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AGREEMENT FOR FRANCHISE OF TRANSPORTA~FION SERVICES for Cabarrus County Non-Emergency Transportation Services This Franchise Agreement ("Agreement") made and entered into this __ day of June, 2003, by and between Caban'us County, North Carolina (the "County") and Mid-State Transport, Inc., ("Franchisee"), whose official representatives and contacts are as follows: Cabarrus County John D. Day, County Manager Post Office Box 707 Concord, North Carolina 28026-0707 Telephone: 704-920-2150 Facsimile: 704-920-2019 Mid-State Transport, Inc. F. Darryl Brooks: President 710 Char Meck Lane Charlotte, North Carolina 28205 Telephone: 704-334-3473 Facsimile: 704-334-1172 WITNESSETH: WHEREAS, The County desires to provide a franchise license in accordance with the terms of applicable North Carolina law, the applicable County ordinance and this Agreement for the provision of non-emergency ambulance transportation services for the citizens of the County; and WHEREAS, Franchisee desires to provide such transportation and the County and Franchisee mutually desire to enter into this Agreement, under which they can work together to maximize service quality and system efficiency; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto agree as follows: A. Grant of Franchise License; Franchisee's Duties and Obligations. The County hereby grants to the Franchisee a franchise license to operate ambulance services in accordance with the terms of this Agreement. The Franchisee shall manage and operate a non-emergency transportation ambulance system in the County (the "System") throughout the term of this Agreement under the overall direction of the County. Managing and operating the System is understood to include, but shall not be limited to: Franchisee's operation of the System 24 hours per day, 7 days a week, employing all necessary qualified staff, properly trained and certified EMTs and drivers; providing office and parking facilities, maintaining, scheduling and dispatching vehicles, all as more fully set forth herein. Franchisee's duties also include providing all types of insurance required, maintaining financial and operating records, coordinating, scheduling and providing high-quality and efficient System services and Franchisee's compliance with all local, state or federal laws, rules, ordinances and regulations pertaining to the operation of the System.