MAKE YOUR FREE Concession Agreement

Concession Agreement

THIS Concession Agreement is made on , between a , , , , and , , , ("Concessionaire").

WHEREAS,

A. is the owner of and seeks the temporary professional services of a skilled independent contractor capable of working without direct supervision, to provide to the general public at , , , ; and

B. The Concessionaire has the requisite skill and experience necessary to provide such services.

NOW, THEREFORE, the parties agree as follows:

That gives and grants to the Concessionaire the license and privilege to operate in on the following terms and conditions:

1. Services.

Concessionaire shall provide services as set forth in Exhibit "A" attached hereto and incorporated by this reference, at concession stand ("Concession Stand") located at ("Services"), in a manner consistent with the accepted practices for other similar services, performed to 's satisfaction, within the time period prescribed by and pursuant to the direction of the responsible officer of or his or her designee.

1.1 Customer Service. Concessionaire and all of its employees, agents, or representatives shall provide the highest quality of customer service and shall treat all customers with courtesy and respect. Concessionaire shall honor all reasonable requests for refunds including requests from customers that are dissatisfied with or the product sold by Concessionaire or from customers who have lost money in any vending machine owned by Concessionaire.

1.2 Employee Appearance. All of Concessionaire's employees, agents, representatives or licensees shall have a neat, clean and sanitary personal appearance and those who come in direct contact with the public shall wear clothing or identification, which distinguishes them as employees of Concessionaire.

1.3 Employee Training. Concessionaire shall provide a training program for its employees, agents, or representatives for the development of the skills and techniques necessary to perform its obligations under this Agreement including but not limited to promoting customer service, produce and service presentation, cleanliness, positive attitude and promoting 's philosophy and policy.

1.4 Staffing. The Concession Stands shall be properly staffed in order to prevent undue delay to the public. Concessionaire shall plan its staffing in advance and anticipate to the best of its ability any events, such as holidays or special events, which may require additional staffing. In the event determines in its sole discretion that Concessionaire is not adequately staffing the Concession Stands, it may notify Concessionaire of that fact and Concessionaire shall endeavor to immediately increase its staffing to meet 's recommendation.

1.5 Hours of Operation. The Concession Stands shall remain open from to of a each day is open for business, unless notifies the Concessionaire of other hours of operation, and such hours of operation shall be posted in a conspicuous place on the Concession Stands.

1.6. Pricing. All pricing of any services or goods as set forth in Exhibit "B" attached hereto and incorporated by this reference, must be competitive and must be approved in writing by . Concessionaire may not change any pricing without the 's prior written consent, which consent may not be unreasonably withheld.

1.7 Products. All services or products offered for sale by Concessionaire to the public shall be approved in writing by prior to distribution or sale of any such products. Concessionaire shall comply with any reasonable requests made by to either add or eliminate certain types of food, beverage or other products.

2. Concession Equipment

2.1 Delivery. Concessionaire agrees to deliver and/or install, within from the execution of this Agreement, at its sole cost and expense, the concession facilities, machines and equipments referred to as "Concession Equipment").

2.2 Alterations. Concessionaire shall not make any alterations, additions or improvements to the Concession Stands or to the Concession Equipment without 's prior written consent, which consent may not be unreasonably withheld. In the event consents to the making of any alterations, additions or improvements to the Concession Stands and/or Concession Equipment, the same shall be made at Concessionaire's sole cost and expense, and in the event such alterations, additions or improvements are made to a structure, building or other improvement attached to the real property, the same will become a part of the real property and be surrendered to upon the termination of this Agreement. has no obligation to alter, remodel, improve, repair, decorate or paint the Concession Stands.

2.3 Temporary Removal of Equipment. In the event notifies Concessionaire that it desires the removal of the Concession Equipment at any time, Concessionaire shall, at its sole cost and expense, remove the Concession Equipment and repair any damage to the real property caused by such removal within days.

2.4 Maintenance. Concessionaire shall, at its sole cost and expense, maintain the Concession Stands and Concession Equipment and the surrounding real property in good condition and repair, including, but not limited to, maintaining the Concession Stands in a neat, clean and sanitary condition and removing all garbage, trash or other debris on a regular basis pursuant to 's instructions.

2.5 Damage to Concession Stands. If the Concession Stands or any part thereof are damaged by any cause other than the sole negligence of , its employees or agents, Concessionaire shall, at its sole cost and expense, restore the Concession Stands to a condition equivalent to or better than their condition immediately prior to such damage.

2.6 's Reimbursement. In the event Concessionaire fails to remove the Concession Equipment pursuant to paragraph 2.3, maintain the Concession Stands or Equipment pursuant to paragraph 2.4, or repair the Concession Stands pursuant to paragraph 2.5, may, but in no event is obligated to, remove the Concession Equipment or perform the maintenance or repair and the Concessionaire shall, upon demand, immediately pay the costs and expenses of such removal, maintenance or repair. In the event Concessionaire fails to comply with the terms of this paragraph, may confiscate the Concession Equipment or any part thereof and sell the same, the proceeds of which sale will be credited against any costs or expenses incurred by . The sale of the Concession Equipment shall not constitute an election of remedies by but will be in addition to any remedies available to at law, in equity, by statute or under this Agreement.

2.7 Utilities, Taxes and Expenses. Concessionaire shall pay all costs and expenses associated with the operation of the Concession Stands other than utility expenses for water and power, which will be paid by . Concessionaire shall pay directly, before delinquency, any and all taxes levied or assessed upon its leasehold improvements, equipment, furniture, fixtures and personal property located on 's property.

3. Term

The term of this Agreement shall commence upon the effective date of this Agreement and shall continue for a period of years and any extension of the period will be at 's discretion ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of and the .

4. Termination.

Prior to the expiration of the Term, either party may terminate this Agreement immediately, with or without cause and with a days notice.

5. Compensation.

5.1 Total Compensation. The Concessionaire agrees to pay an amount equal to % of the Concessionaire's gross monthly revenue plus the applicable Taxes referenced in section 5.6 ("Percentage Payment"). The term "Gross Monthly Revenue" shall mean the total amount charged by Concessionaire, its employees, agents, or licensees, for all goods and merchandise sold or services performed, whether for cash or other consideration or on credit, and regardless of collections, including but not limited to orders taken at the Concession Stand but filled elsewhere and orders taken elsewhere but filled at the Concession Stands.

5.2 Payment Due Date. Concessionaire shall deliver the Percentage Payment to on or before the first day of each month for Gross Monthly Revenue received during the preceding month ("Due Date").

5.3 Access to Records. Concessionaire shall provide a written statement to on the Due Date showing the total Gross Monthly Revenue for the preceding month ("Statement"). Concessionaire will provide or its agents or representatives reasonable access to the books and records of Concessionaire for the purposes of auditing and inspecting the same to verify the Statement. The records shall include documents from which the original transaction entry was made, including sales slips, cash register tapes, and/or purchase invoices.

5.4 Cash Registers. All sales, other than sales from vending machines, shall be recorded by cash registers, which display to the customer the amount of the sale and automatically issue receipts certifying the transaction amount. The cash registers shall be equipped with devices which lock in sales totals, transaction records, produce duplicate audit tape, contain counters which cannot be reset and which record the transaction numbers and sales details on such tape. Any errors shall be noted by Concessionaire on the audit tape with an explanation. Cash register readings shall be recorded by Concessionaire at the beginning and the end of each business day.

5.5 Late Fee. Concessionaire acknowledges that late payment to of the Percentage Payment will cause to incur costs not contemplated by this Agreement, the exact amount of which will be difficult to ascertain. Accordingly, if the Percentage Payment is not received by on the Due Date, Concessionaire agrees to pay a late fee equal to .

5.6 Concessionaire Responsible for Taxes. The Concessionaire shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement.

6. Compliance with Laws.

Concessionaire shall comply with and perform the Services in accordance with all applicable federal, state, and City laws including, without limitation, all City codes, ordinances, resolutions, standards and policies, as now existing or hereafter adopted or amended, including but not limited to the following:

(i) Federal, state and local health, safety and licensing laws relating to the sale of concession goods; and

(ii) City code provisions requiring any person or entity doing business in the City to obtain a business registration.

7. Warranty.

The Concessionaire warrants that it has the requisite training, skill and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to being registered to do the business.

8. Independent Contractor/Conflict of Interest.

It is the intention and understanding of the Parties that the Concessionaire shall be an independent contractor and that shall be neither liable nor obligated to pay Concessionaire sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. The Concessionaire shall pay all income and other taxes as due. Industrial or any other insurance, which is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Concessionaire, shall not be deemed to convert this Agreement to an employment contract. It is recognized that Concessionaire may or will be performing professional services during the Term for other parties; provided, however, that such performance of other services shall not conflict with or interfere with Concessionaire's ability to perform the Services. Concessionaire agrees to resolve any such conflicts of interest in favor of .

9. Indemnification.

9.1 Concessionaire Indemnification. The Concessionaire agrees to indemnify, defend, and hold , its elected officials, officers, employees, agents, and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and all attorney fees) to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or connected with this Agreement to the extent caused by the negligent acts, errors or omissions of the Concessionaire, its partners, shareholders, agents, employees, or by the Concessionaire's breach of this Agreement. Concessionaire's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs.

9.2 's Indemnification. agrees to indemnify defend, and hold the Concessionaire, its officers, directors, shareholders, partners, employees, and agents harmless from any and all claims, demands, losses, actions and liabilities (including costs and attorney fees) to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of , its employees or agents.

9.3 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination.

10. Confidentiality.

All information regarding obtained by Concessionaire in performance of this Agreement shall be considered confidential. Breach of confidentiality by Concessionaire will be grounds for immediate termination.

11. Insurance.

The Concessionaire agrees to carry as a minimum, Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State, Automobile liability insurance and Workers' compensation and employer's liability insurance in such forms and with such carriers who have a rating, which is satisfactory to . shall be named as additional insured on all such insurance policies, with the exception of workers' compensation coverage. Concessionaire shall provide certificates of insurance, concurrent with the execution of this Agreement, evidencing such coverage and, at 's request, furnish with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. All insurance policies shall contain a clause of endorsement providing that they may not be terminated or materially amended during the Term of this Agreement, except after prior written notice to the City. Concessionaire's failure to maintain such insurance policies shall be grounds for 's immediate termination of this Agreement. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination.

12. Non-Exclusive Right.

This Agreement does not grant Concessionaire an exclusive right to distribute its products. reserves the right to grant to other persons or entities any of the rights contained herein or otherwise.

13. Signs.

Concessionaire shall be limited to placing a sign on the concession stand only. Concessionaire shall not place any sign, notice or advertising matter in or about 's real property, without its prior written consent, which consent may be withheld for any reason. If required by City code, Concessionaire shall obtain all necessary permits in connection with any such signs.

14. General Provisions.

14.1 Entire Agreement. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior agreements shall be effective for any purpose.

14.2 Modification. No provision of this Agreement, including this provision, may be amended or modified except by written agreement signed by the Parties.

14.3 Full Force and Effect. Any provision of this Agreement, which is declared invalid or illegal shall in no way, affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect.

14.4 Assignment. Neither the Concessionaire nor shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party.

14.5 Successors in Interest. Subject to the foregoing Subsection, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns.

14.6 Attorney Fees. In the event either of the Parties defaults on the performance of any terms of this Agreement or either Party places the enforcement of this Agreement in the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses.

14.7 No Waiver. Failure or delay of to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of to declare one breach or default does not act as a waiver of 's right to declare another breach or default.

14.8 Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of [14Name of the state].

14.9 Authority. Each individual executing this Agreement on behalf of and Concessionaire represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the Concessionaire or .

14.10 Notices. Any notices required to be given by the Parties shall be delivered at the addresses set forth in the beginning of the Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address of the parties. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing.

14.11 Captions. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement.

14.12 Performance. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Concessionaire's performance of this Agreement.

14.13 Remedies Cumulative. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to at law, in equity or by statute.

14.14 Equal Opportunity to Draft. The parties have participated and had an equal opportunity to participate in the drafting of this Agreement, and the Exhibits, if any, attached. No ambiguity shall be construed against any party upon a claim that that party drafted the ambiguous language.

14.15 Signatures. This Agreement shall be signed by on behalf of and by on behalf of .