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FINAL DRAFT 10/10/02
<br />FOOD SERVICES MANAGEMENT AGREEMENT (FEE)
<br />
<br /> This FOOD SERVICES AGREEMENT, as from time
<br />to time amended (Agreement), is entered into be-
<br />tween Cabarrus County, NC (Client), and Compass
<br />Group USA, Inc. (Compass), who, in cOnsideration
<br />of the promises contained herein, agree as follows:
<br /> 1. DEFINITIONS. In addition to terms defined
<br />elsewhere herein, the term Program means the
<br />Services Program, which is attached hereto as Exhibit
<br />A and incorporated herein. Effective Date shall mean
<br />the effective date as set forth on the signature page.
<br />Obligations mean all present and future liabilities,
<br />obligations of payment and performance, and indebt-
<br />edness of one party to another party arising out of this
<br />Agreement. Equipment, fixture, and inventory have
<br />the meanings assfgned to them in Article 9, and per-
<br />son has the meaning assigned to it in Article 1, of the
<br />North Carolina Uniform Commercial Code (the
<br />UCC) in effect as of the Effective Date.
<br /> 2. CLIENT SERVICES. Compass shall provide
<br />services to Client, as follows (collectively Services);
<br /> 2.1. Food Services & Sales. Client grants to
<br />Compass the exclusive right to control and operate
<br />food and beverage services and sales for the emploY-
<br />ees, guests, and invitees of Client, including but not
<br />limited to concessions, catering, and vending services
<br />(collectively Food Services) at the Cabarms County
<br />Exposition Park (the Premises) at such prices and
<br />times of operation as set forth in the Program. Com-
<br />pass' right to exclusivity hereunder shall not include
<br />the provision of catered events so that Client's user
<br />base may have the option of selecting caterers of their
<br />own choice, for a fee determined by Client. In ad-
<br />dition, Compass' exclusive right shall exclude the
<br />provision of Services at the County Fair. However,
<br />Compass may include services to the County Fair in
<br />the future, subject to mutual agreement.
<br /> 2.2. Sanitation Services. Compass shall be re-
<br />sponsible for such daily housekeeping and sanitation
<br />in the food preparation, storage, dining, and serving
<br />areas of the Premises as follows (collectively Sanita-
<br />tion Services):
<br /> 2.2.1Cleaning dining furniture, floors,
<br />walls up to 6 feet above floor level, and the exterior
<br />of hoods, ducts, vents, and other equipment and fix-
<br />tures used by Compass in food storage and prepara-
<br />tion areas; and,
<br /> 2.2.2 Collecting and properly packing ref-
<br />use from such areas and placing the packed refuse at
<br />site(s) on Premises designated by Client.
<br /> 2.3. Equipment. Equipment in the food prepa-
<br />ration, storage, and serving areas for Compass use as
<br />identified in Exhibit A, which is attached hereto and
<br />incorporated herein by this reference (collectively
<br />Services Equipment). The parties agree that third
<br />
<br />party caterers may utilize such Services EquiPment in
<br />connection with Catered events and Client hereby
<br />agrees to assume all liabilities and cost of defense of
<br />Compass in connection with said third party use.
<br /> z.4. Other Services. Compass shall have the
<br />exclusive right to operate and provide such other
<br />services and.pro, duct sales as agreed in writing fi'om
<br />time to time by the parties.
<br /> 2.5. Quality of Services. Compass shall sup-
<br />ply Services of good quality, on a timely basis, and
<br />with appropriate high quality products in accordance
<br />with the terms hereunder.
<br /> 2.6. Inspection of SerVices. Client may in-
<br />spect the Services, without notice, on any day at any
<br />time Client in its sole discretion may deem desirable.
<br />The inspection will be conducted in a manner to
<br />minimize disruption to the Services and will be sub-
<br />ject to the presence of a Compass representative, if
<br />available.
<br /> 2.7. Staff for Services. Compass shall keep
<br />and maintain an adequate staff of qualified Employ-
<br />ees and agents for the performance of Services and
<br />related administration, including necessary onsite
<br />staff.
<br /> 2.8. Inventory for Services. Compass shall
<br />provide or cause the provision of and at all times
<br />maintain:
<br /> 2.8.1 An adequate and appropriate inven-
<br />tory sufficient for the performance of Services; and,
<br /> 2..8.2 The timely and full payment for such
<br />inventory.
<br /> 2.8a Prior to commencement of Services,
<br />
<br />Client and Compass will perform a joint inventory of
<br />all china, smallwares, pots, and pans, etc. utilized in
<br />the Food Service operation as set forth in the Respon-
<br />sibility' Summary attached hereto, and will agree to a
<br />suffici,e_nt inventory level of such items. It will be the
<br />Client s responsibility to pay for the cost of main-
<br />taining such inventory level except to the extent that
<br />losses of such inventory result from the negligent acts
<br />or omissions or theft occurring on behalf of Compass,
<br />its Employees, agents, and/or representatives.
<br /> 2.9. Independent Contractor. Compass shall
<br />perform such Services as an independent contractOr.
<br />Neither party intends, and nothing contained in this
<br />Agreement shall be construed, to establish an em-
<br />ployee relationship, partnership or joint venture be-
<br />t-ween the parties.
<br /> 2a0. Equipment Maintenance. The Services
<br />Equipment and Offices, shall be serviced and kept by
<br />Compass in a good workmanlike manner and in a
<br />safe operating condition and further shall be main-
<br />tained, replaced, and repaired to ensure continued
<br />fitness for their particular and intended purposes, and
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<br />£"-/3
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