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HomeMy WebLinkAboutLEWIS TENNIS LLC - CONTRACT - RFP - 8750 TENNIS CONCESSIONAIREConcession Agreement RFP 8750 Tennis Concessionaire Page 1 of 29 TENNIS CONCESSION AGREEMENT This Tennis Concession Agreement, hereinafter called the "Agreement," is made and entered into as of the 10th day of September, 2018, by and between THE CITY OF FORT COLLINS, COLORADO, a municipal corporation, whose principal offices are at 300 LaPorte Avenue, Fort Collins, Colorado 80521, hereinafter called "City," and LEWIS TENNIS LLC, whose principal offices are at PO Box 1207, Laporte, CO 80535, hereinafter called "Contractor", regarding certain services to be provided at Rolland Moore Park, 2201 S. Shields Street, Fort Collins, Colorado, 80526 (the "Park"). WITNESETH: ARTICLE 1 Tennis Services Contractor agrees to provide pro shop services in accordance with the Scope of Services description, attached as Exhibit "A" and incorporated herein by this reference, such services to be provided primarily by the Contractor. ARTICLE 2 Grant of Pro Shop Concession The City grants and Contractor accepts the responsibility of operating a Tennis Pro Concession in accordance with the Scope of Services description attached as Exhibit "B" and incorporated herein by this reference. ARTICLE 3 Concession Space For the purposes of this Agreement, the "Concession Space" shall mean any and all parts of the pro shop building at the Park. ARTICLE 4 Contractor's Use of the Concession Space 4.1 In General. Subject to other limitations expressed in this Agreement, the City grants to Contractor the right to exclusive use of the Concession Space and the right to use in common with others the public areas of the Park, in conjunction with its operations under this Agreement, in such spaces and manner as may be prescribed by the City. 4.2 Smoking Prohibited. Pursuant to the Fort Collins City Code, smoking is prohibited in the Concession Space, and no person shall smoke outside within twenty (20) feet from any entrance, passageway, operable window or ventilation system of the Concession Space, including outdoor patios unless such person is passing through the area, without stopping, en route to another destination. The Contractor shall inform persons violating this provision of the applicable law and request their compliance. 4.3 Restriction on Items Offered for Sale. In no event shall Contractor offer for sale or otherwise supply smoking instruments or tobacco at the Park. 4.4 Compliance with Applicable Law. The Contractor agrees to comply fully with all applicable state and federal laws and regulations and municipal ordinances, as well as all rules, regulations, policies, and procedures adopted by the City. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 2 of 29 ARTICLE 5 Rights of Ingress and Egress 5.1 In General. The Contractor shall have the right of ingress and egress to and from the Concession Space for Contractor's employees, agents and invitees to the extent reasonably necessary in connection with the conduct of Contractor's business under this Agreement. Areas designated as restricted areas by the City shall be excluded. 5.2 Closures. The City may, at any time, temporarily or permanently, close or consent to or request the closing of any roadway or any other way at, in or near the Park, presently or hereafter used as such, so long as reasonable and safe means of ingress and egress remains available to Contractor. ARTICLE 6 Undertakings of Contractor 6.1 Service. Contractor agrees: 6.1.1 The Contractor shall furnish and pay for all equipment, except as otherwise provided by the City pursuant to Article 10, all goods, labor, transportation, supervision and services necessary to provide services in accordance with this Agreement. 6.1.2 Contractor acknowledges the desire and obligation of the City to provide a high level of service to the public. Therefore, Contractor agrees to offer for sale from the Concession Space only high quality merchandise and products. If, in the opinion of the City, the selection of items offered is inadequate or not of high quality or if any of the items are found to be objectionable for display and/or sale in a public facility, the items shall be removed or replaced as required by the City. The City Representative shall meet and confer with Contractor regarding such matters. However, Contractor acknowledges that the City's determination as to the same shall be conclusive. Failure of Contractor to correct, rectify or modify its quality within five (5) days of being advised in writing to do so shall be cause for default. 6.1.3 Contractor warrants that all Services and related responsibilities performed under this Agreement shall be performed with the highest degree of competence and care and in accordance with the highest professional and management standards. 6.1.4 Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Contractor and that this Agreement shall be considered as an agreement for his/her personal services. Accordingly, the Contractor shall neither assign any responsibilities nor delegate any duties designated to the Contractor under this Agreement to any other person without the prior written consent of the City, and as otherwise set forth in Article 15. 6.2 Hours of Operation. Subject to the exception for inclement weather expressed below, the Contractor will be required to provide services under this Agreement as follows: A. During the Spring months of April and May, from 12:00 PM to 6:00 PM, Monday thru Friday, and 10:00 AM to 4:00 PM, Saturday; B. During the Summer months of June, July and August, from 9:00 AM to 6:00 PM, Monday thru Friday, and 10:00 AM to 4:00 PM, Saturday; DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 3 of 29 C. During the Fall months of September, October and November, from 12:00 PM to 6:00 PM, Monday thru Friday, and 10:00 AM to 4:00 PM, Saturday, weather permitting; D. During the Winter months of December, January and February, from 12:00 PM to 6:00 PM, Monday thru Friday, and 10:00 AM to 4:00 PM, Saturdays, weather permitting; E. Exceptions to the schedule may be made, subject to the consent of the City, if closing is dictated by weather. 6.3 Contractor Personnel. Contractor shall control the conduct and demeanor of its agents and employees. Contractor agrees to supply and require its employees to wear suitable attire and to wear or carry badges or other suitable means of identification, the form for which shall be subject to prior and continuing approval of the City. 6.3.1 The Contractor agrees to provide to the City at all times a current list of employees, volunteers, and other representatives or agents of Contractor that will be working on behalf of the Contractor in providing services to the City under this Agreement. The Contractor shall keep a written record of all hours worked by volunteers and provide this information to the City on a monthly basis or upon request. The Contractor and the City acknowledge and agree that certain services provided by Contractor will require that employees, volunteers, and other representatives or agents of the Contractor act in positions of trust which will entail the handling of and accounting for funds of the City and City property, or direct contact with youth and members of the general public. Accordingly, Contractor agrees to perform, prior to acceptance of employment, background screening of all employees, volunteers, and other representatives or agents of the Contractor at Contractor’s expense. 6.3.2 In the event that a background check, or any other information available to the Contractor or the City, raises questions about the trustworthiness, fitness for provision of services under this Agreement, competency or suitability of any individual for a position of trust of any kind, including handling of funds, City equipment or property, or working with youths or other members of the general public, such individual shall not be employed or allowed to volunteer in connection with the services or activities required or permitted under this Agreement. 6.3.3 In the event the City has concerns regarding the trustworthiness, fitness for provision of services under this Agreement, competence or suitability of any individual for a position of trust of any kind, or concerning conduct, demeanor or competence of any employee or volunteer of Contractor, the Contractor shall immediately take all lawful steps to remove or otherwise address to the City's reasonable satisfaction the cause of the objection or to remove such individual from the performance of any services provided hereunder. 6.3.4 The following constitute unacceptable personal conduct that the parties acknowledge and agree shall be subject to reasonable objection by the City. The parties acknowledge this list is not meant to be exhaustive, and other conduct not listed in this Section may be determined by the City to reasonably impair Contractor's ability to provide satisfactory services under this Agreement, and may also give rise to a reasonable objection by the City to which Contractor shall be expected to respond as set forth herein. In the event the Contractor, or anyone providing services for the Contractor commits any of the following examples of unacceptable DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 4 of 29 conduct, or fails or refuses to take reasonable action to correct such conduct by any person providing services for or on behalf of Contractor hereunder, the City may give Contractor notice of violation and proceed in the manner as set forth in Section 17.1.9. A. Commission or conviction of a felony, or of any crime involving moral turpitude; B. Theft or misuse of City money or property; C. Harassment of, or discrimination against, any individual based on race, religion, national origin, age, sex, sexual orientation or disability, including any breach of the terms set forth in Exhibit C, attached hereto; D. Falsification, unauthorized use or destruction of City records, reports or other data or information belonging to the City; E. Abusive or threatening treatment of any person, including, but not limited to physical or verbal confrontation; F. Using, consuming, possessing, having in the body or distributing alcohol (except in the normal performance of concession services) or controlled substances during working time; G. Destruction, loss or abuse of City property; H. Unauthorized use of City equipment or property for personal use; or I. Possessing or maintaining sexually explicit materials on City property; J. Failure to meet the City’s performance expectations. 6.4. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Contractor represents and agrees that: 6.4.1. As of the date of this Agreement: A. Contractor does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and B. Contractor will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. 6.4.2. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 5 of 29 6.4.3. Contractor is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. 6.4.4. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall: A. Notify such subcontractor and the City within three days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and B. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 6.4.5. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. 6.4.6. If Contractor violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Contractor shall be liable for actual and consequential damages to the City arising out of Contractor’s violation of Subsection 8-17.5-102, C.R.S. 6.4.7. The City will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the City terminates the Agreement for such breach. 6.5 Statements, Recordkeeping and Audits. Contractor shall keep books and records of the business, including an accounting of all revenue and expenses of the concession operation, in accordance with good accounting practice and in such form as is satisfactory to the City. The Contractor hereby grants to the City the right to audit Contractor's books and records for its operation at the Golf Course and agrees to make available to the City, or its authorized representative, at any time, Monday through Friday inclusive, between the hours of 9:00 a.m. and 5:00 p.m., at the offices of the City or the Park, at the City's election, all records, books and relevant related information as may be required for audit purposes. 6.6.1 Annual financial statements are required to be filed with the City representative on or before April 15th for the prior year. 6.6 Physical Interference. Contractor shall not do, nor permit to be done, anything which may interfere with the effectiveness or accessibility of the drainage system, sewerage system, fire protection system, sprinkler system, alarm system and fire hydrants and hoses, if any, installed or located in the Concession Area or elsewhere at the Park. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 6 of 29 6.7 Taxes. Contractor agrees to pay all local, state and federal social security, unemployment insurance, sales, use, personal property, possessory interest, and other taxes, assessments and payments-in-lieu which, during the term of this Agreement or any extension hereof, may become a lien of which may be levied or charged by the State, County, City of Fort Collins or other tax-levying body upon or with respect to the Concession Space or the Golf Course, upon any taxable interest acquired by the Contractor in this Agreement, or any taxable possessory right which Contractor may have in or to the Concession Space or facilities or the improvements thereon, by reason of Contractor's occupancy or use thereof, or otherwise, as well as all taxes on taxable property, real or personal, owned by Contractor or taxes on Contractor's operations or activities in or about the Concession Space or elsewhere at the Park. However, except as otherwise permitted by this Agreement, no charges, fees or taxes of any nature shall be imposed by the City solely upon Contractor for exercising any right or privilege granted by the City to Contractor in this Agreement with respect to the use of the Concession Space. Nothing herein shall prevent Contractor from protesting, through due process, any taxes levied. 6.8 Licenses. Contractor agrees to obtain and pay for all licenses necessary in connection with its operation. 6.8.1 Any such licenses held by the Contractor in connection with this Agreement shall be surrendered by the Contractor upon termination of this Agreement. 6.8.2 Upon Contractor's surrender of all licenses and acquisition of new licenses by such replacement Contractor as the City may select, the City shall reimburse Contractor for such proportional amount of the cost of the license as may be attributable to any remaining period which may exist from the date of Contractor's surrender to license expiration. ARTICLE 7 Term 7.1 Period. The term of this Agreement shall commence on November 1, 2018 and unless terminated sooner, shall expire on October 31, 2019. This Agreement shall be automatically renewed for up to four (4) additional one (1) year terms unless the Contractor is in default beyond any applicable cure period or unless one party serves written notice to the other party of its intention to terminate the Agreement, provided such written notice must be served at least ninety (90) days prior to the anniversary date of the Agreement. 7.2 Holding Over. In the event that the Contractor, or its successor in interest, if any, shall remain beyond the term set forth herein, although no right to remain is given by this Article, it is the intention of the parties and it is hereby agreed that a right of use from month-to- month shall then arise subject to all provisions and conditions of this Agreement in connection with such right, except that the City shall have the sole right to determine reasonable fees for any holdover period. ARTICLE 8 Fee For Services/Fee For Conducting Business 8.1 Concession Fee. For the privilege of conducting the concession operations hereunder, the Concessionaire shall pay to the City an amount equal to five percent (5%) percent of gross pro shop sales and service proceeds; private, semi-private and group lesson fees; clinic and tournament fees; other court/equipment rental fees; and fees charged for any other DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 7 of 29 Concessionaire-organized events and programs held on City tennis courts or at other City facilities. 8.2 Time of Payment. The Concessionaire shall pay the Concession Fee to the City, on a monthly basis, in no event, later than the twentieth day of the month for concession fees due from the previous month 8.3 Interest on Past Due Amounts. Concessionaire shall pay interest on all past due amounts at the rate of eighteen percent (18%) per annum from the due date, until paid. 8.4 Method of Payment. Payment for all fees under Article 6 shall be by check or money order payable to the order of "City of Fort Collins" and shall be mailed or personally delivered to the Recreation Supervisor of Sports, 413 S. Bryan, Fort Collins, CO 80521. ARTICLE 9 Utilities, Maintenance and Janitorial Duties 9.1 Utilities. The City shall pay all charges for water, storm water, sewer, gas, trash collection, recycling, basic clubhouse security system services, and electric services to the Concession Space. The Contractor shall pay for any Pro Shop , telephone, televisions, cable or satellite services, or expanded security services. Contractor is responsible for any cable/satellite TV charges. 9.2 Maintenance and Repair. The City shall maintain and repair the Concession Space and City equipment and fixtures (defined in Article 10). Contractor shall submit all requests for repairs or maintenance to the City Representative. Notwithstanding anything to the contrary contained herein, the City shall not in any way be liable to the Contractor for failure to make repairs as herein specifically required of it unless the Contractor has previously notified the City in writing of a need for such repairs, and the City has failed to commence and complete said repairs within a reasonable period of time following receipt of the Contractor's written notification. 9.2.1 The Contractor shall neither hold nor attempt to hold the City liable for any injury or damage, either approximate or remote, occasioned through or caused by defective electrical wiring or the breaking or stoppage of plumbing or sewage upon the Concession Space, whether said breakage or stoppage results from freezing or otherwise. 9.3 Cleaning and Janitorial. The Contractor shall keep the Concession Space and its fixtures clean and in good sanitary condition as required by the ordinances, resolutions, policies, statutes, and health, sanitary and police regulations of the City of Fort Collins, County of Larimer, and State of Colorado. 9.3.1 The City will provide janitorial services and keep exterior entrances to the concession space clean and clear of snow and any other debris. 9.3.2 Contractor is responsible for the ongoing cleanliness of the Concession Space in order to provide a clean and orderly appearance for golfers and the public, including but not limited to, chairs, patio, floor areas and removing trash accumulations to designated trash containers. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 8 of 29 9.3.3 Contractor shall facilitate the basic maintenance of clean and orderly restrooms in the Concession Space throughout operating hours. ARTICLE 10 Acceptance and Trade Fixtures 10.1 Concession Space, City Equipment and Fixtures. In addition to the Concession Space, the City shall provide the following: 10.1.1 Existing equipment as listed on Exhibit "D", attached hereto and made a part hereof; 10.1.2 Lighting fixtures for general area illumination; 10.1.3 Heat and air conditioning; 10.1.4 Pro shop counters, storage units and safe; and 10.1.5 One cash register and/or computerized system, and credit card machine for use by Contractor in connection with performance of services and sales under this Agreement. 10.1.6 Pro Shop Carpeting. 10.2 Acceptance. On the date of commencement of this Agreement, Contractor shall acknowledge that it accepts the Concession Space as well as any City equipment and fixtures "as is." 10.3 Installation of Equipment and Trade Fixtures. Except for the items listed on Exhibit "E", attached hereto and made a part hereof, no equipment, trade fixtures, signs or other personal property used by Contractor in its business, whether or not attached to the Concession Space or any Improvements thereon, shall be installed without the prior written approval of the City. 10.4 Removal of Equipment, Trade Fixtures. Contractor shall have the right at any time during the term of this Agreement or upon termination and within thirty (30) days thereafter, to remove all trade fixtures, equipment and other personal property owned by Contractor, subject to any valid lien the City may have thereon. Any property not so removed by Contractor upon termination shall become a part of the realty on which it is located and title thereto shall vest in the City. 10.5 Title to Improvements. Upon installation or erection of Improvements by Contractor, such Improvements (but excluding any of Contractor's personal property and trade fixtures which are attached or affixed thereto) shall become a part of the realty upon which they are erected and title thereto shall vest in the City. Upon vesting, the Improvements become part of the Concession Space and are subject to the terms applicable to the Concession Space within this Agreement. 10.6 Applicable Law. All Improvements and all trade fixtures, equipment or other personal property installed by Contractor shall be subject to and conform in all respects to the applicable statutes, ordinances, building codes, sign codes, rules and regulations of all governmental agencies which have jurisdiction over such matters. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 9 of 29 ARTICLE 11 Damage by Contractor Contractor shall be liable for and shall repair, replace or cause to be repaired or replaced within fifteen (15) days after occurrence, any damage to the Concession Space, or to City's property, equipment and fixtures (defined in Article 10) caused by Contractor, its board members, officers, agents, employees or anyone acting under its direction and control, ordinary wear and tear excepted. All repairs or replacements shall be made promptly and when necessary and shall be in a quality and of a class at least equal to the original. ARTICLE 12 Total or Partial Destruction 12.1 Concession Space or Other Major Component Rendered Untenantable. In case, during the term of this Agreement, the Concession Space, Golf Course or any principal part of any one of them shall be destroyed or shall be so damaged by fire, flood, or other casualty so as to be rendered untenantable or unusable as determined by the City: 12.1.1 Then, in such event, at the option of the City or Contractor, the term hereby created shall cease; and this Agreement shall become null and void from the date of such damage or destruction; and Contractor shall immediately surrender the Concession Space and its interest therein to the City; provided, however, that the City or Contractor shall exercise such option to so terminate this Agreement by notice, in writing, delivered to the other party within thirty (30) days after the City's determination of untenantability or unusability. 12.1.2 In the event neither the City nor Contractor shall elect to terminate this Agreement, this Agreement shall continue in full force and effect; and the City shall repair the Concession Space, Clubhouse, or Golf Course excluding improvements or equipment, signs, trade fixtures or other personal property installed by Contractor, with all reasonable speed, placing the same in as good a condition as it was at the time of the damage or destruction. 12.2 Concession Space Only Untenantable. In the event of destruction rendering only the Concession Space untenantable, the City shall endeavor, but not be obligated, to make substitute premises available for Contractor's use. 12.3 Components Tenantable. If the Concession Space or Golf Course shall be only injured by fire, flood, or the elements to such extent so as not to render the same untenantable and unfit for use and occupancy, the City shall repair the same with all reasonable speed. 12.4 Removal of Rubbish. In any event, upon the occurrence of damage or destruction, Contractor shall remove all rubbish, debris, merchandise, furniture, furnishings, equipment and other items of its personal property within five (5) days after request being made by the City. 12.5 Exception for Damage Caused by Contractor. In the event of damage caused by Contractor as more specifically addressed in Article 11 of this Agreement, the provisions of Article 11 shall govern in any conflict between Article 11 and Article 12. 12.6 No Claim by Contractor. No compensation or claim shall be made by or allowed to Contractor by reason of any inconvenience or annoyance arising from the necessity of DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 10 of 29 repairing any portion of the Concession Space or Collindale Golf Course, however the necessity may occur. ARTICLE 13 Indemnification and Insurance 13.1 City's Liability. The City shall not in any way be liable for any cost, liability, damage or injury, including cost of suit and reasonable expenses of legal services, claimed or recovered by any person whomsoever or whatsoever as a result of any operations, works, acts or omissions performed within Concession Space by Contractor, its agents, employees or contractors unless caused or contributed to by the negligence or willful misconduct of the City, its employees, agents or contractors. 13.2 Indemnification. Contractor covenants that it will indemnify and hold the City harmless from all claims, demands, judgments, costs and expenses, including attorneys' fees, claimed or recovered (whether justly, unjustly, falsely, fraudulently or frivolously) by any person by reason of injury to or death of any individual person or persons, or by reason of damage to, destruction or loss of use of any property, including City's personnel and City's property, directly or indirectly arising out of, resulting from or occurring in connection with any operations, works, acts or omissions of Contractor. As used herein, the term "Contractor" and "City" includes the respective directors, officers, agents, employees and contractors of Contractor and City. 13.3 Patent Representation. Contractor represents that it is the owner of or is fully authorized to use any and all services, processes, machines, articles, makes, names or slogans used by it in its operation or in any way connected with this Agreement. 13.4 Contractor Insurance. Without limiting any of the Contractor's obligations hereunder, the Contractor shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement with limits specified in Exhibit "F", which is attached hereto and incorporated herein by this reference. 13.5 Precautions Against Injury. The Contractor shall take all necessary precautions in performing the operations hereunder to prevent injury to persons and property. 13.6 Failure to Insure. Failure of Contractor to take out and/or maintain, or the taking out and/or maintenance of any required insurance shall not relieve Contractor from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with the obligations on Contractor concerning indemnification. ARTICLE 14 No Interest in Real Property Contractor agrees that this Agreement constitutes merely a right to use and occupy the Concession Space for a limited purpose and does not create or convey to Contractor any interest in real property. ARTICLE 15 Assignment The Contractor shall not assign this Agreement, sublet or otherwise allow any person to take possession of all or any portion of the Concession Space without prior written consent of the City nor permit any transfer by operation of law of Contractor's interest created hereby, other than by merger or consolidation unless approved by City. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 11 of 29 ARTICLE 16 Right of City to Enter, Inspect and Make Repairs 16.1 In General. City and its authorized employees, agents, contractors and other representatives shall have the right (at such times as may be reasonable under the circumstances and with as little interruption to Contractor's operation as is reasonably practicable) to enter upon any part of the Concession Space for the following purposes: 16.1.1 To inspect such premises at reasonable intervals during regular business hours (or at any time in case of emergency) to determine whether Contractor has complied with and is complying with the terms and conditions of this Agreement with respect to such premises; 16.1.2 To perform or cause to be performed maintenance and make repairs and replacements: and 16.1.3 To make structural additions and alterations. 16.2 Obstruction by City. All entries made for the purposes enumerated above shall, except as otherwise provided in Article 12, Total or Partial Destruction, be without abatement of damage for inconvenience. 16.3 Obstruction by Contractor. In the event that any personal property of Contractor shall obstruct the access of the City, its officers, employees, agents or contractors, or a utility company furnishing utility service to any of the existing utility, mechanical, electrical and other systems, and thus shall interfere with the inspection, maintenance or repair of any such system, Contractor shall move such property, as directed by the City or said utility company, in order that access may be had to the system or part thereof for inspection, maintenance or repair. If Contractor shall fail to so move such property after direction from the City or said utility company to do so, the City or the utility company may move it without liability for damage sustained in moving. 16.4 No Eviction or Abatement. Exercise of any or all of the foregoing rights in this Article, by the City, or others under right of the City, shall not be, nor be construed to be, an eviction of Contractor, nor be made the grounds for any abatement of any claim or demand for damages against the City, consequential or otherwise, except claims for damages to person or property caused solely by the negligence of the City. ARTICLE 17 Default, Rights of Termination 17.1 Default by Contractor. Time is of the essence in the performance of services and payments of any amounts due under this Agreement. Contractor shall be in default under this Agreement upon the occurrence of any one or more of the following events: 17.1.1 Contractor's failure to pay any fee or other charge when due, or provide acceptable financial reports if requested by the City within five (5) workings days after notice from City of such nonpayment or request. 17.1.2 Contractor's failure to maintain the insurance required in Section 13.4. 17.1.3 Contractor's assignment of any right hereunder in violation of Article 15. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 12 of 29 17.1.4 Contractor's failure to perform, keep or observe any of the terms, covenants or conditions of this Agreement within seven (7) days (or such longer time as may be necessary to cure, provided that cure is commenced within the initial seven 7 days) after notice from the City specifying the nature of the deficiency with reasonable particularity and the corrective action that is to be taken within such period to cure the deficiency. 17.1.5 The filing by Contractor of a voluntary petition in bankruptcy, the filing of an involuntary petition in bankruptcy against Contractor, the taking of possession of all or substantially all of Contractor's assets pursuant to proceedings brought under the provisions of any federal reorganization act or the appointment of a receiver of all or substantially all of Contractor's assets and the failure of Contractor to secure the return of such assets and/or the dismissal of such proceeding within thirty (30) days after the filing. 17.1.6 The abandonment for a period of (7) calendar days by Contractor of the conduct of its services and operations. 17.1.7 The assignment by Contractor of its assets for the benefit of creditors. 17.1.8 The death of the Contractor or his/her inability to provide services under this Agreement for an aggregate period of 45 days or more during any annual term of this Agreement. 17.1.9 After written notice to the Contractor of any violation of the personal conduct or performance standards set forth in Section 6, above, and a hearing of the matter before the City's Director of Purchasing, if such a hearing has been requested in writing received by the Director of Purchasing within ten (10) days after mailing of written notice of violation, a determination by the Director of Purchasing and Risk Management that the alleged violation has, in fact, occurred, and that such violation materially interferes with Contractor's ability to perform its services hereunder in a manner satisfactory to the City or otherwise impairs the benefits to be derived from the City by this Agreement, including the good will, satisfaction, health and safety of the general public. 17.2 City's Remedies on Default. 17.2.1 In the event of a default by Contractor, the City may terminate this Agreement effective immediately upon provision of written notice of such termination to Contractor. In the alternative, the City may elect to keep the Agreement in force and work with Contractor to cure the default. If this Agreement is terminated, Contractor shall refund to the City that portion of the Golf Services Fee paid by the City pursuant to Section 8.2 proportional to the time remaining in the calendar month at the time of the Contractor's default, and the City shall have the right to take possession of the Concession Space at the time of default. Contractor's liability to City for damages shall survive the termination, and the City may re-enter, take possession of the Concession Space and remove any persons or property by legal action or by self- help with the use of reasonable force and without liability for damages. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 13 of 29 17.2.2 Following re-entry or abandonment, City may make arrangements for use of the Concession Space by others and in that connection may make any suitable alterations or refurbish the Concession Space, but City shall not be required to make such arrangement for any use or purpose. 17.3 Rights and Remedies Reserved. It is understood and agreed that any rights and remedies reserved pursuant to this Article are in addition to any other rights or remedies the City may have pursuant to this Agreement or to applicable law to seek judicial enforcement, damages or any other lawful remedy. 17.4 Termination Notice. Notwithstanding the time periods contained herein, in the event the City elects to renew this agreement beyond the term in paragraph 7.1, either party may terminate this Agreement effective December 31st of the respective contract year without cause by providing written notice to the other party. Such notice shall be delivered at least ninety (90) days prior to December 31st. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the addresses provided in Section 18.15, below. ARTICLE 18 Miscellaneous Provisions 18.1 Cumulative Rights. All remedies provided in this Agreement shall be deemed cumulative and additional and not in lieu of, or exclusive of, each other or of any other remedy available to the City, or Contractor, at law or in equity, and the exercise of any remedy, or the existence herein of other remedies or indemnities shall not prevent the exercise of any other remedy. 18.2 Non-Waiver. The failure by either party to exercise any right or rights accruing to it by virtue of the breach of any covenant, condition or agreement herein by the other party shall not operate as a waiver of the exercise of such right or rights in the event of any subsequent breach by such other party, nor shall such other party be relieved thereby from its obligations under the terms hereof. 18.3 Non-liability of Individuals Other than Contractor. With the exception of Contractor, no director, officer, agent or employee of either party hereto shall be charged personally or held contractually liable by or to the other party under any term or provision of this Agreement or of any supplement, modification or amendment to this Agreement because of any breach thereof, or because of its or their execution or attempted execution of the same. 18.4 Limitations on Use. Contractor shall not use, or permit the use of the Concession Space, or any part thereof, for any purpose or use other than those authorized by this Agreement. Neither shall Contractor permit nor suffer any disorderly noise or nuisance whatsoever about the Concession Space. 18.5 Governing Law. This Agreement shall be performable and enforceable in Larimer County, Colorado, and shall be construed in accordance with the laws of the State of Colorado. 18.6 Benefits. This Agreement is made for the sole and exclusive benefit of the City and Contractor, their successors and assigns, and is not made for the benefit of any third party. 18.7 Construction. In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 14 of 29 18.8 Successors and Assigns. All covenants, stipulations and agreements in this Agreement shall extend to and bind each party hereto, its legal representatives, successors and assigns. 18.9 Headings. The titles of the several articles of this Agreement are inserted herein for convenience only and are not intended and shall not be construed to affect in any manner the terms and provisions hereof, or the interpretation or construction thereof. 18.10 Attorney Fees. In the event any legal action or proceeding is brought to collect sums due or to become due hereunder or any portion thereof or to enforce compliance with this Agreement for failure to observe any of the covenants of this Agreement, the losing party agrees to pay to the prevailing party such sums as the Court may judge reasonable attorneys' fees and costs to be allowed in such action or proceeding and in any appeal therefrom. 18.11 Contract Documents, Entire Agreement. This writing, together with the exhibits hereto constitutes the entire agreement between the parties, their officers, employees, agents and assigns and supersedes all prior agreements, understandings, warranties or promises between the parties hereto, whether written, spoken or implied from the conduct of the parties hereto. 18.12 Severability. In the event any covenant, condition or provision of this Agreement is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall not in any way affect any of the other covenants, conditions or provisions of this Agreement, provided that the invalidity of any such covenant, condition or provision does not materially prejudice either City or Contractor in his/her or its respective rights and obligations under the valid covenants, conditions or provisions of this Agreement. 18.13 Surrender of Possession. Upon the expiration of this Agreement or its earlier termination as herein provided, Contractor shall remove all of its property from the Park and surrender entire possession of its rights at the Park to City and its improvements in accordance with Section 11 above, unless this Agreement is renewed or replaced. 18.14 City Representative. The City designates the Director of Parks, as its representative who shall make, within the scope of his/her authority, all necessary and proper decisions with reference to this Agreement. All requests for contract interpretations, amendments and other clarifications or instructions shall be directed to the City Representative. 18.15 Notices. Notices permitted or required to be given under this Agreement shall be in writing and shall be deemed given upon personal delivery or upon deposit in the United States Mail, certified, return receipt requested, postage fully prepaid, addressed as follows or to such other address as the parties may designate from time to time by notice given in accordance with this Section: Contractor: City: Copy to: Lewis Tennis LLC Attn: Larry Lewis PO Box 1207 Laporte, CO 80535 City of Fort Collins Attn: Marc Rademacher PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept PO Box 580 DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 15 of 29 Fort Collins, CO 80522 18.16 Schedules and Exhibits. Whenever reference is made in this Agreement to a Schedule or an Exhibit, unless otherwise specifically expressed to the contrary, such Schedule or Exhibit shall be deemed attached to and by this reference incorporated in this Agreement. 18.17 Force Majeure. However, neither the City nor the Contractor shall be deemed in violation of this Agreement if prevented from performing any of its obligations hereunder by reason of strikes, boycotts, labor disputes, embargoes, shortage of energy or materials, acts of God, act of public enemy, acts of superior governmental authority, weather conditions, rights, rebellion, sabotage or any other circumstances that are not within its control. 18.18 No Limitation on General Powers Nothing in this Agreement shall be construed as in any way limiting the general powers of the City to fully exercise their governmental functions or their obligations under any bond covenants or federal, state or local laws, rules or regulations. 18.19 No Relationship. Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party as creating the relationship of employer and employee, principal and agent or a partnership or a joint venture between the parties hereto. It is agreed that in the performance of the golf services and concession operation hereunder, the Contractor is an independent contractor responsible to the City only as to the results to be obtained and to the extent that the services and operation shall be done in accordance with the terms of this Agreement. 18.20 Survival. To the extent necessary to carry out all of the terms and provisions hereof, the said terms, obligations and rights set forth herein required shall survive and shall not be affected by the expiration or termination of this Agreement. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 16 of 29 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. THE CITY OF FORT COLLINS, COLORADO A Municipal Corporation By:_________________________________ Gerry Paul Purchasing Director Date:_______________________________ ATTEST: ________________________ APPROVED AS TO FORM: ________________________ LEWIS TENNIS LLC By: Printed: Date: DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Larry Lewis 9/23/2018 Assistant City Attorney ll 9/25/2018 City Clerk Concession Agreement RFP 8750 Tennis Concessionaire Page 17 of 29 EXHIBIT A SCOPE OF SERVICES A. CITY EXPECTATIONS OF THE CONTRACTOR:  3 years of full-time experience running a tennis facility, preferably a public facility  5 years of overall tennis programming experience  Ability and knowledge to both run pro-shop operations and program tennis activities.  Certified USPTA Elite pro  Other USPTA Pros on staff recommended At a minimum, the Contractor must provide:  Racquet stringing services  Ball machine rentals (Contractor must supply machine and tennis balls)  Tennis lessons and other tennis activities on City-owned tennis courts  Instructors, payment to instructors and equipment for any tennis programs  Sale of tennis related items in the pro-shop  Distribution of Recreation Division literature in the pro-shop  Registration for all tennis activities including on-line registration  A price list for all products and services, updated annually at the time of Agreement renewal.  Scheduling for all City-owned courts  Rental fee collection from court rentals using fees set by the City Recreation Division  Tennis program marketing for the growth of tennis in Fort Collins  Quarterly and monthly reports that detail total program participation and court usage  A schedule of courts for the public to access, both at the courts and online. The Contractor shall have exclusive rights to:  Pro Shop for sales of goods and services.  Providing private, semi-private, and group lessons; clinics, tournaments, and other tennis activities at the Rolland Moore Racquet Center and other City-owned courts.  Priority use of all City-owned courts. The Contractor shall have the use of the following City-owned equipment. Maintenance of such equipment shall be the responsibility of the Contractor.  Four (4) interior steel company lockers  Misc. Office furniture: Desk and table  Merchandise displays, including wall mounts DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 18 of 29 B. KEY AREAS OF RESPONSIBILITY The Contractor will be responsible for:  Scheduling and collection of fees for all City-owned courts  Care, cleaning and minor maintenance of the Pro-Shop building  Care and cleaning of the storage shed northwest of the pro shop  General cleaning of the area around the pro shop  Payment of telephone and data line expenses related to the Pro Shop operation  Care of any City property used in the Pro Shop  Providing registration materials to the Recreation Communications office  Reporting maintenance concerns to the proper park crew chief.  Payment to City on a (monthly) basis.  Informing Outdoor Sports Facility Scheduler of tennis court schedules  Providing tennis programs (lessons, leagues, tournaments etc..) to the citizens of Fort Collins  Running background checks on all staff that will work with the public  Providing Roll-Dris or other court drying devices  Providing the public a schedule of court usage  Providing customer service to the tennis community  Provide website with pro-shop hours, court availability/schedules, online registration and other information about the tennis program The City will be responsible for:  Maintenance of the courts, buildings and surrounding areas  Providing marketing assistance for new activities offered by the Contractor, space for general tennis information in each issue of the recreation program brochures, assistance in targeting new tennis audiences in the community, and assistance with solicitation of interns from area universities.  Landscaping care and maintenance. Trash removal from City trash containers.  Establishing rental court fees  Entering large events and other Tennis Court schedules into the City’s Event Management System (EMS). C. PROPOSED PROGRAMS AND SERVICES 1) Continue developing tennis in Fort Collins by: Involvement in schools programs i. Free and low-cost clinics ii. Child/parent events DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 19 of 29 iii. Special events such as round robins, extravaganzas, seminars, and iv. workshops v. Large variety of programs to fill the needs of social or competitive, beginning through advanced level players of all ages vi. Leagues and tournaments vii. Junior Team Tennis (JTT) Leagues viii. Discounts for additional family members ix. Scholarships for juniors and adults who can’t afford to participate (In the last 20 years of Lewis Tennis programs no student has been unable to participate due to financial concerns) x. Free racquets for the disadvantaged xi. Incorporating NJTL into program 2) Development programs to serve “at risk” youth and people who are physically and mentally challenged. 3) An atmosphere of friendliness and service where players and spectators feel at home and part of the “family”. 4) Whenever there is dissatisfaction with product or services, an offer of a refund is always made. To have all our customers satisfied is a major goal. 5) Junior tennis is a major part of the operation. Lewis Tennis’ philosophy on junior tennis is that it is important to remember that the most important thing a child can develop from a tennis lesson or activity has more to do with life skills than it has to do with tennis skills. Life skills such as sportsmanship, concentration, dealing with winning and losing, goal setting, and discipline. These are skills that will be taught right along with how to hit a topspin forehand. The lessons are taught with lots of positive feedback and encouragement. 6) Program Descriptions a) ADULT SPORTS The programs at Lewis Tennis School provide a positive learning environment for players of all ages. Players learn techniques to become accomplished players, as well as life skills that help them to excel and enjoy tennis and other areas in their life. Thousands of players have participated in these programs over the years as they learn and progress in this great lifetime sport. Rolland Moore Pro Shop Visit our fully stocked pro shop located at the Rolland Moore Racquet Center. Racquets, shoes, accessories, and 24-hour stringing available. Registration For full program information, court availability and to register for programs, visit Lewistennis.com or call 970.493.7000. Discounts available for additional family members. Programs Programs are offered at Rolland Moore Racquet Complex and Fossil Creek Park. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 20 of 29 Session Dates for All Classes 8/20-9/15 Session 1 9/17–10/13 Session 2 10/15–11/10 Session 3 11/12–12/8 Session 4 Beginner Lessons Whether you have never played or are getting back into the game after a long hiatus, learn and develop your fundamentals so you can really enjoy the game. Learn the correct way to hit forehands, backhands, volleys, overheads, and serves, as well as the basic rules and strategies as you start competition. Age: 18 years & up M, W 6:00-7:30PM Intermediate Lessons Learn the "Modern Game" of tennis and refine your skills by experiencing techniques that are used by the pros. Develop your topspin, forehand, backhand and serves, as well as learn doubles and singles strategies that win! Age: 18 years & up Tu, Th 6:00-7:30 PM League Coaching Get your team ready for the USA Tennis Leagues. Professional coaching improves your team's strategy, technique and mental toughness to enable you to compete at your best. A variety of coaching programs available. Premier Clinics Designed for the beginning through advanced player who wants more personal attention in their group instruction. Great for friends who want to learn together. Clinic times are flexible. Low student to pro ratio. Age: 18 years & up Private Lessons & Ball Machine Private Lessons are available with our USPTA certified professionals and our college coaching staff. Times are flexible; just let us know when you’re available. Rent our ball machines to work on that pesky backhand. Thursday Round Robins Join us every Thursday from 6:00-7:30PM for round robin. Meet new players as you compete in a fun format. All levels welcome. Call 970.493.7000 b) YOUTH SPORTS Rolland Moore Pro Shop Visit our fully stocked pro shop located at the Rolland Moore Racquet Center. Racquets, shoes, accessories, and 24-hour stringing available. Fall hours are Noon-6:00PM Monday thru Friday and 10:00AM-4:00PM Saturday Registration DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 21 of 29 For full program information, court availability and to register for programs, visit Lewistennis.com or call 970.493.7000. Discounts available for additional family members. Programs Programs are offered at Rolland Moore Racquet Complex and Fossil Creek Park Session Dates for All Classes 8/20-9/15 Session 1 9/17–10/13 Session 2 10/15–11/10 Session 3 11/12–12/8 Session 4 10 Years & Under Exciting play format for those learning tennis. Designed to bring kids into the game by utilizing specialized equipment, shorter court dimensions and modified scoring, all tailored to age and size. Little Lobber Age: 4–6 years Sa 10:00 – 10:45 AM Sa 10:00 – 10:45 AM Sa 10:00 – 10:45 AM Future Star Age: 7–8 years M, W 4:30 – 6:00 PM Sa 11:00 AM-12:30 PM Aces Age: 9–10 years M, W 4:30 – 6:00 PM Sa 11:00 AM-12:30 PM Middle School Just starting the game or a seasoned competitor? Middle School players develop their games to effectively compete on middle and high school teams or just enjoy the benefits of this great lifetime sport. Challenger (new player) Age: 11–13 years Tu, Th 4:00 – 6:00 PM Sa 1:00 – 3:00 PM Competitive (Int/Adv) Age: 11–13 years Tu, Th 4:00 – 6:00 PM Sa 1:00 – 3:00 PM High School Get ready to have some fun and develop your tennis game! Whether your goal is to DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 22 of 29 play on your high school team or learn the best game to enjoy with your friends, this is the class for you. Wimbledon (new player) Age: 14–18 years Tu, Th 4:00 – 6:00 PM Sa 1:00 – 3:00 PM Grand Slam (Int/Adv) Age: 14–18 years Tu, Th 4:00 – 6:00 PM Sa 1:00 – 3:00 PM Performance Training This program is for the devoted junior player who has already developed a solid foundation of the game and has shown a high level of commitment. Players typically have goals of state and sectional rankings, high school varsity play, and college scholarships. Players must be accepted by Pro. Please call 970-493-7000 for additional information. Age 12-18yrs M, Tu, W, Th 4:00-6:00PM Su 3:00-5:00PM Homeschool Classes These tennis classes are held at flexible times during the day. Give us a call to arrange a homeschool class for your children. After-School Enrichment These tennis classes are held after school in the gymnasiums of local elementary schools. Check with your school for details. Fall Junior Tournaments USTA sanctioned junior tournaments are offered for novice, intermediate and advanced players. Challenger 10/6 Lewis Tennis October Fest Championship D. OTHER 1) Management Management would be shared between Larry Lewis and Annie Bachman. Larry Lewis would have primary responsibility. 2) Communication Communication with Project Manager would be weekly via phone and email. Other parties communication would be on an as needed basis. 3) Subcontractors Majority of workers are paid as employees with an occasional subcontractor for lessons. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 23 of 29 E. PRICING SCHEDULE DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 24 of 29 EXHIBIT B SCOPE OF PRO SHOP SERVICES I. Pro Shop. A. The Contractor shall operate a pro shop which shall stock a variety of tennis equipment (for sale and rent), supplies and related merchandise in sufficient quantity to meet the demands of customers. B. The Contractor shall provide all merchandise and display fixtures, stock, supplies and inventory for the shop. II. Merchandise Quality, Price Control. Contractor acknowledges the desire and obligation of City to provide the public high quality merchandise and a high level of public service. Therefore, Contractor agrees to offer for sale from the pro shop only high quality merchandise at prices not to exceed the prices customarily charged for similar merchandise in high quality Fort Collins area operations. If, in the opinion of the City, the selection of items offered is inadequate, if the merchandise is not of high quality, if any of the prices, charges and rates are excessive, or if any of the items are found to be objectionable for display and/or sale in a public facility, a representative of the City shall meet and confer with Contractor regarding such matters, but Contractor acknowledges that the City's determination as to same shall be conclusive. Failure of Contractor to correct, rectify or modify its prices or quality within five (5) days of being advised in writing to do so shall be cause for default. Contractor shall not offer for sale gift certificates, vouchers, punch cards, or other similar services, except to the extent the same are restricted and limited in duration to one year or less. III. Use of the Pro Shop. The Contractor shall use any and all parts of the pro shop for the purpose of operating the concessions and for other incidental purposes only. The pro shop shall not be used for any other purpose without the prior written consent of City. IV. Maintenance and Repairs. A. The City shall be responsible to maintain and repair the interior and exterior of the pro shop. The City shall not in any way be liable to the Contractor for failure to make repairs unless the Contractor has previously notified the City in writing of a need for such repairs, and the City has failed to commence and complete said repairs within a reasonable period of time following receipt of the notification. B. The Contractor shall be liable for and shall reimburse the City for the cost of any repairs or damage caused by any act or negligence of the Contractor or its agents or employees. C. The Contractor shall secure the retail pro shop area and shall provide janitorial services to that area, keeping it clean and in good sanitary condition as required by the ordinances, regulations and statutes of the City of Fort Collins, County of Larimer and State of Colorado and this Agreement. D. The Contractor shall neither hold nor attempt to hold the City liable for any injury or damage, either proximate or remote, occasioned through or caused by defective electrical wiring or the breaking or stoppage of plumbing or sewage in or upon the clubhouse, whether said breakage or stoppage results from freezing or otherwise. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 25 of 29 E. The Contractor shall not permit nor suffer the pro shop or the walls thereof to be endangered by overloading nor permit it to be used for any purpose which would render the insurance thereon void or insurance risks more hazardous without prior written consent of the City, which consent may be conditioned upon the Contractor obtaining additional specific insurance coverage for such more hazardous risks. V. Alterations and Improvements. A. All alterations, additions, improvements or changes to the pro shop by the Contractor subsequent to the commencement of the term shall be subject to the prior written approval of the City. B. The City reserves the right, from time to time (without invalidating or modifying this Agreement), to make alterations, changes and additions to the land and improvements of which the pro shop forms a part. C. The Contractor hereby indemnifies and agrees to hold the City harmless from all liens, claims or charges on account of any alterations, additions, improvements or changes to the pro shop by Contractor. D. At the end of the term of this Agreement, all fixtures, equipment, additions and alterations, except trade fixtures installed by the Contractor, shall be and remain the property of the City. Provided, however, the City shall have the option to require the Contractor to remove any or all such fixtures, equipment, additions and alterations and restore the pro shop to the condition that existed immediately prior to such change and installation, normal wear and tear excepted, all at the Contractor's cost and expense. All such work shall be done in a good and workmanlike manner and shall consist of new materials unless otherwise agreed to by the City. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 26 of 29 EXHIBIT C DISCRIMINATION PROHIBITED (A) Contractor agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375, 11478 and 12086. Contractor shall not, on the grounds of race, color, sex, religion, national origin, creed, marital status, or age: (1) Deny a qualified individual any facilities, financial aid, services or other benefits provided under this Agreement; (2) Provide any facilities, services, financial aid, or other benefits which are different, or are provided in a different manner, from those provided to others under this Agreement; (3) Subject an individual to segregated or separate treatment in any facility in, or in any matter if process related to receipt of any service or benefit under this Agreement; (4) Restrict an individual in any way in access to, or in the enjoyment of any advantage or privilege enjoyed by others in connection with any service or benefit under this Agreement; (5) Treat anyone differently from others in determining if they satisfy any admission, enrollment, eligibility, membership or other requirement or condition which the individual must meet to be provided a service or benefit under this Agreement; (6) Deny anyone an opportunity to participate in any program or activity as an employee that is different from that afforded others under this Agreement. Contractor shall: (1) Utilize the City’s third-party translation service provider as required to provide meaningful language access to persons with limited English proficiency; and (2) Post written notices of non-discrimination in its facilities and make available to its clients a Title VI complaint form, in a form reasonably acceptable to the City. (B) Contractor shall abide by all applicable provisions of Section 504 of the HEW Rehabilitation Act of 1973 as amended (implemented in 24 CFR part 8) prohibiting discrimination against handicapped individuals, and the Age Discrimination Act of 1975 (implemented in 24 CFR part 146) prohibiting discrimination on the basis of age, either through purpose or intent. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 27 of 29 EXHIBIT D CITY-OWNED INVENTORY Provided: Desk and other city owned furniture Mounted Wall inventory rack DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 28 of 29 EXHIBIT E CONTRACTOR-PROVIDED PERSONAL PROPERTY 2 ball machines 5 rolling ball baskets 10 ball hoppers 2 stringing machines 1 computer 1 printer DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B Concession Agreement RFP 8750 Tennis Concessionaire Page 29 of 29 EXHIBIT F INSURANCE REQUIREMENTS 1. The Contractor will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Contractor shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability insurance policy for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance coverage, Commercial General, shall not be less than:  $1,000,000 combined single limits for bodily injury and property damage  $2,000,000 for General Aggregate  $1,000,000 for Products Liability DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC PRO- POLICY GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC PRO- POLICY GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) A Pinnacol Assurance 41190 Pinnacol Assurance 7501 E. Lowry Blvd. Denver, CO 80230-7006 Lewis Tennis LLC 2201 S Shields St - Laporte, CO 80535 09/24/2018 4029155 05/01/2018 05/01/2019 100,000 100,000 500,000 X 1931116 City of Fort Collins Purchasing Department 215 N Mason St PO Box 580 Fort Collins, CO 80522 jgroves@fcgov.com Pinnacol Assurance Unless otherwise stated in the policy provisions, coverage in Colorado only. DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT (CONT) CERTIFICATE HOLDER COPY City of Fort Collins Purchasing Department 215 N Mason St PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) 5/21/2018 Ewing-Leavitt Insurance Agency, Inc. 4090 Clydesdale Parkway Suite 101 Loveland CO 80538 CL Central (970)679-7333 (866)456-4265 Lewis Tennis LLC P O Box 1207 Laporte CO 80535 Auto Owners 18988 MASTER 18.19 A X X X X 74687368 7/15/2018 7/15/2019 1,000,000 50,000 5,000 1,000,000 2,000,000 2,000,000 Prop Damage Agg 2,000,000 Certificate holder is hereby named as additional insured per written contract. Jacqui zcBrown/JABROW Poudre School District Kristin Bennett 2407 Laporte Ave Ft Collins, CO 80521-2297 DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) 5/21/2018 Ewing-Leavitt Insurance Agency, Inc. 4090 Clydesdale Parkway Suite 101 Loveland CO 80538 CL Central (970)679-7333 (866)456-4265 Lewis Tennis LLC P O Box 1207 Laporte CO 80535 Auto Owners 18988 MASTER 18.19 A X X X X 74687368 7/15/2018 7/15/2019 1,000,000 50,000 5,000 1,000,000 2,000,000 2,000,000 Prop Damage Agg 2,000,000 City of Fort Collins is named as an Additional Insured as per written contract. Jacqui zcBrown/JABROW City of Fort Collins PO Box 580 Fort Collins, CO 80522 (970)221-6782 DocuSign Envelope ID: C88E75AC-82E6-415D-8896-B4C2FD5F830B