HomeMy WebLinkAboutKraze Krush Operation Agreement SOCCER CONCESSION STAND
OPERATION AGREEMENT
THIS SOCCER CONCESSION STAND OPERATION AGREEMENT("Agreement"),
is entered into this day of , 2011 by and between the City of Winter Springs, a
Florida municipal corporation("City"),and Central Florida United Soccer Club,Inc.,a Florida non
profit corporation, d/b/a Central Florida Kraze Krush ("League").
WITNESSETH:
WHEREAS,the City currently owns two (2) concession stands at Central Winds Park for
the purpose of providing food and beverages to individuals attending organized sporting events
occurring at Central Winds Park; and
WHEREAS,the City and the League desire to enter into a mutually beneficial arrangement
whereby the League shall operate one(1)of the City's concession stands at Central Winds Park and
the City shall retain a percentage of the profits derived from the concession stand sales; and
WHEREAS,the parties hereto desire to set forth their mutual understanding regarding the
League's operation of the City's concession stand pursuant to the terms and conditions set forth in
this Agreement; and
NOW THEREFORE, in exchange for the mutual promises and consideration set forth
herein, the parties agree as follows:
1.0 Recitals. The foregoing recitals are deemed true and correct and are hereby incorporated
herein by this reference as a material part of this Agreement.
2.0 Term. The term of this Agreement shall commence on January 1, 2012 and shall remain
effective until midnight on December 31, 2013. The parties shall have one(1) option to renew the
term of this Agreement for an additional two-year term. Any such option shall be evidenced in a
written addendum to this Agreement and shall be approved and executed by both parties hereto.
3.0 Lease of Concession Stand and Equipment. In exchange for the compensation
arrangement set forth in Section 5.0 herein, the City hereby agrees to lease its concession stand
located adjacent to the soccer fields ("Concession Stand") and all concession-related equipment
contained therein, which is itemized and identified as "Concession Soccer" contained therein on
Exhibit "A," attached hereto and fully incorporated herein by this reference("the Equipment"),to
the League, subject to the terms and conditions set forth in this Agreement.
4.0 Engagement; Operation of Concession Stand. The City hereby engages the League and the
League hereby agrees to staff, operate and maintain the Concession Stand for the compensation
SOCCER CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/Central Florida United Soccer Club,Incorporated
Page 1 of 7
arrangement and pursuant to the terms and conditions set forth in this Agreement. No prior or present
agreements or representations shall be binding upon the parties hereto unless expressly incorporated
into this Agreement. The parties agree to the following:
4.1 General Operation of Concession Stand. The League, at it sole discretion, shall be
responsible for the purchase of sufficient inventory of food,beverage,paper products,utensils
and any other items reasonably necessary in furtherance of the operation of the Concession
Stand. The League shall be responsible for the management and staffing of the Concession
Stand during set up, operation, and clean up; collection and deposit of cash revenue; and set
up, break down and clean up of Concession Stand. The responsibilities set forth in this
subsection 4.1 shall not represent an exhaustive list of the League's responsibilities under the
terms of this Agreement and the League shall undertake any reasonable action in furtherance
of the efficient operation of the Concession Stand not inconsistent with any provision of this
Agreement.
4.2 Maintenance, Repair or Replacement of Concession Stand and Equipment. The
League shall be responsible for the maintenance,repair and replacement of the Equipment not
to exceed One Thousand Dollars ($1,000.00) for any one (1) item of repair, replacement or
maintenance. All other repairs,replacements and maintenance of the Equipment in excess of
this threshold shall be the responsibility of the City. The League shall confer with the City
regarding the maintenance,repair or replacement of the Equipment and any such maintenance,
repair or replacement shall be mutually agreed to by both parties hereto. Any expense of the
League or the City directly related to maintenance, repair or replacement of the Equipment
shall be recorded in detail as an expenditure in the concession accounting records. The City
shall remain responsible for any exterior maintenance and repair to the Concession Stand and
surrounding areas not necessitated by the operation of the Concession Stand, and for any
necessary maintenance and repairs to the restroom facilities.
4.3 Hours of Operation. The League shall operate the Concession Stand:
4.3.1 Anytime two (2) or more soccer fields are scheduled for three (3) or more
continuous hours of play or anytime one (1) soccer field is scheduled for six (6) or
more continuous hours of play. The time periods set forth in this subsection 4.3.1 shall
include both League and non-League play,but shall not include the time between the
end of one game and the beginning of the next game. The City shall provide the
League with at least 14 days notice of any non-League games scheduled for play which
would invoke the League's obligation under this subsection 4.3.1 to operate the
Concession Stand.
4.3.2 Such other times as may be determined by the League. The League shall
provide at least seven(7) days prior, written notice to the City of its intent to operate
the Concession Stand under this subsection.
SOCCER CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/Central Florida United Soccer Club, Incorporated
Page 2 of 7
4.4 Licenses and Certification. The League shall obtain permanent food service licenses
from the Florida Department of Business and Professional Regulation,Division of Hotels and
Restaurants("the Division"). The City and League shall share equally in the annual renewal
costs of these licenses. Further, at least one (1) League representative shall be trained and
certified by the Division as a certified food protection manager. The League shall ensure that
at least one(1)certified food protection manager is present anytime four(4) or more League
volunteers/representatives are engaged in the storage, preparation or serving of food in the
Concession Stand. The League shall be responsible for complying with any applicable state
laws and regulations related to operating a public food service establishment.
4.5 Keys to Concession Stand. The City shall provide the League with the requisite key(s)
to the Concession Stand. The Parks&Recreation Department Director shall maintain a copy
of the Concession Stand key(s) and shall be permitted to maintain all reasonable access to the
Concession Stand.
4.6 Utility Bill. The League shall be responsible for paying the City's electric bill for the
Concession Stand. Electric service for the Concession Stand is maintained on a separate meter
apart from other City buildings. Upon receipt of the electric bill for the Concession Stand,the
City shall immediately forward same to the League for payment. The League shall remit
payment directly to the electric utility provider and shall be responsible for any fees that may
be assessed for late payment of the electric bill.
4.7 Air Conditioning Maintenance, Repair and Replacement. The League shall be
responsible for the maintenance and repair of the air conditioning unit servicing the Concession
Stand and shall replace the air conditioning filters for same semiannually. In the event the air
conditioning unit requires replacement during the term of this Agreement or any extension
hereto,the League agrees to contribute Two Thousand Dollars($2,000.00)toward the cost of
a new air conditioning unit. The City, at its sole discretion, shall be responsible for the
selection and purchase of a replacement air conditioning unit.
4.8 Pest Control. The League shall be responsible for ensuring that monthly pest control
services and maintenance are performed on the Concession Stand.
4.9 Sales Tax. The League shall be responsible for the payment of any applicable sales tax
required by law.
5.0 Compensation;Accounting&Reporting. The City and the League hereby agree as follows:
5.1 The City shall receive Fifteen Percent(15%)and the League shall receive Eighty-Five
Percent(85%) of the net revenues generated from the League's operation of the Concession
Stand. For purposes of this subsection 5.1,"net revenue"shall be the difference between gross
revenue and total expenditures directly related to the League's operation of the Concession
Stand and consistent with the terms of this Agreement. The City and League agree that the
SOCCER CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/Central Florida United Soccer Club,Incorporated
Page 3 of 7
compensation set forth in this subsection 5.1 shall be subject to review and revision by the
Winter Springs City Commission one(1)year from the effective date of this Agreement.Any
modification of the compensation due under this subsection shall be evidenced in a written
addendum to this Agreement executed by both parties.
5.2 During each year of this Agreement, the League shall submit payment to the City
semiannually, on June 15 and December 15. The June 15 payment shall include the City's
share of net revenue generated from the operation of the Concession Stands between the
previous January 1 and May 31, including operation during any tournament play occurring
during this period. The December 15 payment shall include the City's share of net revenue
generated from the operation of the Concession Stands between June 1 and December 31,
including operation during any tournament play occurring during this period.
5.3 The League shall be responsible for maintaining detailed and accurate accounting
records related to its operation of the Concession Stand. The League shall utilize generally
accepted accounting practices during all times relevant to this Agreement and shall submit
monthly reports to the City's Parks and Recreation Director detailing the League's gross
revenue and expenditures,as well as any records related to state licensing and/or inspections
related to the Concession Stand.
5.4 At the written request of the City,the League agrees that the City shall have the right
to audit the League's books to get a full accounting of all revenue generated and expenses
incurred with respect its performance under this Agreement. The League agrees that all of
its records with respect to any matter covered by this Agreement shall be made available to
the City, at any time during normal business hours,as often as the City deems necessary, to
audit, examine, and make excerpts or transcripts of the League's books and accounting
records. Failure to comply with the requirements of this subparagraph will constitute a
material breach of this Agreement and irreparable harm to the City,entitling the City for legal
and equitable relief including,but not limited to, specific performance and injunctive relief.
This subparagraph shall survive termination of this Agreement.
6.0 Termination. Either party may terminate this Agreement upon 60 days written notice to the
other party. Within ten (10) days of termination, the League shall forward to the City a final
accounting of the Concession Stand operations,along with a final payment of the City's share of net
revenues. The League shall remain responsible for a pro-rata share of the electric bill for the
Concession Stand through the date of termination. Further,the League shall remove any equipment
which is not the property of the City from the Concession Stand within ten(10)days of termination.
7.0 General Liability Insurance. For the services performed under this Agreement,the League
shall purchase and maintain, at its own expense, such general liability insurance to cover claims for
damages because of bodily injury or death of any person or property damage arising in any way out
of the services performed by the League under this Agreement. The insurance shall have minimum
limits of coverage of$1,000,000.00 per occurrence combined single limit for bodily injury liability
SOCCER CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/Central Florida United Soccer Club,Incorporated
Page 4 of 7
and property damage liability. All insurance coverage shall be with insurer(s)approved by the City
and licensed by the State of Florida to engage in the business of writing of insurance. The City shall
be named on the foregoing insurance policies as "additional insured." The League shall cause its
insurance carriers to furnish insurance certificates and endorsements specifying the types and
amounts of coverage in effect pursuant hereto,the expiration dates of such policies,and a statement
that no insurance under such policies will be canceled without thirty(30) days prior written notice
to the City in compliance with other provisions of this Agreement. If the City has any objection to
the coverage afforded by or other provision of the insurance required to be purchased and maintained
by the League in accordance with this paragraph on the basis of its not complying with the
Agreement, the City shall notify the League in writing thereof within thirty(30) days of the date of
delivery of such certificates and endorsements to the City. The League shall continuously maintain
such insurance in the amounts, type, and quality as required by this paragraph.
8.0 Indemnification and Hold Harmless. Each party to this Agreement shall indemnify and
hold the other harmless, from and against any and all claims, damages, losses, and expenses
including, but not limited to, attorneys' fees, arising out of or resulting from the performance or
provision of services required under this Agreement, including damage to persons or property,
provided that same is caused in whole or in part by the error, omission,negligent act, failure to act,
malfeasance, misfeasance, conduct, or misconduct of the indemnifying party, its agents, servants,
officers, officials, employees, or subcontractors.
9.0 Severability. If any provision of this Agreement is held to be invalid,void,or unenforceable,
the remaining provisions shall nevertheless remain in full force and effect,unless the absence of the
invalid, void or unenforceable provision or provisions causes this Agreement to fail in its essential
purposes.
10.0 Assignment. The League shall not assign any of its duties and responsibilities under this
Agreement to any other party without the prior written consent of the City.
11.0 Modification. Any modifications to the terms of the Agreement shall be evidenced in writing
and executed by both parties hereto.
12.0 Third Party Rights. This Agreement is not a third party beneficiary contract and shall not
in any respect whatsoever create any rights on behalf of any third parties.
13.0 Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement,
nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign
immunity under section 768.28,Florida Statutes,or other limitations imposed on the City's potential
liability under state or federal law. As such, the City shall not be liable under this Agreement for
punitive damages or interest for the period before judgment. Further,the City shall not be liable for
any claim or judgment, or portion thereof, to any one person for more than one hundred thousand
dollars ($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all
other claims or judgments paid by the State or its agencies and subdivisions arising out of the same
SOCCER CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/Central Florida United Soccer Club,Incorporated
Page 5 of 7
r r
incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This
paragraph shall survive termination of this Agreement.
14.0 Public Records. It is hereby specifically agreed that any record, document, computerized
information and program, audio or video tape,photograph, or other writing of the League related,
directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the
possession or control of the City or the League. Said record, document, computerized information
and program, audio or video tape, photograph, or other writing of the League is subject to the
provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written
approval of the City. Upon request by the City, the League shall promptly supply copies of said
public records to the City. All books, cards, registers, receipts, documents, and other papers in
connection with this Agreement shall at any and all reasonable times during normal business hours
be open and freely exhibited to the City for the purpose of examination and/or audit.
15.0 Governing Law and Venue. This Agreement shall be construed and enforced in accordance
with the laws of the State of Florida. The parties further agree that in any dispute between them
relating to this Agreement,exclusive jurisdiction shall be in the courts located in Seminole County,
Florida for any state court action and Orlando, Florida for any federal court action, any objections
as to jurisdiction or venue in such courts being expressly waived.
16.0 Notices. Any notice, request, instruction, or other document to be given as part of this
Agreement shall be in writing and shall be deemed given under the following circumstances: when
delivered in person; or three (3) business days after being deposited in the United States Mail,
postage prepaid, certified or registered; or the next business day after being deposited with a
recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy
transmission, with receipt acknowledged upon transmission; and addressed as follows (or to such
other person or at such other address, of which any party hereto shall have given written notice as
provided herein):
TO THE CITY: TO THE LEAGUE:
Chris Caldwell, Central Florida United Soccer Club, Incorporated
Parks & Recreation Director d/b/a Central Florida Kraze/Crush
City of Winter Springs Attn: Ed Filliben, President
1126 E. State Road 434 6964 Aloma Ave.
Winter Springs, Florida 32708 Winter Park, Florida 32792
(407) 327-6590 (407) 695-4957
17.0 Interpretation. The parties have participated in the drafting of all parts of this Agreement,
and have each had an opportunity to review this Agreement with legal counsel. As a result, it is the
intent of the parties that no portion of this Agreement shall be interpreted more harshly against either
of the parties as the drafter.
SOCCER CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/Central Florida United Soccer Club,Incorporated
Page 6 of 7
18.0 Independent Contractor. The League shall each be considered an independent contractor
under this Agreement.
19.0 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with
this Agreement between the parties hereto,the prevailing party in such litigation or controversy shall
be entitled to recover from the other party or parties all reasonable attorney's fees and paralegal fees,
expenses and suit costs, including those associated with any appellate or post judgment collection
proceedings.
20.0 Further Assurances. From and after the execution of this Agreement, each of the parties
hereto shall fully cooperate with each other and perform any further act(s) and execute and deliver
any further documents, which may be necessary or desirable in order to carry out the purposes and
intentions of this Agreement.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day and
year first written above.
THE CITY:
City of Winter Springs,
a Florida municipal corporation.
Key' L. Smit,, ity Manager
THE LEAGUE:
Central Florida United Soccer Club Incorporated,
a Florida non profit corporation,
d/b/a Central Florida Kraze/Krush.
Ed Filliben, President
SOCCER CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/Central Florida United Soccer Club,Incorporated
Page 7 of 7
2011 City of Winter Springs EXHIBIT A
Concession Stands Inventory
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Pepsi Refrigerator glass front doors(Pepsi) X
Hot dog machine and bun warmer(Asset#5768/Tag#301134) X
2 Microwave Ovens X
Deep Freezer(Asset#4883/Tag#301128)(Upright) X
3-CO2 tanks and tank holder X
Cash Register X
New Large Manitowoc Ice Machine X
Deep Freezer(Floor) X
Refrigerator regular large(Asset#4884/Tag#301129) X
Can opener heavy duty X
Three signage boards X
Popcorn Machine X
Lemon Slush Machines(2) X
Hot dog machine and bun warmer X
Coffee maker X
Information Draw Boards(3) X
Toaster X
Deep Freezer(Asset#4884/Tag#301128) X
Cash Registers(2) X
Additional Toasters(2) X
Metal Storage Containers(2) X
AC Air Handler X
2 sinks small hand wash and large plate wash station X
Hot water heater X
Mop Bucket X
Food heating lamps X
Can Opener, Heavy Duty X
Filter for Ice Machine X
Buns&Hot Dog Machine/Hot Dog Trays X
Refrigerator Large(Asset#5765/Tag#301135) X
Manitowoc Ice Machine(Asset#862/Tag#301307) X
Deep Refrigerator(asset 5767) X
Crock Pots(3) X
11/1/2011