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Home My WebLink About20163845.tiffJustice Services Department 901 10th Avenue P.O. Box 758 Greeley, CO 80632 Phone: (970) 336-7227 Fax: (970) 392-4677 CONSENT AGENDA ITEM To: Board of County Commissioners From: Doug Erler, Directo (cg/ Re: Consider Agreement Renewal Between Weld County and Canteen Vending Services and Authorize Chair to Sign Date: December 2, 2020 This item was originally presented to you as a Pass Around Review on 11/23/2020 and was unanimously approved for placement as a future Consent Agenda Item. Pursuant to an original bid in December 2016, the Board approved an Agreement with Canteen Vending Services to provide certain food and beverage services at the Work Release Facility. The Agreement allows for annual renewal of these services; the department recommends renewal for calendar year 2021. Enclosed is the Agreement Renewal for final review/signatures. Thank you. t 2 la 7120 ffs (06) /02/a 7/ate 2010- 3'61-15 35OOO5. BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Consider Renewal Agreement Between Weld County and Canteen Vending Services DEPARTMENT: Justice Services DATE: II." 23 ' 20 PERSON REQUESTING: Doug Erler, Director Brief description of the problem/issue: Pursuant to a formal Bid process back in December 2016, the Board approved an Agreement with Canteen Vending Services to provide certain food and beverage services at the Work Release Facility. The Agreement set forth an original period of thirty-six (36) months, with an option to renew for two (2) additional periods of one (1) year each. The 36 -month period expired on 12/31/2019 and the Board agreed to renew for calendar year 2020. Canteen continues to deliver quality services, and the department seeks to renew for one (1) more calendar year (2021). Enclosed is the proposed Renewal Agreement. Conferring with Canteen, they support this proposed renewal. Assistant County Attorney, Bob Choate has also reviewed and approves as to form. What options exist for the Board? (include consequences, impacts, costs, etc. of options): Option 1. Authorize placement as a Consent Agenda item at a future hearing and authorize Chair to sign. Option 2. Schedule Work Session. Option 3. Terminate original Agreement or consider a new bid process. Recommendation: Option 1. Canteen Vending Services continues to deliver quality services and understands Work Release operations. The department recommends another 1 -year renewal. Thank you for your consideration. Mike Freeman, Chair Scott K. James Barbara Kirkmeyer Steve Moreno, Pro-Tem Kevin D. Ross Approve Recommendation JtAtout.° Schedule Work Session Other/Comments: Karla Ford From: Sent: To: Subject: Approve, Steve Moreno Weld County Commissioner At Large 1150 O Street PO Box 758 Greeley CO 80632 Phone: 970-336-7204 Ext. 4207 Fax: 970-336-7233 Email: smoreno@weldgov.com Website: www.co.weld.co.us Steve Moreno Tuesday, November 24, 2020 1:00 PM Karla Ford RE: Please Reply - Canteen Vending Svc Agmt Renewal - Justice Svc Pass Around Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Karla Ford <kford@weldgov.com> Sent: Tuesday, November 24, 2020 10:37 AM To: Steve Moreno <smoreno@weldgov.com> Subject: Please Reply - Canteen Vending Svc Agmt Renewal - Justice Svc Pass Around Importance: High Please advise if you approve recommendation. Karla Ford X Office Manager, Board of Weld County Commissioners 1150 0 Street, P.O. Box 758, Greeley, Colorado 80632 :: 970.336-7204 :: kford@.weldgov.com :: www.weldgov.com :: **Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.** 1 DocuSign Envelope ID: 8670CCCA-358C-4F2F-864D-B048C3BD001B ,•'- At rctLMENT RENEWAL BETWEEN WELD COUNTY AND COMPASS GROUP USA, INC. BY AND THROUGH ITS CANTEEN VENDING SERVICES This Agreement Extension/Renewal ("Renewal"), made and entered into the 1" day of December, 2020 by and between the Board of Weld County Commissioners, on behalf of the Weld County Department of Justice Services, hereinafter referred to as the "Department," and Canteen Vending Services, hereinafter referred to as the "Contractor." WHEREAS the parties entered into an agreement (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as documents No. #2016-3845 &#2018-2521, approved on December 28, 2016, with renewals on August 6, 2018 and December 30, 2019. WHEREAS the parties hereby agree to extend the term of the Original Agreement in accordance with the terms of the Original Agreement, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Original Agreement will end on December 31, 2020. • The parties agree to extend the Original Agreement for an additional 1 -year period, which will begin January 1, 2021, and will end on December 31, 2021. • The Renewal, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Agreement Documents, which shall be effective upon the expiration of the current term of the Original Agreement: NONE. • All other terms and conditions of the Original Agreement remain unchanged. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. CONTRACTOR: Marc Boman EAfet11O1O ten bb►ut& E7 C704CEAPE4A8... Signature ATTEST: Wv• BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Mike Freeman, Chair DEO 0 7 2020 Weld C roved As To Substance: BY: Approved As To Fu ding• } a jo Controller �— J Approved As To Form: County Attorney /4, 314/ c WELD COUNTY AGREEMENT FOR SERVICES BETWEEN WELD COUNTY & CANTEEN VENDING SERVICES THIS AGREEMENT is made and entered into this a day of December, 2016, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as the "County," and Compass Group USA, Inc., by and through its Canteen Vending Services Division, a corporation, whose principal place of business is 2400 Yorkmont Road, Charlotte, NC 28217, hereinafter referred to as the "Contractor." WHEREAS, the County requires an independent contractor to perform the services required by the County and set forth in Exhibits A and B; and WHEREAS, the Contractor is willing to perform and has the specific ability to perform the required services at or below the cost set forth in Exhibit A and B: WHEREAS, the Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment, materials and services as set forth below; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows; 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in Exhibits A and B, each of which forms an integral part of this Agreement. Exhibits A and B are specifically incorporated herein by this reference. The County and Contractor acknowledge and agree that this Agreement, including specifically Exhibits A and B define the performance obligations of the Contractor and Contractor's willingness and ability to meet those requirements. In the event of any conflict between any Exhibits and the body of this document, the terms found in the body of this document shall control. Exhibit A consists of the County's Request for Bid (RFB) as set forth in "Bid Package No. B1600161." The RFP contains all of the specific requirements of the County. Exhibit B consists of the Contractor's Response to the County's Request for Bid. The Response confirms the Contractor's obligations under this Agreement. 2. Service or Work. The Contractor agrees to procure the materials, equipment and/or products necessary and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete all services described in the Exhibits, which are attached hereto and incorporated herein by reference. The Contractor shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements of Exhibits A and B within the time limits prescribed by the County may result in the County's decision to withhold payment or to terminate this Agreement. In addition, the County shall be responsible for any damage to the equipment caused by the willful or negligent acts or omissions of the County, its agents, or employees. 3. Term. The term of this Agreement begins upon the date of the execution of this Agreement by the County, and shall continue through and until the Contractor's completion of the responsibilities described in Exhibits A and B. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit the County from entering into Agreements, which bind the County for periods longer than one (1) year. Therefore, within the thirty (30) days preceding the anniversary date of this Agreement, the County shall notify the Contractor if it wishes to renew this Agreement. 4. Termination. The County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, either party may terminate this Agreement upon thirty (30) days' prior written notice in the event of an uncured material breach of the terms of this Agreement by the other party. Upon termination, the County shall take possession of all materials, equipment, tools and facilities owned by the County that the Contractor is using, by whatever method it deems expedient; and, the Contractor shall deliver to the County all drawings, drafts or other documents it has completed or partially completed under this Agreement that are non-food service in nature, together with all other items, materials and documents which have been paid for by the County, and these items, materials and documents shall be the property of the County. Upon termination of this Agreement by the County, the Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Modification. Any amendments or modifications to this Agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until the Contractor has obtained written authorization and acknowledgement by the County for such additional services. 6. Compensation/Contract Amount. The Contractor acknowledges no payment will be made by the County for services or equipment described herein in the Exhibits, unless a "change order" authorizing such additional payment is specifically approved by Weld County, or by formal resolution of the Weld County Board of Commissioners, as required pursuant to the Weld County Code. The County will not withhold any taxes from monies paid to the Contractor hereunder and the Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the County shall have no obligations under this Agreement after, nor shall any payments be made to the Contractor in respect of any period after December 31 of any year, without an appropriation therefore by the County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution. Article X, Sec. 20). Commission will be at rates proposed under Option #1 of the Contractor's Response to the County's Request for Bid. Commission will be paid on gross sales defined as gross sales minus applicable sales tax. The Contractor shall submit monthly to the County's designated representative, as listed in this Agreement, the total commission of all machines and a Commission Statement as indicated in the Contractor's Response to the County's Request for Bid. Product prices may be adjusted annually at a rate equal to the greater of the then -current, relevant rate published for the Employment Cost Index or the Consumer Price Index. The Contractor and the County will work together regarding the implementation of the price increases. 7. Independent Contractor. The Contractor agrees that it is an independent Contractor and that the Contractor's officers, agents or employees will not become employees of the County, nor entitled to any employee benefits from the County as a result of the execution of this Agreement. The Contractor shall perform its duties hereunder as an independent Contractor. The Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. The Contractor, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through the County and the County shall not pay for or otherwise provide such coverage for the Contractor or any of its agents or employees. 8. Subcontractors. The Contractor acknowledges that the County has entered into this Agreement in reliance upon the particular reputation and expertise of the Contractor. The Contractor shall not enter into any subcontractor agreements that are outside Contractor's current and standard procedures without the County's prior written consent, which may be withheld in the County's sole discretion. 9. Ownership. All work and information obtained by the Contractor under this Agreement or individual work order that is non-food service in nature shall become or remain (as applicable), the property of the County. The County has no right, title, or interest to equipment or products furnished by Contractor, and the County shall not move, alter, assert or disturb rights, title, or interest to any equipment, inventory, or other property furnished or installed by Contractor under this Agreement. 10. Confidentiality. Confidential financial information of the Contractor should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, the Contractor is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. The Contractor agrees to keep confidential all of the County's confidential information. The Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. The Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this agreement. 11. Warranty. The Contractor warrants that the services performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. The Contractor further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. 12. Acceptance of Services Not a Waiver. In no event shall any action by the County hereunder constitute or be construed to be a waiver by the County of any breach of this Agreement or default, which may then exist on the part of the Contractor. Acceptance by the County of, or payment for, the services completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance and Indemnification. General Requirements: Contractors/Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. The Contractors/Contract Professionals shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of the Contractor/Contract Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Agreement by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor stipulates that it has met the insurance requirements identified herein. The Contractor shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. Indemnity: Each party shall be responsible for all claims for compensation, for any loss, damage, personal injury, or death occurring as a consequence of its willful, intentional or negligent actions or omissions. Each party shall be fully responsible and liable for any and all injuries or damage received or sustained by any third parties, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. Types of Insurance: The Contractor/Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contractor's employees acting within the course and scope of their employment. This requirement shall not apply when a Contractor or subcontractor is exempt under the Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance with the minimum limits as follows: $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal Advertising injury Automobile Liability: T h e Contractor/Contract Professional shall maintain limits of $1,000,000 for bodily injury and property damage combined single limit applicable to all vehicles operating both on County property and elsewhere, tier vehicles owned, hired, and non -owned vehicles used by Contractor/Contract Professional in the performance of this Agreement. Proof of Insurance: The County reserves the right to require the Contractor/Contract Professional to provide a certificate of insurance, as proof of insurance as required herein to County's Risk Administrator in his sole discretion. Additional Insured: For general liability and auto liability, the Contractor/Contract Professional's insurer shall name Weld County as an additional insured. Subcontractors: All subcontractors, subcontractors, independent Contractors, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage required of the Contractor/Contract Professional. The Contractor/Contract Professional shall ensure that all subcontractors maintain the required coverage. The Contractor/Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contractors, sub -vendors suppliers or other entities upon request by the County. 14. Non -Assignment. The Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of the County, unless such assignment or transfer is within the Contractor's current and standard procedures. Any attempts by the Contractor to assign or transfer its rights in such a manner inconsistent with the terms as provided hereunder, the County shall, at the option of the County, automatically terminate this Agreement and all rights of the Contractor hereunder, Such consent may be granted or denied at the sole and absolute discretion of the County. 15. Examination of Records. To the extent required by law, the Contractor agrees that a duly authorized representative of the County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of the Contractor, involving all matters and/or transactions related to this Agreement. Any duly authorized representative of the County must be approved by Contractor, whose approval shall not be unreasonably withheld. The Contractor agrees to maintain these documents for three (3) years from the last date of services received. 16. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions, 17. Notices. The County may designate, prior to commencement of work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to these services. All requests for Agreement interpretations, change orders, and other clarification or instruction shall be directed to the County Representative. The County Representative for purposes of this Agreement is hereby identified as, Doug Erlcr, Director, Weld County Justice Services Department or his designee, Dianna Campbell, Alternative Programs (Work Release) Director. Either party may change its notice address(es) by written notice to the other. Notification Information: Contractor: Compass Group USA, Inc., by and through its Canteen Vending Services Division Attn: Chris Hulick, Division President Address: 5000 Hopyard Rd., Suite 322, Pleasanton, CA 94588 With a copy to: Compass Group USA, Inc. Attn: (i) General Counsel; and (ii) President, Canteen Refreshment Services Division 2400 Yorkmont Road Charlotte, NC 28217 Facsimile: 704-328-7998 & 704-424-5037 Weld County: Name: Doug Erler Position: Director, Weld County Justice Services Department Address: 915 10th Street. #334 Greeley, CO 80634 E-mail: derler@co.weld.co.us Facsimile: 970-392-4677 18. Compliance with Law. The Contractor shall strictly comply with all applicable Federal and State laws, rules and regulations in effect or hereafter established. including without limitation, laws applicable to discrimination and unfair employment practices. 19. Exclusive Agreement. This Agreement is exclusive and the County may not engage or use other Contractors or persons to perform services of the same or similar nature. 20. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire Agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 21. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by the County does not create an obligation on the part of the County to expend funds not otherwise appropriated in each succeeding year. 22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24- 50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 24, Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §24-10-101 et seq., as applicable now or hereafter amended. 25. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 26. Board of County Commissioners of Weld County Approval. Phis Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 27. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall he applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event ofa legal dispute between the parties, the Contractor agrees that the Weld County/19`h Judicial District Court shall have exclusive jurisdiction to resolve said dispute. 28. Public Contracts for Services C.R.S. §8-17.5-101. The Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement. The Contractor will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). The Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. The Contractor shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while this Agreement is being performed. If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien the Contractor shall notify the subcontractor and the County within three (3) days that the Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. The Contractor shall not terminate the contract if within three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. The Contractor shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and Employment. If the Contractor participates in the State of Colorado program, the Contractor shall, within twenty (20) days after hiring any new employee to perform work under the Agreement, affirm that the Contractor has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. The Contractor shall deliver to the County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If the Contractor fails to comply with any requirement of this provision or of C.R.S. § 8-17.5-101 et seq., the County, may terminate this Agreement for breach, and if so terminated, the Contractor shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C,R.S. § 24-76.5-103(3), if the Contractor receives federal or state funds under the Agreement, the Contractor must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the Agreement. If the Contractor operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76,5-103 prior to the effective date of the Agreement. Acknowledgment. The County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits, is the complete and exclusive statement of Agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. [Signature Page Follows] IN WITNESS WHEREOF, the parties hereto sign this Agreement. CONTRACTOR: COMPASS GROUP USA, INC., BY AND TIIROCG.FI ITS CANTEEN VENDING SERVICES DIVISION By: Chris Hulick Division President 1-6s4:,g Date I fl --i„k0 WELD COWY: l ATTEST: ',�Z „) + 4 Weld + • y Clerk to th - ' oard BY: Deputy CIS k to the B APPROVED AS TO FUN LLsL'r''f4 Controller APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Mike Freeman, Chair $ 2016 DEC 2 PROVED AS TO SUBSTANCE: Department ead Director ofe e VICe ak7o/6 - 3b'��' canteen" August 3, 2018 To: Dianna Campbell Subject: Contract #2016-3845 Dianna, This letter is to request an increase in price on the following items: 20 ounce soft drinks from $1.50 to $1.75 16 ounce energy drinks from $2.50 to $2.75 We would like to put these prices into effect on Monday August 13th. Thank you for your consideration in this matter. Sincerely, //i/j4-417() Rob Reckard Canteen Q-cm4Wttl w oioitS dg -o8 -(8 ce'. TS (DE) o8-ob-t8 2018-2521 250005 Esther Gesick From: Sent: To: Subject: Attachments: CTB Team, Doug Erler Friday, August 3, 2018 3:06 PM CTB For Consent Agenda Item 20180803134146347.pdf Please place the attached on a future agenda as a Consent Agenda Item - Correspondence. I reviewed with Bob Choate and we agree current contract we have with this vendor (Canteen) allows them to make certain price adjustments without the prior approval of the Board. Vendor services are at Work Release Facility. Justice Services Department is okay with it. Change would be effective August 13, 2018. Please tether to Contract #2016-3845 in Tyler. Thank you. Doug Erler, Director Weld County Justice Services Department 915 10th Street, #334 P.O. Box 758 Greeley, CO 80632 Office: 970-400-4847 Mobile: 970-673-2829 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 1 Consent Agenda Item Justice Services Department 915 10th Street, #334 P.O. Box 758 Greeley, CO 80632 Phone: (970) 336-7227 Fax: (970) 392-4677 To: Weld County Board of Commissioners From: Doug Erler, Director Re: Consider Agreement Renewal Between Weld County and Compass Group USA Inc. by and through Canteen Vending Services and Authorize Chair to Sign Date: December 30, 2019 Pursuant to a formal Bid process, on 12/28/16, the Board approved an Agreement with Compass Group USA/ Canteen Vending Services to provide certain food and beverage services at the Work Release Facility. The Agreement sets forth a period of thirty-six (36) months, with an option to renew for two (2) additional periods of one (1) year each. The first 36 -month period expires on 12/31/19. In a Pass Around Review on 11/3/19, the Board authorized placement as a Consent Agenda item on a future hearing agenda to renew the Agreement for a new term of 1/1/20 through 12/31/20. Canteen continues to deliver quality services and the department recommends approval. Assistant County Attorney has reviewed and approves as to form. The enclosed Agreement Renewal is now ready for signature by the Chair. Thank you. ?6► - (29h 402-30-.2.o0 c6.P 642,) 1.2,-.30 -11 Qa /e-3Vis' J-5 0005 BOARD OF COUNTY COMMISSIONERS - PASS -AROUND REVIEW RE: Consider Renewal Agreement Between Weld County and Canteen Vending Services DEPARTMENT: Justice Services PERSON REQUESTING: Doug Erler Brief description of the problem/issue: DATE: 11/3/19 Pursuant to a formal Bid process, on 12/28/16, the Board approved an Agreement with Canteen Vending Services to provide certain food and beverage services at the Work Release Facility. The Agreement sets forth a period of thirty-six (36) months, with an option to renew for two (2) additional periods of one (1) year each. The 36 -month period expires on 12/31/19. Canteen is delivering quality services and the department seeks a Renewal Agreement with Canteen for 1 -year (calendar year, 2020). Enclosed is the proposed Renewal Agreement. Conferring with Canteen officials, they support renewal, with no changes to the terms and conditions of the Original Agreement. Further, Assistant County Attorney, Bob Choate has reviewed the proposed Renewal Agreement and approves as to form. What options exist for the Board? (Include consequences, impacts, costs, etc. of options) Option 1. Authorize placement as a Consent Agenda item at a future hearing and Authorize Chair to Sign. Option 2. Schedule Work Session. Option 3. Terminate Original Agreement. Recommendation: Option 1. Canteen Vending Services continues to deliver excellent services. The department recommends a 1 - year Renewal Agreement. Thank you for your consideration. Sean P. Conway Scott James Mike Freeman, Pro -Tern Barbara Kirkmeyer, Chair Steve Moreno Approve Recommendation Schedule Work Session Other/Comments: AGREEMENT RENEWAL BETWEEN WELD COUNTY AND COMPASS GROUP USA, INC BY AND THROUGH ITS CANTEEN VENDING SERVICES This Agreement Renewal ("Renewal"), made and entered into 3o day of December 2019, by and between the Board of Weld County Commissioners, on behalf of the Weld County Department of Justice Services, hereinafter referred to as the "Department," and Compass Group USA, Inc. by and through its Canteen Vending Services, hereinafter referred to as the "Contractor." WHEREAS the parties entered into an Agreement (the "Original Agreement") and identified by the Weld County Clerk to the Board of County Commissioners as documents No. #2016-3845 & #2018-2521, approved on December 28, 2016 and August 6, 2018, respectively. WHEREAS the parties hereby agree to extend the term of the Original Agreement in accordance with the terms of the Original Agreement, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Original Agreement will end on December 31, 2019. • The parties agree to extend the Original Agreement for an additional 1 -year period, which will begin January 1, 2020, and will end on December 31, 2020. • The Renewal, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Agreement Documents, which shall be effective upon the expiration of the current term of the Original Agreement: NONE. • All other terms and conditions of the Original Agreement remain unchanged. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. CONTRACTOR: Chris Hulick, Division President Printed Name Signature ATTEST: Weld County Clerk to the Board BY: Deputy CI to the Bo BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Mike Freeman, Pro-Tem DEC 302019 APPROVED AS TO SUBSTANCE: Department 020/6, -3P71, P71, RE: AGREEMENT RENEWAL FOR VENDING SERVICES - COMPASS GROUP USA, INC., DBA CANTEEN VENDING SERVICES APPROVED AS TO FUNDING: bra Controller i APPROVED AS TO FORM: County Attorney ao/6 - JSifr WELD COUNTY AGREEMENT FOR SERVICES BETWEEN WELD COUNTY & CANTEEN VENDING SERVICES THIS AGREEMENT is made and entered into this 4.6 day of December, 2016, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as the "County," and Compass Group USA, Inc.. by and through its Canteen Vending Services Division, a corporation, whose principal place of business is 2400 Yorkmont Road, Charlotte, NC 28217, hereinafter referred to as the "Contractor." WHEREAS, the County requires an independent contractor to perform the services required by the County and set forth in Exhibits A and B; and WHEREAS, the Contractor is willing to perform and has the specific ability to perform the required services at or below the cost set forth in Exhibit A and B: WHEREAS, the Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment, materials and services as set forth below; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in Exhibits A and B, each of which forms an integral part of this Agreement. Exhibits A and B are specifically incorporated herein by this reference. The County and Contractor acknowledge and agree that this Agreement, including specifically Exhibits A and B define the performance obligations of the Contractor and Contractor's willingness and ability to meet those requirements. In the event of any conflict between any Exhibits and the body of this document, the terms found in the body of this document shall control. Exhibit A consists of the County's Request for Bid (RFB) as set forth in "Bid Package No. B1600161." The RFP contains all of the specific requirements of the County. Exhibit B consists of the Contractor's Response to the County's Request for Bid. The Response confirms the Contractor's obligations under this Agreement. 2. Service or Work. The Contractor agrees to procure the materials, equipment and/or products necessary and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete all services described in the Exhibits, which are attached hereto and incorporated herein by reference. The Contractor shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements of Exhibits A and B within the time limits prescribed by the County may result in the County's decision to withhold payment or to terminate this Agreement. In addition, the County shall be responsible for any damage to the equipment caused by the willful or negligent acts or omissions of the County, its agents, or employees. 3. Term. The term of this Agreement begins upon the date of the execution of this Agreement by the County, and shall continue through and until the Contractor's completion of the responsibilities described in Exhibits A and B. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit the County from entering into Agreements, which bind the County for periods longer than one (1) year. Therefore, within the thirty (30) days preceding the anniversary date of this Agreement, the County shall notify the Contractor if it wishes to renew this Agreement. 4. Termination. The County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, either party may terminate this Agreement upon thirty (30) days' prior written notice in the event of an uncured material breach of the terms of this Agreement by the other party. Upon termination, the County shall take possession of all materials, equipment, tools and facilities owned by the County that the Contractor is using, by whatever method it deems expedient; and, the Contractor shall deliver to the County all drawings, drafts or other documents it has completed or partially completed under this Agreement that are non-food service in nature, together with all other items, materials and documents which have been paid for by the County, and these items, materials and documents shall be the property of the County. Upon termination of this Agreement by the County, the Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Modification. Any amendments or modifications to this Agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until the Contractor has obtained written authorization and acknowledgement by the County for such additional services. 6. Compensation/Contract Amount. The Contractor acknowledges no payment will be made by the County for services or equipment described herein in the Exhibits, unless a "change order" authorizing such additional payment is specifically approved by Weld County, or by formal resolution of the Weld County Board of Commissioners, as required pursuant to the Weld County Code. The County will not withhold any taxes from monies paid to the Contractor hereunder and the Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the County shall have no obligations under this Agreement after, nor shall any payments be made to the Contractor in respect of any period after December 31 of any year, without an appropriation therefore by the County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution. Article X, Sec. 20). Commission will be at rates proposed under Option #1 of the Contractor's Response to the County's Request for Bid. Commission will be paid on gross sales defined as gross sales minus applicable sales tax. The Contractor shall submit monthly to the County's designated representative, as listed in this Agreement, the total commission of all machines and a Commission Statement as indicated in the Contractor's Response to the County's Request for Bid. Product prices may be adjusted annually at a rate equal to the greater of the then -current, relevant rate published for the Employment Cost Index or the Consumer Price Index. The Contractor and the County will work together regarding the implementation of the price increases. 7. Independent Contractor. The Contractor agrees that it is an independent Contractor and that the Contractor's officers, agents or employees will not become employees of the County, nor entitled to any employee benefits from the County as a result of the execution of this Agreement. The Contractor shall perform its duties hereunder as an independent Contractor. The Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. The Contractor, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through the County and the County shall not pay for or otherwise provide such coverage for the Contractor or any of its agents or employees. 8. Subcontractors. The Contractor acknowledges that the County has entered into this Agreement in reliance upon the particular reputation and expertise of the Contractor. The Contractor shall not enter into any subcontractor agreements that are outside Contractor's current and standard procedures without the County's prior written consent, which may be withheld in the County's sole discretion. 9. Ownership. All work and information obtained by the Contractor under this Agreement or individual work order that is non-food service in nature shall become or remain (as applicable), the property of the County. The County has no right, title, or interest to equipment or products furnished by Contractor, and the County shall not move, alter, assert or disturb rights, title, or interest to any equipment, inventory, or other property furnished or installed by Contractor under this Agreement. 10. Confidentiality. Confidential financial information of the Contractor should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, the Contractor is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. The Contractor agrees to keep confidential all of the County's confidential information. The Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. The Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this agreement. 11. Warranty. The Contractor warrants that the services performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. The Contractor further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. 12. Acceptance of Services Not a Waiver. In no event shall any action by the County hereunder constitute or be construed to be a waiver by the County of any breach of this Agreement or default, which may then exist on the part of the Contractor. Acceptance by the County of, or payment for, the services completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance and Indemnification. General Requirements: Contractors/Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. The Contractors/Contract Professionals shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of the Contractor/Contract Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Agreement by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor stipulates that it has met the insurance requirements identified herein. The Contractor shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. Indemnity: Each party shall be responsible for all claims for compensation, for any loss, damage, personal injury, or death occurring as a consequence of its willful, intentional or negligent actions or omissions. Each party shall be fully responsible and liable for any and all injuries or damage received or sustained by any third parties, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. Types of Insurance: The Contractor/Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contractor's employees acting within the course and scope of their employment. This requirement shall not apply when a Contractor or subcontractor is exempt under the Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance with the minimum limits as follows: $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal Advertising injury Automobile Liability: T h e Contractor/Contract Professional shall maintain limits of $1,000,000 for bodily injury and property damage combined single limit applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used by Contractor/Contract Professional in the performance of this Agreement. Proof of Insurance: The County reserves the right to require the Contractor/Contract Professional to provide a certificate of insurance, as proof of insurance as required herein to County's Risk Administrator in his sole discretion. Additional Insured: For general liability and auto liability, the Contractor/Contract Professional's insurer shall name Weld County as an additional insured. Subcontractors: All subcontractors, subcontractors, independent Contractors, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage required of the Contractor/Contract Professional. The Contractor/Contract Professional shall ensure that all subcontractors maintain the required coverage. The Contractor/Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contractors, sub -vendors suppliers or other entities upon request by the County. 14. Non -Assignment. The Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of the County, unless such assignment or transfer is within the Contractor's current and standard procedures. Any attempts by the Contractor to assign or transfer its rights in such a manner inconsistent with the terms as provided hereunder, the County shall, at the option of the County, automatically terminate this Agreement and all rights of the Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of the County. 15. Examination of Records. To the extent required by law, the Contractor agrees that a duly authorized representative of the County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of the Contractor, involving all matters and/or transactions related to this Agreement. Any duly authorized representative of the County must be approved by Contractor, whose approval shall not be unreasonably withheld. The Contractor agrees to maintain these documents for three (3) years from the last date of services received. 16. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 17. Notices. The County may designate, prior to commencement of work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to these services. All requests for Agreement interpretations, change orders, and other clarification or instruction shall be directed to the County Representative. The County Representative for purposes of this Agreement is hereby identified as, Doug Erler, Director, Weld County Justice Services Department or his designee, Dianna Campbell, Alternative Programs (Work Release) Director_ Either party may change its notice address(es) by written notice to the other. Notification Information: Contractor: Compass Group USA, Inc., by and through its Canteen Vending Services Division Attn: Chris Hulick. Division President Address: 5000 Hopyard Rd., Suite 322, Pleasanton, CA 94588 With a copy to: Compass Group USA, Inc. Attn: (i) General Counsel; and (ii) President, Canteen Refreshment Services Division 2400 Yorkmont Road Charlotte, NC 28217 Facsimile: 704-328-7998 & 704-424-5037 Weld County: Name: Doug Erler Position: Director, Weld County Justice Services Department Address: 915 10`'' Street, #334 Greeley, CO 80634 E-mail: derler@co.weld.co.us Facsimile: 970-392-4677 18. Compliance with Law. The Contractor shall strictly comply with all applicable Federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 19. Exclusive Agreement. This Agreement is exclusive and the County may not engage or use other Contractors or persons to perform services of the same or similar nature. 20. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire Agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 21. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by the County does not create an obligation on the part of the County to expend funds not otherwise appropriated in each succeeding year. 22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24- 50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §24-10-101 et seq., as applicable now or hereafter amended. 25. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 26. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 27. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, the Contractor agrees that the Weld County/19`h Judicial District Court shall have exclusive jurisdiction to resolve said dispute. 28. Public Contracts for Services C.R.S. §8-17.5-101. The Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement. The Contractor will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). The Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. The Contractor shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while this Agreement is being performed. If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien the Contractor shall notify the subcontractor and the County within three (3) days that the Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. The Contractor shall not terminate the contract if within three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. The Contractor shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and Employment. If the Contractor participates in the State of Colorado program, the Contractor shall, within twenty (20) days after hiring any new employee to perform work under the Agreement, affirm that the Contractor has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. The Contractor shall deliver to the County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If the Contractor fails to comply with any requirement of this provision or of C.R.S. § 8-17.5-101 et seq., the County, may terminate this Agreement for breach, and if so terminated, the Contractor shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if the Contractor receives federal or state funds under the Agreement, the Contractor must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the Agreement. If the Contractor operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the Agreement. Acknowledgment. The County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits, is the complete and exclusive statement of Agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. [Signalure Page Follows] IN WITNESS WHEREOF, the parties hereto sign this Agreement. CONTRACTOR: COMPASS GROUP USA, INC., BY AND THROUGH ITS CANTEEN VENDING SERVICES DIVISION By: Chris Hulick Division President 1,tusl;s Date WELD CO ATTEST: Weld ' • ,y Clerk to th- ' oard BY: gdiateo`. 4i BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO auk Deputy CI k to the BoMike Freeman, Chair APPROVED AS TO FUN -0.0.4444 Controller APPROVED AS TO FORM: Coun y ' ttorney DEC 282016 PROVED AS TO SUBSTANCE: Department ead te- Director ofi (/ ©/6 d[/ `71 canteen" August 3, 2018 To: Dianna Campbell Subject: Contract #2016-3845 Dianna, This letter is to request an increase in price on the following items: 20 ounce soft drinks from $1.50 to $1.75 16 ounce energy drinks from $2.50 to $2.75 We would like to put these prices into effect on Monday August 13th. Thank you for your consideration in this matter. Sincerely, G Rob Reckard Canteen �ovim .tti ,LcAto rt s g -o8 -l8 (DE') O$ -o b -l8 2018-2521 Z.50005 Esther Gesick From: Sent: To: Subject: Attachments: CTB Team, Doug Erler Friday, August 3, 2018 3:06 PM CTB For Consent Agenda Item 20180803134146347. pd f Please place the attached on a future agenda as a Consent Agenda Item — Correspondence. I reviewed with Bob Choate and we agree current contract we have with this vendor (Canteen) allows them to make certain price adjustments without the prior approval of the Board. Vendor services are at Work Release Facility. Justice Services Department is okay with it. Change would be effective August 13, 2018. Please tether to Contract #2016-3845 in Tyler. Thank you. Doug Erler, Director Weld County Justice Services Department 915 10th Street, #334 P.O. Box 758 Greeley, CO 80632 Office: 970-400-4847 Mobile: 970-673-2829 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. J. RESOLUTION RE: APPROVE AGREEMENT FOR VENDING SERVICES AND AUTHORIZE CHAIR TO SIGN - COMPASS GROUP, USA, INC., CANTEEN VENDING SERVICES 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 an Agreement for 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 Department of Justice Services, and Compass Group, USA, Inc., Canteen Vending Services Division, commencing January 1, 2017, and ending December 31, 2017, 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 Agreement for 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 Department of Justice Services, and Compass Group, USA, Inc., Canteen Vending Services 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 above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 28th day of December, A.D., 2016. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: doh ;vk, Weld County Clerk to the Board BY: Deputy Clerk to the Board D AS unty Attorney Date of signature: OW DI 11 Mike Freeman, Chair • Sean P. Conway,, Pro-Te Steve Moreno cc, : Ss C OE) olilq/17 /21 IP 2016-3845 JS0005 Justice Services Department 915 10th Street, #334 - P.O. Box 758 Greeley, CO 80632 Phone: (970) 336-7227 Fax: (970) 392-4677 December 28, 2016 To: Board of County Commissioners From: Doug Erler, Director Re: Consider Agreement between Weld County and Compass Group U.S.A., Inc. through its Canteen Vending Services Division and Authorize Chair to Sign This item was originally presented to you as a Pass Around on 12/1/16. Back in 2006, the Sheriff's Office entered into a vending machine agreement with Canteen Vending Services. That agreement expired about five (5) years ago, although Canteen has been continuing its services. As part of the transition of the Work Release program to our department, I worked with Trevor Jiricek and his team to draft an informal Request for Bid (RFB) solicitation. Three (3) bids were received. After meeting with the bidders, reviewing and tabulating their bids, Canteen was selected. This decision was based on Canteen's past good performance, their proposed enhancements to services, upgrades to existing equipment, improved billing and invoice processing and better commission percentage to Weld County, and without increasing prices to our consumer offender clientele. I then drafted the attached Agreement of which Frank Haug and Canteen officials reviewed both expressing no objections. It now comes before you for your final review and approval. Thank you. 2016-3845 WELD COUNTY AGREEMENT FOR SERVICES BETWEEN WELD COUNTY & CANTEEN VENDING SERVICES THIS AGREEMENT is made and entered into this .6 day of December, 2016, by and between the County of Weld, a body corporate and politic of the State of Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 hereinafter referred to as the "County," and Compass Group USA, Inc., by and through its Canteen Vending Services Division, a corporation, whose principal place of business is 2400 Yorkmont Road, Charlotte, NC 28217, hereinafter referred to as the "Contractor." WHEREAS, the County requires an independent contractor to perform the services required by the County and set forth in Exhibits A and B; and WHEREAS, the Contractor is willing to perform and has the specific ability to perform the required services at or below the cost set forth in Exhibit A and B: WHEREAS, the Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the equipment, materials and services as set forth below; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Introduction. The terms of this Agreement are contained in the terms recited in this document and in Exhibits A and B, each of which forms an integral part of this Agreement. Exhibits A and B are specifically incorporated herein by this reference. The County and Contractor acknowledge and agree that this Agreement, including specifically Exhibits A and B define the performance obligations of the Contractor and Contractor's willingness and ability to meet those requirements. In the event of any conflict between any Exhibits and the body of this document, the terms found in the body of this document shall control. Exhibit A consists of the County's Request for Bid (RFB) as set forth in "Bid Package No. B 1600161." The RFP contains all of the specific requirements of the County. Exhibit B consists of the Contractor's Response to the County's Request for Bid. The Response confirms the Contractor's obligations under this Agreement. 2. Service or Work. The Contractor agrees to procure the materials, equipment and/or products necessary and agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete all services described in the Exhibits, which are attached hereto and incorporated herein by reference. The Contractor shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements of Exhibits A and B within the time limits prescribed by the County may result in the County's decision to withhold payment or to terminate this Agreement. In addition, the County shall be responsible for any damage to the equipment caused by the willful or negligent acts or omissions of the County, its agents, or employees. 3. Term. The term of this Agreement begins upon the date of the execution of this Agreement by the County, and shall continue through and until the Contractor's completion of the responsibilities described in Exhibits A and B. Both of the parties to this Agreement understand and agree that the laws of the State of Colorado prohibit the County from entering into Agreements, which bind the County for periods longer than one (1) year. Therefore, within the thirty (30) days preceding the anniversary date of this Agreement, the County shall notify the Contractor if it wishes to renew this Agreement. 4. Termination. The County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, either party may terminate this Agreement upon thirty (30) days' prior written notice in the event of an uncured material breach of the terms of this Agreement by the other party. Upon termination, the County shall take possession of all materials, equipment, tools and facilities owned by the County that the Contractor is using, by whatever method it deems expedient; and, the Contractor shall deliver to the County all drawings, drafts or other documents it has completed or partially completed under this Agreement that are non-food service in nature, together with all other items, materials and documents which have been paid for by the County, and these items, materials and documents shall be the property of the County. Upon termination of this Agreement by the County, the Contractor shall have no claim of any kind whatsoever against the County by reason of such termination or by reason of any act incidental thereto, except for compensation for work satisfactorily performed and/or materials described herein properly delivered. 5. Extension or Modification. Any amendments or modifications to this Agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until the Contractor has obtained written authorization and acknowledgement by the County for such additional services. 6. Compensation/Contract Amount. The Contractor acknowledges no payment will be made by the County for services or equipment described herein in the Exhibits, unless a "change order" authorizing such additional payment is specifically approved by Weld County, or by formal resolution of the Weld County Board of Commissioners, as required pursuant to the Weld County Code. The County will not withhold any taxes from monies paid to the Contractor hereunder and the Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the County shall have no obligations under this Agreement after, nor shall any payments be made to the Contractor in respect of any period after December 31 of any year, without an appropriation therefore by the County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). Commission will be at rates proposed under Option #1 of the Contractor's Response to the County's Request for Bid. Commission will be paid on gross sales defined as gross sales minus applicable sales tax. The Contractor shall submit monthly to the County's designated representative, as listed in this Agreement, the total commission of all machines and a Commission Statement as indicated in the Contractor's Response to the County's Request for Bid. Product prices may be adjusted annually at a rate equal to the greater of the then -current, relevant rate published for the Employment Cost Index or the Consumer Price Index. The Contractor and the County will work together regarding the implementation of the price increases. 7. Independent Contractor. The Contractor agrees that it is an independent Contractor and that the Contractor's officers, agents or employees will not become employees of the County, nor entitled to any employee benefits from the County as a result of the execution of this Agreement. The Contractor shall perform its duties hereunder as an independent Contractor. The Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. The Contractor, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through the County and the County shall not pay for or otherwise provide such coverage for the Contractor or any of its agents or employees. 8. Subcontractors. The Contractor acknowledges that the County has entered into this Agreement in reliance upon the particular reputation and expertise of the Contractor. The Contractor shall not enter into any subcontractor agreements that are outside Contractor's current and standard procedures without the County's prior written consent, which may be withheld in the County's sole discretion. 9. Ownership. All work and information obtained by the Contractor under this Agreement or individual work order that is non-food service in nature shall become or remain (as applicable), the property of the County. The County has no right, title, or interest to equipment or products furnished by Contractor, and the County shall not move, alter, assert or disturb rights, title, or interest to any equipment, inventory, or other property furnished or installed by Contractor under this Agreement. 10. Confidentiality. Confidential financial information of the Contractor should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, the Contractor is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. The Contractor agrees to keep confidential all of the County's confidential information. The Contractor agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the County. The Contractor agrees to advise its employees, agents, and consultants, of the confidential and proprietary nature of this confidential information and of the restrictions imposed by this agreement. 11. Warranty. The Contractor warrants that the services performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. The Contractor further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. 12. Acceptance of Services Not a Waiver. In no event shall any action by the County hereunder constitute or be construed to be a waiver by the County of any breach of this Agreement or default, which may then exist on the part of the Contractor. Acceptance by the County of, or payment for, the services completed under this Agreement shall not be construed as a waiver of any of the County's rights under this Agreement or under the law generally. 13. Insurance and Indemnification. General Requirements: Contractors/Contract Professionals must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or services provided pursuant to this request. The Contractors/Contract Professionals shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of the Contractor/Contract Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Agreement by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor stipulates that it has met the insurance requirements identified herein. The Contractor shall be responsible for the professional quality, technical accuracy, and quantity of all services provided, the timely delivery of said services, and the coordination of all services rendered by the Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. Indemnity: Each party shall be responsible for all claims for compensation, for any loss, damage, personal injury, or death occurring as a consequence of its willful, intentional or negligent actions or omissions. Each party shall be fully responsible and liable for any and all injuries or damage received or sustained by any third parties, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement. Types of Insurance: The Contractor/Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contractor's employees acting within the course and scope of their employment. This requirement shall not apply when a Contractor or subcontractor is exempt under the Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance with the minimum limits as follows: $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal Advertising injury Automobile Liability: T h e Contractor/Contract Professional shall maintain limits of $1,000,000 for bodily injury and property damage combined single limit applicable to all vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned vehicles used by Contractor/Contract Professional in the performance of this Agreement. Proof of Insurance: The County reserves the right to require the Contractor/Contract Professional to provide a certificate of insurance, as proof of insurance as required herein to County's Risk Administrator in his sole discretion. Additional Insured: For general liability and auto liability, the Contractor/Contract Professional's insurer shall name Weld County as an additional insured. Subcontractors: All subcontractors, subcontractors, independent Contractors, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage required of the Contractor/Contract Professional. The Contractor/Contract Professional shall ensure that all subcontractors maintain the required coverage. The Contractor/Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contractors, sub -vendors suppliers or other entities upon request by the County. 14. Non -Assignment. The Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of the County, unless such assignment or transfer is within the Contractor's current and standard procedures. Any attempts by the Contractor to assign or transfer its rights in such a manner inconsistent with the terms as provided hereunder, the County shall, at the option of the County, automatically terminate this Agreement and all rights of the Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of the County. 15. Examination of Records. To the extent required by law, the Contractor agrees that a duly authorized representative of the County, including the County Auditor, shall have access to and the right to examine and audit any books, documents, papers and records of the Contractor, involving all matters and/or transactions related to this Agreement. Any duly authorized representative of the County must be approved by Contractor, whose approval shall not be unreasonably withheld. The Contractor agrees to maintain these documents for three (3) years from the last date of services received. 16. Interruptions. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions. 17. Notices. The County may designate, prior to commencement of work, its project representative ("County Representative") who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to these services. All requests for Agreement interpretations, change orders, and other clarification or instruction shall be directed to the County Representative. The County Representative for purposes of this Agreement is hereby identified as, Doug Erler, Director, Weld County Justice Services Department or his designee, Dianna Campbell, Alternative Programs (Work Release) Director. Either party may change its notice address(es) by written notice to the other. Notification Information: Contractor: Compass Group USA, Inc., by and through its Canteen Vending Services Division Attn: Chris Hulick, Division President Address: 5000 Hopyard Rd., Suite 322, Pleasanton, CA 94588 With a copy to: Compass Group USA, Inc. Attn: (i) General Counsel; and (ii) President, Canteen Refreshment Services Division 2400 Yorkmont Road Charlotte, NC 28217 Facsimile: 704-328-7998 & 704-424-5037 Weld County: Name: Doug Erler Position: Director, Weld County Justice Services Department Address: 915 10th Street, #334 Greeley, CO 80634 E-mail: derler@co.weld.co.us Facsimile: 970-392-4677 18. Compliance with Law. The Contractor shall strictly comply with all applicable Federal and State laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. 19. Exclusive Agreement. This Agreement is exclusive and the County may not engage or use other Contractors or persons to perform services of the same or similar nature. 20. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto and incorporated herein, contains the entire Agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiations, representations, and understandings or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 21. Fund Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by the County does not create an obligation on the part of the County to expend funds not otherwise appropriated in each succeeding year. 22. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24- 50-507. The signatories to this Agreement state that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. 23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 24. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §24-10-101 et seq., as applicable now or hereafter amended. 25. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. 26. Board of County Commissioners of Weld County Approval. 'Phis Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 27. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute between the parties, the Contractor agrees that the Weld County/19`h Judicial District Court shall have exclusive jurisdiction to resolve said dispute. 28. Public Contracts for Services C.R.S. §8-17.5-101. The Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement. The Contractor will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). The Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. The Contractor shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while this Agreement is being performed. If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien the Contractor shall notify the subcontractor and the County within three (3) days that the Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. The Contractor shall not terminate the contract if within three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. The Contractor shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and Employment. If the Contractor participates in the State of Colorado program, the Contractor shall, within twenty (20) days after hiring any new employee to perform work under the Agreement, affirm that the Contractor has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. The Contractor shall deliver to the County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If the Contractor fails to comply with any requirement of this provision or of C.R.S. § 8-17.5-101 et seq., the County, may terminate this Agreement for breach, and if so terminated, the Contractor shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if the Contractor receives federal or state funds under the Agreement, the Contractor must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the Agreement. If the Contractor operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5-103 prior to the effective date of the Agreement. Acknowledgment. The County and Contractor acknowledge that each has read this Agreement, understands it and agrees to be bound by its terms. Both parties further agree that this Agreement, with the attached Exhibits, is the complete and exclusive statement of Agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. [Signature Page Follows] Deputy CI APPROVED AS TO FUN Controller APPROVED AS TO FORM: County Attorney IN WITNESS WHEREOF, the parties hereto sign this Agreement. CONTRACTOR: COMPASS GROUP USA, INC., BY AND THROUGH ITS CANTEEN VENDING SERVICES DIVISION By: I‘SILR Chris Hulick ln Division President Date rt./log.0 Ico WELD C G�D�� TORY: SC J ATTEST: �j � BOARD OF COUNTY COMMISSIONERS Weld y Clerk to the r oard WELD COUNTY, COLORADO BY: ''�i .iJ !�/..�...� .10 Mike Freeman, Chair DEC 282016 PROVED AS TO SUBSTANCE: Department C Director of Gene ceo/7-05P715' Exhibit A Request for Bid (Bid Package No. 8160016) Exhibit B Contractor's Response to the County's Request for Bid REQUEST FOR BID WELD COUNTY, COLORADO 1150 O STREET GREELEY, CO 80631 DATE: 9/28/16 BID NUMBER: B1600161 DESCRIPTION: VENDING MACHINE SERVICES DEPARTMENT: JUSTICE SERVICES- WORK RELEASE FACILITY MANDATORY PRE -BID CONFERENCE DATE: 10/13/16 @ 9:00AM BID OPENING DATE: 10/27/16 @ 10:00 AM 1. NOTICE TO BIDDERS: The Board of County Commissioners of Weld County, Colorado, by and through its Director of General Services (collectively referred to herein as, "Weld County'), wishes to purchase the following: VENDING MACHINE SERVICES AT WELD COUNTY WORK RELEASE FACILITY A mandatory pre -bid conference will be held at 9:00 a.m., on Thursday, October 13th, 2016 at the site located at 1390 North 17th Avenue, Greeley, CO 80631. Bidders must participate and record their presence at the pre -bid conference to be allowed to submit bids. Bids will be received at the Office of the Weld County Purchasing Department in the Weld County Administrative Building, 1150 O Street Room #107 Greeley CO 80631 until: Thursday, October 27°i, @10:00am (Weld County Purchasing Time Clock), PAGES 1- 8 OF THIS REQUEST FOR BIDS CONTAIN GENERAL INFORMATION FOR THE REQUEST NUMBER REFERRED TO ABOVE. NOT ALL OF THE INFORMATION CONTAINED IN PAGES 1-8 MAY BE APPLICABLE FOR EVERY PURCHASE. BID SPECIFICS FOLLOW PAGE 8. 2. INVITATION TO BID: Weld County requests bids for the above -listed merchandise, equipment, and/or services. Said merchandise and/or equipment shall be delivered to the location(s) specified herein Bids shall include any and all charges for freight, delivery, containers, packaging, less all taxes and discounts, and shall, in every way, be the total net price, whichthe bidder will expect the Weld County to pay if awarded the bid. You can find bid information on the Weld County Purchasing website at http://www.co.weld.co.us/Departments/Purchasing/index.html located under Current Request for Bids. Weld County Government is a member of the Rocky Mountain E -Purchasing System. The Rocky Mountain E -Purchasing System (BidNet Direct ®) is an on-line notification system that is being utilized by multiple governmental entities. Participating entities post their bids, quotes, proposals, addendums, and awards on this one centralized system. Did Delivery to Weld County — 3 methods: 1. Email. Emailed bids are preferred. Bids may be emailed to: bidss@weeIdgov.com. Emailed bids must include the following statement on the email: "I hereby waive my right to a sealed bid." An email confirmation will be sent when we receive your bid/proposal. If more than one copy of the bid is requested, you must submit/mail hard copies of the bid proposal. B1600161 1 2. Facsimile. Bids may be faxed to 970-336-7226 attention "Purchasing." The vendor must include the following statement on the facsimile: "I hereby waive my right to a sealed bid." If more than one (1) copy of the bid is requested, you must submit/mail hard copies of the bid proposal. 3. Mail or Hand Delivery. Mailed (or hand delivered) bids should be sent in a sealed envelope with the bid title and bid number on it. Please address to: Weld County Purchasing Department, 1150 O Street, Room #107 Greeley, CO 80631. Please call Purchasing at 970-336-7225 if you have any questions. 3. INSTRUCTIONS TO BIDDERS: INTRODUCTORY INFORMATION Bids shall be typewritten or written in ink on forms prepared by the Weld County Purchasing Department. Each bid must give the full business address of bidder and be signed by him with his usual signature. Bids by partnerships must furnish the full names of all partners and must be signed with the partnership name by one of the members of the partnership or by an authorized representative, followed by the signature and title of the person signing. Bids by corporations must be signed with the legal name of the corporation, followed by the name of the state of the incorporation and by the signature and title of the president, secretary, or other person authorized to bind it in the matter. The name of each person signing shall also be typed or printed below the signature. A bid by a person who affixes to his signature the word "president," "secretary," "agent," or other title without disclosing his principal, may be held to be the bid of the individual signing. When requested by the Weld County Director of General Services, satisfactory evidence of the authority of the officer signing on behalf of a corporation shall be furnished. A power of attorney must accompany the signature of anyone not otherwise authorized to bind the Bidder. The person signing the bid shall initial all corrections or erasures. All bidders shall agree to comply with all of the conditions, requirements, specifications, and/or instructions of this bid as stated or implied herein. All designations and prices shall be fully and clearly set forth. All blank spaces in the bid forms shall be suitably filled in. Bidders are required to use the Proposal Forms, which are included in this package and on the basis indicated in the Bid Forms. The Bid Proposal must be filled out completely, in detail, and signed by the Bidder. Late or unsigned bids shall not be accepted or considered. It is the responsibility of the bidder to ensure that the bid arrives in the Weld County Purchasing Department on or prior to the time indicated in Section 1, entitled, "Notice to Bidders." Bids received prior to the time of opening will be kept unopened in a secure place. No responsibility will attach to the Weld County Director of General Services for the premature opening of a bid not properly addressed and identified. Bids may be withdrawn upon written request to and approval of the Weld County Director of General Services; said request being received from the withdrawing bidder prior to the time fixed for award. Negligence on the part of a bidder in preparing the bid confers no right for the withdrawal of the bid after it has been awarded. Bidders are expected to examine the conditions, specifications, and all instructions contained herein, failure to do so will be at the bidders' risk. In accordance with Section 14-9(3) of the Weld County Home Rule Charter, Weld County will give preference to resident Weld County bidders in all cases where said bids are competitive in price and quality. It is also understood that Weld County will give preference to suppliers from the State of Colorado, in accordance with C.R.S. § 30-11-110 (when it is accepting bids for the purchase of any books, stationery, records, printing, lithographing or other supplies for any officer of Weld County). Weld County reserves the right to reject any and all bids, to waive any informality in the bids, to award the bid to multiple vendors, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one vendor. In submitting the bid, the bidder agrees that the signed bid submitted, all of the documents of the Request for Proposal contained herein (including, but not limited to the product specifications and scope of services), the formal acceptance of the bid by Weld County, and signature of the Chair of the Board of County Commissioners, together constitutes a contract, with the contract date being the date of signature by the Chair of the Board of County Commissioners. B1600161 2 4. SUCCESSFUL BIDDER HIRING PRACTICES - ILLEGAL ALIENS Successful bidder certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Successful bidder will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E -Verify program or the State of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Successful bidder shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify with Successful bidder that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Successful bidder shall not use E -Verify Program or State of Colorado program procedures to undertake pre -employment screening or job applicants while this Agreement is being performed. If successful bidder obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien successful bidder shall notify the subcontractor and County within three (3) days that successful bidder has actual knowledge that a subcontractor is employing or contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving notice. Successful bidder shall not terminate the contract if within three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. Successful bidder shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Successful bidder participates in the State of Colorado program, successful bidder shall, within twenty days after hiring a new employee to perform work under the contract, affirm that Successful bidder has examined the legal work status of such employee, retained file copies of the documents, and not altered or falsified the identification documents for such employees. Successful bidder shall deliver to County, a written notarized affirmation that it has examined the legal work status of such employee, and shall comply with all of the other requirements of the State of Colorado program. If successful bidder fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so terminated, successful bidder shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if successful bidder receives federal or state funds under the contract, successful bidder must confirm that any individual natural person eighteen (18) years of age or older is lawfully present in the United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under the contract. If successful bidder operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it: (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. § 24- 76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. § 24-76.5- 103 prior to the effective date of the contract. 5. GENERAL PROVISIONS A. Fund Availability: Financial obligations of Weld County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. By acceptance of the bid, Weld County does not warrant that funds will be available to fund the contract beyond the current fiscal year. B. Confidential Information: Confidential financial information of the bidder should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, the successful bidder is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. C. Governmental Immunity: No term or condition of the contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other B1600161 3 provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. D. Independent Contractor: The successful bidder shall perform its duties hereunder as an independent contractor and not as an employee. He or she shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to the contract. Neither the successful bidder nor any agent or employee thereof shall be deemed an agent or employee of Weld County. The successful bidder and its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through Weld County and Weld County shall not pay for or otherwise provide such coverage for the successful bidder or any of its agents or employees. Unemployment insurance benefits will be available to the successful bidder and its employees and agents only if such coverage is made available by the successful bidder or a third party. The successful bidder shall pay when due all applicable employment taxes, income taxes, and local head taxes (if applicable) incurred pursuant to the contract. The successful bidder shall not have authorization, express or implied, to bind Weld County to any agreement, liability or understanding, except as expressly set forth in the contract. The successful bidder shall have the following responsibilities with regard to workers' compensation and unemployment compensation insurance matters: (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, and (b) provide proof thereof when requested to do so by Weld County. E. Compliance with Law: The successful bidder shall strictly comply with all applicable federal and state laws, rules and regulations in effect or hereafter established, including without limitation, laws applicable to discrimination and unfair employment practices. F. Choice of Law: Colorado law, and rules and regulations established pursuant thereto, shall be applied in the interpretation, execution, and enforcement of the contract. Any provision included or incorporated herein by reference that conflicts with said laws, rules and/or regulations shall be null and void. G. No Third Party Beneficiary Enforcement: It is expressly understood and agreed that the enforcement of the terms and conditions of the contract, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in the contract shall give or allow any claim or right of action whatsoever by any other person not included in the contract. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under the contract shall be an incidental beneficiary only. H. Attorney Fees/Legal Costs: In the event of a dispute between Weld County and the successful bidder, concerning the contract, the parties agree that Weld County shall not be liable to or responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of the successful bidder. 1. Disadvantaged Business Enterprises: Weld County assures that disadvantaged business enterprises will be afforded full opportunity to submit bids in response to all invitations and will not be discriminated against on the grounds of race, color, national origin, sex, age, or disability in consideration for an award. J. Procurement and Performance: The successful bidder agrees to procure the materials, equipment and/or products necessary and agrees to provide all services, labor, personnel and materials necessary to perform and complete the services with utmost diligence. The successful bidder shall further be responsible for the timely completion, and acknowledges that a failure to comply with the standards and requirements outlined in the Bid within the time limits prescribed by County may result in County's decision to withhold payment or to terminate this Agreement. K. Term: The term of this Agreement begins upon the date of the execution of this Agreement by Weld County, and shall continue through and until successful bidder's completion of the B1600161 4 responsibilities described in the Bid. L. Termination: Weld County has the right to terminate this Agreement, with or without cause on thirty (30) days written notice. Furthermore, this Agreement may be terminated at any time without notice upon a material breach of the terms of the Agreement. M. Extension or Modification: Any amendments or modifications to this Agreement shall be in writing signed by both parties. No additional services or work performed by the successful bidder shall be the basis for additional compensation unless and until the successful bidder has obtained written authorization and acknowledgement by County for such additional services. Accordingly, no claim that Weld County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. N. Subcontractors: The successful bidder acknowledges that Weld County has entered into this Agreement in reliance upon the particular reputation and expertise of the successful bidder. The successful bidder shall not enter into any subcontractor agreements for the completion of this Project without the County's prior written consent, which may be withheld in the County's sole discretion. Weld County shall have the right in its reasonable discretion to approve all personnel assigned to these services during the performance of this Agreement and no personnel to whom the County has an objection, in its reasonable discretion, shall be assigned to these services. The successful bidder shall require each subcontractor, as approved by the County and to the extent of the services to be performed by the subcontractor, to be bound to the successful bidder by the terms of this Agreement, and to assume toward the successful bidder all the obligations and responsibilities which the successful bidder, by this Agreement, assumes toward Weld County. The County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by the successful bidder and the successful bidder shall cooperate in such process. The successful bidder shall be responsible for the acts and omissions of its agents, employees and subcontractors. O. Warranty: The successful bidder warrants that services performed under this Agreement will be performed in a manner consistent with the standards governing such services and the provisions of this Agreement. The successful bidder further represents and warrants that all services shall be performed by qualified personnel in a professional and workmanlike manner, consistent with industry standards, and that all services will conform to applicable specifications. In addition to the foregoing warranties, the Contractor is aware that all work performed pursuant to this Agreement is subject to a one year warranty period during which the Contractor must correct any failures or deficiencies caused by the contractor's workmanship or performance. The bidder warrants that the goods to be supplied shall be merchantable, of good quality, and free from defects, whether patent or latent. The goods shall be sufficient for the purpose intended and conform to the minimum specifications herein. The successful bidder shall warrant that he or she has title to the goods supplied and that the goods are free and clear of all liens, encumbrances, and security interests. Service Calls: The successful bidder shall bear all costs for mileage, travel time, and service trucks used in the servicing (including repairs) of any of the goods to be purchased by Weld County, Colorado, pursuant to this bid for as many service calls as are necessary. Bidder shall submit with their bids the following information pertaining to the equipment upon which the bids are submitted: 1. Detailed equipment specifications to include any warranties. 2. Descriptive literature. P. Non -Assignment: The successful bidder may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of Weld County. Any attempts by the B1600161 5 successful bidder to assign or transfer its rights hereunder without such prior approval by Weld County shall, at the option of the County, automatically terminate this Agreement and all rights of the successful bidder hereunder. Such consent may be granted or denied at the sole and absolute discretion of Weld County. Q. Interruptions: Neither party to this Agreement shall be liable to the other for delays in delivery or failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes, war, flood, earthquakes or governmental actions. R. Non -Exclusive Agreement: This Agreement is nonexclusive and Weld County may engage or use other contractors or persons to perform services of the same or similar nature. S. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. The signatories to this Agreement agree that to their knowledge, no employee of Weld County has any personal or beneficial interest whatsoever in the service or property which is the subject matter of this Agreement. Weld County has no interest and shall not acquire any interest direct or indirect, that would in any manner or degree interfere with the performance of the successful bidder's services and the successful bidder shall not employ any person having such known interests. During the term of this Agreement, the successful bidder shall not engage in any business or personal activities or practices or maintain any relationships which actually conflicts with or in any way appear(s) to conflict with the full performance of its obligations under this Agreement. Failure by the successful bidder to ensure compliance with this provision may result, in the County's sole discretion, in immediate termination of this Agreement. No employee of the successful bidder nor any member of the successful bidder's family shall serve on a Weld County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises the successful bidder's operations, or authorizes funding to the successful bidder. T. Severability: If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. U. Binding Arbitration Prohibited: Weld County does not agree to binding arbitration by any extra- judicial body or person. Any provision to the contrary in the contract or incorporated herein by reference shall be null and void. V. Board of County Commissioners of Weld County Approval: This Agreement shall not be valid until the Board of Commissioners of Weld County, Colorado or its designee has approved it. W. Compensation Amount: Upon the successful bidder's successful completion of the service, and the County's acceptance of the same, the County agrees to pay an amount no greater than the amount of the accepted bid. The successful bidder acknowledges no payment in excess of that amount will be made by Weld County unless a "change order" authorizing such additional payment has been specifically approved by the County's delegated employee, or by formal resolution of the Weld County Board of Commissioners, as required pursuant to the Weld County Code. X. Taxes: Weld County will not withhold any taxes from monies paid to the successful bidder hereunder and the successful bidder agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. The Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by Weld County. 6. INSURANCE REQUIREMENTS General Requirements: Successful bidders must secure, at or before the time of execution of any agreement or commencement of any work, the following insurance covering all operations, goods or B1600161 6 services provided pursuant to this request. Successful bidders shall keep the required insurance coverage in force at all times during the term of the Agreement, or any extension thereof, and during any warranty period. An insurer licensed to do business in Colorado and rated by A.M. Best Company as "A" VIII or better shall underwrite the required insurance. Each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled or should any coverage be reduced before the expiration date thereof, the issuing company shall send written notice to the Weld County Director of General Services by certified mail, return receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is in excess of a deductible or self -insured retention, the successful bidder must notify the County. The successful bidder shall be responsible forthe payment of any deductible or self -insured retention. Weld County reserves the right to require successful bidder to provide a bond, at no cost to Weld County, in the amount of the deductible or self -insured retention to guarantee payment of claims. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of the successful bidder. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Successful bidder from liabilities that might arise out of the performance of the work under this contract by the successful bidder, its agents, representatives, employees, or subcontractors. The successful bidder shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The successful bidder is not relieved of any liability or other obligations assumed or pursuant to the contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The successful bidder shall maintain, at its own expense, any additional kinds or amounts of insurance that it may deem necessary to cover its obligations and liabilities under this Agreement. Any modification to these requirements must be made in writing by Weld County. The successful bidder stipulates that it has met the insurance requirements identified herein. The successful bidder shall be responsible for the professional quality, technical accuracy, and quantity of all materials and services provided, the timely delivery of said services, and the coordination of all services rendered by the successful bidder and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. INDEMNITY: The successful bidder shall defend, indemnify and hold harmless Weld County, its officers, agents, and employees, from and against injury, loss damage, liability, suits, actions, or claims of any type or character arising out of the work done in fulfillment of the terms of this Agreement or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the successful bidder to conform to any statutes, ordinances, regulation, law or court decree. The successful bidder shall be fully responsible and liable for any and all injuries or damage received or sustained by any person, persons, or property on account of its performance under this Agreement or its failure to comply with the provisions of the Agreement, or on account of or in consequence of neglect of the successful bidder in its methods or procedures; or in its provisions of the materials required herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It is understood and agreed that the successful bidder will be responsible for primary loss investigation, defense and judgment costs where this contract of indemnity applies. In consideration of the award of this contract, the successful bidder agrees to waive all rights of subrogation against Weld County its associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the successful bidder for Weld County. A failure to comply with this provision shall result in the County's right to terminate immediately this Agreement. Types of Insurance: The successful bidder shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the successful bidder's employees acting within the course and scope of their employment. The policy shall contain a waiver of subrogation against Weld County. This requirement shall not apply when a successful bidder or subcontractor is exempt under Colorado Workers' B1600161 7 Compensation Act., AND when such successful bidder or subcontractor executes the appropriate sole proprietor waiver form. Commercial General Liability Insurance for bodily injury, property damage, and liability assumed under an insured contract, and defense costs, with the minimum limits must be as follows: $1,000,000 each occurrence; $2,000,000 general aggregate; $2,000,000 products and completed operations aggregate; and $1,000,000 Personal Advertising injury. Automobile Liability: Successful bidder shall maintain limits of $1,000,000 for bodily injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all vehicles operating both on Weld County property and elsewhere, for vehicles owned, hired, and non - owned vehicles used in the performance of this Agreement. Successful bidders shall secure and deliver to Weld County at or before the time of execution of this Agreement, and shall keep in force at all times during the term of the Agreement as the same may be extended as herein provided, a commercial general liability insurance policy, including public liability and property damage, in form and company acceptable to and approved by said Administrator, covering all operations hereunder set forth in the Request for Bid. Proof of Insurance: Weld County reserves the right to require the successful bidder to provide a certificate of insurance, a policy, or other proof of insurance as required by the County's Risk Administrator in his sole discretion. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, the successful bidder's insurer shall name Weld County as an additional insured. Waiver of Subrogation: For all coverages, the successful bidder's insurer shall waive subrogation rights against Weld County. Subcontractors: All subcontractors, subcontractors, independent contractors, sub -vendors, suppliers or other entities providing goods or services required by this Agreement shall be subject to all of the requirements herein and shall procure and maintain the same coverage required of the successful bidder. Successful bidder shall include all such subcontractors, independent contractors, sub - vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors maintain the required coverages. Successful bidder agrees to provide proof of insurance for all such subcontractors, independent contractors, sub -vendors suppliers or other entities upon request by the County. The terms of this Agreement are contained in the terms recited in this Request for Bid and in the Response to the Bid each of which forms are an integral part of this Agreement. Those documents are specifically incorporated herein by this reference. B1600161 8 SPECIFICATIONS, SCOPE OF WORK AND PROPOSED PRICING: DESCRIPTION Weld County seeks interested parties, who would assume the responsibility, and without cost to Weld County, to install, maintain, operate and service food and beverage vending machines at the Weld County Alternative Programs ("Work Release") Facility. SCOPE OF SERVICES Weld County seeks to provide adult criminal offenders sentenced by a court of competent jurisdiction to the Work Release Facility, with nutritious food, snack and beverage choices. The successful bidder shall describe what vending machine options are available to meet the best vending needs for the Work Release Facility. Weld County does not provide onsite food services at its Work Release Facility and thereby seeks self-service vending machine solutions to which the occupants at the Work Release Facility may independently use to meet their dietary needs. Presently, the current contractor has 25 vending machines at the Work Release Facility. The successful bidder shall indicate what efficiencies can be implemented to include additional products, services and the projected benefits used to enhance Weld County. Fresh, frozen and refrigerated foods and carbonated and non -carbonated beverages, to include bottled water, are required. The successful bidder will encompass "market basket analysis and techniques" to ensure combinations of products and contents go well together. The initial agreement, issued as a result of this RFP, will be for a period of thirty six (36) months. The County shall have an option to renew the agreement for two (2) additional periods of one (1) year each, with the same terms and conditions. Each option is to be exercised no later than sixty (60) days prior to expiration. This agreement and/or any extension to the original period of a subject agreement shall be contingent upon the County's satisfaction with all products and services received during the preceding agreement period. Service Location Weld County Alternative Programs Facility 1390 N. 17th Ave. Greeley, CO 80631 2. Operates "24/7/365 days/per." 3. Operational capacity of 224 offenders (residents), with an average daily population of 165 offenders. 4. Up to 20 employees on site. 5. Elevator access to second floor. 6. No public access to machines. Main Contact(s) 1. Alternative Programs Director, Dianna Campbell (970) 400-2990, dcampbellaco.weld.co.us 2. Justice Services Department Director, Doug Erler (970) 400-4847, derleraco.weld.co.us Weld County Purchasing Contacts 1. Rose Everett or Marcia Walters at 970-336-7225 or reverettaco.weld.co.us or mwaltersaco.weld.co.us Products and Stocking 1. Products offered shall include a variety of beverages, snack food items and/or individual entr�e items such as low sugar, low calorie or non -trans -fat products. Options shall include but not limited to the following: A. Beverages — Assorted Snapple, assorted Gatorade, flavored water, plain water, assorted regular and 81600161 9 diet sodas, milk, coffee, and assorted juices. B. Snacks — Assorted granola bars, chips, nuts, cookies, candy bars and candy (no gum or microwavable popcorn). C. Entr�e Items — Fresh sandwiches, salads, fruit, yogurt, vegetables and dip, cheese, pudding, soups, Ramen soups/meals, and assorted pre-packaged microwavable meals, which include plastic utensils and condiments, as applicable. D. Personal Items — Laundry soap for coin operated machines and hygiene items (toothbrush, toothpaste, facial tissue, Band-Aids, and body/hair soap). E. Bill -Changing — Converting denominations of U.S. paper currency to coin. 2. The successful bidder shall ensure that no out of date products remain in any of the machines. Expiration dates shall be on each of the products for sale in any of the machines and shall clearly display the month and year of expiration. The successful bidder is responsible for the disposal of any expired products. 3. All sales tax and other taxes to be paid shall the responsibility of the awarded bidder. 4. The successful bidder shall regularly stock and maintain every week, all machines with food and beverages, prepared and dispensed according to all State and Local health standards. Weld County will be placed on a scheduled route by the successful bidder. 5. All food and beverage products shall be delivered and placed in the machines in their original wrappers or containers. 6. Weld County shall reserve the right to request or modify products that meet nutritional guidelines created by the State of Colorado or Weld County during the term of the agreement. 7. The successful bidder shall provide applicable nutrition facts/labels to Weld County prior to stocking products. 8. Weld County requests high quality products that are not damaged, out of date or recalled. In the event a product is recalled, the successful bidder shall notify, and without delay, the Main Contacts listed in this document. Products shall not be denoted on the United States Department of Agriculture "Current Recalls and Alerts" list, see http://www.fsis.usda.ciov/wps/portal/fsis/topics/recalls-and-public-health-alerts/current- recalls-and-alerts OR the U.S. Food and Drug Administration, "Recalls, Market Withdrawals, and Safety Alerts" list, see http://www.fda.gov/Safetv/Recalls/default.htm websites. Any recalled products must be removed from any and all machines within two (2) business days. Equipment, Placement and Installation 1. The successful bidder shall provide equipment that is modern and demonstrates latest technologies, to include bill -changing capabilities (in denominations of U.S. currency up to a $20 bill), credit/debit card readers, be electrically efficient, quiet, to include unit sales counting capabilities and be aesthetically pleasing and acceptable to Weld County. All selection buttons shall be easily usable, clearly display the products, package size and price for each item. 2. Machines supplied shall be the type approved or recognized by the National Sanitation Foundation, the National Automatic Merchandizing Association or as recognized by the State of Colorado or by the Weld County Health Department. 3. The successful bidder shall provide energy efficient equipment that have electronic timers, or occupancy sensors and controllers that allow each specific machine location to set the time of operation, which will shut off lighting in the machines and cycles the compressors to maintain all product temperatures. 4. The successful bidder shall furnish, install, maintain, service, repair and/or replace all vending machines to Weld County at the above noted locations at no charge to Weld County, unless otherwise agreed upon by the parties. B1600161 10 5. All machines shall be installed so as not to be obtrusive, cause any seepage or debris build-up underneath. Machines shall not obstruct the flow of foot traffic or interfere with emergency exits or access areas. Machines must be securely fastened to the wall, floor or other structure, or otherwise secured in such way as to prevent them from being rocked, bounced or tipped. 6. Weld County reserves the right to require machines be relocated to a different space within the same location. 7. All machines shall be the property of the successful bidder and of which the successful bidder shall be responsible for all maintenance, service, repair and movement of the machines. The successful bidder assumes all responsibility for damages caused by neglect, vandalism or any other cause. 8. All machines shall be maintained and in proper working order at all times. The awarded bidder shall maintain the cleanliness of all machines. It is the responsibility of the awarded bidder to clean the inside and the outside of all machines at each service visit, 9. Upon expiration or termination of the contract, the awarded bidder shall remove all products and machines within ten (10) business days of said notification by Weld County, or unless otherwise agreed upon by the parties. 10. All food products and vending machines must comply with Federal, State, City of Greeley and Weld County codes. Weld County Facility Requirements 1. Weld County will furnish at its own expense, all electricity, network connections, and water lines used for the operation of all vending machines of the awarded bidder. 2. Weld County will be responsible for making any improvements or modifications to the existing service location in order to accommodate the bidder's equipment and machines. 3. Requests for modifications to building structures, electrical systems, plumbing and/or any other part of the physical buildings of Weld County by the awarded bidder, shall be authorized, reviewed and approved by Weld County. 4. For machines that require external water source/connections, Weld County will ensure the source is from potable water supplies. 5. All machines vending perishable foods shall have a lock on the power cord plug to prevent accidental or intentional disconnection. 6. All machines will be properly wired and grounded to prevent electrical shock and will comply with applicable Federal, State and Local codes and professional standards. Service Calls and Repairs 1. Unless otherwise approved by the parties, service calls must be addressed within two (2) business days and repair or replacement of non-functional machines must be addressed by the awarded bidder within two (2) business weeks of notification by Weld County. 2. The awarded bidder shall provide names, telephone numbers and emails of service personnel within its proposal. Weld County reserves the right to terminate its contract if the awarded bidder does not respond to service calls for inoperative machines, and/or for conspicuously low product stocking. 3. Restocking, collection of monies and preventative maintenance on any machines shall be done between B1600161 11 the hours of 8:00 AM to 5:00 PM, Monday through Friday, (excluding recognized holidays by Weld County), otherwise agreed by the parties and for urgent circumstances. 4. The awarded bidder shall have a written refund policy/procedure, to include appropriate timelines, for the listed Main Contacts contained in this document, or their designees to follow that allows customers requesting a refund for damaged goods or do not receive a product for their money due to a malfunction of a machine to receive said refund. Weld County shall not be responsible for issuing refunds. Service Performance 1. Weld County and the awarded bidder shall meet on a scheduled basis or as -needed, to review sales and modify product selection when necessary. The Main Contacts listed in this document or their designees, shall immediately notify the awarded bidder of any service deficiencies including, but not limited to the following: A. Failure to respond to service calls as prescribed above; B. Any machine not maintained or kept in good working order; C. Malfunctioning machines that are not repaired or replaced as prescribed above; and/or D. Expired food not removed or products not rotated. 2. If repeated deficiencies occur over a thirty (30) day period, Weld County shall give a written cure notice to the awarded bidder stating the deficiencies. Unless the deficiencies are corrected within the thirty (30) days, from said notice by Weld County, Weld County reserves the right to terminate the contract immediately. Commission Payment and Report of Sales 1. The awarded bidder shall indicate in their proposal the percentage (%) rate for the gross revenue they shall pay Weld County. Commission must be based on actual sales. The awarded bidder shall provide price lists with their proposals for the products that will be sold in the vending machines. The price lists submitted with the proposal shall include pricing data adequate to establish the reasonableness of the proposed percentage rate. The awarded bidder shall base the percentage rate offered on the price lists submitted. If Weld County cannot determine a correlation of the proposed percentage rate with the pricing submitted, it may be cause for non -award. 2. Weld County will entertain promotional offers. The successful bidder shall describe all incentives and/or promotions and the terms and conditions of such offers as part of its proposal response. 3. The successful bidder shall provide to the Main Contacts contained herein, monthly sales reports referencing each machine and location, and indicating the following minimum information for each location. A. Total gross sales per machine; and, a summary of gross sales for all machines. B. Commission payable based on total gross sales. Weld County reserves the right to request of the awarded bidder reports that provide (more) detail and what can be reasonably gathered by the bidder. 4. Bids shall include a sample of the reports that would be provided to Weld County, if awarded. Miscellaneous 1. There will be a pre -bid meeting. Bidders will be given the opportunity to view the location and provide initial pricing information, if so desired. 2. If there are questions concerning this bid, please send those to Weld County Purchasing contacts listed in this bid. Questions and Answers will be posted on the website. B1600161 12 3. The cutoff date for questions is 10/20/16 by 5pm. Response to questions will be posted on Friday, 10/21/16 by 5pm. The start date for services is Januarv/2017. This is an all -or -nothing bid. 4. Provide references of a minimum of three (3) other clients where similar services are provided. Bids will be received up to, but no later than 10/27/16 at 10:00 a.m. (WELD COUNTY PURCHASING TIME CLOCK). PROPOSED PRICING: PROPOSED PERCENTAGE (%) PROPOSED DELIVERY DATE The undersigned, by his or her signature, hereby acknowledges and represents that: 1. The bid proposed herein meets all of the conditions, specifications and special provisions set forth in the request for proposal for Request No. # B1600161 2. The quotations set forth herein are exclusive of any federal excise taxes and all other state and local taxes. 3. He or she is authorized to bind the below -named bidder for the amount shown on the enclosed proposal sheets. 4. The signed bid submitted, all of the documents of the Request for Proposal contained herein (including, but not limited to the product specifications and scope of services), the formal acceptance of the bid by Weld County, and signature of the Chair of the Board of County Commissioners, together constitutes a contract, with the contract date being the date of signature by the Chair of the Board of County Commissioners. 5. Weld County reserves the right to reject any and all bids, to waive any informality in the bids, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. FIRM BUSINESS ADDRESS CITY, STATE, ZIP CODE TELEPHONE NO FAX TAX ID # PRINTED NAME AND TITLE SIGNATURE E-MAIL DATE **THE SUCCESSFUL BIDDER SHALL PROVIDE A W-9 IF NOT ALREADY ON FILE** WELD COUNTY IS EXEMPT FROM COLORADO SALES TAXES. THE CERTIFICATE OF EXEMPTION NUMBER IS #98-03551-0000. YOU DO NOT NEED TO SEND BACK PAGES 1 - 8. B1600161 13 ATTEST: BOARD OF COUNTY COMMISSIONERS Weld County Clerk to the Board WELD COUNTY, COLORADO BY: Deputy Clerk to the Board Mike Freeman, Chair APPROVED AS TO SUBSTANCE: Elected Official or Department Head Director of General Services B1600161 14 canteen` October 2016 Weld County 1150O St. Greeley, CO 80631 It is with great pleasure that Canteen submits this proposal for the management of vending machine services at Weld County Work Release Facility. We look forward to your review of our program. More than a tag line, 'Always Fresh, Always On" is a statement about our products, equipment, service and commitment. As the nation's largest vending services company, our innovative solutions, wellness initiatives and exceptional service have kept us the industry leader for more than eight decades. What really sets us apart is our approach. We first listen to your needs through our What's Important to You process and then partner with you to develop a program built just for you. Thank you again for the opportunity. We look forward to presenting our solutions and earning your business. Sincerely, Qs # 4 A - • - Jennifer Kingery Regional Sales Director This proposal, designed specifically for Weld County, is confidential and proprietary to Compass Group USA Inc. (Compass) Except with prior written approval by Compass, dissemination to others outside of your organization is not allowed Weld County admits that Compass may be irreparably harmed by a violation of confidentiality by Weld County and, therefore, Compass shall be entitled to judicial equitable relief including injunction and specific performance, in the event of any breach of confidentiality by Weld County. This proposal is valid for 30 days after its presentation and/or delivery to you. www.canteen.com 123 Yuma St. I Denver. CO 80223 I Phone: 303-722-2861 I Fax: 303-722-0455 3. The cutoff date for questions is 10/20/16 by 5pm. Response to questions will be posted on Friday, 10/21/16 by 5pm. The start date for services is January/2017. This is an all -or -nothing bid. 4. Provide references of a minimum of three (3) other clients where similar services are provided. Bids will be received up to, but no later than 10/27/16 at 10:00 a.m. (WELD COUNTY PURCHASING TIME CLOCK). PROPOSED PRICING: PROPOSED PERCENTAGE (%) PROPOSED DELIVERY DATE The undersigned, by his or her signature, hereby acknowledges and represents that: 1. The bid proposed herein meets all of the conditions, specifications and special provisions set forth in the request for proposal for Request No. # B1600161 2. The quotations set forth herein are exclusive of any federal excise taxes and all other state and local taxes. 3. He or she is authorized to bind the below -named bidder for the amount shown on the enclosed proposal sheets. 4. The signed bid submitted, all of the documents of the Request for Proposal contained herein (including, but not limited to the product specifications and scope of services), the formal acceptance of the bid by Weld County, and signature of the Chair of the Board of County Commissioners, together constitutes a contract, with the contract date being the date of signature by the Chair of the Board of County Commissioners. 5. Weld County reserves the right to reject any and all bids, to waive any informality in the bids, and to accept the bid that, in the opinion of the Board of County Commissioners, is to the best interests of Weld County. FIRM Compass Group USA, Inc. by and through its Canteen Vending Services Division BUSINESS ADDRESS 2400 Yorkmont Road CITY, STATE, ZIP CODE Charlotte, NC 28217 TELEPHONE NO 925-847-1517 FAX 925-847-3043 PRINTED NAME AND TITLE Chris Hulick, Division President SIGNATURE • TAX ID # 56-1874931 ** E-MAIL Chris.Hulick@compass-usa.com DATE ikohits1b **THE SUCCESSFUL BIDDER SHALL PROVIDE A W-9 IF NOT ALREADY ON FILE* * WELD COUNTY IS EXEMPT FROM COLORADO SALES TAXES. THE CERTIFICATE OF EXEMPTION NUMBER IS #98-03551-0000. YOU DO NOT NEED TO SEND BACK PAGES 1 — 8. **Please be advised that Compass Group USA, Inc's proposal is subject to and conditioned upon the negotiation of a mutually favorable agreement. B1600161 13 ATTEST: BOARD OF COUNTY COMMISSIONERS Weld County Clerk to the Board WELD COUNTY, COLORADO BY: Deputy Clerk to the Board Mike Freeman, Chair APPROVED AS TO SUBSTANCE: Elected Official or Department Head Director of General Services B1600161 14 Form W�9 (Rev. August 2013) Department of the Treasury Internal Revenue Service Identification Request Number for Taxpayer and Certification Give Form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. Name (as shown on Compass Group your Income tax return) USA, Inc. Business name/disregarded entity name, if different from above Check ❑ appropriate Individual/sole box for federal tax classification: C tax Trust/estate Exemptions Exempt payee Exemption code (if any) (see Instructions): code (if any) 5 proprietor ✓ Corporation ❑ S Corporation ❑ Partnership ❑ company. Enter the ► classification (C=C corporation, S=S corporation, P=partnership) ► ❑ Limited liability from FATCA reporting ❑ Other (see instructions) Address (number, street, and apt. or suite no.) 2400 Yorkmont Road Requester's name and address (optional) City, state, and ZIP code Charlotte, NC 28217 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line Social security number to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Part II 11■ Employer Identification number Certification 5 6 1 8 7 4 9 3 1 Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. Sign Here Signature of U.S. person ► `�L ao- General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at www.irs.gov/w9. Information about any future developments affecting Form W-9 (such as legislation enacted after we release it) will be posted on that page. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, payments made to you in settlement of payment card and third party network transactions, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only If you are a U.S. person (Including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the Date lo i ;// �/7 —9 / / / [: i withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable Income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. Cat. No. 10231X Form W-9 (Rev. 8-2013) Legal Exceptions Required Changes The following items are required in your proposal or waivers are needed based upon the Compass Approvals Policy. Upon discussion with you, Compass Legal will develop the exceptions sheet to be included in the proposal. 1. Request for Bids ("RFB") pg. 2, Sec. 3 Instructions to Bidders: Introductory Information: Towards the bottom of the first paragraph the RFB states that all bidders shall agree to comply with all of the terms found within. We must state that Compass Group USA, Inc.'s (Compass") proposal is subject to and conditioned upon the negotiation of a mutually agreeable resulting contract between the parties. 2. RFB pg. 4, Sec. 5 General Provisions, Subsection J Procurement and Performance: Please note this section would allow Weld County ("Weld") to withhold payments or terminate the agreement if Compass fails to comply with any requirements in the subsequent agreement. Canteen policy typically requires we have an option to cure any default or failure. If an exception is not taken to allow some time to cure. Chris Hulick's approval will be required. 3. RFB pg. 5, Sec. 5 General Provisions, Subsection L Termination: Weld has the right to terminate the subsequent agreement without or without cause upon thirty (30) days' notice. Also, Weld can terminate immediately upon a default. Per Compass policy, we will need to have an ability to terminate the subsequent agreement. Per Canteen policy we typically require termination be limited to breach or reserving the right to cure default prior to termination. Without any exceptions taken, this will require Chris Hulick and Palmer Brown's approvals. 4. RFB pg. 5, Sec. 5 General Provisions, Subsection N Subcontractors: Weld reserves the right to, within reason, approve all personnel who are assigned to service Weld's services, including any subcontractors that Compass may hire. An exception to this portion is not required, but it is highly recommended we limit this right further. This subsection also requires Compass to be responsible for the acts and omissions of agents. employees, and subcontractors. This responsibility should be limited to those acts that are negligent and within the normal course of business. Chris Hulick will need to approve if no exception is taken. 5. RFB pg. 5, Sec. 5 General Provisions, Subsection O Warranty: Weld requires that Compass warrant its services for one year, and warrant the products and goods used are free from deficiencies and defects for the term of the agreement. First, an exception should be taken to the warranty of services as it really isn't applicable to vending services. Second, as a general rule, because Compass does not manufacture any of our products, we should never warrant that the products and goods used are free of defects. The goods warranty should be removed or at the very least limited to warranting to "the best of Compasss knowledge." Approvals will be required if no exceptions are taken. 6. RFB pg. 6-7, Sec. 6 Insurance Requirements, Subsection General Requirements: Please be advised that Compass reserves the right to mutually negotiate and agree upon the insurance terms that will be included in the resulting agreement. Consistent with Compass policy and its insures. Compass will require the following changes to this section: (i) The first sentence should read: "Successful bidders must secure, at or before the time of the execution of any agreement or commencement of any work, and to the extent insurable and an obligation of indemnification assumed by it under the resulting agreement, the following insurance covering all operations, goods or services provided pursuant to this request."; (ii) Delete "and during any warranty period" from the second sentence; (iii) The fourth sentence should read: "each policy shall contain a valid provision or endorsement stating "Should any of the above -described policies by canceled before the expiration date thereof. the issuing company shall send written notice to the Weld County Director of General Services."; (iv) The fifth sentence should read: "Such written notice shall be sent thirty (30) days prior to such cancellation and shall be issued in accordance with the notice provisions of such policies."; (v) Delete the sixth sentence; (vi) Delete the eighth sentence; (vii) The second sentence in the third paragraph under General Requirements should be removed as similar terms are addressed in other sections. 7. RFB pg. 7, Sec. 6 Insurance Requirements, Subsection Indemnity: Please be advised that the indemnity provisions only require Compass to indemnify, and not Weld. Also, the provisions require Compass to indemnify for acts covered under Workers' Compensation and broadly requires indemnification for any acts causing injury regardless if the acts are not negligent. If an exception is not taken to this section, Kristin Briotte's approval will be required. 8. RFB pg. 7-8, Sec. 6 Insurance Requirements, Subsection Workers' Compensation Insurance: Please be advised Compass will require the following changes to this section: (i) the second sentence should read: "The policy shall contain a waiver of subrogation against Weld County to the extent of insurable claims that are an obligation of indemnification assumed by successful bidder": (ii) with regard to the Colorado Workers' Compensation Act, Compass reserves the right to further review and discuss this act with Weld and negotiate mutually agreeable resulting terms pertaining thereto. 9. RFB pg. 8, Sec. 6 Insurance Requirements, Subsection Automobile Liability: Please be advised that Compass reserves the right to mutually negotiate and agree upon the insurance terms that will be included in the resulting agreement, including automobile liability insurance. 10. RFB pg. 9, Scope of Services: Please note that Weld has the sole ability to renew the agreement for an additional two year term, with the same terms and conditions. This could become an issue with product pricing and subsequent increases in prices. Without an exception taken. Chris Hulick and David Goldring will need to approve. 11. RFB pg. 10, Products and Stocking, Subsection 8: Please be advised that Compass has its own recall policy. If an exception is not taken to this section to state that recalls will be handled in accordance with Compass Corporate Recall policies, then you will need to run Subsection 8 by Quality Assurance in corporate to affirm that we can comply with its terms. 12. RFB pg. 12, Commission Payment and Report of Sales, Subsection 1: Please note that commissions must be based on gross sales. Canteen policy requires that commissions be based on net vending sales. If an exception is not taken, Chris Hulick and David Goldring will need to approve. TABLE OF CONTENTS Our Story Our Values 9 Our Company 10 Our People 12 Recruitment and Retention 13 Our Heroes 14 We Value Our Associates 15 Altogethergreat.com 16 Our Dedication to Training 17 Our Commitment to Safety 18 Our Commitment to Diversity 19 Innovation and Excellence Customers First - Canteen Connect 21 OneTicket 23 Client Business Reviews 24 We're Transparent 25 Sustainable Practices 26 Wellness Matters Canteen Wellness Solutions 30 Choice Plus 31 Vending The Best Choice 36 Data Drives Decisions 37 Dynamic Merchandising 38 i-vend 39 Planogram Development 40 Equipment Selection 42 Custom Wraps - Definitely a Pretty Face 44 Sustainability 45 Cashless is King! 46 Marketing and Promotions 48 Financial Partnership Pricing & Equipment 50 Sample Commission Statement 52 Licenses, Permits and Insurance 53 References 56 Letter of Intent 57 r r'i' • origi pot think rwrost NHL P• cid! snaro- Y OATS 'N HONEY i *UNJFIU Slu 0 Cmi IAO Pear ASANI Maui i ay,fr &-e 1. y:' ' C. C '1.=Y'=TI ��'}"�� (• We carved an impressive path throughout the years as the leader in unattended retail. Our company has found strength in the foundation of six core values: Service: We are dedicated to providing an unmatched level of service to all our clients and customers. Innovation: We tirelessly seek new ideas, fresh solutions and cutting -edge advancements for our field. Leadership: We continually strive to uphold our position as a responsible front-runner in a dynamic industry. Quality: We promise to provide only the highest -quality products and to partner with reputable organizations. Wellness: We are committed to upholding standards of wellness in our workplace and yours. People: We pledge to contribute to a better world for the people within Canteen, for the people we serve, and for people everywhere. Together, these values highlight our commitment to a standard of excellence - a standard upheld for more than 80 years. Through an innovative approach to serving you the highest -quality products available, we continue to prove ourselves daily as a leader. canteen® • I , t , • ^4•. a CJMPLE TE VENDING SERVILL OUR COMPANY • Our founder, Nathaniel Leverone, built Canteen's business strategy with a focus on providing high -quality products with exceptional service. From the first peanut -dispensing machines on Chicago train platforms to micromarkets in corporate offices, we pioneered the massive expansion of unattended retail into everyday life. Our unwavering dedication to customer care and service throughout the years has allowed us to continue to advance our founder's original principles and vision. As a member of Compass Group North America, the leading foodservice and support services company with $14.5 billion in revenues in 2015 - together with our parent company, UK -based Compass Group PLC - we are the world's sixth -largest employer. Together, we serve over 8.5 million meals a day in award -winning restaurants, corporate cafes, hospitals, schools, arenas, museums and more. Chances are, if you've been away from home and hungry, we have served you. Vending/Refreshment Services/ Micromarkets • Canteen • Best Vendors Business & Industry • Bon Appetit • Eurest • FLIK Hospitality Group • Restaurant Associates • Canteen Strategic Partnership • Thompson Hospitality Education • Bon Appetit • Chartwells • Flik Independent School Dining • SSC Service Solutions • Lackmann Culinary Services Hotels & Conference Center • FLIK Hotels and Conference Centers Restaurants/Cultural & Specialty Dining • Bon Appetit • Levy Restaurants • Restaurant Associates • Wolfgang Puck Catering • • CO V PASS GRO D ACKNOVVL DGED IN TO In 2016, Compass Group, the world's largest foodservice company, was honored to be included as one of the top 50 companies acknowledged in Fortune Magazine's Change the World list. This series of notable businesses highlights those that incorporate positive social impact as part of their core strategies. Compass Group's recognition can be attributed to its innovative campaigns to encourage more healthy, plant -based eating while reducing the use of red meat and meats produced with antibiotics. Other initiatives that round out the impactful strategies at Compass Group include a strong focus on sustainability, wellness, locally sourced foods, and reducing waste. These strategies are highlighted in Compass Group's vision for the future, Envision 2020. Compass Group is humbled to be included among such impactful and diverse change agents that are striving to positively impact the world through core business strategies. Ter ( Ai ►.e OUR PEOPLE CAl ATE VALUE: PEO COP 9 L We are committed to our people, those we serve and the communities where we live and work. We take pride in our exceptional food and innovations: however, it is our people that truly sets us apart from other companies. We work as a team to make an impact on our customers. our clients and each other. Canteen offers our associates opportunities to advance both their own personal development and that of our organization - providing support, encouragement and rewards every step of the way. In 2016, we launched a universal incentive program that provides an opportunity for each and every Canteen hourly or salaried associate to earn quarterly incentives no matter their role in the organization. The power of working together to achieve shared goals pays off in dividends far beyond our quarterly cash in on growth incentives. Our mentorship and leadership development programs help prepare our talented employees to take on greater responsibilities and achieve new levels of personal and career satisfaction. Career path planning is also part of our culture. Whether you join us in our Manager in Training program or as a seasoned professional, we have the tools and training to ensure your long-term success at Canteen and Compass Group. We're proud to be recognized as a leading employer, joining the ranks on the 2015 Forbes List of Top Employers, the 2013 Best Employers for Healthy Lifestyles award and a No. 1 ranking on Food Management's Top 50 Management Companies list in 2015. In providing support, encouragement and dedication to the well- being of our associates, we see this same commitment reflected in providing excellent service to you. G MODERN HEALTHCARE OPLACESuWORK's I TOP 125 • 2 • tftl5 OGreat Places to Work 2016 FORTUNE Y • COMPANIES THAT CHANGE THE WORLD 2016 Forbes 2015 AMERICA'S BEST EMPLOYERS POWERED BY STATIST:.. RECRUITMENT AND RETENTION Our dedicated recruitment division, Resource Network focuses on talent management and recruiting only the highest quality of candidates to our organization. That way, we hire the best right from the start. This group of professionals manage each of the activities included within the recruitment process. They build solid relationships with hiring managers in the field and utilize a number of recruitment methods including social media networking, advertisements, sourcing. screening, reference checks and assessment testing. Recruiters also attend events, career fairs and conferences, keeping their eyes open for talented professionals to join our team. Each recruiter understands the requirements of the Department of Labor's Office of Federal Contract Compliance Programs (OFCCP) and has a commitment to 100 percent compliance with Equal Employment Opportunity Commission (EEOC) and OFCCP. Resource Network partners with operations in maintaining the strength. reputation and integrity of Canteen and Compass Group. Compass Group's career website, www.compassgroupcareers.com provides our associates with real-time networking and the ability to create a search agent to be notified each time a position of interest becomes available. Resource Network OUR I ILROLS We are pleased to partner with Hiring Our Heroes, a nationwide initiative established by the U.S. Chamber of Commerce Foundation to help veterans, transitioning service members and military spouses attain meaningful employment opportunities. Through this partnership, we pledged to hire 500 veterans, transitioning service members or military spouses within the next five years. We are fully committed to being at the forefront in hiring and developing team members who have served our country. We know it's the right thing to do. and we believe veterans have the skills and experience that will help us grow our organization on multiple levels. Our partnership with Hiring Our Heroes enables us to connect directly with transitioning service members and the organizations that support them. We are proud to offer these deserving men and women opportunities within our company that put them on solid, exciting, new career paths while we gain the benefit of their incredible dedication and experience. Canteen, our operations team and our Diversity and Inclusion Action Council support veteran hiring fairs all over the U.S. to help us recruit veteran talent. Once veterans join the team, they are also encouraged to consider joining Compass Group's Veteran Associate Resource Group. Finally, each November we've been celebrating veterans in a special way across our business. From branch celebrations to special recognition for our associates, we're making sure to say thank you to all who have proudly served our country. HIRING OUR HERO S U.S. CHAMBER OF COMMERCE FOUNDATION canteen® for veterans Each of our associates has different benefits needs — needs that will probably change as their personal lives change. Instead of offering a "one -size -fits -all" benefits program. we offer choices through our flexible benefits program. To help pay for the chosen benefits package. Canteen gives our associates benefits credits, which work like cash, to assist in paying for benefits elections. Benefits credits are based on salary, completed years of service, and the cost of basic long-term disability coverage. Core Benefits • Medical, dental and vision • Personal accident insurance (PAI) • Long-term (LTD) and short-term disability (STD) • Healthcare spending account • Associate, spouse/partner and child life insurance • Dependent -care spending account Retirement/Savings Program • Matched 401(k) "s‘ tint Wit a ,C`O'CA `a,�a U' \oC (..\?,SC` \VS) ft\. We are always striving to do better - not just for our clients and customers. but also for our associates. At altogethergreat.com, Canteen associates can find information about benefits and programs, learn how to move their careers forward and connect with fellow Canteen associates. Altogethergreat.com is continually updated with news, feature stories and associate programs including: altogethergreat • Online Benefits Center - Makes it convenient for associates to enroll in and manage their health benefits and retirement and savings accounts. • Wellness Center - A comprehensive approach to wellness by offering our associates: G Health assessments a Preventive care Paid time off to receive preventive care • Career Center - Whether associates are at the beginning of their careers or are senior -level managers, we offer an extensive range of learning opportunities: • Mentoring program O Online job search agent Educational Assistance • Communications Center OUR DEDICATION TO TRAINING Our training and development program was carefully constructed using expertise from those currently employed in positions. our executive team and training experts. This program consists of dedicated and experienced professionals enthusiastic to help associates acquire the skills needed to be the best in the industry. We have included in this program seminars for educating management, supervisors and hourly associates in the areas of customer service and management. With a published catalogue of courses and offerings consistently updated, we offer teaching methods that include video, group discussion, individual instruction and on-the-job training, preparing our associates for excellence and career growth. T D OURLY ASSOCIATE RAINING AND EVELOPME\T With on -site training in an existing operation, individual instruction or in a scheduled training group, our associates enter as skilled professionals from day one. We have found three main keys to success with new hires: • Selecting the right person for the job using top-quality recruiting methods • Acclimating new hires to the job properly with a thorough orientation procedure • Training programs to ensure all employees know how to be efficient, courteous and professional, understanding not only the skill level to perform tasks properly, but also the purpose for all procedures MANAGEMENT TRAIN AND DEVELOPMENT N v • The training and development department supports our field organization's management personnel by providing results -oriented training services to bridge the gap between management theory and proven on-the-job practice. • Seminars and workshops cover such topics as leadership skills, time management techniques and better personnel selection. In addition, proprietary training programs from outside sources are used to further enhance the perception, skills and performance of our people. • This commitment to continuous training and development is just one part of our equation for total customer satisfaction and quality. APPEARANCE STANDARDS • The pride and professionalism of Canteen is reflected in stylish, custom -designed uniforms for our team. Our associates wear clean, pressed uniforms daily. The staff's appearance and the appearance of its uniforms reflect the image of Canteen. OUR COM We promote a culture of safety by placing the highest priority on worker and public safety in every level of an organization. Each individual and group at Canteen is committed to: • Personal responsibility for safety • Acting to preserve, enhance and communicate safety concerns • Striving to actively learn, adapt and modify behaviors • Striving to work in association with cultural values We emphasize safety at every level of our organization through dedicated safety and risk management resources, regional safety champions and continuous safety promotion through our Stop! Think! Act! safety program. We honor our commitment to our clients. customers and associates by first ensur ng the safety of our people and those we serve. Additionally, our Safety Brings You Home program reinforces the importance we place on working safely. It is our goal that all of our associates make it home safely every day. Our message is present on all route vehicles, in our branches and dining locations, and in monthly CHAT sessions and associate meetings. Everyone has something that they love doing or someone that they're working diligently to get home to: our message reminds them to go about their work in the safest manner possible, because we all want to get back to what we love. canteen $s, low owoine Our goal is to improve the quality of work -life balance through fair and consistent treatment, providing equal growth opportunities for all associates. We promote diversity and inclusion locally and through awareness - building communication and events. Canteen is also a strong supporter of the Leadership Legacy Network. an organization that is committed to advancing associates' careers at Compass Group by encouraging the personal and professional development of its members. Diversity is key to innovation, providing new insights into our business and allowing us to create new opportunities for serving our markets. It is also a priority to provide our customers with culturally sensitive products and services. To that end. we have developed programs and partnered with our supplier network to expand the breadth of available products that will satisfy a multicultural marketplace. people We believe a diverse and inclusive environment supports innovation and collaboration, benefiting our associates, clients and customers. . vending company in fre:9Qt here, quite simply, 0177e13, At Canteen, one:word that matters: ,rre thin 80 years we've .• kh`a commitment to K� service and products. CUSTOMERS FIRST CANTEEN CONNECT We truly believe the most important part of Canteen is you. the customer. We know direct customer input is critical for our continued success. That's why you'll find a Connect label on every vending machine and at every Avenue C. On the label, you'll find a customer service telephone number, QR code and text message code, so you can reach us anytime in the way that's easiest for you. This lets each of our customers connect with us in real time, about anything. More importantly, we can answer them! VVI T I _ I CANTEEN CCI II IECT: • A mother who wants nutritional information before purchasing a snack for her child can get answers. • A student who wants to request a new energy drink in his campus vending machine can now tell us. • A customer who experiences a machine disruption can immediately dispatch a request for service. • An employee who needs assistance using a credit card scanner can now get help. Get the facts See what your machine can do now. canteen CONNECT>>> FEEDBACK NUTRITION SERVICE CONNECT)) SERVICE z FEEDBACK ' PROMOTION L NUTRITION CANT This exclusive technology provides: • Improved customer response. Service requests are routed automatically into our OneTicket service system. • Information at your fingertips - stream our latest Canteen TV video. • Nutritional information available instantly. • Exclusive promotions - win something free! • Improved feedback mechanism. Guests can submit suggestions, request products and more! • Progressive innovation. It only works if our guests know about this service feature. We partner with you to provide a robust marketing program to generate awareness through the following vehicles: • Table tents • LCD screens • Fliers • Postcards • E -blasts • Clings on the machine EN CONNECT TEAM Working behind the scenes for you. We know you have more important things to do than worry about your break room. Our Canteen Connect team proactively reaches out to our clients to get direct feedback on our service and to verify that we are meeting expectations. Through our service center, we provide experienced service personnel who know how to help. Canteen Connect is a team of people who ensure issues get sent to the right person so problems are resolved quickly. Clients are asked to answer questions and rate us on a scale of 1 to 5. • How's your overall service? • How clean and reliable are your machines? • How's the quality and freshness of our products? • Are we offering variety in our machines? • Is our local management performing and communicating up to your standards? Not only does Canteen Connect allow us to share information with your team. it is also a quality assurance tool For us. So if you have a concern, we'll know about it. ONETICKET OneTicket interfaces with i-vend, Canteen's award -winning vending management software. OneTicket logs every step of the repair process. Where did the problem start? OneTicket tells us. It also logs the exact moment and date of the first service call and doesn't end until you're satisfied and the problem is fixed. OneTicket allows us to track and report the service and repair history of any vending machine by day, week or month. This powerful tool performs on two levels: • We can respond quickly and efficiently to your service calls. • You can monitor our quality of service. OneTicket demonstrates one of the many advantages you'll enjoy from Canteen's robust technology platform. From accountability to route scheduling, location notes, multipayment options and remote monitoring, we are always working to provide superior service. HOW OneTicket WORKS A customer logs a service or repair into our Connect web interface or calls our support line. The service request is logged into OneTicket noting date, time, machine, location and problem. Your technician is notified via text message. Date and time are entered into OneTicket. Repair is completed. Date and time are entered into OneTicket. Our staff will call to notify you of completion. OneTicket generates a comprehensive suite of reports detailing call frequencies, response times and service completion. WE MEET FAC TO FACE - We want you to feel as good about our company as we do. We know that providing exceptional service is key. The Client Business Review is our answer. At Canteen, the CBR is more than a meeting, it's a chance for you to tell your local manager how we can serve you better. It's also a chance for us to tell you about the new innovations and programs we're inventing and implementing. If your needs have changed, we'll identify new solutions together. This is a comprehensive approach to managing your business and a proactive way to address potential opportunities. Businesses change and because of that, your needs will change. We want to meet your expectations so we can form a long-lasting relationship built on communication, feedback and trust. Client Business Reviews keep us talking about the things that are important to you. Acuity is our proprietary platform that allows you to see sales, financial and maintenance information at any time, within seconds, without any special software. A tool for multiunit and national accounts. Acuity is easy to use and can be customized to your needs in a way that makes sense for your business. This exclusive application will allow you to see what your customers are purchasing and how much they're buying. Want to know what the average employee spends per day? Open a customized dashboard, drill down, and it's all there - live and easily accessed. In addition, with Acuity you can track maintenance issues and service records so you can see how we're doing. Are we doing our part? Acuity offers you total transparency. Powerful Acuity provides sophisticated data and analytics that help us manage your business more effectively and give you access to useful insight. Convenient Acuity is available live on your smartphone, tablet, laptop or desktop. It's easy, thorough and quick. SUSTAINABLE PRACTICES Compass Group is stepping up to the challenge of the future. Our comprehensive Sustainability Platform leads the industry and serves as the road map for Compass Group companies to do the right things for their clients, customers and the world. We're proud of the impact we're making. We're also thrilled that Compass Group has been recognized by Fortune Magazine as one the top 50 companies changing the world. Here are the key components of the Compass Group Sustainability Platform: • Certified humane cage -free shell eggs • rBGH-free yogurt and milk • Local produce whenever possible • Chicken and turkey produced without the routine use of antibiotics • Sustainable seafood • Menus of Change - Great food that is also better for you. That's what Menus of Change is all about. We've embraced this principle of focusing on menus that create a more sustainable program, providing delicious, nutrient -dense meals for our guests while protecting and improving the health of our planet. Simply put, our focus is on providing more of the good stuff and less of the bad stuff Canteen supports all Compass Group initiatives and creates opportunities in areas specific to our industry such as: • Refreshment Services offers a wide variety of coffees that are socially and ecologically certified including Bird Friendly, Fair Trade, Organic and Rainforest Alliance. • We've partnered with Aspire Coffee Works, a socially conscious company offering jobs to adults who are mentally challenged. • We offer vending alternatives such as PET water bottles. Foodbuy QREe < cgs I Seafood WATCH USAF EVERY PURCHASE MATTERS Rainforest Alliance aspire OT IER SUSTAINABLE INITIATIVES INCLUDL American Business Act on Climate Pledge Commitment Compass Group has joined the American Business Act on Climate Pledge, demonstrating our commitment to climate action. Compass Group USA pledges to reduce CO2e emissions by 43 percent, equating to more than 2,000.000 metric tons, against its 2010 baseline by 2025. Canteen also joined the effort, pledging to reduce CO2e emissions through the use of more energy -efficient equipment, upgrading our fleet. use of a fleet GPS program and more efficient route scheduling. Fleet Management At Canteen, we are committed to reducing our carbon footprint; one significant way we can help is by installing GPS in our fleet of trucks. Through a program called Act Soft, in 2016, we increased the number of Canteen vehicles with GPS while also putting a greater emphasis on our overall GPS initiative. As of summer of 2016, approximately 1,100 vehicles around the country are equipped with GPS technology, which will reduce engine idling by at least 10 percent during the first year of their operation. The reduction calculates to approximately 40 gallons per delivery truck saved annually or 36,000 gallons of fuel. To break it down further, in our San Jose Canteen branch, we have seen "tremendous improvement in idling time in our vehicles," according to DGM Bill Joering. The San Jose study shows the branch has reduced idling time by 4,500 hours. Highlights that we continue to monitor include: • Measuring how long our vehicles idled and sending an alert if a truck runs in neutral for more than five minutes. • Tracking our fuel savings and increasing our miles per gallon. • Route optimization in all branches. Also important, the GPS technology is further encouraging safe driving behaviors for our route associates. Marketing and Promotions It's more than a snack, beverage or meal; our spaces are a holistic experience where guests find it easy to live well and thrive. Powered by great -tasting selections that also happen to be better -for -you, our space promotes community and collaboration. In order to build customer satisfaction and loyalty, we provide a portfolio of innovations. promotions and campaigns to keep it fresh for our guests and deliver new and unique products and services. Wellness Our portfolio of programs - including Choice Plus. enr.G and Balance - encourage our guests make selections that help them achieve their wellness goals. Additionally. monthly campaigns on various health education topics can be a great way to drive further awareness. Seasonal Seasonal products and promotions take advantage of events and holidays while driving participation and excitement. National In collaboration with our supply partners, we feature promotions in our spaces that our guests will see in their everyday retail environment. This gives them another opportunity to win great prizes! Exclusive More chances to win! These promotions are extra exciting as ONLY a Canteen guest can win. All of our promotions and campaigns come with various marketing vehicles to help drive awareness with our guests. We look forward to partnering with you on the best method for your location. Now more than ever, health and wellness is not just a goal for our guests and clients - its a lifestyle. We provide delicious, wholesome and better -for -you snacks, beverages and meals to help you make the most of each day. We're always fresh and always on with wellness options whenever you need us. CANTEEN WELLNESS SOLUTIONS EAT WELL Changing the way you think about automated retail - one snack at a time. Healthy has more than one meaning - fat -free, fewer calories, all natural, low -sodium, protein -rich or non-GMO. Everyone has a different focus on their wellness needs. We're committed to aligning with your goals and promoting healthy lifestyles for your organization. It's all about choice and variety and ensuring something for everyone, everyday. Our solution is customized to your needs, and we'll track results and adjust as preferences and trends change. Hearing about the latest in organic, local, kosher and gluten -free? We stay abreast of trends and have market -leading analysis and data to bring you what's new, what's hot and your favorites. Let us take you through an overview of our wellness platform. WELLNESS PROGRAMS Tech -savvy, wellness -focused and informed guests make up our customer base. To successfully meet their needs, we need to offer choice, quality and information so they can make personalized decisions to support their individual goals. Choice Plus is one of the tools in our wellness suite that supports a healthier lifestyle on -the -go. CHOICE PLUS • Developed by our team of registered dietitians and culinary experts and supported by the latest nutrition and consumer research, Choice Plus meets a carefully designed nutritional criteria. • Clearly identifies better -for -you snack, drink and meal selections for guests in automated retail or Avenue C. • We're making it easy! Look for identifiers, marketing and point of sale leading guests directly to Choice Plus selections in the form of: O Fliers, posters and email communications • Spiral labels and pushers in snack machines that typically span the right side of the machine and identify Choice Plus items • Channel markers for beverage machines to highlight better and best guest options U Product identification tags for Avenue C to label sensible snacks SNACKS... You'll be surprised how many yummy snacks meet Choice Plus requirements. Below are the nutritional standards we've set for snacks. All you need to do is look for our logo. Calories Fat ≤10 g* Trans Fat Sat Fat Sodium Sugar ≤20 g** • Unsalted nuts. soy nuts and seeds exempt Unsweetened fruit exempt choice plus The refreshment industry is exploding with options to meet your every need. To help you make the right beverage selection for your wellness needs, we offer a variety of "best" and "better" choices to keep you hydrated and refreshed all day. BEVERAGES... BEST OPTIONS: • Unsweetened still and sparkling, flavored and unflavored waters • Unsweetened coffee and tea BETTER OPTIONS: Milk: • Low -fat and nonfat dairy and nondairy milks, sweetened or unsweetened Juice: • Fruit juice, at least 50% juice with no added sweetener (s150 calories per package) • Vegetable juice, 100% (≤150 calories, ≤150 mg sodium per package) • Fruit and vegetable juice blends, 100% juice, no added sweetener (≤150 calories, ≤150 mg sodium per package) Other: • Lightly sweetened beverages (≤80 calories, ≤150 mg sodium per package) • Unsweetened coconut water • Zero -calorie sweetened beverages (excludes energy drinks) a MEALS... Our meals also have Choice Plus designations. For sandwiches, wraps and entree salads: Calories Fat 520 g* Trans Fat Sat Fat Cholesterol Soo mg Sodium choice plus BREAKS... Midmorning breaks and an alternative to chips with your lunch? Look for hummus, crudite and fruit meeting this criteria: Calories ≤250 gre Fat ≤5 g* Trans Fat Cholesterol `20 Sodium choice plus mg S21311VW SS3N113M 33 CHOICE PLUS PRODUCT SA Salty Snacks • Frito-Lay SunChips • Frito-Lay Smartfood Selects • Pirate's Booty • Popchips • Food Should Taste Good Chips Sweet Snacks PLI NG • Mrs. Freshley's Chocolate Chip Cookie Bar • Snickers Marathon Bars • BelVita Breakfast Biscuits Dried Fruit/Nuts • Wonderful'. Pistachios • Mr. Nature Nuts & Trail Mixes • Peeled Dried Fruit • Turbana Plantain Chips • Sensible Foods Dried Snacks • Mrs. May's Nut Mixes • Various Kar's Mixes Bars • KIND Bars • Larabar • Clif Bars • Think Thin Bars • Balance Bar Best Beverages • Aquafina Still. Sparkling and Flavored Waters • Dasani Still. Sparkling and Flavored Waters • Schweppes Flavored Seltzers • Lipton Pure Leaf Unsweetened Tea Better Beverages • V8 Vegetable and Juice Blends • Bai and Bai Bubbles • Zico Coconut Water • Pepsi. Coke and Dr Pepper Diet Drinks Around every corner. we are there. bringing you the best products. beverages and fresh food. We are the largest vending services company in the nation, feeding you during those unexpected moments when you crave a snack or satisfying meal. Our innovative solutions, wellness initiatives, unmatched service and customization have kept us as the leader in the industry since it began. We are ready to serve you. THE BEST CHOICE THE RIGHT CHOICE WHY US? Diversity From the products we offer to the machines that dispense them, we feature a diverse portfolio of options to provide the best customized solutions for each unique client we serve. Reliability Dynamic merchandising and detailed sales reporting ensure each location is serviced on a regular, timely schedule and the products customers want are available in each machine. Transparency Each vending machine features a Connect label that customers can use to access nutritional information, request service or a refund. and provide feedback on the products and services we provide. Additionally, our Acuity software allows us to build reports and share insights tailored to the exact specifications of each client so we can work together to discover opportunities for improvement. Our vending management systems gather an incredible amount of data each and every day. Our sophisticated systems read and analyze the data. creating detailed sales and product movement reports that allow managers to make informed decisions. • Robust capabilities support everything from high-level trend observation to detailed product analysis • Superior customer service by providing answers to your questions and solutions for specific requests • DEX readings used to ensure accuracy of sales and commission information • Maximizes sales through inventory management • Enables the design and implementation of customized product mixes specific to your needs and preferences DYNAMIC MERCHANDISING Working behind the scenes to elevate performance, reliability and product offering: Compact, Convenient and Customized Our proprietary dynamic merchandising software provides instant access to product -specific sales tracking and reporting. Each product we offer has a unique SKU (barcode) number assigned to it, and our route drivers use advanced handheld devices to identify how each of these SKUs is performing by machine. This vital insight equips us to build the optimal product mix for each client location: • Reduces empty selections • Removes slow sellers • Consistently adds new products and brands • Increases the availability of popular items Essentially, we are able to create a customized "store" to satisfy the specific customer base of each machine. Advanced Technology We are proud to serve our customers as a leader in innovation and technological trends, developing new and better solutions. Product Analysis We regularly update the product selection in our machines to best match your preferences, replacing slow -selling products with new or locally top -selling products. Route Optimization We constantly adjust our service routes to ensure the best service schedule for our customers while making sure we are both time and fuel -efficient. Smart Service Select service areas use pre -kitting to further improve route efficiency, assembling location -specific kits in the warehouse before a service route begins. These kits allow the driver to carry the exact product and quantity needed for each location, resulting in time savings and greater fuel efficiency. i-vend is the most advanced route accounting system in the vending industry. Designed, developed and managed by Canteen, this proprietary system ensures efficient product delivery, enables adaptive merchandising, and provides complete cash and inventory accountability. i-vend combines online and mobile technology with the latest advances in vending technology - DEX, PCI-certified credit card acceptance. remote telemetry and point -of -sale media displays - to provide accurate, detailed reporting and enable: • Accurate sales recognition by using electronic data (DEX) from vending machine • Machine inventory tracking achieved through use of mobile handheld device • Cash auditing and credit collections via cash room automation and card processor integration • Reliable delivery processes enabled through online route scheduling • Machine -specific sales forecasts for determining machine fulfillment orders • Regional customer demographics to optimize planogram merchandising • Accurate and fully accountable client commissions Stock -Out Reporting i-vend generates stock -out reports for every machine. identifying both recurring out -of -stock items and slower -selling products. This machine -specific information gives your local Canteen service team the information they need to design a customized merchandising plan to increase the availability of products we know you love, while tailoring other selections to align with your shoppers' preferences. Choice equals satisfaction. Working with our supplier network, we provide a wide variety of product selection including national brands, regional favorites and newly trending items. CUSTOMIZATION Planogram development is both an art and a science, so we use both to craft your ideal product mix. Snacking and dining preferences can differ for various reasons: region. culture. wellness goals. nutritional requirements and personal preference, to name a few. We research industry trends, manufacturer sales data, regional product preferences and survey results to design a product mix for each unique population we serve. But it doesn't stop there. After the introduction of the initial product mix, we track sales data and conduct customer surveys to continually adjust the product mix, introducing new products and removing slow sellers to ensure customers can always find a product they like. Your Canteen representative will be available to meet and discuss current planograms and sales data quarterly if desired. This is also a good time to discuss feedback and suggestions. customer satisfaction and sales opportunities. HEALTH AND WELLNESS Wellness continues to grow as a focus for both individuals and companies. We offer planograms designed to align with personal nutrition goals and corporate wellness programs. Our Choice Plus program features better -for -you snacks that are lower in calories, fat. sodium and sugar than traditional snacks. and our enr.G program consists of products that meet specific nutritional requirements and preferences including all natural. organic. vegan. non-GMO. gluten -free and Kosher products. K-12 The nutrition. health and wellness of future generations is important to us all. We recognize the important role we play in doing the right thing for our youngest customers. Canteen has planograms specifically designed around the nutritional and distinct needs of grade school, middle school and high school students. We follow the USDA guidelines for each school segment, and local operators support additional state and local regulations that may go above and beyond the USDA requirements. We annually track our sales and adjust our planograms to ensure tasty and better -for -you snacks and beverages are available to power young learners through their busy days. BEVERAGE CATEGORY GROWTH Who doesn't like options? Beverage manufacturers recognize the shifting tastes of today's consumer, and each month we're seeing more and more new products enter the marketplace. Canteen is showcasing this variety through expanded beverage selection across our portfolio of business. Teas, juices. energy drinks, waters, ready -to -drink coffees, sports drinks and more are enhancements to our traditional carbonated soft drink selection, m Z O Z C) 41 Clean. filled and working. These are the tried and true tenets of our operating philosophy, but just the start of what is important to our clients and guests when it comes to our equipment options. Our size, our scope and our commitment to innovation help us offer the most reliable and technologically advanced equipment in unattended retail today. Want it customized with your logo or branding? We can do that too. We've included a snapshot of our equipment portfolio below and can provide full spec sheets on any and all equipment. Looking for something you don't see? Just ask - we're ready to help! EQUIP V ENT OPTIONS Cold Beverage Machines Choices, choices, choices. Our expanded selection of beverages has driven beverage sales up over 12 percent nationwide this year. • Durable equipment featuring nationally recognized brands. • Bottled or canned beverages, or a mix of both, soda, tea. juice and isotonic drinks. • Interactive touchscreen option features nutritional information. promotions and new products. Snack Machines Top sellers, regional favorites and a minimum commitment of 15 percent better -for -you selections in every machine. What's not to love? • SureVend' technology guarantees product delivery. • Multiple configurations (4 or 6 wide. 6 or 7 shelves) provide a variety of size options to match your available space and product needs. • Interactive touchscreen display available that can showcase promotions and nutritional information. Hot Beverage Machines One size doesn't fit all. From our proprietary Highland Estates label to Seattle's Best and Rubi, we've got just the right cup for your needs. • Beverages brewed for ideal freshness - one cup at a time, on demand, and in seconds. • Multiple cup sizes give consumers the option to choose the value they desire. • Multiple beverage selections provide more variety to accommodate consumer preferences Fresh Food Machines Running round the clock or just making sure your team has great, convenient options throughout the busy day? We've reinvented the experience and gone retail. • Elevator delivery system gently vends food and beverages to prevent damage. • Variable temperature regulation system adjusts by selection, range or row for superior food safety. • Designed to accommodate a full array of refrigerated food and beverage products. • Optional touchscreen can enhance the guest experience by providing nutritional information and customized messages. Frozen Food and Ice Cream Machines Top -selling national frozen brand selections can stand alone or compliment your fresh food options. As for ice cream, it's the perfect way to end any meal! • Quality protection system automatically maintains a consistent freezer temperature and will discontinue product delivery if temperature exceeds set limits. • Combination food and ice cream merchandiser available for maximum flexibility and convenience to the guest. • Designed to offer frozen treats and desserts of various types and sizes. Break Room Support We offer an array of options to ensure your break room has all the amenities for your guests. Our team will work closely with you to determine the exact solution to meet your needs. Options include: • Microwave ovens • Bill changer machines • Condiment stands m Z c Z G> 43 Canteen is proud of who we are, and we know our clients are proud of their organizations and campuses as well. Want to show your customers a new face when it comes to convenient retail on -site? How about a custom wrap, header or branding for your vending bank? Our team of designers and partners can work with your company to showcase your branding and create a true destination experience for your guests. We've included some examples of Canteen -specific environments, and we know that we can create something that stands apart from the rest. Want to underscore your corporate mission? Encourage healthier habits? Showcase your new corporate logo? We can't wait to get started on your design! .t. ti -why Reduce environmental impact without sacrificing product or service quality: LED Lighting • New snack and enr.G machines are equipped with LED lights. which save at least 50 percent more energy than standard fluorescent bulbs. • Existing equipment may be retrofitted with LED lights at client request. Energy Star • Our latest glass -front beverage and enr.G machines comply with Energy Star requirements. Conservation Devices • We offer energy conservation devices and motion sensor kits. which can be installed on snack and beverage machines to reduce power consumption during periods of inactivity. Fuel Efficiency • We are proactively seeking. testing and evaluating alternative - fuel vehicle options and technology to improve the fuel efficiency of our fleet. ENERGY STAR enr GO Speed, convenience and flexible payment are today's retail buzz words. Studies show that more than 1 in 4 customers take advantage of cashless solutions when they are offered. The market is changing quickly; we've got the options you need to keep up with today's savvy consumer. Cashless from Canteen: • PCI certification/compliance • Over 97,000 devices deployed • Over 2.5 million credit/debit transactions per month • Contactless methods of payment like PayPassTM, payWave, Discover Zip and ExpressPay • NFC/mobile payment (Apple Pay, Android Pay) VISA AMERICAN' E<PRE55 m pay dPay DISC VER ADDING CASHLESS... ...gives customers the added convenience of another way to pay ...cuts transaction time by as much as 50 percent when compared to cash/coin ...increases customer satisfaction ...enables multiple vends with a single transaction When cashless solutions are offered, more than 7 in 4 customers take advantage of the convenience. m Z 0 Z: C) 47 MARKETING AND PROMOTIONS Now that we've got the right equipment and a tasty selection of snacks and beverages, we'll partner with you to create a plan that generates excitement and draws attention to all that we have to offer. Our goal is to get the message beyond the break room and unattended retail area to influence guest behavior. How do we do that? We take the message to the guest by placing marketing in areas where guests gather - the elevator, parking garage, front entrance. copy machine, dining areas and more. Example marketing vehicles include: • Fliers • Table tents • Posters • E -blasts • LCD monitors in the building or throughout campus • Digital displays CONNECT PROMOTIONS Monthly promotions are offered on every machine through the Connect label. This technology allows customers to get the latest promotions at their fingertips. We feature national vendor campaigns along with exclusive Canteen -specific giveaways where only our guests are potential winners. We can drive the message even further with support marketing such as LCD images. e -blasts and fliers. Canteen is therecognized leader in unattended retail. We -have continuously developed people and programs to ensure that our services are the most guest -focused solutions in the world. Our customized Panda] plan for your location is described on the; following pages. PRICING & EQUIPMENT Canteen is proposing to invest over $31,000 in machine upgrades which will include the newest in technology in vending. All Canteen -owned equipment will accept debit/credit cards and SureVend technology which will reduce refund issues immensely. 1st Floor Women's Current Machines Proposed Machines Hot Beverage Snack Bill Changer Cold Food Coke 20 oz. Pepsi 20 oz. 1st Floor Men's Upgrade with New Voce Hot Beverage w/Credit Card Acceptance Upgrade with New Crane 187 Merchant Media Touch Screen and Credit Card Acceptance Remains the same Remains the same Remains the same Remains the same Current Machines Proposed Machines Hot Beverage Snack Soap/Sundry Cold Food Coke 20 oz. Pepsi 20 oz. Upgrade with New Voce Hot Beverage w/Credit Card Acceptance Upgrade with New Crane 187 Merchant Media Touch Screen and Credit Card Acceptance Upgrade with New Crane 186 Merchant Media Touch Screen and Credit Card Acceptance Remains the same Remains the same Remains the same 2nd Floor Men's Current Machines Proposed Machines Snack Snack Cold Food Cold Food Cold Food Soup Machine Coke Glass Front Pepsi 20 oz. Pepsi Glass Front Pepsi 20 oz. Pepsi 20 oz. Coke 20 oz. Product Candy Large Candy Large Chips Large Bag Snack/Cookies Fresh Pastry Hot Beverage 20 oz. Carbonated Soft Drinks 20 oz. Bottle Waters 20 oz. Gatorade/Powerade Energy Drinks 16 oz. Bottle Juice Cold Food Upgrade with New Crane 187 Merchant Media Touch Screen and Credit Card Acceptance Upgrade with New Crane 187 Merchant Media Touch Screen and Credit Card Acceptance Remains the same Remains the same Remains the same Remove, only selling about five items a week and same items are available in Cold Food machines Remains the same Remains the same Remains the same Remains the same Remains the same Remains the same Option #1 Option #2 Proposed Price Proposed Commission % Proposed Price Proposed Commission $1.25 12.50% $1.35 18.00% $1.75 - $2.00 12.50% $2.00 - $2.25 18.00% $1.00 12.50% $1.25 18.00% $1.50 12.50% $1.50 18.00% $1.50 12.50% $1.75 18.00% $1.25 12.50% $1.35 18.00% $1.50 18.00% $1.75 22.00% $1.50 18.00% $1.75 22.00% $1.75 18.00% $2.00 22.00% $2.50 18.00% $ 3.00 22.00% $1.75 18.00% $2.00 22.00% Market 0.00% Market 0.00% Commission will be paid on gross sales, defined as gross sales minus applicable sales tax. SAMPLE CON MISSIONS IAI EMENN I In most instances, sales increase due to several factors: the introduction of new product lines, a variety of beverages, large -size snack options. and greater convenience and dependability. You can expect that your return will also increase proportionately. At the close of each accounting period, Canteen will submit to you a computerized report indicating the sales generated from the vending service operation. Included with the report will be a commission check calculated on a percentage of those sales. I Report I User 10 I Page : 2Ct52551 : STAMCv01 1 Operation: 5141 0 - 0002 Sum Code: 00 Machine Product Location: 001 Cafe 65246 Campy LG SNACKS PASTRY SMACKS • Machine totals: 90131 SOTTLF REV • machine Totals: 90136 BOTTLE REV NOM CAte BEV • Machine Totals: •• Location Totals: Location: 002 Small ereakr000 65210 CANDY LG SMACKS SNACKS • Machine Totals: 90132 eOTTLE REd NON CARS BEV • Machine Totals: 90137 BOTTLE BEv MON CAPe /Ev A Machine rotals: ^ Location Totals. ••• Account Totals: Compass Group USA. Inc. period Commission Statement Period Ending 07/25/2013 Avg Sell Pr Total City 0.92 1.00 1.75 0.82 136 155 3 74 Gross Sales Sales Tax Pate: 07/26/2013 I Time: 09:05:09 I System: Pero 020 Net Sales Commission amount 125.40 155.00 3.75 60.63 4.26 121.14 21.20 5.24 149.76 26.21 0.13 3.62 0.63 2.06 58.59 10.24 368 344.80 11.69 333.11 58.28 1.25 135 168.75 5.71 163.04 28.53 135 168.75 5.71 163.04 28.53 1.25 120 150.00 5.07 144.93 25.36 1.25 34 42.50 1.44 41.06 7.19 154 192.50 6.51 :85.99 32.55 657 706.05 23.91 682.14 119.36 0.79 183 144.50 4.89 139.61 24.43 0.89 157 139.15 4.69 134.46 23.53 0.83 105 87.50 2.98 84.52 14.79 445 371.15 12.56 358.59 62.75 1.25 159 198.75 6.73 192.02 33.60 1.25 11 33./S 1.14 31.61 $.11 186 212.50 7.87 224.63 39.31 1.25 157 196.25 6.63 189.62 33.16 1.25 43 53.75 1.81 51.94 9.09 200 831 1.488 250.00 853.65 1,559.70 8.44 241.56 42.27 28.67 824.78 144.33 52.78 1,506.92 263.69 LICENSES, PERMITS AND INSURANCE All licenses and permits required for your vended refreshment services will be provided by Canteen. All necessary insurance coverage is carried by Canteen. COMPGRO-02 ,a►coRo CERTIFICATE OF LIABILITY INSURANCE `-.---- KHARATSJ DATE(MWDOIWYV) 9/20/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAME: Willis Towers Watson Certificate Center Willis of North Carolina. Inc. c/o 26 Century Blvd P.O. Box 305191 PHONE g77 945-7378 FAX 888 467-2378 (ac, No, EMI: ( ) (A/C, No): ( ) E-MAIL :DRESS: certlficates@willis.com Nashville, TN 37230-5191 INSURER(S) AFFORDING COVERAGE NAIC a INSURER A : National Union Fire Insurance Company of Pittsburgh 19445 INSURED INSURER e :ACE Property 8 Casualty Insurance Company 20699 Compass Group USA, Inc. INSURER C: New Hampshire Insurance Company 23841 2400 Yorkmont Road INSURER 0 : Charlotte, NC 28217-4611 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR ADOL SUBR POLICY EFF POuCY EXP LTR TYPE OF INSURANCE INS WVp POLICY NUMBER (MMIDDIYYYY) (MMIDDIYYYYJ_ LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS MADE X OCCUR 3796744 09/30/2016 09/30/2017 DAMAGE TO RENTED S 1,000,000 PREMISES (Ea occurrence/ X Contractual Liab MED EXP (Any one person) S PERSONAL BADV INJURY S 1,000,000 GEM. AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S 10,000,000 X POLICY PRO - X PRODUCTS - COMPrOP AGG S 5,000,000 OTHER S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 I A X ANY ALTO 2935950 09/30/2016 09/30/2017 BODILY INJURY IPer person) S ALL OWNED SCHEDULED BODILY INJURY IPer accMenq S AUTOS AUTOS NON -OWNED PROPERTY DAMAGE S HIRED AUTOS AUTOS (Per accident) X Ins Damage $ X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 10,000,000 B EXCESS (JAB CLAIMS -MADE XOO G27738631 09/30/2016 09/30/2017 AGGREGATE S 10,000,000 DED X RETENTIONS 0 S WORKERS COMPENSATION PER OTH. X AND EMPLOYERS' LIABILITY STATUTE ER C ANYPR RIETOI ARTNIE ECUTIVE YNN 014112063 09/30/2016 09/30/2017 E L EACH ACCIDENT S 2,000,000 R E NIA oFF(Mandatory — . E L DISEASE - EA EMPLOYEE S 2,000,000 In NH) If yes descnbe under DESCRIPTION OF OPERATIONS below _ _ _ _ E L DISEASE - POLICY LIMIT S 2,000,000 A Garage Keepers 2935950 09/30/2016 09/30/2017 1,500,000 C Business Auto 2935951 09/30/2016 09/30/2017 See Attached DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) SIR applies as respect to General Liability per terms and conditions of this policy. The umbrella policy follows the primary insurance coverage captioned above subject to the policy terms and conditions. Named Insured includes the following Entities: Compass Group USA, Inc., Bon Appetit Management Company, Canteen Vending, Services, Chartwells School Dining, Crothall Services Group, Eurest Dining, Flik International, Levy Restaurant, Morrison Management Specialists, Inc., Vendlink, LLC, Chartwells, Restaurant Associates, Eurest Services, Bateman, Southeast Services Corp., Crothall Healthcare Inc., Crothall Facilities Management Inc., Statewide Services SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Evidence O. © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD AGENCY /", ACORO ADDITIONAL REMARKS CUSTOMER ID: COMPGRO-02 KHARATSJ LOC 8: SCHEDULE Page 1 of 1 AGENCY Willis of North Carolina, Inc. NAMED INSURED Compass Group USA, Inc. 2400 Yorkmont Road Charlotte, NC 28217-4611 POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIL CODE SEEP 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, Insurance FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Description of Operations/LocationsNehicles: Inc., SHRM Catering Services, Inc., and Wolfgang Puck Catering and Events LLC, Morrison Senior Living, Morrison Senior Dining Services, Touchpoint Support Services. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Compass Group USA, Inc. Policy Term: 09/30/2016 to 09/30/2017 Workers' Compensation and Employers Liability Policies Coverage Policy Number Carrier WC Coverage EL Limits Work 014112063 New Hampshire Insurance Per Statute $2,000,000 Bodily Injury by Accident - Each Accident Comp/EL Company NAIC 23841-001 $2,000,000 Each Employee Bodily Injury by Disease Policy Covers States of: AL, AR, $2,000,000 Policy Limit Bodily Injury by Disease CO, CT, DC, DE, GA, HI, IA, ID, IN, KS, LA, MD, MI. MN, MO, MS, MT, NE, NM, NV, NY, OK, OR, RI, SC, SD, TN, TX, WV Work 014112070 New Hampshire Insurance Per Statute $2,000,000 Bodily Injury by Accident - Each Accident Comp/EL Company $2,000,000 Each Employee Bodily Injury by Disease NAIC 23841-001 $2,000,000 Policy Limit Bodily Injury by Disease Policy Covers States of: AK, AZ, IL, KY, NC, NH, NJ. PA, UT, VA, VT Work 014112065 New Hampshire Insurance Per Statute $2,000,000 Bodily Injury by Accident - Each Accident Comp/EL Company $2,000,000 Each Employee Bodily Injury by Disease NAIC 23841-001 $2,000,000 Policy Limit Bodily Injury by Disease Policy Covers States of: MA,WI, Stop Gap Coverage: ND, OH, WA, WV Work 014112069 American Home Assurance Per Statute $2,000,000 Bodily Injury by Accident - Each Accident Comp/EL NAIC $2,000,000 Each Employee Bodily Injury by Disease Policy Covers State of CA 52.000.000 Policy Limit Bodily Iniury by Disease Work 014112064 Illinois National Insurance Per Statute $2,000,000 Bodily Injury by Accident - Each Accident Comp/EL Company $2,000.000 Each Employee Bodily Injury by Disease NAIC 23817-001 $2,000,000 Policy Limit Bodily Injury by Disease Policy Covers State of FL Work 014112066 New Hampshire Insurance Per Statute $2,000,000 Bodily Injury by Accident - Each Accident Comp/EL Company $2,000,000 Each Employee Bodily Injury by Disease NAIC 23841-001 $2,000,000 Policy Limit Bodily Injury by Disease Policy Covers State of ME REFERENCES Listed below is a small sampling of our satisfied customers. Please feel free to contact any or all of these clients to obtain an overview of our ability to provide superior service. If you would like, we will arrange a tour of our operation in any of our client locations. University of Colorado Boulder Contact: Emil Zeiler Phone: 303-492-9416 Email: Emil.Zeiler@Colorado.edu NCMC/ Banner Health (Former Premier Account) Contact: Leslie Gann-Exner Phone: 970-352-4121 Email: Leslie.gannexner@bannerhealth.com Denver Health Contact: Keith Moorhead Phone: 303-602-7111 Email: Keith.Moorhead@dhha.org University Hospital Contact: Victoria Franklin Phone: 720-848-0872 Email: victoria.franklin@uch.edu Miller Coors Brewing Company Contact: Lisa Knipp Phone: 303-277-7300 Email: Lisa.Knipp@millercoors.com LETTER OF INTENT Date: Jennifer Kingery Regional Sales Director Canteen 123 Yuma St. Denver, CO 80223 Dear Jennifer: Please accept this letter as our official notification to you of our acceptance of Canteen's proposal for vending services for Weld County. We will expect your firm to be fully operational in our facilities beginning on Signed Title canteen` • Gj � COMPASS GROUP Us'. Copyright © 2016 (Canteen). All rights reserved. www.canteen.com Hello