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

and_supersedes_all- prior written_ or _oral_negotiations, commitments or writings. The CONTRACTOR’s RFP response is incorporated by reference as part of this Agreement. To the extent that there are any inconsistencies between the terms contained in this Agreement and the provisions of CONTRACTOR’s response to the RFP, then the terms of this Agreement shall control. All future modifications to this Agreement shall be in writing signed by both parties. ARTICLE XVII: ATTORNEYS FEES 17.1 If any legal action is brought by either party relating to this Agreement, the prevailing party will be entitled to reimbursement by the other party of its reasonable attorneys' fees and costs. 10 ARTICLE XVHI: GOVERNING LAW AND VENUE 18.1 This Agreement shall be interpreted in accordance with the laws of the State of Florida. Venue for any legal proceedings arising out of this Agreement shall be in Okaloosa County, Florida. ARTICLE XIX: LIMITATION OF DAMAGES; NON-RECOURSE: 19.1 In no event shall either party be liable to the other for consequential, incidental, indirect, punitive or special damages, including, without limitation, loss of profit, business, reputation or goodwill, even if such party has been advised, knew, or should have known of the likelihood or possibility of such damages occurring. Accordingly, neither party shall-be-entitled to seek, claim, or collect damages in excess of the actual and direct damages actually incurred or sustained by such party pursuant to this Agreement. In the enforcement of its rights and remedies under this Agreement, each of the parties hereto agrees that it shall not seek, enter or enforce any personal judgment against any stockholder, member, general or limited partner, director, officer, employee or principal, disclosed or undisclosed, of the other party or any of the other party’s affiliates (or any of their respective successors and assigns) and shall look only to the assets of the other party and its successors and assigns. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the day and year first hereinabove written. Approved as to form: OKALOOSA COUNTY, FLORIDA By: Gregory T. Stewart, County Attorney Charles K. Windes, Jr., Chairman Board of County Commissioners ATTEST: Date: Clerk of the Circuit Court 11 Witnesses: j Signature om Dana Vluanloce thy Print Name SignAtdre Print Name san zl S. Coole 12 ARAMARK SPORTS AND ENTERTAINMENT SERVICES, LLC Mark Adams, Vice President & CFO Date: S23 it} EXHIBIT A - SCOPE OF SERVICES AND COMPENSATION The scope of services under this Agreement shall include, but are not limited to, provisions of staff, product, menu variety, preparation, service and clean-up of food preparation and all areas used by CONTRACTOR in providing the food and beverage services. This service shall be provided with the majority of the preparation using the existing kitchen facility at the ECCC. The parties hereby acknowledge and agree that the foregoing cleaning obligations are limited to busing of tables, removal of linens, food and beverage waste and equipment from areas utilized during an event, function, meeting etc. wherein CONTRACTOR will be providing services, but shall not include vacuuming of carpets, removal of chairs and tables or removal of waste not generated by CONTRACTOR’s food and beverage services (e.g., trash from show exhibitors, such as pamphlets, hand-outs, advertisements, etc.). PERMITS, LICENSES AND CERTIFICATIONS The CONTRACTOR shall obtain, at its own expense, all licenses, permits and certifications necessary to provide the services described in this Agreement. COUNTY’S RESPONSIBILITIES The COUNTY will be responsible for the following: e Provide the kitchen space and food preparation, serving and clean up equipment. All such equipment will remain the property of the COUNTY and must not be loaned or removed from the ECCC. No modifications or alterations may be made to this equipment without the written approval of the COUNTY. In conjunction with the COUNTY, CONTRACTOR shall maintain all equipment and small wares in a good repair, including maintenance or repair necessitated by ordinary use. e Provide CONTRACTOR with office, administrative and warehouse spaces sufficient for CONTRACTOR to provide the food and beverage services as required by this Agreement. e Actas a conduit with the client base, providing food and beverage information, contracts, contact information and operational scheduling, along with arranging client and contractor meetings as necessary. e Payment of electricity, gas and water. e COUNTY shall be responsible for the setup and tear-down of all tables and chairs except those used for break service and those specifically required by CONTRACTOR for serving and staging. 13 The COUNTY shall engage exterminators to control vermin and pests as is necessary or required by law. Such extermination shall be supplied in all areas where food is prepared, dispensed or stored. CONTRACTOR shall make available to the COUNTY all areas under their direct control to enable the exterminator to carry out the said service. CONTRACTOR shall supply a manager to supervise the exterminator when in the areas where food is prepared, dispensed or stores. SELECTION OF VENDORS/SUPPLIERS: The COUNTY reserves the sole right to grant advertising and sponsorship exclusivity from time to time for food and beverage supplies consumed in ECCC. CONTRACTOR shall not execute any supplier contracts for supplies at ECCC. Pursuant to the said exclusivity granting rights, the COUNTY reserves the final right to specify any or all of CONTRACTOR’S product sources of supply; provided however, CONTRACTOR shall, in its sole discretion, select the vendors of the supply sources and shall not be obligated to use sources of supply whose level of quality, services and/or prices are not competitive with the marketplace, which marketplace includes both local and national suppliers/vendors from whom CONTRACTOR obtains supplies and products. It is the intent of the COUNTY to be able to receive the full benefit of the exclusive outlet rights for food and beverage products; provided, competitive levels of quality, services and/or prices are maintained. CONTRACTOR’S RESPONSIBILITIES CONTRACTOR shall be responsible for all aspects of the food service operation, including, but not limited to, the following: CONTRACTOR shall assign a qualified representative to answer questions relating to the food service operation from prospective users of ECCC. Receiving all food, merchandise, supplies, and food equipment at ECCC food receiving area, and then moving these items to kitchen and storage in ECCC. Moving supplies and equipment from storerooms in ECCC to areas where such supplies and equipment are required for food and beverage preparation and service functions. The loading dock will be shared by CONTRACTOR, the COUNTY and any other entity with prior approval of the COUNTY. Deliveries must be scheduled so that the activity will not be in conflict with any move-in or move-out of any event. Certain light hand deliveries may be made at the back of ECCC, using the employee entrance. Unless otherwise directed by the COUNTY, the covering and draping of tables, placing of decorations (i.e., flags, balloons, drapes, flowers, table stands with numbers, etc.) on tables, cleaning and removing of all service ware and table cloths and draping at the completion of the function in areas where food service functions are held. 14 e Delivering and dispensing all food, beverage, supplies, and other articles for portable concession stands and portable bars and portable carts. e Scheduling semi-annual inspections by the Board of Health as required. Copies of the inspections shall be forwarded to the COUNTY for review. e To operate within the framework of ECCC event schedule. COUNTY agrees, when possible, to build reasonable time periods into the event schedule for set-up and removal of CONTRACTOR’S equipment. However, if necessary, CONTRACTOR shall provide adequate staff to perform required set-up and removal to accommodate ECCC schedule. e Development and execution of an acceptable Sales & Marketing Program for the catering and concessions services at ECCC. All advertising and promotional materials require prior approval of the COUNTY before it is printed, published, or broadcast. e Compliance with all OSHA and ADA requirements. e The CONTRACTOR shall not use or operate any COUNTY vehicles in the performance of its services provided herein. STAFFING Contractor shall, in its commercially reasonable discretion, determine appropriate staffing levels based on scheduled and anticipated business. To the extent that the level of business warrants the following staffing levels, CONTRACTOR shall provide: e Three (3) full-time salary staff: General Manager (aka Food & Beverage Manager), Executive Chef and Office Manager. e Three (3) full-time hourly staff: Sales Manager, Banquet Manager and Sous Chef. e Event-based staff: Servers, Bartenders, Cooks and Utility Staff. The number of event- based staff will vary depending upon the nature and size of the function. CONTRACTOR shall perform pre-employment background checks, which shall include but not be limited to, one or more criminal history checks, a sexual offender registry check, and pre- employment drug screenings. Pre-employment background checks may also apply to current employees of the CONTRACTOR who are promoted or transferred into a new position. If at any time the COUNTY reasonably determines that the Food & Beverage Manager is unsatisfactory, CONTRACTOR shall within thirty (30) days replace him/her with one who is reasonably satisfactory to the COUNTY. The COUNTY shall not be liable to CONTRACTOR if any Food & Beverage Manager’s contract with CONTRACTOR is breached, modified and/or terminated. 15 CONTRACTOR is required to have its next senior level of management to the Food & Beverage Manager visit ECCC a minimum of once every other month (6 times a year). TRAINING AND SUPERVISION: CONTRACTOR shall train and closely supervise all its employees so that they are aware of and habitually practice the high standards of cleanliness, courtesy and service required. The CONTRACTOR shall have a fully comprehensive food, beverage and kitchen operation safety plan, with validated employee training procedures. SERVING OF ALCOHOL BEVERAGES: CONTRACTOR shall manage and maintain all liquor operations and licenses at the ECCC. The COUNTY shall have the sole right to determine at which events alcoholic beverages may be sold. CONTRACTOR shall at all times exercise total independent, prudent, reasonable judgment in the serving of alcoholic beverages. CONTRACTOR shall use only qualified and supervised personnel with training and experience in the sale of alcoholic beverages. The decision to refuse service of alcoholic beverages to any individual shall be the sole responsibility of CONTRACTOR. CONTRACTOR shall be required to have all staff including management, involved in the service of alcoholic beverages, to complete an Alcohol Awareness Training Program that has been approved by the State of Florida. ATTIRE: All employees of CONTRACTOR shall be neatly attired in uniforms that clearly and properly identify CONTRACTOR. The design of such uniforms shall be subject to prior approval of the COUNTY. All employees of CONTRACTOR are required to wear a name identification tag at all times while at ECCC. CONTRACTOR’S management personnel shall be neatly attired in normal business attire at all times. ACCESS TO ECCC: All employees of CONTRACTOR shall enter and leave ECCC via the entrance(s) so designated by the General Manager. Only those employees actually working shall be permitted in ECCC without charge. At no time shall CONTRACTOR permit the free entrance of any person not an employee for such event or events, and no surplus of employees will be permitted