20272011_A1_RFI_Downtown_Library_Cafe.pdf

Request for Information

Downtown Library Café Concessionaire

Solicitation No. RFI 20272011

Due Date and Time:

Thursday, August 20, 2026

5:00 pm PST

CITY OF EUGENE

Central Services Finance Division/Purchasing

500 East 4th Avenue, Suite 303 Eugene, Oregon 97401

The Purchasing Office is closed to the public except by appointment.

Rev 03/2026 RFI # and Title Page 2

I. INVITATION TO SUBMIT INFORMATION

INVITATION TO SUBMIT INFORMATION

Notice to Suppliers Letters of Interest, including high-level price range information for Downtown Library Café Concessionaire will be accepted by the Purchasing Office until Thursday, August 20, 2026 at 5:00 pm PST. This Request for Information (RFI) may result in a direct award or be utilized by the City to formulate a competitive solicitation.

Project Description The City of Eugene is requesting Letters of Interest for Café Concessionaire. In general, work includes operating a snack bar located in the Entry Garden of the downtown Eugene Public Library located at 100 West 10th Avenue, Eugene, Oregon. The City wishes to compile information and establish a list of interested suppliers.

Solicitation Documents Solicitation documents may be electronically accessed by logging in to OregonBuys. To view solicitations issued by the City of Eugene, navigate to Supplier Activities, select the Open Bids icon, and choose Advanced Search. Then, click Select Organization and select City of Eugene from the list of available entities.

A copy of the Solicitation may also be obtained by emailing the Purchasing Analyst shown below.

Offerors shall submit an electronic response, including Letter of Interest and accompanying information, in PDF format via email to the Purchasing Analyst referenced below.

Letters of Interest with all accompanying information shall be submitted before the due date and time specified in the Request for Information.

Dated: July 30, 2026

Darren Schmidt Purchasing Analyst dschmidt@eugene-or.gov https://oregonbuys.gov/bso/ mailto:dschmidt@eugene-or.gov

Rev 03/2026 RFI # and Title Page 3

II. INSTRUCTIONS TO OFFERORS

1. Fill out and return the attached Standard Request for Information Form with Offeror Letter of Interest. [Note: Offeror is the word used in this document to designate the person interested in operating the café; that person is offering information so that is the term.] The City will use this information to contact Offerors about future solicitation requests. Include Offeror responses to the questions outlined in Section IV. Questions for Offerors in Offeror’s Letter of Interest.

2. Offerors shall submit an electronic response, including Letter of Interest and accompanying information, in pdf format by emailing the City’s Purchasing Analyst.

Letters of Interest with all accompanying information shall be submitted before the due date and time specified in the RFI. Offeror shall bear all risks associated with delays in email or file sharing services.

3. Letters of Interest may be withdrawn by written notification on company letterhead signed by an authorized person and received prior to the deadline for submitting Letters of Interest.

4. This RFI does not commit the City to pay any costs incurred by any Offeror in the submission of Letters of Interest.

5. PUBLIC RECORDS: This RFI and one copy of each Letter of Interest received in response to it, shall be kept by the City of Eugene Purchasing Office and made a part of a file or record which shall be open to public inspection, excepting any information that is considered trade secret under ORS 192.501(2), each sheet of such information must be marked with the following legend:

“This data constitutes a trade secret under ORS 192.501(2) and shall not be disclosed except in accordance with the Oregon Public Records Law, ORS 192.”

The Oregon Public Records Law exempts from disclosure only bona fide trade secrets, and the exemption from disclosure applies only "unless the public interest requires disclosure in the particular instance." ORS 192.501(2). Therefore, non-disclosure of documents or any portion of a document submitted as part of a letter of interest may depend upon official or judicial determinations made pursuant to the Public Records Law.

6. Questions or clarification requests shall be submitted by email to the City’s Purchasing Analyst no later than 3:00 pm, Thursday, August 13, 2026. Contents of questions and clarifications should include a reference to the page or item being addressed, the reason and any proposed alterations.

The City may limit the number of responses it provides in response to Offerors’ questions.

Therefore, the City asks Offerors to prioritize questions asked. Do not include questions with the response to the RFI.

7. Statements by City staff or its representatives are not binding on City, unless confirmed by written addendum. Addenda will issue and Offerors shall receive Addenda as follows: City will not mail notice of Addenda but will publish notice of any Addenda on OregonBuys. Addenda may be downloaded from OregonBuys. Interested Offerors should frequently check OregonBuys until closing.

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III. REQUIREMENTS / SPECIFICATIONS

INTRODUCTION

The City of Eugene (City) is accepting Letters of Interest from local vendors, and persons interested (Concessionaire), to operate the snack bar concession located in the Entry Garden of Eugene Public Library located at 100 West 10th Avenue, Eugene, Oregon. Responses to this request may result in a direct award or be utilized by the City to formulate a competitive solicitation.

In addition to being a place where everyone is welcome to spend time, Eugene Public Library offers patron’s materials to borrow books, movies, computers, music, and a variety of tools, toys, equipment, and other items for learning, creativity and fun. Also offered are free events for the public. Currently about 2,000 people visit the library each day, and approximately 150 people work at the downtown library location.

Library Values: The library would expect the service offered by the Concessionaire to be in alignment with the library’s values:

• Equitable access

• Inclusion and belonging

• Compassionate patron-first service

• Space for exploration and experimentation

• Working together to develop an environment of trust and safety. There are behavior expectations for patrons and staff that help to maintain a safe environment.

Location of Concession: The snack bar is located within the enclosed Entry Garden at the northeast corner of the building. Visitors pass through the Entry Garden to access the library. The library provides tables and seating for use in the snack bar; some of the seating will be designated for customers of the concession, and other tables will be open to the public.

Beverages with a lid are allowed inside the library. Food can be consumed in the Entry Garden, at meetings held in the building’s conference rooms, and in the children’s courtyard.

Hours of Operation:

Requested Minimum hours of operation for concession:

Monday – Saturday: 8:00am – 5:00pm

Hours when the front Entry Garden portion where the café is located is open to the public:

Monday, Friday and Saturday: 8:00am – 6:00pm Tuesday, Wednesday and Thursday: 8:00am – 8:00pm.

Sunday: 12:00pm – 5:00pm

Hours when the library is open to the public:

Monday, Friday and Saturday: 9:30am – 6:00pm Tuesday, Wednesday and Thursday: 9:30am – 8:00pm.

Sunday: 1:00pm – 5:00pm

**Note: City staff begin working in the building at 7:00am and stay until closing time.

Rev 03/2026 RFI # and Title Page 5

PROJECT DESCRIPTION

The City’s desire for concession operations is to provide high quality, fresh local food and non-alcoholic beverage options that are reasonably priced and popular within the Eugene community, as well as emphasize offering sustainable and environmentally responsible products.

Minimum Qualifications

A minimum of 3 years of business operation within the last 10 years is required. Concessionaire will be able to demonstrate adequate financial and personnel resources, experience, and the ability to sustain an enterprise that will complement and enhance the library environment and meet the contract requirement of a base fee plus percentage of net income as revenue for the library.

Obligations / Requirements of the Concessionaire:

• Staff during café hours of operation

• Inventory including, but not limited to, food, beverage, utensils, paper products, sanitation, and cleaning supplies

• Equipment operation and safety practices

• Maintenance obligations

• Point of Sale system / cash register

For a complete description of Concessionaire obligations and requirements, please refer to Exhibit B (Scope of Services) of the Sample Food & Beverage Concessions Contract.

City Provided Equipment and Facilities:

The City may provide use of the following equipment and facilities:

• On-site security personnel

• Facilities and major equipment, such as fire alarm and suppression system, heating, venting and air conditioning

• Dumpsters for garbage and recycling waste created by the preparation, sale and consumption of food and beverages sold at City facility

• Utility services, such as electricity, water, and internet connection

• Restroom facilities

• Kiosk, food display case, serving and dining area (seats up to 25), sink with running water (no stove, oven, or cooktop)

• Refrigerator, if used by Concessionaire, must be maintained for operation, safety, and cleanliness. The library will not be responsible for replacing this equipment if broken.

Proposed Concession Fees: The Concessionaire will pay a guaranteed minimum monthly fee (“Base Fee”) of $50 plus a fluctuating monthly fee based on the prior month’s net operating income (“Net Operating Income Fee”) as described in Exhibit C (Fee Schedule) of the Sample Food & Beverage Concessions Contract. Note: The Base Fee will remain fixed over the contract term.

Rev 03/2026 RFI # and Title Page 6

IV. QUESTIONS FOR OFFERORS

(Submit responses with Letter of Interest)

Submit answers to the questions below:

1. Describe your experience providing food and beverage concessions:

a. including but not limited to number of years in business (minimum of 3 years in last 10 years),

b. experience in the Eugene/Springfield area, or if existing operations are not local, describe the relationship to the community where your operation(s) exist(ed),

c. experience providing food and beverage within an established business or institution, such as retail, university, school, hospital, government, etc.,

d. how many successful food and beverage operations have you been affiliated with and where were they located?

e. What uniquely qualifies you to provide this service in the library?

f. Provide background experience for person(s) responsible for daily operation at the library concession location.

2. Describe the food and beverage offerings you would offer in the concession:

a. including but not limited to proposed menu options (including providers of the products),

b. list standards used to ensure quality and freshness of products and identify what products would be stored on-site.

3. Provide a written description c for the proposed cafe business operation:

a. including but not limited to staffing, training, and operational contingency plans (both personnel and products).

4. Describe your marketing plan:

a. How will the library concession be marketed?

b. What ideas (promotions, advertising, publicity, special events, etc.) would you have for the library concession.

c. How do you see working with the library to encourage its goals involving service to the community in conjunction with your business goals?

5. Describe your management philosophy.

a. How does it ensure that the library concession will be staffed with qualified employees?

b. How will it minimize staff turnover?

6. Describe your customer service philosophy.

a. Include customer service training programs you have taken and or plan to have your staff take.

b. Provide description (or copy) of your employee handbook.

7. Describe how your sustainability efforts, practices, and/or processes might be incorporated into or benefit the work performed or product supplied.

8. Describe your financial stability:

a. how do your financial assets allow you to undertake this project?

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Required Submittals Initial Letter of Interest Answers to the Questions asked in this document

Standard Request for Information Form Reference Form

Rev 03/2026 RFI # and Title Page 8

IV. STANDARD REQUEST FOR INFORMATION FORM

Due Date and Time: August 20, 2026 @ 5:00 pm

I, the undersigned, and authorized representative of ________________________________ (Firm Name) which is a sole proprietor __________, partnership __________, or corporation __________ have read and thoroughly understand the specifications, the RFI instructions, and all other conditions of the Request for Information solicitation as well as all addenda issued for this solicitation by the City of Eugene for Downtown Library Café Concessionaire and agree that the information submitted is accurate and correct.

Name: Title:

Signature: Date:

Company Name:

Tax ID Number (TIN): ___________________________________________________________

Address:

Phone: Fax:

E-mail Address: ________________________________________________________________

Company contact for this project (if different from above):

Name: Title: ______

Phone: E-mail:__________________________________

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V. REFERENCES

CONCESSIONAIRE NAME:

Provide additional pages as necessary.

REFERENCE 1

COMPANY: CONTACT NAME:

ADDRESS: PHONE NUMBER:

CITY, STATE, ZIP: FAX NUMBER:

WEBSITE: EMAIL:

GOODS OR SERVICES PROVIDED:

REFERENCE 2

ADDRESS: PHONE NUMBER:

CITY, STATE, ZIP: FAX NUMBER:

REFERENCE 3

ADDRESS: PHONE NUMBER:

CITY, STATE, ZIP: FAX NUMBER:

Rev 06/2026 Contract Number: xxxx-xxxxx Page 1 of 18

FOOD & BEVERAGE CONCESSIONS CONTRACT

Downtown Library Café Concessionaire

BETWEEN: The City of Eugene, (City) an Oregon Municipal Corporation

AND: _________, (Contractor) an __________ organized and existing under the laws of the State of __________

CONTRACT NO.: _________ - _________

EXPIRATION DATE: __________

RECITALS

A. Concessionaire is engaged in the business of owning and operating retail food and beverage establishments, possesses the requisite experience to prepare and sell food and beverages and is registered to conduct business in Oregon.

B. City desires to engage Concessionaire to provide the Services described in this Agreement and Concessionaire is willing to provide such Services on the terms and conditions set forth herein.

C. The Contract described herein was awarded under the exemption or procedure authorized by

City of Eugene Administrative Order 44-25-01-F, Public Contracting Rules 2025, Class Exemption E-19(3)(a) Concession Agreements, and RFI 20272011.

AGREEMENT

1. Incorporation of Exhibits; Definitions; Concessionaire’s Representations and

Warranties.

1.1 Exhibits. The Contract between the parties (the “Contract”) includes and incorporates into this document (this “Agreement”) all of the following:

1.1.1 Exhibit A summarizes certain federal, state, and municipal laws that apply to government contracts. The provisions of Exhibit A are statements of law and may not be modified and take precedence in the event of an inconsistency with the Agreement.

1.1.2 Other Exhibits. The Contract also includes and incorporates the following exhibits. The provisions of this Agreement will have priority over all conflicting provisions of the following exhibits.

Exhibit B Scope of Services Exhibit C Fee Schedule

1.2 Definitions. With the exception of proper nouns, capitalized terms not otherwise defined herein shall have the following meanings.

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1.2.1 “Agreement” means this document, entitled Food and Beverage Concession Contract and ending with the signatures of all parties.

1.2.2 “Contract” means the written statement of the parties’ mutual and respective agreements, promises, undertakings and rights as set forth in this Agreement and all incorporated exhibits.

1.2.3 “Services” means all of the products, properties and Services to be provided by Concessionaire under this Contract, as described in Exhibit B.

1.3 Concessionaire’s Representations and Warranties. Concessionaire makes the following representations and warranties to City:

1.3.1 Concessionaire and Concessionaire’s personnel are and will at all times hereunder be fully qualified by all necessary education, training, experience, licensure and certification to perform the Services.

1.3.2 As of the date of execution hereof, there are no claims or suits or proceedings, or threats thereof, seeking to enjoin the execution of the Contract by Concessionaire or the effect of which could prevent Concessionaire from performing or having the authority to perform the Services.

1.3.3 Neither the execution of the Contract nor the performance of the Services will constitute a breach or violation of any other contract, agreement, or law by which Concessionaire is bound or to which Concessionaire or any of its personnel who will perform the Services are subject.

2. Services.

2.1 Commencement. Concessionaire shall begin to provide the Services on __________, or, if later as soon as this Contract has been executed by all parties.

2.2 Security. If the Services will be performed on City property, Concessionaire will comply with all of City’s security policies and procedures.

3. Term.

3.1 Initial Term. The initial term of the Contract shall expire, unless terminated or renewed, on the expiration date shown in the caption of this Agreement.

3.2 Renewal. Upon completion of the initial term, the City may elect to extend the

Contract for additional one-year terms by mutual agreement of the parties.

4. Termination. Notwithstanding any other provisions hereof to the contrary, the Contract may be terminated as follows:

4.1 The parties, by mutual written agreement, may terminate the Contract at any time.

4.2 Either party may terminate the Contract if the other party is in breach of any provision hereof which breach continues for more than 30 days after a notice describing the breach has been given unless, in the case of a breach which cannot be cured within such 30-day period, the breaching party immediately initiates and diligently prosecutes a plan of curative action that is acceptable to the non-breaching party. Notwithstanding

Rev 06/2026 Contract Number: xxxx-xxxxx Page 3 of 18 the foregoing, termination for a recurring breach may be made if the breach is uncured within seven days after the second notice in any twelve-month period and immediately, without opportunity for cure, in the third or any subsequent notice of breach in any twelve-month period.

4.3 The City may terminate the Contract immediately and without prior notice upon

Concessionaire’s failure to have in force any insurance required by the Contract, if Concessionaire breaches the City’s security requirements, if Concessionaire fails to maintain any certificate or license required for performance of the Services, or as provided in Exhibit A.

4.4 The City may terminate the Contract on any date specified in a notice if funding for the Services becomes unavailable or if the City determines that termination of the Contract is required by the public interest.

5. Force Majeure. Neither City nor Concessionaire are responsible for any failure to perform or for any delay in the performance of any obligation under this Contract caused by public health emergency, fire, riot, acts of God, terrorism, war, or any other cause which is beyond the breaching party’s reasonable control. Concessionaire shall, however, make all reasonable efforts to remove or eliminate the cause of Concessionaire’s delay or breach and shall, upon the cessation of the cause, continue performing under this contract. City may terminate this Contract upon written notice to Concessionaire after City reasonably determines that the delay or breach will likely prevent successful performance of the Contract.

6. Remedies.

6.1 In the event of a termination of the Contract by City because of a breach by Concessionaire, City may complete the Services either by itself or by contract with other persons, or any combination thereof. Concessionaire shall be liable to City for any costs or losses incurred by City arising out of or related to the breach, including costs incurred in selecting other Concessionaires, time-delay losses, attorney fees and the like, less the remaining unpaid balance of the consideration provided in the Contract. City may withhold payment of sums due Concessionaire for Services performed to the date of termination until City’s costs and losses have been determined, at which time City may offset any such amount due Concessionaire against the costs and losses incurred by City.

6.2 The foregoing remedies provided to City for breach of the Contract by Concessionaire shall not be exclusive. City shall be entitled to exercise any one or more other legal or equitable remedies available because of Concessionaire’s breach with or without termination.

6.3 In the event of breach of the Contract by City, Concessionaire’s remedy shall be limited to termination of the Contract and payment for Services performed to the date of termination less any offset to which City is entitled.

7. Records/Inspection. Concessionaire shall maintain records of its charges to City under the

Contract for a period of not less than three years following Concessionaire’s completion of the Contract. Upon reasonable advance notice, City or its authorized representatives may from

Rev 06/2026 Contract Number: xxxx-xxxxx Page 4 of 18 time to time inspect, audit and make copies of any Concessionaire’s records that relate to the Contract.

8. Indemnification. Concessionaire shall indemnify and hold City, and its officers, agents and employees, harmless from and against all claims, actions, liabilities, costs, including attorney fees and other costs of defense, arising out of the acts, errors or omissions, whether alleged or actual, of Concessionaire, its subcontractors, agents and employees in performing or failing to perform the Services, failing to strictly comply with any provision of the Contract or any other actions or failures to act by Concessionaire and Concessionaire’s employees, agents, and subcontractors. In the event any such action or claim is brought against City, Concessionaire shall, if City so elects and upon tender by City, defend the same at Concessionaire’s sole cost and expense, promptly satisfy any judgment adverse to City or to City and Concessionaire, jointly, and reimburse City for any loss, cost, damage or expense, including attorney fees, suffered or incurred by City. City shall notify Concessionaire, within a reasonable time, of any claim, threat of claim or legal action.

9. Insurance. Concessionaire shall have and maintain the insurance policies specified below.

Each policy of insurance shall be written as a primary policy, not contributing with or in excess of any coverage which City may carry. A copy of each policy or a certificate satisfactory to City shall be delivered to City prior to commencement of the Services. The adequacy of all insurance policies for compliance with this Section shall be subject to approval by City’s Risk Manager. Failure to maintain any insurance coverage required by the Contract shall be cause for immediate termination of the Contract by City.

Unless otherwise specified, each policy shall be written on an “occurrence” form with an admitted insurance carrier licensed to do business in the state of Oregon; and shall contain an endorsement entitling City to not less than 30 days prior written notice of cancellation. In the event the statutory limit of liability of a public body for claims arising out of a single accident or occurrence is increased above the combined single limit coverage requirements specified below, City shall have the right to require that Concessionaire increase the coverage limits of all liability policies by the amount of the increase in the statutory limit.

9.1 Commercial General Liability. Concessionaire shall maintain a broad form commercial general liability insurance policy reflecting limits of not less than $2,000,000 combined single limit per occurrence, with an annual aggregate of $3,000,000 for bodily injury, personal injury or property damage. Such policy shall contain a contractual liability endorsement to cover Concessionaire's indemnification obligations under this Contract. The policy shall also contain an endorsement naming City as an additional insured, in a form satisfactory to City, and expressly providing that the interest of City shall not be affected by Concessionaire's breach of policy provisions.

9.2 Workers’ Compensation Insurance. Concessionaire shall comply with the Oregon

Workers' Compensation law by qualifying as a carrier-insured employer or as a self-insured employer and shall strictly comply with all other applicable provisions of such law. Concessionaire shall provide City with such further assurances as City may require from time to time that Concessionaire is in compliance with these Workers' Compensation coverage requirements and the Workers' Compensation law. Concessionaire is a subject employer that will comply with ORS 656.017.

9.3 Automobile Liability. Concessionaire shall maintain an automobile liability insurance policy reflecting limits of not less than $2,000,000 combined single limit

Rev 06/2026 Contract Number: xxxx-xxxxx Page 5 of 18 per occurrence for bodily injury, personal injury or property damage. The coverage shall include both hired and non-owned auto liability. The policy shall also contain an endorsement naming City as an additional insured, in a form satisfactory to City, and expressly providing that the interest of City shall not be affected by Concessionaire's breach of policy provisions.

10. Subcontracting. Concessionaire was selected for its special knowledge, skills and expertise, and shall not subcontract the Services, in whole or in part, without City’s prior written approval, which may be withheld for any reason. Concessionaire shall require any approved subcontractor to agree, as to the portion subcontracted, to comply with all obligations of Concessionaire specified in the Contract. Notwithstanding City’s approval of a subcontractor, Concessionaire shall remain obligated for full performance of the Contract and City shall incur no obligation to any subcontractor. Concessionaire shall indemnify, defend and hold City harmless from all claims of subcontractors.

11. Assignment. Concessionaire shall not assign the Contract, in whole or in part, or any right or obligation hereunder. In the event Concessionaire sells or transfers ownership of business, the new owner must apply for a new contract.

12. Independent Concessionaire. Whether Concessionaire is a corporation, partnership, other legal entity or an individual, Concessionaire is an independent Concessionaire. If Concessionaire is an individual, Concessionaire’s duties will be performed with the understanding that Concessionaire is a self-employed person, has special expertise as to the Services which Concessionaire is to perform and is customarily engaged in the independent performance of the same or similar Services for others. The manner in which the Services are performed shall be controlled by Concessionaire; however, the nature of the Services and the results to be achieved shall be specified by City. Concessionaire is not to be deemed an employee or agent of City and has no authority to make any binding commitments or obligations on behalf of City except to the extent expressly provided herein.

13. Confidential Information. To be considered “Confidential Information” under the Contract, information must be clearly marked as “confidential information,” in a manner that will be obvious immediately upon access. Each party will limit its use of Confidential Information to the purpose for which it was disclosed by the other party and will use a reasonable level of care to prevent the intentional or inadvertent misuse, theft or inappropriate disclosure of such information. Concessionaire understands that all records held by the City are public records and subject to public disclosure under public records law, and Concessionaire agrees that City shall have no liability for the disclosure of any Confidential Information properly disclosed under the law or under a court order in response to a public records request. Concessionaire also understands and agrees that the Contract documents and all records of Concessionaire’s fees and charges may not be considered Confidential Information and are public records for which no exemption to public disclosure applies.

14. Compliance with Laws. Concessionaire shall comply with all applicable Federal, State and local laws, rules, ordinances and regulations at all times and in the performance of the Services, including all applicable provisions of Exhibit A.

15. Notices. Any notice permitted or required by the Contract shall be deemed given when personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, and with return receipt requested, to the persons and addresses shown below. In addition, if directions for telephonic or electronic transmission (email) are set forth below, notices may be

Rev 06/2026 Contract Number: xxxx-xxxxx Page 6 of 18 delivered by email. Notices sent by certified mail will be deemed delivered three business days after placement in the mail and notices sent by email will be deemed delivered when successful transmission is electronically confirmed. Except as expressly provided in the Contract, required notices must be signed by the person designated to receive notices, or that person’s designee or attorney.

Concessionaire: CONTACT NAME

CONTACT COMPANY

STREET ADDRESS

CITY, STATE, ZIP

EMAIL

City: CONTACT NAME

DEPARTMENT/DIVISION

ADDRESS

Eugene, OR 9740X

EMAIL

Each party shall notify the other of any change in the name, address, or email instructions to be used for delivery of notices.

16. Dispute Resolution.

16.1 Continued Performance. Unless the Contract is terminated, neither party shall suspend performance of its obligations hereunder pending the resolution of a dispute.

16.2 Negotiation/Mediation. The parties shall use all reasonable attempts to resolve disputes informally through conferral and negotiation. In the event such efforts are unsuccessful, the parties may mutually agree to voluntary mediation. The parties shall share equally in all common costs of mediation.

16.3 Forum. Any litigation between the City and the Concessionaire that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Lane County Circuit Court; provided, however, if a dispute 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, Eugene Division. In no event shall this Subsection be construed as a waiver by the City of Eugene of any form of defense or immunity, whether sovereign immunity, governmental immunity or otherwise, from any claim or from the jurisdiction of any court. CONCESSIONAIRE, BY EXECUTION OF THE CONTRACT HEREBY CONSENTS TO THE IN

PERSONAM JURISDICTION OF THE COURTS REFERENCED IN THIS SECTION.

17. Waiver. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach of this Contract. The failure of either party to insist upon any of its rights shall not be deemed a waiver of such rights on any subsequent occasions

18. Integration. The Contract embodies the entire agreement of the parties concerning the Services. There are no promises, terms, conditions, or obligations other than those contained herein. The Contract shall supersede all prior communications, representations, or agreements, either oral or written, between the parties. The Contract shall not be amended except in writing, signed by both parties.

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19. Survival. Any duty, liability or obligation of a party which arises under this Contract, including without limitation, obligations with respect to indemnification, shall survive the termination or expiration of this Contract and shall be legally enforceable until satisfied by performance or payment, or until enforcement is legally precluded by lapse of time.

20. No Third-Party Beneficiaries. There are no third-party beneficiaries of this Contract. The parties agree and intend that this Contract shall be enforceable only by the parties and their duly authorized representatives.

21. Interpretation. This Contract shall be governed by and interpreted in accordance with the laws of the State of Oregon without regard to principles of conflict of laws

22. Severability. If any portion of this Contract is held or declared by a court of competent jurisdiction to be void, invalid, illegal, or otherwise not fully enforceable, it shall not affect any other section of this Contract and the remainder of the Contract shall continue to be binding and of full force and effect

23. Effective Date. The effective date of this Contract shall be the latest date of signature by the parties

City of Eugene

Certifications of Concessionaire: Pursuant to ORS 305.385, Concessionaire hereby certifies that it is not in violation of any tax laws as defined in ORS 305.380. If Concessionaire is other than one or more individuals who have signed below, the individual(s) signing on behalf of Concessionaire hereby further certifies and swears under penalty of perjury and warrants to City that: (a) the full legal name and status of Concessionaire are as set forth in the caption to this Agreement, and (b) s/he is authorized to execute and deliver this Agreement and the Contract to City of behalf of, and as the act of Concessionaire.

Concessionaire

Print Name:

Title:

Print Name:

Title:

Rev 06/2026 Contract Number: xxxx-xxxxx Page 8 of 18

EXHIBIT A

CITY OF EUGENE - STANDARD CONTRACT PROVISIONS

Contracts Subject to ORS Chapter 279B

Goods and Services including Personal Services OTHER THAN Architects, Engineers, Land Surveyors on Public Improvements

The following provisions, if applicable, are hereby included in and made a part of the attached contract between the City of Eugene and the Contractor named thereon as provided for in the Eugene Code, 1971, the Eugene Public Contracting Rules, the revised statutes of the State of Oregon, and Federal laws, rules, regulations, and guidelines. The Contractor AND EVERY SUBCONTRACTOR shall include these provisions in every subcontract SO THAT THESE PROVISIONS WILL APPLY TO, AND BE BINDING ON EVERY SUBCONTRACTOR. Failure to comply with any of the applicable provisions below shall be a material breach of the contract and may result in debarment of the Contractor or subcontractor from City contracts for up to three (3) years.

1. Fair Employment Practice Provisions (Eugene Code, 1971, Section 4.625 and Eugene Public Contracting Rule 137-046-

0500(1))

1.1 Non-Discrimination Requirements. During the performance of this contract, the Contractor and each subcontractor agrees to comply with sections 4.613 to 4.655 of the Eugene Code, 1971, and as follows:

(a) The Contractor and each subcontractor will not discriminate against any employee or applicant for employment because of an individual’s race, religion, color, sex, national origin, marital status, familial status, age, sexual orientation or source of income, a juvenile record that has been expunged pursuant to ORS 419A.260 and 419A.262, or because an individual is a person with a disability which, with reasonable accommodation by the employer does not prevent the performance of the work involved, unless based upon a bona fide occupational qualification reasonably necessary to the normal operation of the employer’s business.

(b) The Contractor and all subcontractors employing 15 or more individuals will develop and implement an affirmative action plan to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, sex, age or national origin. Such plan shall include, but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship.

(c) The Contractor and each subcontractor will post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Human Rights Commission setting forth the provisions of this nondiscrimination clause.

1.2 Reporting. The Contractor and each subcontractor will, prior to commencement and during the term of the contract, provide to the City such documentation, and permit any inspection of records as may be required or authorized by rules adopted by the city manager to determine compliance with subsection 1.1 above.

1.3 Violations. If upon an investigation conducted pursuant to rules adopted by the city manager in accordance with section 2.019 of the Eugene Code, 1971 there is reasonable cause to believe that the Contractor or any subcontractors of the Contractor have failed to comply with any of the terms of subsections 1.1 or 1.2, a determination thereof shall be made by the city manager. Such determination may result in the suspension, cancellation or termination of the principal contract in whole or in part and/or the withholding of any funds due or to become due to the Contractor, pending compliance by the Contractor and/or its subcontractors, with the terms of subsections 1.1 and 1.2. Such determination may further result in debarment of the Contractor in accordance with the adopted rules.

1.4 Failure to Comply. Failure to comply with any terms of subsections 1.1 and 1.2 above shall be a material breach of the contract.

1.5 Inclusion of Fair Employment Practices Provisions in Contracts with Subcontractors. The contractor shall include the provisions of subsections 1.1 through 1.4 above in contracts with subcontractors so that the provisions will be binding upon each subcontractor.

1.6 Contractor Defined. As used in this section 1, "contractor" means all persons, wherever situated, but excluding local, state or federal units of government or their officials, from whom the City purchases Goods and/or Services costing $2,500 or more in any fiscal year.

2. ORS 279A.120 Nonresident Contractors.

2.1 As used in this section, “nonresident contractor” means a contractor that: (A) has not paid unemployment taxes or income taxes in the state of Oregon during the 12 calendar months immediately preceding submission of the bid for the contract, (B) does not have a business address in this state and (C) stated in the bid for the contract that it was not a “resident bidder” under ORS 279A.120.

2.2 If the Contractor is a nonresident contractor and the contract price exceeds $10,000, the Contractor shall promptly report to the Department of Revenue on forms to be provided by the Department of Revenue the total contract price, terms of payment, length of contract and such other information as the Department of Revenue may require before the Contractor may receive final payment on the public contract. The City may not award a Public Improvement Contract or a Public Works Contract to a nonresident bidder that is an educational service district. The City shall

Rev 06/2026 Contract Number: xxxx-xxxxx Page 9 of 18 satisfy itself that the requirement of this subsection has been complied with before the City issues a final payment on a public contract.

3. ORS 279B.220 and Eugene Rule 137-046-0500(2) Conditions concerning payment, contributions, liens, withholding.

The Contractor shall:

(a) Make payment promptly, as due, to all persons supplying to the contractor labor or material for the performance of the work provided for in the contract.

(b) Pay all contributions or amounts due the Industrial Accident Fund from the contractor or subcontractor incurred in the performance of the contract.

(c) Not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished.

(d) Pay to the Department of Revenue all sums withheld from employees under ORS 316.167.

4. ORS 279B.225 Condition concerning salvaging, recycling, composting or mulching yard waste material. If the contract will include lawn and landscape maintenance the Contractor shall salvage, recycle, compost or mulch yard waste material at an approved site, if feasible and cost-effective.

5. ORS 279B.230 and Eugene Rule 137-046-0500(3) Condition concerning payment for medical care and providing workers’ compensation.

5.1 Medical Care. The Contractor shall promptly, as due, make payment to any person, copartnership, association or corporation furnishing medical, surgical and hospital care services or other needed care and attention, incident to sickness or injury, to the employees of the contractor, of all sums that the contractor agrees to pay for the services and all moneys and sums that the contractor collected or deducted from the wages of employees under any law, contract or agreement for the purpose of providing or paying for the services.

5.2 Workers Compensation. All subject employers working under the contract are either employers that will comply with

ORS 656.017 or employers that are exempt under ORS 656.126.

6. ORS 279B.235 and Eugene Rule 137-046-0500(4) Condition concerning hours of labor. The contractor shall pay employees for overtime work performed under the public contract in accordance with ORS 653.010 to 653.261 and the Fair Labor Standards Act of 1938 (29 U.S.C. 201 et seq.).

6.1 Personal Services Contracts. In the case of Personal Services Contracts, the employee shall be paid at least time and a half for all overtime worked in excess of forty (40) hours in any one (1) week, except for individuals under Personal Services Contracts who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 et seq. from receiving overtime.

6.2 Contracts for Services. In the case of contracts for services, persons employed under the contracts shall receive at least time and a half pay for work performed on the legal holidays specified in a collective bargaining agreement, in ORS 279B.020(1)(b)(B) to (G), or in ORS 279C.540 (1)(b)(B) to (G) and for all time worked in excess of ten (10) hours in any one (1) day or in excess of forty (40) hours in any one (1) week, whichever is greater.

7. ORS 279B.240 Exclusion of recycled oils prohibited. Lubricating oil and industrial oil may include recycled oils or oils that are not manufactured from virgin materials.

8. ORS 279A.110 Discrimination in subcontracting prohibited; remedies.

8.1 The Contractor may not discriminate against a subcontractor in the awarding of a subcontract because the subcontractor is a minority, women or emerging small business enterprise certified under ORS 200.055.

8.2 By entering into the contract, the Contractor certifies that it has not discriminated and will not discriminate, in violation of subsection 8.1, against any minority, women or emerging small business enterprise in obtaining any required subcontract.

9. Eugene Rule 137-046-0500(5) Right to Audit Records.

9.1 Cost or Pricing Data. The Purchasing Agent may, at reasonable times and places, audit the books and records of any Person who has submitted cost or pricing data in connection with a contract to the extent that such books and records relate to such cost or pricing data. Any Person who receives a contract for which cost or pricing data are required, shall maintain the books and records that relate to the cost or pricing data for three (3) years from the date of final payment under the contract, unless a shorter period is authorized by the Purchasing Agent in writing.

9.2 Contract Audit. The Purchasing Agent shall be entitled to audit the books and records of the contractor or any subcontractor to the extent that the books and records relate to the performance of the contract. The contractor and each subcontractor shall maintain books and records for a period of three (3) years from the date of final payment under the contract or subcontract, as applicable, unless a shorter period is authorized by the Purchasing Agent in writing.

10. Eugene Rule 137-046-0500(6) Right to Inspect Plant.

10.1 Time for Inspection. The Purchasing Agent may, at reasonable times, inspect the part of the plant or place of business of the contractor or any subcontractor that is related to the performance of any contract awarded.

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10.2 Contractual Provisions. The City may inspect supplies and Services at the contractor's or subcontractor's facility and perform tests to determine whether they conform to the contract requirements.

10.3 Procedures for Trial Use and Testing. The Purchasing Agent may establish operational procedures governing the testing and trial use of equipment, materials, and the application of resulting information and data to Specifications or Procurement.

10.4 Location. When an inspection is made in the plant or place of business of a contractor or subcontractor, such contractor or subcontractor shall provide without charge all reasonable facilities and assistance for the safety and convenience of the person performing the inspection or testing.

10.5 Time of Testing or Inspection. Inspection or testing of supplies and Services performed at the plant or place of business of any contractor or subcontractor shall be performed at reasonable times during normal business hours.

10.6 Inspection of Construction Projects. Onsite inspection of construction shall be performed in accordance with the provisions of the contract.

11. Eugene Rule 137-046-0500(7) Termination in the Public Interest.

11.1 Termination Provisions. The City may terminate the contract for any reason considered by the City to be in the public interest. Reasons for termination in the public interest include but are not limited to:

(a) The contractor cannot complete the work for reasons beyond the control of either the contractor or the City;

(b) Necessary materials are not available;

(c) A lack of funds;

(d) A phenomenon of nature of catastrophic proportions or intensity;

(e) Executive orders of the President related to national defense;

(f) Congressional or state acts related to funding or changes in applicable laws; or

(g) The presence of other circumstances or conditions such that it is impracticable within a reasonable time to complete the work.

11.2 Payment When Contract Is Terminated. When the contract, or any portion thereof, is terminated before completion of all items of work in the contract, payment will be made for the actual items of work completed under the contract, or by mutual agreement, for items of work partially completed. No claim for loss of anticipated profits will be allowed.

11.3 Payment for Construction Services. The City may provide in a contract for construction services, detailed provisions under which the contractor shall be entitled, as a matter of right, to compensation upon termination of the contract on account of any reason considered to be in the public interest.

12. Eugene Rule 137-046-0500(8) Governing Law; Jurisdiction

12.1 Governing Law. This contract shall be governed, construed, and enforced in accordance with the laws of the state of Oregon, unless otherwise approved by the City Attorney or designee.

12.2 Jurisdiction. Contractor agrees and consents to the exclusive jurisdiction of the courts of the state of Oregon for all purposes regarding the contract and further agrees and consents that venue of any action brought under the contract shall be exclusively in Lane County, Oregon, unless otherwise approved by the City Attorney or designee.

13. Eugene Rule 137-046-0500(9) Compliance with Tax Laws Contractor certifies its compliance with all applicable state and local tax laws, including but not limited to ORS 305.385, ORS 305.620, ORS chapters 316, 317 and 318 and Chapter 539 Oregon Laws 2015 (SB 675). Contractor certifies it will continue to comply with all such tax laws during the term of this contract. Contractor’s failure to comply with such state and local tax laws prior to executing this contract or during the term of this contract constitutes a default for which City may terminate this contract and seek damages and other relief available under the terms of this contract or applicable law.

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EXHIBIT B: SCOPE OF SERVICES

The premises to be used by Concessionaire under this Agreement are located in a municipally operated facility. It is in the public interest that Concessionaire's business be operated with a high quality of service and in a clean, pleasant, and safe atmosphere that is consistent with the environment of the facility.

GENERAL COVENANTS OF CONCESSIONAIRE. Concessionaire makes the following representations, warranties and covenants for the benefit of the City concerning its activities hereunder.

1. Compliance with Laws, Rules, and Regulations. Concessionaire and Concessionaire's employees, agents and Concessionaires shall at all times strictly comply with all applicable federal, state and local laws, ordinances, rules and regulations, including the general laws of the State of Oregon, the laws of the State of Oregon · governing public contracts, the provisions of which are hereby incorporated by reference, the ordinances of the City of Eugene, and the City of Eugene Standard Contract Provisions, a copy of which is attached hereto as Exhibit A. For purposes of compliance with the Standard Contract Provisions, this Agreement shall be deemed a contract for personal services.