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AG 12-045�� DATE IN: I DATE OiJT: � TO: CITY OF FEDERAL WAY LA X t � DEPARTMENT REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP 1. ORIGINATING DEPT./DIV: � i't C� 2. ORIGINATING STAFF PERSON: C��� I� EXT: �`►� � 3. DATE REQ. BY: 4. TYPE OF DOCUMENT REQUESTED (CHECK ONE) ❑ PROFESSIONAL SERVICE AGREEMENT ❑ SECURITY DOCUMENT �E.G. AGREEMENT & ❑ MAINTENANCE/LABOR AGREEMENT PERF/MAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) ❑ PUBLIC WORKS CONTRACT ❑ CONTRACTOR SELECTION DOCUMENT ❑ SMALL PUBLIC WORKS CONTRACT (E.G., �s, xFr, �Q) �LESS Txfvv $zoo,000� ❑ CONTRACT AMENDMENT AG#: ❑ PURCHASE AGREEMENT> ❑ CDBG (MATERIALS,SUPPLIES,EQUIPMENT) B�d�HER C�,��,�ss�o,na�r� s� ❑ REAL ESTATE DOCUMENT 5. PROJECT NAME: l.� 1 TU1 �c �� �� C1�SSlCA^ 5�'c��Y� • 6. NAME OF CONTRAC ADDRESS: Z(�l �IGNATURE NAME: 7. ATTACH ALL EXHIBITS AND CHECK BOXES � �� � TELE ONE 25'S 2'71-093Z TITLE p«�c�,r • � �COPE OF SERVICES ❑ ALL EXHIBITS REFERENCED IN DOCUMENT ❑ INSURANCE CERTIFICATE ❑ DOCUMENT AUTHORIZING SIGNATURE �^'- 1 Jati2 � � �1.�— � �-� �. 8. TERM: COMMENCEMENT DATE: U �vE- �`��OMPLETION DATE: ` D� 3 �,?$� S�R� Y(r$Y�fr�n • 9. TOTAL COMPENSATION $ S �INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR C R E- 'I'ACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ � IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ 10. Corr CT REViEw INITIAL/DATE APPROVED ROJECT MANAGER � 2' - 1 Z �I�g IRECTOR � �C ❑ RISK MANAGEMENT � �'�°i �'LAW �,� Z ��,�i — f Z. 11. CONTRACT SIGNATURE ROUTING ❑ LAW DEPARTMENT ❑ CITY MANAGER � CITY CLERK '�SIGN COPY BACK TO ORGINATING DEPT t� ASSIUNED AG#__` Z'D 1 -I5 ❑ PURCHASING: PLEASE CHARGE TO: COMMENTS >c� PAID BY: O CONTRACTOR ❑ CITY INITIAL/DATE APPROVED ( INI IA /DATE APPROVED INITIAL/DATE APPROVED �-IS bec �� 3�2-1�o•t2 U" 'Yl 3 • ZCO'��-- — ��, LLC- er � �X a+'�d �P lac.� �s� --,�, a.�.lc�' I � o�on�o� ` CITY OF ,,� Federal crrr Ha�� W �� 33325 8th Avenue South Federai Way, WA 98003-6325 (253)835-7000 �wwv crryoifederalway com CONCESSIONAIRE AGREEMENT FOR CITY HALL CONCESSION STAND This Concessionaire Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Don Ramsdell, DBA Esprit de Cup, a Washington Sole Proprietor ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: ESPRIT DE CUP: Don Ramsdell, Owner 20107 112�' Avenue E Graham, WA 98338 839.4200 The Parties agree as follows: CITY OF FEDERAL WAY: Steve Ikerd, Parks & Facilities Supervisor 33325 8�` Ave. S. Federal Way, WA 98003-6325 (253) 835.6911 (telephone) (2531835.2709 (facsimile) 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services, but in any event no later than December 31, 2014 ("Term"). 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Work"), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance ofthe Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. CONCESSIONAIRE AGREEMENT - 1 - 4/2011 GITY OF ,,'�.... Federal GITY HA�L ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253} 835-7000 wtivw aryoffederatway com including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $1,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. � 6.2. No Limit of Liabilitv. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 63. Additional Insured, Verification. 'The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in perfortnance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor sha11 be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures CONCESSIONAIRE AGREEMENT - 3 - 4/2011 � CITY OF ,�'�.... Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 �vww ciryoffederalw�y com and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City�being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safe . Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage a11 water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services sha11 not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EOUAL OPPORTUNITY EMPLOYER In all services, programs, activities, hiring, and employrnent made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil CONCESSIONAIRE AGREEMENT - 4 - 4/2011 ` tITY DF ,�"�.... Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 �vww crtyoflederahvay com Rights Act of 1964, the Americans With Disabilities Act, Section 504 ofthe Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assi�nment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non- assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and a11 of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreexnent. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishxnent of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default imxnediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreexnent shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to CONCESSIONAIRE AGREEMENT - 5 - 4/2011 � CITY OF '�...,-. Fe d e ra I Way limit the Parties' rights to indemnification under Section 5 of this Agreement. CITY NALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253} 835-7000 tvw�v crtyoffederalw�ay com 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreexnent and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] CONCESSIONAIRE AGREEMENT - 6 - 4/2011 � CITY OF ,�'�.,.,. Federal CITY HALL W �� 33325 8th Avenue South Federal Way, WA 98003-6325 (253} 835-7000 www. crtyoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF F RAL WAY �� Cary M. Roe, P.E., Director of Parks, Public Works and Emergency Management DATE: � �� �-- ESPRIT DE CUP , 1 ���� B o�c C � Don Ramsdell, Owner DATE: � J � � J "�- STATE OF WASHINGTON ) ) ss. COUNTY OF Ck,� ATTEST: City Clerk, Carol McNeilly, CMC APPROVED AS TO FORM: � City Atto , Patricia A Richardson On this day personally appeared before me Don Ramsdell, to me known to be the Owner of Esprit de Cup, that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this ��� day of �I�GW 20�2r ���i����..�. r� '- ����''' ���' �'; o � M .' :� ` !A % ';;;` f i� ,� : � � �' � ���� . � � �•� � (� `' ' ��; s p�� �� 13 ,. 0� ''1 �� `"..,,qSHINGt,�t� y Notary's signature Notary's printed name � YW\ �- Notary Public in and for the State of Washington. My commission expires �` 1f� `1 �J CONCESSIONAIRE AGREEMENT - 7 - 4/2011 ` CITY OF ',�.,�,,"�.�. Federal CITY HALL W �� 33325 8th Avenue South Federal Way, WA 980�3-6325 (253) 835-7000 �vw4v cityoffederalway com EXHIBIT "A" CONCESSIONAIRE SERVICES 1. Contractor sha11 provide concession services at the concession stand located at Federal Way City Hall, 33325 8�' Ave S("Concession Stand"), in a manner consistent with the accepted practices for other similar services, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. a. Concessions services shall include: Operation of coffee cart services in the lobby of Federal Way City Hall. b. Hours of Operation. The Concession Stand shall remain open during the hours of operation set forth below, unless the City notifies the Contractor of other hours of operation, and such hours of operation shall be posted in a conspicuous place on the Concession Stand. Monday through Friday 8:00 am to 2:OOpm c. Pricing. All pricing of any food, beverage or other product as set forth below must be competitive and must be approved in writing by the City. Contractor may not change any pricing without the City's prior written consent, which consent may be withheld for any reason. Drinks 12 oz 16 oz 20 oz Latte $1.90 $2.45 $3.00 Latte w/flavor $2.20 $2.50 $3.40 Mocha $2.20 $2.75 $3.40 Americano $1.50 $1.75 $2.00 Breve $2.10 $2.75 $3.40 Soy Milk $2.10 $2.75 $3.40 Cappuccino $1.90 $2.45 * * * Oregon Chai Tea $2.20 $2.75 $3.40 Energy Drink * * * $3.00 * * * Italian Soda *** $2.00 *** Fruit Smoothie *** $2.75 $3.00 Hot Chocolate $1.40 $1.75 $2.00 Steamers $1.40 $1.75 $2.00 Hot Caramel Cider $1.40 $1.75 $2.00 Stash Teas *** $1.50 *** Extra shot espresso $0.30 * * * * * * Added Flavor $0.30 *** *** Cooler Beverases Bottled Water $1.00 Soda $0.75 Diet Ice Drink $1.50 CONCESSIONAIRE AGREEMENT - 8 - 4/2011 � �ITY OF �,"�... Federal Food Items Cookies Granola rounds Danish Rice Krispies Bagel w/Cream Cheese Chips Salads Deli Sandwiches Fresh Fruit GITY HALL ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-70Qfl www crryof(ederalway com $1.50 $1.50 $1.50 $1.50 $1.75 $0.75 $4.25 $3.00 $0.60 2. Products. All food, beverage or other products offered for sale by Contractor to the public shall be approved in writing by the City prior to distribution or sale of any such products. Contractor shall comply with any reasonable requests made by the City to either add or eliminate certain types of food, beverage or other products. 3. Customer Service. Contractor and all of its employees, agents, or representatives shall provide the highest quality of customer service and shall treat a11 customers with courtesy and respect. Contractor shall honor all reasonable requests for refunds including requests from customers that are dissatisfied with any food, beverage or other product sold by Contractor or from customers who have lost money in any vending machine owned by Contractor. 4. Employee Appearance. All of Contractor's employees, agents, representatives or licensees shall have a neat, clean and sanitary personal appearance and those who come in direct contact with the public shall wear clothing or identification, which distinguishes them as employees of Contractor. 5. Employee Training. Contractor shall provide a training program for its employees, agents, or representa.tives for the development of the skills and techniques necessary to perform its obligations under this Agreement including but not limited to promoting customer service, produce and service presentation, cleanliness, positive attitude and promoting the City Parks and Recreation Department's philosophy and policy. 6. Staffing. The Concession Stand shall be properly staffed in order to prevent undue delay to the public. Contractor shall plan its staffing in advance and anticipate to the best of its ability any events, such as holidays or special events, which may require additional staffing. In the event the City determines in its sole discretion that Contractor is not adequately staffing the Concession Stand, it may notify Contractor of that fact and Contractor sha11 immediately increase its staffing to meet the City's recommendation. 7. Concession Equipment. a. Delivery. Contractor agrees to deliver and/or install, within one week from the execution of this Agreement, at its sole cost and expense, the concession facilities, machines and equipment described below ("Concession Equipment"). CONCESSIONAIRE AGREEMENT - 9 - 4/2011 ` CITY OF '�.,,,'�.. Federal CITY HALL W �� 3332b 8th Avenue 5outh Federal Way, WA 98003-6325 (253) 835-7000 �vww cityoffederalway com b. Concession Equipment: Main Cart — Bridges Industrial, #BI 6, 72"x32.5" Laminate color-Windswept Side Cart — 26"x16' silver.metal serving side cart Cash register — Royal Coffee grinder — Michaelo Commercial #SM90 Espresso machine — Nuova Simonelli, 2 group, fully automatic, #2673R-15493 Blender — Hamilton Beach 440z commercial Refrigeration — Monster beverage cooler 3 compartment commercial sink c. Alterations. Contractor shall not make any alterations, additions or improvements to the Concession Stand or to the Concession Equipment without the City's prior written consent, which consent may be withheld for any reason. In the event the City consents to the making of any alterations, additions or improvements to the Concession Stand and/or Concession Equipment, the same shall be made at Contractor's sole cost and expense, and in the event such alterations, additions or improvements are made to a structure, building or other improvement attached to the real property, the same will become a part of the real property and be surrendered to the City upon the termination of this Agreement. The City has no obligation to alter, remodel, improve, repair, decorate or paint the Concession Stand. d. Removal. On or before December 31, 2014, or in the event the City notifies Contractor that it desires the removal of the Concession Equipment at any time, Contractor shall, at its sole cost and expense, remove the Concession Equipment and repair any damage to the real property caused by such removal within the time period prescribed by the City. e. Maintenance. Contractor shall, at its sole cost and expense, maintain the Concession Stand and Conces'sion Equipment and the surrounding real property in good condition and repair, including, but not limited to, maintaining the Concession Stand in a neat, clean and sanitary condition and removing all garbage, trash or other debris on a regular basis pursuant to the City's instructions. f. Damage to Concession Stand. If the Concession Stand or any part thereof are damaged by any cause other than the sole negligence of the City, its employees or agents, Contractor shall, at its sole cost and expense, restore the Concession Stand to a condition equivalent to or better than their condition immediately prior to such damage. g. City Reimbursement. In the event Contractor fails to remove the Concession Equipment, maintain the Concession Stand or Equipment, or repair the Concession Stand, the City may, but in no event is the City obligated to, remove the Concession Equipment or perform the maintenance or repair and the Contractor shall, upon demand, immediately pay the City the costs and expenses of such removal, maintenance or repair. In the event Contractor fails to comply with the terms of this paragraph, the City may confiscate the Concession Equipment or any part thereof and sell the same, the proceeds of which sale will be credited against any costs or expenses incurred by the City. The sale of the Concession Equipment shall not constitute an election of remedies by the City but will be in addition to any remedies available to the City at law, in equity, by statute or under this Agreement. CONCESSIONAIRE AGREEMENT - 10 - 4/2011 � cirv o� �.,��.., Federal CITY HALL W �� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-700Q �nvK%c�tyoffederalway com 8. Compliance with laws Contractor shall comply with and perform the Work in accordance with all applicable federal, state, and City laws including, without limitation, all City codes, ordinances, resolutions, standards and policies, as now existing or hereafter adopted or amended, including but not limited to the following: (i) Federal, state and local health, safety and licensing laws relating to the sale of concession goods; (ii) City code provisions requiring any person or entity doing business in the City to obtain a business registration; and (iii) City Parks and Recreation Department policies, including, but not limited to, its concession policy. CONCESSIONAIRE AGREEMENT - 11 - 4/2011 � CITY OF �,. Federal CITY HALL ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253} 835-7000 �vrvw cityvffederaiway com EXHIBIT "B" COMPENSATION 1. Compensation. The Contractor agrees to pay the City an amount equal to 5% of the Concessionaire's gross monthly revenue, for monthly revenues less than Four Thousand Seven Hundred and no/100 dollars ($4,700.00)m excluding state s�les tax ("Percentage Payment"). The Contractor agrees to pay the City an amount equal to 10% of the Concessionaire's gross monthly revenue, for monthly revenues more than Four Thousand Seven Hundred and no/100 dollars ($4,700.00)m excluding state sales tax ("Percentage Payment"). The term "Gross Monthly Revenue" shall mean the total amount charged by Contractor, its employees, agents, or licensees, for all goods and merchandise sold or services performed, whether for cash or other consideration or on credit, and regardless of collections, including but not limited to orders taken at the Concession Stand but filled elsewhere and orders taken elsewhere but filled at the Concession Stands. � 2. Payment Due Date. Contractor shall deliver the Percentage Payment to the City on or before the 10�' day of each month for Gross Monthly Revenue received during the preceding month ("Due Date"). 3. Access to Records. Contractor shall provide a written statement to the City on the Due Date showing the total Gross Monthly Revenue for the preceding month ("Statement"). Contractor will provide the City or the City's agents or representatives reasonable access to the books and records of Contractor for the purposes of auditing and inspecting the same to verify the Statement. The records shall include documents from which the original transaction entry was made, including sales slips, cash register tapes, and/or purchase invoices. 4. Cash Registers. All sales, other than sales from vending machines, sha11 be recorded by cash registers, which display to the customer the amount of the sale and automatically issue receipts certifying the transaction amount. The cash registers shall be equipped with devices which lock in sales totals, transaction records, produce duplicate audit tape, contain counters which cannot be reset and which record the transaction numbers and sales details on such tape. Any errors shall be noted by Contractor on the audit tape with an explanation. Cash register readings shall be recorded by Contractor at the beginning and the end of each business day. 5. Late Fee. Contractor acknowledges that late payment to the City of the Percentage Payment will cause the City to incur costs not contemplated by this Agreement, the exact amount of which will be difficult to ascertain. Accordingly, if the Percentage Payrnent is not received by the City on the Due Date, Contractor agrees to pay a late fee equal to Twenty-Five and No/100 Dollars ($25.00). , 6. Contractor Responsible for Taxes. The Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement; including, but not limited to, Leasehold Excise Ta1c, currently at a rate not to exceed 12.84%. 7. Utilities, Taxes and Expenses. Contractor shall pay all costs and expenses associated with the operation of the Concession Stands other than utility expenses for water and power, which will be paid by the City. Contractor shall pay directly, before delinquency, any and all taxes levied or assessed upon its leasehold improvements, equipment, furniture, fixtures and personal property located on the City's property. CONCESSIONAIRE AGREEMENT - 12 - 4/2011 CERTIFtCATE OF LIABILITY IIVSURANCE � � � CERTIFICATE DOES NOT AFF1FtMAT1VElY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAL+E AFFORDED BY THE POLICiES BELOW. THIS CERTIFICATE OF tNSIlRANCE DOES lrlOT t?CN+ISTITIlTE A CONT'R�ACT BETWEEN T�IE 18SUiNG INSUftER(S� AUTHORRED REPRESENTA'iNE OR PRODUCER,IWD ?HE CEit11FICATf FIOLDER. . r�s an po �as naa . , w o the terms and condltFons of tF�e policy, cerlain policfes may require an endorsem�t. A statement on this certificate do� not confer rights to the certificate holder in lieu of such endorse�nent(s1. W&LL3 FARGO INS[7RPiN(� PO BaQC 188065 FAIRFIE3.D OH 45018 i�ure�o Fax:800-845-3666 DO1�AI.D RA�faI. DS�i gSP�P 33325 8TB 1►tti gp�g �'ED�R11L Wl►]t 1a 98003-6325 �• - c C�?�ICATE #�R: �_ -3 � ^ :� � . i :� wuc • 19704 THIS IS TO CERTIFY THAT THE POLICIE8 OF INBURANCE USTED HEI.OW HAVE BEEN 189Um TO THE INSURID NAMED ABOVE FOR THE POLICY PERI� INDICATED. NCT►WITNSTANDIN�i ANY �fltii2B1H�1T. TBtY OR �T10l/ OF ANY OOI�FiRACT OR OR►�R DOCINIE!/T WITH RE�EGT TO NR9CH Tf116 CERTIFlCATE AAAV BE 1SSUEp qt YAY PERTAtN, THE Ip�1RlU�ICE A� BY TNE POLtCtES DE� !1� t8 �CT TO Ali. 7ME THt�B. EXClU310N8 AND CONDIT�ON6 OF SUCM POUCIEB. UN(T6 8/10WN YAY HAVE BEB1 NEDUCED BY PAW CLAr18. LTR TYPE OF INSURANGE � POLICIf NUI� � i�ALL1A&U7Y fJ#GHOCCt�iG� i �.0����0 1�► 8 COMMniCIALG9�tAi.WB�,iT11 O1CI38281�10 oa�osns os�ana �(e.eoaNwnos) t 1000000 cwMa-rino� a cccuR M� o� �a�y o�. ana+) s 10000 u ssoP ea� �so,w+.��o,►w,�,� : iooa000 �� :2000000 oo�n.nooRECare�wrr�uss�e: wtoouers-cow�aPa�c s 2000000 g Poi.�cv �� �oc : auroMO�� �womr oo�we� �� �ur ; cEs �wd.n�f ANYAUTO eow.va�uuert�..o.�.on� s ALL ONYNED AUTOB BODM.Y INJURV {Per aceidsnq S 9CHEOtRED AlfT06 PROPERiY � HIREDAUTO6 ��q i NON-OWt�DAi1TOB = S iHYIBRB.I.A IJIW � FJItSIi � i EXC�6 LJAB �AWB�iYSJE ARiti�ATE i DEDUCTIBLE S REfENTION i a AND EMPLOY�tB' LM�RY Y/ N TCRY IiYTS , ANYPROPR�TORIPARTtERIEXBIX!'1N� /A ELEACHAOCbEMT S q�R(:ER/MEMBER D(CLWED? (Mmdatory M NFQ EL pBEASE - EA BAPLOoYE f My�, dsscrMfe wider DE9CRIPTIONOFOP�IlT10N8fislow EL0186A�-PGLICYUTAIT i QmCRR►TwDN OF OPffRAT10N6 / LOCATIOt16 / VEiNG1.ES Wl�elr ACORa /01. /1d�11a�n11Eq�ls � M maw �p�ae is nqrYrd► :h �:� i l �:a_�11 �::•. i�T�:7 cus � � � DOli7i006 u�aua�cs)�ort�w �►as uisuame a: Jhm�rican States Insuraace u�aeoe s : �c: IN6UR�! D : MNIA�! E : �i.!'�_ �.T �lIOULD ANY Of 71it /V011! 0� POI.IdN �E �JWC�L� ilROR� CI'1'l7�D2 n� �►noN a►re ni��. Nonee wqi � o�nreew w � r� n� votx.w vROawo�s. City of !'+�d�ril l�ay Nrtw�a��r�� City Hall 3s3as ath a.r. south � ��,�.- 16� 98003 � 1S6B�008 AR:dtD ACORD 25 (20�1�08) The /�CORD n�ne and bpo are rpisbred marks o! ACORD ` CITY OF � Federal Way BUSINESS REGISTRATION License Number 20-05-103560-00-BL Business Establishment Resistered: ESPRIT DE CUP � 33325 8TH AVE S FEDERAL WAY, WA 98003-6325 Categorv: 5816 - Restaurants- Food Concession Stand Expires:l2/31/2012 Conditions: This license is non-transferable. Please notify the City Clerk's office of any change in your business such as a new location or business name. `` ��o� FEDEqq� �,�' = � ' CpFIPORAtE • j = _ �j : �'� _ '" SEAL = , �. : � ,°' �o. ` . 28 . � .��� ' � qSHrNG` �```� This certifies that the above entity has been issued the registration or license listed. Ciri of Federal Wav - Licensine FEDERAL WAY WA 98063-9718_ _ / ���•� I� / Ciry Clerk, City of Federal Way FAITH VENTURE LLC DBA ESPRIT DE CUP *DONALD & TERI 20107 112TH AVE E GRAHAM WA 98338 Lookup business information Home File & pay taxes Doing business Business ypes Register my business My aa:ount Audits Find taxes & rates Workshopa 8 educalion Get a form or pubiicatia� Find a law ar rule CO[�tTACT US , ABOL'T US � QUESTIONS & ANSWERS i PRINTER FRSEMDLY Espa�iol � PyccK�H �"ta t Tagalo9 ( Tieng VieE �;�;$i �� DOING BllSINESS i REGISTER MY BUSINESS'x LOOKUP SUSINE331NFORMAT�ON Lookup business information Page 1 of 1 My Account - loqon E reqister Back to search resufts If "Non-revenue" appears affter Tax Registration Number, the acoouM ia not registered with the Department � Revenue. Naaever, it may be registered with other agenaes in the state. 3Washi�cgton State Deps�rtment o�fRevenue State Bus�ess Recerds Database I)�ctail: 7nx re�srrunon no: snosta� �ounr ovs�n: ei/oi/zmz' uei : 6onsTa�ezu• nce�rrr aosEV : oven R�(fITY NMNE ^ RIY�15[f�.t [IONAI:U' L� TBlHVA L BU5If1E55 NAME : fSYRlf DE CLP MRILU+IG ADDRE55: 6U5I1� LDCItTION c 2�Ib�' 112TN:AYE E �S ffi'iN 1�4E 5 &RAlx11N1� WA 9833B-8i55 F�k#�l WAIE. MqL�-�325 . fNTIT1f TYPE'e� SULE PRqPIti�Tat RESELIER PERMI7IV� A25 5325 14: ruucs c�: �zzz�s� . n�r+rf r�cr� a�aataoiz rererux ec�at�s� og}so�/as�a �OR NOH-CUMAIERCIAL USE'E3NLY tr�l�tsl2oi2 x35lu�t If you are unable to find the reseller permR you are looking for, try searching by tax regisVation/UBI number. CONTAC7 US ( ABOUT US � QUESTIONS & ANSWERS � PRINTER FRIEf�IDLY ESp3F{OI � PyCCKNLt ��Fm � Tagalog � Ti�ng Viet ��[� �. �p��Eun_ Vax Rivaq � 02010 WRSHINGTON STATE DEPARTMENT OF REVENUE RND ITS UCENSORS. ALL RIGHTS : Yater regiretratbn assbtanaa (�CRE7ARV OF RESERVED. ' S7Aic� http://www.dor.wa.gov/content/doingbusiness/registermybusiness/brcUDefault.aspx 3/15/2012