CONCESSION LICENSE AGREEMENT
THIS CONCESSION LICENSE AGREEMENT (“Agreement”) is entered into this
_______
day of _____, 2013, between ARAMARK EDUCATIONAL SERVICES, LLC, a
Delaware limited liability company, having its principal place of business at ARAMARK Tower,
1101
Market
Street,
Philadelphia,
PA
19107
(“ARAMARK”),
and
_______________________________, a non-profit, tax-exempt organization, having an
address of ____________________________________ (the “Group”).
W I T N E S S E T H:
WHEREAS, ARAMARK has been granted the exclusive right to operate and manage
concessions and other services at certain public event facilities (together, the “Facilities”)
located on the campus of the University of Cincinnati (“Client”) in Cincinnati, Ohio.
WHEREAS, ARAMARK and the Group desire that the Group enter into this
Concession License Agreement pursuant to which it shall act as a sublicensee of ARAMARK at
the Facilities in connection with the operation of certain services in accordance with the terms
and conditions set forth below;
WHEREAS, Group represents that it is a non-profit, tax-exempt Group as defined in
Section 501 of the Internal Revenue Code; and
WHEREAS, Group has requested that ARAMARK permit Group to engage in fund
raising for civic, charitable, religious, or educational purposes through the conduct of
concessions operations at the Facilities.
NOW, THEREFORE, ARAMARK and Group agree as follows:
1.
CONCESSIONS OPERATIONS.
Group will conduct concessions operations
(“Concessions Operations”) during events at the Facilities in such locations (the “Concession
Locations”) and selling such products as ARAMARK may designate from time to time and
otherwise in accordance with ARAMARK’s instructions. The Concessions Operations shall be
conducted in a courteous, efficient and safe matter and at all times in compliance with
applicable laws.
2.
EQUIPMENT. The Group will be expected to treat equipment and supplies with care.
Group shall be responsible for the repair and/or replacement of all equipment and supplies
damaged by Group through its negligence in the Concession Locations.
3.
CLEANING RESPONSIBILITIES. Group shall be responsible for maintaining high
standards of sanitation in the Concession Locations and surrounding areas and for routine
cleaning in all such areas. Group will be responsible for trash and garbage removal to a
designated point of central pickup in accordance with ARAMARK’s instructions.
4.
TERM. This Agreement shall commence as of July 1st, 2013 and terminate June 30th,
2014, unless otherwise terminated as provided for elsewhere herein. Subject to the Group
completing an updated Exhibit “A” each year thereafter, this Agreement shall automatically
renew for additional terms of one (1) year each. Notwithstanding anything to the contrary
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contained elsewhere in this Agreement, in the event the management agreement with the Client
expires or is terminated by such Client or ARAMARK, this Agreement shall automatically
terminate without any further action on the part of ARAMARK, such Client or Group, as of the
date of such expiration or termination of such management agreement.
5.
MINIMUM PARTICIPATION REQUIREMENTS. Group shall conduct Concessions
Operations in accordance with the participation guidelines set forth below:
FACILITY

Nippert Stadium

Fifth Third Arena

Marge Schott Stadium

Gettler Stadium

Sheakley Athletic Complex
PARTICIPATION REQUIREMENTS
 Work all events scheduled and agreed
upon.
 Attend a Food Safety class having at least
two trained leaders per event.
 Must wear uniform supplied by ARAMARK
at each event (shirt, hat ($10 fee) and
apron
and
safety
equipment
(if
applicable), as well as the portion of the
uniform not supplied by ARAMARK (solid
black pants, and closed heeled and
closed toed shoes).
 Must show up at the specific time
assigned with the agreed-upon number of
volunteers expected.
 Work at all Facilities throughout the entire
year.
6.
PRODUCTS. ARAMARK shall supply Group with all products to be sold by Group at
the Facilities. Group shall be responsible for any loss, damage or theft of products in Group’s
possession. ARAMARK may deduct the retail value of any lost, damaged or stolen products
from the commissions otherwise payable to Group. If Group causes an excessive amount of
product waste or spoilage during an event, as determined by ARAMARK, in consideration of the
services and products provided to Group by ARAMARK, Group will be charged a flat fee of
$25.00 plus the retail value of the wasted or spoiled product.
7.
PAYMENT.
A.
Commission. In consideration of its conduct of the Concessions Operations,
Group shall receive a payment for each event at which Group operates pursuant to the terms of
this Agreement:
(i)
A commission which shall be based on a percentage of net receipts (“net
receipts" are defined as gross receipts less applicable state and local sales taxes) from the sale
of products at designated Concession Locations, which percentage shall be determined by
ARAMARK and determined in accordance with the following table:
CONCESSIONS LOCATIONS
PERCENTAGE
Food and non-alcoholic beverages
10%
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CONCESSIONS LOCATIONS
PERCENTAGE
Alcoholic beverages
Vending food and non-alcoholic
beverages
6%
15%
(ii)
If the aggregate commission (calculated as set forth above) at a
concession location for an event falls below $35.00 per person, Group shall be entitled to a
minimum payment of $35.00 per person worked for such event (prior to any deductions if
applicable).
B.
Method of Payment.
All sums received by Group from the Concessions
Operations will be turned over to ARAMARK on the same day as received. ARAMARK shall
calculate the commissions payable to Group after deducting applicable sales taxes and any
cash or inventory shortages occurring in the course of the Concessions Operations.
C.
Tip Jars Prohibited. Tip jars are prohibited at any and all Concessions
Locations. ARAMARK may terminate this Agreement immediately in the event Group violates
this prohibition.
A.
8.
SCHEDULING GUIDELINES. During the term of this Agreement, Group
is required to work all the events agreed upon by ARAMARK and Group. Group shall submit to
ARAMARK in writing, via e-mail or fax, a list of names for volunteers for each event Thursday
prior to the event date.
9.
VOLUNTEERS.
A.
Group shall provide a sufficient number of volunteers, as directed by ARAMARK,
to serve the Concessions Operations at each event. Group’s volunteers shall arrive at times
designated by ARAMARK for each scheduled event. No volunteer shall be less than 18 years
of age (or such other age specified by ARAMARK in its sole discretion). No volunteer engaged
in the Concessions Operations on Group’s behalf shall, under any circumstances, be deemed
to be an employee of ARAMARK, and Group shall so advise each such volunteer in writing in
advance. ARAMARK requires that prior to each event, each volunteer for such event shall sign
and deliver to ARAMARK a statement of acknowledgement that he/she is providing time and
effort for the benefit of Group, without intention of receiving wages and benefits. ARAMARK
shall not be required to pay any wages, nor to extend any employment benefits, to such
volunteers, and Group agrees to indemnify ARAMARK from any and all claims made by its
volunteers for any wages or benefits of any kind or nature. In addition, Group shall not provide
any compensation or benefits to its volunteers of any kind or nature in regard to their services
hereunder, including, without limitation, reimbursing volunteers for their costs and expenses,
such as childcare or transportation.
B.
Group shall provide two leaders for each event to be responsible for supervising
Group’s volunteers. ARAMARK’s managers will communicate directly with such leaders with
regard to the Concessions Operations. If a leader arrives later than one-half hour after the
scheduled check-in time for Group’s volunteers, ARAMARK shall have the right to cancel
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Group’s Concessions Operations for the event and replace Group with a back-up group. The
Group’s information is identified in Exhibit “A” attached hereto and made a part of.
C.
Staffing levels shall be determined by ARAMARK in its sole discretion. In the
event that Group fails to provide the requisite number of volunteers by the designated time for
any event, ARAMARK will provide workers to make up the shortage.
D.
If ARAMARK determines, in its sole discretion, that Group is no longer required
during the course of an event, ARAMARK may terminate Group’s Concessions Operations
immediately for the event and adjust the payment due to Group accordingly.
E.
Group may sell alcohol for commission only after each member of the Group
who seeks to sell alcohol has taken and passed the TIPS or TEAM training course and all such
Group members have received an orientation on ARAMARK’ s policies and procedures with
regard to the service of alcohol.
10.
RULES AND REGULATIONS. Group shall comply with all rules, regulations, and
policies established by ARAMARK for all Facilities for the conduct of Concessions Operations
including, without limitation, all applicable Federal, State and local laws and regulations.
11.
TERMINATION. ARAMARK may terminate this Agreement with written notice in the
event Group fails to observe or perform any provision of this Agreement, which notice shall be
effective immediately. ARAMARK may terminate this Agreement immediately in the event of
the following:
A.
If Group fails to provide all volunteers at the minimum age requirement;
B.
If Group fails to conduct the Concessions Operations for which it commits;
C.
Location;
D.
If Group fails to comply with the prohibition of tip jars at any Concessions
If Group member(s) use cell phone in excess; or
E.
If any Group member fails to comply with any rules and regulations of the
Facilities, as well as other applicable Federal, State and local laws and regulations.
In the event this Agreement is terminated by ARAMARK, members of that Group may not, at
ARAMARK’s sole discretion, be allowed to conduct Concessions Operations for any other
Group under any other Group name.
In addition, ARAMARK may terminate this Agreement at any time without cause upon
ten (10) days prior written notice to Group.
12.
INSURANCE.
A.
Group’s Right to Obtain Separate
adequate insurance coverage for its operations in
combined single limit for third party bodily injury
property damage and shall include ARAMARK and
Insurance Policy. Group shall maintain
the amount of $1,000,000 per occurrence
and personal injury (including death) and
Client as additional insureds with coverage
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on a primary and non-contributory basis over any insurance maintained by ARAMARK. Group
shall provide a certificate of insurance to ARAMARK upon execution of this Agreement and at
least thirty (30) days prior to the expiration or any cancellation of the policy. If alcoholic
beverages are served by the Group, Group’s insurance must include liquor liability coverage.
B.
Coverage by ARAMARK Policy. Notwithstanding the foregoing, in the event
Group cannot, on its own, obtain adequate insurance coverage, using commercially reasonable
efforts, ARAMARK will provide General Liability insurance, including liquor liability where
applicable, covering the Group in the amount of $1,000,000 per occurrence combined single
limit for third party bodily injury and personal injury (including death) and property damage (the
“ARAMARK Policy”). Group must provide immediate notice to ARAMARK in the event of any
incident or circumstances of bodily injury, personal injury (including death) or property damage
including any and all oral and written notices, demands and claims that Group may receive or
become aware of. Group shall cooperate with ARAMARK, its agents and representatives in the
investigation, defense and settlement of any and all claims arising under the ARAMARK Policy.
13.
INDEMNIFICATION. Group shall indemnify and hold ARAMARK and Client harmless
from any and all claims, litigation, damages, losses, or expenses (including attorney’s fees)
arising from Group’s activities at the Facilities and for injury or damage to any persons or
property by reason of any of the foregoing, except to the extent directly caused by sole
negligence of ARAMARK and/or Client.
14.
CANCELLATION.
ARAMARK shall have the right to cancel Group’s Concessions
Operations for a particular event or events. ARAMARK will use reasonable efforts to provide
forty-eight (48) hours notice of such cancellation. Group shall give ARAMARK at least one (1)
week notice that Group intends to cancel an event at which it is scheduled to conduct
Concessions Operations. If Group fails to give adequate notice of cancellation, Group may be
subject to charges or termination of this Agreement. Group shall give ARAMARK at least one
(1) week notice that Group intends to cancel an event at which it is scheduled to conduct
Concessions Operations.
15.
CLEANING. Group will be charged $50.00 per occurrence plus $15.00 per hour for
cleaning, if a concession area assigned to Group is not left in a satisfactory condition.
ARAMARK may deduct such amounts from commissions otherwise payable to Group.
16.
DAMAGE.
by its volunteers.
payable to Group.
Group shall be responsible for any damage to its concession areas caused
ARAMARK may deduct such amounts from the Commissions otherwise
17.
TRAINING. Any Group that has not previously conducted Concessions Operations at
the Facility shall cause its volunteers to undergo a training program consisting of, at
ARAMARK’s option, from one (1) to five (5) actual events and/or orientation sessions involving
Concessions Operations, cash handling, and proper inventory management procedures.
ARAMARK may require that volunteers undergo a retraining program consisting of from one (1)
to three (3) actual events.
18.
UNIFORM. All Group volunteers must wear the uniform designated by ARAMARK. Any
volunteer that fails to follow ARAMARK’s dress code will not be allowed to volunteer.
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A.
ARAMARK.
B.
Each Group will receive adequate amounts of shirts, hats and aprons from
Group leaders are responsible for said items.
C.
If on event day a Group member does not have on his or her proper attire, Group
will have to purchase missing uniforms for each person without said uniform. The cost of a
replacement hat will be $10.00 and a replacement shirt or apron not returned will be $25.00.
The total amount will be deducted from Group’s final payment for that event.
19.
TAX EXEMPT STATUS. Group represents and warrants to ARAMARK that it is, and
shall remain throughout the term of this Agreement, a non-profit, tax-exempt entity as defined in
Section 501 of the Internal Revenue Code. Upon the request of ARAMARK, Group shall
provide ARAMARK with evidence of such status which must be reasonably satisfactory to
ARAMARK.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly
authorized representatives the day and year first set forth above.
ARAMARK EDUCATIONAL SERVICES, LLC
(“ARAMARK”)
By:______________________________
Anthony Parnigoni
Vice President
__________________ (“Group”)
By:______________________________
Name:
Title:
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GROUP INFORMATION SECTION
EXHIBIT “A”
Concessions License Agreement – July 1, 2013 to June 30, 2014
Amendments & Additions to Contract Sections:
2.
EQUIPMENT. All equipment checked out at such event shall be checked back in at the
conclusion of such event, wherein if such equipment is not checked back in, the Group shall be
charged for the cost of its replacement.
5.
MINIMUM PARTICIPATION REQUIREMENTS. Attend a Food Safety class having at
least two trained leaders per event and having at least one trained leader per stand per event.
6.
PRODUCTS. ARAMARK may deduct such amounts from the commissions otherwise
payable to Group. It is the responsibility of the Group to carefully verify all beginning and
ending inventories and notify the appropriate ARAMARK supervisor immediately if there are any
variances.
7.
PAYMENT.
B.
Method of Payment.
All sums received by Group from the Concessions
Operations will be turned over to ARAMARK on the same day as received. After each event,
ARAMARK shall have the right to perform an audit of all of Group’s stands open during such
event and/or day, which audit shall include a balancing of inventory sales with cash and credit
card sales in connection with Group’s Concessions Operations. ARAMARK shall calculate the
commissions payable to Group after deducting applicable sales taxes and any cash or inventory
shortages occurring in the course of the Concessions Operations. In the event the cash
deposited from the Group’s respective stand is less than the total retail value of all items sold,
the difference shall also be deemed a shortage ARAMARK shall further have the right (but not
the obligation) to deduct from any Commissions any other charges due and owning from Group
pursuant to the terms of this Agreement, or alternatively, ARAMARK shall have the right to
separately demand payment from Group for such charges. ARAMARK shall have the further
right, but not the obligation, to terminate this Agreement in the event of any shortage in
connection with Group’s Concessions Operations at any time during the Term. Commissions
due to Group will be paid approximately sixty (60) days after the end of the event. To the extent
Group disputes the amount of any payment of Commissions, Group shall notify ARAMARK
management at the Facility in writing within two (2) weeks from the date such Commissions are
paid to Group, specifying in reasonable detail the alleged payment discrepancy. After review of
such alleged payment discrepancy set forth in the foregoing notice, ARAMARK shall recalculate
the applicable Commissions and adjust payment of the same to the extent ARAMARK deems,
in its sole discretion, appropriate an in accordance with this Agreement.
8.
SCHEDULING GUIDELINES. Aramark and Group are to agree to the scheduling
procedure as follows (unless otherwise mutually agreed upon by ARAMARK and Group):
B.
Group is required to work a MINIMUM of all 6 U.C. football games to be
scheduled through ARAMARK for the duration of this Agreement.
C.
Group shall submit to ARAMARK in writing, via e-mail or fax, a list of names for
volunteers for each event on Thursday, one week prior to the event date.
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405955.1
9.
VOLUNTEERS.
A.
Any volunteer that is to sell alcohol must be 19 years old and must have
completed the alcohol training (TIP’s or TEAM) prior to working his/her first event.
C.
Group will be charged, and Group agrees to pay to ARAMARK, a fee of Fifty
Dollars ($50.00) (One Hundred Dollars ($100.00) for each cook) for each such filled shortage,
regardless of the actual length of time such individual is assigned to work.
E.
Group may sell alcohol for commission only after each member of the Group
who seeks to sell alcohol has taken and passed the TIPS or TEAM training course and all such
Group members have received an orientation on ARAMARK’ s policies and procedures with
regard to the service of alcohol. Group shall also ensure that all of its members comply in all
respects with all: (i) applicable laws pertaining to the sale, service and provisions of alcoholic
beverages (including, without limitation, no service to minors, no service to any visibly
intoxicated individual, and minimum age of volunteers and members involved with the sale,
service and provision of alcoholic beverages); and (ii) of ARAMARK’s policies and procedures
pertaining to the sale, service and provision of alcoholic beverages. Group’s failure to comply
with the terms and conditions contained in this Article shall constitute an immediate grounds for
removal of any Group member/volunteer violating this provision from the Facility, forfeiture of
the Security Deposit and/or the termination of this Agreement with the Group, and each case
without any further notice or right to cure. Without limiting the generality of foregoing, if
ARAMARK permits Group to sell alcohol hereunder, nothing will prohibit ARAMARK from
subsequently terminating Group’s right to sell alcohol hereunder (even in the absence of a
default), and such termination shall not otherwise affect the rights of the parties hereto.
F.
BACK-UP GROUPS.
(i)These groups will provide coverage for any staffing shortages for all Facilities.
(ii)Each back-up group shall receive $200.00 per event for being a back-up group,
or, in the event such group is utilized as the primary group for a concession
stand during an event, Ten Percent (10%) of Net Receipts from such stand
for such event.
(iii)
Each back-up group must provide a minimum of 6 volunteers for all events.
(iv)
Back-up groups will arrive at the ARAMARK-determined arrival time for each
event and will remain on-site until the gates open.
14.
CANCELLATION. ARAMARK shall have the right, without penalty or recourse by
Group, to close one or more of Group’s stands for a given event for any reason, including
changes in attendance projections. If Group fails to give adequate notice of cancellation, a
penalty of $200 per permanent or portable stand will be deducted from Commissions due (or to
become due) to Group. If Group cancels on the day of the event it will be subject to an
additional $250 penalty or the Group may be subject to termination of this Agreement.
ARAMARK makes no representation or warranty herein regarding the quantity or quality of any
events scheduled to occur at the Facility.
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15.
CLEANING. Group shall be responsible for (i) maintaining high standards of sanitation
in the Concession Locations and within a five (5) foot radius of such Concession Locations and
Condiment Station Locations and for routine cleaning of such areas, and (ii) trash and garbage
removal to a designated point of central pick up in accordance with ARAMARK’s instructions.
A.
SET-UP. Group will be charged Twenty-Five Dollars ($25.00) per occurrence
for setting up the Concession Location(s) by ARAMARK’s employees in the event of the group
is late for check-in. Group will be charged Twenty-Five ($25.00) per occurrence if a stand opens
late due to improper set-up by Group.
16.
DAMAGE.
A.
Security Deposit.
ARAMARK, at its sole discretion, will retain the first Two
Hundred and Fifty Dollars ($250.00) of Commissions earned by Group and which otherwise
would be payable to Group, as a security deposit (the “Security Deposit”). The Security
Deposit will be retained by ARAMARK to cover potential costs associated with the loss of
uniforms, property damage and/or any breach of this Agreement by Group, and ARAMARK
shall have the right to apply the Security Deposit (or any portion thereof) in its sole discretion, in
addition to any other remedies available to ARAMARK under this Agreement or otherwise
applicable law, in the event any of the foregoing occurs. Any remaining portion of the Security
Deposit after the expiration of the Term will be returned to Group. Group shall not be entitled to
any interest returned on the Security Deposit.
18.
UNIFORM. Black pants, issued UC hat (or matching approved N.P.O. logoed hats),
issued shirt and close-toed and close-heeled shoes are required.
A.
Each Group will receive a shirt, hat ($10.00 fee), and apron at the beginning of
each event and is responsible for turning in said shirt, and apron at the end of the event.
Groups will be required to purchase hats so they can keep them for remainder of season.
Groups have the option of wearing an ARAMARK approved, N.P.O. logoed matching hats in
place of the UC required hat. All hats must be approved in advance.
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GROUP INFORMATION
Group Leader’s Name: _________________________________________________
Signature: ___________________________________________________________
Work Phone: ___________________
Home Phone: ______________________
Fax Number: ___________________
Cell Phone: ________________________
E-mail address: ________________________________________________________
Alternate Group Leader’s Name: _________________________________________
Work Phone: ___________________
Home Phone: ______________________
Fax Number: ___________________
Cell Phone: ________________________
E-mail address: _____________________
Payment Address (if different than address on first page):
_______________________________________
___
IRS Determination Letter Attached
___
Federal Identification Number:
___
Proof of Insurance Attached:
Commission Rate:
10% w/o alcohol & 6% for alcohol of net receipts
Facilities: Nippert Stadium, Fifth Third Arena, Gettler Stadium, Marge Schott Stadium
and Sheakley Athletic Complex
Workers:
____ Adults (19 Years of Age or Over)
____Youth (18 Years of Age)
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