Request for Proposals Vending Services For Various Sites

Transcription

1 February 1, 2018 Request for Proposals Vending Services For Various Sites Mandatory Pre Proposal Meeting Monday, February 12 at 1pm at Northbrook Sports Center 1730 Pfingsten Road, Northbrook, IL Proposal Submission Deadline: Tuesday, March 6, 2018 at 1pm At Northbrook Park District 545 Academy Drive Northbrook, IL 60062

2 TABLE OF CONTENTS Proposal Information & General Conditions Introduction, Deadline and Additional Information 2 5 Appendices Appendix A Vending Locations and Productions for Proposal 6 Appendix B Insurance Coverage and Indemnification 7 9 Appendix C Snack and Non Alcoholic Beverage Vending Proposal Appendix D Vending License and Service Agreement Exhibits Exhibit A Vending Locations and Products for Proposal 20 Exhibit B Criminal Background Investigations 21 Exhibit C Insurance Coverage 22 24

3 REQUEST FOR PROPOSAL VENDING SERVICES OF SNACK AND NON ALCOHOLIC BEVERAGE SUPPLIER 1. Introduction The Northbrook Park District (Park District) is seeking proposals from qualified firms interested in obtaining a vending license from the Northbrook Park District for: a. The installation, operation, and maintenance of snack and non alcoholic beverage machines at various parks and facilities operated by the Park District. b. Provide 20 ounce bottles and 12 ounce cans for vending, along with an assortment of water, carbonated beverages, sports drinks, and healthy drink options. c. Provide a variety of healthy, shelf stable snack products for non refrigerated snack machines and sandwiches, yogurt, fruit, fruit juices, noodles, soups and oatmeal options for refrigerated snack machines. (The Park District does not want gum products sold at any location.) d. Provide coffee, hot chocolate and tea options for hot drinks machine. e. Provide four commercial coffee makers with a hot water option for staff purpose. The District will purchase coffee, filters and other coffee supplies from vendor. The Park District deems it to be in the best interest of the users of its parks and facilities to grant a concession license for a snack and non alcoholic beverage supplier, to begin on April 1, General Conditions and Requirements This Request for Proposal ( RFP ) is only an invitation to submit a proposal and does not commit the Park District in any way to enter into an exclusive concession license with a vending service of snacks and non alcoholic beverages. In addition, the RFP does not obligate the Park District to pay any costs incurred by any respondent in conjunction with the preparation of a response to this request. The Park District s intent is to enter into a three (3) year agreement with a qualified company to provide vending services. Definition of these services: Snack and Non Alcoholic Beverage Supplier is a company who will provide vending machines and the snacks and beverages for the vending machines. The Park District s intent is to select a qualified company and enter into a license agreement for services of snacks and non alcoholic beverages including, without limitation, the following provisions: a. Licensee to provide the snack and non alcoholic vending machines at the Park District facilities as outlined in Appendix A. b. Licensee is responsible for off season storage of all vending machines not in use. c. Licensee will equip all cold beverage machines with a Vending Miser or equivalent energy saving device and equip all snack machines with a Snack Miser or equivalent energy saving device. Licensee will replace all fluorescent lights on snack machines with LED lights. Northbrook Park District Page 2

4 d. Licensee to maintain all coin operated vending machines on a seven day per week basis, if needed. e. Additional equipment such as microwave ovens and/or refrigerators (Commercial Grade/NSF approved) as needed for Park District use will be provided by the Licensee at no charge. Upkeep, maintenance, and/or replacement of the additional equipment are the responsibility of the Licensee. f. Licensee shall provide contact information (name, and cell number) for a representative that the Park District can contact nights and weekends for service. g. Licensee shall supply refund money for each location and the Licensee will replenish these funds as needed (within 24 hours of notification). h. Licensee shall work with the Park District to create a process for securing lost funds. This is especially important for vending in park locations. i. The Park District will review and approve Licensee s product pricing. Special attention will be paid to non competition between the Licensee s machines and the Park District s own concession stands. Fee increases desired by the Licensee must be approved in writing by the Park District before any changes are made. j. Licensee to pay to the Park District a percentage of revenue collected from the vending machines. Licensee s proposal should state what percentage the Park District will receive for the first year, and an escalation provision for the 2 nd and 3 rd years. k. Licensee will submit commission statements by the 10 th day of each month for each location detailing the sales per machine, subtotals per location and a check for the Park District s commissions. l. Licensee to allow the Park District or its approved operators to participate in licensee s purchase of snacks and non alcoholic beverages at reduced costs for the Park District s use in connection with Park District operated non vending concession areas. m. Licensee to maintain insurance coverage in amounts, types, and with insurers approved by the Park District (included in Appendix B). n. Licensee to fully indemnify and hold harmless the Park District from and against claims and liabilities associated or indirectly with license or licensee s vending operation. o. Licensee to comply with all applicable Federal, State and local laws, rules and regulations. The provisions of this agreement shall not apply to any individual, third parties, private residents or community group functions at Park District facilities, or special events held in parks. The Park District expressly reserves the right at any time and from time to time, for its own convenience, and without notice to do any or all of the following: a. Waive or correct any defect or technical error in any response, proposal, or proposal procedure, as part of the RFP or any subsequent negotiation process. b. Reject any and all proposals, with or without cause, and without obligation to indicate any reason for rejection. c. Modify the selection procedure, the scope of the proposed license, minimum requirements, or the required responses. Northbrook Park District Page 3

5 3. Sports Center Concessions The Northbrook Sports Center has a concessions area in addition to the vending machines. This service will be provided by an outside vendor. Staff will work with concessionaire and vendor to create an environment where both parties can be successful. 4. Qualifications The selected firm will demonstrate a proven record in providing comparable services in the operation of similar facilities. Proof of achievement in the following areas: a. Ability to provide year round service. b. Provision of clean, safe and sanitary machines and equipment that meet or exceed government or industry standards. c. Provision of trained personnel to properly service the machines and equipment. d. Maintenance of an approved counting system or other means of keeping accurate readings and records of the amount of the product dispensed from and supplied to the machines in a manner requested by the Park District. e. Provide and maintain commercial coffee machines at three locations (two at 545 Academy Drive, one at the Sports Center and one at the Leisure Center). f. Proof of insurance coverage in amounts, types, and with insurers reasonably acceptable to the Park District (Appendix B) for: 1. Workers Compensation 2. Comprehensive General Liability 3. Comprehensive Automobile Liability 4. Product Liability 5. Fire and Theft Insurance g. Providing acceptable references. 5. Informational Meeting An informational meeting will be held at on Monday, February 12, 2018 at 1pm at the Northbrook Sports Center, 1730 Pfingsten Road, Northbrook, IL Response to Requests All questions concerning this request and proposals should be directed to: Eileen Loftus, Director of Recreation , eloftus@nbparks.org. 7. Deadline All proposals must be submitted on Appendix C, and received by 1pm on Tuesday, March 6, 2018 at the Joe Doud Administration Building, 545 Academy Drive, Northbrook, IL Documents submitted in response to the RFP shall become the exclusive property of the Park District and accordingly are considered public records under the Freedom of Information Act. The Act specifically exempts proposals until a final award is made. Financial information which the firm considers to be proprietary, privileged or confidential should be clearly stamped Confidential. Northbrook Park District Page 4

6 8. Awarding of License The Park District Staff will evaluate all proposals submitted and, if a firm is selected, a license will be awarded by March 15, If approved, the license agreement will commence on April 1, Contract The Vendor to whom the project is awarded is required to enter into a contract with the Park District in substantially the same form as the Contract attached as Appendix D. Northbrook Park District Page 5

7 APPENDIX A VENDING LOCATIONS AND PRODUCTS FOR PROPOSAL Northbrook Park District Page 6

8 APPENDIX B INSURANCE COVERAGE AND INDEMNIFICATION Insurance Licensee shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property as follows. The cost of such insurance shall be borne by Licensee. A. Minimum Scope of Insurance Coverage should be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage ("occurrence" form CG ) or Insurance Services Offices form number GL 0002 (Ed. 1/73) covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability or the most recent revision. 2. Insurance Services Office Business Auto Coverage Form number CA covering Automobile Liability. 3. Workers' Compensation insurance as required by statute and Employers Liability insurance. B. Minimum Limits of Insurance Limits shall be maintained no less than: 1. Commercial General Liability: $2,000,000 combined single limit per occurrence for Bodily Injury and Property Damage including Blanket Contractual Liability. 2. Automobile Liability: $1,000,000 Combined Single Limit per accident for Bodily Injury and Property Damage including coverages for owned, hired or non owned vehicles, as applicable. 3. Workers' Compensation and Employers Liability: Workers compensation limits as required by statute and Employers Liability limits of S1,000,000 per accident and $1,000,000 per disease. 4. Product Liability $2,000,000 each occurrence $3,000,000 aggregate 5. Property Insurance Must provide coverage for all property owned and controlled by Licensee which is located on or at or serves Owner s premises. C. Deductibles and Self Insured Retentions Northbrook Park District Page 7

9 Any deductibles or self insured retentions must be declared to and approved by Park District. At the option of Park District, either: the insurer shall reduce or eliminate such deductibles or self insured retentions as respects Park District, its officers, officials. employees, volunteers, and agents; or Licensee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability a. Park District, its park commissioners, officials, employees, volunteers and agents are to be covered as additional insureds (collectively the "Additional Insureds") as respects: liability arising out of activities performed by or on behalf of Licensee including the products sold by Licensee. The coverage shall contain no special limitations on the scope of protection afforded to the Additional Insureds. b. Licensee's insurance coverage shall be primary insurance as respects the Additional Insureds. Any insurance or self insurance maintained by any of the Additional Insureds shall be excess of Licensee's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Additional Insureds. d. Coverage shall state that Licensee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the Additional Insureds for losses arising from activities of or products sold by or on behalf of Licensee. 3. All Coverages Each insurance policy required by this clause shall not be suspended, voided, cancelled, reduced in coverage or in limits except after at least thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to Park District. E. Acceptability of Insurers Northbrook Park District Page 8

10 Insurance is to be placed with insurers with a Best's rating of no less than A:VII and licensed to do business in Illinois. F. Verification of Coverage Licensee shall furnish Park District with certificates of insurance and with original endorsements if applicable effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by Park District before the commencement of the license, and insurance renewal certificates at least thirty (30) days prior to the expiration of coverage. Park District reserves the right to require complete, certified copies of all required insurance policies, at any time. Indemnification To the fullest extent permitted by law, Licensee shall indemnify and hold harmless the District, its park commissioners, officers, employees, agents and volunteers from and against any and all liability, loss, damage, cost or expense, including court costs and reasonable attorney s fees, which any such indemnified person or entity may sustain, incur or be required to pay for injuries to, or deaths of persons, or damage to or destruction of property directly or indirectly arising out of or connected with or incident to the granting of the License or the Operation of the Vending Services and the activities contemplated by this Agreement, except that the Licensee shall have no liability for damages or the costs incident thereof caused solely by the negligent or intentional wrongful act of the District. Licensee shall similarly protect, indemnify and save harmless the District, its park commissioners, officers, employees, agents and volunteers from and against any and all claims, costs, causes, actions and expenses including but not limited to legal fees, incurred by reason of Licensee s breach of any of its obligations under, or Licensee s default of, any provision of this Agreement. Nothing contained herein shall be construed as, nor shall operate as, a limitation or waiver by the District, its agents, of the immunities afforded under the Local Governmental and Governmental Employees Tort Immunity Act. Northbrook Park District Page 9

11 APPENDIX C SNACK AND NON ALCOHOLIC BEVERAGE VENDING PROPOSAL Please print or type 1. Business Name: Address: City: Zip: Phone: 2. Contact Person: Address: City: Zip: Day Phone: Evening Phone: 3. Business History: A. Number of years in business at above location: B. Number of years contact person has been in the vending/beverage service business: C. Please inform us of any other business associated with either the above business or contact person in the State of Illinois: Business name: Address: City: Zip: Phone: Business Name: Address: City: Zip: Phone: Business Name: Address: City: Zip: Phone: (If necessary, please attach an additional sheet.) Northbrook Park District Page 10

12 4. Insurance Requirements: Business submitting this proposal has reviewed with its insurance carrier all the required coverages as outlined. Can the Business submitting proposal meet all insurance requirements? Yes No Insurance Carrier: Agent s Name: Phone: Address: City: Zip: 5. Credit References: Please provide at least three credit references: A. Company: Account #: Contact person: Phone : B. Company: Account #: Contact person: Phone : C. Company: Account #: Contact person: Phone : 6. Financial Proposal: A. Monthly Commission (Percentage of sales) to be paid to Park District: Year 1: Year 2 Year 3: B. What formula will be used to determine commission? C. Provide information regarding the coffee your company sells (brand, quantity, cost): D. Does your company have any other options or proposals that you would like the Park District to consider? Yes No If Yes, please explain: Northbrook Park District Page 11

13 D. Does your company have any other services that the Northbrook Park District could use and find value in such as providing banners, marketing & promotion options, etc.? Product Availability Please attach a list of the brand names of the products you will be selling and what products or flavors are available. 8. Signature: By (Sign and Date) (Print Name) (Fax) FIRM NAME (Address) (Phone) Subscribed and sworn to before me this day of, 20. Notary Seal (Here) My commission expires: Notary Public Northbrook Park District Page 12

14 APPENDIX D SAMPLE VENDING LICENSE AND SERVICE AGREEMENT This VENDING LICENSE AND SERVICE AGREEMENT ( Agreement ) is made as of, by and between the Northbrook Park District, an Illinois unit of local government ( Park District ), and, an Illinois corporation ( Licensee ). Park District and Licensee are hereinafter sometimes individually referred to as a Party and together referred to as the Parties. RECITALS A. Licensee desires to obtain a non exclusive license from Park District to install food and non alcoholic beverage vending machines at certain facilities operated by Park District. B. Park District deems it in the best interests of Park District and the users of these facilities to grant such license to Licensee, on and subject to the terms and conditions hereafter contained in this Agreement. NOW, THEREFORE, in view of the foregoing premises and in consideration of the mutual promises hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Upon and subject to the other terms and conditions of this Agreement, Park District hereby grants to Licensee a non exclusive vending license (the License ) to install, operate and maintain snack and non alcoholic beverage vending machines of the types and at those locations provided in paragraph 5 below (individually, a Location and collectively, the Locations ). 2. The License with respect to each Location shall commence on and expire on, unless sooner terminated by Park District in accordance with paragraph 13 below (the License Term ). 3. Licensee will provide, deliver, install and maintain in good, clean, sanitary and safe operating condition and at its sole cost and expense, high quality, undamaged, user friendly and dependable automatic vending machines in accordance with the specifications provided in paragraph 5, below, and ancillary equipment and devices including VendingMisers and SnackMisers or comparable energy saving devices, necessary to provide quality snack and nonalcoholic beverage service at each Location (said vending machines and ancillary equipment and devices are hereinafter collectively referred to as the Machines ). 4. (a) Park District will provide at its sole cost and expense: (i) such utility outlets as reasonably required to operate the Machines at the Locations; and (ii) such heat, lights, electrical current, and hot and cold water as may reasonably be necessary to operate the Machines at the Locations; and (iii) garbage disposal services for the Locations. Northbrook Park District Page 13

15 (b) Licensee acknowledges and agrees that Licensee has inspected the Locations prior to signing this Agreement and that the utility services provided by Park District at the Locations are sufficient for the safe and proper operation of the Machines at the Locations. (c) Park District agrees to notify Licensee promptly of any interruptions or proposed interruptions of service. (d) Park District will be responsible for the cleaning and maintenance of all wall and floor surfaces at the Locations. 5. (a) Licensee agrees to the placement of the Machines at the Locations listed in Exhibit A, with the exact location of each Machine within the general Locations to be as approved by Park District. Licensee shall not make any changes to the agreed upon specifications without in each instance obtaining the prior written consent of Park District. (b) All Machines shall meet or exceed all applicable governmental or industry safety standards. All Machines will accept credit cards, coins, $1 bills, and high volume Location Machines will accept $1 bills and $5 bills as specified by Park District. (c) Licensee s provision of snack and beverage vending service shall at all times be sanitary and sufficient to meet public demand. All food and beverage items provided in the Machines (individually and collectively, the Product ) shall be of high quality and shall be fresh. Licensee shall adequately monitor the sales of Product from the Machines and make all adjustments necessary in servicing frequency, and in consultation with and subject to the direction of the Park District, make all adjustments necessary in Product variety and Product allocation by Location, to maximize customer satisfaction. 6. (a) All Machines will be installed, fully stocked and fully operational at each Location by the start of the first day of the License term for that Location. (b) Licensee shall, without cost to Park District, install, continuously stock, maintain, repair and service the Machines at the Locations. Licensee shall provide Licensee s services seven (7) days a week during all hours that the Locations are open to the public, to ensure that the Machines are well stocked and properly operating. Repairs and replacements of malfunctioning, damaged or destroyed Machines, or provision of a temporary, comparable substitute machine, shall be made by Licensee promptly and in no event later than twenty four (24) hours from the time of notification by Park District, unless such repair or replacement requires labor or materials from third parties in which event it shall be made no later than three (3) days from the time of notification by Park District. 7. (a) Licensee represents and warrants that it is the sole owner of the Machines. Except as otherwise provided in this paragraph, Licensee shall remain the sole owner of the Machines. Upon termination of the License, Licensee shall remove the Machines from Park District property and shall return and restore the Locations to Park District together with all equipment furnished by Park District in the condition as when originally made available to Licensee, reasonable wear and tear excepted. If upon termination of the License for any reason, Licensee fails to remove Northbrook Park District Page 14

16 the Machines within fifteen (15) days of such termination, Licensee shall be deemed automatically and without further action on the part of Park District to have abandoned the Machines, and Park District shall have the right to retain and use or to dispose of the Machines in any manner it deems desirable and the proceeds, if any, obtained from such disposition shall be and remain the sole property of Park District for having to dispose of the Machines, and shall not reduce the amount of money, if any, otherwise owed by Licensee to Park District under this Agreement. If the cost to Park District of such disposition of the Machines exceeds the amount of any proceeds received by Park District from such Disposition, Licensee shall pay Park District the amount of the deficiency promptly upon demand. (b) The Machines, Products and services shall at all reasonable times be subject to inspection of any person or persons designated by Park District or as otherwise required by applicable law. 8. (a) Licensee shall pay to Park District an annual monthly license fee (the License Fee ) as follows: of the net proceeds (for purposes of this Agreement, net proceeds shall mean all monies deposited in the Machines less change returned to the depositor without any deductions of any kind) collected from the Machines. The License Fee shall be paid to the Park District on a monthly basis thirty (30) days after the end of each month following the month to which the License Fee relates. Licensee shall maintain an approved counting system or other means of keeping accurate readings and records of the amounts and types of Product dispensed from and supplied to the Machines at each location in the manner requested by Park District and provide this information in a written accounting to Park District together with the payment of the License Fee to which the readings relate, in order to enable to the Park District to confirm the amount of the License Fee and to determine demand for Product at each Location. As an additional License Fee, the Park District shall receive from the Licensee an annual stipend of product, equaling a list price value, to be used for events, marketing or however deemed appropriate by the Park District. (b) To minimize the likelihood of theft or vandalism, all money in Machines shall be collected a minimum of once a month, or more if volume necessitates it. All money shall be removed from the Machines by Licensee s employee, placed in a drum safe or comparably secure device and removed at Licensee s headquarters. (c) Licensee shall provide Park District with a reasonably sufficient petty cash fund at each of the Locations to be used for any refunds given to patrons as the result of malfunctioning Machines. Licensee shall replenish the petty cash fund as requested from time to time by Park District. 9. (a) Licensee will provide trained personnel to properly service the Machines ( Licensee s Employees ). Licensee will select, train and direct Licensee s Employees to perform the required Northbrook Park District Page 15

17 tasks and Licensee will be responsible for their appearance and conduct while on Park District property. Licensee s Employees will wear uniforms for identification purposes at all times while on Park District property to perform the required tasks under this Agreement. Licensee represents that it has performed and will perform criminal background checks on each of Licensee s Employees assigned to service the Machines and shall confirm the absence of a conviction for any offense which would make such employee ineligible for employment by Park District pursuant to Section 8 23 of the Park District Code [70 ILCS 1205/8 23], a copy of which is attached to and incorporated by reference in this Agreement as Exhibit B. (b) Licensee s Employees will be subject to the rules and regulations of the Park District while on Park District property. (c) It is understood, acknowledged and agreed by the Parties that the relationship of Licensee to Park District arising out of this Agreement shall be that of an independent contractor. Neither Licensee nor any employee or agent of Licensee is an employee or agent of Park District and therefore it is not and they are not entitled to any benefits provided employees of Park District. Licensee has no authority to employ/retain any person as employee or agent for or on behalf of Park District for any purpose. Neither Licensee nor any person engaging in any work or services related to the License, may represent itself or himself as being an employee or agent of Park District. 10. (a) Licensee shall defend and fully indemnify and hold harmless Park District, its commissioners, officers, employees, agents and volunteers (the Park District and such other persons being hereinafter referred to collectively as the Indemnified Parties ) against and from any and all claims, damages or expenses (including attorneys fees and court costs) sustained or incurred by them or any of them and caused by the acts or omissions of Licensee s agents or employees relating directly or indirectly to this Agreement or any of the activities conducted on behalf of Licensee under this Agreement. Without limiting the scope of the foregoing obligations, Licensee expressly agrees to defend and fully indemnify and hold harmless the Indemnified Parties against and from any claim or suit alleging personal injury, property damage, sickness, or disease arising from or relating directly or indirectly to the Machines or other equipment of Licensee, or the use thereof, or the consumption or use of the Product, or the wrongful or negligent act of Licensee s agents or employees. In the event of any claim therefor, Licensee shall give immediate notice thereof to Park District and any and all other affected Indemnified Parties and they shall be entitled, at their option, to participate in the defense of such claim. Licensee shall fully indemnify and hold harmless the Indemnified Parties against and from any and all claims, damages or expenses (including attorneys fees and court costs) sustained or incurred by them or any of them and resulting directly or indirectly from Licensee s breach of any of its obligations under this Agreement. (b) In furtherance and not in limitation of the foregoing defense and indemnification obligations of Licensee, Licensee will procure and maintain during the License Term the insurance coverages provided in Exhibit C, attached to and incorporated by this reference in this Agreement, or such other insurance coverages as shall be required by the Park District s insurer or the risk management agency of which the Park District is a member. Northbrook Park District Page 16

18 11. (a) Licensee shall comply with, and cause its employees to comply with, all applicable laws, rules and ordinances including, but not limited to: local, state and federal tax laws; state and federal non discrimination laws applicable to employees, participants, invitees and licensees; workers compensation laws; state and federal wage and hour laws and any license requirements. Without limiting the generality of the foregoing, Licensee specifically agrees to comply fully with the requirements of the Illinois Human Rights Act, 775 ILCS 5/1 101 et seq., including, but not limited to, the provision of sexual harassment policies and procedures pursuant to Section of the Act, and with all federal Equal Employment Opportunity Laws, including, but not limited to, the Americans With Disabilities Act, 42 U.S.C. Section et seq., and rules and regulations promulgated thereunder to the extent applicable. All of the Machines shall be usable by persons with disabilities. (b) Licensee shall obtain at Licensee s own cost and expense any and all permits and licenses which are required with respect to the License. 12. (a) The Locations are not leased to Licensee; it is a licensee and Licensee is not a lessee thereof. (b) Licensee shall not modify or construct any structures or apparatus in or upon the Locations without the prior express written approval of Park District, or otherwise use the Locations at any time or in any manner not permitted under this Agreement. 13. Park District may terminate the License, in whole or in part, as follows: (a) In the event Licensee breaches any of the provisions of this Agreement, Park District may terminate the License immediately upon written notice to Licensee, if Licensee shall not have cured such breach within forty eight (48) business hours after Park District shall have first notified Licensee of such breach in writing or, if by its nature the breach is not capable of being cured within said forty eight (48) business hours, Licensee shall not have commenced such cure within said forty eight (48) business hours and diligently pursued same to completion; provided, however, that if Licensee shall have repeatedly breached the same or other provisions previously, Park District may terminate the License immediately without affording Licensee an opportunity to cure the breach, upon written notice to Licensee, and further provided that failure to maintain required insurance coverage shall be cause for immediate termination of the License, or the immediate suspension of the License until such insurance has been obtained and satisfactory proof thereof provided to Park District, in either case upon written notice to Licensee without opportunity to cure. (b) In the event Licensee shall have: (i) filed a voluntary petition in bankruptcy or made an assignment for the benefit or creditors; or (ii) consented to the appointment of a receiver or trustee for all or a part of its property; or (iii) an involuntary petition in bankruptcy shall have been filed in regard to License and the same shall not have been dismissed within thirty (30) days of such filing, then in said event the License shall automatically terminate. (c) Upon fourteen (14) days written notice to Licensee. Northbrook Park District Page 17

19 The Parties may mutually agree to terminate this Agreement in writing at any time. Upon termination of this Agreement for any reason, the rights and obligations of the Parties shall cease automatically except for the rights and obligations of the Parties accruing but unsatisfied prior to termination, including but not limited to any such obligations under paragraph 10. Licensee agrees that its sole remedy and damages for Park District s termination of this Agreement is to be refunded that portion of the License Fee already paid on a pro rated basis, as of the effective date of such termination. 14. All notices required or permitted to be given under this Agreement shall be deemed given when such notice is hand delivered; or when such notice is sent by facsimile transmission provided such transmission together with fax machine generated confirmation of such transmission is also sent on the transmission date to the other Party by United States mail, with postage therewith prepaid; or when such notice is deposited in the United States mail, with postage thereon prepaid, addressed to the other party at the following addressees: If to Park District: Northbrook Park District 545 Academy Drive Northbrook, IL (Fax) Attention: Eileen Loftus If to Licensee: (Fax) Attention: 15. The waiver by Park District of any breach or default under any provision of this Agreement shall not be deemed to constitute a waiver of such provision for any subsequent breach or default of the same or any other provision. The acceptance of any payment by Park District shall not be deemed to constitute a waiver of any prior occurring breach or default by Licensee of any provision of this Agreement regardless of the knowledge of Park District of such breach or default at the time of its acceptance of such payment. 16. This Agreement contains all of the terms and conditions agreed on by the Parties with respect to the subject hereof, and no other alleged communications or agreements between the Parties, written or otherwise, shall vary the terms hereto. Any modifications of this Agreement and the License must be in writing, signed by both Parties and dated on or subsequent to the date hereof. 17. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. Both Parties have participated in the negotiation of this Agreement. The rule of construction that ambiguities in contracts are resolved against the drafting party shall not apply to this Agreement. Northbrook Park District Page 18

20 18. Licensee shall have no authority or power to sell, transfer or assign this Agreement or the License or any interest therein, nor any power or authority to permit any other person or party to have any interest in or use any part of Park District property covered by the License, for any purpose whatsoever. 19. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. 20. Nothing contained in any provision of this Agreement, or any Addendum thereto, is intended to constitute nor shall constitute a waiver of defenses available to Park District under the Illinois Local Governmental and Governmental Employees Tort Immunity Act, with respect to claims by third parties. This Agreement is for the sole benefit of the Parties and nothing contained in or implied by any provision of this Agreement shall create or confer any right or benefit for or to a third party. IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by a duly authorized officer thereof, on the date indicated after such signature below. NORTHBROOK PARK DISTRICT By: Executive Director Attest: Secretary By: President Attest: Secretary Northbrook Park District Page 19

21 EXHIBIT A VENDING LOCATIONS AND PRODUCTS FOR PROPOSAL Northbrook Park District Page 20

22 EXHIBIT B CRIMINAL BACKGROUND INVESTIGATIONS (70 ILCS 1205/8 23) Criminal background investigations. (c) No park district shall knowingly employ a person who has been convicted, or adjudicated a delinquent minor, for committing attempted first degree murder or for committing or attempting to commit first degree murder, a Class X felony, or any one or more of the following offenses: (i) those defined in Sections , , , , , 11 6, 11 9, 11 14, , , 11 15, , 11 16, 11 17, 11 18, 11 19, , , 11 20, , B, , 11 21, 11 30, , , , 12 13, 12 14, , 12 15, and of the Criminal Code of 1961 or the Criminal Code of 2012; (ii) those defined in the Cannabis Control Act, except those defined in Sections 4(a), 4(b), and 5(a) of that Act; (iii) those defined in the Illinois Controlled Substances Act; (iv) those defined in the Methamphetamine Control and Community Protection Act; and (v) any offense committed or attempted in any other state or against the laws of the United States, which, if committed or attempted in this State, would have been punishable as one or more of the foregoing offenses. Further, no park district shall knowingly employ a person who has been found to be the perpetrator of sexual or physical abuse of any minor under 18 years of age pursuant to proceedings under Article II of the Juvenile Court Act of No park district shall knowingly employ a person for whom a criminal background investigation has not been initiated. (Source: P.A , eff ; , eff ; , eff ) Northbrook Park District Page 21

23 EXHIBIT C INSURANCE COVERAGE Licensee shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property as follows. The cost of such insurance shall be borne by Licensee. A. Commercial General and Umbrella Liability Insurance Licensee shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $2,000,000 each occurrence. If such CGL insurance contains a general aggregate limit, it shall apply separately to this Agreement. CGL insurance shall be written on Insurance Services Office (ISO) occurrence form CG , or a substitute form providing equivalent coverage, and shall cover liability arising from premises, operations, independent contractors, products completed operations, personal injury and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). Park District shall be included as an insured under the CGL, using ISO additional insured endorsement CG or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self insurance afforded to the Park District. Any insurance or self insurance maintained by the Park District shall be excess of the Licensee s insurance and shall not contribute with it. B. Business Auto and Umbrella Liability Insurance If applicable, Licensee shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of any auto including owned, hired and nonowned autos. Business auto insurance shall be written on Insurance Services Office (ISO) form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage equivalent to that provided in the 1990 and later editions of CA C. Workers Compensation Insurance If applicable, Licensee shall maintain workers compensation and employers liability insurance. The commercial umbrella and/or employers liability limits shall not be less than $1,000,000 each accident for bodily injury by accident or $1,000,000 each employee for bodily injury by disease. Northbrook Park District Page 22

24 If the Park District has not been included as an insured under the CGL using ISO additional insured endorsement CG under the Commercial General and Umbrella Liability Insurance required in this Contract, the Licensee waives all rights against the Park District and its officers, officials, employees, volunteers and agents for recovery of damages arising out of or incident to the Licensee s use of the premises. The Workers Compensation policy shall be endorsed with a waiver of subrogation in favor of the Park District for all activities of the Licensee, its employees, agents and subcontractors. D. General Insurance Provisions 1. Evidence of Insurance Prior to taking occupancy, Licensee shall furnish the Park District with a certificate(s) of insurance and applicable policy endorsement(s), executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth above. All certificates shall provide for 30 days written notice to the Park District prior to the cancellation or material change of any insurance referred to therein. Written notice to the Park District shall be by certified mail, return receipt requested. Failure of the Park District to demand such certificate, endorsement or other evidence of full compliance with these insurance requirements or failure of the Park District to identify a deficiency from evidence that is provided shall not be construed as a waiver of Licensee s obligation to maintain such insurance. The Park District shall have the right, but not the obligation, of prohibiting Licensee from occupying the premises until such certificates or other evidence that insurance has been placed in complete compliance with these requirements is received and approved by the Park District. Failure to maintain the required insurance may result in termination of this license at the Park District s option. Licensee shall provide certified copies of all insurance policies required above within 10 days of the Park District s written request for said copies. 2. Acceptability of Insurers For insurance companies which obtain a rating from A.M. Best, that rating should be no less than A VII using the most recent edition of the A.M. Best s Key Rating Guide. If the Northbrook Park District Page 23

25 Best s rating is less than A VII or a Best s rating is not obtained, the Park District has the right to reject insurance written by an insurer it deems unacceptable. 3. Cross Liability Coverage If Licensee liability policies do not contain the standard ISO separation of insured s provision, or a substantially similar clause, they shall be endorsed to provide cross liability coverage. 4. Deductibles and Self Insured Retentions Any deductibles or self insured retentions must be declared to the Park District. At the option of the Park District, the Licensee may be asked to eliminate such deductibles or self insured retentions as respects the Park District, its officers, officials, employees, volunteers and agents or required to procure a bond guaranteeing payment of losses and other related costs including but not limited to investigations, claim administration and defense expenses. E. Subcontractors Licensee shall cause each subcontractor employed by Licensee to purchase and maintain insurance of the type specified above. When requested by the Park District, Licensee shall furnish copies of certificates of insurance evidencing coverage for each subcontractor. Northbrook Park District Page 24