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Home My WebLink AboutMANUAL FOOD SERVICES AGREEMENT TRINITY'S FOOD CONTRACT (INMATE FOOD SERVICES ) MANUA� FOOD SERViCES AGREEMENT THIS AGREEMENT made this 12th day of December 2011 by and beriveen Ranaid Strength in his capacity as Sheriff of Richmond County, Georgia, with princlpai offices (acated at 401 Walton Way, Augusta, GA 3A901 ("Clienf°), and Trinify Ser►rices Group, Inc. with principaf aff►ces located at 38� Scarlet Boulevard, PO 6ox 1706, Oldsmar, FL 34677 ("Trinity"). IMTNESSE7H: WHEREAS, Client desires to avai) itseff of Trinity's food services; and WHEREAS, Trinity desires to pertarm such seroices for Client; NOW, THEREFORE, in c�nsideration of the mutual covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound hereby, agree as follows: SECTlON 1. CE.IENTS GRANT TO TRtNtTY � Client grants to Trinity, as an independent subcontracto�, the exclusive rfght to operate # inmate food services at t#is fallowing described premises: Richmond Counfy Jail, 401 Vllafton ; Way, Augusta, GA 30901 and Charles B. Wepster Detention Cen#er, 1941 Phinlzy Road, Augusta, GA 30908 {such locatian herefnafter referced to as the "Premises'), and the exclusive ; right to serve to inmates, staff; and other persons at such Premises foad products, non-alcoholic = beverages, and other such articles ("Products"} as shall be approved by the Client (such manual = food service hereinafter referred fo as "Services"). : SECTiON 2. TRINfTY'3 RESPONSIBIl.ITIES 2.1. Pursuant to the provisions of this Agr�emerrt, Trin�ty will operate and manage ifs f Servlces hereunder at such locati.ons as shall be agresd upon by the parties and keep its 8ervices adequateiy ssrviced and supplied wlth appl�op�iate merchandise of good quality at prices as agreed upon by the partias and further sei forth in Exhibit A, attached hereto. 2.2. Trinity agrees to pay aft �ederal, state, artd locai taxes which may be assessed against Trinity's equipment or merehandise while in the Premises, as well as all Federal., sfate, and iocal taxes assessed in connectlon with the operation af its Services a# the Premises. Trinity shall biQ and Cfient shali pay for all applicable sales taxes. Trinity also agrees to comply wfth a!! Federai, state, and local laws and regulations governing the preparatian, handNng, and serving of foods; ta procure and keep in effect all necessary licenses, permits, and food handler's cards required by law; and tfl post such permits within the kitchen in a prominetrt pEace as required by law. All costs In connectivn with such taxes (excluding Clierit's real estate and personal property taxes) referred to hereln, licenses, pem�its, and fbod hantiler's cards, shall be a Cost of 8usiness artd will be charged to the operation of the businass, 2.3. Trinity shal! hire ail employees necessary for the performance of this Agreement, � Upon being hired, such employees shall be subject ta such heaEth sxaminations as proper city, state, ar Federal authorities may require in connec�on with their employment in addition to ': security background screening as permitted by law to include criminal background checks conducted by the Client, All persons employed by Trinity will be the emplayees of T�inity, and not of the Client, and will be covered by employee dishonesty coverage. TrinRy shafl be solely respanslble for a11 employment withholding, socfat security, and other taxes on the wages of its employees, and hereby indemnfies Client from any I€ability for such obliga�on, Trinity agrees to Richmand County Food Serv Agree 4-B-12 Clean � Page 1 comply with applicable Federal, state, and lacai laws anr! regulaffans pertaining to wages and hours of employment. 2.4. Trinity shall perform all necessary cfeaning of the food service equipment, foodservice preparation areas, and floors in the storage and foad service preparation areas. Trinity agrees to maintain conditions of sanita#ion and clea�liness in accordance with applicable laws. 2.5. Ap recards shali be kept on f+fe by Trinity for a period of three (3) years from the date the record is made and Trinify shafl, upon reasonable notice, give the Client or its authorized representative the privilege during normal business hou�s af inspecting, examini�g, anci auditing such of Trinity's business records which a� salely �nd directly relevant to the financial arrangements set forth in Exhibit A. The cost of such inspection, exarrrinafion, and audit wfll be at the sole expense of the Client and such inspection, examination, and audit shall be conducted at the Trinity tocations where said recorcis are normally maintained, Such infarmation shail rie deemed Confidential lnformation and shali be subject io the terms af Section 12 herein. 2.6. Trinity agrees that Trinity's employees arid agents shali compiy with, and observe, all applicable rules artd regulations concerning conduct on the Premises that Client lmposes upon Client's employees and agents, 2.7. Trinity agrees to be responsihle far the repair and/or replacemenf af any equfpmeM due to i�s employees' negligent acts. This does nat include the repair or maintenance fnr normal equipment wear and tear and other responsibiJities ofthe Client as defined in S�ction 3. 2.8. In cannection with Services provided hereunder, Trinity shalt purchase inventory, equipment, and services from various sellers and vendors selected by 1"rinity at its sole discretion (each a"Vendor'). Purehases from Vendocs shalt be made under such terms Trinity deerns in its sole discre#ian as aceeptable ('Vendor Terms"). A(I Vendor Terms are the exclusiva obligation and p�operty of Trinity. Client does not have any liability under, or any right to, any Vendor Terms and no Vendor Terms will aperate to reciUCe or othsntifse affect the amount or � performance of Client's Obligations. _ S�CTION 3. CLIENT'3 RESPONSIBILlTIES ! 3,1. Cllent shaEl, witha�i# cost ta Tritiity, provide Trinity with the necsssary space for ! the operation of its Services, and shall fumish, without cost to Trinity, alf utilities and facilitles ; - reasonabie and necessary for the efficient performance af Trinity's services hereunder, Inclucle, : but not limlted to, the following: heat, hot and cold water, steam, gas, tights and electric current, garbage removal serv�ces, e�ctenninator services; sewag� dispasal services, and office space. 3.2. Client shall, at i#s own cost and expense, pravide all foad equipment, facllities, and floor space as mutually agreed is necessary far the efficient provision of Trinity's Servlces hereunder, The CHent will maintain, repai�, and replace said equipment and facilifies at its own � expense. Notwithstanding the forego€ng, if eqe�ipment provided by Client becomes inoperative, hazardous, or inefftcient to operate Trinity shell notify Client and have the �ight to effect repairs or replacements at the expense of the C�ient, if the Client falls ta do so after a reasonable amount of time after notice af said equipment deficiency. Furthermore, during such tirne period when the equipment is ineffrcien#, hazardous, ar fafls to ope�ate Client shalt, lf applicable, paq the cost of all paper products used during such time perfod. Ciient sha11 permit Trinity to have ; the use of all such equipment and facilities in the pertormance of its abligations hereunder, Richmond County Food Serv Agree 7-6-'! 2 Clean.Doc • Page 2 . subject to the duty to exercEse reasenable care in the use thereof. All equfpment and items af equipment fumished by Client ta Tr#Nty are the sole praperty of the Client, and Trinity wili not change, deface, or remove any symbol or mark of identity from said equipment tumished by the Client. 3.3. The Client wi�l be responsible, at no cost to Trinity, fo� aif necessary cleaning of wafls, windows, and electric light fixtures and aN necessary scrubbtng, mopping, and polishing flf fioors in any and aIl dayroom and dining areas. 3.4. C#lent shall not, during the term of this Agreemenf nor for one (1) year thereafter, solicit to hire, hfre, or contract with any Trinity Employee, manager, director, ar officer. Employse shall coilectivefy mean employses of the party, its parent, and effflieted companies. In the event that Client breaches the terms of this provision, Cl�nt shall pay Trinity twa (2) i�mes the annuai saiary of such Employee. 3.5. Client shail pay ali reaf estate taxes with respect to the Premises, and Client shall pay all personal property taxes and similar #axes wi#h respect ta Client's equipment Iocated in the Premises. SECTION 4. FINANCfALARRANGEMENTS The financiai acrangements of this Agreement are set forth in Exhiblt A, which is attached hereto incorporated herein and made a part hereof as if fully set forth in this Agreement. SECTION 5. INDEMNIFICATlON INSURANCE 5.1, Indemnific�,� on: Trinity shall indemnify, defend, and hold harmless Client from any and all losses, damages, o� expenses, including reasanabfe attomeys' fees, arising out of or � resulting from claims or actions fo� bodily irijury, death, siekness, property damage, or o#her injury or damage if caused by any negligerrt act or omission of Trinity. 5.2. I�a,tlfEcation of Claim, Notification of an event giving rise to a� indemnification ' claim ("NoticeA} must (a} be recelved by the indemnifying paCty on or by the eariier of a date � thirty (30j days suBsequent to the date which such event was or should have been discovered o� ninety (90) days subsequent to the effective termination date ofi this Agreement; and (bj include a brief facfual summary of the damage and cause thereof. An indemnificatian claim is expressly subJect to, and conditioned upon, compliance with the Notice provisions hereunder. 8.3. Trinity Insurance. Trinity sha!! obtain and maintain insurance for the follnwing risks in such amounts under such policies as appropriate: general iiability (inciuding contract, tiquor, products-completed operations, and business automobile coverage) in an amour�t not � less fhan Qne MiAion Dollars ($1,000,000); and workers' compensation (including employers' liability coverage) in an amount not less than that required by applicable statute. 5.4, Client Insurance. Client shal! obtain and malntain insurance for the operation of the Premises, equipment, of€ices, and ufilities against risks covered by standard forms af fire, theft, and extended caverage in such amounts under st�ch policies as appropriate. 5.5. Cer�fficates of Ensurance. Cert�cates of Insurance for such coverage shafl be provfded by each party to the other party, naming the appficable party as an additional insured as respects such coverage prior to the commencement of Services hereunder. Richmond Cbunty Food Serv Agree 1-8-12 Claan:qoc • Page 3 SECTlON 6. G�MMENCEMENT AND TERMINATION 8.1. Unless sooner terminated as provided herein, the term of this Agreement sha11 be for three (3) years beginning an February 1, 2012 and continuing fortwo (2} consecutive one (1) year terms thsreafter. 6.2. Either party rnay terminate this Agreement, for any reason, by providing notice of said termination in writing ninety (90) days prior to the proposed terminatlon da#s. 6.3. !f either party shall refuse, faii, or be un�ble to pertorm or observe any of the terms or conditions of this Agresment for any reasan other than Excused Performance reasons stated in Section 8 herein, the party claim{ng such faiiure shaii give the ather par#y a writ#en notice of such breach. if, withln sixty (80) days from such notice the failure has not been corrected, the inJured pariy may cancel the Agreement effective thirty (30} days after the end of said sixtyr (60j day periad. 6.4. Upan the terminat(on or expiration of fhis Agreement, Trinity shap, as soon ; thereafter as is feasible, vacate a!I parts of the Premises occupied by Trinity, and where applicable, remave fts property and equipment arid retum the Premises to Client, together with ail #he equipment fumished by the Glient pucsuant to this Agreement, in the same condition as when originalty made available to Trinity, excepfing reasonable wear and tear and fire and o#her � casualty loss. SECTION 7. INDEPENDENT CONTRACTOR RE�ATIONSHIP ; 7rinity shall be an independent contractor and shall retain control over i#s empioyees and � agents, The employees of Trinity are not, nor shall they be deemed to be, employees of Client � and employees of Client are not, nor shall they be deemed ta be, empioyees of Trinity. ' SEC'f'CON 8. EXCUSED PERFORMANCE � } ; If the performance of any terms or provisions herein (other than the payment of moniesj # shall be delayed or prevented because af compliance with any law, decree, or order of any governmental agency or authorNy, either tocal, stafe, or federal, or because of riots, war, pubtie ! disturbances, strikes, Iockouts, differences with workmen, fires, floods, A�s of God, or any other reasan whatsoever which is not within the cantral of the party whose perfarrnance is interfered with and which, by fhe exercise of reasonable diligence said party is unable to prevent, the party so suffering may at tts option suspend, without lia6i�ity, the pertarrnance vf its abligations ; - hereunder (o#her than the payment of monies) during th� period such cause continues, and extend the term of this Agresment for ths pe�iod of such suspension of the performance of i dutfes hereunder. SECTIDN 9. ASSIGNMENT Neither Triniry nar Client may assign or tr�ansfer this Agreement, ar any part thereof, without the written cansent of the other party, except the parties may, withoert prior approval and without being released irom any of thei� responsibitities hereunder, assign this Agreemerrt ta an affiliated company orwholly �wned subsidiary. Richmond County Foad Serv Agrea 1-6•12 Clean.boc • Page 4 SECTION 40. ENTIRE AGREEMENT AND WAIVER This Agreement constitutes the endre Agreement befinreen the parties with nespect to the provision of Trinity's Sencices, and there are no other ar #urther written or oral understartdings or agreements with respect thereta. No variation ar modificatlon of this Agreement, and no waiver of its provisions, shal! be valid unless in writing and signed by the duly authorized representatives of Trinity and Client. This Agreement supersedes ail other agreements between the parties for the provision of Trinity's Services an the Premises. SECTlON 1 t. N0710ES A!I notices to be given under thts Agreement shatl be in writing and shaU bs sen►ed either personally, by facslmile, by deposit with an overnight courier with charges prepa�d, or by deposit in the United States maif, first-class postage prepald by reglstersd ar certified maiE, addressed to the parties at the address or facsimiie number stated below or at any other address as designated by orie party upon notice to the other party. Any such notices shall be deemed ta have been givsn (a) upon the �rst business day following fiacsimile �eoeipt; (b) one (1) bus�ness day after deposit with an overnight couner, or (c) thres (3) bus�ness days after deposlt in the United States mail. If to Clienf: Richmand Courrty SherlfPs Office 401 Waffan Way Augusia, GA 30901 Attn: Ronafd St�ength, Sheriff Fax: 706-798-5500 If to Trinify: Canteen Correctional Servlces Atfi: Le�al Department 3 Intematfonal Drive, 2nd Flcor Rye Broak, NY 10573 Fax: 914935-5696 � 1N�th copy to;. Compass Group USA, Inc. Attn: Genera! Counsel 2400 Yorkmont Road Ghariotte, fVC 28217 Fax: 704328-7998 ; ; Compass Group USA, Inc, Attn; President 380 Scarlet Boulevard PO 8ox 1706 Oldsmar, FL 34677 SEC71C7N 12. CONFlDENTIALITY ; In the course of praviding Services hereunder, the parttes may be expased to trade secrets or other confidential o� prop�ietary information and materials of the other party which includes but 1s not (imited to, menus, recipes, signage, fofld servlce surveys and studies, ; management guidelines, procedures, operating manuals, and software, afl of which shall be ; ident�ed as confidential ("Confidentisl fnformation'). The partles agree to hold fn confrdence and not to disclose any Confidential Information during, and for two {2} years after, the term of � Richmand County Food Serv Agree 1-6-12 Clean.Doc • Page 5 this Agreemen#, except thaf the parties may use or disclose Canfidential Information (a) to its empiayees and affiliates or others to the extent necessary ta render any service hareunder, provided that the ather party is flrst notified of the information that will be provided to any party outside of this Agreement and provided further that such ir�farroation is disclosed only after such party is �equired to maintain it in conffdence as required heneunder, (b) ta #he exterrt expressly authorized by either pa�ty; (c) to the extent that at the tfine of disctasure, such Contidential Information is in the pubtic domain, or after diselosure, enters the public domain other than by breach af #he terms of this Agreement; {d} is in the possession of either party at the time af disclosure and is not acquired directly ar indirectly from the other party; (e} is subsequen#iy received on a non-confident+al basis from a thlyd party having a right to piavide such informa#ion; or (fi} as required by order during the course of a judicial ar regulatay procesding or as �equired by a governmental authority. The parties agree not to photocopy or otherwise duplicate any Confldential lnformation with6ut the express written consent of the flther parry. Each party's Confidential f�formation shall remain the exclusive property of the party and shall be retumed by the party to the o#her party upon termination or expiratiott af this Agreement, tn fha event of any breach of fhis provision, the parties shall be entitled ta equitabie relief, In additlon to all other remedies otherwise avaifable to #hem at law This provisian shall surviVe the termination or expiratian of this Agreement. The parties acknowledge that Client is subject to the Georgia Open Records Act and to the extent this Section conflicts with said statute, the stafufe will ccntrol. SECTION 13. lNTENTIONALLY QMiTTED SECTION 14. SIGNATURES Agreement to, and acceptance of, this Agreement may be made and evidenced by facsimile signature or in an electronic form evldencing slgnatures of both parties herefo. SECTfON 15. GOV�RNiNG l.AW This P�greement shai( be governed by the laws of the State of Georgia. SECTION 16. EQUAL EMPLOYMENT OPPQRTUNITY CERTIFICATtON ' The pa�ties shal! compiy with all federal, state anct local laws as required � including, bu# not �imited to, Executive Order 11246, as amended, Section 503 of the ` Rehabi[itation Act o# 9973, as amended, and the Vetnam Era Veterans' Readjustment ; Act of 1974, as amended. The parties hereby incorparate the requirements of 41 C.F.R. §80-1.4(a)(7), 60-250,5 and 60-741.5, if applicable. tN Wt7NESS WHEREOF, the parties heceto have hereunto set their hands and seals as of the day and year first above written. • Ronald Strength in his capacity as 5heri f ic ond C nty, Ga. Trinity Services Group, la� � / By: " gy; t G� � � " , Prin d Narne: Ronald e h Printed N me: � auahn. ��Q� �riff Title: President Date: Date: � — ( �-1 Z- Richmond County Food Serv Agree 1-6-12 Ciean.Doc • Page 6' EXHIBI7 A FINANCIAI. ARRANGEMENTS 1. PRICE PER MEAL Client sha!! pay Trinity the price per meal as detailed in the scale that is attached hereto as Schedule 1 and incorporated herein by thls reference, whfch scale is based on the number of 'tnmates. To the extent Trinity's reoeipts are less than T�init�r's costs and expenses for providing such meals, Trinity shall bear aN losses. To the extent Trinfry's receipts exc:eed its costs and expenses, 'CrinEty shaii be entitled to all pro�ts thereirom. Prices shail be annuatly adjusted without further natice at a rate equal to the then-current rate published for the relevant Consumet P�ice Index Food Away From Home. However, in the event of material cosf changes, whe#her in (i} taxes, labo�, merchandise, equipment; (ii) federal, state, or local taxes inciwding, but not limitad to, social sscurity taxes, unempEoymenC taxes or payroll based taxes; (iii) the even# of an increase in the minimum wage �ate or the enactment of any "living wage' or similar laws by any govemmental en�ty; and/ar (iv) increase in employee benefits whether as a result of a change in federal, state, or local taws or a federal, state, or (acal Isgislative or regulatory mandate :or qtt�erwise, if is agresd that Trinity shall heve the right to adjust said prices tv reflect said incr�ases during the term of this Agreement. !f, PAYMENT TERMS Trinity shail invoice Client each week, in arrears, for the total amaunt due from Client as the cesult of the number of ineals served in the preceding week. Client shaEl pay th� invoice amount within thirty (30} days of date of the invotce from Trinity. All past due amounts due Trinity will be subJect, at the option of Trinity, tfl a service charge equal to one and an� half percerrt (1:5°!0) pe� month of the unpaid balance. In the event that said amaunts set forth in said statemenfs are nat paid according to the terms hereof, ar i� the event that Trinity, in its sole d€scretion, dstermines that Client`s credit has ; become impaired, Trinity shalf have the oPtion to: {a) eithe� declina ta con#inue provisian of Services hereunder, except on a cash in advance basis, until such time as credit has been re- established to Trinity's satisfaction; o� (b) terminate �his Agreement without Hability whatsoever ; to T�nity, by giving sixty (60} days pnor written notice ta Client. All costs of collection af past due amounts, including but not limited to reasonable ' attomey's fees, shall be chargeabte to and paid by ths Client. ' III. BAS13 OF FINANCfAL TERMS The financial terms of this AgreemeM have been negotiated between the parties upo� the cv�dition that Trinity will operate its Services at the same points ot senrice and remain in operation under the same operating standards as ag�eed af the time af executian of this Agreement. If Cllent desires Trinity to change the opera#lon or scope of its Services, Client and Trinity shall mutually agree an the appropriate financial adjustments for #he requested chartges. Rict►rnond County Food ServAgree 1-6-12 C{ean.Doc s P�ge 7 � � � SCHEDULEI SLlO1NG SCALE Meal T e Price Per Meal Sfaff $1.05 Inmate $0.65 ; F � i Richmond County Food ServAgree 1-6�12 Ctean.Doc s P�e 8 Ernail�cl�Copy To: Lena Bonner, Andrew Mackenzie & Geri Sa�ns O 1/06/12sh From: Fred Russell � Room B-275, Law Enforcement Center ` " _ 401 Walton Way � �: .. � ,� x. �,; .:" .H._ 6 ' � �.. ' , � -. Augusta, Georgia 3091 l "''.. . .. :. .�kF, r .,' :.,3 ., s: �.;, r. (706) 821-1065 FAX (706j 821-1064 J ) L � : d' - � � { ` � �i�ond Caun �heriff s l�f �'ice # � .� �a �:� � . F �`' M1 k� My i F ,t �' +a . � � .:�r '.:V. , RONALD STRF.NGTH SHERIFF . ys �'. �;. � `^'g y K Ja11UaIY 3, 2� 12 �= f ��,� � Fred Russell, Administrator p=.`F�'�,,,�« `, Augusta-Richmond County ��" � 530 Greene Street, Room 801 ;� � i Augusta, GA 30902 ,, : , ., ;�.,.., , :: .. ' ` -.. .� . E ; :;. RE: Inmate Food Service Contract _° ,, . : _, . ,.. Dear Fred: As you may know, the Richmond Caunty jail facilities prepare alI meals for innnates in- house and purchase all food and cooking materials to prepare the inmate meals. In an effort to save money and reduce the Sheriff's offices' budget, T assigned three Sherif�s Off'ice persannel to explore contraccing out the food preparation for the inmates. The individuals from the Sherif�s Office involved in this process were Mary Aru� Gibbs, Maj. William Johnson, and Capt. Chester Huffman. Initially, the three attended a Georgia Sherif�s Assaciation meeting in Atlanta in which four companies that provide these services to jails were present and meeting with various sheriffs' o��ice fiom Georgia. We learned that most Georgia jaiis contract out the meal preparation for inmates. Based upon the informatiori obtained at this meeting and in discussing the various contractors with other sheriff's offices across Georgia, the list was narrowed down to three coznpanies that do the majority of this business in the state of Georgia. These three companies were Valley Services, Inc., ABL Management, Inc., and Trinity Services, Tnc. Thereafter, these three companies were invited to tour the Richmond County jail facilities and to make presentations to the committee. Thereafter each company was invited to submit a proposal far providing meals to the inmates in the Richmond Caunty jail facilities. After receiving the proposals, the committee traveled to different Georgia jails in which these companies had contracts in arder to sarnple the food and to talk to the sheriffs' office . Fred Russell, Administrator January 3, 2012 Page 2 personnel concernin� the services provided. The cornmittee traveled ta a total of six ,�ails in the state of Georgia, two of each of which were under contract wifh one of these three companies. Based upon this process, the cammittee recommended to me that we contract with Trinity Services, Inc. to provide the Richmond County inmates with meals. The recommendation was based upon pricing, the quality of the food, the personnel at each of these campanies including the background of the persannel, and the experience and history of the company. Trinity also had existing cantracts with nther jails that were comparable in size, number of beds and numbers of inmates. The proposed contract with Trinity is for an initial term of three years beginnin� on February 1, 2012 and continuing for two eonsecutive one-year terms thereafter_ The contract provi�es tnat eicner pariy inay ierminate the agreement for any reason on ninety days noricc. Tne price of the contract is .85 per meal per inmate and $1.05 per meal per staff inember. Based upon this pricing and estimated number of ineals that will be seryed, we have determined that this wifl save the Richmond County taxpayers at least $400,000 on an annual basis. Based upon the recommendation of the committee and my review oF information they have gathered, I will b� entering into a cnntract wi#h Trinity Services, Inc., which contract shall begin on February 1, 2012. This is clearly in the best interest of the Richmond County taxpayers and the Richmond County Sheriff's 4ffice. If you have any questions, please feel free t� call. Sincerely, ��i� Sheriff Ronald Strength �V �� C� � � � � � � �� ,�� 1 �_. �r �,, - � �r f�' � �