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HomeMy WebLinkAboutContract 32248 Cl' 'Y SECRETAF,Y ' r ✓�r.r „rc AUG 2 3 1005 CONTRACT FOR EXCLUSIVE CONCESSION AND ALCOHOLIC BEVERAGE SERVICE AT THE WILL ROGERS MEMORIAL CENTER This Contract is made and entered into as of August 2005,by and between the City of Fort Worth, Texas, a home rule municipal corporation of the State of Texas, located in Tarrant, Denton and Wise Counties,Texas, ("City"), and Aramark Sports & Entertainment Services of Texas, Inc. ("Concessionaire"), a corporation organized and existing under the laws of the State of Texas. This Contract pertains to Concessionaire's provision of the exclusive food, beverage, and related concession and alcoholic beverage operations at the Will Rogers Memorial Center. ARTICLE 1, SCOPE OF WORK §1.01. Scope of Work The Concessionaire shall be the exclusive provider of and shall perform the services, set forth in Section 5: Scope of Work and Expectations contained in the City's Request for Proposal No. 04-0217 issued on September 29, 2004, hereinafter referred to as the RFP", Contractor's bid response dated November 18, 2004 (attached hereto, the "Bid Response"), and the terms of this Contract(collectively,the"Scope of Work"). In the event of a conflict between these documents, such conflicts sha11 be resolved as follows: this Contract takes precedence over the Bid Response and the RFP, and the Bid Response takes precedence over the RFP. Both the RFP and the Bid Response are incorporated herein and made a part hereof for all purposes and are attached as Exhibit "A". Terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the RFP. §1.02. General A. The Will Rogers Memorial Center,hereinafter referred to as the"Center"shall be defined as the Will Rogers Memorial buildings,the surrounding grounds, and parking area. B. The Concessionaire shall work closely with the Director of the Department of Public Events, or his/her designee, (hereinafter referred to as "Director"), in the performance of any and all tasks required under this Agreement or under the Scope of Work. C. If the Concessionaire's method of operation, or manner of exercising the exclusive rights granted in this Contract, interfere with or disrupt any performance, or event scheduled or in progress, Concessionaire will immediately modify its method of operation or manner of exercising its exclusive rights to meet the reasonable approval and satisfaction of the Director; although and except as provided in Section 2.03, nothing in this subsection is intended to afford any third party the right to offer for sale any such food or beverages in derivation of Concessionaire's rights hereunder. D. The Concessionaire shall endeavor, with the assistance and cooperation of the Center and the Director,to improve the operations with the objective of developing maximum gross receipts potential and quality service to the patrons. Pagel of 25 V J U ,Ir G�—SS ���� �`� J C� L��LS �: ARTICLE 2. CONCESSION PREMISES AND RIGHTS §2.01. Concession Premises The City will make available to the Concessionaire the "Concession Premises", defined as that area as indicated in Exhibit`B", under control of the Concessionaire, including the commissary, administrative offices, storage areas and concession stands. §2.02 Portable Locations The City will permit portable concession stands to be located throughout the Center. The Director and the Concessionaire will agree upon the number and locations of these temporary stands at least 24 hours prior to each event. §2.03 Concession Rights A. The concession rights and privileges herein granted are the exclusive right to make direct sales to the public of all food, candy, sandwiches, popcorn, and beverages, provide restaurant services, soft drinks, alcoholic beverages, including beer, wine and liquor, and other merchandise usually and customarily handled by a concessionaire, except that the City retains the right to: 1. Allow catering of food in conjunction with a catered function separately and independently from this Agreement. Catering privileges will only be granted through a separate catering agreement for catering privileges. 2. Grant permission for sample size food and beverage items to be given away at the Center by exhibitors who are in the business of producing and/or selling such items; provided such sample sizes do not exceed three (3) ounces. In no event shall alcoholic beverage samples be provided. 3. Exclude the following events: a. Southwestern Exposition and Livestock Show, ("Stock Show") During any period of time the Center is leased to and used by the Stock Show, for the annual Stock Show and such other non-ticketed, private events which the Stock Show may from time to time host within the Center, all concessions and alcoholic beverage services rights will be granted to the Stock Show. The Stock Show will have full authority to enter into contracts with vendors for various goods and services during their lease of the Center for the Stock Show. Concessionaire agrees it will lease all equipment, permanent and portable stands, storage space, commissary areas, and all other equipment and improvements (excluding Concessionaire's office and administrative equipment) to the Stock Show's contractor for the amount of One Thousand Dollars ($1,000) annually. Concessionaire will be permitted to continue to use and occupy its designated administrative office space during the Stock Show. b. Jewel Charity Ball. During the period of time the Center is leased to and used by the Jewel Charity Ball, Inc. for the Jewel Charity Ball, concessions and alcoholic beverage service rights will be granted to Jewel Charity Ball, Inc. for those areas occupied for the event. Page 2 of 25 c. Jazz by the Boulevard. During the period of time the Center grounds are leased to and used by Historic Camp Bowie, Inc. for the Jazz by the Boulevard, concessions and alcoholic beverage services rights will be granted to Historic Camp Bowie, Inc. only for those areas occupied for the event located outside the Center's perimeter fences. 4. Promulgate reasonable rules and regulations for the Concessionaire necessary for the operation of the Convention Center. 5. Reasonably restrict the length of time before and after the time of the performance or function, in order to ensure that sales will not interfere with the conduct of the performance or function being served. 6. The City, through its Director, retains the right to approve the form and price of products; provided that,the City agrees that it will not enter into any agreements after the date hereof(other than an agreement relating to exclusive pouring rights for soft drinks (carbonated or non-carbonated, non-alcoholic beverages) or an agreement relating to naming rights of the arena facility within the Center) that limit or restrict or otherwise contravene any agreement between Concessionaire and a service provider for concessions and alcoholic beverage service or advertising in the Center, unless such agreements are approved in writing by Concessionaire, which approval will not be unreasonably withheld, conditioned or delayed. The City agrees that with respect to an exclusive pouring rights agreement for soft drinks, that the Concessionaire will participate in contract negotiations involving product prices and that should the negotiated price be higher than the Concessionaire's standard distribution channel by more than five percent (5%),the Concessionaire may terminate this agreement with 180 days written notice. B. The print pattern to be used on all containers, cups, bags, plastic ware, etc. used by Concessionaire shall be approved in advance by the Director. C. All concession items such as programs, novelties, song books, autographed pictures, records, tapes, T-shirts, etc., carried by traveling shows and not normally stocked by Concessionaire, and additional stands set up on a temporary basis for this purpose are considered as subcontracts retained by the City. D. The Director reserves the right to allow outside vendors to provide unique specialty items during certain events; provided that, when so permitted, the Concessionaire is able to reach mutually agreeable, commercially prevailing and reasonable terms with such vendor (including without limitation those regarding the sub-contract and the percentage of the vendor's gross sales which is to be retained by Concessionaire. Concessionaire will pay the City the percentage of the fee received from the outside vendor as specified in Article 5.01. In the event Concessionaire and vendor cannot reach agreement with regard to the percentage of the vendor's gross sales,the City may terminate this agreement with 180 days written notice. E. The Concessionaire shall not sell space for either temporary or permanent signs. §2.04.Alcoholic Beverages Alcoholic beverage sales will be allowed unless the lessee leasing the Center requests the Director to prohibit sale of alcoholic beverages during lessee's event. The Concessionaire agrees that it will not license the property in such a way that will prohibit the issuance of licenses for alcoholic beverages by the Stock Show, Jewel Charity Ball and Jazz Festival referenced irr­_. Section 2.03.A. �)t Page 3 of 25 IE I LS 1"P!"J 7 LS I� It ARTICLE 3. TERM §3.01.Term Of Contract This Contract shall be in effect for a period of five (5) years beginning September 1, 2005 and ending August 31,2010. This Contract may, however, be extended for five one-year periods at the sole discretion of the City as approved by the City Manager. In connection with any extension, Concessionaire shall provide notice of its desire to extend at least one (1) year prior to the expiration date(as the same may from time to time be extended). The City will, within thirty (30) days from receipt of the notice to extend,notify Concessionaire if the term shall be extended for an additional one (1) year period. No notice shall otherwise be required to effect a termination by its own terms. Upon expiration of the initial term, Concessionaire agrees to hold over under the terms and conditions of this Contract for such period of time as is reasonably necessary to obtain a replacement Concessionaire,provided such period shall not exceed ninety(90) days. ARTICLE 4. RIGHT OF ENTRUSURRENDER OF POSSESSION 0.01 Right of Enta and Inspection Concessionaire must permit City or its agents, representatives, or employees to enter the Center for the purposes of reasonable inspection; determining whether Concessionaire is complying with this Contract; maintaining, repairing, or altering the Center; or any other reasonable purpose. During any inspection, City may perform any obligations that City is authorized or required to perform under the terms of this Contract or pursuant to its governmental duties under federal, state or local laws, rules or regulations. The City shall use its best efforts to ensure that any such maintenance, repairs and alterations shall be effected by the City with, to the greatest extent possible, a minimal impact on the Concessionaire and its concession operations. Concessionaire will permit the City's Fire Marshal or his or her authorized agents to inspect the Center and the City at its expense (unless occasioned by the negligence, misuse or misconduct of Concessionaire) will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Center into compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Concessionaire shall maintain in proper condition accessible fire extinguishers of a number and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. As used herein, the term"Legal Requirements"shall mean any and all present and future laws, statutes, ordinances, decisions, decrees, statues, ruling, rules, codes, procedures, orders, regulations, permits, certificates, licenses, and any other requirements of any governmental authority including, without limitation, any safety laws, health laws, environmental laws and laws regarding the rights of and obligations,of the handicapped and disabled, including without limitation,the Occupational Safety And Health Act and the Americans With Disabilities Act. The above notwithstanding, Concessionaire shall be responsible for ensuring that all of the equipment and supplies which Concessionaire provides and operates for the discharge of its obligations hereunder comply with all applicable Legal Requirements." Page 4 of 25 §4.02. Surrender of Possession No notice to quit possession at the expiration date of the term of this contract shall be necessary. Concessionaire covenants and agrees that at the expiration date of the term of this Contract, or at the earlier termination thereof, it will peaceably surrender possession of the Concession Premises and applicable licenses in good condition, reasonable wear and tear, and acts of God excepted, and the City shall have the right to take possession of the Concession Premises subject to the provisions of Article 13.02. ARTICLE 5. PAYMENTS/LETTER OF CREDIT §5.01. Concession Rental For the rights and privileges granted, the Concessionaire shall pay the City, through its Director, each month during the term hereof,the following amounts: A. Thirty (30.0%) percent of Gross Receipts, as defined in the RFP, during Equestrian Events on all basic concession items sold, including, but not limited to, all soft drinks, beer, alcoholic beverages,peanuts,popcorn, cotton candy, chips, doughnuts,hamburgers, pretzels, sandwiches,hot dogs, french fries, chili dogs, coffee,barbecue and pizza B. Thirty Six (36%) percent of Gross Receipts, as defined in the RFP, during all other Events on all basic concession items sold, including, but not limited to, all soft drinks, beer, alcoholic beverages,peanuts, popcorn, cotton candy, chips, doughnuts, hamburgers, pretzels, sandwiches,hot dogs, french fries, chili dogs,coffee,barbecue and pizza C. When the Concessionaire operates as a caterer, defined as the sale of group meals or food to an organization and the billing to that one organization(not individual sale of food), or when Concessionaire is providing services pursuant to Section 11.08 herein, then a flat fee of fifteen percent (15%) (subject to modification from time to time by the City Council) of Gross Receipts, as defined in the RFP, will be paid to the City When operating as a caterer providing alcoholic beverages, the fee as to those alcoholic beverages will remain at established concession rates. §5.02.Notice,Place and Manner of Payments All payments due the City shall be due and payable without demand by check at the office of the Director at the Center, or at such other place in Tarrant County, Texas as the Director may hereafter notify Concessionaire (in writing and with reasonable advance notice), and shall be made in legal tender of the United States. Payments from any calendar month shall be due no later than 3:00 P.M. on the 20th day following the end of an "Accounting Period" calculated in accordance with the Concessionaire's accounting calendar, which is arranged on a 4-4-5 week basis during each calendar quarter. Any payment that is not made by this date shall bear a service charge of one and one-half percent (1.5%),plus an interest fee in the amounts of one and one-half percent(1.5%) per month from the date it became due until the date it is paid. Concessionaire agrees that it shall pay and discharge all costs and expenses including attorney's fees incurred or expended by the City in collection of said delinquent amounts due, including service charges. Page 5 of 25 • §5.03. Letter of Credit An irrevocable letter of credit in the amount of$50,000 assuring Concessionaire's performance of the duties and responsibilities under the contract is required by the Fort Worth City Council for the term of the Contract. The Concessionaire may satisfy this condition by providing successive letters of credit of one (1) year's duration, provided such letters of credit are either renewed or replaced prior to the prior letter of credit's expiration. ARTICLE 6. REPORTS/AUDITS §6.01. Event Reports The Concessionaire shall be required to furnish the Center with a monthly report of Gross Receipts for each event. This report will be submitted on forms approved by the Director in the reasonable exercise of his/her discretion, and must be turned into the office of the Director no later than 4:00 P.M. of the first business day after the end of the month. The report will be signed by the Concessionaire or the Concessionaire's designated representative. The Director or his or her duly authorized agents or representatives may from time-to-time request "flash reports" on gross sales for individual events. When requested, this information must be turned into the office of the Director no later than 4:00 p.m. of the second(2nd)business day after the event. §6.02. Cash Registers Cash registers must be used at each point of sale by the Concessionaire to record sales, and the tape from each register used for an event will be attached to the corresponding concession report. The location of the register will be written on the tape and it must be verified and signed by the person that operated the register. If a register is not used, (only upon prior written approval of the Director), a cash slip must be prepared for each location that cash was received. This slip must be verified and signed by a person working at the location. In no case shall the person who signed the cash register tape or cash slip be the same person that signed the concession report. §6.03. Bank Accounts The Concessionaire shall establish, in its own name, a separate commercial account at a local bank in Fort Worth, Texas, which shall be exclusively used for the initial deposit of all receipts involved in the Concessionaire's operations with the Center. §6.04. Accounting Records,Equipment and Reports The Concessionaire shall keep true, accurate, complete and auditable records,in a form consistent with Concessionaire's general corporate accounting requirements satisfactory to the Director, including those utilized at the Concessionaire's other operations at the Fort Worth Convention Center. The Concessionaire further agrees that the Director or his or her duly authorized agents or representatives shall have the right to examine all pertinent books and records at any and all reasonable times for the purpose of determining the accuracy thereof. The making of any willfully false report of revenue by the Concessionaire shall be grounds for the immediate cancellation and termination of this Contract. Permanent books, ledgers,journal accounts and records, will be retained by Concessionaire for the term of this contract and any extension thereof, along with collateral papers and forms such , Page 6 of 25 0 o as: Original invoices, sales checks or slips, cash register and adding machine tapes and analogous supporting data. The Concessionaire shall, upon the receipt of a written reasonable request from the Director, prepare and submit such reports and analysis of the operation of the concessions under this contract in such form and content as the City may reasonably require in the administration of this contract. The Concessionaire shall deliver all data, reports and documents which result from its services to the Director in such form as described in the Scope of Work. §6.05. Audits Concessionaire agrees that the City will have the right to audit the financial and business records of Concessionaire that relate to this Contract(collectively"Records") at any time during the Term of this Agreement and for one (1) year thereafter in order to determine compliance with this Agreement. Throughout the Term of this Agreement and for one (1) year thereafter, Concessionaire shall make all Records available to the City at Center or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. Notwithstanding anything to the contrary herein,this Article 6.05 shall survive expiration or earlier termination of this Agreement. ARTICLE 7. OPERATIONS §7.01. Occupancy Of Premises The Concessionaire agrees to improve, equip and maintain the Concession Premises as provided in Articles 13.01 - 13.05. §7.02. Hours Of Operation Except as otherwise provided in this Contract, the Concessionaire agrees to operate the concessions when any event or attraction is scheduled in Center unless prior approval not to operate is granted by the Director. The Concessionaire shall have the concession stands open and in operation a reasonable time before, during and after all events as determined by the Director, but in no event, later than 5 minutes prior to the time doors are opened to admit the public to the event. §7.03. Scheduled Events The Director shall give Concessionaire advance written notice (through monthly schedules of events and supplements) of the nature of scheduled events and such information as is available regarding probable attendance at such events. Concessionaire shall take all reasonable steps to obtain event information from the Director, or his staff, if such information has not already been provided. Concessionaire shall be held strictly accountable for furnishing full and adequate service for the full period of time required for any event of which it has reasonable notice. The Director and Concessionaire shall notify the other of cancellations of previously scheduled events of which due notice has been given, and shall otherwise use its best efforts to notify the other of the cancellation of events where due notice has not been provided, however, neither the City nor Concessionaire shall be liable to the other for the failure to deliver notices of such Page 7 of 25 cancellation. The City makes no representation or warranty that an event will not be subject to cancellation. ARTICLE 8. PERSONNEL §8.01. Employees The Concessionaire shall be entitled to employ such employees on the premises as are necessary to perform the services required of it hereunder. The Concessionaire agrees to employ, train and supervise personnel with appropriate qualifications and experience and in sufficient number to provide all the services appropriate for the concessions granted herein with a minimum of delay for the patrons. The Concessionaire shall abide by all federal, state and local laws, rules and regulations concerning the hiring and employment of its employees. Employees shall be clean, neat, courteous, efficient, properly trained and attendant to patrons of the facilities. Employees shall be attired in clean uniforms at all times when the facility is open to patrons and shall wear a badge with the employee name or number legibly imprinted. The type and design of the uniforms and identification badges are subject to the reasonable approval of the Director. Accurate records must be kept of the names and addresses of employees of those to whom identification badges are issued to assure proper identification of employees at any time required by the Director. Concessionaire represents that all of its employees and subcontractors who perform services under this Contract shall be qualified and competent to perform the services required herein. Concessionaire agrees to replace any employee or subcontractor that the City, in its reasonable opinion, finds unacceptable, provided that Concessionaire can do so without violating applicable Legal Requirements. In the event the Concessionaire does not provide sufficient personnel to service an event,the City reserves the right to obtain additional personnel at the cost of the Concessionaire. §8.02. Manager The Concessionaire shall employ a manager who is reasonably satisfactory to the Director at all times during the operation of the contract. If at any time, the Director finds that the Concessionaire's manager or his or her alternate has discharged his/her responsibilities in an unsatisfactory manner, then the Director shall provide Concessionaire with written notice of the same, including a comprehensive summary of such deficiencies. Furthermore, to the extent permitted by applicable Legal Requirements, the Concessionaire shall replace such manager with a manager that is reasonably satisfactory to the Director. If, however, the actions of the manager endanger the health, safety and welfare of any individual, the manager shall be immediately removed from the premises. In either event, Concessionaire shall have thirty(30)days to replace the manager with such substitute manager. Failure to remove or replace the manager per the terms of this paragraph will constitute a breach of this agreement. ARTICLE 9. SOLICITATION OF BUSINESS,DELIVERIES,OTHER SALES §9.01. Solicitation of Business The Concessionaire's solicitation of business shall be made from the stands, booths or other locations specifically indicated in Exhibit C hereto, unless otherwise assigned to the Page 9 of 25 Concessionaire by the Director or to a walking vendor program specifically approved by the Director for each event or attraction as to, merchandise offered, periods of sale and number of walking vendors. §9.02. Deliveries Deliveries of all supplies, goods, wares, merchandise and equipment to the Concessionaire shall be made at a time and location at the Center during normal business hours and at a mutually agreed upon location at the Center as designated by the Director. The Concessionaire is responsible for accepting all deliveries to his/her operation and shall schedule deliveries outside event hours in the facility,whenever possible. §9.03.Restrictions on Sales by Others The City shall prohibit, and will use its best efforts to prevent vendors and peddlers not employed by the Concessionaire from vending or distributing their wares upon the premises under the control of the City, unless specifically permitted by this Contract. It is understood, however, that exhibitors may give away sample-size products(subject to the size limitations as provided above) or sell merchandise intended for consumption off-premises. Sample sizes of products may be consumed on premise. §9.04. Conduct of Other Business The Concession Premises used by the Concessionaire in the Center shall be used solely for the transaction of business directly related to the obligations of this Contract. Foods and beverages prepared or stored in the Concession Premises may not be sold for consumption off-premise, without written approval of the Director. In the event permission is granted, a mutually agreed fee payable to the City shall be determined. It is the intent that relief may be granted from the restrictions of this Article in instances of inventory problems arising from conditions beyond the control of the Concessionaire. ARTICLE 10. MERCHANDISE §10.01. Merchandise Prices Prices for merchandise for sale shall not be higher than those charged for the same quality merchandise at comparable facilities elsewhere in the Dallas-Fort Worth area. The Concessionaire must display, in a conspicuous location, prices at all stands and on vendor's equipment. Permanent display signs and the final design and location of all posted prices shall be subject to the reasonable approval of the Director. §10.02. Price Schedule Concessionaire shall establish prices for products that are comparable with the prices charged for similar products sold at comparable facilities within Tarrant County and submit proposed prices to the Director for approval. Within 15 days of the execution of this Contract, the Concessionaire shall submit a detailed "Price Schedule" for all items to be sold. This schedule shall list the proposed quantity and Page 9 of 25TIN 01.1 r c� content of each item offered for sale. The prices, quality and unit quantity of all consumable merchandise offered for sale shall be as approved in advance by the Director, provided that the Director shall not withhold or delay his/her approval where such items are comparable (in price and quality)to those offered at agreed upon, similar venues which are similarly situated. The Concessionaire shall provide an up-to-date "Price Schedule" to the Director on a not-less- than quarterly basis. In the event that the Concessionaire and the Director cannot agree on the size of price increases,then the Concessionaire shall be entitled to increase prices by an amount equal to the increase in the Consumer Price Index (CPI) for food for the Dallas-Fort Worth area as published by the United States Department of Labor, Bureau of Labor Statistics for the most recent period. If the Concessionaire desires to substitute any article for an article listed in the approved "Price Schedule",the written approval of the Director must be obtained. §10.03. Consumable Merchandise Concessionaire will offer customers food, drink and other consumable merchandise of first quality and standard quantity. Consumables shall be wholesome and pure and shall conform in all respects to federal, state and local food laws, ordinances and regulations. All merchandise kept for sale shall be subject to inspection by representatives of appropriate governmental agencies. Unless otherwise approved by the Director, all alcoholic beverages shall be sold in paper or plastic cups, and non-alcoholic beverages in paper or plastic cups, or plastic bottles (provided all lids have been removed where directed by the Center) §10.04.Non-Consumable Merchandise Concessionaire agrees that the sale of non-consumable merchandise is not allowed without the prior written consent of the Director. Such approval shall be required and considered on an event- by-event basis only and at such times and in such locations approved by the Director. §10.05. Advertising All merchandise offered for sale shall be handled without the use of special advertising, signs, displays or oral trade names unless otherwise approved by the Director. Concessionaire shall not cause or permit the advertising in the Center and its adjacent grounds, whether for display, advertising or otherwise,without the prior written approval of the Director. §10.06. Temporary Or Portable Concession Stands The Concessionaire shall acquire no rights to locations of temporary or portable concession stands, unless approved by the Director. The City reserves the right to require the Concessionaire to move temporary or portable stands and equipment when the needs of events in the facilities so require. Unless approved in advance by the Director, all portable stands will be returned to the storage areas immediately upon the conclusion of the event being served. §10.07. Recycling The Concessionaire shall use its best efforts to use recycled products and/or products such as,but not limited to,cups,plates,containers,utensils and paper products that can be recycled whenever practicable; provided the same are available at comparable prices, quality, quantity and availability to Concessionaire's standard products. The Director shall, from time-to-time,review the Concessionaire's use of recycled or recyclable products, and make recommendations as to the use of such products. Consistent with the foregoing, the Director will take into account the cost Page 10 of 25 of using recycled products in approving reasonable price or other adjustments to the provisions of the Contract. ARTICLE 11. OTHER SERVICE §11.08. Other Services In addition to normal concession and catering functions, the Concessionaire shall provide various specialized services associated with convention/trade show activities included, but not limited to, the following: A. Room Service The distribution of various snack-type items, at catering rates, in the meeting rooms and office areas utilized by lessees. This type of service is similar in function to the room service normally associated with hotels. B. Exhibitor Services. Services usually associated with convention/trade shows in which various areas within the Center are utilized for display purposes. Exhibitor services normally fall into the following areas, and for which Concessionaire shall pay catering rates are as follows: 1. Food/non-alcoholic beverage items provided to exhibitors as method of entertaining clients. 2. Product storage and/or refrigeration and delivery of it. 3. Product preparation: This area would involve the preparation, i.e., cooking, assembly, etc., of exhibitor product with appropriate delivery when required. C. Personnel Service. On various occasions, the Concessionaire may be called upon to provide personnel for special purposes such as bar tending wait/host staff, or other activities. The special personnel services are not to be confused with the normal personnel required to meet the responsibilities of providing reasonable, good quality, and efficient service to the tenant in fulfillment of the obligations set forth in this contract. ARTICLE 12 CLEANING AND SANITATION. §12.01. The Concessionaire shall be responsible for: A. Cleaning and sanitation of all food service production, storage, and service areas, including equipment, floors,walls, ceilings, and shelving. B. Cleaning of table tops, floors, emptying waste receptacles located in food service areas, and other related sanitation functions within the food service areas prior to events, during events and following each event. C. Cleaning and sanitizing all trash and garbage receptacles in the food service areas. D. Cleaning receiving dock areas where food and beverages are delivered (to the Page 11 of 25 extent necessitated by Concessionaire's use) including the return of all pallets, storage containers, linens, and other equipment used in the conduct of operating the food service. E. Arranging for the removal of grease in a manner to avoid collection and spillage. §12.02. The Director shall have the right to reject the character of service and require that undesirable practices be discontinued or remedied. Failure to take satisfactory action after notification in accordance with Article 20 may result in the cancellation of the contract. ARTICLE 13. IMPROVEMENT OF THE PREMISES §13.01. Investment In The Center Within the first three (3) years of the Contract, Contractor must invest $125,000 in mutually agreed upon equipment and permanent improvements to service the patrons of the Center. Contractor shall provide the Director with written documentation pertaining to all such mutually agreed upon equipment and improvements prior to purchase. All such equipment and improvements shall become the sole property of City upon the later of (i) the expiration or termination of this Contract, and (ii) the date on which the City fulfills its obligation to cause payment to be made to Concessionaire in an amount equal to the unamortized portion of Concessionaire's investment. All interest credited to the account shall become the property of the Concessionaire. §13.02. Any Investments will be amortized over five (5) years (60 months) on a straight-line basis, from the time of purchase. The City agrees to cause payment to be made to Concessionaire in an amount equal to the unamortized portion of investment if this contract expires or terminates for any reason. §13.03. Construction And Installation By The Concessionaire In addition to the equipment provided by the Center (as itemized in the RFP), and subject to the investment limitation (including the ceiling thereon) pursuant to Section 13.01, the Concessionaire agrees to purchase food and beverage equipment, small wares and invest in other necessary upgrades, so as to provide proper service to the patrons of the Center,. Concessionaire shall purchase and install only new or, with the permission of the Director, good used fixtures, furnishings and trade equipment on the Concession Premises, throughout the term of this Contract. All facilities and equipment necessary to prepare and handle the merchandise offered for sale will be of a quality consistent with that utilized in similar facilities, similarly situated. The Concessionaire and the Director, or his or her designee, shall jointly prepare an inventory list of all fixtures, furnishings, trade, equipment, and portable equipment on the Center property within thirty (30) days following the date hereof and shall attach such list to this Contract. Such inventory listing shall be maintained throughout the term of the Contract. Page 12 of 25 §13.04. Building Services The City will furnish building services as set forth in this Article but will not supply the labor or materials for the Concessionaire's equipment installations: A. Utilities: The City will furnish standard outlets and connections as have been installed, for hot and cold water, natural gas and electricity in the Concession Premises (including the concession stands). . The City shall provide all such utilities to the Concessionaire at no cost to the Concessionaire. The City shall also be responsible for designating a point of garbage disposal to which the Concessionaire shall deposit all garbage generated in connection with the concession services hereunder. The City shall have such garbage removed and shall be responsible for the payment of such removal. B. Equipment: The City will furnish existing equipment; all other permanent and portable equipment will be furnished by Concessionaire in accordance with the provisions of this Contract. §13.05. Design Control Any equipment, construction and improvement plans,proposals, materials, colors and designs of any improvements shall be submitted to the Director for approval and the Concessionaire shall not commence the construction or installation of any improvements on the Concession Premises or Center without the prior written approval of the Director. All proposed future changes of the improvements and equipment shall be submitted and approved in the same manner for the full term of this Contract. ARTICLE 14. SPECIAL MARKETING §14.01. Special Marketing In addition to all other monies paid for the equipment and improvements as outlined in Article 13 above, the Concessionaire shall pay to the City Twenty-Five Thousand Dollars ($25,000)per year during the term of this Contract; (being a total of$125,000 over the five (5) year primary term provided the term isn't sooner terminated for any reason other than a Concessionaire default), said amount to be placed in a separate fund (the "Fund") to be used for the purposes of improving concession operations, purchases of improvements or equipment and for the advertising, marketing and promotion of usage of City of Fort Worth Public Events Facilities. §14.02. Semi-Annual Payments The payment for the fund shall be made semi-annually with the first payment being made in advance upon execution of this Contract.Thereafter, Concessionaire shall make payment of each semi-annual contribution on or before the 15" day of the month following the end of the semi- annual period (which semi-annual periods are defined as March 15`h and September 15). Payments shall be made by check at the office of the Director at the Center, or at such other, place in Tarrant County, Texas as the Director may hereafter notify Concessio iaire in writingy.u ;�J (and with advance notice),and shall be made in legal tender of the United States. } Pae 13 of 25 i §14.03. Use Of Funds Fund monies may be used for such purposes as determined by the City. However, Concessionaire may submit, with each quarterly payment, a list of any equipment, improvements, or other items, which, in Concessionaire's opinion, would be of value to the Center's operations for the coming period. Final determination on the use of Fund monies, however, shall rest with the City. §14.04. Title To Equipment And Improvements All equipment,permanent improvements, if any,or other items purchased with Fund monies will become the property of the City. ARTICLE 15. MAINTENANCE OF PROPERTY §15.01. Utilities The City shall provide water, gas, garbage removal and electrical utilities to the Concessionaire at no cost to the Concessionaire. The City shall also provide existing internet and telephone infrastructure in "as-is" condition at no expense to the Concessionaire, although the Concessionaire shall pay for its own telephone and internet services and charges. §15.02. Right To Enter Inspect And Make Repairs The City and its authorized officers, employees, agents, contractors, subcontractors and other representatives shall have the right, at such times as may be reasonable under the circumstances and with as little interruption of the Concessionaire's operations as is reasonably practicable, to enter upon and in the Concession Premises for the following Purposes: A. Inspection. To inspect such premises to determine whether the Concessionaire has complied and is complying with the terms and conditions of this contract. B. Maintenance: To perform maintenance and repairs in any case where the Concessionaire is obligated, but has failed to do so, after the Director has given the Concessionaire reasonable notice to do so, in which event the Concessionaire shall reimburse the Center for the reasonable cost thereof promptly upon demand. C. Access: To gain access to the mechanical, electrical, utility and structural systems of the Facilities for the purpose of maintaining and repairing such systems; the maintenance and repair of the same being the sole responsibility of the City except where occasioned by the negligence or misconduct of the Concessionaire. §15.03. Maintenance And Repair The Concessionaire shall, at its sole expense, maintain, repair and replace, if necessary, all equipment and furnishings utilized in connection with the concession services hereunder (normal wear and tear excepted), with the exception of maintenance, repair or replacement of any structural components of the Center, including without limitation, the permanent existing water, gas or sewer lines, electrical service and telephone infrastructure to the various facilities (which such items shall be the sole responsibility of the City). The foregoing exception is not applicable Page 14 of 25 where such repair or replacement is on account of the actions of Concessionaire or its officers, agents or employees. The Director must approve any material alteration or replacement of equipment or furnishings in advance.The Concessionaire shall not engage in any waste, injury or damage upon or to the Center or its equipment and appurtenances. At the expiration of this Contract, the Concessionaire shall leave the Concession Premises and its equipment and appurtenances in at least the same condition as that which existed at the commencement of the contract,plus any additions, less normal wear and tear §15.04 Janitorial Service The Concessionaire shall provide its own janitorial service (subject to approval of the Director) for pick-up, clean-up and disposal of all litter (to the point designated by the Director pursuant to Section 13.04(A)) for all space assigned or used in operation. The Concessionaire shall also clean and keep service areas free of debris at all times,particularly prior to, during, and after events. §15.05. Cleanliness Of Work Areas The Concessionaire shall keep neat, clean and maintain in a sanitary condition the Concession Premises and the surrounding areas used by Concessionaire. The related food service areas shall be cleaned thoroughly prior to, during and after an event. The Concessionaire shall comply with all laws, ordinances, and regulations of all governmental bodies pertaining to the operation of food serving establishments. §15.06. Cleanliness Of Food Service Areas The Concessionaire shall keep each stand, commissary and work area, as well as the condiment stands and immediate vicinity on the concourse, clean and free from all rubbish. Repair for damage done by Concessionaire or its agents and employees to floors, walls, windows or other property in such radius and other food service areas will be the responsibility of the Concessionaire. The Concessionaire must employ the necessary personnel before, during, and after the hours of each event to comply with these provisions subject to the approval of the Director. The Contractor shall provide sufficient waste receptacles at each location and make certain that they are kept clean and promptly serviced during and after each event. §15.07. Waste Removal Waste foods and supplies will be kept in closed containers until removed from the Center. Such removal shall be made during and after each event. However, the City will be responsible for the removal of debris in areas normally considered public areas, i.e. seating areas in the Center, corridors,etc., except when utilized for food service purposes. §15.08. Rodent&Pest Control Concessionaire shall keep the Concession Premises free from infestations of pests and rodents and shall be responsible for the payment of extermination services to maintain a rodent and pest free Concession Premises. The City shall be responsible for treatment of all other areas within the Center. Page 15 of 25 ARTICLE 16. INSURANCE AND INDEMNIFICATION §16.01. Liability Insurance The Concessionaire shall procure and maintain at all times, in full force and effect, a policy or policies of insurance to provide the types and limits of coverage as specified. A. Commercial General Liability(CGL) Insurance Policy $1,000,000 each occurrence $2,000,000 aggregate limit B. Automobile Liability Insurance Policy $1,000,000 ach accident on a combined single limit basis or $250,000 Property Damage $500,000 Bodily Injury per person per occurrence A commercial business policy shall provide coverage on "Any Auto", defined as autos owned,hired and non-owned. C. Workers'Compensation Insurance Policy Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Disease-policy limit D. Liquor Liability: The policies of insurance shall save the City harmless and provide for the defense of the City and protect the City and the Center premises for and against any and all damages, judgments, claims, liens, costs and expenses arising under Texas law or under any other present or future law, statute or ordinance of the City or other governmental authority having jurisdiction at the Center by reason of any storage, sale or use of alcoholic beverages on or from the premises and shall include the following: Bodily injury or property damage for which any insured may be held liable by reason of: 1. Causing or contributing to the intoxication of any person; 2. The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or 3. Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. and shall be in the following limits: $1,000,000 Bodily injury, fatal or nonfatal, to any one person and to more than one person arising out of any one incident $1,000,000 Injury to means of support of any one person $1,000,000 Injury to property of any one person Page 16 of 25 I §16.02. General Insurance Requirements, A. The City, its officials, employees, agents and officers shall be endorsed as an "Additional Insured" to all policies except Employers Liability coverage under the Operator's Workers Compensation policy. B. All policies shall be written on an occurrence basis. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. C. All policies shall be written by an insurer, with an A-VIII or better rating by the most current version of the A. M. Best Key Rating Guide or with such other financially sound insurance carriers acceptable to the City. D. Deductibles shall be listed on the Certificate of Insurance and shall be on a "per occurrence"basis unless otherwise stipulated herein E. If coverage is underwritten on a claims-made basis, the retroactive date shall be coincident with or prior to the date of the License Agreement and the certificate of insurance shall state that the coverage is claims-made and the retroactive date. The insurance coverage shall be maintained for the duration of the License Agreement and for five(5)years following completion of the service provided under the License Agreement or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence such insurance coverage F. Certificates of Insurance shall be delivered to the City of Fort Worth, 3401 W. Lancaster Avenue, Fort Worth, Texas 76107, evidencing all the required coverages, including endorsements. Concessionaire shall ensure that the City receives renewal certificates of insurance at least thirty(30)days prior to the expiration of the then current certificates. G. The deductible or self-insured retention (SIR) affecting required insurance coverage shall be acceptable to the Risk Manager and/or Public Events Department of the City of Fort Worth in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups must also be approved. H. All policies shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. I. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement specified herein. J. The City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverages and their limits when deemed necessary and prudent by the City based upon changes in statutory law, court decision or the claims history of the industry as well as of the contracting party to the City of Fort Worth. The City shall be required to provide prior notice of ninety (90) days K. Sixty (60) days notice of cancellation or non-renewal is required and shall contain the following language: "This insurance shall not be canceled, limited in scope or coverage, cancelled or non-renewed, until after thirty (60) days prior written notice has been given to the City of Fort Worth. A ten days notice shall be acceptable in the event of non-payment of premium. §16.03. Limitation as to Policies All insurance policies required shall be in a form and content and with a company or companies approved by the Director and qualified to do insurance business in the State of Texas. All liability carriers must meet the approval of the City of Fort Worth Risk Management Department. Each such policy shall provide that the policy may not be materially changed, altered or canceled by Page 17 of 25 the insurer during its term without first giving thirty (30) days prior written notice to the parties insured. §16.04. Evidence Of Insurance Original Certificates or other evidence of insurance coverage required by the Concessionaire in this Article, shall be delivered to the Director in form and content satisfactory to the City of Fort Worth Risk Management Department prior to the execution of this contract. At least thirty (30) days prior to the expiration of any such policy, the Concessionaire shall submit to the Director a certificate showing that such insurance coverage has been renewed. If such coverage is canceled or reduced, the Concessionaire shall, within fifteen (15) days after the date of such written notice from the insurer of such cancellation or reduction in coverage, file with the Director a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. §16.05. Worker's Compensation Insurance The Concessionaire shall, at its own cost and expense, secure Worker's Compensation Insurance to an extent sufficient to meet all worker's compensation payments required by law of the State of Texas, and each of the persons employed or subcontracted by it in the operations of the concession rights in this contract. §16.06. Adjustment Of Claims Concessionaire shall provide for the prompt and efficient handling of all claims for bodily injury, property damage or theft arising out of the activities of Concessionaire under this contract. §16.07. Conditions of Default If, at any time, the Concessionaire shall fail to obtain the insurance as required herein, the City may effect such insurance by taking out policies from companies satisfactory to the Director, and City of Fort Worth Risk Management Department. The amount of the premiums paid for such insurance by the City shall be payable by the Concessionaire to the City with the installment of rent thereafter next due under the terms of this contract. ARTICLE 17 CANCELLATION,TERMINATION OR INTERRUPTION OF EVENT. §17.01. The City reserves the right in its sole discretion to cancel, interrupt or terminate any performance, lecture, event, public or private gathering, whether or not admission has been charged, upon at the Center and to dismiss the audience, or cause the same to be dismissed; and the Concessionaire hereby agrees that it will not make against the City, any claim for damages to the Concessionaire or other party arising out of any act of the City, its officers, agents, or employees, in the exercise of the City's discretion as aforesaid. ARTICLE 18. TAXES AND FEES §18.01. The Concessionaire covenants and agrees to pay promptly all lawful general taxes, special-assessments, excises, license fees, and permit fees which arise solely on account of the Concessionaire's operation in the Center and to take out and keep current all licenses,municipal, state or federal, required covenants and agrees not to permit any of said taxes, assessments, excises, fees or charge to become delinquent. Page 18 of 25 r ARTICLE 19. INDEMNIFICATION §19.01. CONCESSIONAIRE AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS,LA WS UITS,ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) CONCESSIONAIRE'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CONCESSIONAIRE, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE PERFORMANCE OF THIS AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CONCESSIONAIRE AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED ASA WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS ARTICLE 20. DEFAULT AND REMEDIES §20.01. Termination on Default. The following shall be deemed events of default (subject to cure as provided in the immediately following paragraph)by Concessionaire under this Contract: A. Concessionaire fails to pay any of the funds when due or any other payment of reimbursement to City required hereunder; B. If the Concessionaire shall have failed in the performance of any covenant or condition herein required to be performed by the Concessionaire. Failure by the Director to take any action upon default by Concessionaire of any of the terms, covenants or conditions required to be performed, kept and observed by the Concessionaire shall not be construed to be or act as a waiver of default or in any subsequent default of any of the terms, covenants and conditions herein contained to be performed, kept and observed by the Concessionaire; C. Any act or omission on the part of Concessionaire which results in the suspension or revocation of any act, power, license,permit or authority, which terminates the conduct and operation of the Concessions Services at the Center by the Concessionaire, or suspends it for any time in excess of thirty(30)days; D. Concessionaire attempts to assign this Contract without the prior written consent of City; E. Concessionaire fails to use the Center per the terms and the purpose of this Contract without written consent of the City; Page 19 of 25 . J F. The levy of any attachment or execution, or the appointment of any receiver, or the execution of any other process of any court of competent jurisdiction which does, or as a direct consequence of such process, will interfere with Concessionaire's occupancy of the Concession Premises and will interfere with its operations under this contract and which attachment, execution, receivership, or other process of such court is not enjoined, vacated, dismissed, or set aside within a period of thirty(30) days; G. Concessionaire makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors; H. A petition under any part of the Federal bankruptcy law, or an action under any present or future solvency law or statute is filed against Concessionaire and Concessionaire's operations hereunder are interfered with or adversely affected thereby, or Concessionaire is adjudicated as bankrupt. Upon notification that the Concessionaire has declared bankruptcy, the City may immediately make other arrangements to provide concession services to its customers until an arrangement is worked out between the City and the Court. The Concessionaire will not share in any of the revenues derived from such temporary arrangements; I. Concessionaire abandons, deserts, vacates or discontinues all or part of its operation of the concession, or the Concession Premises, or any other action that results in a failure by Concessionaire to provide public and others with the service required; or J. Concessionaire fails to comply with any term, provision or covenant of this Contract. If Concessionaire defaults in performing any covenant or term of this Contract and does not correct the default within thirty (30) days after receipt of written notice from City to Concessionaire or an additional reasonable period if Concessionaire is proceeding with diligence to cure the default, City may declare this Contract, and all rights and interest created by it, terminated. Failure by the Director to take any action upon default by Concessionaire of any of the terms, covenants or conditions required to be performed, kept and observed by the Concessionaire shall not be construed to be or act as a waiver of default or in any subsequent default of any of the terms, covenants and conditions herein contained to be performed, kept and observed by the Concessionaire. §20.02. Termination Without Cause. If for any reason either party should wish to terminate this Contract in advance of the stated expiration date,then either party may terminate the Contract, without cause,by delivering written notice to the other party, with such notice to be effective one hundred eighty (180) days thereafter. §20.03. Other Remedies. Any termination of this Contract as provided in this article will not relieve Concessionaire from paying any sum or sums due and payable to City under the Contract at the time of termination, or any claim for damages then or previously accruing against Concessionaire under this Contract. Any such termination will not prevent City from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law, or from recovering damages from Page 20 of 25 Concessionaire for any default under the Contract. All City's rights, options, and remedies under this Contract will be construed to be cumulative, and not one of them is exclusive of the other. City may pursue any or all such remedies or any other remedy or relief provided by law, whether or not stated in this Contract. ARTICLE 21. NOTICES §21.01. Notices Any notice, demand, request or other communication hereunder given or made by either party to the other shall be in writing and shall be deemed to be delivered whether actually received or not, when deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties hereto at the respective addresses set out below, or at such other address as they may hereafter specify by written notice so given. If to City: Director of Public Events City of Fort Worth 1201 Houston Street Fort Worth,TX 76102 If to Concessionaire: ARAMARK Sports and Entertainment Services,Inc. 1101 Market Street ARAMARK Tower Philadelphia,PA 19103 Attn: Chief Financial Officer With a copy to: Colin M. Daly, Esq. Asst. General Counsel (Same address). ARTICLE 22. FISCAL FUNDING OUT §22.01. If for any reason, at any time during any term of this Agreement, the City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement, the City may terminate this Agreement to be effective on the later of(i) thirty (30) days following delivery by the City to Concessionaire of written notice of the City's intention to terminate or(ii) the last date for which funding has been appropriated by the City Council for the purposes set forth in this Agreement. ARTICLE 23 GENERAL PROVISIONS §23.01. Application of Provisions Any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. Page 21 of 25 §23.02. Non-Discrimination Concessionaire for itself, its personal representatives, successors in interest and assigns, agrees as a covenant running with the land as part of the consideration herein in its construction, maintenance, occupancy, use or operation of the Center that no person shall be excluded from participation in or denied the benefits of Concessionaire's use of the Center or its products on the basis of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. Concessionaire further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Center on grounds of race, color, national origin,religion,handicap,sex, sexual orientation or familial status. §23.03.No Partnership or Joint Venture Concessionaire shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of the City. Concessionaire shall have the exclusive control of, and the exclusive right to, control the work designated to the Concessionaire to be performed hereunder, and all persons performing the same, and shall be solely responsible for the acts and omissions of .its officers, agents, servants, contractors, subcontractors and employees. Neither City nor Concessionaire shall be responsible under the Doctrine of Respondeat Superior for the acts and omissions of its officers, agents, servants, contractors, subcontractors, or employees. It is understood and agreed that the City is not involved as a party to any activities that may be carried on by Concessionaire pursuant to this Contract. Concessionaire acknowledges itself solely responsible for such activities and for all persons and property involved or used in connection with Concessionaire's use of the Center. Provided, however, that no provision of this Contract shall operate or be construed as a waiver by either party of any immunity from liability which it has or could be asserted under the doctrine of governmental immunity or any other immunity which it has under law. §23.04. Force Majeure It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations, or interferences; fires; strikes; lockouts, national disasters; riots; material or labor restrictions; transportation problems; or any other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same,regardless of whether any such circumstance is similar to any of those enumerated or not,the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement shall be extended for a period of time equal to the period such party was delayed. §23.05.No Termination on Bankruptcy Bankruptcy, insolvency, assignment for the benefit of creditors, or the appointment of a receiver will not affect this Contract as long as Concessionaire and City or their respective successors or legal representatives continue to perform all covenants of this Contract. §23.06. Successors and Assigns The Concessionaire agrees not to assign, transfer, convey, sublet or otherwise dispose of this contract or any rights or responsibilities, or of its right, title or interest in, or its power to execute '"V Page 22 of 25 L1Ja such contract to any other persons, firms, corporation, sub-lessee or sub-concessionaire, other than to a partnership, corporation, limited liability company or other business entity owned by the Concessionaire and the parties identified as its joint venture partners in Concessionaire's proposal in the percentages set forth therein,without the written consent of the Fort Worth City Council. §23.07. Invalidity of Provisions It is agreed that, in the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall in no way affect any other covenant, condition or provision herein contained; provided, however, that the invalidity of any such covenant, condition or provision does not materially prejudice either Concessionaire or City in connection with the rights and obligations contained in the valid covenants, conditions or provisions of this Contract. §23.08.Waiver of Immunity If Concessionaire, as a charitable association, political subdivision, corporation, entity or individual enterprise, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damage or injury to property or persons, Concessionaire, to the extent permitted by law, hereby expressly waives its rights to plead defensively such immunity, including governmental immunity, or exemption as against City. §23.09. Applicable Laws If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas —Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. §23.10. Severability of Provisions If any of the provisions contained in this Contract shall be held, for any reason, to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability, shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. §23.11. Captions and Headings Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. §23.12. Governmental Powers It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers. §23.13. Sole Agreement This Contract,the RFP and the Bid Response constitute the sole and only agreement of the parties hereto and supersedes any prior understanding or written or oral agreements between the parties respecting the subject matter. Page 23 of 25 M EXECUTED this the X�(day of August, 2005. ATTEST: CITY OF FORT WO H )a a&k)�&�� By: City Secretary 6 1ei ssi ant Ci Manager Approved as to form and legality: Assistant City ttorney ARAMARK SPORTS& ENTERTAINMENT SERVICES OF Cor t ract Auth-or i zat i on TEXAS,INC. a(n)Texas corporation Date By:X� �C Name: lJ©AN Aehl Me CA-'�JA, Title: PRe.s i,4 G,y STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority In and for the State of Texas, on this day personally appeared Joe Paniagua,known to me to be the person whose name is subscribed to the foregoing instrument and known to me to be the Assistant City Manager for the City of Fort Worth and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated, as the act and deed of said City. GIVEN UNDER MY HAND and seal of office, this the, day of , 2005. KATHY F.DURHAM '- MY COMMISSION EXPIRES January 24,2009 Notary Pu lic in and for the State of Texas My commission expires on: �a-4�aye Page 24 of 25 f STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority in and for the State of Texas, on this day personally appeared Vo k CS e r-rt G('!f ,w) , known to me to be the person whose name is subscribed to the for going instrument and known to me to be the Imes I A e—ti i of Aramark Sports and Entertainment Services of Texas, a(n) corporation, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated, as the act and deed of said corporation. GIVEN UNDER MY HAND and seal of office, this the ,)a day of N c y s T , 2005. N ta4 Public in and for the State of Texas My-e6mmission.expires on: JAMES E. ROADWELL Notary Public,State of Texas �•; ,+ MV Commission Expires 44�F0(lt April 02,2008 Page 25 of 25 i0ply, FORTW EXP IBIT "A" CITY OF FORT WORTH Purchasing Division Request For Proposals (RFP) For Exclusive Concession Services and Alcoholic Beverage Services for the Will Rogers Memorial Center Reference RFP No. 04-0217 PROPOSAL SUBMISSION DEADLINE: THURSDAY, NOVEMBER 18, 2004, 1:30 P.M. CENTRAL STANDARD TIME NO LATE PROPOSALS WILL BE ACCEPTED Proposals Shall Be Delivered To: Name and Address of Company City of Fort Worth Purchasing Division Submitting Proposal: 1000 Throckmorton Street, Lower Level Fort Worth, TX 76102 Questions and Comments Should Be Directed to: Glenda Birdow, Sr. Buyer Office No. 817-392-8354 Fax No. 817-392-8440 E-mail: Glenda.Birdow(aD-fortworthgov.orq Contact Person: Pre-Proposal Conference: Title: Monday, October 11, 2004, (a) 2:00 p.m. Will Rogers Memorial Center Phone: ( ) South Texas Room 3401 West Lancaster Avenue Fax: ( ) Fort Worth, Texas Printed Name: Signature: Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services TABLE OF CONTENTS Section 1.0 INVITATION 3 Section 2.0 PURPOSE STATEMENT 4 Section 3.0 BACKGROUND & FACILITY INFORMATION 4 Section 4.0 SOLICITATION PROCESS 5 Section 5.0 SCOPE OF WORK AND EXPECTATIONS 5 Section 6.0 CURRENT EQUIPMENT AND FACILITIES 7 Section 7.0 PROPOSAL INSTRUCTIONS 7 Section 8.0 RESPONSE FORMAT 9 Section 9.0 SELECTION CRITERIA 11 Section 10.0 BOND REQUIREMENTS 13 Attachment A BASIC INSURANCE REQUIREMENTS 14 Attachment B CURRENT EQUIPMENT INVENTORY 16 Attachment C DEFINITIONS 18 Attachment D LIST OF EQUESTRIAN & LIVESTOCK SHOWS 20 Page 2 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services 1 INVITATION 1.1 The City of Fort Worth is requesting proposals for an exclusive provider of Concession Services and Alcoholic Beverage Services at the Will Rogers Memorial Center from qualified and experienced individuals or firms. 1.2 The length of the contract is expected to be five years, beginning on July 1, 2005, and ending June 30, 2010, with five (5) one (1) year renewal options which may be exercised at the sole discretion of the City. 1.3 Respondents must demonstrate capability and experience in providing Concession Services and Alcoholic Beverage Services in large public facilities. Copies of the Request for Proposals may be obtained from: City of Ft Worth Purchasing Office Lower Level 1000 Throckmorton Street Fort Worth, TX 76102 For vendors with Internet service, you may download the RFP from the City Website at www.fortworth.gov.org. Click on "Bid Notices". One original and four (4) duplicate copies of the sealed proposal, marked Exclusive Concession Services and Alcoholic Beverage Services — Will Rogers Memorial Center" will be accepted until Thursday, November 18, 2004, (ab- 1:30 P.M. Responses received after the above date and time will not be considered. It is the Proposers duty to make sure that the responses are received by the City prior to the stated deadline and mailed and/or delivered to the following address: City of Ft Worth Purchasing Office Lower Level 1000 Throckmorton Street Fort Worth, TX 76102 1.4 Responses must be in 8'/s" by 11" format. Any materials that are larger than this size should be folded to fit into the 8'/2" by 11" format. Proposals must include at least the requested information. The City reserves the right to request additional information during the RFP review period. 1.5 The outside of the package should be clearly marked with the following: "RFP-Concession Services and Alcoholic Beverage Services, Will Rogers Memorial Center. Due by November 18, 2004, @ 1:30 P.M.". 1.6 RESPONSES THAT ARE NOT SUBMITTED IN A SEALED ENVELOPE OR CONTAINER MAY NOT BE CONSIDERED. TELEGRAPHIC OR FACSIMILE RESPONSES WILL NOT BE ACCEPTED. 1.7 A pre-submittal conference will be conducted on Monday, October 11, 2004, at 2:00 P.M. in the South Texas Room, located in the Amon G. Carter Jr. Exhibits Hall within the Will Rogers Memorial Center complex to answer questions regarding the proposal requirements. All prospective Proposers are encouraged to attend. Non-attendance on the part of a Proposer shall not Page 3 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services relieve the Proposer of any responsibility for adherence to the provisions of this proposal package or any addenda hereto. 2 PURPOSE STATEMENT 2.1 The City anticipates entering into an exclusive agreement for Concession Services and Alcoholic Beverage Services, as defined elsewhere in the proposal, for facility users at Will Rogers Memorial Center. Under the Agreement, the Proposer would commit to providing Concession Services and Alcoholic Beverage Services in a manner that provides the best value for the City of Fort Worth. 2.2 The scope of work includes, but is not limited to, providing clients and exhibitors a full range of exclusive Concession Services and Alcoholic Beverage Services and non-exclusive Catered Services. 2.3 Special Condition. During the period of time the Will Rogers Memorial Center is leased to and used by the annual Southwestern Exposition and Livestock Show, (herein referred to as the "Stock Show") all Concessions and Alcoholic Beverage Services rights will be granted to the Stock Show. The Stock Show will have full authority to enter into contracts with vendors for various goods and services during their lease of the Center. Proposer agrees it will lease all equipment, permanent and portable stands, storage space, commissary areas, and all other equipment and improvements to the Stock Show's Contractor for the amount of One Thousand Dollars ($1,000) annually. Proposer will be permitted to continue to use and occupy its designated office space during the Stock Show. 2.4 The City of Fort Worth Public Events Department, Will Rogers Memorial Center shall have the right to negotiate contracts with vendors of food and beverage products for advertising rights and product exclusivity. The successful Proposer known hereafter as the Concessionaire, shall not enter into any agreement with vendors, on their own, which could compromise the terms of existing City of Fort Worth Public Events Department, Will Rogers Memorial Center License Agreements and/or contracts. 3 BACKGROUND AND FACILITY INFORMATION 3.1 The Will Rogers Memorial Center, a division of the Public Events Department, is a City of Fort Worth owned multi-purpose facility whose goal is to attract local, regional, and national events by hosting conventions, concerts, consumer shows, recitals, banquets, graduations, sporting and equestrian events, religious conferences and other activities that improve the quality of life, as well as the economy, for the citizens of Fort Worth and the surrounding area. 3.2 Many outstanding buildings make Will Rogers Memorial Center one of the most versatile facilities of its type in the United States. The spacious world-class Center consists of 45 acres of facilities under roof in over 85 acres located in the heart of Fort Worth's Cultural District. This convenient location attracts in excess of 2.5 million people each year to a wide variety of cultural and recreational events. Page 4 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services 3.3 In Fiscal Year 2004, Will Rogers Memorial Center hosted 415 events resulting in over 803 event days and attracting an estimated 1,365,000 people. The attendance number does not include the Stock Show. 4 SOLICIATION PROCESS 4.1 The following projected timetable should be used as a working guide for planning purposes. It is the goal of the Public Events Department and the Will Roger Memorial Center for the Concession Services and Alcoholic Beverages Services Contractor to be in place no later than July 1, 2005. The City reserves the right to adjust the timetable as required during the course of the RFP process. 4.1.1 Issue Request for Proposal (RFP), on or about September 29, 2004 4.1.2 Pre-Proposal Conference and site visit Monday, October 11, 2004, at 2:00 P.M. 4.1.3 Bid Closing Date: November 18, 2004, @ 1:30 p.m. 4.1.4 Oral Presentations/Interviews (if necessary), on or about January 17, 2005 4.1.5 Final Evaluation and Negotiation, on or about February 14, 2005 4.1.6 M&C Recommendation to the City Council, on or about March 15, 2005 4.1.7 Approval of Agreement by the City Council, on or about March 15, 2005 4.1.8 Contract Execution, on or about March 15, 2005 5 SCOPE OF WORK AND EXPECTATIONS The Proposer, at a minimum, must achieve and maintain the performance outcomes listed below, consistent with acceptable standards otherwise agreed to through a contract resulting from this RFP. Proposer may also propose to achieve additional performance outcomes beyond those minimally required. The Concession Services and Alcoholic Beverage Services required for Will Rogers Memorial Center are as follows: 5.1 GENERAL SCOPE 5.1.1 The City will award a Contract to the best qualified and responsible Proposer to provide exclusive Concession Services and Alcoholic Beverage Services, operate concession stands, vend various refreshments, provide non- exclusive Catered Services, and sell other items or services as approved by the Director or his designee, at the best value to the City. Proposer must have ability to obtain and keep in force throughout term of the Contract all required liquor licenses, permits, etc. required by Texas Page 5 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services Alcoholic Beverage Commission, State of Texas, and permits required by all state and local government entities. 5.1.2 Concession Services shall be defined as over-the-counter cash and credit card sales conducted at fixed and mobile food and beverage areas at Will Rogers Memorial Center. Applies to all food and beverage services and other items approved by the Director of the Public Events Department or his designee at concession stands, vending machines and at other areas designated by the Director or his designee. The right to sell Concession Services may or may not include employees' assembly rooms or work areas. Other services, which may be required to be performed by Proposer, shall include, but are not limited to, operation of cafeteria, non-exclusive Catering Services, and other food and beverage service operations as may reasonably require the Licensee, Director or his designee. 5.1.3 The right to sell Concession Services shall not include the right to sell video or audio tapes, CDs, non-food sundry items, including but not limited to t-shirts, film, aspirin, postcards, programs, souvenir books, or other printed matter of a like nature, or copyrighted novelties, However, Director or his designee may require or permit Proposer to sell such items from time to time upon reasonable notice and upon such terms as may be negotiated with Proposer. 5.1.4 Alcoholic Beverage Service shall be defined the sale or distribution of wine, distilled spirits or beer whether over-the-counter at fixed and mobile food and beverage areas or as part of Catered Services. 5.1.5 Catered Services is defined as any food service for which a guarantee in number of meals or persons served has been made at an established price per person or per meal, provided to Licensees and their invitees pursuant to the terms and conditions of agreement(s) between the Licensee and City of Fort Worth/Will Rogers Memorial Center and/or Concessionaire. It is further agreed that, while the rights granted hereunder do not include such Catered Services, Proposer shall be ready and able to provide such Catered Services as may be required in the operations and activities at the Center. 5.1.6 The right to sell Concession Services shall not be construed so as to prevent or prohibit either the Center or any Licensee of the Center from engaging in or contracting for outside Catered Services from someone other than Proposer. 5.1.7 The facilities designated for leasing to the Concessionaire shall be used for the sole purpose of performing this contract, and the areas to be occupied by the Proposer are subject to size configuration changes (i.e. increase or decrease) from time to time. The Director or his designee will designate which space or areas the Proposer may use in the performance of the responsibilities as set forth herein to conform to the priorities established by Page 6 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services the Center. These specifications will become part of the contract and be binding by all parties to the contract. 6 CURRENT EQUIPMENT AND FACILITIES It shall be the responsibility of the successful Proposer to adequately furnish equipment and make all necessary improvements to all food service areas within the Center to include existing facilities and any proposed expansion program. Further these alterations, equipment purchases, etc., shall be subject to the provision set forth in the Specifications. A current equipment inventory is attached as Attachment"B". 7 PROPOSAL INSTRUCTIONS 7.1 Compliance with the RFP. Proposals must be in strict compliance with this Request for Proposals. Failure to comply with all provisions of the RFP may result in disqualification. 7.2 Acknowledgement of Insurance Requirements. By signing its proposal, Proposer acknowledges that he or she has read and understands the insurance requirements for the proposal. Proposer also understands that the evidence of required insurance must be submitted within 10 calendar days following notification of its offer being accepted; otherwise, the City may rescind its acceptance of the Proposer's proposal. The insurance requirements are attached as Attachment"A". 7.3 Evaluation of Proposals. 7.3.1 City will examine proposals to eliminate those that are clearly non- responsive to the stated requirements. Therefore, Proposer should exercise particular care in reviewing the terms and conditions set forth in this RFP. 7.3.2 The detailed evaluation that follows the initial examination may result in more than one finalist. At this point, City may request presentations by Proposers, and carry out negotiations for the purpose of obtaining best and final offers. 7.3.3 The City reserves the right to withdraw this RFP at any time and for any reason and to issue such clarifications, modifications, and/or amendments, as it may deem appropriate. 7.3.4 Receipt of a proposal by City or a submission of a proposal to the City implies no rights upon the Proposer nor obligates the City in any way. 7.3.5 City retains the right to waive minor irregularities in proposals, provided that such action is in the best interest of the City. Any such waiver shall not modify any remaining RFP requirements or excuse the Proposer from full compliance with the RFP specifications and other contract requirements if the Proposer is awarded the License Agreement. 7.4 Ambiguity. Conflict or Other Errors in the RFP Page 7 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services 7.4.1 If a Proposer discovers any ambiguity, conflict, discrepancy, omission or other error in the Request for Proposal, it shall immediately notify the assigned Buyer in the Purchasing Division of such error in writing and request modification or clarification of the document. If the Buyer determines that a change in requirements, or terms and conditions is required, the Buyer shall amend the RFP, in writing, and distribute the modification to all parties receiving the RFP. 7.4.2 The Proposer is responsible for clarifying any ambiguity, conflict, discrepancy, omission or other error in the RFP prior to submitting the proposal or it shall be waived. 7.5 Proposals and Presentation Costs. -- City will not be liable in any way for any costs incurred by any Proposer in the preparation of its proposal in response to this RFP, nor for the presentation of its proposal and/or participation in any discussions or negotiations. 7.6 Resection of Proposals. -- City reserves the right to accept or reject in whole or in part any or all proposals submitted. The City shall reject the proposal of any Proposer that is determined to be non-responsive. The unreasonable failure of a Proposer to promptly supply information with respect to responsibility may be grounds for a determination of non-responsibility. 7.7 Acceptance of Proposals. -- The City shall accept all proposals that are submitted properly. The City reserves the right to request clarifications or corrections to proposals. 7.8 Requests for Clarifications of Proposals. -- Requests for clarification of proposals shall be in writing. A request for clarification shall not allow for the alteration of a Proposer's pricing information contained in its cost proposal. 7.9 Validity of Proposals. 7.9.1 All proposals shall be valid for a period of 180 calendar days from the RFP closing date. 7.9.2 If a Proposer does not desire proprietary information in the proposal to be disclosed, it is required to identify all proprietary information in the proposal. This identification will be done by individually marking with the words "Proprietary Information" on each page, which such proprietary information is found. If the Proposer fails to identify proprietary information, it agrees, by submission of the proposal, that those sections shall be deemed non- proprietary and made available upon public request. 7.9.3 Proposers are advised that the City to the extent permitted by law will protect the confidentiality of their proposals. Proposers are advised to consider the implications of the Texas Open Records Act, particularly after the proposal process has ceased and the License Agreement awarded. While there is provision in the Texas Open Records Act to protect proprietary information, particularly under Section 3(9) and Section 3(10) of this Act, where the Proposer can meet certain evidentiary standards, please be advised that a determination on whether those standards have been met will not be Page 8 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services decided by the Purchasing Division of the City of Fort Worth, but by the Office of the Attorney General of the State of Texas. 7.9.4 Information requested in the RFP and deemed to be privileged and confidential may be submitted in a separate envelope marked "Privileged and Confidential Information." The City will use its best efforts to protect such information from disclosure to the extent allowable by law. 7.10 The City shall provide the release of all public information concerning the project, including selection announcements and contract awards. Those desiring to release information to the public must receive prior written approval from an authorized representative of the City. 7.11 Neither the City nor any of its officers, agents, employees, or consultants shall be responsible for the accuracy of any information provided as part of this RFP. All Proposers are encouraged to independently verify the accuracy of any information provided. The use of any of this information in the preparation of a response to the RFP is at the sole risk of Proposer. 7.12 The Proposer shall not collude in any manner or engage in any practices with any other Proposer(s), which may restrict or eliminate competition or otherwise restrain trade. Violation of this instruction will cause the City to reject the Proposer's submittal. This prohibition is not intended to preclude joint ventures or subcontracts. 7.13 All Proposals submitted must be the original work product of the Proposer. The copying, paraphrasing or other use of substantial portions of the work product of another Proposer is not permitted. Failure to adhere to this instruction will result in the rejection of the Proposal. 8 RESPONSE FORMAT The items listed herein shall be submitted with each proposal and should be submitted in the order shown. Each section should be clearly labeled, with pages numbered and separated by tabs (8.1 Management Summary, 8.2 Business Plan, 8.3 Income, etc.). Failure by a Proposer to include all listed items may result in the rejection of its proposal. All reports, charts, schedules, or other appended documentation to any proposal, content of basic proposal, or contracts and any responses, inquiries, correspondence, and related material submitted by Proposer shall become the property of the City upon receipt. 8.1 Management Summary — Provide a cover letter indicating the business concept of your firm in providing Concession Services to the Will Rogers Memorial Center. 8.2 Business Plan 8.2.1 Description of the proposed contract team, and the role to be played by each member of the proposed team. 8.2.2 Proposed organizational chart showing all full-time and part-time positions planned for the Concession Services operations at Will Rogers Memorial Center. Page 9 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services 8.2.3 Detailed plan of approach (including major tasks and sub-tasks). Include proposed pricing structure for all products to be offered for sale. 8.2.4 Proposed service quality program. Detailed listing of proposed wholesale food and beverage product suppliers. Page 10 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services 8.3 Income to the City of Fort Worth 8.3.1 Provide commission percentage to be paid to the City on Gross Receipts, as defined, to include but not be limited to Concession Services, Alcoholic Beverage Services and Catered Services. Proposer shall pay to the City the following minimum percentages of Gross Receipts: 36% on Concessions Services 36% on Alcoholic Beverage Services 30% on Concession Services for equestrian and/or livestock shows indicated on Attachment"D", or others subject to the approval of the Director. 30% on Alcoholic Beverage Services for equestrian and/or livestock shows indicated on Attachment "D", or others subject to the approval of the Director. 15% on Catering Services -- City retains the right to increase percentage on catering at any time during the term of the Agreement. 8.3.2 Gross Receipts is defined as the total amount of money received or to be received by Proposer or by any agent, employee or subcontractor from all sales, whether for cash or credit, whether collected or uncollected, made as a result of the service rights granted under the Agreement; provided, however that any sales taxes and/or alcoholic beverage taxes imposed by local or federal law which are separately stated to and paid by a purchaser of any item sold by Proposer or anyone acting by or on behalf of Proposer from an authorized service or activity under this Agreement and directly payable to a taxing authority shall be excluded from the computation of "gross receipts". Gross Receipts shall include all monies paid or to be paid by a purchaser of any services provided by Proposer, including but not limited to rental equipment, labor, and coat check. The sale of any goods, food, beverage or, other items that are returned by the purchaser and accepted by Proposer exclusive of any sales tax may be deducted from Gross Receipts. 8.3.3 Presently the City receives a sum of $50,000 per year, from the current concessionaire that is placed in a separate fund (the Special Marketing Fund) and is used for the purpose of improving concessions operations, purchase of improvements or equipment and for advertising, marketing and promotion of usage of facilities at the Center. The payments to the Special Marketing Fund are paid in quarterly installments of $12,500.00 to the City. The City will consider investments of this type for marketing and improvement or replacement of equipment at the Will Rogers Memorial Center and/or proposals for capital improvement investment programs. Page 11 of 21 +� r' n Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services 8.4 Proposed Equipment and Infrastructure — Provide a detailed listing of all proposed equipment. 8.5 Corporate Experience and Capacity 8.5.1 Provide information that documents your firm's qualifications to produce the required outcomes, including its ability, capacity, skill and financial strength. 8.5.2 A detailed description of a minimum of three public or private facilities currently being served by Proposer most similar in scope to Center. Must include references. 8.6 Key Personnel 8.6.1 A resume including the experience, education and performance record in the concession services business of the proposed full-time resident manager for Will Rogers Memorial Center (for whom the Director will have the right of approval), senior level supervisors and any other full-time personnel proposed to be assigned to the Will Rogers Memorial Center. 8.6.2 Proposer must furnish plan to require completion of a formal alcohol training course approved by the Texas Alcoholic Beverage Commission by all sales personnel. 8.6.3 Name of a single contact person/ designee for all correspondence and notifications. 8.7 Acceptance of Conditions — Indicate any exceptions to the general terms and conditions of the RFP, insurance requirements or other requirements listed in the RFP. 9 SELECTION CRITERIA 9.1 In order to qualify for the award of the License Agreement, Proposers must meet or exceed and will be evaluated on the following minimum qualifications. The qualifications as set forth herein are designed to establish an experience criteria demonstrating the Proposers capability to provide Concession Services and Alcoholic Beverage Services in a large multi-purpose/equestrian and/or convention facility similar to the Center that will provide the best value to the City. 9.1.1 Recent experience, satisfactory to the Review Committee, (within immediate five year period) in operating Concession Services and Alcoholic Beverage Services in a major place of public assembly such as a large multi- purpose/equestrian and/or convention facility similar to the Center, including an arena with a capacity of at least five thousand (5,000) persons, exhibition halls, theater, ballroom, and various size meeting rooms. Recent experience must also include the purchase, preparation, and service of food and drink to the public on a large volume. (25%) Page 12 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services 9.1.2 Responsiveness and feasibility of proposed Business Plan considering overall approach/philosophy to providing the service, proposed contract team and organizational structure, detailed plan of approach (including major tasks and subtasks), and proposed service quality program. (25%) 9.1.3 Proposer's committed income and commission percentage payable to City and demonstrated ability to develop maximum Gross Receipts potential from similar type operations; and Proposer's committed contribution to Special Marketing Fund or similar investment to be used for the purposes of improving concessions operations, purchase of improvements or equipment and for advertising, marketing and promotion of usage of facilities at the Center. (25%) 9.1.4 Proposer's ability, capacity, skill and financial strength to provide service and begin full operations no later than July 1, 2005. Proposer must be able to obtain all necessary permits and licenses required by all governmental entities and must furnish proof of ability to obtain adequate liability insurance acceptable to the City of Fort Worth. (25%) 9.2 To provide information with regard to these minimum qualifications, Proposer must submit the following to the Director of Public Events or his designee by no later than seven (7)working days from the request date. 9.2.1 Evidence in the form of an affidavit: (a) Proposer has recent experience (within the immediate five-year period) in operating similar food and drink concessions in a major place of public assembly; such as a large multi- purpose/equestrian and/or convention facility similar to the Center, which has multi-purpose facilities including exhibition halls, arena with a capacity of at least five thousand (5,000) persons; theater; ballroom, and various-sized meeting rooms citing the number of years and the locations at which such operations are conducted; (b) Proposer has operated Concessions Services, alcoholic beverage and catering services (within the immediate five-year period) involving the purchase, preparation, and serving of food and drink to the public on a mass basis; and stating location of operation(s) and number of years operated; or (c) Proposer has an equivalent combination of experience requirements, giving full information thereof. 9.2.2 Proposer shall further certify that they have the ability to begin full operation no later than July 1, 2005. 9.2.3 Proposer must submit a current financial statement, which is not to be older than one (1) year after the close of the most recent accounting period. The statement must be prepared by a certified public accountant. In addition, Proposer must submit financial statements for each of three (3) years preceding the most current statement. 9.2.4 Literature, brochures, and other visual materials the Proposer deems useful in determining the operating experience and business reputation of the Proposer and its ability to begin operations is acceptable. Page 13 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services 9.3 The Review Committee, and/or the Director of Public Events may require additional information as deemed necessary to ascertain the qualifications of a Proposer. 9.4 The decision of the City as to the acceptable qualifications of Proposer shall be final. 9.5 Respondents, team members and its consultants are prohibited from communicating in any manner about this project with any of the members of the Fort Worth City Council during this process. Any communications between respondents, team members, its consultants and the Fort Worth City Council members may disqualify the respondent. 10 BOND REQUIREMENTS. The awarded Concessionaire shall provide the City of Fort Worth with a Concessionaire's Bond in the amount of $250.000.00 within 10 calendar days after notice of award, but 30 calendar days prior to the contract effective date. The Concessionaire's Bond shall be equal to the amount of the one-year minimum guarantee to be paid to the City of Fort Worth or an amount agreeable to both parties. The surety company must be authorized and licensed to do business in the State of Texas and otherwise acceptable to the City. Page 14 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services Attachment "A" BASIC INSURANCE REQUIREMENTS The Concessionaire shall procure and maintain at all times, in full force and effect, a policy or policies of insurance to provide the types and limits of coverage specified herein. 1. Commercial General Liability (CGL) Insurance Policy $1,000,000 each occurrence $2,000,000 aggregate limit 2. Automobile Liability Insurance Policy $1,000,000 each accident on a combined single limit basis or $250,000 Property Damage $500,000 Bodily Injury per person per occurrence A commercial business policy shall provide coverage on "Any Auto", defined as autos owned, hired and non-owned. 3. Workers' Compensation Insurance Policy Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease- per each employee $500,000 Disease- policy limit 4. Liquor Liability: The policies of insurance shall save the City harmless and provide for the defense of the City and protect the City and the Center premises for and against any and all damages, judgments, claims, liens, costs and expenses arising under Texas law or under any other present or future law, statute or ordinance of the City or other governmental authority having jurisdiction at the Center by reason of any storage, sale or use of alcoholic beverages on or from the premises and shall include the following: Bodily injury or property damage for which any insured may be held liable by reason of: a) Causing or contributing to the intoxication of any person; b) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or c) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. and shall be in the following limits: $1,000,000 Bodily injury, fatal or nonfatal, to any one person and to more than one person arising out of any one incident $1,000,000 Injury to means of support of any one person $1,000,000 Injury to property of any one person C.? CITY : E /'1Ful 117 Page 15 of 21 22 ,. ^ 77nnuu^^IIIQ' P .o Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services General Insurance Requirements: a. The City, its officials, employees, agents and officers shall be endorsed as an "Additional Insured" to all policies except Employers Liability coverage under the Operator's Workers Compensation policy. b. All policies shall be written on an occurrence basis. If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. c. All policies shall be written by an insurer, with an A- VIII or better rating by the most current version of the A. M. Best Key Rating Guide or with such other financially sound insurance carriers acceptable to the City. d. Deductibles shall be listed on the Certificate of Insurance and shall be on a "per occurrence" basis unless otherwise stipulated herein e. If coverage is underwritten on a claims-made basis, the retroactive date shall be coincident with or prior to the date of the License Agreement and the certificate of insurance shall state that the coverage is claims-made and the retroactive date. The insurance coverage shall be maintained for the duration of the License Agreement and for five (5) years following completion of the service provided under the License Agreement or for the warranty period, whichever is longer. An annual certificate of insurance submitted to the City shall evidence such insurance coverage f. Certificates of Insurance shall be delivered to the City of Fort Worth, 3401 W. Lancaster Avenue, Fort Worth, Texas 76107, evidencing all the required coverages, including endorsements. g. The deductible or self-insured retention (SIR) affecting required insurance coverage shall be acceptable to the Risk Manager and/or Public Events Department of the City of Fort Worth in regards to asset value and stockholders' equity. In lieu of traditional insurance, alternative coverage maintained through insurance pools or risk retention groups must also be approved. h. All policies shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. i. Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement specified herein. j. The City shall be entitled, upon request and without expense, to receive certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modifications of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of party or the underwriter on any such policies k. The City, at its sole discretion, reserves the right to review the insurance requirements and to make reasonable adjustments to insurance coverages and their limits when deemed necessary and prudent by the City based upon changes in statutory law, court decision or the claims history of the industry as well as of the contracting party to the City of Fort Worth. The City shall be required to provide prior notice of ninety (90) days I. Sixty (60) days notice of cancellation or non-renewal is required and shall contain the following language: "This insurance shall not be canceled, limited in scope or coverage, cancelled or non-renewed, until after thirty (60) days prior written notice has been given to the City of Fort Worth. A ten days notice shall be acceptable in the event of non-payment of premium. Page 16 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services Attachment "B" Current Equipment Inventory (9/19/2002) Quantity* Model#** Description 32 Snapdrape 21'x29", assorted color, table skirts 8 Marko 21'White Table Skirt 8 SNA.WTS White Table Skirts 32 Portable Merchandising stands 1 TRU.TSSU-72-18 Sandwich Unit 1 BEV.WTR72 Refrigerator Table w/Stainless Steel backsplash 6 BEV.5567000 Serving Station w/18 pans 2 TRU.T12 Refrigerator 3 MET1.C175CAN Heated Holding Cabinet 1 Salubre-6' Pizza and Bake Shop 1 Salubre Lincoln- Impringer Oven 1 36"X 24"warming tray 21 Mainstreet Illuminated Menu Boards 1 Antique Pop Corn Wagon 2 STA.GPWI4Y Popcorn Popper 11 Manitowoc 1200 & 1300 series ice machines w/bins 2 small walk-in refrigerator 2 large walk-in refrigerator 2 large walk-in freezer 25 BEV.DD58 3-Keg, 2-Tap, Beer Unit 10 BEVZ.BM23 1-Keg, 1-Tap, Beer Unit 6 HOB.HK3-2 15#, twin basket, Fryer 5 TOA.7130 Griddle 5 APW.HR/30 Roller Grill 8 BEV.UCR48 Under counter Refrigerator 5 STAR Popcorn Warmer 5 ALT.500-3D 3 Drawer Warmer 2 PANNE-1021 Microwave- 1000W 2 ADVZFLAG304X 30"x4' Stainless Steel Work Table w/galvanized bottom shelf 25 Samsung/Casio/Sharp Cash Register 15 MER.B2A 2-bulb, Heat Lamp 1 4-Well Food Warmer 2 DUKZ.EP303-208 3-Well Food Warmer 1 GAR.H289-72H 72" Griddle Top Range (2 ovens) 1 GAR.H289 72" 12-Open Burner Range(2 ovens) 1 GAR.H286-36TH 36" Griddle Top Range (1 oven) 2 MCO-GS-20A Double Deck, Convection Ovens 3 Garland Double rack, deep fryers 2 Wells Char-broilers 6 Garland Deck Ovens 2 MAS.C3L-208 3 HP Disposal w/splashguard &control panel Page 17 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services 1 Warewasher 2-Tray, Dishwasher w/booster heater 1 Alkota 2162 Power Washer w/50' hose 1 MET.SEC56K2 24"x60" security unit w/2 shelves&casters 3 Garland Gas Kettle burners 1 Blakslee Large mixer 16 assort Stainless Steel Shelving Units " Equipment may vary in age and working condition. `*Model numbers are provided to suggest type of equipment- make and model may vary. Page 18 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services Attachment "C" DEFINITIONS A. Accounting Period: Refers to a calendar month, which twelve calendar months occur each fiscal year, for a total of 365 days. B. "Agreement"-shall refer to the License Agreement executed between the Concessionaire and the City in accordance with these specifications and the Concessionaire's proposal submitted to the City, which will be incorporated into the License Agreement. C. Alcoholic Beverage: Includes wine, distilled spirits, and beer. D. Alcoholic Beverage Service: The sale or distribution of wine, distilled spirits or beer whether over-the-counter at fixed and mobile food and beverage areas or as part of Catered Services. E. Catered Services: Pre-arranged food and non-alcoholic beverage related functions for which a guarantee in number of meals or persons served has been made at an established price per person or per meal, provided to Licensees and their invitees pursuant to the terms and conditions of agreement(s) between the Licensee and City of Fort Worth/Will Rogers Memorial Center and/or Concessionaire. F. "Center" shall refer to the facility known as Will Rogers Memorial Center, including the facilities and acreage, located at 3401 W. Lancaster, Fort Worth, Texas, 76107. G. "City" shall refer to the City of Fort Worth, Texas. H. Concession Services: Over-the-counter cash and credit card sales conducted at fixed and mobile food and beverage areas at Will Rogers Memorial Center. Applies to all food and beverage services including Alcoholic Beverage Service and other items approved by the Director of the Public Events Department or his designee at concession stands, vending machines and at other areas designated by the Director or his designee, but may not include, employees assembly rooms or work areas. Also includes, but is not limited to, the operation of a cafeteria, non-exclusive catering services, and other food and beverage service operations as may reasonably be required by the Licensee, Director or his designee. I. "Concessionaire" shall refer to that party selected by the City to provide the services set forth herein. J. "Director or his Designee" shall refer to the Public Events Director of the City of Fort Worth, Texas or his authorized representative. Page 19 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services K. Food Service Area: Refers to any space whether it is permanent, temporary or portable within the Will Rogers Memorial Center where food and/or beverage is either produced or served. L. Gross Receipts: Refers to the total amount of money received or to be received by Proposer or by any agent, employee or subcontractor from all sales, whether for cash or credit, whether collected or uncollected, made as a result of the service rights granted under the Agreement; provided, however that any sales taxes and/or alcoholic beverage taxes imposed by local or federal law which are separately stated to and paid by a purchaser of any item sold by Proposer or anyone acting by or on behalf of Proposer from an authorized service or activity under this Agreement and directly payable to a taxing authority shall be excluded from the computation of "Gross Receipts". "Gross Receipts" shall include all monies paid or to be paid by a purchaser of any services provided by Proposer, including but not limited to rental equipment, labor, and coat check. The sale of any goods, food, beverage or other items that are returned by the purchaser and accepted by Proposer exclusive of any sales tax may be deducted from Gross Receipts. M. "Licensee" shall refer to any person or entity that may from time to time enter into any agreement for the use of the Will Rogers Memorial Center for a particular purpose. N. Non-Allowable Expenses: Expenses that are specifically not allowable expenses that cannot be charged against gross receipts. O. Proposal Documents: Shall apply to this RFP and other documents related to the proposal of the Proposer and the Agreement. P. "Proposer" shall refer to any qualified person or entity submitting a proposal to provide the services as defined by and in accordance with these specifications. Q. Request for Proposal (RFP): This document. R. Special Marketing Fund: Payment made to City by Concessionaire placed in a separate fund to be used for the purposes of improving concessions operations, purchase of improvements or equipment and for advertising, marketing and promotion of usage of facilities at Center. S. Vending: Food service vending from automatic machines. Page 20 of 21 Request for Proposal No. 04-0217 Exclusive Concession Services and Alcoholic Beverages Services Attachment "D" List of Equestrian & Livestock Shows (minimum 30% commission) Horse-O-Rama NCHA Super Stakes & Super Stakes Classic Mayfest Challenge Charity Horse Show Biggest Little Horse Show USTPA Cowtown Roundup Sorting & Penning Zone-O-Rama Horse Show The Texas Classic AHA Regional IX Championship Show APHA World Show NCHA Summer Cutting Spectacular AQHYA World Championship Show & Convention Stockyards Stampede Team Penning NTPC Regional Finals Southwest Peruvian Paso Horse Club USTPA Coors Challenge AMHA World Championship Show AAOBPPH National Show IALHA Championship Horse Show Margarita Classic & Premier Paint Sale ApHC World Championship Show NCHA Futurity Page 21 of 21 °�'- 9�'"` �jX' "r...�G A!^:'�Irx a�I ,� `��.T✓ sem...wt +w i� `.:. EXHIBIT "A" RESPONSE TO RFP FORT N loopop pp- -ter" "",', �� •� .P:r'``�;`�' ... CONCESSION 1 ' 1 1 BEVERAGE SERVICES FOR THE WILLROGERS, MEMORIAL REFERENCENo. 04-0217 TY 1 1 1 FORTWORTH CITY OF FORT WORTH Purchasing Division Request For Proposals (RFP) For Exclusive Concession Services and Alcoholic Beverage Services for the Will Rogers Memorial Center Reference RFP No. 04-0217 PROPOSAL SUBMISSION DEADLINE: THURSDAY, NOVEMBER 18, 2004, 1:30 P.M. CENTRAL STANDARD TIME NO LATE PROPOSALS WILL BE ACCEPTED Proposals Shall Be Delivered To: Name and Address of Company City of Fort Worth Purchasing Division Submitting Proposal: 1000 Throckmorton Street, Lower Level ARAMARK Sports and Entertainment Services Fort Worth, TX 76102 of Texas, Inc. Questions and Comments Should Be Directed to: 1101 Market Street Philadelphia, PA 19107 Glenda Birdow, Sr. Buyer Office No. 817-392-8354 Fax No. 817-392-8440 E-mail: Glenda.BirdowOfortworth4ov.org Contact Person: Gary Wattie Pre-Proposal Conference: Title: Vice President, Business Development Monday, October 11. 2004. 0 2:00 p.m. Will Rogers Memorial Center Phone: (215) 238-3495 South Texas Room 3401 West Lancaster Avenue Fax: (21 E) 409-7071 Fort Worth, Texas Printed Name:.Gary Wattie Signature: FORT WORTH -cable of Contents 8.1 MANAGEMENT SUMMARY 8.2 BUSINESS PLAN 8.3 INCOME TO THE CITY OF FORT WORTH 8.4 PROPOSED EQUIPMENT AND INFRASTRUCTURE 8.S CORPORATE EXPERIENCE AND CAPACITY 8.6 KEY PERSONNEL 8.7 ACCEPTANCE OF CONDITIONS L i 8. 1 Management Summary _ r T� r r- 1 ,.,*A"VIARK Y ARAMARK CORPORATION X"ARAMARK GARY W.WAT M VKE PRESIDENr,sysmss DEvEwpmENr SPORTS Arm ENIFRTAA*AE Tr SERVICES, November 18, 2004 Ms. Glenda Birdow Sr. Buyer City of Fort Worth Purchasing Division 1000 Throckmorton Street Fort Worth, TX 76102 Re: RFP No.04-0217 Exclusive Concession Services and Alcoholic Beverage Services-Will Rogers Memorial Center Dear Ms Birdow: On behalf of ARAMARK Sports and Entertainment Services of Texas, Inc, thank you for the opportunity to submit a proposal to manage the concession and alcoholic beverage services ( for the Will Rogers Memorial Center. We are eager to expand our partner with the City of Fort Worth while exceeding the requirements for food and beverage services at the Will Rogers Memorial Center. ARAMARK delivers exceptional food and hospitality services that benefit our clients and delight our customers. We differentiate ourselves as best in class through operational excellence and innovation delivered by exceptional people. The scope of our operations include catering services, public food services, retail merchandise shops, restaurants, concession stands, and providing lodging tours for the National Park Service. We have a commitment to maintaining our position as the world's preeminent managed services company by continuing to innovate and to increase the professionalism of the field. Our function is to make life easier, more enjoyable and rewarding for our clients and customers than it might be without ARAMARK services. We strive to be first in services, financial performance, and quality of work life. ARAMARK TOWER 1101 MARKET STREET PHEADELYMA,PA 19107-2988 215 238 3495 FAX 215 409 7071 wattie-gary@aramark.com Page 2 In performing the services at the Will Rogers Memorial Center, our scope of services will include the following items. • Concession and alcoholic Beverage services in all public food locations within the scope of the agreement • Catering sales and food services on a nonexclusive basis • Food and beverage sales from portable locations • Secure the capital equipment and supplies as detailed in the proposal and RFP • Manage the repair and maintenance of all food service equipment required to satisfy the terms of the agreement • Secure and maintain a liquor license • Operate and maintain all designated alcoholic beverage sales locations • Maintain all insurances and bond requirements • Provide all reports as required by Will Rogers Memorial Center management Sincerely, ,;;WA16 7 Gary Wattie ISSUE DATE(MM/DD/Y� 111212004^vORD � � - - - - - - PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND Willis CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE 1835 Market Street, Suite 2700 POLICIES BELOW. Philadelphia, PA 19103 (215) 825-3670 COMPANIES AFFORDING COVERAGE COMPANY LETTER A ACE American Insurance Company COMPANY INSURED g� �{s r�te� LETTER B Indemnity Ins. Co. of North America ARAMAM CORO6RA ON ainment Services,Inc. ITS DIVISIONS&SUBSIDIARIES COMPANY LETTER C ARAMARK TOWER 1101 MARKET ST.,30TH FLOOR COMPANY LETTER D PHILADELPHIA, PA 19107 [ i COMPANY LETTER E i OVFiiS THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, I{ EXCLUSIONS AND CONDITIONS OR SUCH POLICIES,LIMITS MAY HAVE BEEN REDUCED BY PAID CLAIMS. co I POLICY 'POLICY EXPIRATION LTR TYPE OF INSURANCE I POLICY NUMBER i EFFECTIVE DATE DATE(MM/DD/YY) LIMITS GENERAL LIABILITY !BODILY INJURY OCC. S A X COMMERCIAL GL FORM HDOG21707570 10/1/2004 10/1/2005 jBODILY INJ AGG. S X PREMISES/OPERATIONS PROPERTY DAMAGE OCC. S X UNDERGROUND EXPLOSION a , COLLAPSE HAZARD 1PROPERTY DAMAGE AGG. S X PRODUCTS/COMPLETED OPER BI&PD COMBINED OCC. $ 1,000,000 X CONTRACTUAL ;BI&PD COMBINED AGG $ NONE X INDEPENDENT CONTRACTORS ;PERSONAL INJURY AGG. S PSS INJ ?DC I>�Erf}Ot14 ;.. s BROAD FORM PROPERTY DAMAGE .X PERSONAL INJURY INCLUDES LIQUOR LAW LIABILI ,VENDORS I- BILITY,FIRE LEGAL L 3 AUTOMOBILE LIABILITY BODILY INJURY A X ANY AUTO ISAH07842739 10/1/2004 10/1/2005 !(PerPerson) S ALL OWNED AUTOS(PRN PASS) BODILY INJURY ;(Per AeddeM) ALL OWNED AUTOS(OTHER THAN PRN) S X HIRED AUTOS iPROPERTY DAMAGE X NON-OWNED AUTOS S GARAGE LIABILITY !BODILY INJURY& iiPROPERTY DAMAGE FX SELF-INSURED FOR PHYSICAL DAMAGE [COMBINED s 1,000,000 EXCESS LIABILrTY ,EACH OCCURENCE S UMBRELLAFORM !AGGREGATE S OTHER THAN UMBRELLA FORM t B WORKERS'COMPENSATION WLRC4398293A(AOS) 10/1/2004 10/1/2005 IX I STATUTORY LIMITS B AND SCFC43990111 _:-:..........::.. .. .. ..:::: (1IVl) 10/1/2004 10/1/20051EAcHAccloENr S 1,000,000 A WLRC43990123(CA) 10/1/2004 10/1/2005 jDISEASE-POLICY LIMIT $ 1,000,000 EMPLOYERS LIABILITY !DISEASE-EACH EMPLOYEE S 1,000,000 OTHER DES C O TI NSlLOCATI S/V�HICLE ECA EMs HERE APP L SURED GE•• ����1"0.� 1,8oncesslonTennces anWs co�l0ti geverag;' ervlces: bf�Dv 'VMgfA-L°E13`f�'�.Opon awar o contract,City of Fort Worth will be included as Additional Insured to the extent Additional Insured is liable for losses arising out of ARAMARK's negligent acts or omissions as required by contract. Waiver of subrogation provided. GERTIFLCATE HOLDER CANo- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE This is a sample certificate indicating ARAMARK's EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO coverage. Requests to modify the certificate may MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE be accommodated in certain instances. It is necessary LEFT.BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR for the Corp.Risk Mgt.Dept to review the insurance LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES. provisions and indemnification requirements contained AUTHORIZED REPRESENTATIVE In the contract prior to granting any modifications or extensions that are considered appropriate. ACORD 25(7/90) 0 A ORD CORPORATION 1990 f Insurance From Continental Casualty Company CNA CNA Plaza A Stock Company Chicago,Illinois 60685 CONSENT OF SURETY TO: CITY OF FORT WORTH CONTINENTAL CASUALTY COMPANY duly qualified to transact business in the State of TEXAS,hereby agrees that if ARAMARK SPORTS AND ENTERTAINMENT SERVICES,INC. is the successful Bidder for EXCLUSIVE CONCESSION SERVICES AND ALCOHOLIC BEVERAGE SERVICES FOR THE WILL ROGERS MEMORIAL CENTER RFP NO. 04-0217 it as surety, will provide the Bidder with a bond in such sum as is required in the advertisement or in the specifications. Signed, sealed and dated this 18 TH day of NOVEMBER , 2004. CONTINENTAL CASUALTY COMPANY By �seph ltolok,Attorney in Fact F POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents,That Continental Casualty Company,an Illinois corporation,National Fire Insurance Company of Hartford,a Connecticut corporation,and American Casualty Company of Reading,Pennsylvania,a Pennsylvania corporation(herein called"the CNA Companies"), are duly organized and existing corporations having their principal offices in the City of Chicago,and State of Illinois,and that they do by virtue of the signatures and seals herein affixed hereby make,constitute and appoint William F Simkiss,Richard J Decker,Daniel P Dunigan,Joseph Kolok,Brian Block,Individually of Paoli,PA,their true and lawful Attomey(s)-in-Fact with full power and authority hereby conferred to sign,seal and execute for and on their behalf bonds,undertakings and other obligatory instruments of similar nature -In Unlimited Amounts- and to bind them thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of their corporations and all the acts of said Attorney,pursuant to the authority hereby given is hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By-Law and Resolutions,printed on the reverse hereof,duly adopted,as indicated,by the Boards of Directors of the corporations. In Witness Whereof,the CNA Companies have caused these presents to be signed by their Senior Vice President and their corporate seals to be hereto affixed on this 30th day of October,2003. ers �F Continental Casualty Company National Fire Insurance Company of Hartford c�fORA*e �,rGama4 American Casualty Company of Reading,Pennsylvania Z s AKY 11, Cu SEAL � reo7 � +raxrt� Michael t3engler S Vice President State of Illinois,County of Cook,ss: " On this 30th day of October,2003,before me personally came Michael Gengler to me known,who,being by me duly sworn,did depose and say. that he resides in the City of Chicago,State of Illinois,that he is a Senior Via President of Continental Casualty Company,an Illinois corporation, National Fire Insurance Company of Hartford,a Connecticut corporation,and American Casualty Company of Reading,Pennsylvania,a Pennsylvania corporation described in and which executed the above instrument;that he knows the seals of said corporations;that the seals affixed to the said instrument are such corporate seals;that they were so affixed pursuant to authority given by the Boards of Directors of said corporations and that he signed his name thereto pursuant to like authority,and acknowledges same to be the act and deed of said corporations. OFFICIAL SEAL EUZA PRICE M OrMll IIMUC,RAf E OF LLNOs /Yt7011ON OOtAltk MN7A/ My Commission Expires September 17,2006 Eliza Price Notary Public CERTIFICATE I,Mary A.Ribikawskis,Assistant Secretary of Continental Casualty Company,an Illinois corporation,National Fire Insurance Company of Hartford,a Connecticut corporation,and American Casualty Company of Reading,Pennsylvania,a Pennsylvania corporation do hereby certify that the Power of Attorney herein above set forth is still in fora,and further certify that the By-Law and Resolution of the Board of Directors of the corporations printed on the reverse hereof is still in fora. In testimony whereof I have hereturto subscribed my name and affixed the seal of the said corporations this 18TH dayof NQVF.MRF.R GAStI� Continental Casualty Company a" *1. " mtastdt, National Fire Insurance Company of Hartford American Casualty Company of Reading,Pennsylvania 11, oSEAL MrWE ` '�teal t+wrc Mary A. ik8 Assistant Secretary Form F6853-11/2001 1 NOTICE In accordance with the Terrorism Risk Insurance Act of 2002, we are providing this disclosure notice for bonds and certain insurance policies on which one or more of the Writing Companies identified below is the surety or insurer. To principals on bonds and insureds on certain insurance policies written by any one or more of the following companies (collectively the "Writing Companies") as surety or insurer: Western Surety Company, Universal Surety of America, Surety Bonding Company of America, Continental Casualty Company, National Fire Insurance Company of Hartford, American Casualty Company of Reading, PA, The Firemen's Insurance Company of Newark, NJ, and The Continental Insurance Company. DISCLOSURE OF PREMIUM The premium attributable to coverage for terrorist acts certified under the Act was Zero Dollars ($0.00). DISCLOSURE OF FEDERAL PARTICIPATION IN PAYMENT OF TERRORISM LOSSES i The United States will pay ninety percent (90%) of covered terrorism losses exceeding the applicable surety/insurer deductible. Form F7310 8.2 Business Plan +ep FORT WORTH 8.2.1 Contract Team If awarded the contract for concession and alcoholic beverage services at the Will Rogers Memorial Center,ARAMARK will utilize the management structure described on the following pages. Our organization structure will allow the flexibility to grow and expand as revenue increases as a result of the proven ARAMARK programs. The job descriptions of the key management employees are detailed in this section of our proposal.The general manager for the food service operation at the Will Rogers Memorial Center will report directly to David Sloma,the ARAMARK District Manager All of the resources identified on the organization chart below and described in his enclosed resum6 will be available to the team at the Will Rogers Memorial Center. David Sloma Overland Park Houston Fort Worth Arlington Ken Goldbach Glenn Dickerson Management Team Management Team General Manager General Manager Lance Hamilton Denise Bollinger General Manager General Manager Austin Kansas City South Commons Columbus Keith Hedrick Chuck Schuler Steve Broughton Tom Trierweiler General Manager General Manager General Manager General Manager i FORT WORTH 8.2. 1 Contract Team JOB DESCRIPTIONS GENERAL MANAGER LAREAS OF RESPONSIBILITY All ARAMARK operations are the responsibility of the general manager. II. RESPONSIBILITIES A.GOALS AND PLANS I. Goals and Plans—Directs and assists managers in establishing unit financial and operating goals,including qualitative standards for product and service and quantitative standards for production and workloads.Goals should reflect an understanding of client objectives and show management/exhibitor desires and needs in addition to ARAMARK's contractual obligations and policies for service and product quality. 2. Organization and Plans—Directs and assists managers in developing unit action plans that will guide both routine and special program activity toward established goals/standards,and provide the unit organizational structure and assignment of responsibility forecasts of best suited to execute the plans. B. DIRECTION AND CONTROL OF OPERATIONS I. Client Objectives and Show Management/Exhibitor Needs—Directs managers' activities toward meeting these objectives and needs within the framework established by ARAMARK objectives and policies. Develops in the managers/employees an understanding of needs and the attitudes that contribute to customer satisfaction.Is sensitive to customer reaction and solicits client evaluation of ARAMARK service; initiates prompt corrective action to overcome real or perceived dissatisfaction. 2. Operating Quality Standards—Inspects the operations regularly for compliance with standards and plans and for use of good operating practices that ensure continuing quality of service and product 3. Policies, Procedures,and Regulations—Enforces compliance with all ARAMARK policies and procedures,client policies and procedures,local ground rules,and federal,state, and local regulations,obtaining clarification as needed. Recognizes situations where exceptions should be made to policies and procedures and approves or recommends such exceptions. 4. Motivation,Development,and Direction of Employees—Places in all unit management positions employees who have the abilities and attitudes required by the job,and has suitable replacements available for key positions. Develops a workforce that meets the standards of ARAMARK and the client. W'"'AC 8 FORT WORTH 8.2.1 Contract Team 5. Capital Assets—Ensures the safeguarding and proper utilization of the capital assets of ARAMARK and client and the maintenance of equipment and facilities to establish standards of condition and appearance. 6. Internal and External Relations—Establishes and maintains personal relationships with clients,suppliers,and the general public that will reflect favorably upon himself/herself and ARAMARK, enhance his/her professional and personal stature,and contribute to his/her effectiveness as a manager. 7. Achievement of established forecasts,profit improvement goals of cash operations, and cost reduction programs;analyzes results regularly in order to control and adjust operations to meet financial forecasts.Reduces costs by having necessary work performed in most efficient manner possible.Is mindful of total corporate costs and assists others in their efforts to minimize costs to meet financial goals. i • 9 FORT WORTH 8.2. 1 Contract Team OPERATIONS MANAGER JOB DESCRIPTION The operations manager is responsible for supervising and coordinating the special functions department,including both personnel and related information,in accordance with ARAMARK and the Will Rogers Memorial Center's operating guidelines.His/Her specific responsibilities and duties include the following. RESPONSIBILITIES AND DUTIES • Directs operating staff in daily routine to ensure that all departmental activities are performed with the highest level of customer service possible • Works with the facility event coordinators,meeting planners,and sales managers in planning the special event function setups and coverage • Works in alliance with the human resources managers to recruit,hire,train,and motivate the staff • Communicates with internal departments and attends meetings as appropriate • Assists with implementation and monitoring of ARAMARK Continuous Quality Improvement process • Supervises the directives of ARAMARK's service and sanitation standards for all departments • ,,JV10 FORT WORTH 8.2. 1 Contract Team CHEF LAREAS OF RESPONSIBILITY A. All food production areas B. Safety and sanitation of food handling practices,equipment,and areas II. RESPONSIBILITIES AND DUTIES A.GOALS AND PLANS I. Goals and Forecast—Assists the general manager in establishing unit financial and operating goals,including qualitative standards for product and quantitative standards for production and workloads.Goals must reflect an understanding of client objectives,ARAMARK's contractual obligations,and ARAMARK's policies for service and product quality. 2. Organization and Plans—With assistance and directions from the general manager and assistant general manager: a. Prepares and keeps up to date all assignments received from the director of sales for the catering menu and reference file materials b. Has written statement of any unit goals,plans,programs,and special projects assigned by general manager and records and reports progress B. DIRECTION AND CONTROL OF OPERATIONS I. Client Objectives and Customer Needs—Directs all assigned unit activities toward meeting these objectives and needs within the framework established by ARAMARK objectives and policies. Is sensitive to client and customer reaction and initiates prompt corrective action to overcome real or possible dissatisfaction. • 11 FORT NORTH 8.2. 1 Contract Team 2. Operating Quality Standards—Directs day-to-day operations of assigned areas to assure continuing quality of service and products. Inspects operations daily for compliance with standards and for use of good operating practices;corrects deficiencies and eliminates their causes. Requests assistance when needed and utilizes available staff resources.Enforces governmental,client,and ARAMARK sanitation requirements and practices; regularly inspects areas of responsibility for compliance. This also includes areas not assigned but used by employees under his/her direction. 3. Policies,Procedures,and Regulations—Enforces compliance with ARAMARK policies and procedures,client policies and procedures,local ground rules,and federal,state, and local regulations;obtains clarification as needed. Recognizes situations where exceptions should be made to policies and procedures and recommends such exceptions. 4. Motivation,Development,and Direction of Employees—Recommends to the general manager for promotion employees who have the abilities and attitudes required by the job. Recommends suitable replacements for key positions.Appraises the performance of each employee who reports to him/her and advises on how they are doing and where improvements are necessary. Encourages employees to develop to their full potential. 5. Capital Assets—Enforces measures to safeguard and properly utilize the capital assets of client and ARAMARK in the kitchen and production areas. 6. Internal and External Relations—As established,maintains proper relationships with client staff that will reflect favorably upon him/her and ARAMARK. 7. Achievement of established forecasts,cost reduction programs,and profit improvement goals of cash operations;meets financial forecast as assigned by the general manager and analyzes regularly in order to control and adjust operations. Assists in increasing sales in cash operations by improving merchandising,service,and product. 12 FORT WORTH 8.2. 1 Contract Team 111.PERSONAL ATTRIBUTES A. PROFESSIONAL KNOWLEDGE AND SKILLS Makes effective use of the professional knowledge and skills,both technical and managerial,that are required in the position.Takes advantage of all opportunities to improve such knowledge and skills and keeps abreast of developments in the industry and in the management profession. B. PERSONAL IMAGE Maintains standards of personal appearance,speech,manner,conduct,and physical well-being that enhance his/her personal image and do credit to ARAMARK.Strives to improve personal characteristics that affect his/her ability to meet the responsibilities of management and the requisites of human relations. C. MINIMUM QUALIFICATIONS AND EXPERIENCE • At least five years of progressively more responsible experience at the executive chef level,preferably with high-volume banquet experience,as well as a high-end restaurant background.Hotel experience a plus • Experience managing a staff of professional and nonprofessional employees • Experience dealing with customers and clients,including presentation skills • Ability to develop recipes and menus • Familiarity with,or certification in, HACCP and ServSafe • Experienced in managing the purchasing,stewarding,and expediting functions • Spanish language skills a plus • Experience in recruiting and training qualified staff • Ability to develop,produce,and present culinary tastings for customers and clients IV. INDIVIDUAL RESPONSIBILITIES A.ALL ASSIGNED FOOD SERVICE AREAS B. IN THE ABSENCE OF THE RESPONSIBLE MANAGER,TAKES ACTION AS REQUIRED OR REQUESTED BYTHE CLIENT 13 FORT WORTH 8.2. 1 Contract Team V.ORGANIZATION RELATIONSHIPS A. REPORTS TO THE GENERAL MANAGER B. REQUESTS STAFF ASSISTANCE FOR PERSONNEL TRAINING, FINANCIAL G.UIDANCE,AND ADMINISTRATIVE SERVICES FROM THE GENERAL MANAGER OR FROM THE UNIT CONTROLLER AS APPROPRIATE VI.GENERAL REQUIREMENTS A.THE CHEF ISTHE MANUFACTURING ARM OFTHE UNIT;TOTHIS END, THE EXECUTIVE CHEF'S ACCOUNTABILITY WILL INCLUDE: I. Menu planning 2. Quantitative planning 3. Procurement and maintenance of raw materials 4. Security of materials—receiving,storage,and issue S. Manufacturing—assembly and service of all foods 6. Personnel, productivity,and maintenance of records B. BENCHMARKS OF SATISFACTORY PERFORMANCE Shows evidence of becoming involved by directing all people in the manufacturing areas.Continuity of tangible evidence that his/her planning,control,and execution are reflected in the financial results of the operation and client/customer satisfaction. 14