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HomeMy WebLinkAbout2010-064 AGREEMENT FOR FOOD CONCESSION SERVICES AND LEASE BETWEEN INDIAN RIVER COUNTY AND PEGGY CARDELL AND ASSOCIATES, INC. THIS AGREEMENT For Food Concession Services and Lease and (the "Agreement") is entered into by and between Peggy Cardell and Associates, Inc. ("Cardell") and Indian River County, a political subdivision of the State of Florida, 1801 27th Street, Vero Beach, FL 32960, (the "County") as of the date set forth below as the effective date (the "Effective Date"). BACKGROUND FACTS WHEREAS, Cardell is desirous of entering into this Agreement for Food Concession Services and Lease at the Sandridge Golf Club and has represented to County that she has the competency and experience to perform the services set forth in this agreement; and WHEREAS, the County is the owner of Sandridge Golf Club, 5300 73rd Street, Vero Beach, Florida, 32967 (the "Course") and desires to engage Cardell to provide services to the County as more particularly described in this Agreement; and WHEREAS, the County's intent is to select a Concessionaire to provide golf course patrons and employees with good service and high quality food at an economical rate in the Snack Bar. Sandridge Golf Club accommodates approximately 100,000 rounds of golf annually including over forty golf tournaments and outings per year; and WHEREAS, the concession and food service area has been operated by County employees since the golf course first opened and it is the desire and intent of the County to enter into this agreement and contract for food service for the facility operated within the Snack Bar at Sandridge Golf Club based on 1,705 square feet of space in the clubhouse; and WHEREAS, Cardell and the County's contact information regarding this Agreement is: FOR COUNTY: FOR CARDELL: Indian River County Peggy Cardell & Associates, Inc. 180127"' Street 101636 1h Ave Vero Beach, Florida 32960 Vero Beach, FL 32960 TELEPHONE: (772) 770-5003 TELEPHONE: (772) 473-2247 FAX: (772) 770-5109 NOW THEREFORE, in consideration of the mutual benefits to be derived from this agreement and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound agree as follows: SECTION I - LEASE Background Facts. The Background Facts are agreed to be true and correct are incorporated herein by this reference. 1. Property and Term of Lease. The County leases to Cardell and Cardell leases from County, the snack bar/concession area at Sandridge Golf Club consisting of approximately 1705 sq. ft. of space inside the Golf Club, as more particularly described on Exhibit "A" attached hereto and by this reference incorporated herein, for a term of thirty-six (36) months I commencing on April 1, 2010 and terminating on March 31, 2013. The rent paid shall be as follows: For a total amount of $72,000.00, inclusive of the annual liquor license fees. payable at the rate of Two Thousand Dollars ($2,000.00) per month payable in advance on the first day of each month. If the first of the month is a Saturday, Sunday or a holiday recognized by the County, then on the next business day. Cardell shall pay the last month's rent of $2,000.00 to County prior to March 31, 2010. After the 5"' of the month, a late fee of$50.00 per day will be assessed. Note: The Liquor License fee for 2010 is $1,870.00. The rent paid will be adjusted as the State of Florida adjusts the fee during the life of the lease. 2. Length of Lease. The Agreement for Food Concession Services and Lease shall be for an original fixed term of three (3) years from the date of execution subject to early termination pursuant to its term, and thereafter renewable for successive one (1) year terms for a maximum term of ten (10) years. However, the County may extend or renew this lease contract with Cardell if deemed to be in the best interest of Indian River County. Renewal of the mutually agreeable terms and conditions shall be completed sixty (60) days prior to each lease contract period. 3. Security Deposit. Cardell shall pay a security deposit to the County in the amount of $1,000.00. The security deposit is refundable upon termination of this agreement after satisfactory inspection of the leased premises by County. 4. Use of Leased Premises. During the term of this Agreement, Cardell shall use the leased premises for operation of a food concession and banquet facility, etc. Cardell shall not use the premises, or any part thereof, or permit the same to be used for any illegal, immoral, or improper purposes; not to make, or permit to be made, any disturbance, noise, or annoyance whatsoever detrimental to the premises or the comfort and peace of the inhabitants of the vicinity of the premises. 5. Business Interruptions. If the golf course is closed due to hurricane or natural disaster, Cardell shall receive a credit on her rental payment for each day that the course is closed. 6. Utilities, Tables and Beverage Cart. County will provide electrical service, water and sewer services for the leased premises. The County will furnish seating and tables for patrons. County will furnish a Beverage Cart for use by Cardell to sell food, snacks and drinks to golfing patrons at a minimum of two days a week. 7. Assignment and Subletting. Cardell shall not assign the lease or the leasehold estate granted to her under the lease to any other person, firm or entity without the County's written permission. Any attempted assignment of the lease or the leasehold estate granted under the lease shall be void and may, at the sole option of the County, be deemed an event of default under the lease. 8. Prohibition on Encumbrances. Cardell shall not mortgage, pledge, or encumber the lease, in whole or in part, or the leasehold estate granted under the lease, to any other person, 2 firm or entity. Any to do so shall be void and may, at the sole option of the County, be deemed an event of default under the lease. This covenant shall be binding on Cardell's successors in interest. 9. Employees Hired by Cardell. All Cardell's employees shall be considered to be at all times her sole employees and not employees or agents of Indian River County. Information regarding an employee's experience and qualifications shall also be furnished to County prior to hiring. 10. Complaints Concerning Operations. The County or its representative may submit a written report to Cardell enumerating problem areas encountered. Cardell will provide written documentation of action to be taken to resolve problems. 11. Termination of Contract. The County or Cardell reserves the right to terminate the agreement at any time with cause which will be in the best interest of both parties, upon sixty (60) days advance written notice. 12. Bankruptcy. If Cardell is adjudged bankrupt, either voluntary or involuntary, the County may terminate this Agreement effective on the day and time the bankruptcy petition is filled and the County may proceed to provide service as previously outlined. SECTION 11 - FOOD CONCESSION OPERATION 1. Services. During the Term of this Agreement, Cardell agrees to provide to County the services, including all labor, materials, and supplies required to perform such services, described in the RFP Number 2010026 and Cardell's Response to RFP Number 2010026 attached and incorporated by reference herein as Exhibit B subject to the specific terms and conditions of this Agreement. 2. Equipment. The County will provide the current equipment for use by the Cardell until they need to be replaced. See Exhibit C for a list and life expectancy of the current equipment. Cardell shall be responsible for the maintenance of all equipment and for its replacement. Cardell shall be responsible for all food preparation equipment needed to operate the facility including but not limited to coolers, sinks, refrigerators, sandwich preparation station, ice machines, etc. This equipment shall include any safety or fire prevention equipment necessary for proper operation. Cardell shall furnish all equipment, food, service products, labor and supervision necessary to maintain a food service in an efficient operation. Outside ventilation is not provided. No cooking equipment that requires ventilation such as fryers or grills will be permitted inside the building but such equipment may be used outside of the building. 3. Fundraising Events. a. The County and Cardell will work together with the committees on any fundraising events to work out details in reference to beverage distribution and food service. b. Tournament organizers may utilize and operate golf carts as beverage carts during their event, but all alcoholic and non-alcoholic products must be purchased through Cardell. Tournament organizers will furnish Cardell a valid Florida driver's license for all beverage cart operators and will sign a Hold Harmless agreement relieving Cardell of liability of the beverage cart operators. 3 c. The County also reserves the right to use the Snack Bar area at no charge for periodic employee functions and seminars that are deemed to be in the best interest of the County. 4. Menu. At a minimum, Cardell shall furnish the following recommended minimum merchandise or other similar type of services for the needs and convenience of the employees and general public at the Sandridge Golf Club. • Delicatessen style sandwiches, hot dogs, chips, candy, soups, salads, donuts, condiments, bagels and other miscellaneous food products. • Beverages (Coke and/or Pepsi, Fruit Drinks, coffee, etc.). • Vending machines for cold beverages and miscellaneous snacks shall be furnished, serviced and maintained. These machines will be located with the approval of the Manager of Golf Operations. The menu and price schedule are attached to this agreement. Changes to the menu and price schedule shall be made with the consent of the Golf Course Director,which shall not be unreasonably with held. 5. Sale of Alcoholic Beverages. Cardell may sell alcoholic beverages. The County shall retain possession of the alcoholic beverage permit and Cardell shall reimburse the County for the annual permit fee of$1,870.00 by paying one twelfth of the permit fee included with the monthly rental payment. The rent paid will be adjusted as the State of Florida adjusts the fee during the life of the lease. Cardell will sell all alcoholic beverages in strict accordance with the laws of the State of Florida and in strict accordance with all guidelines set forth by the County. Violation of this part of the Agreement shall be cause for immediate termination of this Agreement. A. Cardell must provide Alcohol Compliance Training in accordance with the Florida Responsible Vendor Act (F.S. 561.701-706) using services to train employees on the Beverage Laws of the State of Florida. B. Cardell will be required to pay all taxes and timely remit any reports or paperwork associated with the sale of alcoholic beverages. Cardell shall maintain accurate records relating to the sale of alcoholic beverages. 6. Hours of Operation. Cardell shall operate the concession stand at a minimum from 6:45 am to 5:30 pm each day of the year except for Christmas Day. The Director of Golf or Manager of Golf Operations may require a change in days and hours of operation if such a change is desirable in providing the best service to the public. 7. Operation during Emergency. During any federally, State, or locally declared emergency or disaster, the County reserves the right to have the full and exclusive use of the Leased Premises for as long as reasonably necessary as the County, in its sole discretion, shall determine, for any appropriate governmental purposes in connection with such Emergency. Cardell shall pay no rent during said period. Cardell understands that the County has response and recovery obligations before, during and in the immediate aftermath of an Emergency, and that providing for part of the County's food and beverage needs shall be the top business priority 4 of Cardell during the Emergency. At the County's request, Cardell shall cooperate with the County in Emergency food and beverage planning and shall be open for business during the hours that the County requires in connection with any Emergency to provide food and beverage service, even if the hours required are different from the hours stated otherwise in this agreement. In the event of an Emergency, the County and Cardell will mutually agree on the terms, conditions and payment for Cardell's service to County. 8. Improvements. Cardell agrees that all improvements and any changes made to the facility shall be at her sole expense and must have the prior approval of the Manager of Golf Operations or his representative. Further, the forgoing approval shall not be deemed to be the approval of the County Building Department or any other regulatory arm of the County. 9. Occupational and Other Taxes. Cardell shall have a current business tax receipt for each year of the lease term and pay all taxes which shall be imposed or assessed by any and all governmental authorities in connection with the business or operation conducted under this agreement. 10. Compliance with Laws. Cardell shall meet all federal, state, county and municipal laws, ordinances, policies, and rules applicable to the operation of the concession. 11. Public Relations. Cardell shall maintain good public relations with users of the facility and cooperate with Indian River County officials in all matters pertaining to the area. 12. Garbage and Disposal. Cardell shall comply with the standards of franchise garbage and disposal collection specifications. 13. Personal Property. Any and all personal property placed on the premises by the Cardell or her employees shall be at their own risk and the County shall not be liable for any damage or loss to said personal property for any cause whatsoever. 14. Appearance of Employees. All of Cardell's service employees must be dressed in uniform fashion while on duty. The uniforms must be approved by the County in advance. These employees must always be neat in appearance and present themselves in a manner that is pleasing to the public. They must also abide by all of the standards set forth by the State of Florida for Food Preparation and Service. SECTION IV - INSURANCE 1. Indemnification and Insurance. Cardell shall not commence work until she has obtained all the insurance required under this section, and until such insurance has been approved by the County. Cardell will purchase and maintain such insurance as follows: A. Workers' Compensation Insurance: Cardell shall procure and maintain workers' compensation insurance to the extent required by law for all her employees to be engaged in work under this agreement. In case any employees are to be engaged in hazardous work under this contract and are not protected under the workers' compensation statute, the Cardell shall provide adequate coverage for the protection of such employees. B. Public Liability Insurance: Cardell shall procure and shall maintain broad form commercial general liability insurance (including contractual coverage) and commercial automobile 5 liability insurance in amounts not less than shown below. The County shall be an additional named insured on this policy with respect to all claims arising out of the operations or work to be performed. C. Commercial General Liability $500,000 combined single limit (other than automobile) for bodily injury and property damage i) Premises/Operations ii) Independent Contractors iii) Products/Completed Operations iv) Personal Injury v) Contractual Liability vi) Liquor Liability D. Business Auto Liability $500,000 combined single limit for bodily injury and property damage i) Owned/Leased Automobiles ii) Non-Owned Automobiles iii) Hired Automobiles 2. Proof of Insurance: Cardell shall furnish the County a certificate of insurance in a form acceptable to the County for the insurance required. Such certificate or an endorsement provided by Cardell must state that the County will be given thirty (30) days written notice prior to cancellation or material change in coverage. Copies of an endorsement naming County as Additional Insured must accompany the Certificate of Insurance. 3. General Requirements of Insurance. Any deductibles or self insured retentions greater than $5,000 must be approved by the Risk Manager for Indian River County with the ultimate responsibility for same going to Cardell. Cardell's insurance coverage shall be primary. All above insurance policies shall be placed with insurers with a Best's rating of no less that A + VII. The insurer chosen shall also be licensed to do business in Florida. The insurance policies procured shall be per occurrence policies or as generally available on the open insurance market. The Insurance Carriers shall supply Certificates of Insurance evidencing such coverage to the Indian River County Risk Management Department within ten days of execution of this Contract. The insurance companies selected shall send written verification to the Indian River County Risk Management Department that they will provide 30 days written notice to the Indian River County Department of Risk Management of its intent to cancel or terminate said policies ofinsurance. C. Cardell hereby agrees to indemnify Indian River County and Representatives thereof from all claims arising solely from intentional, reckless or negligent acts, errors or omissions of the Cardell or Cardell's Representatives in the performance of services under this agreement and for which Cardell is legally liable. 2. Insurance Requirements for County. Cardell acknowledges that County is a political subdivision of the State of Florida and as such, is entitled to certain protection from liability under Florida law. To the extent allowed by law, the County hereby agrees to indemnify Cardell from claims arising from the negligent acts, errors or omissions of the COUNTY in the performance of the services under this agreement and for which County is legally liable. Additionally, the County hereby states that its improvements are adequately insured against loss 6 whether through self insurance or excess coverage. 3. Indemnification of County. Cardell shall indemnify and hold harmless the County from all suits, actions or claims including reasonable attorney's fees, of any character brought on account of any injuries or damages received or sustained by any person, persons, or property by or from the said successful bidder or by or in consequence of any liability losses, misconduct or negligent act or omission of Cardell, her agents or employees in connection with the operation of the food service concession. 4. Notice of Claims. County and Cardell shall give prompt notice to the other of any third party claims made against either or both of them, and shall cooperate fully with each other and with any insurance carrier to the end that all such claims will be properly investigated, defended and adjusted. 5. Failure to Maintain Insurance. Failure to maintain such insurance will be deemed as a cause for termination of this agreement. SECTION V - COUNTY RESPONSIBILITIES 1. Obligations to Provide Facilities. County, at its sole cost and expense, shall be responsible for providing safe and adequate facilities required by Cardell to perform the Services under this Agreement. These facilities shall include, without limitation, workspace and other facilities that adhere to current federal and state safety standards. County shall cooperate at all times with Cardell to provide a safe and adequate work environment for Cardell's employees and others who work on or around the Course. Cardell has inspected County's facilities and agrees that they are adequate facilities needed to perform the services under this agreement and the facilities adhere to current federal and state safety standards. 2. Emergency Maintenance. At any time during this agreement, if the County determines that any portion of the golf club house is in immediate jeopardy of sustaining some type of serious harm due to a maintenance failure of Cardell, the County may utilize its own work force to go on the leased premises and perform such tasks as are necessary to prevent such serious harm from taking place. The costs of such preventative maintenance shall be itemized by the County and submitted to Cardell, which shall be paid within thirty days. SECTION VI - DEFAULT, REMEDIES 1. Default by Cardell. In the event Cardell is in default under the terms of this Agreement, after thirty (30) days written notice and opportunity to cure, County may, in addition to any right of termination provided in this Agreement, maintain an action for damages arising from the default. 2. Default by County. In the event that County is in default under the terms of this Agreement after any grace period or notice and cure period expressly provided herein, Cardell may, in addition to any right of termination contained in this Agreement, exercise any right or remedy available at law or equity including, without limitation, an action for damages arising out of the breach. 7 SECTION VII - MISCELLANEOUS 1. Any written consent, approval or instruction issued by County's representation identified in Recital C of this Agreement shall be binding to the same extent as if given by County. County may change the designated County's representative by written notice to Cardell. 2. In connection with this Agreement, the parties agree to cooperate in good faith and to perform no act, or allow any omission, which would inhibit the other party from performing its obligations under this Agreement. 3. This Agreement, together with the Exhibits and Response to Request for Proposal constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. This Agreement shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of County and Cardell by their respective duly authorized representatives. 4. Any notice which either party is required or may desire to give to the other under this Agreement shall be in writing and shall be given by registered or certified mail, return receipt requested, postage prepaid, addressed to the party at its address shown on the First Page of this Agreement. If County or Cardell wish to change its respective address for purposes of notice under this Agreement, they may do so by giving to the other written notice of change of address. 5. Nothing in this Agreement shall be construed to create a partnership, a joint venture or agency relationship between the parties. Neither party shall have any authority to enter into agreements on behalf of the other, or otherwise to bind or obligate the other in any manner. The language of this Agreement shall not be construed more strongly against either party, regardless of which party is responsible for its drafting. 6. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. 7. The parties agree that any litigation arising from this Agreement shall be brought in Indian River County Florida. 8. In the event of acts or occurrences not caused by County or beyond the control of Cardell, including, without limitation, acts of God, fire, flood, hurricanes, ice storms, severe, unusual or unseasonable weather or climatological changes that prevents Cardell from performing its duties under this agreement, Cardell shall be excused from the performance under this Agreement during the period of such acts or occurrences and for reasonable times thereafter, unless Cardell and County can agree on such other duties that can be performed by Cardell. If Cardell is unable to perform its duties under this agreement for more than 15 consecutive days due to the acts or occurrences, County may terminate this agreement. 9. In the event of the sale or other transfer of control over the Course, County will assign this Agreement to the purchaser or transferee, and upon such assignment and the written assumptions by the purchaser of all the obligations of County to Cardell hereunder, County shall 8 be fully released and relieved of all obligations hereunder arising from and after the date of the assignment. 10. Cardell shall be responsible for obtaining, and shall pay for, any such required permits, fees, and licenses. 11. Cardell agrees to maintain all books, documents, papers, records, and accounts pertaining to work performed under this Agreement, including property, personnel, and financial records, as are deemed necessary by the County to insure proper accounting for all funds expended under this Agreement and in such a manner as will readily conform to the terms of this Agreement. Said records and materials shall be available, upon request for audit or inspection purposes to Indian River County, its authorized representatives, and its auditors at Cardell's office at all reasonable times during the term of this Agreement, and for three (3) years from the date of final payment. 12. Cardell agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, or disability, and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin or disability. 13. It is agreed by the parties that, at all times and for all purposes within the scope of this Agreement, the relationship of Cardell to the County is that of independent contractor, and not that of employee. 14. If any of the provisions contained in this Agreement are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalid, illegal, or unenforceable provision shall not affect any other provision, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 9 In witness, the County and Cardell have caused these presents to be executed in their names the year first written above. PEGGY CARDELL & BOARD OF COUNTY COMMISSIONERS ASSOCIATES, INC. INDIAN RIVER COUNTY, FLORIDA BY'.- Peggy ar 911, Director Peter D. O'Bryan, Chain au Board of County Commissioners Approved by the BCC: WITNESS:ahu� ATTEST: J. K. Barton, Clerk of Court WITNES `1/� BY: \�Y � Deputy Clerk of Court seph A. aird, County Administr for pyo qyd as trm 71,n7sciency William K. DeBraal Assistant County Attorney 10 FEXHIIBIT TA" 11 s f K�L i i i EXHIBIT C LIST OF CURRENT EQUIPMENT IN SNACK BAR AT SANDRIDGE GOLF CLUB NAME OF EQUIPMENT DATE PURCHASED T23 Refrigerator 12/7/1999 T35F Freezer 12/7/1999 Mobile Food Bar 5/2/2001 Refrigerated Sandwich Prep Table 2/5/2007 Crystal Tips Ice Machine 7/1/2003 Hobart 161 Meat Slicer 9/16/1987 Beer Dispenser 11/30/2004 32" Phillips Television 9/30/1999 Commercial Toaster Oven EQUIPMENT PROVIDED BY COCA-COLA Two (2) Refrigerated Beverage Coolers Fountain Soda Machine Fountain Soda Gun Ice Bin 11