App B to RFP-Sample Concession Agmt revised 2025-08-19.pdf

APPENDIX B to RFP– SAMPLE CONCESSION AGREEMENT

Smithsonian Contract # _______________

CONCESSION AGREEMENT

THIS CONCESSION AGREEMENT (the “Agreement”) is made and entered as of the

__________ day of ______________________, 2025 (the “Effective Date”), by and between the

SMITHSONIAN INSTITUTION (“Smithsonian”), an educational, non-profit, trust instrumentality established by the Congress of the United States in 1846 (20 U.S.C. 41 et seq.), having its principal offices at 1000 Jefferson Drive, S.W. Washington, D.C. 20560, by and on behalf of its National Zoo and

Conservation Biology Institute (the “Zoo”), with its principal place of business at 3001 Connecticut Ave

NW, Washington, DC 20008,and _______________________(an independent “Contractor”), having its principal offices at _____________________________________________.

WHEREAS, the Zoo is home to more than 1,500 animals across 300 different species and is one of Washington D.C.’s, and the Smithsonian’s, most popular tourist destinations, with more than 2 million visitors from all over the world each year;

WHEREAS, the Smithsonian wishes to provide food and beverage service operations, including restaurants and cafes (which may include food vending machines) and mobile carts (each one a

“Facility”) for Zoo visitors, members, and employees (collectively, “Patrons”) that enhances and complements the Zoo experience for the Patrons; and

WHEREAS, the Smithsonian intends to provide its Patrons with high quality, innovative foods and beverages for reasonable prices in a manner that is efficient, courteous, and timely, and under the utmost sanitary and safe conditions;

WHEREAS, through Request for Proposals No. 250268-0000 (the “RFP”), the Smithsonian has selected Company to operate and manage food and beverage service operations for the general public at the Zoo as a concession operator for the Smithsonian; and

WHEREAS, Contractor has the willingness and the capability to provide said food and beverage service under the terms and conditions of this Agreement, in accordance with the rules and regulations now in effect or hereinafter promulgated by the Smithsonian, and in accordance with Contractor’s proposal submitted in response to the RFP and incorporated herein by reference (the “Proposal”).

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants contained herein, the parties hereto agree as follows:

1. AGREEMENT DOCUMENTS AND SCOPE. The agreement between the parties hereto shall consist of this Agreement including any and all amendments thereto, together with Appendices attached hereto and titled as follows:

Appendix A- Facility Location/Implementation Schedule [Pending]

Appendix B – Banned Product List

Appendix C –Composting and Recycling at Smithsonian Facilities

Appendix D - Additional Zoo Policies

Appendix E – Weather Policy

Appendix F - Smithsonian Institution Privacy and Security Clause (SI 147-B)

Appendix G – Background Investigations and Credentials for Contractor Personnel

Appendix H - Pricing (Year 1) [Pending]

Appendix I – Equipment List [Pending]

Appendix J - Maintenance and Repair Guidelines

Appendix K - Organization Chart (Management Personnel) [Pending]

Appendix L – Request/Response Matrix [Pending]

Appendix M – Technology for Cart Sales [Pending]

In the event of any inconsistencies between the terms of this Agreement and the specific conditions in any

Appendix, the more specific terms of the Appendix will control. In the event of any conflict between the terms and conditions of this Agreement and Contractor’s Proposal, the terms and conditions of this

Agreement shall control.

2. STANDARD OF PERFORMANCE. The Contractor shall perform all of its duties hereunder in accordance with the highest standard of the food service profession. This standard requires the Contractor to (i) provide Patrons with high quality, wholesome, palatable foods and beverages that meet or exceed federal, state (including Washington, DC) and city health and sanitation standards; (ii) handle, store and provide food and beverages and supplies in conformity with the best high volume and high throughput food and beverage service practices; (iii) establish and maintain quality control and safety, security, and hygiene protocol and procedures; (iv) maintain a standard of service, quality and value in accordance with the terms hereof and obtain a pass rating regarding critical violations that cause the closure of any food operations by the District of Columbia Health Department.

a. The Contractor shall adhere to the rules and regulations now in effect or later promulgated by the Smithsonian. The Contractor agrees to operate the Facility in accordance with the highest sanitary standards established by the current edition of the U.S. Public Health Service Food Code, all applicable health and sanitation laws, regulations and ordinances. The Contractor understands and agrees that an uncured violation of the standards set forth herein (whether by Contractor or any subcontractor) shall constitute a default under this Agreement in accordance with the provisions of Section 21, Termination.

Contractor is to provide Smithsonian with a complete copy of any notice of code violations within twenty-four (24) hours of receiving such notice.

b. Customer Surveying. Contractor shall make customer surveys available to Patrons who use the services at the restaurants, at convenient locations such as points of sale. Surveys shall be in a mutually agreed upon form and may be changed from time to time by mutual agreement. Contractor will utilize multiple forms of surveying customers, including but not necessarily limited to online (with URL printed on customer receipt at all points of sale), kiosks and/or other methods, all of which survey forms and formats will be presented to Smithsonian for review and approval. The design and content of such surveys, and any changes thereto proposed by Contractor, shall be subject to Smithsonian’s advance, written approval. Contractor will provide survey results and customer comments to Smithsonian on a weekly basis.

c. Implementation Schedule. Contractor shall adhere to the schedule set forth in Appendix A for implementation of the project.

d. Loss Prevention Program. No earlier than ninety (90) days prior to the Facility opening date, Contractor shall establish a loss prevention program in accordance with mutually agreed upon procedures.

Such program will include a requirement that any incident be reported to Smithsonian in writing within forty-eight (48) hours of the incident becoming known to Contractor. The parties will review the performance of the Loss Prevention Program quarterly.

e. Food Safety Program. Within ninety (90) days of the execution of this Agreement, Contractor shall develop a hazard analysis critical control point (“HACCP”) plan and provide a copy to Smithsonian.

Kitchen personnel shall be trained in HACCP steps and Contractor shall provide evidence to Smithsonian that each kitchen and serving line employee has received a minimum level of one hour of training on the

HACCP plan. Up-to-date records will be maintained on site for all employees.

f. Employee Training. No earlier than ninety (90) days prior to the Facility opening date, Contractor shall develop a customer service training program for all employees that interact with Patrons and employees in the Facility and provide a copy to Smithsonian. Contractor shall provide evidence that each employee has received a minimum level of one hour of training in customer service.

g. Minimum Staffing Levels. Contractor and Smithsonian shall jointly determine the minimum front of house staffing levels for the Facility. Notwithstanding the foregoing, it is Contractor’s responsibility to adequately staff front-of-house operations based on business levels.

3. USE AND OPERATION AT THE FACILITY. The Contractor shall be responsible for operating and managing the Facility in a competent, cost efficient, quality manner for the Term specified in Section 8, Term, and in accordance with all other terms and conditions in this Agreement. The Contractor shall be responsible for and agrees to accept the following obligations:

a. Description of Facility. Contractor shall operate a ______ tentatively titled at

b. Location. The Facility will be located at ___________ as noted on Appendix A. For clarity, Smithsonian determines the location of all food service facilities, including but not limited to the

Facility, within the National Zoo. Location will mostly be regulated by electrical requirements but menu, prior sales and product mix will also be taken into consideration.

c. Facility Upgrades. The Contractor shall make no capital improvements or alterations to

Smithsonian property without the prior written approval of the Smithsonian.

i. The Contractor may perform the following cosmetic upgrades with prior written

Smithsonian approval:

a. Interior Design. Updating the decor, including wall colors, artwork, and furniture.

b. Lighting. Installing new light fixtures or adjusting lighting to create a specific mood.

c. Signage. Refreshing the exterior and interior signs to be more attractive and modern.

d. Tableware. Upgrading plates, glasses, and cutlery to improve the dining experience.

e. Flooring. Replacing or refinishing floors to give a fresh look.

f. Plants and Greenery. Adding indoor plants or floral arrangements for a lively atmosphere.

g. Window Treatments. Updating curtains, blinds, or shades to match the new decor.

h. Outdoor Spaces. Enhancing patios or outdoor seating areas with new furniture and decor. The selected offeror is responsible for outdoor storage at mobile carts.

The Smithsonian must approve outdoor storage plans prior to implementation.

Smithsonian may request product specifications, plan view and elevation drawings and signage artwork for review prior to approval.

ii. All other upgrades, including, but not limited to, the following, require a

Smithsonian Facilities SD 410 review in addition to prior written approval from

Smithsonian:

a. Remove or build new walls;

b. New electrical work;

c. Impacts to HVAC equipment;

d. Impacts to Life Safety Equipment;

e. Relocation of countertops, etc.; or

f. any other item not identified as allowable under the cosmetic upgrades above.

For upgrades requiring Smithsonian approval and a Smithsonian Facilities SD 410 review: Requests for such approval shall include detailed plans and cost estimates. Such approval shall include both the approval by the Director of NZP, and approval by the

Smithsonian’s Director of the Office of Smithsonian Facilities, in addition to the

Smithsonian Contracting Officer. Such approval shall also include all required concept, design, engineering, safety, security, disabled access, and other necessary levels of approval in accordance with Smithsonian policies and requirements, including but not limited to Smithsonian Directive 410, “Facility Construction and Improvement Projects”.

All designs and specifications shall conform in all respects with Smithsonian standards and requirements.

iii. Legal Title to Real Property Vests in the Smithsonian. The legal title for the Facility and structures built on or affixed to the grounds of the Smithsonian by, or at the direction of, the Smithsonian shall at all times be vested in the Smithsonian. The legal title for the Facility and structures built on or affixed to the grounds of the

Smithsonian by, or at the direction of Contractor, shall vest in the Smithsonian immediately upon the latter of final completion of the construction or upon the first day of occupancy and/or operation.

iv. Equitable Interest. For the Facility, or portions thereof, that Contractor pays to construct or modify on the grounds of the Smithsonian for Contractor’s food service operations, Contractor shall have an equitable interest in that property for the duration of this Agreement. Unless otherwise agreed to by the parties in writing, expenditures made by Contractor to improve the Facility shall be capitalized and depreciated in a manner so as to be completely depreciated no later than the end of the Term. Unless the parties execute an agreement to the contrary, any such construction, modification, or alteration of the Facility on the grounds of the

Smithsonian shall be considered as a gift of that Facility or those services to the

Smithsonian at the expiration of this Agreement. The Contractor’s equitable interest shall not entitle it to any incidents of ownership of that property with respect to an owner’s right of control over, modification of, alteration to, or demolition of such property; those and all other rights and incidents of legal ownership being reserved to the Smithsonian.

v. Not Included in Facility. Branded/proprietary FF&E provided by Contractor shall be the sole property of Contractor. Any such item is subject to the advance approval of the Smithsonian prior to being placed into service at the Smithsonian. Such approval shall include design, construction, location, safety, means of connection to any utilities, pest control planning, and any other operational factors that Smithsonian deems relevant.

vi. Title to Equipment and Fixtures. Smithsonian shall have title to all items with the exception of equipment provided by Contractor attached as Appendix I (Equipment

List) and branded/proprietary FF&E. Title to branded FF&E shall remain with

Contractor and Contractor shall own and remove such items from the Facility upon expiration or earlier termination of the Agreement.

vii. Continued improvements of the NZP buildings and grounds are contemplated during the Term of this Agreement. It is the intention of the Smithsonian that wherever practicable, the Facility shall remain open and receive Patrons during the Term of this Agreement and that disruption to normal operations will be minimized. Such improvements and any other actions undertaken by Smithsonian, which are considered necessary for the proper administration and operation of the Smithsonian shall not be considered a proper basis for claim on the part of the Contractor for damages to its business.

d. Hours of Operation. The Contractor shall provide food and beverage services at the Facility at such times as the Smithsonian deems necessary to reasonably and adequately satisfy the demand of

Patrons for such services at the Facility. Specific information is set forth in Appendix D. Hours of operation shall be posted at all times at the Facility at a location and in a manner approved by

Smithsonian. In the event that any food service location is closed during the required and posted hours of operation without prior, written Smithsonian approval, Contractor will be subject to a fee of up to Five

Hundred Dollars ($500.00) per hour (and any portion of an hour) of unauthorized closure, per closed temporary or permanent location.

e. Contractor agrees to comply with the Zoo’s requirements attached hereto as Appendix D

(Additional Zoo Policies) and Appendix E (Weather Policy) and made a part hereof.

f. Facility Closing or Interruption of Service. The Facility may be temporarily closed or service therein temporarily interrupted by Smithsonian to accommodate any and all construction, restoration and repair activities, government policy, or for any other reason deemed appropriate by the Smithsonian. The

Smithsonian shall give the Contractor reasonable advance notice, if possible, to arrange for any such closing or interruption. Smithsonian shall not be responsible or liable for any loss of revenues including but not limited to losses due to such a closing.

g. Deliveries. All Contractor vendor delivery times shall be established in advance between

Contractor and Contractor’s vendors. Deliveries are permitted at locations designated by Smithsonian and are allowed during normal business hours of Smithsonian operation at such location(s) only. Contractor shall be responsible for receiving its deliveries and at all times keeping Smithsonian’s loading and delivery areas free from delivery and other debris of or related to Contractor.

h. Subcontracting. Subcontracting of any elements of food service sales hereunder is subject to advance Smithsonian approval in writing. Contractor shall ensure that the approved subcontractor complies with all applicable provisions of this Agreement including but not limited to all contract standards, cash handling requirements, insurance requirements set forth in Section 14.g and requirements relating to accounting for and documentation of sales.

i. Sustainability Plan. Contractor agrees to adhere to a comprehensive sustainability plan that incorporates sustainable practices, including but not limited to those listed below and in Section 7.h

(Composting and Recycling). Any sustainability plan set forth in Contractor’s Proposal, together with the requirements set forth herein and in Section 7.h, shall be referred to collectively as the “Sustainability

Plan”.

i. Prohibit the use of palm oil, except as otherwise expressly agreed by the Smithsonian;

ii. Prohibit purchase and use of polystyrene and non-compostable plastic straws

(compostable straws may be provided upon request);

iii. Work towards prohibiting use of non-compostable single-use disposable plastics provided to customers;

iv. Participate in the Zoo’s recycling, and if required by Smithsonian, composting programs. Manage waste effectively through proper sorting of waste for landfill, recycling, and composting, with a key objective being the diversion of more waste from the landfill, and with an emphasis on recycling;

v. Minimize/eliminate use of toxic chemicals in cleaning solutions; prioritize products that have a third-party verification (e.g. Green Seal, EPA Design for the Environment)

vi. Establish and maintain green cleaning and operating practices (i.e. if contracting another company to provide cleaning services, select vendors that subscribe to sustainable cleaning practices and products);

vii. Educate employees on sustainable practices;

viii. Provide orientation and signage for employees to encourage energy efficiency, water conservation, and waste management practices;

ix. Provide serving ware (plates, utensils, cups, bowls) that is made from recycled and/or renewable materials and is compostable, as approved by Smithsonian. Must meet ASTM standards and be certified by the Biodegradable Products Institute or equivalent.

Washable/reusable serving ware is the preferred sustainable option, with bio-based serving ware

(corn, sugar, cane, bamboo) or other sustainable product which is mutually acceptable upon prior, written Smithsonian approval. Contractor shall not use plastic straws (straws, provided upon request, must be paper or other compostable material). Contractor shall not use single-use plastic bottles or other single-use plastic items provided to customers. Non-compostable plastic lids are not permitted for use and approved compostable lids should only be available upon request.

x. Provide a variety of plant-based meal options, including entrée items, and meat and poultry from animals that have been raised according to responsible antibiotic-use policies, to the extent such an option is available and cost effective. Contractor will provide its policy(ies) regarding the purchase of meat and poultry to Smithsonian upon request.

Bird Friendly ® certified coffee must be used on the Zoo’s premises.

j. Inclusive Design and Accessibility. The Facility must meet the legal requirements and obligations of the Americans with Disabilities Act and Architectural Barriers Act (ADA/ABA) standards for accessible design. Inclusive design goes beyond minimum compliance by considering how spaces function and impact the experience for a range of users. A successfully inclusive facility is one that is designed to welcome, accommodate, and engage people at the ends of the natural human spectrum of ability, age, and culture, and thus serves all people within the full range of the spectrum.

k. Donation. With a minimum notice of thirty (30) days (notice may be sent via email), the offeror shall provide support to the Zoo for up to three (3) events per year, not to exceed $1,000 in cost per event to the offeror providing support. Terms and support details shall be mutually agreed upon in writing prior to the event.

4. CATERING. [Optional, if offeror proposes to provide catering services]

a. Contractor. The Smithsonian may request the Contractor to provide the Smithsonian with catering services. The Contractor shall perform each catering function in accordance with a separate catering agreement, which will be negotiated and finalized at the time the Smithsonian requests the

Contractor to provide such services, based on a mutually agreed upon template catering agreement. All catering events $10,000 and above shall be coordinated through Smithsonian to ensure proper categorization of events within the event types specified below. The Smithsonian shall receive a percentage of the income for Outside Special Events and Third-Party Rentals as outlined in Section 4(d).

The Contractor shall also comply with the provisions herein involving outside caterers. In addition, the

Contractor shall not use the Facility to perform catering for non-Smithsonian related events unless otherwise approved by Smithsonian (e.g., Smithsonian-approved third-party rentals). Any such use of the

Facility shall be deemed a material breach of this Agreement. If the Zoo or a third-party renter selects the

Contractor to provide catering services for an event or meeting, a separate contract will be executed specifically for those catering services.

b. Smithsonian. The Zoo may identify the Contractor as an approved caterer for events at the

Zoo but the Smithsonian has no obligation to use the Contractor’s catering services and will not require third parties to use Contractor for catering. Smithsonian reserves the right to utilize a caterer other than the Contractor for events held at the Zoo. Smithsonian may, at its own option and without penalty, direct the closing of all or part of the Facility to accommodate such special events. Outside catering providers will not have access to the Facility. If Contractor provides catering services for events at the Zoo, Contractor may use the _________ seating area and any functional area for catered events. Outside caterers will not be permitted to use these areas.

c. Event Types. For the purposes of this Agreement, catered events shall fall into four categories:

i. “In-house Meetings” are luncheons, conferences, seminars and any other gathering hosted by Smithsonian during Zoo hours;

ii. “In-house Special Events” are after-hours events, including but not limited to opening receptions and dinners, sponsored exclusively by Smithsonian;

iii. “Outside Special Events” are events, including but not limited to opening receptions and dinners, at any hour co-sponsored by Smithsonian and a non-Smithsonian organization; and

iv. “Third-Party Rentals” are private events at the Zoo hosted by an external (non-

Smithsonian) party.

d. Pricing. The Contractor shall provide the Smithsonian with copies of catering menus and prices for In-house Meetings and In-house Special Events. The Contractor shall provide catering for In-house Special Events at a ____ percent (__%) discount below market rates. The Contractor shall provide catering for Outside Special Events and Third-Party Rentals at market rates. Smithsonian shall receive a fee in the amount of ______ percent (__%) of the food, beverage and merchandise receipts for services rendered for Outside Special Events and Third-Party Rentals for the Facility and _____ percent (__%) of the food, beverage and merchandise receipts for services rendered for In-house Meetings and In-house

Special Events (hereinafter collectively referred to as the “Catering Fee”). Adjusted Gross Receipts will exclude labor and rental fees as documented on all Contractor invoices.

e. Equipment. The Contractor shall provide at its own expense all Contractor- owned equipment and smallwares necessary for catering operations.

f. Reporting. Contractor shall provide a report on a monthly basis including a schedule of all booked catering events. The report will specify, for each event: the requesting Smithsonian unit, event description and date, event category (In-house Meeting, In-house Special Event, Outside Special Event, Third Party Rentals), payor, number of attendees, and contracted price. Catering Adjusted Gross Receipts is to be line item reported based on event date with Daily/Weekly statistical reporting, and on Monthly

Settlements.

5. PERSONNEL.

a. Qualified Personnel. The Contractor shall recruit, employ, train, supervise, direct, discipline, and, if necessary, discharge a sufficient number of qualified personnel to result in a sanitary, efficient, and otherwise satisfactory operation, consistent with the standards set forth in this Agreement. All personnel employed by the Contractor to implement this Agreement shall at all times and for all purposes remain solely in the employment of the Contractor and shall not be deemed to be or conduct themselves as servants, agents, or employees of the Smithsonian, and the Smithsonian will not physically supervise or direct the Contractor’s employees in the conduct of Contractor’s day-to-day activities. Smithsonian shall also have the right to review the credentials, interview, and approve prospective supervisory and management personnel prior to their hiring. In the event of a vacancy, and except as otherwise agreed in writing by Smithsonian and Contractor, Contractor shall provide temporary coverage until the vacant position is filled. Should the Smithsonian at any time determine that inadequate staffing exists to manage the Facility, it shall notify the Contractor of the same and the Contractor shall remedy any such staffing deficiency immediately to the satisfaction of the Smithsonian, HOWEVER, it is expressly agreed that the

Smithsonian does not thereby assume or share the Contractor’s responsibility for the performance, actions, or inactions of such individuals.

b. Professionalism. The Contractor shall require its employees to dress in a manner deemed acceptable by the Smithsonian. Said employees shall at all times be conscientious, competent, courteous, and efficient, as well as neat and clean in appearance. The Contractor shall not employ any person at the

Facility who uses offensive language, or acts in a loud, boisterous or otherwise improper manner at the

Facility. The Contractor shall closely monitor the conduct of its personnel to ensure the maintenance of the highest standards of service set forth herein. In the unlikely event the Smithsonian finds the conduct of any Contractor employee to be surly, careless, insubordinate or otherwise objectionable, or whose continued employment is deemed by Smithsonian to be contrary to the public interest, the Smithsonian shall notify the Contractor of the same and the Contractor shall immediately take such measures as are necessary to resolve the matter to the Smithsonian’s satisfaction including removal of said employee from the Facility. In that event, the Contractor shall take such measures without violating federal, state, or local laws.

c. Compliance. The Contractor shall comply with all federal and state (including the District of

Columbia) equal opportunity, wage and hour and tax laws covering its employees.

d. Health. Contractor’s employees shall receive, at Contractor’s expense, medical examinations of a type and scope as consistent with normal food service and food handling practices and as required by local law or regulation, prior to the commencement of their work at the Facility and at other times as may be prudent to ensure a safe and healthy workplace as required by law. If requested by Smithsonian, Contractor shall certify that such examinations have been performed and that its employees are in full compliance with all applicable medical standards as may be required under federal, state (including

Washington, DC) and local laws.

e. Drug-Free Workplace. It is the policy of the Smithsonian to maintain a drug-free workforce and workplace. Smithsonian strictly prohibits the use, possession, consumption, exchange, delivery, manufacture, distribution, dispensation, sale or purchase of any illegal drug or a legal drug without a valid prescription on Smithsonian premises (which includes all buildings, grounds, and vehicles). Contractor shall provide drug testing in accordance with federal, state (including Washington, DC) and local laws and in accordance with Contractor’s established drug testing policy.

f. Smoke-Free Workplace. The Smithsonian is a smoke-free workplace including all areas of

Smithsonian premises, both indoors and outdoors, including the parking lots, with the exception of a limited number of designated staff smoking areas. However, Smithsonian may change or eliminate the staff smoking locations at any time. Contractor shall ensure that its employees are familiar with and fully comply with the smoke-free policy.

6. FOOD PROVISIONS.

a. Procurement. The Contractor shall purchase food, beverages, supplies, equipment and services from sources that are competitively priced. The Contractor shall provide an adequate inventory of food and related ancillary items for the effective and efficient operation of the Facility. Such inventory shall remain the exclusive property of the Contractor. All such items shall be of acceptable quality to the

Smithsonian. Contractor shall not offer any items identified on the banned product list attached hereto as

Appendix B. Contractor shall not enter into any agreements for branded product servicing programs to be conducted at the Facility without the Smithsonian’s advance, written approval.

b. Exclusive Pouring Rights. The Smithsonian has granted Pepsi “exclusive pouring rights” for all public beverage sales in the Zoo’s facilities. As a condition of this Agreement, the Contractor will be required to follow the restrictions as to beverage brand and type as contained in the Smithsonian’s pouring rights agreement. Specifically, the Contractor must sell only Pepsi products. Smithsonian reserves the right to change the company (name brand) to whom it grants pouring rights and the terms of its pouring rights agreement, and Contractor shall change brands when and if directed to do so by

Smithsonian. In the event that such change of brand results in increased cost to Contractor, Contractor may increase the selling price of the product in order to maintain its profit margin for branded beverages, subject to Smithsonian approval.

c. Menus, Prices, and Portions.

i. Initial Prices and Portions. At least forty-five (45) days prior to opening, Contractor shall provide initial prices and portions of food and beverages to be served at the Facility for the

Smithsonian’s review and written approval. The approved initial pricing/portion list shall be deemed to be incorporated into this Agreement as Appendix H. Once approved, any increase in price, modification of portion, or change in menu desired by Contractor requires the prior written approval of the Smithsonian.

Contractor shall post the food and beverage prices for public/Patron viewing in such places as

Smithsonian may designate. Contractor shall make available upon Patron request nutritional information to the greatest extent possible and shall in all cases make allergen information (soy, wheat, peanut, etc.)

available to requesting Patrons. In the event local authorities require posting (on menu signs) or including on labeling nutritional information, calorie counts, and the like, Contractor agrees to implement the same requirements at the same time at the Facility.

ii. On an annual basis during the Term, no later than February 1, Contractor shall submit for Smithsonian’s review and written approval a proposed list of all menu items to be sold in the following Contract Year. The list shall include the name of the item, portion size, included condiments and the proposed price for the item.

iii. Price Changes. [PENDING]

iv. Food Packaging. In accordance with Section 3.i above, the Contractor shall not use polystyrene service ware. All disposable packaging must be submitted to the Smithsonian Contracting

Officer’s Representative (“COR”, identified in Section 19.a.ii below) for written approval prior to use. All pre-packaged foods shall be dated based on acceptable industry standards (sell-by date, made date, etc.).

v. Contractor shall not change any of the Smithsonian approved pricing, portions, and/or packaging, cease the sale of any approved food or beverage item, or sell any non-approved item without receiving the prior, written consent of the Smithsonian.

vi. Staff and Member Discounts. Contractor agrees that all persons possessing an official Smithsonian identification badge and signing a record showing name, ID number, dollar amount of sale, and cashier’s initials shall be entitled to a discount of thirty percent (30%) on the purchase price of all food and non-alcoholic beverages sold by Contractor at the Facility. In addition, discounts will be available for Zoo members as set forth in Appendix D. Undiscounted Gross Revenues from the sale of food and non-alcoholic beverages sold to Smithsonian employees and Zoo members at the applicable discount rate shall be included in the calculation of Adjusted Gross Receipts. All discounts given to

Smithsonian employees and Zoo members at the applicable discount rates at the Facility shall be deducted from the calculated Concession Fee amount due.

7. MAINTENANCE AND REPAIR.

a. General. Contractor shall procure and provide at its sole cost furniture, fixtures and equipment necessary for the operation of the Facility. A list of equipment to be provided by Contractor is attached hereto in Appendix I. The Contractor shall maintain the Facility, including all equipment and furniture therein, in good working order, repair, and safe condition. This includes, without limitation, maintaining lighting (to include new bulbs), devices, faucets, valves, kitchen equipment, exhaust hoods, housekeeping, laundry and linens, and routine and preventative maintenance of grease traps, grease duct systems, drains, water filters, refrigeration and all other FF&E located in the Facility, according to good business practices, as well as repair of worn or chipped surfaces, broken tile, worn carpeting, broken tables or chairs, etc. Additional details are set forth in Appendix J, attached hereto. Contractor shall adhere to the requirements set forth in Appendix J, Maintenance and Repair Guidelines. Smithsonian and

Contractor shall schedule and conduct a joint walk-through of the Facility on an annual basis to confirm that the Facility is properly maintained. Storage for outdoor tables, chairs and mobile food carts is

Contractor’s responsibility.

b. Necessary Repairs.

i. Base Building Repairs. The cost of all repairs, alterations, improvements, renewals or replacements to the Facility’s structures or to their mechanical, electrical, heating, ventilating, air conditioning systems, plumbing and vertical transportation systems shall be borne by the Smithsonian except to the extent the need for repair is the result of the negligence or willful misconduct of

Contractor’s operations. The Contractor shall submit a work order to the Smithsonian Office of Facilities

Management and Reliability (“OFMR”) for any repair and provide a copy to the COR. In the event that the Contractor’s negligence or willful misconduct causes damage(s) requiring repair, the Contractor shall pay the cost of any such repairs, alterations, improvements, renewals, or replacements.

ii. Equipment Repairs (including Cushman/Golf Carts). The cost of all repairs, alteration, improvements, renewals or replacements to the Facility’s equipment shall be borne by the Contractor. All repairs and replacements made by Contractor shall be of a quality substantially equal to the original in materials and workmanship.

c. Emergency Maintenance. The Contractor shall at all times maintain an onsite or immediately available repair capability to make emergency repairs or replacements to equipment within four (4) hours of being notified that such repairs or replacements are required.

d. Preventative Maintenance. The Contractor shall establish and implement an adequate ongoing written preventive maintenance program and schedule which shall be submitted to the Smithsonian for its review and approval within thirty (30) days of the Contractor’s commencing operations under the terms of this Agreement. Following the Smithsonian’s acceptance of said preventive maintenance program, the

Contractor shall fully familiarize its employees with the contents of the program to assure successful implementation. The Contractor shall maintain complete records of periodic maintenance performed on any equipment that may apply to the same. Said records shall be made available to the Smithsonian upon its request. All repairs and replacements made by the Contractor shall be of a quality substantially equal to the original in materials and workmanship.

e. Furniture, Fixtures and Equipment. On an annual basis, the Contractor shall cover the cost of replacing or renewing the FF&E used in Facility operations as is necessary for them to be in good working order, repair, and safe condition. Any changes to FF&E (from FF&E items originally approved by Smithsonian for installation) are subject to Smithsonian’s advance approval.]

f. Mobile Carts. Contractor may operate a minimum of two food and beverage carts/kiosks at the

Zoo (any additional carts are subject to mutual agreement of the parties). Hours of operation are set forth in Appendix D.

i. Staff and member discounts will be available at the carts upon implementation of the cart technology set forth in subsection 7.f.vii below.

ii. Contractor will include cart revenue in Adjusted Gross Receipts at the Facility and pay

Smithsonian the Concession Fee due under Section 9 below.

iii. Contractor may subcontract for these services, but only with a subcontractor approved in advance by Smithsonian. At any time, Smithsonian may revoke subcontractor approval and require

Contractor to operate the carts itself. Contractor shall ensure that its approved subcontractor(s) complies with all the terms of the Agreement. Notwithstanding the foregoing, Contractor shall be solely responsible for making payment to the Smithsonian.

iv. Contractor will provide the carts, unless otherwise agreed upon. Contractor shall be responsible at its expense for all repairs and maintenance on such carts. Contractor or its subcontractor shall be responsible for the costs of all equipment and supplies necessary for the operation of the carts.

v. In recognition that the carts are often a visitor’s first interaction with the Smithsonian, cart personnel will be required to be knowledgeable about the location of Smithsonian information desks and Contractor’s amenities, and will, upon Smithsonian’s request, distribute informational materials to visitors (whether or not they make a purchase).

vi. Contractor shall at all times maintain such carts/kiosks in good repair and in a clean and sanitary condition and consistent with health, safety and sanitation codes/ordinances in the District of

Columbia, and in accordance with Section 7.b.ii above. In the event that carts/kiosks need to be moved from their temporary locations, Contractor shall recommend new location(s) to Smithsonian, with the determination of cart/kiosk location to be at Smithsonian’s discretion. In the event Smithsonian determines that Contractor shall cover any cart/kiosk, Contractor shall manage and handle said cart/kiosk covering as directed by Smithsonian at Contractor’s cost and expense. Cart storage, if required, will be provided by Contractor.

vii. Technology for Cart Sales. Contractor shall implement the proposed technology described in Appendix M hereto for cart sales in accordance with the implementation schedule set forth in

Appendix A. All carts must accept credit cards and must have the capability to accept multiple payment types and provide discounts. At no time will Contractor’s network interface or connect with

Smithsonian’s network, internet access or systems.

g. Sanitation.

i. General. The Contractor recognizes and acknowledges that the sanitation of the

Facility is of great importance to the Smithsonian. The Contractor therefore agrees to operate the Facility in accordance of the highest sanitary standards established by the current edition of the U.S. Public Health

Service “Food Code” and all applicable health and sanitation laws, regulations, and ordinances.

Contractor shall maintain the cleanliness of the Facility and the area within a twenty-five (25) foot radius.

ii. Specifics. Within the Facility, the Contractor shall arrange for the continuous, frequent (daily or otherwise appropriate basis) and adequate sanitary handling and disposal of all trash, garbage, food scraps, and other refuse (hereinafter “refuse”) accumulated in the operation of its business.

The Contractor shall provide and use suitable covered receptacles for all trash and other refuse and shall provide cold storage (where available) or other non-odorous sanitary storage for garbage. Refuse shall be removed and hauled from the Facilities as frequently as necessary to maintain the highest sanitation standards. All receptacles from which the refuse is removed and hauled shall be vermin-proof and cleaned daily. The piling of boxes, cartons, barrels or similar items in an unsanitary, unsightly, or unsafe manner on or about the Facility is prohibited. The Contractor shall be responsible for general cleaning and housekeeping in the Facility. This shall include at a minimum: the cleaning of all tables, chairs, counters

(tables, chairs and counters in public areas must be serviced in an on-going manner throughout the service period), decorations, displays, glass within the cafes, food preparation and storage areas; carpets shall be spot cleaned daily, thoroughly steam cleaned quarterly or more often as necessary; pulling trash; and the periodic waxing and buffing of floors, FF&E, office areas, and carts and kiosks; all as applicable. For purposes of clarity, Contractor shall not be responsible to clean base building areas that are cleaned by the

Zoo, including but not limited to restrooms in publicly accessed areas.

iii. Janitorial. The Contractor shall provide daily janitorial service for the Facility, to include mopping or other appropriate floor cleaning, routine wipe down and spot cleaning of walls, interior glass surface dirt and marks caused by Patrons in the normal course of business; routine cleaning of smudges and dirt on windows, vestibule, and entrance doors and glass on the interior of the Facility

(Contractor is not responsible for the exterior surface of outside windows). Cleaning supplies are

Contractor’s responsibility.

iv. Pest Control and Exterminator Services. The Smithsonian shall arrange and pay for extermination services, including periodic inspections, for brick and mortar locations and Contractor shall reimburse Smithsonian for these costs quarterly. Smithsonian Institution pest management may be available to assist with small mobile units on a case by case basis. Resources are limited and not guaranteed and pest control ultimately is the responsibility of the Contractor.

v. Grease containers must have catch pans. Cost of jetting drain lines will be shared equally by Smithsonian and Contractor. Grease trap maintenance is Contractor’s responsibility.

Smithsonian retains the right to review and inspect work performed by or on behalf of Contractor.

vi. Cost of grease duct cleaning is Contractor’s responsibility. In addition, Contractor is responsible for the grease duct cleaning contract (in addition to the cost). Grease duct cleaning will be required to meet Smithsonian standards established in accordance with Fire Code NFPA 96 (National Fire

Protection Association). Ducts will be cleaned a minimum of four (4) times per calendar year initially

(cleaning frequency will then be evaluated by Smithsonian based on condition to set frequency for future years). Video scoping of cleaned ducts will be required after each cleaning. Contractor shall make video scoping videos of duct cleaning available to Smithsonian for review upon request, as well as copies of all records relating to grease duct cleaning.

vii. Fire Suppression. Contractor shall be responsible for kitchen hood fire suppression system inspection and service. Fire suppression systems must be inspected and serviced a minimum of every six months by a trained and qualified person in accordance with NFPA 96. Contractor shall make copies of all records relating to fire suppression available to Smithsonian for review upon request.

h. Composting and Recycling. The Contractor shall provide in the Facility recyclable receptacles and shall participate in the Smithsonian’s recycling program and, if requested by Smithsonian, the

Smithsonian’s composting program. Contractor is on notice that the Smithsonian has banned the sale of beverages in single use plastic bottles and the use of non-compostable single-use disposable plastics provided to customers with the goal of eliminating all non-compostable single-use disposable plastics provided to the customer.

i. The Smithsonian’s composting and recycling program is attached hereto as Appendix

C, Composting and Recycling at Smithsonian Facilities. Contractor is responsible for, and will continue to be responsible for, recycling as stated in Appendix C, and, if required by the Smithsonian, composting as stated in Appendix C. Any changes to Appendix C are subject to the mutual agreement of the parties.

ii. The Contractor shall recycle, compost (if required by Smithsonian), salvage or otherwise divert from landfills and incinerators, municipal waste material for the Facility. Contractor’s target diversion rate (by weight/tons) for the Facility shall be a minimum of fifty percent (50%) with a goal of seventy-five percent (75%). This material includes both back-of-house and front-of-house waste such as waste grease and cooking oils, kitchen and post-consumer food scraps and disposables, metal, plastic and glass bottles (if glass is accepted as a recyclable in D.C.) and cans known as commingle in the recycling industry, cardboard, office paper, shipping pallets and reusable packaging and containers such as milk crates and bread trays, toner cartridges, e-waste, and equipment that can be reused as surplus or recycled as scrap metal. Contractor shall make best efforts to increase the diversion rate throughout the

Term of this Agreement.

iii. The Contractor shall operate a waste diversion program. Recycling efforts may be coordinated and combined with programs managed by the Smithsonian Office of Facilities Management

& Reliability (“OFMR”) for the larger Facility such as the GSA’s National Capitol Region Recycling

Program which accepts commingle, cardboard, paper and toner cartridges. Waste diversion services not provided through OFMR, such as compost hauling as set forth below, are the responsibility of the

Contractor with reporting and in coordination with the OFMR Recycling Task Force.

iv. If composting is required by Smithsonian, the following requirements shall apply:

Contractor shall participate in a regionally available industrial/commercial composting program capable of composting pre and post-consumer food waste and compostable bio-plastics and must maintain standards of operation and quality of compostable organics acceptable to the composting facility. The

Contractor is responsible to collect, separate and transport recyclables to designated collection sites. The compostable materials collection bins and surrounding space are to be kept clean and orderly by the

Contractor. Weights of compostable organics diverted are to be documented and reported to Smithsonian for diversion tracking. The Smithsonian, in conjunction with the Contractor, shall encourage and educate the customer on the recycling/composting program and necessary sorting of customer’s materials.

Contractor is responsible for the cost of transportation to available composting facilities up to two hundred (200) miles from Washington, DC. Cost of transportation beyond 200 miles shall be the responsibility of Smithsonian or Smithsonian may elect to revise the recycling/composting program.

v. Contractor is responsible for grease storage management and disposal. For purposes of the collection, storing and recycling of grease and cooking oils: The containers and surrounding space are to be kept clean and orderly by the Contractor. The kitchen grease will be collected in containers that are waterproof, vermin-proof, covered with working lids, and well-labeled to indicate what should be deposited in the container. Weights of recycled cooking oils are to be shared with the Smithsonian for diversion tracking.

vi. Methods of diversion may also include donations of excess food to food banks as permitted by law and regulation, return of containers and packaging to suppliers for reuse, or waste diversion identified by the Contractor.

vii. Waste composted (if composting is required by Smithsonian), salvaged, recycled, or disposed of in landfill or incinerator by the Contractor will be quantified and reported to OFMR quarterly.

viii. Reduced Packaging from Suppliers. Contractor should elect to reduce or encourage suppliers to reduce the packaging of incoming supplies and to recover shipping materials for reuse, thereby reducing the waste burden to Smithsonian and environmental impacts.

ix. Staff Training on Sustainable and Waste Management. The success of the sustainability and waste management programs are dependent on all staff understanding the goals and methods required for success. High staff turn-over rates require on-going training. Contractor will provide sustainability-related training to new staff and repeat training to existing staff at least every six (6) months.