HomeMy WebLinkAboutCONTRACT BETWEEN AUGUSTA, GEORGIA AND BATEMAN (COMPASS GROUP USA, INC.) BATEMAN AGREEMENT
THIS AGREEMENT, made this 5th day of May, 2016 by and between
Augusta/Richmond County, a Georgia corporation, with principal offices located at 2027
Lumpkin Road, Augusta, Georgia 30906 (hereinafter referred to as "Client"), and
COMPASS GROUP USA, INC., by and through its BATEMAN division, a Delaware
corporation, with principal offices at 2400 Yorkmont Road, Charlotte, North Carolina
28217 (hereinafter referred to as "Bateman").
WITNESSETH:
WHEREAS, Client desires to avail itself of Bateman's food services; and
WHEREAS, Bateman desires to perform such services for Client;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as
follows:
SECTION 1. CLIENT'S GRANT TO BATEMAN
Client grants to Bateman, as an independent contractor, the exclusive right during
the period of this agreement to operate a standard contract for home delivered and
congregate meal service to eligible senior nutrition program participants including
catering, and shall provide meals for Blythe Area Recreation Department, 3129 Highway
88, Blythe, Georgia 30805; Carrie J. Mays Recreation Center, 1015 11th Avenue,
Augusta, Georgia 30901; Henry H. Brigham Senior Center, 2463 Golden Camp Road,
Augusta, Georgia 30906; McBean Community Center, 1155 Hephzibah/McBean Road,
Hephzibah, Georgia 30815; McDuffie Woods Community Center, 3431 Old McDuffie
Road, Augusta, Georgia 30906; and Sand Hills Community Center, 2540 Wheeler Road,
Augusta, Georgia 30904, all located in Richmond County, Georgia, (such locations
hereinafter referred to as the "Premises"), and the exclusive right to sell to employees,
guests, and other persons at such Premises, food products, non-alcoholic beverages, and
other such articles ("Products") as shall be approved by the Client (hereinafter referred to
as "Services"). Meals will be prepared in Bateman kitchen located at 3105 Washington
Augusta, GA 30907.
SECTION 2. BATEMAN'S RESPONSIBILITIES
A. Pursuant to the provisions of this Agreement, Bateman will operate and
manage its Services hereunder at such locations as shall be agreed upon.
B. Pursuant to this Agreement, Bateman shall prepare meals and shall deliver
such meals to the Premises. Bateman shall provide all equipment required for the
provision of Services and all equipment used to transport the Services. Food storage
facilities shall maintain a temperature of 140 degrees Fahrenheit or more for hot food and
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40 degrees Fahrenheit or less for cold food. Temperatures of meals shall be checked
daily and recorded before leaving the kitchen and transported to the Premises.
Temperature records shall be kept for one year from the date they are made. All food
handlers must wear hair nets, gloves and aprons where appropriate. Cleaning supplies
shall not be stored with food or paper products. "No Smoking" signs shall be posted in
all food handling areas.
C. Bateman and Client shall agree upon all menus and shall keep such menus
on file for a period of five (5) years from the date of use. Bateman shall keep one cup per
batch of all temperature controlled foods except for milk for a period of five (5) days
after its preparation. Menus shall be submitted to Client within sixty (60) days prior to
their implementation. Bateman shall work with the CSRA Regional Commission Area
Agency on Aging (CSRA AAA) to develop and submit eligible menus to the Georgia
Department of Human Services (DHS) Division of Aging Services (DoAS) for approval
prior to implementation. All meals shall meet the 1/3 minimum daily RDA/DRI's for
persons over the age of fifty. All menus are to be designed to include at least:
3_oz. Edible meat, fish, poultry, or protein substitute;
1_cup serving vegetable or fruit per meal;
1_whole grain servings of bread or bread alternatives per week;
1/2_cup serving of dessert;
1/2_pint 1% milk/beverage
Documentation must show nutrient breakdown, and should provide variety for
each day of the week. Menus should be varied to reflect seasonal changes, special
occasions, and shall take into account religious or ethnic factors. Proposed menu changes
shall be submitted to the CSRA AAA and DHS DoAS.
D. Bateman agrees to pay all Federal, state and local taxes which may be
assessed against Bateman's equipment or merchandise while in or upon the Premises, as
well as all Federal, state and local taxes assessed in connection with the operation of its
Services upon the Premises. Bateman also agrees to comply with all Federal, state and
local laws and regulations governing the preparation, handling, and serving of foods, and
to procure and keep in effect all necessary licenses, permits, and food handler's cards
required by law, and to post such permits within the service areas in a prominent place as
required by law. All costs in connection with such taxes (excluding any applicable
Client's real estate and personal property taxes), licenses, permits, and food handler's
cards, shall be a Cost of Business and will be charged to the operation of the business.
Bateman agrees to comply with applicable Federal, state and local laws and regulations
pertaining to wages and hours of employment.
E. Bateman shall hire all employees necessary for the performance of this
Agreement. Upon being hired, such employees shall be subject to such health
examination as proper city, state, or Federal authority may require in connection with
their employment. All persons employed by Bateman will be the employees of Bateman,
and not of the Client, and will be covered by employee dishonesty coverage. Bateman
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agrees that no employees of the Client will be hired by Bateman without written
permission of the Client for a period of six (6) months after the termination of their
employment with Client. Bateman, in performing work required by this Agreement, shall
not discriminate against any employee or applicant for employment because of race,
creed, sex, color, national origin, age, or sexual orientation in violation of Federal, state
or local law.
F. Bateman agrees to maintain conditions of sanitation and cleanliness.
Bateman further agrees that Bateman's facilities and Services, as well as the food
prepared by Bateman, shall at all times be subject to inspection by an authorized, capable
person or persons designated by the CSRA AAA, DHS, or the Client.
G. The Contractor assures that records pertinent to this Contract shall be
maintained for seven (7) years or as required by the contracting authority in the event of
claims, litigations or audit findings. Bateman shall, upon reasonable notice, give the
CSRA AAA, DHS, Client or its authorized representative the privilege at a reasonable
time of inspecting, examining and auditing, during normal business hours, such of
Bateman's business records which are solely and directly relevant to the financial
arrangements set forth in Exhibit A. The cost of such inspection, examination, and audit
will be at the sole expense of the CSRA AAA, DHS, or Client and such inspection,
examination and audit shall be conducted at the Bateman locations where said records are
normally maintained.
H. Bateman agrees that Bateman's employees and agents shall comply with
and observe all applicable rules and regulations concerning conduct on the Premises
which Client imposes upon Client's employees and agents.
SECTION 3. CLIENT'S RESPONSIBILITIES
A. Client shall, without cost to Bateman, provide the necessary sites for the
distribution of meals pursuant to this Agreement. Client shall keep such sites maintained
in a safe operating condition such that no Bateman employee is exposed to or subjected
to any unsafe situation which would violate the Occupational Safety and Health Act,
including but not limited to, the general duty and the specific duty clauses thereof, or any
other similar Federal, state or local law or regulation.
B. Client shall be responsible, in conjunction with the CSRA AAA and DHS
DoAS, for determining the nutritional assessment/needs of persons to receive meals
under this Agreement, and shall maintain and keep all such related records.
C. Client agrees that it will not hire or permit the employment in any position
in any of Client's locations, or Client's parents, subsidiaries' or affiliates' locations,
without prior written permission of Bateman, any professional or management employees
of Bateman within the earlier of one (1) year after such employee terminates employment
with Bateman or within one (1) year after the termination of this Agreement. Client
agrees that Bateman employees have acquired special knowledge, skills and contacts as a
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result of being trained by Bateman. If Client violates this provision, it is agreed by Client
that Bateman will suffer damages, and Client shall pay Bateman as liquidated damages an
amount equal to three (3) times the annual salary of any such employee hired by Client
for each occasion or occurrence on which this provision is breached, plus attorney's fees
and any and all costs associated with Bateman enforcing this provision. Client shall not
impose any regulation on Bateman's employees not imposed on Client's employees.
SECTION 4. FINANCIAL ARRANGEMENTS
The financial arrangements of this Agreement are set forth in Exhibit A which is
attached hereto, incorporated herein and made a part hereof as if fully set forth in this
Agreement.
SECTION 5. INDEMNIFICATION; INSURANCE
A. Bateman shall indemnify, defend, and hold Client harmless from and
against any physical damage to tangible property, bodily injury, sickness or death to the
extent caused by Bateman's breach or Bateman's negligent acts or omissions or the
negligent acts or omissions of Bateman's agents or employees arising out of the
consumption or use of the Products sold; provided, however, that nothing contained
herein shall require Bateman to indemnify Client for claims and liabilities to the extent
arising out of the negligent acts or omissions of Client, its agents or employees or
Client's breach of its obligations hereunder.
B. Bateman's obligation to indemnify, defend, and hold the Client harmless
pursuant to this Agreement shall be dependent upon Client promptly notifying Bateman
in writing of any such claims or lawsuits against either Bateman or Client, but in no event
later than ten business (10) days after the date the Client first received notice of such
claim or lawsuit, and, forwarding to Bateman the summons, complaint and all other
documents which relate to said claim or lawsuit no later than ten business (10) days after
the date the Client was served with such documents. Failure of Client to notify Bateman
of any such claim or lawsuit within said ten business (10) day period shall relieve
Bateman of any and all responsibility and liability under this Agreement to indemnify
and hold Client harmless. Client will cooperate with Bateman and do nothing to
prejudice Bateman's rights without Bateman's written peiiuission.
C. In order to secure Bateman's obligation to indemnify the Client, Bateman
shall procure and maintain the following insurance:
(1) Comprehensive Automobile Bodily Injury Liability
and Property Damage Liability Insurance, with combined single
limits of Two Million($2,000,000) Dollars;
(2) Commercial General Liability and Property
Damage Liability Insurance, with combined single limits of One
Million Dollars ($1,000,000).
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Bateman shall, if requested, furnish Client, the CSRA AAA, or DHS DoAS a Certificate
of Insurance evidencing such coverage as respects Bateman's operation on the Premises.
The cost of the above insurance will be a Cost of Business and shall be charged to the
operation of the business.
D. Bateman will procure Worker's Compensation and employee liability
insurance to cover its employees at the Premises.
E. Client shall, if required, obtain and maintain insurance for the Premises and
other items provided by it hereunder, against risks covered by standard forms of fire, theft,
and extended coverage in such amounts under such policies as appropriate, but not less
than One Million Dollars ($1,000,000.00) per occurrence, with excess coverage in an
amount not less than Five Million Dollars ($5,000,000.00)to cover claims in the aggregate.
SECTION 6. COMMENCEMENT AND TERMINATION
This Agreement shall become effective as of the 5th day of July, 2016 and shall
remain in force for a period of one (1) year with the option for three (3) one (1) year
renewals provided that Bateman remains recognized by the CSRA AAA as its region's
qualified food vendor unless sooner terminated as herein provided.
Either party may terminate this Agreement without cause by providing notice of
said termination in writing ninety (90) days prior to the proposed termination date. Such
notices shall be given in writing and the CSRA AAA and DHS DoAS shall be copied on
all such correspondence. If Client funding is reduced or ceased, Client shall have the
right to terminate this Agreement immediately; provided, however, that Client shall give
prompt notice of such funding reductions to Bateman and shall pay Bateman for all
services performed up until the date such notice is given.
If either party shall refuse, fail or be unable to perform or observe any of the
terms or conditions of this Agreement for any reason other than Excused Performance
reasons stated in Section 9 hereof, the party claiming such failure shall give the other
party a written notice of such breach. If, within thirty (30) days from such notice the
failure has not been corrected, the injured party may cancel the Agreement effective
thirty (30) days after the end of said thirty (30) day period.
Bateman may terminate this Agreement at any time or if Client fails to pay within
sixty (60) days the full amount of any amounts owed under this Agreement.
The termination of this Agreement shall not affect the rights, privileges, liabilities
and/or responsibilities of the parties as they exist as of the effective date of termination
and the parties shall cooperate fully with each other during the term of the contract and
subsequent to the termination in order to ascertain and satisfy the liabilities of either party
to the other.
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SECTION 7. INDEPENDENT CONTRACTOR RELATIONSHIP
It is mutually agreed and understood that an independent contractor relationship
be and is hereby established under the terms and conditions of this Agreement, that
employees of Bateman are not nor shall they be deemed to be employees of Client and
that employees of Client are not nor shall they be deemed to be employees of Bateman.
SECTION 8. BATEMAN'S TITLE TO EQUIPMENT
Where applicable, all equipment installed by Bateman pursuant to the provisions
of this Agreement is and shall at all times remain the property of Bateman, with title
vested in Bateman, and Client shall have no property interest in said equipment.
SECTION 9. EXCUSED PERFORMANCE
In case performance of any terms or provisions hereof(other than the payment of
monies) shall be delayed or prevented because of compliance with any law, decree, or
order of any governmental agency or authority, either local, state, or federal, or because
of riots, war, public disturbances, strikes, lockouts, differences with workmen, fires,
floods, Acts of God, or any other reason whatsoever which is not within the control of the
party whose performance is interfered with and which, by the exercise of reasonable
diligence said party is unable to prevent, the party so suffering may at its option suspend,
without liability, the performance of its obligations hereunder (other than the payment of
monies) during the period such cause continues, and extend the term of this Agreement
for the period of such suspension of the performance of duties hereunder.
SECTION 10. PROPRIETARY AND CONFIDENTIAL INFORMATION
During the term of this Agreement, Client may have access to or acquire
proprietary and confidential information relating to Bateman's business, including, but
not limited to, information on Bateman's finances, pricing, potential and present
customers, policy manuals, proprietary trade secrets, menus, recipes, guidelines and
procedures, surveys, other data, compilations, techniques, financial data, trade secrets that
are not generally known to the public, as well as computer software and programs
relating to the provision of the Services and finances of Bateman (collectively, the
"Proprietary and Confidential Information"). Client acknowledges that the Proprietary
and Confidential Information is solely the property of Bateman and constitutes trade
secrets and confidential information of Bateman, and Client's knowledge of the
Proprietary and Confidential Information enables Client to cause irreparable harm upon
the disclosure of such Proprietary and Confidential Information. Subject to the Official
Code of Georgia Annotated (OCGA) §50-18-70 (Georgia's Open Record Act), Client
shall not use or appropriate for its own behalf or disclose or communicate, directly or
indirectly, any Proprietary and Confidential Information to any individual, firm,
company, or other entity or person in any manner whatsoever. Subject to OCGA §50-18-
72(a)34, Client or its employees shall not copy or reproduce in any media or remove from
the Premises any Proprietary and Confidential Information, and Client shall take all steps
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required by Bateman to protect such Proprietary and Confidential Information. The
terms and provisions of this Section 10 shall survive the termination of the Agreement.
Upon the termination of the Agreement, Client shall immediately terminate the use of any
and all Proprietary and Confidential Information, including any computer software
programs, and Client shall return any and all Proprietary and Confidential Information to
Bateman immediately upon the termination.
SECTION 11. INFORMATION TECHNOLOGY SECURITY
In connection with the services being provided hereunder, Bateman may need to operate
certain information technology systems not owned by Client ("Non-Client Systems"),
which may need to interface with or connect to Client's networks or information
technology systems ("Client Systems"). Bateman shall be responsible for all Non-Client
Systems, and Client shall be solely responsible for Client Systems, including taking the
necessary security and privacy protections as are reasonable under the circumstances. If
Bateman serves as the merchant-of-record for any credit or debit card transactions in
connection with any of the services provided hereunder, then Bateman will be
responsible for complying with all applicable laws, regulations and payment card
industry data security standards related to the protection of cardholder data ("Data
Protection Rules"). If Non-Client Systems interface with or connect to Client Systems,
then Client agrees to implement forthwith upon request from Bateman, at its own
expense, the changes to the Client Systems that Bateman reasonably requests and
believes are necessary or prudent to ensure Bateman's compliance with the Data
Protection Rules. Each party shall indemnify, defend and hold harmless the other party
from all claims, liabilities, damages and costs (including reasonable lawyer's fees) to the
extent caused by the indemnifying party's failure to comply with its obligations in this
section.
SECTION 12. ASSIGNMENT
Neither Bateman nor Client may assign or transfer this Agreement, or any part
thereof, without the written consent of the other party and the CSRA AAA; provided,
however, that Bateman may assign this Agreement, in whole or in part, to a parent or
affiliated company. Bateman shall provide written notice to Client and the CSRA AAA
of any such assignment.
SECTION 13. ENTIRE AGREEMENT: WAIVER
This Agreement constitutes the entire Agreement between the parties with respect
to the provision of Bateman's Services, and there are no other or further written or oral
understandings or agreements with respect thereto. No variation or modification of this
Agreement and no waiver of its provisions shall be valid unless in writing and signed by
the duly authorized officers of Bateman and Client. This Agreement supersedes all other
agreements between the parties for the provision of Bateman's Services on the Premises.
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SECTION 14. NOTICES
All notices to Client shall be addressed or faxed to it at:
Augusta/Richmond County
Contact:
Title:
Address:
City/State/Zip
Fax:
Email:
All notices to the CSRA Regional Commission Area Agency on Aging shall be addressed
or faxed to it at:
CSRA Regional Commission Area Agency on Aging
3626 Walton Way Extension
Suite 300
Augusta, Georgia 30909
Facsimile No.: (706) 210-2006
Attention: Executive Director
and all notices to Bateman shall be addressed or faxed to it at:
Compass Group USA, Inc. d/b/a Bateman
101 Pine Park Drive
Lafayette, LA 70508
Facsimile No.: (337) 593-0434
Attention: Regional Vice President
with a copy to: Compass Group USA, Inc.
400 Northridge Road Suite 600
Atlanta, Georgia 30350
Facsimile No.: (404) 845-3333
Attention: Legal Department
SECTION 15. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Georgia. In any
action or proceeding arising under this Agreement, the Superior Court of Richmond
County, Georgia shall have and may exercise exclusive personal jurisdiction over all
parties hereto, and in any such action or proceeding in said venue shall be proper. In any
such action or proceeding, service of process upon any party may be perfected, in
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addition to any other manner provided by applicable law, by personal delivery or by mail,
with an appropriate return of service being made in writing and filed with said Court.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals as of the day and year first above written.
SPONSOR:
AUGUSTA/RICHMOND COUNTY COMPASS GROUP USA, INC.
'P by and through its BATEMAN Division
By: By: if 010 1.11
ir) 1'Name: /'lci i A- D j V/1 'Tf; Name: Magi Brettler
Title: .--- Title: RegionalVice President
J d 1 I
/ifD- /L►'�� , II.•.lih ,/ 1 Date: �1afl2D1� Second atI,n
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Augusta_Richond County Contract 6 24 16.docx 9
EXHIBIT A
FINANCIAL ARRANGEMENTS
I. MANUAL FOOD SERVICES/COST PER MEAL
For the provision of Services, Bateman will charge Client the cost per meal of
$4.27. Bateman will charge agency for door-to-door home delivered meals a rate of
$1.30 per meal. Bateman will charge the Client each month based on the number of each
meal type ordered.
II. BATEMAN'S ACCOUNTING TO CLIENT FOR MANUAL FOOD SERVICE
Bateman shall submit to Client within a reasonable time after the end of each
accounting period an invoice approved by the CSRA AAA showing the number of meals
served by type and the total amount due Bateman. Client shall pay said invoice amount
to Bateman within forty-five (45) days of the date of the invoice. Any changes in the
invoice must be pre-approved in writing by the CSRA AAA.
III. CREDIT TERMS
All past-due amounts due to Bateman will be subject to a service charge of up to
1 1/2%per month of the unpaid balance.
In the event that said amounts set forth in said statements are not paid according
to the terms hereof, or in the event that Bateman, in its sole discretion, determines that
Client's credit has become impaired, Bateman shall have the option of either declining to
continue its services hereunder except on a cash-in-advance basis until such time as credit
has been re-established to Bateman's satisfaction, or terminating this Agreement
immediately without any liability whatsoever to Bateman.
All costs of collection of past-due amounts, including but not limited to
reasonable attorney's fees, shall be chargeable to and paid by the Client.
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