RFP Food & Beverage Concession - California State …static./media/Publications...RFP Food & Beverage Concession June 7, 2017 3 I. Projected Timetable The following projected timetable

Request for Proposal

Food & Beverage Concession

June 7, 2017

CALIFORNIA STATE LOTTERY 700 North 10th Street

Sacramento, California 95811-0393

i

TABLE OF CONTENTS I. GENERAL INFORMATION Page

A. Introduction and Purpose ................................................................................. 1 B. Lottery Headquarters ....................................................................................... 1 C. Demographic Data ........................................................................................... 1 D. Lottery’s Current Food and Beverage Retail Program ..................................... 1 E. Concept Description ......................................................................................... 1 F. Custom Improvements ..................................................................................... 2 G. Minimum Responder Qualifications ................................................................. 2 H. Issuing Office and Vendor-Initiated Contact ..................................................... 2 I. Projected Timetable ......................................................................................... 3 J. Verbal Communication ..................................................................................... 3 K. Examination of All Requirements ..................................................................... 3 L. Notices and Amendments to the RFP .............................................................. 3 M. Questions ......................................................................................................... 4 N. Facility Tours .................................................................................................... 4 O. Property of the Lottery ...................................................................................... 4 P. Proposals are Public Records .......................................................................... 4 Q. Nonmaterial Deviation ...................................................................................... 4 R. Rejection of Proposals ..................................................................................... 4 S. Cancellation ..................................................................................................... 4 T. Hiring of Lottery Personnel ............................................................................... 4 U. Governing Law and Regulations ...................................................................... 5 V. Joint Proposals/Joint Contractors .................................................................... 5 W. Real Estate Broker Compensations ................................................................. 5 X. Disclaimer ........................................................................................................ 5

II. PROPOSAL REQUIREMENTS A. Attachment 1, Certification and Evaluation Criteria .......................................... 6 B. Rated Submittals and Evaluation Criteria ......................................................... 6 III. PROPOSAL EVALUATION AND AWARD

A. Attachment 1, Certification Evaluation ............................................................. 9 B. Rated Submittal Evaluation .............................................................................. 9 C. Finalist Interview .............................................................................................. 9 D. Best Value Analysis ......................................................................................... 9

IV. LEASE AWARD AND EXECUTION

A. Lease Award .................................................................................................... 9 B. Lease Execution .............................................................................................. 9

V. CUSTOM IMPROVEMENTS CONSTRUCTION .................................................... 10 VI. PROPOSAL PACKAGING AND DELIVERY A. Packaging ........................................................................................................ 10 B. Delivery ............................................................................................................ 10

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EXHIBITS Exhibit A Concept Description and Specifications ........................................................... 12 Exhibit B Architectural View and List of Kitchen Equipment ............................................ 16 Exhibit C Interior View Photographs ................................................................................ 18 Exhibit D Draft Lease Agreement .................................................................................... 26 ATTACHMENTS Attachment 1 Certification ............................................................................................ 49

RFP Food & Beverage Concession June 7, 2017 1

I. GENERAL INFORMATION

A. Introduction and Purpose

The California State Lottery (Lottery) is inviting proposals through this Request for Proposal (RFP) from qualified Responders to enter a non-exclusive food and beverage concession lease agreement at the Lottery Headquarters (HQ) Building. This RFP provides the opportunity for all qualified food and beverage operators to submit a proposal to develop and operate a non-exclusive food and beverage concession at the Lottery. The Lottery’s goals for its food and beverage concession is to provide Lottery employees, visitors, neighboring businesses and their employees with lunch options.

B. Lottery Headquarters The Lottery HQ is located at 700 North 10th Street, Sacramento. The site is south of the American River and located between Richards Boulevard and Vine Street, in the city of Sacramento. The Lottery has approximately 450 employees at this location. The Lottery HQ includes a 385-seat Pavilion where Lottery Commission meetings are conducted. Other state agencies frequently rent the Pavilion for large meetings. The space available for the food and beverage concession area is approximately 2,545 square feet (See Exhibit B, Architectural Views and List of Kitchen Equipment). This space includes the kitchen and food preparation area, sales area, support space (office and storage), restrooms, and a dining area. The Lottery strongly desires Responders that do not propose significant tenant improvements.

C. Demographic Data

The area which surrounds the Lottery HQ is known as “The River District,” and is on the verge of significant business growth and other economic development. The California Highway Patrol Headquarters complex is immediately west of the Lottery HQ campus. This complex serves as the home base for approximately 900 employees. There are also several office supply stores within a block and several restaurant supply stores within two blocks. In addition, there are several operating warehouses within walking distance.

D. Lottery’s Current Food and Beverage Retail Program

The Lottery HQ’s current food and beverage retail offerings are a Subway sandwich franchise, and four vending machines. The successful Responder’s core business must not primarily sell sandwiches.

E. Concept Description

The Lottery is seeking a contemporary concept that provides food prepared as close to order time as possible. Food should be quick-serve, yet generally prepared and assembled as ordered.


F. Custom Improvements

The Lessee will be responsible for all custom improvements, including painting and wallpaper within its own color scheme.

G. Minimum Responder Qualifications

This RFP is open to all Responders that meet the following minimum qualifications at the time proposals are due. Responders must: 1. Possess two or more years, within the last five years, of continuous experience in the

ownership, management or operation of food and beverage concepts or concessions with gross sales in at least two of those years exceeding $200,000;

2. Be financially capable of meeting the terms and conditions of the Lottery’s lease; 3. Be duly authorized to conduct business in California at the time of lease execution;

and 4. Meet the requirements set forth in Attachment 1, Certification.

H. Issuing Office and Vendor-Initiated Contact

This RFP is issued by the Lottery’s Operations Division. Issuance of this RFP does not constitute a commitment by the Lottery to award a lease. The issuing office is the Responders’ sole point of contact regarding this RFP. All notices or questions pertaining to this RFP must be directed to: California State Lottery

Operations Division Attention: Ryan George

700 North 10th Street Sacramento, California 95811 Phone: (916) 822-8024 TDD: (800) 345-4275 Email: [email protected]

No contact regarding this RFP will be allowed between Responders or potential Responders and members of the Lottery Evaluation Team, Lottery Commissioners, or Lottery staff after issuance of the RFP with the exception of the Lottery contact person named above. Any such contact may disqualify a Responder from further consideration. Requests for clarification from Responders will be allowed, provided such requests are made through the above contact.


I. Projected Timetable

The following projected timetable is subject to change and is provided for informational and planning purposes only. The Lottery may change these dates without amending this RFP.

Action Date Time

Issue RFP June 7, 2017 Facility Tours As necessary Questions As necessary Proposal Due Date July 3, 2017 5 pm PT Finalist Interviews As needed Identify Apparent Successful Responder July 20, 2017 Projected Lease Effective Date August 1, 2017 Food & Beverage Concession Operations Begin September 1, 2017

J. Verbal Communication

Any verbal communication with a Lottery employee concerning this RFP is not binding on the Lottery and will in no way alter a specification, term, or condition of this RFP or any resulting contract.

K. Examination of All Requirements

Responders are strongly encouraged to examine this document thoroughly and become familiar with the RFP’s requirements, including but not limited to those set forth in Exhibit A, Concept Description and Specifications and Exhibit D, Draft Lease Agreement. Responders’ proposals must be based solely on the information and materials contained in the RFP and any amendments thereto or other written communications regarding the RFP that are issued by the Lottery. Responders must disregard all other information, including draft material, newspaper advertisements or articles, and verbal representations.

The Lottery may, in its sole discretion, refuse to accept a proposal if it fails to furnish all required information or follow the format specified in this RFP.

L. Notices and Amendments to the RFP

The Lottery may cancel or amend this RFP at any time. Interested parties may access notices and amendments on the Lottery’s website at www.calottery.com under “Vendors”.


M. Questions Questions regarding this RFP must be submitted to the Lottery contact person identified

on page 2, section I.H. of this RFP. The Lottery expects to respond to any question within three business days of receipt. The Lottery will accept questions up to the proposal due date and time shown on page 3, section I.I. of this RFP.

N. Facility Tours

Interested parties may request facility tours by contacting the Lottery contact person identified on page 2, section I.H. of this RFP. Facility tours will be scheduled at the convenience of the Lottery.

O. Property of the Lottery

All proposals become the property of the Lottery upon receipt and will not be returned to Responders.

P. Proposals are Public Records

Except as otherwise provided herein pursuant to the California Public Records Act, California Government Code §§ 6250 et seq., all data, materials, information, and documents submitted to the Lottery by a Responder may be incorporated into a publicly-available contract and may otherwise be subject to disclosure upon request by competitors and members of the public. The Lottery will process all Public Records Act requests in accordance with the laws of the State of California. A Responder’s labeling of any proposal materials as “confidential” or otherwise exempt from disclosure is not binding on the Lottery, and the Lottery will not be liable to the Responder or to any other person or entity for disclosing information as required by law.

Q. Nonmaterial Deviation The Lottery may waive any deviation in a proposal that the Lottery determines to be

nonmaterial. The Lottery’s waiver of a nonmaterial deviation in no way modifies the RFP’s requirements or excuses Responders from full compliance with the Lease’s requirements.

R. Rejection of Proposals The Lottery reserves the right to reject any or all responses to this document. S. Cancellation The Lottery reserves the right to cancel any and all elements of this solicitation or rescind

the announced award at any time up to execution of the actual Lease.

T. Hiring of Lottery Personnel At all times during the proposal evaluation period and continuing through contract award

or rejection of all proposals, Responders are prohibited from officially or unofficially


making any employment offer or proposing any business arrangement whatsoever to any Lottery employee involved in the evaluation of proposals. A Responder making such an offer or proposition will be disqualified from further consideration.

U. Governing Law and Regulations The Lottery’s governing law and regulations, including the California State Lottery Act,

are available on the Lottery’s website (www.calottery.com). V. Joint Proposals/Joint Contractors The Lottery will accept joint proposals in response to this RFP. A joint proposal (which is

defined as two or more independent entities offering one proposal) that results in the award of a contract will be deemed one indivisible contract. Each entity will be jointly and severally liable for the performance of the entire contract.

The joint entities must designate in their proposal a single individual authorized to represent the joint ventures in all matters relating to the Contract. If a joint proposal is being submitted, at least one of the independent entities must meet all of the Minimum Responder Qualifications listed above.

W. Real Estate Broker Compensation The Lottery is not offering to, and will not, compensate real estate agent or broker fees in

relation to this RFP; if the selected Responder is working with a real estate agent or broker, the selected Responder is solely responsible to pay their real estate agent or broker’s fee.

X. Disclaimer Facility information contained in these documents is for informational purposes only. The

Lottery is not responsible for any inaccuracies or interpretations of the statistical information or drawings provided during the RFP process. The Lottery makes no guarantee as to the number of employees to be housed in the HQ building or any future buildings or the amount of future revenues to food vendors.

II. PROPOSAL REQUIREMENTS

Proposals submitted in response to this RFP must comply with the requirements of this section. Failure to complete and submit the information listed in this section in the specified format may result in disqualification of the Responder’s proposal. Proposals and other requested documents must be organized in the same order and with the same lettering/numbering and bullet format as shown in the following sections and subsections. Responders must provide the Lottery with as much information as necessary in their proposal for the Lottery to award a lease. At a minimum, the proposal must be fully responsive to the


specific requirements stated in this RFP. Responders must identify any requirements of this RFP they cannot satisfy.

A. Attachment 1, Certification

Responders must complete and submit Attachment 1, Certification at the time of proposal submission and included in its proposal package. Failure of the Responder to submit the completed Attachment 1, Certification may, at the sole discretion of the Lottery, result in the disqualification of the proposal. Attachment 1, Certification requires original signatures and must be signed in either blue or black ink by a person who is authorized to contractually bind the Responder. Responders must not alter the Lottery’s Certification form. Any change made to the Certification form by the Responder, including but not limited to exceptions, deletions, and additions, may be the basis for disqualification of the Responder’s proposal.

Evaluation Criteria for Attachment 1, Certification: Pass/Fail

B. Rated Submittals and Evaluation Criteria

Responders must submit the following information which will be evaluated under the corresponding evaluation criteria and rated in accordance with the Rating Chart in section III, Proposal Evaluation and Award. The Lottery will not evaluate any portion of a Responder’s proposal that exceeds the maximum number of pages for each rated submittal.

1. Experience Statement

Responder must provide a detailed, written description of the Responder’s relevant experience in ownership, management, and operation of food and beverage concepts and concessions. Responders will limit their description to 1½ pages, single-spaced, submitted on 8½” X 11” paper, using at least 12-point font.

Evaluation Criteria for Experience Statement: Depth of qualifications and experience; and Demonstrated ability to conduct business.

2. Concept Description

Responders must provide detailed, written information to clearly explain the Responder’s proposed concept for the concession space and how the Responder’s proposed concept distinguishes itself from other proposals. At a minimum Responders must explain the following: a. Identify the operating name(s), concept(s), and theme(s) proposed.


b. Explain how the Responder’s brand(s)/concept(s) will provide quality products, value, and time efficiency for customers.

c. Provide a list of proposed menus/products. d. Describe any unique attributes of the proposal and why the Responder’s proposed

concept would be the best choice for the Lottery. Responders will limit their written information to 2 pages, single-spaced, submitted on 8½” X 11” paper, using at least 12-point font.

Evaluation Criteria for Concept Description: Overall quality and strength of the concept and proposed menu/products.

3. Custom Improvements

The Lottery will evaluate and consider all costs the Responder proposes to invest in the Lottery’s food & beverage retail space. Responders must provide a list and describe, in detail, their proposed non-permanent facility improvements (custom improvements), estimated costs, and estimated timeframe for completion of all custom improvements. Examples of custom improvements include, but are not limited to, corporate fixtures, finish materials, painting surfaces with corporate colors, and fixed-menu signage. Dining area furniture will be included here if it is to be provided by, and will remain the property of, the Responder. Do not include costs for food, uniforms or other non-facility related costs.

Responders may include additional pages to describe their custom improvements and will limit their written information to 1½ pages, single-spaced, submitted on 8½” X 11” paper, using at least 12-point font.

Evaluation Criteria for Custom Improvements: Overall quality and feasibility of custom improvements; and Custom improvements to be completed in a timely manner.

4. Operating Plan

Quality, value, and service to customers are the Lottery’s primary concerns. Responders must provide a detailed, written description of how the Responder will achieve the goal of operating a high-quality, “customer-focused” operation. In their Operating Plan, Responders must describe their management team’s experience, maintenance and customer service plans, and pricing.

Responders will limit their written description to 1½ pages, single-spaced, submitted on 8½” X 11” paper, using at least 12-point font.


Evaluation Criteria for Operating Plan: Quality, strength and thoroughness of the maintenance and customer

service plans; Fairness and affordability of pricing; Creativity, innovation and feasibility of the Responder’s Operating Plan.

5. Financial and Organizational Background Information

Responder must provide information for the Lottery to determine the Responder’s financial solvency in relation to the Lottery’s food and beverage concession. Responders must provide a detailed, written description that outlines the Responder’s funding sources for custom improvements and any other business start-up costs. Please see section I.X. of this RFP for the Lottery’s description of a joint proposal/joint contractor. At a minimum, Responders must submit the following information for each entity comprising the sole proprietorship, joint venture, partnership or LLC: a. Responder’s statement on whether it proposes to enter the lease as a sole

proprietor, joint venture, partnership or Limited Liability Company (LLC) and a description of the organization;

b. Funding sources; c. Federal tax returns for 2015 and 2016 or a financial statement certified by the

Responder’s Controller or an officer of the Responder; d. To date 2017 Profit & Loss statement (if currently operating); and e. Tri-merge Credit Report with FICO scores (dated within 90 days of proposal due

date).

Responders will limit their description to 1½ pages (not including other requested documents), single-spaced, submitted on 8½” X 11” paper, using at least 12-point font. Responders’ Financial and Organizational Background Information will not be disclosed by the Lottery unless required by law.

Evaluation Criteria for Financial and Organizational Background Information: Clarity of description of proposed organization; Demonstrates pattern of financial stability and responsibility; and Demonstrated ability to maintain financial solvency during the term of the

Lottery’s lease.

III. PROPOSAL EVALUATION

The Lottery will conduct a fair and impartial evaluation of proposals received in response to this RFP. Proposals may be evaluated and rated in comparison with other submitted proposals. The Lottery may request clarification from Responders during any phase of the evaluation process. Unless specified otherwise, the requested information in section II will be evaluated and rated using the Rating Chart shown below:


RATING CHART

Rating Definition

Exceeds Proposal exceeds requirements; proposal has one or more strengths that will benefit the Lottery.

Meets Proposal meets minimum requirements.

Does Not Meet Fails to meet minimum requirements. (Proposals with an unacceptable rating are not awardable.)

A. Attachment 1, Certification Evaluation Attachment 1, Certification will be reviewed and evaluated as either “Pass” or “Fail”. B. Rated Submittal Evaluation

The information requested in section II.B, Rated Submittals and Evaluation Criteria, and identified below will be evaluated in accordance with the criteria set forth in section II.B and rated in accordance with the Rating Chart shown in section III, Proposal Evaluation. Responders receiving an overall rating of “Does Not Meet” in the rated submittal evaluation will not be invited to participate in Finalist Interviews, if held.

C. Finalist Interview

The Lottery may, at its own discretion, choose to conduct Finalist Interviews. If the Lottery conducts Finalist Interviews, it will identify Finalists and schedule interviews at the convenience of the Lottery. Interviews will be evaluated in accordance with the Rating Chart shown in section III, Proposal Evaluation.

D. Best Value Analysis

For the purposes of this RFP, the best value response will be the response that provides the best overall value to the Lottery.

IV. LEASE AWARD AND EXECUTION

A. Lease Award

The lease will be awarded to the Responder that submits the best value response, unless this procurement is otherwise cancelled by the Lottery.

B. Lease Execution

After completion of the evaluation process and selection by the Lottery, the Lottery will provide a letter of intent followed by original copies of the Lease to the Selected Responder. The Selected Responder shall fully sign and return all original copies of the


Lease document to the Lottery for final execution within 20 calendar days after receipt. Should a Selected Responder fail to sign and deliver the Lease within 20 calendar days, the award may be canceled by the Lottery and an award made to another Responder. By signing the Lease, the Selected Responder represents that it has carefully examined and is familiar with the Lease site and all requirements of the RFP and any amendments. The Selected Responder represents and acknowledges that it has made such examinations and has investigated and is satisfied as to the conditions to be encountered and the character, quantity, quality, and scope of the Lease in full. No information/data derived from the Lottery will in any way relieve the Lessee from its responsibility or from properly performing its obligations under the Lease. Information/data provided by the Lottery is done so as a convenience to the Responder without any warranty whatsoever by the Lottery. The Lessee shall make its own conclusions and interpretations from the information/data supplied by the Lottery.

V. CUSTOM IMPROVEMENTS CONSTRUCTION

The Lottery may allow the Lessee to begin custom improvements in accordance with its proposal, upon completion of the following tasks and with the Lottery Lease Manager’s approval: A. Execution of the Lease by all parties; B. Readiness of the space as determined by the Lottery Lease Manager; C. Review of the design and construction drawings by the Lottery Lease Manager (if

necessary); and D. Receipt of all necessary approvals and permits as determined by the Lottery Lease

Manager.

VI. PROPOSAL PACKAGING AND DELIVERY

A. PACKAGING

Proposals must be submitted in a sealed package and addressed as set forth below, and must clearly identify the Responder making the submission. The sealed package must contain one original and one copy of the submittals in the following order:

1. Attachment 1, Certification 2. Experience Statement 3. Concept Description 4. Custom Improvements 5. Operating Plan 6. Financial and Organizational Background Information

B. DELIVERY

Proposal packages must be received by the Lottery no later than 5 pm PT on Monday, July 3, 2017. Fax or electronic transmissions will not be accepted. Mail or deliver proposal packages to:


California State Lottery Operations Division 700 North 10th Street

Sacramento, California 95811-0393 Attention: Ryan George

RFP- Food & Beverage Concession DO NOT OPEN IN MAILROOM

Postmark date will not constitute timely delivery. Proposal packages received after the above date and time will not be considered. Responders are solely responsible for ensuring timely receipt of their proposal packages.


EXHIBIT A CONCEPT DESCRIPTION AND SPECIFICATIONS

A. Concept Description

The Lottery is seeking a contemporary concept that provides food prepared as close to order-time as possible. The Lottery desires quick-serve food that is generally prepared and assembled as ordered.

B. Custom Improvements

The Lessee will be responsible for all custom improvements, including any painting and wallpaper within its own color scheme. The painting and wallpaper plan must be part of the Lessee’s Custom Improvement Plan and be preapproved by the Lottery. The Lottery will not unduly prohibit the Lessee from carrying out the look and feel of its franchise image. All improvements must be approved by the Lottery in advance and the Lessee must obtain and pay for any permits required for the proposed improvements before construction work may begin.

C. Leadership in Energy and Environmental Design (LEED) Certification

The Lottery obtained LEED Gold certification for New Construction in 2012, and LEED Silver for Existing Buildings Operations & Maintenance (EBO+M) in 2016. The EBO+M certification requires us to meet various sustainable operating standards on an ongoing basis with respect to water efficiency, energy and atmosphere, materials and resources, indoor environmental quality, location and transportation and sustainable sites.

D. Waste

To continually exceed the goals set forth by LEED, and the diversion mandates set forth by the State of California, the Lottery requires the selected Lessee’s participation in the diversion of organic waste.

The Lottery requires separation of organics (food scraps, soiled napkins/paper towels and paper food wrappings) from your kitchen area only. These items can be separated exactly like your kitchen recycle and trash. The Lottery will provide a kitchen-sized compost bin.

The Lottery will provide outside dumpsters for final disposal of trash, recyclables, and compostable waste and will empty the dumpster under its disposal contract.

E. Grease

The Lottery shall provide an underground storage receptacle for grease. The Lottery will provide grease removal per state and local ordinance at no cost to the Lessee.


F. Signage

All signage is subject to the approval of the Lottery. Street signage allowances must comply with the standards set by the City of Sacramento. Canopy signs are limited to 15-feet wide and 10-inches high. Some window signage is allowed.

No temporary signage is allowed on Lottery property outside of the retail space unless approved by the Lottery. No handwritten signs are allowed outside of the sales area.

G. Food Pricing

It is intended that the food offered in the retail establishment shall be priced at a level to be generally affordable to Lottery employees to purchase on a regular basis.

H. Smoking Lottery HQ is a non-smoking facility. Smoking is not allowed within 25 feet of any entrance, including the retail space. Smoking urns will be provided by the Lottery in appropriate areas away from the building.

I. Department of Rehabilitation Business Enterprise Program The California Department of Rehabilitation (DOR) provides an opportunity for qualified DOR consumers who are legally blind to become independent food service professionals under the Business Enterprise Program (BEP). The program was created through federal legislation, the Randolph-Sheppard Act of 1936 (RTF), which was enacted to "provide blind persons with remunerative employment, enlarging the economic opportunities of the blind, and stimulating the blind to greater efforts in striving to make themselves self-supporting." The federal and state statutes governing this program provide a "priority" for blind vendors to operate food service facilities in federal and state government buildings. The Lottery has received a Waiver of BEP Priority for their food service concessionaires. The waiver has been granted through January 2020. The Lottery reserves the right to cancel the Lease upon 60 days’ advance written notice in the event that the Lottery’s waiver is not renewed or is terminated. Lessee will not be entitled to compensation for any damages incurred due to termination of the Lease where the termination is based on the nonrenewal or termination of Waiver of BEP Priority.

J. Utilities The Lessee will be responsible for all utility costs associated with the leased premises except as noted below: 1) Water: The Lottery will supply water to the retail space to operate sinks, dishwashers,

and toilets. The Lottery will run hot water to the sinks in the rest rooms. Hot water for all other uses will be part of the tenant improvements.

2) Electricity: Electricity is metered separately for the kitchen/retail space and paid by the Lessee.


3) Gas: Gas is metered separately and paid by the Lessee.

4) Telephone/Data Lines: The Lottery provides hookups for two telephone and two data lines into the leased space for the Lessee’s business purposes. Lessee is responsible for obtaining telephone and data services.

5) Fire Suppression: The Lottery building is equipped with a sprinkler system.

K. Maintenance

The Lessee will maintain the leased premises in a neat, clean, and sanitary condition at all times. The Lessee will be responsible for removing refuse from the leased premises using leak-proof receptacles and conveyances and delivering such refuse to the proper outdoor containers as identified by the Lottery.

L. Taxes, Licenses, Fees

All taxes, fees or charges for required licenses that may be levied, assessed, required, or charged by any governmental entity regarding the retail operation shall be paid directly by the Lessee in a timely manner.

M. Rent LESSEE shall pay rent of $300 per month in advance, beginning the first full month after the food service opens and continuing through June 30, 2018. Beginning July 1, 2018, the LESSEE shall pay, on the first of the month, an additional percentage rent based upon its annual net profits for the food operation during the previous calendar year. The percentage rates, which apply to the portion of profits that fall within the specified range, are set forth in the table below:

Base rent for net profits below $20,000

Net profits between $20,001- $40,000


Net profits over $60,000

$300 3% 4% 5%

Example: If net profit for the previous calendar year is $ 61,001, the monthly rent for the following Fiscal Year will be calculated as shown below:

Annual Net Profit Below $20,001: $ 300.00 (Base rent) $20,001-$40,000: $ 600.00 (3% of 2nd $20,000.00) $40,001-$60,000: $ 800.00 (4% of 3rd $20,000.00) Above $60,000: $ 50.05 (5% of remaining $1,001.00)

Monthly Rent: $1,750.05 Regardless of the rates set forth above, the rent charged shall not exceed $3,810/month ($1.50 per sq. ft. times 2,540 sq. ft.).


Annual net profit is defined as LESSEE’s income after expenses, as indicated (as May 2017) on Line 31 of Schedule C of LESSEE’s federal tax return. LESSEE must provide the LOTTERY’s Leasing Officer with signed copies of LESSEE’s federal tax returns (or other accounting document(s) acceptable to the LOTTERY, such as quarterly profit and loss statements) for the retail operation on the Premises for the previous year, beginning with information for calendar year 2017. The LOTTERY will then establish the annual rent for the upcoming Fiscal Year (July 1st through June 30th) based on the table above. The LOTTERY will notify the Lessee of the monthly rent for the upcoming Fiscal Year by June 1st.

N. Term

The proposed term of the Lease will begin at the opening of the food service and will end June 30, 2027.


EXHIBIT B ARCHITECTURAL VIEW AND LIST OF KITCHEN EQUIPMENT

(1 of 2)

FLOOR PLAN


EXHIBIT B ARCHITECTURAL VIEW AND LIST OF KITCHEN EQUIPMENT

(2 of 2) List of Lottery-owned equipment which is included in the leased property

Equipment Model Quantity EQUIPMENT STAND, FOR COUNTERTOP COOKING

Turbo Air Model No.TSE-2812 2

CHAR BROILER, GAS, COUNTER MODEL Wells Model No. HOCB-1230G 1

CONVECTION OVEN, GAS Blodgett Oven Model No. SHO-G DOUBLE

1

DISHTABLE, CLEAN Elkay SSP Model No. CDT-24-RX 1

DISHTABLE, SOILED Elkay SSP Model No. DDT-36-LX 1

EXHAUST HOOD Captive-Aire Model No.4824-ND-2-PSP 1

EXHAUST HOOD Captive-Aire Model No. 5424-ND2-PSP 1

FAUCET T & S Brass Model No. B-0230-LN 1

FAUCET T & S Brass Model No. 8-0230-LN 1

FAUCET PART T & S Brass Model No. 062X 1

FAUCET PART T & S Brass Model No.061X 1

FAUCET PART T & S Brass Model No. 061X 1

FREEZER, REACH-IN Hoshizaki Model No. CF2B-FS 1

FRYER, FLOOR MODEL, GAS, FULL POT Dean Industries ModelNo.SR42G 4

GRIDDLE, COUNTER UNIT, GAS Vulcan ModelNo.MSA48 2

HOOD Captive-Aire Model No.17" ECLOSURE PANELS

1

HOOD Captive-Aire Model No. WALL FLASHING

1

HOOD Captive-Aire Model No. FIRE SYSTEM 1

HOOD Captive-Aire Model No. ROUSU2245 1

HOOD Captive-Aire Model No. A2 1

HOOD Custom Model No. PREWIRE 1

PRE-RINSE UNIT T & S Brass Model No. B-0133-AOF-LN 1

PRE-RINSE UNIT T & S Brass Model No. B-0113-B 1

REFRIGERATED COUNTER, GRIDDLE STAND

True Food Service Equipment Model No. TRCB-48

2

SAFETY SYSTEM MOVEABLE GAS CONNECTOR

Dormont Manufacturing Model No. 1675KIT36

9

SERVING COUNTER, HOT FOOD, ELECTRIC

Supreme Metal Model No. HF-3E-120 1

SINK, THREE (3) COMPARTMENT Turbo Air Model No. TSB-3-N 1

SINK, ONE (1) COMPARTMENT Turbo Air Model No. TSA-1-12-R1 1

WALK IN COOLER, MODULAR, SELF-CONTAINED

Nor-lake Model No. KlB7488·C 1


EXHIBIT C INTERIOR VIEW PHOTOGRAPHS

(1 of 8) Customer Area

Note: Point of sale system not included in the lease.



(2 of 8) Dining Area

Note: Vending machines and furniture are not included in the lease.



(3 of 8) Cooking Area



(4 of 8)

Cooking Area



(5 of 8) Cooking Area



(6 of 8) Prep Area



(7 of 8) Prep Area



(8 of 8) Walk In Freezer


EXHIBIT D DRAFT LEASE AGREEMENT

This Lease #_______, hereinafter called “Lease,” dated for reference as of __________, is made by and between the California State Lottery, hereinafter referred to as “LOTTERY,” and __________________, hereinafter referred to as “LESSEE.”

1. DESCRIPTION

The LOTTERY does hereby Lease to LESSEE approximately 2,540 square feet of interior building space, located on the east side of the first floor of the building located at 700 North 10th Street, situated in the City of Sacramento, County of Sacramento, State of California 95811, hereinafter called the “Premises,” as outlined in Exhibit “A” attached hereto and by this reference, made a part hereof.

2. USE The Premises shall be used by LESSEE during the term herein for the sole purpose of operating a food, and beverage service, in which the only allowed use will be for the sale, distribution, and processing of food, and beverages. The LOTTERY acknowledges that the normal operation of LESSEE’s business will create certain aromas which shall not be considered a violation of this provision.

The operation within the Premises will be the function and total responsibility of LESSEE, and LESSEE will abide by any rules and regulations established by the LOTTERY and other state and local authorities. Hours of operation will be posted in a conspicuous place on a sign approved by the LOTTERY. LESSEE may remain open on weekends, holidays and times outside of normal LOTTERY business operations.

3. TERM This Lease shall be effective upon execution and terminate ten years after LESSEE opens for business at 700 North 10th Street with such rights of termination as may be hereinafter expressly set forth. The LOTTERY and LESSEE shall be allowed a period prior to the opening of the food service during which the following will occur: (1) LESSEE shall meet with the LOTTERY and formalize plans for permanent tenant improvements; (2) the LOTTERY will complete permanent tenant improvements; (3) LESSEE will then be allowed a “set-up” period, not to exceed 60 days, with no rent consideration due to complete custom tenant improvements. All provisions of the Lease will be fully enforced during the “set-up” period. The LOTTERY’s Building Manager or Leasing Officer must be notified to coordinate entry times for work to be performed.


4. SUBORDINATION Notwithstanding any provision of this Lease, all rights of control, use, occupancy and enjoyment of the Premises by LESSEE are subordinate and subject to the rights, covenants and obligations of the LOTTERY.

5. RENT

LESSEE shall pay rent of $300 per month in advance, beginning the first full month after the food service opens and continuing through June 30, 2018. Beginning July 1, 2018, the LESSEE shall pay, on the first of the month, an additional percentage rent based upon its annual net profits for the Lottery food operation during the previous calendar year. The percentage rates, which apply to the portion of profits that fall within the specified range, are set forth in the table below:

Base rent for net profits below $20,000



Net profits over $60,000

$300 3% 4% 5%

Example: If net profit for the Lottery food operation for the previous calendar year is $ 61,001, the monthly rent for the following Fiscal Year will be calculated as shown below:

Annual Net Profit Below $20,001: $ 300.00 (Base rent) $20,001-$40,000: $ 600.00 (3% of 2nd $20,000.00) $40,001-$60,000: $ 800.00 (4% of 3rd $20,000.00) Above $60,000: $ 50.05 (5% of remaining $1,001.00)

Monthly Rent: $1,750.05 Regardless of the rates set forth above, the rent charged shall not exceed $3,810/month ($1.50 per sq. ft. times 2,540 sq. ft.). Annual net profit is defined as LESSEE’s income after expenses, as indicated (as May 2017) on Line 31 of Schedule C of LESSEE’s federal tax return. LESSEE must provide the LOTTERY’s Leasing Officer with signed copies of LESSEE’s federal tax returns (or other accounting document(s) acceptable to the LOTTERY, such as quarterly profit and loss statements) for the retail operation on the Premises for the previous year, beginning with information for calendar year 2017. The LOTTERY will then establish the annual rent for the upcoming Fiscal Year (July 1st through June 30th) based on the table above. The LOTTERY will notify the Lessee of the monthly rent for the upcoming Fiscal Year by June 1st.


Rent payments shall reference Lease # XXX and be mailed or delivered to: California LOTTERY Accounts Receivable Unit 700 North Tenth Street Sacramento, CA 95811 All rent payments shall be made payable to “California State Lottery”.

The acceptance of LESSEE’s rent payment shall not waive the LOTTERY’s right to subsequent examination of LESSEE’s books and records for confirmation of annual net profit, and the LOTTERY shall be entitled to collect any unpaid portion of the rent if it is determined that annual net profits were not accurately reported.

6. TERMINATION

For Convenience The LOTTERY or LESSEE may terminate the Lease for convenience upon 60 days’ advance written notice. Upon LESSEE’s receipt of the LOTTERY’s notice of termination for convenience, LESSEE must continue performance of its obligations under the Lease. LESSEE may be compensated at the Lottery’s sole discretion for any damages incurred by termination for convenience upon submission of invoices and proper proof of claim for approved expenses incurred in fulfillment of LESSEE’s obligations under the Lease prior to the effective date of termination.

For Default In the event that the LOTTERY terminates this Lease for default, as set forth herein, the LESSEE shall not be entitled to compensation for any damages arising from or connected to the termination.

Notice of Termination must be given in accordance with the Notice provision of this Lease.

7. DEPARTMENT OF REHABILITATION

The California Department of Rehabilitation (DOR) provides an opportunity for qualified DOR consumers who are legally blind to become independent food service professionals under the Business Enterprise Program (BEP). The program was created through federal legislation, the Randolph-Sheppard Act of 1936 (RTF), which was enacted to "provide blind persons with remunerative employment, enlarging the economic opportunities of the blind, and stimulating the blind to greater efforts in striving to make themselves self-supporting." The federal and state statutes governing this program provide a "priority" for blind vendors to operate food service facilities in federal and state government buildings.


The LOTTERY has received a Waiver of BEP Priority for their food service concessionaires. The waiver has been granted through January 2020. In the event the LOTTERY’s waiver is not renewed or terminated, the LOTTERY reserves the right to cancel the Lease upon 60 days’ advance written notice. LESSEE will not be entitled to compensation for any damages incurred due to termination of the Lease where the termination is based on the nonrenewal or termination of Waiver of BEP Priority.

8. AUDIT

LESSEE agrees that the LOTTERY or its designated auditors shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Lease. LESSEE agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is requested by the LOTTERY. LESSEE agrees to allow the LOTTERY or its auditors access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, LESSEE agrees to include a similar right of the LOTTERY to audit records and interview staff in any subcontract related to performance of this Lease.

9. LEADERSHIP IN ENERGY AND ENVIRONMENTAL DESIGN (LEED)

LESSEE is informed that the LOTTERY Headquarters Building is LEED Gold certified for New Construction in 2012, and LEED Silver for Operations & Maintenance in 2016. The Existing Buildings Operations & Maintenance certification requires us to meet various sustainable operating standards on an ongoing basis with respect to water efficiency, energy and atmosphere, materials and resources, indoor environmental quality, location and transportation and sustainable sites. LESSEE agrees to cooperate with the LOTTERY and applicable contractors in providing data required for LEED certification in the above areas, including but not limited to recycling and disposal data, and data on cleaning products used in the retail operation.

10. PEST CONTROL

The LOTTERY shall provide and pay for pest control on the Premises. The LESSEE must notify the LOTTERY within 24 hours of a pest infestation.

11. HOLDOVER

Any holding over after the expiration of the term of this Lease with the express, written consent of the LOTTERY shall be deemed to be a month-to-month tenancy. During holdover, LESSEE’S rent shall continue as specified above in section 5. Said month-to-month tenancy shall be subject to all the terms and conditions of this Lease. The LOTTERY offers no assurance and LESSEE accepts no assurance that the Premises or any other comparable space or facility at the site described herein will be made available to LESSEE.


12. ALTERATIONS/REPAIRS LESSEE shall not construct improvements upon the Premises or make alterations hereto, either temporary or permanent, without first having obtained written approval from the LOTTERY. All improvements and alterations shall be in compliance with all applicable codes. The proposed plans will be subject to review and approval by the LOTTERY and other authorities as appropriate.

13. MEDICAL

The LOTTERY does not deliver medical services for bodily injury. Nothing in this Lease shall require the LOTTERY to provide medical support to LESSEE, its agents, invitees, employees, or customers.

14. NOTICES All notices or other communications required or permitted hereunder, shall be in writing and shall be personally delivered (including by means of professional messenger service), or sent by overnight courier, or sent by registered or certified mail, postage prepaid, return receipt requested, to the addresses set forth below. All such notices or other communications shall be deemed received upon the earlier of (i) if personally delivered or sent by overnight courier, the date of delivery to the address of the person to receive such notice, or (ii) if mailed as provided above, on the date of receipt or rejection, when received by the other party if received Monday through Friday between 6:00 a.m. and 5:00 p.m. Pacific Time, so long as such day is not a state or federal holiday and otherwise on the next day provided that if the next day is Saturday, Sunday, or a state or federal holiday, such notice shall be effective on the following business day.

LESSEE: XXXX XXXX

The LOTTERY: California State Lottery Attention: Facilities Services Section 700 North Tenth Street Sacramento, California 95811 Phone Number: XXXX

Notice of change of address or telephone number shall be given in writing in the manner described in this section. LESSEE is obligated to notify the LOTTERY office above, and the failure to provide such notice shall constitute lack of notice. Nothing contained herein shall preclude giving any such notice by personal service.

15. CUSTODIAL

LESSEE is solely responsible for custodial services, cleaning, and maintenance.


16. LOSSES

The LOTTERY is not responsible for any losses or damage to the personal property, equipment or materials of LESSEE unless solely caused by the willful or negligent conduct of the LOTTERY or the LOTTERY’s employees. All losses shall be reported to the LOTTERY’s security guards immediately upon discovery.

17. INSURANCE

LESSEE must acquire and maintain insurance coverage as set forth in this Section and following subsections, and shall defend, indemnify and hold the LOTTERY harmless pursuant to subsection titled Indemnification. The required policies must remain in force throughout the term of the Lease Agreement and any extensions, and copies of the policies must be provided to the LOTTERY upon request. Certificates of insurance for each required policy must be provided to the Lottery’s Leasing Officer prior to or in conjunction with execution of the Lease. In addition, all certificates of insurance for renewals must be forwarded to the LOTTERY within ten (10) calendar days of the policy expiration. For subsections listed below, the insurance must be issued by companies rated A-minus or better by the AM Best Company, or meet the approval of the LOTTERY. Each policy must contain a provision whereby it cannot be canceled except by giving thirty (30) days’ written notice to insured and certificate holders. If LESSEE’s carrier cancels any policy, the LESSEE must immediately obtain a replacement policy prior to expiration of the thirty (30) day notice period. Failure to provide and maintain any insurance or security may result in the termination of the Lease Agreement. A. The LESSEE will not work on or occupy the Premises or incur expenses until

certificates of insurance for the required policies are received by the LOTTERY.

B. LESSEE may request and receive authorization to adjust insurance liability limits. The LESSEE must submit requests to adjust insurance liability limits in writing, to the Lottery Leasing Officer. The LESSEE shall not adjust insurance liability limits without prior written approval of the Lottery Leasing Officer.

C. LESSEE is responsible for any deductible contained within the insurance policy.

D. In the event LESSEE fails to at all times keep in effect the specified insurance

coverage, the LOTTERY may, in addition to any other remedies it may have, terminate this Lease immediately upon the occurrence of such event.

E. Any insurance required to be carried shall be primary, and not excess, to any other insurance carried by the LOTTERY.

F. It is agreed that the LOTTERY shall not be liable for the payment of any premiums, deductibles or assessments on the required insurance coverage.

G. LESSEE shall be responsible for the acts and omissions of its subcontractors and

shall require all subcontractors to maintain adequate insurance.


17. WORKERS’ COMPENSATION LESSEE must maintain Workers’ Compensation insurance for all of its employees who

will be engaged in work on or in connection with the Premises, pursuant to the requirements of California Labor Code section 3700.

18. COMMERCIAL GENERAL LIABILITY LESSEE shall maintain Commercial General Liability aggregate for bodily injury, property

damage and fire legal liability, with limits of no less than $2,000,000 for each occurrence and $4,000,000 aggregate, and the policy shall include a waiver of subrogation in favor of the LOTTERY. The policy shall include coverage for liabilities arising out of premises, operations, independent contractors, products, completed operations, personal and advertising injury, and liability assumed under an insured contract. The insurance shall apply separately to each insured against whom a claim is made or suit is brought, subject to the provider’s limit of liability. LOTTERY Lease #_________ must be referenced on the face of said certificate. Lessee must furnish the LOTTERY’S Leasing Officer with a copy of this certificate of commercial liability insurance. The policy must include the LOTTERY, Lottery Commission members, Lottery Officers, agents, and employees as additional insured, insofar as the operations under the Lease are concerned.

19. INDEMNIFICATION LESSEE must defend, indemnify, and hold harmless, at LESSEE’s expense, the State of

California, the Lottery, Lottery Commission, Lottery Commission members, Lottery officers, employees and agents, and their respective successors, heirs, representatives, administrators and assigns, from all responsibilities, suits, judgment, awards, costs, damages, claims, demands, actions, causes of action, expenses or liabilities of every nature threatened or brought against, sustained or incurred by any of them, whether joint, several, or individual (hereafter referred to as “claims”) resulting or arising from or in any way connected with or based on the negligent, unauthorized or intentional activities of LESSEE or its officers, employees, subcontractors, or agents in connection with the Contract. LESSEE’s obligations hereunder include any losses, damages, liabilities, settlements, judgments, fines, costs, fees, and expenses of any nature whatsoever, including but not limited to fees of attorneys and other professionals at trial and on appeal.

A. Neither LESSEE nor any attorney engaged by LESSEE may defend against such

claims in the name of the Lottery, nor purport to act as a legal representative of the Lottery, without the prior written consent of the Director of the Lottery or his/her designee.

B. The Lottery may, at its election and at the LESSEE’s expense, assume its own

defense and settlement in the event that the Lottery determines that: (i) LESSEE is prohibited from defending the Lottery; (ii) LESSEE is not adequately defending the Lottery’s interests; or (iii) an important governmental principle is at issue and the Lottery desires to assume its own defense.


C. The indemnities set forth in this subsection are in addition to, and not in lieu of, any other indemnities provided hereunder or by law.

D. LESSEE must provide the Director immediate written notice of any action or suit

filed against LESSEE that is related in any way to the Lease. 20. FIRE & CASUALTY AND DAMAGES

The LOTTERY will not insure equipment or improvements that are constructed or installed by LESSEE under provisions of this Lease against fire or casualty. LESSEE will make no claim of any nature against the LOTTERY for damage to the business or property of LESSEE in the event of damage or destruction by fire or other cause, unless directly arising from the negligence or willful misconduct of the LOTTERY or its employees in the course of their employment. If the Premises are substantially destroyed, the LOTTERY may terminate the Lease. If the Premises are only partially destroyed, the LOTTERY may restore the Premises. If the Premises are destroyed or damaged and then repaired or restored pursuant to this section, the rent payable for the period during which such damage, repair, or restoration continues shall be abated in proportion to the degree to which LESSEE’s reasonable use of the Premises is impaired.

21. RECOVERY OF LEGAL FEES

If action is brought by the LOTTERY for the recovery of any rent due under the provisions hereof or for any breach hereof, or to restrain the breach of any agreement contained herein, or for the recovery of possession of the Premises, or to protect any rights given to the LOTTERY against LESSEE, and if the LOTTERY shall prevail in such action, LESSEE shall pay to the LOTTERY all related costs and expenses, including attorney’s fees.

22. CUSTOM TENANT IMPROVEMENTS

LESSEE agrees to plan, provide, and install, at its sole cost, all equipment, appliances and furnishings needed to finish the Premises. LESSEE agrees to work closely with LOTTERY staff to ensure that all LOTTERY standards are met. Custom Improvements made during the Lease are subject to prior approval by the LOTTERY. Any Custom Improvements not approved by the LOTTERY shall be corrected by the LESSEE at the LESSEE’s sole cost and expense. The LOTTERY will not unduly prohibit LESSEE from carrying out the look and feel of its business image. LESSEE shall begin initial Custom Improvements after the Premises are turned over to the LESSEE by the LOTTERY. LESSEE agrees to make every reasonable attempt to complete Custom Improvements in a timely manner.


23. UTILITIES

Utilities will be provided as noted below. LESSEE will be responsible for utility costs associated with the Premises as noted below. LESSEE agrees to pay all utility bills promptly to avoid delinquency. LESSEE agrees that the LOTTERY shall be held harmless regarding all utility payments under LESSEE’s responsibility. A. Water: The LOTTERY will supply water to the retail space.

B. Electricity: Electricity will be submetered by the LOTTERY and usage billed to

the LESSEE for the Premises.

C. Gas: Gas will be metered separately and paid for by the LESSEE. LESSEE will be responsible for procuring gas service, including installation of a gas meter and establishing a separate gas account with Pacific Gas and Electric.

D. Telephone/Data Lines: The LOTTERY will provide infrastructure as shown in the

final Permanent Tenant Improvements. These lines, as used, will be billed separately to the LESSEE by the service provider. The LOTTERY may provide a wireless Internet network that can be used by customers within the retail and outdoor seating areas. LESSEE may not charge customers for this service.

The LOTTERY shall not be liable to LESSEE or third parties for failure to provide electricity due to rolling blackouts or other causes beyond the LOTTERY’S control. LESSEE shall comply with all reasonable conservation measures if any are required by the LOTTERY as a result of any current or future energy crisis.

LESSEE is responsible for any back-up systems for utility outages. Approval of all back-up systems must be obtained from the Lottery prior to installation.

24. LOTTERY-PROVIDED SERVICES

The LOTTERY, at the LOTTERY’s sole cost and expense during the term of this Lease, shall provide plumbing repair and maintenance to the restrooms and kitchen. The LOTTERY will furnish and install any and all filters associated with the main HVAC system and provide outside dumpsters for final disposal of trash, food waste, recyclables, and compost and empty them under its disposal contract. Dumpsters will be located in the LOTTERY’s designated dumpster corral.

The LOTTERY will allow LESSEE’s customers use of the patio area immediately outside of the retail space. The LOTTERY will provide fixed outdoor tables and chairs, and appropriate trash containers. LESSEE will empty the trash containers, replace the bags, and keep the containers in a clean and sanitary condition. LESSEE will clean patio tables and chairs on an as-needed basis. The LOTTERY will hose down or power-wash the outside eating area as needed and remove leaves on a regular schedule. The LOTTERY will coordinate with LESSEE regarding overall emergency evacuation plans for the building; however, LESSEE is responsible for evacuating its employees, customers, and guests.


The LOTTERY will provide landscaping services and scheduled exterior window maintenance. The LOTTERY will maintain a master key to the Premises, to be used in case of emergency and for access to electrical and fire suppression systems. Another master key will be kept in the building’s Knox box per fire code requirements.

25. LESSEE RESPONSIBILITIES

LESSEE and its employees shall conduct operations in a clean, safe, orderly, and inviting manner. LESSEE’s employees must behave professionally. No loud or inappropriate music shall be played at the Premises.

LESSEE shall not change the name or character of the business operated on the

Premises without the prior written approval of the LOTTERY, which may be withheld at the LOTTERY’s absolute discretion. In the event the food service is operated pursuant to a license or franchise, LESSEE and its employees shall fully comply with all the standards of the licensor or franchisor, perform all of the terms and conditions of such license or franchise, and keep such license or franchise in full force and effect.

LESSEE agrees that there will be no off-site sale of alcoholic beverages. LESSEE shall not sell alcohol as its primary source of revenue.

LESSEE shall provide all labor, equipment, and supplies necessary to operate its food

service. LESSEE or its employees shall not give samples, approach customers, or otherwise

solicit business in areas of the building other than the Premises without the prior permission of the LOTTERY. In the event that the LESSEE or its employees violate the foregoing, LESSEE shall, at LESSEE’s sole cost and expense, be responsible for immediately clearing the area of any such materials.

LESSEE shall meet with the LOTTERY’S Building Manager or Leasing Officer to review

any complaints or concerns. LESSEE shall promptly correct any deficiencies and address any concerns.

The operation and management of the food operation shall be under the constant and

direct supervision of a well-trained, qualified, and experienced manager or supervisor employed by the LESSEE. The individual shall have the authority to respond quickly and decisively in all matters affecting the operation of the Premises. LESSEE shall provide the LOTTERY’S Building Manager or Leasing Officer with the name and contact information of a manager or supervisor who can be contacted 24 hours per day, seven days per week in the event of an emergency.

LESSEE shall provide an adequate number of employees on each shift to ensure the

highest standards of service and satisfactory operation and maintenance of the Premises at all times. LESSEE shall recruit, train, supervise, direct, and deploy the number of employees necessary to provide prompt service to all customers. LESSEE’s


employees shall conduct themselves in accordance with the rules and precepts taught in LESSEE’s training program and shall be knowledgeable about the products and services offered.

LESSEE’s employees who come into contact with the public shall be clean and well

groomed, neat, professional, courteous, and shall wear professional uniforms if required by LESSEE’S franchise agreement. If LESSEE does not have a standard uniform, all employees shall be appropriately attired. LESSEE’s employees must wear official franchise name tags if required by the franchise.

LESSEE and its employees shall not store or allow the accumulation of boxes, pallets,

cartons, barrels, carts, equipment, supplies, foodstuffs, or other similar items in public or common areas. LESSEE shall not temporarily store such items in LOTTERY-occupied property without the express permission of the LOTTERY’s Leasing Officer or Building Manager.

LESSEE and its employees shall arrange for all deliveries to be made via the outside

doors into the Premises and not through the LOTTERY lobby. LESSEE and its employees shall not commit or suffer to be committed any waste or

nuisance upon the Premises and agree to exercise due diligence in the protection of the Premises against damage or destruction.

No picketing is permitted on LOTTERY property. LESSEE agrees that employees of the LOTTERY may periodically hold bake sales or

other fundraising events and to not interfere with those events. This section, in its entirety, is applicable to any lessees or assignees of LESSEE.

26. CLEANING AND MAINTENANCE

LESSEE shall clean the Premises, including all fixtures, furniture, and equipment, in accordance with the measurable standards in LEED Practices as outlined in LEED for Existing Buildings: Operations and Maintenance manual, Indoor Environmental Quality Credit 3.3, Green Cleaning. LESSEE will also maintain the Premises in a clean and sanitary condition as required to meet applicable health codes.

LESSEE shall provide custodial services to all areas within the Premises. LESSEE and

its employees shall keep them clean and free of trash, debris, cans, bottles, empty cups, and hazardous conditions. The dining and patio areas shall be maintained by the LESSEE and its employees at all times during operating hours as posted. LESSEE and its employees shall be responsible for any emergency food cleanups in all areas of its responsibility, including the patio. LESSEE and its employees shall clean the food preparation area at the close of each day, including any walk-in freezers/refrigerators, at its sole expense. LESSEE shall perform all interior and exterior finger print window cleaning as needed to maintain a clean and sanitary appearance.


LESSEE and its employees shall keep its restrooms in clean and orderly condition, including the stocking of restroom supplies at its own expense. LESSEE and its employees shall regularly inspect the condition of the restrooms. LESSEE shall purchase paper and soap products that meet the specifications of the provided restroom fixtures. Paper products shall also meet the standards of LEED for Existing Buildings: Operations and Maintenance manual.

LESSEE’s fixtures and equipment installed in, affixed to, or served by, roof vents or

other similar air openings serving the Premises shall be kept free of grease accumulation, dirt, and other foreign matter at all times throughout the term of the Lease.

LESSEE shall maintain items on the Premises in good repair and tenantable condition.

LESSEE and its employees or vendors shall perform all maintenance, repairs, or replacements using quality materials equal to the original.

LESSEE shall notify the LOTTERY prior to performing corrective work (beyond bulb

changes) on equipment or fixtures integral to any Permanent Tenant Improvements provided by the LOTTERY, including but not limited to light fixtures, Heating, Ventilation and Air Conditioning (HVAC), fire alarm, plumbing, etc. LESSEE shall do nothing, and shall permit nothing to be done, that could interfere with the drainage or sewage systems, fire hydrants, HVAC systems, electrical systems, domestic hot water or cold water, gas, fire suppression systems, fire alarm system, or plumbing on the Premises or elsewhere at the LOTTERY, without the advance written permission of the LOTTERY.

If LESSEE refuses or neglects to undertake maintenance, cleaning, or repairs that are

LESSEE’s responsibility under this Lease, including repair or maintenance to the Premises necessitated by the negligent acts or omissions of LESSEE, its officers, agents, employees, invitees, suppliers, or contractors, the LOTTERY shall have the right to make such repairs on behalf of and for LESSEE. Before taking such action, the LOTTERY will, except in emergency situations, notify the LESSEE that it plans to take such action. Such work shall be paid for by the LESSEE within 15 business days following written demand by the LOTTERY for said payment, at the LOTTERY’s actual cost.

LESSEE or its employees shall be responsible for immediately notifying the LOTTERY

of any malfunction, problem, fault, or non-operable status for any item for which the LOTTERY is responsible. If LESSEE fails to promptly notify the LOTTERY, LESSEE waives the LOTTERY’s obligation to perform such maintenance or repair.

The LOTTERY, at its option, may make repairs to the Premises, but is not required to

do so. Any maintenance of an emergency nature (needed for health and safety or to prevent property damage or maintain operations) will be provided at the earliest availability from the time of notification to the LOTTERY. All other minimum maintenance will be provided within 30 days.

LESSEE and its employees shall keep public areas around the Leased Premises free

of hazardous conditions originating from its operations. LESSEE shall orally notify the LOTTERY’s Leasing Officer or Building Manager promptly of noted hazardous


conditions in the public areas outside the Premises upon actual knowledge of any such hazardous condition.

LESSEE is required, at its own expense, to keep a floor mat at entrances and exits to

the Premises as a means to prevent debris and water from permeating common areas. LESSEE agrees to take good care of the Premises and to return the same at the

termination of this Lease in as good order as when received, excepting ordinary wear and tear and natural decay.

LESSEE shall cooperate with LOTTERY authorities, observe and comply with all

regulations in force on Lottery grounds, and shall not cause undue interference with the operations of the Lottery building or campus.

27. WASTE

All waste operations conducted by LESSEE shall be in accordance with state and local ordinance.

LESSEE shall provide complete and adequate arrangement for the sanitary handling of

all trash, food waste, garbage, recyclables, and other refuse generated in connection with the use of the Premises or its right to allow customers use of the patio area. LESSEE and its employees shall properly bag, in leak-proof containers, all trash and food waste and dispose of it in the appropriate containers in the LOTTERY’s dumpster corral. LESSEE and its employees shall not place or permit grease or food waste to be placed or left in any non-leased area outside of the designated receptacle.

LESSEE shall separate recyclables and organics (food scraps, soiled napkins/paper

towels and paper food wrappings) from the kitchen area only. The LOTTERY shall provide outside dumpsters for final disposal of trash, recyclables, and organic waste and will empty the dumpster under its disposal contract.

LESSEE and its employees are further responsible for the proper and timely disposal or recycling of grease waste per state and local ordinance. The LOTTERY shall provide an underground storage receptacle for this purpose. The LOTTERY shall arrange for the disposal of grease waste from the Premises at the LESSEE’S expense.

28. SIGNAGE

Any signage must be reviewed and approved by the LOTTERY. The LOTTERY reserves the right to reject any signs that are not in conformance with the look, feel, and aesthetic character of the property.

Signs shall be restricted to the Premises; however, the LOTTERY may approve additional signs for select events. Under no circumstances will the LOTTERY allow handwritten signs or any signs that are taped or otherwise affixed to walls, doors, elevators, or modular furniture of the LOTTERY. The LOTTERY may post LESSEE’s printed menus on designated employee bulletin boards within LOTTERY space upon approval of the Leasing Officer or Building Manager. The LOTTERY shall have the right


to require LESSEE to immediately remove any signs or displays that are determined to be inappropriate for the LOTTERY.

29. SURRENDER OF PREMISES

Upon termination of this Lease, LESSEE shall remove any and all non-permanently attached equipment and custom improvements of the LESSEE and restore the entire Premises to its condition prior to execution of the Lease. However, the LOTTERY may approve, in writing, any deviation from this requirement.

30. TAXES, LICENSES, AND FEES

LESSEE shall obtain all licenses and permits necessary to maintain its food operation and post accordingly. LESSEE agrees to pay all lawful taxes, assessments, fees, or other costs that may be levied, assessed, required, or charged by any governmental entity regarding the retail operation. These shall be paid directly and in a timely manner by LESSEE. The LOTTERY is not responsible for such taxes, licenses, or fees.

31. NON-DISCRIMINATION

In the performance of this Lease, LESSEE shall not discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability (including HIV and AIDS), mental disability, medical condition, age (over 40), marital status, sex, sexual orientation, or use of family care leave. LESSEE shall ensure that the evaluation and treatment of its employees and applicants for employment are free from such discrimination and harassment.

Such action shall include, but not be limited to, the following: employment, upgrading,

demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay, or other forms of compensation, and selection and training including apprenticeship.

LESSEE shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code section 12990 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code section 12990 (a-f) as set forth in Chapter 5, Division 4, Title 2 of the California Code of Regulations are incorporated into this Lease by reference and made a part hereof as if set forth in full. LESSEE shall give written notice of its obligations under this clause to any labor organizations with which they have collective bargaining or other agreements. Further, LESSEE shall post in conspicuous places available to employees and applicants for employment, notices to be provided by the State setting forth the provisions of this Fair Employment Practices Section. (Government Code section 12940).

32. REMEDIES FOR WILLFUL VIOLATIONS

The LOTTERY may determine a willful violation of the Fair Employment Practices provision to have occurred upon the receipt of a final judgment having that effect from a court in an action to which LESSEE was a party, or upon receipt of a written notice


from the Fair Employment Practices Commission that it has investigated and determined that the LESSEE has violated the Fair Employment Practices Act and has issued an order pursuant to the appropriate provisions of the Government Code.

The LOTTERY shall have the right to immediately terminate this Lease, and any loss or damage sustained by the LOTTERY or LESSEE by reason thereof shall be borne and paid by LESSEE.

33. DEBT LIABILITY DISCLAIMER

The LOTTERY will not be liable for any debts or claims that arise from the business operation associated with this Lease.

34. PARTNERSHIP DISCLAIMER

LESSEE and any and all employees or agents of LESSEE shall act in an independent capacity and not represent themselves as either officers or employees of the LOTTERY. Nothing herein contained shall be construed as creating a partnership between the parties.

35. SUBLETTING

The California State Lottery Act requires that the LOTTERY maintain the utmost security and integrity in the LOTTERY’s operations. Subletting is subject to the prior written approval of the LOTTERY and the successful clearance of the proposed sublessee through a LOTTERY-required background check. Sublessee’s will not be permitted to conduct any set-up or business activity on the Premises prior to being cleared. In addition, background checks of sublessee’s current and prospective employees may be required at any time. Any subletting by LESSEE shall not alter the LESSEE’s responsibility under this Lease. Notwithstanding the foregoing, permission to sublet the Premises or any portion thereof may be denied, at the LOTTERY’s sole discretion.

36. CONDITION OF PREMISES

LESSEE accepts the Premises as being in good order, condition and repair, unless otherwise specified herein, and agrees that on the last day of the term, or the earlier termination of this Lease, to surrender up to LOTTERY the Premises, with any appurtenances or improvements therein, in the same condition as when received, reasonable use and wear thereof and damage by acts of nature excepted.

LESSEE has inspected the Premises and agrees that the area described herein as referred to in Exhibit A is only approximate as to size and the LOTTERY does not hereby warrant or guarantee the actual size of area included hereunder.


37. FAILURE TO PERFORM

In the event of the failure, neglect, or refusal of LESSEE to do or perform work, or any part thereof, or any act or thing in this Lease provided to be done and performed by LESSEE, the LOTTERY shall, at its option, have the right to do and perform the same, and LESSEE hereby covenants and agrees to pay the LOTTERY the cost thereof on demand.

38. COMPLIANCE WITH LAWS

LESSEE agrees to maintain said Premises in compliance with the sanitation laws and regulations of the State of California, and in compliance with all other laws of the State, including but not limited to California Health and Safety Code Section 113700 et seq., more commonly known as the California Uniform Retail Food and Facility Law (CURFFL).

LESSEE shall at its sole cost and expense comply with all laws and requirements of all

municipal, state, and federal authorities now in force, or which may hereafter be in force, pertaining to the Premises and use of the Premises as provided in this Lease.

LESSEE shall post within the Premises such permits, licenses, or notices as are

required by law. All permits, licenses, and notices shall be maintained current for the entire duration of this Lease.

LESSEE understands that local and state fire, health, and environmental departments

may make periodic inspections of the Premises and will allow such inspections. 39. ACCESSIBILITY

LESSEE shall comply with all federal and state accessibility laws and requirements, in order to make the Premises accessible to all participants and to provide equally effective communications.

By signing this Lease, LESSEE assures the LOTTERY that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as applicable regulations and guidelines issued pursuant to the ADA and all California accessibility laws. A Certified Access Specialist (CASp) can inspect the Premises and determine whether the Premises complies with all the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the Premises, the LOTTERY will not prohibit the LESSEE from obtaining a CASp inspection of the Premises for the occupancy or potential occupancy of the LESSEE, if requested by the LESSEE. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection. LESSEE shall be solely responsible for payment of the CASp inspection. The LOTTERY shall pay the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises.


40. EASEMENTS AND RIGHT OF WAY This Lease is subject to all existing easements and right of ways. The LOTTERY reserves the right to grant additional public utility easements as may be necessary and LESSEE hereby consents to the granting of any such easement. The public utility will be required to reimburse LESSEE for any damages caused by construction work in the easement area.

41. LOTTERY’S RIGHT OF ENTRY

The LOTTERY and its contractors, agents, employees, representatives, or licensees, shall have the right, at any and all reasonable times, to temporarily enter upon said Premises for inspection or other lawful LOTTERY purposes.

42. COOPERATION

LESSEE shall cooperate with the State and LOTTERY authorities, observe and comply with all regulations in force on LOTTERY grounds, and shall not cause undue interference with the operations of the facility.

43. DEFAULT

LESSEE shall pay rent to the LOTTERY as stated in section 5 without deduction, default, or delay. In the event that LESSEE fails to pay within ten days after receipt of written notice from the LOTTERY, then LESSEE will be considered to be in default and this Lease may be terminated by the LOTTERY. In the event that LESSEE breaches any other term, covenant or condition of the Lease, LESSEE shall have a period of 30 days after receipt of written notice from the LOTTERY to cure the breach. If LESSEE fails to cure the breach within the 30-day-cure period, LESSEE will be considered to be in default and this Lease may be terminated by the LOTTERY.

Should LESSEE fail to vacate the Premises within 30 days after receipt of the Notice of Termination, the LOTTERY may enter, repossess, and occupy the Premises.

44. REMOVAL OF EQUIPMENT AND IMPROVEMENTS

All non-affixed improvements, equipment, and property (referred to collectively in this section as “property”) of LESSEE shall remain the property of LESSEE and shall be removed by LESSEE, at its sole cost and expense, within 15 days after expiration or termination of tenancy.

Should LESSEE fail to remove such property within 15 days, the LOTTERY may, with notice to LESSEE, remove and store the property at LESSEE’s sole risk; LESSEE shall not be entitled to compensation for any damage that occurs in connection with the removal and storage of the property. The LOTTERY shall be entitled to reimbursement from LESSEE for all costs and expenses associated with the removal and storage of the property. If LESSEE fails to claim any property that has been stored by the


LOTTERY or left on the Premises for a period of more than 20 days, the LOTTERY may, with proper notice, dispose of such property as provided under California law. LESSEE may, with written permission from the LOTTERY, abandon in place any and all property, whereupon title to said property shall vest in the LOTTERY.

45. FORCE MAJEURE

If either LESSEE or the LOTTERY shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, governmental restrictions, regulations or controls (not including financial inability), performance of such act shall be excused for a period of such delay. Nothing in this clause shall excuse LESSEE from prompt payment of any rent, taxes, insurance, or any other charge required of LESSEE, except as may be expressly provided in this Lease.

46. PROHIBITED ITEMS

No article or material that the LOTTERY considers as being contraband shall be brought on the Premises. LESSEE will comply with all federal, state, local and LOTTERY rules and regulations. Said rules include, but are not limited to, prohibitions against narcotics, restricted or controlled substances, and the possession or use of firearms, explosives or edged weapons, except that regularly issued weapons may be carried by law enforcement officers, security guards, and peace officers, pursuant to the Penal Code and the Business and Professions Code.

47. NO SMOKING

Smoking is not allowed in or upon the Premises. Per the Government Code, LESSEE will enforce the smoking prohibition inside the occupied space and within 25 feet of any entrance in regards to LESSEE’s employees, customers, and invitees.

48. PROPERTY INSPECTION

LESSEE shall notify the LOTTERY’s Leasing Officer or Building Manager immediately upon receiving any failing inspection issued by a local, county or state health inspector.

49. ENVIRONMENTAL COMPLIANCE

A. The LESSEE agrees to comply with all applicable federal, state, and local

regulations pertaining to hazardous materials use, storage and disposal. The LESSEE shall indemnify and hold harmless the LOTTERY and its agents and representatives for any violation of hazardous materials law caused by LESSEE or LESSEE’s representatives. Furthermore, LESSEE shall reimburse the LOTTERY for any and all costs related to investigation, clean up and/or fines incurred by the LOTTERY for environmental regulation non-compliance by the LESSEE or LESSEE’s representative.

B. If the LESSEE is required to prepare a Business Plan, as specified by Health and

Safety Code Section 25500 et seq., or a Hazardous Waste Contingency Plan, as


specified in 22 CCR 66264.51, then a copy of the plan shall be submitted to the LOTTERY.

C. If LESSEE or LESSEE’s representative generates any regulated hazardous

wastes on the LOTTERY’s property, LESSEE agrees to dispose of such wastes in accordance with all applicable federal, state, and local regulation. Copies of all hazardous waste manifests or disposal certificates shall be submitted to the LOTTERY.

D. Storage of hazardous waste shall comply with 22 CCR 66264 et seq., and all

applicable fire regulations. The LESSEE shall not apply to become a “permitted” hazardous waste storage vendor without permission from the LOTTERY.

E. The LOTTERY and/or its representatives reserve the right to inspect all areas

which are leased or rented by LESSEE, for the purpose of verifying environmental compliance.

F. The LESSEE shall provide to the LOTTERY’S Safety Officer copies of Material

Safety Data Sheets (MSDS) for all hazardous materials used on LOTTERY property.

G. Any violation of federal, state, or local environmental law deemed serious by the

LOTTERY will be grounds for termination of Lease. Termination of Lease by either party or evacuation of leased property by LESSEE shall not relieve LESSEE of environmental or hazardous materials related liabilities incurred by the LOTTERY during LESSEE’s occupancy or incurred as a result of LESSEE’s actions.

H. LOTTERY agrees to hold the LESSEE harmless from any and all past, present,

and future environmental problems not caused by or resulting from of the operation of LESSEE's business.

50. LIENS

LESSEE agrees not to create or attempt to create any liens, by way of chattel, mortgage, or otherwise, upon the Premises or any Permanent Tenant Improvements owned and provided by the LOTTERY. Should any lien or encumbrance be filed against the Premises or LESSEE's interest therein, by reason of LESSEE’s acts and omissions or because of a claim against LESSEE, LESSEE shall cause the same to be cancelled and discharged of record by bond or otherwise at LESSEE's expense within ten days after written notice by LOTTERY to LESSEE.

51. MUTUAL CONSENT

Notwithstanding anything to the contrary, the provisions of this Lease may be altered, changed, or amended only by mutual written consent of the parties.

52. RELOCATION


In the event that the LOTTERY terminates this Lease, LESSEE acknowledges and agrees that it and its employees have no claim against the LOTTERY for relocation payments, relocation advisory assistance, or costs pursuant to Government Code Sections 7260 et seq., or any regulations implementing or interpreting such sections. LESSEE further agrees that it shall have no claim in either law or equity against the LOTTERY for damages or other relief should the Lease be terminated, and waives any right to assert such claims.

53. WAIVER

The acceptance of rent by the LOTTERY shall not constitute a waiver of preceding breach by LESSEE of any term, covenant, or condition of this Lease, regardless of the LOTTERY’s knowledge of such breach. Failure by the LOTTERY to enforce any of the terms, covenants, or conditions of this Lease for any length of time shall not be deemed to waive or decrease the LOTTERY’S right to insist thereafter upon strict performance by LESSEE. Waiver of any term, covenant, or condition contained in this Lease affecting the LOTTERY may only be made in a writing that is properly signed by an authorized LOTTERY representative.

54. PARKING

LESSEE, its employees, and invitees shall not park in any designated space within the LOTTERY campus. The LOTTERY reserves the right to restrict parking anywhere on LOTTERY headquarters property.

55. MINIMUM WAGE

LESSEE agrees to pay its employees’ wages not less than current California minimum wage, in accordance with Section 1182.12 of the California Labor Code.

56. NON-RECORDABILITY

LESSEE agrees that in no event shall this Lease or a memorandum hereof be recorded without the LOTTERY’s prior written consent, which consent may be withheld at the LOTTERY’s discretion.

57. SEVERABILITY

If any portion of this Lease is held to be illegal or unenforceable, this determination shall not affect any other provision of this Agreement, and all other provisions shall remain in full force and effect. If a court finds that any provision of this Lease is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

58. ORDER OF PRECEDENCE

If there are any inconsistencies or ambiguities in this Lease, the following documents shall be used to interpret the Lease:


A. Terms of this Lease, and attached Exhibits. B. LOTTERY’s Request for Proposal (RFP) and any addenda thereto.

C. LESSEE’s response to RFP and any clarifications/amendments submitted in response to requests by the LOTTERY.

58. SUPERSEDURE

The LOTTERY and LESSEE agree that this Lease supersedes and cancels any and all previous negotiations, arrangements, letters of intent, executed agreement(s), proposals, brochures, representations, promises, warranties and understandings between the parties with regards to the Premises.

59. BINDING

The terms and provisions of this Lease shall extend to and be binding upon and inure to the benefit of the heirs, executors, administrators, and successors, and assigns of the respective parties hereon.

60. HEADINGS

All Paragraph Headings contained herein are for the convenience of reference only, and are not intended to define or limit the scope of any provisions of this Lease.

61. COUNTERPARTS

This Lease may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument.

62. ESSENCE OF TIME

Time is of the essence for each and all of the provisions, covenants, and conditions of this Lease.

63. ENTIRE AGREEMENT

This Lease, together with its Exhibits, includes the entire agreement of the parties concerning this Lease. No change, amendment, or addition to this Lease shall be effective unless in writing and signed by all parties.

64. CORPORATE AUTHORITY

Each individual executing this Lease on behalf of LESSEE represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of LESSEE. If LESSEE is a corporation, the individuals further warrant that they are signing this Lease in accordance with a duly adopted resolution of the Board of Directors of said corporation or in accordance with the bylaws of said corporation, and that this Lease is


binding upon said corporation in accordance with its terms. If LESSEE is a corporation, LESSEE shall, within 30 days after execution of this Lease, deliver to the LOTTERY a certified resolution of the Board of Directors of said corporation or a copy of the corporate bylaws authorizing or ratifying the execution of this Lease.

65. DISCLAIMERS

The LOTTERY makes no representation as to the number of employees who will work in the 700 North 10th Street building or any other building, future development in the area, or the amount of potential revenue to the LESSEE’S operation. Such information was provided as a convenience to Responders to the RFP without any warranty whatsoever by the LOTTERY. The LOTTERY also makes no representation as to any additional retail or food establishments that the LOTTERY may rent space to at 700 N. Tenth Street, Sacramento, CA in the future.

LESSEE acknowledges that no information or data derived from the LOTTERY will in any way relieve it from properly performing its obligations under this Lease.

66. DISCLOSURES

LESSEE agrees to comply with any disclosure requirements of the LOTTERY. LESSEE shall be disclosed, if required, prior to award of this Lease. The LOTTERY may also require disclosure of LESSEE’s employees or subcontractors prior to or during the term of the Lease.

67. NOTIFICATION OF CLAIM If any claim for damages is filed with LESSEE, its employees, or its subcontractor(s) or if any lawsuit is instituted against LESSEE or its subcontractor(s) that arises out of or is in any way connected with the food service provided on the Premises, LESSEE shall give prompt and timely notice thereof to the LOTTERY. Notice shall be deemed prompt and timely if given in compliance with the “Notice” section of this Lease within 30 days following the date of receipt of a claim or ten working days following the date of service of process of a lawsuit.

68. QUIET ENJOYMENT

The LOTTERY agrees that the LESSEE, while keeping and performing the covenants herein contained, shall at all times during the existence of this Lease peaceably and quietly have, hold, and enjoy the Premises, without suit, trouble, or hindrance from the LOTTERY, or any person claiming under the LOTTERY. LESSEE agrees to conduct its activities in such a manner as to not violate regulations in force on LOTTERY property and to not cause undue interference with LOTTERY operations.

69. GOOD FAITH

Both parties agree to operate in good faith and fulfill the duties and carry out the responsibilities delineated herein.


70. EXCLUSIVE The LOTTERY is in an agreement with its current tenant (SUBWAY) not to sell, lease, let, use or permit to be used, any property owned by the LOTTERY now or at any time during the initial term of its Lease or any renewal thereof to any entity which primarily sells sandwiches.

71. LOTTERY IDENTIFIERS Tenant agrees not to utilize or depict the LOTTERY name, logo or other identifier in any advertisement or publicity effort for its business without written permission of the LOTTERY.

There have been no representations by the LOTTERY or understandings made between the LOTTERY and LESSEE other than those set forth in this Lease and its Exhibits. This Lease may not be modified except by a written instrument duly executed by the parties hereto.

IN WITNESS WHEREOF, this agreement has been executed by the parties hereto as of the date fully executed below: LESSOR: CALIFORNIA STATE LOTTERY _________________________________ _______________ Director Date LESSEE: _________________________________ _______________ Owner Date Exhibits: A: Plan of Premises B: LESSEE’S Proposal


ATTACHMENT 1 CERTIFICATION

(Page 1 of 5)

I. RESPONDER INFORMATION Name of Responder: _________________________________________________________

Address: ___________________________________________________________________

State/City/Zip Code: __________________________________________________________

Contact Person: _____________________________ Telephone: _____________________

Email: _____________________________________

List person(s) legally authorized to contractually bind the Responder. 1. __________________________________________________ (Name) (Title) __________________________________________________ (Address) 2. __________________________________________________ (Name) (Title) __________________________________________________ (Address) (Attach additional pages if needed) II. RESPONDER CERTIFICATION By executing this Certification, the Responder acknowledges that failure to comply with any of this Certification’s terms may result in disqualification from participation in the solicitation process. The Responder has reviewed, agrees to, and certifies the following: a. The Responder meets all minimum qualifications specified in the section entitled “Minimum

Responder Qualifications.”

b. The Responder agrees the Lottery will not be liable for any of the costs incurred by Responder in preparing, submitting, or otherwise participating in a response to this solicitation.

c. The Responder’s response to the solicitation constitutes an irrevocable offer for 180 days following the date proposals are due to the Lottery.

d. The Responder has made no attempt to induce any other person or entity to submit or not to submit a proposal.


________________________ Responder


(Page 2 of 5)

e. The Responder has read the solicitation, understands it and agrees to comply with all Terms and Conditions.

f. The Responder agrees to provide insurance/bond coverage as described in the Contract

Terms and Conditions. III. LESSEE CERTIFICATION CLAUSES By executing this Certification, the prospective Lessee or its authorized representative certifies under penalty of perjury that the prospective Lessee has reviewed and agrees to be bound to the Contract Terms and Conditions and the following Lessee Certification Clauses.

A. NONDISCRIMINATION CLAUSE: During the performance of this Contract, Lessee and its sublessees will not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, national origin, disability (including HIV and AIDS), medical condition (cancer), age, marital status, and denial of family care leave. Lessee and sublessees will insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Lessee and sublessees will comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into the Contract by reference and made a part thereof as if set forth in full. Lessee and its sublessees will give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. The Lessee will include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract.

B. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: The Lessee certifies that no

more than one final unappealable finding of contempt of court by a federal court has been issued against the Lessee within the immediately preceding two-year period because of the Lessee's failure to abide by a federal court order to comply with a directive of the National Labor Relations Board.

IV. DOING BUSINESS WITH THE STATE OF CALIFORNIA The following laws apply to persons or entities doing business with the State of California. A. CONFLICT OF INTEREST: The Lessee is aware of the following provisions regarding current

or former state employees. If the Lessee has any questions about the status of any person


________________________ Responder


(Page 3 of 5)

rendering services or involved with the Contract, the Lottery will be contacted immediately for clarification.

Current State Employees:

1. No state officer or employee may engage in any employment, activity or enterprise from

which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unless the employment, activity, or enterprise is required as a condition of regular state employment.

2. No state officer or employee may contract as an independent Lessee with any state

agency to provide goods or services. Former State Employees:

1. For the two-year period from the date he or she left state employment, no former state

officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the Contract while employed in any capacity by any state agency.

2. For the 12-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.

3. If the Lessee violates any of the above provisions, such action by Lessee will render this Contract void.

4. Members of boards and commissions are exempt from this section if they do not receive payment other than payment for each meeting of the board or commission, payment for preparatory time, and payment for per diem.

B. LABOR CODE/WORKERS' COMPENSATION: The Lessee is aware of the provisions which

require every employer to be insured against liability for Worker's Compensation and the Lessee agrees to comply with such provisions before commencing work on this Contract.

C. AMERICANS WITH DISABILITIES ACT: The Lessee assures the Lottery that it complies

with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA and all California accessibility statutes and regulations.


________________________ Responder


(Page 4 of 5)

D. CORPORATE QUALIFICATIONS TO DO BUSINESS IN CALIFORNIA:

1. The Lessee certifies it is currently qualified to do business in California.

2. The Lessee certifies that it is in good standing with the California Secretary of State’s Office.

E. AIR OR WATER POLLUTION VIOLATION: The Lessee will not be: (1) in violation of any

order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution.

F. PAYEE DATA RECORD FORM STD. 204: This form will be completed by all Lessees except

state agencies or other governmental entities.

V. CONFIDENTIALITY STATEMENT

A. I warrant that neither the Lessee nor its employees will disclose any document, diagram, or information made available to it by the Lottery. I warrant that only those employees who are authorized and required to use such information will have access to it.

B. I further warrant that all materials provided by the Lottery will be returned promptly after use and all copies or derivations of the materials will be physically and/or electronically destroyed. I will include with the returned materials a letter attesting to the complete return of materials and documenting the destruction of copies and derivations. Failure to comply may subject the Lessee to criminal and civil liability, I authorize the Lottery to inspect and verify the above.

C. I further warrant that if awarded the Contract, the Lessee will not disclose to any third party information pertaining to the Contract prior to receiving the written consent of the Lottery.


________________________ Responder


(Page 5 of 5) I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to legally bind the Responder and prospective Lessee to the clause(s) above and that the signature affixed below and dated constitutes a certification that all information provided by the Responder and prospective Lessee is true and correct.

Lessee/Responder Firm Name (Printed)

By (Authorized Signature)

Printed Name and Title of Person Signing

Date Executed

Documents

RFP Food & Beverage Concession - California State …static./media/Publications...RFP Food & Beverage Concession June 7, 2017 3 I. Projected Timetable The following projected timetable