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HomeMy WebLinkAboutCompass Group USA, Inc. - Canteen Vending Division - 2012-06-04Council/Agency Meeting Held: Deferred/Continued to: (�. App ov d onditio al Ap r ved ❑Denied tity erV4 Sign t e Council Meeting Date: June 4, 2012 Department ID Number: ED 12-016 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Bob Hall, Deputy City Manager/Economic Development Director PREPARED BY: Fred A. Wilson, City Manager SUBJECT: Approve and authorize execution of a License Agreement between the City of Huntington Beach and Compass Group USA, Inc./Canteen Vending Division Statement of Issue: Staff solicited proposals to install, maintain, and operate beverage and snack vending machines in specific public locations and city facilities within the City of Huntington Beach. The City Council is requested to approve a License Agreement between the City of Huntington Beach and Compass Group USA, Inc./Canteen Vending Division to provide such service. Financial Impact: All costs associated with the installation, maintenance, and operation of vending machines will be fully funded by Compass Group USA, Inc/ Canteen Vending Division ("Canteen") at no cost to the City. Canteen will pay quarterly commissions to the city, ranging from 10%-40% of the gross sales proceeds from the sale of beverage and snack items purchased from all Canteen -operated vending machines for a period of five years, with an option to continue for an additional five years. Canteen will provide to the city a $50,000 advance against first year commission payments. The city pays a 15% commission of all revenues from this program to Active Network, the city's municipal marketing consultant, as compensation for their efforts to secure this program, and as approved by the City Council on March 7, 2011. Revenues are anticipated by Canteen to be approximately $90,000 each year of this program. Recommended Action: Motion to: A) Approve and authorize the Mayor and City Clerk to execute the "License Agreement Between the City of Huntington Beach and Compass Group USA, Inc., by and Through Its Canteen Vending Division" for installation and operation of beverage and snack vending machines at various community facilities and other approved public locations; and, B) Authorize the City Manger to execute all documents in furtherance of this Agreement. Alternative Action(s): Do not approve the License Agreement and provide further direction to staff. Item 8. - 1 xB -102- REQUEST FOR_CO,UNCIL-. ACTION MEETING DATE: 6/4/2012 DEPARTMENT ID NUMBER: ED 12-16 Analysis: In March 2011, "the City Council approved an Agreement with Active Network ("Active") to assist Huntington Beach in locating sponsorship opportunities for various City facilities and programs to generate additional general fund revenue. Implementation of a public recycling program, which is expected to generate revenue from advertising sales, was approved in November 2011. A further source of ongoing revenue potential is the installation and operation of beverage and snack vending machines at various City facilities and in public locations. Working with Active, a Request for Proposals was released on September 23, 2011, seeking firms interested in operating, maintaining and installing vending machines in exchange for sharing revenue with the City. The RFP was directly provided to 13 firms and was publicly available online on the city's Planet Bids page for a period of six weeks. An optional site visit was held on October 5, 2011, at which five individuals from three companies attended. The only proposal received was from Compass Group USA, Inc.,/ Canteen Vending Division ("Canteen"). Staff and Active Network have reviewed the proposal, and it is recommended that the City approve a license agreement with Canteen to implement and operate this program. Canteen will provide an advance of $50,000 to the city against first -year commission payments, which will otherwise be provided quarterly throughout the term of the agreement. The proposed term is for a period of five (5) years with an option to extend the agreement for an additional five (5) years. Canteen estimates annual revenue to the City from this program to be $90,000. The City will pay to Active Network a commission of 15% from all revenues received as compensation for their efforts to secure this program. This also applies to extensions of term to the original agreement. Canteen will be responsible for all aspects of the program, including installation and maintenance of machines, ordering and supplying products, proper recording and reporting of sales, providing necessary refunds and commission statements and payments to the city. Their product distribution center is located in Garden Grove, thereby ensuring timely replacement of products and availability of service personnel. The vending machines proposed for this program utilize technology that improves vending reliability to eliminate mis- vends, thus reducing service calls and providing better service overall to users. A summary of the terms of the agreement are as follows: - Canteen will pay to the City a sales commission of 10% on snacks and 15% on beverages for items sold within any machines that may be installed now or in the future under the proposed agreement at the Huntington Beach Civic Center, the Corporate Yard, Water Operations, Garfield Operations, Parks/Trees/Landscape Headquarters; Marine Safety Headquarters; and Lake Park. - Canteen will pay a sales commission of 20% on snacks and 40% on beverages for items sold within any machines that may be installed now or in the future under the proposed agreement at the Pier; Pier Plaza; Beach Public Services Center; Facilities/Enclosures along the beach; Sports Complex; Murdy/Edison Community Centers; City Gym; Equestrian Center; and Meadowlark Golf Course. xB -103- Item 8. - 2 REQUEST FOR COUNCIL ACTION MEETING DATE: 6/4/2012 DEPARTMENT ID NUMBER: ED 12-16 - Any vending machines installed by Canteen's subcontractor, Vendsight, comprised of Ad Media Enclosures or "Vendface" locations shall be paid to the City as 30% of the net advertising revenue generated by such enclosures. - Prices of items will be set by Canteen, who shall consult with the City. Canteen agrees that any machines installed near existing concessions will be sold at a higher price than that of similar items generally being sold by the concession so as to encourage use of concessions during operating hours and still provide options when concessions are closed. - Along with quarterly commission payments to the City, Canteen will provide a detailed quarterly sales report confirming the gross sales from each machine. - Each snack machine will be stocked by Canteen with 30% "healthy," non -candy items which meet specific nutritional standards, including less fat, calories and sodium. - Canteen will install machines equipped with technology to minimize misvends, and issue credits when needed. A 24-hour telephone number will be posted on each machine in the event a consumer needs to reach Canteen to request additional assistance. - Maintenance service calls may be made around the clock and Canteen's standards are to respond to maintenance calls in two (2) hours or less during normal business hours and within 24-48 hours during other times. Canteen will provide a preventative maintenance program and maintain a repair completion program that includes follow-up communication to the city when repairs are completed. Canteen will provide ongoing service immediately upon installation and will, in consultation with the City, establish a mutually agreed -upon service schedule. In the event a machine becomes inoperable, including coin intake or in cases of extreme physical damage, the machine shall be removed and replaced as soon as possible. - Vending machine graphics will be provided in advance to the city for approval and must comply with the Huntington Beach Municipal Code, and, where applicable, with the regulations of the California Coastal Commission. For certain machines, the City will be afforded the opportunity to utilize unsold advertising space and provide graphics to promote community events or other appropriate information. Vending machine locations will be determined at the discretion of the Economic Development Director and Community Services Director. Initial locations are attached as Exhibit A to the agreement. The agreement will be administered by the Economic Development Department with the assistance of the Facilities, Development and Concessions Manager, with additional monitoring provided by supervisory staff at the various facilities. Environmental Status: N/A Item 8. - 3 xB -104- REQUEST FOR COUNCIL ACTION MEETING DATE: 6/4/2012 DEPARTMENT ID NUMBER: ED 12-16 Strategic Plan Goal: Improve Long -Term Financial Stability Attachment(s): HB -105- Item 8. - 4 LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND COMPASS GROUP USA, INC., BY AND THROUGH ITS CANTEEN VENDING DIVISION This License Agreement is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California ("CITY") and Compass Group USA, Inc., by and through its Canteen Vending Services Division, a Delaware corporation ("LICENSEE") WHEREAS, CITY is the owner and/or operator of certain Community Services Facilities located in the City of Huntington Beach (hereafter referred to collectively as "the Property"); and LICENSEE desires to install, maintain and operate a number of vending machines (hereinafter referred to as "Vending Machines") on the Property for a fee to users under the terms contained in this License Agreement; and CITY desires to grant LICENSEE a license (hereafter referred to as "the License") to install, maintain and operate the Vending Machines on specific locations within the Property areas as determined at the sole discretion of the Community Services Director in the manner set forth in this License Agreement; and CITY and LICENSEE wish to enter into this License Agreement defining their respective rights and responsibilities concerning said License. NOW, THEREFORE, in consideration of the promises and Agreements hereinafter made and exchanged, the CITY and LICENSEE covenant and agree as follows: SECTION 1. SCOPE OF LICENSE, STATEMENT OF WORK; ACCEPTANCE OF RISK LICENSEE may enter upon the Property for the purpose of installing, operating and maintaining the Vending Machines as set forth in Exhibit A attached hereto and incorporated herein by reference. Prior to installation, CITY and LICENSEE shall meet to determine a work schedule and specific locations for the Vending Machines. CITY may at its sole discretion set forth 11-2806.002/77361-4 1 the date of installation as well as the number and location of Vending Machines. However, the installation date shall be no later than June 15th, 2012 unless mutually agreed by the Parties in writing. LICENSEE shall furnish, at its own expense, all labor, plans, tools, equipment, supplies, transportation, utility infrastructure if unavailable (but not monthly service charges for electricity or water) Vending Machines, and all other services or items reasonably necessary to complete and construct/install the Vending Machines in a good and workmanlike manner. LICENSEE will provide constant service until LICENSEE and CITY establish a mutually agreed upon service schedule. In the event one of the Vending Machines becomes inoperable, including coin intake, as determined by CITY or LICENSEE, the machine shall be immediately repaired or replaced. LICENSEE agrees to assume the risk of all loss or damage arising out of the nature of the scope of this License, during its progress or prior to acceptance, from the action of the elements, from any unforeseen difficulties which may arise or be encountered in the prosecution of work, and for all other risks of any description connection with the work, including, but not limited to, all expenses incurred by or in consequence of the suspension or discontinuance of work, except such as are herein expressly stipulated to be borne by CITY, and for well and faithfully completing the work within the stipulated time and in the manner shown and described in this Agreement, and in accordance with the requirements of CITY under them for the compensation set forth in the accepted proposal for vending machine services from LICENSEE to CITY ("Proposal"). LICENSEE acknowledges that it is fully familiar with all the terms, conditions and obligations of this Agreement, the locations of the Property, and the conditions under which the work is to be performed, and that it enters into this Agreement based upon its investigation of all such matters and is relying in no way upon any opinions or representations of CITY. 11-2806.002/77361-4 2 It is agreed that the terms of the Proposal and Specifications of the Vending Machines as well as any construction documents if any are incorporated into this Agreement by this reference, with the same force and effect as if the same were set forth at length herein, and that LICENSEE and its subcontractors, if any, shall be bound by said documents insofar as they relate in part or in any way, directly or indirectly, to the work covered by this Agreement. Should there be any conflict between the terms of this License, the Proposal, or any construction documents, then this License shall control and nothing herein shall be considered as an acceptance of the terms of said proposal which is in conflict herewith. SECTION 2. TERM This License shall commence upon the date of its approval by the City Council of CITY and shall terminate five years from said date unless extended, or sooner terminated, as provided for herein. This License may be extended for two (2) additional five (5) year periods with the approval of the LICENSEE and CITY's Director of Economic Development. This Agreement may be terminated by either party upon sixty (60) days prior written notice to the other party. SECTION 3. LICENSE FEE In consideration of this license, LICENSEE agrees to pay on a quarterly basis, from the gross sales of all products in all LICENSEE's vending machines, commissions to the CITY as detailed below: 10% on Snack Items / 15% on Beverages: Public Works/Corporate Yard; Parks, Trees and Landscape Maintenance Headquarters; Water Operations/Garfield; Lifeguard Headquarters; Huntington Beach Civic Center; Lake Park 20% on Snack Items / 40% on Beverages: Pier; Pier Plaza; Beach Public Services Center; Facilities/Enclosures along the beach; Sports Complex; Murdy Park; Edison Park; City Gym; Equestrian Center; Meadowlark Golf 11-2806.002/77361-4 3 Within thirty (30) days following approval of this Agreement by CITY, LICENSEE will pay the CITY a commission advance of $50,000.00 for year one of sales. LICENSEE shall pay the commissions for the previous quarter's gross sales on or before the 151h day of each month during the term of this License Agreement to the CITY at the City Treasurer's Office, P.O. Box 711, Huntington Beach, CA 92648, or at such other place or places as CITY may from time -to -time designate by written notice delivered to LICENSEE in the manner set forth in the Notice Section of this License Agreement. LICENSEE shall, at the same time, also provide to CITY's Director of Economic Development or his/her designee a commission statement setting forth the gross sales from each machine and commission payable to City. "Gross sales" shall mean adjusted metered gross receipts, which are computed receipts based on cash sales meter readings that shall be removed from each Vending Machine at time of service, less refunds, taxes, California Redemtion Value, container deposits, test vends and burglaries. Pricing of items shall be at the discretion of LICENSEE, who will consult with the CITY. LICENSEE agrees that machines installed next to existing concessions will be priced at a higher rate to encourage use of the concessions during operating hours. Any machines installed by LICENSEE's subcontractor, Vendsight, comprised of "Ad Media Enclosures" or "VendFace" locations, shall be paid to the CITY as 30% of the net revenue generated by such enclosures. Thirty (30) days after the end of the first Agreement year, LICENSEE shall perform a reconciliation to determine the actual commissions earned by multiplying the Gross Sales by the foregoing commission rate percentage and comparing them to the Advanced Commission paid. In the event that the actual commissions earned in the first Agreement year are greater than the Advanced Commission paid, LICENSEE shall pay CITY such difference within thirty (30) days after such reconciliation. In the event that the actual commissions earned in the first Agreement year 11-2806.002/77361-4 4 are less than the Advanced Commission paid, LICENSEE shall retain commissions earned until the Advanced Commission amount is achieved. In the event that this Agreement is terminated by either party without cause, CITY shall be liable for and promises to pay to LICENSEE within sixty (60) days of the termination notice date, the unearned portion of the Advanced Commission. SECTION 4. LATE CHARGE AND PENALTY If the License Fee is not received by the City Treasurer by the fifteenth day of each month during the term of this License Agreement, or the next business day if the fifteenth day falls on a weekend or holiday, LICENSEE shall pay the following late charge and penalty: one and a half percent (1.5%) penalty per month shall be added for each month the License Fee is due but unpaid. SECTION 5. BOOKS AND RECORDS LICENSEE shall keep true and accurate books and records showing all of its business transactions in separate records of account of the fee for Vending Machines use in a manner acceptable to CITY, and CITY and/or its designated representatives shall have the right, at all reasonable times, to inspect such books and records including, without limitation, State of California sales or use tax returns or other State return records, and LICENSEE hereby agrees that all such records and instruments shall promptly be delivered and made available to CITY and/or its designated representatives within thirty (30) days of receiving written request therefor. LICENSEE shall furnish to CITY and/or its designated representatives copies of its quarterly California sales and use tax returns related to this License at the time each is filed with the State of California. The books and records shall show the total amount of Gross Sales made each calendar month in, on, or from the Property. LICENSEE agrees to maintain at its central offices all records, books of account and cash register tapes, showing, or in any way pertaining to the Gross Sales made in, on, or from the Property during such calendar month, including, without limitation, State of 11-2806.002/77361-4 5 California sales or use tax returns or other State tax returns, for a period of five (5) years following the close of each calendar month. SECTION 6. RESERVATIONS ENCUMBRANCES AND RIGHTS -OF -WAY A. CITY expressly reserves the right to convey or encumber the Property, in whole or in part, for any purpose not inconsistent or incompatible with the rights or privileges of LICENSEE under this License Agreement. In addition, LICENSEE agrees to subordinate this LICENSE to any existing or future CITY financing regarding the Property or any portion thereof. LICENSEE also agrees to reasonably cooperate and provide any documentation related to the services provided hereunder necessary for CITY to obtain any such financing. B. This License is subject to pre-existing contracts, licenses, easements, encumbrances and claims affecting the Property, if any, and it is made without warranty by CITY of title, condition or fitness of the land for the stated or intended use. SECTION 7. TIME OF ESSENCE Time shall be of the essence of this License Agreement and each and all of its terms, covenants or conditions in which performance is a factor. SECTION 8. TERMINATION This License Agreement may by terminated by either party with or without cause upon sixty (60) days written notice delivered to the other party to this License Agreement in the manner set forth in the Notice Section of this License Agreement. SECTION 9. MAINTENANCE LICENSEE agrees to care for and maintain the Vending Machines and other equipment installed and/operated pursuant to this License, at LICENSEE's sole cost and expense, during the entire term of this License Agreement or any extension thereof, in good and satisfactory condition as acceptable to the CITY. Care for and maintenance includes but is not limited to removal of 1 I-2806.002/77361-4 6 graffiti. In the event LICENSEE does not maintain the Vending Machines in a satisfactory manner, CITY may notify LICENSEE that CITY intends to perform such maintenance on LICENSEE's behalf. If LICENSEE fails to perform the maintenance specified in CITY's notice within fifteen (15) days from the date of CITY's notice, LICENSEE authorizes CITY to perform such maintenance on LICENSEE's behalf. All costs incurred performing said maintenance shall be assessed to and billed directly to the LICENSEE. LICENSEE agrees to pay such costs within ten (10) days of billing. SECTION 10. CONTROL OF EQUIPMENT LICENSEE shall keep any equipment used or brought onto the Property for the purposes of operating or maintaining the Vending Machines under its absolute and complete control at all times and said equipment shall be used on the Property at the sole risk of LICENSEE. SECTION 11. REMOVAL OF THE VENDING MACHINES UPON TERMINATION Upon termination of this License Agreement, LICENSEE will remove the Vending Machines placed on the Property and restore the Property to its pre -Agreement condition to the reasonable satisfaction of, and at no cost to, the CITY within 60 days. SECTION 12. ADDITIONS, ALTERATIONS AND REMOVAL A. No modifications, alterations or additions to the Property or Vending Machines, including, without limitation, landscape design, construction of additional structures or changes to the structural design of the Property or Vending Machines, shall be constructed or made by LICENSEE without first obtaining the prior written approval of CITY, which may be withheld by CITY in its sole and complete discretion. B. Except as provided under this License Agreement, no alteration or removal of the Vending Machines or Property or natural features of the Property shall be undertaken without LICENSEE first obtaining the prior written approval of CITY. 11-2806.002/77361-4 C. LICENSEE's obligation to obtain CITY's prior written approval is separate and independent of LICENSEE's obligation to obtain any permits from CITY, including without limitation, building permits. SECTION 13. CITY'S CONTRACT ADMINISTRATOR CITY's Director of Economic Development, or his/her designee, shall be CITY's Contract Administrator for this License Agreement with the authority to act on behalf of CITY for the purposes of this License Agreement, and all CITY approvals and notices required to be given herein to CITY shall be so directed and addressed. SECTION 14. INDEMNIFICATION. DEFENSE AND HOLD HARMLESS LICENSEE hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation (including arbitration) of every nature or liability of any kind or nature) arising directly or indirectly out of the grant of the License under this License Agreement including that arising from the passive concurrent negligence of CITY, but save and except those which arise out of the negligence or willful misconduct of CITY. LICENSEE will conduct all defense at its sole cost and CITY shall approve selection of LICENSEE's counsel, which approval shall not be unreasonably withheld. The CITY shall be reimbursed by LICENSEE for all costs and attorney's fees incurred by CITY in enforcing the obligations set forth in this Section. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation or expansion upon the amount of indemnification to be provided by LICENSEE. 11-2806.002/77361-4 8 SECTION 15. WORKERS' COMPENSATION INSURANCE. Pursuant to the California Labor Code Section 1861, LICENSEE acknowledges awareness of Section 3700 et seq. of said code, which requires every employer to be insured against liability for workers' compensation; LICENSEE covenants that it will comply with all such laws and provisions prior operating the Facility on the Property pursuant to this license. LICENSEE shall maintain such Workers' Compensation Insurance in an amount of not less than One Hundred Thousand Dollars ($100,000) bodily injury by accident, each occurrence, One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit, at all times incident hereto, underwritten by insurance companies licensed to write policies for business conducted in the State of California. SECTION 16. GENERAL LIABILITY INSURANCE In addition to LICENSEE's covenant to defend, hold harmless and indemnify CITY, LICENSEE shall carry at all times, on all activities to be performed on the Property and/or the Facility as contemplated herein, general liability insurance, including coverage for bodily injury and property damage. All insurance shall be underwritten by insurance companies licensed to write policies for business conducted in the State of California. Said insurance shall name the CITY, its officers, agents and employees and all public agencies as determined by the CITY as Additional Insureds. LICENSEE shall subscribe for and maintain said insurance policies in full force and effect during the life of this License Agreement, in an amount of not less than One Million Dollars ($1,000,000) each occurrence coverage. If coverage is provided under a form which includes a designated general aggregate limit, such limit shall be not less than One Million Dollars ($1,000,000). In the event of aggregate coverage, LICENSEE shall immediately notify CITY of any known depletion of limits. Each party waives any rights of subrogation that it or any of its 11-2806.002/77361-4 9 insurers may have against the other party and their respective agents, employees, or insurers and agrees to provide endorsements evidencing the same. SECTION 17. CERTIFICATES OF INSURANCE; ADDITIONAL INSURED ENDORSEMENT LICENSEE shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this License Agreement; said certificates shall provide the name and policy number of each carrier and policy, and shall state that the policy is currently in force and shall promise to provide ten (10) days advance written notice of policy cancellation to CITY. LICENSEE shall maintain the foregoing insurance coverages in force until this License Agreement is terminated. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of CITY by LICENSEE under this License Agreement. CITY or its representative shall at all times have the right to request a copy of all said policies of insurance. LICENSEE shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. A separate copy of the additional insured endorsement to each of LICENSEE'S insurance policies, naming the CITY, its officers and employees as Additional Insureds shall be provided to the City Attorney for approval upon execution of this License Agreement by LICENSEE. SECTION 18. INSURANCE HAZARDS LICENSEE shall not commit or permit the commission of any acts on the Property or Vending Machines nor use or permit the use of the Property or Vending Machines in any manner that will increase the existing rates for, or cause the cancellation of any liability, property, or other insurance policy for the Property required by this License Agreement, it being understood that performance of vending services hereunder will not be deemed to increase rates for, or cause 1 l-2806.002/77361-4 10 cancellation of, such insurance policy. LICENSEE, at its sole cost and expense, comply with all requirements of its insurance carrier providing any insurance policy for this License and/or Vending Machines or required by this License Agreement. SECTION 19. RELEASE LICENSEE hereby releases and forever discharges CITY of and from any and all claims, demands, actions or causes of action whatsoever which LICENSEE may have, or may hereafter have, against the CITY specifically arising out of the matter of the entry of LICENSEE onto the Property or the operation of the Vending Machines. This is a complete and final release and shall be binding upon LICENSEE and the heirs, executors, administrators, successors and assigns of LICENSEE'S use of the Property and Vending Machines under this License Agreement. Neither the acceptance of this RELEASE nor any payment made hereunder shall constitute any admission of any liability of CITY. SECTION 20. WASTE LICENSEE shall not alter, damage or commit any kind of waste upon the Property or any improvement, equipment or personal property thereon and shall not interfere in any manner with the operations or activities of CITY. LICENSEE shall not cause any workmen's or materialmen's liens to be placed upon the Property and agrees to indemnify and hold CITY harmless against any such liens including but not limited to the payment of attorneys' fees. SECTION 21. RESERVED SECTION 22. PAYMENT OF OBLIGATIONS LICENSEE shall promptly pay, at its sole cost and expense, before they become delinquent, any and all bills, debts, liabilities and obligations incurred by LICENSEE in connection with LICENSEE's use of the Property and operation of the Vending Machines. Upon request, 11-2806.002/77361-4 11 LICENSEE shall promptly furnish to CITY reasonably satisfactory evidence establishing such payment. SECTION 23. SIGNS AND ADVERTISING CITY shall have the right to approve in its sole discretion and at any time require LICENSEE to change or remove signs, names, placards, decorations or advertising placed on, or inscribed, painted or affixed upon the Vending Machines. LICENSEE shall maintain any approved CITY sign, name, placard, decoration or advertising at all times during the entire term of this License Agreement or any renewals or extensions thereof. All signs, names, placards, decorations or advertising must comply with all requirements of any governmental authority with jurisdiction. CITY must pre -approve all advertising at its sole and absolute discretion. All advertising shall conform to the requirements of Huntington Beach Municipal Code 12.36. Any proposed advertising shall not: a) Display the words "STOP," "DRIVE-IN," 'DANGER," or any other word, phrase, symbol or character which may interfere with, mislead, confuse, or direct vehicular traffic; b) Comprise of rotating, revolving, or flashing lighting devices; c) Promote material which the CITY in its sole discretion determines is offensive to community standards of good taste; d) Promote companies whose business is substantially derived from the sale or manufacture of tobacco products or alcoholic beverages; sexually -oriented businesses; is in violation of any State and/or Federal law; any other industry, business or product which the city determines, in its sole discretion, is not in the best 11-2806.002/77361-4 12 interest of the CITY and/or not consistent with the goals of the Program Any exceptions to the foregoing must be approved by a majority of the City Council; e) Promote trash services provided by others than CITY's exclusive waste hauler; f) Contain "on -site business identification signs," "off -site business identification signs," or "political advertisements." For the purpose of this License Agreement, "on -site business identification signs" are defined as waste receptacle ad panels immediately adjacent to the business which is the subject of the receptacle advertisement. "Off -site identification signs" are defined as ad panels that give specific direction to an advertiser's place of business other than the site's address. Restrictions include, but are not limited to indications such as: directional arrows; "one block," "next right;" etc. The City Manager or his/her designee will make the final determination on unacceptable advertising. In the event that an advertisement is determined to be unacceptable, LICENSEE agrees to remove said advertising within twenty-four (24) hours of official notification. SECTION 24. ASSIGNMENT The parties acknowledge that CITY is entering into this License Agreement in reliance upon the experience and abilities of LICENSEE and its principals. Consequently, LICENSEE shall not voluntarily assign, encumber or otherwise transfer its interest in the License Agreement or allow any other person or entity (except LICENSEE's authorized representatives) to occupy or use all or any part of the Property or Vending Machines without the prior written consent of CITY, which consent may be withheld at CITY's sole discretion. Provided, however, that CITY's consent shall not relieve LICENSEE from any and all of its obligations, liabilities, duties or responsibilities under this License Agreement. Any assignment, encumbrance, occupation or use of the Property or Vending Machines without such consent shall be voidable and, at CITY's sole discretion, shall constitute a Default of this License Agreement. 11-2806.002/77361-4 13 SECTION 25. TERMS BINDING ON SUCCESSORS All the terms, covenants and conditions of this License Agreement shall inure to the benefit of, and be binding upon, the parties and their successors, including, without limitation, their assignees, users, or other transferees. The provisions of this Section shall not be deemed as a (1) waiver of any of the prohibitions and conditions against assignments, or uses, or other transfers hereinbefore set forth, or (2) CITY's consent thereto. SECTION 26. WAIVER OF CLAIMS LICENSEE hereby waives any claim against CITY, its officers, elected or appointed officials, employees, agents or volunteers for damage or loss caused by any suit or proceeding directly or indirectly attacking the validity of this License Agreement, or any part thereof, or caused by any judgment or award in any suit or proceeding declaring this License Agreement null, void or voidable, or delaying the License Agreement or any part thereof from being carried out. SECTION 27. DESTRUCTION Should the Vending Machines be partially destroyed, this License Agreement shall continue in full force and effect, and LICENSEE, at LICENSEE's sole cost and expense, shall complete the work of repairing and restoring the Vending Machines to their prior condition providing such work can be accomplished under all applicable governmental laws and regulations within one hundred eighty (180) days. Should the Vending Machines be so far destroyed that in CITY's reasonable judgment they cannot be repaired or restored to their former condition within one hundred eighty (180) days, CITY shall give LICENSEE notice of such determination in writing and each party may, in that party's sole discretion: (a) Continue this License Agreement in full force and effect in which case LICENSEE shall repair and restore, at LICENSEE's sole cost and expense, the Vending Machines to their Bonner condition; or 11-2806.002/77361-4 14 (b) Terminate this License Agreement by giving the other party thirty (30) days' written notice of its election to terminate the License Agreement. In the event LICENSEE elects to terminate the License Agreement, LICENSEE must still comply with all of its obligations, liabilities, duties and responsibilities under the License Agreement, including, without limitation, paying any License Fee up to the time of termination. SECTION 28. CITY'S OPTION TO CLOSE THE PROPERTY CITY may close the Property without liability and without advance notice to LICENSEE therefor at any time as CITY in its sole discretion deems necessary for the protection of life, limb or property, or for public health, safety or welfare purposes, or upon reasonable notice to effect any repair, remodeling or rebuilding deemed necessary by CITY in its sole discretion. The length of time of any closing of the Property by CITY longer than two (2) weeks during a period when the Facility would otherwise be operating shall extend the term of the License Agreement by the same amount of time. If this occurs, LICENSEE and CITY shall memorialize this extension in writing. SECTION 29. CONFLICT OF INTEREST LICENSEE warrants and covenants that no official or employee of CITY, nor any business entity in which an official or employee of CITY is interested, (1) has been employed or retained by LICENSEE to solicit or aid in the procuring of this License Agreement; or (2) shall be employed by LICENSEE in the performance of this License Agreement without the immediate written divulgence of such fact to CITY. In the event CITY determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of CITY, LICENSEE, upon request of CITY, shall terminate such employment immediately. For breaches or violation of this Section, CITY shall have the right both to terminate this License Agreement without liability and, in its discretion, recover the full amount of any such compensation paid to such official, employee or business entity. No official or 11-2806.002/77361-4 15 employee of CITY shall have any financial interest in this License Agreement in violation of the applicable provisions of the California Government Code. SECTION 30. NO TITLE INTEREST No title interest of any kind is hereby given and LICENSEE shall never assert any claim or title to the Property. SECTION 31. NOTICE All notices, certificates, or other communications required to be given hereunder shall be in writing and made in the following manner, and shall be sufficiently given and deemed received when (a) personally delivered; or (b) three (3) business days after being sent via United States certified mail — return receipt requested; or (c) one (1) business day after being sent by reputable overnight courier, in each case to the addresses specified below; provided that CITY and LICENSEE, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent: CITY: City of Huntington Beach Attn: Director of Economic Development 2000 Main Street Huntington Beach, CA 92648 LICENSEE: Compass Group USA, Inc., by and through its Canteen Vending Services Division Attn: Chris Hulick, Division President 5000 Hopyard Road, Suite 322 Pleasanton, CA 95488 With a copy to: Compass Group USA, Inc., by and through its Canteen Vending Services Division Attn: SVP & General Counsel 2400 Yorkmont Rd. Charlotte, NC 28217 SECTION 32. COMPLIANCE WITH LAWS LICENSEE, at its sole cost and expense, shall comply with all statutes, ordinances, regulations and requirements of all governmental entities, including, without limitation, Federal, 11-2806.002/77361-4 16 State, county or municipal, relating to LICENSEE's use of the Property and/or operation of the Vending Machines whether such statutes, ordinances, regulations and requirements be now in force or hereinafter enacted. This License Agreement is expressly subject to the laws, regulations and policies of CITY. LICENSEE shall deliver to CITY a copy of any notice from any governmental entity received by LICENSEE regarding any alleged violation of law regarding the License Agreement, the Property or the Vending Machines or from any person allegedly entitled to give notice under any conditions, covenants, or restrictions binding or affecting the Property or Facility. The judgment of any court of competent jurisdiction, or the admission by LICENSEE in a proceeding brought against LICENSEE by any government entity, that LICENSEE has violated any such statute, ordinance, regulation or requirement shall be conclusive as between CITY and LICENSEE and shall be grounds for termination of this License Agreement by CITY. SECTION 33, INTERPRETATION OF THIS LICENSE AGREEMENT The language of all parts of this License Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this License Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this License Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this License Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this 11-2806.002/77361-4 17 License Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. SECTION 34. SURVIVAL Terms and conditions of this License Agreement, which by their sense and context survive the expiration or termination of this License Agreement, shall so survive. SECTION 35. MODIFICATION No waiver or modification of any language in this License Agreement shall be valid unless in writing and duly executed by both parties. SECTION 36. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this License Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this License Agreement. SECTION 37. ATTORNEY'S FEES Except as expressly set herein, in the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this License Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non -prevailing party. SECTION 38. GOVERNING LAW This License Agreement shall be governed and construed in accordance with the laws of the State of California. 11-2806.002/77361-4 18 SECTION 39. DUPLICATE ORIGINAL The original of this License Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who signed it. SECTION 40. NO TITLE TO EQUIPMENT Except as may be otherwise provided in this Agreement, CITY has no right, title, or interest to Equipment or Products, and shall not assert or disturb rights, title, or interest to any equipment, products, inventory, or other property furnished or installed by LICENSEE on the Property, nor will CITY operate, remove, or tamper with such equipment, products, inventory, or other property. In the event that a piece of equipment is not generating an appropriate volume of net sales, Licensee may, at its sole discretion, remove such piece of equipment. SECTION 41. CITY'S MAINTENANCE OBLIGATION CITY will maintain and service the areas around the equipment in a sanitary manner in accordance with All federal, state, and local laws. CITY will provide LICENSEE'S employees the necessary access (and if required, necessary security access) and sufficient time to properly service and maintain the Equipment. SECTION 42. CITY'S INSURANCE OBLIGATION CITY shall obtain and maintain insurance for its Property against risks covered by standard forms of fire, theft, and extended coverage in such amounts under such policies as appropriate. CITY may self -insure to satisfy this obligation. SECTION 43. LICENSEE'S LOGOS AND SERVICE MARKS CITY acknowledges that the names, logos, service marks, trademarks, trade dress, trade names, and patents, whether or not registered, now or hereafter owned by or licensed to LICENSEE 11-2806.002/77361-4 19 or its affiliated and parent companies (collectively Marks) are proprietary Marks of LICENSEE, and CITY will not use the Marks for any purpose except as expressly permitted in writing by LICENSEE. Upon termination of this Agreement, CITY shall (a) immediately and permanently discontinue the use and display of any Marks, and make, or cause to be made, such changes to the premises as LICENSEE shall reasonably direct so as to effectively distinguish the premises from its former appearance (collectively De -Image); and (b) immediately remove and deliver to LICENSEE all goods bearing any Marks. If CITY shall fail to De -Image the premises within thirty (30) days of the termination date, then LICENSEE and its agents shall have the right to enter the premises and De -Image the premises, without prejudice to LICENSEE'S other rights and remedies. SECTION 44. INFORMATION TECHNOLOGY SYSTEMS In connection with the services being provided hereunder, LICENSEE may need to operate certain information technology systems ("Licensee Systems"), which the parties expressly agree will not interface with or connect to CITY' S networks or information technology systems ("City Systems"). LICENSEE shall be responsible for all Licensee Systems, and CITY shall be solely responsible for City Systems, including taking the necessary security and privacy protections as are reasonable under the circumstances. If LICENSEE serves as the merchant -of -record for any credit or debit card transactions in connection with any of the services provided hereunder, then LICENSEE will be responsible for complying with all applicable laws, regulations and payment card industry data security standards related to the protection of cardholder data ("Data Protection Rules"). If at any point the parties decide for Licensee Systems to interface with or connect to City Systems, then the parties will mutually agree on an amendment to this Section appropriately allocating responsibility for compliance with data protection laws, regulations, and standards. 11-2806.002/77361-4 20 SECTION 45. ENTIRETY The parties acknowledge and agree that they are entering into this License Agreement freely and voluntarily following extensive arm's length negotiations, and that each has had the opportunity to consult with legal counsel prior to executing this License Agreement. The parties also acknowledge and agree that no representations, inducements, promises, License Agreements or warranties, oral or otherwise, have been made by that party, or anyone acting on that party's behalf, which are not embodied in this License Agreement, and that that party has not executed this License Agreement in reliance on any representation, inducement, promise, License Agreement, warranty, fact or circumstance not expressly set forth in this License Agreement. This License Agreement, and the attached exhibits, contain the entire License Agreement between the parties respecting the subject matter of this License Agreement, the Property, Vending Machines, or the License created under this License Agreement and supersede all prior understandings and License Agreements, whether oral or in writing between the parties respecting the subject matter hereof. REST OF PAGE INTENTIONALLY LEFT BLANK 11-2806.002/77361-4 21 IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be r executed by and through their authorized officers on ® 20/:;� COMPASS GROUP USA, INC., by and CITY OF HUNTINGTON BEACH, a through its CANTEEN VENDING municipal corporation of the State of SERVICES DIVISION, a Delaware California corporation By: Mayor Chris Hulick - ivision President print name AV Z' ITS: (circle one) Chairman/President[Vice President Vy Clerk * h11/-` AND By. INITI TATA �D AVED: l Kristin Briotte - Assistant Secretary a�)-aT print name Director of Economic Development ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary - Treasurer PROVED AS TO FORM: 4 ty Attorney • i1 • l2 i, �IZc�IZ 11-2806.002177361-4 22 Certificate of Assistant Secretary THE UNDERSIGNED, KRISTIN E. BRIOTTE, the duly elected and acting Assistant Secretary of Compass Group USA, Inc., by and through its Canteen Vending Services Division a Delaware corporation (the "Corporation"), does hereby certify as follows: Chris Hulick, Division President of Compass Group USA, Inc., by and through its Canteen Vending Services Division is hereby authorized to execute the documents for City of Huntington Beach, a municipal corporation of the State of California on behalf of the Corporation. IN WITNESS WHEREOF, the undersigned has authorized the execution of this certificate this May 8, 2012. µ`�s� i 1 ti / 64, i 11 1 Kristin E. BriBette, Assistant Secretary =�� Product Category Proposed Price Snack Items (Food) $ 1.50 Chips $ 1.00 Small Healthy Snack Items (Food) $ 1.00 Large Healthy Snack Items (Food) $ 1.25 Pastry Items $ 2.00 Beverages $ 2.00 Gatorade & Energy Drinks $ 3.00 Snapple $ 3.00 Water $ 2.00 Beverages along Beach Facilities that will be close to existing concession stands will priced as follows: Sodas $ 2.50 Snapple $ 3.00 Gatorade $ 3.00 Energy Drink $ 3.00 Water $ 2.50 Commission Break Down Location Commission Break Down Snacks / Beverages Public Works 10% Snack & 15% Beverages Maintenance HQ Corporate Yard Lifeguard HQ Water Operations Garfield Operations HB Civic Center Lake Park Pier 20% Snack & 40% Beverages Pier Plaza Beach Public Service Facilities along beach Sports Complex Murdy Park Edison Park City Gym Equestrian Center Meadowlark Golf *Snack machines will automatically be stocked with 30% healthy items. Location Snack Placement Beverage Placement Location Type Garfield Operations 1 1 City Pepsi Equestrian Center 1 Service Center 2 Service Center Public Coke & Pepsi 1 1 Horseplay Area Public Coke & Pepsi Pier 2 Under Pier Public Coke & Pepsi 1 Tower Zero Public Snapple Pier Plaza 2 Pier Plaza (Existing Kiosk) Public Snapple & Pepsi Restroom #1 2 Public Pepsi/Gatorade & Snapple Restroom #2 2 Public Coke & Gatorade Restroom #3 2 Public Pepsi/Gatorade & Snapple Restroom #4 2 Public Coke & Gatorade Restroom #5 1 Public Snapple Restroom #6 2 Public Coke & Snapple Restroom #7 1 Public Snapple Location by LQ HQ 3 Public Coke & Gatorade & Snapple Sports Complex 2 North Concession Public Coke & Gatorade Batting Cages 1 2 Batting Cages Triple Enclosure Public Coke & Gatorade & Snack Murdy Park 1 Inside Gameroom 1 Inside Gameroom Public Gatorade/Pepsi & Snack Edison Park 1 Inside Gameroom 1 Inside Gameroom Public Gatorade/Pepsi & Snack City Gym 1 Inside Gameroom 1 Inside Gameroom Public Gatorade/Pepsi & Snack Lake Park 1 Outside Public Coke Tota 1 7 32 Coke 10 Gatorade 14 Snapple 9 Snack 7 ® �/ �+ CERTIFICATE ®F LIABILIT 1 INSU ANC Page 1 of 2/08/2012 CERTIFICATE FDATE (MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis of North Carolina, Inc. c/o 26 Century Blvd. P. O. sox 305191 PHONE FAX 877-945-7378 888-467-2378 E-MAILADDRESS certificates@WilliS.com Nashville, TN 37230-5191 INSURER(S)AFFORDINGCOVER AGE NAIC # INSURERA:National Union Fire Ins. Co. of Pittsburg 19445-001 INSURED Compass Group USA, Inc. 2400 Yorkmont Road INSURERS: New Hampshire Insurance Company 23841-001 INSURERC:ACE American Insurance Company 22667-001 National Union Fire Ins. Co. of Pittsburg9445-003 INSURER D: g Charlotte, NC 28217 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER_ 17515859 REVISION NUMBER: 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 CONTRACT OR 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, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE DD' SUB vrvri�POLICY NUMBER POLICY EFF POLICY EXP LIMITS A GENERAL LIABILITY Y 2449658 9/30/2011 9/30/2012 EACH OCCURRENCE $ 1 000 000 PRE MSES (EaEN $ 1,000,060 X COMMERCIAL GENERAL LIABILITY MED EXP (Any one person) $ CLAIMS -MADE OCCUR PERSONAL & ADV INJURY $ 1 OOO,OOO X Contractual Liability GENERAL AGGREGATE Is 10,0001000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 5,000,000 PRO- n X POLICY LOC • AUTOMOBILE LIABILITY Y AOS 4309527 9/3 0/2 011 9/3 0/2 012 COMBINED SINGLE LIMIT (Ea accident) $ 5,000,000 BODILY INJURY(Per person) $ A X ANY AUTO Y VA 4309528 9/3 0/2 011 9/30/2012 BODILY INJURY(Per accident) $ B ALLOWNED SCHEDULED Y MA 4309529 9/3 0/2 011 9/3 0/2 012 AUTOS AUTOS NON -OWNED $ HIREDAUTOS X AUTOS r tDAMAGE (PROPERTY ) $ X Self Ins. Ph Dama e C UMBRELLALIAB X OCCUR XLXG24563480 9/30/2011 9/30/2012 EACHOCCURRENCE $ 10 O00 000 X AGGREGATE $ 10,000,060 EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ B WORKERS COMPENSATION AOS 015884086 9/3 0/2 011 9/30/2012 TH- X STA - OER E.L. EACH ACCIDENT $ 2,000,000 AND EMPLOYERS' LIABILITY IN ANY PROPRIETOR/PARTNER/EXECUTIVE Y� N/A E.L. DISEASE - EA EMPLOYEE $ 2,000,000 OFFICER/MEMBER EXCLUDED? (MandatoryinNH) E.LDISEASE- POLICY LIMIT is 2,000,060 ff yes, describe under DESCRIPTION OF OPERATIONS below D 1 2449659 9/30/2011 9/30/2012 Liquor Liability $ 1,000,000 Each Common Cause $10,000,000 Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach Acord 101, Additonal Remarks Schedule, if more space is required) NAMED INSURED(S): Canteen Vending See Attached: CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFO THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED I ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE The City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Coll:3659595 Tpl:1326473 Cert: #515859 @1988-2010ACORD CORPORATION. All rights reserved ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID:22011126 LOC#: A ADDITIONAL REMARKS SCHEDULE Paged of 2 AGENCY NAMED INSURED Compass Group USA, Inc. Willis of North Carolina, Inc. 2400 Yorkmont Charlotte, NC Road 28217 POLICY NUMBER See First Page CARRIER NAIC CODE EFFECTIVEDATE: See First Page See First Page ADDITIONAL KEMAKKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Garage Liability Carrier: National Union Ins. Co. of Pittsburg, PA Policy No. CA 4309527 Policy Period: 09/30/2011 to 09/30/2012 Auto Only (Each Accident) $500,000.00 SIR applies per terms and conditions of the policy. The City of Huntington Beach, it's officers, elected or appointed officials, employees, agents and volunteers are included as Additional Insureds as respects to General Liability and Auto Liability policies, where required by written contract. ACORD 101 (2008101) Coll:3659595 Tpl:1326473 Cert:17515859©2008ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Compass Group USA, Inc. Policy Term: 9/30/2011 to 9/30/2012 Workers' Compensation and Employers Liability Policies Coverage Policy Number Carrier Work 015884088 Illinois National Comp/EL Insurance Co. - covers states of MA, ND, OH, WA, WI, WY WC Coverage EL Limits Statutory $2,000,000 Bodily Injury by Accident - Each Accident $2,000,000 Each Employee Bodily Injury by Disease $2,000,000 Policy Limit Bodily Injury by Disease Work 015884110 New Hampshire Ins. Statutory $2,000,000 Bodily Injury by Comp/EL Co. - covers state of Accident - Each Accident MN $2,000,000 Each Employee Bodily Injury by Disease $2,000,000 Policy Limit Bodily Injury by Disease Work 015884087 National Union Fire Ins Comp/EL Co. of Pittsburgh - covers state of CA Work 015884089 Illinois National Comp/EL Insurance Co. - covers state of FL Statutory $2,000,000 Bodily Injury by Accident - Each Accident $2,000,000 Each Employee Bodily Injury by Disease $2,000,000 Policy Limit Bodily Injury by Disease Statutory $2,000,000 Bodily Injury by Accident - Each Accident $2,000,000 Each Employee Bodily Injury by Disease $2,000,000 Policy Limit Bodily Injury by Disease THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name of Person(s) or Organization(s): AS REQUIRED BY WRITTEN CONTRACT Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. This endorsements is executed by the company designated below National Union Fire Ins. Co. of Pittsburgh Effective Date: 9/30/2011 Expiration Date: 9/30/2012 For attachment to Policy No. 4309527 Issued to Compass Group USA, Inc. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 Policy Number: 2449658 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations S REQUIRED BY WRITTEN CONTRACT OR AGREEMENT S REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 2010 07 04 © ISO Properties, Inc., 2004 INSURANCE AND INDEMNIFICATION WAIVE d� Hun , all Be MODIFICATION REQUEST 1. Requested by: Simone Slifman 2. Date: May 21, 2012 3. Name of contractor/permittee: Compass Group USA, Inc. 4. Description of work to be performed: Beverage and snack vending - machines, products, service and maintenance 5. Value and length of contract: Commission to city on item sales; 5 years with a 5 year option 6. Waiver/modification request: High deductible various standard ins. tang. changes 7. Reason for request and why it should be granted: Company has demonstrated through financial reaortina that thev can cover hiah deducible; lanquaqe chanqed in agreement pertaining to indemnification is still sufficient to cover the city in the event of a claim and to require the vendor to provide required insurance 8. Identify the risks to the City in approving this waiver/modification: Risks have been mitigated through the revision of mutually -acceptable language to ensure the city is protected and proper insurance is obtained and is on file. Departmel t Head Signature Date: Insurance Waiver Form 5/22/2012 11:50:00 AM WAIVERS AGREEMENT BETWEEN HUNTINGTON BEACH AND COMPASS DIVISIONVENDING Section 14: revised indemnification to indicate that the City will not unreasonably withhold the approval of selection of Licensee's Counsel if Licensee should engage in defending the city; revised section to reference negligence and willful misconduct, but eliminating "active concurrent," "sole negiligence," and "sole" (pertaining to willful misconduct). Added "or expansion" as follows: "The policy limits to not act as limitation or expansion upon the amount of indemnification to be provided by LICENSEE." Section 15: • Revised Workers' Compensation Insurance provision to indicate that the policy(ies) must be underwritten by insurance companies licensed to write policies for business conducted in the State of California. Section 16: • Revised General Liability Insurance provision to indicate that the policy(ies) must be underwritten by insurance companies licensed to write policies for business conducted in the State of California; • Revised section to indicate that the amount of the policy for each occurrence shall be in an amount of not less than $1,000,000 • Each party waives rights of subrogation that it or any of its insurers may have against the other party and their respective agents, employees, or insurers and provide endorsements • Eliminated language prohibition on policy containing a self -insured retention, deductible or any similar form of limitation on the required coverage. Section 17: • Revised section to require ten (10) days advance notice by licensee or policy cancellation • Revised the section to eliminate the city's right to demand an original copy of all of licensee's policies, instead indicating that the city shall, at all times, have the right to request. 4 �,.h,¢ r ��ce?YF'3- t�,RF*r� r$>�^ :..^• - 7�i 7c�x s. }T_,a ?? . x. � ". .:,�.x _W _ , The City of I'H c T t a z n Beach " WhL CANTEEN November 2011 City Members The City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Dear City Members; It is with great pleasure that Canteen Vending Services submits this proposal for the management of vending operations at The City of Huntington Beach. We look forward to your review of the customized programs created to meet your needs. As the largest and most innovative vending company in the US, we have more than 80 years of experience in the industry, We are proposing innovative programs highlighting exclusive national and proprietary brands delivered through state-of-the-art vending equipment. We offer such features as healthy, low -fat vending items and wholesome fresh food options through our Balanced Choices® and fresh food programs. All of these components combine to display our commitment to Total Quality Satisfaction, Our proactive management style allows us to remain flexible in providing the standard of excellence you expect and deserve. Canteen Vending Services looks forward to partnering with you. Sincerely, 4R 75� Ryan Stevens Regional Sales Director This proposal is valid for 180 days offer its presentation and/or delivery to you. www.canteen.com 12640 Knott Street • Garden Grove, CA 92841 • Phone: 657-203-5006 • Fax: 714-899-2548 REQUEST FOR PROPOSAL VENDOR APPLICATION FORM TYPE OF APPLICANT: FX� NEW ❑ CURRENT VENDOR Legal Contractual Name of Corporation: Compass Group DBA Canteen Vending Services Contact Person for Agreement: Ryan Stevens Corporate Mailing Address: 12640 Knott St, City, State and Zip Code: Garden Grove, Ca 92841 E-Mail Address: Ryon,Stevens@compass-usa.com Phone: 657-203-5006 Contact Person for Proposals: Ryan Stevens Title: Regional Sales Director Business Telephone: 657-203-5006 Fax: 714-899-2548 E-Mail Address:Ryan.Stevens@Compass-USA.com Business Fax: 714-899-2548 Is your business: (check one) ❑ NONPROFIT CORPORATION ® FOR PROFIT CORPORATION Is your business: (check one) ® CORPORATION ❑ LIMITED LIABILITY PARTNERSHIP ❑ INDIVIDUAL ❑ SOLE PROPRIETORSHIP ❑ PARTNERSHIP ❑ UNINCORPORATED ASSOCIATION 1 of 2 Names & Titles of Corporate Board Members (Also list Names & Titles of persons with written authorization/resolution to sign contracts) Names Title Phone Bill Mattice Regional Vice President 303-908-7882 Ryan Stevens Regional Sales Director 657-203-5006 Rawn Wanamaker Regional Operations Director 626-964-3607 Chris Hulick Pacific Division President 925-847-1517 x2 Federal Tax Identification Number: 56-1874931 City of Huntington Beach Business License Number: (If none, you must obtain a Huntington Beach Business License upon award of contract.) City of Huntington Beach Business License Expiration Date: 2of2 If About Canteen Great People, Great Service, Great Results We've got the best, the brightest and the most experienced team and we're determined to make everyone and everything count everyday: on the route, in the kitchen and: at the branch. National Coverage Canteen is the only national vending operating- company and the largest. Our branch network of 200 company and franchise locdtions services locations in 48 states. Customer -Pleasing Innovation Canteen's track record of innovation began in 1929. Company founder Nathaniel Leverone built his business strategy around three timeless principles; integrity, customer focus and innovation. We continue the great tradition by listening to our customers and continually redefining the vending experience with new quality initiatives that provide the highest levels of customer satisfaction. * Technology Advantage * Highland Estates Office Coffee Service * Market Central * Highland Estates® premium Arabica coffees * Exclusive restaurant brands * The Vending Company of NASCAR * Fresh To You * Balanced Choices® One of A Kind Assets .v 3- B. - Background and Project Summary Section C. - Methodology Section Provide a detailed description of the approach: and methodology to be used to accomplish the Scope of Work of this RFP. The Methodology Section should include: l.An implementation plan that describes in detail (i) the methods, including controls by which your firm manages projects of the type sought by this RFP; (ii) methodology for soliciting and documenting views. of internal and external stakeholders; (iii) and any other project management or implementation strategies or techniques that the respondent intends to employ in carrying' -:out the work. All of our accounts receive the highest level of service to guarantee customer' satisfaction ; Each of our accounts is assigned a Customer Service Manager who directly manages the account and is the point of contact should you need anything, The views of 'our clients are very important to us. For all of our clients who request it we offer quarterly reviews to go over sales reports, commission statements and service requirements. Our goal is to build long lasting relationships with our clients and grow along with them. Canteen is prepared to partner with the City to ensure the maximum benefit of this proposal. Canteen leads the way as the largest vending company in the nation. We can help you maximize your profits by incorporating new innovative technologies such as Icon Enclosures, credit card readers and our vast knowledge of product placement. We. have the technology to show you exactly where your money is coming from through our one of a kind tracking software, BV Fusion. BV Fusion is an online tool that you can use to view sales by location, machine, time, product and commissions, This highly intuitive software system is only offered by Canteen Vending and is a value added benefit to its users, We will also incorporate our "Five )n Five Out" feature, which records and then pulls out the five lowest selling products and replaces them with new product suggestions. This helps to ensure that theproduct stocked in the machines is always in demand, which in turn produces higher,sales volumes. 2. Detailed description of efforts your firm will undertake to achieve client satisfaction and to satisfy the requirements of the "Scope of Work" section. Our partnership begins with a promise built:,on service excellence. We're working to keep that promise with One'T!cket As it tracks and reports the service and repair history of your vending machine, One Ticket delivers on two levels. It helps us respond quickly and efficiently to your service calls and it helps you monitor our quality of service. At the end of the day, we all benefit from OneT!cket's successful approach to reducing downtime for out -of -service or out -of -stock machines. Interfacing with i-vend, Canteen's award winning vending management software, OneTicket logs every step of the machine service and repair process. Starting with the time and date of the -first call to the minute your technician is alerted via text message and finally, as the.aervlce ticket is cleared OneTicket demonstrates one of the many advantages you'll enjoy from Canteen's robust technology platform. From accountability to route scheduling, location notes, multi -payment options and SKU merchandising, Canteen never stops working to provide the best service for you and your site's vending customers. Canteen sets the industry benchmark in service and technology.Let us prove it! 3. Detailed project schedule, identifying all tasks and deliverables to -be performed,. durations for each task, and overall time of completion. Once the contract is awarded Canteen will begin to work with the City'and the current vendor on a transitioning. timeline. We can start -installation as early as 30 days from award of the contract. Our goal with this transition is to workw.th those directly involved in order to ensure a smooth and seamless takeover. We will first start with all City Facilities and then move to transitioning into the public areas. All operational tasks and coordination of this project will take place but of our Garden Grove branch. We are estimating this project to up and fully functional within 60 days. 4. Detailed description of specific tasks you will require from City staff, Explain what the respective roles of City staff and your staff would: be to complete the tasks specified in the Scope of Work Canteen will take on the majority of the work load when in. transition. -We may' need your help in confirming with various location supervisors of the transition so�that we have full approval to install prior to the scheduled Installation date. We would also ask that any route drivers that may need specfa access be set up through the proper channels to prevent servicing issues.. D. - Staffing Provide a list of individuals) who will be working on this project and indicate the functions that each will perform. Include a resume for. each designated individual. Rawn Wanamaker Regional Director- Southern California Professional Experience; 32 years experience in the vending industry Servomation Corporation 1978-1986 Service America Corporation 1986-1995 Canteen Vending 1995-Present Currently oversee's all operations for Canteen Vending and Office Refreshment Services in Southern Callfornia. Served as President -of the California Automatic Vendors Council in 2007 and 2008. Rawn's involvementin this project will be as Project Director, coordinating operational transitions and maintenance of the project through the duration of the relationship. E. Qualifications The information requested in this. section _ -should describe the qualifications of the firm, key staff and sub -contractors performing projects. within the past five years that are similar in size and scope to demonstrate competence to perform these services. Information shall include: 1, Names of key staff that participated on named projects and their specific responsibilities with respect to this scope of work, See "D - Staffing" section 2, A summary of the your firm's demonstrated capability, including length of time that your firm las provided the services being requested in this Request for Proposal. Synonymous for foodservice throughout the United States, Canteen, backed by the dedicated.human and financial resources of Compass Group North America, capitalizes on its strong infrastructure and worldwide experience to provide a commitment to.quality foodservice. Since 1994, Compass Group has embarked on a series of strategic acquisitions of foodservice market leaders including: Service America, Daka, FLIK International, Restaurant Associates, Eurest Dining Services, Canteen Vending Services and others, Through the synergies of these companies, Compass has focused its resources on being the market leader. From that transition to present, we have sought to be the best at what we do - quality foodservice. Canteen is steadily becoming world renown, operating throughout 50 States and with national clients, such as Microsoft, Johnson-& Johnson, Philips, IBM, UTC and the.Olympics to add to our illustrious roster, which lnclu;des Bank of America, Caterpillar and General Motors. 3. Provide at least five local references that received similar services from our firm. The City of Huntington Beach reserves the right to contact any of the organizations or individuals listed. Information provided shall include: City of San Diego - Anheuser Busch Operate the vending services for the :- Operate Anheuser Busch's largest City along with an advertising portion - brewing and distributing facility in operated:by VendSlght. Southern California. Servicing the County of San Diego since Servicing since 2009 2007, City contract was awarded in 2011 gill Winkel mann Natasha Collura Human Resources Manager Director of Strategic Partnerships 818-908-5596 619-236-7002 Wi'Iliam.Winkelmann@anheuserbusch.com ncollura@sandlego.gov Experian Bellflower Unified School District Currently operate dining, food and OCS Currently operate all vending services for services for Experian Credit Reporting. the District and their schools. Servicing since 2006 Servicing since 2010 Mike Anderson LeAnne Whitney Facilities Manager Food Service Director 714-830-5152 562-866-4192 Ext, 46001 Mike.anderson@experian core Oakley Oakley Headquarters, operate vending services Servicing since 1999 Luke Langford bold new flavor in office coffee service We search the world for the coffee you love Customize your office coffee menu with a dynamic list of nationally -recognized coffee brands, regional favorites and private labels. Our equipment means business Discover the hottest equipment design, experience the advantage -of single -cup brewing innovation and learn about new water filtration technology. Smart Brewing Equipment Equip your breakroom with the latest in refreshment service. The best office coffee brewers will start your day off right and keep the momentum. Our brewing equipment means business! _ Coffee brewers to fit any space or special need Our premium. single cup and low profile pot brewers fit practically any space in your office breakroom or our work lace Brew a erfect cup of coffee from our selection of delicious coffee brands enhanced with the perfect coffee brewer and new water_ . filtration technology, Single Cup Brewers lilt • Avalon La Petite • Kikko • Colibri LX • Korinto • Douwe Egbert C-60 • Koro • Flavia Creation 400 • Lavazza Blue 2210 • Flavia SB100 ® Lavazza Blue Colibri • Keurig B200 • Starbucks Interactive Cup;;" • Keurig 3000 • Wolfgang Puck Cafexpress Air Pot Brewers • Ace AP • Ace TS ,. • Ace TC • Bunn SmartWAVETm '' v Glass Pot Brewers_- 3 Additional Equipment To provide a neat and order your choice of condiment c 13ETTER : U- 15 UP TO YOU1 Balanced Choices More is better. Want more of the foods that have less fat, calories and BAL�CED sodium? You'll find Balanced Choices better -for -you snacking CHOICES Taste the Possibilities choices on the; right hand side of your snack machine. What's The Criteria? EAT, Snacks (per package, not per serving) Calories s 250 Total fat s 35% Trans fat . 0 Saturated fats 10% Sodium s 350 mg *Candy is not part of the Balanced Choices program **Nuts and seeds are exempted from the total fat due to = their fiber, vitamin E and better -fats content. However, they still must meet the criteria for sodium and calories. ' va Aesthetics and Security With roots in Southern California, VendSight and Canteen Vending are concerned about the aesthetics of our beaches and cities. We do not want our beaches and cities visually polluted. Comprehensive Program -VENDSIGHT City r Huntington Beach EXAMPLE AdverEising-Sponsorship Revenue Projection 10/31/2011 of A : VendSight Program in Partnership with Canteen Vending will be lemented into the City of Huntington Beach vending project. The Jia platforms utilized will include Admedia Vending Enclosures for ioor applications and the VendFace vend front panels for the indoor iponent. The AdMedia Enclosures and VendFace panels will be demented in mutually agreed locations. Projections based on On- :mise)Site advertising and Corporate Sponsorship combined. Unsold Space to be utilized by City of Huntington Beach for promotions and Rates Offered Year One To Stimulate Sales I I I . I I I I I I Total 1 $1.41 Public Awareness Platforms Included in this proposal is the right for the City of Huntington Beach to utilize the unsold advertising space on the AdMedia Vending Enclosures to promote community events to drive public awareness. _: wwwcanteen com 18 rA . & az$ x m AnV D.a%,,. An yw,h,&e Business Intelli;genc_'eBuilt For You l BVFusi'on"8 online, portal presents our rnanagernent reports' in a completely.o'rigina'I style.. yours! Organizing our data to meet yo'ur.busi'ness,intelligence needs, BVFusio'n2 provides information about the business we;manag_ a for you in an "intuitive and useful way: V1%e;colleet"the information you;care about from, ,any differegtsowurce`s.an., presen, n integrated view mto sales; customer service, key performance indicators;as well' as service. level agreements: Leading. Silvrlig ht echnologmakes site navigration strai htforward and fun.,ThrougBUF2's easyto use _ d y � ry your accounts data on a master level'or from rn -y perspectives dashboar , o:u can anal, ze I an different such as.Line,of Business (di`ning„vending, off i'Mggffee, etc.), Orgavnizationa! (regionrs, districts, campuses,; etc.), Value Codes (sales, cornmssion, quantities, etc.) and Frequency: 'lt a1J.cornes'together with BVF2.; n .co -� - ... - wwwca Peen m' 19°" Sales Performance Get,a clear yiew:of'sales performance trendiwith up to 24. mo,nth's of financial information.. • .Find� periodic sales information quickly and easily • Analyze sales in 'a particular area such as a specific campus, division; district orreven a building floor Compare trend charts to see h,pw your, ,li'ne5 of business stack up i i i 4 www dohtdeh.c0M Mer,ohandising Tra C-R. how well we are mabaging your snack machines. Both year over year trend charts and a fad periodic .det6,i:o.verview, are, presented on three key performance im&cdtors,. Average Stock OL�ps �por,MAphifte reports thO average nj m�-er9 m,pty'sPi�rp* Is pregerttw[Tgp. yQ,u r m z(ch im, is serviced. ff i. -,ibTflt e Percentage, of machines with fewer than,5j `stock outs sj�owsbpw efficiently lyw service °your account. Average ,No, ,Salos,gde 6eevide deMnoftt`-MbeghOW Well we are ffetchan.&si'h,-g, your snack rhac,hin'6s. Our g6ad isltd rb*dUbb.th,,(j tw-M"b6e;of,N.o,Salb-s,, by C !§IbwOf'selling it0fttf6 With p,-rd.d'Uct!§ youir wocibtbs 'www.1dante enhiCOM 4VI (A 'Custwber 'Cievibe Pinpoint t the lmetrics 'that help you RVF �evol overview provides a ovdqs ,, top f -b - ice wif 4 m -Lj Ifigib . tu ery 5forner.,s, io 00'fJ'6n9ldisOlbyih-g Ofo-gres$ on Vdur'KPI'si, Analyze year over year customer, p-pfor matipn with] 'Stack .ujstrend charts to soewhat' . - - ---- ------ 'tY-pes! Of service"cal I s( are, impacting Mg your account -view details "o'Obn 80'Nicb If& placed ba , S new service ca '0 today'' and top parform-n_gl. cations • - Get the status on ser vice ,' lever 1 Location Irformatio-n` Find s �pecific, location details about the sites we manage for you°. Keyword search a'llows'you to - ea8iIV find a 9pecif is l,'Qcation by typing the!narrfe ,address or city • 1Nheri"avail'af;ie, pictures of that specific locafion will be posted wWw.canteen.coM 23 Cashless Payment Systems:-- Speed, Convenience, Customer Preference - - No Cash? No Problem! The Zipthru `cashless payment ►' ' ,.. option enables the acceptance -of credifi and debit cards I nl�,. * on your existing machines. SEA« VISA,= DISCOVER P!Mpass eXp pa� f , �vHess Zipthru allows you to: •, Capitalize on America's preferred. form'of payment ►, - More Char .,75% of adults have a debit card Give custor,n rs the added convenience of another, way to pay • Cut transaction time as much as 50% when compared to cash/coin • Increase customer satisfaction �v►r ®� 0 • Increase prices without losing sales m.. • Complete multiple vends in a single transaction zip Mru __ • Increase revenue - 43% of vend transactions greater than $3.00 were debit/credit Impact of7rands an Vending 3500% f° a zo 00% e a Y Bad Cotlryn Haspai] 0uafnw SMor It's the customer that counts Canteen's Zipthru cashless vending commenced in January 2007 with 72'clients. According to survey data, there has been a measurable positive financial Impact (see graph). In addition, based. -.upon direct;client feedback, this..,amenity enhances the overall service level and increases customer satisfaction. Following is a'sample of clientresponses to survey Equipment Highlights` New Sensor Technology Ensures, Product Delivery Does your current vending provider offer=a system that virtually eliminates misvends`and ensures customers receive the desired product or their credit back? Canteen does. The most influential technology to come to the vending industry In decades, an infrared transmissive sensor ensures a positive vend each time. Here's how it works: • When a customer makes a selection, the spiral rotates one full revolution. • An infrared transmissive sensor detects if the product has dropped into the delivery bin. • If the product fails to vend on the first try, the spiral will automatically make up to two additional revolutions in an attempt to vend the selection. As soon as the selection drops, the vend is complete and the spiral returns to the "home" position. • If, however, the selection still fails to vend after three attempts, the customer can make a new selection or receive a refund. Benefits: • Improves vending reliability • Re-establishes credit or refunds money • Consistent home position • Reduces service calls • Operates under any ambient lighting conditions It"s a matter of, pushi,q: all the right buttons. Glass Front Snack Vendor These machines feature a wide variety of name -brand products such as Frito-Lay, Nestles, Hershey's and Nabisco, not generic or off -brand products, Balanced Choices snack items are prominently displayed via Canteen's unique Plan-O-Gram merchandising system, The benefits of this vendor for your facility include; ® Distinctive styling provides a sleek, contemporary appearance Convertible;shelving allows for the most advantageous combination. of snacks and candies • Automatic shutdown (standard feature) lets you program the machine to shut down during designated' time periods Glass From Beverage Menclor The Glass Front Multi -Beverage Vendors offer'a wide variety of carbonated and non- carbonated beverages to satisfy refreshment needs. The new clear glass front improves merchandising of the desired product so brands and packages can be found quickly and easily. With up to 45 selections possible, -variety Is increased while occupying less space than multiple vending machines. The Coca-Cola and Pepsi Glass Front Vendors efficiently vend thirst -quenching refreshments In a wide variety of brands and packages with convenience! Glass Front Coca -Cosa Vendor i This vendor offers increased variety and allows you to view At the product, making it easier to choose. _ _ £_ The benefits of this machine for your facility include; • Easy to see, easy,to choose refreshment! • Expanded variety and ability to view beverages encourage usage of the vending machine rt'r • Unique elevator and conveyer delivery system make N, getting a refreshing beverage fun 4P Service Standards • Conveying a'friendly attitude that says, "We want your business:' Canteen rewards our,associates with a base salary plus an -incentive program. Their job Is to ensure maximum sell -through from each machine. The compensation program is designed to reward them for continuous improvement. This motivation system guarantees you excellent service. ProductPricing Based on our discussions with you, the. information you provided us and our analysis of your vending requirements_ - we have developed the following pricing / commission plan. As you may be aware, there is a.direct:relationship between product pricing and commission returns to your facility. Therefore; Canteen will remain flexible in working o with you to establish the most satisfying financial balance. . . Product Category Proposed Price Commission • ° ` City Facilities Snack Machine $1.00 Snack Items $150 Pastry Items 10% on all items. City Facilities Beverage Machine $1.50, 20 oz Sodas/Water ®• o - , ®s $2.00 Gatorade/Juices ® $2.50 Energy Drinks 15% on all items Public Snack Machines $1.50 Snack Items $2.00 Pastry Items 20% on all items Public Beverage Machines $2.00 20 oz Sodas/Water $3.00 Gatorade/ Energy > Drinks 40% on all items Product Category Proposed Price Commission ® ® 3 City Facilities Snack Machine $1.00 Chocolate Items sea a $1.25 Pastry Items a $0.75 Snack Items Wig 4 k CANTEEN 00hoh 03 Benefit it thosdWbp .16hoot6 to be Ked'Iff i thy Potentlat A , 61 Commissions $3,00 Gatorade/ -Energy.Drinks 40% on all items ontedhVill pcty the City of �H - Mah _gtO n Beach $160j000.00 cQ mT, m 14S1Ot1 Our `views when it co m Os advqftce,.`f.or year one of roles upon"N 11 to d portnership can: be execution of the contract;, regardless of %pohOO&I-h more ways than chosen option. one.. We would like to; ,offer an d. hconf.Ne to the City Wthey an help us grow our new concept' and services within i the City and outlyinig,are, os,xkW b are prepared to offee0, minimum umpbonus, ,o,f,$.'-25,,CGQ,,If'the;'Cit,-y'si,fo-ut,'d help us acquire one 'ormoroof the, following accounts: Huntington Beach Unifhqd High Sch O*GilDistrict G-cf1,4en West Caljegd 11 Front H6tol 'bti,,�r FrO Hyatt -This offer would of, course depend ohbsite , survey Arid commission Qh structure offered`to that client; but we believe that -0 $25;,000 Of d rhi6lhtj.­ffiIsd . competitive -- encouraging -.9po.'ritVVo'[,dok,fQrwardtQ.doing 'bV$ih�esswith; you won, ,and flndhOidj,gePWh asOq_frw$_t mcom 32- www=ntee _4 66905 DANDY:: '�.-�.:0. 86 390 337.00 20.94 " 316 y06 4.68 GUM fi.MINTS 0.55 13 7,20 0.48 6.72 0.15 . LG SNACKS ...0.82 286 233.20 0.00 .-233.20 4.01 PASTRY ' 1.10 136 149,60 ,. 0.00 .149.60 2.45 - ' Machine Totalst =- 825 --- 727.00 21.42 705.58 11.29 -- - 71500 BOTTLE BEV 1.50 B 12,00 0,76 11.24 0.15 -;'- _ GENERAL MDSE 1.91 170 - 341.50 01'09'" 341.50 0.00+. 'BILK 0.79 48 38� o 0.90 38.10 0.00 - - 'Machine Totals: 235- =: 391,60 0.76 390.84. 92709-1 _O. TTLE BEV 1.25 231 -- 288.75 18.13 270.62- 4.39 -_ - CANr16EV 0.75 155 i16.25 1.11 109.14 1.71 * Machine Totals: i306 405:00 25.24 379.76 - 94�189 - BOTTLE BEV 1.26 -:286 -362.00 22.74 339.26- -:.. GENERAL MDSE 2.00 6 .:. 12.00 0.00 12.00 -0.00 -- NON CARB BEV 1.25 14 17.50 1.16 16.34- 0.27 Machine Totals: - 308 391.50 23.90 367..60 5 79 _ Location Totals: 1,754- 1,915.10 71.32 1 843.78: E3 28 .� Location: 003 Uniccol -- - 66906 CANDY :i::,. 0:88 - ---- 174 152.25 9.48 142.77-- ;:. 2.08 - Letter of Intent Date: Ryan Stevens Regional Sales Director Canteen Vending Services 12640 Knott Street Garden Grove, CA 92841 Dear Ryan: Please accept this letter as our official notification to you of our acceptance of Canteen Vending Services proposal for vending services. We will expect your firm to be fully operational in our facilities beginning on Signed Title SECTION 14. INDEMNIFICATION, DEFENSE AND HOLD HARMLESS LICENSEE hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation (including arbitration) of every nature or liability of any kind or nature) arising directly or indirectly out of the grant of the License under this License Agreement including that arising from the passive concurrent negligence of CITY, but save and except those which arise out of the ae five eeaet viit negligence, sole neglige- or4he—sol willful misconduct of CITY. LICENSEE will conduct all defense at its sole cost and CITY shall approve selection of LICENSEE's counsel:, which approval shall not be unreasonably withheld. The CITY shall be reimbursed by LICENSEE for all costs and attorney's fees incurred by CITY in enforcing the obligations set forth in this Section. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation or expansion upon the amount of indemnification to be provided by LICENSEE. SECTION 15. WORKERS' COMPENSATION INSURANCE. Pursuant to the California Labor Code Section 1861, LICENSEE acknowledges awareness of Section 3700 et seq. of said code, which requires every employer to be insured against liability for workers' compensation; LICENSEE covenants that it will comply with all such laws and provisions prior operating the Facility on the Property pursuant to this license. LICENSEE shall maintain such Workers' Compensation Insurance in an amount of not less than One Hundred Thousand Dollars ($100,000) bodily injury by accident, each occurrence, One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit, at all times incident 11-2806.002�''"„ 361 -2 77361-4 1 hereto, in�s--underwritten by insurance companies satisfaetefylicensed to GITYwrite policies for business conducted in the State of California. SECTION 16. GENERAL LIABILITY INSURANCE In addition to LICENSEE's covenant to defend, hold harmless and indemnify CITY, LICENSEE shall carry at all times, on all activities to be performed on the Property and/or the Facility as contemplated herein, general liability insurance, including coverage for bodily injury and property damage. All insurance shall be underwritten by insurance companies to CIT-rlicensed to write policies for business conducted in the State of California. Said insurance shall name the CITY, its officers, agents and employees and all public agencies as determined by the CITY as Additional Insureds. LICENSEE shall subscribe for and maintain said insurance policies in full force and effect during the life of this License Agreement, in an amount of not less than One Million Dollars ($1,000,000) ^^.,,biped single';ach occurrence coverage. If coverage is provided under a form which includes a designated general aggregate limit, such limit shall be not less than One Million Dollars ($1,000,000). In the event of aggregate coverage, LICENSEE shall immediately notify CITY of any known depletion of limits. LICENSEE shall ,-eqo ,-e its ins .o,. to waive its Each party waives any rights o _subrogation rights that it or any of its insurers may against C-44the other party and their respective agents, employees, or insurers and agrees to provide eei4ifie4esendorsements evidencing the same. Under- - neir-eumstanees shall said above SECTION 17. CERTIFICATES OF INSURANCE; ADDITIONAL INSURED ENDORSEMENT LICENSEE shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this License Agreement; said 11-2806.002/736--2/773614 2 certificates shall provide the name and policy number of each carrier and policy, and shall state that the policy is currently in force and shall promise to provide that sueh „okeies will not be eaneeled without thiAy ten 10) days pfie>!dvance written notice of policy cancellation to CITY. LICENSEE shall maintain the foregoing insurance coverages in force until this License Agreement is terminated. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of CITY by LICENSEE under this License Agreement. CITY or its representative shall at all times have the right to demand the orig fiA efrequest a copy of all said policies of insurance. LICENSEE shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. A separate copy of the additional insured endorsement to each of LICENSEE'S insurance policies, naming the CITY, its officers and employees as Additional Insureds shall be provided to the City Attorney for approval upon execution of this License Agreement by LICENSEE. 11-2806.0024 746 '/77361-4 3 ATTA HMENT #2 HB -179- Item 8. - 78 BEVERAGE SNACK SEM RFP DISTRIBUTION LIST inteen Ryan Stevens - Regional Sales Director 12640 Knott Ave Garden Grove CA 92641 626-964-3607 roan.stevens(@compass-usa.com Vending Mike Cascione - President 520 Coster Street Bronx NY 10474 718-328-3914 x 102 mike.cascione anverizon.net i Refreshments Denise Brant - Development Manager 10670 6th Street Rancho Cucamonga CA 91730 909-980-3121 dbrant@coca-cola.com t Refreshments Patty Mesa - Marketing Development Manager 10670 6th Street Rancho Cucamonga CA 91730 909-980-3121 pmesa at?.coca-cola.com i Refreshments Ondrell Girtley - Wholesale/Vending Lead 10670 6th Street Rancho Cucamonga CA 91730 909-980-3121 oqirtlev(a coca-cola.com i Refreshments Henry Carter - District Sales Manager 10670 6th Street Rancho Cucamonga CA 91730 909-980-3121 henrvcarterPcoca-cola.com ass Vending Ryan Marsh - President 6875 Suva Street Bell Gardens CA 90201 323-268-7632 rvanCcUrstclassvending.com :k N Beverage Geoffrey Gertz - President 21958 Raintree Lane Lake Forest CA 92630 949-306-5901 Pepsi Roger Perezchica 27717 Aliso Creek Rd Aliso Viejo CA 92656 949-678-4086 forth America Brandon Brown 1740 Stewart St. Santa Monica CA 90404 310 913-7299 brandon.brown Cd)us.redbull.com tRc Bottling Co Michael Hart - Cold Drink Manager 3220 E 26th St Vernon CA 90058 323-268-7779 mike.hart@dpso.com Snack & Beverage Mark Saint George - Owner 25391 Helena Circle Mission Viejo CA 92690 949-472-9781 'ending Group Stephen O'Neal 6814 Suva Street Bell Gardens CA 90201 562-928-1301 City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Joan L. Flynn, City Clerk June 5, 2012 Compass Group USA, Inc. Canteen Vending Services Division Attn: Chris Hulick, Division President 5000 Hopyard Rd., Ste. 322 Pleasanton, CA 95488 Dear Mr. Hulick: Enclosed for your records is a copy of "License Agreement Between the City of Huntington Beach and Compass Group USA, Inc. By and Through Its Canteen Vending Division" to install, maintain, and operate beverage and snack vending machines in specific locations within the City. Sincerely, JF:pe Enclosure G:fo11owup:agrmt1tr Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand