Exhibit 2- UCCC Concessionaire Agreement .pdf

GREELEY UNION COLONY CIVIC CENTER AND GREELEY RECREATION

CENTER CONCESSION AND LEASE AGREEMENT BETWEEN

CITY OF GREELEY AND PARK CONCESSIONAIRE, LLC

THIS AGREEMENT is entered into this ___ day of __________, 2024, between

_______________________(“Concessionaire”), with a principal place of business at____________________________, and the City of Greeley (“City”), Colorado, a Colorado municipal corporation with a principal place of business at 1000 10th Street, Greeley, CO 80631.

RECITALS

WHEREAS, the City of Greeley is the owner of the City of Greeley Union Colony Civic Center

(“UCCC”), located at 701 10th Avenue; and

WHEREAS, Concessionaire is in a position to provide liquor operations services at the licensed facilities within the UCCC; and

WHEREAS, in connection with the operation of the UCCC, the City has established facilities which include storage areas and set bars; and

WHEREAS, the City has agreed to grant a concession to operate the liquor concessions at the

UCCC along with a lease of the respective premises.

NOW THEREFORE, in consideration of the mutual covenants and obligations herein expressed, the adequacy of which is acknowledged by and between the parties, it is mutually agreed as follows:

Section 1. Contract Documents.

1.1. The Contract Documents consist of this Agreement, all attached exhibits, and solicitation

F24-02-12 which are incorporated herein by this reference.

1.2. This Agreement is the sole, express and complete agreement between the parties. Each party shall be bound by no other terms or agreements relating to the subject matter of this

Agreement whether oral or written unless such terms are specifically and expressly stated herein.

Section 2. Term and Renewal.

2.1 Term. The term of this Agreement shall begin on ________and shall end on

_______Initial Term”).

2.2. Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one-year periods upon the same terms and conditions unless sooner terminated. This Agreement, however, shall not extend beyond a total of five additional one-year terms following the Initial Term unless otherwise amended as provided herein.

The Director of Culture, Parks, and Recreation designee (“Director”) is authorized to opt out of any renewal term by notice to the Concessionaire in writing thirty (30) days prior to the commencement of any renewal term as provided for in this Agreement.

Section 3. Non-Exclusive Lease of Premises.

3.1. The City hereby grants Concessionaire a non-exclusive lease of the premises of the UCCC, non-exclusively, for the purpose of operating a food and beverage operation on the premises

(“Leased Premises”) as shown on Exhibit “A”.

Section 4. Grant of Concession.

4.1. Grant of Alcohol Sale and Service Concession. The City hereby grants to Concessionaire an exclusive concession for the sale and service of alcohol beverages at the UCCC for those areas indicated by Exhibit A, and subject to all applicable laws, rules and regulations (“the

Concession”).

4.1.1 Food and Non-alcohol Beverage Concession Services: They City also grants the concessionaire non-exclusive rights to sell and serve food items and non-alcohol beverages at the UCCC. The concessionaire will be expected to provide appropriate food items and a standard array of non-alcohol beverages for every show and event, unless the Venue

Manager directs Concessionaire not to provide food and non-alcohol drinks for certain events. The City shall have the right to contract with other vendors to provide food and non-alcohol beverages for scheduled and special events in the City’s discretion.

4.2 Voluntary Suspension of Concession. The Concessionaire will voluntarily suspend the

Concession for any event that all parties deem appropriate. This agreement must be in writing 5 business days prior to the event occurring.

4.3. No Rights Acquired by Concessionaire. By entering into this Agreement, the Concessionaire acknowledges that it is an independent contractor, that it acquires no status, rights or benefits of an employee of the City and agrees to be an independent contractor.

4.4. Records of Concessionaire. The Concessionaire will keep adequate and proper business records of all expenses and receipts of the Concessionaire’s operations on the Leased

Premises. The Concessionaire shall submit sales reports and commission revenues reports to the Director within 5 business days after each event. The City may audit all financial data at any time with 15 days’ written notice to the Concessionaire. Concessionaire agrees to participate in any audit by the City.

4.5. License. Concessionaire agrees to obtain and pay for all necessary licenses in connection with its operation, including but not limited to, a liquor license for the Leased Premises.

4.5.1 Any liquor license held by the Concessionaire in connection with this Agreement shall be surrendered by the Concessionaire upon termination of this Agreement.

4.6. Payments to City for Concession and Lease. In consideration of the concession and lease granted under this Agreement, Concessionaire agrees to pay the City ____ of its annual gross revenues generated from sales upon the Leased Premises. The parties specifically agree that the amount agreed to herein supplies adequate consideration for this lease.

4.7 Taxes.

4.7.1 Concessionaire shall obtain and legally maintain all appropriate tax licenses including but not limited to a Colorado State Sales Tax License and a City of

Greeley Business License.

4.7.2. This Agreement is expressly conditional upon the Concessionaire’s timely payment of all applicable taxes and fees, including but not limited to all relevant sales taxes, income taxes, and use taxes. Furthermore, this Agreement is expressly conditional upon the Concessionaire’s timely completion of all returns and other required forms and documents for any of the aforementioned or non-mentioned taxes and fees.

Failure to comply with this provision will be considered breach of contract by the

Concessionaire and the City shall be entitled to all damages, costs, and attorneys’ fees as related to this contract.

4.8. Third Party Events/Concessionaire Requirements. Individuals or organizations hosting

(“Hosts”) events at the UCCC and desiring to use the Concessionaire’s services shall be responsible for entering into an agreement with the Concessionaire for such services. Hosts shall be responsible for all event coordination with the Concessionaire. Hosts shall pay the

Concessionaire according to the agreement between the two parties.

4.8.1 Talent Services Request Fulfillment. The City hosts performances within the UCCC and contracts with various producers and performers (“Talent”) to provide these services.

Concessionaire will provide food, beverage, and liquor to Talent as requested by Talent. The

City will provide Talent with Concessionaire’s contact information for purposes of ordering.

The Concessionaire will be responsible for collecting payment directly from Talent.

4.9. Training. Concessionaire shall develop and implement an acceptable plan and schedule for training of all volunteers, temporary employees, and permanent employees in all of the appropriate areas as related to administration and enforcement of all provisions governing the sale of alcohol beverages. Such plan shall be developed prior to any sales of alcohol beverages on the premises and updated every year thereafter for the length of this

Agreement. The Director shall have the full authority and discretion to determine the adequacy, completeness or inadequacy of the aforementioned plan and schedule. The City answers no liability for any claims against the Concessionaire related to inadequate training.

The Concessionaire assumes all liability for all claims associated in any fashion with their concession or sales of alcohol beverages.

4.9.1 The Concessionaire agrees to provide TIPS training to all employees who will be working at the Licensed Premises. Concessionaire will provide the City with TIPS training certification for all current employees before March 25, 2024.

Concessionaire will provide TIPS training certification to the City for all new employees before the employee will be allowed to work at the Licensed Premises.

The Concessionaire will provide TIPS training certification annually thereafter.

4.10. Insurance. Concessionaire shall carry general liability insurance in the amount of

$1,000,000 per claim. The City shall be listed as an additional insured for all policies.

Concessionaire shall provide the City with a certificate of insurance demonstrating compliance with this requirement at the time of execution of this Agreement.

4.11. Additional Rules. In addition to conformance with all applicable state, county, and local regulations, the operation of the concession granted under this Agreement shall at all times conform with the rules and regulations adopted by the City.

Section 5. Scope of Services. The Concessionaire shall provide the services set forth herein.

5.1. Manage and Provide Liquor and Full Bar Services.

5.1.1. Concessionaire shall provide for the sale and service of alcohol and non-alcohol beverages at the Leased Premises as authorized by the terms of the Concessionaire’s liquor license (“the Services”). The Concessionaire shall provide a minimum of one paid bartender for each event but may include a greater number of bartenders when requested by the City.

5.1.2. Concessionaire will provide the Services for City sponsored events on those days and times as requested by the City.

5.1.3. Concessionaire shall coordinate the Services for Hosts as is agreed to between

Concessionaire and the Host in writing.

5.2 Maintain Stocks. Concessionaire agrees to maintain adequate stocks of supplies on hand for all occasions in order to supply the needs of patrons desiring to obtain the Services.

Concessionaire agrees to comply with all laws, ordinances, rules and regulations related to the storage and sale of alcohol beverages. Concessionaire agrees to maintain a “home base” as defined and mandated by the Colorado Revised Statutes and any other laws related to the storage of alcohol beverages in a designated location for the length of this agreement.

5.3. Equipment and Storage. The Concessionaire shall be responsible for providing all supplies, linens, inventory and equipment, including cold storage required to operate the concession.

5.4. Pricing. Concessionaire shall submit a liquor supply price list to the Director for comparison with other similar facilities located and operated in Northern Colorado. The

Director shall verify that the prices of Concessionaire are competitive for quality, service and portion size with other similar operations located and operated in the northeast quadrant of Colorado. There may be an annual increase in prices that shall not exceed more than 5% of the proposed cost of products. Concessionaire shall annually submit inventory and pricing to the Director for comparison with other facilities in Northern Colorado. The

Director will verify that the prices of Concessionaire are competitive for quality, service, and portion size with other similar operations in the designated area. The City must approve of any changes made to the menu prior to events.

5.5. Monthly Report. The Concessionaire will file a monthly written report within twenty (20) days of the final day of each month with the Director, which will be kept in the City files.

The contents of this report shall be determined by the Director but must include accounting and tax information including, but not limited to, amount of sales and appropriate tax returns.

5.5. Operational Standards.

5.5.1 Concessionaire shall generally employ its best business judgment, efforts and ability to operate the liquor service in an efficient and businesslike manner.

5.5.2 Concessionaire is responsible for all maintenance and janitorial services within and upon the concession area improvements of the property as set forth in Paragraph 4.5.

Concessionaire is responsible to ensure that all health standards required by any local, state or county laws, codes, or regulations are maintained by Concessionaire.

5.5.3 The Concessionaire is responsible for the cleanliness of their immediate service area, as it relates to the cleaning and busing of tables, chairs, floor areas and accumulated trash and/or other refuse. The Concessionaire is responsible for pick up and removal of all trash related to their concession. All such refuse and trash shall be placed properly in outside receptacles. Should all refuse and trash not be properly disposed within 12 hours, the City will dispose of all refuse and trash and bill the

Concessionaire for the expense. Concessionaire agrees to pay the costs within thirty

(30) days of receipt of a bill for the removal costs of any trash or refuse removal undertaken by the City. Failure to pay such costs by the Concessionaire shall be considered a breach of this Agreement. To the extent practical, Concessionaire agrees to recycle materials consistent with the City’s recycling efforts and to process recycles as requested.

5.6 Dress Code. All Concessionaire staff shall be required to be in a uniform approved by the

Director.

5.7 Point of Sale Control. The Concessionaire shall provide an adequate accounting for all sales occurring on the Leased Premises. The accounting process shall be approved by the City’s

Finance Director or designee.

Section 6. Duties of the City

6.1. Storage Space. The City shall provide secure storage space in the UCCC at no charge to the

Concessionaire.

6.2 Communications. With the overall goal to provide the best possible service, communication between Concessionaire and the appropriate City staff is important. Meetings shall be held as needed between the Concessionaire, designated City staff and the Director. At any such meeting suggestions to better improve the liquor concession, facility operations, service and physical facilities shall be offered and examined by each party.

6.3. Building Maintenance. The City is responsible for general maintenance and janitorial services at the UCCC.

Section 7. Default/Termination

7.1. Default.

7.1.1. In the event that Concessionaire’s application for a liquor license from the City of

Greeley or the State of Colorado is denied, this Agreement shall immediately terminate without further notice.

7.1.2 In the event that Concessionaire is not able to obtain a liquor license from the City of

Greeley or the State of Colorado by August 30th, 2024 this Agreement shall terminate without further notice.

7.1.3 In the event of any default by the Concessionaire under the terms and conditions of this Agreement, and if such default is not cured within ten (10) days after written notice is given to Concessionaire by the City setting forth the nature of the default, this Agreement may be immediately terminated by the City, and all rights of the

Concessionaire under this Agreement shall be unenforceable.

7.2. Cure of Default. In the event the default is not the payment of some amount due under this

Agreement and is not capable of being cured within the ten (10) day period after written notice, the time for curing such default shall be extended for a reasonable period as necessary provided that the Concessionaire commence necessary action to correct such default within the ten (10) day curing period and continue to pursue such corrective action in good faith. The reasonableness of this particular period shall be determined by the Director.

7.3. Termination. Notwithstanding any other term of this Agreement, this Agreement may be immediately terminated at the City’s discretion upon the happening of any of the following events, unless otherwise provided herein.

7.3.1. The occurrence of any of the following activities by the Concessionaire or its agents in the operation of the concession.

7.3.1.1. Dishonesty in the representations and operations of the concession.

7.3.1.2. Negligence of duties in the operation of concession.

7.3.1.3. Conviction for illegal conduct.

7.3.1.4. Revocation of liquor license.

7.3.1.5. Suspension or expiration of liquor license.

7.3.1.6. Failure to pay relevant or applicable taxes or fees.

7.3.2. If there is an inability of the Concessionaire to perform its responsibilities for an aggregate of thirty (30) days during the working period of this Agreement, the City may elect after such aggregate period, to immediately terminate this Agreement after notice is delivered to the Concessionaire.

7.3.3. The City may terminate this Lease without cause upon 60 days’ notice to

Concessionaire .

Section 8. Indemnification and Hold Harmless. The City shall not be responsible for any liabilities of the Concessionaire arising out of the concession granted herein. The Concessionaire hereby agrees to indemnify, save harmless and defend the City, its officers, agents, servants, representatives, and employees from and against any and all claims, lawsuits, liability, losses and causes of action arising directly or indirectly out of the operation of the concession including the reasonable cost of defense including outside legal counsel and expert witnesses. Claims, lawsuits, liability, losses and causes of action arising directly or indirectly out of operation of the concession shall include, but not be limited to, any negligent or intentional act or omission of the Concessionaire, its agents, servants, or employees in the performance of the terms under this Agreement and any debts incurred by the

Concessionaire and any liability arising out of the Colorado Dram Shop Act, C.R.S. § 13-21-103.

Section 9. Notice. Notices related to this Agreement should be made in writing to the parties as follows:

Concessionaire City of Greeley, Colorado

Culture, Parks, and Recreation Department

651 10th Avenue

Greeley, CO 80631

(970) 350-9425

Section 10. Regulations and Administration. The Concessionaire must conduct all concession operations in accordance with all applicable ordinances, laws, statutes, rules and regulations of any authority having lawful jurisdiction over the premises.

Section 11. Miscellaneous Terms and Conditions.

11.1. No Assignment. The Concessionaire shall neither assign any of the rights nor delegate any of the duties imposed upon them under the provisions of this Agreement without having first obtained the written permission of the City. The Concessionaire shall not sublet any portion of the premises which are the subject of this Agreement or allow any other person to take possession of any portion of the concession area without the written consent of the Director.

11.2. Amendment. Except as provided herein, this Agreement shall not be enlarged, modified or altered except in writing signed by the parties as an amendment hereto.

11.3. Waiver. No waiver of any breach of this Agreement shall be held or construed to be a waiver of any subsequent breach thereof.

11.4. Agreement Subject to Appropriation. Pursuant to law, this Agreement is subject to adequate appropriation in any given fiscal year of the City of Greeley. Should adequate funds not be appropriated in any fiscal year to maintain payments under the terms and conditions of this

Agreement, the parties agree that the contract shall immediately terminate.

11.5. Expenditures. It is expressly understood and agreed by and between the parties hereto that the only expenditures to be made by the City under and by virtue of this Agreement, are those expenditures specifically provided herein.

11.6. Jurisdiction. It is expressly understood and agreed by and between the parties hereto that each party agrees to jurisdiction solely in Weld County District Court for any legal claim or issue relating to this contract or arising out of the relationship between the parties.

11.7 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, which together constitute one instrument. All parties agree to the use of Electronic

Signatures to execute this Agreement.

11.8. Governmental Immunity. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, notice requirements or other provisions, of the Colorado Governmental

Immunity Act, C.R.S. 24-10-101 et seq. as applicable now or hereafter amended. There is no intent to waive or restrict governmental immunity.

11.9. Saving Clause. If any term or provision of this Agreement is or becomes invalid or unenforceable by reason of a conflict with any applicable laws, statutes, ordinances, rules or regulations, such invalidity or unenforceability shall not affect or impair any other terms or provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date identified above.

Concessionaire:

Signed:

Name:

Title:

Date:

EXECUTED:

The City of Greeley, Colorado

Signed:__________________________________

John Gates

Mayor

APPROVED AS TO SUBSTANCE:

Signed:___________________________________

Name:____________________________________

Title:________________________________________

Date:________________________________________

APPROVED AS TO FUNDS AVAILABILITY:

Signed:_____________________________________

Name:______________________________________

Title:________________________________________

Date:________________________________________

APPROVED AS TO LEGAL FORM:

Signed:_______________________________________

Name:________________________________________

Title:_________________________________________

Date:_________________________________________