2. Exhibit - Original Agreement — Anaheim City Council, May 17, 2022

ORIGINAL

FOOD/BEVERAGE OPERATIONS AGREEMENT

FOR THE

ANAHEIM CONVENTION CENTER

BY AND BETWEEN

CITY OF ANAHEIM
AND

ARAMARK SPORTS AND ENTERTAINMENT SERVICES, LLC

TABLE OF CONTENTS

1. Definitions .......................... ........................ ....................... .................. .......................... ...... 1

2. Administration ...................................................... ...................... ......................................... 4

3. The Contract Documents and Order of Precedence .................... ....................................... .4

4. No Guarantees ................ ............................................. ................................................ ........ 4

5. Personal Services Contract. .......... .................... ...................... ......................... .................... 4

6. Term. ................................................................................................................................... 4

7. Rights and Obligations of the City ...................................................... ................................ 5

8. T emrination ...................... ............................................ ....................................................... 7

9. Obligations of Contractor .............................................................. ..................... ............... 12

10. Exclusive Rights .................................................................................. ........................... ... 20

11. Use of Facilities By Others .................................................................. ............................. 20

12. Hours of0peration ................................................................ ............................................ 21

13. Foodservice Provision ........................... ............................................................................ 21

14. Types ofService ................ ......................................... ....................................................... 21

15. Procurement Policy . ..................................................................... .................................... . 21

16. Menus ........................................... .................................................. ................................... 22

17. Food Handling .................................................... ................................ ....................... ........ 23

18. Food Quality ......... ............................................................................................................. 23

19. Items To Be Sold .......................... ............................ .................... ..................................... 23

20. Sale of Alcoholic Beverages .. ................. ............................ .................... ................... ....... 25

21. Deliveries ......................... ........................ ........................ ................................................. 25

22. Take-Out Sales ....... ...................................................................... ..................................... 25

23. Restriction on Sales .............. ............................. ............ .................. .................................. 25

24. Saillpling ....... .................................................................................................................... 25

25. Use of Operating Memoranda ............................ ........................... : ................................... 26

26. Altering Facilities ...................... ......................................................... ............................... 26

27. Emergency ............................................. ....................... ..................................................... 27

28. Advertising ....................... ....................... ............................................................. ............. 27

29. Other .......................................... ......................... ............................ ................................... 28

30. Personnel. ......................... .................. .............. ..................... ...................... ...................... 28

31. [INTENTIONALLY OMITTED.] .................................................................................... 30

32. Unit Staffmg , Labor, and Personnel Training Practices ............................ ........................ 30

33. Supervision and Conduct of Contractor Personnel ...... ........... .... ....... ............... .. 31

34. Removal of Contractor Personnel. .................................................................................... 31

35. Tipping Policy ........................................................................................................... : ....... 32

36. Uniforms .... ....................................................................................................................... 32 3 7. General Description of Records, Accounting, and Audit. ................................................. 32

38. Books and Records ............................................................................................................ 34

39. Insurance .................................................................................................................... ; ...... 35

40. Indemnification . ................................................................................................................ 3 7

41. Limitation of Liability ....................................................................................................... 3 8

42. Equipment and Small wares ............................................................................................... 39

43. Smallwares and Contractor Supplied Equipment ............................................................. .40

44. Cleaning, Inspection, and Sanitation ................................................................................. 40

45. Operations Warewashing . ................................................................................................. 41

46. Garbage and Recycling ..................................................................................................... 41

47. Grease ................................................................................................................................ 41

48. Pest Control. ...................................................................................................................... 42

49. Maintenance Services ........................................................................................................ 42

50. Performance Bond ............................................................................................................. 42

51. Letters of Credit. .................................................................................................... : .......... 42

52. Surety . ............................................................................................................................... 43

53. Annual Incentive Fee ........................................................................................................ 43

54. General Provisions .... ........................................................................................................ 44

55. Off-site Catering Services by the Contractor ................................................................... .48 ii

FOOD/BEVERAGE OPERA TION S AGREEMENT
THIS FOOD/BEVERAGE OPERATIONS AGREEMENT (the "Agreement") is made as of the __ _ day of 2015, between the CITY OF ANAHEIM, a municipal corporation and charter city (the "City") , and ARAMARK SPORTS A.'ID ENTERTAINMENT SERVICES, LLC, a Delaware limited liability company econtractor ").

WHEREAS, the City is the owner and operator of the Anaheim Convention Center , which is located at 800 West Katella Avenue in the City of Anaheim, and includes exhibition space, meeting rooms, a ballroom, lobby and pre-function areas, the Grand Plaza and other exterior function space, parking , and the Arena, together with any and all improvements now and hereafter comprising any portion of the real property upon which the Anaheim Convention Center is located, including the "Expansion Project" (as defined below) and together with any expansion, alteration or modification thereof (collectively referred to herein as the "Facilities") ; and
WHEREAS, the City issued a Request for Proposals dated May, 2015, including an undated Addendum No. 1 thereto and Addendum No. 2 thereto , dated June 22, 2015 (herein referred to collectively as the "RFP"), seeking proposals from qualified firms for the right to (i) provide food and beverage services, (ii) sell alcoholic beverages under certain conditions, (iii) operate pantry and other food production/storage areas , (iv) operate fixed and mobile concession stands, (v) cater food and beverages to meeting, banquet, and special functions, and (vi) vend various refreshments and other items as approved by the City (the "Services"). A copy of the RFP is attached hereto as Exhibit A; and WHEREAS, in response to the RFP, Contractor submitted a Proposal to the City to perform the Services set forth therein , a copy of which Proposal is on file in the offices ofboth the City Clerk (200 S. Anaheim Blvd., Second Floor, Anaheim, California 92805) and the Convention, Sports and Entertainment Department at the Anaheim Convention Center (800 West Katella A venue, Anaheim, California 92802) and incorporated herein by this reference as though fully set forth herein; and WHEREAS, the Contractor represents that it possesses the requisite professional skills, qualifications , experience, licenses and resources necessary to provide the Services described in this Agreement and under the terms and provisions hereof.

NOW TIIEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES,

COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

SECTION I- DEFINITIONS: TERM : TERMINA TION: AGREEMENTS

1. Definiti ons.

Terms used in this Agreement and not otherwise defined herein shall have the respective meanings set forth below. Capitalized terms used but not otherwise defmed herein shall have the meani ngs set forth in the RFP.
"Annual fucentive Fee" is defined in Section 53 of this Agreement. "Base Management Fee" shall mean an annual management fee to be paid to the Contractor as compensation to perform, or to engage and supervise Contractor Personnel and its Subcontractors to perform, the Services required to be performed under this Agreement , to be paid from Gross Receip ts. The Base Management Fee is further described in Section 7.1 of this Agreement. "Capital Reserve Fund" shall mean a separate reserve fund account to be established and maintained by the Contractor equal to not less than Five Percent (5.00%) of Gross Receipts per month to be used as the primary resource to fund repairs, maintenance, and replacement of food/beverage service equipment, small wares , computerized point-of-sale systems, marketing and advertising (exclusive of the amount of compensation paid to Contractor Personnel) . Such funds shall be deposited into a separate interest -bearing trust account under the auspices of the Contractor to be used only under written direction and approval of the Executive Director. Any funds unused during any year shall be carried forward with interest until the expiration or earlier termination of this Agreement at which time all unused funds shall immediately become the property of the City and be due and payable within thirty (30) days of the expiration or earlier termination of this Agreemen t.
"City Indemnitees" shall mean the City (including its City Council and each member thereof), the Community Center Authority, and the Anaheim Union High School District, and their respective officials, officers, agents, employees and volunteers . "Contractor Personnel" shall mean the Contractor's supervisory and working personnel (including temporary employees) and the Contractor's Subcontractors, agents and representatives . "Direct Operating Expenses" shall mean actual, reasonable and customary costs, fees and expenses directly incurred and attributable to the operation, maintenance and management of the concession which are not paid from the Capital Reserve Fund or otherwise by the City and are in accordance with the Operating Budget (or any amendments thereto) approved by the City through the Executive Director pursuant to Section 9.2 of this Agreement. "Direct Operating Expenses" include the Base Management Fee; payroll (including benefits and other payroll costs) paid to Contractor Personnel engaged in the performance of the Services ; the cost of procurement of all food and beverages to be used in the performance of the Services ; the reasonable costs of training of Contractor Personnel specifically assigned to the Facilities ; sales taxes; licenses ; insurance expenses ; utilities costs and fees actually paid pursuant to Section 7 .2; supplies used in the performance ofthe Services and operation ofthe Facilities; costs of required employee uniforms, costs of alcohol awareness training (TIPS); costs of annual health examinations of Contractor's full-time Contractor Personnel; extermination costs; costs of trash removal; cleaning costs; deposits to the Capital Reserve Fund pursuant to Section 9.18 of this Agreement; and any costs incurred for repair and maintenance of equipment to the extent such costs exceed funds available in the Capital Reserve Fund for such repair and maintenance of equipment. The amount of insurance expense allowed as a Direct Operating Expense shall be limited to the following amounts : (a) General Liability insurance expense shall not exceed three-quarters of one percent (0.75%) of Gross Receipts, and (b) Worker's Compensation insurance expense shall not exceed two and fifty-nine one hundredths percent (2.59%) of Salary & Wages, provided, however, that this limit shall be reviewed annually and, if necessary , increased to be commensurate with the rates approved by the State of California Insurance Commissioner . If General Liability insurance expenses or Worker ' s Compensation insurance expenses exceed the limits as described herein, all excess costs shall be the sole and exclusive cost of Contractor and shall not be allowed as a Direct Operating Expense.
"Direct Operating Expenses" excludes, except as expressly provided for, the Contractor's regional or corporate expenses, including any corporate overhead allocations ; corporate training expenses for Contractor Personnel other than those specifically assigned to the Facilities; corporate off-site supervision and support services including, but not limited to, accounting and payroll services , auditing, human resources support , legal support, purchasing , and public relations; any employee relocation expenses (unless approved by the City); payments to management recruiting 2 companies (unless approved by the City); business profit taxes; possessory interest taxes assessed by the County of Orange; costs associated with obtainment of performance and payment bonds or letters of credit; bad debt expense in excess of an amount equal to one-quarter of one percent (.25%) of sales generated from banquet and catering, excluding any bad debt resulting from credit allowed at the request of the City; any interest expense on capital investment; the Food Service Equipment Investment pursuant to Section 9.16 of this Agreement; the License Fee pursuant to Section 9.17 of this Agreement; litigation expenses; civil liabilities and judgments ; criminal and civil fines and penalties; punitive damages or similar awards assessed against the Contractor, Contractor Personnel or Contractor's Subcontractors; and other expenses not related to the operation, maintenance or management of the concession at the Facilities. "Gross Receipts" means and includes the aggregate of all monies of every kind and nature, whether for cash, credit (regardless of collections) , or barter, that are billed by the Contractor to the City's clients, exhibitors, attendees and any other person as a result of the service rights granted under this Agreement derived from all retail and wholesale sales of food, beverages and services of any kind whatsoever in, on or from the Facilities and including, but not limited to, sales from vending devices; mail or telephone orders received or filled on or from the Facilities; all gratuities and service charges not passed through directly to Contractor Personnel or its Subcontractors; all deposits not refunded to purchasers; orders taken although filled elsewhere; fees; commissions ; 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, the fhll 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 Contractor ' s own property . In addition, the full amount received by the Contractor from the operations of Subcontractors, if any, and all other operating income shall be included in its "Gross Receipts" .

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 Contractor's 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 City to be made by the Contractor to customers other than discounts the Contractor makes without the City's pennission in the normal course of business for marketing or sales purposes; the amount of any city, county, state or federal sales, use or excise taxes collected directly from patrons or guests or as a part of the sales price of any goods or services where such taxes are paid by the Contractor directly to the taxing authority; the value of gratis meals furnished to Contractor Personnel as an incident of their employment; gratuities paid to employees; bad debts charged off on Contractor's books; the amounts paid to banks and other organizations for credit card fees. (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 City.) "Net Revenue " means that sum remaining after deducting from Gross Receipts the Contractor's Direct Operating Expenses .
"Salaries & Wages" means the amount of compensation paid to Contractor Personnel engaged in the operation of the concession , excluding all fringe benefits, payroll taxes, worker's compensation , billed labor, service charge distribution and any gratuities . 3 "Subcontractor" means an individual or business firm contracting with the Contractor to perform a portion of this Agreement, including, for example but not limited to, operators of food trucks .

2. Administration.

All exhibits, schedules and attachments attached to or referenced in this Agreement are a part of and incorporated herein by this reference. 1bis Agreement shall be administered on behalf of the City by the Executive Director, Convention, Sports and Entertainment of the City of Anaheim or such person's authorized representative (herein referred to interchangeably as the "Executive Director"). For purposes of this Agreement, the Executive Director 's authorized representatives shall be those persons appointed to the offices of Convention Center Manager, Deputy Director of Administration and Operations, and the Financial Services Manager and such other persons designated by the Executive Director and communicated to the Contractor from time to time.

Whenever a reference is made herein to an action or approval to be undertaken by the City, the Executive Director is authorized to act, unless this Agreement specifically provides otherwise or the context should otherwise require.

3. The Contract Documents and Order of Precedence.

The contract documents consist of this Agreement, the RFP and the Proposal. The RFP and the Proposal are deemed to be a part of this Agreement by reference . In the event of any inconsistencies, discrepancies or conflicts among or between any of the contract documents which make up this Agreement, the following shall control:

3.1 Any duly executed amendment to this Agreement , with execution date to control as between conflicting amendments such that the more recent amendment shall govern all those prior;

3.2 This Agreement (including the Exhibits, other than the RFP attached hereto as Exhibit A);

3.3 The RFP; and, then,

3.4 The Proposal.

4. No Guarantees.

Neither party has promised or guaranteed to the other any level of attendance , sales, revenues, or payments hereunder, except as expressly set forth herein.

5. Personal Services Contract.

Contractor shall take notice that this is a personal services contract granting rights to use the Facilities and equipment and to provide Services as set out herein. As such, no sale or lease rights are hereby granted to Contractor .

6. Term.

6.1 This Agreement shall be in effect for seven (7) years (the "Initial Term"), commencing on January 1, 2016 and running to and including 11:59 p.m. on December 31, 2022 (the 4 "Term Expiration Date
11 ) , unless sooner terminated as provided herein . At the conclusion of the Initial Term, the City may elect, in its sole discretion, to extend the Initial Term for the following successive one-year periods :

Extension commencing on January I, 2023 and terminating at 11:59 p.m. on December 31,2023;and
Extension commencing on January 1, 2024 and terminating at 11:59 p.m. on December 31,2024;and
Extension commencing on January 1, 2025 and terminating at 11:59 p.m. on December 31,2025.

The Executive Director is hereby authorized on behalf of the City to give written notice to the Contractor of the City's intention to exercise each Extension (if at all) no later than sixty (60) days prior to the Term Expiration Date or the then expiring Extension. Except as specifically set forth herein, the terms and conditions of each Extension will be the same. The extension of the Initial Term for each Extension (if at all) shall be approved by the City Council, in its sole and absolute discretion, in the form of an amendment to this Agreement, setting forth the agreed upon amount of compensation and rates and charges and such other terms and provisions as the Parties may agree upon for each Extension.

The City's obligation to pay any sum herein stated for any one fiscal year (or portion thereof) shall be contingent upon the City Council appropriating the necessary funds for such payment by the City in each fiscal year during the term of this Agreement , as the same may be extended. In the event that the City Council fails to appropriate the necessary funds for any fiscal year (or portion thereof), then, and in that event, the City, acting through its Executive Director, may terminate this Agreement by giving written notice to the Contractor specifying the date of termination . Should the City terminate this Agreement , the City shall pay the Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement.

7. RiLY1ts and Obligations of the City.

7.1 Base Management Fee. The Base Management Fee payable under this Agreement shall be the lesser of (a) Four Percent (4.00%) of Gross Receipts per year, or (b) the following sums:

January 1, 2016-December31, 2016:

January 1, 2017 -December 31,2017:

January 1, 2018- December 31,2018:

January 1, 2019- December 31,2019:

January 1, 2020 -December 31, 2020 :

January 1, 2021-December 31,2021:

January 1, 2022 - December 31, 2022:
$650,000. 00
$650,000.00
$650,000.00
$650,000.00
$650,000 .00
$650,000.00
$650,000.00
One twelfth (1112th) of the Base Management Fee for each month of each year of the Initial Term, including any Extension , shall be retained by the Contractor on a monthly basis from Gross Receipts .
5 7.2 Utilities. The City shall provide adequate utility service including, but not limited to, gas, electric, sewer, water, and heating for areas occupied or used by the Contractor.

Contractor shall be charged 1.25% of Gross Receipts for the City's provision of utility services.
7 .2.1 Limitation on City LiabilitY Reearding Utility Seryice. The City 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 City negligence.

7.2.2 Special Services and Facilities Subject to Prior City Approval and at Contractor's Cost. The Contractor, directly or through a third party, may install, secure, maintain and repair, at no expense to the City, any utility service related to the Contractor's operations and its use of the Facilities that is not provided or maintained by the City. Any special utility or waste disposal facility, item of equipment, or service beyond that provided to the Facilities by the City, must be installed only in accordance with plans and specifications approved by the Executive Director and other appropriate City 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.

7.3 Parking. The City shall provide parking for the Contractor, the Contractor Personnel and Contractor's Subcontractors, at no cost to the Contractor, in a location specified by the Executive Director, in his sole discretion, as such parking is reasonably available.

7.4 Space at the Facilities.

7.4.3 The City will also furnish space for office, money counting, and record keeping purposes of the Contractor for the Term of this Agreement. Use of these office spaces for purposes other than the performance of Services under this Agreement, without the prior written approval of the City, shall result in grounds for tennination of the Agreement. It is understood and agreed that, as of the Effective Date of this Agreement, the City has provided an adequate amount of space commensurate with the Contractor's staffmg levels and needs. 6 7.4.4 Location of any and all mobile concession stands and auxiliary storage spaces required by the Contractor shall be approved by the City . The Contractor shall acquire no rights to such locations, once assigned, and the City 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 useofthem .

7.5 Anything herein to the contrary notwithstanding, the City shall not be liable or responsible for any failure to furnish the facilities, equipment and 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

7.6 Sponsorships and Pouring Rights. The City shall have sole and exclusive rights to negotiate and enter into agreements for all sponsorships and pouring rights available for food and beverage services. Pepsi is the current pouring rights sponsor.

Under such circumstances and if requested by the Executive Director, the Contractor hereby agrees to cooperate with the City and the operator of such event for the temporary relinquishment of Contractor's California Department of Alcoholic Beverage Control ("ABC") license, at no cost or expense to the Contractor.

7.8 The City 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.

8. Tennina tion.

8.1 Tennination for Cause . The City shall have the option to tenninate this Agreement at any time if Contractor (i) breaches any term of this Agreement (including but not limited to those breaches enumerated in Section 8.2 and fails to cure such breach within the time periods provided herein following notice and failure to cure; (ii) breaches any term of this Agreement and such breach cannot be cured; (iii) fails to pay to the City any charges imposed hereunder when due and such failure to pay continues for ten (10) days after written notice thereof; (iv) makes an assignment for the benefit of its creditors ; (v) files a petition in bankruptcy or permits a petition in bankruptcy to be filed against it (which is not stayed or dismissed within sixty (60) days from the date of filing); (vi) admits in writing its inability to pay its debts as they mature ; (vii) if a receiver is appointed over a substantial part of its assets (which is not stayed or dismissed within sixty (60) days); (viii) ceases to function as a going concern; or (ix) becomes insolvent.
7 8.2 List of Breaches. The following is a non-exclusive list of acts and omissions that constitute a breach of this Agreement:

8.2.1 The failure to comply with all of the requirements regarding insurance;

8.2.2 The violation of any law, Charter provision, ordinance, rule, regulation, or City's order or directive;

8.2.3 The abandonment or vacating of the Facilities;

8.2.4 The repeated failure to perform or the violation of any single condition or covenant of this Agreement on two or more occasions in any twelve (12) month period ;

8.2.5 The assignment of the Contractor's interest in this Agreement (or any portion thereof) without the prior written consent of the City;

8.2.6 The failure to perform or the violation of any other condition or covenant of this Agreement where such default or deficiency in performance was not remedied within a reasonable time (i.e., an uncured default) ;

8.2. 7 The non-payment of funds into the Capital Reserve Fund or the failure of the Contractor to allocate and use the required fimds under the written direction and approval of the Executive Director;

8.2.8 In the event that the Contractor is unable or unwilling to provide a replacement for the general manager reasonably acceptable to the Executive Director in accordance with the procedures set forth in Section 30 of this Agreement; or

8.2.9 In the event that the Contractor fails to comply with the anti-assignment and transfer provisions of Section 54.6 of this Agreement.

8.3 Notice of Breach and Rimt to Cure. Written notice ofbreach must be given pursuant to Section 54.3 of this Agreement and an opportunity to cure the breach within ten (10) days will be provided. If the remedy or cure requires more than ten (10) days, the Contractor must have commenced and diligently initiated efforts to cure the breach and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

8.4 Damages from Breach . Regardless of whether the City exercise its right to terminate , the Contractor shall remain responsible for all damages or losses suffered by the City arising from Contractor's breach . Failure of the City to strictly and promptly enforce these conditions shall not operate as a waiver of the City's rights; the City expressly reserves the right always to enforce payment of charges due hereunder or to cancel this Agreement, regardless of any indulgence previously granted . Notwithstanding anything seemingly to the contrary contained in this Agreement, the City reserves and shall have all rights and remedies provided under this Agreement, at law or in equity.

8.5 Contractor Abandonment. If the Contractor should ever cease operations or abandon the premises during the term of the Agreement, in addition to any other remedies 8 under this Agreement or under the law, the City 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 Agreement and enter into a food/beverage service agreement with another party.

8.6 Default by City. The City shall not be in default of any obligation to perform under this Agreement unless the City 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 City specifying the particular obligation that the City has failed to perform; provided, however, that if the nature of the City's obligation is such that more than thirty (30) days are required for performance, then the City shall not be in default if the City commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion.

8.7 Termination for Convenience. The City is entitled to terminate this Agreement for convenience with not less than 90 calendar days written notice to Contractor, without any penalty, liability or further obligation, other than as set forth in this Section 8.

Upon receipt of notice of termination, Contractor will take immediate steps to bring work to a close in a prompt and orderly manner and to use its best efforts to mitigate its costs.

8.8 Requirements uoon Termination.

8.8.1 Removal at Request of the City. Upon termination, the City shall have the right to require Contractor to remove any and all improvements, fixtures, facilities and structures, constructed or placed at or on the premises of the Facilities by the Contractor, title to which has not vested in the City, whether permanently affixed to the Facilities or not, and to restore the premises of the Facilities and leave them in as good condition as at the commencement of this Agreement. Costs of such removals and restoration shall be borne by the Contractor.

8.8.2 Surrender & Delivery. Upon the expiration or termination date of this Agreement, whichever is earlier, the Contractor shall surrender the Facilities and promptly deliver to the City all keys the Contractor, and any of its officers, agents, Contractor Personnel and Contractor's Subcontractors have to the Facilities or any other part ofthe specified Facilities herein.

8.8.3 Removal of Contractor's Property.

8.8.3.1 Prior to the expiration date of this Agreement, or in the event this Agreement is terminated, within fifteen (15) days after the termination date, whichever is earlier, the Contractor shall remove, at 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 City's notice, as well as all trash, stocks and material, supplies, tools, etc., belonging to the Contractor's agents.

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 Agreement, 9 ordinary wear and tear and improvements, additions, and alterations, approved by the City, excepted.

8.8.3.2 In the event the Contractor fails to remove personal property and the improvements, alterations, and additions specified in the City's notice on or by the time specified in such notice, the City may, but shall not be required to remove such material from the Facilities and store the same, all at the Contractor's expense; and in the event the City removes or arranges for the storage of such material, the City shall be reimbursed its costs therefor, including any administrative costs, which reimbursement shall constitute a claim upon the Contractor or, at the City's option, may be invoiced to the Contractor or deducted from the security required under SECTION Vill of this Agreement.

8.8.4 Hold-Over Use & Occupancy of Facilities. In the event the Contractor, with the City's 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 Agreement. If, however, the Contractor holds over without City's consent after the expiration or termination date of this Agreement, whichever is earlier, whether by failing to remove its personal property or any addition, alteration, or improvement specified by the City, or otherwise, the City shall have all rights and remedies provided under this Agreement, at law or in equity.

8.8.5 No Claim for Removal. In no event shall the Contractor make any claim or demand upon the City nor shall the City be liable for any inconvenience, annoyance, disturbance, or loss of business or any other damage suffered by the Contractor arising out of removal operations.

8.8.6 Inspection Upon Surrender of Facilities. Immediately following the vacating of the Facilities and the surrender of the same to the City, a representative of the Contractor shall inspect the Facilities with a representative of the City to determine the condition of the Facilities. The results of such an inspection shall be summarized by the City in a Facilities inspection report, a copy of which shall be provided to the Contractor.

8.8.7 Cooperation in Preparation for Termination or Expiration of A2feement. Prior to, and at, the end of the Term or in the event this Agreement is terminated for cause prior to the end of the Term, Contractor shall cooperate fully with City and any subsequent food and beverage services provider it designates to assure a smooth transition of food and beverage services. Contractor's cooperation shall include, but not be limited to, providing operating records needed to service the Facilities covered by this Agreement. Each party will cooperate fully with the other and/or its designees, so that the transition of Services rendered under this Agreement shall be timely and efficient and implemented in a manner so as to least interfere with the orderly conduct of the City's business and so as not to unduly interfere with the Contractor's other operations. The failure to cooperate with City following termination shall be conclusively presumed to be grounds for specific performance of this covenant and/or other equitable relief necessary to enforce this covenant.
10 Contractor shall provide either the Executive Director or, upon the request of the Executive Director, the new service provider with all keys, security codes and remote controls used to access the Facilities and any facilities, equipment, machinery and systems employed in supplying the Services under this Agreement. Contractor shall be responsible for coordinating transfer immediately after Contractor's final rendition of Services for an event authorized by the Executive Director, so as not to disrupt service. Contractor shall provide City with a proposed transition plan at least 90 days prior to the transition date, and provide an updated transition plan two weeks before the transition and a final transition plan the day before the transition. Contractor shall provide means of access to the new service provider at least one full business day prior to the first day of services provided by a successor service provider, and always within sufficient time so as not to impede in any way the new service provider from easily servicing the Facilities.

8.8.8 Payment of Unamortized Food Service Eguipment Investment won Termination.

8.8.8.1 In the event that the City terminates this Agreement prior to the expiration of the Initial Term for any reason, the City agrees to pay Contractor the unamortized portion of the Food Service Equipment Investment made by Contractor pursuant to Section 9.20 of this Agreement. Such payment shall be made on or before the sixtieth (60th) day after the effective date of termination.

8.8.8.2 In the event that the Contractor terminates this Agreement prior to the expiration of the Initial Term due to an uncured default by the City, the City agrees to pay Contractor the unamortized portion of the Food Service Equipment Investment made by Contractor pursuant to Section 9.20 of this Agreement.

Such payment shall be made on or before the sixtieth (60th) day after the effective date of termination.

8.8.8.3 The Food Service Equipment Investment shall be amortized over the Initial Term of this Agreement.

8.8.8.4 Contractor shall maintain a schedule of amortization of the Food Service Equipment Investment, including the unamortized balance of the cost of such Food Service Equipment Investment as of December 3P', annually. Contractor will provide documentation, certified as true and accurate by a corporate officer, stating the amount to be amortized, providing back-up and affirming that such amount was paid for the equipment procured for the Expansion Project.

9. Obligations ofContractor.

9.1 Grant of Exclusive Rights. The City hereby grants to Contractor the sole and exclusive right to operate the food and beverage concessions at the Facilities. As used in this Agreement, the term "concessions" includes and means the concession stands, vending machines, banquet service, and other dispensers of food, alcoholic and non alcoholic beverages and other articles in the exhibition halls, ballrooms, meeting rooms, lobbies, arena, concourses, balconies, and adjacent exterior grounds of the Anaheim Convention Center, including the area known as the Grand Plaza; provided, however, that the City retains the right to remove the Contractor's exclusivity for the area known as the Grand Plaza on an event-by-event basis. Under such circumstances and if requested by the City, the Contractor agrees to cooperate with the City and its licensee of the Grand 11 Plaza for the temporary relinquishment of Contractor's liquor license, provided that said Licensee obtains, at its sole cost and expense, from the California Department of Alcoholic Beverage Control ("ABC") such license(s) or permit(s) as ABC determines necessary and appropriate to enable such licensee to serve alcoholic beverages within the Grand Plaza; and provided, further, that the City shall cause such licensee to take whatever steps (including the payment or reimbursement of costs incurred by the Contractor) as may be determined necessary by the Contractor and/or ABC to effect such temporary relinquishment.

Notwithstanding the grant of the foregoing sole and exclusive right to Contractor, exhibitors at events held at the Facilities shall have the right, subject to prior approval thereof by Contractor being first obtained , to offer promotional literature or sample-sized portions of products sold by or performed by such exhibitors or productions in the ordinary course of their business to patrons attending events at the Facilities. No such products may be offered if such offering would be impermissible under the terms of any applicable law, rule or regulation, including the terms of any alcoholic beverage license held by Contractor, or if such offering is a tobacco product.

9.2 Operating Budget . Following the Effective Date of this Agreement, the parties shall meet and mutually agree upon an Operating Budget for the remainder of the calendar year . Thereafter, but in no event later than sixty (60) days prior to the first anniversary of the Effective Date of this Agreement and not less than annually thereafter on or before November 1 of each year, the Contractor shall submit to the City an Operating Budget for the Facilities, which budget shall be subject to the written approval of the Executive Director, which approval shall not be unreasonably withheld. The City shall not unreasonably withhold, condition, or delay the City's approval of each annual Operating Budget, or any amendments thereto.

9.3 Compliance with Laws .

9.3.1 General Reauirements. The Contractor, at no cost to the City, shall be knowledgeable of and abide by and comply with (and shall require that Contractor's Subcontractors, if any, shall abide by and conform to) all local, state and federal laws, rules, regulations, which may apply to the performance of this Agreement, including, but not limited to, laws related to minimum hours and wages, occupational health and safety, fair employment and employment practices, the Health Insurance Portability and Accountability Act (HIP AA), workers' compensation insurance and safety m employment, and business licenses (herein referred to collectively as the "Laws").

The Contractor warrants and represents that all of its Contractor Personnel, including any and all prospective employees (whether permanent or temporary) hired to perform Services for City under this Agreement and the employees of any Subcontractor retained by the Contractor to perform a portion of the Services under this Agreement, are and will be authorized to perform the Services contemplated by this Agreement in full compliance with all applicable Laws which may apply to the performance of this Agreement. The Contractor agrees to indemnify and hold the City lndemnitees harmless for, of and from, any loss, including, but not limited to, fines, penalties and corrective measures, the City Indenmitees may sustain by reason of the Contractor's failure to comply with said Laws in connection with the performance of this Agreement and from and against any and all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorneys' fees and costs, presented, brought, or 12 recovered against the City lndemnitees tor, or on account of, any liability under any of the Laws, which may be incurred by reason of the Contractor 's (or the employees of any Subcontractor retained by the Contractor) failure to abide by such Laws in its performance of this Agreement. City shall promptly provide notice to the Contractor of any claim that the Contractor or any Subcontractor retained by the Contractor has failed to comply with Laws.

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 Law committed by it or any person admitted to the Facilities, the Contractor shall immediately desist from and/or prevent or correct such violation.

9.3.2 Licenses and Other Authorizations. The Contractor represents that it and its Contractor Personnel possess any and all regulatory permits and licenses, including a Liquor License and a City business license, which are required under any applicable Laws to perform the Services contemplated by this Agreement and that the Contractor and its Contractor Personnel shall maintain all appropriate regulatory permits and licenses, including a Liquor License and a City business license, at its cost, during the Term of this Agreement.

9.4 :taxes. The Contractor shall pay any and 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, at or from the Facilities; taxes levied on its property, equipment and improvements on the Facilities ; and taxes on the Contractor's interest in this Agreement and any leasehold interest deemed to have been created thereby. The Contractor acknowledges and agrees that this Agreement may create a possessory interest in the Contractor in the otherwise tax-exempt facilities at the Facilities . The Contractor agrees that it shall be liable to pay any such applicable possessory interest assessments or taxes as may be levied against the Facilities due to use of, or Services performed at, t he Facilities by the Contractor; provided. however, that nothing herein shall be construed to limit the Contractor ' s right to challenge all or any part of any such assessment or tax. The Contractor expressly indemnifies the City from any liability for such possessory interest assessments or taxes imposed on the Contractor during the Term and for all sums expended by, or withheld by the State of California from the City in connection with such taxation.

9.5 N ondiscriminat ion. Affirmative Action, and WMBE Utilization- General.

9.5.1 Legal Compliance. The Contractor shall comply with all applicable equal employment opportunity and nondiscriminat ion l aws of the United States, the State of California, and rules, regulations, orders, and directives of the associated administrative agencies and their officers. Contractor agrees that it will not, nor permit its Contractor Personnel to, discriminate against any employees or applicants for employment on the basis of race, religious creed, color, national origin , ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of any person, except as permitted pursuant to Section 12940 of the California Government Code ..

9.5.2 Affirmative Efforts to Utilize WMBEs . Contractor shall use its best efforts to use minority-owned business enterprises (MBEs), Veteran-owned businesses, 13 locally-owned businesses, and women-owned business enterprises in connection with all contracts to be entered into by Contractor for the performance of this Agreement.

9.6 Environmental Standards.

9.6.1 Definitions. For the purpose of this subsection, the following terms shall be defined as provided below unless the context clearly requires a different meaning:

9.6.1.1 "Environmental Laws" shall mean any and all laws, ordinances and regulations relating to Hazardous Substances, including, but not limited to, the Clean Air Act, as amended (42 U.S.C. Section 7401, et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water Act, as amended (42 U.S.C. Section 300f, et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. Section 2601, et seq.), the Comprehensive Environmental Response Compensation and Liability Act, as amended (including the Superfund Amendments and Re authorization Act of 1986) (42 U.S.C. Section 9601, et seq.) , the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. Section 6901, et seq.), the Occupational Safety and Health Act, as amended (29 U.S.C. Section 651, et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C.

Section 11001, et seq.) the Solid Waste Disposal Act, as amended (42 U.S.C. Section 6901, et seq.), and all comparable state and local laws, orders and regulations; and all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the city, or any other political subdivision in which the Facilities are located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over the City or the Facilities. "Hazardous Substances" shall mean any hazardous, toxic, or dangerous substance, waste, or material which is or becomes regulated by any local govenunental authority, the State of California, or the United States Government,. Notwithstanding the foregoing, "Hazardous Substances" shall not include such products in quantities as are customarily used in the maintenance and operation of similar facilities and grounds.

9.6.2 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, refme, transport, treat, store, handle, dispose, transfer, or process Hazardous Substances except in compliance with all applicable Environmental Laws. The Contractor shall provide the City with the Contractor's 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 Contractor's handling of 14 Hazardous Substances or the presence, or possible presence, of any Hazardous Substance on the Facilities.

9.6.3 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 City reserves the right, but not the obligation, to act in place of the Contractor (for which purpose the Contractor hereby appoints the City as its agent), to come onto the Facilities and to take such action as the City deems necessary to ensure compliance or to mitigate the violation. If the City 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 City reserves the right to enter onto the Facilities and take such corrective or mitigating action as the City deems necessary. All costs and expenses incurred by the City in connection with any such action shall become immediately due and payable by the Contractor upon presentation of an invoice therefore. 9 .6.4 Testing. The Contractor shall provide the City with access to the Facilities to conduct an annual environmental inspection in January of each year of the term hereof or any time the City wishes to access said space. In addition, the Contractor shall permit the City access to the Facilities at any time, upon reasonable notice, for the purpose of conducting environmental testing at the City's expense. The Contractor shall not conduct or permit others to conduct environmental testing on the Facilities without first obtaining the City's written consent , which shall not be unreasonably withheld. The Contractor shall promptly inform the City 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 City within thirty (30) days after the preparation of any such material.

9.6.5 Removal of Hazardous Substances Prior to Vacation of Facilities. In addition to all other requirements under this Agreement , the Contractor shall remove any Hazardous Substances placed on or at the Facilities during the term of this Agreement or the Contractor's possession of the Facilities, and shall.demonstrate such removal to the City's reasonable satisfaction.

9.6.6 Reimbursement of City Costs. In addition to any remedy provided above, the City shall be entitled to full reimbursement from the Contractor, which is not classified as an expense to the City, whenever the City incurs any cost resulting from the Contractor's violation of any of the terms of this Section, including but not limited to, the cost of clean-up or any other remedial activity, fmes, penalties assessed directly against the City, 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 Contractor's violation of the terms of this Agreement (even if such loss of revenue occurs after the expiration or earlier termination of this Agreement).
15 9.6.7 Indemnification. In addition to all other indemnities provided in this Agreement, and notwithstanding the expiration or earlier termination of this Agreement, the Contractor agrees to and shall defend, indemnify, and hold the City and the City Indemnitees 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(s) on, upon or at the Facilities resulting from a violation of the tenns 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 Agreement, or (b) made, commenced, or incurred after the expiration or termination of this Agreement if arising out of an event occurring during the term of this Agreement.

9. 7 The Contractor agrees that all financial statements, reports, and billings rendered to the City under this Agreement shall properly reflect the facts of all activities and transactions handled for the City and may be relied upon as being complete and accurate in any further recording or reporting made by the City for any purpose related to the performance of Services under this Agreement.

9.8 The Contractor shall notify the City in writing within seventy-two (72) hours upon discovery of any failure to comply with Section 9.

9.9 The Contractor shall furnish 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 City from time to time.

9.10 Access will be provided for the Contractor and its Contractor Personnel to all areas of the Facilities as necessary to provide the Services, subject to compliance by such persons with the City's security policies and procedures, as may be established by the City from time to time. The City shall have the power to adopt, amend and repeal such policies and procedures as it deems reasonable . A copy of the policies and procedures , as they may from time to time be adopted, amended or repealed, or a notice setting forth the adoption, amendment or repeal of specific portions of said policies and procedures shall be delivered to the Contractor. The Contractor shall ensure that its Contractor Personnel comply with such policies and procedures . The Contractor shall not use any other portion of the Facilities to which it has access for any purpose outside the scope of this Agreement. This paragraph shall not exclude the Contractor from reasonable access to office areas for the conduct of normal business activities associated with this Agreement.

9.11 At the City's request , the Contractor shall provide vending machines . Vending machines shall not be used, except with the prior written approval by the City. The Contractor shall submit its proposal concerning items to be sold, suggested prices, type and style of machines and recommended locations in writing, for the consideration and approval by the City.
16 9.12 Tenants occupying the Facilities shall be permitted to exhibit any merchandise or article in connection with the exhibit or other type of event, or dispense free samples of merchandise. Such sampling is subject to approval by the City but normally will be restricted to the following: (a) Food- I oz. Portion, (b) Non-Alcoholic Beverage- 2 oz., (c)- Beer - 2 oz., and (d) -Liquor- Y2 oz. At certain special shows that occur annually, Contractor shall offer menu items generic to the show type in consultation with the show manager and City.

9.13 The Contractor shall do all things necessary to have the food/beverage services open and in operation a reasonable time before, at all times during, and a reasonable time after all events or operating days, as may be requested or approved by the City.

These services may be in operation when there are no events upon approval by the City. The staffing levels and operation times of food/beverage service at each location must be approved by the City.

9.14 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 City.

9.15 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 City. The Contractor will not circulate throughout the Facilities for the sale of any merchandise, except with the permission of the City. Neither the Contractor nor its Contractor Personnel shall distribute campaign or political literature or commercial solicitation literature of any kind at any time in or on the premises of the Facilities.

9.16 Access to Facilities.

9.16.1 City's Right to Enter.

9.16.1.1 Nothing herein contained shall be held to limit or qualify the right of the City to free and unobstructed use, occupation, and control of the Facilities and ingress and egress for itself, its tenants, and the public.

Representatives of the City 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 Contractor Personnel are present.
9 .16.1.2 The Contractor shall provide the City 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 City; provided, however, this right of access shall not impose on the City any obligation to make any repair, alteration, addition, or improvement except as specifically provided herein.

9.16.2 Permitted Interference With Contractor's Operations. In inspecting and in making repairs, alterations, additions and improvements, the City may erect 17 banicades and scaffoldiD.g in and outside of the Facilities and may othetwise interfere with the conduct of the Contractor 's business and operations where such action is reasonably required by the nature of the City's work; such interference shall not be deemed to be a breach or default under this Agreement.

9.16.3 Suspension of Contractor's Operations and Obligation to Pay Monthly Fees. In the event such inspection, repair , alteration, addition, or improvement work necessitates the temporary suspension of the Contractor's business or operations in, on, or from the Facilities, the City shall notify the Contractor of such necessity and the anticipated beginning and ending dates of such suspension.

Payments from City pursuant to the requirements herein shall be prorated during each month in which the Contractor's business or operations are required by City to be temporarily or partially suspended pursuant to this subsection, and the City shall have no obligation to pay any fees during the period that the Contractor's business or operations are totally suspended; such cancellation of the obligation to pay the 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.

9.16.4 City's Retention & Use of Key to Facilities . The City shall have the option to key the premises with its core system and/or utilize key cards or other access devices and charge the Contractor the City's normal key fees. Othetwise, the Contractor shall provide the City with a key with which to unlock all of the doors in, upon, and about the Facilities, excluding the Contractor's vaults, safes, and files, for each of the aforesaid purposes. The City shall have the right to use any and all means that the City 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 Contractor's property. Any entry to the Facilities obtained by the City 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.

9.17 Liquor License.

9.17 .1 Contractor, as part of its operational expenses, will obtain and at all times maintain, a liquor license issued by the California Department of Alcoholic Beverage Control ("ABC") that will enable alcoholic beverages, including, beer, wine and distilled spirits to be sold and consumed on the premises of the Facilities (the "Liquor License'').

9.17.2 Contractor shall keep the Liquor License in full force and effect and in good standing at all times dur..ng the Term of this Agreement and, if required to renew said license periodically, shall renew the Liquor License as and when required by ABC and provide evidence of such renewal or evidence that said license is in existence (as the case may be) to the City.

9.17.3 Contractor shall promptly notify the City of any violations of law or non-renewal issues relating to the Liquor License . Any such violations or non-renewal issues shall be promptly cured , and, if for any reason, the Liquor License is revoked, lapses or fails to be renewed, Contractor shall immediately replace the Liquor 18 License with an equivalent Liquor License. In the event the Contractor is unable or unwilling to replace the Liquor License , the City may procure a Liquor License and charge the Contractor for such costs and any and all damages resulting therefrom by way of set-off from any sums owed to the Contractor. In addition, the City may, at its sole option (i) order the Contractor to stop work under this Agreement and/or withhold any payments which become due to the Contractor hereunder until the Contractor demonstrates compliance with the requirements hereof, or (ii) terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to other remedies the City may have and is not the exclusive remedy for the Contractor's failure to maintain a Liquor License .

9.17,4 Contractor shall not, and shall not attempt, to re-locate, sell assign, or in any way transfer (collectively, a "transfer") the Liquor License to another location, person or entity without the express written consent of the City, which consent shall not be unreasonably withheld provided that the Contractor replaces the Liquor License with a similar type of ABC liquor license concurrently with the transfer of the original Liquor License so that a ABC liquor license is at all times maintained and available for use at the Facilities without any interruption in the ability of the Contractor to sell alcoholic beverages at the Facilities.

9.17 .5 In the event of the termination of this Agreement by the City in the event of an uncured default occurring prior to the expiration of the Term, the Liquor License shall be automatically transferred to the City or a designee of the City at no cost to the City or its designee. Contractor shall cooperate with the City or its designee in the transfer of the Liquor License and shall execute any and all documents required for said transfer, including, but not limited to, a management agreement between the Contractor and the City or its designee that will enable the continued sale of alcoholic beverages at the Facility pending the transfer of the Liquor License. Contractor will execute a limited power of attorney for the purpose of transferring the Liquor License to the City or its designee as well as sign a blank transfer application to the ABC within three (3) months of signing this Agreement.

9.18 Pavment of Direct Operating Exoenses . Direct Operating Expenses are not separately reimbursable by the City unless the City, in its sole discretion, has agreed in advance and in writing to reimburse the Contractor for any of such expenses . The Contractor will promptly notify the City regarding all expenses for which the Contractor is liable but have been attributed to the City. The Contractor will indemnify, defend, and hold the City harmless from all expenses that are the responsibility of Contractor.

9.19 Prior Approval of Pass-Through E?t£!enses. Any expenses that Contractor desires to pass through to the City (e.g., expenses incurred from a software upgrade mandated by the Contractor's corporate parent), must be approved by the City in advance , in the City's sole discretion .

9.20 Food Service Equipment Investment. The City is currently under construction on the expansion of the Facilities, which will include the addition of approximately 200,000 square feet of leasable flexible space that can be used as exhibit, ballroom and/or meeting rooms (the "Expansion Project"). Contractor hereby agrees to and shall 19 make an investment of a minimum of TWO MILLION DOLLARS ($2,000,000) for the Initial Term of the Agreement to be used for the procurement of kitchen equipment, smallwares and related items associated with the kitchen and food and beverage operations related to the Expansion Project. The kitchen will have the capacity to accommodate banquet service for 6,500 people. Such payment shall be due in full at the time of contract execution and Contractor shall procure all equipment that is mutually acceptable to the Parties and agreed upon in writing.

9.21 License Fee. Contractor shall pay to the City a one-time license fee in the amount of $30,000 within three (3) business days following the City's execution of this Agreement.

9.22 Capital Reserve Fund. Contractor shall create a capital reserve fund equal to 5.0% of annual Gross Receipts to fund repair , maintenance, and replacement of food/beverage service equipment, smallwares, computerized point-of-sale systems, marketing, advertising and other leasehold improvements . Such funds shall be placed in an interest bearing account under the auspices of the Contractor to be used only under written direction and approval of the Executive Director. Any funds unused during any year shall be carried forward with interest until the end of the Term of this Agreement at which time all Wlused funds shall immediately become the property of the City.

SECTION II DESCRIPTION OF REQUIRED AND DATI.-Y OPERATIONAL

SERVICES BY CONTRACTOR

10. Exclusive Rights.

10.1 The Contractor shall have the exclusive right to operate food service areas, bars, fixed and mobile concession stands, banquet/catering areas, and vending operations selling food and beverages (alcoholic and non-alcoholic), except as herein otherwise provided , with the exception of the Grand Plaza, which shall be used on a non exclusive basis . Failure to provide any food/beverage service as required under the terms of this Agreement will be considered a b reach of contract and the Contractor will be considered in default of the Agreement.

11. Use of Facilities By Others.

11.1 Contractor shall not permit the private use of any part of the Facilities without, in each case, the prior written approval of the City.

11.2 The City 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.

City shall use reasonable efforts to notify the Contractor of cancellation of previously scheduled events to which due notice has been given the City, but no liability shall evolve upon the City for failure to deliver notice of cancellation .

11.3 Should the Contractor utilize foodservice facilities for off-site food functions, the Contractor must obtain written approval of the City at least two working days before the function. All such services are to be considered part of Gross Receipts and expenses and as such, are fee approved operations .
20 12. Hours of Operation.

Contractor's food/beverage sales hours of operation shall be determined by mutual agreement of the Contractor and the City, subject to certain restrictions as provided in the "Restrictions on Sales" section herein.

13. Foodservice Provision.

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 Agreement or as described in the RFP.

14. Types of Service.

14.1 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 public assembly building activities. These specialized services may include, but are not limited to, the following:

14.1.1 Mobile and fixed thematic concession facilities service.

14.1.2 Main Kitchen storage/preparation .

14.1.3 Special meeting and buffet/banquet/catering services.

14.1.4 Water, tablecloth, and table skirting service.

14.1.5 Non-exclusive catering services.

15. Procurement Policy.

15.1 The Contractor shall purchase tOod, 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 City.

Notwithstanding the foregoing, the Contractor shall purchase locally grown and produced food, beverages, and supplies to the fullest extent possible. The Contractor shall adhere to the Minimum Food Purchase Specification Requirements of the City provided in Schedule 2 of this Agreement. All such purchases shall be in the Contractor 's name for the benefit of the City, and payment shall be made directly to the supplier. The City shall be the final approval source on product quality levels.

15.2 The Contractor will hold the City harmless from actions by suppliers and will permit no liens whatsoever to be placed against the property of the City as a result of the 21 failure of the Contractor, his agents , Contractors , and/or sub-contractors to make all payments required of them in this connection.

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

16. Menus .

16.1 The Contractor shall plan and prepare imaginative menus in the Facilities in consultation and coordination with the City 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 City according to its requirements . Only foods and beverages which are wholesome and of the best quality , in the opinion of the City, shall be purchased and served . Any changes to the menu or pricing are subject to approval by the City .

16.2 The Contractor shall first submit for the City's 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 .

16.3 The Contractor shall prepare approved, printed catering and other menus utilizing the Facilities' logos and used exclus ively for the Facilities, in sufficient quantities to ensure 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 the City prior to distribution and shall be used by the City and the Contractor's marketing department for sales purposes.

16.4 Should the Contractor or its representative directly contract with a user of the Facilities 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 City. Such 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, the total charges to be collected for the function by the Contractor, and the cost to the City expected from this transaction.

17. FoodH apdling.

17.1 Contractor and its Contractor Personnel shall adhere to all Hazard Analysis and Critical Control Points ("HACCP") rules, regulations, and operating requirements .

17.2 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 pre-packaged sandwiches , cakes, and other similar products in cellophane or similar transparent wrapping appropriate to the food service industry . 22 17.3 The Contractor agrees to operate the foodservice facilities and perform all work in connection therewith in a professional and resourceful manner, complying with all public health regulations including a Grade "A" sanitation rating to the satisfaction of all authorized local Health Department officers and the City and shall adhere to the Sanitation Regulations and Project Inspections Regulations provided in Schedule 3 of this Agreement. All health department reports shall be immediately provided to the City's Executive Director or designee.

18. Food Ouality.

18.1 The Contractor shall adhere to the Minimum Food Purchase Specification Requirements set forth in Schedule 2 of this Agreement. Moreover, the Contractor shall sell only foods that comply with all applicable federal, state, and local laws, acts, orders, or regulations including but not limited to the following:
• The Food and Drug Act.
• Applicable Meat Inspection Regulations .
• The Humane Slaughter of Animals and Humane Slaughter Regulations. e 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

19. Items To Be Sold.

19.1 The Contractor shall sell those products, commodities, and articles normally found in operations of this type, subject to the approval of the City, which approval may be granted or denied, in City's sole discretion. The City may require the Contractor to sell items which, in the City's sole discretion, are necessary for the Operation of the foodserv:ice facilities and may limit, prohibit, or require discontinuance of the sale of any products, commodities , or articles .
19 .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 Southern California 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 Agreement, the Contractor shall submit a proposal for price signs to be provided by the Contractor for the written approval of the City. The City shall be the sole and final judge of prices , sign quality, size of letters, and propriety of any advertising proposed.
23 19.1.2 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 fmally adopted will require approval of the City.

19.1.3 The City and the Contractor shall, on a quarterly basis, or as deemed necessary by the City 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.

19.1.4 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 ftrst obtaining written approval of the City 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 City as to the quality, size, weight, quantity, brand, and price of such substitute article. 19 .1.5 The Contractor will not sell any products of inferior quality. All items to be sold require the approval of the City. This requirement shall not require the Contractor to rely exclusively on one seller or manufacturer's item(s), but several manufacturers or sellers may be used or the Contractor's original source may be changed in the interest of quality, competition, and public appeal, as required by the City.

19.1.6 All merchandise kept for sale shall be subject to inspection and approval or rejection by the City during the term of the 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 Agreement, perform all of its obligations under the Agreement, and to comply with all governmental codes, regulations, and laws.
19 .1. 7 The Contractor shall purchase, sell, and feature locally produced (Southern California area) products, as long as said wholesale prices are competitive with similar products available on the open market.

20. Sale of Alcoholic Beverages.

20.1 The Contractor shall not sell or allow the sale or consumption of any alcoholic beverages (as defmed in Section 23004 of the Business and Professions Code of the State of California) in any part of the Facilities, unless the Contractor is licensed by the California Department of Alcoholic Beverage Control (' 1 ABC") and the sales or
consumption of such beverages is approved by the City and complies with Section

9.17 herein . The Contractor shall not sell or allow the sale or consumption of alcoholic beverages off the premises of the Facilities. Consumption of alcoholic beverages shall occur only on the premises of the Facilities. 24 20.2 The Contractor shall provide the type of Liquor License that is necessary to permit the on-premises consumption of beer, wine and distilled spirits at the Facilities as part of its operational expenses.

20.3 Contractor must provide an Alcohol Awareness Training Program for those members of its Contractor Personnel who shall provide alcohol service and monitoring staff, i.e., TIPS , TEAMS, etc., at least twice a year and provide a complete record of training to the City. Contractor must provide the same training for new employees at the employees' orientation and to Contractor's Subcontractors. 21 . Deliveries. The Contractor shall monitor the movement of products in and out of all foodservice areas to avoid all conflicts with other Facilities fimctions. The Contractor shall cover or otherwise protect all food, beverages, and food handling equipment being moved through public areas.

22. Take-Out Sales.

22.1 Take-out sales are prohibited.

23. Restriction on Sales.

23.1 Contractor understands and agrees that the City's 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 City) may not be pennitted.

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

24. Sampling.

24.1 Contractor understands and agrees that food or beverage may be germane to the function itself, and in such cases, the City's 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.

24.2 The City reserves the right to examine and/or sample Contractor ' s products at any time for the purpose of assessing quality and portion controls .

25. Use of Operating Memoranda.

25.1 The parties acknowledge that certain items have been covered in this Agreement in general terms only with the understancling that details are to be set forth in "operating memoranda ." Therefore, from time to time operating memoranda may be entered into by Contractor and the City which shall be binding upon the parties. It is understood that there is no implication in this language that this Agreement is not complete and that further terms are yet to be agreed to. 25 26. Altering Facilities.

26.1 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 City provided that payment of all such alterations and/or additions be negotiated between the City and the Contractor and shall inure to the benefit of and become the absolute property of the City. Any such applicable work shall be undertaken on a prevailing wage basis.

26.1.1 Acceptance of Facilities. Contractor accepts the Facilities in their condition as of the commencement date of the term hereof. The City 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 Agreement.

26.1.2 Prior Ap,proval of Plans & Specifications Reguired. The Contractor shall submit to the City, 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 City's site standards and related review procedures . All such designs, drctwings, 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 ofTwo Thousand Dollars ($2,000) shall be prepared by a licensed architect or engineer, who shall have affixed to the same his/her 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 Agreement 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 City facility, until after the City 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.

26.1.3 No Representation or Liability Created by Approval. The approval of any plans and specifications by the City shall not constitute an opinion or representation by the City 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 the City 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.

26.1.4 Damages to Property/Facilities. In the event any activity or omission of the Contractor results in damage to City property or any other Facilities or property, and the City undertakes emergency repair or cleanup activity, the Contractor 26 shall be liable for the full cost of such City work. Such expenses shall not be part of Direct Operating Expenses and shall be the Contractor's responsibility.

26.1.5 Improvements. Additions & Alterations and Fixtures Become City Propertv. All improvements, additions, and alterations made to, and fixtures installed at the Facilities shall become the property of the City upon the expiration or termination of this Agreement except for those items specified by the City by written notice to the Contractor. All improvements, additions, alterations, and fixtures not identified in such City's notice shall remain in, and be surrendered with the Facilities as a part thereof without molestation, disturbance, or injury.

26.1.6 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 City, the Contractor shall deliver to the City written proof of the payment of any item that could be the basis of such a lien, if not paid.

27. Emergency.

27.1 The obligation of any party to perform any acts hereunder shall be suspended during the period such performance is prevented by acts of 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.

27.2 In the event that the Contractor is unable to provide the services or a portion of the services covered by this Agreement, for any reasons specified in the preceding paragraph, the City 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.

28. Advertising.

28.1 The Contractor shall not advertise in any manner other than as approved by the City 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 publication not located in the Facilities, without the prior written approval of the City.

29. Other.

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

29.2 At the expiration or termination of this 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 City or, if authorized and directed by the Executive Director, to the succeeding Contractor.

29.3 The Contractor must conduct regularly scheduled training classes for all Contractor Personnel and management throughout the Term of the Agreement. This schedule 27 and its content shall be approved by the Executive Director 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 City.

SECTION ID- PERSONNEL .Mr.n UNIFORMS

30. Personnel.

30.1 Minimwn Proficiency Levels and Training. The Contractor shall select, employ , train, fimrish, and deploy Contractor Personnel 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 Contractor Personnel from within the City of Anaheim, with due consideration for veteran hires .

Contractor agrees that all Contractor Personnel assigned to perform Services under this Agreement must have experience in the areas for which they are responsible under this Agreement. Contractor shall be responsible for all costs and expenses associated with providing, equipping, training and retaining Contractor Personnel .

From time to time during the Term of this Agreement, the City may conduct training of Contractor Personnel on the service standards known as the "Anaheim Way". To the extent the City provides such training, Contractor shall do all things reasonably necessary to ensure that Contractor Personnel shall abide by said service standards .

Moreover , Contractor Personnel shall conduct themselves in a proper and efficient manner at all times and in accordance with rules and regulations as may be reasonably established by the City from time to time. The City shall have the power to adopt, -amend and repeal such rules and regulations as it deems reasonable . A copy of the rules and regulations as they may, from time to time, be adopted, amended or repealed, or a notice setting forth the adoption, amendment or repeal of specific portions of said rules and regulations shall be delivered to Contractor in accordance with Section 54.3 .

30.2 The Contractor shall furnish all necessary qualified supervision for the performance of Services and agrees to assign to these operations a highly-competent, full-time resident general manager, who shall have no duties other than direction of all operations associated with the performance of the Services . The Contractor shall secure the City 's approval in advance of the general manager for this assignment and, once assigned to this operation, such manager shall not be reassigned , replaced or redeployed unless (1) the Executive Director consents in writing to such reassignment , replacement or redeployment, which consent shall not be unreasonably withheld; (2) the individual (a) voluntarily resigns from the Contractor; (b) is dismissed by the Contractor for (i) cause or misconduct (e.g., fraud, drug abuse, theft) or (ii) unsatisfactory performance in respect of his or her duties and responsibilities to the City or the Contractor, (c) is unable to work due to his or her death or disability ; or (d) takes a leave of absence from the Contractor for illness or under the Family and Medical Leave Act; or (3) the individual is temporarily reassigned or temporarily redeployed by the Contractor for a period not to exceed 28 seven (7) days (a "Temporary Reassignment"), provided, however, any such Temporary Reassignment shall not materially interfere with the Contractor's responsibilities (i) at the Facilities or (ii) to the City pursuant to the terms and conditions of this Agreement (subparts (1), (2) and (3) herein are collectively referred to as "Approved Reassignments "). Except for a Temporary Reassignment, no Approved Reassignment of the general manager shall occur without prompt written notice to the City. If the general manager becomes incapacitated, disabled, takes a leave of absence , voluntarily terminates his/her employment with the Contractor, is terminated or removed for cause by the Contractor, or is transferred, reassigned or redeployed with the consent of the Executive Director, the Contractor shall replace such person within three (3) days (unless additional time is granted by the Executive Director) with another person reasonably acceptable to the Executive Director and with sufficient knowledge and expertise to perform the duties of a general manager.

Contractor shall furnish a bond to the City from a reputable insurance company in the amount of $50,000 to ensure against improper management movement and dishonesty .

30.3 Should the Contractor 's general manager be changed reassigned, replaced or redeployed (other than as a Temporary Reassignment or an Approved Reassignment) in less than two (2) years' time from date of his/her work commencement at the request of the Contractor, the Contractor will pay to the City a fee of $100,000.00, which amount shall be due and payable to the City within thirty (30) days.

30.4 The Contractor's general manager or in his/her absence one or more assistant managers shall be available and present at all food and beverage functions.

30.5 If at any tim~ the City finds that the Contractor's general manager or his/her alternate is unsatisfactory , and such causes and reasons are duly reported in writing by the City to the Contractor, the Contractor shall, within ten (10) days, replace him/her with one who is satisfactory to the City. At any time a general manager desires to leave the employment of the Contractor, the Contractor will provide to the replacement general manager such detailed training as necessary and required before changing his/her position.

30.6 Contractor's full-time management shall provide an annual written management staffing plan. Such management team shall have no other duties other than those specifically dedicated to the Facilities functions on a full-time basis.

30.7 Personnel supplied by the Contractor will be deemed Contractor Personnel and will not for any purpose be considered employees or agents of the City. The Contractor assumes full responsibility for the actions of such Contractor Personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and 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.

30.8 The City shall have the right to refuse access to its Facilities at any time to any Contractor Personnel. The exercise of its right shall not diminish the Contractor's obligation of performance arising under this Agreement , provided that the City 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 Facilities available for corrunon use (e.g., entrances, hallways, stairways, concession areas, lounges, 29 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 City. The Contractor will be responsible for requiring Contractor Personnel to abide by all instructions, regulations, and codes as specified by the City.

30.9 The City requires that all Contractor Personnel engaged in the preparation, handling, serving, and storing of food meet State and Local Health Department requirements, including a Health Card and Food Handlers Permit.

30.10 The Contractor shall remove from the Facilities any Contractor Personnel whom the City considers detrimental to the best interests of the Facilities.

31. [INTENTIONALLY OMITTED.]

32. Unit Staffmg. Labor. and Personnel Training Practices.

32.1 Prior to commencement of work in the Facilities, the Contractor shall furnish to the City a written statement setting forth the names of all Contractor Personnel, the location in which they will work, the commencement date of the employment at the Facilities of each such Contractor Personnel. and the duties to be performed by each.

The Contractor shall also furnish to the City on a monthly basis a written statement setting forth the names of persons ceasing to be employed in the Facilities along with the names of any new Contractor Personnel, the locations in which they will work, and the duties to be performed by each.

32.2 In addition, the Contractor shall:

32.2.1 Prior to commencing work, describe in writing its good faith efforts regarding the Contractor's Equal Opportunity Employment Program.

32.2.2 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 .

32.2.3 Submit a detailed copy of the Contractor 's Employee Handbook.

32.2.4 Provide a detailed written description of recruiting techniques and sources of non-management labor.

32.2.5 Provide a detailed written description of personnel policies and practices.

32.2.6 Provide a serving ration plan for plated and buffet service and methods to successfully carry the plan forward.

32.2.7 Abide by City's administrative regulations on dress code, appearance, uniform requirements and general dress demeanor.

33. Supervision and Conduct of Contractor Personnel.

Contractor shall be responsible for the management, supervision and conduct of the Services performed by all Contractor Personnel assigned to provide Services under this Agreement, and shall direct and control the management of such Contractor Personnel. For Contractor Personnel, 30 Contractor shall: (a) determine and pay all applicable wages, salaries, benefits, taxes, exactions, including applicable sick leave, vacation leave, holiday pay, overtime and other premium pay, (b) provide welfare and retirement benefits, as it deems necessary or desirable, (c) comply with applicable tax Laws and regulations, including income tax, social security and employment tax withholding Laws and regulations, (d) comply with all applicable Laws governing the employment relationship between Contractor and its Contractor Personnel, including Laws, as applicable, relating to accommodation of disabilities, equal pay, provision of leave, unlawful discrimination, as well as wage and hour requirements, (e) comply with all workers' compensation insurance coverage Laws, (f) file all applicable reports with federal, state and local agencies and authorities as required by applicable Laws and (g) maintain all required employment records , personnel and medical files consistent with applicable Laws and customary business practices .

34. Removal of Contractor Personnel.

34.1 The Executive Director may eject from the Facilities any Contractor Personnel who use improper language or act in a discourteous, loud, boisterous, inappropriate or offensive manner and whose continued presence at the Facilities is considered by the Executive Director to be contrary to the best interests of the City.

34.2 Under circumstances other than as described in Subsection 34.1, above, in the event that the Executive Director determines (i) that the performance or conduct of any Contractor Personnel is unsatisfactory or is not in compliance with the provisions of this Agreement or (ii) that such person's continued presence at the Facilities, as a result of their performance or conduct, is contrary to the best interests of the City, and the causes and reasons for such determination are duly reported to Contractor in writing, Contractor shall, at Contractor's cost, either promptly address the performance or conduct of such Contractor Personnel in accordance with Contractor's policies and procedures applicable to its Contractor Personnel or, at the Executive Director's request, and to the extent permitted by Law and such Contractor policies and procedures, take steps to promptly replace such Contractor Personnel with a comparable Contractor Personnel reasonably acceptable to the Executive Director and with sufficient knowledge and expertise to perform the Services in accordance with this Agreement. If Contractor is unable or unwilling to provide a replacement reasonably acceptable to the Executive Director, this Agreement shall be deemed to have been breached and the City, subject to its compliance with the notice and cure periods provided in Section 8, may exercise its right to terminate this Agreement. The City's rights under this Section 34 shall not be exercised in an arbitrary or capricious manner, or with the intent of forcing a termination of this Agreement.

35. Tipping Policy. Neither Contractor nor its Contractor Personnel will solicit or accept tips or other gratuities. Notwithstanding the foregoing, Contractor Personnel may accept, but not solicit, tips in any cash bar environment.

36. Uniforms. The Contractor will provide and maintain distinctive uniforms for all Contractor Personnel. All Contractor Personnel shall wear a photo identification badge that identifies them as an employee of the Contractor or, in the case of a subcontractor, as an employee of the subcontractor entity by name. 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 City, which approval shall not be unreasonably withheld. The Contractor must provide written and graphic presentation of a choice of uniform styles and availability to and at the City's request. The City will provide the graphic standards to be followed in this design.
31 Additionally, the appearance of the Contractor Personnel must reflect a natural, clean, professional look and not be of a manner which draws attention to the Contractor Personnel while present at the Facilities. Contractor Personnel shall adhere to the City's Operational Policies for Grooming (PER-001) and Dress Code (PER-002), as set forth more fully in Appendix D of the RFP.

SECTION IV- BOOKS, RECORDS. AUDITS. AND TAXES/FEES
3 7. General Description of Records. Accounting. and Audit. 3 7 .1.1 The Contractor shall keep an accurate and complete set of books and records of its accounts, operations and all transactions associated with the performance of its Services at, on or from the Facilities in accordance with generally-accepted accounting principles (GAAP) throughout the Term of this Agreement until the end of the "Records Retention Policy" (as defined in Section38.1, below). If any litigation or other similar claim is made or audit commenced during the Term of this Agreement or within the period of time associated with the Records Retention Policy, the Contractor shall maintain the records until all such litigation or claims or audit findings involving records has been fully resolved and allow the City or its auditors at all reasonable times to inspect said books and records, correspondence, memoranda, and other information relating to this Agreement during the term of this Agreement and such time thereafter as may be necessary for the City to verify revenues and expenses due it under the terms of this Agreement.

37.1.2 [INTENTIONALLY OMITTED]

37.1.3 Audit. At any reasonable time and from time to time as the City may deem appropriate, the City shall have the right to audit the Contractor's books and records in so far as they relate to Gross Receipts and Direct Operating Expenses to verify that the Contractor's payment of Net Revenue to the City have been properly and accurately calculated. The Contractor shall permit the City, 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 Contractor 's Gross Receipts to verify the amount of Gross Receipts generated by the Contractor on or from the Facilities, and shall supply the City with, or shall permit the City to make, a copy of any such books and records and any portion thereof, upon the request of the City's Director of Finance or functional successor or designee. The City shall notify the Contractor of the amount of any over- or under payment found. Any overpayment shall be a credit against any fee subsequently due, or at the City's option, shall be refunded to the City. In the event of an underpayment, the City shall pay to the Contractor the amount of such underpayment plus any costs incurred in auditing the Contractor 's books and records. The Contractor shall ensure that the City's right to inspect , audit, and copy the Facilities user's 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 . Should such audit(s) uncover a deficiency or deficiencies in payments from the City 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 Direct Operating Expense. 32 37.1.4 No later than the twentieth (20th) day of each month during the Term of this Agreement, the Contractor shall submit the following information on a monthly basis for the preceding month:

37.1.4.1 an accurate and complete statement of Gross Receipts and Direct Operating Expenses, including year-to--date totals and the amount of the Base Management Fee retained by the Contractor on a monthly basis from Gross Receipts.

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

37.1.4.3 a complete expense breakdown by event and by expense category .

37.1.4.4 Individual event profit/loss statements .

37.1.4.5 Concurrent with the delivery of each monthly financial statement, the Contractor hereby agrees to and shall pay to the City the Net Revenue received by the Contractor for the preceding month, unless the Contractor's calculation of Net Revenue results in an operating loss for that month.

37.1.5 Coin/Credit Card Operated Vending. The Contractor must submit an explanation of vending control methods . Contractor may subcontract coin/credit card operated vending with the written approval of City. Such approval shall not be unreasonably withheld. In the event the Contractor subcontracts the vending concession, the Contractor shall supply the following information: (a) the name and address of the subcontractor; and (ii) the subcontractor's reputation and industry experience. In the event that vending is subcontracted , the City will consider the prime contractor to be the sole contract responsible for the services it or its agents provide.

37.1.6 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 City. 3 7 .1. 7 Inventory systems to determine sales and product usage must be approved by the City. The Contractor will not permit any of its Contractor Personnel to make change from boxes, container, or from pockets of clothing in the above establishments.

37.1.8 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 City, of all business a11d transactions engaged in under this Agreement, for all periods included within the term of this 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 City as hereinafter provided, such books and records as well as a copy of all business tax returns to the State of California and of all federal income tax returns. 33 37.1.8.1 Contractor shall only utilize City-approved computer hardware and account software for all records, proposals, contracts, invoices , letters, and all accounting functions related to the operations of this Agreement.

37.1.8.2 A separate bank account at a bank approved by the City shall be maintained for all sales deposits. Cash shortages in excess of inventory sales may not be deducted from Gross Receipts.

37.1.8.3 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 City shall have complete and open access to this system and its reports at all times . Contractor shall provide City with a preliminary sales/expense report by noon on the day following each and every event at the Facilities for which the Contractor provides Services.

37.1.8.4 Contractor and City shall conduct annual inventories of all food/beverage equipment, leasehold improvements, uniforms, and smallwares to determine required replacements, repairs, and adjustments to any depreciation schedules in force pertaining to such items.

38. Books and Records.

38.1 Keeoing of Records. With respect to the performance of Services and as reasonably needed to validate the Contractor's compliance with this Agreement , the Contractor shall maintain complete and accurate books, accounting records , documents, invoices, purchase orders , bills of lading, papers and the like of the Contractor or in the possession of the Contractor, regarding the Services provided under this Agreement, including its Direct Operating Expenses and the Gross Receipts , on an ongoing basis , prepared during the same time period as the performance of the Services and the collection of Gross Receipts, and in sufficient detail for an auditor to understand the nature and scope of such services ("Contract Records"). The Contractor shall ensure that as part of its disaster recovery and business continuity obligations, it will protect all Contract Records and reports provided to the City pursuant to Section 38.2 and ensure that they are fully and completely backed-up and recoverable in the event of a disaster. During the Term of this Agreement, the Contractor shall retain the Contract Records and reports provided to the City in accordance with the City's record retention policy, which as of the Effective Date of this Agreement, is for a period of ten (1 0) years following the termination or expiration of this Agreement ("Records Retention Policy").

38.2 Financial Re,ports. Contractor shall maintain and submit to the City the following reports pertaining to the Services performed in accordance with and during the Term of this Agreement. The format of such reports shall adhere to the format provided in Schedule 1 of this Agreement or in such format as the City may reasonably require .

38.2.1 Statement of Revenue and Annual Re,ports. Within sixty (60) days of the end of each calendar year of the Term, Contractor shall provide the City a complete statement of revenue showing in all reasonable detail the amount of Gross Receipts 34 received by Contractor from the performance of the Services during the just completed calendar year.

38.2.2 Summazy of Sales by Show or Event. Contractor shall submit a report on a monthly basis to the City showing sales generated by Contractor at, on or from the Facilities in accordance with the reasonable requirements of the City. Such report shall indicate the gross receipts earned on a "show-by-show" or event basis .

SECTION V - INSURANCE/LIABILITY /INDEMNIFICATION

39. Insurance.

39.1 Contractor shall secure and deliver to the City 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:

39.1.1 A comprehensive general liability insurance policy in form acceptable to the City covering the Services being provided hereunder in an amount not less than Two Million Dollars ($2,000,000) combined single limit per occurrence for bodily injury and property damage. Coverage should include contractual liability and flre damage legal liability.

39.1.2 A liquor liability insurance policy in form acceptable to the City covering the Services being provided hereunder in an amount not less than Five Million Dollars ($5,000,000) combined single limit per occurrence. The City and the City shall be named as additional insureds under this policy. 39 .1.3 An excess liability insurance policy in form acceptable to the City covering the Services being provided hereunder in an amount not less than Fifteen Million Dollars ($15,000,000) for each incident.

39.1.4 Comprehensive automotive bodily injury and property damage insurance in form acceptable to the City for business use covering all vehicles owned/operated by Contractor , its officers, agents, and employees and Subcontractors in connection with the Services, with a combined single limit of not less than Two Million Dollars ($2,000,000) (including an extension of hired and non-owned coverage). 39 .1.5 Employers' liability insurance in an amount not less than One Million Dollars ($1,000,000) for each incident in a form acceptable to the City and workers compensation insurance for Contractor Personnel and Subcontractors, as required by the State of California.

39.1.6 A fidelity guarantee insurance policy in form acceptable to the City covering the Services being provided hereunder in an amount no less than One Million Dollars ($1,000,000). Insurance against loss and/or damage to futures , furnishings, equipment, and other personal property upon the premises by fue or other such casualty as may be generally included in the usual form of extended coverages 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 Contractor's business because of fire or other cause. 35 39.1.7 All insurance policies (except workers' compensation) providing the insurance coverage under this Section 39 shall name the City fudemnitees as additioruil insureds, but only with respect to the Services performed by Contractor under this Agreement. A policy endorsement to that effect shall be provided to the City along with certificates of insurance, which endorsement shall be on a form reasonably acceptable to the City's Risk Manager. fu lieu of an endorsement, the City will accept a copy of the policy(ies) which evidences that the City fudemnitees are additional insureds as a contracting party. This insurance shall apply as primary insurance and any other insurance purchased by the City will be excess only and will not contribute to such insurance.

39.2 The following shall apply to the insurance policies described above:

39.2.1 Not less than thirty (30) days prior to the commencement of this Agreement, Contractor shall deliver to the City certificates of insurance evidencing the existence thereof , all in such form as the City may reasonably require. Each such policy or certificate shall contain a valid provision or endorsement stating, "This policy will not be canceled or allowed to lapse without written notice thereof delivered in accordance with the policy provisions to the Executive Director of the Anaheim Convention Center at 800 W Kat ella A venue, Anaheim, California 92802." 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 City at least thirty (30) days prior to such expiration a certificate of insurance evidencing the renewal of such policy or policies.

39.2.2 The coverage provided under such policies shall be occurrence-based, not claims made.

39.2.4 The terms of all insurance policies referred to in this Section 39 shall preclude subrogation claims against the City and the City Indemnitees.

39.3 Contractor shall include all Subcontractors and concessionaires as insureds under its policies or shall furnish separate evidence of insurance as stated above for each Subcontractor and concessionaire. All coverages for such Subcontractors and concessionaires shall be subject to all the requirements stated herein as applicable and prorated to their profession .

39.4 Contractor shall, throughout the Term of this Agreement, require all of Contractor's agents, licensees , or Subcontractors providing a service at the Facilities to provide Contractor and the City (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 Agreement. Said insurance shall include the additional insured endorsement and cancellation language required of the Contractor by this Agreement. 36 39.5 The insurance described above shall be obtained from one or more insurance companies duly authorized to issue such policies in the State of California and having a rating of at least "A", as rated in Best's Rating Guide or a successor or substitute rating service acceptable to the City.

39.6 The placement and storage of personal property in the Facilities or any other City facility shall be the responsibility, and at the sole risk, of the Contractor.

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

40. Indemnification.

40.1 To the fullest extent permitted by Law, the Contractor agrees to indemnify, defend and hold harmless the City Indemnitees from and against any and all costs, liability , loss, damage, and expense, including all reasonable attorneys' fees, and all claims, suits and demands therefor (collectively , the "Losses") arising out of:

40.1.1 Any and all claims under workers' compensation acts and other benefit acts with respect to Contractor Personnel or a subcontractor's personnel arising out of Contractor's Services under this Agreement; and
40 .1.2 Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default or omission of Contractor, the Contractor Personnel, or person, firm or corporation employed by Contractor under this Agreement, including all damages due to loss or theft sustained by any person, firm or corporation including City Indemnitees, or any of them, arising out of, or in any way connected with the Services which are the subject of this Agreement, including injury or damage either on or off the premises of the Facilities or the City's property ; but not for any loss, injury, death or damage, caused by the active negligence or willful misconduct of the City lndemnitees (or any of them) . In case any action or proceeding for which Contractor shall be obligated to indemnify the City Indemnitees shall be brought against the City lndemnitees (or any of them) by reason of any third party claim, Contractor, upon notice from City, shall defend the same at Contractor's expense, by counsel designated by Contractor and approved in writing by City, which approval shall not be unreasonably withheld . If judgment is entered against Contractor and the City Indemnitees (or any of them) by a court of competent jurisdiction because of the concurrent active negligence of Contractor and the City Indemnitees (or any of them), Contractor and City agree that liability will be apportioned as determined by the court . In that event , damages, fees and/or costs of suit, claim or litigation, including without limitation attorneys ' fees or expert witness fees and other costs, liabilities and expenses incurred by Contractor in connection with any such action or proceeding shall be apportioned in accordance with the court's determination of liability. Neither Party shall request a jury apportionment.

40.2 Any breach or default in the performance of any obligation on Contractor's part to be performed under this Agreement that remains uncured pursuant to Section 8, including obligations which survive expiration or earlier termination of this Agreement.

40.3 Except for City Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is 37 not a signatory to this Agreement or a designated City Indemnitee. This Agreement is entered into for the sole benefit of the City and the Contractor and no other persons are intended to be direct or incidental beneficiaries of this Agreement; nor shall any third party have any right in, under, or to this Agreement.

40.4 The indemnification provided in this Section shall not be construed or interpreted as in any way restricting , limiting or modifying Contractor's insurance requirements pursuant to Section 39 or other obligations under this Agreement and is independent of Contractor's insuran ce and other obligations. Contractor's compliance with the insurance requirements and other obliga tions under this Agreement shall not in any way restrict , limit or modify Contractor's indemnification obligations under this Agreement.

40.5 The foregoing indemnity shall survive the expiration or earlier termination of this Agreement.

40.6 Each Party hereto shall give to the other prompt and timely written notice pursuant to Section 54.3 (a "Claim Notice ") of any claim made or suit initiated within its knowledge that in any way, directly or indirectly, contingently or otherwise, affects or might affect the other Party. Contractor may asswne , at its sole option, control of the defense , appeal or settlement of any third party claim that is reasonably likely to give rise to an indemnification claim pursuant to this Section (an ''Indemnified Claim ") by sending written notice of the assumption to the City Indemnitee on or before ten (1 0) business days after receipt of a Claim Notice to acknowledge respons ibility for the defense of such Indemnified Claim and undertake, conduct and control , through reputable independent counsel of its own choosing and at Contractor 's sole cost and expense, the settlement or defense thereof. If Contractor asswnes control of the defense pursuant to this Section 40, the City Indemnitee (a) shall fully cooperate with Contractor in connection therewith and (b) may participate in the defense of the same to the extent of its own interest and employ , at any time, separate counsel to represent it, provided that , if the City Indemnitee chooses to use its own counsel , it is solel y responsible for the costs and expenses of any such separate counsel and Contractor shall continue to control such defense . In the event that Contractor is required to defend the City Indemnitees (or any of them), City shall have and retain the right to approve any and all settlements in connection therewith, which approval shall not be unreasonably withheld .

41. Limitation of Liability . IN NO EVENT SHALL THE CITY BE LIABLE FOR INDIRECT,

INCIDENTAL , CONSEQUENTIAL , EXEMPLARY , PUNITNE OR SPECIAL DAMAGES ,

INCLUDING LOST PROFITS , REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY , EVEN IF IT HAS BEEN ADVISED OF THE POSSlliiLITY OF SUCH DAMAGES.

SECTION VI LINENS/SMALLW ARES AND CSI SECTION 11400

FOOD SERVICE EQUIPMENT

42. Equipment and Smallwares .

42.1 The Contrac tor shall be responsible tor the cost of the maintenance and repair of the Facilities ' equipm ent during the term of this Agreement. This shall be paid out of the Capital Reserve Account with prior approval by the City. The Contractor will cooperate with the City's maintenance personnel in the development and institution of a comprehensive preventative maintenance program and shall organize and institute maintenan ce contrac ts on all major pieces of foodservice equipment to ensure continuous , high-quality , long-term maintenance and upkeep on this important equipment.
38 42.2 Other equipment such as office equipment, sate, 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. Purchase of these shall be through the Capital Reserve Account.

42.3 The Contractor acknowledges that City's 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 commencement of this 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. The City 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 City 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 Agreement.

42.4 The Contractor shall perform a physical inventory of smallwares at least on a semi annual basis. Contractor shall provide the City 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 jnventory, such replacement to be paid out of the Reserve Account.

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

42.7 Upon commencement of Contractor's 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 City.

43. Smallwares and Contractor SuJWlied Equipment.

43.1 Smallwares adequate to provide banquet service for 6,500 persons in the new kitchen addition, as specified by the City and purchased by the Contractor. These shall include the following:

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

43.1.2 Beverage glassware.
39 43.1.3 Supply of stainless steel and/or silver plated dining utensils, including but not limited to: knives, forks, spoons, and soup spoons.

43.1.4 Ample supplies of back-of-the-house serviceware s, including but not limited to:

Kitchen utensils , equipment cleaning aids, and related items.

43.1 .5 Buffet and catering equipment, i.e., chafing dishes, mobile carts, servicewares , and related items .

43.1.6 Salt and pepper shakers .

43.1.7 Specialty mobile foodservice equipment/carts .

43.1.8 Other miscellaneous tabletop smallwares as required .

43.1.9 Table and service linens.

43.1.10 Electronic, computerized point-of-sale cash/inventory control system with all tie in equipment necessary to operate fully with City and City computer systems.

SECTION VII- CLEANING . INSPECTION . AND SANITATION

44. Cleaning, Inspection, and Sanitation.

The Contractor shall at all times permit and facilitate inspection of the foodservice operation s by the City and its representatives and by authorized public authorities and in accordance with Schedule 4 of this Agreement.

44.2 The Contracto r shall provide the City with the following :

44.2.1 A descript ion ofthe Contractor 's approach to sanitation practices.

44.2.2 A description of the Contractor 's program used to train Contractor Personnel in proper sanitation procedures .

44.2 .3 The Contractor shall at all times comply with the Sanitation Regulations and Project Inspections Regulations provided in Schedule 3 of this Agreement.

45. Operations Warewashin g.

45.1 The Contractor will wash after each use, and at the conclusion of each event, all non disposable serviceware, flatware , glassware, and cutlery to achieve ma.xllnum cleanliness and sanitation. The Contractor's washing of glassware and cutlery must produce spotless drying.

45.2 All concession operat ions will utilize high-quality disposable plates , cutlery , and cups. The City reserves the right however to require pennanent smallwares, dishes, 40 silverware, glassware, and place settings to be provided in these and other operations when requested in writing to the Contractor.

45.3 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 City.

46. Garbage and Recycling.

46.1 Waste Disposal. The City shall provide sufficient waste receptacles at each location.

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 City. Such removal shall be made after each event, and all trash handling costs shall be a Direct Operating Expense.

46.2 Damage from Garbage/Recycling . 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 City. 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 the City. These personnel will provide cleaning services only during designated times.

46.3 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 City, which receptacles shall be dumped or removed from the Facilities, at such minimum frequency as is specified by the City. The Contractor shall pay all costs, fmes, penalties, and damages that may be imposed on City or the Contractor as a consequence of the Contractor's failure to comply with the provisions of this subsection .

47. Grease.

47.1 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 .

47.2 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.

48. Pest Control.

48.1 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 41 shall be supplied in all areas where food is prepared, stored , or dispensed .

Docwnentation of such services shall be retained and provided to the City. Should such service be deemed unsatisfactory by the City, the City reserves the right to contract for extermination services and charge back the Contractor for all costs incurred therein.

49. Maintenance Services.

49.1 Notwithstanding the Contractor's responsibility to maintain the food service facilities at a high level of neatness and cleanliness, the Contractor shall provide standard janitorial and maintenan ce services in all food/beverage service areas. Should these services be deemed unsat isfactory by the City, the City 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 Direct Operating Expense. This is to be clarified and agreed to in detail in an operating memorandwn .

SECTION Vill - SECURITY

50. Performance Bond.

50.1 The Contractor shall deliver to the City, at the City's address referenced herein hereof, within five (5) days after the Contractor's execution of this Agreement, as a performance guarantee , a Performance Bond in the swn of FIVE MILLION DOLLARS ($5,000,000) . Said performance bond guarantee constitutes additional consideration for the City's execution of this Agreement.

51. Letters of Credit.
51 .1 As an alternative to the furnishing of the various bonds required herein, the City 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 Americ a and domiciled in the State of California which shall be for an amount not less than FIVE MILLION DOLLARS ($5,000,000 .00) for the Performance Bond available by draft of the City at sight to be accompanied by the signed statement of the City in duplicate certifying that the Contractor has failed to faithfully perform any obligation assumed by, or imposed upon said Contractor by this Agreement , which letters of credit shall be delivered to the City prior to the commencement date of this Agreement. Contractor agrees that in the event of cancellation or termination of said letter or letters of credit new letters of credit or bond affecting the same guarantees to the City shall be furnished by Contractor to the City prior to the Effective Date of such cancellations or terminations.

51.2 Contractor herein agrees that under no circumstances shall the City be liable for damages to Contractor in the event that the City 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 City.

52. Surety.

52.1 The performanc e bond as herein below provided shall be furnished throughout the life of this Agreement, and all premiums for these shall be paid by the Contractor. 42 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 City shall be furnished by Contractor to the City prior to the Effecti ve Date of such cancellations or terminations .

52.2 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 and severally with said TO AND IN FAVOR OF THE ANAHEIM CONVENTION CENTER (THE CENTER) for the faithful performance by said Contractor of all obligations assumed by, or imposed upon said Contractor by this Agreement , including all payments due by Contractor to the City and the City hereunder ; provided, however, that the obligation of the aforesaid surety shall not exceed the swn of . The condition of this
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 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.

SECTION IX- ANNUAL INCENTIVE FEE

53. Annual Incentive Fee.

53.1 Annual Incentive Fee. The City shall determine , in its sole and absolute discretion, whether and in what amount , if any, to pay to the Contractor as an Annual Incentive Fee for each calendar year during the Term of this Agreement commencing upon the first anniversary of the Term .("Annual Incentive Fee") in accordance with the following terms and conditions :

53.1.1 An Annual Incentive Fee may be paid by the City to the Contractor on an annual basis during the Term for exemplary performance by the Contractor of its duties, responsibilities and obligations under this Agreement for the preceding twelve calendar months, measured by the following criteria . If all performance measures are met for a calendar year, the City shall pay an Annual Incentive Fee in an amount detennined by the formula mutually agreed upon by the Executive Director and the Contractor up to 20% of the Base Management Fee.

53.1.2 The City may retain the services of a mutually agreeable independent , fee-paid, food service consulting firm during the Term of this Agreement to consult with the City to arrive at the amount of each Annual Incentive Fee. The cost for said consultant's services shall be split equally between Contractor and the City and shall not be classified as a Direct Operating Expense under this Agreement.

Though the food service consulting firm will develop an audit form, the Contractor may recommend changes to it. Qualification for the Annual Incentive Fee will require exemplary performance as follows:
43 53.1.2.1 Food Ouality- as evidenced by a detailed audit checklist of no less than 30 areas that denote food quality issues in all areas of delivery, storage, preparation, cooking, serving, and clean-up.

53.1.2.2 Service Performance- as evidenced by a detailed audit checklist of no less than 35 areas that denote service issues in all areas of delivery, storage, preparation, cooking, serving, and clean-up.

53.1.2.3 Financial Performance - financial perfonnance at the close of each operating year will be reviewed.

53.1.2.4 Additional Metrics- other yet-to-be determined service standards, such as:
• Community Involvement
• Sustainable Practices

53.2 The Annual Incentive Fee shall be paid annually, if at all, not later than the tenth (lOth) day of the second month following the end of each calendar year of this Agreement. Tb.e first such payment shall be on or before February 10, 2017, covering the period from the Effective Date of this Agreement through the first calendar year hereof and the last or final payment shall be due no later than thirty (30) days after expiration or termination. Each year's Annual Incentive Fee shall be treated as an isolated event and as a separate charge for ac.colmting purposes. No previous payments or credits from any prior or past years shall be credited or subtracted from the amount of the Annual Incentive Fees due and payable as required herein.

SECTION X- GENERAL

54. General Provisions.

54.1 Non-Waiver . No condoning , excusing , or overlooking by the City 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 City's 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 City 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 City save only an express waiver in writing. All rights and remedies of the City in this Agreement contained shall be cumulative and not alternative.

54.2 Removal of Subcontractor . The City reserves the right to remove any subcontractor from the premises whose background, performance, and/or general methodologies are deemed by the City not in the best interests of the overall Facilities' interests.

54.3 Notice. Until written notice of change of address is given by either party to the other, any notice with reference to the subject matter of this Agreement shall be deemed to have been sufficiently given if delivered to the principal offices of the City or the Contractor, as applicable, by (i) personal service or (ii) express mail, federal express or other like overnight delivery service, (iii) facsimile, if such facsimile is followed by a notice sent out on the same day by mail or overnight delivery service, or (iv) registered or certified mail, postage prepaid, return receipt requested. Such notice shall be addressed:
44 If to the City:

If to Contractor:

With a copy to:

Executive Director
Anaheim Convention Center
800 W Katella Avenue
Anaheim, California 92802
Telephone No.: 714-765-8920
FAX No.: 714-765-8986
Aramark Sports and Entertainment Services, LLC
1101 Market Street
Philadelphia, P A 19107
Attention: President
Telephone No.: 215-238-3406
FAX No.: 215-413-4135
Aramark Sports and Entertainment Services, LLC
800 W. KateU.a Avenue
Anaheim California 92802
Attention: General Manager
Telephone No.: 714-765-8823
FAX No.: 714-765-8808
Any such notices shall be deemed given on (i) actual receipt, if delivered personally, (ii) the date of actual or attempted delivery provided such attempted delivery is made on a business day, if by federal express, express mail or other like overnight delivery service, (iii) upon transmission on any business day (if prior to 5:00 p.m. in the recipient's time zone; but if after 5:00p .m., then as of 9:00 a.m. on the next business day after such transmission) if transmitted by facsimile, if such facsimile is followed by a notice sent by mail or overnight delivery service on the same day as the facsimile transmission or (iv) the date of actual delivery as shown by the addressee's registry or certification of receipt, if mailed to the person to whom notice is to be given, by first class mail, registered or certified, postage prepaid, return receipt requested and properly addressed as provided above. Any notice required of either Party pursuant to the terms of this Agreement shall be delivered in accordance with the terms of this Section 54.3. The person and the place to which notices are to be mailed may be changed by either Party by notice to the other in accordance with this Section 54.3.

54.4 Subordination. This 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 City 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 City 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).
45 54.5 Successors and Assi~ms. 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.

Except in connection with a sale of all or substantially all of its assets or a grant of a security interest to its lenders, the Contractor shall not voluntarily or by operation of law assign, transfer or encumber all or any part of the Contractor's interest in this Agreement without the City's prior written consent, which shall not be unreasonably withheld. Subject to Section 8.3 of this Agreement, any other attempted assignment, transfer or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination. Regardless of the City's consent, no assignment shall release the Contractor of its obligation to perform the Services provided herein for the Term of this Agreement.

54.6 Assignment and Change of Control.

54.6.1 The Contractor will not transfer or assign this Agreement or any of its rights or obligations, whether in whole or in part, without the prior written consent of the City, not to be unreasonably withheld or delayed. The Contractor is entitled to use Subcontractors. The City is entitled, without restriction, to delegate, subcontract, transfer or assign this Agreement or any of its rights or obligations, whether in whole or in part, without the prior written consent of the Contractor.

54.6.2 ~b~n~_.C...Q!ll:!Ql. To the extent legally permissible, the Contractor will notify the City in writing at least ninety (90) calendar days prior to (i) any change in ownership of the Contractor; or (ii) the Contractor selling, transferring or otherwise disposing of all or substantially all of its assets used in any way to perform its obligations under this Agreement (collectively "Change in Control").

In case of a Change in Control, the City is entitled to terminate this Agreement, in whole or in part, without any penalty, liability or further obligation with ninety (90) calendar days' prior written notice to the Contractor, and the Contractor will provide reasonable transition services to the City.

54.6.3 Contractor's Authorization to Use Facilities Constitutes Assignment or Sublease.

54.7 Amendment. No amendment or modification of this 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 .

54.8 Governini Law. This Agreement is entered into in Anaheim, California, and shall be governed, interpreted, and enforced in accordance with the laws of the State of California. The parties agree that the exclusive venue for any claims or actions arising under or in relation to this Agreement and the rights, responsibilities, and duties of the parties hereunder shall be a court of competent jurisdiction located in Orange County, California.

54.9 Inde;pendent Contractor. All parties to this Agreement understand and agree that the Contractor is an independent contractor and not an agent, servant, employee, joint 46 venturer or partner of the City, and nothing contained in this Agreement or in the performance of the obligations of the parties hereunder shall be deemed to constitute or create the relationship between Contractor and the City of agent, servant, employee, joint venturer or partner . Contractor shall be solely responsible for, and shall indemnify , defend and save City harmless from all matters relating to the payment of its Contractor Personnel and Contractor 's officers, agents, and Subcontractors , including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, the Contractor Personnel and Contractor's officers, agents, and Subcontractors providing Services under this Agreement shall not, under any circumstances , be considered employees of the City, and shall not be entitled to any of the benefits or rights afforded employees of the City, including, but not limited to, sick leave, vacation leave, holiday pay, California Public Employees Retirement System benefits, health, life, dental, long-term disability or workers' compensation insurance benefits. In the event that any of the Contractor Personnel or Contractor's officers, agents or Subcontractors providing Services under this Agreement claims or is determined by a court of competent jurisdict ion to be an employee of the City for the purposes of any benefit provided by the City, Contractor shall indemnify, defend, and hold harmless the City for any and all liability for payment of any past or future employee and/or employer contributions for such benefits on behalf of Contractor or any of its Contractor Personnel or its officers, agents or Subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the obligation of Contractor.

54.10 Singular. Plural . Masculine, and Feminine . Wherever the singular and masculine is used in the 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 requires and the rest of any sentence shall be construed as if the grammatical and terminological changes thereby rendered necessary had been made.

54.11 Headines. 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 Agreement.

54.12 Attorneys' Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or t.1.e enforcement of any of the terms, conditions, or provisions hereof. If the City is the prevailing Party and uses in-house counsel in the litigation, it shall be entitled to recover attorneys' fees at the hourly rate that the Contractor is being charged by its attorney or at the in-house counsel 's fully burdened rate.

54.13 Authoritv. The Parties and their signators represent that such signators hold the positions set forth below their signatures and that such signators are authorized to execute this Agreement on behalf of and to bind each of the respective Parties hereto.

Should the Contractor fail to insert the date of execution of this Agreement opposite the name of the Contractor's signator, the Contractor hereby authorizes the City, by and through its representative , to insert the date of execution by the City's signators, as the date this Agreement, as executed by the Contractor, is received by the City. 47 54.14 Effective Date . The "Effective Date" of this Agreement shall be January 1, 2016.

54.15 Entire Agreement. This writing constitutes the entire agreement between the Parties with respect to the subject matter hereof , and supersedes all oral or written representations or written agreements which may have been entered into between the Parties . No modification or revision shall be of any force or effect, unless the same is in writing and executed by the Parties hereto. If any provision of this Agreement shall be held invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are intended to be and shall be deemed severable.

55. Off-Site Catering Services by the Contractor.

55.1 The City shall allow the Contractor to perform off-site catering services through its own staff, subsidiaries or affiliates, provided that such activities result in no increase in cost or diminution of services provided to the City. It is expressly understood and agreed that this consent is conditional and may be withdrawn by the City after ten (1 0) days written notice to the Contractor should the Executive Director determine that such catering activities have negatively impacted either the cost or quality of service to the City; provided, however, that the Contractor shall be permitted to fulfill all outside catered events for which a contract exists at the time of withdrawal of consent by the City.

55.1.1 The Contractor shall provide the Executive Director with notice of all off-site events in which the Contractor intends to provide catering services no later than ninety (90) days prior to such event.

55.1.2 No employee of the Contractor engaged in off-site catering activities shall in any event be considered a member of the staff provided by the Contractor pursuant to its contractual obligations to the City except with the written permission of the Executive Director. To the extent that it is possible to do so without negatively impacting the services provided to the City, the Executive Director may, in his sole discretion, consent to permit the Contractor Personnel, who are under contractual obligation to provide services to the City, to support off-site catering activities, at no cost to the City.

55.1.3 No products purchased by the Contractor for off-site catering shall in any way be invoiced to, or be the responsibility of, the City. Any violation of this provision shall be cause for an immediate investigation by the City, in which the Contractor shall provide full and complete cooperation . If a violation of this section is found by the City to have occurred and is not remedied by the Contractor within fifteen (15) days of the date of notification thereof, such violation shall be good and sufficient cause for termination of this authorization for off-site catering and withdrawal of the consent or approvals provided herein. The Contractor specifically indemnifies and holds the City, its officers, agents and employees, harmless, from any da.:.-nage caused to any goods transiting, placed in, processed al or stored on the property of the City which is intended or used for offsite catering purposes.

55.1.4 Off-site catering sales and revenues shall be included in the definition of "Gross Receipts". Off-site catering expenses shall be included in the definition of"Direct Operating Costs".

55.1.5 In addition to any and all indemnities and insurance provisions set forth in this Agreement , the Contractor shall indemnify and hold the City harmless from and against any claims, suits, actions, demands or complaints arising out of or in connection with its off-site catering activities. The costs for any such claim shall in no way inure to the City and shall be solely and exclusively the responsibility of the Contractor .
48 (Remainder of page intelltlonalfy left blonk, ~>ignatures on next page) 49 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the dates hereinafter respectively set forth.

DATE OF EXECUTION:

ATTEST:

UND;;:-J;;, CITY CLERK
By: ~
CITY OF ANAHEIM:, a municipal corporation
and charter city
'jk-Vl--
By: --~-~------------------------Tom Morton
Executive Director
Convention, Sports and Entertamment

N, CITY ATTORNEY
DATE OF EXECUTION:
1 08485-vl OfTJR

ARAMARK SPORTS AND ENTERTAINMENT
SERVICES, LLC, a Delaware limited liability company
By: ffi~
PrintedN~~ Title: \1 Q '-'C.. -
C...u~~
50 EXHIBIT "A"
REQUEST FQR PROPOSALS ("RFP")
[Behind this page.]

INSTRUCTIONS TO PROPOSERS, PROPOSAL BID FORMS

BUSINESS QUESTIONNAIRE, SAMPLE CONTRACT FOR SERVICES

AND OTHER RELATED DOCUMENTS
Prepared By:

THE ANAHEIM CONVENTION CENTER
For the:

FOOD/BEVERAGE OPERATIONS AGREEMENT
At:

THE ANAHEIM CONVENTION CENTER

ANAHEIM, CALIFORNIA
PART10F2
May2015

REQUEST FOR PROPOSAL

FOOD AND BEVERAGE OPERATIONS AGREEMENT

ANAHEIM CONVENTION CENTER

ANAHEIM, CALIFORNIA

TABLE OF CONTENTS

REQUEST FOR PROPOSALS
Page Number
PREFACE: 11ffi PROJECT ............................................................................................ iv

1.0 GENERAL INFORMATION ............................................................................... 1

1.01 Introduction ........................................................................................................... l

1.02 Definitions ............................................................................................................ 2

1.03 Equipment and Contractor's Capital Investment .................................................. 5

1.04 Requirement and Schedules .................................................................................. ?

1.05 Schedule ................................................................................................................ 8

1.06 Rights and Options of Facilities ........................................................................... 9

1.07 Interpretation ....................................................................................................... 1 0

2.0 PRESUBMISSION PROCEDURES AND REQUIREMENTS ........................ 10

2.01 Examination of Proposal Documents ................................................................. 1 0

2.02 Submission of Questions and the Issuance of Answers ...................................... 11

3.0 SUBMITTAL PROCEDURES AND REQUIREMENTS ................................. 11

3.01 Compliance with RFP ......................................................................................... 11 i

3.02 Proposal Fonnat .................................................................................................. 12

3.03 Proposers' Qualifications .................................................................................... I6

3.04 Proposer/Parent of Proposer ............................................................................... 17

3.05 Submission of Proposals: Deadline ................................................................... 17

3.06 Contact during RFP Process ............................................................................... 18

3.07 Submission of Proposals; Agreement ................................................................. 21

3.08 Qualification Statement ...................................................................................... 22

3.09 Opportunities for Displaced Food and Beverage Service Employees ........... .............. 22

3.10 Bond Requirements ............................................................................................ 22

4.0 PROPOSAL EVALUATION AND AWARD OF CONTRACT ...................... 23

4.01 Evaluation Criteria .............................................................................................. 23

4.02 Request for Additional Information .................................................................... 28

4.03 Acceptance or Rejection of Proposals ................................................................ 28

4.04 Award of Contract Agreement ............................................................................ 28

4.05 Contract Award ................................................................................................... 29

SCHEDULE A
The Anaheim Convention Center Food/Beverage Operations Proposal Guarantee Form .............................................................................................................. 30

SCHEDULEB
Business Questionnaire ................................................................................................... 32 ii

SCHEDULEC
Financial Format for Operational Submittal Purposes -
Food/Beverage Sales Proposal Fonn .............................................................................. 42

SCHEDULED
Menu Details -Food and Beverage Functions and Facilities ........................................ 49

SCHEDULEE
Additional Information ................................................................................... , ............. .. 52

SCHEDULEF
Comments on Food/Beverage Operations Contract Agreement ..................................... 53 iii
PREFACE: THE PROJECT
General
The Anaheim Convention Center fll'St became a meetings and conventions destination in 1967. The original construction consisted of the domed Arena, which stands on Katella A venue, an exhibit hall and meeting space. Since those early days, the Anaheim Convention Center has experienced a total of 6 expansions plus several cosmetic renovations. Five of the major expansions provided additional exhibit hall and meeting room space. While the 5th expansion, completed in January 2000 resulted in a complete transformation of the Anaheim Convention Center and surrounding campus, the most recent expansion, completed in January 2013, was the Grand Plaza, 100,000 square feet of exterior space offering meeting planners the opportunity for large outdoor gatherings including alfresco dining, concerts, receptions, exhibitions, meetings and more. The Grand Plaza's singular design makes it unique among outdoor event venues and extremely versatile to accommodate almost any event.

The Convention Center broke ground for its 7th expansion in April2015, which will add 200,000 square feet of flexible space, which can be used for exhibits, meeting rooms or ballroom functions. This expansion, expected to be completed in Spring 2017, will also include a parking structure with 1,350 spaces. While the Anaheim Convention Center is already the largest convention center on the west coast, this new expansion will increase exhibit space beyond the 1 million square foot mark.

LOBBY AREAS FOR REGISTRATION & PREFUNCTION ACTIVITffiS
The main lobby area soars 190 feet to the top of the highest spire. The walls are glass, inviting Southern California's famous sunshine into the facility. The Anaheim Convention Center's prefunction areas total 200,000 square feet, offering limitless possibilities for dramatic meeting themes and show decoration.

EXHIBITION SPACE
The Center houses 813,000 square feet of exhibit space, making it the largest exhibit facility on the West Coast. All halls are directly accessible from the spacious lobby/registration prefunction areas.

MEETING AND BALLROOMS
All the meeting and ballroom space in the Anaheim Convention Center have been newly constructed in 2000. Space totals 130,000 square feet which conveniently occupies the second and third levels, directly above the exhibit halls. iv
Meeting and ballroom space is flexibly designed to accommodate almost any size meeting. Moveable walls divide spaces into small break out rooms, or can be folded away for general sessions.

THE ANAHEIM RESORT
The City of Anaheim, Disney and the Anaheim/Orange County Visitor & Convention Bureau have pooled their resources to create the Anaheim Resort. Every inch of the 1,100 acre Anaheim Resort district has been transformed. Both Disney parks; Disneyland and Disney's California Adventure, the Anaheim Convention Center and the convention hotels are enveloped by the lush gardens of the new resort environment.

The landscaping, pedestrian avenues, traffic thoroughfares. signage and infrastructure have been entirely recreated. The metamorphosis of Anaheim offers visitors a fresh upscale ambiance with the creation of the Anaheim Resort. v

REQUEST FOR PROPOSALS

1.0 GENERAL INFORMATION

1.01 Introduction
a. The City of Anaheim (City) will award a contract to the best-qualified and responsible proposer(s) and enter into a contract agreement for the right to provide food/beverage services, as specified herein; sell alcoholic beverages under certain conditions, operate pantry and other food production/storage areas, operate fixed and mobile concession stands; cater food and beverage to meeting, banquet, and special functions, and vend various refreshments and other items as approved by the City. In addition, the City will require the successful proposer to operate any and all dedicated lounges, mobile thematic food services, and other foodservice operations as required from time to time in the subject facilities under this contract for services. b. The City's Food/Beverage facilities and equipment shall be used solely for the conduct of the described Contract Agreement. The areas to be occupied by the Contractor may be subject to increase or decrease from time to time. The City will designate which space or areas the Contractor may use in the performance of the responsibilities as set forth herein to conform with the priorities established. These specifications will become part of the Contract Agreement and be binding upon the parties thereto.
1 ( 1) Activities - the Facilities provide a broad range of meeting, convention, trade show, and other related activities over the course of a normal operating year.
(2) Proposers should be aware that the City enjoys a reputation for providing a high level of food/beverage quality and service to its list of distinguished patrons
(3) Review of Foodservice Plans and Analysis of Potential- where available, plans are enclosed for review purposes

1.02 Definitions
The following capitalized terms shall have the following definitions in this document as well as in the Sample Food/Beverage Operations Contract attached:
a. Automated Vending- foodservice vending from automatic machines (if any such exist).
b. Branded Name Products- food and beverage items that may be sold within the Facilities to the general public. Branded products may be sold under contract license by the Contractor or at separately-designated stands exclusively featuring certain brand-name products. The City is to have final approval rights regarding use of such products.
c. Catering Services - food and beverage functions at all facilities where payment is received for pre-arranged food/beverage services i.e. pre-arranged functions, etc.
2 d. Concession Services - over-the-counter cash sales at fixed and/or mobile food and/or beverage concession units at the Facilities.
e. Consultant - the designated project foodservice consultant to the City - William Caruso & Associates, Inc., 8055 E. Tufts Ave, Suite 1320, Denver, Colorado 80237.
f. Contract Agreement/Contract - shall mean a binding agreement to provide the Food/Beverage service for the City as provided herein.
g. Contractor- shall mean the corporation, company, partnership, firm or individual named and designated in the Contract Agreement as the "Food Service Operations Contractor(s)," and its, his, or their employees, agents, and legal representatives.
h. Direct Operating Expenses - certain out-of-pocket expenses associated with the daily food and beverage operations including payroll, payroll taxes, administrative and general costs, and other daily operating expenses, as defined in the financial schedules set out herein.
i. The Facilities - the Anaheim Convention Center
Details of the food/beverage operations in the facility are provided within the appendix - including sales and informational outlines.
j. Food Service Eguipment- all equipment used in the storage, preparation, cooking, serving, holding, and warewashing areas of the food/beverage service operations throughout the Facilities and their grounds, defined as CSI Section 114000 equipment by the Construction Specification Institute. 3 k. GAAP - generally (industry wide) accepted accounting procedures. l. Gross Receipts -the total amount of money, gratuities and service charges received or charged by the Contractor, his agents, subcontractors or employees of the Contractor for all food and beverage service sales, excluding applicable taxes, made under this agreement.
m. HACCP- federal guideline program entitled "Hazard Analysis Critical Control Point" dealing with correct holding temperatures and handling methodologies required for various food products.
n. City- The City of Anaheim as Owner of the Facilities o. The City's Designee- an individual named by the City as its contract administrator/liaison for this contract.
p. Net Profit- gross profit less expenses (including fees). q. Performance Bond- the bond provided by the Contractor to guarantee the successful petformance of the contract over the life of the agreement. r. Proposal- the document or documents submitted by proposers in answer to the RFP package questions and information requested by the City relative to the Food/Beverage operational management Contract Agreement at the facilities. s. Proposer - that party or parties responding to the City's RFP, in written form, regarding the above-referenced Contract Agreement.
t. :REf- the formal Request for Proposal document provided to proposers for this Contract Agreement.
4 u. Senior Management- personnel from the Contractor's frrm assigned to this project and relating to the following positions.
• General and Assistant Managers
• Corporate, District and Regional Management Personnel • Corporate, Marketing and Financial Liaison Personnel
NOTE: The term Corporate shall mean any person(s) located at the Contractor's Corporate Headquarters or reporting directly to Corporate Headquarters personnel.
v. Third PartY Sales- subcontracted source sales provided from vendors other than subcontractors to the Contractor.
w. TIPS. TEAM- programs related to alcoholic beverage management control systems and certain procedures to be implemented by the Contractor when serving guests.
x. Vending EQuipment- all automatic vending machine equipment that serves canned, cartoned, and/or pre-packaged food and beverage in an automated manner.
y. Direct Operating Expenses- as defined under the Unifonn System of Accounts for Restaurants - as published by the National Restaurant Association, Chicago, n...
z. Contractor's Charges and Rates- all inclusive of the Contractor's operations agreement to operate the Facilities for management fees as defined herein.

1.03 Eguipment and Contractor's Capital Investment
a. The equipment and fixtures available for use at the Center are outlined in Appendix C of the attached Sample Contract Agreement. Any deviation in the 5 current approved foodservice design requested by the Contractor and resulting in a change order from any Contractor, designee, consultant et al must be first approved in writing by the City prior to commencement of construction and must be completely paid for at the time services are rendered and fees due, by the Contractor. All such costs will not be considered as grant or investment funds of any type, are not City repayable, nor will be considered Direct Operating Expenses. All such work will not be approved should it delay any operations or events at the Facilities and should such approved change order work delay any events at the Facilities, the Contractor will be subject to a delay penalty in sum of ten thousand dollars ($10,000.00) per day for any extra work required to modify the food/beverage service system which has caused such delay.
b. If the Contractor wishes to add equipment beyond that which is provided by the City, any items purchased and installed shall be of a type and class approved by the City and in sufficient quantities to provide proper service to the patrons of the Facilities.
c. AU Contractor purchased equipment and furnishing shall be new, of modern design, and of ftrst-class material and construction. The furnishings and equipment shall be of such quality, design, and finish as will be in keeping, in the opinion of the City's management, with the general decor of the Facilities.

Contractor must be approved in writing by the City before purchase and installation and the cost of such heavy-duty foodservice equipment will be 6 amortized over 60 months with a buy-out provision should early Contract Agreement termination take place.
d. The Contractor(s) will also be required to agree to the following basic financial obligations to this Contract Agreement:
(1) Operation under a management fee agreement where City pays base and incentive fees to the Contractor in return for management services rendered.

1.04 Reguirements and Schedules
Proposals shall consist of Schedule A through F, Schedules 1 through 5, and Appendices A through D attached hereto completed in every detail. Additional pages may be used where necessary.
a. Schedule A - Anaheim Convention Center Food/Beverage Operations Proposal Form.
b. Schedule B - Business Questionnaire
c. Schedule C -Financial Format for Operational Submittal Purposes - Food/Beverage Sales Proposal Form
d. Schedule D -Menu Details- Food and Beverage Functions and Facilities e. Schedule E- Additional Information
f. Schedule F- Comments on Food/Beverage Operations Contract Agreement g. Schedule 1 Wage Schedule
h. Schedule 2 - Financial Format for Operational Submittal Purposes - Food/Beverage Sales Proposal Form
i. Schedule 3 - Minimum Purchase Specification Requirements j. Schedule 4- Minimum Operating Standards Requirements 7 k. Schedule 5 - Sanitation Regulations and Project Inspection

1. Schedule 6 - Project Inspections
m. Appendix A -Affidavit
n. Appendix B - Operating Data
o. Appendix C - Food Service Equipment List and Plans

1.05 Schedule
The following is the anticipated Contractor selection and operational start-up schedule for this project. This may be altered in writing to all proposers at the discretion of the City.

ELEMENT

ESTIMATED PROJECT COMPLETION SCHEDULE

FOOD SERVICE OPERATOR SELECTION

COMPLETED BY
RFP Packages to Proposers ............................................................................... May 18, 015 Mandatory pre-bid meeting with proposers * .................................................. May 27. 2015 Proposals due ................................................................................................... June 26,2015 Review of proposals and short list determined ................................................. July 24, 2015 Short list presentations ................................................................................. August 20,2015 Review and selection of operator(s) ........................................................ September 1, 2015 Negotiation/Letter of Intent ......................................... ............................... September 15, 2015 Transition Time ...................................................................................... October 1, 2015 (start) Commence Contract ......................................................................................... January 1, 2016 8 NOTE:
* A formal site review walk-through will be available at the conclusion of the above referenced mandatory pre-bid meeting.

1.06 Right and Options of Facilities
a. The City has the right to provide food, beverage, and related services to patrons attending events at the Facilities .
b. A Contract Agreement will be drawn for all of the food and beverage service operations at the Facilities.
c. Projected event data for the facilities over the foreseeable future are attached in Appendix B.
d. The City reserves the right to reject any and all proposals and to waive any irregularities or informality with respect to any proposal. e. No proposal will be accepted from, or Contract agreement awarded to, any person, fmn, or corporation that is in arrears or in default to any business or government entity for delinquent taxes or assessments or any debt or contract whether as defaulter or bondsman.
f. The final Contract Agreement with the successful Contractor will be drawn by the City as deemed necessary to protect the City's interests herein. Before any work can commence, the selected proposer will be required to execute a written contract in substantially the form attached hereto as Part 2, with such changes therein as the City determines to be necessary. Proposers responding to this RFP are strongly advised to review all the terms and conditions of the 9 attached contract. Proof of insurance is not required to be submitted with your proposal but will be required prior to the City's award of the contract in accordance with the tenns of the written contract attached hereto as Part 2. g. The Contractor agrees to abide by the rules and regulations as prescribed herein and as prescribed by the City as the same now exists or may hereafter from time to time be changed in writing.
h. The City retains the sole and exclusive right to negotiate sponsorship, advertising and all pouring rights for all food and beverage sold in the contracted facilities.
i. Contractor shall have non-exclusive use of the Grand Plaza area as part of the services it provides herein.

1.07 Interpretation
Should any question arise as to the proper interpretation of the terms and conditions of these specifications, the decisions of the duly designated representative of the City shall be fmal.
10 2.0 PRESUBMISSION PROCEDURES AND REQUIREMENTS

2.01 Examination of Proposal Documents
a. Upon receipt of the Proposal Documents, each Proposer shall examine same for missing or partially blank pages due to mechanical printing or collating errors. It shall be the Proposer's responsibility to identify and procure any missing pages.
b. The Proposer will be deemed to have studied and examined all facilities and all relevant documents, data, and other related information before proposing. c. Proposal documents may be examined without charge in the offices of Mr.

David Meek, 800 W Katella Avenue, Anaheim, CA 92802.
d. Proposer shall propose services under a management fee contract basis as set forth in the bid forms contained herein.
e. The City encourages the participation of local small, MBEJWBE and Veteran owned firms in the bid process including prime/subcontractor relationships, joint ventures and/or strategic alliance partnerships to accomplish this goal.

The City will require full financial breakdown disclosure of the nature of each business entity i.e. financial participation by all identified parties, percent ownership, stock options/ownership levels, etc. This should be set out clearly and easily identified in the proposal forms required for submission herein.

2.02 Submission of Questions and the Issuance of Answers Questions and inquiries regarding any aspect of this RFP or any other matter relating to this RFP shall be directed only to Mr. David Meek (see section 3.06) with a copy of same to:

Mr. William Caruso
President
11 William Caruso & Associates
8055 E. Tufts Avenue, Suite 1320
Denver, Colorado 80237
Phone: 303-649-1600
Fax:303~9-1660
Email: [email protected]

3.0 SUBMm'AL PROCEDURES AND REQUIREMENTS

3.0 l Compliance with the RFP
a. The proposal documents herein include the Instructions to Proposers, sample forms, and other Contract Agreement Documents including General and Supplementary Conditions, Food Service Drawings, and Equipment Lists. b. Proposal Format Content of Proposals
Each Proposer must certify under penalty of perjury that its proposal is in all respects bona fide, fair, and made without collusion or fraud with any other person, persons, or organizations. It shall be the responsibility of proposers to thoroughly familiarize themselves with the provisions of these specifications and the facilities. The City is not required to give consideration to any claim of misunderstanding.

3.02 Proposal Format: Content of PrQPosals
a. In selecting a food/beverage services Contractor(s) for the facilities studied, consideration will be given to the contents of Proposals. Proposers should describe, in great detail, how they propose to meet the Specifications for a Management Fee Contract Agreement for the Food and Beverage, including:
12 (1) Number, qualifications, duties, and Authority of full-time personnel and managers, number and source of part-time personnel. and proposed uniforms for employees and management level staff at the various service venues throughout the Facilities.
(2) How the proposer proposes to continue and participate in the total effort of making the Facilities a successful operation.
(3) Details concerning a professional sustainability program that you plan on implementing.
( 4) 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.
(5) A high level of personal service to guests as evidenced by the following :
(a) No greater than a 1:20 for served meals and 1:30 for buffet meals= ratio of the number of staff to guests at the Facilities - as evidenced by a written plan noting all locations and number of staff to accomplish this goal.
(b) Qualified management team - minimal qualifications of all managers presented should include at least five (5) years of senior food management responsibility in the convention center field, degrees in hotel/ restaurant management from recognized colleges/universities in that field, and a high-quality service plan 13 that meets or exceeds same at other similar very high~quality service facilities.
(6) A professional uniform plan for each of the venues serviced - presented in written and graphic form with budgeted costs noted.
(7) Any other information the proposer believes will be helpful to the City in making a selection.
b. Detail and comprehensiveness of the Proposal are important to the City and will be considered in making the selection.
c. Specific factors will be applied to proposal information to assist the City in its task of selecting the most~qualified candidate for this Contract Agreement.

Interviews with the most qualified proposers will be required. Selection criteria wiU include, but are not necessarily limited to, the following:
( 1) Financial capability to perform the Contract Agreement. Ability to provide necessary services within maximum cost guidelines and ranges paraJlel to the goals and requirements of the City.
(2) Background in high-quality convention center Food/Beverage operations pertaining to catering/banqueting, concessions, special services, catering, bar services, restaurants, including VIP and other similar services. A key requirement of this contract is the desire of the City to insure that the quality levels of food and service are exceptional in all facets and thus the Selection Committee will be looking for this commitment by proposers, within both written proposals and in 14 personal interviews. It will be of paramount importance for proposers to convince the City's Selection Committee that this level of service £!!!! and l!!l! be provided by the proponent. Additionally, the City will require a detailed future plan of how the exterior existing terraces and the non-exclusive use of the Grand Plaza can be utilized to the maximum with unique concepts, ideas and creative food/beverage ideas.
(3) Management qualifications, especially related to the public assembly building foodservice backgrounds of senior management proposed for this facility.
(4) Merchandising and sales creativity proposed. A detailed marketing plan and long-term strategy should be presented as a critically important proposal element including use of local/regionaVnational branded products, impact on sales/profit of branded products, and specific financial/operational arrangements with proposed branded product vendors. Also examples of new facility concept designs, decor, and uniforms must be presented as clements of the sales/ marketing strategy component of each proposal.
(5) Operational expertise as evidenced by staff training/manual procedures, provision of (availability of) daily financial data to City in a recognized GAAP format, ability to provide back-up management expertise on short notice, use of Qwest cash control computer system, and interfaces to be 15 provided and any other information in this area helpful to the City's Selection Committee.
(6) A successful, detailed interview with the proposer's general manager candidate. Resume of your most experienced food/beverage services general manager candidate must be presented possessing extensive foodservice sales backgrounds in similar venues and educational qualifications as previously identified. The City shall have the final right of approval of these candidates .

3.03 Proposer's Qualifications
The proposer submitting this proposal warrants that said proposer has the following qualifications :
a. That the principal frrm, partnership, or corporation or its parent company making application bas been in continuous existence for a period of the past five (5) years or more.
b. That the principal propose r or its parent company bas, for at least the past five (5) consecutive years, operated specialized catering and/or food or beverage concessions, as a major concessionaire or caterer , or both, in a convention center, with gross sales ofTen Million Dollars ($10,000 ,000.00) or more per year
That the principal proposer or its parent company can satisfy aU requirements as noted under Applicant Qualifications in the Instructions to Proposers Section of this 16 package. Additional information (over and above that noted in this Qualification Form) should be attached with this form as Addendum Information.

3.04 Proposer/Parent of Proposer
a. Comorate Resolution - All corporate proposals shall include a duly-executed resolution of their Board of Directors, either approving the particular proposal being submitted or specifically authorizing and empowering a designated agent of said corporation to bind the corporation in all matters involving, relating to, or incidental to the submission of a proposal hereunder and, if accepted by the City. the corporation's full performance under the terms of the Food/Beverage Operations Management Contract Agreement.
b. In the event that the proposer selected to provide food services hereunder is a foreign corporation, it shall file to conduct business in the State of California prior to conducting any business in the state. Although the City does not require foreign corporate proposers to qualify in California prior to submitting a proposal, it is specifically understood and agreed that any such corporation will promptly take all necessary measures to become authorized to conduct business in California at their own expense, upon the written request of the City without regard to whether such corporation is actually awarded the Contract Agreement, and in the event that the award is made, prior to conducting any business in the state.

3.05 Submission of Proposals: Deadline
17 a. The proposer shall complete and submit one (1) original and six (6) copies of its proposal documents. To be considered, sealed proposals must be received at the executive offices of the Anaheim Convention Center located at 800 W Katella A venue, Anaheim, CA 92802 to the attention of Mr. David Meek not later than 2 p.m. (Pacific Standard Time) on June 26. 2015. b. The envelopes containing a proposal must be marked
"Proposal for Food and Beverage Management Services at the Anaheim Convention Center"
c. The envelope containing the proposal shall be the one provided by the Proposer and, if mailed, must be received by the City no later than the time and date noted above. Proposals sent either by facsimile or email are not acceptable and will not be considered . Proposals received after this deadline will not be considered.
d. Proposals shall be properly executed by duly-authorized officers of the Proposer(s) . If the Proposer(s) is/are a corporation or joint venture, the Proposal must be signed in its home office(s) and on its behalf and under seal by two (2) duly-authorized signing officers of the corporation(s). The offices held by the signing officers must be shown and all forms shall be duly notarized by a registered Notary Public.

3.06 Contact with ACC Staff during RFP process
The Executive Director of the Anaheim Convention Center, or such person's designee (herein referred to as the "ACC ED"), shall represent the City in all 18 matters pertaining to this RFP. Whenever reference is made in this RFP to an action or approval to be undertaken by the City, the ACC ED is authorized to act, unless this RFP specifically provides otherwise or the context should otherwise require. Communication between a proposer and any elected City of Anaheim official regarding the selection of a proposal, a proposer or the award of a contract for the work for which this RFP has been issued is prohibited from the time the Request for Proposals (RFP) is advertised until the award of a contract to the proposer selected by the City.

Questions pertaining to this RFP shall be addressed only to Mr. David Meek at 800 W Katella A venue, Anaheim, CA 92802 with a copy to Mr. William Caruso at the address specified in Section 2.02 of this RFP, above. Do not contact any other City employee or official regarding this RFP. H any person or firm contemplating the submittal of a proposal in response to this RFP is in doubt as to the true meaning of any part of this RFP, he/she may submit to Mr. Meek a written request for an interpretation or correction thereof. Any interpretation or correction of any part of this RFP will be made only by addendum, duly issued by Mr. Meek. Copies of such addenda will be mailed or delivered to those persons who have received this RFP. Proposers shall not be allowed to take advantage of any errors in or omissions from this RFP. Full instructions will be given if such error or omission is discovered and timely called to the attention of the City.

Failure of a Proposer, or any of its representatives, to comply with this paragraph may result in their proposal being rejected.
19 Nothing contained in this RFP shall create any contractual relationship between the proposer and the City. This RFP does not commit the City to award a contract. The City accepts no financial responsibility for any costs incurred by any proposer regarding this RFP and the preparation of a proposal in response to this RFP
The City reserves the right to accept or reject any or all proposals received as a result of this request, to negotiate with any qualified sources, or to cancel, in part or in whole, this RFP.

The City also reserves the right to:
1) Waive any informalities or irregularities in any Proposal or submission procedure.
2) Accept or reject any or all proposal(s), or any part thereof. 3) Reissue or cancel this RFP, with or without modification. 4) Investigate thoroughly the financial status, experience and record of each Proposer.

Any Proposer may withdraw his/her proposal either personally, or by written request at any time prior to the scheduled deadline set for opening of proposals.

No proposal may be withdrawn for a period of thirty (30) days subsequent to the deadline without the consent of the City.
20 3.07 Submission of Proposals: Agreement
Submission of a Proposal shall constitute agreement by the Proposer to the terms and conditions incorporated in this "Information to Proposers," which agreement, in the case of the "Successful Proposer," shall remain in effect during the life of the Foodservice Operations Contract Agreement. All proposals shall become the property of the City and shall be considered a "public record.,.

All responses to this RFP accepted by the City shall become the exclusive property of the City. Upon opening, all proposals received by the City shall become a matter of public record and shall be regarded as public, with the exception of those elements of each proposal which are identified by the proposer as business or trade secrets and plainly marked as "trade secret", "confidential" or "proprietary". Each element of a proposal which a proposer desires not to be considered a public record must be clearly marked as set forth above, and any blanket statement (i.e., regarding entire pages, documents, or other non-specific designations) shall not be sufficient and shall not bind the City in any way whatsoever . The City will take reasonable measures to hold in confidence all such labeled information and documentation; provided, however, the City shall not in any way be liable or responsible for the disclosure or release of any such records or part thereof when authorized or required by law or court order to do so, whether pursuant to the California Public Records Act (Government Code§ 6250 et seq.) or otherwise (despite the proposer's request for confidentiality). Further, the City shall also be illllllune from liability for disclosure or release of information under the circumstances.
21 3.08 Qualification Statement
Proposers must submit with their proposals the required Contractor's qualification statement including a written statement attesting that the firm will provide all required services to the City if selected for this Contract Agreement.

3.09 Opportunities for Displaced Food and Beverage Service Employees.

Should a contract be awarded to a company other than the current contractor (Aramark Sports and Entertainment Services, LLC), the new company will be required to retain for a certain period of time employees who had been employed by Aramark for the four (4) month period (or longer) preceding the effective date of the new contract. The new contractor will be required to make an offer of employment to employees whose performance is satisfactory. For further details on these requirements, please refer to the form of the contract attached hereto as Part 2.

3.10 Bond Requirements
A bond, cash, or a certified or cashier's check payable to the City in the amount of $50,000 will be required to guarantee the execution of the Contract Agreement (the Bid Bond) and shall be submitted with each proposal. No proposal will be considered unless it is accompanied by the proposal deposit. The certified or cashier's check will be returned to Contractor at such time as the Contract Agreement has been executed, planning for food and beverage services has taken place, and normal operations are underway as determined by the City. An irrevocable letter of credit for the sum of $50,000 issued by a bank domiciled in the State of California will be viewed as an acceptable alternative to the above proposal deposit (surety bond). Unsuccessful proposers will be notified and proposal deposits 22 returned within 30 days of the notice of Contract Agreement execution with the successful proposer bid.

4.0 PROPOSAL EVALUATION AND AWARD OF CONTRACT

4.01 Evaluation Criteria
a. In order to qualify for the award of the contract, proposers must meet the following minimum qualifications that meet minimum industry levels of operation of food and beverage facilities at large-volume, world-class venues such as the facilities to be contracted herein. Further, the qualifications as set forth herein are designed to establish experience criteria with which the proposer demonstrates the capability to provide food and beverage service in a major public assembly building environment similar to the Facilities. The City will be particularly interested in reviewing the following proposal information.

Evidence in the form of answers to the enclosed business questionnaire or additional evidence in affidavit form:
(1) That the proposer has experience in major convention centers which have multi-purpose food/beverage facilities including fixed and mobile concession facilities, banqueting, special function facilities, and other food/beverage facilities. Proposers shall cite the number of years and the locations at which such similar operations are conducted. b. Operating experience (minimum past 5 years) and reputation for quality of service and cooperation in line with paragraph a subsection ( 1) above and satisfactory to the City.
23 c. Financial resources which, in the opinion of the City, are adequate to ensure full and proper performance of the Contract Agreement. A proposer must submit a current financial statement which is not to be older than one (1) year after the close of the most recent complete accounting period. Said statement is to be certified by a certified public accountant.
d. Demonstrated ability to develop maximum gross receipts and potentials from similar-type operations. This demonstration shall demonstrate per capita receipts over at least two consecutive operating seasons at the following levels:
(l) Special function services- extensive catering menus for breakfast, lunch, and dinner showing local market pricing and cost justifications for same
(2) Cost and control results in similar operations generating at least $10,000,000 per year in convention center food/beverage receipts over the past three (3) consecutive years as follows:
(a) Labor cost- not greater than 35.0% 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
(b) Food cost- not greater than 28.5.0% blended average all areas where food is served
'I: Above results to be certified via audited Statements for facilities currently in operation by an outside, professional accounting firm. 24 e. Demonstrated abilities in other world-class, public assembly buildings, in the areas of:
(1) Cost control results (food and labor)
(2) Graphic design and signage programs
(3) Advertising/sales plans
(4) Types, styles of product sold including size and specification (5) Quality control measures to be undertaken, including HACCP controls (6) Institution of safety/emergency management programs (7) Actual experience and implementation and results in previous recycling programs (all such programs per current State of California regulations) (8) Nondiscrimination in the selection of subcontractors as vendors and/or joint venture partners
(9) Conformance to all American with Disabilities Act (ADA) requirements (10) Operating Partnership with MBEIWBE, Veteran and local hiring firms and use of MBFJWBFJV eteran certified vendors in other similar venues operated
f. Of critical importance in the evaluation of proposers will be the ability to provide an experienced convention center management team (in professional foodservice and support services) as detailed earlier herein to ensure a quality program satisfactory to the City.
g. Literature, brochures, etc., describing the operation(s) of the firm and such other material(s) that may be useful in determining the operating experience 25 and reputation for quality and cooperation of the proposer and ability to begin operations as noted.
h. Proposed labor schedules and staffing charts of the resident management and staff to accommodate consistent convention center attendances over the term of this contract. Proposer should also outline in detail by position, duties, salary level, and responsibilities the experience, qualifications, and strengths of its proposed management team. Proposer should also outline in detail its staffing plan for all areas of the Facilities.
i. A proposer must submit an organizational chart of the proposed operation to include a detailed manual of operational and training procedures for its food and beverage program.
j. A proposer should provide in great detail and submit with the proposal a thorough evaluation of proposed sales potentials including its work papers evidencing evaluation of primary and secondary market needs and definitions, as well as its professional marketing and promotional programs for the term of the agreement. This program will be aimed at generating maximum food and beverage business for the City. The City retains all rights and privileges to separately contract or self-operate merchandise and other novelty services. k. Proposer should also outline in great detail the following programs:
(1) Alcohol awareness, i.e., "TIPS/' "TEAMS" training programs, systems, and philosophies.
26 (2) Branded-name product usage- products, themes, system, and formats proposed for this project. It is the intent of the City to utilize high demand branded products in its best financial and marketing interests and as such may request that certain local and/or regional food/beverage brands be included in the final operating mix of facilities. (3) Provide a detailed sample questionnaire for use by the facilities and their guests in evaluating services. Discuss how a continuing program of this nature will be instituted and the overall program goals/objectives obtained.
( 4) The City may require such other written information as deemed necessary to ascertain the qualifications of the proposer. (5) Ability to provide a high level hotel standard grade of food/beverage to the future program at the Convention Center
I. The decision of the City and the staff as to the acceptable qualifications of the proposer shall be final.
m. The Contract Agreement under which these exclusive services as a whole shall be granted will be for a term of seven (7) years, with a three year extension potential thereafter, one year at a time, at the sole discretion of the City. commencing upon January 1, 2016, and terminating on December 31.2022. n. Proposer should also outline in detail in its proposal:
(l) Services that proposer will provide
(2) Its maintenance and sanitation programs intended for the facility. 27 (3) Any other operational or financial incentives the proposer wishes to have considered.
o. Proposer should outline its experience in and proposals for menu flexibility and responsiveness to City's client needs.

4.02 Request for Additional Information
After submission of Proposal, and before acceptance of any Proposal by the City, the City may request, and Proposer shall furnish, such additional information related to the Proposer as the City may reasonably request.

4.03 Acceptance or Rejection of Proposals
Proposals shall remain open for acceptance and be irrevocable for a period of ninety (90) calendar days from the closing date of the proposal receipt deadline date. The City reserves the right to reject any or all proposals and any item or items therein, and to waive any non-conformity of proposals with this RFP, whether of a technical or substantive nature, as the interest of the City may require. The City shall review the overall qualifications and business proposals of the bidders and, in its judgment , select the best qualified.

4.04 Award of Contract Agreement
As promptly as possible after the receipt and review of proposals, the City will notify proposers and assign a time for selected "short-listed" proposers to appear before the City's Selection Committee to orally present their proposals and provide a food sampling and tasting of selected food/beverage items. Once chosen, the successful proposer shall then be required to negotiate the final terms and conditions of the 28 attached {Volume 2) Sample Contract Agreement and provide all required documentation at the time of contract execution.

4.05 Contract Award
a. In the event that the successful proposer does not execute the Contract Agreement as herein required, the award of the Contract Agreement may then be made to another proposer or the City may decide to call for new proposals. b. In the event that the successful proposer fails or refuses to sign the Contract Agreement on the forms provided within the time specified, the bid bond submitted as part of the prqposal response to the RFP shall be forfeited to the City as liquidated damages.
c. Immediately after the notice of award, the Contractor(s) and its/their Foodservice Manager(s) shall begin planning in conjunction with the City's staff to ensure fulfillment of all obligations. The Contractor(s) will be expected to provide professional coordination services upon execution of the Contract Agreement, the expenses of which will be borne by the Contractor(s).

The Contractor(s) will be expected to attend meetings as required by the City or its designee to assist in the preparation for opening . 29 SCHEDULE A

THE ANAHEIM CONVENTION CENTER

FOOD AND BEVERAGE OPERATIONS PROPOSAL
We ------------ having examined the Specification and Contract Agreement Terms and Contract Agreement Term and Conditions do hereby offer and agree to furnish the Foodservice Operation as hereinafter described in the Specifications hereunto enumerated in Schedules A through F inclusive at the fees stated therein. ______________________ has received, reviewed, and
agrees to Addenda------------------ if successful,
--------------------agrees to sign THE ATTACHED
Food/Beverage Operations Agreement in its present form.

Submitted by: --------------
(Company Name)
Ad~s: ----------------------------
Signature: ------------
(Authorized Agent or Officer)
Printed Name: -----------
30 SECRETARY'S CERTIFICATE
(Applicable to all Corporations)
I, ______________________ being the secretary of
----------------'hereby certify that the proposal, submitted hereby, has been authorized by the Board of Directors of said corporation, and that the above signatures are those of the duly authorized agents and/or officers of same ______ 20_.

Secretary
(CORPORATE SEAL)
31 SCHEDULEB

AGREEMENTFORTHEFOODANDBEYERAGEOPERATIONSCONTRACT

AT THE ANAHEIM CONVENTION CENTER
ANAHEIM. CALIFORNlA

BUSINESS QUESTIONNAIRE
Proposer(s) must present evidence that they are fully competent and have the necessary facilities, experience, and financial resources to fulfill the conditions of the Food/ Beverage Contract Agreement. To provide the City with information on these points, proposers must submit, as part of their proposals, information stipulated in this questionnaire. In addition, certain minimum financial and experience requirements are set forth herein which must be met in order for a proposal to be considered. Proposers unable to satisfy the minimum requirements shall be disqualified.

Failure to submit this Business Questionnaire with all questions completely answered may disqualify the proposer, in accordance with conditions stipulated in the "Instructions to Proposers." The information in the Business Questionnaire will be held confidential. 32 MINIMUM FINANCIAL AND EXPERIENCE REQUIREMENTS:

The proposer submitting this proposal warrants that said proposer has the following qualifications:

1. That the principal firm. partnership, or corporation or its parent company making application has been in continuous existence for a period of the past five (5) years or more.

2. That the principal proposer , joint venture or its parent company has, for at least the past five (5) consecutive years, operated a catering and/or food/beverage concession, as a major concessionaire or caterer, or both, in one or more major convention centers, with gross sales of Ten Million Dollars ($1 0,000,000 .00) or more per year per location.

3. That the principal proposer or its parent company can satisfy all requirements as noted under Applicant Qualifications in the Instructions to Proposers Section of this package.

Additional information (over anc,t above that noted in this Qualification Form) should be attached with this fonn as addendum information .
33 INFORMATION TO BE FURNISHED WITH PROPOSAL:

PLEASE PRINT OR TYPE IN BLANK SPACES

1. Date Submitted
Submitted by:

2. Proposer is: (a)
If proposer is an
individual, fill
in Paragraph (a) only.
(Full Name)
(Street, City, and Zip)
and is sole Manager of, and doing business as:

OR (b) a commerc ial partnership composed of the following partners:

If proposer is an
partnership, fill
in Paragraph (b) only.
doing business as:
domiciled at:

In the state of:
(Give Names and Addresses of all Proposers)
(Trade Name)
(Street, City, and Zip)
34 and which Contract Agreement will be signed by:
(Name of Partner)
A member of the co-partnership.

Additionally, please submit a copy of the partnership agreement and a partnership certification evidencing the existences of the partnership and the City and incumbency of the person signing on behalf of the partnership.

OR (c) a corporation organized under the laws of the state of ------------------ ·domiciled
If bidder is a at: ------------------------------------------corporation, fill in Paragraph (c) only. -------------------------------
(Street, City, and Zip)
and authorized to do business in the State of California and which Contract Agreement will be signed by:
(Name of Officer)
The Officer who signs the Contract Agreement for the successful bidder must furnish a Notarized Statement with an extract of minutes of the corporation's Board of Directors showing his/her authority to act for the corporation.
35 Additionally, the cmporation should submit an officer's certificate containing a copy of the current minutes of the corporation authorizing the corporation and the individual officer to act and stating the incumbency of the acting office.

4. The following named surety company authorized to do and doing business in the State of California will execute the bonds for bid, surety. and grant payment guarantee for the proposer:
(Name and Address of Bonding Agency)
The following named bank domiciled in the State of California will furnish irrevocable letters of credit in lieu of specific bonds for the requirements as noted above.

5. Number of years of experience of the proposer making this proposal in the operation of the required concessions:

TYPE OF OPERATIONS
Fixed and Mobile
Concessions/Facilities
YEARSOFEXPERmNCE
36 Special Function/Bar Services
Meeting/Specialty Dining Facilities
Catering and Banquet Facilities

6. Give the names and locations of places with prioritization of similar projects, at which your organization has operated above-mentioned facilities, together with the dates of operation (attach additional pages as necessary):

Type of
Operation Location

7. State approximately the largest gross receipts your organization has realized from the operation of the aforesaid facilities at any one place over one ( 1) year of operations:
(Location) (Year)

8. List below the names and addresses of your clients for the operations listed in Item 5 above:
37 Operation Address

9. Have any contracts for the operation of arenas, convention centers, pelforming arts centers, restaurants/cafeterias, cocktail lounges, auditoriums, etc., held by your organization been terminated? If yes, how many within the last 1-5 years? Please provide details .

Yes ( ) No ( ). If yes, explain in detail the specifics of these circumstances on separate attached pages.

10. Bank References :

Bank: Address:
38 11. Annual financial statements for each proposer (and each joint venture partner) for the most recent fiscal year period, certified by an independent certified public accountant, must be furnished. Please complete the following balance sheet, which need not be audited. The date thereof shall not be more than twelve (12) months prior to the date of this questionnaire. Your own format may be substituted on a separate sheet, if you wish to do so.

12. Provide on separate attached pages all capitalized cost that will be expensed for this project in detail by description, amortization method, and term or life of the amortization i.e. FF&E and Small wares.
39 BALANCE SHEET
Nmne: ----------------------------------------------------- Date: As of _________________________ , 20 ____ _
ASSETS
a) Cash and short-tenn securities: $
b) Accounts receivable: $
c) Notes receivable: $
d) Inventory at lower cost of market $
e) Current assets other than cash and
receivables, such as stocks, bonds
and other securities: $
f) Real estate, owned and registered in
the name of the applicant: $
g) Equipment, depreciated value: $
h) Other assets: $
$
$
$
Total Assets: $
40 LIABll..ITIES
a) Notes Payable - Current Portion $
b) Accounts Payable $
c) Real Estate Encumbrances $
d) Judgments $
e) Other Liabilities: $
$
$
$
$
f) Surplus Reserves Capital Surplus $
g) Capital Stock Paid Up $
h) Surplus (Net Worth) $
Total Liabilities $
Proposer:

By:

Title:

Signature:
41 Proposal of:

Address:

Date :

To: City of Anaheim

SCHEDULEC

PROPOSAL FORM
The undersigned hereby offers to enter into the Food/Beverage Contract Agreement for the Anaheim Convention Center, Anaheim, California for the specific areas serviced with food and beverage services as enumerated herein, under the tenns 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 January 1, 2016, through December 31,2022, with a three (3) year extension, one year at a time, option available thereafter, 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 ___ % of gross food and beverage sales ("gross sales")/year , whichever is less, payable by the City to the Contractor , monthly in arrears. In addition , an annual incentive fee (20% of the base management fee) will be available to the Contractor , defined as follows :
42 THE BONUS/INCENTIVE PLAN

1. QUALITY SERVICE AND PROFIT INCENTIVE BONUS
As an incentive set out to insure top quality service, products and gross sales, a maximum annual bonus of up to 20% of the base fee paid, will be paid by the City to the Food Service Contractor for exemplary performance as follows :
• For achieving certain food quality standards
• For achieving certain exemplary service performance standards • For achieving certain financial perfonnance standards • For achieving other "to-be-determined" service standards i.e. sustainability, community service

INCENTIVE STANDARDS
• Food Quality- as evidenced by a detailed audit checklist of no less than 30 areas that denote food quality issues in all areas of delivery, storage, preparation, cooking, serving, and clean-up. An annual weighted average of 90 points or more (out of a maximum total of 100 possible), over the course of 2 semi-annual audits per year, will earn the incentive bonus in this category.
• Service Performance- as evidenced by a detailed audit checklist of no less than 35 areas that denote service issues in all areas of delivery, storage, preparation, cooking, serving, sanitation and health department inspection reports, and clean-up . An annual weighted average of 90 points or more (out of a maximum total of 100 43 possible), over the course of 2 semi-annual audits per year, will earn the incentive bonus in this category.
• Financial Performance - financial performance at the close of each operating year will be reviewed. If all expense cap centers meet the incentive criteria and net operating profit exceeds the mutually approved (by City and Contractor) budget by

10.0% or more. then the contractor shall be allowed full credit toward the fmancial incentive bonus.
• Other metrics- to be detennined and mutually agreed.
• A11 Incentives Met - if all incentives are met, then the Contractor shall be entitled to 20% of the annual base fee paid for services, which is, the maximum incentive share obtainable by the Contractor in any given operating (fiscal) year.

NOTE
A mutually agreeable independent. fee-paid, foodservice consulting firm may undertake the semi-annual foodservice system audits during the contract tenn to arrive at the incentive award amounts due. The annual consulting fee cost for audit preparation shall be split equally between Contractor and City and shall not be classified as an allowable expense under this contract. Recommended audit forms shall be approved by both parties. 44 Additionally, the City will require the following:

1. Contractor to provide employees of the City engaged in duties and responsibilities for the Anaheim Convention Center and City/Bureau sponsored events food and beverage services at Actual Cost (food plus labor or a discounted amount to be set by the City) at all facilities. Also, all food/beverage services, herein, are classified as an operational expense for accounting purposes.

2. Proposals shall include agreement to provide a Capital Reserve Fund equal to 5.0 percent of AMual Gross Sales to fund repair, maintenance, and replacement of food/ beverage service equipment, smallwares, computerized point--of-sale systems, marketing, advertising 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 Contractor to be used only under written direction and approval of the City. 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 City.

3. Document Preparation Fee- a one time document preparation fee of $30,000.00 will be due and payable by the successful Proposer to the City, at the time of contract execution. 4, Food Service Equipment Investment. Contractor shaH make an investment of a minimum of two million dollars ($2,000,000) for the base term of the Contract Agreement, to be used for the procurement of small wares and related FF&E items associated with the operation of the Betterment Vll expansion kitchen and food and beverage operation. The kitchen will have the capacity to accommodate banquet service for 6,500 people, and the like. Such payment shall be due in full, at time of contract execution, and placed in an interest bearing account. Contractor shall procure all equipment with prior written approval by City. 45 The terms and conditions of this proposal are agreed upon on this __ day of the year 20_.

WITNESS (SIGNATURE)

TYPED NAME - TITLE
(CORPORATE SEAL)
BY:

SIGNATURE: ____________ _
TITLE:

COMPANY:

ADDRESS:

DATE:

PHO:t..ffi;
FAX:
46 CONTRACTOR SUPPLIED EQUIPMENT LIST
Small wares adequate to provide service for 6,500 person banquet in the new kitchen addition, as specified by the City and purchased by the Contractor. 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 City, the china will not have the logo of the Facilities imprinted thereon .

2. Beverage glassware

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

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

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

6. Salt and pepper shakers .
47 7. Specialty mobile foodservice equipment/carts.

8. Table and service linens.

9. Electronic, computerized point-of-sale cash/inventory control system with all tie-in equipment necessary to operate fully with City's computer systems. 48 SCHEDULED
MENUDETARS-FOODANDBEVERAGEFUNCTIONSANDFAC~~
Proposers should present detailed menu and pricing information for all food and beverage products and services proposed to be offered at the City. These should be comparable to other similar, world-class venues in the United States . Please include location or locations where items will be sold. Provide a listing in column form with location. menu item, selling price, portion size. and product cost information for the following:

1. Fixed Concessions and Mobile Thematic Food/Beverage Operations The facilities will require a very high quality service to be maintained at all times. Please detail your plans in the format noted below keeping in mind the requirement that popular food, wine, beer, and other desired alcoholic beverage selections should be provided .

Selling
Area Price Portion Size Product Cost
2 Hospitality Rooms and Bars -provide upscale menus for luncheon, dinner, and special service functions.
49 3. Catered Menus for Special Party Functions
Refer to requirement section in No. 2 above.

4. Cocktail Reception Menu
Proposers are requested to quote price for 100 pieces, 100 persons, or specific amount, as noted - refer to requirement section in No. 2 above.

5. Liquor Functions
Proposers to quote prices per person and per name-brand bottle based upon inclusion of mixes, liquor, domestic and imported beer and wine plus bartender charge, with the following criteria:
a. Length of party
b. Bar only
c. With assorted hot/cold hors d'oeuvres
d. Well, caU, and premium brands
50 PRICING INFORMATION

1. Prices for catered and special functions food and/or beverage services including but not limited to VIP, lounge, or any other special functions are to be quoted ''banquet style" to include all costs of menu preparation, warewashing, and supervision.

2. All menu pricing should reflect:
a. Pacific Coast (Southern California) and Anaheim specific food, beverage, labor, and other operational costs
b. The Contractor's purchasing power and volume discounting potentiais as stated in the applicable section of the Sample Food and Beverage Operations Contract Agreement attached
c. Estimate your potential revenues, operations costs, and profit margins for Year 1 through 7. Provide this detailed Pro Forma estimate on separate sheets of paper and include as proposal attachments for evaluation . This Profit and Loss Statement must be detailed in every regard and must follow the strict standards generally used in accounting practice (GAAP standards). 51 SCHEDULEE

ADDITIONAL INFORMATION
Proposer to provide details of other management fee compensation or operational arrangements for which it would like to be considered.
52 SCHEDULEF
COMMrnNTSONFOODffiEVERAGE

CONTRACT AGREEMENT
The City will be pleased to consider any suggestions Proposer feels might result in greater volumes of sales, more efficient. operations, higher level of quality, service, and profitability over the long term to both parties as long as it meets applicable IRS regulations. 53 PART20F2

FORM OF

FOOD/BEVERAGE OPERATIONS AGREEMENT
'FOR THE

ANAHEIM CONVENTION CENTER

TABLE OF CONTENTS

1. Definitions .......................... ..................................................................................... 1

2. Administration ................. ..... ............................... ... ................... .......... ... 3

3. The Contract Documents and Order of Precedence ................................................ .4

4. No Guarantees ......................................................................................................... 4

5. Personal Services Contract ...................................................................................... 4

6. Term ......................................................................................................................... 4

7. Rights and Obligations of the City: ......................................................................... 5

8. Termination .............................................................................................................. 7

9. Obligations of Contractor ...................................................................................... 10

10. Exclusive Rights .................................................................................................... 19

11. Use of Facilities By Others .................................................................................... 19

12. Hours of Operation ................................................................................................ 19

13. Foodservice Provision ........................................................................................... 20

14. Types of Service .................................................................................................... 20

15. Procurement Policy ................................................................................................ 20

16. Menus .................................................................................................................... 21

17. Food Handling ....................................................................................................... 21

18. Food Quality .......................................................................................................... 22

19. Items To Be Sold ................................................................................................... 22

20. Sale of Alcoholic Beverages .................................................................................. 23

21. Deliveries: .............................................................................................................. 24

22. Take-Out Sales ....................................................................................................... 24

23. Restriction on Sales ............................................................................................... 24

24. Sampling ................................................................................................................ 24

25. Use of Operating Memoranda ............................................................................... 24

26. Altering Facilities .................................................................................................. 24

27. Emergency ............................................................................................................. 26

28. Advertising ....... ..................................................................................................... 26

29. Other ...................................................................................................................... 26

30. Personnel. ............................................................................................................... 26

31. This Section 31 will be removed from this Contract form if Aramark Sports and Entertainment Services, LLC (" ARAMARK") is the successful proposer ................................................................................................................... 29

32. Unit Staffing, Labor, and Personnel Training Practices ........................................ 30

33. Supervision and Conduct of Contractor Personnel ... ..... ........... ... ........... ... 33

34. Removal of Contractor Personnel.. .......... .......... ... .. ................. ............ 34

35. Tipping Policy ........................... .... ...................... ........... .. ... ...... ... 34

36. Uniforms .... ..... ............ .. ...... ... .......... ... ... .. ...... ... ........ .... ............. 34

37. General Description of Records, Accounting, and Audit ...................................... 32

38. Books and Records . ............................................................................................... 34

39. Insurance ................................................................................................................ 35

40. Indemnification: ..................................................................................................... 37

41. Limitation of Liability ........................................................................................... 39

42. Equipment and Small-wares .................................................................................. 39

43. Small-wares and Contractor Supplied Equipment ................................................. 40

44. Cleaning, Inspection, and Sanitation ..................................................................... 40

45. Operations Warewashing ....................................................................................... 41

46. Garbage and Recycling .......................................................................................... 41

47. Grease .................................................................................................................... 42

48. Pest Control ........................................................................................................... 42

49. Maintenance Services ............................................................................................ 42

50. Performance Bond ................................................................................................. 42

51. Letters ofCredit ..................................................................................................... 43

52. Surety ..................................................................................................................... 43

53. Annual Incentive Fee ............................................................................................. 44

54. General Provisions ................................................................................................. 45

55. Off-Site Catering Services By The Contractor ........ ... .. .. .. .... ...... ... .... ...... . 51 ii
FOODffiEVERAGEOPERATIQNSAGREEMENT
THIS FOOD/BEVERAGE OPERATIONS AGREEMENT (the "Agreement") is made as of the __ _ day of 2015, between the CITY OF ANAHEIM, a municipal corporation and charter city (the "City "), and ("Contractor").

WHEREAS, the City is the owner and operator of the Anaheim Convention Center, which is located at 800 West Katella Avenue in the City of Anaheim, and includes exhibition space, meeting rooms, a baUroom, lobby and pre-function areas, the Grand Plaza and other exterior function space, parking, and the Arena, together with any and aU improvements now and hereafter comprising any portion of the real property upon which the Anaheim Convention Center is located, including the "Expans ion Project" (as defined below) and together with any expansion, alteration or modification thereof (collectively referred to herein as the "Facilities"); and
WHEREAS , the City issued a Request for Proposals dated May 18, 2015 (herein referred to as the "REf"), seeking proposals from qualified firms for the right to (i) provide food and beverage services, (ii) seJI alcoholic beverages under certain conditions, (iii) operate pantry and other food production/storage areas, (iv) operate fixed and mobile concession stands, (v) cater food and beverages to meeting, banquet, and special functions, and (vi) vend various refreshments and other items as approved by the City (the "Services") . A copy of the RFP is attached hereto as Exhibit A; and WHEREAS, in response to the RFP. Cont1actof submitted 11 Proposal i.u the City to perform the Services set forth therein, a copy of which is attached hereto as Exhibit B and incorporated herein by this reference; and
WHEREAS, the Contractor represents that it possesses the requisite professional skills, qualifications , experience, licenses and resources necessary to provide the Services described in this Agreement and under the terms and provisions hereof.

NOW THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDmONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

SECTION I- DEF1NITIONS: TERM: TERMINATION: AGREEMENTS

1. Definitions ,
Terms used in this Agreement and not otherwise defined herein shall have the respective meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the RFP.
"Annual Incentive Fee" is defined in Section 52.1 of this Agreement. "Base Management Fee" shall mean an annual management fee to be paid to the Contractor as compensation to perform, or to engage and supervise Contractor Personnel to perform, the Services required to be performed under this Agreement, to be paid from Gross Receipts . The Base Management Fee is further described in Section 7.1 of this Agreement. "Capital Reserve Fund" shall mean a separate reserve fund account to be established and maintained by the Contractor equal to not less than Five Percent (5.00%) of Gross Receipts per month to be used as the primary resource to fund repairs, maintenance, and replacement of 1 food/beverage service equipment, small-wares, computerized point-of-sale systems, marketing and advertising (exclusive of the amount of compensation paid to Contractor Personnel). Such funds shall be deposited into a separate interest-bearing trust account under the auspices of the Contractor to be used only under written direction and approval of the Executive Director. Any _funds unused during any year shall be carried forward with interest until the expiration or earlier termination of this Agreement at which time all unused funds shall immediately become the property of the City and be due and payable within thirty (30) days of the expiration or earlier termination of this Agreement.
"Direct Operating Expenses" shall mean actual, reasonable and customary costs, fees and expenses directly incurred and attributable to the operation , maintenance and management of the concession which are not paid from the Capital Reserve Fund or otherwise by the City and are in accordance with the Operating Budget (or any amendments thereto) approved by the City through the Executive Director pursuant to Section 9.2 of this Agreement. "Direct Operating Expenses" include the Base Management Fee; payroJl (including benefits and other payroll costs) paid to Contractor Personnel engaged in the performance of the Services; the cost of procurement of all food and beverages to be used in the performance of the Services; the reasonable costs of training of Contractor Personnel specifically assigned to the Facilities; sales taxes; licenses; insurance expenses; utilities costs and fees actually paid pursuant to Section 7 .2; supplies used in the perfonnance of the Services and operation of the Facilities; costs of required employee uniforms, costs of alcohol awareness training (riPS), costs of health examinations of Contractor Personnel; extermination costs; costs of trash removal; cleaning costs; small-ware; deposits to the Capital Reserve Fund pursuant to Section 9.18 of this Agreement; and any costs incurred for repair and maintenance of equipment as required pursuant to Section 41.1 of this Agreement, to the extent such costs exceed funds available in the Capital Reserve Fund for such repair and maintenance of equipment. The amount of insurance expense allowed as a Direct Operating Expense shall be limited to the following amounts : (a) General Liability insurance expense shall not exceed three~ quarters of one percent (0.75%) of Gross Receipts, and (b) Worker's Compensation insurance expense shall not exceed two and fifty-nine one hundreths percent (2.59%) of Salary & Wages, provided, however, that this limit shall be reviewed annually and, if necessary, increased to be commensurate with the rates approved by the State of California Insurance Commissioner. If General Liability insurance expenses or Worker's Compensation insurance expenses exceed the limits as described herein, all excess costs shall be the sole and exclusive cost of Contractor and shall not be allowed as a Direct Operating Expense.
"Direct Operating Expenses" excludes , except as expressly provided for, the Contractor's regional or corporate expenses, including any corporate overhead allocations ; corporate training expenses for Contractor Personnel other than those specifically assigned to the Facilities; corporate off-site supervision and support services including, but not limited to, accounting and payroll services, auditing, human resources support, legal support, purchasing, and public relations; any employee relocation expenses (unless approved by the City); payments to management recruiting companies (unless approved by the City); business profit taxes; possessory interest taxes assessed by the County of Orange; costs associated with obtainment of performance and payment bonds or letters of credit; bad debt expense in excess of an amount equal to one-quarter of one percent (.25%) of sates generated from banquet and catering, excluding any bad debt resulting from credit allowed at the request of the City; any interest expense on capital investment; the Food Service Equipment Investment pursuant to Section 9.16 of this Agreement; the License Fee pursuant to Section 9.17 of this Agreement; litigation expenses; civil liabilities and judgments; criminal and civil fines and penalties; punitive damages or similar awards assessed against the Contractor or Contractor Personnel; and other expenses not related to the operation, maintenance or management of the concession at the Facilities .
2 ''Gross Receipts" means and includes the aggregate of all monies of every kind and nature, whether for cash, credit (regardless of collections), or barter, that are billed by the Contractor to the City's clients, exhibitors, attendees and any other person as a result of the service rights granted under this Agreement derived from all retail and wholesale sales of food, beverages and services of any kind whatsoever in, on or from the Facilities and including, but not limited to, sales from vending devices; mail or telephone orders received or filled on or from the Facilities; aU gratuities and service charges not passed through directly to Contractor Personnel ; all deposits not refunded to purchasers; orders taken although filled elsewhere; fees; commissions; 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, 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 Contractor's own property. In addition , the fulJ amount received by the Contractor from the operations of Subcontractors, if any, and all other operating income shall be included in its "Gross Receipts".

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 Contractor's 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 City to be made by the Contractor to customers other than discounts the Contractor makes without the City's permission in the normal course of business for marketing or sales purposes; the amount of any city, county, state or federal sales, use or excise taxes collected directly from patrons or guests or as a part of the sales price of any goods or services where such taxes are paid by the Contracto r directly to the taxing authority; the value of gratis meals furnished to Contractor Personnel as an incident of their employment; gratuities paid to employees; bad debts charged off on Contractor's books; the amounts paid to banks and other organizations for credit card fees . (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 City.) "Net Revenue" means that sum remaining after deducting from Gross Receipts the Contractor's Direct Operating Expenses.
"Salaries & Wages" means the amount of compensation paid to Contractor Personnel engaged in the operation of the concession , excluding all fringe benefits, payroll taxes, worker's compensation, billed labor, service charge distribution and any gratuities. "Subcontractor" means an individual or business firm contracting with the Contracto r to perform a portion of this Agreement, including , for example but not limited to, operators of food trucks.

2. Administration.

All Exhibits attached to or referenced in this Agreement are a part of and incorporated herein by this reference. This Agreement shall be administered on behalf of the City by the Executive Director , Convention , Sports and Entertainment of the City of Anaheim or such person 's authorized representative (herein referred to interchangeably as the "Executive Director") . For purposes of this Agreement, the Executive Director's authorized representatives shall be those persons appointed to the offices of Convention Center Manager, Deputy Director of Admin istration and Operations , and the Financial Services Manager and such other persons 3 designated by the Executive Director and communicated to the Contractor from time to time.

The contract documents consist of this document, the RFP and the Proposal. The RFP and the Proposal are deemed to be a part of this Agreement by reference. In the event of any inconsistencies, discrepancies or conflicts among or between any of the contract documents which make up this Agreement, the following shall control:

3.1 Any duly executed amendment to this Agreement, with execution date to control as between conflicting amendments such that the more recent amendment shall govern aU those prior;

3.2 This Agreement (including the Exhibits, other than the RFP attached hereto as Exhibit A);

3.3 The RFP; and, then,

3.4 The Proposal.

4. No Guarantees
Neither party has promised or guaranteed to the other any level of attendance, sales, revenues, or payments hereunder, except as expressly set forth herein.

5. Personal Services Contract
Contractor shall take notice that this is a personal services contract granting rights to use the Facilities and equipment and to provide Services as set out herein. As such, no sale or lease rights are hereby granted to Contractor.

6. Thrm

6. I This Agreement shall be in effect for seven (7) years (the "Initial Term"), commencing on January 1, 2016 and running to and including 11:59 p.m. on December 31, 2022 (the "Term Expiration Date"), unless sooner terminated as provided herein. At the conclusion of the Initial Term, the City may elect, in its sole discretion, to extend the Initial Term for the following successive one-year periods:

Extension commencing on January l, 2023 and terminating at 11:59 p.m. on December 31,2023;and
Extension commencing on January 1, 2024 and terminating at 11:59 p.m. on December 31, 2024; and
Extension commencing on January 1, 2025 and terminating at 11:59 p.m. on December 31,2025.
4 The Executive Director is hereby authorized on behalf of the City to give written notice to the Contractor of the City's intention to exercise each Extension (if at all) no later than sixty (60) days prior to the Term Expiration Date or the then expiring Extens ion. Except as specifically set forth herein, the terms and conditions of each Extension will be the same. The extension of the Initial Term for each Extension (if at all) shall be approved by the City Council , in its sole and absolute discretion , in the form of an amendment to this Agreement, setting forth the agreed upon amount of compensation and rates and charges and such other terms and provisions as the Parties may agree upon for each Extension.

The City's obligation to pay any sum herein stated for any one fiscal year (or portion thereof) shall be contingent upon the City Council appropriating the necessary funds for such payment by the City in each fiscal year during the term of this Agreement, as the same may be extended. In the event that the City Council fails to appropriate the necessary funds for any fiscal year (or portion thereof), then, and in that event, the City, acting through its Executive Director , may terminate this Agreement by giving written notice to the Contractor specifying the date of termination. Should the City terminate this Agreement, the City shall pay the Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement .
7 . Rights and Obligations of the City:

7.1 Base Management Fee. The Base Management Fee payable under this Agreement shall be the lesser of (a) __ % of Gross Receipts per year or (b) the following sums:

January 1, 2016- December 31, 2016: $
January 1, 2017- December 31, 2017: $
January 1, 2018- December 31,2018 : $
January 1 , 2019- December 31, 2019 : $
January 1, 2020- December 31, 2020: $
January 1, 2021- December 31,2021 : $
January 1 , 2022 - December 31, 2022: $
One twelfth (1112'11) of the Base Management Fee for each month of each year of the Initial Term, including any Extension, shall be retained by the Contractor on a monthly basis from Gross Receipts .

7.2 Utilities : The City shall provide adequate utility service including , but not limited to, gas, electric , sewer. water, and heating for areas occupied or used by the Contractor .

Contractor shall be charged 1.25% of Gross Receipts for the City's provision of utility services .
7 .2.3 Limitation on City Liability Regard ing UtiJity Service: The City 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 City negligence . 7 .2.4 Special Services and Facilities Subject to Prior City Approval and at Contractor's Cost: The Contractor, directly or through a third party, may install, secure, maintain and repair , at no expense to the City, any utility service related to the 5 Contractor's operations and its use of the Facilities that is not provided or maintained by the City. Any special utility or waste disposaJ facility, item of equipment , or service beyond that provided to the Facilities by the City, must be installed only in accordance with plans and specifications approved by the City and other appropriate City officials, in writing, in advance of such installation.

The Contractor shall not instaJl 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 instaJlation, 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.

7.3 Parking: The City shall provide parking for the Contractor, the "Contractor Personnel" (as defined below) and the Contractor's subcontractors, at no cost to the Contractor, in a location specified by the Executive Director, in his sole discretion. as such parking is reasonably available.

7.4 Space at the Facilities.

7.4.1 The Contractor accepts the Facilities in their present condition and acknowledges that it has inspected same and is fully cognizant of existing conditions. 7 .4.2 The City will, at its sole cost and expense, furnish to the Contractor office and storage space, concession areas, mobile concession stands, certain buffet and/or banquet seating areas, kitchens, food/beverage areas, pantry spaces, fixed barnounge areas, and foodservice equipment for use by the Contractor and the Contractor Personnel during the Term of this Agreement. 7 .4.3 The City will also furnish space for office, money counting, and record keeping purposes of the Contractor for the Agreement period. Use of these offJCe spaces for purposes other than the performance of Services under this Agreement, without the prior written approval of the City, shall result in grounds for termination of the Agreement. It is understood and agreed that, as of the Effective Date of this Agreement, the City has provided an adequate amount of space commensurate with the Contractor's staffing levels and needs. 7 .4.4 Location of any and all mobile concession stands and auxiliary storage spaces required by the Contractor shall be approved by the City. The Contractor shall acquire no rights to such locations, once assigned, and the City 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.

7.5 Anything herein to the contrary notwithstanding, the City shaJI not be liable or responsible for any failure to furnish the facilities, equipment and 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.
6 7.6 Sponsorships ·and Pouring Rights: The City shall have sole and exclusive rights to negotiate and enter into agreements for all sponsorships and pouring rights available for food and beverage services. Pepsi is the current pouring rights sponsor.

7. 7 Suspension of Service. The City reserves the right to direct the Contractor to partially or completely suspend Services during those events with which the Contractor's operation may be determined by the Executive Director, in his sole and absolute discretion, to be incompatible. These may include a stipulated number of annual events where special catering provisions have been granted by the City to the specific event or events. Under such circumstances and if requested by the City, the Contractor hereby agrees to cooperate with the City and the operato r of such event for the temporary relinquishment of Contractor's California Department of Alcoholic Beverage Control ("ABC") license, at no cost or expense to the Contractor.

7.8 The City 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.

8. Termination

8.1 Tennination for Cause: The City shall have the option to terminate this Agreement at any time if Contractor (i) breaches any term of this Agreement (including but not limited to those breaches enumerated in Section 8.2 and fails to cure such breach within the time periods provided herein following notice and failure to cure; (ii) breaches any term of this Agreement and such breach cannot be cured; (iii) fails to pay to the City any charges imposed hereunder when due and such failure to pay continues for ten (10) days after written notice thereof; (iv) makes an assignment for the benefit of its creditors; (v) files a petition in bankruptcy or permits a petition in bankruptcy to be filed against it (which is not stayed or dismissed within sixty (60) days from the date of filing); (vi) admits in writing its inability to pay its debts as they mature; (vii) if a receiver is appointed over a substantial part of its assets (which is not stayed or dismissed within sixty (60) days); (viii) ceases to function as a going concern; or (ix) becomes insolvent.

8.2 List of Breaches : The following is a non-exclusive list of acts and omissions that constitute a breach of this Agreement:

8.2.1 The failure to comply with all of the requirements regarding insurance;

8.2.2 The violation of any law, Charter provision, ordinance, rule, regulation, or City's order or directive;

8.2.3 The abandonment or vacating of the Facilities;

8.2.4 The repeated failure to perform or the violation of any single condition or covenant of this Agreement on two or more occasions in any twelve (12) month period;

8.2.5 The assignment of the Contractor's interest in this Agreement (or any portion thereof) without the prior written consent of the City; or 7 8.2.6 The failure to perfonn or the violation of any other condition or covenant of this Agreement where such default or deficiency in perfonnance was not remedied within a reasonable time;

8.2.7 The non-payment of funds into the Capital Reserve Fund or the failure of the Contractor to allocate and use the required funds under the written direction and approval of the Executive Director~

8.2.9 In the event that the Contractor fails to comply with the anti-assignment and transfer provisions of Section 53.5 of this Agreement.

8.3 Notice of Breach and Right to Cure. Written notice of breach must be given pursuant to Section 53.3 of this Agreement and an opportunity to cure the breach within ten (10) days will be provided . If the remedy or cure requires more than ten (10) days, the Contractor must have commenced and diligently initiated efforts to cure the breach and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

8.4 Damages from Breach : Regardless of whether the City exercise its right to terminate, the Contractor shall remain responsible for all damages or losses suffered by the City arising from Contractor's breach. Failure of the City to strictly and promptly enforce these conditions shall not operate as a waiver of the City's rights, the City expressly reserves the right always to enforce payment of charges due hereunder or to cancel this Agreement, regardless of any indulgence previously granted. Notwithstanding anything seemingly to the contrary contained in this Agreement, the City reserves and shall have all rights and remedies provided under this Agreement, at law or in equity.

8.5 Contractor Abandonment. If the Contractor should ever cease operations or abandon the premises during the term of the Agreement, in addition to any other remedies under this Agreement or under the law, the City 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 Agreement and enter into a food/beverage service agreement with another party.

8.6 Default by City: The City shall not be in default of any obligation to perform under this Agreement unless the City fails to perfonn such obligation within a reasonable time, which time shall not extend more than thirty (30) days after written notice by the Contractor to the City specifying the particular obligation that the City has failed to perfonn~ provided, however , that if the nature of the City's obligation is such that more than thirty (30) days are required for performance, then the City shall not be in default if the City commences perfonnance within such thirty (30) day period and thereafter diligently prosecutes the same to completion.

8.7 Termination for Convenience: The City is entitled to terminate this Agreement for convenience with not less than 90 calendar days written notice to Contractor, without any penalty, liability or further obligation, other than as set forth in this Section, 8 except that for the buyback of any unamortized investments made by the Contractor over a seven year straight line depreciat ion schedule. Upon receipt of notice of termination , Contractor will take immediate steps to bring work to a close in a prompt and orderly manner and to use its best efforts to mitigate its costs.

8.8 Requirements upon Termination .

8.8.1 Removal at Reguest of the City: Upon termination, the City shall have the right to require Contractor to remove any and all improvements, fixtures, facilities and structu res, constructed or placed at or on the premises of the Facilities by the Contractor, title to which has not vested in the City, whether permanently affixed to the Facilities or not, and to restore the premises of the Facilities and leave them in as good condition as at the commencemen t of this Agreement. Costs of such removals and restoration shall be borne by the Contractor .

8.8.2 Surrender & Delivezy: Upon the expiration or termination date of this Agreement, whichever is earlier, the Contractor shall surrender the Facilities and promptly deliver to the City all keys the Contractor, and any of its officers, agents , and Contractor Personnel have to the Facilities or any other part of the specified Facilities herein.

8.8.3 Removal of Contractor's Pmpertv :

8.8.3.1 Prior to the expiration date of this Agreement, or in the event this Agreement is terminated, within fifteen (15) days after the termination date, whichever is earlier, the Contractor shall remove, at 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 City ' s notice, as welJ as all trash, stocks and material, supplies, tools, etc., belonging to the Contractor ' s agents.

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 Agreement, ordinary wear and tear and improvements, additions, and alterations, approved by the City, excepted.

8.8.3.2 In the event the Contractor fails to remove personal property and the improvements , alterations , and additions specified in the City's notice on or by the time specified in such notice, the City may, but shall not be required to remove such material from the Facilities and store the same, all at the Contractor's expense; and in the event the City removes or arranges for the storage of such material, the City shall be reimbursed its costs therefor, including any administrative costs, which reimbursement shall constitute a claim upon the Contracto r or, at the City's option, may be invoiced to the Contractor or deducted from the security required under SECTION vm of this Agreement.

8.8.4 Hold-Over Use & Occupancy of Facili ties: In the event the Contractor , with the City's consent, holds over after the date the Term expires or is terminated , 9 whichever is earlier, the resulting use and occupancy shall be on a monthly basis, during which time the Contractor shall be bound by aU of the provisions of this Agreement. If, however, the Contractor holds over without City's consent after the expiration or termination date of this Agreement, whichever is earlier, whether by failing to remove its personal property or any addition, alteration, or improvement specified by the City, or otherwise, the City shall have all rights and remedies provided under this Agreement, at law or in equity .

8.8.5 No Claim for Removal: In no event shall the Contractor make any c1aim or demand upon the City nor shall the City be liable for any inconvenience, annoyance, disturbance, or loss of business or any other damage suffered by the Contractor arising out of removal operations.

8.8.6 Inspection Upon Surrender of Facilities: Immediately following the vacating of the Facilities and the surrender of the same to the City, a representative of the Contractor shall inspect the Facilities with a representative of the City to determine the condition of the Facilities . The results of such an inspection shall be summarized by the City in a Facilities inspection report, a copy of which shall be provided to the Contractor.

9. Obligations of Contractor

9.1 Grant of Exclusive Rights . The City hereby grants to Contractor the sole and exclusive right to operate the food and beverage concessions at the Facilities. As used in this Agreement, the term "concessions" includes and means the concession stands, vending machines, banquet service, and other dispensers of food, alcoholic and non alcoholic beverages and other articles in the exhibition halls, ballrooms, meeting rooms, lobbies, arena, concourses, balconies, and adjacent exterior grounds of the Anaheim Convention Center, including the area known as the Grand Plaza; provided, however, that the City retains the right to remove the Contractor's exclusivity for the area known as the Grand Plaza on an event-by-event basis. Under such circumstances and if requested by the City, the Contractor agrees to cooperate with the City and its licensee of the Grand Plaza for the temporary relinquishment of Contractor 's liquor license, provided that said licensee obtains, at its sole cost and expense, from the California Department of Alcoholic Beverage Control ("ABC") such license(s) or permit(s) as ABC determines necessary and appropriate to enable such licensee to serve alcoholic beverages within the Grand Plaza; and provided, further, that the City shall cause such licensee to take whatever steps (including the payment or reimbursement of costs incurred by the Contractor) as may be determined necessary by the Contractor and/or ABC to effect such temporary relinquishment.

Notwithstanding the grant of the foregoing sole and exclusive right to Contractor, exhibitors at events held at the Facilities shall have the right, subject to prior approval thereof by Contractor being first obtained, to offer promotional literature or sample-sized portions of products sold by or performed by such exhibitors or productions in the ordinary course of their business to patrons attending events at the Facilities. No such products may be offered if such offering would be impermissible under the terms of any applicable law, rule or regulation, including the terms of any alcoholic beverage license held by Contractor, or if such offering is a tobacco product. to

9.2 Ooerating Budget. Following the Effective Date of this Agreement, the panies shall meet and mutually agree upon an Operating Budget for the remainder of the calendar year. Thereafter, but in no event later than sixty (60) days prior to the frrst anniversary of the Effective Date of this Agreement and not less than annually thereafter on or before November 1 of each year, the Contractor shaH submit to the City an Operating Budget for the Facilities, which budget shall be subject to the written approval of the Executive Director, which approval shaH not be unreasonably withheld. The City shall not unreasonably withhold, condition, or delay the City's approval of each annual Operating Budget, or any amendments thereto .

9.3 Compliance with Laws .

9.3.1 General Reguirements: The Contractor, at no cost to the City, shall be knowledgeable of and abide by and comply with (and shall require that Contractor's subcontractors, if any, shall abide by and conform to) all local, state and federal laws, rules, regulations, which may apply to the performance of this Agreement, including, but not limited to, laws related to minimum hours and wages, occupational health and safety, fair employment and employment practices, the Health Insurance Portability and Accountability Act (HIPAA), workers' compensation insurance and safety in employment, and business licenses (herein referred to collectively as the "Laws").

39.1, below) harmless for, of and from, any loss, including, but not limited to, fines, penalties and corrective measures, the City Indemnitees may sustain by reason of the Contractor's failure to comply with said Laws in connection with the performance of this Agreement and from and against any and all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorneys' fees and costs, presented, brought, or recovered against the City Indemnitees for, or on account of, any liability under any of the Laws, which may be incurred by reason of the Contractor's (or the employees of any subcontractor retained by the Contractor) failure to abide by such Laws in its performance of this Agreement. City shall promptly provide notice to the Contractor of any claim that the Contractor or any subcontractor retained by the Contractor has failed to comply with Laws.

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 Law conunitted by it or any person admitted to the Facilities, the Contractor shall immediately desist from and/or prevent or correct such violation.

9.3.2 Licenses & Other Authorizations: The Contractor represents that it and its Contractor Personnel possess any and all regulatory permits and licenses, including a Liquor License and a City business license, which are required under any applicable Laws to perform the Services contemplated by this Agreement and that the Contmctor and its Contractor Personnel and subcontractors (if any) shall maintain all appropriate 11 regulatory permits and licenses, including a Liquor License and a City business license, at its cost, during the Term of this Agreement.

9.4 Taxes: The Contractor shall pay any and 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, at or from the Facilities; taxes levied on its property, equipment and improvements on the Facilities; and taxes on the Contractor's interest in this Agreement and any leasehold interest deemed to have been created thereby. The Contractor acknowledges and agrees that this Agreement may create a possessory interest in the Contractor in the otherwise tax-exempt facilities at the Facilities. The Contractor agrees that it shall be liable to pay any such applicable possessory interest assessments or taxes as may be levied against the Facilities due to use of, or Services performed at, the Facilities by the Contrac~or; provided. however, that nothing herein shall be construed to limit the Contractor's right to challenge all or any part of any such assessment or tax. The Contractor expressly indemnifies the City from any liability for such possessory interest assessments or taxes imposed on the Contractor during the Tenn and for all sums expended by, or withheld by the State of California from the City in connection with such taxation .

9.5 Nondiscrimination. Affirmative Action. and WMBE Utilization -General:

9.1.1 Lepl Compliance: The Contractor shall comply with all applicable equal employment opportunity and nondiscrimination laws of the United States, the State of California, and rules, regulations, orders, and directives of the associated administrative agencies and their officers. Contractor agrees that it will not, nor permit its Contractor Personnel to, discriminate against any employees or applicants for employment on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of any person, except as permitted pursuant to Section 12940 of the California Government Code . .

9.1.2 AffinDative Efforts to Utilize WMBEs: Contractor shall use its best efforts to use minority-owned business enterprises (MBEs), Veteran-owned businesses, locally-owned businesses, and women-owned business enterprises in connection with all contracts to be entered into by Contractor for the performance of this Agreement.

9.2 Environmental Standards:

9.2.1 Definitions: For the purpose of this subsection, the following tenns shall be defined as provided below unless the context clearly requires a different meaning:

9.2.1.1 "Environmental Laws" shall mean any and all laws, ordinances and regulations relating to Hazardous Substances, including, but not limited to, the Clean Air Act, as amended (42 U.S.C. Section 7401, et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. Section 1251, et seq.), the Safe Drinking Water Act, as amended (42 U.S.C. Section 300f, et seq.), the Toxic Substances 12 Control Act, as amended (15 U.S.C. Section 2601. et seq.), the Comprehensive Environmental Response Compensation and LiabiJity Act, as amended (including the Superfund Amendments and Re authorization Act of 1986) (42 U.S.C. Section 9601, et seq.) , the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. Section 6901, et seq.), the Occupational Safety and Health Act, as amended (29 U.S.C. Section 651, et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C.

Section 11001, er seq.) the Solid Waste Disposal Act, as amended (42 U.S.C. Section 6901, et seq.), and an comparable state and local laws, orders and regulations; and all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the city, or any other political subdivision in which the Facilities are located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over the City or the Facilities. "Hazardous Substances" shall mean any hazardous, toxic, or dangerous substance, waste, or material which is or becomes regulated by any local governmental authority, the State of California, or the United States Government,. Notwithstanding the foregoing, "Hazardous Substances" shall not include such products in quantities as are customarily used iu lhe maintenance and operation oi similar facilities and grounds.

9.2.2 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 Environmental Laws. The Contractor shall provide the City with the Contractor's 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 Contractor's handling of Hazardous Substances or the presence, or possible presence, of any Hazardous Substance on the Facilities.

9.2.3 Correction of Violations: H 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 Conttactor does not act in a prudent and prompt manner, the City reserves the right, but not the obligation, to act in place of the Contractor (for which purpose the Contractor hereby appoints the City as its agent), to come onto the Facilities and to take such action as the City deems necessary to ensure compliance or to mitigate the violation. If the City 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 City reserves the right to enter onto the Facilities and take such corrective or mitigating action as the City deems necessary. All costs and expenses incurred by the City in 13 connection with any such action shall become immediately due and payable by the Contractor upon presentation of an invoice therefore.

9.2.4 Testin~ : The Contractor shaH provide the City with access to the Facilities to conduct an annual environmental inspection in January of each year of the term hereof or any time the City wishes to access said space. In addition, the Contractor shall pennit the City access to the Facilities at any time., upon reasonable notice, for the purpose of conducting environmental tesdng at the City's expense. The Contractor shall not conduct or permit others to conduct environmental testing on the Facilities without first obtaining the City's written consent, which shall not be unreasonably withheld. The Contractor shall promptly inform the City 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 City within thirty (30) days after the preparation of any such material.

9.2.5 Removal of Hazardous Substances Prior to Vacation of Facilities: In addition to all other requirements under this Agreement, the Contractor shall remove any Hazardous Substances placed on or at the Facilities during the term of this Agreement or the Contractor's possession of the Facilities, and shall demonstrate such removal to the City's reasonable satisfaction.
9 .2.6 Reimbursement of City Costs: In addition to any remedy provided above, the City shall be entitled to full reimbursement from the Contractor, which is not classified as an expense to the City, whenever the City incurs any cost resulting from the Contractor's violation of any of the terms of this Section, including but not limited to, the cost of clean-up or any other remedial activity, fines, penalties assessed directly against the City, 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 Contractor' s violation of the terms of this Agreement (even if such loss of revenue occurs after the expiration or earlier termination of this Agreement).

9.2.7 Indemnification: In addition to all other indenmities provided in this Agreement, and notwithstanding the expiration or earlier termination of this Agreement, the Contractor agrees to and shall defend, indenmify, and hold the City and the City Indemnitees 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(s) on, upon or at 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 sWTounding 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 Agreement, or (b) made, commenced, or incurred after the expiration or termination of this Agreement if arising out of an event occurring during the term of this Agreement.
14 9.3 The Contractor agrees that all financial statements, reports, and billings rendered to the City under this Agreement shall properly reflect the facts of all activities and transactions handled for the City and may be relied upon as being complete and accurate in any further recording or reporting made by the City for any purpose related to the performance of Services under this Agreement.

9.4 The Contractor shall notify the City in writing within seventy-two (72} hours upon discovery of any failure to comply with Section 9.

9.5 The Contractor shall furnish all common and skilled labor for the setting up and disman tling 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 City from time to time.

9.6 Access wiJJ be provided for the Contractor and its supervisory and working personnel (including temporary employees) and the Contractor's subcontractors, agents and representatives (collectively the "Contractor Personnel") to all areas of the Facilities as necessary to provide the Services, subject to compliance by such persons with the City's security policies and procedures, as may be established by the City from time to time. The City shall have the power to adopt, amend and repeal such po1icies and procedures as it deems reasonable . A copy of the policies and procedures , as they may from time to time be adopted, amended or repealed , or a notice setting forth tht:
adoption, amendment or repeal of specific portions of said policies and procedures shall be delivered to the Contractor. The Contractor shall ensure that its Contractor Personnel comply with such policies and procedures . The Contractor shall not use any other portion of the Facilities to which it has access for any purpose outside the scope of this Agreement . This paragraph shall not exclude the Contractor from reasonable access to office areas for the conduct of normal business activities associated with this Agreement.

9.7 At the City' s request , the Contractor shall provide vending machines . Vending machines shall not be used, except with the prior written approval by the City. The Contractor shall submit its proposal concerning items to be sold, suggested prices, type and style of machines and recommended locations in writing, for the consideration and approval by the City.

9.8 Tenants occupying the Facilities shall be pennitted to exhibit any merchandise or article in connection with the exhibit or other type of event, or dispense free samples of merchandise. Such sampling is subject to approval by the City but normally will be restricted to the following : (a) Food- 1 oz. Portion , (b) NonwAlcoholic Beverage- 2 oz., (c) -Beer- 2 oz.,. and (d)- Liquor-~ oz. At certain special shows that occur annually, Contractor shall offer menu items generic to the show type in consultation with the show manager and City.

9.9 The Contractor shall do all things necessary to have the food/beverage services open and in operation a reasonable time before , at all times during, and a reasonable time after all events or operating days, as may be requested or approved by the City.

These services may be in operation when there are no events upon approval by the City. The staffing levels and operation times of food/beverage service at each location must be approved by the City.
15 9.10 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 City.

9.11 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. Tile Contractor shall conduct all sales at such times and at locations for such purpose, as designated by the City. The Contractor will not circulate throughout the Facilities for the sale of any merchandise, except with the permission of the City. Neither the Contractor nor its Contractor Personnel shall distribute campaign or political litemture or commercial solicitation literature of any kind at any time in or on the premises of the Facilities.

9.12 Access to Facilities :

9.12.1 City's Right to Enter:

9.12.1.1 Nothing herein contained shall be held to limit or qualify the right of the City to free and unobstructed use, occupation, and control of the Facilities and ingress and egress for itself, its tenants, and the public.

Representatives of the City shall have the right to enter upon 1md have access to all occupied areas of the Contractor during the time that events are in operation and at all times when Contractor Personnel are present.

9.12.1.2 The Contractor shall provide the City 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 City; provided, however, this right of access shall not impose on the City any obligation to make any repair, altemtion, addition, or improvement except as specifically provided herein.

9.12.2 Pennjtted Interference With Contractor's Operations: In inspecting and in malting repairs , alterations , additions and improvements , the City may erect barricades and scaffolding in and outside of the Facilities and may otherwise interfere with the conduct of the Contractor's business and operations where such action is reasonably required by the nature of the City's work; such interference shall not be deemed to be a breach or default under this Agreement.

9.12.3 Suspension of Contractor's Operations and Obligation to Pay Monthly Fees: In the event such inspection, repair, alteration, addition, or improvement work necessitates the temporary suspension of the Contractor's business or operations in, on, or from the Facilities, the City shall notify the Contractor of such necessity and the anticipated beginning and ending dates of such suspension.

Payments from City pursuant to the requirements herein shall be prorated during each month in which the Contractor 's business or operations are required by City to be temporarily or partially suspended pursuant to this subsection, and the City shall have no obligation to pay any fees during the period that the Contractor's business or operations are totally suspended; such cancellation of the obligation 16 to pay the 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.

9.12.4 City's Retention & Use of Key to facilities : The City shall have the option to key the premises with its core system and/or utilize key cards or other access devices and charge the Contractor the City's normal key fees . Otherwise, the Contractor shall provide the City with a key with which to unlock all of the doors in, upon , and about the Facilities, excluding the Contractor's vaults, safes, and files, for each of the aforesaid purposes. The City shall have the right to use any and all means that the City 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 Contractor's property. Any entry to the Facilities obtained by the City 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 ponion thereof.

9.13 Liquor License:

9.13.1 Contractor , as part of its operational expenses, will obtain and at all times maintain, a liquor license issued by the California Department of Alcoholic Beverage Control ("ABC") that will enable alcoholic beverages, including, beer, wine and distilled spirits to be sold and consumed on the premises of the Facilities (the "Liquor License") .

9.13.2 Contractor shall keep the Liquor License in full force and effect and in good standing at all times during the Term of this Agreement and, if required to renew said license periodically, shall renew the Liquor License as and when required by ABC and provide evidence of such renewal or evidence that said license is in existence (as the case may be) to the City .
9 .13.3 Contractor shall promptly notify the City of any violations of law or non-renewal issues relating to the Liquor License. Any such violations or non-renewal issues shall be promptly cured, and, if for any reason, the Liquor License is revoked, lapses or fails to be renewed, Contractor shall immediately replace the Liquor License with an equivalent Liquor License. In the event the Contractor is unable or unwilling to replace the Liquor License, the City may procure a Liquor License and charge the Contractor for such costs and any and all damages resulting therefrom by way of set-off from any sums owed to the Contractor. In addition, the City may, at its sole option (i) order the Contractor to stop work under this Agreement and/or withhold any payments which become due to the Contractor hereunder until the Contractor demonstrates compliance with the requirements hereof, or (ii) terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to other remedies the City may have and is not the exclusive remedy for the Contractor's failure to maintain a Liquor License ..

9.13.4 Contractor shall not, and shall not attempt, to re-locate, sell assign, or in any way transfer (collectively, a "transfer") the Liquor License to another location, person or entity without the express written consent of the City, which consent shall not 17 be unreasonably withheld provided that the Contractor replaces the Liquor License with a similar type of ABC liquor license concurrently with the transfer of the original Liquor License so that a ABC liquor license is at all times maintained and available for use at the Facilities without any interruption in the ability of the Contractor to sell alcoholic beverages at the Facilities.

9.13.5 In the event of the termination of this Agreement by the City in the event of an uncured defau1t occurring prior to the expiration of the Term, the Liquor License shall be automatically transferred to the City or a designee of the City at no cost to the City or its designee. Contractor shall cooperate with the City or its designee in the transfer of the Liquor License and shall execute any and all documents required for said transfer, including, but not limited to, a management agreement between the Contractor and the City or its designee that will enable the continued sale of alcoholic beverages at the Facility pending the transfer of the Liquor License. Contractor will execute a limited power of attorney for the purpose of transferring the Liquor License to the City or its designee as well as sign a blank transfer application to the ABC within three (3) months of signing this Agreement .

9.14 Payment of Direct Operatin& Expenses: Direct Operating Expenses are not separately reimbursable by the City unless the City, in its sole discretion, has agreed in advance and in writing to reimburse the Contractor for any of such expenses . The Contractor will promptly notify the City regarding all expenses for which the Contractor is liable but have been attributed to the City. The Contractor will indemnify, defend, and hold the City hannless from all expenses that are the responsibility of Contractor.

9.15 Prior Approval of Pass-Through Expenses : Any expenses that Contractor desires to pass through to the City (e.g., expenses incurred from a software upgrade mandated by the Contractor's corporate parent), must be approved by the City in advance, in the City's sole discretion.

9.16 Food Service Eguipment Investment. The City is currently under construction on the expansion of the Facilities, which will include the addition of approximately 200,000 square feet of leasable flexible space that can be used as exhibit, ballroom and/or meeting rooms (the "Expansion Project") . Contractor hereby agrees to and shall make an investment of a minimum of TWO MILLION DOLLARS ($2,000,000) for the Initial Term of the Agreement to be used for the procurement of kitchen equipment, small-wares and related items associated with the kitchen and food and beverage operations related to the Expansion Project. The kitchen will have the capacity to accommodate banquet service for 6,500 people. Such payment shall be due in full at the time of contract execution and Contractor shall procure all equipment that is mutually acceptable to the Parties and agreed upon in writing.

9.17 License Fee. Contractor shall pay to the City a one-time license fee in the amount of $30,000 within three (3) business days following the City's execution of this Agreement.

9.18 Capital Reserve Fund . Contractor shall create a capital reserve fund equal to 5.0% of annual Gross Receipts to fund repair, maintenance, and replacement of food/beverage 18 service equipment, small-wares, computerized point-of-sale systems, marketing, advertising and other leasehold improvements. Such funds shaH be placed in an interest bearing account under the auspices of the Contractor to be used only under written direction and approval of the Executive Director . Any funds unused during any year shall be carried forward with interest until the end of the Tenn of this Agreement at which time all unused funds shaU immediately become the property of the City.

SECTION IT DESCRIPTION OF REQUIRED AND DAD.. Y OPERATIONAL

SERVICES BY CONTRACTOR

10. Exclusive Rights

10.1 The Contractor shall have the exclusive right to operate food service areas, bars, fixed and mobiJe concession stands , banquet/catering areas, and vending operations selling food and beverages (alcoholic and non-alcoholic), except as herein otherwise provided , with the exception of the Grand Plaza, which shalJ be used on a non exclusive basis. Failure to provide any food/beverage service as required under the terms of this Agreement wilJ be considered a breach of contract and the Contractor will be considered in default of the Agreement.
! ! . Use of Facilities By Others

11.1 Contractor shall not permit the private use of any part of the Facilities without, in each case, the prior written approval of the City.

11.2 The City 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.

11.3 Should the Contractor utilize foodservice facilities for off-site food functions, the Contractor must obtain written approval of the City at least two working days before the function . All such services are to be considered part of Gross Receipts and expenses and as such, are fee approved operations.

12. Hours of Operation
Contractor's food/beverage sales hours of operation shall be determined by mutual agreement of the Contractor and the City , subject to certain restrictions as provided in the .. Restrictions on Sales" section herein .

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 City .
19 13. Foodservi ce Provision
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 Agreement or as described in the RFP.

14. Types of Service

14.1 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 public assembly building activities. These speciaJized services may include, but are not limited to, the following:

14.1.1 Mobile and fixed thematic concession facilities service.

14.1.2 Main Kitchen storage/preparation.

14.1.3 Special meeting and buffet/banquet/catering services.

14.1.4 Water, tablecloth, and table skirting service.

14.1 .5 Non-exclusive catering services .

15. Procurement Policy

15.1 The Contractor shall purchase food. beverages, and operat ion 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 City.

Notwithstanding the foregoing, the Contracto r shall purchase locally grown and produced food, beverages, and supplies to the fullest extent possible. The Contractor shall adhere to the Minimum Purchase Specificat ion Requirements of the City provided in Schedule 3 of this document. All such purchases shall be in the Contracto r's name for the benefit of the City, and payment shall be made directly to the supplier . The City shall be the final approval source on product quality levels.

15.2 The Contractor will hold the City harmless from actions by suppliers and will pennit no liens whatsoever to be placed against the property of the City 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 .

15.3 The City reserves the right to sell advertis ing and sponsorship packages at the Facilities . The City maintains the final right of approval of Contractor suppliers however all approved suppliers must provide competitive produce quality, service, and prices. The Contractor retains no advertising rights or approvals within this Agreement .
20 16. Menus

16.1 The Contractor shall plan and prepare imaginative menus in the Facilities in consultation and coordination with the City and in accordance with its specifications.

Quantities, portions, prices of banquet/meeting and concession snack items for alJ food and beverages shall be subject to approval by the City according to its requirements. Only foods and beverages which are wholesome and of the best quality, in the opinion of the City, shall be purchased and served. Any changes to the menu or pricing are subject to approval by the City.

16.2 The Contractor shaii first submit for the City's 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.

16.3 The Contractor shall prepare approved, printed catering and other menus utilizing the Facilities ' logos and used exclusively for the Facilities, in sufficient quantities to ensure 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 the City prior to distribution and shall be used by the City and the Contractor's marketing department for sales purposes.

16.4 Should the Contractor or its representative directly contiact with a user of the::

Facilities 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 City. Such agreement shall list the various dishes to be served, the approx imate number of people involved, the services to be provided, the prices of the various services, the total charges to be collected for the function by the Contractor, and the cost to the City expected from this transaction .

17. Food Handlin&
17 .I Contractor and its Contractor Personnel shall adhere to all Hazard Analysis and Critical Control Points ("HACCP") rules, regulations, and operating requirements.

17.2 The Contractor shalJ inspect all merchand ise 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 shan cover all refreshments and food exhibited for sale in showcases or other suitable containers . The Contractor shall wrap all pre-packaged sandwiches, cakes, and other similar products in cellophane or similar transparent wrapping appropriate to the food service industry.

17.3 The Contractor agrees to operate the foodservice facilities and perform all work in connection therewith in a professional and resourceful manner, complying with all public health regulations including a Grade "A" sanitation rating to the satisfaction of all authorized local Health Department officers and the City. All health department repons shall be immediately provided to the City's Executive Director or designee. 21 18. Food Quality

18.1 The Contractor shall sell only foods that comply with aJJ applicable federal, state, and local Jaws, acts, orders, or regulations incJuding but not limited to the following :
• 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 Inspect ion Act and Regula tions.
• Meat and Canned Foods Act.
• Fresh and Processed Fruit and Vegetable Regulations . • The U.S. Grain Act and Grain Reguiations

19. Items To Be Sold
19 .I The Contractor shall sell those products, commodities, and articles normally found in operations of this type, subject to the approval of the City, which approval may be granted or denied, in City's sole discretion. The City may require the Contractor to sell items which, in the City's 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 .
19 .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 Southern California 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 Agreement, the Contractor shall submit a proposal for price signs to be provided by the Contractor for the written approval of the City. The City shall be the sole and final judge of prices, sign quality , size of letters, and propriety of any advertising proposed .
19 .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 City.
19 .1.3 The City and the Contractor shall, on a quarterly basis, or as deemed necessary by the City or the Contractor, review the general price structure of all 22 commodities sold and may, in writing increase or decrease the maximum price or size of any article or articles offered for sale.
19 .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 City 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 City as to the quality, size, weight, quantity, brand, and price ofsuch substitute article.

19.1.5 The Contractor will not sell any products of inferior quality . All items to be sold require the approval of the City. This requirement shall not require the Contractor to rely exclusively on one seUer or manufacturer 's item(s) , but several manufacturers or sellers may be used or the Contractor's original source may be changed in the interest of quality, competition, and public appeal, as required by the City.

19.1.6 All merchandise kept for sale shall be subject to inspection and approval or rejection by the City during the term of the 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 Agreement. perfonu all of ii.s obiigations under the Agreement, and to comply with all governmental codes, regulations, and laws.
19 .1.7 The Contractor shall purchase, sell, and feature locally produced (Southern California area) products, as long as said wholesale prices are competitive with similar products available on the open market.

20. Sale of Alcoholic Beverages

20.1 The Contractor shall not sell or allow the sale or consumption of any alcoholic beverages (as defined in Section 23004 of the Business and Professions Code of the State of California) in any part of the Facilities, unless the Contractor is licensed by the California Department of Alcoholic Beverage Control ("ABC") and the sales or consumption of such beverages is approved by the City and complies with Section

9.13 herein . The Contractor shall not sell or allow the sale or consumption of alcoholic beverages off the premises of the Facilities. Consumption of alcoholic beverages shall occur only on the premises of the Facilities.

20.2 The Contractor shall provide the type of Uquor License that is necessary to permit the on-premises consumption of beer, wine and distilled spirits at the Facilities as part of its operational expenses .

20.3 Contractor must provide an Alcohol Awareness Training Program for those members of its Contractor Personnel who shall provide alcohol service and monitoring staff, i.e., TIPS, TEAMS, etc., at least twice a year and provide a complete record of training to the City . Contractor must provide the same training for new employees and subcontractors at the employees' orientation.
23 21. 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.

22. Take-Ou t Sales

22.1 Take-out sales are prohibited.

23. Restriction on Sales

23.1 Contractor understands and agrees that the City's 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 City) may not be pennitted.

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

24. Sampling

24.1 Contractor understands and agrees that food or beverage may be germane to the function itself, and in such cases, the City's contract with the Contractor may pennit it to dispense samples of foods and beverages, in quantities smaller than normally offered for sale by the Contractor.

24.2 The City reserves the right to examine and/or sample Contractor's products at any time for the purpose of assessing quality and portion controls.

25. Use of Operating Memoranda

25.1 The parties acknowledge that certain items have been covered in this 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 City which shall be binding upon the parties. It is understood that there is no implication in this language that this Agreement is not complete and that further terms are yet to be agreed to.

26. Alterin~ Facilities

26.1 The Contractor shall not alter, add t,o, or in any way vary the foodservice facilities or make any alterations or installation without having first obtained the consent in writing of the City provided that payment of all such alterations and/or additions be negotiated between the City and the Contractor and shall inure to the benefit of and become the absolute property of the City. Any such applicable work shall be undertaken on a prevailing wage basis.
24 26.1.1 Acceptance of Facilities: Contractor accepts the Facilities in their condition as of the commencement date of the term hereof. The City 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 Agreement

26.1.2 Prior Approval of Plans & Specifications Reguired : The Contractor shall submit to the City, 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 City's 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 shaJI have affixed to the same his/her 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 Agreement 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 aheration on the Facilities or to any utility service connection with the Facilities or any portion thereof, or to any other City facility, until after the City 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 appJicable law.

26.1.3 No Representation or Liability Created by Approval : The approval of any plans and specifications by the City shall not constitute an opinion or representation by the City 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 the City 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.

26.1.4 Damages to Property/Facilities: In the event any activity or omission of the Contractor results in damage to City property or any other Contractor's Facilities or property, and the City undertakes emergency repair or cleanup activity , the Contractor shall be liable for the full cost of such City work. Such expenses shall not be part of Operating expenses and shall be the Contractor 's responsibility.

26.1.5 Improvements. Additions & Alterations and Fixtures Become City Property: All improvements , additions , and alterations made to, and fixtures installed at the Facilities shall become the property of the City upon the expiration or termination of this Agreement except for those items specified by the City by written notice to the Contractor . All improvements, additions, alterations, and fixtures not identified in such City 's notice shall remain in, and be surrendered with the Facilities as a part thereof without molestation , disturbance, or injury. 25 26.1.6 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 City. the Contractor shall deliver to the City written proof of the payment of any item that could be the basis of such a lien, if not paid.

27. Emer&eJlCY

27.1 The obligation of any party to perform any acts hereunder shall be suspended during the period such perfonnance is prevented by acts of 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 perfonn.

28. Advertising .

29. Other

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

29.2 At the expiration or termination of this 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 tennination, to the succeeding Contractor .

29.3 The Contractor must conduct regularly scheduled training classes for all Contractor Personnel and management throughout the tenn of the Agreement. This schedule and its content shall be approved by the City 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 City.

SECI'ION ill- PERSONNEL AND UNIFORMS

30. Personnel

30.1 Minimum Proficiency Levels and Trainina;. The Contractor shall select, employ, train, furnish, and deploy Contractor Personnel who are proficient , productive , and 26 courteous to patrons; and shaJI 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 Contractor Personnel from within the City of Anaheim, with due consideration for veteran hires.

Moreover, Contractor Personnel shall conduct themselves in a proper and efficient manner at all times and in accordance with rules and regulations as may be reasonably established by the City from time to time. The City shall have the power to adopt, amend and repeal such rules and regulations as it deems reasonable. A copy of the rules and regulations as they may, from time to time, be adopted, amended or repealed, or a notice setting forth the adoption, amendment or repeal of specific portions of :said rules and regulations shail be deiivered to Contractor in accordance with Section 54.3.

30.2The Contractor shall furnish all necessary qualified supervision for the performance of Services and agrees to assign to these operations a highly-competent, full-time resident general manager, who shall have no duties other than direction of all operations associated with the performance of the Services. The Contractor shall secure the City's approval in advance of the genera] manager for this assignment and, once assigned to this operation, such manager shall not be reassigned, replaced or redeployed unless (1) the Executive Director consents in writing to such reassignment, replacement or redeployment, which consent shall not be unreasonably withheld; (2) the individual (a) voluntarily resigns from the Contractor; (b) is dismissed by the Contractor for (i) cause or misconduct (e.g., fraud, drug abuse, theft) or (ii) unsatisfactory performance in respect of his or her duties and responsibilities to the City or the Contractor, (c) is unable to work due to his or her death or disability; or (d) takes a leave of absence from the Contractor for illness or under the Family and Medical Leave Act; or (3) the individual is temporarily reassigned or temporarily redeployed by the Contractor for a period not to exceed seven (7) days (a ''Temporary Reassignment"), provided, however, any such Temporary Reassignment shall not materially interfere with the Contractor's responsibilities (i) at the Facilities or (ii) to the City pursuant to the terms and conditions of this Agreement (subparts (1), (2) and (3) herein are collectively referred to as "Approved Reassignments"). Except for a Temporary Reassignment, no Approved Reassignment of the general manager shall occur without prompt written notice to the City. If the general manager becomes incapacitated, disabled, takes a leave of absence, voluntarily terminates his/her employment with the Contractor, is terminated or removed for cause by the Contractor, or is transferred, reassigned or redeployed with the consent of the Executive Director, the Contractor shall replace such person within three (3) days (unless additional time is granted by the Executive Director) with another person reasonably acceptable to the Executive Director and 27 with sufficient knowledge and expertise to perfonn the duties of a general manager.

Contractor shall furnish a bond to the City from a reputable insurance company in the amount of $50,000 to ensure against improper management movement and dishonesty.

30.3 Should tbe Contractor's general manager be changed reassigned, replaced or redeployed (other than as a Temporary Reassignment or an Approved Reassignment) in less than two (2) years' time from date ofhislher work commencement at the request of the Contractor, the Contractor will pay to the City a fee of $100,000.00, which amount shan be due and payable to the City within thirty (30) days.

30.4 The Contractor's general manager or in his/her absence one or more assistant managers shall be available and present at aU food and beverage functions.

30.5 If at any time the City finds that the Contractor's general manager or hislher alternate is unsatisfactory, and such causes and reasons are duly reported in writing by the City to the Contractor, the Contractor shall, within ten (10) days, replace him/her with one who is satisfactory to the City. At any time a general manager desires to leave the employment of the Contractor, the Contractor will provide to the replacement general manager such detailed training as necessary and required before changing hislher position.

30.7 Personnel supplied by the Contractor will be deemed Contractor Personnel and will not for any purpose be considered employees or agents of the City. The Contractor assumes fuU responsibility for the actions of such Contractor Personnel while performing services pursuant to this Agreement. and shall be solely responsible for their supervision, daily direction and 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.

30.8 The City shall have the right to refuse access to its Facilities at any time to any Contractor Personnel. The exercise of its right shall not diminish the Contractor's obligation of performance arising under this Agreement, provided that the City shaiJ allow the Contractor to have access to said Facilities at times sufficient to fulfJ.ll said obligation.

The rights of access for personnel shall be limited to those parts of the Facilities 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 City. The Contractor wiJl be responsible for requiring Contractor Personnel to abide by all instructions, regulations, and codes as specified by the City.

30.10 The Contractor shall remove from the Facilities any Contractor Personnel whom the City considers detrimental to the best interests of the Facilities. 28 31. [N.B.: This Section 31 will be removed from this Contract form if Arrunark Sports and Entertainment Services. LLC f"ARAMARK") is the successful proposer:

Opeortunities for Displaced Food and Beverage Service Emeloyees. Aramark Sports and Entertainment Services, lLC ( "Aramark ") was the company under contract with the City for the period prior to the Effective Date of this Agreement for the provision of the same Services to the City that are the subject of this Agreement. [Mr. or Ms.] is the contact person for Aramark. [Mr. or Ms.] 's colltact information is as follows :

Aramark Sports and Entertainment Services, LLC
- ------ ..J CA 9 _ _ _
Telephone No.: ------
The City shall notify Aramark of the award of this Agreement, which notice shall include the name, address and contact person of the Contractor, and shall request that Aramark provide to the Contractor within three (3) days following receipt of said notice the name, date of hire, and job classification of each employee employed by Aramark at the Facilities covered by the Aramark agreement at the time of its expiration or termination.

The Contractor hereby agrees iu unJ ~hull retain, for a 60-day transition employment period, commencing with the E;ffective Date of this Agreement, employees who had been employed by Aramarkfor the four (4) month period (or longer) preceding the Effective Date at the Facilities, unless the Contractor has reasonable and substantiated cause not to hire a particular employee based on that employee's peiformance or conduct while working under the contract the City had with Aramark.. An "employee" means any person employed by Aramark as a service employee, who worked at least 5 hours per week. "Employee" does not include a subcontractor of Aramark or a person who is a managerial, supervisory, or confidential employee, including those employees who would be so defined wzder the federal Fair Labor Standards Act.

For those employees described in the immediately preceding paragraph that must be retained by the Contractor, the Contractor shall make a written offer of employment to each of those employees in such employee's primary language or another language in which the employee is literate if each such employee's performance during that 60-day period is satisfactory. That offer shall state the time within which the employee must accept that offer, but in no case may that time be less than ten ( 10) days. The Contractor is not obligated or required to pay the same wages or offer the same benefits as were provided by Aramark.

If at any time the Contractor determines that fewer employees are needed to perform services under this Agreement than were required by Aramarlc under its agreement with the City, the Contractor is required to retain such employees by seniority within the job classification.

Upon commencement of the Services by the Contractor under this Agreement, the Contractor shall provide to the Executive Director a list of its employees providing services at the Facilities.

Such list shall indicate which of those employees were employed at the Facilities by Aramark.

The Contractor shall also provide a list of any of Aramark's employees who were not retained by the Contractor, stating the reason those employees were not retained.

During the 60-day transition employment period described above, the Contractor shall maintain a preferential hiring list of eligible covered employees not retained by the Contractor, from which 29 the Contractor shall hire additional employees until such time as all of the employees of Aramark have been offered employment with the Contractor.

During the initia/60-day transition employment period described above, the Contractor shall not discharge without cause any employee retained pursuant to this Agreement . "Cause" shall be based only on the peiformance or conduct of the particular employee.

At the end of the 60-day transition employment period , the Contractor shall provide a written performance evaluation to each employee retained pursuant to this Agreement. If the employee's performance during that 60-day period is satisfactory, the Contractor shall offer the employee continued employment. Any employment after the 60-day transition employment period shall be at-will employment under which the employee may be terminated without cause.

The Contractor understands and agrees that an employee, who was not offered employment by the Contractor or who has been discharged in violation of the provisions of this section by the Contractor may bring an action against the Contractor in any superior court of the State of California having jurisdiction over the Contractor. Such persons shall have a right of action based upon the provisions of this section; provided, however, that an employee may not maintain a cause of action solely for the failure of the Contractor to provide a written performance evaluation.

The failure of the Contractor ro comply with the provisions of this section after notice and reasonable opportunity to cure may result in a breach or default in the terms of this Agreement, in which case the City may terminate this Agreement or take such other legal action as may be available to the City under the circ"mstances and deemed appropriate.}

32. Unit Staffing. Labor. and Personnel Training Practices

32.2 In addition, the Contractor shall:

32.2.1 Prior to commencing work, describe in writing its good faith efforts regarding the Contractor's Equal Opportunity Employment Program.

32.2.3 Submit a detailed copy of the Contractor's Employee Handbook.

32.2.4 Provide a detailed written description of recruiting techniques and sources of non-management labor.
30 32.2.5 Provide a detailed written description of personnel policies and practices.

32.2.6 Provide a serving ration plan for plated and buffet service and methods to successfully carry the plan forward.

32.2.7 Abide by City' s administrative regulations on dress code, appearance, unifonn requirements and general dress demeanor.

33. Supervision and Conduct of Contractor Personnel.

Contractor shall be responsible for the management, supervision and conduct of the Services performed by all Contractor Personnel assigned to provide Services under this Agreement. and shall direct and control the management of such Contractor Personnel. For Contractor Personnel, Contractor shall: (a) determine and pay all applicable wages, salaries, benefits, taxes, exactions, including applicable sick leave, vacation leave, holiday pay, overtime and other premium pay, (b) provide welfare and retirement benefits, as it deems necessary or desirable, (c) comply with applicable tax Laws and regulations, including income tax, social security and employment tax withholding Laws and regulations, (d) comply with all applicable Laws governing the employment relationship between Contractor and its Contractor Personnel, including Laws, as applicable, relating to accommodation of disabilities, equal pay, provision of leave, unlawful discrimination, as well as wage and hour requirements, (e) comply with all workers' compensation insurance coverage Laws, (f) file all applicable reports with federal, state and local agencies and authorities as required by applicable Laws and (g) maintain all required employment records, personnel and medical files consistent with applicable Laws and customary business practices.

34. Removal of Contractor Personnel.

34.2 Under circumstances other than as described in Subsection 33.1, above, in the event that the Executive Director determines (i) that the performance or conduct of any Contractor Personnel is unsatisfactory or is not in compliance with the provisions of this Agreement or (ii) that such person's continued presence at the Facilities, as a result of their performance or conduct, is contrary to the best interests of the City, and the causes and reasons for such detenni nation are duly reported to Contractor in writing, Contractor shall, at Contractor's cost, either promptly address the performance or conduct of such Contractor Personnel in accordance with Contractor's policies and procedures applicable to its Contractor Personnel or, at the Executive Director's request, and to the extent permitted by Law and such Contractor policies and procedures, take steps to promptly replace such Contractor PersoMel with a comparable Contractor Personnel reasonably acceptable to the Executive Director and with sufficient knowledge and expertise to perform the Services in accordance with this Agreement. If Contractor is unable or unwilling to provide a replacement reasonably acceptable to the Executive Director, this Agreement shall be deemed to have been breached and the City, subject to its compliance with the notice and cure periods provided in Section 8, may exercise its right to terminate this Agreement. The City's rights under this Section 32 shall not be exercised in an arbitrary or capricious manner, or with the intent of forcing a tennination of this Agreement.
31 35. Tipping Policy. Neither Contractor nor its Contractor Personnel will solicit or accept tips or other gratuities . Notwithstanding the foregoing, Contractor Personnel may accept, but not solicit, tips in any cash bar environment.

36. Unifonns . The Contractor will provide and maintain distinctive uniforms for all Contractor Personnel. All Contractor Personnel shall wear a photo identification badge that identifies them as an employee of the Contractor or, in the case of a subcontractor, as an employee of the subcontractor entity by name. 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 City, which approval shall not be unreasonably withheld . The Contractor must provide written and graphic presentation of a choice of uniform styles and avai1ability to and at the City's request. The City will provide the graphic standards to be followed in this design .

Additionally, the appearance of the Contractor Personnel must reflect a natural, clean, professional look and not be of a manner which draws attention to the Contractor Personnel while present at the Facilities. Contractor Personnel shaH adhere to the City's Operational Policies for Grooming (PER-001) and Dress Code (PER-002), as set forth more fully in Appendix D of the RFP.

SECIION IV- BOOKS. RECORDS. AUDITS. AND TAXES/FEES

37. General Description of Records. Accounting. and Audit 37 .1. 1 The Contractor shall keep an accurate and complete set of books and records of its accounts, operations and all transactions associated with the performance of its Services at, on or from the Facilities in accordance with generally-accepted accounting principles (GAAP) throughout the Term of this Agreement until the end of the "Records Retention Policy" (as defined in Section 35, below). If any litigation or other similar claim is made or audit commenced during the Term of this Agreement or within the period of time associated with the Records Retention Policy, the Contractor shall maintain the records until all such litigation or claims or audit findings involving records has been fully resolved and aUow the City or its auditors at all reasonable times to inspect said books and records, correspondence, memoranda, and other information relating to this Agreement during the term of this Agreement and such time thereafter as may be necessary for the City to verify revenues and expenses due it under the terms of this Agreement.
37 .1.2 The Contractor will be paid by the City the Base Management Fee due under the Agreement on or before the tenth (10th) day following the conclusion of each month of the Term.

37.1.3 Audit. At any reasonable time and from time to time as the City may deem appropriate, the City shall have the right to audit the Contractor's books and records in so far as they relate to Gross Receipts and Direct Operating Expenses to verify that the Contractor's payment of Net Revenue to the City have been properly and accurately calculated . The Contractor shall pennit the City, 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 Contractor ' s Gross Receipts to verify the amount of Gross Receipts generated by the Contractor on or from the Facilities, and shall supply the City with, or shall permit the City to make , a copy of any such books and records and any portion 32 thereof, upon the request of the City's Director of Finance or functional successor or designee. The City shall notify the Contractor of the amount of any over- or under payment found. Any overpayment shall be a credit against any fee subsequently due, or at the City's option, shall be refunded to the City. In the event of an underpayment, the City shall pay to the Contractor the amount of such underpayment plus any costs incurred in auditing the Contractor's books and records. The Contractor shall ensure that the City's right to inspect, audit, and copy the Facilities user's 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. Should such audit(s) uncover a deficiency or deficiencies in payments from the City 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 Direct Operating Expense.

37.1.4 No later than the twentieth (20111) day of each month during the Tenn of this Agreement, the Contractor shall submit the following infonnation on a monthly basis for the preceding month:

37.1.4.1 an accurate and complete statement of Gross Receipts and Direct Operating Expenses, including year-to-date totals.

37. 1.4.2 revenue by event and by revenue source, with per person (per cap) revenue for the previous month.

37.1.4.3 a complete expense breakdown by event and by expense category.
37 .1.4.4 Individual event profit/loss statements.

37.1.4.5 Concurrent with the delivery of each monthly fmanciaJ statement, the Contractor hereby agrees to and shaH pay to the City the Net Revenue received by the Contractor for the preceding month, unless the Contractor's calculation of Net Revenue results in an operating loss for that month .

37.1.5 Coin/Credit Card Operated Vending. The Contractor must submit an explanation of vending control methods. Contractor may subcontract coin/credit card operated vending with the written approval of City. Such approval shall not be unreasonably withheld. In the event the Contractor subcontracts the vending concession, the Contractor shall supply the following information: (a) the name and address of the subcontractor; and (ii) the subcontractor's reputation and industry experience . In the event that vending is subcontracted, the City will consider the prime contractor to be the sole contract responsible for the services it or its agents provide. 37 .1.6 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 City.

37.1.7 Inventory systems to detennine sales and product usage must be approved by the City. The Contractor will not permit any of its Contractor Personnel to make change from boxes, container, or from pockets of clothing in the above establishments. 33 37 .1.8 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 City, of all business and transactions engaged in under this Agreement, for all periods included within the term of this 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 City as hereinafter provided, such books and records as well as a copy of all business tax returns to the State of California and of all federal income tax returns. 37 .1.8.1 Contractor shall only utilize City-approved computer hardware and account software for all records, proposals, contracts, invoices, letters, and all accounting functions related to the operations of this Agreement.

37.1.8.2 A separate bank account at a bank approved by the City shall be maintained for all sales deposits . Cash shortages in excess of inventory sales may not be deducted from Gross Receipts .
37 .1.8.3 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, aJ1d final sales transaction and reduction from par or other stock inventories. The City shaH have complete and open access to this system and its reports at all times. Contractor shall provide City with a preliminary sales/expense report by noon on the day following each and every event at the Facilities for which the Contractor provides Services .37.1.8.4 Contractor and City shall conduct annual inventories of all food/beverage equipment, leasehold improvements, uniforms, and small-wares to determine required replacements, repairs , and adjustments to any depreciation schedules in force pertaining to such items.

38. Books and Records.

38.1 Keej>in& of Records: With respect to the performance of Services and as reasonably needed to validate the Contractor's compliance with this Agreement, the Contractor shall maintain complete and accurate books, accounting records, documents, invoices, purchase orders, bills of lading, papers and the like of the Contractor or in the possession of the Contractor, regarding the Services provided under this Agreement, including its Direct Operating Expenses and the Gross Receipts, on an ongoing basis, prepared during the same time period as the performance of the Services and the collection of Gross Receipts, and in sufficient detail for an auditor to understand the nature and scope of such services ("Contract Records"). The Contractor shall ensure that as part of its disaster recovery and business continuity obligations, it will protect all Contract Records and reports provided to the City pursuant to Section 38.2 and ensure that they are fully and completely backed-up and recoverable in the event of a disaster . During the Term of this Agreement, the Contractor shall retain the Contract Records and reports provided to the City in accordance with the City's record retention policy, which as of the Effective Date of this Agreement, is for a· period of ten (10) years following the termination or expiration of this Agreement ("Records Retention Policy"). 34 38.2 Financial Reports. Contractor shall maintain and submit to the City the following reports pertaining to the Services performed in accordance with and during the Tenn of this Agreement.

38.2.1 Statement of Revenue and Annual Reports. Within sixty (60) days of the end of each calendar year of the Ternt. Contractor shall provide the City a complete statement of revenue showing in all reasonable detail the amount of Gross Receipts received by Contractor from the performance of the Services during the just-completed calendar year.

38.2.2 Summary of Sales Jzy Show or Event. Contractor shall submit a report on a monthly basis to the City showing sales generated by Contractor at, on or from the Facilities in accordance with the reasonable requirements of the City. Such report shall indicate the gross receipts earned on a "show-by-show" or event basis.

SECTION V- INSURANCFILIABll..ITY/INDEMNJFICATION

39. Insurance

39.1 Contractor shall secure and deliver to the City not Jess 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 :

39.1.1 A comprehensive general liability insurance policy in form acceptable to the City covering the Services being provided hereunder in an amount not less than Two Million Dollars ($2,000,000) combined single limit per occurrence for bodiJy injury and property damage. Coverage should include contractual liability and fire damage legal liability.

39.1.2 A liquor liability insurance policy in form acceptable to the City covering the Services being provided hereunder in an amount not less than Five MiJJion Dollars ($5,000,000) combined single limit per occurrence. The City and the City shall be named as additional insureds under this po1icy.

39.1.3 An excess liability insurance policy in fonn acceptable to the City covering the Services being provided hereunder in an amount not less than Fifteen Million Dollars ($15,000,000) for each incident.
39 .1.4 Comprehensive automotive bodily injury and property damage insurance in form acceptable to the City for business use covering all vehicles owned/operated by Contractor, its officers, agents, and employees andsubcontractors in connection with the Services, with a combined single limit of not less than Two Million Dollars ($2,000,000) (including an extension of hired and non-owned coverage).

39.1.5 Employers' liability insurance in an amount not less than One Million Dollars ($1,000,000) for each incident in a form acceptable to the City and workers compensation insurance for Contractor Personnel and subcontractors, as required by the State of California.

39.1.6 A fidelity guarantee insurance policy in fonn acceptable to the City covering the Services being provided hereunder in an amount no less than One Million Dollars ($1 ,000,000). Insurance against loss and/or damage to fixtures, furnishings, 35 equipment, and other personal property upon the premises by fire or other such casualty as may be generally included in the usual fonn of extended coverages in an amount equal to the replacement costs of such property used in this agreement on the premises. Insurance coverage for business intenuption should also be sufficient to provide for the payment of commission and other costs during any intenuption of Contractor's business because of fire or other cause.

39.1.7 All insurance policies (except workers' compensation) providing the insurance coverage under this Section 39 shall name the City Indemnitees as additional insureds, but only with respect to the Services perfonned by Contractor under this Agreement. A policy endorsement to that effect shall be provided to the City along with certificates of insurance, which endorsement shall be on a fonn reasonably acceptable to the City's Risk Manager. In lieu of an endorsement. the City will accept a copy of the policy(ies) which evidences that the City Indemnitees are additional insureds as a contracting party. This insurance shall apply as primary insurance and any other insurance purchased by the City will be excess only and will not contribute to such insurance.

39.2 The foJJowing shall apply to the insurance policies described above:

39.2.1 Not less than thirty (30) days prior to the commencement of this Agreement.

Contractor shall deliver lo lhe City certificates of insurance evidencing the existence thereof, all in such form as the City may reasonably require. Each such policy or certificate shall contain a valid provision or endorsement stating, "This policy will not be canceled or allowed to lapse without written notice thereof delivered in accordance with the policy provisions to the Executive Director of the Anaheim Convention Center at 800 W Katella Avenue, Anaheim, California 92802." If any of the insurance policies covered by the foregoing certificates of insurance will expire prior to the expiration of this Agreement, Contractor shaD deliver to the City at least thirty (30) days prior to such expiration a certificate of insurance evidencing the renewal of such policy or policies.

39.2.2 The coverage provided under such policies shall be occurrence-based, not claims made.

39.2.3 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, Contractor's indemnification obligations under Section 38, below.
39 .2.4 The tenns of all insurance policies referred to in this Section 34 shall preclude subrogation claims against the City and the City lndemnitees.

39.3 Contractor shall include all subcontractors and concessionaires as insureds under its policies or shall furnish separate evidence of insurance as stated above for each subcontractor and concessionaire. All coverages for sucb subcontractors and concessionaires shall be subject to all the requirements stated herein as applicable and prorated to their profession.
36 39.4 Contractor shall, throughout the Term of this Agreement, require all of Contractor ' s agents, licensees, or subcontractors providing a service at the Facilities to provide Contractor and the City (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 Agreement. Said insurance shall include the additional insured endorsement and cancellation language required of the Contractor by this Agreement.

39.5 The insurance described above shall be obtained from one or more insurance companies duly authorized to issue such policies in the State of California and having a rating of at least "A", as rated in Best's Rating Guide or a successor or substitute rating service acceptable to the City.

39.6 The placement and storage of personal property in the Facilities or any other City facility shall be the responsibility, and at the sole risk, of the Contractor .

39.7 The City shall notify the Contractor whenever the City has a reasonable belief that the Contractor has failed to secure or maintain insurance as required by this Agreement. Notwithstanding any other provision of this Agreement, after its receipt of any such notice, the Contractor shall not enter upon the Facilities or any portion thereof Ulitil the Contrac tor has secured and is maintaining insurance as required by this Agreement.

40. Indemnification:

40.1 To the fullest extent permitted by Law, the Contractor agrees to indemnify, defend and hold hannless the City (including its City Council and each member thereof), the Community Center Authority, and the Anaheim Union High School District, and their respective officials, officers, agents, employees and volunteers (herein referred to collectively as the "City Indemnitees") from and against any and all costs, liability, Joss, damage, and expense, including all reasonable attorneys' fees, and all cJaims, suits and demands therefor (collectively, the "Losses") arising out of:

40.1.2 Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default or omission of Contractor, the Contractor Personnel, or person, firm or corporation employed by Contractor under this Agreement, including all damages due to loss or theft sustained by any person, firm or corporation including City lndemnitees, or any of them, arising out of, or in any way connected with the Services which are the subject of this Agreement, including injury or damage either on or off the premises of the Facilities or the City's property; but not for any loss, injury, death or damage, caused by the active negligence or willful misconduct of the City lndemnitees (or any of them). In case any action or proceeding for which Contractor shall be obligated to indemnify the City Indemnitees shall be brought against the City Indemnitees (or any of them) by reason of any third party claim, Contractor , upon notice from City, shall defend the same at Contractor's expense, by counsel designated by Contractor and approved in writing by City, which approval shall not be unreasonably withheld. If judgment is entered against Contractor and the City lndemnitees (or any of them) by a court of competent jurisdiction because of the concurrent active negligence of Contractor and the City lndemnitees (or any of them) , Contractor and City agree that liability will be apportioned as determined 37 by the court. 1n that event, damages, fees and/or costs of suit, claim or litigation, including without limitation attorneys' fees or expert witness fees and other costs, liabilities and expenses incurred by Contractor in connection with any such action or proceeding shall be apportioned in accordance with the court's determination of liability. Neither Party shall request a jury apportionment.

40.1.3 Any and all claims under Section 9.3.3 of this Agreement asserted by any person described therein who was not offered employment by the Contractor or who has been discharged in violation of the provisions of that section.

40.3 Except for City Indemnitees, the indemnifications provided in this Agreement shaH not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement or a designated City Indemnitee. This Agreement is entered into for the sole benefit of the City and the Contractor and no other persons are intended to be direct or incidental beneficiaries of this Agreement; nor shall any third party have any right in, under, or to this Agreement.

40.4 The indemnification provided in this Section shall not be construed or interpreted as in any way restricting, limiting or modifying Contractor' s insurance requirements pursuant to Section 38 or other obligations under thi~; Agreement and is independent of Contractor' s insurance and other obligations. Contractor's compliance with the insurance requirements and other obligations under this Agreement shall not in any way restrict, limit or modify Contractor's indemnification obligations under this Agreement.

40.5 The foregoing indemnity shall survive the expiration or earlier termination of this Agreement.

40.6 Each Party hereto shall give to the other prompt and timely written notice pursuant to Section 54.3 (a "Claim Notice") of any claim made or suit initiated within its knowledge that in any way, directly or indirectly, contingently or otherwise, affects or might affect the other Party. Contractor may assume, at its sole option, control of the defense, appeal or settlement of any third party claim that is reasonably likely to give rise to an indemnification claim pursuant to this Section (an "Indemnified Claim .. } by sending written notice of the assumption to the City Indemnitee on or before ten (10) business days after receipt of a Claim Notice to acknowledge responsibility for the defense of such Indemnified Claim and undertake, conduct and control, through reputable independent counsel of its own choosing and at Contractor's sole cost and expense, the settlement or defense thereof. If Contractor assumes control of the defense pursuant to this Section 40, the City Indemnitee (a) shall fully cooperate with Contractor in connection therewith and (b) may participate in the defense of the same to the extent of its own interest and employ, at any time, separate counsel to represent it, provided that, if the City Indemnitee chooses to use its own counsel, it is solely responsible for the costs and expenses of any such separate counsel and Contractor shall continue to control such defense. In the event that Contractor is required to defend the City lndemnitees (or any of them), City shall have and retain the right to approve any and all settlements in connection therewith, which approval shall not be unreasonably withheld. 38 41. Umitation of Liability: IN NO EVENT SHALL THE CITY OR THE CENTER BE LIABLE

FOR INDIRECT, INCIDENTAL , CONSEQUENTIAL , EXEMPLARY , PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF THE AcriON OR TilE THEORY OF RECOVERY, EVEN IF IT HAS BEEN ADVISED OF THE POSSffiiT..ITY OF

SUCH DAMAGES
SECTION VI LINENS/SMALL-WARES AND CSI SECTION 11400

FOOD SERVICE EQUIPMENT

42. Eguiprnent and Small-wares

42.1 The Contractor shall be responsible for the cost of the maintenance and repair of the Facilities' equipment during the term of this Agreement. This shall be paid out of the Capital Reserve Account with prior approval by the City. The Contractor will cooperate with the City' s 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.

42.2 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 ihe Contractor so as to ensure a full and complete operating system . Purchase of these shall be through the Capital Reserve Account .

42.3 The Contractor acknowledges that City's 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 commencement of this Agreement. The Contractor shall maintain the foodservice facilities in first-class condition and shall maintain the food and beverage equipment and small-wares 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. The City 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 City the facilities and equ ipment in a neat and tidy condition and in good operating order (less normal wear and tear) at the expiration or other terminat ion of this Agreement .

42.4 The Contractor shall perfonn a physical inventory of small-wares at least on a semi annual basis. Contractor shall provide the City with the written results of the physical inventory within five (5) business days of the inventory and shall replace all missing or damaged small-wares within thirty (30) days of the physical inventory, such replacement being deemed a Direct Operating Expense, paid out of the Reserve Account.

42.5 Contractor shall notify the City of the need and reason for replacement of the City' s equipment and Contractor's utensils and/or fixtures used in the handling, preparation and service of aU foods and beverages for written approval before replacing any equipment .
39 42.6 The Contractor shall, from time to time and with the prior written approval of the City, furnish additional equipment and small-wares as required for the proper operation of the foodservice program.

43. Small~wares and Contractor Sup_plied Eguipment
43 .1 Small-wares adequate to provide banquet service for 6,500 persons in the new kitchen addition, as specified by the City and purchased by the Contractor. These shall include the following:

43.1.2 Beverage glassware.

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

43.1.4 Ample supplies of back~f-the-house servicewares, including but not limited to:

Kitchen utensils, equipment cleaning aids, and related items.

43.1.5 Buffet and catering equipment, i.e., chafing dishes, mobile carts, servicewares, and related items.

43.1.6 Salt and pepper shakers.

43.1. 7 Specialty mobile foodservice equipment/carts .

43.1.8 Other miscellaneous tabletop small-wares as required.

43.1.9 Table and service linens.

43.1.1 0 Electronic, computerized point~f-sale cash/inventory control system with all tie in equipment necessary to operate fully with City and City computer systems.

SECTION VII- CLEANING. INSPECTION. AND SANITATION

44. Cleaning. Inspection, and Sanitation

44.1 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. 40 The Contractor shall at all times permit and facilitate inspection of the foodservice operation by the City and its representatives and by authorized public authorities.

44.2 The Contractor shall provide the City with the following:

44.2.1 A description of the Contractor's approach to sanitation practices.

44.2.2 A description of the Contractor's program used to train Contractor Personnel in proper sanitation procedures.

44.2.3 The Contractor shall comply with all Sanitation Regulations and Job Inspection requirements attached hereto.

45. Opemtions Warewashjn~

45.1 The Contractor will wash after each use, and at the conclusion of each event, all non disposable serviceware, flatware, glassware, and cutlery to achieve maximum cleanliness and sanitation. The Contractor's washing of glassware and cutlery must produce spotless drying.

45.2 All concession operations will utilize high-quality disposable plates, cutlery, and cups. The City reserves the right however to require permanent small-wares, dishes, silverware, glassware, and place settings to be provided in these and other operations when requested in writing to the Contractor .

45.3 All catering operations shall utilize permanent small-wares, dishes, silverware, glassware, and place settings in service to their guests unless specified, modified, or altered in writing to the Contractor by the City.

46. Garbage and Recyclin&

46. 1 Waste Disposal: The City shall provide sufficient waste receptacles at each location.

The Contractor shall transpon 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 transponing recycling materials to recycling area in a manner and by a route designated by the City. Such removal shall be made after each event, and all trash handling costs shall be a Direct Operating Expense .

46.2 Damage from Garbage/Recycling: 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 City. 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 the City. These personnel will provide cleaning services only during designated times.

46.3 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 41 47. Grease
approved by the City, which receptacles shall be dumped or removed from the Facilities, at such minimum frequency as is specified by the City. The Contractor shall pay all costs, fines, penalties, and damages that may be imposed on City or the Contractor as a consequence of the Contractor's failure to comply with the provisions of this subsection .

47.1 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 sha11 be paid by the Contractor and not as a cost of doing business.

47.2 Contractor expressly agrees to comply with all codes, ordinances , regulations, and taws regarding environmental health and safety matters, including the use and disposal of chemical or caustic cleaning agents and the like.

48. Pest Control

48.1 The Contractor shall engage and supervise exterminators to control rodents and other vennin 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 City. Should such service be deemed unsatisfactory by the City, the City reserves the right to contract for extermination services and charge back the Contractor for all costs incurred therein .

49. Maintenance Services

49.1 Notwithstanding the Contractor 's responsibility to maintain the food service 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 City, the City reserves the right to contract for or to direct ly provide such service and duly charge the Contractor for same. Such costs shall not be considered a Direct Operating EKpense. This is to be clarified and agreed to in detail in an operating memorandum.

SECTION Yin- SECURITY

50. Performance Bond

50.1 The Contractor shall deliver to the City, at the City's address referenced herein hereof, within five (5) days after the Contractor's execution of this Agreement, as a performance guarantee, a Performance Bond in the sum of FIVE Mll.LION DOLLARS ($5,000,000) . Said performance bond guarantee constitutes additional consideration for the City's execution of this Agreement. 42 51. Letters of Credit

51.1 As an alternative to the furnishing of the various bonds required herein, the City 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 California which shall be for an amount not less than FIVE Mll...LION DOLLARS ($5,000,000.00) for the Performance Bond available by draft of the City at sight to be accompanied by the signed statement of the City in duplicate certifying that the Contractor has failed to faithfully perform any obligation assumed by, or imposed upon said Contractor by this Agreement , which letters of credit shall be delivered to the City prior to the commencement date of this Agreement Contractor agrees that in the event of cancellation or termination of said letter or letters of credit new letters of credit or bond affecting the same guarantees to the City shall be furnished by Contractor to the City prior to the Effective Date of such cancellations or terminations.

51.2 Contractor herein agrees that under no circumstances shall the City be liable for damages to Contractor in the event that the City should issue a draft or drafts against said letter OJ' 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 City.

52. Su}'et)'

52.1 The performance bond as herein below provided shall be furnished throughout the life of this 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 City shall be furnished by Contractor to the City prior to the Effective Date of such cancellations or terminations .

52.2 Each such letter or letters of credit shall be provided with the following certification :

TO TIIESE PRESENT NOW COMES AND INTERVENES: a surety corporat ion 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 and severally with said TO AND IN FAVOR OF THE ANAHEIM CONVENTION CENTER (THE CENTER) for the faithful performance by said Contractor of all obligations assumed by, or imposed upon said Contractor by this Agreement, including all payments due by Contractor to the City and the City hereunder; provided, however, that the obligation of the aforesaid surety shall not exceed the sum of . The condition of this
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 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.

SECTION IX- ANNUAL INCENTIVE FEE
43 53. Annual Incentive Fee

53.1 Annual Incentive fee . The City shall determine, in its sole and absolute discretion, whether and in what amount, if any, to pay to the Contractor as an Annual Incentive Fee for each calendar year during the Term of this Agreement commencing upon the first anniversary of the Term ("Annual Incentive Fee") in accordance with the following terms and conditions:

53.1.1 An Annual Incentive Fee may be paid by the City to the Contractor on an annual basis during the Term for exemplary performance by the Contractor of its duties, responsibilities and obligations under this Agreement for the preceding twelve calendar months, measured by the following criteria. If all perfonnance measures are met for a calendar year, the City shall pay an Annual Incentive Fee in an amount determined by the formula mutually agreed upon by the Executive Director and the Contractor up to 20% of the Base Management Fee.

53.1.2 The City may retain the services of a mutually agreeable independent, fee-paid, food service consulting fmn during the Term of this Agreement to consult with the City to arrive at the amount of each Annual Incentive Fee. The cost for said consultant's services shall be split equally between Contractor and the City and shall not be classified as a Direct Operating Expense under this Agreement.

Tnough the food service consuiting firm will develop an audit form, the Contractor may recommend changes to it. Qualification for the Annual Incentive Fee will require exemplary performance as follows:

53.1.2.1 Food Qualitv- as evidenced by a detailed audit checklist of no less than 30 areas that denote food quality issues in all areas of delivery, storage, preparation, cooking, serving, and clean-up.

53.1.2.2 Service Perfonnaoce - as evidenced by a detailed audit checklist of no less than 35 areas that denote service issues in all areas of delivery, storage, preparation, cooking, serving, and clean-up.

53.1.2.3 Financial Perfounance - financial performance at the close of each operating year will be reviewed.

53.1.2.4 Additional Metrics - other yet-to-be determined service standards, such as:
• Community Involvement
• Sustainable Practices

53.2 The Annual Incentive Fee shall be paid annually, if at all,not later than the tenth (10111) day of the second month following the end of each calendar year of this Agreement. The first such payment shall be on or before February 10, 2017, covering the period from the Effective Date of this Agreement through the first calendar year hereof and the last or final payment shall be due no later than ten (10) days after expiration or termination. Each year's Annual Incentive Fee shall be treated as an isolated event and as a separate charge for accounting purposes. No previous payments or credits from any prior or past years shall be credited or subtracted from the amount of the Annual Incentive Fees due and payable as required herein.

SECTIQN X- GENERAL
44 54. General Provisions
S4.l Non-Waiver. No condoning, excusing, or overlooking by the City 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 City's 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 City 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 City save only an express waiver in writing . AU rights and remedies of the City in this Agreement contained shaH be cumulative and not alternative.

54.2 Removal of Subcontractor: The City reserves the right to remove any subcontractor from the premises whose background, performance , and/or general methodologies are deemed by the City not in the best interests of the overall Facilities' interests.

54.3 Notice: Until written notice of change of address is given by either party to the other, any notice with reference to the subject matter of this Agreement shall be deemed to have been sufficiently given if delivered to the principal offices of the City or the Contractor, as applicable, by (i) personal service or (ii) express mail, federal express or oiht:r iike overnight delivery service, (iii) facsimile, if such facsimile is followed by a notice sent out on the same day by mail or overnight delivery service, or (iv) registered or certified mail, postage prepaid, return receipt requested. Such notice sha11 be addressed:

If to the City:

If to Contractor:

Executive Director
Anaheim Convention Center
800 W Katella A venue
Anaheim, California 92802
Any such notices shall be deemed given on (i) actual receipt, if delivered personally, (ii) the date of actual or attempted delivery provided such attempted delivery is made on a business day, if by federal express, express mail or other like overnight delivery service, (iii) upon transmission on any business day (if prior to 5:00 p.m. in the recipient's time zone; but if after 5:00p .m., then as of 9:00 a.m. on the next business day after such transmission) if transmitted by facsimile, if such facsimile is followed by a notice sent by mail or overnight delivery service on the same day as the facsimile transmission or (iv) the date of actual delivery as shown by the addressee's registry or certification of receipt, if mailed to the person to whom notice is to be given, by first class mail, registered or certified , postage prepaid, return receipt requested and properly addressed as provided above. Any notice required of either Party pursuant to the terms of this Agreement shall be delivered in accordance with the terms of this Section 54.3. The person and the place to which notices are to be mailed may be changed by either Party by notice to the other in accordance with this Section 54.3. 45 54.4 Subordination - This 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 City 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 City 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).

54.5 Successors and Assigns -The provisions hereof shall be binding upon and shaH inure to the benefit of the parties hereto and each of their respective successors and assigns.

Except in connection with a sale of all or substantially all of its assets or a grant of a security interest to its lenders, the Contractor shall not voluntarily or by operation of law assign, transfer or encumber all or any part of the Contractor's interest in this Agreement without the City's prior written consent, which shall not be unreasonably withheld. Subject to Section 8.3 of this Agreement, any other attempted assignment, transfer or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination. Regardless of the City's consent, no assignment shall release lhe Contractor of its obiigation to perform the Services provided herein for the Tenn of this Agreement.

54.6 Assignment and Change of Control:

54.6.1 The Contractor will not transfer or assign this Agreement or any of its rights or obligations, whether in whole or in part, without the prior written consent of the City, not to be unreasonably withheld or delayed. The Contractor is entitled to use subcontractors. The City is entitled, without restriction, to delegate, subcontract, transfer or assign this Agreement or any of its rights or obligations, whether in whole or in part, without the prior written consent of the Contractor.

54.6.2 Chan&e in Control. To the extent legally permissible, the Contractor will notify the City in writing at least ninety (90) calendar days prior to (i) any change in ownership of the Contractor; or (ii) the Contractor selling, transferring or otherwise disposing of all or substantially all of its assets used in any way to perform its obligations under this Agreement (collectively "Change in Control").

In case of a Change in Control, the City is entitled to tenninate this Agreement, in whole or in part, without any penalty, liability or further obligation with ninety (90) calendar days' prior written notice to the Contractor, and the Contractor will provide reasonable transition services to the City.

54.6.3 Contractor's 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 Agreement or any sublease, such permission shall be deemed an assignment and shall be impermissible unless in accordance with Section 54.6 46 54.7 Amendment - No amendment or modification of this 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.

54.8 Governing Law: This Agreement is entered into in Anaheim, California, and shall be governed, interpreted, and enforced in accordance with the laws of the State of California. The parties agree that the exclusive venue for any claims or actions arising under or in relation to this Agreement and the rights, responsibilities, and duties of the parties hereunder shall be a court of competent jurisdiction located in Orange County, California.

54.9 Independent Contractor: All parties to this Agreement understand and agree that the Contractor is an independent contractor and not an agent, servant, employee, joint venturer or partner of the City, and nothing contained in this Agreement or in the performance of the obligations of the parties hereunder shall be deemed to constitute or create the relationship between Contractor and the City of agent, servant, employee, joint venturer or partner. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its Contractor Personnel and Contractor's officers, agents, and subcontractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

Notwithstanding any other agency, state or federal poiicy, ruie, regulation, iaw or ordinance to the contrary, the Contractor Personnel and Contractor's officers, agents, and subcontractors providing Services under this Agreement shall not, under any circumstances, be considered employees of the City, and shall not be entitled to any of the benefits or rights afforded employees of the City, including, but not limited to, sick leave, vacation leave, holiday pay, California Public Employees Retirement System benefits, health, life, dental, long-term disability or workers' compensation insurance benefits. In the event that any of the Contractor Personnel or Contractor's officers, agents or subcontractors providing Services under this Agreement claims or is detennined by a court of competent jurisdiction to be an employee of the City for the purposes of any benefit provided by the City, Contractor shall indemnify, defend, and hold harmless the City for any and all liability for payment of any past or future employee and/or employer contributions for such benefits on behalf of Contractor or any of its Contractor Personnel or its officers, agents or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the obligation of Contractor .

54.10 Singular. Plural. Masculine. and Feminine: Wherever the singular and masculine is used in the 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 requires and the rest of any sentence shall be construed as if the grammatical and terminological changes thereby rendered necessary had been made.

54.11 Headings: All section and paragraph headings are for quick reference and convenience only and do not a1ter, amend, explain, or otherwise affect the terms and conditions appearing in this Agreement .

54.12 Attorneys' Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred 47 by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the tenns, conditions, or provisions hereof. If the City is the prevailing Party and uses in-house counsel in the litigation, it shall be entitled to recover attorneys' fees at the hourly rate that the Contractor is being charged by its attorney or at the in-house counsel's fully burdened rate.

54.13 Authority. The Parties and their signators represent that such signators hold the positions set forth below their signatures and that such signators are authorized to execute this Agreement on behalf of and to bind each of the respective Parties hereto.

Should the Contractor fail to insert the date of execution of this Agreement opposite the name of the Contractor's signator, the Contractor hereby authorizes the City, by and through its representative, to insert the date of execution by the City's signators, as the date this Agreement, as executed by the Contractor, is received by the City.

54.14 Effective Date. The "Effective Date" of this Agreement shall be January 1, 2016.

54.15 Entire Aereement. This writing constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all oral or written representations or written agreements which may have been entered into between the Parties. No modification or revision shall be of any force or effect, unless the same is in writing and executed by the Parties hereto. If any provision of this Agreement shali be held invaiid, such invalidity shalt not affect the other provisions hereof, and to this extent, the provisions of this Agreement are intended to be and shall be deemed severable.
~. OFF-SITE CATERING SERVICES BY THE CONTRACTOR

55.1 The City shall allow the Contractor to perform off-site catering services through its own staff, subsidiaries or affiliates, provided that such activities result in no increase in cost or diminution of services provided to the City. It is expressly understood and agreed that this consent is conditional and may be withdrawn by the City after ten (10) days written notice to the Contractor should the Executive Director determine that such catering activities have negatively impacted either the cost or quality of service to the City; provided, however, that the Contractor shall be permitted to fulfill all outside catered events for which a contract exists at the time of withdrawal of consent by the City.

55.13 No products purchased by the Contractor for off-site catering shall in any way be invoiced to, or be the responsibility of, the City. Any violation of this provision shall be cause for an immediate investigation by the City, in which the Contractor shall provide full and complete cooperation. If a violation of this section is found by the City to have occurred and is not remedied by the Contractor within fifteen (15) days of the date of notification thereof, such violation shall be good and sufficient 48 cause for termination of this authorization for off·site catering and withdrawal of the consent or approvals provided herein. The Contractor specifically indemnifies and holds the City, its officers, agents and employees, harmless, from any damage caused to any goods transiting, placed in, processed at or stored on the property of the City which is intended or used for offsite catering purposes .

54.1.4 Off-site catering sales and revenues shall be included in the definition of "Gross Receipts". Off-site catering expenses shall be included in the definition of "Direct Operating Costs" .

54.1.5 In addition to any and all indemnities and insurance provisions set forth in this Agreement, the Contractor shall indemnify and hold the City harmless from and against any cJairns, suits, actions, demands or complaints arising out of or in connection with its off-site catering activities. The costs for any such claim shall in no way inure to the City and shall be solely and exclusively the responsibi1ity of the Contractor .
(Remainthr of page intentionally left blank, signaturu on next page) 49 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the dates hereinafter respectively set forth.

DATE OF EXECUTION:

ATTEST:

LINDA N. ANDAL, CITY CLERK
CITY OF ANAHEIM, a municipal corporation
and charter city
By: ------------ -------------TomMorton
Executive Director
Convention, Sports and Entertainment
By: -------------
MICHAEL R.W. HOUSTON, CITY ATTORNEY
By: ----------------------Theodore J. Reynolds
Assistant City Attorney
DATE OF EXECUTION: [CONTRACTOR]
By=--------------------------Printed Name:-----------Title: _____________ _ 108485v5frJR
50 EXHIBIT "A"
COPY OF THE REQUEST FOR PROPOSALS ("RFP"l
[Behind this page.]
EXHJBIT"B"
CQPY OF TilE CONTMCTQR'S PROPOSAL
[Behind this page.)
SCHEDULE 1

WAGE SCHEDULE
List estimated wages payable to the Contractor's personnel as part of this Agreement.

Employee
No. Position
Working
Hours
Per Week

STAFFING SCHEDULE
Wage
Per Hour
Total Wages
Exc. Benefits
Benefits
asa%of
Total Wages
SCHEDULE2

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
• Other
Alcoholic Beverage Services
• Catered and Special Functions
• Mobile/Fixed Concession Operations
• Other
Third Party Sales
• Branded Concessions

OTHER COSTS
• Vending Machines (if any)

TOTAL FOOD, BEVERAGE &

VENDING COST OF SALES
% Amount($)

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 CONTROLLABLE EXPENSES

PROFIT BEFORE COMMISSIONS

PROFIT BEFORE DEPRECIATION
Depreciation (Equipment/Other)
Management Fees

OPERATING PROFIT
Additions to or Deductions from Profit

NET PROFIT
SCHEDULE3

MINIMUM FOOD PURCHASE SPECIFICATION REQUIREMENTS
BEEF
Heifer or Steer
PORK
VEAL
Ca1f
LAMB
Under one year old

POULTRY

FISH & SHELLFISH
EGGS
BUTTER

MILK&MILK

PRODUCTS

NONFAT DRY MILK

BULK ICE CREAM

FRESH VEGETABLES &
FRUITS

FROZEN VEGETABLES

CANNED FRUIT

CANNED VEGETABLES

DRY GOODS
GRADE:

YIELD:

CONDITION:

GROUND
BEEF:

GRADE:

YIELD:

CONDITION:

GRADE:

CONDmON:

GRADE:

CONDITION:

GRADE:

CONDITION:

GRADE:

CONDITION:

GRADE:

SIZE:

CONDmON:

GRADE:

RICE:

BEANS:

USDA Top Choice
3 or under
Fresh or Frozen
Chuck, 20% fat content
US No.1
1 Fresh or Frozen
USDA Choice
Fresh or Frozen
USDA Choice
Fresh or Frozen
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
USDAAA
US Grade A pasteurized
US Extra
Minimum 12% milk fat, 80-100%
overrun
US No. 1 or better
A
US Grade A or Fancy in heavy syrup
US Grade A or Fancy
Fancy or US No. 2
Grade A

BAKED PRODUCTS

PURCHASING

SPECIFICATION
At the City's approval
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 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
SCHEDULE4

MINIMUM OPERATING STANDARDS REQUIREMENTS

1. 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.

2. A high level of personal service to guests as evidenced by the following:
(a) No greater than a 1:20 for plated meals and 1:30 for buffet meals staff ratio of the number of staff to guests at the Facilities - as evidenced by a written plan noting all locations and number of staff and a 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 field, degrees in hoteV restaurant management from recognized colleges/universities in that field, and a high-quality service plan that meets or exceeds same at other similar very high-quality service facilities.

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

4. A qualified management staff as detailed to every degree herein.

5. Ongoing service training and detailed information supporting this in TIPS, TEAM, HFacilitiesP, 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 two 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 $10,000,000 per year in food/beverage receipts over the past three (3) consecutive years as follows:
0 0
•
Labor cost- not greater than 35.0-38.0% of Gross Receipts blended average for mobile and fixed concessions operations (excluding taxes) and 32.0% blended average of Gross Receipts for all banquet/catering services (excluding taxes) under this Agreement
Food cost - not greater than 25.0% 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 finn.

SCHEDULES

SANITATION 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 California Acts and Regulations governing foodservice operations sanitation.

3. All applicable Regulations of the City of Anaheim 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 City and set out herein or from time to time through memoranda from the City to the Contractor.

1. ,., ...

3. SCHEDULE6
PROJECT lNSPECTIONS
Formal inspections of the foodservice facilities may be conducted a minimum of four (4) times a year (January. April, July, October) by the City. accompanied by the Contractor.

Semi-formal inspections of the foodservice facilities are to be conducted at selected intervals by the Contractor and the City. A formal inspection checklist is to be prepared and completed by the Contractor and submitted to the City 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.

Informal inspections of the foodservice facilities are to be conducted daily by the Contractor with immediate corrective measures taken for any deficiencies noted.

APPENDIX A

THE ANAHEIM CONVENTION CENTER
FOOD/BEVERAGE OPERATIQN.S..CONTRACf

AFFIDAVIT
-----------being first duly sworn, deposes and says that he/she is the ________ of , with offices located at
----------• and, as its duly authorized representative, states that effective this __ 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 Orange County, California, or any other cities or counties containing property in the taxing districts under the jurisdiction of the Auditor of Orange County, California
is charged with delinquent personal property taxes on the general list of personal property in Orange County, California, or any other cities or counties containing property in the taxing districts under the jurisdiction of the Auditor of Orange County, California
County Amount (include total amount and
any penalties and interest thereon)
$. ______ _
$ ___________ _
$ ________ _
$. ______ _
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.

State of _____ -J
) ss.

County of ____ _;
Subscribed and sworn to (or affirmed) before me on this _ _ day of _____ _.,20_, by , proved to me on the basis of satisfactory evidence to be the person who appeared before me.
(Notary Public) (Seal)
My Commission Expires: _ __ _,, 20_.

SCHEDULEl

FINANCIAL FORMAT FOR OPERATIONAL SUBMITTAL PURPOSES

OTHER SALES
• Vending Machines (if any)
• Backstage Catering (non-exclusive)

TOTAL FOOD, BEVERAGE,
& VENDlNG SALES
COSTS
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 COSTS
• Vending Machines (if any)

TOTAL FOOD , BEVERAGE &
VENDlNG COST OF SALES
% Amount($)

TOTAL GROSS PROFIT

TOTAL INCOME

OPERATING EXPENSES
Payroll
Employee Benefits
Employee Meals
Music and Entertainment
Advertising and Sales Promotion
Utilities
Administrative and General
Repairs and Maintenance
Miscellaneous Expenses

TOTAL OPERATING EXPENSES

PROFIT BEFORE COMMISSIONS

PROFIT BEFORE DEPRECIATION
Depreciation (Equipment/Other)
Management Fees

OPERATING PROFIT
Additions to or Deductions from Profit

NET PROFIT
SCHEDULEl

MINIMUM FOOD PURCHASE SPECJFICATION REQUIREMENTS
BEEF
Heifer or Steer
PORK
VEAL
Calf
LAMB
Under one year old

POULTRY

FISH & SHELLFISH
EGGS
BUTTER

MILK&MILK

PRODUCTS

NONFAT DRY MILK

BULK ICE CREAM

FRESH VEGETABLES &
FRUITS

FROZEN VEGETABLES

CANNED FRUIT
CA.i"'WED VEGETABLES

DRY GOODS
GRADE:

YIELD:

CONDITION:

GROUND
BEEF:

GRADE:

YIELD :

CONDITION:

GRADE:

CONDITION:

GRADE:

CONDITION:

GRADE :

CONDmON :

GRADE:

CONDITION :

GRADE:

SIZE:

CONDITION:

GRADE:

RICE:

BEA..~S:

USDA Top Choice
3 or under
Fresh or Frozen
Chuck, 20% fat content
US No. 1
I
Fresh or Frozen
USDA Choice
Fresh or Frozen
USDA Choice
Fresh or Frozen
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, I 00% candled
Large
Fresh
USDAAA
US Grade A pasteurized
US Extra
Minimum 12% milk fat, 80-100%
overrun
US No. 1 or better
A
US Grade A or Fancy in heavy syrup
US Grade A or Fancy
Fancy or US No. 2
Grade A

BAKED PRODUCTS

PURCHASING

SPECIFICATION
At the City's approval
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 Agreement.
• Portion cut beef item
• Beef roast item
• Pork rib item
• Poultry item
• Lamb item
• V ea1 (calf) item
• Fresh fruit item
• Frozen vegetable item
• Canned fruit item
• Non-food item
SCHEDULE3
SANITATION REGULATIONS AL~ PROJECT INSPECTIONS REGULATIONS The following shall establish the minimum sanitation guidelines to be followed by the Contractor:

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

2. All State of California Acts and Regulations governing foodservice operations sanitation.

3. All applicable Regulations of the City of Anaheim 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 City and set out herein or from time to time through memoranda from the City to the Contractor.

SCHEDULE4

FACILITIES 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 City, accompanied by the Contractor.

2. Semi-formal inspections of the foodservice facilities are to be conducted at selected intervals by the Contractor and the City. A formal inspection checklist is to be prepared and completed by the Contractor and submitted to the City 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.

Anaheim City CouncilMay 17, 2022

Anaheim City Council
May 17, 2022