HomeMy WebLinkAboutSummit Food ServiceAi1ViGMMLGj5 S U M I T
FOOD SERVICE MANAGEMENT
AN A'VIANDS COMPANY
-
February 1, 2017
Chief Hanson
Mason County Sheriff's Office
322 North 3rd Street
Shelton, Washington 98584
Re; Food Service Agreement
Dear Chief Hanson:
Enclosed, please find two copies of the Food Service Agreement between Consolidated Food
Management, LLC and Mason County Sheriff's Office. Once these are executed, please return
one copy to my attention at the following address:
A'viands, LLC
Attn: Mandy Mickus
1751 West County Road B, Suite 300
Roseville, MN 55113
We are thankful for the opportunity to continue to provide you food service.
Sincerely,
Mandy Mickus
Contract and Legal Specialist
1751 County Road B West I Suite 300 I Roseville, MN 55113 I Office 651.631.0940
CONSOLIDATE FOOD MANAGEMENT, LLC
FOOD MANAGEMENT SERVICES AGREEMENT
THIS FOOD MANAGEMENT SERVICES AGREEMENT is made and entered into by and between
Mason County Sheriff's Office (MCSO) located at 322 North 3rd Street, Shelton, Washington
98584(hereinafter referred to as "Client"), and Consolidated Food Management, LLC, a
Washington limited liability company, with a corporate office at 1751 County Road B West, Suite
300, Roseville, Minnesota, 55113, (hereinafter referred to as "CFM") (collectively referred to as
"the Parties").
WITNESSETH:
WHEREAS, Client is party to a certain inter -local Agreement between themselves and Lewis
County, Washington, "Lewis Resolution #98-450";
WHEREAS, CFM currently provides Food Management Services for Lewis County;
WHEREAS, Client desires to avail itself of Food management services;
WHEREAS, CFM desires to perform such service for Client; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the Parties
agree as follows:
SECTION 1. DEFINITIONS. As used throughout this Agreement, the following terms shall be
defined as follows:
1.1. Accounting Period. CFM accounting calendar ordinarily is based on a 4-4-5 method of
accounting which consists of three (3) rotational periods of 28 days, 28 days and 35 days.
1.2: Agreement. This Food Management Service Agreement.
1.3. Cooking Equipment. Any equipment or appliance reasonably necessary for Services
including, without limitation, stove, oven, sink, refrigerator, microwave, mixer, steamer,
slicer and freezer.
1.4. Facilities. Space for CFM to prepare and perform Services at the Premises including,
without limitation, food preparation areas, dining facilities, places to store and maintain
food supplies, office space, and adequate dressing rooms and restrooms for CFM'
employees.
1.5. Food Management Service. Operations to be provided by CFM in accordance with this
Agreement that involve the preparation, service and sale of food, beverages, goods,
merchandise and other items at the Premises.
1.6. Office Equipment. All office items reasonably necessary for CFM staff to perform office
related functions at the Premises including, without limitation, computer, desk, chairs,
safe, shelving and file cabinets.
1.7. Premises. The Client's inmate food service facility(ies) located at, 322 North 3rd Street,
Shelton, Washington 98584.
1.8. Products. Food, beverages, goods, merchandise and other items at the Premises.
1.9. Proprietary, Confidential and Trade Secret Information. Items used in CFM Food
Management Services (owned by or licensed to CFM) including, without limitation, menus,
signage, surveys, Software (i.e. menu systems, food production systems, accounting
systems), recipes, management guidelines and procedures, operating manuals, personnel
information, purchasing and distribution practices, pricing and bidding information,
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financial information, provided, however that the following items are specifically excluded:
(i) information generally available to and known by the public or (ii) information
independently developed or previously known by the Client.
1.10. Services. Collectively the Products and Food Management Services.
1.11. Servicewares. Items used in the service of food and beverages including, without limitation,
chinaware, glassware, silverware.
1.12. Smallwares. Items used in the preparation of food including, without limitation, pots, pans
and kitchen utensils.
1.13. Supervisory Employee. Those persons who have directly or indirectly performed
management or professional services on behalf of CFM for the Client at any time during
this Agreement.
1.14. Utilities and Amenities. All utilities reasonably requested by CFM to provide Services at the
Premises including, without limitation, heat, hot and cold water, gas, refrigeration, lights,
electric current, garbage removal services, exterminator services, telephone services,
internet access, and sewage disposal services.
SECTION 2. AGREEMENT INTENT.
2.1 Client grants to CFM the exclusive right to provide Food Management Services at the
Premises, and the exclusive right to provide and/or sell to Clients, employees, guests and
other persons such Products as shall be reasonably approved by the Client.
SECTION 3. TERM OF THE AGREEMENT.
3.1 This Agreement shall commence on February 1, 2017 (the "Effective Date") or sooner if
mutually agreed upon in writing by both of the Parties and will remain in effect for an initial
period of three (3) years. This Agreement shall automatically renew for additional like
periods, unless either party provides written notice to the other party at least sixty (60)
days prior to the expiration date, unless terminated as set forth below.
3.2 Termination for Non -Performance. If either party refuses, fails or is unable to perform or
observe any of the terms or conditions of this Agreement for any reason other than for
Excused Performance under Section 11.2 hereof, the party claiming such deficiency shall
provide the other party written notice of any such breach. If such breach is remedied
within three (3) days in the case of failure to make payment when due or fifteen (15) days
in the case of any other breach (the "Notice Period"), the notice shall be null and void. If
such breach is not remedied within the specified period, the party giving notice may cancel
the Agreement effective immediately in the case of failure to make payment or fifteen (15)
days otherwise after the end of the Notice Period. Upon the termination or expiration of
this Agreement, CFM shall vacate the Premises occupied by CFM and shall remove its own
equipment and return equipment furnished by Client pursuant to this Agreement.
3.3 Voluntary Termination. Either Party may terminate this Agreement with or without cause
by written notice to the other party given not less than sixty (60) days prior to the effective
date of termination.
3.4 Continuing Obligations. 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. The Parties shall cooperate fully with each other during the term of
the Agreement and subsequent to the termination in order to ascertain and satisfy all
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liabilities of either party to the other. All outstanding amounts owed to CFM shall become
due and payable immediately upon termination.
SECTION 4. SERVICES.
4.1 Locations and Hours. CFM shall operate and manage Services at the Premises and shall
provide necessary Food Management Services at such hours and locations as the Client and
CFM mutually agree.
4.2 Program Specifications. As part of its regular service, CFM shall provide the following:
A. Menu. CFM shall utilize a menu cycle as it deems necessary.
B. Staff Meals. CFM shall provide staff meals as requested.
C. Bagged Meals. CFM shall provide bagged meals as requested.
D. Inmate Labor. County shall provide a minimum of two (2) inmate workers per meal
period.
E. Medical Meals. CFM shall provide Medical Meals as requested.
F. Religious Meals. CFM shall provide Religious meals as requested.
G. Juvenile meals. CFM shall provide Juvenile meals.
H. Compliance with response submitted in the Request for Proposal dated 12/15/16.
4.3 Products. CFM shall purchase Products and supplies necessary to comply with CFM's
obligations as set forth in this Agreement. Client shall reimburse CFM for non-food supplies
and cleaning products.
4.4 Compliance with Food Safety Laws. CFM shall abide by all federal, state and local
regulations governingthe preparation, handling and serving of food. Client shall cooperate
with CFM to accomplish the foregoing.
4.5 Cleaning. CFM shall perform routine cleaning and housekeeping in thefood preparation
and service areas. Client shall perform major cleaning including, without limitation,
stripping and waxing floors, cleaning walls, windows, fixtures, ceilings, electric light
fixtures, grease traps, hoods and vents, duct work, plenum chambers and roof fans
throughout the Facility as defined herein.
SECTION 5. FACILITIES, UTILITIES AND EQUIPMENT.
5.1 Facilities, Utilities, and Cooking Equipment. Without cost to CFM, Client shall provide CFM
with the necessary Facilities for the operation of Services, and all Utilities and Cooking
Equipment reasonably requested by CFM for the safe and efficient performance of this
Agreement, subject to CFM's duty to exercise reasonable care in the course of such use.
CFM acknowledges that Client already has fulfilled this obligation at the time of the
execution of this successor contract.
5.2 Safe Condition. At its own expense, Client shall maintain, repair, replace, and keep in safe
operating condition said utilities, facilities and equipment, such that no CFM employee is
exposed to or subjected to any unsafe situation that would violate the Occupational Safety
and Health Act ("OSHA") or any other similar federal, state or local law or regulation. CFM
shall have the right to effect equipment repairs or replacements at Client's expense if, within
a reasonable amount of time after receiving notice, Client fails to make necessary repairs or
replacement to essential equipment that becomes inoperative, hazardous or inefficient to
operate or interferes with CFM's ability to provide Services in a safe and sanitary manner.
CFM shall be entitled to assert a security interest in any equipment that it purchases or
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repairs under this section, and shall retain title to equipment purchased hereunder. For
equipment purchased by CFM on behalf of Client, once the cost of the purchased equipment
or equipment repair has been recovered, CFM shall release the security interest and title
for any such purchased equipment to Client.
5.3 Cooking Equipment, Smallwares and Servicewares. At its own expense, Client shall furnish
CFM with the appliances, wares and equipment reasonably requested by CFM including all
Cooking Equipment, Smallwares and Servicewares.
5.4 Taxes. Client shall secure and pay all federal, state and local sales, use, excise and income
and other taxes and fees required for the Premises and resulting from the Food
Management Services provided for hereunder. Client shall pay all personal property taxes
and similar taxes with respect to Client's equipment located on the Premises. If sales, use
or other tax (including, without limitation, taxes on deficit billings) are assessed against the
Food Service operation, then Client shall reimburse CFM upon receipt of invoice for such
assessment and any interest, penalties, attorneys' fees or other costs related to such
assessment that are incurred by CFM. This provision shall survive termination of this
Agreement.
SECTION 6. FOOD LICENSES AND PERMITS.
6.1 CFM shall procure, maintain and post the food licenses and permits as required by law.
Other than licenses and permits by CFM in accordance with this Agreement, the Client
represents and warrants that it has and will maintain all required licenses and permits
necessary to operate the Premises and the Food Management Services. The Client
represents and warrants that the Premises is in compliance and will remain in compliance
with local, state, and federal laws and regulations. The Client agrees to notify CFM
immediately upon receiving notice of loss of any such permit or license.
SECTION 7. EMPLOYEES.
7.1 Employees. CFM shall hire employees necessary for its performance of this Agreement.
Persons employed by CFM will be the employees of CFM and not of Client.
7.2 Independent Contractor Relationship. It is mutually understood and agreed, and it is the
intent of the Parties that an independent contractor relationship is hereby established
under the terms and conditions of this Agreement. Employees of CFM are not, nor shall
they be deemed to be, employees of Client. Employees of Client are not, nor shall they be
deemed to be, employees of CFM.
7.3 Wages and Hours. CFM shall comply with all applicable federal, state and local laws and
regulations pertaining to the wages and hours of employment for CFM's employees. Client
shall comply with all applicable federal, state and local laws and regulations pertaining to
the wages and hours of employment for Client's employees.
7.4 Payroll Taxes. CFM shall be responsible for all withholding and payroll taxes relative to
CFM' employees. Client shall be responsible for all withholding and payroll taxes relative
to Client's employees.
7.5 Equal Opportunity and Affirmative Action Employer. CFM abides by the requirements of
41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination
against qualified individuals based on their status as protected veterans or individuals with
disabilities, and prohibit discrimination against all individuals based on their race, color,
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religion, sex, or national origin. CFM employs and promotes individuals without regard to
race, color, religion, sex, national origin, protected veteran status or disability.
7.6 Background Checks. The Client agrees that all background investigations that it elects to
conduct on CFM's employees will comply with applicable local, state and federal law
including, without limitation, the Fair Credit Reporting Act, where applicable.
7.7 Non -Hire. During the term of the Agreement and one year hereafter, neither CFM nor the
County shall hire each other's employees without prior written consent from the other.
SECTION 8. CONFIDENTIALITY, TRADE SECRET AND PROPRIETARY MATERIALS.
Client agrees that neither Client, nor Client's employees or agents, will disclose, photocopy,
duplicate or use, either during or after the term of this Agreement, any Proprietary, Confidential
and Trade Secret Information, without CFM's prior written permission. All Proprietary,
Confidential and Trade Secret Information shall remain CFM exclusive property. Client's access
or use of CFM Proprietary, Confidential and Trade Secret Information or Software shall not create
any right title, interest or copyright in such Information or Software. Upon termination of this
Agreement, Client agrees to return all of CFM Proprietary, Confidential and Trade Secret
Information in Client's possession relating CFM' services pursuantto this Agreement. In the event
that Client receives a request for any document which CFM previously had identified to Client as
proprietary, confidential or trade secret, Client shall notify CFM of that request and afford CFM
at least seven (7) days in which to seek an injunction pursuant to RCW 42.56.540. In the absence
of a court order to the contrary Client then will comply with its obligations under Washington's
Public Records Act. SECTION 9. FINANCIAL ARRANGEMENTS
9.1 Pricing Structure. The fiscal arrangements are included as a part of this agreement and
attached hereto as Exhibit A, which sets out the price payable by Client to CFM per
inmate meal per day.
9.2 Invoice. CFM shall issue a monthly invoice showing the cost of amounts due. Client shall
paythe full monthly invoice amount within thirty (30) days from the issuance ofthe invoice.
9.3 Payments Due and Late Payment Penalty. CFM shall issue a monthly invoice at the end of
each Accounting Period showing the Cost of Business. Client shall pay the full monthly
invoice amount within fifteen (15) days from the issuance of the invoice. In the event
payment is not made within fifteen (15) days of the due date, the invoice will be subject to
a finance charge of eighteen percent (18%) per annum or, if less, the maximum amount
permitted under applicable law.
9.4 Change in Conditions. The financial terms set forth in this Agreement, and all other
obligations assumed by CFM hereunder, are based on conditions in existence on the date
CFM commences operations including, without limitation, population; labor costs; food
and supply costs; and federal, state and local sales, use and excise taxes (the "Conditions").
Further, Client acknowledges that in connection with the negotiation and execution of this
Agreement, CFM has relied upon Client's representations regarding existing and future
conditions (the "Representations"). In the event of change in the Conditions, inaccuracy of
the Representations, or if Client requests any significant change in the Services as provided
under this Agreement, the financial terms and other obligations assumed by CFM shall be
renegotiated on a mutually agreeable basis to reflect such change or inaccuracy.
9.5 Future Pricing and Management Fee. Pricing adjustments shall be made on an annual basis
and shall be agreed upon by the parties at most recently released U.S. Department of Labor
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Consumer Price Index, All Urban Consumers, National Average Unadjusted, Food Away
From Home for the month of May (CPI), whichever is greater. Up to ninety (90) days prior
to the anniversary of the Commencement Date, CFM shall provide Client notification of the
adjustment to the pricing. On the anniversary date, CFM proposed adjustments shall go
into effect, unless the Parties have entered into a written agreement with an alternative
cost adjustment.
9.6 Attorney's Fees and Costs. Client shall pay all costs of collecting any amount due CFM,
including attorney's fees and all costs and other expenses incurred by CFM in collecting an
indebtedness of Client. This provision shall survive the termination of the Agreement.
SECTION 10. INDEMNIFICATION; INSURANCE
10.1 Client Insurance. Client shall keep all of Client's buildings, including the Premises and all
property contained therein, insured against loss or damage by fire, explosion, or other cause
normally covered by property insurance policies.
10.2 CFM Insurance. CFM shall procure and maintain the following insurance:
A. Worker's Compensation Insurance as prescribed by the laws of the state where the
Premises are located; and
B. Professional and Comprehensive General Liability Insurance and Property Damage
Liability Insurance, with limits of one million dollars ($1,000,000.00) per occurrence and
two million dollars ($2,000,000.00) annual aggregate to cover any and all claims that
arise during the course of this Agreement whether or not such claims are known or
discovered during the term of this Agreement.• This insurance policy shall name Mason
County as a "primary, non-contributory additionally insured".
Evidence of such insurance shall be provided prior to commencement of the Services in the
form of a certificate of insurance and shall advise Mason County of any exclusions upon
request..
10.3 Indemnification. Each Party agrees to provide the following indemnification.
A. Each party agrees that it will defend, indemnify and hold harmless the other party, its
officers, directors, parent corporation, affiliates, employees and agents against any and
all liabilities, losses, damages, injuries, deaths, reasonable litigation expenses (including,
without limitation, reasonable attorneys' fees), costs and costs of court which either
party, its officers, directors, parent corporation, affiliates, employees and agents may
hereafter sustain, incur or be required to pay arising out of the other party's sole
negligent acts, omissions or failure to perform obligations pursuant to this Agreement.
Provided, however, neither party shall be required to defend, indemnify and hold
harmless the other party for any intentional or criminal actions of the other party or its
employees, visitors or invitees.
10.4 Notice of Indemnification. CFM obligation to hold Client harmless pursuant to the
Agreement shall be dependent upon CFM receiving written notice from Client of any claims
or lawsuits against CFM or Client, but in no event, no later than thirty (30) days after the
date Client first receives written notice of such lawsuit or claim. Failure of Client to notify
CFM of such claim or lawsuit within the stated period of time shall relieve CFM of any and
all responsibility and liability under this Agreement to defend, indemnify and hold Client
harmless.
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SECTION 11. GENERAL AGREEMENT TERMS.
11.1 Notice. Any notice required under this Agreement shall be deemed to have been
sufficiently provided when delivered by hand, or three days after being sent by certified
or registered mail return receipt requested, or by overnight delivery service with receipt
of delivery, provided such delivery is to the parties at the following addresses:
Consolidated Food Management, LLC Mason County
Attn: Tom Cusimano
1751 County Road B West, Suite 300
Roseville, MN 55113
Attn: Chief Kevin Hanson
322 North 3rd Street
Shelton, Washington 98584
11.2 Excused Performance. If performance of any terms or provision hereof (other than the
payment of monies) shall be delayed or prevented because of compliance with any law,
regulation, decree or order by any federal, state, or local court, governmental agency or
governmental authority, or because of riot, war, public disturbance, strike, lockout,
differences with workmen, fire, flood, Act 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.
11.3 Assignment or Transfer. Neither party may assign or transfer this Agreement, or any part
thereof, without written consent of the other party.
11.4 Entire Agreement; Waiver. This Agreement constitutes the entire Agreement between the
Parties with respect to the provisions of CFM's services, and there are no other or further
written or oral understandings or agreements with respect thereto except as otherwise set
forth herein. 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 CFM and Client.
This Agreement supersedes all other agreements between the Parties or their predecessors
for the provision of CFM Services.
11.5 Counterparts; Electronic Signatures. This Agreement may be executed in multiple
counterparts, each of which shall be effective upon delivery and, thereafter, shall be
deemed to be an original, and all of which shall be taken as one and the same instrument
with the same effect as if each party had signed on the same signature page. This
Agreement may be transmitted by fax or by electronic mail in portable document format
("PDF") and signatures appearing on faxed instruments and/or electronic mail instruments
shall be treated as original signatures.
11.6 Venue and Choice of Law. Client hereby agrees that the validity and construction of this
Agreement shall be governed by Washington law. Any action arising out of or relating to
this Agreement shall be litigation either in the Superior Court of Washington for Mason
County, or in the United States District Court for the Western District of Washington at
Tacoma.
11.7 Limitation of Liability. CFM shall not be liable for loss of business, business interruption,
consequential, incidental, special or punitive damages, or for Toss of revenue or profit in
connection with the performance or failure to perform this Agreement, regardless of
whether such liability arises from breach of contract, tort or any other theory of liability.
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11.8 Subrogation. When permitted by the applicable insurance policies, Client and CFM waive
any and all right of recovery from each other for property damage or loss of use thereof,
however occurring, which loss is insured under a valid and collectible insurance policy to
the extent of any recovery collectible under such insurance. 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 death or injury.
11.9 Severability. Any term or provision of this Agreement that is invalid or unenforceable shall
not affect the validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other situation.
IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused their appointed
and duly assigned officers to execute this Agreement.
CLIENT:
7'
By:
Printed: James Barrett
Title: Undersheriff
Dated: 1/24/17
CFM:
By:
Printed:
Title:
Dated:
Mitch Spe
her
Chief Financial Officer
BOARD OF COUNTY COMMISSIONERS:
By: 9.
APPROVED AS TO FORM:
By.
Printed: Kevin Shutty Printed: Tim Whitehead
Title: Chair
Title: Chief Deputy Prosecuting Attorney
Dated: 1/24/17 Dated: 1/24/17
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Exhibit A
MASON COUNTY FISCAL ARRANGEMENTS
Range
Price Per
Meal
0 - 29
TBN
30
—39
$4.902
40
- 49
$3.991
50
— 59
$3.422
60
— 69
$2.968
70
— 79
$2.640
80
—89
$2.394
90
— 99
$2.149
100
— 109
$2.043
110-109
$1.916
120
— 129
$1.808
130
— 139
$1.717
• The above pricing is for all inmate and juvenile meals based upon three (3) meals per
day, seven (7) days per week, and does not include any applicable state or county taxes.
• All juvenile meals will be charged at the same rate as the adult inmate meals.
• CFM shall bill back to the client all costs for food and cleaning supplies. CFM shall be
responsible for all labor and benefit costs for all CFM employees.
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