Appendix_A.pdf

“2024‐RFP‐068 – Centennial Park Softball Leagues & Concessions”

APPENDIX A. Sample Contract

PROFESSIONAL SERVICE AGREEMENT BETWEEN THE CITY OF KINGMAN AND

THIS AGREEMENT (“this Agreement”) is made and entered into this day of .

2025, between the City of Kingman, an Arizona Municipal Corporation (the “CITY”) and , hereinafter called PROPOSER”.

WITNESSETH

WHEREAS, the CITY wishes to engage the services of a firm qualified to perform the management and operations of the Softball Leagues and Concessions, exiting and within Centennial Park;

WHEREAS, PROPOSER submitted a Detailed Scope of Services dated , attached hereto and made a part of hereof as Exhibit A, offering to perform professional auditing services;

and, WHEREAS, PROPOSER is qualified to perform those services necessary to successfully complete the Centennial Park Softball Leagues and Concessions, as required;

NOW, THEREFORE, it is mutually agreed as follows:

1. GRANT OF USE OF PREMISES: City hereby grants to Proposer the right to use the premises herein described for the purposes of managing a concession stand. This includes the right to sell food, non‐ alcoholic beverages, alcoholic beverages (if listed on attachment A), and items normally associated with a snack bar. Proposer may not use the premises for any other purposes without the prior written consent of City. Proposer shall not allow the use of the premises by any other persons other than members of the Proposer’s organization without the express, written consent of the City. The City may disapprove use if the proposed use violates City rules and regulations, violates City policy, violates any municipal, state or federal law, is not within the theme or character of the park, or sacrifices public health, safety and welfare, or for any other reason that infringes on the public good and enjoyment.

2. DESCRIPTION OF PREMISES: The premises which are the subject of this agreement consist of the facility located at Centennial Park.

3. TERM. The term of this Agreement shall commence on , and end December 31, 2028.

This Agreement may be extended upon mutual written agreement of both parties in the case of tournament play. The terms and conditions of the Agreement for such extended period shall be those of the original Agreement as contained herein.

4. LICENSE FEE. In consideration of the license to for the use of the premises by the Proposer, Proposer hereby covenants and agrees to pay to City as a license for said premises the sum of % of the gross receipts on a weekly basis accompanied by and accounting report summarizing the calculation of gross receipts.

5. CITY’S DUTIES.

a. The City will provide the following:

1. Ingress and egress for Proposer, its members, and its employees in performance of their obligations and duties.

2. Maintain the City’s equipment at the facility.

3. Maintain the exterior of the facility and keep the blacktop and restrooms clean to include soap and hand drying apparatus.

4. Supply the electric and water for activities that are directly related to the operation of the snack bar.

5. Garbage dumpsters.

b. City will have the sole right to regulate all vehicle and pedestrian traffic within the park, including parking and movement of vehicles of Proposer, or Proposer’s customers.

6. PROPOSER DUTIES. Proposer will provide the following:

a. Shall, at its own expense, maintain the premises in a clean, safe, orderly, and sanitary condition.

b. Shall monitor the activities of its patrons and make all reasonable efforts to prevent harm to either the patrons or the Premises.

c. Shall make the snack bar available to the public during:

1. All scheduled events.

2. All special events.

3. Other times requested by the City.

d. May furnish additional equipment, subject to written City approval and shall maintain all equipment, furniture, fixtures, and accessories necessary to operate the concession.

e. Shall provide to the City a complete menu and price lists for approval no later than thirty (30) days prior to sales. Proposer shall sell only those items and at the price approved by the City.

f. Shall maintain, provide a copy to the City, and display at all times all relevant food permits, business licenses, and certifications required by City, County, and State rules, laws and regulations; including but not limited to: City Business License, Food Handler’s Permit from the Mohave County Health Department, Alcohol Beverage Server Certificate.

g. Shall maintain and provide all records necessary for City audit purposes. Provide Income Statement and Balance Sheet (30) days after the season ends. Comply with all Federal, State, and Local laws that would arise out of this agreement; including but not limited to sales tax collection.

7. IMPROVEMENTS.

a. No substantial changes shall be made to the Premises without the written consent of the City.

The City has absolute discretion to refuse consent if improvement is not within the theme or character of the park, or sacrifices public health, safety and welfare, or for any other reason that infringes on the public good and enjoyment.

b. Title to all trade fixtures, equipment, signs, appliances, furniture, and other personal property of any nature at any time installed by or for Proposer on the Premises, shall be and remain in Proposer and none of such items shall be deemed a part of the realty. At the expiration of this agreement, any of such items may be removed from the demised premises.

8. SIGNS AND ADVERTISING:

a. Subject to the limitations hereinafter expressed, Proposer, at its expense, shall have the right to place, construct and maintain on the premises, signs advertising its business at the premises and no other signs. No such signs, billboard, poster or similar device shall be erected, displayed or maintained on the site or the premises until City has approved, in writing, the number of signs, the size, form, content, color, materials, design and location thereof; and any such sign, billboard, poster or other similar device which City determines that Proposer has erected, displayed, or maintained in violation of such approval, maybe removed by City at the expense of Proposer.

b. The installation or use of any floodlights, neon lights, colored lights or other means of lighting shall be subject to approval in writing by City and shall comply with City’s design standards.

d. City will have the right, without liability of any kind to Proposer, its members, agents or employees, to make still photographs, take motion pictures of, televise, or otherwise reproduce in any manner it deems desirable, the premises or any portion or phase thereof. It may use any of the same any time during the term of this License or thereafter, for any purpose, commercial or otherwise, and any of the same may include the name of Proposer or any phase of Proposer’s business, project or exhibit. Any use of the foregoing will conform with general standards of good taste. Proposer will assist City with obtaining releases, clearances, or other suitable instruments from any of its employees in the event City uses any photographs, motion pictures, or television shows or exercises any other rights provided above.

9. TEMORARY CESSATION OF PERFORMANCE: At its sole discretion, the Proposer may temporarily suspend operation in the event a condition representing unreasonable risk or discomfort to the public occurs. In such event, City shall immediately be notified and operations shall be commenced as soon as possible following the termination of the condition causing the unreasonable risk or discomfort to the public. At its sole discretion, City may temporarily suspend operations of Proposer in the event that it is determined that Proposer’s operation presents an unreasonable risk or discomfort to the public. In such event, the Proposer shall immediately be notified, and shall suspend operations until the agency that directed suspension of operations is satisfied that the future conduct of the operations shall not pose an unreasonable risk or discomfort to the public.

10. INSPECTION: City shall have the right to designate inspectors and such inspectors shall have the right at all reasonable times to inspect any property and any activities of Proposer on the Premises and Proposer shall give said inspectors free access to any space used or occupied by Proposer, and will, upon request of such inspector, operate or demonstrate any machinery or electrical appliances in the possession of Proposer on the Premises, or demonstrate or operate any process or activities being carried on by Proposer.

11. NO TITLE VESTED. This agreement is not intended to and shall not vest in the Proposer any title in the real estate, fixtures, or any personal property belonging to City now located or which may hereinafter be located in or around the premises to be occupied by the Proposer.

12. USE OF BUILDING. The parties hereto expressly agree that the license granted herein shall be for the use and benefit of the public frequenting the park. Proposer shall not use the premises for any purpose other than as designated in this agreement. Proposer shall comply with the Rules and Regulations of the City as promulgated from time to time by the City, which rules and regulations are hereby made a part hereof and by this reference incorporated herein. The City reserves the right to make reasonable amendments to the Rules and Regulations for the safety, care and cleanliness, for the preservation of good order therein, and for the comfort, quiet enjoyment and convenience of other concessionaires and the public.

13. INSURANCE REQUIRED COVERAGE.

Before the beginning of each season Provide the City with a liability insurance policy and endorsement naming the City as co‐insured for the operation of the concession and other services performed under this agreement.

Liability limits shall be as follows:

General Liability $1,000,000 each occurrence/$2,000,000 Aggregate

(Including Premises/Operations, Products/Completed Operations, Personal Injury/Advertising Injury, Contractual Liability, Independent Contractors, Stop Gap/Employers Liability and Commercial Liquor Liability)

Excess Insurance $5,000,000/each occurrence

Commercial Crime $250,000 Liquor Liability $1,000,000 each occurrence/$2,000,000 Aggregate (if not included in the general liability) Professional Liability $1,000,000 each occurrence/$2,000,000 Aggregate Employer Liability $1,000,000 each occurrence/$2,000,000 Aggregate (if not included in the general liability) Automobile Liability $300,000 combined single limit.

The General, Personal Injury, Liquor Liability and Excess Insurance shall be written on an occurrence base form. Additionally, no policy listed above shall have a deductible greater than $25,000 per occurrence.

Worker’s Compensation Insurance in compliance with Arizona and any applicable federal statute.

The Proposer is responsible for any insurance on their personal property kept on‐site. The Proposer hereby releases the City from any claim arising in any way from loss or damage to Proposer’s personal property.

14. WAIVER OF PERFORMANCE: The failure of City to insist in any instance on strict performance of any provision or condition of this agreement or to exercise any right herein shall not have the effect of or be construed as a waiver of such condition or right in any other instance.

15. INDEMNIFICATION: The proposer assumes full responsibility for the acts and conduct of all participants, spectators, and others utilizing or attending that portion of the facility being used by the Proposer. Proposer shall indemnify, and hold City and all its officers, agents and employees harmless from, and shall defend them against all claims for injury to persons, including, but not limited to, injuries to members of Proposer, participants, customers, and spectators, and claims for damage to property arising from the use of the facility by Proposer, Proposer’s employees, persons attending the facility, or for contract damages or any other losses.

16. RELEASE: City assumes no responsibility for the loss or damage of Proposer’s property or improvements placed on or in the facility, and Proposer hereby expressly releases and discharges City from any and all liability for loss to such property or improvements. City shall not be liable for any financial loss incurred by Proposer due to unforeseen or uncontrollable events which cause failure of any or all of the facilities to operate during the term hereof.

17. FIRE: If the facilities or any equipment thereon owned by City necessary to the use of the facility shall be damaged or destroyed by fire, act of God, or other unforeseen circumstances, and City does not, within 30 days after such casualty, commence repair or replacement of said equipment and thereafter diligently continue the same to completion, then in that event this agreement shall terminate and each party shall be released from further obligation hereunder.

18. ASSIGNMENT: Proposer shall not assign any rights under this contract nor delegate any of its duties without prior written approval by the City.

19. DEFAULT: Upon failure of Proposer to either provide adequate service to the public or to comply with any provision, stipulation, or condition of this lease, including the payment of any fee or charge as herein agreed, this agreement may be suspended or cancelled at the sole discretion of City.

20. TERMINATION OF RIGHTS: City reserves the right to terminate this agreement in the event any of the following circumstances should occur:

a. Proposer becomes insolvent;

b. Proposer is adjudged bankrupt;

c. Proposer abandons or vacates the Premises (failure to occupy and operate the Premises for fifteen (15) consecutive days during this agreement, shall be deemed an abandonment or vacation); or

d. Proposer fails to make the payments covered by this agreement as and when due to City, if the failure continues for ten (10) days after notice has been given to Proposer. Should any of the foregoing circumstances occur, it shall be lawful for City, its agents, servants, and employees, with or without process of law, to enter upon and take possession of said premises, including all improvements thereon, declare this lease terminated and the interest of the Proposer forfeited.

21. EXPIRATION OF AGREEMENT. Upon the expiration of this agreement and any extension thereof, the Proposer shall have the right to remove all personal property belonging to it; provided that if said removal causes any damage to the premises, the Proposer will repair the same in a proper and satisfactory manner at its expense. All personal property, fixtures, and equipment belonging to the Proposer, but left on the premises after the expiration of this contract, shall become the property of City.

22. SERRENDER OF PREMISES: At any termination of this agreement, Proposer covenants and agrees to yield and deliver peaceably to City, possession of the Premises and the improvements erected thereon by Proposer, in good condition, ordinary wear and tear excepted. Proposer shall perform all restoration made necessary by the removal of Proposer’s personal property that remains on the premises at expiration of this lease. If Proposer fails to surrender the premises to City by the time stated, Proposer shall hold City harmless from all damages resulting from Proposer’s failure to surrender the premises, including, but not limited to, claims made by a succeeding Proposer resulting from Proposer’s failure to surrender the Premises.

23. TAXES. Proposer shall pay and discharge as they become due, promptly and before delinquency, all governmental taxes, of whatever name, nature or kind, which may be assessed or imposed against the Proposer herein.

24. AVAILABILY OF FUNDS. City shall not be obligated under the terms of this agreement unless there are available funds lawfully appropriated for its performance.

25. LAWS. The Parties shall each be fully responsible for compliance with all statutes, ordinances, codes, regulations, rules, court decrees or other laws (hereinafter collectively “Laws”) applicable. This Agreement shall not relieve either Party of any obligation or responsibility imposed upon it by Laws.

26. NOTICE. Any notice that is necessary shall be in writing and given by telefax, personal delivery, by deposit with an overnight express delivery service such as Federal Express, or by deposit in the United States Mail, certified mail‐return receipt requested, postage prepaid, addressed to a Party at the address set forth below, or such other address as a Party may designate in writing by prior notice. The date notice is given shall be the date on which the notice is delivered if notice is given by personal delivery or overnight express delivery service, or three (3) days from the date of deposit in the Mail, if the notice is sent through the United States Mail. Notice shall be deemed to have been received on the date on which the notice is delivered, if notice is given by personal delivery or overnight express delivery service, or three (3) days following the date of deposit in the mail, if notice is sent through the United States Mail.

CITY: PROPOSER:

Mail or Deliver To: Mail or Deliver To:

Tina Moline See Attachment Finance Director 310 N 4th St Kingman, Arizona 86401

27. SEVERABILITY: The terms of this Agreement are severable. Any waiver by the Parties of any provision herein shall not impair the right of any Party to enforce any other provision of the Agreement. Such provision of this Agreement shall be interpreted in a manner as to be effective and valid under applicable Laws. Such provision shall be ineffective solely to the extent of such prohibition or invalidity. Such prohibition or invalidity shall not invalidate the remainder of the provisions or any other provision.

28. VOLUNTARY EXECUSTION: The Parties acknowledge having read the Agreement in its entirety and voluntarily sign the Agreement with the intended purpose that it be fully binding as set forth.

29. ARBITRATION: In the event of a dispute, the Parties agree to use arbitration only to the extent it is required by A.R.S. § 12‐1518 or otherwise required by Arizona Rules of Civil Procedure. The Parties shall agree to fully exhaust administrative remedies before filing litigation

30. NO IMPLIED AUTHORITY. This Agreement shall not be considered to imply authority to perform any tasks, accept any responsibility, or to do any other thing in relation hereto, not expressly set forth herein.

31. CONSTRUCTION OF CONTRACT. This agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of or against the party drafting this agreement. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of, review of, and entry into this agreement.

32. LEGAL ARIZONA WORKERS ACT. In compliance with A.R.S. § 41‐4401, the Parties hereby warrants that they will, at all times during the term of this Agreement, comply with all federal immigration laws applicable to the Parties’ employment of their employees, and with the E‐Verify requirements of A.R.S. § 23‐214 (A) (together the “State and Federal Immigration Laws”). The Parties shall further ensure that each subcontractor who performs any work for the Parties under this Agreement likewise complies with the State and Federal Immigration Laws. If subcontractors are used, their insurance will also need to name the City as additional insured.

The Parties agree and warrant that the Parties shall each have the right at any time to inspect the books and records of the other Parties and any subcontractor in order to verify such party’s compliance with the State and Federal Immigration Laws. The Parties agree that any act by another Party or subcontractor that results in the impediment or denial of access of the books and records of the Parties or subcontractor shall be a material breach of this Agreement on the part of the that Party.

Nothing herein shall make the Parties or subcontractor an agent or employee of any of the other Parties.

Nothing herein shall act to establish privity of contract between any of the Parties and any subcontractor.

Any breach of the Parties’ or any subcontractor’s warranty of compliance with the State and Federal Immigration Laws, or of any other provision of this section, shall be deemed to be a material breach of this Agreement subjecting the offending Party to penalties up to and including suspension or termination of this Agreement. If the breach is by a subcontractor, and the subcontract is suspended or terminated as a result, the Party shall be required to take such steps as may be necessary to either self‐perform the services that would have been provided under the subcontract or retain a replacement subcontractor, subject to each Parties’ approval as soon as possible so as not to delay project completion and at no additional expense to the other Parties. Any additional costs attributable directly or indirectly to remedial action under this Article shall be the responsibility of the offending Party.

The Parties shall advise each subcontractor of the Parties’ rights and the subcontractor’s obligations under this Article by including a provision in its contract with each subcontractor in the following form:

“SUBCONTRACTOR hereby warrants that it will at all times during the term of this contract comply with all federal immigration laws applicable to SUBCONTRACTOR’s employees, and with the requirements of A.R.S. § 23‐214 (A). SUBCONTRACTOR further agrees that the Parties may inspect the SUBCONTRACTOR’S books and records to ensure that SUBCONTRACTOR is in compliance with these requirements. Any breach of this paragraph by SUBCONTRACTOR will be deemed to be a material breach of this contract subjecting SUBCONTRACTOR to penalties up to and including suspension or termination of this contract.”

33. NON‐DISCRIMINATION. The Parties will not discriminate on the grounds of age, race, color, national origin, religion, sex, disability, familial status or any other protected basis in the selection, treatment and retention of employees, subcontractors or in the procurement of materials and leases of equipment. The Parties also will not participate, either directly or indirectly, in any type of discrimination prohibited by any federal, state, or local law, including but not limited to Title VII of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975 and Executive Orders 99‐4 and 2000‐4 (including any amendments thereto).

IN WITNESS WHEREOF, the Parties have signed this Agreement on the dates set forth below. This Agreement shall be effective as of the date first above written, and upon being fully executed.

CITY OF KINGMAN, a municipal corporation of the State of Arizona

IN WITNESS WHEREOF, we have set our hands and seal the day, month and year first above written.

Proposer

Subscribed and Sworn to Before Me This day of , 20 . Notary Public

My Commission Expires:

City of Kingman, Arizona

Ken Watkins, Mayor Date

Attest:

Annie Meredith City Clerk

Approved as to Form:

Carl Cooper, City Attorney

By Date Signed Tim Walsh, City Manager

Proposer;

Date Signed

Date Signed