HomeMy WebLinkAboutILPA Concessions LLC - 2012 10 01 BASEBALL/SOFTBALL CONCESSION STAND
OPERATION AGREEMENT
THIS BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
("Agreement"), is entered into this 15k-day of r , 2012 by and between the City of
Winter Springs,a Florida municipal corporation("City"),and ILPA Concessions LLC,a Florida
limited liability company("Contractor").
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 Contractor desire to enter into a mutually beneficial
arrangement whereby the Contractor 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
Contractor'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 September 25,2012 and shall remain
effective until midnight on December 31, 2013.
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 in between the baseball/softball fields at Central Winds Park("Concession Stand") and all
concession-related equipment contained therein, which is itemized and identified as "Concession
Baseball/Softball"on Exhibit"A," attached hereto and fully incorporated herein by this reference
("the Equipment"),to the Contractor,subject to the terms and conditions set forth in this Agreement.
4.0 Engagement; Operation of Concession Stand. The City hereby engages the Contractor
and the Contractor hereby agrees to staff, operate and maintain the Concession Stand for the
compensation arrangement and pursuant to the terms and conditions set forth in this Agreement. No
BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/ILPA Concessions LLC
Page 1 of 7
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 Contractor,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 Contractor 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 Contractor's
responsibilities under the terms of this Agreement and the Contractor 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
Contractor 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 Contractor 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 Contractor 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 Contractor shall operate the Concession Stand:
4.3.1 Anytime two (2) or more baseball/softball fields are scheduled for three(3)
or more continuous hours of play or anytime one (1) baseball/softball field is
scheduled for six (6) or more continuous hours of play. The time periods set forth
in this subsection 4.3.1 shall not include the time between the end of one game and
the beginning of the next game. The City shall provide the Contractor with at least
14 days notice of games scheduled for play which would invoke the Contractor's
obligation under this subsection 4.3.1 to operate the Concession Stand.
4.3.2 Anytime the Contractor receives notice from the City that a City-sanctioned
special event is scheduled to take place at Central Winds Park that is at least three(3)
hours long and is anticipated to generate attendance in excess of 200 people. The
City shall provide the Contractor with at least 14 days notice of any such event.
BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/ILPA Concessions LLC
Page 2 of 7
4.3.3 Such other times as may be determined by the Contractor. The Contractor
shall provide at least seven (7) days prior, written notice to the City of its intent to
operate the Concession Stand under this subsection.
4.4 Licenses and Certification. The Contractor 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 Contractor shall share equally in the
annual renewal costs of these licenses. Further, at least one (1) Contractor representative
shall be trained and certified by the Division as a certified food protection manager. The
Contractor shall ensure that at least one (1) certified food protection manager is present
anytime four(4) or more Contractor volunteers/representatives are engaged in the storage,
preparation or serving of food in the Concession Stand. The Contractor 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 Contractor 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 Contractor 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 Contractor for payment. The
Contractor 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 Contractor 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 City, at its sole discretion, shall be responsible for the selection and
purchase of a replacement air conditioning unit.
4.8 Pest Control. The Contractor shall be responsible for ensuring that monthly pest
control services and maintenance are performed on the Concession Stand.
4.9 Sales Tax. The Contractor shall be responsible for the payment of any applicable
sales tax required by law.
5.0 Compensation; Accounting & Reporting, The City and the Contractor hereby agree as
follows:
BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/ILPA Concessions LLC
Page 3 of 7
5.1 The City shall receive Fifteen Percent(15%)and the Contractor shall receive Eighty-
Five Percent (85%) of the net revenues generated from the Contractor'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 Contractor's operation
of the Concession Stand and consistent with the terms of this Agreement.
5.2 During each year of this Agreement,the Contractor 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 Contractor shall be responsible for maintaining detailed and accurate accounting
records related to its operation of the Concession Stand. The Contractor 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 Contractor'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 Contractor agrees that the City shall have the
right to audit the Contractor's books to get a full accounting of all revenue generated and
expenses incurred with respect its performance under this Agreement. The Contractor 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 Contractor'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 Contractor 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 Contractor shall remain responsible for a pro-rata share of the electric bill for the
Concession Stand through the date of termination. Further, the Contractor 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
Contractor shall purchase and maintain,at its own expense,such general liability insurance to cover
BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/ILPA Concessions LLC
Page 4 of 7
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 Contractor 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 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
Contractor 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 Contractor in accordance with this paragraph on the basis of its not
complying with the Agreement, the City shall notify the Contractor in writing thereof within thirty
(30) days of the date of delivery of such certificates and endorsements to the City. The Contractor
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 Contractor 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
BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/ILPA Concessions LLC
Page 5 of 7
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 two hundred thousand
dollars ($200,000.00), 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
incident or occurrence, exceeds the sum of three hundred thousand dollars ($300,000.00). 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 Contractor 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 Contractor. Said record, document, computerized
information and program, audio or video tape, photograph, or other writing of the Contractor 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 Contractor 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 CONTRACTOR:
Chris Caldwell, Parks & Recreation Director ILPA Concessions LLC
City of Winter Springs Attn: Brian Susa
1126 E. State Road 434 2344 Sebastian Street
Winter Springs, Florida 32708 Mount Dora, Florida 32757
(407) 327-6590 (407) 484-6128 or(407) 702-4401
BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/ILPA Concessions LLC
Page 6 of 7
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.
18.0 Independent Contractor. The Contractor 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.
CONTRACTOR: THE CITY:
ILPA Concessions LLC, City of Winter Springs,
a Florida limited liability company. a Florida municipal corporation.
Brian Susa,Managing Member K• n L. Smi , City Manager
BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/ILPA Concessions LLC
Page 7 of 7
2012 City of Winter Springs EXHIBIT A
Concession Stands Inventory
EQUIPMENT INVENTORY CONCESSION BASEBALL/SOFTBALL CONCESSION SOCCER
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
9/1/2012
BASEBALL/SOFTBALL CONCESSION STAND
OPERATION AGREEMENT
THIS BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
("Agreement"), is entered into this today of Qc+obe r ,2012 by and between the City of
Winter Springs,a Florida municipal corporation("City"),and ILPA Concessions LLC,a Florida
limited liability company("Contractor").
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 Contractor desire to enter into a mutually beneficial
arrangement whereby the Contractor 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
Contractor'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 September 25,2012 and shall remain
effective until midnight on December 31, 2013.
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 in between the baseball/softball fields at Central Winds Park("Concession Stand") and all
concession-related equipment contained therein, which is itemized and identified as "Concession
Baseball/Softball"on Exhibit"A,"attached hereto and fully incorporated herein by this reference
("the Equipment"),to the Contractor,subject to the terms and conditions set forth in this Agreement.
4.0 Engagement; Operation of Concession Stand. The City hereby engages the Contractor
and the Contractor hereby agrees to staff, operate and maintain the Concession Stand for the
compensation arrangement and pursuant to the terms and conditions set forth in this Agreement. No
BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/ILPA Concessions LLC
Page 1 of 7
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 Contractor,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 Contractor 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 Contractor's
responsibilities under the terms of this Agreement and the Contractor 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
Contractor 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 Contractor 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 Contractor 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 Contractor shall operate the Concession Stand:
4.3.1 Anytime two (2) or more baseball/softball fields are scheduled for three(3)
or more continuous hours of play or anytime one (1) baseball/softball field is
scheduled for six (6) or more continuous hours of play. The time periods set forth
in this subsection 4.3.1 shall not include the time between the end of one game and
the beginning of the next game. The City shall provide the Contractor with at least
14 days notice of games scheduled for play which would invoke the Contractor's
obligation under this subsection 4.3.1 to operate the Concession Stand.
4.3.2 Anytime the Contractor receives notice from the City that a City-sanctioned
special event is scheduled to take place at Central Winds Park that is at least three(3)
hours long and is anticipated to generate attendance in excess of 200 people. The
City shall provide the Contractor with at least 14 days notice of any such event.
BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/ILPA Concessions LLC
Page 2 of 7
4.3.3 Such other times as may be determined by the Contractor. The Contractor
shall provide at least seven (7) days prior, written notice to the City of its intent to
operate the Concession Stand under this subsection.
4.4 Licenses and Certification. The Contractor 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 Contractor shall share equally in the
annual renewal costs of these licenses. Further, at least one (1) Contractor representative
shall be trained and certified by the Division as a certified food protection manager. The
Contractor shall ensure that at least one (1) certified food protection manager is present
anytime four(4) or more Contractor volunteers/representatives are engaged in the storage,
preparation or serving of food in the Concession Stand. The Contractor 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 Contractor 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 Contractor 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 Contractor for payment. The
Contractor 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 Contractor 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 City, at its sole discretion, shall be responsible for the selection and
purchase of a replacement air conditioning unit.
4.8 Pest Control. The Contractor shall be responsible for ensuring that monthly pest
control services and maintenance are performed on the Concession Stand.
4.9 Sales Tax. The Contractor shall be responsible for the payment of any applicable
sales tax required by law.
5.0 Compensation; Accounting & Reporting. The City and the Contractor hereby agree as
follows:
BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/ILPA Concessions LLC
Page 3 of 7
5.1 The City shall receive Fifteen Percent(15%)and the Contractor shall receive Eighty-
Five Percent (85%) of the net revenues generated from the Contractor'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 Contractor's operation
of the Concession Stand and consistent with the terms of this Agreement.
5.2 During each year of this Agreement,the Contractor 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 Contractor shall be responsible for maintaining detailed and accurate accounting
records related to its operation of the Concession Stand. The Contractor 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 Contractor'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 Contractor agrees that the City shall have the
right to audit the Contractor's books to get a full accounting of all revenue generated and
expenses incurred with respect its performance under this Agreement. The Contractor 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 Contractor'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 Contractor 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 Contractor shall remain responsible for a pro-rata share of the electric bill for the
Concession Stand through the date of termination. Further, the Contractor 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
Contractor shall purchase and maintain,at its own expense,such general liability insurance to cover
BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/ILPA Concessions LLC
Page4of7
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 Contractor 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 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
Contractor 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 Contractor in accordance with this paragraph on the basis of its not
complying with the Agreement,the City shall notify the Contractor in writing thereof within thirty
(30) days of the date of delivery of such certificates and endorsements to the City. The Contractor
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 Contractor 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
BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/ILPA Concessions LLC
Page 5 of 7
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 two hundred thousand
dollars ($200,000.00), 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
incident or occurrence, exceeds the sum of three hundred thousand dollars ($300,000.00). 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 Contractor 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 Contractor. Said record, document, computerized
information and program, audio or video tape, photograph, or other writing of the Contractor 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 Contractor 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 CONTRACTOR:
Chris Caldwell, Parks &Recreation Director ILPA Concessions LLC
City of Winter Springs Attn: Brian Susa
1126 E. State Road 434 2344 Sebastian Street
Winter Springs, Florida 32708 Mount Dora, Florida 32757
(407) 327-6590 (407)484-6128 or(407) 702-4401
BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/ILPA Concessions LLC
Page 6 of 7
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.
18.0 Independent Contractor. The Contractor 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.
CONTRACTOR: THE CITY:
ILPA Concessions LLC, City of Winter Springs,
a Florida limited liability company. a Florida municipal corporation.400P
rian Susa,Managing Member K• n L. Smi ,Ci*y MTwiager
BASEBALL/SOFTBALL CONCESSION STAND OPERATION AGREEMENT
City of Winter Springs/ILPA Concessions LLC
Page 7 of 7
•
2012 City of Winter Springs EXHIBIT A
Concession Stands Inventory
QUIP LENT IA E TORY CONCESSION BASEBALUSOFTBALL CONCESSI•N SOCCER
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
9/1/2012