HomeMy WebLinkAbout20083232.tiff Amendment No. 2 to Operating Agreement
at
THIS AMENDMENT No. 2, is entered into this 7D May of .0eeemher 2008 by and
between the County of Weld, a political subdivision of Weld County Clerk to the Board of the State of
Colorado, Colorado ("County"), and ARAMARK Correctional Services, LLC, a Delaware limited
liability company, formerly ARAMARK Correctional Services, Inc., with offices at the ARAMARK
Tower, 1101 Market Street, Philadelphia, Pennsylvania 19107, ("ARAMARK").
WITNESSETH:
WHEREAS, the parties did, on January 8, 2007, enter into an Agreement for the management of the
food service operation at the Weld County North Jail Complex and Centennial Residential Work
Release Facility (hereinafter the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement as hereinafter set forth, effective January 1,
2009.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises in the Agreement
it is mutually agreed as follows:
1. Pursuant to Paragraph 1 "Term" of Agreement, both parties agree that the term of the
Agreement shall be renewed for a one (1) year period, effective from January 1, 2009 through
December 31,2009.
2. Pursuant to Paragraph 3 "Compensation" of the Agreement, the schedule attached hereto
reflects the price per meal charged to the County by ARAMARK as a result of the change in the
Consumer Price Index. These prices shall be effective from January 1, 2009 through December 31,
2009.
3. The parties agree that the Agreement shall be further amended with the addition of the
following, which shall, upon the Price Adjustment Effective Date set forth below, supersede and
replace conflicting provisions of Paragraph 1 "Term" of the Agreement regarding the procedures for
determining price increases, and shall supersede and replace Paragraph 3 "Compensation" of the
Agreement :
"Commencing on January 1, 2010 ("Price Adjustment Effective Date"),per meal prices for
each 12-month period shall be increased on each anniversary of the Price Adjustment
Effective Date by an amount to be mutually agreed upon and set forth in an amendment to
this Agreement in the form attached hereto as Attachment B;provided,however, that in the
event no agreement is reached with respect to such increase,per meal prices shall be
increased as further set forth below by the greater of the (a) yearly percentage change in the
Consumer Price Index, All Urban Consumers,U.S. City Average, Food Away From Home
Index ("CPI-FAH"),published by the U.S. Department of Labor and (b) the yearly percentage
change in the Market Basket of Products (as defined below) which compose the products
served at the facilities covered by this Agreement (the"Client Menu"). The period for
determining CPI-FAH and Market Basket of Products increases shall be August of the
immediately preceding year to August of the then-current year (the"Base Period").
Ce tiu J . 442062
Document No. 262998v2
Matter No. 34342
2008-3232
Vin_ �.
As set forth on the sample client statement attached as Attachment C, a copy of which shall be
provided prior to implementing any price adjustments pursuant to this section, the "Market
Basket of Products" represents categories or types of products that are generally used in the
Client Menu. Such products are classified into the following six categories of food items (each,
a "Menu Category"): beverage (composed of juice and non-alcoholic drinks other than milk);
baked goods; produce (composed of fruits and vegetables); dairy; meat; and grocery items
(composed of the food items in the menu that are not otherwise included in one of the
preceding categories). Each Menu Category will be ascribed a percentage (the "Category
Weighting") representing the proportion of the Client Menu that such Menu Category
approximately represents based on purchasing levels during the Base Period. Each Category
Weighting will then be multiplied by the percentage change in the corresponding Bureau of
Labor Statistics ("BLS") category compiled by the U.S. Department of Labor and published at
www.bls.gov for the Base Period, and the results of each such calculation will be added
together to arrive at the overall percentage change which will represent the Market Basket of
Products. For the avoidance of doubt, the BLS categories to be multiplied by the Category
Weightings are (1) Beverage, All Urban Consumers, U.S. City Average; (2) Baked Goods, All
Urban Consumers, U.S. City Average; (3) Produce, All Urban Consumers, U.S. City Average;
(4) Dairy, All Urban Consumers, U.S. City Average; (5) Meat, All Urban Consumers, U.S. City
Average; and (6) Food, All Urban Consumers, U.S. City Average. In the event that there are
any changes in the method in which the BLS reports its annual statistics, including any
changes or modifications to any of the applicable BLS categories, the parties agree to negotiate
a mutually agreeable modification to the appropriate Market Basket of Products category or
categories or the methodology described above. If the parties do not agree on such a
modification, ARAMARK shall have the right to terminate the Agreement upon 90 days' prior
written notice. The Market Basket of Products is designed to approximate price adjustments
with product cost increases at the facility or facilities covered by this Agreement. The Market
Basket of Products is an estimate of food costs only and actual costs may vary. While the
Menu Categories attempt to approximate the products served at the facility or facilities
covered by this Agreement, they may not precisely parallel actual usage or the BLS categories
listed above.
Please refer to Attachment C for an example of the Market Basket of Products calculation."
Except as hereinabove provided, the Agreement is in all other respects ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be signed by their
duly authorized representatives the day and year first written above.
ARAMARK Correctional Services, LLC County of Weld, a political subdivision of
Weld County Clerk to the Board of the State of
Colorado
By: By: t "z> L,= , i ; woe
David Kimmel William H. Jerke, Chair
Vice President, Fynance
Lk/
WitnesV 7jl/`C/� K- Witness:
Clerk to the j p
Document No. 262998v2 Deputy Clerk o e -,Botardy;+, I
Matter No.34342
;$7DOd'--3a)
Attachment A
Weld County Pricing
Greeley, Colorado
Effective January 1, 2009 through December 31,2009
Number of Inmate and Price per meal*
Staff Meals
500-549 $1.050
550 - 599 $1.009
600 - 649* $1.009
650 - 699 $0.984
700- 749 $0.965
750 and above $0.943
*The total number of inmate and staff meals served per week is divided by 21 in order to determine
the price point on the sliding scale.
*Note: At 600 and above inmate population level, ARAMARK will replace an hourly position with a
management position to insure seven days per week management coverage.
North Jail Complex $1.009
Snack
Centennial Residential $3.391
Work Release Facility
Document No.262998v2
Matter No. 34342
Attachment B
Amendment No._to Agreement
THIS AMENDMENT NO. _ (the "Amendment"), is entered into this day of
200 by and between County of Weld, Colorado, with offices at 915 Tenth Street, Greeley, Colorado 80631
("the County"), and ARAMARK Correctional Services, LLC, a Delaware limited liability company, having
its principal place of business located at the ARAMARK Tower, 1101 Market Street, Philadelphia PA 19107
("ARAMARK").
WHEREAS, the County and ARAMARK entered into an Agreement dated January 8, 2007 for the
management of the food service operation at the Weld County North Jail Complex and Centennial Residential
Work Release Facility(as amended, the"Agreement");
WHEREAS, the parties acknowledge the need to address volatility in the cost of food commodities;
and
WHEREAS, the parties desire to amend the provisions of the Agreement as follows, effective
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises in the Agreement
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as set forth below. Capitalized terms used but not defined in this Amendment have the
meanings ascribed to such terms in the Agreement.
1. Price Adjustment: In accordance with Paragraph 3 of Amendment No. 2 to the Agreement, dated
, 2008,the parties agree that the price per meal charged to the County by ARAMARK shall be
changed as set forth on Attachment A as a result of[changes in the Consumer Price Index][changes in the
Market Basket of Products][mutual agreement of the parties]. This price shall be effective from
, 20_through , 20 , and shall supersede in all respects the price per meal set
forth in the Agreement, or in any Amendments to the Agreement between the parties.
2. Release: The methodology used to determine the price increase above, including the Category
Weighting percentages ascribed to each Menu Category, has been reviewed and accepted by the parties. By
their execution of this Amendment, each party hereby waives any and all claims it may have based upon or
arising out of such methodology (including the elements thereof) used to calculate the price per meal as set forth
in this Amendment, and further agrees not to bring any action, suit or proceeding challenging such methodology
or calculation.
3. Except as specifically set forth herein, all other terms and provisions of the Agreement shall remain
unaffected by this Amendment and continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. _ to be signed by
their duly authorized representatives the day and year first written above.
ARAMARK Correctional Services, LLC County of Weld-State of Colorado
By: By:
David Kimmel
Vice President, Finance
Document No.262998v2
Matter No. 34342
Attachment C
Sample Client Statement - Market Basket of Products Calculation
XYZ County
Market Basket Price Redetermination Statement
Period Ended August 31,2008
August
Category Category Weighted
MENU CATEGORY Weighting BLS% BLS %
Baked Goods 12.20% 11.54% 1.41%
Beverage 5.91% 2.73% 0.16%
Dairy 19.81% 2.25% 0.44%
Grocery* 22.44% 6.15% 1.38%
Produce 16.97% 12.26% 2.08%
Meat 22.67% 4.94% 1.12%
TOTAL 100% 6.59%
AUGUST 2008 CPI-FAH (Food Away from Home Index) 4.48%
Greater of Market Basket or August CPI- Food Away from Home 6.59%
*This category includes all menu items that are not otherwise included in another Menu Category. ARAMARK
applies the BLS catch-all category called "Food" to the "Grocery" Menu Category for the calculation. The
"Food" category encompasses the items included in all Menu Categories in addition to food items not used at
the facility or facilities covered by this Agreement.
Document No, 262998v2
Matter No.34342
Hello