Okaloosa County BOCC — June 3, 2014 — aramark contrac FINAL MAY2014t-052314 — reading text

1101 Market Street Philadelphia, PA 19107 aramark zr Te. 215.238.3000 May 22, 2014 Via FedEx Overnight Bill Leaman General Manager Emerald Coast Convention Center 1250 Miracle Strip Parkway, NE Fort Walton Beach, FL 32548 United States of America Re: Emerald Coast Convention Center — Food and Beverage Agreement Dear Mr. Leaman: Enclosed are three (3) originals of the food and beverage agreement executed by Aramark. Please arrange for the agreements to be executed by Okaloosa County, and kindly return one (1) original to me. A Sincerghy, ; Dave Klumbach ce: Gregory Stewart (via e-mail; w/o encl.) AGREEMENT BETWEEN ARAMARK SPORTS AND ENTERTAINMENTSERVICES, LLC, AND OKALOOSA COUNTY, FLORIDA FORFOOD AND BEVERAGE/CATERING SERVICES ATTHE EMERALD COAST CONVENTION CENTER This Agreement made and entered into this _ day of June, 2014, by and between Okaloosa County, Florida, a political subdivision of the State of Florida (the “County”) and ARAMARK Sports and Entertainment Services, LLC (the “Contractor”) for the provision of food and beverage/catering services at the Emerald Coast Convention Center (the “ECCC”) as more particularly set forth herein. WITNESSETH: WHEREAS, the COUNTY has determined that the provision of food and beverage/catering service at the ECCC has aided in increasing tourism and improving the overall economy of Okaloosa County; and WHEREAS, the COUNTY has concluded that the services of a professional food and beverage/catering company are needed to continue to support the established successful program; and WHEREAS, the Board of County Commissioners, through a selection process conducted in accordance with the requirements of law and County policy, has selected CONTRACTOR as the professional agency for the aforementioned purpose; and WHEREAS, the CONTRACTOR has professional staff available to perform these functions and provide the services required under this Agreement; and WHEREAS, the COUNTY seeks to engage the CONTRACTOR for the purposes of providing these services. NOW THEREFORE, in consideration of the above and the mutual covenants contained herein, the parties agree as follows: ARTICLE I: RECITALS 1.1. The above recitals are incorporated as essential terms of this Agreement. ARTICLE II: SCOPE OF SERVICES 2.1 The CONTRACTOR shall be the exclusive provider of food and beverage/catering services at the ECCC in accordance with the terms and conditions of the Scope of Services set forth in EXHIBIT A attached hereto and incorporated by reference. 2.2 The CONTRACTOR shall provide a mutually agreeable qualified representative(s) for services set forth in this Agreement. The qualified representative(s) shall be available to the COUNTY at all times as necessary for the proper performance of this Agreement by the 1 CONTRACTOR. ARTICLE III: COMPENSATION AND INVOICES 3.1 Compensation under this Agreement shall be as set forth in EXHIBIT A attached hereto and incorporated by reference. 3.2 TASK ORDER AND PURCHASE ORDER PROCESS. All additional services, outside the Scope of Services specifically set forth in EXHIBIT A, performed under this Agreement shall be pursuant to the written task order procedures of the County’s Purchasing Manual and TDD Operations & Procedures Manual. Each Task Order shall contain a detailed scope of services,-an_estimated_not-to-exceed_cost-and_an-_authorization-to_proceed—with-executing-the activities set forth in the Task Order. Once a fully authorized Task Order has been issued to the CONTRACTOR, they may proceed with the provision of such services and, upon submittal of proper documentation, will be entitled to payment or reimbursement as set forth in the Task Order. A. A task order for services up to $25,000 requires approval by the Director of Tourist Development Department and Purchasing Director. B. A task order for services above $25,000 and up to $50,000 requires approval by the Director of Tourist Development Department, Purchasing Director, County Administrator and the TDD Attorney. G, A task order for services over $50,000 requires approval by the Board of County Commissioners and the TDD Attorney. All purchases of goods under this Agreement shall be pursuant to the purchase order procedures of the County’s Purchasing Manual. 3.3. It is mutually agreed and understood that payments to the CONTRACTOR for approved expenditures shall be made only upon submission to the COUNTY of itemized copies or original invoices. All statements or invoices for fees for services rendered submitted by the CONTRACTOR to the COUNTY shall be submitted in detail sufficient for proper pre-audit and post-audit thereof to insure that the work performed, expense incurred, or service rendered actually took place, was properly authorized and that the correct amount has been charged. Invoices submitted by the CONTRACTOR for services performed under this Agreement shall be itemized such that the description of services performed is consistent with the description included in the scope of services attached hereto as EXHIBIT A. 3.4 No invoice will be processed without the executed task order, purchase order or contract/lease payment approval form approved by the respective County official(s). No invoice will be approved unless a copy of the actual invoice from the vendor accompanies the invoice reflecting the acquisition of goods/services. 3.5 No advancement of funds will be issued unless specifically approved by the Board of County Commissioners. 3.6 | COUNTY shall pay to CONTRACTOR all charges for services rendered to COUNTY or on COUNTY’s behalf within thirty (30) days of COUNTY’s receipt of CONTRACTOR’s invoice for same. In the event a portion of an invoice submitted to the COUNTY for payment to the CONTRACTOR, as specified above, is disputed, payment for the disputed amount may be withheld pending resolution of the dispute, and the remainder of the invoice(s) will be processed for payment without regard to that portion which is in dispute. In the event non-disputed amounts are not paid within sixty (60) days of COUNTY’s receipt of CONTRACTOR’s invoice, CONTRACTOR may deduct such non-disputed amounts from payments otherwise payable to COUNTY. = : ARTICLE IV: INDEPENDENT CONTRACTOR 4.1 It is mutually agreed that the CONTRACTOR is and shall remain an independent contractor and is not an employee or agent of the COUNTY. 4.2 COUNTY NON-LIABILITY. The CONTRACTOR agrees to exercise its best judgment in providing the services set forth in this Agreement. However, nothing contained herein shall be deemed to obligate the COUNTY to indemnify the CONTRACTOR against any loss or damage which the CONTRACTOR may incur as a result of any claim, suit or proceeding made or brought against the CONTRACTOR based upon any advertising or publicity prepared by the CONTRACTOR for the COUNTY. ARTICLE V: PURCHASES AND PAYMENTS 5.1 All purchases made by the CONTRACTOR on behalf of the COUNTY shall be made in accordance with the COUNTY’s Purchasing Manual. A copy of the Purchasing Manual has been provided to the CONTRACTOR and its terms are incorporated herein by reference as an essential part of this Agreement. 5.2 All purchases made by the CONTRACTOR on behalf of the COUNTY will be charged at cost with no markup. 5.3. BID PROCESS. The CONTRACTOR shall receive and maintain copies of the three (3) bids, required by the COUNTY, for each item with a cost in excess of $2,500 which is purchased on behalf of the COUNTY. In those instances where competitive pricing cannot be obtained, a sole source purchase data sheet must be completed and attached to the requisition. Such requests must meet both of the following criteria: a. It is the only item that will produce the desired results (or fulfill the specific need). b. The item is available from only one source of supply or less than three (3) bids were received by CONTRACTOR. The CONTRACTOR has established business relationships with vendors, suppliers, etc. (“Providers”), that have been selected based on competitive process. These relationships have allowed the CONTRACTOR to obtain volume discounts for its operations nationally. The CONTRACTOR may purchase goods from such Providers on behalf of the COUNTY without obtaining three (3) bids, as required above, so long as the CONTRACTOR certifies that it has previously competitively bid the procurement of such goods. The prior competitive process for the selection of these Providers shall be deemed to satisfy the competitive bid process of the County’s Purchasing Manual. ARTICLE VI: TERM OF AGREEMENT 6.1 The-term_of_this-Agreement_shall-be-for-one-(1)-year-effective-upon-full-execution—The——— parties may mutually agree to a total of three (3) one-year extensions beyond this initial term. Such extension of this Agreement shall be in writing executed and approved by both the COUNTY and the CONTRACTOR. 6.2 Termination Without Cause. Either party may terminate this Agreement without cause by giving ninety (90) days’ written notice to the other party of its intent to terminate. 6.3 Termination With Cause. This Agreement may be terminated by either party if there is a material breach of this Agreement by the other party which is not cured within twenty (20) days after the receipt of written notice of the breach. Upon the giving of written notice and the failure to cure, this Agreement shall be terminated automatically at the end of the cure period. 6.4 The rights, duties and responsibilities of the CONTRACTOR shall continue in full force during the period of notice of termination set forth herein, regardless if for cause or without cause. 6.5 In the event this Agreement is terminated without cause by either party or with cause by CONTRACTOR prior to the full amortization of the Investment Funds, the COUNTY will reimburse CONTRACTOR an amount equal to the then unamortized balance of the Investment Funds (the “Termination Payment”). The Termination Payment shall be paid to CONTRACTOR not later than the effective date of the termination. COUNTY’s payment of the Termination Payment shall be a precondition to the effective termination of this Agreement by the COUNTY. In the event this Agreement is terminated with cause by COUNTY, CONTRACTOR shall forfeit the Termination Payment. Any uncancellable contract made with the COUNTY 's authorization and still existing at termination shall be assigned to, and assumed by, the COUNTY (or its designee). Costs due and payable will be based on all invoices received; all signed agreements at close of date stated on letter of notification and all contracts that CONTRACTOR has entered into with suppliers on behalf of the COUNTY. This amount will then be reconciled with all progress payments made prior to cancellation. However, CONTRACTOR shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from the termination. ARTICLE VII: FINDINGS PROPRIETARY. 71 Any reports, information, data, etc., given to, prepared or assembled for or by either party under this Agreement shall not be made available to any individual or organization without the prior written approval of the other party. Nothing contained in this Agreement shall be construed to prohibit the release of information pursuant to the requirements of law relating to public records. ARTICLE VIII: CONTRACTOR REQUIREMENTS AND CERTIFICATIONS 8.1 The CONTRACTOR certifies that it will not attempt in any manner to improperly influence any specifications, to be restrictive in any respect, nor attempt in any way to improperly influence any purchasing of services or commodities by the COUNTY. 8.2 The CONTRACTOR hereby certifies that it is legally entitled to enter into this Agreement with the COUNTY and that it will not be violating, either directly or indirectly, any conflict of interest statute or any other applicable laws by the performance of this Agreement. 8.3. The CONTRACTOR certifies that it has