HomeMy WebLinkAbout20260785 Resolution
Approve Services Agreement for Unattended Vending Services and Authorize
Chair to Sign — Compass Group USA, Inc., Canteen Division
Whereas, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
Whereas, the Board has been presented with a Services Agreement for Unattended
Vending Services between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Sheriff's Office, and
Compass Group USA, Inc., by and through its Canteen Division, commencing upon full
execution of signatures, with further terms and conditions being as stated in said
agreement, and
Whereas, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
Now, therefore, be it resolved by the Board of County Commissioners of Weld County,
Colorado, that the Services Agreement for Unattended Vending Services between the
County of Weld, State of Colorado, by and through the Board of County Commissioners
of Weld County, on behalf of the Sheriff's Office, and Compass Group USA, Inc., by and
through its Canteen Division, be, and hereby is, approved.
Be it further resolved by the Board that the Chair be, and hereby is, authorized to sign
said agreement.
The Board of County Commissioners of Weld County, Colorado, approved the above
and foregoing Resolution, on motion duly made and seconded, by the following vote on
the 8th day of April, A.D., 2026:
[Insert Resolution Attestation Block Post Meeting]
2026-0785
SO0047
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BOARD OF COUNTY COMMISSIONERS
PASS-AROUND REVIEW
PASS-AROUND TITLE: Avenue C—Fresh Market, Canteen
DEPARTMENT: Sheriffs Office— Detentions Division DATE: 3/31/26
PERSON REQUESTING: Lieutenant Mark Pollard
Brief description of the problem/issue:
Given the nature of 24 hours operations at the Weld County Jail, limited time and food options are available for
Detentions Deputies and other personnel while on duty, resulting in Deputies leaving campus during breaks as
staffing allows. When staffing does not allow for leaving campus, Deputies and other personnel are severely
limited in what food is available for purchase. The implementation of Avenue C— Fresh Market will significantly
increase the on-campus food options beyond shelf-stable vending machines, providing the availability of fresh,
healthy, and substantial snacks and entrées for personnel 24 hours a day. As the current provider of vending
machines at the Weld County Jail, this agreement with Canteen expands the scope of services provided.
What options exist for the Board?
The Board may either approve or deny this expansion of services.
Consequences: If not approved,the current vending machines will remain in place, providing only limited
shelf-stable foods.
Impacts: If approved, the available on-site food options for Detentions Deputies will increase
significantly, reducing off-campus time, and increasing opportunities for fresh and healthier food options
when staff are not able to able to leave campus.
Costs (Current Fiscal Year/Ongoing or Subsequent Fiscal Years): As Canteen is investing funds to
purchase the site-specific vending equipment, there is a potential one-time cost incurred if the Sheriffs
Office ended the agreement early, prior to the 3-year term, pro-rated over the term with a maximum of
$5,000. Additionally, there may be costs associated with food spoilage if issues cannot be resolved
through the standard curing process. If these costs are imposed, these funds will be allocated from the
existing Sheriffs Offices operating budget. Outside of these potential costs, the daily services are
provided by Canteen without cost to the county, as costs are recovered through customer purchases.
Recommendation: It is recommended that the Board approve this service agreement, as it is a no-to-low-cost
solution to providing maximum flexibility for Detentions personnel needs, that promotes better food access and
encourages Deputies and employees to stay on campus during available breaktimes.
This service agreement has been reviewed by County Attorney's Office, Byron Howell.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck
Scott K. James
2026-0785
SO 00' 1
Jason S. Maxey J 5e14
Lynette Peppler
Kevin D. Ross
Docusign Envelope ID:6B40E75F-A860-4717-BDCE-0E6D08A2D0D8
can een
SERVICES AGREEMENT
This agreement(the"Agreement")is entered on Apr.I 8', aoato,("Effective Date")between the Weld County
Sheriff's Office ("Client") and Compass Group USA, Inc., by and through its Canteen Division ("Canteen," and
collectively with Client,the"Parties"),who agree as follows:
I. Definitions
A. Equipment:all equipment provided by Canteen(if any).
B. Products:all food,beverage,and sundry products supplied by Canteen.
C. Services:all services provided by Canteen as included on the attached Exhibit(s).
II. Responsibilities of the Parties
A. Canteen shall install, maintain, and service the Equipment in accordance with industry standards,
applicable laws,and the attached Exhibit(s).
B. Client grants to Canteen the exclusive right to provide the Services and install Service-related Equipment
at the Premises.
C. Client shall provide Canteen the necessary trash removal,extermination services,and utilities to permit
the sanitary operation of the Services in accordance with applicable laws and industry standards.
D. In the event that there is a disruption in utilities,Client will notify Canteen when Client becomes aware
of the disruption.
III. Equipment
A. Client has no title to or interest in Equipment.
B. Client will not remove or tamper with the Equipment unless necessary in connection with the Services.
C. Client is responsible for any damage to,or theft of,the Equipment caused by the willful misconduct or
negligent acts or omissions of Client,its agents,or employees.
D. In the event that a piece of Equipment is not generating an appropriate sales volume,Canteen may,in
its sole discretion: (i) remove such Equipment; or(ii) implement a subsidy arrangement upon mutual
agreement. If such Equipment is Unattended Vending Equipment,then in addition to(i)and (ii)above,
Canteen may convert the Unattended Vending Equipment to Vending Equipment.
IV. Prices
A. Canteen will determine the initial prices for the Services based upon distribution and market costs.
Canteen may increase prices in the event of any changes in market conditions.
V. Indemnification and Insurance.
A. Each Party shall indemnify, defend and hold harmless, with exception for Client only to the extent
permitted under Colorado law,the other Party from any and all losses, damages or expenses, , arising
out of or resulting from claims or actions for bodily injury,death,sickness,property damage,any breach
or default hereunder, or other injury or damage if caused by any negligent act or omission of the
indemnifying party,its employees,or agents. Each Party will be responsible for their own attorney fees.
The indemnifying party must receive notice of any claim no later than 10 days after receipt of notice of
the claim or lawsuit.
B. Canteen shall maintain insurance as follows: commercial general liability (including contractual and
products-completed operations liability) in an amount not less than $1,000,000 each occurrence and
$2,000,000 general aggregate; business automobile coverage in an amount not less than $1,000,000
each accident;and workers'compensation(including employers'liability coverage in an amount not less
20Z(o-0`1
Docusign Envelope ID:6B40E75F-A860-4717-BDCE-0E6D08A2D0D8
than$1,000,000 each accident/each employee/policy limit)in an amount not less than that required by
applicable statute.
C. Client shall maintain its current liability insurance coverages through Colorado Counties Casualty and
Property Pool.
VI. Term,Default and Termination
A. The term is three years beginning on the Effective Date (the "Initial Term") and thereafter will
automatically renew for consecutive one-year terms (each a "Renewal Term"), each renewal term
subject to annual budgeting and appropriation.
B. If either Party breaches this Agreement,the Party claiming such breach will give written notice citing
specifics. If, within 60 days of such notice, the breach is not corrected, the non-breaching Party may
terminate this Agreement on 30 days written notice.
C. Either Party may terminate this Agreement at the end of the Initial Term or any Renewal Term upon 90
days prior written notice to the other Party.
VII. Assignment/Subcontracting
A. Neither Party may assign or subcontract this Agreement to an unaffiliated business entity without the
prior written consent of the other Party,such consent not to be unreasonably withheld or delayed.
VIII. Notices
A. The Parties shall make all notices required under this Agreement by registered or certified mail (return
receipt requested) or overnight air courier to the addresses below. All such notice will be deemed to
have been given upon receipt.
To: Canteen Client
Entity Name: Compass Group USA, Inc.,
by and through its Canteen Division Weld County Sheriff's Office
Attn: Shawn Grider,Division President
Address: 4301 Beltwood Parkway N
Dallas,TX 75244 2110 0 St,Greeley,CO 80631
w/copy to: Managing Legal Counsel-Canteen Weld County Attorney's Office
Address: 2400 Yorkmont Rd.
Charlotte,NC 28217 1050 0 Street,Greeley,CO
IX. Technology
A. Information Technology.In connection with the Vending or Unattended Vending Services,Canteen may
need to operate information technology systems not owned by Client("Canteen Systems"),which may
need to connect to or interface with Client's internet access, networks, software or information
technology systems("Client Systems").Canteen is solely responsible for all Canteen Systems,and Client
is responsible for Client Systems,including taking the necessary security and privacy protections as are
reasonable under the circumstances. If Canteen serves as the merchant-of-record for credit or debit
card transactions in connection with the Services provided hereunder,then Canteen is responsible for
complying with applicable laws,regulations and payment card industry data security standards related
to the protection of cardholder data ("Data Protection Rules"). If Canteen Systems connect to or
interface with Client Systems,then Client agrees to promptly implement upon request from Canteen,
at Client's expense,the changes to the Client Systems that Canteen reasonably requests and believes
are necessary or prudent to ensure Canteen's compliance with the Data Protection Rules. Each Party
will indemnify, defend and hold the other Party harmless (for Client, indemnification to the extent
permitted under Colorado law)from all claims,liabilities,damages and costs(each party is responsible
for their own attorney fees)arising from the indemnifying Party's failure to comply with its obligations
in this Section.
Docusign Envelope ID:6B40E75F-A860-4717-BDCE-0E6D08A200D8
B. Camera Technology. Canteen may,in its reasonable discretion, install camera technology to enhance
security and comply with state and local laws,regulations,and ordinances(e.g.,permitting,food safety,
etc.). Canteen will purchase and install such cameras at its sole cost and expense and remove them
upon termination or expiration of this Agreement. Client will allow Canteen reasonable access to the
Premises for installation and removal. Canteen must obtain County Information Technology and
Facilities'approvals prior to and in installation and removal of cameras.
X. Dispute Resolution
A. This Agreement shall be governed by,construed and enforced in accordance with the internal laws of
the State of Colorado,without regard to its provisions concerning choice of laws,choice of forum or any
principle that might otherwise refer construction or interpretation of this Agreement to the substantive
law of another jurisdiction.
B. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT, OR THE BREACH
THEREOF, SHALL BE SETTLED BY Mediation or Informal Dispute Resolution, or advance to supervising
authorities. If dispute cannot be resolved, and Parties resort to litigation,jurisdiction shall be in Weld
County,Colorado.
C. NEITHER CANTEEN NOR CLIENT SHALL BE LIABLE AT LAW OR EQUITY FOR ANY INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DAMAGES
RELATED TO LOST PROFIT,ECONOMIC LOSS,LOSS OF GOODWILL,DAMAGE TO REPUTATION,LOST SALES,
LOST MARGIN, ECONOMIC HARDSHIP, OR DAMAGE TO TRADE RELATIONS OR RELATIONSHIPS. THE
PARTIES AGREE THAT THIS LIMITATION OF LIABLITY SHALL NOT APPLY TO EITHER PARTY'S
INDEMNIFICATION OBLIGATIONS.
Xl. Non-Disclosure
A. Client shall not, either during the Term of this Agreement or any time thereafter, disclose to any
person,the terms or content of this Agreement or Canteen's operational procedures without the prior
written consent of Canteen. Colorado's Open Records Act C.R.S. §24-72-201 to 206. Requires access
to certain public records. Canteen shall label this Agreement "Confidential" to receive some
protections from disclosure under the act.
IN WITNESS WHEREOF,each of the Parties hereto has caused this Agreement to be executed by its duly authorized
officer:
ACCEPTED AND AGREED TO:
Compass Group USA,Inc.,by and Weld County Sheriffs Office,by and through
th rpgjabgconren Division Board of Weld County Commissioners,
We County Colorado
By�S l& a1'idt.Y'
" --Shawn
Sawn G Hair Print Name: K.James,Chair APR
Title: President , , �
Attest ah< 'r"' a. ...',�+rs;di/ /
Esther E.Gesick,Clerk to the Board J ( {
1861 c.
cr
By: ' �j��
Depu erk to the oard m Y
OZ.CO —CIV5
Docusign Envelope ID:6B40E75F-A860-4717-BDCE-0E6D08A2D0D8
EXHIBIT A
UNATTENDED VENDING SERVICES
1. Premises. Canteen will provide the Unattended Vending Services at the following Premises:
A. 2110 0 St,Greeley,CO 80631
2. Services.
A. Canteen will provide Products via self-checkout kiosks("Unattended Vending Services").
B. Except as otherwise set forth herein,Canteen shall provide its Unattended Vending Services on a profit and
loss basis,whereby Canteen shall retain all income derived and bear all costs of operation(unless such costs
of operation are otherwise a Client obligation pursuant to this Agreement)resulting from the provision of
the Unattended Vending Services.
C. Canteen is investing funds to purchase the Unattended Vending Services Equipment that is unique to
Client's Premises.Therefore, if this Agreement is terminated by either party before the end of the Initial
Term,Client will pay Canteen:$5,000 if terminated in year one,$3,000 if terminated in year two,$1,000 if
terminated in year three,and no fee thereafter..
E. In the event Canteen is experiencing shrink or spoilage of its Products greater than 2.5%of sales during a
calendar month,Client and Canteen shall work together to develop a plan to correct the issue. If after 60
calendar days,the issue is not resolved,Client shall be solely responsible for any Product loss due to shrink
or spoilage of products that is greater than or equal to 2.5% during a calendar month (the "True Up
Payment").The True Up Payment will be calculated as the selling price of the Products that were lost due
to shrink or spoilage during that calendar month as determined by Canteen's records and invoiced to Client
monthly.
3. Payment
A. In the event Canteen is owed funds,Client shall pay net 10 days from invoice date.
Invoices not paid within 15 days of the due date(25 days from invoice date)are subject to a service charge
calculated at 1.5%per month.
Contract For ,
Entity Information
Entity Name* Entity ID* New Entity? Please use the job
CANTEEN CORRECTION SERVICES SUP-31 952 aid linked here to add a
INC [j supplier in Workday.
Contract Name* Contract ID Parent Contract ID
AVENUE C - FRESH MARKET 10520
Requires Board Approval
Contract Status Contract Lead* YES
CTB REVIEW TMATTHEWS
Department Project #
Contract Lead Email
tmatthews@weld.gov
Contract Description*
CANTEEN TO IMPLEMENT AVENUE C - FRESH MARKET BY PROVIDING UNATTENDED VENDING SERVICES,
OFFERING FRESH, HEALTHY, AND SUBSTANTIAL SNACKS & ENTREES TO PERSONNEL AT WELD COUNTY JAIL 24
HOURS A DAY. CANTEEN TO INSTALL, MAINTAIN & SERVICE THE EQUIPMENT.
Contract Description 2
INITIAL TERM: 3 YEARS BEGINNING ON EFFECTIVE DATE
RENEWAL TERM: AUTO RENEW FOR CONSECUTIVE 1-YEAR TERMS, SUBJECT TO ANNUAL BUDGETING AND
APPROPRIATION
MAY TERMINATE AT END OF INITIAL TERM OR ANY RENEWAL TERM UPON 90 DAYS PRIOR WRITTEN NOTICE
Contract Type* Department Requested BOCC Agenda Due Date
AGREEMENT SHERIFF Date* 04/04/2026
04/08/2026
Amount* Department Email
$0.00 CM-Sheriff@weld.gov Will a work session with BOCC be required?*
NO
Renewable* Department Head Email
YES CM-Sheriff- Does Contract require Purchasing Dept. to be
DeptHead@weld.gov included?*
Automatic Renewal
NO
County Attorney
Grant GENERAL COUNTY
IGA ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date Review Date* Renewal Date*
04/08/2026 01 /04/2029 04/07/2029
Termination Notice Period Committed Delivery Date Expiration Date
Contact Information
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head Finance Approver Legal Counsel
DONNIE PATCH CHRIS D'OVIDIO BYRON HOWELL
DH Approved Date Finance Approved Date Legal Counsel Approved Date
04/01 /2026 04/02/2026 04/02/2026
Final Approval
BOCC Approved Doc ID#
AG 040826
BOCC Signed Date
Originator
BOCC Agenda Date TMATTHEWS
04/08/2026
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