SAMPLE FOOD/BEVERAGE OPERATIONS CONTRACT AGREEMENT

THIS CONTRACT AGREEMENT made in triplicate as of the ______________ day of

________, 2011, between the Toledo-Lucas County Convention Center and Visitors
Bureau, Inc., (the CVB) and ________________________________________________
(Contractor).
WHEREAS, the CVB desires to contract for food/beverage operations services for the
Seagate Convention Centre and Huntington Center Facilities (the Facilities), in Toledo,
Ohio and _______________________________________________.
WHEREAS, Contractor is desirous of providing such food/beverage services in
accordance with the terms and conditions contained herein;

NOW THEREFORE, in consideration of the mutual covenants and contracts hereinafter

contained, the parties hereto agree as follows:

SECTION I DEFINITIONS; BONDS; TERM; TERMINATION; AGREEMENTS

1.1.

Definitions and Request for Proposal

The definitions in the accompanying Request for Proposal, the Request for
Proposal itself, and all accompanying Contractor proposal responses shall be
incorporated herein by reference.

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Proposal
The Proposal submitted by Contractor to obtain the award of this Food/Beverage
Services Contract Agreement and all obligations of Contractor as the successful
Proposer, as well as all conditions of the award of Contract Agreement, are hereby
recognized and affirmed by Contractor and are made part of this Contract
Agreement as if written herein in extensor. A copy of said Proposal documents
with Contractors Proposal are annexed hereto and made a part hereof.

Bonds
3.1

The Contractor shall deliver to the CVB, at the CVBs address referenced
herein hereof, within seven (7) days after the Contractors execution of
this Contract, as a performance guarantee, FIVE HUNDRED
THOUSAND DOLLARS ($500,000). Said performance guarantee
constitutes additional consideration for the CVBs execution of this
Contract and shall be fully earned by the CVB as of the commencement
date of this Contract and may be commingled with other CVB funds and
invested to generate additional earnings for the CVBs benefit as the CVB
desires. The CVB may (but shall not be required to) use, apply, or retain
all or any part of this performance guarantee for the payment of any
commission, guarantee, additional commission or any sum alleged to be or
actually in default or for the payment of any amount that the CVB may
expend by reason of any alleged or actual default by the Contractor.

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No Guarantees
4.1

Neither party has promised or guaranteed to the other any level of

attendance, sales, revenues, or payments hereunder, except as expressly set
forth herein.

Personal Services Contract Agreement

5.1

Contractor shall take notice that this is a personal services Contract

Agreement granting rights to use facilities and equipment and to provide
services as set out herein. As such no sale of lease rights are hereby
granted to Contractor.

5.2

Neither Toledo Arena Sports, Inc. (TASI) nor the Consultant shall prepare
and issue any request for proposals or enter into an agreement with any
Person to provide concessions and/or catering services at the Arena
without prior consultation, with TASI which consultation shall include, but
not be limited to, TASIs right to review and submit comments to the
Consultant on any such request for proposals or agreements. TASI shall
have the right and reasonable opportunity to interview any Person
proposed by the Consultant as the concession and catering contractor at
the Arena and to provide comments the Consultant based on such
interview.

Singular, Plural, Masculine, and Feminine

6.1

Wherever the singular and masculine is used in the Contract Agreement, it

shall be construed as if the plural or feminine or neuter, as the case may
be, had been used where the nature of the party of parties hereto so

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requires and the rest of any sentence shall be construed as if the

grammatical and terminological changes thereby rendered necessary had
been made.
7

Headings
7.1

All section and paragraph headings are for quick reference and
convenience only and do not alter, amend, explain, or otherwise affect the
terms and conditions appearing in this Contract Agreement.

Term
8.1

This Food/Beverage Services Operations Contract Agreement shall be in

effect for seven (7) years (from July 1, 2012 to June 30, 2019).

8.2

For purposes of planning, Contractor shall be available to begin work on

the project immediately upon written notification of selection and to be
substantially complete and ready for operation by June 1, 2012.

Right of Termination For Cause

9.1

Should Contractor at any time violate any conditions of this Contract

Agreement or fail to comply with any of its obligations and should such
violation or failure persist for ten (10) days after written notice thereof is
given by the CVB (unless, with respect to those violations or failures
which cannot be reasonably corrected or remedied within such ten (10)
day period, Contractor must commence to correct or remedy same within
such ten (10) day period and thereafter proceed with all due diligence to
correct or remedy same); or should Contractor fail to pay to the CVB
charges imposed hereunder when due and such failure to pay should

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persist for ten (10) days after written notice thereof or upon the filing by or
against Contractor of a bankruptcy, receivership, respite reorganization, or
arrangement petition (if involuntary, the same not having been dismissed
after 60 days from the date of filing), the amount stipulated herein to be
paid as to the guaranteed minimum of each year remaining of the
unexpired term of this Contract Agreement (or prorate portion of such
yearly minimum amount) shall, whether or not the CVB exercises its right
to terminate this Contract Agreement, at once become due and payable,
and in any such event, the CVB shall have the option to cancel this
Contract Agreement and enter into an Agreement with another party, on
such terms and conditions as are agreed between the CVB and such other
party and for such remuneration as may be obtainable, in the sole
discretion of the CVB. The Contractor shall remain responsible for all
damages or losses suffered by the CVB as a result of any default by the
Contractor hereunder not withstanding the termination of this Contract
Agreement, Contractor hereby assenting thereto and expressly waiving
legal notice to vacate said premises. Failure of the CVB to strictly and
promptly enforce these conditions shall not operate as a waiver of the
CVBs rights, the CVB expressly reserves the right always to enforce
payment of charges due hereunder or to cancel this Contract Agreement,
regardless of any indulgence previously granted. Not withstanding
anything seemingly to the contrary contained in this Contract Agreement,

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the CVB reserves and shall have all rights and remedies provided under
this Contract Agreement, at law or in equity.
9.2

If the Contractor should ever cease operations or abandon the premises

during the term of the Contract Agreement, in addition to any other
remedies under this Contract Agreement or under the law, the CVB may at
its option and without serving the notice otherwise required in this
Section, take immediate possession of the premises and, in its discretion,
terminate this Contract Agreement and enter into a food/beverage service
Contract Agreement with another party.
9.2.1

Default & Breach by Contractor:

The following acts

and omissions shall constitute a default and material breach

of this Contract by the Contractor:
9.2.1.1

The failure to comply with all of the

requirements regarding insurance; or

9.2.1.2

The violation of any law, Charter provision,

ordinance, rule, regulation, governmental
CVBs order or directive; or

9.2.1.3

The abandonment or vacating of the

Facilities; or

9.2.1.4

The repeated failure to perform or the

violation of any single condition or covenant
of this Lease on two or more occasions in
any twelve (12) month period; or

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9.2.1.5

The assignment of the Contractors interest

in this Contract without the prior written
consent of the CVB; of the use of any
sublease without the prior written consent of
the CVB; or the filing of a voluntary of
involuntary petition in bankruptcy; or for
reorganization or an arrangement; or the
adjudication of the Contractor as being
bankrupt or insolvent; or the appointment of
a receiver of or for the Contractor if such
appointment, adjudication, or similar order
or ruling remains in force or unstayed for a
period of thirty (30) days; or

9.2.1.6

The failure to perform or the violation of

any other condition or covenant of this
Contract where such default or deficiency in
performance was not remedied within a
reasonable time.

9.2.2

CVBs Notice of Default & Breach: The CVB shall

provide written notice to the Contractor in the event the
Contractor commits any act or omission specifying the
nature of the act or omission, the reasonable number of
days (but not more than sixty [60] days) after the date of

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the notice within which such failure must be corrected or

the violation must be ceased or remedied to avoid
termination, and the CVBs intention to terminate this
Contract in the event such act or omission has not been
corrected within such stated period. The notice shall also
describe special procedures (if any) provided by law,
Charter, ordinance, rule, or regulation permitting the
Contractor to have a hearing on such failure or violation.
9.2.3

Remedies: In the event the Contractor fails to correct,

remedy, or cease such failure or violation within the time
specified in the notice, the CVB may thereafter terminate
this Contract without any further proceedings, re-enter the
Facilities, lease and license others to use said Facilities
during any portion of the period of use remaining under this
Contract had it not been terminated, and assume license
fees therefore; provided, that notwithstanding such
termination and re-entry, the Contractors liability for
services rendered until the date of actual cessation of
services.

9.2.4

Criteria for Substitute Tenant: The CVBs obligation to

mitigate damages after a default by the Contractor under
this Contract that results in the CVBs regaining possession
of all or part of the Facilities shall be satisfied in full if the

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CVB undertakes to lease the Facilities to another tenant (a

substitute Tenant) in accordance with the following criteria:
9.2.4.1

The CVB shall have no obligation to solicit

or entertain negotiations with any other
prospective tenants for the Facilities until
the CVB obtains full and complete
possession of the Facilities including,
without limitation, the final and
unappealable legal right to re-let the
Facilities free of any claim of the Contractor.

9.2.4.2

The CVB shall not be obligated to offer the

Facilities to any prospective tenant when
other Facilities suitable for that prospective
tenants use are currently available or will be
available within the next three months.

9.2.5

Default by CVB: The CVB shall not be in default of any

obligation to perform under this Contract unless it fails to
perform such obligation within a reasonable time, which
time shall not extend more than thirty (30) days after
written notice by the Contractor to the CVB specifying the
particular obligation that it has failed to perform; provided,
however, that if the nature of the CVBs obligation is such
that more than thirty (30) days are required for

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performance, then the CVB shall not be in default if it

commences performance within such thirty (30) day period
and thereafter diligently prosecutes the same to completion.
9.3

Upon termination, Contractor may be required by the CVB to remove any

and all improvements, fixtures, facilities and structures, constructed or
placed on the premises by the Contractor, title to which has not vested in
the Facilities, whether permanently affixed to the premises or not, and to
restore the premises and leave them in as good condition as at the
commencement of this Contract Agreement, complete with all equipment,
furnishings, and fixtures which are inventoried at the commencement of
this Contract Agreement. The Contractor shall remove all trash, stocks
and material, supplies, tools, etc., belonging to the Contractors agents.
Costs of such removals and restoration shall be borne by the Contractor.
9.3.1

Surrender & Delivery: Upon the expiration or termination

date of this Contract, whichever is earlier, the Contractor
shall surrender the Facilities and promptly deliver to the
CVB all keys the Contractor, and any of its officers, agents,
and employees have to the Facilities or any other part of the
specified Facilities herein.

9.3.2

Removal of Contractors Property: Prior to the expiration

date of this Contract, or in the event this Contract is
terminated, within fifteen (15) days after the termination
date, whichever is earlier, the Contractor shall remove, at

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its sole expense, all trade equipment and personal property

owned or installed by the Contractor in, on, or from the
Facilities, as well as those improvements, alterations, and
additions to the Facilities that are specified in the CVBs
notice. In performing such removal work, the Contractor
shall take due care to not unreasonably injure or damage
the Facilities, and shall make such repairs to the Facilities
as shall be necessary to restore the same to their condition
as of the commencement date of this Contract, ordinary
wear and tear and improvements, additions, and alterations,
approved by the CVB, excepted.
9.3.3

Removal of Contractors Property: In the event the

Contractor fails to remove personal property and the
improvements, alterations, and additions specified in the
CVBs notice on or by the time specified in such notice, the
CVB may, but shall not be required to remove such
material from the Facilities and store the same, all at the
Contractors expense; and in the event the CVB removes or
arranges for the storage of such material, the CVB shall be
reimbursed its costs therefore, including any administrative
costs, which reimbursement shall constitute a claim upon
the Contractor or, at the CVBs option, may be invoiced to
the Contractor or deducted from the Commission due.

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9.3.4

Hold-Over Use & Occupancy of Facilities: In the event the

Contractor, with the CVBs consent, holds over after the
date the Term expires or is terminated, whichever is earlier,
the resulting use and occupancy shall be on a monthly
basis, during which time the Contractor shall be bound by
all of the provisions of this Contract. If, however, the
Contractor holds over, without CVBs consent, after the
expiration or termination date of this Contract, whichever is
earlier, whether by failing to remove its personal property
or any addition, alteration, or improvement specified by the
CVB, or otherwise, the Contractor shall pay to the CVB,
liquidated damages to be determined by the CVB.

9.3.5

No Claim for Removal: In no event shall the Contractor

make any claim or demand upon the CVB nor shall the
CVB be liable for any inconvenience, annoyance,
disturbance, or loss of business or any other damage
suffered by the Contractor arising out of removal
operations.

9.3.6

Inspection Upon Surrender of Facilities: Immediately

following the vacating of the Facilities and the surrender of
the same to the CVB, a representative of the Contractor
shall inspect the Facilities with a representative of the CVB
to determine the condition of the Facilities. The results of

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such an inspection shall be summarized by the CVB in a

Facilities inspection report, a copy of which shall be
provided to the Contractor.
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Removal of Subcontractor
10.1

The CVB reserves the right to remove any subcontractor from the
premises whose background, performance, and/or general methodologies
are deemed by the CVBs Designee not in the best interests of the overall
Facilities interests.

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Operations Contract Agreement Conditions

11.1

Law to Apply
This Contract Agreement is entered into in Toledo, Ohio and shall be
governed, interpreted, and enforced in accordance with the laws of the
State of Ohio. The parties agree that the exclusive venue for any claims or
actions arising under or in relation to this Contract Agreement and the
rights, responsibilities, and duties of the parties hereunder shall be in,
Toledo, Ohio.

11.2

The Contractor shall strictly comply with all local, state, and federal laws,
ordinances and regulations applicable to and governing this operation, and
shall procure all necessary licenses and permits, which are to be displayed
in an appropriate location of the food and beverage service areas at the
Seagate Convention Centre and Huntington Center, as designated by the
CVB.

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11.2.1

General Requirements: The Contractor, at no cost to the

CVB, shall perform and comply with all applicable, current
and future laws of the United States and the State of Ohio;
and rules, regulations, orders, and directives of their
administrative agencies and the officers thereof. The
Contractor shall use its best efforts to ensure that every
person it admits to the Facilities similarly performs and
complies with the same. Whenever the Contractor or its
authorized representative is informed of any violation of
any such law, ordinance, rule, regulation, license, permit, or
authorization committed by it or any person admitted to the
Facilities, the Contractor shall immediately desist from
and/or prevent or correct such violation.

11.2.2

Licenses & Other Authorizations: The Contractor shall

secure and maintain in full force and effect during the term
of this Contract, all required licenses, permits, and similar
legal authorizations, and comply with all requirements
thereof.

11.2.3

Taxes: The Contractor shall notify the Owner before

delinquency, all taxes, levies, and assessments arising from
its activities on or occupancy of the Facilities, including but
not limited to taxes arising out of the activity or business
conducted on the Facilities; taxes levied on its property,

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equipment and improvements on the Facilities; and taxes

on the Contractors interest in this Contract and any
leasehold interest deemed to have been created thereby; and
in the event the State of Ohio makes any demand upon the
CVB for payment of leasehold excise taxes resulting from
the Contractors occupancy of the Facilities or withholds
funds due to the CVB to enforce collections of leasehold
excise taxes and where Contractor has failed to notify CVB
of such requirement, then the Contractor shall be liable for
such taxes demanded together with any interest and
penalties associated therewith or, at no expense to the CVB,
shall not contest such collection action and shall indemnify
the CVB for all sums expended by, or withheld by the State
of Ohio from the CVB in connection with such taxation.
11.2.4

Nondiscrimination, Affirmative Action, and WMBE

Utilization General: The Contractor shall comply with all
applicable equal employment opportunity and
nondiscrimination laws of the United States, the State of
Ohio, and rules, regulations, orders, and directives of the
associated administrative agencies and their officers.
11.2.4.1

Nondiscrimination: Contractor shall not

create barriers to open and fair opportunities
for WMBEs to participate in all CVB

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contracts and to obtain or compete for

contracts and subcontracts as sources of
supplies, equipment, construction, and
services. In considering offers from and
doing business with contractors and
suppliers, Contractor shall not discriminate
on the basis of race, color, creed, religion,
sex, age, nationality, marital status, sexual
orientation, or the presence of any mental or
physical disability in an otherwise qualified
disabled person.
11.2.4.2

Record-Keeping: Contractor shall maintain,

for at least twelve (12) months after the
expiration or earlier termination of this
Contract, relevant records and information
necessary to document Contractors
utilization of WMBEs and other businesses
as contractors and suppliers under this
Contract and in its overall public and private
business activities. Contractor shall also
maintain all written quotes, bids, estimates,
or proposals submitted to Contractor by all
businesses seeking to participate as

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contractors or suppliers under this Contract.

The CVB shall have the right to inspect and
copy such records.
11.2.4.3

Affirmative Efforts to Utilize WMBEs: The

CVB encourages the utilization of minorityowned businesses (MBEs) and womenowned businesses (WBEs) collectively,
WMBEs), in all CVB contracts.

11.2.5

Recycling of Waste Materials: The Contractor shall collect,

sort, and separate into such categories as may be legally
required, all solid waste products on the Facilities, and
recycle all such products that are locally accepted for
recycling. Each separately sorted category of waste
products shall be placed in separate receptacles reasonably
approved by the CVB, which receptacles shall be dumped
or removed from the Facilities, at such minimum frequency
as is specified by the CVB. The CVB reserves the right to
refuse to collect or accept from the Contractor any waste
product that is not sorted and separated as required by law,
ordinance, rule or regulation, and to require the Contractor
to arrange for the collection of the same at the Contractors
sole cost and expense using a contractor satisfactory to the
CVB. The Contractor shall pay all costs, fines, penalties,

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and damages that may be imposed on CVB or the

Contractor as a consequence of the Contractors failure to
comply with the provisions of this subsection.
11.2.6

11.2.6 Environmental Standards:

11.2.6.1

Definitions: For the purpose of this

subsection, the following terms shall be
defined as provided below unless the context
clearly requires a different meaning:
11.2.6.1.1

Laws or Regulation shall

mean any environmentally
related local, state, or federal
law, regulation, ordinance, or
order (including without
limitation any final order of
any court of competent
jurisdiction of which the
Contractor has knowledge),
now or hereafter in effect
including but not limited to
the Clean Air Act, the Federal
Water Pollution Control Act,
the Safe Drinking Water Act,
the Toxic Substances Control
Act, the Comprehensive

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Environmental Response
Compensation and Liability
Act as amended by the
Superfund Amendments and
Re-authorization Act of 1986,
the Resource Conservation
and Recovery Act as
amended by the Solid and
Hazardous Waste
Amendments of 1984, the
Occupational Safety and
Health Act, the Emergency
Planning and Community
Right-to-Know Act of 1986,
and the Solid Waste Disposal
11.2.6.1.2

Act.
Hazardous Substances shall
mean any hazardous, toxic, or
dangerous substance, waste,
or material that is regulated
under any federal, state, or
local statute, ordinance, or
regulation relating to

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environmental protection,
contamination, or cleanup.
11.2.6.2

Restrictions on Contractor Activities: The

Contractor shall not cause to occur upon the
Facilities or permit the Facilities to be used
to generate, produce, manufacture, refine,
transport, treat, store, handle, dispose,
transfer, or process Hazardous Substances
except in compliance with all applicable
Laws and Regulations. The Contractor shall
provide the CVB with the Contractors
USEPA Waste Generator Number (if any),
and with a copy of every Material Safety
Data Sheet (MSDS), Generator Annual
Dangerous Waste Report, environmentally
related regulatory permit or approval
(including every revision or renewal thereof)
and any correspondence the Contractor
receives from, or provides to, any
governmental unit or agency in connection
with the Contractors handling of Hazardous
Substances or the presence, or possible
presence, of any Hazardous Substance on

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the Facilities. Also notwithstanding

anything to the contrary contained in this
Food/Beverage Services Contract
Agreement, during the term hereof,
Contractor shall commit no act or acts which
shall entirely or in part, cause the CVB to be
in breach of any contract to which the
Association is a party.
11.2.6.3

Correction of Violations: If the Contractor

violates any of the terms of this section
concerning the presence or use of Hazardous
Substances or the handling or storing of
hazardous wastes, the Contractor shall
promptly take such action as is necessary to
mitigate and correct the violation. If the
Contractor does not act in a prudent and
prompt manner, the CVB reserves the right,
but not the obligation, to act in place of the
Contractor (for which purpose the
Contractor hereby appoints the CVB as its
agent), to come onto the Facilities and to
take such action as the CVB deems
necessary to ensure compliance or to

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mitigate the violation. If the CVBs

Designee (Designee) has a reasonable belief
that the Contractor is in violation of any law
or regulation, or that any action or inaction
of the Contractor presents a threat of
violation or a threat of damages to the
Facilities, the CVB reserves the right to
enter onto the Facilities and take such
corrective or mitigating action as the
Designee deems necessary. All costs and
expenses incurred by the CVB in connection
with any such action shall become
immediately due and payable by the
Contractor upon presentation of an invoice
therefore.
11.2.6.4

Testing: The Contractor shall provide the

CVB with access to the Facilities to conduct
an annual environmental inspection in
January of each year of the term hereof or at
such other time(s) as may be mutually
agreed upon. In addition, the Contractor
shall permit the CVB access to the Facilities
at any time, upon reasonable notice, for the

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purpose of conducting environmental testing

at the CVBs expense. The Contractor shall
not conduct or permit others to conduct
environmental testing on the Facilities
without first obtaining the Designees
written consent, which shall not be
unreasonably withheld. The Contractor
shall promptly inform the Designee of the
existence of any environmental study,
evaluation, investigation, or results of any
environmental testing conducted on the
Facilities whenever the same becomes
known to the Contractor, and the Contractor
shall provide a written copy of the same to
the Designee within thirty (30) days after the
preparation of any such material.
11.2.6.5

Removal of Hazardous Substances Prior to

Vacation of Facilities: Removal of
Hazardous Substances Prior to Vacation of
Facilities, in addition to all other
requirements under this Contract, the
Contractor shall remove any Hazardous
Substances placed on the Facilities during

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the term of this Contract or the Contractors

possession of the Facilities, and shall
demonstrate such removal to the Designees
reasonable satisfaction.
11.2.6.6

Reimbursement of CVB Costs: In addition

to any remedy provided above, the CVB
shall be entitled to full reimbursement from
the Contractor whenever the CVB incurs
any cost resulting from the Contractors
violation of any of the terms of this
Subsection, including but not limited to, the
cost of clean-up or any other remedial
activity, fines, penalties assessed directly
against the CVB, injuries to third persons or
other property, and loss of revenue resulting
from an inability to re-lease or market the
Facilities due to its environmental condition
as the result of the Contractors violation of
the terms of this Contract (even if such loss
of revenue occurs after the expiration or
earlier termination of this Contract).

11.2.6.7

Indemnification: In addition to all other

indemnities provided in this Contract, and

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notwithstanding the expiration or earlier

termination of this Contract, the Contractor
agrees to and shall defend, indemnify, and
hold the CVB free and harmless from any
and all claims, causes of action, regulatory
demands, liabilities, fines, penalties, losses,
and expenses, including without limitation,
cleanup or other remedial costs (and
including attorneys fees, costs, and all other
reasonable litigation expense when incurred
and whether incurred in defense of actual
litigation or in reasonable anticipation of
litigation), arising from the existence or
discovery of any Hazardous Substance on
the Facilities resulting from a violation of
the terms of this section or the migration of
any Hazardous Substance from the Facilities
to other property or into the surrounding
environment that is the result of a violation
of the terms of this section, whether (a)
made, commenced, or incurred during the
term of this Contract, or (b) made,
commenced, or incurred after the expiration

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or termination of this Contract if arising out

of an event occurring during the term of this
Contract.
11.3

The Contractor agrees that all financial settlements, reports, and billings
rendered to the CVB under this Contract Agreement shall properly reflect
the facts of all activities and transactions handled for CVB and may be
relied upon as being complete and accurate in any further recording or
reporting made by the Facilities for any purpose.

11.4

The Contractor shall notify the CVB in writing within seventy-two (72)
hours upon discovery of any failure to comply with Subsections .1 through
.3 of this paragraph.

11.5

Notice Until written notice of change of address is given by either party

to the other by registered letter properly addressed, any notice with
reference to the subject matter of this Contract Agreement shall be deemed
to have been sufficiently given when, if given to the CVB. All notices
required by this Agreement shall be in writing. Unless otherwise
specifically provided herein, all notices and other material to be delivered
hereunder shall be delivered or mailed to the following CVB
representative:
Mr. Steve Miller
SMG General Manager
SeaGate Convention Centre
500 Jefferson Avenue
Toledo, OH 43604

And when, if given to the Contractor, it shall be addressed to:

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Or such other respective addresses as either party may from time to time
designate in writing and in any case sent by prepaid registered mail. Any
notice given as aforesaid shall be deemed to have been received by the
party to whom it is addressed on the third business day following the day
upon which it is mailed.
11.6

Subordination This Contract Agreement and everything herein contained

shall be subordinate to any ground and underlying lease or leases and to
any charge or charges (including deeds of trusts, mortgages, bonds, and all
instruments supplemental thereto) and all renewals, modification,
consolidations, replacements, and extensions thereof created by the CVB
in respect to the Facilities, and the Contractor hereby covenants and agrees
that it will at any time and from time to time as required by the CVB
during the term hereof and any extension or renewal, give all such further
assurances relative to this proviso as may be reasonably required to
evidence and effectuate this subordination of its rights and privileges
hereunder to the holder or holders of any such ground and underlying
lease or leases and charge or charges (including deeds and trust).

11.7

Successors and Assigns The provisions hereof shall be binding upon and
shall inure to the benefit of the parties hereto and each of their respective
successors and assigns. This Contract Agreement and any of the rights

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and obligations of the Contractor hereunder may not be assigned by the

Contractor without the prior written consent of the CVB.
11.7.1

Designees Prior Written Consent Required for Assignment

& Subleases: No purported assignment, sublease, or other
transfer of the Facilities or any portion thereof or of any
aspect of the Contractors interest in this Contract shall be
effective without the prior written consent of the Designee
whose consent shall not be unreasonably withheld. Every
proposed sublease, assignment, or other interesttransferring agreement shall be submitted to the Designee
for review and approval or disapproval after execution by
the proposed subtenant, assignee, or transferee, and not less
than fourteen (14) calendar days prior to the
commencement date of the proposed subcontractors,
assignees, or transferees intended use of any portion of the
Facilities under such agreement or the assumption of any
right or interest in any portion of the Facilities or this
Contract. No assignment or sublease of this Contract, with
or without the Designees consent, shall release or relieve
the Contractor of or from any of the obligations on the
Contractors part to be kept and performed under this
Contract, and the Contractor shall remain jointly and
severally liable for the performance of all obligations of the

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Contractor hereunder regardless of any (i) agreement that

modifies any of the rights or obligations of the parties to
this Contract; (ii) stipulation that extends the time within
which an obligation under this Contract is to be performed;
(iii) waiver of the performance of any obligation under this
Contract; or (iv) failure to enforce any obligation under this
Contract. Every assignment and sublease shall be subject
to all the terms and provisions of this Contract.
11.7.2

Contract Interests Not Transferable by Action of Law or

Court: Neither this Contract, nor any right, privilege, or
other interest conferred by this Contract shall pass to any
trustee or receiver in bankruptcy or to any receiver or
assignee for the benefit of creditors; nor shall this Contract
or any rights, privilege, or interest be transferable by
operation of law or proceeding of any court.

11.7.3

Change of Contractors Organizational Structure or

Ownership Constitutes Assignment: If the Contractor is a
partnership, limited or general, a withdrawal of a general
partner, or change, voluntary or involuntary, by operation
of law or otherwise, of a general partner thereof, shall be
deemed an assignment. If the Contractor is a corporation,
the merger, consolidation, or liquidation of the Contractor
or any change in the ownership of or power to vote thirty-

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three and one-third percent (33 1/3%) or more of its capital

stock, as held as of the date of execution of this Contract,
shall be deemed an assignment.
11.7.4

Contractors Authorization to Use Facilities Constitutes

Assignment or Sublease: In the event the Contractor in any
manner permits anyone to occupy all or any portion of the
Facilities for any purpose including but not limited to the
conduct of any business or other activity, whether or not
business-related, not within the intent of this Contract or
any sublease, such permission shall be deemed an
assignment or sublease, as deemed appropriate by the
Designee. Every sublease shall require the subcontractor to
submit to the Designee and the Contractor not more than
ten (10) days after the end of each month during the term of
its sublease and the month after the expiration or earlier
termination of such sublease, a written statement
identifying the amount of net receipts and a full profit/loss
explanation generated by such subcontractor on and from
the portion of the Facilities used and occupied by such
subcontractor during the immediately preceding month. In
the event of any assignment of this Contract, the Contractor
shall cause to be delivered to the Designee simultaneously
with such assignment, an instrument, in writing, executed

83

by the assignee, in which the assignee shall assume and

agree to perform all of the terms and provisions of this
Contract on the Contractors part to be kept and performed
that theretofore have not been fully performed.
11.8

Amendment No amendment or modification of the Contract Agreement

shall be valid or binding on the parties unless made in writing and signed
on behalf of each of such parties by their respective representatives
hereunto duly authorized.
11.8.1

Extent of CVB Service: The CVB shall provide basic

utility service including but not limited to gas, electric,
sewer, water, garbage, recycling, and heating for the
facilities.

11.8.2

Limitation on CVB Liability Regarding Utility Service:

The CVB shall not be liable for the interruption of any
utility service when such interruption is caused by
maintenance work, or when the interruption is not due to
CVB negligence.

11.8.3

Special Services and Facilities Subject to Prior CVB

Approval and at Contractors Cost: The Contractor,
directly or through a third party, may install, secure,
maintain and repair, at no expense to the CVB, any utility
service related to the Contractors operations and its use of
the Facilities that is not provided or maintained by the

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CVB. Any special utility or waste disposal facility, item of

equipment, or service beyond that provided to the Facilities
by the CVB, must be installed only in accordance with
plans and specifications approved by the Designee and
other appropriate CVB officials, in writing, in advance of
such installation. The Contractor shall not install on the
Facilities any fixture, furnishing, or trade equipment that
exceeds the capacity of any utility or waste facility for such
location. The Contractor shall pay, before delinquency, all
fees and charges for the installation, change, and relocation
of any point or means of service by any utility or waste line
or system. The Contractor shall make arrangements with
the utility service provider for the separate metering, where
possible, of such service and the direct billing to the
Contractor for the delivery of such service.
11.8.4

Cooperative Parking: As of the commencement date of this

Contract, the Facilities, have very limited close-in parking.
Accordingly, unless otherwise specifically provided herein,
the CVB will provide up to 8 parking spots only, for fulltime employees at the SeaGate Garage.

11.9

The CVB will furnish to the Contractor where applicable for the period of
the Contract Agreement office and storage spaces, concession areas,

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certain buffet and /or banquet seating areas, kitchens, food/beverage areas,
pantry spaces, fixed bar/lounge areas, and foodservice equipment.
11.10 The CVB will also furnish spaces for office, money counting, and record
keeping purposes of the Contractor for the Contract Agreement period.
Use of these office spaces for purposes other than operation of this
Contract Agreement, without prior written approval of the Designee shall
result in grounds for termination of the Contract Agreement.
11.11 Location of any and all mobile concession stands and auxiliary storage
spaces required by the Contractor shall be approved by the CVBs
Designee. The Contractor shall acquire no rights to such locations once
assigned, and the CVB reserves the right to require the Contractor to move
mobile stands and equipment and to relocate items from any auxiliary
storage spaces when needs of other events require the use of them.
11.12 The CVB shall provide gas, electricity, garbage, recycling, and water
services for use by the Contractor.
11.13 Anything herein to the contrary notwithstanding, the CVB shall not be
liable or responsible for any failure to furnish the services set forth above
occasioned by strike or other work stoppage, federal, state, or local
government action, breakdown, or failure of apparatus, equipment, or
machinery employed in supplying said services, and temporary stoppage
for repair, improvement, or enlargement thereof, or any act or condition
beyond its reasonable control.

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11.14 Contractor shall agree, upon demand by any labor organization

representing employees in the food service and concession operations at
the Huntington Center and at SeaGate Centre (collectively, Facilities), to
maintain neutrality in and not oppose any attempts or campaign by the
labor organization to seek the right to represent the Contractors
employees at the Facilities for purposes of collective bargaining. In the
event any labor organization files a petition seeking an election to
determine whether it should be certified as the representative of
Contractors employees, Contractor shall inform its employees that it is
totally neutral regarding the issue of representation and that the
employees freedom to choose a representative without coercion is a
paramount concern of the Contractor.
11.15 The Contractor shall furnish at its own expense all common and skilled
labor for the setting up and dismantling or moving of all food and
beverage facilities including related furniture and related equipment in
such locations as may be agreed upon between the Contractor and the
CVB.
11.16 The Contractor and its employees shall be entitled to enter upon and
remain in the premises with access at designated areas for work purposes
only during event or functions at the Facilities; and for a reasonable time
prior to and subsequent to events; and non-event days for administrative or
non-event functions; and only for the purpose of exercising the rights and
privileges mentioned herein. This paragraph shall not exclude the

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Contractor reasonable access to office areas for the conduct of normal

business activities associated with this Contract Agreement. The CVBs
Designee may require the Contractor, either directly or by subcontract, to
provide vending machines. Vending machines shall not be used, except
with the prior written approval by the CVB. The Contractor shall submit
his Proposals concerning items to be sold, suggested prices, type and style
of machines and recommended locations in writing, for the consideration
and approval by the CVB.
11.17 The Contractor agrees that nothing in this Contract Agreement shall be
construed to prohibit a tenant of the Facilities from exhibiting any
merchandise or article in connection with the exhibit or other type of
event, or from dispensing free samples of merchandise. Such sampling is
subject to approval by the CVB but normally will be restricted to the
following:

Food 2 oz. Portion

Beverage 4 oz. Cup

At certain special shows that occur annually, Contractor shall offer menu
items generic to the show type in consultation with the show manager and
CVBs Designee.
11.18 The Contractor shall have the food/beverage services open and in
operation a reasonable time before, during, and after all events or
operating days as may be requested or approved by the CVBs Designee.
These services may be in operation when there are no events, upon

88

approval by the CVBs Designee. The staffing levels and operation times
of food service at each location must be approved by the CVBs Designee.
11.19 When catering, and/or other special i.e., mobile special emphasis food
service areas are in operation, food served must be cooked and prepared
by the chef on the premises with the exception of baked goods and
standard canned and packaged items. Deviation from this requirement
must be approved in advance in writing by the CVBs Designee.
11.20 The publics right shall not be infringed upon by any activity of the
Contractor or any of its employees. The activities of the Contractor shall
be such as to render service to the public in a dignified manner and no
pressure, coercion, or persuasion shall be used by the Contractor in an
attempt to influence the public to use the services or product of the
Contractor. All concession sales shall be conducted and operated under
the supervision of the Contractor, but shall in no way interfere with the
orderly operation of any event. The Contractor shall conduct all sales at
such times and at locations, for such purpose as designated by the CVBs
Designee. The Contractor will not circulate throughout the premises for
the sale of any merchandise, except with the permission of the CVBs
Designee. Neither the Contractor nor his employees shall distribute
campaign or political literature or any commercial solicitation literature of
any kind at any time in or on the premises of the Facilities.
11.21 The CVB reserves the right to direct the Contractor to partially or
completely suspend service during those events with which the

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contractors operation may be incompatible in the opinion of the CVBs

Designee, such suspension to be judged prudent and responsible.
11.22 The CVB shall not be responsible for any goods, merchandise, or
equipment owned or leased by the Contractor and used, maintained or
stored at the Facilities, nor will it be responsible for damage resulting from
a power failure, flood, fire, explosion, vandalism, theft, and or other
causes.
11.23 Nothing herein contained shall be held to limit or qualify the right of the
CVB to free and unobstructed use, occupation, and control of the Facilities
and ingress and egress for itself, its tenants, and the public.
11.24 Representatives of the CVB shall have the right to enter upon and have
access to all occupied areas of the Contractor during the time that events
are in operation and at all times when Contractors employees are present.
11.24.1

Access to Facilities: The Contractor shall provide the CVB

and its contractors and consultants, their subcontractors,
sub-consultants, and agents with access to the Facilities at
all reasonable times to inspect the same and to make any
inspection, repair, or improvement deemed necessary by
the Designee, but this right of access shall not impose on
the CVB any obligation to make any repair, alteration,
addition, or improvement except as specifically provided
herein.

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11.24.2

Permitted Interference With Contractors Operations: In

inspecting and in making repairs, alterations, additions, and
improvements, the CVB may erect barricades and
scaffolding in and outside of the Facilities, and may
otherwise interfere with the conduct of the Contractors
business and operations where such action is reasonably
required by the nature of the CVBs work; and such
interference shall not be deemed to be a breach or default
under this Contract.

11.24.3

Suspension of Contractors Operations and Obligation to

Pay Monthly Fees: In the event such inspection, repair,
alteration, addition, or improvement work necessitates the
temporary suspension of the Contractors business or
operations in, on, or from the Facilities, the CVB shall
notify the Contractor of such necessity and the anticipated
beginning and ending dates of such suspension. Payments
from CVB pursuant to the requirements herein shall be
prorated during each month in which the Contractors
business or operations are required by CVB to be
suspended pursuant to this subsection, and the CVB shall
have no obligation to pay such prorated fees during the
period that the Contractors business or operations are
suspended; such cancellation of the obligation to pay the

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prorated payments shall constitute the totality of relief

available, and the Contractor waives all claims for damages
and for any injury to and interference with its operations or
business and losses occasioned by any such suspension.
11.24.4

CVBs Retention & Use of Key to Facilities: The CVB

shall have the option to key the premises with its core
system and charge the Contractor the CVBs normal key
fees. Otherwise, the Contractor shall provide the Designee
with a key with which to unlock all of the doors in, upon,
and about the Facilities, excluding the Contractors vaults,
safes, and files, for each of the aforesaid purposes. The
CVB shall have the right to use any and all means that the
Designee deems proper to open said doors in an emergency,
in order to obtain entry to the Facilities, without liability to
the Contractor except for any failure to exercise due care
for the Contractors property. Any entry to the Facilities
obtained by the CVB by any of said means, or otherwise,
shall not be construed or deemed to be an eviction of the
Contractor or a forcible or unlawful entry into, or a detainer
of, the Facilities or any portion thereof.

11.25 The CVB shall have sole and exclusive rights to negotiate all advertising,
sponsorships and pouring rights available for food and beverage services.

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SECTION II DESCRIPTION OF REQUIRED AND DAILY OPERATIONAL

SERVICES BY CONTRACTOR

12

Control
12.1

The CVB shall, through its designee, be the final CVB with regard to all
aspects of the control, management, and performance of the foodservice
program herein provided for and all requests, procedures, approvals, or
changes shall be submitted through the CVB. Liaison between the CVB
and the Contractor will be through the CVBs Designee or his/her
designee. This requirement shall not limit or otherwise affect the
obligations and liabilities of the Contractor under this Contract Agreement.

13

Exclusive Rights
13.1

The Contractor shall have the exclusive right to operate foodservice areas,
bars, restaurants, club and suite areas, fixed and mobile concession stands,
banquet/catering areas, and vending operations selling food and beverages
(alcoholic and non-alcoholic), except as herein otherwise provided.
Failure to provide any food/beverage service as required under the terms
of this Contract Agreement will be considered a breach of contract and the
Contractor will be considered in default of the Contract Agreement.
Failure to provide any food/beverage service as required under the terms
of this Contract Agreement will be considered a breach of contract and the
Contractor will be considered in default of the Contract Agreement.

14

Use of Facilities By Others

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14.1

Contractor shall not permit the private use of any part of the premises
without, in each case, the prior written approval of the CVBs Designee.

14.2

The Designee shall give the Contractor advance notice of the nature of
scheduled events and such information as is available regarding the
probable attendance at each event. Every effort will be made by the
Designee to notify the Contractor of cancellation of previously scheduled
events to which due notice has been given the CVB, but no liability shall
evolve upon the CVB for failure to deliver notice of cancellation. The
Contractor on the other hand shall be held accountable for furnishing full
and adequate service, as determined by the CVB, for the full period of
time required for any event of which the Contractor has had notice.
Further, nothing contained herein shall be interpreted to limit the
Contractor in taking the initiative to obtain event information from the
Facilities in a timely manner.

14.3

All parties to this Contract Agreement understand and agree that the
Contractor is an independent Contractor and not an agent, servant,
employee, joint venturer or partner of the CVB, and nothing contained in
this Contract Agreement or in the performances of the obligations of the
parties hereunder shall be deemed to constitute or create the relationship
between Contractor and the CVB or agent, servant, employee, joint
venturer or partner.

14.4

Should the Contractor utilize foodservice facilities for off-site food

functions, the Contractor must obtain written approval of the Designee at

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least two working days before the function. All such services are to be
considered part of gross sales and expenses and as such, are fee approved
operations.
15

Hours of Operation
15.1

Contractors food/beverage sales hours of operation shall be determined

by mutual agreement of the Contractor and the CVBs Designee, subject to
certain restrictions as provided in the Restrictions on Sales section
herein.

15.2

All concession sales shall be conducted and operated in such manner as

not to interfere with the orderly operation of events held within the
Facilities. Sales shall be conducted only from and at locations approved
by the CVBs Designee.

16

Foodservice Provision
16.1

The Contractor shall organize, put into service, and manage efficiently all
food, beverage facilities noted on Architectural drawings dated and hereby
incorporated as an element of this Contract Agreement or as described in
the RFP and/or Contract Agreement Documents.

17

Types of Service
17.1

In addition to the normal concessions, and catering functions the

Contractor will provide in the Facilities, the Contractor will be required to
provide specialized services normally associated with recreational facility
activities. These specialized services may include, but are not limited to,
the following:

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18

17.1.1

Mobile and fixed thematic concession facilities service.

17.1.2

Main Kitchen storage/preparation.

17.1.3

Special meeting and buffet/banquet/catering services.

17.1.4

Water, tablecloth, and table skirting service.

17.1.5

Non-exclusive catering services.

Procurement Policy
18.1

The Contractor shall purchase food, beverages, and operation supplies,

such as uniforms, laundry service, paper goods, and detergents needed for
the foodservices and related operating supports to be supplied hereunder
from whatever source or sources that will establish and effect procedures
which assure the quality and quantity required at the most economical
prices, it being understood that the Contractor shall avail itself of all
lawful trade, cash, quantity discounts, and rebates and all such discounts
and rebates both local and national shall inure to the benefit of the
foodservice operations herein. The Contractor shall adhere to the
Minimum Purchase Specification Requirements of the CVB provided in
Schedule 4 of this document. All such purchases shall be in the
Contractors name and payment shall be made directly to the supplier.

18.2

The Contractor will hold the CVB harmless from actions by suppliers and
will permit no liens whatsoever to be placed against the property of the
CVB as a result of the failure of the Contractor, his agents, Contractors,
and/or sub-contractors to make all payments required of them in this
connection.

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18.3

The CVB reserves the right to sell advertising and sponsorship packages at
the Facilities. The CVB maintains the final right of approval of
Contractor supplies however all approved suppliers must provide
competitive produce quality, service, and prices. The Contractor retains
no advertising rights or approvals within this Contract Agreement.

19

Menus
19.1

The Contractor shall plan and prepare imaginative menus in the Facilities
in consultation and coordination with the CVBs Designee and in
accordance with its specifications. Quantities, portions, prices of
banquet/meeting and concession snack items for all food and beverages
shall be subject to approval by the CVB according to its requirements.
Only foods and beverages which are wholesome and of the best quality, in
the opinion of the CVB, shall be purchased (and served). Any changes to
the menu or pricing are subject to approval by the CVB.

19.2

The Contractor shall first submit for the CVBs approval and shall keep
posted in places conspicuous to users of the Facilities, a full list of all
items, with their prices offered for consumption on a given day.

19.3

The Contractor, shall prepare approved, printed catering and other menus
utilizing the Facilities logos and used exclusively for the Facilities, in
sufficient quantities to insure clean, neat menus are available at all times to
guests. All menus shall include the courses available, prices, date of
distribution, and location. All menus shall be subject to the approval of

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the CVB prior to distribution and shall be used by the CVB and the
Contractors marketing department for sales purposes.
19.4

Should the Contractor or its representative directly contract with a tenant

for a meal function, buffet and/or cocktail party, or for providing any
services in the Facilities, Contractor shall forward within two (2) business
days one (1) copy of the completed Agreement for Services to the CVBs
Designee. Such Contract Agreement shall list the various dishes to be
served, the approximate number of people involved, the services to be
provided, the prices of the various services and the total charges to be
collected for the function by the Contractor.

20

Food Handling
20.1

Contractor shall adhere to all HACCP rules, regulations, and operating

requirements.

20.2

The Contractor shall inspect all merchandise upon delivery for quality and
quantity compliance with the original order and shall store all food and
beverage merchandise in proper areas in sanitary containers which are
dated for effective rotation of stock on a first-in, first-out basis. The
Contractor shall cover all refreshments and food exhibited for sale in
showcases or other suitable containers. The Contractor shall wrap all prepackaged sandwiches, cakes, and other similar products in cellophane or
similar transparent wrapping appropriate to the food service industry.

20.3

The Contractor agrees to operate the foodservice facilities and perform all
work in connection therewith in a professional and resourceful manner,

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complying with all public health regulations including a Grade A

sanitation rating to the satisfaction of all authorized local Health
Department officers and the CVB.
21

Food Quality
21.1

The Contractor shall sell only foods that comply with all applicable
federal, state, and local laws, acts, orders, or regulations including, without
limitation on the generality of the foregoing, the applicable sections of the
following laws, acts, and regulations:

The Food and Drug Act.

Applicable Meat Inspection Regulations.

The Humane Slaughter of Animals and Humane Slaughter

Regulations.

The Official Methods of Analysis and Association of Official

Analytical Chemists.

The Federal Department of Agriculture Products Regulations.

The Fish Inspection Act and Regulations.

Meat and Canned Foods Act.

Fresh and Processed Fruit and Vegetable Regulations.

The U.S. Grain Act and Grain Regulations

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22

Items To Be Sold
22.1

The Contractor shall sell those products, commodities, and articles

normally found in operations of this type, subject to the approval of the
CVB, which approval may be granted or denied, in CVBs sole discretion.
The CVB may require the Contractor to sell items which, in the CVBs
sole discretion, are necessary for the Operation of the foodservice facilities
and may limit, prohibit, or require discontinuance of the sale of any
products, commodities, or articles.
22.1.1

As a matter of general policy, prices shall not be higher

than those charged at comparable arenas, stadiums,
theaters, bars, snack facilities, hotels, convention centers,
restaurants, etc., for the same quality merchandise and
services within the Midwestern Region of the United States
of America. Prices must be posted in displays on all stands
and vendor equipment. Within thirty (30) days after
execution of the Contract Agreement, the Contractor shall
submit a Proposal for price signs to be provided by the
Contractor for the written approval of the CVBs Designee.
The CVBs Designee shall be the sole and final judge of
prices, sign quality, size of letters, and propriety of any
advertising proposed.

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22.1.2

The Contractor shall submit a detailed price schedule based

on current market conditions for all items it proposes to sell
showing size, weight, quantity, and prices of items. This
includes items sold in the bars, concession stands, in lounge
areas, mobile special emphasis food services areas, in
vending machines, etc., meeting rooms, for all catered
services, etc. All prices finally adopted will require
approval of the CVBs Designee.

22.1.3

The CVBs Designee and the Contractor shall, on a

quarterly basis, or as deemed necessary by the CVB or the
Contractor, review the general price structure of all
commodities sold and may, in writing increase or decrease
the maximum price or size of any article or articles offered
for sale.

22.1.4

If the Contractor desires to offer for sale any article not

included in the approved price schedule, menu, or alcoholic
beverage list, then the Contractor may be allowed to do so
after first obtaining written approval of the CVBs
Designee to sell such articles. If the Contractor desires to
substitute an article listed in the approved price schedule,
prior written approval must be obtained from the CVBs
Designee as to the quality, size, weight, quantity, brand, and
price of such substitute article.

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22.1.5

The Contractor will not sell any products of inferior quality.

All items to be sold require the approval of the CVBs
Designee. This requirement shall not require the
Contractor to rely exclusively on one seller or
manufacturers item(s), but several manufacturers or sellers
may be used or the Contractors original source may be
changed in the interest of quality, competition, and public
appeal, as required by the CVBs Designee.

22.1.6

All merchandise kept for sale shall be subject to inspection

and approval or rejection by the CVBs Designee during
the term of the Contract Agreement. The Contractor shall
immediately remove from the Facilities all rejected
merchandise and it shall not be returned for sale.
Notwithstanding the above, Contractor shall have sole and
final responsibility to comply with the Contract Agreement,
perform all of its obligations under the Contract
Agreement, and to comply with all governmental codes,
regulations, and laws.

22.1.7

The Contractor shall purchase, sell, and feature locally

(Ohio) produced products, as long as said wholesale prices
are competitive with similar products available on the open
market.

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23

Sale of Alcoholic Beverages

23.1

The Contractor shall not sell or allow the sale or consumption of any
intoxicating or alcoholic beverages or any fermented ale, wine, liquor, or
spirits in any part of the food and beverage service facilities, at any event,
unless the Contractor is licensed by the State of Ohio and its local Liquor
Control/Licensing Boards and the sales or consumption of such beverages
is approved by the CVB.

23.2

The types of functions at which wine, beer, or other alcoholic beverages

are sold shall be subject to policies and procedures established by the
CVB. If any license with the prior approval of the CVBs Designee,
requires that its patrons be allowed to bring alcoholic beverages upon the
premises, then the Contractor shall have the exclusive right to sell ice,
cups, and beverages, commonly referred to as set-ups, and to levy corkage
charge during such functions at a price approved by the CVB.

23.3

The Contractor must, at his own expense, provide all licenses and permits
required for the legal sale of alcoholic beverages.

23.4

Contractor must provide at its expense an Alcohol Awareness Training

Program for its staff, for all alcohol service and monitoring staff, i.e. TIPS,
TEAMS, etc. at least once a year and provide a complete record of
training to the CVBs Designee. Contractor must provide the same
training for new employees at the employees orientation.

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24

Deliveries: The Contractor shall monitor the movement of products in and out of
all foodservice areas to avoid all conflicts with other Facilities functions. The
Contractor shall cover or otherwise protect all food, beverages, and food handling
equipment being moved through public areas.

25

Take-Out Sales
25.1

26

The Contractor understands that take-out sales are strictly prohibited.

Restriction on Sales
26.1

Contractor understands and agrees that the CVBs contracts with tenants
for particular functions may stipulate reasonable restrictions on the sale of
food, beverages, and concession items, where necessary, to protect the
goods on display or where necessary because of the nature of the function.
For example, without limiting the generality of the foregoing; such items
as certain specialty foods or the sale of alcoholic beverages (at specific
performance/event times as determined by the CVBs Designee) may not
be permitted.

26.2

Chewing gum, sunflower seeds, and stickers may not be sold in the
Facilities by Contractor or its subcontractors whether from vending
machines or otherwise.

27

Sampling
27.1

Contractor understands and agrees that food or beverage may be germane

to the function itself, and in such cases, the CVBs contract with the
Contractor may permit it to dispense samples of foods and beverages, in
quantities smaller than normally offered for sale by the Contractor.

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27.2

The CVBs Designee reserves the right to examine and/or sample

Contractors products at any time for the purpose of assessing quality and
portion controls.

28

Use of Operating Memoranda

28.1

The parties recognize that a close degree of cooperation will be required in

order that management, operation, maintenance, and repair of the
Facilities can be efficiently conducted. The parties further acknowledge
that experience over time will demonstrate changes that will be required in
the methods of management, operation, maintenance and repair, and that a
certain degree of flexibility will be required. To preserve such flexibility,
certain items have been covered in this Contract Agreement in general
terms only with the understanding that details are to be set forth in
operation memoranda. Therefore, from time to time operating
memoranda may be entered into by Contractor and the CVBs Designee
which shall be binding upon the parties. It is understood that there is no
implication in this language that this Contract Agreement is not complete
and that further terms are yet to be agreed to.

29

Altering Facilities
29.1

The Contractor shall not alter, add to, or in any way vary the foodservice
facilities or make any alterations or installation without having first
obtained the consent in writing of the CVBs Designee provided that
payment of all such alterations and/or additions be negotiated between the

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CVBs Designee and the Contractor and shall inure to the benefit of and
become the absolute property of the CVB.
29.1.1

Acceptance of Facilities: Contractor accepts the Facilities

in their condition as of the commencement date of the term
hereof. The CVB disclaims all representations, statements,
and warranties, expressed or implied, with respect to the
condition of the Facilities or the use and occupancy
authorized other than those contained in this Contract.

29.1.2

Prior Approval of Plans & Specifications Required: The

Contractor shall submit to the CVB, for approval,
schematic designs, design development drawings, and final
working drawings and specifications for the construction
on the Facilities of any additional improvements, additions,
and alterations to convert the Facilities to the condition
desired by the Contractor for the operation of its business.
All improvements, additions, and alterations shall be
subject to the CVBs site standards and related review
procedures. All such designs, drawings, and plans for work
affecting, in any way, the structural, mechanical, or
electrical systems of the buildings of which the Facilities
form a part or having a cost in excess of Two Thousand
Dollars ($2,000) shall be prepared by a licensed architect or
engineer, who shall have affixed to the same his/her

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signature and seal. No change shall be made to any

electrical wiring or plumbing in the Facilities or any utility
service to or from the Facilities as of the commencement
date of this Contract and at any time subsequent thereto,
other than a change made by a properly-licensed electrician
or plumber. No demolition, remodeling, or construction
work shall begin on any improvement, addition, or
alteration on the Facilities or to any utility service
connection with the Facilities or any portion thereof, or to
any other CVB facility, until after the Designee has
approved the same and all other required authorizations
have been secured for such work. If any improvement,
addition, or alteration to the Facilities is begun, the portion
of the Facilities that is subjected to such change must be
made accessible for disabled people as required by
applicable law.
29.1.3

No Representation or Liability Created by Approval: The

approval of any plans and specifications by the CVB shall
not constitute an opinion or representation by the CVB as
to their completeness; design sufficiency; compliance with
any law, ordinance, rule or regulation; or their adequacy for
other than the Facilities own purposes. No such approval
shall create or form the basis of any liability on the part of

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the CVB or any of its officers, employees, or agents for any

injury or damage resulting from any inadequacy or error
therein or any failure to comply with any applicable law,
ordinance, rule, or regulation.
29.1.4

Changes in CVB Facilities, Utilities, or Services: In the

event an improvement, addition, or alteration made or
desired to be made by the Contractor requires or would
require any change in any facility, utility, or service
provided by the CVB, the CVB shall pay any costs incurred
in making such change or otherwise in connection
therewith as long as such work has been approved prior, in
writing, by the CVB.

29.1.5

Work at Contractors Expense:

29.1.5.1

All improvements, additions, and alterations

made to the Facilities to convert the same to
the condition desired by Contractor for the
operation of its business, shall be at the
expense of the Contractor, and at no expense
to the CVB unless otherwise specifically
agreed upon in writing.

29.1.5.2

In the event any activity or omission of the

Contractor results in damage to CVB
property or any other Contractors Facilities

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or property, and the CVB undertakes

emergency repair or cleanup activity, the
Contractor shall be liable for the full cost of
such CVB work.
29.1.6

Improvements, Additions & Alterations and Fixtures

Become Facilities Property: All improvements, additions,
and alterations made to, and fixtures installed on, the
Facilities shall become the property of the Facilities upon
the expiration or termination of this Agreement except for
those items specified by the Designee by written notice to
the Contractor. All improvements, additions, alterations,
and fixtures not identified in such Designees notice shall
remain in, and be surrendered with the Facilities as a part
thereof without molestation, disturbance, or injury.

29.1.7

No Liens or Encumbrances: The Contractor shall keep the

Facilities free and clear of any liens and encumbrances
arising or growing out of its use and occupancy of the
Facilities. At the request of the CVB, the Contractor shall
deliver to the CVB written proof of the payment of any
item that could be the basis of such a lien, if not paid.

30

Emergency
30.1

The obligation of any party to perform any acts hereunder shall be

suspended during the period such performance is prevented by acts of

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God, war, riot, invasion, fire, accident, strike or walkout, or by

government interference, regulation, appropriation, or rationing or by
inability to secure goods or materials or shipments or because of other
conditions similar to those enumerated above, beyond the control of the
party obligated to perform.
30.2

In the event that the Contractor is unable to provide the services or a

portion of the services covered by this Contract Agreement, for any
reasons specified in the preceding paragraph, the CVB is duly authorized
to provide such service or portion thereof, in such manner as it may deem
proper and to use therefore any of the food or supplies of the Contractor
which are available provided that the CVB, as may be applicable, shall
reimburse the Contractor for such food and supplies actually used at the
actual cost thereof to the Contractor.

31

Unlawful Pursuits
31.1

The Contractor shall preserve the foodservice facilities in good order and
prevent unlawful pursuits.

32

Advertising
32.1

The Contractor shall not advertise in any manner other than as approved
by the CVBs Designee and the Contractor shall have no right to use the
trademarks, symbols, or trade name or name of the Facilities, directly or
indirectly, in connection with any production, promotion, service, or

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publication not located in the Facilities, without the prior written approval
of the CVBs Designee.
33

Other
33.1

The use of table coverings other than cloth must be approved in advance
by the CVB.

33.2

At the expiration or termination of this Contract Agreement, the

Contractor shall assign all catering and special function contracts and
deposits, for events scheduled to occur after the effective date of
expiration or termination, to the succeeding Contractor.

33.3

The Contractor must conduct regularly scheduled training classes for all
employees and management throughout the term of the Contract
Agreement. This schedule and its content shall be approved by the CVB
in writing. At a minimum such training will consist of Customer Service,
Alcohol Awareness, Positional Skills Training including banquet service
training, buffet set up, bartending, and serving techniques and food/wine
service techniques. A detailed record of the training will be provided to
the CVBs Designee.

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SECTION III PERSONNEL AND UNIFORMS

34

Personnel
34.1

The Contractor shall select, employ, train, furnish, and deploy employees
who are proficient, productive, and courteous to patrons; and shall
discipline, and if necessary, discharge any and all personnel working in
this operation. The Contractor shall also provide adequately-trained relief
personnel in the event of absences by primary staff. Whenever possible,
Contractor shall hire its personnel from within the greater Toledo area.

34.2

The Contractor shall furnish all necessary qualified supervision for the
performance of the food/beverage service and agrees to assign to these
operations a highly-competent, full-time resident manager who shall have
no duties other than direction of these operations. The Contractor shall
secure the CVBs approval in advance of the manager for this assignment
and, once assigned to this operation, such manager shall not be replaced
without approval of the CVB. Contractor shall furnish a bond on behalf of
its Designee to the CVB from a reputable insurance company in the
amount of $50,000 to ensure against improper management movement.

34.3

Should the Contractors manager be changed in less than two (2) years
time from date of his/her work commencement (other than voluntarily
leaving the employ of the company or the parent company), the Contractor
will pay to the CVB a management penalty fee of $50,000.00.

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34.4

The Contractors general or assistant managers shall be available at all

food and beverage functions.

34.5

If at any time the CVB finds that the Contractors manager or his/her
alternate is unsatisfactory, and such causes and reasons are duly reported
in writing by the CVB to the Contractor, the Contractor shall, within ten
(10) days, unless specifically extended in writing by the CVBs Designee,
replace him/her with one who is satisfactory to the CVB. At any time
Contractors management desires to leave the Facilities, Contractors
current management staff will provide to the replacement management
such detailed training as necessary and required before changing his/her
position.

34.6

Contractors full-time management shall provide a management staffing

plan. Such management team shall have no other duties other than those
specifically dedicated to the Facilities on a full-time basis.

34.7

Free close-in parking is not available at the Facilities for Contractors

employees or company vehicles, in excess of 8 reserved spots provided for
Food Services. All parking will be at employees own cost.

34.8

Personnel supplied by the Contractor will be deemed employees of the

Contractor and will not for any purpose be considered employees or
agents of the CVB.

34.9

The Contractor assumes full responsibility for the actions of such

personnel while performing services pursuant to this Contract Agreement,
and shall be solely responsible for their supervision, daily direction and

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control, payment of salary (including withholding and income taxes,

unemployment insurance, workers compensation, and Social Security)
and the like, as required by applicable federal, state, and local laws.
34.10 The CVB shall have the right to refuse access to its facilities at any time to
any employee of the Contractor, its agents, sub-contractors, or suppliers
employees. The exercise of its right shall not diminish the Contractors
obligation of performance arising under this Contract Agreement,
provided that the CVB shall allow the Contractor to have access to said
facilities at times sufficient to fulfill said obligation. The rights of access
for personnel shall be limited to those parts of the CVBs premises
available for common use (e.g., entrances, hallways, stairways, concession
areas, lounges, kitchens, and other food preparation areas), but shall not
include a right of access to other parts of the Facilities unless specifically
otherwise requested by the CVB. The Contractor will be responsible for
requiring employees to abide by all instructions, regulations, and codes as
specified by the CVB.
34.11 The CVB requires that all Contractors full time employees engage in the
preparing, handling, serving, and storing food, meet State and Local
Health Department requirements including a Health Card and Food
Handlers Permit. The minimum health requirement for full-time
Contractor food and beverage service employees at the Facilities will
consist of satisfactory results of:

Chest X-ray (14 x 17);

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Serological tests for venereal diseases;

Stool examination for ova and parasites;

Examination of the skin for lesions or rashes; and

Appropriate alcohol and drug testing.

34.12 Examinations are to be conducted and satisfactory results reported by a

competent physician or clinic, approved in advance by the CVB, and are
to be forwarded to the CVBs Designee for approval prior to the
employees reporting to work at the Facilities. These tests are to be
repeated on an annual basis. All foodservice employees medical reports
shall be kept on confidential file at the Facilities and kept up to date.
34.13 In the event that any employee refuses health inspections, the CVBs
Designee shall request that the Contractor remove the employee from the
foodservice operations.
34.14 The Contractor shall remove from the foodservice operations any
employee whom the CVBs Designee considers detrimental to the best
interests of the Facilities.
35

Unit Staffing, Labor, and Personnel Training Practices

35.1

Prior to commencement of work in the Facilities, the Contractor shall

furnish to the CVB a written statement setting for the names of all
employees, the location in which they will work, the commencement date
of the employment at the Facilities of each such employee, and the duties
to be performed by each. The Contractor shall also furnish to the CVB

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monthly a written statement setting forth the names of persons ceasing to

be employed in the Facilities.
35.2

In addition, the Contractor shall:

35.2.1

Prior to commencing work, describe in writing its good

faith efforts regarding the CVBs Equal Opportunity
Employment Program.

35.2.2

Provide the number of entry-level employee hours to be

devoted to formal training for the staff at the Facilities by
work area, during the first two (2) weeks of employment
and monthly/annually thereafter.

35.2.3

Submit a detailed copy of the Contractors Employee

Handbook.

35.2.4

Provide a detailed written description of recruiting

techniques and sources of non-management labor.

35.2.5

Provide a detailed written description of personnel policies

and practices.

35.2.6

Toledo Arena Sports, Inc. (TASI) shall have the right and
reasonable opportunity to consult on and participate in the
decisions on staffing concessions and catering facilities at
the Arena for TASI Professional Sports Events. The
Concessions and catering staffing must be reasonably
acceptable to TASI and ensure that patrons of the Arena
will received satisfactory service levels.

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36

Wages and Employment

36.1

The Contractor shall comply with all laws and regulations of the
government of the United States and the State of Ohio governing wages
and conditions of employment. Wages payable to any personnel
hereunder shall at the commencement of this Contract Agreement be in
accordance with the schedules attached hereto.

37

Tipping Policy
37.1

Contractors employees at the Facilities will not solicit or accept tips or

other gratuities.

Exception: Employees may accept, but not solicit tips in any cash bar
environment.

38

Uniforms
38.1

The Contractor or its agent will provide and maintain uniforms for all
employees. Selection type, color, style, and dress code of uniforms,
including specialty uniforms designated to fit the exact nature of the
various operations at the Facilities, shall be at the discretion and approval
of the CVB. The Contractor must provide written and graphic
presentation of a choice of uniform styles and availability to and at the
CVBs request. The CVB will provide the graphic standards to be
followed in this design. The CVB will consider the Contractor to be the
sole contact and responsible for the services it or its agents provide.
Additionally, the condition of the hygiene and appearance of employees is
the Contractors sole responsibility not withstanding the fact the CVBs

117

Designee or his/her designee have the right to comment on and where

necessary, cause Contractor to ensure that all employees meet minimum
hygiene and appearance standards.
39

Special Personnel Services

39.1

On various occasions the Contractor may be called upon to provide

personnel for special purposes such as bartending, waiter/waitress,
host/hostess, or other activities. The special personnel services are not to
be confused with the normal personnel required by the Contractor to meet
the Contractors responsibilities to provide service to the Facilities in
fulfillment of the obligations set out within this document.

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SECTION IV BOOKS, RECORDS, AUDITS, AND TAXES/FEES

40

General Description of Records, Accounting, and Audit

40.1

The Contractor shall keep an accurate and complete set of books and
records of the operation of the food, beverage facilities on the premises in
accordance with generally accepted accounting principles and allow the
CVB or its auditors at all reasonable times to inspect said books and
records, correspondence, memoranda, and other information relating to
this Contract Agreement during the term of this Contract Agreement and
such time thereafter as may be necessary for the CVB to verify amounts
due it under the terms of this Contract Agreement.
40.1.1

The Contractor will be paid by CVB for the Management

Fees due under the Contract Agreement on or before the
tenth (10th) day following the conclusion of each of the
months of the term.

40.1.2

CVB will be paid a one twelfth (1/12) share of the

contracts annual contractor guarantee or the actual portion
of profit due from monthly operations, whichever is
greater, within fifteen (15) calendar days following each
month of the term, according to the annual schedule of
guarantees due. At the conclusion of each fiscal year, a
reconciliation will be accomplished within thirty (30) days
after the last month of the fiscal year. The difference of

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funds paid to the CVB versus annual guarantee due the

CVB, will be paid in full to CVB, if not already done so, at
that time.
40.1.3

Audit Throughout the term of this Contract Agreement,

Contractor shall submit to the CVB, within ninety (90) days
of the close of the Contractors fiscal year, a certified audit
from a certified public accountant covering the Contractors
financial statements for its operations at the Facilities. In
the event that the CVB is not satisfied with the statements
on a generally accepted accounting principles basis
(GAAP) presented herein, the CVB shall have the right to
conduct a special audit of the Contractors books and
records, by auditors selected by the CVB. Should such
audit(s) uncover a deficiency or deficiencies in payments
from the CVB for any period covered, in excess of one
percent (1%), the total amount owing plus the cost of the
audit shall be immediately due and payable by the
Contractor and shall not be expensed as a controllable
expense. The Contractor shall permit the CVB, from time
to time, as its Auditor deems necessary, to inspect and audit
at any and all reasonable times, all books and records
pertaining to the Contractors gross receipts to verify the
amount of gross receipts generated by the Contractor on or

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from the Facilities, and shall supply the CVB with, or shall
permit the CVB to make, a copy of any such books and
records and any portion thereof, upon the request of the
CVBs Director of Finance or functional successor or
designee. The Designee shall notify the Contractor of the
amount of any over or underpayment found. Any
overpayment shall be a credit against any fee subsequently
due, or at the CVBs option, shall be refunded to the CVB.
In the event of an underpayment, the CVB shall pay to the
Contractor the amount of such underpayment plus any costs
incurred in auditing the Contractors books and records.
The Contractor shall ensure that the CVBs right to inspect,
audit, and copy the Facilities users books and records is a
condition of any sublease or other arrangement under
which any other person or entity is permitted to use or
occupy the Facilities.
40.1.4

Failure to comply with the aforementioned clause shall

result in the Contractor paying to the CVB as a penalty, the
amount of TEN THOUSAND DOLLARS ($10,000.00) for
each and every day exceeding the 90-day deadline. Such
penalty shall apply after the CVB has given notice in
writing to the Contractor of non-receipt of such certified
audit.

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40.1.5

The Contractor must submit the following information:

40.1.5.1

Monthly by the tenth (10th) of the month, a

complete, detailed profit and loss statement
in the format of Schedule 2 for the previous
month.

40.1.5.2

Monthly by the tenth (10th) of the month,

revenue by event and by revenue source,
with per person (per cap) revenue for the
previous month.

40.1.5.3

Monthly by the 10th of the month, a

complete expense breakdown by event and
by expense category.

40.1.5.4

Within 2 business days from close of event,

estimated revenue totals by event, people
served and per caps allocated.

40.1.5.5

Coin-Operated Vending The Contractor

must submit an explanation of vending
control methods. Contractor may
subcontract coin-operated vending with the
written approval of CVBs Designee. Such
approval shall not be unreasonably withheld.
In the event the Contractor subcontracts the

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vending concession, the Contractor shall

supply the following information:

The name and address of the subcontractor;

The subcontractors reputation and industry

experience.

40.1.5.6

In the event that vending is subcontracted,

the CVB will consider the prime Contractor
to be the sole contract responsible for the
services it or its agents provide.

40.1.5.7

The Contractor, except upon prior written

approval, shall use in all permanent and
portable concession stands, special function
areas, merchandise areas et. al. a cash
control system of a type provided by the
Contractor and approved by the CVBs
Designee.

40.1.5.8

Inventory systems to determine sales and

product usage must be approved by the
CVBs Designee. The Contractor will not
permit any of his/her employees to make
change from boxes, container, or from
pockets of clothing in the above
establishments.

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40.1.5.9

Records Contractor will keep within the

Facilities proper, adequate, and accurate
accounting books and records prepared in
accordance with an accounting system
approved by the CVB, of all business and
transactions engaged in under this Contract
Agreement, for all periods included within
the term of this Contract Agreement, said
records to include without limitation the
daily receipts and expenses, the daily bank
deposits, the daily sales, and business done
by the Contractor and shall preserve and
make available for audit and examination by
the CVB as hereinafter provided, such books
and records as well as a copy of all business
tax returns to the State of Ohio and of all
federal income tax returns.

40.1.5.10

Contractor shall only utilize CVB- approved

computer hardware and account software for
all records, proposals, contracts, invoices,
letters, and all accounting functions related
to the operations of this contract.

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40.1.5.11

A separate bank account at a bank approved

by the CVB shall be maintained for all sales
deposits. Cash shortages in excess of
inventory sales may not be deducted from
Gross Receipts.

40.1.5.12

Contractor shall utilize computerized sales,

control, and point-of-sale locations
including but not limited to fixed and mobile
concession stands, vending rooms, mobile
thematic carts, lounges, and the like. All
products must be able to be tracked from
purchase order through delivery, warehouse
stocking, inventory depletion, and final sales
transaction and reduction from par or other
stock inventories. The CVB shall have
complete and open access to this system and
its reports at all times. Contractor shall
provide CVB with a preliminary
sales/expense report by noon on the day
following an event.

40.1.5.13

Contractor and CVB shall conduct annual

inventories of all food/beverage equipment,
leasehold improvements, uniforms, and

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smallwares to determine required

replacements, repairs, and adjustments to
any depreciation schedules in force
pertaining to such items.
41

Books and Records: Gross Receipts Defined

41.1

Keeping of Records: The Contractor shall keep true, accurate, complete,

and auditable records of all of the Contractors gross receipts, and
expenses which records shall be separate from all of the other business
records of the Contractor.

41.2

Payment Reports: Contractor shall submit monthly financial reports as

shown in Schedule 2.

41.3

Definition of Gross Receipts: As used in this Contract, the term gross

receipts means and includes the total income of the Contractor and every
other person or entity conducting business in, on, or from the Facilities
including but not limited to the proceeds from all retail and wholesale
sales of food, beverages, and services of any kind whatsoever, for cash,
barter, exchange or credit, regardless of collections; sales from vending
devices; mail or telephone orders received or filled on or from the
Facilities; all deposits not refunded to purchasers; orders taken although
filled elsewhere; fees; commissions; catalog sales; and rental receipts. An
installment or credit sale shall be deemed to have been made for the full
price on the date of sale regardless of when payment is received. Subject
only to the exclusions specified in the immediately following paragraph,

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the full amount received by the Contractor shall be included in its gross
receipts, regardless of whether (a) the Contractor was acting as a
consignee, trustee, or agent for a third party in connection with such sale
or rental, or (b) the Contractor is entitled to retain the full amount received
on such sale as the Contractors own property.

The term gross receipts does not mean or include the amount of money
refunded to and not merely credited to the account of customers who
return or do not accept food and beverage or services sold or
commissioned by Contractor; where such exchange is made solely for the
convenient operation of the Contractors business and not for the purpose
of consummating a sale made in, on, or from the Facilities; returns to
shippers or manufacturers; any discount allowed by the Contractor to
customers; the Ohio State Sales Tax and any other tax imposed by any
government agency directly on sales; and all admission taxes collected by
the Contractor. (Business and occupation taxes are not taxes imposed
directly on sales and shall not be deducted from the amount of gross
receipts reported to the CVB.)
41.4

Definition of Profit/Loss: as defined herein includes full and complete

disclosure pursuant to generally accepted accounting principles (GAAP),
of all revenues whether gross or net and all expenses by specific cost
center category, whether collectable or not. Such statement and

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supporting schedules shall constitute a fully-certified Profit and Loss

Statement.
42

Taxes and Fees

The Contractor shall pay, before delinquency, all taxes, levies, and assessments
arising from its activities on or occupancy of the Facilities, including but not
limited to taxes arising out of the activity or business conducted on the Facilities;
taxes levied on its property, equipment, and improvements on the Facilities; and
taxes on the Contractors interest in this Contract and any leasehold interest
deemed to have been created thereby; and in the event the State of Ohio and/or
the City of Toledo makes any demand upon the CVB for payment of leasehold
excise taxes and/or taxes based upon any possessory interest resulting from the
Contractors occupancy of the Facilities to enforce collections of leasehold excise
taxes, the Contractor shall remit the taxes demanded together with any interest
and penalties associated therewith or, at no expense to the CVB, contest such
collection action and indemnify the CVB for all sums expended by, or withheld
by the State of Ohio from the CVB in connection with such taxation.

43

Payment of Bills, Payroll

The Contractor will promptly notify the CVB regarding all expenses incurred in
the normal operation of the food/beverage services and will indemnify, defend,
and hold the CVB harmless there from. The CVB shall pay such expenses in a
timely and professional manner.

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SECTION V INSURANCE/LIABILITY/INDEMNIFICATION

44

Insurance
44.1

Contractor shall secure and deliver to the CVB not less than thirty (30)
days prior to the commencement of this Agreement and shall keep in force
at all times during the term of this Agreement:
44.1.1

A comprehensive general liability insurance policy in form

acceptable to the CVB covering the Services being
provided hereunder in an amount not less than One Million
Dollars ($1,000,000) combined single limit per occurrence
for bodily injury and property damage. Coverage should
include contractual liability and fire damage legal liability.
the CVB and the Facilities shall be named as additional
insureds under this policy;

44.1.2

A liquor liability insurance policy in form acceptable to the

CVB covering the Services being provided hereunder in an
amount not less than One Million Dollars ($1,000,000)
combined single limit per occurrence. The CVB and the
Facilities shall be named as additional insureds under this
policy;

44.1.3

An excess liability insurance policy in form acceptable to

the CVB covering the Services being provided hereunder in
an amount not less than Ten Million Dollars ($10,000,000)

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for each incident. The CVB and the Facilities shall be

named as additional insureds under this policy;
44.1.4

Comprehensive automotive bodily injury and property

damage insurance in form acceptable to the CVB for
business use covering all vehicles owned/operated by
Contractor, its officers, agents, and employees in
connection with the Services, with a combined single limit
of not less than One Million Dollars ($1,000,000)
(including an extension of hired and non-owned coverage).

44.1.5

Employers liability insurance in an amount not less than

One Million Dollars ($1,000,000) for each incident in form
acceptable to the CVB and workers compensation
insurance for Contractors employees, as required by the
State of Ohio;

44.1.6

A fidelity guarantee insurance policy in form acceptable to

the CVB covering the Services being provided hereunder in
an amount no less than Five Hundred Thousand Dollars
($500,000). The CVB and the Facilities shall be named as
loss payees under this policy; and

44.1.7

Insurance against loss and/or damage to fixtures,

furnishings, equipment, and other personal property upon
the premises by fire or other such casualty as may be
generally included in the usual form of extended coverages

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in an amount equal to the replacement costs of such

property used in this agreement on the premises. Insurance
coverage for business interruption should also be sufficient
to provide for the payment of commission and other costs
during any interruption of Contractors business because of
fire or other cause.
44.2

The following shall apply to the insurance policies described above:

44.2.1

Not less than thirty (30) days prior to the commencement of

this Agreement, Contractor shall deliver to the CVB
certificates of insurance evidencing the existence thereof,
all in such form as the CVB may reasonably require. Each
such policy or certificate shall contain a valid provision or
endorsement stating, This policy will not be canceled or
materially changed or altered without first giving thirty (30)
days written notice thereof of each to the CVB at 401
Jefferson Avenue, Toledo, Ohio 43604-1063. If any of the
insurance policies covered by the foregoing certificates of
insurance will expire prior to the expiration of this
Agreement, Contractor shall deliver to the CVB at least
thirty (30) days prior to such expiration a certificate of
insurance evidencing the renewal of such policy or policies.

44.2.2

The coverage provided under such policies shall be

occurrence-based, not claims made.

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44.2.3

Contractor hereby acknowledges that the coverage limits

contained in any policy, whether such limits are per
occurrence or in the aggregate, shall in no way limit the
liabilities or obligations of Contractor under this
Agreement, including without limitation, Contractors
indemnification obligations under Section 7 below.

44.3

The terms of all insurance policies referred to in this Section 44 shall

preclude subrogation claims against the CVB and the Facilities and their
respective officers, employees, and agents.

44.4

Sub-Concessionaires Concessionaires shall include all SubConcessionaires as insureds under its policies or shall furnish separate
evidence of insurance as stated above for each subcontractor. All
coverages for Sub-Concessionaires shall be subject to all the requirements
stated herein applicable to their profession.

44.5

Contractor shall, throughout the term of this Contract Agreement, require

all of Contractors agents, licenses, or subcontractors providing a service
at the Facilities to provide Contractor and the CVB (if requested) with
certificates of insurance and insurance policies evidencing the same type
of Commercial General Liability Workers Compensation, Employers
Liability, and Commercial Automobile Liability insurance coverages with
limits of no less than required by Contractor by this Contract Agreement.
Said insurance shall include the additional insured endorsement and

132

cancellation language required of the Contractor by this Contract

Agreement.
44.6

The insurance described in above shall be obtained from one or more

insurance companies duly authorized to issue such policies in the State of
Ohio and having a rating of at least A: as rated in Bests Rating Guide or
a successor or substitute rating service accepted by the Contractor and
CVB.

44.7

The placement and storage of personal property in the Facilities or any

other CVB facility shall be the responsibility, and at the sole risk, of the
Contractor.

44.8

The CVB shall notify the Contractor whenever the CVB has a reasonable
belief that the Contractor has failed to secure or maintain insurance as
required by this Contract. Notwithstanding any other provision of this
Contract, after its receipt of any such notice, the Contractor shall not enter
upon the facility until the Contractor has secured and is maintaining
insurance as required by this Contract.

44.9

Contractor shall indemnify, defend, and hold harmless the CVB, the
Facilities, and their respective officers, agents, and employees from and
against any and all losses, claims, damages and expenses (including
reasonable costs of investigation and attorneys fees) (collectively, the
Losses) arising from (i) Contractors failure to comply with any and all
federal, state, foreign, local, and municipal regulations, ordinances,
statutes, rules, laws, and constitutional provisions (collectively the

133

Laws) applicable to Contractors performance of this Agreement, (ii)

any unlawful acts on the part of Contractor or its officers, agents,
employees, or subcontractors, (iii) personal or bodily injury to or death of
persons or damage to the property of the CVB to the extent caused by the
negligent acts, errors, and/or omissions or the willful misconduct of
Contractor or its officers, agents, employees, or subcontractors, or (iv) the
material breach or default by Contractor or its officers, agents, employees,
or subcontractors of any provisions of this Agreement. The indemnity
provisions set forth in this paragraph shall survive the termination of this
Agreement.

134

SECTION VI
LINENS/SMALLWARES AND CSI SECTION 11400
FOOD SERVICE EQUIPMENT

45

Equipment and Smallwares

45.1

The CVB will provide for the use of the Contractor certain fixed
equipment listed in Appendix C. All equipment listed in the Appendix C
shall be the property of the Facilities.

45.2

The CVB shall be responsible for the maintenance and repair of the
Facilities equipment as outlined in Appendix C during the term of this
Contract Agreement. The Contractor will cooperate with the CVBs
maintenance personnel in the development and institution of a
comprehensive preventative maintenance program and shall organize and
institute maintenance contracts on all major pieces of foodservice
equipment to ensure continuous, high-quality, long-term maintenance and
upkeep on this important equipment.

45.3

Other equipment such as office equipment, safe, forklift trucks and

generally non-foodservice specific equipment etc., that is not provided, is
to be provided by the Contractor so as to ensure a full and complete
operating system.

45.4

The Contractor acknowledges that CVBs equipment has been inspected

prior to its use and hereby agrees to accept the food and beverage
equipment, in the condition in which it is found by the Contractor, at the

135

commencement of this Contract Agreement. The Contractor shall

maintain the foodservice facilities in first-class condition and shall
maintain the food and beverage equipment and smallwares in operable and
presentable condition (except ordinary wear and tear) and conduct the
business generally at a high level of cleanliness and neat appearance at all
times. Contractor shall be fully responsible for anything other than normal
repair and maintenance as determined by the CVB in its reasonable/sole
discretion. The CVB shall be sole judge as to the sufficiency of the
cleanliness and neatness of appearance of the premises and equipment
with the power to order any changes or alterations thereto that it may
deem desirable. The Contractor shall return to the CVB the facilities and
equipment in a neat and tidy condition and in good operating order (less
normal wear and tear) at the expiration or other termination of this
Contract Agreement.
45.5

The Contractor shall perform at its sole expense, a physical inventory of

smallwares at least on a quarterly basis. Contractor shall provide the CVB
with the written results of the physical inventory within five (5) business
days of the inventory and shall replace all missing or damaged smallwares
within thirty (30) days of the physical inventory, such replacement being
deemed a Controllable Operating Expense.

45.6

Contractor shall notify the CVBs Designee of the need and reason for
replacement of the CVBs equipment and Contractors utensils and/or

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fixtures used in the handling, preparation and service of all foods and
beverages for written approval before replacing any equipment.
45.7

The Contractor shall, from time to time and with the prior written approval
of the CVB, furnish additional equipment and smallwares as required for
the proper operation of the foodservice program.

45.8

Upon commencement of Contractors operations, the parties shall conduct

a joint inventory and condition survey of the equipment, furnishings, and
fixtures included with the premises occupied and used by the Contractor
and make a written record thereof, with each party indicating by
authorized signature its acceptance of said written record. Any additional
equipment for use in the food/beverage service areas added by the
Contractor must be approved in advance in writing by the CVBs
Designee.

46

Smallwares and CVB Supplied Equipment

46.1

The CVB shall provide any additional smallwares adequate to provide

service in the facilities for special function areas, in dining areas as well as
equipment to service all of the Facilities food/beverage service facilities as
set out herein etc. as specified and purchased by the Contractor with
assistance and final written approval by the CVB. Such equipment
provided by the CVB, shall include but may not be limited to the
following:
46.1.1

Adequate supply of china, including but not limited to

plates, bowls, cups, saucers, water pitchers, and related

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items. Unless otherwise directed by the CVB the china

may have the logo of the Facilities imprinted thereon.
46.1.2

Beverage glassware.

46.1.3

Adequate supply of trays (both service and cafeteria style).

46.1.4

Supply of stainless steel and/or silver plated dining utensils,

including but not limited to: knives, forks, spoons, and soup
spoons.

46.1.5

Ample supplies of back-of-the-house servicewares,

including but not limited to: Kitchen utensils, equipment
cleaning aids, and related items.

46.1.6

Buffet and catering equipment, i.e.: chafing dishes, mobile

carts, servicewares, and related items.

46.1.7

Salt and pepper shakers.

46.1.8

Specialty mobile foodservice equipment/carts.

46.1.9

Other miscellaneous tabletop smallwares as required.

46.1.10

Electronic, computerized point-of-sale cash/inventory

control system with all tie in equipment necessary to
operate fully with CVB and the Facilities computer
systems.

46.1.11

Food service related furniture including but not limited to

tables, chairs, and interior furniture primarily for use in the
areas serving catered events.

138

SECTION VII CLEANING, INSPECTION, AND SANITATION

47

Cleaning, Inspection, and Sanitation

47.1

The Contractor will maintain, at all times, all kitchens and food
preparation and serving areas and all equipment, fixtures, paraphernalia,
material, utensils, and other items therein, in a clean and sanitary condition
and comply with all applicable health and sanitation laws and regulations
in effect where the foodservices areas are located. The Contractor shall at
all times permit and facilitate inspection of the foodservice operation by
the CVB and its representatives and by authorized public authorities.

47.2

The Contractor shall provide the CVB with the following:

47.2.1

A description of the Contractors approach to sanitation

practices.

47.2.2

A description of the Contractors program used to train

employees in proper sanitation procedures.

47.2.3

The Contractor shall comply with all Sanitation

Regulations and Job Inspection requirements attached
hereto.

48

Operations Warewashing
48.1

The Contractor will wash after each use, all non-disposable serviceware,
flatware, glassware, and cutlery to achieve maximum cleanliness and
sanitation. The Contractors washing of glassware and cutlery must
produce spotless drying.

139

48.2

All concession/cash business operations will utilize high-quality

disposable plates, cutlery, and cups. The CVB reserves the right however
to require permanent smallwares, dishes, silverware, glassware, and place
settings to be provided in these and other operations when requested in
writing to the Contractor.

48.3

All catering operations shall utilize permanent smallwares, dishes,

silverware, glassware, and place settings in service to their guests unless
specified, modified, or altered in writing to the Contractor by the CVB.

49

Garbage
49.1

The Contractor shall transport all waste materials, including grease, from
foodservice locations, including the areas within a twenty-five (25) foot
radius of all fixed and mobile concession stands, to the dumpster or
compactor area, as well as transporting recycling materials to recycling
area in a manner and by a route designated by the CVBs Designee. Such
removal shall be made after each event, and all trash handling costs shall
be borne by the Contractor.

49.2

Cost of repair of damage done to floors, walls, windows, or other property

in said radius and other foodservice areas by reason of operation of said
stand and other foodservice areas, will be the responsibility of the
Contractor and not a cost assignable to the CVB. The Contractor must
employ the necessary cleaning personnel before, during, and after the
hours of each event to comply with these provisions subject to approval of

140

the CVB. These personnel will provide cleaning services only during
designated times.
49.3
50

The CVB shall provide sufficient waste receptacles at each location.

Grease
50.1

The Contractor must not discharge any grease into floor drains and must
keep grease in containers for disposal by the Contractor. Contractor is
responsible for the cost of containers and disposal of grease. If the
Contractor fails to comply with this provision, any cost, charge, or
expense involved in opening, cleaning, or repairing of drains shall be paid
by the Contractor and not as a cost of doing business.

50.2

Contractor expressly agrees to comply with all codes, ordinances,

regulations, and laws regarding environmental health and safety matters,
including the use and disposal of chemical or caustic cleaning agents and
the like.

51

Pest Control
51.1

The Contractor shall engage and supervise exterminators to control

rodents and other vermin and pests as is necessary, but at least monthly.
Such extermination services shall be supplied in all areas where food is
prepared, stored, or dispensed. Documentation of such services shall be
retained and provided to the CVB. Should such service be deemed
unsatisfactory by the CVB, the CVB reserves the right to contract for
extermination services and charge back the Contractor for all costs
incurred therein.

141

52

Maintenance Services
52.1

Notwithstanding the Contractors responsibility to maintain the

foodservice facilities at a high level of neatness and cleanliness, the
Contractor shall provide standard janitorial and maintenance services in all
food/beverage service areas. Should these services be deemed
unsatisfactory by the CVB, the CVB reserves the right to contract for or to
directly provide such service and duly charge the Contractor for same.
Such costs shall not be considered a Controllable Operating Expense.
This is to be clarified and agreed to in detail in operating memorandum.

142

SECTION VIII LETTER OF CREDIT

53

Letters of Credit
53.1

As an alternative to the furnishing of the various bonds required herein,

the CVB at its option may agree to accept irrevocable letters of credit from
a bank or banks organized pursuant to laws of the United States of
America and domiciled in the State of Ohio which shall be for an amount
not less than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00)
for the Performance Bond available by draft of the CVB at sight to be
accompanied by the signed statement of the CVB in duplicate certifying
that the Contractor has failed to faithfully perform any obligation assumed
by, or imposed upon said Contractor by this Contract Agreement, which
letters of credit shall be delivered to the CVB prior to the commencement
date of this Contract Agreement. Contractor agrees that in the event of
cancellation or termination of said letter or letters of credit new letters of
credit or bond effecting the same guarantees to the CVB shall be furnished
by Contractor to the CVB prior to the effective date of such cancellations
or terminations.

53.2

Contractor herein agrees that under no circumstances shall the CVB be

liable for damages to Contractor in the event that the CVB should issue a
draft or drafts against said letter or letters of credit in an amount or
amounts over and above those which may ultimately be declared to be the
actual liability of Contractor to the CVB.

143

54

Surety
54.1

The performance bond as herein below provided shall be furnished

throughout the life of this Contract Agreement, and all premiums for these
shall be paid by the Contractor. Contractor agrees that in the event of
cancellation or termination of said bond or bonds, a new bond or bonds, or
letters of credit effecting the same guarantees to the CVB shall be
furnished by Contractor to the CVB prior to the effective date of such
cancellations or terminations.

54.2

Each such letter or letters of credit shall be provided with the following
certification: TO THESE PRESENT NOW COMES AND
INTERVENES: a surety corporation organized and existing under and
pursuant to the laws of the state of ____________________, having its
principal office in the city of ________________, appearing herein
through ____________________, herein duly authorized to act pursuant
to the Power of Attorney conferred upon him/her, a duly certified copy of
which is annexed hereto and made part hereof, which corporation binds
and obligates itself jointly, severally and in solido with said TO AND IN
FAVOR OF THE TOLEDO-LUCAS COUNTY CONVENTION
CENTER AUTHORITY AND VISITORS BUREAU, INC. (THE CVB)
for the faithful performance by said Contractor of all obligations assumed
by, or imposed upon said Contractor by this Contract Agreement,
including all payments due by Contractor to the CVB and the CVB
hereunder; provided, however, that the obligation of the aforesaid surety

144

shall not exceed the sum of _________________________. The condition

of this Contract Agreement on the part of the aforesaid surety is such that
if the said Contractor shall perform and abide by all of the obligations
assumed by, or imposed upon, said Contractor by this Contract
Agreement, including the payment of such charges as aforesaid, then this
obligation shall be null and void and of no effect; otherwise it shall remain
in full force and effect. Additionally application and payment bonds as
previously described herein shall be due and payable at time of proposal
application.

145

SECTION IX FEES

55

Fees
55.1

In accordance with the attached Schedule 3, Proposed Fee Schedule,

attached hereto, the CVB shall pay to the Contractor by the 10th day of
each calendar month of the term of this Contract Agreement, fees as
defined herein, and shall be computed and stated separately pursuant to the
following provisions.

55.2

CVB will be paid a one twelfth (1/12) share of the contracts annual
contractor guarantee or the actual portion of profit due from monthly
operations, whichever is greater, within fifteen (15) calendar days
following each month of the term, according to the schedule of guarantees
due. At the conclusion of each fisc0al year, a reconciliation will be
accomplished within thirty (30) days after the last month of the fiscal year.
The difference of funds paid to the CVB versus annual guarantee due the
CVB, will be paid in full to CVB, if not already done so, at that time.

55.3

The first such payment shall be on ________, covering the period from
commencement of this Contract Agreement through ____________ and
the last or final payment shall be due no later than ten (10) days after
expiration or termination.

55.4

Each years fees shall be treated as isolated events and as a separate charge
for accounting purposes. No previous payments or credits from any prior

146

or past years shall be credited or subtracted from the amount of the annual
fees due and payable as required herein.
55.5

In addition to fees as defined herein, CVB shall provide Contractor with

all fixed, mobile, and accessory equipment and smallwares required to
operate the Facilities as defined herein.

147

SECTION X DEFAULT

56

Bankruptcy
56.1

Should the Contractor during the term of this Contract Agreement make
any assignment for the benefit of its creditors or voluntarily or
involuntarily be declared bankrupt or terminated or if a receiver or
liquidator shall be appointed to administer the Contractors affairs, this
Contract Agreement shall, at the sole discretion of the CVB, be
automatically and without notice canceled and terminated as of the date of
such assignment or as of the date upon which a custodian, receiver,
trustee, or liquidator is appointed.

56.2

If such improvements, fixtures, facilities, and structures which are

required by the CVB to be removed from the premises and substantially
all trash, stocks of materials, supplies, tools, etc., place on the premises by
the Contractor or the Contractors agents, have not been removed by the
Contractor by the date of termination, it will be the option of the CVB:
56.2.1

To collect liquidated damages until the said facilities,

buildings and structures, trash, stocks of material, supplies,
tools, etc., have been removed by the Contractor.

56.2.2

Or to remove the same at the Contractors cost, risk, and

expense; and

56.2.3

Or to retain or dispose of the same or any part thereof,

without payment or reimbursement to the Contractor,

148

unless other arrangements have been made in writing,

between the CVB and the Contractor with regards to the
removal thereof.
57

Non-Waiver
57.1

No condoning, excusing, or overlooking by the CVB of any default,

breach or non-observances by the Contractor at the time or times in
respect of any covenant, proviso, or condition herein contained shall
operate as a waiver of the CVBs rights hereunder in respect to any
continuing or subsequent default, breach or non-observance, or operate so
as to defeat or affect in any way the rights of the CVB in respect of any
such continuing or subsequent default or breach and no waiver shall be
inferred from or implied by anything done or omitted by the CVB save
only an express waiver in writing. All rights and remedies of the CVB in
this Contract Agreement contained shall be cumulative and not alternative.

58

Waiver of Subrogation
58.1

Contractor, its agents, employees, and insurer(s) hereby releases the CVB,
its agents, and assigns from any and all liability or responsibility including
anyone claiming through or under them by way of subrogation or
otherwise for any loss or damage which Contractor, its agent, or insurers
may sustain incidental to or in any way related to Contractors operation
under this Contract Agreement.

149

59

Laws to Apply
59.1

This contract is entered into in Toledo, Ohio, and shall be governed,

interpreted, and enforced in accordance with the laws of the State of Ohio.
The parties agree that the exclusive venue for any claims or actions arising
under or in relation to this contract and the rights, responsibilities, and
duties of the parties hereunder shall be solely in the State of Ohio.

150

SCHEDULES 1,2,3,4,5, and 6, Appendices A C attached form an integral part of this Contract
Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Contract Agreement under
seal.

SIGNED, SEALED, AND DELIVERED

THE TOLEDO-LUCAS COUNTY

CONVENTION CENTER AND VISITORS
BUREAU, INC. (CVB)

PRESENCE OF:

Per
(Witness Signature)

Date
[CORPORATE SEAL]

[CONTRACTOR]

Per
Per
(Witness Signature)
Date

(Corporate Seal)

151

SCHEDULE 1
WAGE SCHEDULE

List estimated wages payable to the Contractors personnel as part of this Agreement.
STAFFING SCHEDULE

No.

Employee
Position

Working
Hours
Per Week

Wage
Per Hour

Total Wages
Exc. Benefits

152

Benefits
as a % of
Total Wages

SCHEDULE 2
FINANCIAL FORMAT FOR OPERATIONAL SUBMITTAL PURPOSES
FOOD AND BEVERAGE SERVICES
%
SALES
Food Service and Non-Alcoholic Beverages

Catered and Special Functions

Mobile/Fixed Concession Operations

Other
Alcoholic Beverage Services

Catered and Special Functions

Mobile/Fixed Concession Operations

Other
Third Party Sales

Branded Concessions
OTHER SALES

Vending Machines (if any)

Backstage Catering (non-exclusive)

TOTAL FOOD, BEVERAGE,
& VENDING SALES
COSTS
Food Service and Non-Alcoholic Beverages

Catered and Special Functions

Mobile/Fixed Concession Operations

Alcoholic Beverage Services

Catered and Special Functions

Mobile/Fixed Concession Operations

Third Party Sales

Branded Concessions
OTHER COSTS

Vending Machines (if any)

153

Amount ($)

TOTAL FOOD, BEVERAGE &

VENDING COST OF SALES
TOTAL GROSS PROFIT
TOTAL INCOME
CONTROLLABLE EXPENSES
Payroll
Employee Benefits
Employee Meals
Direct Operating Expenses

Replacement

Insurances

Extermination

Janitorial & Paper

Laundry & Uniforms

Telephone & Office

Ice

Miscellaneous (list)
Music and Entertainment
Advertising and Sales Promotion
Utilities
Administrative and General
Repairs and Maintenance
Miscellaneous Expenses
TOTAL CONROLLABLE EXPENSES
PROFIT BEFORE COMMISSIONS
PROFIT BEFORE DEPRECIATION
Depreciation (Equipment/Other)
Fees
OPERATING PROFIT
Additions to or Deductions from Profit
NET PROFIT

154

SCHEDULE 3
PROPOSAL FORM

Proposal of:
Address:
Date:
To:

The Toledo-Lucas County Convention Center and Visitors Bureau, Inc.

(the CVB)

The undersigned hereby offers to enter into the Food/Beverage Contract Agreement for
the Seagate Convention Centre and the Huntington Center, Toledo, Ohio for the specific
areas serviced with food and beverage services as enumerated herein, under the terms and
conditions set forth in said Contract Agreement, in this Proposal Form and in the attached
Instructions to Proposers, for a term of seven (7) years commencing on July 1, 2012,
through June 30, 2019, with agreement to provide services for management fees as
proposed below and defined herein in accordance with the Food and Beverage Contract
Agreement and this Proposal Form, for each contract year, the fee amounts noted on the
proposal chart attached. The base management fee will be for $______________ /year or
an average management fee of _______% of gross sales, whichever is less, payable by
the CVB to the Contractor, monthly in arrears. In addition an incentive management fee
will be available to the Contractor whose total compensation shall not exceed
$_________/year or _____% of net operating profit, whichever is less, defined as
follows:

155

1.

Attainment of minimum blended fixed and mobile thematic concession per caps
of $5.75 in Year One, escalated by 4.5% per year over each of the annual contract
periods.

2.

An annual average product cost over all facilities not to exceed 29.5% - based on
total revenues (less taxes) divided by the actual product costs as defined above.

3.

An annual average payroll cost over all facilities including benefits and associated
payroll taxes not to exceed 25.0% for cash concession operations and 32.0 % for
all banquet/catering/services associated with this contract. This will include all
payroll costs both variable and fixed including benefits and associated payroll
taxes for payroll directly related to serviced events. These costs include staff and
on-site full-time management. To arrive at this percentage, total revenues (less
taxes) will be divided by the payroll costs.

4.

Results of an annual operational audit conducted by an independent, third party

food/ beverage facilities consulting firm mutually agreeable to both parties and
paid for equally by both parties. Such audit results shall show a minimum score
of 85 points out of a possible 100 points attainable to qualify for this incentive
award. The type, style, basis and detail of such audit to be determined and
mutually agreed upon by both parties prior to commencement of such activities
during Year One of the term of this contract. Such audit shall occur anytime after
month seven into each contract term year. The cost of such audit shall be paid for

156

by the CVB and Contractor equally and shall not be considered an expense under
the contract.
5.

If one of these incentives is met, Concessionaire will receive twenty-five (25)

percent of the annual Incentive Management Fee, if two incentives are met the
Concessionaire will receive fifty (50) percent of the fee, if three incentives are
met, the Concessionaire will receive seventy-five (75) percent of the fee and if all
four incentives are met Concessionaire will receive one hundred (100) percent of
the Incentive Management Fee.

The Incentive Management Fee shall be paid annually by the CVB in arrears,
shall be invoiced at the end of each agreement year after the final results of the
audit are tabulated and presented to both parties, and shall be paid within thirty
(30) days of annual operational financial reconciliation; however, efforts shall be
made to complete the annual audit within ninety (90) days of the end of each
agreement year.

Important Note:
Incentive fees are payable annually as noted above only if a net operating annual
profit is realized and after a minimum annual guarantee payment is paid to the
CVB totaling $1,250,000.00/year in Year 1 of the contract, escalated by 2.0% per
annum throughout the course of the contract term.

157

Additionally, the CVB will require the following:

1.

Contractor to provide the Seagate Convention Centre and the Huntington Center
and CVB employees food and beverage services at Actual Cost (food plus labor)
at designated on-site facilities.

2.

Proposals shall include agreement to provide a Capital Reserve Fund equal to 1.5
percent of Annual Gross Sales to fund repair, maintenance, and replacement of
food/ beverage service equipment, smallwares, computerized point-of-sale
systems, and other leasehold improvements directly associated with the
food/beverage service program. Such funds shall be placed in an interest bearing
account owned by the CVB to be used only under written direction and approval
of the CVB. Any funds unused during any year shall be carried forward with
interest until the end of the agreement at which time all unused funds shall
immediately become the property of the CVB.

3.

Investment an investment in the Seagate Convention Centre food/beverage

equipment and facilities and selected areas/equipment at the Huntington Center,
will be required. The minimum aggregate amount acceptable for this purpose will
be $500,000, however each proposer is requested to exceed this in its bid, as
investment provided will be one of the Selection Committee review issues in its
final determination of the successful proposer. Such equipment will be
depreciated on a seven (7) year straight-line depreciation basis with buyout
protection provided. Thus, please prepare an investment bid accordingly as part
of your proposal.

158

The terms and conditions of this proposal are agreed upon on this ______ day of the year
20__.

BY:
SIGNATURE:
TITLE:
COMPANY:
ADDRESS:

DATE:
PHONE:
FAX:

WITNESS (SIGNATURE)

TYPED NAME - TITLE

(CORPORATE SEAL)

159

OWNER SUPPLIED EQUIPMENT LIST

Smallwares adequate to provide service in special function dining areas at the facilities as
well as other equipment to service the Facilities food/beverage system etc. as specified
and purchased by the Owner. These shall include the following:

1.

Adequate supply of china, including but not limited to: plates, bowls, cups,
saucers, water pitchers, and related items. Unless otherwise directed by the CVB,
the china may have the logo of the Facilities imprinted thereon.

2.

Beverage glassware

3.

Adequate supply of trays.

4.

Supply of stainless steel and/or silver-plated dining utensils, including but not
limited to: knives, forks, spoons, and soup spoons.

5.

Ample supplies of back-of-house service wares, including but not limited to:
kitchen utensils, equipment cleaning aids, and related items.

6.

Buffet and catering equipment i.e.: chafing dishes, mobile carts, service wares,
and related items.

160

7.

Specialty mobile foodservice equipment/carts.

8.

Electronic, computerized point-of-sale cash/inventor control system with all tie-in

equipment necessary to operate fully with CVBs computer systems.

161

SCHEDULE 4
MINIMUM FOOD PURCHASE SPECIFICATION REQUIREMENTS

BEEF
Heifer or Steer

USDA Top Choice

3 or under
Fresh of Frozen
Chuck, 20% fat content

VEAL
Calf

GRADE:
YIELD:
CONDITION:
GROUND
BEEF:
GRADE:
YIELD:
CONDITION:
GRADE:
CONDITION:

LAMB
Under one year old

GRADE:
CONDITION:

USDA Choice
Fresh or Frozen

POULTRY

GRADE:
CONDITION:

FISH & SHELLFISH

GRADE:
CONDITION:

EGGS

GRADE:
SIZE:
CONDITION:
GRADE:

USDA Inspected Grade A

Hens Fresh or Frozen
Fryers Fresh or Frozen
Duckling Fresh or Frozen
Turkey Breast Fresh or
Frozen
When graded A,
otherwise top quality Fresh
when available, frozen if
cost and availability warrant
USDA A, 100% candled
Large
Fresh
USDA AA

MILK & MILK

PRODUCTS

GRADE:

US Grade A pasteurized

NONFAT DRY MILK

GRADE:

US Extra

FRESH VEGETABLES &

FRUITS

GRADE:

Minimum 12% milk fat, 80100% overrun

US No. 1 or better

FROZEN VEGETABLES

GRADE:

PORK

BUTTER

US No. 1
1
Fresh or Frozen
USDA Choice
Fresh or Frozen

BULK ICE CREAM

162

CANNED FRUIT

GRADE:

CANNED VEGETABLES

GRADE:

DRY GOODS

RICE:
BEANS:
At the CVBs approval

BAKED PRODUCTS
PURCHASING
SPECIFICATION

US Grade A or Fancy in
heavy syrup
US Grade A or Fancy
Fancy or US No. 2
Grade A

Proposers must submit a written purchasing specification

for each of the sample items listed below. At least three
(3) of the meat specifications must be for meat items
specified in the recipes to be submitted for this Contract
Agreement.
Portion cut beef item
Beef roast item
Pork rib item
Poultry item
Lamb item
Veal (calf) item
Fresh fruit item
Frozen vegetable item
Canned fruit item
Non-food item

163

SCHEDULE 5
MINIMUM OPERATING STANDARDS REQUIREMENTS

A detailed product branding plan utilizing a series of national, regional, and local
branded products both as singular entities and as products marketed under another
umbrella name.

A high level of personal service to guests as evidenced by the following:

(a)

No greater than a 1:150-1:175 POS ratio of the number of

POS stations to guests at the Facilities as evidenced by a
written plan noting all locations and number of POS and
strategy to accomplish this goal.

(b)

Qualified management team at all venues minimal

qualifications of all managers presented should include at
least five (5) years of senior food management
responsibility in the convention center/performing arts
center field, degrees in hotel/ restaurant management from
recognized colleges/universities in that field, and a highquality service plan that meets or exceeds same at other
similar very high-quality service facilities.

A professional uniform plan for each of the venues serviced presented in written
and graphic form with budgeted costs noted.

A qualified management staff as detailed to every degree herein.

164

5.

Ongoing service training and detailed information supporting this in TIPS,

TEAM, HACCP, etc. programs.

6.

Demonstrated ability to develop maximum gross receipts and potentials from

similar-type operations. This demonstration shall demonstrate per capita receipts
over at least five (5) consecutive operating seasons at the following levels:

Special function services extensive catering menus for breakfast, lunch,

and dinner showing local market pricing and cost justifications for same

Cost and control results in similar operations generating at least

$5,000,000 per year in food/beverage receipts over the past five (5)
consecutive years as follows:
Labor cost not greater than 25.0% of gross sales blended average

for mobile and fixed concessions operations (excluding taxes) and

32.0% blended average of gross sales for all banquet/catering
services (excluding taxes) under this contract
Food cost not greater than 29.5.0% blended average all areas

where food is served

*

Above results to be certified via audited Statements for facilities

currently in operation by an outside, professional accounting
firm.

165

SCHEDULE 6
SANITIATION REGULATIONS AND PROJECT INSPECTIONS

REGULATIONS
The following shall establish the minimum sanitation guidelines to be followed by the
Contactor:

1.

The Sanitation Code of the U.S. Food Service Industry as published by the
National Restaurant Association.

2.

All State of Ohio Acts and Regulations governing foodservice operations

sanitation.

3.

All applicable Regulations of the City of Toledo and its Health Department.

4.

All applicable Federal Government Acts and Regulations.

5.

Appropriate voluntary codes and guidelines established by trade associations and

other groups operating within the food industry.

6.

Any specific guidelines established by the CVB and set out herein or from time to
time through memoranda from the CVB to the Contractor.

166

PROJECT INSPECTIONS

1.

Formal inspections of the foodservice facilities may be conducted a minimum of

four (4) times a year (January, April, July, October) by the CVBs Designee,
accompanied by the Contractor.

2.

Semi-formal inspections of the foodservice facilities are to be conducted at

selected intervals by the Contractor and the CVBs Designee. A formal inspection
checklist is to be prepared and completed by the Contractor and submitted to the
CVB not later than three (3) working days following the inspection. A complete
report of corrective measures taken or to be taken for any deficiencies noted
should accompany the inspection report.

3.

Informal inspections of the foodservice facilities are to be conducted daily by the

Contractor with immediate corrective measures taken for any deficiencies noted.

167

APPENDIX A
THE SEAGATE CONVENTION CENTRE AND HUNTINGTON CENTER
FOOD/BEVERAGE OPERATIONS CONTRACT
AFFIDAVIT
State of
County of

, ss:

being first duly sworn, deposes and

says that he is the ____________________ of _________, with offices

(Title)
located at ___________________________, and its duly authorized representative states that effective this
(Address of Contractor)
____ day of _________________, 20___, (date of submission of bid) the
()

()

(Name of Contractor)
is not charged with delinquent personal property taxes on the general list of
personal property in Lucas County, Ohio, or any other cities or counties
containing property in the taxing districts under the jurisdiction of the Auditor of
Lucas County, Ohio
is charged with delinquent personal property taxes on the general list of personal
property in Lucas County, Ohio, or any other cities or counties containing
property in the taxing districts under the jurisdiction of the Auditor of Lucas
County, Ohio
Amount (include total amount
and any penalties and interest
thereon)
$
$
$
$
(Affidavit)

Sworn to and subscribed this _____ day of ______________, 20__.

(Notary Public)
My Commission Expires:
__________, 20__.

APPENDIX B
OPERATING DATA

APPENDIX C
FOOD SERVICE EQUIPMENT LIST AND PLANS

The existing Foodservice Equipment List and Reduced Plans are provided herein for reference
purposes these are enclosed separately as an enclosure to the RFP.

INSTRUCTIONS TO PROPOSERS, PROPOSAL BID FORMS

BUSINESS QUESTIONNAIRE, SAMPLE CONTRACT FOR SERVICES
AND OTHER RELATED DOCUMENTS

Prepared By:
THE TOLEDO-LUCAS COUNTY CONVENTION AND VISITORS BUREAU, INC.

For the:
FOOD/BEVERAGE OPERATIONS AGREEMENT

At:
THE SEAGATE CONVENTION CENTRE AND THE HUNTINGTON CENTER ARENA
TOLEDO, OHIO

PART 2 OF 2

DECEMBER 2011