8i. Agreement

AV Conference Center Exclusive Catering Contract


August 25, 2016

Mrs. Amy Hatcher
Mr. John Hatcher
Cafe Pacific Catering, Inc. dba
Cafe Pacific Catering
4402 Auburn Way N
Auburn, WA 98002-0477
Re:  Agreement S-00318752, Conference Center Concession and Catering
Dear Mr. and Mrs. Hatcher,
Enclosed is your copy of the Agreement for the Conference Center Concession
and Catering Contract which has been executed by David K. Soike, Acting CEO
on August 25, 2016 on behalf of the Port. Please reference the Agreement number
when invoicing the Port for the services. We look forward to working with your
If you have any questions or concerns, please do not hesitate to give me a call.

Patty Etzkorn, C.P.M., A.P.P.
Port of Seattle
Central Procurement Office - Purchasing
P-Card Administrator
PO Box 1209
Seattle, WA 98121
Encl.  -      Agreement - executed
Cc:          Olivia Sloan, Aviation Conference Center Business &. Marketing
Manager w / copy encl.

Contract No. S-00318752
THIS AGREEMENT (hereinafter referred to as 11Agreement ") made as of the 2-s day of
August, 2016, by and between the PORT OF SEATTLE, a Washington municipal corporation as
Lessor,  (hereinafter referred to as 11the Port"), and CAFE PACIFIC CATERING, INC. OBA CAFE
PACIFIC CATERING (hereinafter referred to as 1'Vendor").
This  Agreement  is issued  pursuant  to RFP  16-02,  Seattle-Tacoma  International  Airport
Concession/Catering Services.
WHEREAS, the Port is owner and operator of Seattle-Tacoma International Airport, and as part
of the Airport, operates a Conference Center consisting of over 8,000 square feet of rooms;
WHEREAS, the Port wishes to secure a single Vendor to service the catering and food service
needs for the Port's conference center and Airport Office Building conference rooms; and
WHEREAS, Vendor fs interested in operating, and has been selected to operate, this catering
concession and contract for the Port;
NOW, THEREFORE, in consideration of their mutual promises, the parties hereto do hereby
mutually agree as follows:
1.      DEFINmONS
For purposes of this Agreement, the following terms have the meanings below. Defined terms
shall be applicable to both the singular and plural forms thereof:
Agreement Year:  Shall mean each successive year during the term of this Agreement,
beginning with the first day of the first full month on or after the Commencement Date.
Airport:  Shall mean the Seattle-Tacoma International Airport.
Airport Office Building:  Shall mean and refer to the office building located at the southern
end of the Airport terminal building above Concourse A primarily housing the Port's
administrative offices for the Airport. For purposes of this Agreement, the Airport Office
Building consists only of the Mezzanine,  1st, 2nd,  3rd, 4th and 5th floors of the building and
specifically excludes any levels below theMezzanine level.
AOB Conference Rooms:  Shall mean and refer to those conference rooms, approximately
twenty (20) in number, located on the first throug1 fifth floors of the Airport Office Building.
This does not include conference rooms on the mezzanine levels.
Contract No. S-00318752 Seattle Tacoma International Airport
Conference Center Concession/Caterina A&reement
Page 1 or JO

Brown Bag:  shall mean and refer to an event when a user determlnes that the attendees wUl
be responsible for their own meal(s), provided at their own expense and is usually a lunch
that is brought from home, or is available for purchase within the Airport or nearby.
Commencement Date: shall mean October 1, 2016 or, if later, the date on which this
Agreement is fully executed by the parties. The selected vendor may begin accepting orders
prior to October 1, 2016, for events happening on or after October 1, 2016.
Concession:  Shall mean the concession rights granted to Vendor pursuant to Section 5 of this
Conference Center:  Shall mean the Airport's Conference Center, as defined by the Port from
time-totime. The Conference Center currently consists of approximately 4,300 square feet of
meeting space in the main center area, with adjacent lobby areas and mezzanine hallway.
There are additional conference center rooms located outside of the main center, with a
combined approximate square footage of 3,800 square feet.
Day: The term day shall mean a calendar day unless otherwise specifically designated.
Disadvantaged  Business  Enterprise  (DBE)  and Airport  Concession  Disadvantaged  Business
Enterprises (ACDBE): Shall mean, a business, whether it is a corporation, sole proprietorship,
partnership or joint venture certified as a DBE or ACDBE by the State of Washington, of which
at least fifty-one percent  (51%) of the interest is owned and controlled by one or more
socially and economlcally disadvantaged individuals as defined in the Airport and Airways
Safety and Capacity Expansion Act of 1987 and the regulations promulgated pursuant hereto
at 49 CFR Parts 23 and 26.
Dollars: Currency of the United States.
Electronic Transmission: Electronic man, or other means of electronic transmission available
to the Port to transmit documents or communications.
Goods & Services: Means all things, including specially manufactured Goods that are tangible
or movable at the time of identification. The term does not include money in which the price
is to  be  paid,  the subject matter of foreign  exchange transactions,  documents,  letterof.
credit rights, instruments, investment property, accounts, chattel paper, deposit accounts, or
general intangibles. Goods & Services shall also mean and specifically includes the furnishing
of all management, superintendence, labor, materials, equipment, and all component parts
thereof,  transportation  and other facilities  or services,  and  incidentals necessary to the
successful completion of the Goods, whether they are temporary or permanent, and whether
they are incorporated into the finished Goods or not. Goods also include all other obligations
imposed on the Vendor by the Agreement.
Gross Receipts: shall mean the aggregate gross amount of revenue derived from all sales of
food  and  beverage  (including  fees  and  alcohol)  by  Vendor  or  any  persons,  firms  or
corporations on its behalf, from, in or upon the Premises, induding orders accepted by means
of electronic, telephonic, video, computer or other technology based systems whether from
sources other than  the Premises,  and whether wholesale or retail,  and whether cash or
credit, including the amount of all consideration other than money received for any of the
foregoing including, specifically, but not limited to, the amount of credit allowed for any
trade-ins.  No deduction  shall  be permitted for  credit card  discounts  or  thefts,  and  for
Contract No. S-00318752 Seattle Tacoma International Airport
Conference Center Concession/Caterin& A&reement
Pase 2 of 30

uncollected or uncollectible credit or charge accounts. AAy deposit not refunded shall be
induded in Gross Receipts. Each installment or credit sale shall be treated as a sale for the
full price in the month during which such sale is made, regardless of the time 'Mlen Vendor
receives payment therefore and without deduction for any fee payable to the credit issuer.
"Gross  Receipts"  shall  not include  the following when  properly recorded  and
accounted for:
Port Sales;
Tips and gratuities collected by or on  behalf of Vendors' employees and, in
fact, paid over to employees;                                              
Labor and/or staffing fees;
Service charges identified in the agreed upon menus to cover operating costs,
and in some cases tips and gratuities.   Service charge does not include
additional  charges  such  as  rush  order  fee,  delivery  charge,  or  other
miscellaneous charges.  Those fees and charges are to be included in gross
Refunds  allowed  by  Vendor  to  customers  because  of  unacceptable  or
unsatisfactory goods or services to the extent such refund was actually granted
and adjustment actually made;
Complimentary meals, any discounts actually granted, and any meals provided
by Vendor to its employees without cost as a benefit;
The amount of any sales tax or other excise tax imposed upon the customer
and collected by Vendor as agent for the taxing body imposing the tax and
billed to the customer as a separate item; and
The cost of any item procured from a third-party to fulfill an order or request
(e.g. serviceware rentals)  that Vendor merely passes-through to its customer
(but not any markup thereon).
Legal Requirements:  Shall mean and refer to all lavvs, statutes and ordinances including
building codes and zoning regulations and ordinances and the orders, rules, regulations and
requirements of all federal, state, county, city or other local jurisdiction departments,
agencies, bureaus, offices and other subdivisions thereof, or any official thereof, or of any
other governmental, public or quasi-public authority, including the Port,  which may be
applicable to or have jurisdiction over the Premises.
Percentage Fees:     Shall  mean  the percentage  of Vendor's  Gross  Receipts  on  food,
beverage and alcohol sales described in Section 7. 1
Port Representative:  Shall mean the Port employee having primary responsibility for the
Port's airport conference center and AOB conference rooms as designated (from time to time)
by the Port in writing. Until changed in writing by the Port, the "Port Representative" shall be
the Aviation Conference Center Business a: MarketingManager, Olivia Sloan.

Contract No. S-00318752 Seattle Tacoma International Airport
Conference Center Concession/Catering A&reernent
Pase 3 or 30

Port Sales:  Shall mean all sales of food and beverage made or provided to the Port, whether
performed by Vendor or any persons, firms or corporations on its behalf.
Premises:   Shall  mean  the Seattle-Tacoma  International  Airport  and  associated  nearby
properties used for management of the airport, including but not limited to satellite offices.
Schedule of Proposal Prices: That portion of Vendor's Proposal that sets forth the price for
which Vendor will perform specific portions of the Goods and, in total, the entire Goods.
Staging Kitchen:   Shall  mean  the staging kitchen  within  The  Conference Center which
currently houses a 3-compartment sink, a separate hand-washing station, an ice machine, 2
dishwashers,  an  industrial  stainless  steel  double-wide  refrigerator,  counter  space,  and
shelving and cupboards for storage. The Port shall, however, have the right to replace the
equipment within the Staging Kitchen from time-to-time so long as it does not fundamentally
change the nature of its functionality.
The titles or headings of the sections, divisions, parts,  articles, paragraphs, or
subparagraphs, of the Agreement are intended only for convenience of reference and shall
not be considered as having any bearing on the interpretation of the text.
Abbreviations may be utilized throughout the Agreement.  Any such abbreviation,
unless well-known technical, trade meaning commonly understood in the Vendor's industry,
will be defined in the particular portion of the Agreement where it is used.
Reference to codes, standards and specifications promulgated by local, state and/or
federal authorities, professional or technical associations, institutes or societies, are intended
to mean the latest edition of each such code, standard or specification adopted and published
as of the date of the Agreement, except where otherwise specifically indicated.
5.1     The Port hereby awards and grants to Vendor, and Vendor hereby accepts, the
exclusive right to provide food and beverage service to The Conference Center, except
for the exclusions in Section 5.1.1 - 5. 1.8. The concession rights and privileges granted
and awarded to Vendor are e>


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