WASHINGTON COUNTY CONTRACT FOR SERVICES FOOD AND … · 1 day ago · Washington County Fair Complex for the term of the agreement, all in accordance with generally accepted accounting

WASHINGTON COUNTY CONTRACT FOR SERVICES

FOOD AND BEVERAGE CONCESSION GOODS AND SERVICES FOR THE WASHINGTON COUNTY FAIR COMPLEX

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____________________________________________________________________________________________________________ Contract ‐ Food and Beverage Goods and Services – PACIFIC RIM, LLC Page 1

This Contract is between Washington County, a public corporation, operating as the Washington County Fair Complex, hereafter called “County”, and Pacific Rim, LLC, an Oregon Limited Liability Company, hereafter called” Contractor.” WECC and Contractor shall be collectively referred to as the “Parties.” 1. CONTRACT DOCUMENTS

This Contract consists of the following documents: this Contract less all exhibits, attached Exhibit A (Insurance Requirements), attached Exhibit B (Statement of Work), attached Exhibit C (Contractor Kitchen Equipment list and amortization schedule), and attached Exhibit D (Concession Sites). Exhibits A, B, C, D, (On File with Both Parties) are incorporated by this reference.

2. TERM OF CONTRACT 2.1 Effective Date. This Contract is effective on the date it has been signed by all parties and all required Washington

County approvals have been obtained. 2.2 End Date. Unless extended or terminated earlier, this Contract terminates December 31st, 2025. 2.3 Extension Terms. After the first (5) five-year term, this contract can be amended on an annual basis to include up to

(5) five one-year extensions in accordance with Section 21 below. The maximum term of the entire Contract including any granted extensions may not exceed ten (10) years. The contractor will be notified on or before October 1 of each year regarding such an amendment.

3. STATEMENT OF WORK

Contractor shall perform all Work in accordance with the terms and conditions of this Contract, including as set forth in Exhibit B (Statement of Work).

4. COMPENSATION Contractor shall be compensated for the Work performed through retainage of a percentage of gross sales. The

retainage results from payment of a percentage of gross sales to County, as set forth in Section 7.0 of the attached Exhibit B (Statement of Work), subject to the terms of this Contract.

5. INDEPENDENT CONTRACTOR; RESPONSIBILITY FOR TAXES AND WITHHOLDING 5.1 Contractor shall perform all Work as an independent contractor. County reserves the right (i) to determine and modify

the delivery schedule for the Work and (ii) to evaluate the quality of the Work; however, County may not and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing the Work.

5.2 Contractor understands and agrees that it is not an "officer", "employee", or "agent" of the County. 5.3 Contractor shall be responsible for all federal or state taxes applicable to compensation received by or payments paid

to Contractor under this Contract and, unless Contractor is subject to backup withholding, County will not withhold from such compensation or payments any amount(s) to cover Contractor's federal or state tax obligations. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation or payments paid to Contractor under this Contract, except as a self-employed individual.

6. SUBCONTRACTS, SUCCESSORS, AND ASSIGNMENTS 6.1 Contractor may enter into subcontracts for any of the Work required by this Contract.



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A. Contractor shall require any subcontractors to perform all Work in the highest professional manner, and in accordance with the current industry standards. Contractor shall require all Work performed by Contractor’s approved subcontractors be performed in accordance with the provisions set forth in Exhibit B (Statement of Work).

B. In the event Contractor’s subcontractors fail to perform as required above, Contractor must take immediate action

to correct performance or terminate its subcontractor. “Immediate action” means upon discovery of subcontractor’s failure to perform and in any event, no later than 24 hours from discovery.

C. Contractor shall report to designated County staff any actions taken to correct performance by subcontractor or

actions taken to terminate subcontractor.

6.2 The provisions of this Contract shall be binding upon and inure to the benefit of the parties, their respective successors, and permitted assigns, if any.

6.3 Contractor shall not assign, delegate or transfer any of its rights or obligations under this Contract without County’s

prior written consent. 7. NO THIRD-PARTY BENEFICIARIES

Washington County and Contractor are the only parties to this Contract and are the only parties entitled to enforce the terms of this Contract. Nothing in this Contract gives, is intended to give, or shall be construed to give or provide any benefit or right not held by or made generally available to the public, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Contract.

8. FUNDS AVAILABLE AND AUTHORIZED; PAYMENTS

County certifies that it has sufficient funds currently authorized for expenditure to finance the costs of this Contract within County’s current approved budget. Contractor understands and agrees that County’s payment of amounts under this Contract is contingent on County receiving expenditure authority sufficient to allow County, in the exercise of its reasonable administrative discretion, to continue to make payments under this Contract.

9. REPRESENTATIONS AND WARRANTIES 9.1 Contractor’s Representations and Warranties. Contractor represents and warrants to County that:

A. Contractor has the power and authority to enter into and perform the Contract; B. The Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in

accordance with its terms;

C. Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with standards prevalent in Contractor’s industry, trade or profession; and

D. Contractor shall, at all times during the term of the Contract, be qualified, professionally competent, and duly

licensed, if applicable, to perform the Work. 9.2 Warranties cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other

warranties provided. 10. [RESERVED]



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11. INDEMNITY 11.1 GENERAL INDEMNITY. Contractor shall defend, save, hold harmless, and indemnify Washington County, its officers,

employees, and agents from and against all claims, suits, actions, losses, damages, liabilities, costs, and expenses of any nature whatsoever, including attorney fees resulting from, arising out of, or relating to the acts or omissions of Contractor or its officers, employees, subcontractors, or agents under the contract, including without limitation, any claims against County or on behalf of any temporary employees provided County by Contractor under this contract relating to claims for wages or employment benefits for such temporary employees.

11.2 INDEMNITY FOR INFRINGEMENT CLAIMS. Without limiting the generality of section 11.1, Contractor expressly

agrees to defend, indemnify, and hold Washington County and its officers, directors, agents, and employees, harmless from any and all claims, suits, actions, losses, liabilities, costs, expenses, including attorneys’ fees, and damages arising out of or related to any claims that the Work, the Work Product or any other tangible or intangible items delivered to County by Contractor that may be the subject of protection under any state or federal intellectual property law or doctrine, or County’s use thereof, infringes any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other proprietary right of any third party; provided, that County shall provide Contractor with prompt written notice of any infringement claim.

11.3 CONTROL OF DEFENSE AND SETTLEMENT. Contractor shall have control of the defense and settlement of any

claim that is subject to sections 11.1 or 11.2; however, neither Contractor nor any attorney engaged by Contractor shall defend the claim in the name of Washington County, nor purport to act as legal representative of Washington County, or any of its agencies, without first receiving from Washington County, in a form and manner determined appropriate by Washington County, authority to act as legal counsel for Washington County, nor shall Contractor settle any claim on behalf of Washington County, without the approval of Washington County. Washington County, at its election and expense, assume its own defense and settlement.

11.4 INSURANCE

Contractor shall maintain insurance as set forth in Exhibit A, which is attached hereto.

11.5 The indemnity provisions of Section 11 shall survive the termination of the contract. 12. DEFAULT; REMEDIES; TERMINATION 12.1 Default by Contractor. Contractor shall be in default under this Contract if:

A. Contractor institutes or has instituted against its insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or

B. Contractor commits any material breach or default of any covenant, warranty, obligation or agreement under this

Contract or fails to perform the Services under this Contract within the time specified herein or any extension thereof.

12.2 County’s Remedies for Contractor’s Default. In the event Contractor is in default under Section 12.1, County may,

at its option, pursue any or all of the remedies available to it under this Contract and at law or in equity, including, but not limited to:

A. Termination of this Contract under Section 12.5.B; B. Initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief;

C. Exercise of its right of setoff. These remedies are cumulative to the extent the remedies are not inconsistent, and County may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. If a court determines that



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Contractor was not in default under Section 12.1, then Contractor shall be entitled to the same remedies as if this Contract was terminated pursuant to Section 12.5.A.

12.3 Default by County. County shall be in default under this Contract if County commits any material breach or default of any covenant, warranty, or obligation under this Contract, and such breach or default is not cured within thirty (30) calendar days after Contractor’s notice or such longer period as Contractor may specify in such notice.

12.4 Contractor’s Remedies for County’s Default. In the event County terminates the Contract under Section 12.5.A, or

in the event County is in default under Section 12.3 and whether or not Contractor elects to exercise its right to terminate the Contract under Section 12.5.C, Contractor’s sole monetary remedy shall be a claim for the sum designated for completing the Work, less previous amounts paid and any claim(s) that County has against Contractor. In no event shall County be liable to Contractor for any expenses related to termination of this Contract or for anticipated profits. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section 12.4, Contractor shall pay immediately any excess to County upon written demand provided in accordance with Section 17.

12.5 Termination.

A. County’s Right to Terminate: At its sole discretion, County may terminate this contract without cause upon written notice. Additionally, at its sole discretion County may terminate this contract: (i) Upon written notice if County fails to receive funding, appropriations, limitations, allotments or other

expenditure authority at levels sufficient to pay for the Work; or (ii) Upon written notice if federal or state laws, regulations, or guidelines are modified or interpreted in such a

way that County’s purchase of the Work under this Contract is prohibited, or County is prohibited from paying for such Work from the planned funding source.

B. County’s Right to Terminate for Cause. Upon the occurrence of any of the events described in Section 12.1

of the Contract, County may provide Contractor with written notice of occurrence. If occurrence is not remedied to County’s satisfaction within 90 days of written notice, County may terminate contract.

C. Contractor’s Right to Terminate for Cause. Contractor may terminate this Contract with such written notice to County as provided in Section 12.3, or at such later date as Contractor may establish in such notice, upon the occurrence of the events described in Section 12.3 of the Contract. D. Return and Removal of Property. Upon receiving a notice of termination of the Contract:

(i) Contractor shall return all County facilities and equipment in as good a condition as when received,

excepting reasonable wear and tear, or as otherwise noted in the inspections completed with County; (ii) County will pay Contractor the unamortized value of Contractor installed equipment as shown in Exhibit C

and ownership of Equipment will transfer to County, or if Mutually agree by both parties, Contractor shall remove all private property belonging to Contractor within 30 days, unless County expressly allows otherwise in the Notice. If Contractor fails to remove its personal property within the required time frame, it becomes the property of County to dispose of in a manner calculated to bring the greatest benefit to County; and

(iii) Contractor shall pay all charges incurred by County for the disposal of Contractor’s abandoned or

discarded property.

12.6 Contract Expiration; Return and Removal of Property. Upon receiving a notice of expiration of the Contract from County:

A. Contractor shall return all County facilities and equipment in as good a condition as when received, excepting

reasonable wear and tear for the term of the Contract; and



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B. County will pay Contractor the unamortized value of Contractor installed equipment as shown in Exhibit C and

ownership of Equipment will transfer to County, or if Mutually agree by both parties, Contractor shall remove all private property belonging to Contractor within 30 days, unless County expressly allows otherwise in the Notice. If Contractor fails to remove its personal property within the required time frame, it becomes the property of County to dispose of in a manner calculated to bring the greatest benefit to County.

13. RECORDS MAINTENANCE; ACCESS

Contractor shall maintain all financial records relating to this Contract in accordance with generally accepted accounting principles. In addition, Contractor shall maintain all other records pertinent to this Contract in such a manner as to clearly document Contractor's performance. Contractor acknowledges and agrees that County and their duly authorized representatives shall have access to such financial records and other books, documents, papers, plans, records of shipments and payments and writings of Contractor that are pertinent to this Contract, whether in paper, electronic or other form, to perform examinations and audits and make excerpts and transcripts. Contractor shall retain and keep accessible all such financial records, books, documents, papers, plans, records of shipments and payments and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to this Contract, whichever date is later.

14. COMPLIANCE WITH APPLICABLE LAW

Contractor shall comply with all federal, state and local laws, rules, regulations, executive orders and ordinances applicable to the Contract, all of which are incorporated herein by reference to the extent that they are applicable to the Contract. Contractor shall, to the maximum extent economically feasible in the performance of this Contract, use recycled paper as defined in ORS 279A.010(1)(gg), recycled PETE products as defined in ORS 279A.010(1)(hh), and other recycled plastic resin products and recycled products as “recycled product” is defined in ORS 279A.010(1)(ii).

15. FORCE MAJEURE

Neither County nor Contractor shall be held responsible for delay or default caused by fire, riot, acts of God, terrorist acts, or other acts of political sabotage, pandemics or any other emergency when the Governor issues an emergency declaration or war where such cause was beyond the reasonable control of County or Contractor, respectively. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract.

16. SURVIVAL

Any terms of this Contract, which by their context or nature are intended to survive termination or expiration (including but not limited to warranty, indemnification, access to records, governing law, venue, consent to jurisdiction, termination and remedies provisions) do survive the termination or expiration of this Contract.

17. NOTICE

Except as otherwise expressly provided in this Contract, any communications between the Parties hereto or notices to be given hereunder shall be given in writing by personal delivery, facsimile, or mailing the same, postage prepaid, to Contractor or County at the address or fax number set forth below, or to such other addresses or numbers as either party may indicate pursuant to this Section.

17.1 Contractor’s Authorized Representative. The following individual is designated as Contractor’s Authorized Representative, unless or until changed by notice to County in accordance with this section. Contractor’s Authorized Representative may designate in writing Contractor’s staff to coordinate, facilitate, or otherwise manage any of Contractor’s daily activities associated with Contractor’s work at the County.

Carroll Unruh Pacific Rim, LLC



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2713 19th St. SE Salem, OR 97302 Phone: (503) 362-3391 Email: [email protected]

17.2 Contractor’s On-Site Concessions Manager. The Contractor’s shall appoint an on-site Coordinator in accordance with this section. Contractor’s On-Site Coordinator will coordinate, facilitate, or otherwise manage any of Contractor’s daily activities associated with Contractor’s work at the Washington County Fair Complex.

17.3 County’s Authorized Representative. The following individual is designated as County’s Authorized

Representative, unless or until changed by notice to Contractor in accordance with this section. County’s Authorized Representative will administer this Contract, which includes authorizing amendments, ensuring compliance with the general terms and conditions, and resolving disputes.

Venue Manager Washington County Fair Complex 801 NE 34th Ave Hillsboro, OR 97124 Phone: (503) 648-1416 17.4 County’s On-Site Coordinator. The County shall designate an On-Site Coordinator, in accordance with this

section. The County’s On-Site Coordinator will coordinate, facilitate, or otherwise manage any daily activities associated with County’s obligations.

18. SEVERABILITY

The parties agree that if any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Contract did not contain the particular term or provision held to be invalid.

19. GOVERNING LAW; VENUE; CONSENT TO JURISDICTION

This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, "Claim") between Washington County and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Washington County; provided, however, if a Claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. In no event shall this section be construed as a waiver by Washington County of any form of defense or immunity, whether it is sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any Claim or from the jurisdiction of any court. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS.

20. MERGER CLAUSE; WAIVER

This Contract and attached exhibits constitute the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Contract. No waiver, consent, modification or change of terms of this Contract shall bind all parties unless in writing and signed by both parties and all necessary approvals have been obtained. Such waiver, consent, modification or change, if made, shall be effective only in the specific instance and for the specific purpose given. The failure of County to enforce any provision of this Contract shall not constitute a waiver by County of that or any other provision.



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21. AMENDMENTS

County may amend this Contract to the extent permitted. To be effective, an amendment to this Contract must be in writing signed by the Parties and contain all approvals required.

22. TIME IS OF THE ESSENCE

Contractor agrees that time is of the essence under the Contract.

23. CONTRACTOR CERTIFICATION

Contractor, by execution of this Contract:

1) Acknowledges that Contractor has read this Contract, understands it, and agrees to be bound by its terms and conditions, and

2) Certifies and swears under penalty of perjury that to the best of his/her knowledge, Contractor is not in violation of any Oregon tax laws and that the supplied Contractor data is true and accurate.

In witness whereof, the Parties hereto have made, executed and delivered this Contract as of the last date each signatory below has signed this Contract and all necessary approvals have been obtained.

Pacific Rim, LLC _______________________________________________________________________________________ By Carroll Unruh, Managing Member Date Washington County _______________________________________________________________________________________ By Sia Lindstrom, Washington County Date APPROVED AS TO LEGAL SUFFICIENCY

EXHIBITS Exhibit A – Insurance Requirements Exhibit B – Statement of Work Exhibit C – Contractors Concession Equipment Exhibit D – Concession Site Maps

EXHIBIT A INSURANCE REQUIREMENTS

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____________________________________________________________________________________________________________ Exhibit A – Insurance Requirements Page 8 Page 8

Insurance. Contractor shall provide insurance coverage and limits as described below. All insurance carried by Contractor must be primary to and non-contributory with any insurance, including any self-insurance or retentions carried by the County. A waiver of subrogation in favor of the County shall be required on General Liability, Workers Compensation and Automobile Liability coverage.

1. Workers Compensation Insurance. Contractor shall comply with ORS 656.017, which requires subject employers to provide Oregon workers’ compensation coverage for all their subject workers. No Workers’ Compensation Insurance has been or will be obtained by the County for Contractor or Contractor’s employees and subcontractors. Contractor shall provide and maintain workers’ compensation coverage for its employees, officers, agents or partners as required by applicable workers’ compensation laws including employers’ liability with limits not less than $500,000.

2. Commercial General Liability Insurance. Contractor shall at all times carry a Commercial General Liability insurance policy for at least $2,000,000 combined single limit per occurrence and at least $4,000,000 in the aggregate per project, for Bodily Injury, Property Damage, and Personal Injury. This insurance shall include contractual liability coverage for the indemnity provided under this contract.

3. Liquor Liability Insurance. Contractor shall at all times carry a Liquor Liability insurance policy for at least $2,000,000 combined single limit per occurrence and at least $4,000,000 in the aggregate for Bodily Injury, Property Damage and Personal injury.

4. Automobile Liability Insurance. Contractor shall at all times carry Automobile Liability Insurance in the amount of $1,000,000 combined single limit per accident for Bodily Injury and Property Damage for Contractor’s vehicles, whether owned, hired, or non-owned, which includes coverage for Washington County, its agents, officers, elected officials and employees.

5. Maximum Deductible/Retention. Any deductible or retention must be disclosed on the certificate of insurance and no deductible or retention may exceed $25,000 without the prior written consent of the County. Contractor is responsible to pay any amounts within the deductible or retention amount.

6. Additional Insureds. The County, its agents, officers, elected officials and employees must be named as additional insureds with respect to Contractor’s services to be provided under this Contract. All

7. liability insurance policies, with the exception of professional and/or workers compensation policies, must be endorsed to show this additional coverage.

8. Insurance Certificates. Contractor shall deliver to the County, prior to the commencement of the work, a certificate of insurance evidencing all policies required by this contract including additional insured provisions afforded by the policy. This requirement can be satisfied by providing a copy of the coverage form and/or the endorsement(s). Further, it is an affirmative obligation upon the Contractor to advise the Contract Administrator within two business days of any substantive change of any insurance policy or endorsement set out herein, and failure to do so shall be construed to be a breach of this contract.

9. Subcontractor Insurance. Contractor shall require and verify that all of its subcontractors of any tier provide insurance coverage and limits identical to the insurance required of the Contractor under this contract, unless this requirement is expressly modified or waived by the County.

10. Survival. The terms, conditions, representations, and all warranties contained in this contract

EXHIBIT B STATEMENT OF WORK

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____________________________________________________________________________________________________________ Exhibit B – Statement of Work Page 9

1. GENERAL INFORMATION 1.1 Purpose and Scope of Goods and Services

Contractor shall provide concession food and beverages, including beer, wine and distilled spirits, for sale to the public at the Washington County Fair Complex. All concession services shall be performed in the highest professional manner, and in accordance with the current industry standards. Unless the means or methods of performing a task are specified elsewhere in this contract, Contractor shall employ methods that are generally accepted and used by the industry.

1.2 Definitions “Agreement” shall refer to the contract executed between the Concessionaire and Washington County in accordance with these specifications and the Concessionaire's proposal submitted and accepted by Washington County, all of which will be incorporated into the Agreement.

“Alcoholic Beverages” shall refer to all alcoholic drinks, spirits, beers and wines, regardless of where they are provided, in what packaging or format, or to whom they are provided. “Catering” means the activity of providing food and beverages, including alcoholic beverage during an invitation-only, semi-public or private event. Generally, participants pay a single fee for food and non-alcoholic beverages to the event promoter or producer. Alcoholic beverages can be provided by a hosted or non-hosted bar or beverage service. Events generally include business meetings, picnics, weddings, conferences, special meetings or social occasions. The food service can be by a plated table service or buffet. Catering services can be provided by the Contractor OR an off-site contractor. “Concession” means the operation by Contractor of concession services and facilities within the Concession Area. “Concession Area” means the areas and facilities within the boundaries of the Washington County Fair Complex to be occupied, maintained or operated by the Contractor for the purpose of providing approved concession services under the Contract and more specifically described in Exhibit C (Concession Equipment) and Exhibit D (Concession Sites). “Concession Fee” means the fees set forth in Section 7 that Contractor shall pay to County in exchange for the use of County property to provide concession services to the public under this Contract. “Concession Sales” shall refer to all sales of concession food and beverages sold from permanent or portable concession stands or roving vendors to individual customers. “Concession Stand” is a permanent, semi-permanent or portable structure from which food or beverage items are sold during an event. Stands would be located within the Washington County Fair Complex “Contractor” refers to that Bidder selected by County to provide the services set forth in this agreement. Term can be used synonymously with “Concessionaire.” “County Fair” means the annual event held each year at the Washington County Fair Complex under the direction of the Washington County Fair Board. “Event Promoter” means client of County who produces events. “Event” means a show, meeting or activity that is held at the at Washington County Fair Complex for such purposes. Events include, but are not limited to: Consumer Shows, Conference and Trade Shows, Corporate Meetings, Banquets and Receptions, Sporting Events, Fundraisers, Festivals, Spectator Events and Animal shows. Excludes the annual Washington County Fair. “Goods” means food and beverages (including alcoholic beverages), equipment, materials, and supplies that are used in the day to day operations of the concessions that are described in this Contract and which need to


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be replenished or replaced on a regular basis to continue the operations. Goods include those items that may be offered for sale to visitors of the Concessions. “Gross Revenue” means the gross income received by the Contractor from all sources as a result of the Work required or permitted by this Contract before deducting Contractor’s operating expenses. “Portable Concession Stand” means a temporary or mobile structure consisting of either a canopy, trailer, pod, cart or food truck from which food or beverage items are sold during an event. “Services” means the operation and supervision of the concessions that are described in this Contract, including those services more specifically described in Section 2 below. “Term” refers to the period of time beginning on the Contract Commencement Date and ending on the date provided for in the Agreement or as terminated pursuant to the terms and conditions set forth in the Agreement. "User" shall refer to any person or entity that enters into any agreement for the use of Washington County Fair Complex facilities for an event or purpose. “Washington County Fair Complex” refers to all property and buildings, including the Wingspan Event and Conference Center (WECC), owned, leased, used or controlled by Washington County located south of Cornell Rd, north of the Max blue line tracks, east of 28th Avenue and west of Brookwood Parkway in Hillsboro Oregon. The Fair Complex is also referred to as the Washington County Fairgrounds and Westside Commons. Can also mean the Washington County department that manages the Fair Complex property. “WECC” means Wingspan Event and Conference Center, owned and operated by Washington County, and located at the Washington County Fair Complex, 801 NE 34th Ave, Hillsboro OR 97124.

“Work” means the Goods and Services. 2. CONTRACTOR’S OBLIGATIONS 2.1 Operation of Concessions During Events

EVENTS: A. Alcoholic Beverages for all events will be provided by Contractor (OLCC license holder).

B. Contractor shall provide food and beverage concession or catering services as described in this Contract

during Events where the general public is invited or admitted to the event or as otherwise required by the County

C. Event Promoters have the option of utilizing their own caterers for private Events.

D. Examples of Events where the Contractor may not be the primary provider of Goods or Services are as

follows:

i) Certain public Events where food or beverages are an integral part of the event, AND the title name of the event contains wording that refers to food, the consumption of food and beverage. Examples: Wine and Food Festival; The Bite; and Crab & Blues Festivals.

ii) Certain public Events where food and beverages or samples thereof are given away by vendors, to the

show attendees at no cost for the purpose of self-promotion, sponsorships or product marketing. Examples: Chamber of Commerce Showbiz, Wedding and Bridal Shows, and Food Service company trade shows.

iii) Certain public Events where it is determined by the Contractor and the County that insufficient revenue is

expected to be generated. In such cases, County may allow the Event Promoter to use alternate concession services.


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iv) Certain public Events operated by a non-profit where food is served by a non-profit and approved as such

at the sole discretion of County. v) The annual County Fair.

2.2 Small Event Catering

Contractor will provide routine catering/coffee/snack services for smaller Events that do not contract with an outside catering/coffee service or any event that has not contracted with an outside caterer.

2.3 Customer Service and Training Contractor must have established operational procedures and on-going training in providing efficient and effective service to customers. Training must include training in food service and safe food-handling for employees. Contractor shall maintain a current employee manual that addresses all customer service and food handling training programs. Copies shall be on file with County.

2.4 Food and Beverage Service Standards

A. Contractor shall have food and beverage preparation and service standards in effect that meet or exceed the

following minimum standards: i) Food preparation and serving safety shall use industry’s best practices and follow all federal, state and

county regulatory guidelines for food preparation and serving.

ii) Food presentation and appearance shall be appealing to customers. iii) Food servers shall always maintain a professional appearance. Contractor shall provide uniforms and

visible identification for its employees while working at the Washington County Fair Complex. County reserves the right to require the use of County uniforms which will be provided to Contractor at cost.

iv) All serving and condiment stands shall always be kept clean and immaculate. This includes before,

during, and after events.

B. Contractor shall provide on-site management during all events where Work is to be provided. C. Contractor shall provide on-going training in food service and safe food-handling to its employees on a regular

basis and shall provide County documentation immediately upon request. 2.5 Meeting with Principals

Contractor’s owner(s), CEO, or principal stockholder shall visit Washington County Fair Complex no less than once per month. While on site, said person shall make personal contact with designated member of County management staff for the purpose of discussing monthly sales, reviewing past events, and previewing upcoming events.

2.6 Sponsorships

2.6.1 Contractor recognizes County’s right to establish exclusive sponsorship relationships with product and service providers. The number of sponsorships varies on a yearly basis. Contractor shall not engage in any sponsorship relationships at the Washington County Fair Complex without prior written approval from County management staff.

2.6.2 County and Contractor will mutually agree upon Food and Beverage sponsorship. Food and Beverage

sponsorship will be agreed upon based on what will be in the best interest of the County.


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2.7 Cultural Diversity and Special Events

Contractor shall prepare foods and beverages reflecting the cultural diversity of the customer to the greatest extent possible or may sub-contract for specialty cultural foods and beverages.

2.8 Use and Promotion of Oregon-based Food and Beverage Products

Contractor shall use its best efforts to utilize Oregon-based food and beverage products wherever feasible and whenever requested by promoters or County.

2.9 Concession Stand Operations Plan

Contractor shall maintain an operations plan that clearly outlines methods that best describe menu diversity, pricing and aesthetics of concessions stands for use at Washington County Fair Complex.

2.10 Licensing by Oregon Liquor Control Commission and Alcohol Beverage Operations Plan

2.10.1 Contractor shall register with the Oregon Secretary of State and submit an application to the Oregon Liquor Control Commission to begin the licensing approval process and meet other requirements posed by the OLCC.

A. Contractor shall obtain a license from the Oregon Liquor Control Commission (OLCC) for a "Full On-Premises

Liquor License (License Code F-PL) with pre-approved Caterers Endorsement" for the entire Washington County Fair Complex facility and shall maintain the license for the term of the Contract. The purpose of the license is to permit Contractor to operate at any location on the Washington County Fair Complex during Events as permitted by County. Contractor shall provide a copy of the license and other documentation acceptable to County, to confirm on-going status of license for the term of this Contract.

B. Contractor shall develop an OLCC approved Plan to Manage and Compliance Plan.

C. It is Contractor’s responsibility to maintain compliance with all OLCC rules and regulations.

D. County will provide Contractor with documentation required by OLCC to show legal access to County facilities, where alcohol will be sold to the general public, which must be included with Contractor’s license application.

E. Contractor is the Exclusive provider of alcoholic beverages to the Washington County Fair Complex 2.10.2 In the event Contractor does not receive the OLCC-approved license within 90 days of the date of award, County

may, at its sole discretion, terminate the contract with the Contractor under Section 12.1.B and 12.5 of the Contract.

2.10.3 Contractor shall prepare and maintain an “Alcohol Beverage Operations Plan” that includes operational methods

that address the extra challenges that alcohol service brings for Washington County Fair Complex events. Copies shall be on file with the County.

2.11 Professional Conduct Contractor shall conduct its business in a competent, highly professional manner and in accordance with all laws (for example, ordinances, Washington County and Washington County Fair Complex rules and regulations, Fire Marshal regulations, Oregon Liquor Control Commission (OLCC) and Washington County Health regulations) and the highest industry standards. Unless the means or methods of performing a task are specified elsewhere, Contractor shall employ methods that are generally accepted and used in the industry. Contractor shall pay all regulatory license fees that are required for operation of any Concession.

2.12 Access for Inspections. Contractor shall allow County and other regulatory agencies and their authorized representatives to access the Concession Area for purposes of inspection, construction, maintenance, repair, protection, or any other necessary activities related to the Concession anytime whether or not the Concession is open to the public.


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2.13 Cash Registers/Point of Sale Systems

For all Events, Contractor must use a cloud-based Point of Sale (POS) system approved by County. Contractor will set up, maintain and use the system appropriately for all Events to include the acceptance of credit cards. Contractor will coordinate the system with their own banking requirements for credit cards. All real-time reporting will be available to contractor and County management via cloud-based software.

2.14 Expenses Contractor shall bear, at its own expense, all costs of performing the Work, including but not limited to labor, fees,

licenses, insurance, taxes and all consumables. 2.15 Contractor’s Menus and Pricing.

A. Contractor may only sell Goods mutually agreed upon by the County and the Contractor in accordance with

this section.

B. Three (3) months prior to the end of the calendar year, unless otherwise directed by County in writing, the Contractor will submit proposed menu, portions and pricing of Goods to be offered for sale by the Contractor in the coming calendar year.

C. Products, service and prices charged by the Concessionaire shall be comparable and competitive to prices of

concessions at other fairgrounds and event facilities in the Metro Area. Pricing must be competitive with similar facilities in the region but must also meet County’s goal to provide value priced, high-quality products, service and presentation.

D. Special Pricing and Promotions: County may implement special promotions that could affect the Contractor’s

menu pricing. County will make every effort to solicit input from Contractor before implementing such promotions; however, County reserves the right to make the final determination as to special pricing or promotions, and Contractor shall be required to participate in any such promotions.

2.16 Storage of Goods. Any storage of equipment or materials on-site will be at Contractor’s risk. 2.17 (Reserved) 2.18 Periods of Operation for Events.

A. Concessions must be open for business during all Events as requested by County or an Event Promoter. B. Dates, hours of operation, and locations requiring Work shall be provided to Contractor in writing at least ten

(10) days in advance on an event-by-event basis, depending on the events scheduled through County’s On-Site Coordinator.

2.19 (Reserved) 2.20 Delivery Vehicles for Events.

For Events, Contractor shall use its best efforts to deliver Goods prior to each Event as scheduled. Should the need arise for deliveries during the Event; such deliveries will be made as to not impair the operation of the Event.

2.21 Concession Manager and Contractor’s Employees.

A. Concession Manager


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i) All Concession activities shall be operated under the supervision of the Concession Manager. He/She

shall be expected to be well qualified with prior and similar experience of at least three (3) years at a management level. County Management reserves the right to approve the selection of the Concession Manager, including interviewing, prior to a commitment to employ. If the Concession Manager or the alternate is unsatisfactory to County management, the Concessionaire shall, within ten (10) days the Concessionaire will present additional candidate(s) for consideration. It is of the utmost importance that changes in management be at an absolute minimum.

ii) The Concession Manager shall train and closely supervise all concession employees so that they are

aware of and habitually practice the high standards of cleanliness, courtesy and service required.

iii) The Concession Manager must set the standards for performance by example. Therefore, he/she shall meet, at a minimum, the performance standards for Concession employees, except the requirement for a uniform.

B. Contractor’s Employees.

i) Contractor shall be responsible to supply, schedule, and supervise its employees. Contractor’s employees shall be well-trained and experienced in providing the Work. Contractor shall ensure staffing levels sufficient to meet customer needs at all times the Concession is open to the public.

ii) Contractor shall ensure its employees behave in a professional, courteous manner to all customers,

vendors, and County staff. At the request of County, Contractor shall immediately remove any employee exhibiting unprofessional manners, which includes, but is not limited to, the use of profanity, inappropriate clothing, and combative, aggressive or unsafe behavior.

iii) Contractor shall ensure its employees are at all times well-groomed with clothing in neat and clean

condition. Clothing must be free of any form of advertising except that of the Concessionaire or County. All employees shall wear name tags in a location on the uniform where the first name is visible to customers. County may require Contractor to wear County uniforms which shall be provided to Contractor at County cost.

iv) Contractor shall keep accurate records (including the names and contact information) of all of its

employees that are working at any Concession. Contractor shall immediately provide the records to County or other state or local agencies upon request.

v) Criminal History. Contractor hereby represents and warrants that Contractor has performed criminal

history checks on its employees to determine hiring eligibility based on the following County criminal history clearance criteria:

No convicted sex offenses; No convicted person-to-person crimes; and No convicted felony thefts.

vi) Removal of Contractor’s Personnel. In the event that Contractor’s employee(s) is found by County to be

jeopardizing safety or security, or to be violating any provision of the Contract, County may require Contractor to remove such employee(s) from providing Work under the Contract. Contractor shall promptly remove any such employee and promptly provide a replacement when requested by County management.

vii) The only Concessionaire employees admitted to events without charge are those actually working an event. At no time will the Concession Manager permit free entrance of anyone who is not a working employee.

viii) Drinking alcoholic beverages and/or the use of controlled substances on the job will not be tolerated.

Infractions will bring immediate dismissal and removal from Fair Complex.


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ix) Smoking and/or vaping by Contractor and /or Contractor’s Employee is not permitted anywhere on the Washington County Fair Complex premises.

2.22 Janitorial and Trash Disposal.

A. Contractor shall be solely responsible for janitorial maintenance and trash removal from preparation areas of

Contractor’s primary use and within the boundaries of Concession Areas. Trash placed in pre-designated areas by Contractor’s customers will be removed by County.

B. Contractor shall participate in recycling or composting programs provided by County. Failure by Contractor to

cooperate with recycling efforts is a substantive breach of this agreement.

C. For Events, Contractor shall be solely responsible for removal and disposal of grease and oil, and any costs incurred.

2.23 Routine Maintenance of Concession Area

Contractor shall perform those activities necessary to maintain all Concession Areas, Kitchen Equipment and associated systems in working condition and appearance that is acceptable to County, including but not limited to the following: A. Contractor shall maintain the Concession Areas in a clean and organized condition, free of debris, paper, and

garbage. B. Public serving areas, including but not limited to counters, display cabinets, and portable condiment stations,

will be modern, in good repair, and aesthetically pleasing. C. Contractor shall dispose of gray water only in appropriate sanitary drains. In the event Contractor improperly

disposes of gray water, Contractor shall pay 100% of the cost of removing the gray water and repairing any damage resulting from Contractor’s improper disposal. Improper disposal of gray water will constitute a material breach of the Contract and may result in a Notice of Default.

D. County shall engage and supervise exterminators at its own expense to control vermin and pests in

concession areas as is necessary.

E. County shall determine acceptable performance levels relative to set-up, maintenance and sanitary conditions. County reserves the right to inspect Concessionaire’s operation at any time and to stipulate additional measures as deemed necessary.

2.24 Equipment and Facilities.

A. Parties will review the WECC Kitchen Equipment for the purposes of establishing the operational condition of

the equipment, identifying any equipment that is outdated or otherwise unsuitable for Contractor’s or Caterers purposes, and identifying any equipment that may be removed or placed in storage by County. County and Contractor will update the WECC Equipment List no later than October 1st of each year for the term of the Contract.

B. Contractor shall provide to County a “Contractor’s Equipment List” intended for use in the WECC Concession

stands and the purchase invoices that support the cost and condition of the equipment detailed in Exhibit C. All Contractor’s equipment must be tagged or otherwise clearly marked by Contractor within 30 days of the execution of this Contract and any extension thereof. Contractor shall provide the initial list to County within 30 days of delivering any equipment to WECC. Contractor shall update the list within 30 days of delivering or removing any equipment to or from WECC. In addition, Contractor will update the Contractor’s Equipment List no later than October 1st of each year for the term of the Contract.

C. Parties will inspect the WECC facilities intended for Contractor’s use for the purposes of documenting the

condition of the facilities, repairs to be completed by County, and minor improvements to be completed by


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Contractor. County will provide copies of the results of the inspection to Contractor. The Parties will negotiate a timeline for completion of repairs and minor improvements.

D. Parties will identify and document those facilities and all equipment for which Contractor has care, custody,

and control. 2.25 Repairs and Maintenance.

A. Damage Caused by Contractor: Contractor is responsible for 100% of the cost to repair any damage to

County-owned equipment and facilities that results from the negligent or intentional actions of Contractor. B. Ordinary Repairs and Periodic or Scheduled Maintenance: Contractor is responsible for 100% of the cost of

ordinary repairs and periodic or scheduled maintenance of County-owned equipment, facilities in the Concession Areas. This includes, but is not limited to repairs to floors, walls, ceilings, plumbing, electrical, exhaust systems, range hoods and other parts of the Concession Area facilities and systems that become damaged or worn as a result of Contractor’s authorized activities under this Contract.

C. Damage Caused by County: County is responsible for 100% of the cost to repair any damage to County-

owned equipment and facilities and Contractor owned equipment caused by negligent or intentional actions of County.

D. Contractor is responsible for 100% of the cost to repair and maintain Contractor owned equipment.

E. All repairs and maintenance on County owned equipment facilities shall be performed by the County. County

will invoice Contractor for repairs and maintenance. Contractor shall pay invoice within 30-days.

2.26 Alcoholic Beverages

A. The Concessionaire must, at its sole expense, secure and comply with all requirements for licensure by the Oregon Liquor Control Commission (OLCC), and exercise prudent, reasonable and experienced judgment in the serving of alcoholic beverages. The ultimate responsibility for serving alcoholic beverages rests with the Concessionaire.

B. County and Contractor will determine at which events alcoholic beverages will be sold and the locations of the

sales areas. All sponsorships related to alcohol must have the approval of County. C. The Concessionaire will discontinue all alcoholic beverage sales if directed by County management, O.L.C.C.

or law enforcement. D. If at any time during the Agreement the Concessionaire is not permitted to sell alcoholic beverages due to a

lack of license, because its employees or agents had not exercised normal and reasonable precautionary measures to safeguard the privileges of the license, it will be considered a significant material breach of contract. Additionally, the Concessionaire shall pay County an amount equal to the most recent like- event where alcoholic beverages were sold, calculated on a per cap basis.

E. In the event of a termination of the Agreement, either through completion of the term thereof or through

termination for cause, the Concessionaire shall surrender upon demand any liquor license in effect for alcoholic beverage sales at Washington County Fair Complex and transfer any such licenses to the succeeding Concessionaire, if allowed by law.

2.27 Emergency Procedures; Reporting.

A. Contractor shall immediately contact County Management staff, or designee, and emergency services, if appropriate, to report any incidents or situations that jeopardize public health or safety.

B. Contractor shall contact County Management Staff or its designee as soon as practical to report any incidents or situations that result in damage to County property, damage to any personal property, or injury.


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2.28 Restricted Activities. Contractor shall not engage in any of the activities set forth below without County’s prior written approval:

A. Construction of any structure or modifications to, alterations to, improvements to, or relocation of any existing

structures in the Concession Area. Any approved construction or improvement will become the property of County upon Contract termination unless otherwise approved by County.

B. Display of signs, advertising materials, notices, billboards, or other similar objects, outside of the Concessions

without prior written authorization by County. Contractor is not permitted to advertise or issue discount coupons on food or beverages without the express written permission of County.

C. Hand written or handmade signage is prohibited.

D. Advertisements on cups, t-shirts, caps, aprons, hats, table cards, menu boards, or other similar objects must

promote only Contractor’s food or beverages.

E. Use of hazardous materials: Contractor must notify County in writing prior to using products containing hazardous chemicals to which County employees or any other person may be exposed. Products containing hazardous chemicals are those products defined by Oregon Administrative Rules Chapter 437. Upon WECC's request, Contractor must immediately provide Material Safety Data Sheets for such products.

2.29 Food Quality.

A. The following items offered for sale or used in items offered for sale must meet the standards stated here. Deviations from these standards require prior written approval from County.

i) Meat and Meat Products: Contractor must use USDA-approved meat and meat products from a licensed

supplier who complies with all laws pertaining to food processing and labeling. Contractor must handle and cook meat and meat products according with the guidelines and at the appropriate temperatures determined by the Food and Drug Administration/ Hazard Analysis Critical Control Points policies for food safety standards for each type of meat and meat product.

ii) Dairy Products: Only 100% real dairy products may be used. Dairy product substitutes such as imitation

cheese for pizza may not be used. Sauces for nachos and other products must be made of real dairy products.

iii) Soft Drinks: Size, Price and Quality: For fountain soft drinks, ice must be available and must be limited to

1/2 cup or less. At least two of the following three sizes must be offered - 20-ounce, 24 ounce or 32 ounces. Twelve- or 16-ounce cups may be used only as part of a “Value Meal.” Fountain drink prices are regulated by WECC and will be specified on the approved menu of Contractor. Post or pre-mix fountain drinks must be regulated to soft drink vendor’s specifications.

iv) Styrofoam, Straws and Lids: The use of Styrofoam products to serve food and beverages is prohibited in

all circumstances. Recyclable drinking cups, straws and food containers are preferred for recycling and sustainability purposes. Lids and straws for all drinking cups, except those used to serve alcoholic beverages, must be available and offered to beverage customers.

v) Drinking Water: If water is available at the site, Contractor must make water available at no cost to

patrons. Delivery of free water shall be in a cup no smaller than 3 ounces. Addition of ice to free water is not a requirement.

B. Food Preparation, Serving, and Hygiene: All food and beverage concessionaires operating at the Westside

Commons/WECC must comply at all times with the Washington County rules and regulations for temporary restaurants. Washington County will inspect concession sites and expect them to comply with county rules as well as the rules of the Oregon Department of Human Services.


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At least one person on duty per concession site must have a valid Washington County Food Handler Card or ServSafe Certification.

2.30 Contractor shall not remove any County property, including storage containers, portable concession stands, pods, equipment, materials, or supplies from the Concession Areas without prior written authorization by County. Removal of County property by Contractor will be material breach of this Contract, pursuant to Section 12.1 (B) of the contract.

2.31 Moving and Relocation of Concession Stands

A. Contractor shall request in writing, 10 days prior to each Event, for the term of the Contract, movement or relocation of temporary concession stands, storage units, or other fixtures to be completed by County at Contractor’s expense. Any movement or relocation of concession stands, storage units or other fixtures in support of Events must be approved by County.

B. In the event Contractor receives notice of an Event less than 10 days prior to the Event, County will take

immediate action to review Contractor’s request to move or relocate temporary concession stands, storage units, or other fixtures. Any movement or relocation of concession stands, storage units or other fixtures must be approved by County and will be completed at Contractor’s expense.

3.0 Contractor Access to the Washington County Fair Complex. Contractor hereby represents and warrants that Contractor and Contractor’s employees will access Washington

County Fair Complex and its facilities for the sole purpose of providing Work ordered under the terms of this Contract. Contractor and Contractor’s employees will not attempt to gain access to the Washington County Fair Complex for the purpose of attending events without purchasing admission tickets.

4.0 COUNTY’S OBLIGATIONS

4.1 Use of County Commercial Kitchen Area, Facilities, and Equipment. Contractor shall have first right of

refusal to use County owned equipment in the concession areas. Under this provision, if Contractor elects to use the commercial kitchen located in the WECC, it is understood that such use is on a non-exclusive basis, and the kitchen must be shared with other caterers and/or concessionaires as requested by County.

4.2 Concession Area, Facilities, and Equipment for WECC Events. County will provide the areas and facilities for

permanent or portable Concession Stands and kitchen and preparation areas for Contractor’s use when providing Work for WECC Events.

4.3 Utilities.

A. County will provide, at no cost to Contractor, electricity, water, and natural gas, as needed in the Concession Area to operate the Concessions. Utilities will be available to Contractor at all times the Concession is open to the public during Events. Utilities do not include propane tanks, CO2 tanks, or any refills.

B. County’s licensed electrician and plumber will provide all connections, including labor, supplies, and

materials, at Contractor’s expense. Services provided by the County’s electrician must be approved by County management and scheduled at least 5 working days in advance.

4.4 Storage.

A. County will provide storage of Contractor’s supplies and materials, including but not limited to food stuffs, ice, and cups. Contractor is solely responsible for the security of its equipment, materials, supplies and all consumables.

C. For the term of the Contract, Contractor shall have sole use of an on-site storage area with a locked area for

all alcoholic beverages.


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D. County will work with Contractor to attempt to provide temporary storage for contractor equipment and Trailer from time to time for special events.

5.0 WARRANTIES Contractor hereby represents and warrants that:

A. Contractor and its employees shall perform all Work in a professional manner and in accordance with the highest industry standards and any applicable Oregon law and rules pertaining to the Work.

B. Contractor has available to it sufficient supplies, materials, consumables, and personnel to perform the Work

ordered for Events during the term of the Contract. 5.1 Warranties Cumulative. The warranties set forth in this section are in addition to, and not in lieu of, any other

warranties provided. 6.0 ALTERNATE SOURCES County may obtain the specified Work from a source(s) other than the Contractor under the following

circumstances: Work donated, for example as part of a sponsorship agreement; and Work purchased from an alternate source to meet an immediate need because Contractor is unable to provide the required Work ordered by County in the quantities and within the timeframe requested.

7.0 COMPENSATION PROVISIONS 7.1 COMPENSATION TO CONTRACTOR

Subject to the terms of the Contract, including Section 7.2 of this exhibit, Contractor may retain as compensation for the Work, all Gross Revenue received by Contractor during each month a Concession is open and operated by Contractor.

7.2 CONCESSION FEE

A. Contractor shall pay County a Concession Fee in the amount of twenty-five percent (25%) of gross sales of all food and beverage, excluding alcohol beverages that Contractor sells at the Washington County Fair Complex. In the event this contract is extended pursuant to Section 2.3 of the contract, the parties will renegotiate the concession fee and consider a tiered percent of gross sales.

B. Contractor shall pay County a Concession Fee in the amount of thirty-five percent (35%) of gross sales of all alcohol beverages that Contractor sells at the Washington County Fair Complex. In the event this contract is extended pursuant to Section 2.3 of the contract, the parties will renegotiate the concession fee. Alcohol beverages (bottled, canned, or draft) include: i) Beer, ii) Wine, iii) Malt beverages, iv) Distilled spirits, and iv) Cider

C. Contractor shall pay County a Catering Fee in the amount of Eight percent (8%) of gross sales of all catered food and beverage, including alcoholic beverages that Contractor sells at the Washington County Fair Complex. This Catering Fee is part of the Contractor’s cost of doing business. Contractor shall include the Catering Fee in prices proposed, quoted, estimated and/or charged to Event Promoters or other catering clients. Portraying this Catering Fee, verbally, in writing, or otherwise as an additional fee charged by County will be a material breach of this Contract, pursuant to Section 12.1 (B) of the contract. Gratuities and/or service charges shall be excluded from gross sales receipts to the extent paid out to the Concessionaire’s service employees. Any gratuities and/or service charges not paid out as defined shall be included in the payments covered in this paragraph.

D. Parties will negotiate Concession fee for food and beverages resulting from County’s exclusive sponsorships

agreements in accordance with Section 2.6 of the contract.

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8 REVENUE REPORTS 8.1 Event Sales Reporting

For the purpose of calculating percentage payments due to the County, each “business week” shall be Thursday through Wednesday. Percentage payments due to County shall be made within ten (10) days following the close of business each “business month”. As a key performance standard, the Concessionaire expressly agrees to keep all payments due to County current at all times.

A detailed event report on an approved form shall accompany each payment for each activity or event. The report shall be for total gross sales recapped in total for multiple day events.

9.0 REMITTANCE OF CONCESSION FEES AND COPIES OF SALES REPORTS Contractor shall submit to County all Concession Fees and a copy of all sales reports to County as follows:

9.1 All Concession Fees and Copies of Sales Reports must be submitted to:

Washington County Fair Complex Attn: Finance Department 801 NE 34th Ave Hillsboro, OR 97124

9.2 A second copy of each sales report must also be submitted to the County Event & Fair Supervisor. 10 Records, Accounting and Audit

10.1 The Concessionaire shall procure and keep in force during the life of the Agreement all permits and licenses

required by laws and regulations of the State, Washington County and the City of Hillsboro.

10.2 The Concessionaire shall maintain all accounting records and documents regarding the operations at The Washington County Fair Complex for the term of the agreement, all in accordance with generally accepted accounting principles. County may prescribe the form of records to be kept by the Concessionaire in accordance with this provision. Concessionaire shall submit annual financial statements within sixty (60) days following the end of each year of the contract. For the final year of the contract, or upon termination as provided, the Concessionaire shall submit financial statements from its last calendar year end to the contract termination date.

10.3 The Concessionaire shall, on reasonable demand, make available to County all record books of accounting and statements maintained with respect to operations at the Washington County Fair Complex. The Concessionaire shall also permit designated agents of the County to make periodic inspection of the operations of the Concessionaire at the Washington County Fair Complex.

10.4 Concessionaire shall submit to County, no later than sixty (60) days after the close of each calendar year, (January 1 through December 31) during the term of this contract a notarized operation statement, certified as correct and signed by the officer of the company. Said notarized statement shall contain an appropriate certification that all gross receipts during the yearly accounting period covered by said statement shall have been duly and properly reported to County upon the terms and conditions of this contract. Washington County reserves the right to audit the records of the Concessionaire.

10.5 The Concessionaire and County reserve the right to “shop” all operations of the Concessionaire through employment or use of individuals or by contract with an organization. The Concessionaire shall take immediate action for discrepancies to pay County for any gross receipt shortages found, and to dismiss any dishonest employees that the shopping services has discovered.

11 ADDITIONAL CONTRACTOR SCOPE OF WORK 11.1 Scope of Work


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Contractor shall provide oversight of food and beverage services at the WECC to insure to highest level of customer experience, coordination with WECC staff/event promoters and upkeep of the WECC including:

A. Coordination of outside Caterers’ arrival, access, performance and cleanup. B. Identifying and responding to customer needs. C. Ensuring compliance with health and safety regulations. D. Attending regular meetings with the WECC staff to foster communication, coordination and performance

feedback. E. Developing strong working relationships with WECC staff, Clients and Caterers. F. Ensuring catering partners maintain the highest standards, quality and best practices. G. Ensuring food and beverage services meet or exceed financial targets.

11.2 Compensation

A. Contractor shall bill WECC monthly for additional services provided under Section 11 at $40/hour. B. Contractor and the WECC will mutually agree to a monthly budget for additional services provided. C. Contractors monthly billing for additional services may not exceed the budget without prior authorization from

the WECC.

EXHIBIT C CONTRACTORS CONCESSION EQUIPMENT

____________________________________________________________________________________________________________ Exhibit C – Contractors Concession Equipment Page 22

Contractors Concession Equipment: Contractor shall provide a list of Contractor owned and/or leased equipment that is being used in the WECC to the County no less than 15-days prior to the official public opening, date to be determined, of the WECC. 1.. The list must include asset #, equipment description, model number, serial number, condition, location of the equipment in the WECC, original date manufactured, purchase date, cost and useful life. 2.. The list must be updated annually.

EXHIBIT D CONCESSION SITE MAPS

Exhibit D – Concession Site Maps Page 23

Documents

WASHINGTON COUNTY CONTRACT FOR SERVICES FOOD AND … · 1 day ago · Washington County Fair Complex for the term of the agreement, all in accordance with generally accepted accounting