HomeMy WebLinkAbout20112791.tiff 1101 Market Street
• Philadelphia,PA 19107
aramar
TEL 215-238-3243
October 7, 2015
VIA OVERNIGHT DELIVERY
Amendment No.4- Food Service,Weld County North Jail Complex and Centennial
Residential Work Release Facility. Greeley, CO
Dear Ms. Kroll:
Attached please find three (3) original copies of the pending contract which the county sent to
ARAMARK for signature, which have been executed on behalf of ARAMARK Correctional
Services, LLC.
Please sign and date the documents. Once you have obtained the necessary signatures,
please email a fully executed electronic copy to my attention at schmauder-
pIenda(a aramark.com. If you'd prefer to mail the contract, please send it to: ARAMARK Legal
Department, Attention: Glenda Schmauder, 1101 Market Street, 29th Floor, Philadelphia, PA
19107.
If you have any questions, please feel free to contact me at 215-238-3243 or at schmauder-
glendaCcr�aramark.com.
Sincerely,
Glenda'S
Administrative Assistant to:
Christopher Stearns, Assistant General Counsel
Lexi Peskin, Contract Specialist & Counsel
Amanda Masucci, Contract Specialist & Counsel
Enclosures
020/l-'0279/
-09-7"1-4( 0(441
it- - /3
50 o
~ - _ CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN
no.irt THE WELD COUNTY Sheriffs Office
`°v. AND Aramark Correctional Services, LLC
TA
This Agreement Extension/Renewal("Renewal"),made and entered into the 9 day of., ,2015 by and between the
Board of Weld County Commissioners,on behalf of the Weld County Sheriffs Office hereinafter referred to as the"Department",
and Correct Care Solutions, LLC 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 document No.2011-2791 approved on 12-28-2011.
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 12-31-2015.
• The parties agree to extend the Original Agreement for an additional 12 Months period,which will begin 01-01-2016,and
will end on 12-31-2017.
• The Renewal,together with the Original Agreement,constitutes the entire understanding between the parties. The
following change is hereby made to the Contract Documents:
1) Price adjustment:In accordance with paragraph 3B of the Agreement the parties agree that the price per meal charged
to the county by ARAMARK shall be changed as set forth in Attachment A as a result of changes to the Consumer Price
Index. This price shall be effective from January 1,2016 through December 31,2017 and shall supersede an all
respects the price per meal set forth in paragraph 3B of the agreement between the parties.
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: ARAMARK CORRECTIONAL SERVICES,LLC
Mark R i ;3 r e President,Finance
Printed N pa
Signature
ATTEST: �T La�� BOARD OF COUNTY COMMISSIONERS
Weld •u t. Clerk to the Boar WELD COUNTY,COLORA elttA.(1/42
BY: Deputy Cler/to the Board �''JA lk
,.. Barbara Kirkmeyer,C air NOV 0 9 2015
APPROVED AS TO FUNDING:
APPROV AS TO SU ANCE:
zeZfenee,a4r.......e.1
Controller
Elected Official or Department Head
`t,tUftC6
APPRO, AS TO F M: _ t
Director of General Services
50 003.1_
County Attorney 020//-a-21/ (1)
Attachment A
Weld County, Colorado
Effective January 1, 2016 through December 31,2017
No. of Inmates * Price per Meal
500-549 $1.142
550-599 $1.104
600-649 $1.060
650-699 $1.051
700-749 $1.031
750-799 $1.011
*The total number of inmate meals served per week is divided by 21 in order to determine the price point on
the sliding scale.
Amendment No.3 to Operating Agreement—Food Service
THIS AMENDMENT No. 3, is entered into this i dayAof /�py�
the County of Weld,Colorado("County"), � 'ice 2014,aby and aware limited
liability company with offices at the ARAMARK Tower, 1101 arket) Street, hiladelph�lPennsylvvania
19107,("ARAMARK").
WITNESSETII:
WHEREAS, on December 28, 2011 the parties entered into an Agreement for the management of the
food service operation at the Weld County North Jail Complex and Centennial Residential Work Release
Facility(as amended,the"Agreement");
WHEREAS, the parties acknowledge the need to address volatility in the cost of food commodities;
and
WHEREAS, the parties desire to amend the Agreement as hereinafter set forth, effective January 1,
2015.
NOW,THEREFORE, in consideration of the foregoing and of the mutual promises in the Agreement
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as set forth below. Capitalized terms used but not defined in this Amendment have the
meanings ascribed to such terms in the Agreement.
1. Term: In accordance with Paragraph 6 of the Agreement, the parties agree to extend the term for an
additional one-year period from January 1,2015 through December 31,2015.
2. Price Adjustment: In accordance with Paragraph 3B of the Agreement, the parties agree that the price
per meal charged to the County by ARAMARK shall be changed as set forth on Attachment A as a
result of changes in the Consumer Price Index. This price shall be effective from January 1, 2015
through December 31,2015, and shall supersede in all respects the price per meal set forth in Paragraph
3B of the Agreement or in any other prior agreements between the parties.
3. Effect of Amendment: Except as specifically set forth herein, all other terms and provisions of the
Agreement shall remain unaffected by this Amendment and continue in full force and effect.
IN WITNESS WHEREOF,the parties hereto have caused this Amendment No. 3 to be signed by their
duly authorized representatives the day and year first written above.
ARAMARI{Cone 'onal Services,LLC County of Weld
By: dams State of Colorado
Mark R. dams By: d
Vice President,Finance
a2 any ,50ls4erbi'l)
►�_q �� ado/% g79/
Attachment A
Weld County,Colorado
Effective January 1,2015 through December 31, 2015
No. of Inmates * Price Der Meal
500-549 $1.112
550-599 $1.075
600-649 $1.032
650-699 $1.023
700-749 $1.004
750-799 $0.985
*The total number of inmate meals served per week is divided by 21 in order to determine the price point on
the sliding scale.
ATTEST: � ;ok BOARD OF COUNTY COMMISSIONERS
Weld County-Clerk to the . WELD COUNTY, COLORADO
Deputy Cle to the :o. ;r;, ,� Douglas Rade acne', hair DEC 0 8 2014
361 1 0
APPROVED AS TO FU • KciI APPR VED AST UBST tjICE:
ontroller - — ected O _ial or Depa wit J ad
APPRO ED AS TO FORM: I S_A
Director o general Services
County Attorney
/12//- P/9/
• r Amendment No.2 to Operating Agreement FoodService
ri
THIS AMENDMENT No.2,is entered into this 9' day of beeem bet' ,2013 by and between
the County of Weld,Colorado("County"),and ARAMARK Correctional Services,LLC,a Delaware limited
liability company with offices at the ARAMARK Tower, 1101 Market Street, Philadelphia, Pennsylvania
19107,("ARAMARK").
WITNESSETH:
WHEREAS, on December 28, 2011 the parties entered into an Agreement for the management of the
food service operation at the Weld County North Jail Complex and Centennial Residential Work Release
Facility(as amended,the"Agreement");
WHEREAS, the parties acknowledge the need to address volatility in the cost of food commodities;
and
WHEREAS, the parties desire to amend the Agreement as hereinafter set forth, effective January 1,
2014.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises in the Agreement
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as set forth below. Capitalized terms used but not defined in this Amendment have the
meanings ascribed to such terms in the Agreement.
1. Term: In accordance with Paragraph 6 of the Agreement, the parties agree to extend the term for an
additional one-year period from January 1,2014 through December 31,2014.
2. Price Adjustment: In accordance with Paragraph 3B of the Agreement,the parties agree that the price
per meal charged to the County by ARAMARK shall be changed as set forth on Attachment A as a
result of changes in the Consumer Price Index. This price shall be effective from January 1, 2014
through December 31,2014, and shall supersede in all respects the price per meal set forth in Paragraph
3B of the Agreement or in any other prior agreements between the parties.
3. Effect of Amendment: Except as specifically set forth herein, all other terms and provisions of the
Agreement ehall remain unaffected by this Amendment and continue in full force and effect.
IN WITNESS WHEREOF,the parties hereto ha*caused this Amendment No. 2 to be signed by their
duly authorized representatives the day and year first written above.
ARAMARK rkectional Services,LLC County of Weld
B \ � State of Col o
y
Mark R.Adams By;
Vice President,Finance William F. Garcia, Chair
Board of Weld County Ca iolleti-Bs
k da
r0�9 50 0032
4
Attachment
Weld County, Colorado
Effective January 1,2014 through December 31,2014 . ; '
No. of Inmates * Price per Meat
500-549 $1.087
550-599 $1.051
600-649 $1.009
650-699 $1.000
700-749 $0.981
750-799 $0.963
*The total number of inmate meals served per week is divided by 21 in order to determine the price point on
the sliding scale.
Amendment No. 1 to Operating Agreement// —Food Service
THIS AMENDMENT No. 1, is entered into this /-7 day of November, 2012 by and between the
County of Weld, Colorado ("County"), and ARAMARK Correctional Services, LLC, a Delaware limited
liability company with offices at the ARAMARK Tower, 1101 Market Street, Philadelphia, Pennsylvania
19107, ("ARAMARK").
WITNESSETH:
WHEREAS, on December 28, 2011 the parties entered into an Agreement for the management of the
food service operation at the Weld County North Jail Complex and Centennial Residential Work Release
Facility(the "Agreement");
WHEREAS, the parties acknowledge the need to address volatility in the cost of food commodities;
and
WHEREAS, the parties desire to amend the Agreement as hereinafter set forth, effective January 1,
2013.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises in the Agreement
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as set forth below. Capitalized terms used but not defined in this Amendment have the
meanings ascribed to such terms in the Agreement.
1. Term: In accordance with Paragraph 6 of the Agreement, the parties agree to extend the term for an
additional one-year period from January I, 2013 through December 31,2013.
2. Price Adjustment: In accordance with Paragraph 3B of the Agreement, the parties agree that the price
per meal charged to the County by ARAMARK shall be changed as set forth on Attachment A as a
result of changes in the Consumer Price Index. This price shall be effective from January 1, 2013
through December 31, 2013, and shall supersede in all respects the price per meal set forth in Paragraph
3B of the Agreement or in any other prior agreements between the parties.
3. Effect of Amendment: Except as specifically set forth herein, all other terms and provisions of the
Agreement shall remain unaffected by this Amendment and continue in full force and effect.
IN WITNESS WHEREOF,the parties hereto have caused this Amendment No. 1 to be signed by their
duly authorized representatives the day and year first written above.
BRAMA�rrectiona LLC Countya
State of Colorado
By:
David Kimmel By: ,
Vice President, Finance Sean P. Conway, Chair
Board of Weld County Commissioners
NOV 1 4 261
C�(Aso)fCazie/,dtt p (c3��
//—/4L c-t'/- ) /AIL 4 - so 1,2C.C 384200.1
0 j/-/S1-�nio
Attachment A
Weld County, Colorado
Effective January 1,2013 through December 31, 2013
No. of Inmates * Price per Meal
500-549 $1.062
550-599 $1.027
600-649 $0.986
650-699 $0.977
700-749 $0.959
750-799 $0.941
*The total number of inmate meals served per week is divided by 21 in order to determine the price point on
the sliding scale.
384200.1
OPERATING AGREEMENT - FOOD SERVICE
This OPERATING AGREEMENT (the "Agreement") is made as of
/0?- , 20/J (the "Effective Date") by and between the County of Weld, with
offices at 1150 O Street, Greeley, CO 80632 (the "County"), and ARAMARK Correctional
Services, LLC, a Delaware limited liability company, having a place of business at the
ARAMARK Tower, 1101 Market Street, Philadelphia, Pennsylvania 19107 ("ARAMARK").
WITNESSETH:
1. GRANT: The County hereby grants to ARAMARK the exclusive right to provide food
service (excluding vending machine operation) for the County's inmates, staff and visitors at the
Weld County North Complex Jail located at 2110 O Street, Greeley, CO and the Residential
Work Release Facility located at 1390 North 17th Avenue, Greeley, CO 80631 (collectively, the
"Facility"). ARAMARK hereby agrees to furnish nutritious, wholesome, and palatable food to
such inmates, staff and visitors in accordance with this Agreement. The food service shall meet
all current standards as established by:
A. The American Correctional Association.
B. The Food and Nutritional Board of the National Academy Science as prescribed
for inmates.
C. The State of Colorado.
2. OPERATIONAL RESPONSIBILITIES:
A. Facilities And Equipment: The County shall, at its expense, provide
ARAMARK with adequate preparation kitchen, office and storage facilities at the Facility,
completely equipped and ready to operate, together with such heat, refrigeration and utilities
services (including local telephone service) as may be reasonably required for the efficient
performance of the Agreement. ARAMARK shall be responsible for the cost of long distance
telephone service.
The County shall furnish building maintenance services for the Facility and shall
provide preventive maintenance and equipment repairs and replacements for the County-owned
equipment. The County shall furnish and maintain an adequate inventory of serviceware,
thermal tray and delivery equipment, pots, pans, beverage containers and utensils at the Facility.
Should the County fail to provide the equipment, repair, maintenance and
replacement services or supplies described in this Section, after notice from ARAMARK to do
so, ARAMARK may, in its discretion and at its option, choose to provide, and bill the County
for, such equipment, repair, maintenance and replacement services or supplies. In that event, the
County shall pay for such equipment, repair, maintenance and replacement services or supplies
uric t tz. Iir,c�
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352916 r � ' 2791
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at the prices billed by ARAMARK. Such prices shall be competitive with the cost of obtaining
such products or services from an independent source in the open market.
B. Emergency Plan: ARAMARK shall submit a contingency emergency plan to
provide for meal service in the event of a Force Majeure (hereinafter defined) within 60 days
after the commencement of operations. In the event of a Force Majeure, the County shall assist
ARAMARK by permitting reasonable variations in ARAMARK's menu cycle and service
methods. However, ARAMARK shall not be relieved of its responsibility to provide meal
service under the terms of this Agreement. Additional costs, if any, incurred in providing service
in the event of a Force Majeure shall be borne by the County. The term "Force Majeure" means
any war, riot or other disorder, strike or other work stoppage, act of terrorism, fire, flood, or any
other act not within the control of the party whose performance is interfered with, and which, by
reasonable diligence, such party is unable to prevent.
C. Meal Delivery: Facility personnel shall receive meals at the County kitchen,
shall transport such meals to appropriate areas, and shall return all trays and delivery equipment
to ARAMARK at the County kitchen, in a timely manner.
D. Food Products And Cleaning Supplies: ARAMARK shall purchase and pay for
all food products and kitchen cleaning supplies. Products purchased for use in the food service
operation shall be the property of ARAMARK. The County shall be responsible for providing
maintenance supplies and for maintaining kitchen appliances and equipment at the County's
expense.
ARAMARK shall purchase all food products from USDA inspected plants that
are approved as strictly complying with food safety standards. All food products purchased have
a manufacturer's and distributor's assurance of safe handling. Food products are reviewed and
approved by ARAMARK's registered dietitians to ensure that the food products meet inmate
acceptability and nutritional standards.
E. Portion Size Requirements: All entrée portions listed on the menu that are
purchased fully cooked, within the manufacturer's tolerance specifications, are based on weight
measurements prior to reheating. Casserole portions and entrée portions made from scratch are
based upon weight measurements after the food has been cooked according to standardized
recipes.
F. Menu: The menu served at the Facility may be modified in any way by mutual
agreement of the parties.
G. Sanitation: ARAMARK shall be responsible for daily cleaning and
housekeeping in the food preparation, service, receiving and storage areas, and shall, on a
continuing basis, maintain high standards for sanitation. The County shall provide janitorial
services outside the kitchen facilities provided to ARAMARK. The County shall clean the vents
and ductwork leading to the roof from food preparation areas. The County shall be responsible
352916
for extermination services and the removal of trash and garbage from the designated food service
area.
H. Personnel: ARAMARK shall provide on-site management and supervisory
personnel, and from its regional and headquarters locations, administrative, dietetic, purchasing,
equipment consulting and personnel advice and supervision. The County shall provide inmate
workers at the Facility kitchen. The number of inmates required shall be determined by the
County liaison and ARAMARK's district manager prior to the commencement of operations.
Such inmates shall be assigned duties in the food service operation that may include sanitation,
food preparation and production, and storeroom functions.
The County acknowledges that ARAMARK has invested considerable amounts of
time and money in training its management and supervisory employees in systems, procedures,
methods, forms, reports, formulas, computer programs, recipes, menus, plans, techniques and other
valuable information which is proprietary and unique to ARAMARK's manner of conducting its
business and that such information is available, on a confidential basis, to ARAMARK's
management and supervisory employees. Therefore, the County agrees that management and
supervisory employees of ARAMARK shall neither be hired by the County for the term of this
Agreement and twelve (12) months thereafter, nor shall the County permit management and
supervisory employees of ARAMARK to be employed on the County's premises for a period of
twelve (12) months subsequent to the termination of this Agreement (unless such employees were
formerly employees of the County). For the purpose of this prohibition, "management and
supervisory employees" shall be defined as those persons who have directly or indirectly performed
management or professional services on the County's premises at any time during the twelve (12)
month period immediately preceding termination of this Agreement.
In addition, the County agrees that if it violates the conditions set forth in the
immediately preceding paragraph, then the County shall pay to ARAMARK, and ARAMARK shall
accept as liquidated damages and not as a penalty for such breach, an amount equal to two times the
annual salary of each ARAMARK management or supervisory employee hired by the County or
allowed to work on the County's premises in violation of the terms of this Agreement.
The County retains the right to thoroughly investigate any current or prospective
employees assigned to the Facility, subject to applicable Federal, state and local laws and
regulations, including but not limited to, the Federal Polygraph Protection Act, as amended. If
ARAMARK incurs any costs, including legal fees, retroactive wages and damages, as a result of
any personnel action taken by the County or by ARAMARK at the direction of the County,
which ARAMARK would not have taken but for the County's direction, the County shall
reimburse ARAMARK for such costs.
I. Equal Employment Opportunity: ARAMARK and the County mutually agree
that they shall not discriminate against any employee or applicant for employment or on any
matter directly or indirectly related to employment, because of race, color, religion, sex, sexual
preference, national origin, physical or mental handicap where not relevant to the job, height,
352916
weight, age, marital status, or other criteria made illegal by state or federal law or the County
policy. In addition, ARAMARK agrees to take affirmative steps to ensure that applicants are
employed, and that employees are treated, during employment, without regard to the criteria
listed above.
J. Insurance: ARAMARK shall provide and maintain the following insurance
coverage:
Worker's Compensation insurance as required by law.
Comprehensive General (Public) Liability to include (but not be limited to) the following:
Premises/operation; independent contractors; bodily injury; products/completed operation;
contractual liability with a combined single limit for bodily injury and property damage of
$1,000,000.00 per occurrence. ARAMARK may satisfy these requirements through a
combination of primary and excess coverage.
The County and ARAMARK waive any and all right of recovery from each other for
property damage or loss of use thereof, howsoever occurring. This waiver shall include, but not be
limited to, losses covered by policies of fire, extended coverage, boiler explosion and sprinkler
leakage. This waiver shall not apply to claims for personal injury or death.
Any insurance coverage (additional insured or otherwise) that ARAMARK provides for
the County, its officers, employees, agents and servants shall only cover liability assumed by
ARAMARK in this Agreement; such insurance coverage shall not cover liability in connection
with or arising out of the wrongful or negligent acts or omissions of the County or its officers,
employees, agents and servants.
K. Hazardous Substances; Pre-Existing Conditions. ARAMARK has no duty to
investigate, detect, prevent, handle, encapsulate, remove, or dispose of, and will have no
responsibility to the County or others for any exposure of persons or property to, asbestos, lead,
fuel storage tanks or contents, indoor air pollutants or contaminants, poor air quality, or
hazardous, toxic, or regulated waste substances, mold, fungi, mildew, pollutants, or contaminants
(collectively, the "Hazardous Substances") at the Facility or the surrounding premises. The
County will comply with all applicable federal, state, and local laws and regulations, which have
been or will be enacted during the term of this Agreement, regarding such Hazardous Substances
on the County's premises. The County will inform ARAMARK of the presence of such
Hazardous Substances and acknowledges that ARAMARK employees will not be required to
work in any location where they could be exposed to such Hazardous Substances. ARAMARK
has advised the County that it does not provide or assume any responsibility to monitor or
remediate mold, fungi, mildew, indoor air quality or any similar conditions, and that all
determinations and corrective actions regarding mold, fungi, mildew, indoor air quality and any
similar conditions shall be made by the County or a third party retained by the County. In no
case will any ARAMARK employee act in the capacity of a "Designated Person" (within the
meaning of the Asbestos Hazard Emergency Response Act, "AHERA"), which duties remain
352916
solely with the County.
ARAMARK will not be responsible for any conditions that existed in, on, or upon the
Facility before the commencement date of this Agreement ("Pre-Existing Conditions"),
including, without limitation, environmental impairments, and other conditions. The County
shall indemnify and hold harmless ARAMARK, its subsidiaries and affiliated companies, and
their respective directors, officers and employees, against any liability related to, or arising out
of, any defective condition or the presence of Hazardous Substances or Pre-Existing Conditions
on or at the Facility or the surrounding premises, or the claimed or actual release or threatened
release or disposal of Hazardous Substances from or at the Facility, to the extent not caused by
the willful misconduct or grossly negligent acts or omissions of ARAMARK, its employees or
subcontractors, including, without limitation, fines, penalties, clean-up costs, or costs of other
environmental remediation measures.
L. Damages: ARAMARK's liability hereunder shall not under any circumstances
exceed the greater of(a) two (2) percent of the net revenue received by ARAMARK pursuant to
this Agreement during the twelve (12) months prior to the applicable claim or (b) the actual
proceeds of insurance (not to exceed the maximum limits of insurance required by Section 2.J.),
less any applicable deductible. In no event will either party be liable to the other party for any
loss of business, business interruption, consequential, special, indirect or punitive damages.
M. Compliance With Laws: Each party hereto shall comply with all statutes, lawful
ordinances, regulations and requirements, federal, state, and local applicable to their activities
hereunder. The County shall provide reasonable and adequate physical security at all times for
ARAMARK employees, suppliers, management and other authorized visitors.
N. License, Fees, Permits, And Taxes: ARAMARK shall secure and pay for all
federal, state and local licenses, permits and fees required for the food service operation. The
County represents and warrants that it is a tax-exempt entity and, further, agrees to provide
evidence of its tax-exempt status to ARAMARK upon request. The County further agrees to
notify ARAMARK promptly in the event of a change in its tax-exempt status. In the event that a
determination is made by a government authority that any sales, purchases, payments or use of
property made to or by ARAMARK under this Agreement, either in whole or in part, is subject to
any sales, use, gross receipts, property or any similar tax which tax was not contemplated by the
parties at the commencement of operations hereunder, the full amount of any such tax liability,
together with any interest paid by ARAMARK, shall be invoiced by ARAMARK and shall be
reimbursed by the County, notwithstanding the fact that this Agreement may have expired or been
terminated for any reason by either party prior to the date of such determination.
3. FINANCIAL AND ACCOUNTING ARRANGEMENTS:
A. Meal Service and Prices: ARAMARK shall provide meals to the County's
inmates, staff and visitors at the per meal prices set forth in Attachment A. ARAMARK will
provide, at no additional cost, a lacto-ovo vegetarian and/or vegan diet for all religious requests
352916
from the administrative or religious authority. Other religious meals requested by the administration
or religious authority, such as prepackaged meals, shall be provided at a price to be mutually agreed
in advance. The County shall notify ARAMARK of the actual number of meals ordered each day
at a mutually agreed upon time prior to meal service, and the County shall make additions or
deletions to such order within a mutually agreed upon time prior to meal service. When the
initial notice of meals ordered is not given timely, ARAMARK shall prepare and will be paid for
the same number of meals as prepared for the previous day.
B. Price Adjustments: The per meal prices stated in this Agreement are firm for the
period beginning on the Effective Date and ending on December 31, 2012. Per meal prices for
each subsequent 12-month period shall be increased on each anniversary of the Effective Date by
an amount to be mutually agreed upon and set forth in an amendment to this Agreement in the
form attached hereto as Attachment B; provided, however, that in the event no agreement is
reached with respect to such increase, per meal prices shall be increased as further set forth
below by the greater of the (a) yearly percentage change in the Consumer Price Index, All Urban
Consumers, U.S. City Average, Food Away From Home Index ("CPI-FAH"), published by the
U.S. Department of Labor and (b) the yearly percentage change in the Market Basket of Products
(as defined below) which approximate the products served at the facilities covered by this
Agreement (the "Client Menu"). The period for determining CPI-FAH and Market Basket of
Products increases shall be October of the immediately preceding year to October of the then-
current year (the "Base Period").
As set forth on the sample client statement attached as Attachment C, a copy of which
shall be provided prior to implementing any price adjustments pursuant to this section, the
"Market Basket of Products" represents categories or types of products that are generally used in
the Client Menu. Such products are classified into the following six categories of food items
(each, a "Menu Category"): beverage (composed of juice and non-alcoholic drinks other than
milk); baked goods; produce (composed of fruits and vegetables); dairy; meat; and grocery items
(composed of the food items in the menu that are not otherwise included in one of the preceding
categories). Each Menu Category will be ascribed a percentage (the "Category Weighting")
representing the proportion of the Client Menu that such Menu Category approximately
represents based on purchasing levels during the Base Period. Each Category Weighting will
then be multiplied by the percentage change in the corresponding Bureau of Labor Statistics
("BLS") category compiled by the U.S. Department of Labor and published at www.bls.gov for
the Base Period, and the results of each such calculation will be added together to arrive at the
overall percentage change which will represent the Market Basket of Products. For the
avoidance of doubt, the BLS categories to be multiplied by the Category Weightings are (1)
Beverage, All Urban Consumers, U.S. City Average; (2) Baked Goods, All Urban Consumers,
U.S. City Average; (3) Produce, All Urban Consumers, U.S. City Average; (4) Dairy, All Urban
Consumers, U.S. City Average; (5) Meat, All Urban Consumers, U.S. City Average; and (6)
Food, All Urban Consumers, U.S. City Average. In the event that there are any changes in the
method in which the BLS reports its annual statistics, including any changes or modifications to
any of the applicable BLS categories, the parties agree to negotiate a mutually agreeable
modification to the appropriate Market Basket of Products category or categories or the
352916
methodology described above. If the parties do not agree on such a modification, ARAMARK
shall have the right to terminate the Agreement upon 90 days' prior written notice. The Market
Basket of Products is designed to approximate price adjustments with product cost increases at
the facility or facilities covered by this Agreement. The Market Basket of Products is an
estimate of food costs only and actual costs may vary. While the Menu Categories attempt to
approximate the products served at the facility or facilities covered by this Agreement, they may
not precisely parallel actual usage or the BLS categories listed above.
Please refer to Attachment C for an example of the Market Basket of Products
calculation.
C. Additional Services: Food, beverage and other services required or desired by
the Facility outside the scope of this Agreement (including Fresh Favorites) shall be provided by
ARAMARK upon written authorization by the County and/or Sheriff at mutually agreed upon
prices for such services.
D. Billing: ARAMARK shall submit to the County on the first day of every week,
for the preceding week an invoice for inmate/staff meals ordered or served, whichever is greater,
and other goods or services provided by ARAMARK, if any. The invoice shall reflect the
preceding week's food services detailing the exact number of meals served on a daily basis as
follows:
1. Actual number of adult inmate meals
2. Actual number of staff/visitor meals
3. Any additional food, beverage or other services, as required
ARAMARK shall provide the County with a comprehensive monthly summary of
meals, services and credits. This summary shall be forwarded to the County Administrator or his
designee each month.
G. Manner Of Payment: Payment shall be made by check payable to ARAMARK
Correctional Services, LLC within fifteen (15) days after the invoice date. Such payment shall
be sent to:
ARAMARK Correctional Services, LLC
P.O. Box 406019
Atlanta, Georgia 30384-6019
(Payments only shall be sent to this address, all other correspondence shall be sent
to the address set forth in Section 9 hereof) If any invoices are not paid within twenty-five (25)
days of the invoice date, interest shall be charged on each invoice at One Hundred Twenty-Five
Percent (125%) of the Prime Interest Rate per annum on the unpaid balance (or in the event local
law prohibits the charging of such rate, interest shall be charged at the maximum legal rate
permitted), computed from the invoice date until the date paid. The term "Prime Interest Rate" shall
352916
mean the interest rate published in The Wall Street Journal as the base rate on corporate loans
posted by at least Seventy-Five Percent(75%)of the thirty(30) largest U.S. commercial banks, such
rate to be adjusted on the last day of each ARAMARK accounting period.
The right of ARAMARK to charge interest for late payment shall not be construed
as a waiver of ARAMARK's right to receive payment of invoices within fifteen (15) days of the
invoice date. In the event that ARAMARK incurs legal expense in enforcing its right to receive
timely payment of invoices, the County agrees to pay reasonable attorney's fees and other costs.
4. MATERIAL ADVERSE CHANGE: The financial arrangements in this Agreement are
based on conditions existing as of the Effective Date including any representations regarding
existing and future conditions made by County in connection with the negotiation and execution
of this Agreement. If such conditions change due to causes beyond ARAMARK's control,
including, but not limited to, a change in the scope of ARAMARK's services; menu changes; a
decrease in the Facility's inmate population or the availability of inmate labor; efforts to
organize labor; increases in food, fuel, equipment, utilities and supply costs; Federal, State and
local sales, and other taxes and other operation costs; a change in Federal, State and local
standards, requirements recommendations, and regulations including any applicable Child
Nutrition Programs; or other unforeseen external market conditions outside ARAMARK's
control, then ARAMARK shall give County written notice of such increase or change, and
within thirty (30) calendar days after such notice, ARAMARK and County shall mutually agree
upon modification(s) to offset the impact of the increase or change, which modifications may
include any or a combination of the following: an adjustment to ARAMARK's price per meal,
modifications to the menu, or modifications to ARAMARK's scope of services.
5. ACCESS AND RECORDS: ARAMARK will maintain accurate books and records in
connection with the food service operation and shall retain such records for thirty-six (36)
months after the close of the federal fiscal year (October 1, through September 30).
6. TERM OF AGREEMENT: The initial term of this Agreement shall commence on
January 1, 2012, and shall continue through December 31, 2012. By mutual agreement, this
Agreement may be renewed for three (3) additional one year periods. Thereafter, the County and
ARAMARK may extend this Agreement for additional periods of twelve (12) months each,
provided that the services to be provided, and the prices thereof, for the extension period, have
been mutually agreed upon by the County and ARAMARK.
7. TERMINATION:
A. Termination For Convenience: Either party may terminate this Agreement for
convenience, at any time during the term or any renewal or extension, upon ninety (90) days
notice to the other party.
B. Termination For Default: Either party may terminate this Agreement upon a
breach or default of this Agreement by the other party, which is not cured within thirty (30) days
352916
after receipt by the defaulting party of a notice from the non-defaulting party, specifying the
nature of such breach or default.
C. Consequences Of Termination: If this Agreement is terminated under any
circumstances, the County shall pay ARAMARK for all inmate and staff meals, and other
services, provided by ARAMARK to and including the date of termination, at the prices and
within the payment periods set forth in this Agreement. The County's obligation to pay for
meals and services provided shall survive the termination or expiration of this Agreement.
Upon the expiration or any termination of this Agreement, the County agrees, if
requested by ARAMARK, to purchase ARAMARK's usable inventory of food and supplies.
The purchase price for such inventory shall be ARAMARK's invoice cost.
8. NOTICE: All notices or other communication hereunder shall be deemed to be duly
given when made in writing and delivered in person or deposited in the United States mail,
postage prepaid, certified mail, return receipt requested and addressed to the party at its
respective address first set forth above, or such other address as it may designate, by notice given
as aforesaid.
9. CONFLICTS OF INTEREST: ARAMARK covenants that it presently has no interest
and shall not acquire any interest, direct or indirect, which would conflict in any manner or
degree with performance of this Agreement and no person having any such interest shall be
employed. In addition, no officer, agent or employee of the County and no member of its
governing body shall participate in any decision relating to this Agreement which affects his/her
personal interest or any corporation, partnership, association which he/she is directly or
indirectly interested or has any personal or pecuniary interest.
10. CONFIDENTIAL INFORMATION: All financial, statistical, operating and personnel
materials and information, including, but not limited to, software, technical manuals, recipes, menus
and meal plans, policy and procedure manuals and computer programs relative to or utilized in
ARAMARK's business (collectively, the "ARAMARK Proprietary Information") are and shall
remain confidential and the sole property of ARAMARK and constitute trade secrets of
ARAMARK. The County shall keep all ARAMARK Proprietary Information confidential and shall
use the ARAMARK Proprietary Information only for the purpose of fulfilling the terms of this
Agreement. The County shall not photocopy or otherwise duplicate any materials containing any
ARAMARK Proprietary Information without the prior written consent of ARAMARK. Upon the
expiration or any termination of this Agreement, all materials containing any ARAMARK
Proprietary Information shall be returned to ARAMARK.
11. ASSIGNMENT: ARAMARK may not assign this Agreement without the County's
prior written consent (not to be unreasonably withheld, conditioned or delayed), except that
ARAMARK may assign this Agreement, in its sole discretion, to any of its affiliates without any
consent being required. The term "affiliate" means any corporation, limited liability company or
any other person controlling, controlled by or under common control with, ARAMARK.
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12. PRESS RELATIONS: ARAMARK shall coordinate with the County Sheriff or Facility
Administrator on any and all press or media releases.
13. ENTIRE AGREEMENT: This Agreement represents the entire agreement and
understanding between the County and ARAMARK and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended only by
written instrument signed by both the County and ARAMARK.
14. SEVERABILITY: If any provision hereof or the application thereof to any person or
circumstance is held to any extent, to be void, invalid or unenforceable, the remainder of this
Agreement, and the application of such provision to other persons or circumstances, shall not be
affected thereby, and shall be valid and enforceable to the fullest extent permitted by law.
15. WAIVER: The failure of ARAMARK or the County to exercise any right or remedy
available under this Agreement upon the other party's breach of the terms, covenants and
conditions of this Agreement or the failure to demand the prompt performance of any obligation
under this Agreement shall not be deemed a waiver of such right or remedy; or the requirement
of punctual performance; or of any subsequent breach or default on the part of the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their
duly authorized representatives as of the day and year first above written.
ARAMARK Correctional Services, LLC County of Weld
State of Colorado
By: B .
David Kimmel ar ara it mey r, Chai
Vice President, Finance
DEC 282011
352916
Attachment A
Weld County, Colorado
Effective January 1, 2012 through December 31,2012
No. of Inmates * Price per Meal
500-549 $1.033
550-599 $0.999
600-649 $0.959
650-699 $0.950
700-749 $0.933
750-799 $0.915
*The total number of inmate meals served per week is divided by 21 in order to determine the price
point on the sliding scale.
FORM OF AMENDMENT FOR IMPLEMENTING MARKET BASKET INCREASES
Attachment B
Amendment No._to Operating Agreement
THIS AMENDMENT NO. _ (the "Amendment"), is entered into this day of
20_ by and between , with offices at (" "), and
ARAMARK Correctional Services, LLC, a Delaware limited liability company, having its principal place of
business located at the ARAMARK Tower, 1101 Market Street, Philadelphia PA 19107 ("ARAMARK").
WHEREAS, and ARAMARK entered into an dated for
the management of the food service operation at (as amended,the "Agreement");
WHEREAS, the parties acknowledge the need to address volatility in the cost of food commodities;
and
WHEREAS, the parties desire to amend the provisions of the Agreement as follows, effective
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises in the
Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as set forth below. Capitalized terms used but not defined in this Amendment
have the meanings ascribed to such terms in the Agreement.
1. Price Adjustment: In accordance with [Paragraph _ of Amendment No. _ to the
Agreement][Paragraph_of the Agreement],the parties agree that the price per meal charged to
by ARAMARK shall be changed as set forth on Attachment A as a result of[changes in the Consumer Price
Index][changes in the Market Basket of Products][mutual agreement of the parties]. This price shall be
effective from , 20_through , 20 . , and shall supersede in all respects the
price per meal set forth in Paragraph [ ] of the Agreement or in any other prior agreements between the
parties.
2. Release: The methodology used to determine the price increase above, including the Category
Weighting percentages ascribed to each Menu Category, has been reviewed and accepted by the parties. By
their execution of this Amendment, each party hereby waives and releases any and all claims it may have
based upon or arising out of any such methodology (including the elements thereof) used to calculate the price
per meal as set forth in this Amendment, and further agrees not to bring any action, suit or proceeding
challenging such methodology or calculation.
3. Except as specifically set forth herein, all other terms and provisions of the Agreement shall remain
unaffected by this Amendment and continue in full force and effect
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. _to be signed by
their duly authorized representatives the day and year first written above.
ARAMARK Correctional Services,LLC [ 1
By: By:
David Kimmel
Vice President Finance
Attachment C
Sample Client Statement-Market Basket of Products Calculation
XYZ County Exhibit
Market Basket Price Redetermination Statement
Period Ended Current Month xxth, 2009
Current
Month
Menu Category Weighted
CATEGORY Weighting CPI 0/0 CPI 0/0
Baked Goods 12.62% 8.83% 1.11%
Beverage 5.68% 4.71% 0.27%
Dairy 12.51% -5.00% -0.63%
Grocery * 23.32% 4.80% 1.12%
Produce 17.15% 1.00% 0.17%
Protein 28.73% 5.20% 1.49%
TOTAL 100.00% 3.540/0
Current Month CPI Food Away from Home
Index 4.76%
Greater of Market Basket to Current Month CPI - Food Away from Home 4.76%
XYZ County Exhibit
Market Basket Price Redetermination Statement
Period Ended Current Month xxth, 2009
Current
Month
Menu Category Weighted
CATEGORY Weighting CPI 0/0 CPI 0/0
Baked Goods 12.62% 8.83% 1.11%
Beverage 5.68% 4.71% 0.27%
Dairy 12.51% 6.00% 0.75%
Grocery * 23.32% 4.80% 1.12%
Produce 17.15% 1.00% 0.17%
Protein 28.73% 5.20% 1.49%
TOTAL 100.00% 4.92%
Current Month CPI Food Away from Home
Index 4.76%
Greater of Market Basket to Current Month CPI - Food Away from Home 4.920/0
Notes
• *This category includes all menu items that are not otherwise included in another
Menu Category. ARAMARK applies the BLS CPI Food index to the"Grocery"
Menu Category for the calculation. The"Food" index encompasses the items in all
Menu Categories in addition to food items not used at the facility or facilities
covered by this Agreement.
fARAMARK
December 20, 2011
VIA OVERNIGHT DELIVERY
Sterling Geesaman
Weld County Detention Facility
2110 O Street
Greeley, CO 80631
Re: Agreement—Food Service for Weld County North Complex Jail and Residential
Work Release Facility, Greeley, Colorado
Dear Mr. Geesaman:
Enclosed please find three(3) original Agreements—Food Service for the Weld County North
Complex Jail and Residential Work Release Facility, Greeley, Colorado and ARAMARK
Correctional Services, LLC which have been executed on behalf of ARAMARK Correctional
Services, LLC.
Please sign the documents where indicated and where appropriate fill in the date on the first page.
Once the signatures from the department have been obtained, please have one fully executed
original returned to me by January 10, 2012.
Should you have any questions, please contact Kristin Blackman at 215-238-3437.
Thank you.
Sincerely, ///SSW Glenda Schmauder, Assistant to
Kristin Blackman, Esquire
Enclosures
1101 Market Street,29th Floor
Philadelphia,PA 19107
215-238-3243 Fax 215-238-8242
Schmauder-glenda@aramark.com
Food Services RFP Summary
North Jail Complex & Residential Work Release
The objectives of the RFP were to obtain a per meal cost for the North Jail Complex
and the Residential Work Release Facility.
A mandatory pre-bid conference was held. Five bidders responded to the RFP. All
provided a sliding scale of per meal costs related to the average daily population and
specifications allow providers to seek annual cost adjustments at rates tied to the
Consumer Price Index.
Evaluation of Proposals
An Evaluation Committee appointed by the Offender Supervision Bureau Chief of the
Weld County Sheriffs Office evaluated the proposals. The Evaluation Committee will
make recommendations to the Weld County Board of County Commissioners who will
determine what bidder, if any, is awarded the bid.
Each proposal was evaluated in the following categories:
Price (0-50 points)
Food Preparation Procedures (0-50 points)
Corporate stability (0-50 points)
Project personnel (0-50 points)
Security and sanitation procedures (0-50 points)
Emergency contingency plan (0-25 points)
Total Possible Points-- 275 points
A. Price: All responses shall be rated from the common reference point of cost
per meal ordered for the North Jail Complex and Work Release Facility
B. Food Preparation Procedures: Each firm will be evaluated in the area of food
preparation, including menus, special diets, quality assurance and production
control
C. Corporate Stability: Each firm will be evaluated in four (4) primary areas (Total
value of 50 points)--
a. Ability to meet minimum qualifications of proposal
b. Ability to comply with the scope of proposal, mandatory requirements
and specifications
c. Length of time the bidder has been in the business of providing food
services in the jail/correctional setting
d. Current and recent history of bidder's past performance of a similar
nature to the performance offered in response to the RFP with
supporting evidence (letters of reference) or readily attainable regarding
the quality of past performance and the reliability of responsiveness of
the bidder.
D. Project Personnel: Each firm will be evaluated on its approach to personnel
management including recruitment, compensation plan, training, supervision,
scheduling and staffing
P/7/0200 1 2_o] 1 -a
SO (I5c
a. Each firm shall provide evidence that specific training is provided to
employees and representatives of any subcontractor in appropriate
staff/offender relationships including sexual harassment and any form of
sexual misconduct inmate-on-inmate, staff-on-inmate, inmate-on staff
and the civil and criminal consequences of an inappropriate relationship.
E. Security and Sanitation Procedures
F. Emergency Contingency Plan: This area should include a field kitchen or
alternative to provide effective food service during an emergency that precludes
use of the facility kitchen
Committee Findings
Based on the Committee's evaluation the bidders ranking and evaluation point totals are
as follows:
Aramark 260
Canteen 235
CBM 220
ABL 200
Summit 85
The Sheriff's Office recommends the contract for food services, be awarded to Aramark.
Aramark was the low bid. While their cost per meal @ $.9590 was higher than the next
bidder, the cost per meal for the Residential Work Release Facility @ $.9590 and no
cost for diabetic snacks resulted in a 4% lower bid overall.
• Aramark is the current provider and is performing very well. The current site
management and staff are excellent and the Sheriff's Office is very satisfied with
this provider.
Canteen has a lower price per meal @ $.9450 for the North Jail however they are the
high bid @ $3.50 per meal for the Residential Work Release Facility and $1.00 each for
diabetic snacks. Issues with this bid:
• Canteen meets all minimum and mandatory requirements
• Canteen's has lost 4 Colorado contracts in the last 6 years. Adams County was
terminated in 2005 before the contract term. The reason for termination was the
inability to effectively supervise inmate workers and excessive equipment
maintenance and damage. Douglas & Broomfield County did not renew
contracts in 2007. Mesa County did not renew in 2008.
CBM Managed Services was next @ $.9990 per meal at the North Jail and $2.95 per
meal at the Residential Work Release Facility. Kosher meals are billed at the normal
meal rate + $.85 per meal. Diabetic snacks are billed @ $.90 each.
Issues with this bid:
• CBM appears to meet all minimum and mandatory requirements
• The vendor has a menu for religious diets, however does not include a kosher
menu.
2
ABL Management was next @ $1.0141 per meal at the North Jail and $3.35 per meal at
the Residential Work Release Facility. Kosher meals are @ $3.00 per meal and the bid
did not provide pricing for diabetic snacks.
Issues with this bid:
• Did not include any pricing for diabetic snacks
• Did not comply with the mandatory requirement to list names of correctional
facilities where services terminated or lost renewal as incumbent.
• This firm has no other Colorado facilities under contract and primarily serves the
southeastern U.S.
Summit Food Service was the high bid @ $1.08 per meal at the North Jail and did not
include pricing for the Residential Work Release Facility. The bid did not include pricing
for kosher meals.
Issues with this bid:
• Did not meet mandatory requirements. There was insufficient information
provided to assess the bidders ability to comply with the scope and specifications
required.
• Did not comply with the mandatory requirement to list names of correctional
facilities where services terminated or lost renewal as incumbent.
• Suggested vending machines be installed in response to pricing for snacks for
diabetics
• No emergency contingency plan included in bid.
3
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Amendment No. 1 to Operating Agreement—Food Service
/ L!
THIS AMENDMENT No. 1, is entered into this f-7 day of November, 2012 by and between the
County of Weld, Colorado ("County"), and ARAMARK Correctional Services, LLC, a Delaware limited
liability company with offices at the ARAMARK Tower, 1101 Market Street, Philadelphia, Pennsylvania
19107, ("ARAMARK").
WITNESSETH:
WHEREAS, on December 28, 2011 the parties entered into an Agreement for the management of the
food service operation at the Weld County North Jail Complex and Centennial Residential Work Release
Facility(the "Agreement");
WHEREAS, the parties acknowledge the need to address volatility in the cost of food commodities;
and
WHEREAS, the parties desire to amend the Agreement as hereinafter set forth, effective January 1,
2013.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises in the Agreement
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as set forth below. Capitalized terms used but not defined in this Amendment have the
meanings ascribed to such terms in the Agreement.
1. Term: In accordance with Paragraph 6 of the Agreement, the parties agree to extend the term for an
additional one-year period from January 1, 2013 through December 31, 2013.
2. Price Adjustment: In accordance with Paragraph 3B of the Agreement, the parties agree that the price
per meal charged to the County by ARAMARK shall be changed as set forth on Attachment A as a
result of changes in the Consumer Price Index. This price shall be effective from January 1, 2013
through December 31, 2013, and shall supersede in all respects the price per meal set forth in Paragraph
3B of the Agreement or in any other prior agreements between the parties.
3. Effect of Amendment: Except as specifically set forth herein, all other terms and provisions of the
Agreement shall remain unaffected by this Amendment and continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be signed by their
duly authorized representatives the day and year first written above.
ARAMA Correctional Services,LLC County of Weld
State of Colorado
By:
David Kimmel By:
Vice President, Finance
// X74/
(2cA5e4 f&C e/IdCh Sc) CG 3ca_
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