LICENSING AGREEMENT

I. GENERAL

A. Purpose . This Agreement provides a license to the Licensee to operate a cafeteria on the premises of the Licensor. For the purposes of this agreement, the U.S. Consulate General Yekaterinburg is the Licensor and __________________ is the Licensee. The term “parties” means the Licensor and Licensee. No United States Government funds are obligated under this agreement.

II. PERIOD OF AGREEMENT

A. Initial Period of Agreement . This Agreement is effective from the date of signature by the Licensing Officer and shall end one (1) year later.

B. Subsequent Periods . This Agreement may be extended at the mutual agreement of the parties. Any extension will be formalized by an amendment to the Licensing Agreement, signed by both parties.

III. SPECIFICS OF CAFETERIA OPERATIONS

Cafeteria operations, including details of each party's responsibilities, are set forth in Exhibit A to this Agreement.

IV. LICENSOR PERSONNEL

A. Licensing Officer . The Licensing Officer has the overall responsibility for the administration of this Agreement. Only the Licensing Officer is authorized to take actions on behalf of the Licensor to amend, modify or deviate from the Agreement terms and conditions. The Licensing Officer may delegate certain responsibilities to authorized representatives.

B. Inspectors . Embassy Moscow 's Regional Medical Officer (RMO) will provide health inspection of the facilities. The General Services Office (GSO) Assistant will supervise the maintenance responsibilities of the Licensor in the cafeteria area. The NEPA Clerk will provide inventory control of Licensor-furnished property.

V. INSPECTION

A. Rights of the Licensor .

(1) The Licensor has the right to inspect the cafeteria premises as well as the actual services provided. This inspection may be made at any time, without prior notice. These inspections may include, but are not limited to, a comprehensive review of the following:

1. Service quality, attentiveness, courtesy, and similar factors

2. Food quality, presentation

3. Sanitary practices and conditions

(2) The Regional Medical Officer (RMO) shall perform annual inspections to assure compliance with Agreement requirements and industry standards.

VI. TERMINATION

This Licensing Agreement may be terminated by written notice, issued by the Licensing Officer, when it is in the best interests of the Licensor. This termination may be made for (1) cause, such as failure of the Licensee to comply with the terms and conditions of this Agreement, or (2) convenience of the Licensor. Licensor is not required to give advance notice of termination. Upon termination, Licensee shall remove all of its property from the premises. Licensor shall not be responsible for any loss or damage incurred by the Licensee as the result of termination, including but not limited to losses due to spoilage of inventory, employee claims, personal property losses, and lost profits.

VII. TERMS OF AGREEMENT

A. Rent, Utilities and Licensor-Furnished Property . The Licensee shall not be liable for payment of any rent or for reimbursement to the Licensor for utilities or use of Licensor-furnished property as a result of services provided under this Agreement. See Section VIII below for potential liability on the part of the Licensee due to damage to property.

VIII. SPECIAL LICENSING AGREEMENT PROVISIONS

A. Security Access to Property . The Licensor reserves the right to deny access to Consulate-owned and operated facilities to any individual. The Licensee will provide names and biographic data for any personnel who might be used on this Agreement at least ten (10) days before they begin work.

B. Standards of Conduct . The Licensee shall be responsible for maintaining satisfactory standards of employee attitude, competency, conduct, cleanliness, appearance and integrity.

C. Personal Injury, Property Loss or Damage Insurance .

(1) The Licensee, at its own expense, shall maintain insurance for employee medical and employment expenses, as required by law.

D. Indemnification . The Licensor shall not be responsible for personal injuries or for damages to any property of the Licensee, its officers, agents, and employees, or any other person, arising from any incident of the Licensee's performance of this Agreement. The Licensee expressly agrees to indemnify and to save the Licensor, its officers, agents, servants, and employees harmless from and against any claim, loss, damages, injury, and liability, however caused, resulting from or arising out of the Licensee's fault or negligence in connection with the performance of work under this Agreement. Further, any negligence or alleged negligence of the Licensor, its officers, agents, servants, or employees, shall not bar a claim for indemnification unless the act or omission of the Licensor, its officers, agents, servants, or employees is the sole competent and producing cause of such claim, loss, damages, injury, or liability.

E. Protection of U.S. Consulate General Buildings , Equipment, and Grounds . The Licensee shall use reasonable care to avoid damage to Consulate buildings, equipment and grounds. If the Licensee's failure to take adequate care results in damage to any of this property, the Licensee shall repair the damage at no expense to the Licensor, as directed by the Licensing Officer.

F. Licensor-Furnished Property .

(1) The Licensor shall provide the property described in Exhibit B to this Agreement. The Licensee shall acknowledge in writing to the Licensing Officer receipt of the Licensor-owned equipment listed in Exhibit B.

(2) Title to all Licensor-Furnished property shall remain with the Licensor. The Licensee shall use the property only in connection with this Agreement.

(3) The Licensor shall maintain the official property control records of all Licensor-Furnished property.

(4) Upon taking delivery of the Licensor-Furnished property, the Licensee assumes the risk and responsibility for its loss or damage, except--

(a) For reasonable wear and tear; or

(b) As otherwise provided in this Agreement.

G. Precedence of English Language Translation . In the event of any inconsistency between the English language translation of this Agreement and any other language translation, the English language translation shall take precedence.

IX. DISPUTES

If the Licensing Officer and Licensee fail to reach agreement over any disputed issue resulting from this Licensing Agreement, the sole remedy to both parties shall be referral of the disputed issue to the Consul General, whose ruling shall be considered final for both parties.

The parties have affixed their signatures this _____ day of __________, 2008.

Licensor: U.S. Consulate General, Licensee:

Yekaterinburg , Russia

By ________________________ ___________________________

Elizabeth K. Thompson, Mgt Officer

LIST OF EXHIBITS  

EXHIBIT A: Performance Required under the Licensing

Agreement

EXHIBIT B: Licensor-Furnished Property

EXHIBIT C: Holiday Schedule

EXHIBIT A

PERFORMANCE REQUIRED UNDER THE LICENSING AGREEMENT

I. SCOPE OF WORK .

The Licensee shall establish and operate the cafeteria, described in Section II below, to dispense food and nonalcoholic beverages as authorized by the Licensing Officer under this Agreement. This cafeteria is to be operated for the benefit of approximately 35 employees of the U.S. Consulate General Yekaterinburg .

The Licensor shall not be held responsible for any variation in the employee population figure. The extent of occupancy is not guaranteed.

II. DESCRIPTION OF FACILITIES

A. Dining Facility . The dining facility is located on the 2 nd floor of the Consulate Office Building , located at 15 ul. Gogolya, and consists of a dining room and a kitchen.

B. Seating . Seating for 12 people is available in the dining room.

III. HOURS OF SERVICE

A. Schedule . Service is required Monday through Friday, for breakfast, lunch, and an afternoon snack. The Cafeteria will be closed on official Consulate holidays. The Holiday Schedule is shown in Exhibit C.

B. Schedule Modifications . If the Licensee is unable to provide service due to illness or a planned absence, the Licensee should notify the Licensor as soon as the need for an absence becomes known.

IV. RESPONSIBILITIES OF THE LICENSEE

A. General . The Licensee shall provide prompt, efficient, and courteous service. The Licensee shall observe all applicable building, health, sanitary, and other regulations and laws. The Licensee shall exercise reasonable care in the use of space and Licensor-owned equipment. When the Agreement ends, the Licensee will yield such space and equipment in as good condition as when received, except for:

-ordinary wear and tear; and

-damage or destruction beyond the Licensee's control and not due to the Licensee's fault or negligence.

B. Service . The Licensee shall operate and manage the cafeteria in the Licensee's name at the Consulate. The Licensee shall remove any soiled dishes, provide clean dishes, and assure that tables and chairs are cleaned before each patron is seated. Dining facilities should leave a favorable impression of the Consulate to guests and employees. Space, facilities, and equipment provided by the Consulate must be consistently maintained in optimum condition and appearance.

C. Menus . The Licensee shall provide a variety of quality-prepared foods and beverages at reasonable prices. The variety and appearance of food in the cafeteria on each operating day shall be consistent with approved food service standards. The Licensee shall post daily menus near the service counter and be responsive to customer suggestions for future menu changes.

D. Sanitation and Quality .

(1) The Licensee shall serve tasty, appetizing, and quality food, under clean and sanitary conditions.

(2) All foods served shall be wholesome and free from spoilage, free from adulteration and misbranding, and safe for human consumption. Uncooked items, such as fresh fruits, shall be clean and free from blemish. All foods shall when served, be attractive in appearance and correct in temperature and consistency. They shall be crisp, moist, dry, tender, etc., as may be appropriate in each case.

(3) All employees assigned by the Licensee to perform work under this cafeteria Agreement shall be physically able to do their assigned work and shall be free from communicable diseases.

(4) Health Exams : The Licensee at her own expense shall have each employee receive the following health exams prior to employment and yearly thereafter. The result of these exams will be given to the Moscow Embassy's Regional Medical Officer (RMO) for review. No employee may continue working in the Cafeteria without the RMO's approval.

(a) Chest x-ray

(b) Exam of:

Mouth,

Lungs,

Skin.

(c) Blood Test

(d) Urine Test

(e) Stool Test

F. Personnel and Supervision .

(1) The Licensee hereby acknowledges and shall require that each employee assigned to work under this Agreement sign, or otherwise acknowledge, a statement that he or she is neither employed by the Licensor/Consulate nor entitled to any rights or benefits of the Licensor/Consulate.

(2) Licensee employees must be approved by Consulate security before working under this Agreement. The Licensee shall furnish personal history forms for all employees the Licensee proposes to work under this Agreement. These forms are available from the Consulate's Post Security Officer or Security Investigator.

(3) The Licensee and its employees shall comply with instructions pertaining to conduct and building regulations in effect for the control of persons in the building.

G. Trash Removal . The Licensee shall remove trash from the Cafeteria anytime that waste canisters are full or not less than once per day; whichever is greater.

H. Rodent and Pest Control . The Licensee shall maintain a clean work area free of any clutter, dirt or any material that would attract rodents and vermin.

I. Licensee Performed Repairs . The Licensor will perform the preventive maintenance and repair of the equipment listed in Exhibit B. The Licensee shall contact the GSO Assistant for all requested repairs.

J. Cleaning and Janitorial Services .

(1) The Licensor shall provide all cleaning supplies and equipment. Supplies are requested through the GSO Assistant on the expendable property request form.

(2) The Licensee shall maintain the cafeteria in a clean, orderly, and sanitary condition at all times.

(3) The licensee shall perform cleaning and janitorial services on a regular schedule and shall meet the highest standards of sanitation common to the food service industry. The Licensee shall use the following cleaning schedule. The Licensing Officer may require increases in this schedule if conditions require more frequent cleaning.

(a) Dining Hall

(1) Daily and After Each Meal

Tables and Chairs: Clean and sanitize after each meal.

Floors: Clean and sanitize daily.

Garbage: Remove daily.

Food Serving area: clean and sanitize after each meal.

Tablecloths: Clean and sanitize after each meal.

(b) Kitchens

(1) Daily and After each Meal :

Food service preparation area: clean and sanitize

after each meal.

Ranges: Clean after each meal.

Small appliances: clean and sanitize after each use.

Pots and Pans: clean and sanitize after each use.

Utensils: Clean and sanitize after each use.

Dishes: Clean and sanitize after each use.

(2) Weekly :

Refrigerator and freezer: clean and sanitize weekly.

(4). Failure to keep any of the facilities in a clean condition may result in the withdrawal of the privilege of using such facilities

K. Security areas . The Licensee shall be responsible for determining that all equipment has been turned off, windows are closed, lights and fans turned off, and doors locked when the cafeteria is closed.

L. Liability . The Licensor will not be responsible in any way for damage or loss/occasioned by fire, theft, accident, or otherwise to the Licensee's stored supplies, materials or equipment, or the employees' personal belongings. The Licensee shall report any personal injury or physical damage to the building or equipment resulting from fire or other causes to the GSO Assistant immediately.

M. Billing Procedures : Customers will pay in rubles . A running tab will be maintained for those customers who wish to pay their bills on a monthly basis. The Consulate will make no payments to the Licensee.

N. Inventories :

(1) The Licensee will be asked to sign for the inventory of the Licensor- provided equipment and supplies located behind the counter in the kitchen, as listed in Exhibit B, of this Agreement. The Licensee shall exercise reasonable care in the use of facilities, equipment, and supplies and return the same in good condition when the Agreement ends. The Licensee shall not be liable for normal wear and tear or damage beyond its control.

V. . RESPONSIBILITIES OF THE LICENSOR .

A. Agreement to Operate the Facility . The Licensor agrees to grant to the Licensee for one year the right to establish, manage, and operate a cafeteria in the U.S. Consulate General to prepare and sell food and nonalcoholic beverages as authorized by the Licensor.

B. The Licensor will provide space for operations under the Agreement, as indicated. The Licensor will provide space heating, space lighting, ventilation, and the utilities. In addition, the licensor will:

(1) Make such improvements and alterations as it may deem necessary, including improvements and alterations necessary to conform to applicable sanitary requirements.

(2) Maintain and repair building structures in areas assigned for the Licensee's use, including:

•  painting and redecoration;

•  maintenance of water, steam, sewer, and electrical lines;

•  ventilation, electrical lighting fixtures (including lightbulb replacement);

•  floors and floor coverings; and

•  walls and ceilings.

The Licensee shall bear the expenses of repairs necessary because of negligence on the part of the Licensee or its employees.

(3) At its own expense, provide, install, and permit the Licensee to use the equipment listed. The Licensor will replace equipment that it has provided, as it deems necessary. Subject to adequate operation and handling of equipment by the Licensee, the Licensor will replace component parts of, and make repairs to such equipment.

C. Licensor-owned Equipment . Licensor-furnished equipment is listed in Exhibit B. The Licensor will provide all major equipment items, flatware, china and glassware, along with all consumable cleaning supplies.

VI. RIGHTS AND AUTHORITY OF THE LICENSOR

A. Oversight . The Licensing Officer shall oversee the quality of the services provided by the Licensee. The Licensing Officer may advise the Licensee from time to time of any source of dissatisfaction and request correction.

B. Public Space . The Licensor reserves the right to use dining areas and other public spaces at other than serving periods, for meetings of Licensor employees or other assemblies.

VII. . RESTRICTIONS

A. Equipment . Unless otherwise permitted by the Licensing Officer, the Licensee shall not install equipment or remove any Licensor-owned equipment from the premises.

B. Patronage . The facilities and services provided in this Agreement are for the benefit and convenience of Consulate employees. The Licensor may regulate patronage from other sources.

C. Federal Holidays . No work shall be performed on Consulate holidays. Exhibit C provides a listing of scheduled Consulate American and local holidays.

D. Facilities . The physical facilities within the Consualte shall not be used in connection with operations not included in the Agreement. The Licensee may, however, utilize centralized food preparation and storage sources located elsewhere and bring goods to the Consulate daily.

VIII. DEFINITIONS

The following definitions pertain to this Agreement.

A. U.S. Consulate General Yekaterinburg: U.S. Consulate General Yekaterinburg is interchangeable with “Licensor” and “The Consulate."

B. Licensing Officer: “Licensing Officer” means a person with the authority to enter into, administer, and/or terminate Agreements and make related determination and findings.

C. Licensee: “Licensee” means the individual or company that has entered into an Agreement with the Consulate.

D. PSO: Post Security Office of the U.S. Consulate General Yekaterinburg.

E. GSO: General Services Office of the U.S. Consulate General Yekaterinburg.

F. RMO: Regional Medical Officer at Embassy Moscow .

EXHIBIT B

LICENSOR-FURNISHED EQUIPMENT/MATERIALS

Exhibit C

HOLIDAY SCHEDULE

Holidays

The Cafeteria will be closed on the following official holidays observed by the U.S. Consulate General Yekaterinburg in 2008. Each year the Licensor will provide a similar listing of holidays.

Date Day American Holiday Local Holiday

January 01 Tuesday New Year's Day

January 02-05 Wed-Sat New Year Days

January 07 Monday Orthodox Christmas

January 21 Monday Martin Luther King Day

February 18 Monday Presidents' Day

February 25 Monday Defender's Day

March 10 Monday International Women's Day

May 01 Thursday Labor Day

May 09 Friday Victory Day

May 2 6 Monday Memorial Day

June 12 Thursday Independence Day

July 04 Friday Independence Day

September 01 Monday Labor Day

October 13 Monday Columbus Day

November 04 Tuesday Day of Consent & Reconciliation

November 11 Tuesday Veterans' Day

November 27 Thursday Thanksgiving Day

December 25 Thursday Christmas Day