CONCESSION MANAGEMENT AGREEMENT FOR THE HARBORVIEW CENTER
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CONCESSION MANAGEMENT AGREEMENT
FOR THE CITY OF CLEARWATER
HARBORVIEW CENTER
THIS CONCESS}~AGE~~EMENT (the "Agreemeftt'') is
entered into this ay of a , 1996, between Globe
Facility Services, Inc. (Globe), Bosto Concession Group, Inc. (Operator) and the
City of Clearwater (City) to manage the food and beverage service for the
Harborview Center (Center).
Whereas, Globe has an agreement with City to manage the Center, a facility used for
the purpose of hosting conventions, trade shows, civic events, and other
entertainment for residents of and visitors to Clearwater, Florida.
Whereas, Globe and the City have decided to grant an exclusive concession to the
Operator for food and beverage services for the Third Level of the Center, and the
option for food and beverage service to the First Level as determined by Globe/City.
The Operator is ready, willing and able to provide such services and concessions in
accordance with this Agreement.
Whereas. Operator has entered into an agreement with Delectables Fine Catering, a
Florida based company, to provide certain on site services.
Whereas, Globe and the Operator have agreed that the Operator should be
compensated for operating its Food and Beverage Services both on a management
fee basis and for a share of profits, as more fully set forth hereafter.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
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I. DEFINITIONS
A. "Accounting year" means the fiscal accounting year of the City of Clearwater,
except for transition period of April 8, 1996, through September 30, 1996.
B. "Agreement" shall refer to the Exclusive Rights Agreement executed between the
Operator and the Harborview Management/City in accordance with these
specifications and the Operator's proposal submitted and accepted by the
Harborview Management/City, all of which will be incorporated into the
Agreement.
C. "City" shall refer to the City of Clearwater, a municipal corporation organized
and existing under the laws of the State of Florida.
D. "Expenses" shall include but are not limited to normal operating expenses of a
food and beverage department, excluding the cost of collecting bad debts and
gratuities to the extent paid to Operator's service employees.
E. "Facility" shall refer to the First and Third Levels of the Harborview Center,
Clearwater, Florida.
F. "General Manager" shall refer to the Chief Operating Officer of the Harborview
Center or his/her designated representative.
G. "Gross Receipts" shall refer to the total amount of money earned by the Operator
or any agent or employee of the Operator from all sales on an accrual basis made
as a result of the service rights granted under the Agreement, excluding sales
taxes and any uncollected amounts. Gratuities shall also be excluded from gross
receipts to the extent paid out to Operator's service employees (excluding
management and full-time, salaried employees). Any gratuities not paid out as
defined above shall be included as gross receipts.
H. "Harborview Management" shall refer to Globe Facility Services during its term
with the City of Clearwater and should Globe Facility Services no longer serve in
this capacity, Harborview Management, shall refer to the City of Clearwater's
designee.
1. "Licensee" shall refer to any person or entity that may from time to time enter
into any agreement for the use of the Facility's for a particular purpose.
J. "Operator" shall refer to the Boston Concession Group selected by the
Harborview Management/City to provide the services set forth herein.
K. "Profit" means excess during the Accounting Year of the Gross Receipts over the
sum of Expenses and the Management Fee.
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II. UTILITIES
A. Harborview Management/City shall provide electricity, gas, sewer and water
services for use by Operator in the production kitchen as an operating expense of
the Operator. The intent is to allocate only actual costs associated with the
production kitchen. Operator is required to develop an effective and continuous
Energy Management and Conservation Program for his operations throughout
the term of this Agreement.
B. Operator shall include as an operating expense telephone expenses reasonably
related to the Operation.
C. Should the Operator require any additional utility capacity and/or outlets beyond
those provided, the cost of such installation and hookups will be an operating
expense, as approved by the General Manager, but such approval shall not be
unreasonably withheld.
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III. OPERATIONS
A. The Operator shall render service to the public in a professional manner. No
pressure or coercion shall be used by the Operator in an attempt to influence the
public to use the services or products of the Operator. All Operator's sales
activities shall be conducted and operated under the supervision of the General
Manager and shall in no way interfere with the orderly operation of any event.
The sales shall be conducted at such times from and at locations designed by the
General Manager or his authorized representative. Operator and his employees
will not distribute literature of any kind other than that directly related to the
operation services in the Facility. The Operator shall at all times exercise
prudent, reasonable and experienced judgment in the serving of alcoholic
beverages. The Operator shall at all times use only qualified and supervised
personnel with training as required by Florida law for the sale of alcoholic
beverages.
B. The Operator shall operate the areas designated for the purpose of the sale at
retail to the public at the Facility, in an efficient manner for the convenience and
safety of the public during all designated Facility events and at such other times
as shall be reasonably required by the General Manager.
C. Programming for all events requiring the services of the Operator shall be
scheduled by the General Manager or his authorized representative.
Programming offered by the Operator utilizing the Facility shall be accepted and
incorporated into the official Calendar of Events, provided that said activities are
consistent with the policies of the Harborview Management/City and provided
that said events are not in competition or conflict with Facility sponsored events.
D. The Operator shall employ and compensate his own help, vendors and
employees; and all said employees, counter help, or vendors shall meet all the
requirements set out herein. The employees shall be neat and clean in
appearance and be courteous towards the patrons, the public and their fellow
employees. All employees of the Operator shall enter and leave the Facility via
the entrance(s) so designated by the General Manager. Operator's employees
shall park in areas designated by General Manager. The Operator shall be solely
responsible for the payment of all Federal, State and Local employment taxes and
Health/Welfare benefit plans and other fringe benefits.
The Operator shall have a drugfree workplace policy. The General Manager
reserves the right to request the dismissal of any employee for drinking alcoholic
beverages and/or using illegal substances. General Manager reserves the right at
all times to request the dismissal of any employee of Operator for cause. The
General Manager shall provide office space and locker room space as available
for employees of Operator.
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E. The General Manager shall have the prior right to approve the selection of
Operator's Manager. No replacement of the Operator's Manager will be
permitted without prior approval of the General Manager, including interviewing
and approving the replacement Manager for Operator at least thirty (30) days
prior to the departure of the previous Manager.
F. Operator shall provide event staffing in accordance with the following standards:
1. Waiter/waitresses
a. one per twenty five guests for sit down luncheons and dinners
b. one per thirty guests for sit down breakfasts
c. one per thirty guests for luncheon and dinner buffets
d. one per forty guests for breakfast buffets
e. one per one hundred guests for cocktail parties
2. Bartenders
a. one per one hundred guests for host bars
b. one per one hundred twenty-five guests for cash bars
The Operator may modify the staffmg level for an event or function with the
prior consent of the General Manager. The Operator shall modify personnel
levels at the General Manager's discretion, should the level of service to the
public be deemed unsatisfactory.
G. Operator shall provide General Manager with the following upon final approval
of this Agreement:
1. Copy of the Operators Employee Handbook
2. A statement identifying the sources to be used for obtaining non-
management labor.
3. The entry-level training programs outline for all customer-contact
personnel.
H. All employees of Operator shall be neatly attired in uniforms. All uniforms are
subject to prior approval by the General Manager.
I. All beverages sold either at fixed or portable locations or vended (except for
catered events) shall be sold in paper or plastic cups. The General Manager shall
have the right of approval of all containers.
J. All uniforms, plastic and paper cups, containers, napkins, matchbooks, etc. must
prominently display the Center's name and/or logo. Operator's logo may be
displayed at the discretion of the General Manager. All artwork and design
specifications will require prior approval of the General Manager.
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K. Operator shall be permitted to operate or subcontract vending machines subject
to the approval of the General Manager as to the location, number of machines
and products sold. All such sales shall be included in the Operator's gross
receipts.
L. Chewing gum will not be sold by the Operator, either manually or through
vending machines.
M. The Operator shall not interfere with the free distribution of food and drinks or
any other items of any nature whatsoever, where such distribution has been
authorized by the General Manager. Free samples may be given away by or on
behalf of or with permission of any person or organization which has properly
engaged the Facility at trade shows, cooking schools, exhibitions and
conventions at the discretion of the General Manager. The Operator will be
required to provide or modify operations upon request of any Licensee, when it
has been approved by the General Manager as in the best interest of the Licensee
or is necessary to comply with the terms of the Agreement between the Facility
and said Licensee.
N. Operator shall submit to the General Manager, for approval, reasonable rules and
regulations for the operation of the concessions. Final decision as to whether or
not alcoholic beverages may be sold at an event shall be determined by the
General Manager. The decision to refuse service of alcoholic beverages to any
individual shall be the sole responsibility of the Operator.
O. The General Manager shall decide any and all questions which may arise as to
the acceptability of services rendered, and as to the manner of performance, and
questions which arise as to the interpretation of the conditions and the
specifications and all questions as to the acceptable fulfillment of Agreement,
except the actual termination shall only be accomplished with Harborview
Management/City approval.
P. Harborview Management shall be responsible for providing set-up and tear-down
labor and equipment for banquets and receptions. All table decoration, skirting,
water service, etc. are the responsibility of the Operator.
Q. Operator shall operate concessions during move-in and move-out days for trade
shows, exhibitions, conventions and rehearsals on request of the General
Manager.
R. Operator shall be required to provide sufficient levels of working capital (till
funds, petty cash, and inventory) to adequately serve the patrons of the Center at
all times.
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S. Operator agrees that it shall not discriminate against any person with respect to
opportunity for employment or conditions of employment because of race, color,
religion, national origin, age, sex, or disability and warrants that it will comply
with all applicable state and federal laws relating to employment practices.
T. The days and hours of operation for the food and beverage services shall be
subject to the prior approval of the General Manager.
U. The Operator shall submit a staffmg plan and associated budget for approval by
the General Manager no later than 60 days prior to the beginning of the
Accounting Year. Such plan may be revised or modified at the sole discretion
of the General Manager.
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IV. MAINTENANCE AND CLEANUP
A. Operator shall maintain all equipment and small wares used in performance of his
duties, including rolling stock, in a good state of repair, including maintenance or
repair necessitated by ordinary wear and tear.
B. Operator shall replace, as an operating expense, any smallware equipment
damaged beyond repair, or rendered useless by wear and tear, unless, in the sole
opinion of the General Manager the equipment is unnecessary to the proper
functioning or the food service operation. Replacement equipment shall be
subject to approval of the General Manager as to type and similarity to that
replaced.
C. Operator and Harborview Management agree to conduct periodic joint
inspections to determine the need for replacing any equipment other than
smallwares rendered useless by wear and tear. The General Manager will
determine in his sole opinion whether the equipment is necessary and needs to be
replaced. The cost of replacement will be the responsibility of Harborview
Management/City. Any equipment damaged through negligence of the Operator
shall be repaired at the Operator's sole cost and expense.
D. The Operator shall maintain all food service areas in a clean and sanitary
condition in accordance and consistent with all applicable rules, demands and
requirements of law, pertinent health and sanitary codes, and requirements of
duly authorized health authorities of the City of Clearwater and Pinellas County
and any other health department having jurisdiction.
E. Operator shall, as an operating expense, engage and supervise exterminators to
control vermin and pests as is necessary, but at least monthly. Such
extermination services shall be supplied in all areas where food is prepared,
dispensed or stored.
F. All refuse and waste materials created by the Operator's operations in all public
areas shall be promptly disposed of after each event as an expense of the
operation. Waste foods shall be kept in closed metal containers until removed
from the Facility. Such removal shall be made promptly during and after the
event. The entire area within a radius of twenty-five (25) feet of each stand,
commissary and work area shall be kept free and clear from all nuisance.
Damage to floors, walls, windows or other property in said radius by reason of
operation of said stand shall be repaired at Operator's expense. Operator shall
employ the necessary personnel before, during and after hours of any event to
comply with these provisions.
G. Operator shall provide General Manager with copies of all maintenance contracts
and cleaning and maintenance schedules on at least an annual basis.
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H. The General Manager, at his sole discretion, shall determine acceptable
performance levels relative to maintenance and sanitary conditions.
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v. PRODUCTS TO BE SOLD, PRICES
A. Operator has the exclusive right for Food and Beverage Services on the Third
Level of the Center, subject to other provisions of this Agreement, to sell all
foods and beverages, including alcoholic beverages, candy (except gum ) and
other products. Rights for the sale of novelties, souvenirs, merchandise and
programs are excluded from this Agreement; but, may be included at the
discretion of the General Manager. Providing food and beverage services for the
First floor and other areas under Harborview Management/City control, are at the
sole discretion of the General Manager notwithstanding other agreements.
The exclusive rights granted hereunder shall not be construed as to prevent or
prohibit Harborview Management or any licensee or lessee of the Facility from
engaging in or contracting for, with General Manager's approval, outside
catering services, excluding liquor, for special events not to exceed five (5) total
such events per Facility's fiscal year and for City Department events, when
required by the City Manager. The intent is to limit these to Recreation
programs that are not catered type events. The Operator, however, shall be
considered the exclusive catering service provider, and Harborview
Management will recommend the Operator as first choice for all catered events
provided the Operator demonstrates the required catering capabilities. Use of
the Facility by an outside catering service shall not include the use of any of
Operator's occupied areas or equipment other than the service corridors unless
otherwise agreed to by Operator and General Manager.
B. Operator shall provide those types of services normally associated with
convention Center operations from the standpoint of customer, tenant, public and
building needs. These services are primarily concession and catering related
functions. Additionally, specialized services consisting of, but not limited to the
following, will be required:
1. Room Service- this service is pertinent to meeting rooms used
by clients with services requested ranging from snacks to elaborate
catered meals. This type of service often involves quantity amounts
of food as opposed to individual orders, requires constant attention by
Operator for re-supply and freshness purposes, and often must be
serviced around meeting time and/or other constraints imposed by the
client or Facility management.
2. Exhibitor Services- exhibitors at convention or trade shows
may choose to entertain clients with food and/or beverage items
served directly in their booth display locations.
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3. Personnel Service- there will be occasions when Operator is called
upon to provide hostslhostesses, bartenders and/or waiter/waitresses
for specialized functions. These functions are not to be confused with
or detract in any way from the normal services and staffmg for which
Operator is responsible under this Agreement.
4. Water Service- Operator shall provide head table water service for all
meetings in the Facility at no charge to the licensee. This service shall
consist of glasses and pitchers for ice water. In addition, the licensee
may from time to time request water service in meeting rooms for the
audience which Operator shall also provide at no charge, upon
direction from the General Manager.
5. Off site Catering- Operator, subject to General Manager's approval,
is encouraged to seek offsite catering opportunities so long as they do
not interfere with Facility events. Offsite catering income generated
from use of Facility's production kitchen and/or equipment will be
included in Operator's gross receipts.
C. Operator recognizes that the quality of items sold at Facility is a matter of highest
concern to the Harborview Management/City and is the essence of the
Agreement. Operator represents and warrants that all items sold will be of the
highest possible quality.
Operator shall provide products of quality and at prices at least consistent with
similar products presently being offered in other similar Facilities. The General
Manager reserves the right to determine whether a particular product complies
with the above standard, which right shall be exercised reasonably.
D. General Manager shall meet with Operator to review products to be sold and
prices to be charged on an annual basis. Whenever unique economic conditions
result in unusual cost increases to Operator, General Manager will consider a
request by Operator for price changes at times other than the annual date.
E. Operator shall procure all food, beverage and operating supplies from local
sources where possible, provided local sources meet quality requirements and are
price competitive.
F. All merchandise kept for sale shall be subject to inspection and approval or
rejection by the General Manager or his duly authorized representative during all
times that the concession is in operation.
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G. General Manager retains the right to permit the sale of all alcoholic beverages in
the Facility in his sole discretion. If any Licensee with prior approval of the
General Manager requires that its patrons be allowed to bring alcoholic
beverages upon the premises~ then the Operator shall have the right to sell ice~
cups and beverages~ commonly referred to as set-ups~ as well as levy an
appropriate corkage charge agreeable to the General Manager during such
functions.
H. Operator understands and agrees that the General Manager can place reasonable
restrictions on the sale of food~ beverage and concession items where necessary
because of the nature of the function.
I. Operator understands and agrees that food and/or beverages may be necessary to
certain functions themselves~ i.e.~ a restaurant~ or other food related type show~
and in such cases the Harborview Management/City~s contract with the licensee
may permit licensee to dispense free or for sale food and/or beverage items. The
Operator shall not be entitled to any commission or revenue from such
dispensing or function. The General Manager agrees to limit the size and quantity
of such items.
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VI. FINANCIAL CONSIDERATIONS
Harborview Management/City and the Operator have agreed that the compensation
for operating food and beverage services at the facility be on a management fee basis
and a share of profits ~ as set forth hereafter.
A. ImD
The term of this agreement is for an initial transitional period from the
effective date of this agreement to September 30~ 1996. A five (5) year term
shall then commence on October 1 ~ 1996~ and end September 30~ 2001.
B. Sales Promotion Fund
Operator shall expend a sales promotion fund equal to one and one half
percent (1.5%) of total annual gross receipts each year to be used by the
Operator and the Facility to advertise and promote the use of the Facility
food and beverage services. All expenditures from this fund require the prior
approval of the General Manager and shall be considered an operating
expense.
C. Management Fee
Operator shall receive eight percent (8%) of gross receipts of the food and
beverage services up to $1~000~000 and seven percent (7%) of the gross
receipts of food and beverage in excess of$I~OOO~OOO~ paid monthly~ as an
operating expense~ calculated on an Accounting Year basis. This shall be
paid on an accrual basis with generally accepted accounting principles.
D. Share of The Profits
Operator shall receive ten percent (10%) of profit after payment of operating
expenses including the management fee on gross receipts of food and
beverage service. This shall be paid on an Accounting Year basis. This shall
be paid on an accrual basis with generally accepted accounting principals.
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E. Operating Expense
Operating expenses shall be the sum of Operator's actual expenditures for
the following items~ all of which shall be reimbursed by the food and
beverage Account as approved by the General Manager~ and determined on
an accrual basis in accordance with generally accepted accounting principles:
1. Operator's cost of labor and payroll directly related to the Center's food
and beverage department~ (excluding Operator's home office executive
staff~ but including those employees which may from time to time be
brought or relocated by the Operator to the Center to participate or assist
directly in Operator's opening at the Center or in the servicing of any
subsequent event at the center)~ except for $15~000 administration charge
for payroll~ accounts payable and receivables~ performed at corporate
office. This practice and fee may be discontinued at the discretion of the
General Manager. All such expenditures are subject to the prior
budgetary approval of the General Manager.
2. The direct costs of all food~ candy, tobacco, beverages~ merchandise~
materials and supplies used during the course of operating the Facility
food and beverage department.
3. All other direct costs incurred by the Operator in connection with the
Facility food and beverage department~ including~ but not limited to~
taxes (excluding sales taxes)~ vehicle expenses related to vehicles
permanently assigned to the operation~ audit accounting fees~ insurance~
licenses~ utilities, bank charges~ freight~ pest control~ permits~ employee
search and recruiting costs~ employee relocation expenses (for managers
and assistant managers only)~ office supplies~ postage, advertising and
promotional expenses~ maintenance and repair of equipment~ rental
expenses~ linen and uniforms~ telephone~ credit card expenses and
replacement of smallwares and expendable equipment.
F. Upon the request of the City ~ the Operator will advance Harborview
Management/City up to two hundred and fifty thousand dollars ($250~000).
The first one hundred thousand dollars ($1 OO~OOO) would be interest free and
any additional amounts would be prime plus one percent (1 %). This advance
provides capital for equipment. The advances shall be returned in equal
installments at the end of each Accounting Year during the term of this
agreement. This installment shall be paid from the Center's budget.
However~ at the end of the term Harborview Management/City is obligated to
pay any unpaid balance not paid at the end of the Accounting Year.
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G. Operating Deficit Guarantee
Starting with the first full Accounting Year beginning October 1 ~ 1996~ or
upon issuance of Certificate of Occupancy for the production kitchen and the
Clearwater Room, whichever is latest~ if there is an operating deficit during
any Accounting Year~ the Operator shall be responsible for that deficit~ up to
$50~000 annually. The Operating Deficit beginning with the first full
Accounting Year may be carried for one Accounting Y ear~ as an Operating
Expense. After payment of the Operating Deficit for an Accounting Year~
and within 10 days of the beginning of the subsequent Accounting Year,
Operator shall have the option to terminate this agreement with 60 days
written notice to Harborview/city. Operator shall also be responsible for the
Operating Deficit occurring during the 60 day notice of termination period.
If City takes any formal action affecting the operation of food and beverage
service in the Facility which unreasonably interferes with Operator's rights
and obligations under this agreement~ Operator must notify Harborview
Management/City in writing~ and give Harborview Management/City right to
cure. If Harborview Management/City does not cure, Operator can cancel
Operating Deficit Guarantee. In such event the City may elect to terminate
agreement with 60 day's written notice.
In the event that the Facility is not available for Concessions services by
reason other than Operator's negligence~ for a period of more than 30
consecutive days~ or more than 45 cumulative days in any Accounting Year,
the Operating Deficit Guarantee shall not apply to such Accounting Year.
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VII. RECORDS, ACCOUNTING AND AUDITING
A. All Operator's operations shall conform with the laws~ rules, regulations, and
ordinances of the United States Government~ the State of Florida, Pinellas
County and the Harborview Management/City, and such operations must be
conducted so as not to interfere through noise or odor with any person or
organization which has properly engages Facility or patrons enjoyment of the
premises. Operator shall be subject to any reasonable rules and regulations
which may be set up by the General Manager.
B. The Operator shall, as a cost of business, procure and keep in force during the
entire period of the contract all permits and licenses required by laws, rules~
regulations and ordinances of the State of Florida, Pinellas County and the City
of Clearwater.
C. Operator shall maintain all accounting records and documents regarding
operations at the Facility throughout the term of the Agreement, all in accordance
with generally accepted accounting principals.
D. The General Manager shall be entitled~ at any reasonable time~ to conduct his
own inventory of products and equipment maintained at the Facility under this
Agreement.
E. Operator shall submit all receipts to Harborview Management Event Account,
through which all receipts under the Agreement shall be deposited and records of
receipts so deposited kept.
F. Operator shall keep full and complete records of his operations at the Facility
satisfactory to the General Manager. Operator shall submit a written monthly
statement to the General Manager no later than the twentieth (20th) day of each
month covering the entire preceding month. Upon presentation by the Operator
to the Harborview Management/City of documentation establishing that Operator
has incurred an expense for which it is entitled to reimbursement by the
Harborview/Management for operating expenses~ such documentation to be in a
form which substantiates that Operator has received the good, product, item or
service for which reimbursement is sought and the exact amount of the cost
incurred by the Operator and taking into account any discounts or credits
received by Operator or any related affiliate or parent company, Harborview
Management/City shall promptly reimburse Operator for such expense. Payment
shall ordinarily be ready within seven (7) days of receipt of the payment request
and proper documentation. Harborview Management/City shall notify Operator
within seventy-two (72) hours of receipt of any payment request if the request
will be denied or if additional documentation is necessary. In any event all
undisputed amounts will be paid.
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G. An annual audit of sales and expenses prepared by certified public accountants
selected by the Operator and approved by the General Manager must be
submitted to the General Manager no later than sixty (60) days after the end of
the initial Agreement year and each subsequent year of the Agreement. The
annual audit report will be prepared in a format acceptable to the General
Manager and shall be considered an operating expense.
H. If the General Manager is not satisfied with the statements submitted by the
Operator as provided for herein, the General Manager shall have the right to
make a special audit, by auditors selected by the Harborview Management/City,
of the books and records required to be made and prepared by the Operator.
I. The Operator shall disburse all taxes required by Federal, Florida, and local
authorities and shall pay any applicable taxes relating to food service operations,
equipment, inventory and/or rents.
J. The Operator shall submit to Harborview Management/City the following reports
on its operation at the Facility:
1. Daily and monthly revenue and expense reports.
2. Daily event sales reports.
3. Annual revenue and expense report corresponding with Harborview
Management/City's fiscal year and reconciling with previous year's
monthly reports.
4. An annual revenue and expense budget and semi-annual revised revenue
and expense budget.
5. An annual equipment and smallwares inventory.
6. Staffing reports and associated budget.
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VIII. INDEMNITY, RELEASE, INSURANCE AND SECURITY
A. Indemnity
To the fullest extent permitted by law, the Operator shall defend, indemnify
and hold harmless the Harborview Management/City, and its agents and
employees from and against all claims, damages, losses and expenses arising
out of~ connected with, or resulting from, directly or indirectly, any failure of
the Operator to perform in accordance with the terms, conditions and
specifications of this proposal. Said claims, damages, losses and expenses
shall include but are not limited to attorney's fees and any claims, damages,
losses and expenses due to the non-performance of this Agreement.
B. Safety
The Operator shall at all times enforce by adequate supervision and training
of supervisory personnel a safe working environment for all employees~
including the supervision of all services which relate to the general safety and
welfare of any persons exposed to the services performed under the
Agreement by Operator.
The Operator agrees to fully cooperate with the Facility in any employee and
public safety program sponsored by the General Manager. The Operator
agrees to conduct all of its operations with due diligence and care for the
safety of all persons at all times.
C. Operators Insurance
During the term of the agreement~ the Operator shall provide, pay for as a
cost of business, and maintain with companies satisfactory to the Harborview
Management/City the types of insurance described herein. All insurance
shall be from companies duly authorized to do business in the State of
Florida, and shall be issued and counter-signed by duly authorized
representatives of such companies for the State of Florida All liability
policies shall provide that Harborview Management/City are additionally
insured as to the operations of the Operator under this Agreement and also
shall provide the Severability of Interest Provision.
Promptly after written Notice of Award of the Agreement, the insurance
coverage and limits required must be evidenced by properly executed
Certificates of Insurance on forms which are personally manually signed by
the Authorized Representative of the insurance company shown in the
Certificate with proof that it is an authorized representative thereof. Thirty
(30) days written notice by registered or certified mail must be given the
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Harborview Management/City of any cancellation, intent not to renew, or
reduction in the policy coverage's, except in application of aggregate liability
limits provisions. Should any aggregate limit of liability coverage be
reduced~ it shall be immediately increased back to the limit required in this
Agreement. The insurance coverage's required in this Agreement are to be
primary to any insurance carried by the Harborview Management/City or any
self-insurance program thereof.
If any General Liability Insurance required herein is to be issued on a "claims
made" form as opposed to the "occurrence" form, the retroactive date for
coverage shall be no later than the commencement date of the project and
shall provide in the event of cancellation or non-renewal that the discovery
period for insurance claims (Tail Coverage) shall be unlimited.
The insurance coverage and limits required of the Operator under this
Agreement are designed to meet the minimum requirements of the
Harborview Management/City. They are not designed as a recommended
insurance program for the Operator. The Operator alone shall be responsible
for the sufficiency of its own insurance program. Should the Operator have
any questions concerning his exposure to loss under this Agreement or the
possible insurance coverage needed therefor, it should seek professional
assistance. The Harborview Management/City will in no way be responsible
to the Operator or any other party for the inadequacy of the Operator's
overall insurance program.
Should at any time the Operator not maintain the insurance coverage required
in the Agreement, the Harborview Management/City, at its sole discretion~
shall be authorized to purchase such coverage and charge the Operator for
such coverage purchased. The Harborview Management/City shall be under
no obligation to purchase such insurance or be responsible for the coverage
purchased or the fmancial stability of the insurance company used. The
decision of the Harborview Management/City to purchase such insurance
coverage's shall in no way be construed as a waiver of its rights under this
Agreement.
All of the required insurance coverage in this Agreement must be issued as
required by law and must be endorsed, where necessary, to comply with the
minimum requirements contained herein. Also, thirty (30) days written
notice by certified or registered mail must also be given to all partners as to
cancellation of the policies and any change that will reduce the insurance
coverage required herein. Renewal Certificates of Insurance on the
Harborview Management/City's form must be provided to Harborview
Management and to the City Risk Manager twenty (20) days prior to
expiration of current coverage's so that there shall be no interruption in the
work due to lack of proof of insurance coverage's required of the Operator in
this Agreement.
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The General Manager shall have the right to receive certified true copies of
insurance contracts to support the Certificates of Insurance. This Agreement
may be terminated by the Harborview Management/City without penalty or
expense if any policies requested hereunder are not provided the General
Manager within thirty (30) days of the date when the policies were requested.
(1) Workers Compensation and Employers Liability Insurance shall be
provided for all employees engaged in the work under this contract, in
accordance with the laws of the State of Florida. The amount of
Employers Liability Insurance shall be not less than:
$100,000 Limit Each Accident
$500,000 Limit Disease Aggregate
$100,000 Limit Disease Each Employee
(2) Comprehensive General Liability Insurance shall be maintained by the
Operator with a limit of not less than:
Bodily Injury Liability - $1,000,000 Limit Each Occurrence
Property Damage Liability - $250,000 Limit Each Occurrence
OR
Bodily Injury & Property - $1,000,000 Combined Single
Damage Liability Limit Each Occurrence
and shall ~ include Personal Injury, Liability for Independent
Contractors, Broad Form Property Damage including Completed
Operations~ and Products & Completed Operations Coverage.
Should the Operator's General Liability Insurance be written or
renewed on the new Commercial General Liability form, then the
limits of coverage required shall not be less than:
Bodily Injury & Property Damage Liability-
$1,000,000 Combines Single Limit Each Occurrence
$1,000,000 Aggregate for the locations where the work is
performed under this Agreement.
(3) Automobile Liability Insurance shall be maintained by the Operator in
accordance with the laws of the State of Florida, as to the ownership,
maintenance, and use of all owned~ non-owned, leased or hired vehicles.
The limit of coverage shall not be less than:
Bodily Injury Liability - $1,000,000 Limit Each Person
- $1~000,000 Limit Each Accident
Property Damage Liability - $250,000 Limit Each Accident
OR
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Bodily Injury & Property - $1,000,000 Combined Single Limit
Damage Liability Each Occurrence
(4) Umbrella Liability Insurance or Excess Liability Insurance. If used to
reach the $1,000,000 limits of Liability required, the limits of Liability
Insurance for the Comprehensive General Liability and Automobile
Liability Insurance Coverage required in this section shall be not less
than:
Bodily Injury Liability - $500,000 Limit Each Person~ Each Accident
Property Damage Liability - $100,000 Limit Each Accident
OR
Bodily Injury & Property - $500,000 Combined Single Limit
Damage Liability Each Occurrence
(5) Liquor Liability Insurance. Operator shall maintain:
a. A Liquor Liability Insurance policy on an "occurrence"
basis in an amount not less than $1,000,000 combined
single limit providing insurance coverage for bodily
injury and property damage arising out of the sale~ use, or
dispensing of alcoholic beverages on the Facility premises.
b. In lieu of a Liquor Liability Insurance policy, Operator
may provide a Comprehensive General Liability policy
in the amount shown above in paragraph (a), properly
endorsed to eliminate the liquor liability exclusion normally
found in such insurance policies.
c. The Harborview Management/City shall be specially
included as an additional insured on all Liquor Liability
Insurance policies.
D. Notice
The Operator shall immediately report in writing to the City's designated
Risk Manager and to the General Manager any incident which might
reasonably be expected to result in any claim in any of the coverage's
mentioned herein. The Operator agrees to cooperate with the Harborview
Management/City Risk Manager and the General Manager in promptly
releasing reasonable information periodically as to the disposition of any
claims, including a resume of claims experience, relating to all of its
operations at the Facility.
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IX. DEFAULT AND TERMINATION
A. In the event Operator shall default in any of the payments~ obligations or
conditions set forth in the Agreement~ the Harborview Management/City may
terminate the Operator for such default in writing.
B. Written notice referred to in this Article shall be deemed delivered upon
presentation to any person designated by the Operator as the Manager, or by
mailing the same certified or registered mail to the address of the Operator in the
proposal~ or the address of the Harborview Management/City in the case of
notice by the Operator.
C. Within five (5) days receipt of notice of default from the Harborview
Management/City, Operator shall correct such default if the default is with
respect to any payment required to be made by the Operator, or within thirty (30)
days of receipt if the notice of the default if it is of any other nature. In the event
Operator fails to correct the default to the satisfaction of the Harborview
Management/City within the time specified, then this Agreement can be
terminated by Harborview Management/City. Failure to terminate will not be a
waiver of any rights herein.
D. In the event that the Agreement is terminated upon default, the Harborview
Management/City may assume control of the operation and all equipment
installed at the Facility and the Harborview Management/City may continue to
operate the same until satisfactory arrangements may be reached with the
Operator concerning the default, or until the Harborview Management/City shall
obtain the services of another Operator.
E. In the event the Operator cannot perform its obligations under Agreement
because of a labor dispute, such non-performance will not be considered a
default; provided~ however~ that in the event of a labor dispute~ the Harborview
Management/City may operate the concessions until the labor dispute is settled.
F. In the event a decree or order by a court having jurisdiction shall be issued (a)
adjudging the Operator bankrupt or insolvent; or (b) approving a petition seeking
reorganization of the Operator under any section of the National Bankruptcy Act,
as amended; (c) ordering or approving the winding up or liquidation of the
Operator~s affairs; or (d) appointing a receiver or a liquidator or a trustee in
bankruptcy or the Operator or its property; if the Operator shall institute
proceedings to be adjudicated a voluntary bankruptcy or insolvency proceedings
against it, or shall file a petition or answer a consent seeking reorganization
under any State Insolvency Law, or shall admit in writing an inability to pay its
debts generally as they become due~ or take action in furtherance of any of the
aforesaid purposes, or shall abandon the Agreement, then the Harborview
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Management/City may terminate the Agreement and all rights of Operator to
continue to operate the concession thereunder.
G. Upon notice ofa termination of the formal Agreement~ the alcoholic beverage
license shall revert to the City, and Operator shall have no rights to said license.
H. In the event of such termination, the Operator shall be liable for all payments
required to be made to the Harborview Management/City up to and including
said date of termination.
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OTHER CONDITIONS
A. The rights and privileges granted hereunder shall not be assigned or transferred
in any manner whatsoever by the Operator without written approval of the
Harborview Management/City.
B. No agreement to modify, or modification to, the Agreement shall be binding on
Harborview Management/City unless the same is reduced to writing and
executed by the Harborview Management/City with at least the same formalities
as the Agreement.
C. In the event that Operator should hold over. and remain in possession of the
premises after the expiration of the term of this Agreement or the termination for
any other cause, such holding over shall not be deemed to operate as a renewal
or extension of the Agreement, and such hold over may be terminated at any time
by Harborview Management/City.
D. Operator shall not make any discrimination, distinction or restriction on account
of color, race, religion, ancestry, age, national origin, sex or handicap. Upon
fmal determination by a court of competent jurisdiction that Operator has
violated this Section, this Agreement shall be deemed terminated and Operator's
further rights hereunder forfeited.
E. Operator shall not advertise in any manner or form, on or about the Facility
except by means of such signs or forms of advertising as may be approved by the
General Manager.
F. Operator shall at all times comply with all applicable laws, rules, regulations and
orders of the Federal Government, State of Florida, Pinellas County and City of
Clearwater, and also shall abide by all rules, regulations and directives prescribed
by the General Manager.
G. The Operator shall be an independent contractor and nothing within the Request
for Proposals or the Agreement shall be construed to create joint venture or
partnership by or among the Harborview Management/City and the Operator, nor
shall the Operator hold itself out as or be considered an agent or employee of the
Harborview Management/City.
H. Harborview Management/City reserves the right to require Operator to conduct
screening or testing of all employees for substance abuse.
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I. The Operator has entered into a separate agreement with Delectables Fine
Catering to provide certain on site services. Any changes to that agreement
requires the written approval of Harborview Management/City.
J. In the event any party to this agreement seeks to enforce this agreement, or
interpret any provision of this agreement, by law or through attorneys at law,
or under advice therefrom, the parties agree that all costs, including
reasonable attorney's fees shall be awarded to the prevailing party.
K. This agreement shall be governed by the laws of the State of Florida and shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns, and shall be enforced only in a court of
competent jurisdiction in Pinellas County, Florida.
THIS SPACE LEFT BLANK ON PURPOSE
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SIGNATURE PAGE FOR CONCESSION MANAGEMENT AGREEMENT
FOR THE CITY OF CLEARWATER HARBORVIEW CENTER
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date t above.
. G>"\<..
Attest:
Fh~
Rita Garvey d
Mayor-Commissioner
Approved as to form and
lem1ncy:
Pamela K. Akin, City Attorney
S:\Inewcome\hvconces.agr 4-3-96
BOSTON CONCESSION GROUP,INC.
By: ~~~
Print naiTIe: ~..y A/ 4A'~v:r~(hV tt::-
Title: ~ /~~--e-47'/
GLOBE FACILITY SERVICES, INC.
By: qn~
Print name: [(hone).... f, SlbU~t8
Title: IJ Rey 'oR JV1
CITY OF CLEARWATER, FLORIDA
By:
EI&:~
City Manager
----..
Attest:
~ ~Jlb.~~-~--'"
. a ~9oud~, CitY Cle~\-c- _
.;.-
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