CONCESSION AGREEMENT CHICK-FIL-A AND THE WOODLANDS TOWNSHIP PROGRAMS

Transcription

1 CONCESSION AGREEMENT CHICK-FIL-A AND THE WOODLANDS TOWNSHIP PROGRAMS THIS CONCESSION AGREEMENT (the Agreement ) is entered into on March 21, 2014, by and between THE WOODLANDS TOWNSHIP (hereinafter referred to as the The Township ) and Kendrick Skipper dba Chick-fil-A of Alden Bridge (hereinafter referred to as CONCESSIONAIRE ). RECITALS The Township has determined the need for a concessionaire to provide food and beverages for Swim Team Meets, Dive in Movies and other mutually agreed upon select programs; and The Concessionaire has demonstrated the ability to provide food and beverages for users of select programs in accordance with the terms specified herein NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter contained, the parties agree, for themselves, their successors and assigns, as follows: TERMS AND CONDITIONS 1. SCOPE OF CONCESSION. CONCESSIONAIRE shall be permitted to operate the following: a. A mobile concession stand (the Concession Stand ) within and only within the identified areas and regulations identified in Attachment A for identified programs. Said mobile concession Stand shall involve providing foods and beverages for sale that do not require a commercial kitchen to prepare as defined by the Montgomery County Health Code or have been prepared in a commercial kitchen and properly transported to the identified locations in Attachment A. 2. CONSIDERATION. As consideration to be paid by CONCESSIONAIRE to The Township for the rendering of services pursuant to this Concession Agreement, CONCESSIONAIRE shall pay to The Township the following: a. Twenty percent (20%) of the yearly bid amount ($2,500) must be furnished upon execution of the Concession Contract. The remaining eighty percent (80%) of the yearly bid amount is due to the Parks and Recreation Department on the following schedule for the first year of the contract: i. 40% on or before July 1, 2014 ii. 40% on or before September 1, 2014 b. The yearly bid amount for the second and third year of the Agreement is due on the following basis. Percentages are based on the yearly bid amount i. 33% on or before May 1 ii. 33% on or before July 1

2 iii. 33% on or before September 1 c. For each calendar day payment is late, CONCESSIONAIRE agrees to pay $50 late fee to The Township 3. ACCOUNTING. On or before September 15, of each year of the term of this Agreement, CONCESSIONAIRE shall submit to The Township a sworn statement of gross sales and other income resulting from the operations of the previous operating season under this Agreement, or a profit and loss statement or other evidence, satisfactory to Finance Officials of The Township of the business transactions by CONCESSIONAIRE. The Township shall have the right to require CONCESSIONAIRE to maintain an accounting system, utilizing generally accepted accounting practices, to provide for an accurate accounting of all income and expenses, including but not limited to the submission of monthly revenue and expenditure reports. 4. TERM OF AGREEMENT & EFFECTIVE DATES. The term of this Agreement shall be March 20, 2014 through December 31, 2016 (the Term ). 5. OPERATING EXPENSES. CONCESSIONAIRE shall bear all responsibility for all operational expenses, including but not limited to costs of insurance, licenses, and all other expenses in connection with use and operation of all concession facilities, unless otherwise identified in Attachment A. 6. LICENSING. CONCESSIONAIRE shall obtain all necessary and applicable business, professional, health, tax licenses, or other permits or approvals required by any governmental agency having jurisdiction therefore, at the CONCESSIONAIRE S own expenses, and prior to commencement of business operations pursuant to this Agreement. 7. NON-ASSIGNABILITY/SUBLEASE. CONCESSIONAIRE shall not sublease or otherwise assign any rights or obligations assumed pursuant to entry into this Agreement. 8. RECORDS MAINTENANCE. CONCESSIONAIRE shall maintain a complete inventory of all personal property and equipment owned by CONCESSIONAIRE, which inventory shall be reviewed and approved by The Township. 9. FACILITIES MAINTENANCE. CONCESSIONAIRE shall maintain the premises for CONCESSIONAIRE S use as identified in Attachment A, i.e. standards of repair, orderliness, neatness, sanitation and safety acceptable to The Township. Such maintenance shall include daily and continuous maintenance of the concession area, removal of trash and refuse from the premises. 10. CONDITIONS OF OPERATION. The CONCESSIONAIRE shall adhere to the conditions of operation outlined in Attachment A. 11. HOLD HARMLESS. CONCESSIONAIRE hereby agrees to and shall hold The Woodlands Township and its elected and appointed boards, officers, directors, agents and employees harmless from any liability for damage or claims for damage or personal

3 injury, including death, as well as from claims for property damage which may arise from CONCESSIONAIRE S or any subcontractor s operations under this Agreement, whether such operations be by CONCESSIONAIRE or any subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for, CONCESSIONAIRE or any subcontractor. CONCESSIONAIRE agrees to and shall, defend The Township and their elected and appointed boards, officers, directors, agents and employees, from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid operations, provided as follows: That The Township does not, and shall not, waive any rights against CONCESSIONAIRE which it may have by reason of the aforesaid hold harmless agreement, because of the acceptance by The Township or any payments or deposits with The Township by CONCESSIONAIRE, of any of the insurance policies hereinafter described herein; and that the aforesaid hold harmless agreement by CONCESSIONAIRE shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of CONCESSIONAIRE or any subcontractor, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 12. INSURANCE. CONCESSIONAIRE shall not commence work under this Agreement until he shall have obtained all insurance required under this section and proof of such insurance shall have been approved by The Township as to form, amount and carrier. Worker s Compensation Insurance - Statutory Employers Liability - $100,000 Automobile Liability (Including Owned and Non-Owned autos) Bodily Injury - $250,000 each person - $500,000 each occurrence Property Damage - $100,000 each occurrence Commercial General Liability Combined Single Limits for Bodily Injury and Property Damage: Each occurrence for premises/operations: Broad form CGL liability coverage $1,000,000 Products/ Operations aggregate $1,000,000 Advertising Injury $1,000,000 General Aggregate $2,000,000 Umbrella Liability $1,000,000 each occurrence $1,000,000 annual aggregate $ 25,000 self insured retention

4 Vendor s coverage must be written on an Occurrence (not claims made) basis with companies acceptable to The Woodlands Township, must stipulate that no take-out endorsements are included on the General Liability policy, and each policy providing coverage hereunder shall contain provisions that no cancellation or material reduction in coverage in the policy shall become effective except upon thirty (30) days prior written notice thereof to The Woodlands Township shall be named as additional insured with respect to liability imposed upon it resulting from the performance of Work under this Agreement. There shall be no right of subrogation against The Woodlands Township and this waiver of subrogation shall be endorsed upon the policies. Prior to the commencement of performance of the Work, Vendor shall furnish certificates which shall identify The Woodlands Township to The Woodlands Township in duplicate, evidencing compliance with all requirements herein. The limits of such insurance shall in no way be construed as limiting Vendor s obligation to completely defend, indemnify and hold harmless The Woodlands Township. 13. NON-DISCRIMINATION. CONCESSIONAIRE shall not discriminate against any employee or applicant for employment based upon residence, gender, race, religion, color, or national origin, in connection with the performance of work under this Agreement. The aforesaid provisions shall include, but not be limited to, the employment, upgrading, demotion, transfer, recommitment or recruitment, advertising, layoff or termination, rates of pay or other terms of compensation. Further, CONCESSIONAIRE and his/her employees shall not discriminate against any patron or user of the concession facilities based upon residence, gender, race, religion, color or national origin by refusing to furnish services or accommodation under the control of CONCESSIONAIRE by virtue of this Agreement. 14. ADVERTISING. No advertising material, signs, billboards, etc. shall be distributed or displayed without the prior written approval of The Township. 15. CONCESSIONAIRE NOT DEEMED EMPLOYEE/AGENT OF THE TOWNSHIP. All compensation to be paid employees of CONCESSIONAIRE shall be the sole responsibility of CONCESSIONAIRE, and said employees shall not be deemed officers, directors, employees or agents of The Township. 16. TERMINATION OF AGREEMENT. The Township may terminate this Agreement in the event the CONCESSIONAIRE fails to operate the Concession Stand in accordance with the terms and conditions stated herein. In the event of such failure by the CONCESSIONAIRE to perform, The Township shall provide written notice to CONCESSIONAIRE of specific deficiencies and shall provide the CONCESSIONAIRE five (5) calendar days from the date of such notification to correct deficiencies, and to demonstrate to the satisfaction of The Township that any correction will be ongoing. In the event the terms of this Agreement continue to be violated after the period within which corrections must be made, the agreement shall be terminated.

5 In the event the CONCESSIONAIRE is adjudged bankrupt, makes a general assignment for the benefit of the CONCESSIONAIRE S creditors, or if a receiver is appointed in the event of the CONCESSIONAIRE S insolvency, The Township may terminate this Agreement upon five (5) business days written notice to the CONCESSIONAIRE at its customary business address. Termination by The Township shall not constitute an election of remedies and The Township shall have the right to pursue any and all legal remedies available at law or in equity. 17. COMPLIANCE WITH ALL APPLICABLE LAWS. In all operations under this Agreement, CONCESSIONAIRE shall comply with all applicable federal, state and local regulations, including but not limited to non-discrimination. 18. JURISDICTION. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Texas, Montgomery County. The parties agree that venue shall be in Montgomery County, Texas. 19. ENTIRE AGREEMENT/SUBSEQUENT MODIFICATION. This Agreement is intended to, and does, contain the entire agreement of the parties regarding the operation of the Concession Stand and is intended to, and does, supersede all previous written and oral agreements between the parties hereto. This Agreement may not be modified orally and any modification must be entered into voluntarily by The Township and the CONCESSIONAIRE, under the same formalities as are required for the execution of this Agreement.

6 The Woodlands Township By: Don Norrell, President/General Manager Date Kendrick Skipper By: Concessionaire Date Tax Id#

7 Attachment A Conditions of Operation 1. The President/General Manager to exclude the Concessionaire from the contracted location for select special events. 2. Concessionaire shall not vend or offer glass containers 3. The Concessionaire shall obtain all necessary licenses and permits and pay all fees required to operate such Concession Stand and shall comply with all federal, state, and local laws and regulations applicable to such operation. 4. The Concessionaire shall not place any signage in the pool, park, or adjacent right-ofway. 5. Prices of items and/or services sold or offered shall be visibly posted. 6. Concessionaire shall not sell or distribute alcoholic beverages under the privileges provided herein, 7. Concessionaire shall eliminate any unsafe condition or public hazard resulting from or associated with Concessionaire s activities without delay as directed by the President/General Manager of The Township or his/her designee. 8. Concessionaire shall be responsible for removing all such litter and shall be responsible for removing all refuse and waste generated by Concessionaire s operation in the Concession Stand. All such litter, refuse, and waste shall be removed from the area for proper disposal at Concessionaire s expense. The Township shall charge for the costs ($25 per staff hour) of special cleanup necessary should the Concessionaire fail to reasonably perform. 9. Pre-packaged candy, chips and soft drinks must be sold in single portion units. 10. Concessionaire is permitted to use the public address system at the facility (where applicable) on a limited basis as approved by The Township. 11. Notwithstanding the conditions of operation included herein, the Concessionaire shall abide by all park policies, rules and regulations. 12. Concessionaire shall provide refuse containers suitable for placement of litter generated by customers or other persons. The refuse container shall be in good condition with no noticeable defects. The type and style of container may be subject to approval by The Woodlands Township. The Concessionaire at the Concessionaire s expense shall remove refuse from park 13. Concessionaire shall be responsible for cost of repair or replacement for any damage to park property from Concessionaire s activities. 14. Concessionaire is permitted to operate a mobile concession stand at the following programs: i. All Woodlands Townships Swim Team Meets during the summer swim meet season. ii. Dive in Movies, with the exception of parks with a concession rights already committed to another Concessionaire. iii. Other mutually agreed upon programs produced by The Woodlands Township Recreation Center.