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S-1. CONSENT AND AGREEMENT REGARDING CONCESSION AGREEMENT Approve the "Consent and Agreement Regarding Concession Agreement" (the "Consent Agreement") among the Stadium District, AZPB FM Limited Partnership (the "Facility Manager") and Compass Group USA, Inc., a Delaware corporation (“Compass”), which has an effective date of April 1, 2011. Through the Consent Agreement, the District consents to the “Second Amended and Restated Concession Agreement” (the "Second Restated Agreement") between the Facility Manager for Chase Field and Compass, dated as of April 1, 2011, which amends, restates and replaces the Amended and Restated Concession Agreement dated July 12, 2000 (the First Restated Agreement”) to which the Stadium District previously consented (C78-01-001-1)(C6788). Compass is the parent corporation of Restaurant Associates, Inc., the concessionaire under the First Restated Agreement. Through the Second Restated Agreement, Compass now directly contracts with the Facility Manager to provide concession services at the Stadium through its subsidiary, Levy Premium Foodservice Limited Partnership, an Illinois Limited Partnership. The Facility Management Agreement dated March 20, 1996 which governs the management of Chase Field requires the Facility Manager to contract for concession services at the Stadium. The Stadium District is not a direct party to that contract but is a third party beneficiary to provisions that affect the District, and such provisions cannot be amended without Stadium District consent. The Facility Manager and Compass have now revised the Concession Agreement in various ways, but the interests of the Stadium District have been maintained and protected in the Revised Agreement. One change in the Revised Agreement that was added at District Staff request was to incorporate provisions governing concession sales and profit allocation for Day Use activities at the Stadium, which is now a Stadium District responsibility assigned to the District's Booking Manager. These Day Use concession sale provisions had been set forth in a separate agreement between the Booking Manager and the Concessionaire. District Staff and the Booking Manager felt it beneficial to bring those provisions into the Concession Agreement. Approval of the Consent Agreement provides the Stadium District's consent to the Second Restated Agreement. (C-68-12-009-3-00)