License Agreement Shoe Shine Business - PDF by bwc18854

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									                                             Table of Contents

        I.       INTRODUCTION TO RETAIL VENDING PILOT PROGRAM .................... 1

        II.      ABOUT RT ................................................................................................. 1

        III.     TYPES OF VENDORS RT HOPES TO RECRUIT..................................... 2

        IV.      APPLICATION AND RT VENDOR LICENSE FEES .................................. 2

        V.       LIGHT RAIL STATIONS AND RIDERSHIP FIGURES ............................... 4

        VI.      PERMITS, LICENSES AND APPROVALS REQUIRED............................. 6

        VII.     APPLICATION PROCESS AND EVALUATION......................................... 8

        VIII.    LICENSE AGREEMENT SUMMARY ......................................................... 9

        IX.      PROGRAM START-UP TIMETABLE ......................................................... 9

        X.       APPLICATION FORM .............................................................................. 11

        XI.      PERSONAL DISCLOSURE STATEMENT............................................... 15

        Appendix 1 Sample Vendor License Agreement .............................................. 17

Retail Vendor Pilot Program

At its September 27, 2004 meeting, Sacramento Regional Transit’s (RT) Board of
Directors authorized an eighteen-month pilot program to test the feasibility of retail
vending at light rail transit (LRT) stations. Some objectives of this program include the

        • Rider amenity to improve the transit experience and its convenience.
        • Eighteen (18) month pilot program to inform RT decisions about development
          of permanent retail facilities at LRT stations.
        • Improve station security.
        • Generate and diversify sources of RT revenue.

RT’s Real Estate Department has been charged with implementation of this program.
After studying how a number of other transit systems have implemented retail vending
and concessions at their stations, RT has developed this document to describe the
program and the process to be used to recruit and select vendors.


RT was created by the California State Legislature in 1971. RT began operations on
April 1, 1973. Over the next decade RT expanded bus service to the growing
Sacramento region. During this time, a cooperative effort emerged among city, county,
and state government officials to develop a light rail system. RT is governed by an
eleven-member Board of Directors comprised of members of City of Sacramento City
Council, Sacramento County Board of Supervisors, City of Citrus Heights City Council,
City of Elk Grove City Council, City of Folsom City Council, and City of Rancho Cordova
City Council.

An 18.3-mile light rail system opened in 1987, linking the northeastern (Interstate 80)
and eastern (Highway 50) corridors with Downtown Sacramento. A first extension of
light rail service to Mather Field Road began operation in 1998. A 10.9-mile extension
of this line to downtown Folsom is currently under construction. In 2003, a 6.3-mile
South Corridor light rail transit line began operations. Current weekday trips on light rail
average 39,000 passengers. See Section V for additional information about light rail
stations, locations and ridership figures.

RT’s fiscal year 2003 operating budget was $97.8 million, with a capital program of
$99.8 million. RT employs approximately 1,000 people, 80 percent of them dedicated to
operations and maintenance of the bus and light rail systems. RT operates two
maintenance and operations facilities.

Additional information about RT is available on the agency’s web site,

Retail Vendor Pilot Program

RT’s 18-month pilot program will emphasize vendors who utilize mobile carts to display
and provide retail goods and services to RT’s light rail riders. Carts will need to be
“self-supporting” since plumbing connections are not available, and there are very
limited possibilities to connect to RT electrical outlets. Both food and non-food vendors
will be considered—especially those that can provide products and/or services for RT
riders at stations that lack nearby, conventional retail and service options. Examples of
the types of products desired are listed below. Others will be considered, if appropriate.

        Hot/cold non-alcoholic beverages               Hot dogs, sandwiches, etc.
        Fruit                                          Baked goods
        Snack items                                    Flowers
        Transit passes                                 Sunglasses
        Newspapers/Magazines                           Umbrellas
        Nylons/hosiery                                 Ice cream
        Maps/Postcards                                 Shoe Shine

The sale of alcoholic beverages, tobacco products, and chewing gum is strictly
prohibited by the terms of the program. Motorized vending vehicles and vending
machines are prohibited, as well. No beverages or other products can be sold if they
are in glass containers. All beverages must be in containers with spill-resistant covers
as required by RT’s Administrative code.

It is RT’s hope that this pilot program will prove successful, allowing permanent
improvements for vendors and concessionaires to be considered.


This booklet offers a comprehensive program description, to help interested vendors
decide for themselves whether to apply and submit the two hundred-fifty dollar ($250)
non-refundable application fee in order to have their application considered by RT staff.
Before submitting an application, interested vendors should carefully review the
description of all required permits and approvals, in addition to the evaluation criteria.

Non-refundable Application Fee and Background Check
The non-refundable application fee includes the cost to complete ONE background
check on the prospective vendor. Fingerprints and a personal background statement
will be required to allow a California Department of Justice background check to be
completed. If additional background checks are required, as described below, the
applicant must pay the full cost in advance.

If the vendor’s business is a sole proprietorship, the vendor must undergo the
background check. If the business is a partnership, each partner holding more than ten

Retail Vendor Pilot Program
percent (10%) equity interest must undergo the background check. For corporate
applicants, each corporate officer must undergo a background check. In addition,
vendors selected to participate in the program must require employees assigned to staff
carts located at RT’s stations to submit to a background check before RT will issue
keys, ID badges or any other items necessary to gain access to station facilities. The
vendor must pay RT for any employee background checks.

Persons convicted of felonies, crimes of moral turpitude, gambling violations and/or
narcotics violations will not be considered.

License Fees to be paid by Approved Vendors
Licensing agreements will describe all fees due to be paid to RT in exchange for
permission to engage in retail vending at light rail stations at certain times-of-day. The
agreement will require additional fees for late payment. For the 18-month pilot program,
the schedule of time periods and license fees is summarized below. The fee schedule
is based in large part on the number of riders who board and/or disembark light rail
trains at the named stations. If a vendor proposes, and is approved for, a station that is
not listed, the license fee schedule would be adjusted ratably based on ridership figures
at the stations listed below. Ridership information is described in Section V.

For this pilot program, “percentage rent” proposals will not be considered unless there
are compelling reasons to do so. If the pilot program is extended or made permanent,
the time periods and/or the license fee schedule may be revised based on experience of
RT and vendors. Future adjustments may include use of percentage-of-sale
arrangements, if they can be justified and properly monitored.

Note: for purposes of this 18-month pilot program, annual license renewal fees will not
be required of approved vendors. If and when the program is made permanent, annual
renewal fees may be imposed.

Note: fees shown below do not include a surcharge for use of RT electrical power by
vendors, if available and approved for use.

Fee Schedule (Monthly Rate)
                                              Time Period
       Station         Start of service
                                             12:00PM to               (2)
                                                            All Day
                          to 12:00PM           6:00PM
     WATT / I-80          $   350.00         $ 400.00       $ 275.00
                          $   300.00         $ 400.00       $ 325.00

    29TH STREET           $   350.00         $ 400.00       $ 275.00
    65TH STREET           $   300.00         $ 350.00       $ 250.00
    BUTTERFIELD           $   250.00         $ 250.00       $ 250.00
      SUNRISE             $   350.00         $ 350.00       $ 250.00
       8th/O St           $   300.00         $   350.00     $ 250.00
      Note: AM "Start" time varies according to beginning of Light Rail Service at the named
      station. For specific start times, consult RT service timetables at Be
      aware that service frequency is periodically reviewed and subject to adjustment by RT
      at its sole discretion.

      Hours to be determined. Generally, light rail operates from 4:00AM to 1:00AM daily.

Hours of Operation
Approved vendors will be licensed to operate during specified time periods, as
described previously in the Fee Schedule. Approved time periods will also be called out
in the license agreement and certificate. Vendors who operate outside their approved
time periods will be in violation of their license and face the possibility of having their
license terminated. Vendors will be encouraged to maintain regular and consistent
hours of operation so that RT riders and other customers can feel confident the vendor
will be present.

Approvals from Other Jurisdictions
Applicants will need to provide evidence that all county health permits, local business
license and/or concession and/or land use permits required by the local jurisdiction the
station is located in, e.g., City of Sacramento, Sacramento County, City of Rancho
Cordova, have been obtained. These requirements are discussed in more detail in
Section VI. Applicants are responsible for payment of any and all fees charged by other


The RT board authorized this pilot program based on staff recommendations that seven
stations be emphasized, including those in the following table. The table summarizes
July through September 2004 data on approximate numbers of riders who board or exit
a train at the named station during certain periods of the day. These figures are
considered reliable, but cannot be guaranteed. Ridership figures vary during the course
of a year for various reasons. In addition, periodic adjustments to RT service frequency
for trains and/or buses can affect these figures.

Daily “on” and “off” activity can be combined to approximate the customer base that a
retail vendor might have at a light rail station. Please review the footnote information to
understand how to interpret the statistics shown below. Although the time periods used
by RT to collect rider “ons” and “offs” do not correspond with the time periods used in
this retail vending program, these figures will provide some insight into activity levels
during various times of day.

For other Light Rail Stations, please email to request ridership figures.

Retail Vendor Pilot Program
Average Weekday “ons” and “offs”, January through April 2007(3)

  Line          Station Name                             AM        PM     Totals
                                                Vendor  6:00-    12:01-
                                                 Rest- 12:00pm   6:00pm
 Folsom           WATT / I-80                    Yes    1,733    1,421    3,154
 South +         16       STREET                 No     4,244    4,047    8,291
 Folsom     Note: figures include "ons" and
           "offs" from both lines, which stop
                      at this station

 Folsom        29TH STREET                       No     2,217    1,713    3,930
 Folsom        65TH STREET                       Yes    1,302    1,173    2,475
 Folsom       BUTTERFIELD(4)                     Yes    1,019    1,172    2,191
 Folsom          SUNRISE                         Yes    843       844     1,687
 South +        8th/O Street                     No     752       843     1,595

   Average Weekday “ons” and “offs” at each station, as determined by random, periodic counts
   designed to comply with federal requirements. For a transit system, these figures should be
   interpreted to mean that 4,553 average “ons” and “offs” at the Meadowview Station are likely to
   be approximately 2,200 persons who engage in round-trip travel to/from that station on a
   weekday, for example. Therefore, the customer “base” might be 2,200 individuals but, if the
   vendor were to be present all-day, the vendor would have 4,553 potential retail transactions.
   Further, figures for the 16 Street Station are likely too large, since RT riders transferring from
   one light rail line to another at this station could have been “double-counted.”

    Use of the Butterfield station is expected to increase due to Franchise Tax Board (FTB)
   expansion that will create a one million square foot complex near the station. In 2005,
   up to 5,500 employees are expected to work on the FTB campus. When completed, up
   to 7,500 people will be employed there. A maximum of 4,000 parking stalls will be
   available as of the January 2005 opening. Occupancy of first quadrant begins in April
   2005, with additional quadrants to be occupied on six-week intervals.

Applicants can propose retail vending at other light rail stations, but applicants must
consider ridership figures, sales potential, restroom access and other requirements.
Before investing time in a proposal for a station not listed above, please consult
Sharon Fultz with Real Estate at (916) 556-0312 or at email address so RT can determine whether retail vending is practical at that
location. There may be a variety of circumstances that would not permit retail
vending to occur at certain stations.

Many stations also serve as transfer points for RT bus routes. At these locations, RT
bus riders are potential customers for a retail vendor. In addition, if there are other
pedestrians, employers or residents in close proximity, they could potentially be
attracted as customers. Applicants are responsible for evaluating the light rail and bus
ridership, as well as any ancillary customer base, from which they might attract
Applicants will be asked to indicate which station location(s) they would prefer. It is
possible that an application may be approved with certain contingencies; for example,
approved on the condition that the applicant consider an alternative location other than
their first preference.


RT complies with all applicable federal, state, and local laws. Therefore, vendors
selected to participate in RT’s retail vendor program must demonstrate compliance with
requirements—generally imposed at the state and local level—for any and all required
permits, licenses, and approvals. A number of the most common requirements are
described below, along with internet web links and other contact information so that
prospective vendors can investigate how these requirements might affect them. There
may be other requirements a particular vendor must satisfy. Applicants are solely
responsible for confirming what requirements may affect their ability to engage in
vending at a particular location.

California Seller’s Permit
When you sell or lease merchandise, vehicles, or other tangible personal property in
California, even temporarily, you are generally required to register with the California
Board of Equalization (BOE) to pay sales tax on your taxable sales. When you register,
BOE will issue you a seller’s permit, sometimes mistakenly called a resale number or
resale permit. A seller’s permit is a state license that allows you to sell items at the
wholesale or retail level and to issue resale certificates to suppliers. You cannot legally
make sales of taxable products in California until BOE issues your seller’s permit.
Please note that a California seller’s permit does not grant you any other rights,
privileges, or status under local, state, or U. S. law.

When you hold a seller’s permit, you must:

        •        File periodic sales and use tax returns with the Board, and
        •        Pay any sales or use tax due on your sales and purchases.

You must report and pay sales tax on each taxable sale. At the time you make the sale,
you may collect from your customer an amount equal to the tax you will owe. As a
registered seller, you will need to take the time to learn how to properly apply the sales
and use tax law in your business operations. And you must keep adequate records that
document your sales and purchases.

The Board of Equalization offers classes and publications that can help sellers learn to
meet their obligations and help ensure that you don’t pay more tax than you owe. More
information can be found at or via telephone at
(916) 227-6700.

Retail Vendor Pilot Program
Health Permits
No matter where RT’s light rail station is located, vendors selling prepared, ready-to-eat
food products almost always require a “Health Permit” issued by the Environmental
Health Division (EHD) of Sacramento County’s Environmental Management Department
(EMD). Their offices are open 8:00AM to 5:00PM weekdays. They are located at 8475
Jackson Road, Suite 240, Sacramento 95826. The telephone number is (916) 875-
8440 and the web site is In Sacramento County, EMD
administers the California Uniform Retail Food Facilities Law (CURFFL).

Food Safety Certification
Unless you sell only pre-packaged food or beverages, California law requires that at
least one owner/manager of each food concession be Food Safety Certified by an
approved program. You have sixty days to certify another staff member, should your
certified personnel leave. Being Food Safety Certified (or “ServSafe”) means you or at
least one of your employees possesses a valid certificate in food safety that confirms
the individual was trained about the causes of food-borne illness and its prevention and
passed an approved examination.

Business Licenses
All businesses operating in the County of Sacramento need to apply for a Fictitious
Business Name Statement from the County Department of Finance at 700 H St, Room
1710, (916) 874-6644. The purpose of the fictitious business name statement is to avoid
duplication of business names within the County of Sacramento.

The type of business license that may be required depends in part on whether you are
a home-based business or not, and also upon where you are operating a vending cart.

City of Sacramento
If your primary business location is within the city limits, a city business license is
usually required. City business licenses are used as a means to collect a business
operations tax that is based on annual gross revenues for the previous calendar year.
The Business Tax is defined in Chapter 3 of the Sacramento City Code.

If your business office is in a residential location, a Home Occupation Permit must also
be obtained, as described in the following web link City Codes - Title 17, Chapter

The Revenue Division of the City’s Finance Department issues business licenses and
collects the operations tax. Additional information regarding doing business within the
city limits is available at

Retail vending carts in the City of Sacramento are regulated under Title 5 of City Code.
There are restrictions affecting vending in proximity to public parks and outside the
Central Business District. In addition, the City’s zoning regulations do not clearly
address vending carts. Therefore, prospective vendors should be aware that RT cannot
firmly state that a vendor location approved by RT for a light rail station located within

Retail Vendor Pilot Program
the city limits will be authorized by city officials. RT is attempting to clarify this situation
favorably. Vendors are encouraged to conduct their own research on these issues.
The city web site address is

Sacramento County
Information about doing business in unincorporated areas of Sacramento County is
available at A General Business License is normally required (call
874-6644 or go to

The county considers food carts to be “temporary concessions” that require zoning
clearance and a use permit. Prospective vendors should note that Sacramento County
requirements for temporary concessions in unincorporated areas can require significant
staff review and expense and, possibly, a public hearing. To learn more, the county’s
Planning and Community Development Department operates a Public Information
Counter at 827 – 7th Street, Room 101, Sacramento. The telephone number is (916)
874-6221 and hours are 9:00AM to 4:45PM weekdays.

City of Rancho Cordova
For information about zoning requirements and the necessity for a business license in
the City of Rancho Cordova, please contact the city’s Planning Department, located at
3121 Gold Canal Drive, Rancho Cordova, CA 95670. The telephone number is (916)

Work Permits for Young Workers
Vendors who consider hiring young workers are reminded that, in addition to being
governed by the California child labor laws, most employees are governed by the
federal Fair Labor Standards Act (FLSA). The FLSA establishes 16 as the minimum age
for general employment. Minors 16 and above may work in any occupation except for
occupations declared hazardous in federal regulation for persons under 18. Fourteen
and fifteen-year-olds are allowed to work only in limited occupations. Minors under 14
may not work in firms subject to the FLSA, except in agriculture. The State of California
has adopted federal hazardous occupation standards for minors under 18 and many of
the standards for 14 and 15-year olds. Additional information is available at the
following web site address:
or from the State of California Department of Industrial Relations Division of Labor
Standards Enforcement at 2031 Howe Avenue, Suite 100 Sacramento, CA 95825;
telephone (916) 263-1811.


Applications will first be screened to determine if they are complete. If important
information is omitted, the application will be returned. Complete applications will be
evaluated by a committee of RT personnel against a set of criteria. Evaluation criteria
will include, but not be limited to, the following:

        1)       Relevant business experience of the applicant;

Retail Vendor Pilot Program
        2)       Reasonableness, thoroughness, and clarity of the applicant’s business
        3)       Financial capacity to develop the full potential of the vendor’s business;
        4)       Appropriateness of the proposed location for the goods and/or services to
                 be offered;
        5)       Quality and variety of products to be offered and/or type of services to be
        6)       Size, design, appearance, aesthetic appeal of the vendor’s equipment and
                 related signage; and
        7)       Vendor’s capacity to physically move, store, and secure equipment off-site
                 when not in use.

Other criteria may be added as deemed appropriate by RT.


Scope and Limitations of Agreement
A vendor must execute a license agreement with RT prior to the start-up of operations
by an approved retail vendor. The agreement will take the form of a month-to-month
license. Among other things, the agreement will identify the vendor, the range of
approved products and/or services to be offered, the authorized location, size and type
of equipment, regulatory and insurance requirements, specific restrictions, and the
vendor’s and RT’s responsibilities.

RT vendor license agreements will not convey exclusive vending rights for any light rail
station. Nor will licenses convey any exclusive rights for particular types of products,
merchandise or services. Further, licenses will not allow any vendor to vest any rights
in or use of, RT real estate or facilities beyond the limited scope of the license
agreement. Assignment of a valid license to another vendor or operator will be
prohibited unless RT agrees to this in writing in advance. The agreement will describe
license fees to be paid, termination rights and other applicable requirements.

A sample copy of the Vendor License Agreement is set forth as Appendix 1.


Resources for Additional Information
Prior to submission of applications, prospective vendors are encouraged to contact RT
employee Sharon Fultz, Real Estate Analyst at (916) 321-2916 or at email address with questions directly related to RT’s vending program. Questions
about other permits, licenses, etc., should be directed to the appropriate agency.

Application Format and Submission Deadline
Applicants should complete the following application form. Any and all additional
material submitted should be limited to succinct, clear responses to questions asked in

Retail Vendor Pilot Program
the application form. All material must be formatted on standard-size paper (8.5 by 11
inches) and must be able to be photocopied.

Postmarks will not be used to determine whether an application submitted by mail is on
time or late. Only “hard copy” applications will be accepted—no e-mails, please.

                                             Via mail to:
                                  Sacramento Regional Transit District
                                        Real Estate Department
                              P.O. Box 2110, Sacramento, CA 95812-2110

                                    In-person delivery to:
                     Receptionist, 2811 O Street, Sacramento, CA 95816
                   (Deliveries accepted 8:00AM – 5:00PM weekdays only,
                                 but not on official holidays)

Retail Vendor Pilot Program

Note: This application is neither an offer of space, nor a guarantee of space. Further, RT
reserves the right to refuse to process any application that is determined to be incomplete.
Submission of an application does not obligate RT to issue a vending license, and RT will not
pay any type of commission, nor will it compensate applicants for any costs incurred to prepare
an application.

                                              Applicant Information

     Name of applicant _______________________________________________________________

     Business Name (“DBA”): _________________________________________________________

     My business is a (check whatever applies)
         Sole proprietorship              Partnership                Home-based business

         Non-profit corporation

         For-profit corporation or LLC (Corp. name: ___________________________________ ____ )

         Foreign corporation that can legally operate in California (incorporated in _______________ )

     Partnerships or Corporate Entities: Identify all partners, shareholders who possess 10% or greater
     financial interest in the business and ALL corporate officers and directors.

     Authorized representative name and contact information

                          Name _________________________________________________________

     Address _________________________________________________________________________

     Daytime telephone number _________________________________________________________

                 E-mail address __________________________________________________________

         CA Seller’s Permit #     __________________ Federal Tax ID # ________________________

Indicate the RT light rail station(s) and time periods you prefer.


                 Start of service                           2:00PM to 7:00 PM
                   to 10:00AM                                                       All Day
                                    10:00AM to 2:00PM

Note: Any vending license issued will not convey any exclusive rights to the licensee for
products, merchandise, services or location.

Retail Vendor Pilot Program
Summarize Proposed Activities
Identify and describe the type of retail activity in which you propose to engage. Be as
specific as possible.

Food / beverages:
Include or attach a proposed menu and drink sizes. Indicate all prices and identify
those items that are subject to 7.75% sales tax.

Note: Vendors must present evidence of current Sacramento County health
      department permit(s) that authorizes the proposed equipment and the sale of
      all proposed food items proposed for sale.

Note: Vendor licenses will prohibit the sale of alcoholic beverages, tobacco products
      or chewing gum.

Note: Vendor licenses will prohibit the sale of any beverages in glass containers.

Note: If a food or non-food vendor requires an electrical power source to be
      provided by RT, a $40.00 monthly surcharge will be added to the
      individual vendor’s license fee. Electrical outlets are not available at all

        Non-food: _________________________________________________________

        Personal Services:___________________________________________________


Business Plan
As an attachment to this application, describe the relevant experience you have had
that would support a determination that your vending operation will be successful. In
addition, succinctly but completely address the following factors that RT will consider in
evaluation of your application:

    •    Your financial capacity to plan, start-up and nurture the business to the
         point that it is profitable.
    •    Your estimate of gross sales that would be generated, and the underlying
         assumptions to support the estimate.
    •    Estimates of the type of, and amount of, expenses necessary to operate
         the business.

Retail Vendor Pilot Program
    •   Vending equipment proposed for use. Note: For RT’s pilot program,
        vendors are limited to use of equipment that is essentially self-supporting,
        except that electrical power might be available, depending on

        Note: Motorized vending vehicles are not permitted under this program.

        Accurately describe the type of equipment proposed and its “footprint” size
        when “open” for business (height, width, depth). Provide photographs or
        graphic/visual examples of the equipment to clarify your description.
        Describe any utilities or support services needed for your equipment to

    • Describe your preferred location(s) at your preferred light rail station(s) for
      placing your equipment.

    • Generally, RT does not plan to approve applications that would require
        vending equipment to remain on-site between uses. Explain how you
        would transport your equipment to/from whatever light rail station might be
        approved for your use, and where would the equipment be stored when not
        in use.

Indicate whether you currently carry the minimum insurance coverages described
below. Be aware that additional coverages, endorsements and/or changes might be
required based on the circumstances of the vendor’s proposed operation. If you answer
“No” to any of the following, describe how you will be able to secure the necessary
minimum insurance coverages accompanied by the endorsement described below.

YES          NO
                   Commercial liability coverage with $1 million combined single limit?

YES          NO
                   Workers Compensation insurance in accordance with California law?
                   Note: Workers Compensation coverage is required if the vendor has
                   employees, and a certificate of insurance showing evidence of current
                   coverage is necessary. Applicants can confirm requirements for this
                   coverage by contacting the California Department of Industrial Relations
                   at 2031 Howe Avenue, Suite 100 Sacramento, CA 95825; telephone
                   (916) 263-1811.
                   If a vendor has no employees and only uses owner(s), independent
                   contractors, partners or immediate family to staff the vendor’s business
                   operation, an affidavit must be executed where vendor certifies that they
                   are exempt from securing Workers Compensation insurance.
YES          NO

Retail Vendor Pilot Program
                   Comprehensive business or personal auto coverage with a $500,000
                   combined single limit. This will be necessary if a motor vehicle is used in
                   relation to the operation of the retail vending business.

YES         NO
                   Except for Workers Compensation coverage, applicant will agree to have
                   all other required policies endorsed to include “RT, its employees,
                   officers, agents and contractors” as listed “additional insureds” with a
                   minimum thirty-day (30) noticing requirement from the insurer(s) to
                   Licensor if coverages are reduced or cancelled during the term of this

YES         NO
                   Applicant will agree with RT to indemnify and hold each other harmless
                   against all claims against the other party except those involving gross

Fees Payable to RT
RT has multiple objectives for this pilot program, as described in Section I of this
application packet. Among these objectives is the diversification of RT revenue
sources. Be sure to understand the type of fees required of vendors to apply for, and to
participate in, this program. These are described in Section IV.

Relationship between the Parties
If an application is approved, the following is required before a vendor may start

•       A license agreement must be executed by RT and the vendor. A sample license
        agreement is attached for your reference.
•       A vendor certificate must be issued by RT, and it must be displayed whenever
        the vendor is in operation.
•       The vendor and all authorized employees/staff must have photo identification
        badge(s) issued by RT, and must display the badge when in operation.
•       The vendor must agree that any license issued by RT is non-transferable,
        temporary, does not result in the vendor vesting any rights to operate on RT
        property except as permitted in the license agreement, and that a license shall
        not be interpreted as creating any partnership, joint venture or agency
        relationship between the RT and the vendor.
•       Licensees must agree that, licenses may not be assigned to any third party
        without the prior written approval of RT as licensor.

Non-discrimination Requirement
If application is approved, the vendor must agree to not violate local, state or federal
laws or regulations prohibiting discrimination in employment practices or business

Applicant Signature and Consent

Retail Vendor Pilot Program
The signature(s) below attest to applicant(s) having thoroughly reviewed and
understood this application packet; having researched all requirements; agreeing to the
fee schedule and time periods listed; having provided complete and accurate
information. By signing below, you confirm your understanding that RT will perform
background checks as authorized by law, after all necessary fees are received in
advance. Please sign and date below before submitting to RT by the deadline date
along with the non-refundable application fee of $250.00—checks payable to
Sacramento Regional Transit District . Thank you!

_________________________________                      _________________________________
Printed Name                                    Printed Name

______________________________                         _______________________________
Signature                                       Signature

__________________                                     __________________
Date                                            Date

If more than one background check will be required because of the type of vendor business entity, make
photocopies. Use additional sheets of paper to fully respond to questions asked.

      Full legal name of applicant:

      Nickname / AKA/ Alias / Maiden:

      Current residence address:

      Since (date)

      Previous residence address:
      Since (date)                     Age: _______    Date of Birth: __________


      Height: ___ feet ___ inches     Weight: ____ lbs. Hair:             Eyes: ________

      California Driver License or ID Number:                              Expires: ______

      Social Security Number: ______________________________

Retail Vendor Pilot Program
   Respond to the following questions:
   1.) If requested, would you be able to provide documentation demonstrating that you are
       legally entitled to work in the United States?
                                                  Yes         No
   2.) Has your driver’s license (issued by CA or elsewhere) ever been revoked or
       suspended?                                 Yes         No
       Explain “Yes” responses:

   3.) Have you ever been convicted—by verdict, pleas of guilty or pleas of nolo
       contendere—of the following:
                                                     YES       NO
                                       A Felony?

                   Offenses involving moral turpitude?

            Violation of gambling laws or ordinances?

                                  Narcotics violations?

   4.) Has any permit or license previously granted to you ever been revoked or denied?

                                                  YES             NO

        If “yes,” use additional paper to describe type of permit/license, issuing jurisdiction
        and circumstances that resulted in revocation or denial.

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                              VENDOR LICENSE AGREEMENT

THIS LICENSE AND AGREEMENT (hereinafter “License”) is entered into on this
_____day of 200__,(“Effective Date”) by and between the Sacramento Regional Transit
District, (hereafter "RT"), and ________________________, (hereafter

WHEREAS, RT owns and operates several light rail transit (LRT) stations in the
Sacramento Area; and

WHEREAS, the Board of Directors of RT authorized an eighteen-month pilot program to
test the feasibility of retail concession services at LRT stations, and Concessionaire
desires to participate in the pilot program for a retail concession operation at RT’s LRT
station(s); and

WHEREAS, Concessionaire has been recruited, evaluated and selected under RT’s
Retail Concession Pilot Program (hereinafter “Program”).

NOW, THEREFORE, in consideration of the promises, terms, conditions, and
covenants set forth herein, RT and Licensee hereby agree as follows:

1.      Parties to the License
        Licensor: Sacramento Regional Transit District, a public corporation
                     Attention: Director of Real Estate
                     P.O. Box 2110,
                     Sacramento, CA 95812-2110

        Concessionaire: ______________________________, (Form of Business)
        DBA:       (Business Name)

2.      Nature of License

        Concessionaire has requested that RT, Licensor, authorize Concessionaire to
        use the LRT facility or facilities specified herein to offer only those products
        and/or services described within this license on a non-exclusive basis to RT’s
        customers and members of the general public. Concessionaire understands and
        agrees that this is part of Program and no representations or guarantees are
        made as to the future of the License other than as stated in the Term section
        below. Under this License, RT confers to Concessionaire a revocable, personal
        and non-possessory privilege to enter upon and use portions of that certain real
        property owned or controlled by RT situated at the LRT stations and as more fully
        described below and herein, for the limited purpose and subject to the terms,
        conditions and restrictions set forth herein. This License gives Concessionaire, a
        license only and notwithstanding anything to the contrary herein, this License
        does not constitute a grant by RT of any ownership, leasehold, easement or
        other property interest or estate whatsoever in the assigned areas, LRT station or

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        any portion thereof. Nothing in this License shall be construed as granting or
        creating any franchise rights pursuant to any federal, state or local laws.

3.      Assigned Area

        A.       RT hereby assigns to Concessionaire the following location at the LRT
                 station(s) identified on Exhibit A, and in the location designated as
                 “Assigned Area” on Exhibit B, attached hereto and incorporated herein by
                 this reference (check all that apply):

                   (i) approximately ________________ (____) square feet within the
                 ____(describe area at station)_____ area (Exhibits A and B) on a non-
                 exclusive basis; and

                    (ii) approximately ________(________) square feet of non-exclusive
                 space for storage of _____(cart or other supplies)__________ in the
                 __(Describe location)____ and other related purposes. Said space may
                 be later assigned, reassigned, allocated, reallocated, relocated or resized
                 at the sole discretion of RT. RT hereby makes no warranty, guarantee or
                 representations as to the security of said space or to the safety and
                 condition of materials or goods stored therein or the size of space
                 available for the Concessionaire. Concessionaire acknowledges that
                 security and safety of any materials or goods stored therein are solely the
                 Concessionaire’s responsibility. Said Area is shown on Exhibit B.

        B.       In addition, Concessionaire may have for its common use with others the
                 restrooms facilities identified in Exhibit C. RT shall maintain those
                 restroom facilities; however, it shall be the Concessionaire’s duty to inform
                 RT as soon as any hazard, unsafe condition or problem(s) arise or exist
                 within said restroom space. Concessionaire shall assist in the
                 containment and or security of said space. Further, Concessionaire
                 agrees to be solely responsible for the safety of its own representatives,
                 officers, agents, employees, invitees, Concessionaires, or any other
                 persons doing business with Concessionaire who may be using the
                 storage areas and restroom facilities thereto.

4.      Use of Assigned Area(s)

        Subject to all applicable laws and regulations and the terms of this License,
        Concessionaire may use the Assigned Area for and in connection with the
        following purposes and no others:

        A.       The right and privilege to temporarily install and operate as shown on
                 Exhibits D and E, a _Food, Beverage, Coffee, etc)_ retail concession (as
                 more particularly described in subsection D, below) comprised of the type
                 of facility checked below:

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                          A mobile cart as more particularly described in Exhibits D and E.
                          The mobile cart must be self-contained, self-sufficient as otherwise
                          described herein. In addition, Licensee agrees to remove the cart
                          when not in use, or store the cart in a manner as may be approved
                          by RT.
                          A removable retail structure more particularly described in Exhibits
                          D and E. The design and final construction of which must meet with
                          RT approval and shall at all times remain the property of RT.

        B.       The right of ingress to and egress from the Assigned Area over and
                 across the RT Property at the LRT station identified above for
                 Concessionaire, its agents, patrons, guests or suppliers.

        C.       The right to install appropriate equipment on the Assigned Area, provided
                 that all such design and installation shall have the prior written approval of

        D.       The nonexclusive right and privilege to offer the types of goods or services
                 listed in Exhibit F of this License. All goods or services provided by
                 Concessionaire must be approved in writing by the RT and RT, in its sole
                 discretion may change this list upon written notice to Concessionaire. All
                 goods or services shall be in good taste and in accordance with all
                 applicable health or service codes and presented in such manner as to be
                 well received by the public.

        E.       The right to attach a Menu board to the unit and one or two “A” frame
                 sandwich boards (each not exceeding 3x4 feet in size) and only to the
                 extent permitted by local regulations.

5.      Limitations on Use of Assigned Area

        The limitations governing Concessionaire’s use of the Assigned Area shall
        include but are not limited to the following prohibited uses:

        A.       Concessionaire may not place tables and/or chairs for customer use
                 without prior written authorization by RT.

        B.       Concessionaire may not sell any form of alcoholic beverage.

        C.       Concessionaire may not sell beverages or other items packaged in glass

        D.       Concessionaire may not sell tobacco products, chewing gum or other
                 product(s) that are not specifically authorized by RT in writing, or are
                 illegal, unsafe or likely to significantly increase maintenance requirements
                 for, and increase the need for repair of, RT’s facilities and equipment.

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        E.       Concessionaire may not sell products or offer samples from anywhere
                 except Concessionaire’s concession Assigned Area. Any sampling must
                 comply with all applicable local, state and federal requirements including
                 but not limited to County health requirements.

        F.       Concessionaire’s signage may be used only during hours of
                 Concessionaire’s business operation and may be placed only where signs
                 will not interfere with pedestrian and vehicle traffic or cause any form of

        G.       Except within the Concessionaire’s Assigned Area, no distribution of
                 advertising handbills, flyers or coupons is permitted on-site, as this
                 typically results in a litter problem. If Concessionaire distributes handbills,
                 flyers or coupons within its Assigned Area which results in excessive litter
                 within the LRT station, RT may prohibit the distribution of such materials
                 by providing Concessionaire with written notice.

        H.       During inclement weather and/or high-winds, Concessionaire will exercise
                 reasonable caution to tie-down, anchor or otherwise secure
                 Concessionaire’s equipment and related items so that they will not present
                 a hazard or litter problem.
6.      Term

        A.       Commencement
                 The term of the Agreement shall commence on the Effective Date and will
                 continue thereafter for a period of ________ (___) months, and shall
                 terminate on the last day of the ________(___), unless sooner terminated
                 or cancelled by either party pursuant to Section 28 of this Agreement.

7.      License Fees

        A.       Payment of License Fees
                 Beginning on the Effective Date, Concessionaire shall pay RT a monthly
                 fee of ____________($__________) .
        B.       Time and Manner of Payment
                 Throughout the term hereof, Concessionaire shall pay by first class mail,
                 postage prepaid, all rents required hereunder, payable to “Sacramento
                 Regional Transit District”, at RT’s Real Estate Office, at the address
                 shown for RT in Section 50, below. The Concessionaire Fee will be
                 delivered on or before the first day of each calendar month in advance.

        C.       Fees Due Independent of Any other Required Permits, Licenses or
                 Concessionaire’s duty to pay such Fees are not contingent on
                 Concessionaire’s ability to procure any necessary permits, licenses or
                 approvals from any other federal, state or local authorities, including but
                 not limited to: health departments, zoning or planning offices or business

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                 licensing/permitting offices. The duty to get such permits, licenses and/or
                 approvals remain the sole responsibility of the Concessionaire.

8.      Duties of the Concessionaire

        In addition to the other duties specified elsewhere in this License,
        Concessionaire shall:

        A.       Operate the coffee cart on _(days of week/Weekdays/weekends)_ from
                 approximately __(Time or hours of operations)_ to__(Time or hours of

        B.       Present RT’s designated representative(s) a list and schedule of
                 Concessionaire’s employees and/or agents who will be responsible for
                 staffing the concession stand.

        C.       Have a cell phone available and operative at all times during
                 Concessionaire’s operations. Concessionaire is responsible for ensuring
                 that at all times, RT has been provided, in writing, the cell phone number
                 so that RT can reach the Concessionaire’s operation at all times, that
                 Concessionaire’s business is open.

        D.       Promptly report any events or circumstances that appear to warrant
                 immediate police attention via cell phone. The local police agency with
                 jurisdiction at this location - ______________— can be reached at
                 (___) ________ Note: “911” may also be dialed, but Concessionaire
                 should be aware that doing so from a cell phone may result in reaching
                 the California Highway Patrol, which must then relay information to local
                 law enforcement personnel for response. Concessionaire’s Security
                 responsibilities are also discussed in Section 24, below.
                 For minor security issues that do not require emergency response, contact
                 RT Police at (916) 321-2877.

        E.       Promptly report any other circumstance that reasonably requires repair,
                 maintenance or other attention to RT’s Facilities Maintenance
                 representative, Ms. Dawn Fairbrother, at (916) 321-3830.

        F.       Direct any communications about the terms and administration of this
                 license to RT’s designated Real Estate representative, Sharon Fultz, at
                 (916) 321-2916.

        G.       Prevent duplication of any keys provided by RT and return keys and
                 badges and other items necessary to access RT facilities at end of Term
                 of this agreement.

        H.       Provide and maintain approved signs that enhance the appearance of
                 both the concession stand and the LRT station.

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        I.       Maintain an operable fire extinguisher that is rated for the types of fires
                 that might occur in relation to conduct of approved Concessionaire
                 activities. At minimum, the fire extinguisher must be rated as follows:
                 __(specify rating and capacity for each type of business allowed)_____

        J.       Not permit any motorized vehicle controlled by Concessionaire to traverse
                 and/or park on walkways, plazas or other areas not intended for vehicle
                 movement and parking.

        K.       The certificate that accompanies this License must be in plain view during
                 periods of business operation.

        L.       Maintain the validity of—and display as may be required—all requisite
                 approvals, permits and licenses from any other regulatory agencies having
                 jurisdiction over Licensor or its operations, such as the Sacramento
                 County Health Department, the Franchise Tax Board and the City of

9.      Utilities

        Utilities for Concessionaire’s activities are: (Only one may be checked)

             the sole responsibility of Concessionaire, and Concessionaire must ensure
             that its facility is self-contained, and capable of generating, and storing all
             necessary utilities including but not limited to:
                   electrical power,
                   and/or telephone or communication services (other than by cell phone).
             the sole responsibility of Concessionaire, with the exception of electric power,
             which RT agrees to allow Concessionaire to access one _____________
             volt/____ amp outlet which will be designated by RT’s authorized
             representative. However, Concessionaire agrees to pay RT
             $_________________, as a surcharge for the use of RT’s electrical service.

        It shall be the sole duty of Concessionaire to ensure that exposed electrical cords
        do not present a hazard or impede pedestrians, including the disabled. In
        addition, Concessionaire shall be responsible for paying all reasonable charges
        for such electrical service as may be billed directly to Concessionaire by RT. RT
        shall not be liable to Concessionaire for any interruption in or curtailment of any
        utility service, nor shall any such interruption or curtailment constitute a
        constructive eviction or grounds for rental abatement in whole or in part herein.

        In all other respects, Concessionaire must ensure that its facility is self-
        contained, and capable of generating, and storing all necessary utilities including

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        but not limited to propane, natural gas, water, sanitary sewer, and/or telephone
        or communication services, if permitted under this License.

        The following utilities are not allowed on Concessionaire’s Assigned Area, at any
        time (Check all that apply):
                 electrical power,
                 natural gas,
                 sanitary sewer,
                 and/or telephone or communication services (other than by cell phone).

10.     Notices

        All notices and other communications under this Agreement between the parties
        must be in writing, and will be deemed to have been given (ii) on the date of
        delivery, if delivered in-person to the party to whom notice is given, or if made by
        telecopy number or e-mail directed to the party to whom notice is to be given at
        the telecopy number or e-mail address listed below or (ii) at the earlier of actual
        receipt or the second business day following deposit in the United States mail,
        postage prepaid. Notices and other communications will be directed to the
        parties at the addresses shown below. Either party may change the person
        designated to receive notice, its telecopy number, or its address from time to time
        by giving written notice to the other party in accordance with the procedures set
        forth in this Section.

        Licensor:             Sacramento Regional Transit District
                              Attn: Director of Real Estate
                              P.O. Box 2110,
                              Sacramento,CA 95810-2110
                              Tel: (916) 557-4536
                              Fax: (916) 321-3843

         Concessionaire: ______________________
                         _____(Business Name)
                         Tel: _____________
                         Fax: _____________

11.     Agreement Documents

        Each and every term, condition and provision of the Agreement Documents in
        incorporated herein by reference as though set forth in full. The Agreement
        Documents consist of each and every one of the documents hereafter
        enumerated, and any conflict or discrepancy between any of the documents will
        be resolved in accordance with the order of precedence hereinafter enumerated:

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        FIRST:            This Writing

        SECOND:           RT General Contract Provisions (Exhibit 1)

        THIRD:            Exhibit A:          List of Authorized LRT Stations for Concession
                          Exhibit B:          Assigned Area at Station(s)
                          Exhibit C:          Restroom Facilities
                          Exhibit D:          Description of Cart or Removable Retail
                          Exhibit E:          Description of Cart or Removable Retail
                                              Structure Detail
                          Exhibit F:          List of Authorized Goods and Services
                          Exhibit G:          RT’s Advertising Policy

12.     Headings

        The headings of the articles and sections of this License are inserted only as a
        matter of convenience and for reference, and do not define or limit the scope or
        intent of any provisions of this License and shall not be construed to affect in any
        manner the terms and provisions hereof or the interpretation or construction

13.     Licenses and Permits

Concessionaire shall obtain at its sole expense all necessary licenses and permits
required for construction of improvements, if allowed under this License or installation or
use of equipment on the Assigned Area, and any other licenses or permits necessary
for the conduct of Concessionaire’s operations.

14.     Authority

        Each of the signatories to this Agreement represent that he/she is authorized to
        sign the Agreement on behalf of such party and that all approvals, resolutions
        and consents which must be obtained to bind such party have been obtained that
        no further approvals, acts or consents are required to bind such party to this

15.     Entire Agreement

        This Agreement embodies the entire agreement of the parties in relation to the
        scope of work herein described and no other understanding, whether verbal,
        written or otherwise, exists between the parties.



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Concessionaire:                   Licensor:
                              SACRAMENTO REGIONAL
                                TRANSIT DISTRICT

By: ______________________    By: ______________________
                                    Beverly A. Scott
                                    General Manager/CEO
DBA: ____________________

Date:____________________     Date: _________________

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Exhibit 1:       General Contract Provisions
Exhibit A.       List of Authorized LRT Stations for Concession
Exhibit B:       Assigned Area at Station(s)
Exhibit C:       Restroom Facility or Facilities
Exhibit D:       Description of Cart or Removable Retail Structure
Exhibit E:       Description of Cart or Removable Retail Structure – Detail
Exhibit F:       List of Authorized Goods and Services
Exhibit G:       RT’s Advertising Policy

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                                       EXHIBIT 1
                              GENERAL CONTRACT PROVISIONS

1.      Liquidated Damages from Late Payments

        If Concessionaire is in arrears for seven (7) days or more following the due date
        of any amount payable to the RT herein, the parties acknowledge that additional
        clerical, accounting and other work will be performed which would not otherwise
        be needed absent the late payment. In addition, because the actual charges as
        a result of the late payment are difficult to identify, the parties hereby agree that
        Concessionaire shall pay as a reasonable charge, liquidated damages for the
        late payment at a rate of 10% annual percentage rate, applicable from the date
        such payment was due to the date of actual payment. If the maximum charge
        permitted by law is less than the foregoing amount, then the rate shall be such
        amount determined to be the maximum legal amount. These liquidated damages
        will be calculated and posted on a monthly basis, and shall be prorated by the
        number of days in the month.

2.      Additional Fees and Charges

        Concessionaire shall pay to RT additional fees, charges and rentals in the event
        of any of the following:

                 A.       If RT has paid any sum or sums, or has incurred any obligation or
                          expense, for which Concessionaire has agreed to pay or reimburse
                          RT, or for which Concessionaire is otherwise responsible;

                 B.       If RT is required or elects to pay any sum or sums, or incur any
                          obligation or expense, because of the failure, neglect or refusal of
                          Concessionaire to perform or fulfill any of the promises, terms,
                          conditions or covenants required of it hereunder;

                 C.       Pursuant to any separate agreement between the parties not
                          contained herein.

                 D.       Such other fees and charges for services rendered, such as, but
                          not limited to, utilities, trash removal, telephone, delivery access
                          charges and similar charges. Concessionaire’s obligations
                          pursuant to this Section shall include all interest, cost, damages,
                          and penalties in conjunction with such sums so paid or expenses
                          so incurred by RT.

3.      Records and Reports

        Concessionaire shall prepare and maintain an accurate record of sales activity
        that is aggregated by hour of operation and type of product sold, and share this

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        information as reasonably requested by Licensor during and after the effective
        dates of this license, in a format and detail acceptable to RT. All such reports
        required of Concessionaire shall be prepared in accordance with generally
        accepted accounting principles and reported on a cash basis. Gross sales
        figures shall be reported in arrears with the payment of license fees and all other
        payments to RT.

        In addition, Concessionaire is required to use a cash register that has been
        programmed for sales; by item and time of day. Concessionaire shall ensure
        each customer is offered a receipt that has been generated by the cash register.
        All register tapes and financial records must be kept and maintained for at least
        one (1) year after each reporting period. All register tapes, financial records and
        other records shall be made available for review by RT, upon demand. All such
        documents must be available for review at either RT’s office, or in such other
        location in the Sacramento area as designated by RT.

4.      Insurance

        Concessionaire shall procure, and maintain for the duration of this License,
        insurance against claims for injuries to persons or damages to property which
        arise in any way, shape manner or form from or in connection with the operations
        of Concessionaire, Concessionaire's agents, representatives, customers or
        employees pursuant to this License. RT shall retain the right at any time to
        review the coverage, form, and amount of insurance required hereby. If, in the
        opinion of the RT's Risk Manager, the insurance provisions in these requirements
        do not provide adequate protection for RT and for members of the public, RT
        may require Concessionaire to obtain increased insurance sufficient in coverage,
        form and amount to provide adequate protection. RTs requirements shall be
        reasonable but shall be imposed to assure protection from and against the kind
        and extent of risks that exist at the time a change in insurance is required.
        Concessionaire shall comply with any requirement to obtain increased insurance
        no later than thirty (30) calendar days after receipt of notice of such requirement.

        A.       Verification of Coverage
                 Concessionaire shall furnish RT with certificates of insurance evidencing
                 coverage required, including copies of endorsements specific to each of
                 the coverage modifications or amendments set forth in this Section. RT
                 reserves the right to require that Concessionaire provide complete,
                 certified copies of any policy of insurance offered in compliance with these

        B.       Minimum Insurance Requirements
                 Concessionaire shall maintain the following minimum insurance

                 1. General Liability Coverage: Concessionaire shall maintain general
                    liability coverage not less than One Million Dollars ($1,000,000.00) per

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                      occurrence for bodily injury, personal injury and property damage,
                      including products and completed operations. Coverage shall be at
                      least as broad as the Insurance Services Office Commercial General
                      Liability coverage (occurrence form CG 0001). If Commercial General
                      Liability Insurance or other form with a general aggregate limit is used,
                      either the general aggregate limit shall apply separately to this location
                      or the general aggregate limit shall be twice the required occurrence
                      limit. Said coverage shall also include Fire Damage Legal Liability
                      coverage in a minimum amount of ____________________Dollars
                      ($______________) to cover the risk of damage by fire to the
                      Assigned Area of the Concessionaire.

                 2. Automobile Liability Coverage: Concessionaire shall likewise maintain
                    automobile liability coverage for all owned, non-owned, and hired
                    vehicles operated by or on behalf of Concessionaire at the LRT
                    station(s), including any additional or replacement vehicles, with a
                    liability limit of not less than Five Hundred Thousand Dollars
                    ($500,000.00) per each accident for bodily injury and property damage.
                    Coverage shall be at least as broad as the Insurance Services Office
                    form number CA 0001 (Ed. 6/92) covering Automobile Liability, code 1
                    (any auto).

                 3. Workers' Compensation: Concessionaire shall likewise maintain
                    workers' compensation insurance, in accordance with the laws of the
                    State of California, covering all its employees used in performance of
                    this License at the LRT station. Concessionaire shall require each of
                    its agents, subcontractors, and suppliers, using or coming to the
                    Assigned Area to maintain such workers' compensation insurance
                    covering their respective employees coming onto RT premises in
                    connection with Concessionaire's operations hereunder.

        C.       Deductibles
                 Any deductibles shall not be greater than One Thousand Dollars

        D.       Other Insurance Provisions
                 The general liability and automobile liability policies shall contain the
                 following provisions:

                 1. RT, its representatives, officers, officials, employees, agents and
                    volunteers are to be covered as additional insureds as respects:
                    liability arising from or in connection with operations performed by or
                    on behalf of Concessionaire, including products sold or distributed by
                    Concessionaire; premises owned, occupied or used by
                    Concessionaire; or automobiles owned, leased, hired or borrowed by
                    Concessionaire. The coverage shall contain no special limitations on

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                      the scope of protection afforded to the RT, its representatives, officers,
                      officials, employees, agents or volunteers.

                 2. For any claims arising from or in connection with operations conducted
                    pursuant to this Agreement, Concessionaire's insurance coverage shall
                    be primary insurance as respects RT, its representatives, officers,
                    officials, employees, agents and volunteers. Any insurance or self-
                    insurance maintained by RT, its representatives, officers, officials,
                    employees, agents or volunteers shall be in excess of
                    Concessionaire’s insurance and shall not contribute with it.

                 3. Any failure of the named insured to comply with reporting or other
                    provisions of the insurance policies, including breaches of warranties
                    shall not affect coverage provided to RT, its elected representatives,
                    officers, officials, employees, agents or volunteers.

                 4. Concessionaire's insurance shall apply separately to each insured
                    against whom claim is made or suit is brought, except with respect to
                    the limits of the insurer's liability.

                 5. Each insurance policy required by this Section, shall be endorsed to
                    state that coverage shall not be suspended, voided, canceled by either
                    the named insured or the insurer, reduced in coverage or in limits
                    except after thirty (30) calendar days' prior written notice by certified
                    mail has been given to RT.

                 6. The workers’ compensation policy shall contain a waiver of
                    subrogation in favor of RT, its officers, employees, agents or
                    volunteers, for any benefits payable by the Concessionaire’s worker’s
                    compensation insurer.

        E.       Acceptability of Insurers and Coverage
                 RT may waive or alter these requirements, or accept self-insurance in lieu
                 of any required policy of insurance if, in the opinion of RT’s Risk
                 Management Manager, the interests of RT and the general public are
                 adequately protected.

5.      Concessionaire’s Indemnification of RT

        Concessionaire shall indemnify, defend, and hold harmless RT, its
        representatives, officers, agents, and employees from any and all loss, cost,
        damage, fine or expense (including but not limited to attorney's fees, court costs
        and expert fees), or liability of any kind or character to any person or property
        arising from or relating to any act or omission of Concessionaire, its officers,
        agents, employees, invitees, customers, or any other person doing business with
        Concessionaire, or on the Assigned Area or at the LRT station(s) with the
        consent of Concessionaire. Concessionaire shall also use counsel reasonably

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        acceptable to RT in carrying out its obligations hereunder. The provisions of this
        Section shall survive the expiration or early termination of this Agreement.

6.      Release of Liability

        RT shall not be liable for, and is hereby released from any and all liability to
        Concessionaire, to Concessionaire’s insurance carrier or to anyone claiming
        under or through Concessionaire, for any loss or damage whatsoever to the
        property or effects of Concessionaire resulting from the discharge of water or
        other substance from pipes, sprinklers, conduits, containers, appurtenances
        thereof, or fixtures thereto, and from any damage resulting from the discharge or
        failure of electric current, regardless of cause or origin, except the active
        negligence of RT, its employees or agents.

7.      Maintenance of Assigned Area

        Concessionaire agrees to maintain and keep the Assigned Area and other areas
        of the LRT station in the following manner:

        A        Concessionaire shall provide and maintain at minimum one trash
                 receptacle for customer use at point- of-sale.

        B.       Concessionaire shall not permit an accumulation of litter in proximity to the
                 cart. Regularly collect and dispose of litter—emanating from whatever
                 source—within an area approximately forty (40) feet around the
                 Concessionaire’s designated location.

        C.       Concessionaire shall deposit trash in containers designated by RT or
                 remove trash daily and dispose of legally off-site if requested to do so by

        D.       Clean and remove any liquids, drips, spills and/or stains resulting from
                 Concessionaire’s operation and/or customer use of products sold that
                 might present a safety hazard, attract insects, appear unsightly, stain or
                 otherwise damage surfaces.

        E.       Store, locate and operate all equipment, cords, supplies, materials, etc., to
                 minimize hazards to RT riders, RT employees and/or other visitors to LRT
        F.       Maintain and keep concession stand and all related equipment in good
                 repair, working order and appearance.

        G.       Remove “gray” water resulting from cart operations off-site for proper

        If RT determines that Concessionaire is not meeting the above listed
        maintenance requirements, RT shall so notify Concessionaire in writing. If said

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        housekeeping or maintenance is not performed by Concessionaire within two (2)
        days after receipt of written notice, RT or its agents, shall have the right to
        perform the maintenance therefor. The cost, plus 15% of the cost for
        administrative charges, for the performance of any such maintenance by RT shall
        be borne by Concessionaire. Any maintenance required to avoid harm to the
        building, its contents, customers or persons shall be performed immediately upon
        receipt of written notice from RT or RT may, upon written notice to
        Concessionaire’s manager or employee, itself perform such maintenance at
        Concessionaire’s expense.

8.      Special Requirements for Spill Proof or Spill Resistant Cups and containers
        holding liquids.

        If Concessionaire, under this License is permitted to sell beverages or products
        which are normally dispensed in cups or utilize cups, Concessionaire agrees to
        use only the following:

        Cups: Must be of a type to be spill proof or resistant. Cups must have a tightly
        rolled rim to hold lid securely in case of tip over, and be resistant to the light
        pressure of handling. The lid must not come off when being held normally or with
        light pressure. The use of cups will require a spill proof or resistant lid under all

        Lids: Must be dome shaped and matched to the cup. A snug fit is required and
        the lid must remain on the cup in case of tip over. The lid must be fitted so that it
        is not easily removed by wind or light pressure to the cup or in normal handling of
        the cup.

        Other containers holding liquids: Must be of a type that meets the above
        requirements, or capable of being resealed. (eg. plastic bottle with screw on and
        off top).

Note: Article 5 of the Vendor License Agreement, entitled “Limitations on Use of
Assigned Area,” subpart C. Glass containers are strictly prohibited under this

9.      Operation of Concession

        A.       Concessionaire shall furnish all services provided hereunder on a fair and
                 reasonable basis to all users of the RT and the general public.
                 Concessionaire shall maintain and operate the Concession in a first-class
                 manner and shall keep the premises in a safe, clean, orderly and inviting
                 condition at all times, satisfactory to RT. Concessionaire shall maintain
                 continuously the necessary licenses and permits, including but not limited
                 to all Federal, State, County and/or City Concessionaires and permits.
                 The service shall be prompt, clean, courteous and efficient.

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        B.       Concessionaire’s service shall be timely, attentive, and friendly.
                 Processing of payments from customers shall be prompt. Receipts shall
                 be properly itemized, shall reflect precisely the actual sale of goods and
                 date of sale, and shall present individual prices, total, and any applicable
                 taxes. All customers shall be thanked for patronage.

        C.       Concessionaire shall operate its business at the LRT Station under the
                 Trade Name set forth in the Agreement so long as, (1) the same shall not
                 be held to be in violation of any applicable law and (2) shall not change
                 the advertised name or character of the business operated in the
                 Assigned Area without the prior written approval of RT, which approval
                 may be withheld at RT’s absolute discretion;

        D.       Concessionaire shall not approach customers or otherwise solicit business
                 in the common areas or any other part of the LRT station other than the
                 Assigned Area, nor shall Concessionaire distribute any handbills or other
                 advertising matter in the common areas or any other part of the LRT
                 station other than in the Assigned Area. In the event that the
                 Concessionaire violates the foregoing, Concessionaire shall, at
                 Concessionaire’s sole cost and expense, be responsible to clear the area
                 of any such materials.

        E.       At RT’s request, Concessionaire shall meet with RT’s authorized
                 representative to review any complaints or concerns and shall promptly
                 correct any deficiencies. RT’s representative’s determination as to quality
                 of operation or services shall be conclusive and curative measures shall
                 be implemented by Concessionaire as expeditiously as possible.

        F.       Concessionaire shall at all times observe prudent cash-handling
                 procedures, and it shall immediately implement any new procedures, or
                 revise any existing procedures in such a manner, as RT may reasonably
                 require from time to time, provided that RT gives written notice thereof to

10.     Personnel

        Concessionaire shall ensure that its employees and operators meet the following

        A.       Concessionaire shall ensure that its employee or operator of the retail
                 concession at the Assigned Area be active, qualified, experienced, and
                 competent with the complete responsibility and authority to respond
                 quickly and decisively to RT in all matters affecting the operation of the

        B.       Concessionaire shall provide an adequate number of employees or
                 operators on each shift to ensure the highest standards of public service

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                 and satisfactory operation and maintenance of the concession at all times.
                 Concessionaire shall provide appropriate staffing levels to accommodate
                 changes in peak periods of passenger activity.

        C.       Concessionaire shall require its employees or operators in all
                 circumstances to observe a strict impartiality as to quantities and services,
                 to provide fast service, to exercise courtesy and consideration in dealing
                 with the public and to give directions cheerfully. Employees or operators
                 will acknowledge, greet and/or welcome all customers and provide
                 assistance to customers as needed or requested. Concessionaire’s
                 employees or operators shall be proficient in customer service sales and

        D.       Concessionaire’s employees or operators shall conduct themselves in
                 accordance with the rules and precepts taught in Concessionaire’s training
                 program or programs. Each employee or operator shall be trained in retail
                 service selling skills and shall be knowledgeable about the products and
                 services offered at the Assigned Area.

        E.       Concessionaire shall ensure that all employees or operators of the
                 concession wear their RT Badge and shall have posted all necessary
                 licenses, permits or other documents as may be required under federal,
                 state or local law. Concessionaire must display the RT issued permit in a
                 prominent location on its authorized cart or facility.

11.     Exorbitant Prices, Inadequate Quality, Etc.

        At any time during the term hereof, RT may, at its option, survey prices, rates
        and charges and the quality of services and commodities then in effect at
        comparable stores in the Sacramento Metropolitan Area. If said survey
        concludes that any prices being charged by Concessionaire at the Assigned
        Area, are not in compliance with RT’s Pricing Statement or that any service or
        commodities being offered by Concessionaire are of too low quality, RT shall
        then have the right to require compliance with the RT Pricing Policy or
        improvement in quality of Concessionaire’s products or service. Upon receipt of
        written notice from RT, Concessionaire shall thereafter charge the appropriate
        prices or improve quality as directed by the Director.

        Failure on the part of Concessionaire to promptly correct, rectify or modify its
        price, or quality schedule upon such written notice from RT shall be cause for
        termination of this License

12.     Negation of Partnership

        Nothing in this Agreement shall be construed to render RT in any way or for any
        purpose, a partner, joint venture, or associate in any relationship with
        Concessionaire other than that of Licensor and Concessionaire, nor shall this

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        Agreement be construed to authorize either RT or Concessionaire to act as
        agent for the other.

13.     Independent Contractor

        Concessionaire is not an employee or agent of RT by reason of this License, or
        otherwise. Concessionaire is an independent contractor, and as between RT
        and Concessionaire, Concessionaire shall be solely responsible for its acts and
        omissions arising from or relating to its operations at the Assigned Area and the
        LRT station.

14.     Accord and Satisfaction

        No payment by Concessionaire or receipt by RT of a lesser amount than the fees
        and/or charges due to be made by Concessionaire hereunder shall be deemed to
        be other than on account of the fees and/or charges due, and no endorsement or
        statement on any check or in any letter accompanying any check or payment as
        fees and/or charges shall be deemed an accord and satisfaction, and RT may
        accept such check or payment without prejudice to RT's right to recover the
        balance of such rent, fees and/or charges or to pursue any other remedy
        provided in this License.

15.     Security

        In addition, to the duties set forth in Section 10, Concessionaire also must:

        A.       At all times, Concessionaire, its employees, agents or operators, shall
                 comply with the duty set forth in Section 10 D., above, by ensuring that a
                 cell phone, provided and paid for by Concessionaire, is available on site at
                 all times Concessionaire has employees or operators at the LRT station.

        B.       Concessionaire must ensure and agree that all of its employees, agents or
                 operators agree to submit to a background check and fill out the
                 background check authorization.

        C.       Concessionaire acknowledges that if any of its employees, agents or
                 operators have been convicted or plead nolo contredre or no contest to a
                 criminal offense that RT may require that Concessionaire not permit that
                 employee to work at any facility placed within RT’s LRTs as permitted
                 pursuant to this License Agreement.

16.     Applicable Law

        This License shall be interpreted and enforced in accordance with the laws of the
        State of California, and shall be deemed to have been made, and shall be
        performed, in the State of California. Disputes arising from this License will be
        submitted to a court of competent jurisdiction in Sacramento, California.

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17.     Assignment Prohibited

        Concessionaire may not assign its interest in this temporary license without RT’s
        prior written approval.

18.     Successors in Interest

        All obligations and responsibilities assumed under this temporary license shall
        bind successors in interest of each party.

19.     Termination

        A.       Termination for Convenience.
                 RT in its sole discretion may terminate this License without cause by
                 providing Concessionaire with 30 days prior written notice.

        B.       Termination for Breach.
                 Should either party fail to substantially perform its obligations in
                 accordance with this Agreement, the other party will have the right to send
                 the breaching party a written notice specifying the basis of the breach and
                 an opportunity to cure. If the breaching party fails to cure within the period
                 specified, the other party may cancel the Agreement by written notice for
                 breach as of the date specified in the notice.

        As of the effective date of termination, Concessionaire will not longer be entitled
        to remain within its Assigned Area at the designated RT LRT Station. If it is
        subsequently determined that the breaching party did not fail to substantially
        perform its obligations in accordance with this Agreement, then the party that
        cancelled the Agreement for breach will be deemed to have terminated this
        Agreement for its convenience in whole.

20.     Nondiscrimination

        Concessionaire agrees to not violate local, state or federal laws or regulations
        prohibiting discrimination in employment practices or business operations.

21.     RT’s Right to Perform Concessionaire’s Obligations

        If Concessionaire fails to make any payment required of it hereunder, or defaults
        in the performance of any other promise, term, covenant, or condition required of
        it hereunder, RT may, at its sole option, without being under any obligation to do
        so and without thereby waiving such default, may make such payment and/or
        remedy such other default, for the account of and at the expense of
        Concessionaire.       RT may do so immediately and without notice to
        Concessionaire in the case of an emergency, or in any other case if
        Concessionaire fails to make such payment or remedy such default with all
        reasonable dispatch after RT has notified Concessionaire in writing of the same.

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        RT shall bill Concessionaire for such payments made by RT and for any and all
        expenses incurred by RT in connection therewith, together with interest on the
        total sum billed, at the rate of 10% per annum. Concessionaire shall pay RT the
        total amount billed not later than the date specified in such billing.

        RT shall not be limited in the proof of any damages which RT may claim against
        Concessionaire arising out of or relating to Concessionaire’s failure to perform its
        obligations hereunder. RT may restrain any breach or threatened breach by
        Concessionaire of any promise, term, condition or covenant required of
        Concessionaire hereunder, but the mention herein of any particular remedy shall
        not preclude RT from any other remedy it might have, either in law or in equity.

22.     Cumulative Remedies

        No remedy or election hereunder shall be deemed exclusive but shall, wherever
        possible, be cumulative with all other remedies at law or in equity.

23.     Force Majeure

        Neither RT nor Concessionaire shall be deemed to be in breach of this License if
        either is prevented from performing any of its obligations hereunder by reason of
        strike, boycott, labor dispute, embargo, shortage of energy or materials, act of
        God, act of a public enemy, act of a superior governmental authority, weather
        conditions, rebellion, riot, sabotage, or any other circumstance for which it is not
        responsible, or which is not within its control.

24.     Hazardous Materials

        A.       Concessionaire's Compliance with Environmental Laws
                 Concessionaire shall at all times in all respects comply with all
                 environmental laws, and any amendments thereto affecting
                 Concessionaire's operation on Assigned Area, including all federal, state
                 and local laws, ordinances and regulations relating to Hazardous Material.
                 As used herein, the term "Hazardous Material" means material that,
                 because of its quantity, concentration or physical or chemical
                 characteristics, is at any time now or hereafter deemed by any federal,
                 state or local government authority to pose a present or potential hazard
                 to public health, welfare or the environment. The term "Hazardous
                 Material" includes, without limitation, any material or substance defined as
                 a “hazardous substance, pollutant or contaminant” pursuant to the
                 Comprehensive Environmental Response, Compensation and Liability Act
                 of 1980, as amended, 42 U.S.C. Sections 9601 et seq., or pursuant to
                 Section 25316 of the California Health and Safety Code; any asbestos, or
                 asbestos containing materials whether or not such materials are part of
                 the Assigned Area or are naturally occurring substances in the Assigned
                 Area, and any petroleum, including, without limitation, crude oil, or any
                 fraction thereof, natural gas or natural gas liquids. The term “release” or

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                 “threatened release” when used with respect to Hazardous Material shall
                 include any actual or imminent spilling, leaking, pumping, pouring,
                 emitting, emptying, discharging, injecting, escaping, leaching, dumping, or
                 disposing in, on, under or about the Assigned Area or LRT station.

        B.       Indemnification by Concessionaire
                 Concessionaire shall not cause or permit any Hazardous Material to be
                 brought upon, kept or used in or about the Assigned Area by
                 Concessionaire, its agents, employees, contractors or invitees without the
                 prior written consent of RT (which RT shall not unreasonably withhold or
                 delay as long as Concessionaire demonstrates to RT's reasonable
                 satisfaction that such Hazardous Material is necessary or useful to
                 Concessionaire's business and will be used, kept and stored in a manner
                 that complies with all laws regulating any such Hazardous Material so
                 brought upon, used or kept in or about the Assigned Area).

                 If Concessionaire breaches the obligations stated in the preceding
                 sentence, or if the presence of Hazardous Material on the property caused
                 or permitted by Concessionaire results in contamination of the Assigned
                 Area or the LRT station, or if contamination of the Assigned Area or LRT
                 station by Hazardous Material otherwise occurs for which Concessionaire
                 is legally liable to RT for damage resulting therefrom, then Concessionaire
                 shall indemnify, defend and hold RT harmless from any claims,
                 judgments, damages, penalties, fines, costs, liabilities or losses (including
                 without limitation, diminution in value of the Assigned Area or LRT station
                 and sums paid in settlement of claims, reasonable attorneys' fees,
                 consultant fees and expert fees) which arise during or after the term of the
                 License as a result of such contamination. This indemnification of RT by
                 Concessionaire includes, without limitation, costs incurred in connection
                 with any investigation of site conditions or any clean-up, remedial, removal
                 or restoration work required by any federal, state or local governmental
                 agency or political subdivision because of Hazardous Material present in
                 the soil or ground water on or under the Assigned Area or LRT station.
                 Without limiting the foregoing, if the presence of any Hazardous Material
                 on the Assigned Area or LRT station caused or permitted by
                 Concessionaire results in any contamination of the Assigned Area or LRT
                 station, Concessionaire shall promptly take all actions at its sole expense
                 as are necessary to clean up the Assigned Area and LRT station to the
                 extent required by government agencies having jurisdiction.
                 Concessionaire shall not have any liability to RT for any environmental,
                 investigatory, monitoring, or cleanup costs except as ordered by a federal,
                 state, or local agency of competent jurisdiction. In the event such an order
                 is issued, RT shall immediately notify Concessionaire and provide it the
                 opportunity to negotiate with the acting government authority and enter the
                 property to conduct investigatory, monitoring, or cleanup work. In the
                 event Concessionaire is responsible for any remediation or cleanup work

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                 on the premises after termination of the lease term, Concessionaire shall
                 have the right to enter the property for performance of such obligation.

                 The indemnification required by this Subsection shall not apply to any
                 Hazardous Material existing on, under or about the Assigned Area prior to
                 the date of full execution of this License. However, the parties recognize
                 that there has been no environmental assessment establishing the
                 presence or absence of any Hazardous Material on, under or about the
                 Assigned Area of the date of full execution of this License. Even so, the
                 parties agree that, as of the date of full execution of this License, they are
                 not aware of the existence of any Hazardous Material on, under or about
                 the Assigned Area or LRT station.

25.     Nonwaiver of Rights

        No failure by RT to insist upon the strict performance of any covenant,
        agreement, term or condition of this License or to exercise any right or remedy
        consequent upon a breach thereof, and no acceptance of full or partial rents or
        fees during the continuance of such breach, shall constitute a waiver of any such
        breach or of any such covenant, agreement, term or condition. No covenant,
        agreement, term or condition of the License to be performed or complied with by
        Concessionaire, and no breach thereof, shall be waived, altered or modified
        except by a written instrument executed by RT. No waiver of any breach shall
        affect or alter this License, but each and every covenant, agreement, term and
        condition of this License shall continue in full force and effect with respect to any
        other then existing or subsequent breach thereof.

        No receipt of monies by RT from Concessionaire after the termination of this
        License, or after the giving of any notice of the termination of this License (unless
        such receipt cures the event of default which was the basis for the notice), shall
        reinstate, continue or extend the term or affect any notice theretofore given to
        Concessionaire, or operate as a waiver of the right of RT to enforce the payment
        of rents or fees payable by Concessionaire hereunder or thereafter falling due, or
        operate as a waiver of the right of RT to recover possession of the Assigned
        Area by proper remedy. It is expressly agreed that after the service of notice to
        terminate this License or the commencement of any suit or summary
        proceedings, or after a final order or judgment for the possession of the Assigned
        Area, RT may demand, receive and collect any monies due or thereafter falling
        due without in any manner affecting such notice, proceeding, order, suit or
        judgment, all such monies collected being deemed payments on account of the
        use and occupation of the Assigned Area or, at the election of RT, on account of
        Concessionaire’s liability hereunder.

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