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

merchandise. All merchandise kept for sale shall be subject to inspection and approval or rejection by the COUNTY. Any article rejected by the COUNTY in good faith as not being first quality, wholesome and pure shall be removed from the premises and shall not be offered for resale. CONTRACTOR shall comply with industry standards of beer, wine, and other alcoholic beverages regarding quality, quantity, storage and handling. RECORDS, ACCOUNTING & AUDITING All CONTRACTOR’S operations must conform to all applicable local, state and federal rules, regulations and laws. CONTRACTOR shall, have existing, develop or purchase a software system that address at a minimum a Supplier Database, Inventory Data Base, Recipe Data Base, Customer Data Base, Purchasing & Receiving, Accounting, Catering Management, and Concession Management. The COUNTY upon request and reasonable notice shall have access to data contained in such software system. CONTRACTOR shall maintain an original set of books and records of sales, receipts and inventory regarding operations at ECCC, all in accordance with generally accepted accounting procedures. Said records and procedures shall be sufficient to clearly reflect all direct and indirect cost of any nature incurred in the performance of this Agreement including original invoices of all materials brought on the premise. CONTRACTOR shall also maintain payroll summaries, copies of payroll, tax returns, deposit receipts and bank statements. COMPENSATION 20 INVESTMENT: CONTRACTOR shall contribute an annual investment of $25,000 to the County (i) during the initial term of this Agreement, and (ii) for each year that the term of this Agreement is extended, not to exceed three (3) additional years (i.e., the maximum investment hereunder shall be $100,000 if the term of this Agreement is extended for all three (3) one year extensions) (collectively, the “Investment Funds”). Each $25,000 investment will be amortized on a monthly straight-line basis from the date of this Agreement for the first $25,000 installment and from the first day of the corresponding renewal period for each additional $25,000 installment through the end of its corresponding one year term. Upon consent of the CONTRACTOR, the Investment Funds shall be used by the COUNTY for enhancements of food and beverage/catering services at the ECCC. Such consent shall not be unreasonably withheld. 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. If CONTRACTOR does not receive the Termination Payment from COUNTY at the time provided herein, CONTRACTOR may, at its option, exercise the following remedies concurrently or consecutively: (i) remain at ECCC; (ii) continue to provide the food and beverage services; (iii) withhold all payments otherwise payable to COUNTY until CONTRACTOR has recovered all amounts owing; (iv) institute proceedings against the COUNTY for all amounts owing. The terms and provisions of this Investment section shall survive the expiration of the term of this Agreement or the earlier termination hereof. COMMISSION: CONTRACTOR shall pay the COUNTY commission equal to twenty percent (20%) of Gross Receipts (the “Commission’”). Commissionable Gross Receipts shall not include “off-site” catering sales. Said payment shall be made monthly fifteen (15) days after the close of each accounting period for the prior month. AUTOMATIC VENDING: CONTRACTOR shall pay the COUNTY commission equal to twenty five percent (25%) of net revenues from automatic vending machines located at the ECCC, Said payment shall be made quarterly. KITCHEN USAGE FEE: In the event CONTRACTOR wishes to utilize the ECCC kitchen facilities for off-site catering, CONTRACTOR shall pay the COUNTY a kitchen usage fee of $250 for each preparation day; and $500 for each event day for all off-site catering not related to COUNTY clients. Such payments shall be payable monthly separate from the Commission. 21 THIRD-PARTY KITCHEN USAGE FEE: CONTRACTOR shall charge non-profit organizations and other third-parties a fee to use the ECCC kitchen facilities, as follows: $250 for each preparation day; and $500 for each event day. The foregoing fees are based on such non-profit organizations and other third-parties use of solely the kitchen facilities, and not the use of any other property or equipment, such as products, office and/or storage and warehouse space. Such fees shall be included in CONTRACTOR’s Gross Receipts. MARKETING RESERVE: In addition to the Commission and the Kitchen Usage Fee, the CONTRACTOR shall contribute one percent (1%) of Gross Receipts to the COUNTY for a marketing reserve. Use of such marketing reserve funds shall be at the sole discretion of the COUNTY. Said payment shall be made monthly fifteen (15) days after the close of each accounting period. UTILITY RESERVE: In addition to the Commission and the Kitchen Usage Fee, the CONTRACTOR shall contribute two percent (2%) of Gross Receipts to the COUNTY in exchange for the electricity, gas, water and other utility service provided to CONTRACTOR by the COUNTY. Said payment shall be made monthly fifteen (15) days after the close of each accounting period. The telephone equipment is owned by the COUNTY and will be supplied to CONTRACTOR at no cost. The cost of local and business only long distance charges will be covered by the COUNTY. CONTRACTOR shall develop an effective and continuous energy management and conservation program. DEFINITION: As used herein the term “Gross Receipts” shall mean the total revenue received by CONTRACTOR from the services provided by CONTRACTOR hereunder less 1) sales taxes and other direct taxes imposed upon receipts collected, 2) credit/debit/gift card transaction fees and charges, 3) discounted sales, 4) gratuities retained by CONTRACTOR’s employees and 5) administrative charges, if any. 22