CONCESSION LICENSE AGREEMENT

Transcription

1 CONCESSION LICENSE AGREEMENT THIS CONCESSION LICENSE AGREEMENT ( Agreement ) is entered into this day of, 2013, between ARAMARK EDUCATIONAL SERVICES, LLC, a Delaware limited liability company, having its principal place of business at ARAMARK Tower, 1101 Market Street, Philadelphia, PA ( ARAMARK ), and, a non-profit, tax-exempt organization, having an address of (the Group ). W I T N E S S E T H: WHEREAS, ARAMARK has been granted the exclusive right to operate and manage concessions and other services at certain public event facilities (together, the Facilities ) located on the campus of the University of Cincinnati ( Client ) in Cincinnati, Ohio. WHEREAS, ARAMARK and the Group desire that the Group enter into this Concession License Agreement pursuant to which it shall act as a sublicensee of ARAMARK at the Facilities in connection with the operation of certain services in accordance with the terms and conditions set forth below; WHEREAS, Group represents that it is a non-profit, tax-exempt Group as defined in Section 501 of the Internal Revenue Code; and WHEREAS, Group has requested that ARAMARK permit Group to engage in fund raising for civic, charitable, religious, or educational purposes through the conduct of concessions operations at the Facilities. NOW, THEREFORE, ARAMARK and Group agree as follows: 1. CONCESSIONS OPERATIONS. Group will conduct concessions operations ( Concessions Operations ) during events at the Facilities in such locations (the Concession Locations ) and selling such products as ARAMARK may designate from time to time and otherwise in accordance with ARAMARK s instructions. The Concessions Operations shall be conducted in a courteous, efficient and safe matter and at all times in compliance with applicable laws. 2. EQUIPMENT. The Group will be expected to treat equipment and supplies with care. Group shall be responsible for the repair and/or replacement of all equipment and supplies damaged by Group through its negligence in the Concession Locations. 3. CLEANING RESPONSIBILITIES. Group shall be responsible for maintaining high standards of sanitation in the Concession Locations and surrounding areas and for routine cleaning in all such areas. Group will be responsible for trash and garbage removal to a designated point of central pickup in accordance with ARAMARK s instructions. 4. TERM. This Agreement shall commence as of July 1 st, 2013 and terminate June 30 th, 2014, unless otherwise terminated as provided for elsewhere herein. Subject to the Group completing an updated Exhibit A each year thereafter, this Agreement shall automatically renew for additional terms of one (1) year each. Notwithstanding anything to the contrary 1

2 contained elsewhere in this Agreement, in the event the management agreement with the Client expires or is terminated by such Client or ARAMARK, this Agreement shall automatically terminate without any further action on the part of ARAMARK, such Client or Group, as of the date of such expiration or termination of such management agreement. 5. MINIMUM PARTICIPATION REQUIREMENTS. Group shall conduct Concessions Operations in accordance with the participation guidelines set forth below: FACILITY Nippert Stadium Fifth Third Arena Marge Schott Stadium Gettler Stadium Sheakley Athletic Complex PARTICIPATION REQUIREMENTS Work all events scheduled and agreed upon. Attend a Food Safety class having at least two trained leaders per event. Must wear uniform supplied by ARAMARK at each event (shirt, hat ($10 fee) and apron and safety equipment (if applicable), as well as the portion of the uniform not supplied by ARAMARK (solid black pants, and closed heeled and closed toed shoes). Must show up at the specific time assigned with the agreed-upon number of volunteers expected. Work at all Facilities throughout the entire year. 6. PRODUCTS. ARAMARK shall supply Group with all products to be sold by Group at the Facilities. Group shall be responsible for any loss, damage or theft of products in Group s possession. ARAMARK may deduct the retail value of any lost, damaged or stolen products from the commissions otherwise payable to Group. If Group causes an excessive amount of product waste or spoilage during an event, as determined by ARAMARK, in consideration of the services and products provided to Group by ARAMARK, Group will be charged a flat fee of $25.00 plus the retail value of the wasted or spoiled product. 7. PAYMENT. A. Commission. In consideration of its conduct of the Concessions Operations, Group shall receive a payment for each event at which Group operates pursuant to the terms of this Agreement: (i) A commission which shall be based on a percentage of net receipts ( net receipts" are defined as gross receipts less applicable state and local sales taxes) from the sale of products at designated Concession Locations, which percentage shall be determined by ARAMARK and determined in accordance with the following table: CONCESSIONS LOCATIONS PERCENTAGE Food and non-alcoholic beverages 10% 2

3 CONCESSIONS LOCATIONS PERCENTAGE Alcoholic beverages 6% Vending food and non-alcoholic 15% beverages (ii) If the aggregate commission (calculated as set forth above) at a concession location for an event falls below $35.00 per person, Group shall be entitled to a minimum payment of $35.00 per person worked for such event (prior to any deductions if applicable). B. Method of Payment. All sums received by Group from the Concessions Operations will be turned over to ARAMARK on the same day as received. ARAMARK shall calculate the commissions payable to Group after deducting applicable sales taxes and any cash or inventory shortages occurring in the course of the Concessions Operations. C. Tip Jars Prohibited. Tip jars are prohibited at any and all Concessions Locations. ARAMARK may terminate this Agreement immediately in the event Group violates this prohibition. A. 8. SCHEDULING GUIDELINES. During the term of this Agreement, Group is required to work all the events agreed upon by ARAMARK and Group. Group shall submit to ARAMARK in writing, via or fax, a list of names for volunteers for each event Thursday prior to the event date. 9. VOLUNTEERS. A. Group shall provide a sufficient number of volunteers, as directed by ARAMARK, to serve the Concessions Operations at each event. Group s volunteers shall arrive at times designated by ARAMARK for each scheduled event. No volunteer shall be less than 18 years of age (or such other age specified by ARAMARK in its sole discretion). No volunteer engaged in the Concessions Operations on Group s behalf shall, under any circumstances, be deemed to be an employee of ARAMARK, and Group shall so advise each such volunteer in writing in advance. ARAMARK requires that prior to each event, each volunteer for such event shall sign and deliver to ARAMARK a statement of acknowledgement that he/she is providing time and effort for the benefit of Group, without intention of receiving wages and benefits. ARAMARK shall not be required to pay any wages, nor to extend any employment benefits, to such volunteers, and Group agrees to indemnify ARAMARK from any and all claims made by its volunteers for any wages or benefits of any kind or nature. In addition, Group shall not provide any compensation or benefits to its volunteers of any kind or nature in regard to their services hereunder, including, without limitation, reimbursing volunteers for their costs and expenses, such as childcare or transportation. B. Group shall provide two leaders for each event to be responsible for supervising Group s volunteers. ARAMARK s managers will communicate directly with such leaders with regard to the Concessions Operations. If a leader arrives later than one-half hour after the scheduled check-in time for Group s volunteers, ARAMARK shall have the right to cancel 3

4 Group s Concessions Operations for the event and replace Group with a back-up group. The Group s information is identified in Exhibit A attached hereto and made a part of. C. Staffing levels shall be determined by ARAMARK in its sole discretion. In the event that Group fails to provide the requisite number of volunteers by the designated time for any event, ARAMARK will provide workers to make up the shortage. D. If ARAMARK determines, in its sole discretion, that Group is no longer required during the course of an event, ARAMARK may terminate Group s Concessions Operations immediately for the event and adjust the payment due to Group accordingly. E. Group may sell alcohol for commission only after each member of the Group who seeks to sell alcohol has taken and passed the TIPS or TEAM training course and all such Group members have received an orientation on ARAMARK s policies and procedures with regard to the service of alcohol. 10. RULES AND REGULATIONS. Group shall comply with all rules, regulations, and policies established by ARAMARK for all Facilities for the conduct of Concessions Operations including, without limitation, all applicable Federal, State and local laws and regulations. 11. TERMINATION. ARAMARK may terminate this Agreement with written notice in the event Group fails to observe or perform any provision of this Agreement, which notice shall be effective immediately. ARAMARK may terminate this Agreement immediately in the event of the following: A. If Group fails to provide all volunteers at the minimum age requirement; B. If Group fails to conduct the Concessions Operations for which it commits; C. If Group fails to comply with the prohibition of tip jars at any Concessions Location; D. If Group member(s) use cell phone in excess; or E. If any Group member fails to comply with any rules and regulations of the Facilities, as well as other applicable Federal, State and local laws and regulations. In the event this Agreement is terminated by ARAMARK, members of that Group may not, at ARAMARK s sole discretion, be allowed to conduct Concessions Operations for any other Group under any other Group name. In addition, ARAMARK may terminate this Agreement at any time without cause upon ten (10) days prior written notice to Group. 12. INSURANCE. A. Group s Right to Obtain Separate Insurance Policy. Group shall maintain adequate insurance coverage for its operations in the amount of $1,000,000 per occurrence combined single limit for third party bodily injury and personal injury (including death) and property damage and shall include ARAMARK and Client as additional insureds with coverage 4

5 on a primary and non-contributory basis over any insurance maintained by ARAMARK. Group shall provide a certificate of insurance to ARAMARK upon execution of this Agreement and at least thirty (30) days prior to the expiration or any cancellation of the policy. If alcoholic beverages are served by the Group, Group s insurance must include liquor liability coverage. B. Coverage by ARAMARK Policy. Notwithstanding the foregoing, in the event Group cannot, on its own, obtain adequate insurance coverage, using commercially reasonable efforts, ARAMARK will provide General Liability insurance, including liquor liability where applicable, covering the Group in the amount of $1,000,000 per occurrence combined single limit for third party bodily injury and personal injury (including death) and property damage (the ARAMARK Policy ). Group must provide immediate notice to ARAMARK in the event of any incident or circumstances of bodily injury, personal injury (including death) or property damage including any and all oral and written notices, demands and claims that Group may receive or become aware of. Group shall cooperate with ARAMARK, its agents and representatives in the investigation, defense and settlement of any and all claims arising under the ARAMARK Policy. 13. INDEMNIFICATION. Group shall indemnify and hold ARAMARK and Client harmless from any and all claims, litigation, damages, losses, or expenses (including attorney s fees) arising from Group s activities at the Facilities and for injury or damage to any persons or property by reason of any of the foregoing, except to the extent directly caused by sole negligence of ARAMARK and/or Client. 14. CANCELLATION. ARAMARK shall have the right to cancel Group s Concessions Operations for a particular event or events. ARAMARK will use reasonable efforts to provide forty-eight (48) hours notice of such cancellation. Group shall give ARAMARK at least one (1) week notice that Group intends to cancel an event at which it is scheduled to conduct Concessions Operations. If Group fails to give adequate notice of cancellation, Group may be subject to charges or termination of this Agreement. Group shall give ARAMARK at least one (1) week notice that Group intends to cancel an event at which it is scheduled to conduct Concessions Operations. 15. CLEANING. Group will be charged $50.00 per occurrence plus $15.00 per hour for cleaning, if a concession area assigned to Group is not left in a satisfactory condition. ARAMARK may deduct such amounts from commissions otherwise payable to Group. 16. DAMAGE. Group shall be responsible for any damage to its concession areas caused by its volunteers. ARAMARK may deduct such amounts from the Commissions otherwise payable to Group. 17. TRAINING. Any Group that has not previously conducted Concessions Operations at the Facility shall cause its volunteers to undergo a training program consisting of, at ARAMARK s option, from one (1) to five (5) actual events and/or orientation sessions involving Concessions Operations, cash handling, and proper inventory management procedures. ARAMARK may require that volunteers undergo a retraining program consisting of from one (1) to three (3) actual events. 18. UNIFORM. All Group volunteers must wear the uniform designated by ARAMARK. Any volunteer that fails to follow ARAMARK s dress code will not be allowed to volunteer. 5

6 A. Each Group will receive adequate amounts of shirts, hats and aprons from ARAMARK. B. Group leaders are responsible for said items. C. If on event day a Group member does not have on his or her proper attire, Group will have to purchase missing uniforms for each person without said uniform. The cost of a replacement hat will be $10.00 and a replacement shirt or apron not returned will be $ The total amount will be deducted from Group s final payment for that event. 19. TAX EXEMPT STATUS. Group represents and warrants to ARAMARK that it is, and shall remain throughout the term of this Agreement, a non-profit, tax-exempt entity as defined in Section 501 of the Internal Revenue Code. Upon the request of ARAMARK, Group shall provide ARAMARK with evidence of such status which must be reasonably satisfactory to ARAMARK. 6

7 IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives the day and year first set forth above. ARAMARK EDUCATIONAL SERVICES, LLC ( ARAMARK ) By: Anthony Parnigoni Vice President ( Group ) By: Name: Title: 7

8 GROUP INFORMATION SECTION EXHIBIT A Concessions License Agreement July 1, 2013 to June 30, 2014 Amendments & Additions to Contract Sections: 2. EQUIPMENT. All equipment checked out at such event shall be checked back in at the conclusion of such event, wherein if such equipment is not checked back in, the Group shall be charged for the cost of its replacement. 5. MINIMUM PARTICIPATION REQUIREMENTS. Attend a Food Safety class having at least two trained leaders per event and having at least one trained leader per stand per event. 6. PRODUCTS. ARAMARK may deduct such amounts from the commissions otherwise payable to Group. It is the responsibility of the Group to carefully verify all beginning and ending inventories and notify the appropriate ARAMARK supervisor immediately if there are any variances. 7. PAYMENT. B. Method of Payment. All sums received by Group from the Concessions Operations will be turned over to ARAMARK on the same day as received. After each event, ARAMARK shall have the right to perform an audit of all of Group s stands open during such event and/or day, which audit shall include a balancing of inventory sales with cash and credit card sales in connection with Group s Concessions Operations. ARAMARK shall calculate the commissions payable to Group after deducting applicable sales taxes and any cash or inventory shortages occurring in the course of the Concessions Operations. In the event the cash deposited from the Group s respective stand is less than the total retail value of all items sold, the difference shall also be deemed a shortage ARAMARK shall further have the right (but not the obligation) to deduct from any Commissions any other charges due and owning from Group pursuant to the terms of this Agreement, or alternatively, ARAMARK shall have the right to separately demand payment from Group for such charges. ARAMARK shall have the further right, but not the obligation, to terminate this Agreement in the event of any shortage in connection with Group s Concessions Operations at any time during the Term. Commissions due to Group will be paid approximately sixty (60) days after the end of the event. To the extent Group disputes the amount of any payment of Commissions, Group shall notify ARAMARK management at the Facility in writing within two (2) weeks from the date such Commissions are paid to Group, specifying in reasonable detail the alleged payment discrepancy. After review of such alleged payment discrepancy set forth in the foregoing notice, ARAMARK shall recalculate the applicable Commissions and adjust payment of the same to the extent ARAMARK deems, in its sole discretion, appropriate an in accordance with this Agreement. 8. SCHEDULING GUIDELINES. Aramark and Group are to agree to the scheduling procedure as follows (unless otherwise mutually agreed upon by ARAMARK and Group): B. Group is required to work a MINIMUM of all 6 U.C. football games to be scheduled through ARAMARK for the duration of this Agreement. C. Group shall submit to ARAMARK in writing, via or fax, a list of names for volunteers for each event on Thursday, one week prior to the event date. 8

9 9. VOLUNTEERS. A. Any volunteer that is to sell alcohol must be 19 years old and must have completed the alcohol training (TIP s or TEAM) prior to working his/her first event. C. Group will be charged, and Group agrees to pay to ARAMARK, a fee of Fifty Dollars ($50.00) (One Hundred Dollars ($100.00) for each cook) for each such filled shortage, regardless of the actual length of time such individual is assigned to work. E. Group may sell alcohol for commission only after each member of the Group who seeks to sell alcohol has taken and passed the TIPS or TEAM training course and all such Group members have received an orientation on ARAMARK s policies and procedures with regard to the service of alcohol. Group shall also ensure that all of its members comply in all respects with all: (i) applicable laws pertaining to the sale, service and provisions of alcoholic beverages (including, without limitation, no service to minors, no service to any visibly intoxicated individual, and minimum age of volunteers and members involved with the sale, service and provision of alcoholic beverages); and (ii) of ARAMARK s policies and procedures pertaining to the sale, service and provision of alcoholic beverages. Group s failure to comply with the terms and conditions contained in this Article shall constitute an immediate grounds for removal of any Group member/volunteer violating this provision from the Facility, forfeiture of the Security Deposit and/or the termination of this Agreement with the Group, and each case without any further notice or right to cure. Without limiting the generality of foregoing, if ARAMARK permits Group to sell alcohol hereunder, nothing will prohibit ARAMARK from subsequently terminating Group s right to sell alcohol hereunder (even in the absence of a default), and such termination shall not otherwise affect the rights of the parties hereto. F. BACK-UP GROUPS. (i)these groups will provide coverage for any staffing shortages for all Facilities. (ii)each back-up group shall receive $ per event for being a back-up group, or, in the event such group is utilized as the primary group for a concession stand during an event, Ten Percent (10%) of Net Receipts from such stand for such event. (iii) (iv) Each back-up group must provide a minimum of 6 volunteers for all events. Back-up groups will arrive at the ARAMARK-determined arrival time for each event and will remain on-site until the gates open. 14. CANCELLATION. ARAMARK shall have the right, without penalty or recourse by Group, to close one or more of Group s stands for a given event for any reason, including changes in attendance projections. If Group fails to give adequate notice of cancellation, a penalty of $200 per permanent or portable stand will be deducted from Commissions due (or to become due) to Group. If Group cancels on the day of the event it will be subject to an additional $250 penalty or the Group may be subject to termination of this Agreement. ARAMARK makes no representation or warranty herein regarding the quantity or quality of any events scheduled to occur at the Facility. 9

10 15. CLEANING. Group shall be responsible for (i) maintaining high standards of sanitation in the Concession Locations and within a five (5) foot radius of such Concession Locations and Condiment Station Locations and for routine cleaning of such areas, and (ii) trash and garbage removal to a designated point of central pick up in accordance with ARAMARK s instructions. A. SET-UP. Group will be charged Twenty-Five Dollars ($25.00) per occurrence for setting up the Concession Location(s) by ARAMARK s employees in the event of the group is late for check-in. Group will be charged Twenty-Five ($25.00) per occurrence if a stand opens late due to improper set-up by Group. 16. DAMAGE. A. Security Deposit. ARAMARK, at its sole discretion, will retain the first Two Hundred and Fifty Dollars ($250.00) of Commissions earned by Group and which otherwise would be payable to Group, as a security deposit (the Security Deposit ). The Security Deposit will be retained by ARAMARK to cover potential costs associated with the loss of uniforms, property damage and/or any breach of this Agreement by Group, and ARAMARK shall have the right to apply the Security Deposit (or any portion thereof) in its sole discretion, in addition to any other remedies available to ARAMARK under this Agreement or otherwise applicable law, in the event any of the foregoing occurs. Any remaining portion of the Security Deposit after the expiration of the Term will be returned to Group. Group shall not be entitled to any interest returned on the Security Deposit. 18. UNIFORM. Black pants, issued UC hat (or matching approved N.P.O. logoed hats), issued shirt and close-toed and close-heeled shoes are required. A. Each Group will receive a shirt, hat ($10.00 fee), and apron at the beginning of each event and is responsible for turning in said shirt, and apron at the end of the event. Groups will be required to purchase hats so they can keep them for remainder of season. Groups have the option of wearing an ARAMARK approved, N.P.O. logoed matching hats in place of the UC required hat. All hats must be approved in advance. 10

11 GROUP INFORMATION Group Leader s Name: Signature: Work Phone: Fax Number: Home Phone: Cell Phone: address: Alternate Group Leader s Name: Work Phone: Fax Number: Home Phone: Cell Phone: address: Payment Address (if different than address on first page): IRS Determination Letter Attached Federal Identification Number: Proof of Insurance Attached: Commission Rate: 10% w/o alcohol & 6% for alcohol of net receipts Facilities: Nippert Stadium, Fifth Third Arena, Gettler Stadium, Marge Schott Stadium and Sheakley Athletic Complex Workers: Adults (19 Years of Age or Over) Youth (18 Years of Age) 11