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HomeMy WebLinkAboutItem 08 - Grapevine Golf CourseMEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: BRUNO RUMBELOW, CITY MANAGER MEETING DATE: JUNE 18, 2013 SUBJECT: CONCESSION AGREEMENT — GRAPEVINE GOLF COURSE City Council to consider authorizing the City Manager to execute a Golf Course Concession Agreement with PRP Food Service, Inc. PRP Food Service, Inc. has consistently provided high quality food service at the Grapevine Golf Course. There have been a few changes to the Concession Agreement. The changes are: 1. Penalty for late payment of monthly gross receipts. 2. New customer service oversight language. 3. Initial six -month term and one -year terms thereafter for an additional four years subject to a cancellation clause. 4. City may pre -empt, for up to 10 days per year, for on- course service to allow for charity events. Staff recommends that the City approve this Golf Course Concession Agreement with PRP Food Service, Inc. 6/12/2013 1:54:37 PM STATE OF TEXAS § COUNTY OF TARRANT § CITY OF GRAPEVINE § GOLF COURSE CONCESSION AGREEMENT This concession agreement written and executed this 1St day of July, 2013, between the City of Grapevine, Texas, hereinafter called "City" and PRP Food Service, Inc., hereinafter called "Concessionaire ". City and Concessionaire may sometimes be jointly referred to as the "Parties ". WITNESSETH: WHEREAS, the City and Concessionaire wish to enter the following Concession Agreement for the benefit and convenience of the general public in the use and enjoyment of the Grapevine Golf Course and the Golf Course Restaurant. In consideration of the mutual promises contained herein, and valuable consideration the receipt and sufficiency of which are acknowledged, it is agreed by the Parties as follows: 1. Grant and Description of Agreement. City grants to Concessionaire and Concessionaire accepts from City the privilege of operating all food concession and management for the period commencing July 1, 2013 and ending December 31, 2013, for the Grapevine Golf Course Restaurant on course concessions, all of which being described as the "Concession Premises" in accordance with and subject to the terms of this Agreement. Subject to the cancellation provisions as contained in Section 21, the Agreement shall automatically renew for an additional one (1) year at the end of the current term, and up to four (4) more additional one (1) year terms. The City reserves the right to pre -empt Concessionaire for up to ten (10) days per year for on- course service. The City shall provide at least twenty (20) days' advanced written notice for any date of City pre - emption. 2. Inspection and Condition of Concession Premises. Concessionaire has examined the Concession Premises prior to and as a condition precedent to his acceptance of the Concession Premises and is satisfied with the physical condition. Its taking possession of the Concession Premises shall be conclusive evidence of its receipt of the Concession Premises and the equipment and furnishings in good order and repair, except as otherwise specified, and agrees that no representations as to the condition or repair of the Concession Premises has been made by City or its agents or assigns whatsoever; Concessionaire agrees and admits that no agreement or promise to alter, repair or improve the premises or equipment or furnishings, either before or after the execution of this Agreement, not contained here, has been made by City or its agents or assigns. Concessionaire agrees to return the premises and the equipment and furnishings to City in a condition as good or better as when accepted by Concessionaire, reasonable wear and tear excepted. 3. Right of Entry. City reserves the right to enter the Concession Premises at any reasonable time to insure compliance with the covenants of this Agreement. City also reserves the right of ingress and egress to investigate and survey the Concession Premises as deemed necessary, and reserves the right to do any work of any nature necessary for preservation, maintenance and operation of this Concession. Concessionaire shall be liable for all expenses incurred by City for all work done by City in order to preserve, maintain and operate the Concession when the work is the result of Concessionaire's negligence or noncompliance with the covenants of this Agreement. 4. Concession Fee /Report of Revenues. Concessionaire agrees to and shall pay City on a monthly basis the following: Golf Course Facility — A minimum monthly rental fee equal to ten percent (10 %) of the gross receipts from all concession income (exclusive of sales tax). A report of gross sales and the corresponding payments must be forwarded to the City's Director of Golf and all receipts due the City made no later than the 10th day of the month following the previous month's operation for the concession rights and the use of the Concession Premises. For any payment made after the 10a' day of any month, a six percent (6 %) late fee shall be due as a late payment penalty. For each additional month a payment remains delinquent, an additional one percent penalty shall be added to the amount owed by Concessionaire. From time to time, the Director of Golf may request a report on the total operations of the Concession Premises. Concessionaire shall furnish such report to the Director of Golf as specified in the request on a reasonable timely basis. 5. Period of Operation. Except for times the City has ordered the clubhouse or course closed, or unless City or its authorized representative shall in writing order the closing of the Concession operations, Concessionaire shall operate the concession from July 1, 2013 through December 31, 2013. The hours of operation of the restaurant will be approved by the Director of Golf. In the event access is denied to the Concession Premises due to natural disaster or Corps of Engineers preemption, monthly rent for Golf Course Facility will be negotiated to mutual agreement of City and Concessionaire. -2- Failure of the Concessionaire to conduct business for more than one (1) day during the times required above shall constitute a breach of this Agreement, and, in any event, City may initiate the termination provisions of the Agreement immediately. 6. Use of Premises. The Concession Premises and the equipment and furnishings located therein shall be used exclusively to conduct a refreshment business. Concessionaire shall not use or permit the Concession Premises or the equipment and furnishings to be used for any other purpose without prior written consent of City or its authorized representative. Concessionaire agrees that the quality and selling price of all goods sold and all services rendered shall be subject to the approval of the City and /or Corps of Engineers. Prior to the operation of the Concession, Concessionaire will provide a complete price list of all services for which a fee is proposed and all articles to be sold, served or dispensed under the terms of this Agreement. The list shall be delivered to the City's Director of Golf for review and approval as well as to the U.S. Army Corps of Engineers. Any increase in price during the term hereof must first be approved in writing by the City's Director of Golf. The price list pertaining to food concession shall be posted in a conspicuous place about the premises and accessible to the public. Concessionaire agrees that the character of service shall be the best obtainable and shall at all times be sanitary, orderly and sufficient to meet the reasonable demands of the public. Concessionaire also agrees that City shall have the right to object to the character of service and the condition of the Concession Premises or the equipment and furnishings located there and order the objectionable service and conditions discontinued or remedied. 7. Articles of Equipment and Furnishings. Concessionaire will provide any other type furnishings and equipment for the proper operation of the Concession Premises. Prior to the operation of the Concession Premises, City will provide Concessionaire with an inventory of City's equipment for which Concessionaire is accountable. In addition, at least once during the term hereof, a physical inventory will be taken by City. Concessionaire will be responsible for any discrepancies found in the inventory. Concessionaire agrees to provide City with an initial inventory of Concessionaire's equipment with an annual inventory thereafter. 8. Maintenance, Repairs. Concessionaire shall at all times maintain the Concession Premises and equipment and furnishings in good repair and in a clean, neat, sanitary and safe condition. Concessionaire shall not permit any debris to remain or obstruction to exist on or about the Concession Premises. -3- City shall be responsible for repair and replacement of all structural and mechanical components and equipment permanently attached to the structure, including roofs, walls, foundations, heating plant, including air conditioning, plumbing and electrical systems. City shall be responsible for the repair and maintenance of the roads, walks and parking areas. City will maintain all exterior landscaping, including mowing, within the surrounding premises. 9. Construction. Concessionaire shall not enter into any construction or repair projects of any kind on or in the Concession Premises without written permission from City. 10. Utilities. City shall be solely responsible for the payment of electric bills at the Golf Course Restaurant. 11. Sanitation. Concessionaire shall keep the Concession Premises and the equipment and furnishings located there in a sanitary condition at all times, in conforming with all applicable law. Concessionaire shall provide all janitorial supplies and services required to properly clean and operate the Concession Premises and the equipment and furnishings. 12. Insurance. Concessionaire agrees to provide General Public Liability Insurance, Liquor Liability and Automobile Liability Insurance in the following amounts: a) Bodily injury, death, property damage, premises liability, and food products b) Liquor liability c) Automobile liability covering owned or hired vehicles $1,000,000 per individual or occurrence $500,000 per occurrence $1,000,000 umbrella $100,000 per individual $300,000 per occurrence me The City shall be named an additional insured. At least thirty (30) days prior to the expiration of any policy, a signed and complete Certificate of Insurance showing that the minimum coverage has been renewed or extended shall be filed with the City's Director of Golf. Concessionaire agrees to provide Workers' Compensation Insurance in accordance with the Texas Worker's Compensation Act and furnish the Director of Golf satisfactory proof that this insurance is in effect. 13. Indemnification. Concessionaire covenants and agrees that it will fully indemnify, hold harmless, protect and defend the City from any risks, suits, damages, expenses or claims, including court costs and reasonable attorneys' fees, which City may incur or become liable for as a result of the injury or death of any person(s), or the loss or damage of any property in connection with the operation of the Concession Premises by Concessionaire or any of its employees, agents, invitees or any other person acting on behalf of the Concessionaire. 14. Taxes. Concessionaire shall pay all taxes on personal property belonging to Concessionaire located on the Concession Premises, as well as any sales or other taxes levied against the operation of the Concession. 15. Licenses and Permits. Concessionaire shall obtain and pay for all permits or licenses that may be required for the operation of the Concession. 16. Audits. It is agreed that auditors representing City will have free access to all books and records maintained by Concessionaire relative to the Concession. Concessionaire agrees that the records are to be kept in a manner specified by auditors representing the City, and failure to follow written instruction as to recordkeeping requirements shall be cause for cancellation of this Agreement. Concessionaire shall maintain separate records the Golf Course Concessions. 17. Nondiscrimination. Concessionaire agrees to comply fully with the Federal Equal Employment Opportunities Act and with all applicable state laws, and Concessionaire agrees that no person shall be denied or refused service or other full or equal use of the Concession Premises, nor denied employment opportunities by Concessionaire as a result of race, creed, color, religion, sex, natural origin or ancestry, age, physical or mental handicap. N 18. Relationship of City — Concessionaire. (a) It is understood by the parties that the relationship of City to Concessionaire is that of an independent contractor. Concessionaire shall have no authority to employ any person as employee or agent on behalf of City for any purpose. In ordering any goods or services for the Concessions, Concessionaire shall place the order in Concessionaire's own business name and not in the name of the City or the Grapevine Golf Course. (b) Prior to commencing Concession operations, Concessionaire shall provide City with a complete list of the vendors from whom Concessionaire will be purchasing goods or services in connection with the Concession. The purpose of such list is to enable City to notify the vendors of the independent relationship of Concessionaire and not City is solely responsible for the payment of goods or services purchased from the vendors. 19. Management. The Director of Golf is the City's representative empowered to manage the City's interest in the Concession Premises. The Director of Golf may make reasonable written requests regarding the operation of the Concession to insure compliance with the terms of this Agreement and Concessionaire is obligated to comply with such requests. 20. Assignment. This Agreement shall not be assigned in whole or in part, nor shall any right or privilege granted here to Concessionaire be sold, transferred or assigned without the written approval of the City Manager. This Concession Agreement sets forth all agreements between the parties and no modification or amendment shall be valid unless agreed to in writing by both parties. 21. Cancellation. If in the judgment of City, the manner of operation of the Concession or the quality of merchandise or service does not meet the requirements of this Agreement, or if Concessionaire breaches or is in default of any other term of this Agreement, City shall give Concessionaire written notice specifying the unsatisfactory performance or default. If Concessionaire fails or refuses to remedy the unsatisfactory performance or default within ten (10) days of the receipt of notice, City may terminate this Agreement. If, in City's sole opinion, the breach or default is incapable of being remedied, City may terminate this Agreement upon thirty (30) days written notice to Concessionaire specifying the reasons therefore. The decision of City on any such matter shall be final. Notwithstanding any breach or default, either party may cancel this Agreement by giving the other party at least sixty (60) days written notice. in 22. Vacating the Premises. Unless renewal is arranged within one hundred eighty (180) days prior to the expiration of this Agreement, Concessionaire shall immediately upon expiration, vacate the premises and remove all property to which Concessionaire holds proper title. Should Concessionaire fail to remove or dispose of its property as provided, City shall consider the property abandoned and may claim proper title to it or dispose of it at Concessionaire's expense. In addition, at the expiration or termination of this Agreement, Concessionaire shall surrender the premises and the equipment and furnishings to which City holds title in as good or better condition as when accepted by Concessionaire, reasonable wear and tear excepted. 23. Bankruptcy. Except to the extent prohibited by applicable law, upon the occurrence of any one or more of the following events, this Agreement shall be deemed to have terminated automatically: a) The taking Concessionaire of a voluntary petition in bankruptcy or the making of an assignment for the benefit of creditors; b) The taking of an involuntary bankruptcy petition against Concessionaire which is not withdrawn or dismissed within ten (10) days; c) A consenting by Concessionaire to the appointment of a receiver or trustee of all or part of Concessionaire's assets; d) The filing by Concessionaire of a petition or answer seeking an arrangement or reorganization under the Federal Bankruptcy Act or any other applicable state or federal law; and e) The filing by Concessionaire of a petition to take advantage of any insolvency act or law. 24. Waiver or Breach. The waiver by City of any breach of any term contained in this Agreement shall not be deemed to be a waiver of the term for any subsequent breach of the same or any other term. The acceptance of any payment by City shall not be deemed to be a waiver of any prior occurring breach by Concessionaire of any term contained here regardless of knowledge of City of the prior existing breach at the time of acceptance of such payment. -7- 25. Severability. If any provision or portion of any provision of this Agreement shall be deemed illegal or unenforceable for any reason, the unaffected provisions or portions shall remain in full force and effect. 26. Venue. Venue for this Agreement shall be in Tarrant County, Texas. 27. Approval of U.S. Corps of Engineers. All of the above provisions of this Agreement shall be subject to approval of the U.S. Corps of Engineers. EXECUTED on the date first above written. F.IVB#N= Jodi Brown, City Secretary CITY OF GRAPEVINE, TEXAS Bruno Rumbelow, City Manager CONCESSIONAIRE By: Phil R. Parker, President PRP Food Service, Inc.