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HomeMy WebLinkAbout4483 RESOLUTION NO. 4,483 A RESOLUTION AUTHORIZING AND RECOMMENDING AN AUDITORIUM CONCESSION AGREEMENT BY AND BETWEEN THE CITY OF LITTLE ROCK AUDITORIUM COMMISSION AND CAMELOT INNS OF AMERICA CORPORATION , IN SUBSTAN- TIALLY THE FORM AND WITH SUBSTANTIALLY THE CONTENTS SET FORTH IN AND MADE A PART OF THIS RESOLUTION; AUTHORIZING AND RECOMMENDING THE EXECUTION AND DELIVERY OF THE AUDITORIUM CONCESSION AGREEMENT; AND PRESCRIBING OTHER MATTERS RELATING THERETO. BE IT RESOLVED by the Board of Directors of the City of Little Rock, Arkansas: - Section-1 . That the Board of Directors authorizes- and recommends to the City of Little Rock Auditorium Commission ("Commission") the execution and delivery of an Auditorium Concession Agreement between the Commission and Camelot Inns of America Corporation ("Camelot") , in substantially the form and with substantially the contents hereafter set forth. The form and contents of the Auditorium Concession Agreement, which are hereby approved and which are made a part hereof, shall be substantially as follows: AUDITORIUM CONCESSION AGREEMENT THIS AGREEMENT is made and entered into this 17th day of February , 1971, by and between the CITY OF LITTLE ROCS; AUDITORIUM COMMISSION (the "Commission" herein) and the CAMELOT INN - LITTLE ROCK, INC. ("Camelot" herein) . R E C I T A L S : A. The City of Little Rock, Arkansas, proposes to accomplish the construction of a convention center complex con- sisting of the present Robinson Auditorium (the "Auditorium" herein) with certain improvements thereto, and off-street park- ing facility and a convention hotel; B. In order to improve the quality of food and service at the Auditorium, the Commission desires to grant certain concessions herein more specifically defined and to establish standards for food and services as are also more specifically defined herein, and Camelot desires to obtain such concessions . In consideration of the above recitals and the mutual covenants herein contained, the parties agree as follows : 1. Grant of Exclusive Right: Commission hereby grants to Camelot the exclusive right throughout the term hereof to provide all concessions within the confines of the Auditorium, provided, however, Camelot shall allow charitable, non-profit organizations , jointly approved in advance by Camelot and the Executive Director of the Advertising and Promotion Commission Page 1 of the City of Little Rock, to provide food service prepared by members of the organization for non-profit functions, held by said organizations in the Auditorium. For purposes of this Agreement , the term "Concessions" shall be deemed to include all vending machines , beverage services, banquet service and all other food or food services which occur in the Auditorium. 2. Camelot Services : In consideration of the grant of the Concessions, Camelot agrees : (a) To procure and provide adequate vending machines for the premises and to keep the same in good operating condition and adequately stocked; (b) To meet all reasonable requests and needs to provide and serve food and/or beverages for all conventions , group meetings , private parties or assemblies which cannot be conveniently served in the Camelot Inn Hotel banquet or other facilities; (c) To prepare all food for use in the Auditorium in kitchens which are located off the premises of the Auditorium and to truck or cart the food to the Auditorium in hot or cold storage carts or other suit- able and sanitary containers; (d) To provide food and service of good quality conforming to the applicable sanitary and health requirements. 3. Concession Fee : As consideration for the Con- cessions herein granted, Camelot shall pay to the Page 2 Commission throughout the term hereof an annual Concession Fee based upon the following percentages of Camelot 's gross receipts from vending, food and beverage sales within the confines of the Auditorium as follows : (a) On the first $250,000.00 of such receipts annually 5%; (b) On the next $250,000.00 of such receipts annually 10%; (c) On all such receipts in excess of $500,000.00 annually 5%; Provided, however, that in all events Camelot shall pay to the Commission a Concession Fee of not less than $15,000.00 per year, which minimum fee shall be applied against the percentage fees above set forth, but only for the year for which such fees are calculated. Gross receipts shall include all receipts from operation of the Concessions and from food and beverage sales exclusive of sales or use taxes and less any returns or allow- ances. 4. Payment and Accounting: For the first six (6) months of each calendar year throughout the term hereof, Camelot shall pay to the Commission an amount each month equal to one-twelfth (1/12th) of the annual minimum fee above specified. Payment of any percentage fees in excess of the minimum shall be made within thirty (30) days after the end of such six-month period. For the second six months of each calendar year during the term hereof, Camelot shall pay to the Commission each month an Page 3 amount equal to one-sixth (1/6th) of the difference, if any, between the fees paid for the first six months of said year and the annual minimum fey above prescribed. Within thirty (30) days after the end rf each six month period during the term hereof, Camelot shall furnish to the Commission an account- ing for such period and for the year to date of its gross receipts and pay to the commission the balance of any fees due to the Commission pursu^nt to paragraph 3 hereof . The Commis- sion shall have access, at reasonable times during business hours upon request , to the pertinent books and records of Camelot in order to review and/or audit the accounting records of Camelot upon which the fee calculations herein are based. 5. Service FaClities : The Commission agrees to pro- vide to Camelot convenient and adequate space, to be approved by Camelot , to be used as a serving pantry or pantries . Such space will be provided with roughed-in utilities and interior surfaces which will conform to local building codes and sani- tary regulations . Camelot will be permitted to install such serving equipment in such space as may be necessary to meet the requirements of service to the Auditorium and its patrons. Such equipment may o : may not be attached to the building. In the event this Lease is terminated for any reason Camelot shall be entitled to remove all of its equipment and supplies from the premises so long as Camelot shall restore the portion of the premises to u'aich any such equipment may be attached to its former condition, ordinary wear and tear alone excepted. Page 4 6. Use of Premises : Camelot shall use the serving pantries or areas and the Concession areas for the purpose of providing Concessions to the patrons of the Auditorium and for no other purpose without the expressed consent of the Commission. 7 . Use of Auditorium Equipment : Camelot shall have the use of all tables , chairs, rooms, stages and other equipment which are owned by or in the possession of the Commission or the Auditorium incidental to the success of group functions. The Commission will, from time to time provide a sufficient number of tables , chairs, portable stages and related furniture and equipment , all of good quality and adequately maintained, to serve the needs of patrons of the Auditorium. In connec- tion with the Concession to be operated by Camelot , Camelot will set up, dismantle and properly clean and store within the confines of the Auditorium all of the aforementioned equipment before and after each use by Cemalot in connection with its food services . Camelot will also sweep and mop all areas where food has been served after each food service function. Camelot will exercise reasonable care and control of the equip- ment described in this pararyYaph, but will not be responsible for normal wear and tear thereof nor for the negligent and intentional acts of any one other than its own servants, agents or employees . 8 . Furnishing of Supplies : Except as above set forth, Camelot will furnish all equipment and supplies, including, but 4 not limited to, dishes , silver and linens which are necessary Page 5 for the service of food and beverage to the patrons of the Auditorium. Camelot shall be responsible for all trash re- moval relating to the operation of the Concessions . 9. Services Furnished by Auditorium: The Auditorium will provide and furnish necessary maintenance, through its own staff, or otherwise as needed, for all structural, mechanical, electrical and utility functions of the Auditorium at no charge to Camelot and shall maintain the premises in good and clean working order and condition except with respect to areas of maintenance and cleaning herein undertaken by Camelot . 10 . Costs of Operation; Indemnification: Camelot shall be responsible for and shall pay all costs of operation of the Concession except as specifically set forth elsewhere in this Agreement , including, but not limited to , the costs of leasing or purchasing vending machines and the costs of its own personnel and equipment. All food, beverage and supplies required to be furnished by Camelot hereunder shall be purchased by Camelot in its own name and at its own expense, and all supervisory, clerical and operating personnel necessary to perform Camelot ' s functions hereunder shall also be employed by Camelot in its own name and at its own expense . Camelot agrees to hold the Commission harmless of and from any and all costs, expense or damage (including reasonable attorney' s fees) in connection with any claim by any party arising out of the operation of the Concessions by Camelot , including any alleged tort or contract liability. Page 6 11 . Insurance : Throughout the term hereof, Camelot shall provide and maintain through valid and enforceable policies issued by insurers of recognized responsibility, licensed to do business in Arkansas, and reasonably satisfactory to the Commission, the following types of insurance : (a) Workmen' s Compensation Insurance as prescribed by law ; (b) Comprehensive general public liability insurance with limits of at least $500 ,000.00/$2,500,000.00 for bodily injury and $100,000.00 for property damage . Upon request of the Commission, Camelot shall periodically pro- vide to the Commission Certificates with respect to such insurance. The Commission and Camelot shall each maintain their own insur- ance with respect to real and personal property owned by each and used on the Auditorium premises . 12. Compliance with Laws , etc . : Camelot shall comply with all valid laws, orders and regulations of State and Municipal authorities applicable to the Concessions herein granted and/or to its personnel engaged in food or beverage service. 13. Term and Termination: The Concessions herein granted are granted for an initial term of ten (10) years , commencing on the date that the Camelot Inn Hotel kitchen facilities are substantially complete and ready for operation. Camelot shall have four (4) successive options to renew this Agreement for four (4) additional five-year terms , which Page 7 options shall be exercisable by notice, in writing, to the Commission, or its successor, mailed not less than six (6) months prior to the expiration of the then existing term of this Agreement . If any one or more of the options herein con- ferred is exercised, the fees payable hereunder (including the percentage and minimum fees) and all other terms and conditions hereof shall apply with respect to the period as to which the option is exercised. This Agreement may be terminated only for one or more of the following causes : (a) By either party if there shall be a default by the other party in the performance of any material covenant or agreement herein contained and if such default is not cured within thirty (30) days after written notice by the other party of such default ; or if such default shall be of such nature that it cannot reasonably be cured within such thirty (30) day period, if the party to whom such notice has been sent shall not have promptly commenced within such 30-day period , or shall not thereafter proceed with reasonable diligence and in good faith to remedy such default ; (b) By the Commission if Camelot is adjudicated a bankrupt under the Bankruptcy Act, or a trustee or receiver has been appointed with respect to the Hotel or the operations herein contemplated and any such adjudica- tion or appointment remains undischarged for a period of more than six (6) months , or the operations of the Camelot Inn Hotel or of the Concessions herein granted has been discontinued. Page 8 14. Assignment : Except for an assignment of this Agreement to an affiliated or subsidiary corporation of Camelot , Camelot shall not assign this Agreement in whole or in part without the express written consent of the Commission in each instance; provided, however, that such written consent shall not be unreasonably withheld and shall be granted in any case in which another person, form or corporation shall become the owner of the Camelot Inn Hotel in accordance with the provisions of the "Lease and Agreement" relating to air rights executed between the City and Camelot Inn-Little Rock, Inc . , contemporan- eously herewith and provided further that nothing herein shall prevent Camelot from subcontracting portions of its functions hereunder for limited periods of time so long as Camelot retains responsiblity for the performance of all of its obligations here- under. 15. Conditions to Effectiveness : The effectiveness of this Agreement shall, at Camelot ' s option, be conditioned upon the following: (a) Receipt of a final and binding commitment letter from the "Lenders" as contemplated in a Letter Agreement dated September 5, 1970, relating to the Camelot Inn Hotel, between Kin-Ark Corporation and certain banks, savings and loan associations, and insurance companies ; (b) Completion of plans and specifications and completion of financial arrangements satisfactory to Page 9 Camelot with respect to the repair and renovation of the Auditorium ; (c) Completion of the plans and specifications satisfactory to Camelot and the City of Little Rock with respect to the convention hotel and the execution and delivery of a lease binding in all respects on the City of Little Rock and any other governmental agency whose consent is required for air rights and related rights and easements for the construction of the hotel. (d) The execution and delivery of a "Parking Lease Agreement" between the City of Little Rock and Camelot Inn-Little Rock, Inc . relating to an off-street park- ing facility on terms and conditions satisfactory to Camelot and the City. 16. Notice : Any notice required or permitted to be given under this Agreement must be in writing and must be sent by registered or certified mail to the last address of the party to whom notice is to be given, as designated by such party in writing. The Commission hereby designates its address as : City of Little Rock Auditorium Commission Markham and Broad-lay Streets Little Rock, Arkansas 72201 and Camelot hereby designates its address as : Camelot I-ns of Pmerica Corporation Post Office Box 1499 Tulsa, Oklahoma 74101 . Either party may change its address by written notice to the other party and may designate, by written notice, not more Page 10 . than two additional persons to whom copies of any notice required or permitted hereunder shall be sent. Any notice or other commu- nication shall be deemed to have been given at the time it is deposited and registered or certified in any United States Post Office or branch post office. Any notice given pursuant to this Agreement which asserts that a breach or default hereunder has occurred shall specify the acts or grounds which are the basis therefor, and the period of time within which the asserted breach or default, in the opinion of the sender, may be cured. 17 . Abatement of Rent . If the Auditorium is destroyed by fire or other casualty, or if such a portion of it is rendered unusable by reason of fire or other casualty as to make the balance of it unsuitable for the purposes of this Concession Agreement, then the concession fee, including the minimum fee, shall be wholly abated. 18. Lease Binding on Successors and Assigns : This Auditorium Concession Agreement shall be binding upon and inure to the bene- fit of the parties hereto, their successors and assigns . 19 . Applicable Law. This Agreement shall be interpreted according to the laws of the State of Arkansas . IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 17th day of February , 1971. CITY OF LITTLE ROCK AUDITORIUM A 4ST: COMMISSION L�l� l ��z. �) By ;+ .-t 1 jC i-i�� Secretary Chairman c� Y ATTEST: CAMELOT INN - LITTLE OCK, INC. 1 ,:e.,/ ( By 4 // ( --dc'4--1 � Secretary President Page 11 Page 2 Section 2 . That the members of the Commission are hereby authorized (and the Board of Directors recommends the action) to do all things , execute all instruments and otherwise take all action necessary to the realization of the rights and to the discharge of the obligations of the Commission under the Auditorium Concession Agreement. Section 3 . This Resolution shall be in full force and effect from and after its adoption. PASSED: January 4 , 1971 . APPROVED: ATTEST: By / ate.,o6 .i . / Mayor City Clere