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Soccer Complex Concessions Agreement SALINA SOCCER COMPLEX CONCESSIONS AGREEMENT This Agreement is entered into this Idh day of September 2007, by and between the CITY OF SALINA, KANSAS (the "City") and SALINA SOCCER CLUB, INC. (SSC). Recitals A. The City owns and operates a soccer complex located at 2100 E Magnolia (the "Complex") which includes a structure designed for the sale of concessions to the general public attending events at the Complex (the "Concession Stand"). B. The City wishes to provide for the general public attending soccer games at the Complex, merchandise and services for the better accommodation, convenience and welfare of the general public. C. SSC has offered to operate the concession operation for all games played at the Complex. D.' The City believes that contracting with SSC for the concession operation at the Complex is in the best interest of the City, the sponsors of soccer programs which play at the Complex, and the general public attending soccer games at the Complex. IN CONSIDERATION of the mutual covenants and promises outlined herein, the parties agree as follows: 1. Riqht to OCCUpy and Operate. The City grants to SSC the right to occupy the Concession Stand for the purpose of selling concessions from the Concession Stand and within the confines of the Complex. SSC accepts that right from the City and agrees that they shall sell concessions at all soccer games scheduled by the City for play at the Complex. 2. Compensation. SSC shall pay to the City for the right to sell concessions at the Complex the sum of $750 per year, payable in equal installments of $375 each on June 1 and November 1 of each year during which this Agreement remains in effect. 3. Food and Beveraqe. SSC agrees to sell a complete line of food and beverage items normally associated with a soccer complex concession operation. The type and price of any food, drink, or merchandise to be sold at the Complex by SSC shall be conspicuously posted at the Concession Stand and shall be subject to prior approval by the City. 4. Equipment Lease. The Concession Stand is currently equipped with the following equipment owned by the City (the "City Equipment"): a. Ice machine b. hot dog machine c. nacho machine/server d. popcorn machine e. microwave f. commercial refrigerator The SSC agrees to lease the City Equipment from the City for rent of $250 per year, payable in equal installments of $125 each on June 1st and November 1st each year during which this Agreement remains in effect. The City and the acknowledge that as of the commencement of this Agreement, the City Equipment is in good working order. 5. Equipment, Supplies, and Inventory. The Salina Soccer Club shall be responsible for the cost and all aspects of properly equipping, supplying, and stocking the Concession Stand. The Salina Soccer Complex shall maintain its equipment in good working order (including the City Equipment) and shall not damage City property in either the installation or removal of any equipment. Any equipment, supplies, and inventory purchased by the Salina Soccer Club for use in the concession operation shall remain the property of the Salina Soccer Club. The Salina Soccer Club and not the City shall be responsible for any risk of property loss or damage to equipment or other personal property owned or leased by the Salina Soccer Club for use in the concession operation, including the city Equipment (except for reasonable wear and tear). The Salina Soccer Club may obtain insurance coverage for loss or damage to its equipment, the City Equipment, and/or other personal property at their discretion and expense. 6. Storaqe of Inventory and Supplies. SSC agrees that all equipment, supplies (including ice), and inventory necessary for the concession operation shall be properly stored inside the Concession Stand. 7. Loss of Inventory or Money. The City shall not be responsible for any loss of inventory or money suffered by SSC in the course of conducting the concession business. 8. Lawful Operation. SSC shall conduct the concession operation in compliance with all state and local laws and permit or license requirements. SSC shall be solely responsible for obtaining any permits or licenses required to lawfully conduct the concession operation. 9. Sanitation. SSC shall keep all fixtures, equipment, and personal property, whether owned by the City or SSC, and the entire Concession Stand in a clean, sanitary, and orderly condition at all times and conduct the concession operation strictly in accordance with the requirements of the Salina-Saline County Health Department. All janitorial services necessary in the Concession Stand shall be the responsibility of SSC. The City shall dispose of trash collected by SSC from the Concession Stand and deposited in sealed containers in locations designated by the City. 10. Time of Operation and Related Duties. SSC shall operate the Concession Stand from 1/2 hour prior to the scheduled start time of the first game until conclusion of the last game. 11. Staffinq. SSC shall staff the Concession Stand with trained personnel in sufficient number to adequately handle the concession needs of those in attendance at any given game. SSC employees or volunteers staffing the operation shall not for any purposes be regarded as the agents or employees of the City. 12. Access. The parties acknowledge that access to certain equipment that is a part of the mechanical system for the entire Complex can only be obtained through the Concession Stand. SSC also agrees that the City's employees or authorized representatives shall have reasonable access to the Complex mechanical systems at all times. 13. Utilities. Due to the integrated nature of the utility service at the Complex, SSC will not be separately charged for any utilities consumed in the concession operation. With the approval of the City and at SSC expense, SSC may obtain additional or modified utility service. Any additions or modification to the utility service shall be regarded as a permanent installation and shall remain in place upon the termination of this Agreement. 14. Sales Tax. SSC shall be solely responsible for the collection and payment of state and local sales taxes to be paid on merchandise sold in the concession operation. 15. Indemnification. SSC agrees to indemnify and hold the City harmless for any claim, damages, loss, judgment, penalty, expense, or cost (including attorney's fees and any other cost of defense) arising out of their concession operation under this Agreement. 16. Public Liability Insurance. SSC agrees to carry public liability insurance coverage in an amount no less than the maximum exposure to the City under the Kansas Tort Claims Act, as it is now in effect or as it may be amended during the term of this Agreement (currently $500,000). SSC shall provide the City with written proof of current coverage from the insurance company. The policy shall contain a provision requiring that the City be given at least (10) days written notice by the insurance company before the policy is substantially changed or canceled. 17. Worker's Compensation Insurance. SSC agrees to carry worker's compensation coverage for their personnel working in the concession operation at the Complex. SSC shall provide the City with written proof of current coverage from the insurance company. The policy shall contain a provision requiring that the City be given at least (10) days written notice by the insurance company before the policy is substantially changed or canceled. 18. Default. In the event either party fails to perform any of the promises and covenants under this Agreement, the non-defaulting party shall give written notice of the default to the other party specifying the nature of the default. If such default remains uncured for ten (10) days after delivery of the notice specifying the nature of the default, this Agreement shall terminate at the sole option of the non-defaulting party. In the event of termination based upon default of SSC, SSC shall immediately discontinue operations and shall be required to immediately remove all of their equipment, inventory, and supplies from the Concession Stand. 19. Term. Subject to the default provisions above, this Agreement shall be for a primary term commencing September 10, 2007 and ending December 31,2007, and shall self-renew annually on a calendar year basis unless either party gives written notice of termination no later than January 1 to be effective the following February 1 of any year following the primary term. Upon termination of this Agreement, SSC agrees that they will remove all equipment, supplies, and inventory from the Concession Stand between the January 1 notice date and the February 1 termination date. 20. Relationship of the Parties. The relationship between the parties shall be strictly that the City as owner of the Complex and SSC as a contractor for concession services. Under no circumstances shall SSC be regarded as an agent of the City, specifically with regard to the incurring of any expense or obligation in conjunction with performance of SSC responsibilities under this Agreement. 21. Assiqnment. The City's willingness to enter this Agreement and the public interest served thereby is unique to SSC; therefore, this Agreement is non-assignable by SSC. 22. Contract Administration. The City Manager or his designee shall be responsible for all aspects of the administration and interpretation of this Agreement on behalf of the City. 23. Written Notices. All written notices, as provided herein, shall be delivered by certified mail, return receipt requested, mailed as follows: City: City of Salina Office of the City Clerk City-County Building 300 WAsh Salina, KS 67401 Salina Soccer Club, Inc.: David Ouderkirk 1612 Courtney Drive Salina, KS 67401 24. Bindinq Effect. This agreement shall be binding upon the parties and their members and successors. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. CITY OF SALINA, KANSAS By: A an E. JilKa, May ATTEST: ~ Lieu Ann Elsey, City Salina Soccer Club, Inc. David Ouderkirk 1612 Courtney Drive Salina, KS 67401