CAMPUS SERVICES
April 20, 2006
Mr. T.G. Emmons, III,
Director of Auxiliary Services
University of South Alabama
307 University Boulevard
Mobile, AL 36688
Dear Mr. Emmons:
This Letter Amendment shall confirm the understanding between you and our representatives
that effective as of -Q.Qtq_~~I-~2-00fi._the Food Services Management Agreement between
UNIVERSITY OF SOUTH ALABAMA ("Client") and ARAMARK EDUCATIONAL SERVICES,
INC. ("ARAMARK"), dated June 4, 1997, as amended (the "Agreement"), shall be further
amended as follows:
1.
Paragraph 4, CLEANING RESPONSIBILITIES, Subparagraph A, "ARAMARK's
Responsibilities," shall be deleted in its entirety, and in its place shall be inserted the following:
"4.
CLEANING RESPONSIBILITIES:
A.
ARAMARK's Responsibilities:
ARAMARK shall maintain high
standards of sanitation and shall be responsible for routine cleaning and housekeeping
in the food preparation and service areas (including food service equipment, kitchen
floors, hoods and grease filters) and for the routine cleaning of cafeteria tables and
chairs. ARAMARK shall be responsible for periodic waxing and buffing of floors, mats
and periodic cleaning required for all existing areas, including the kitchen exit at the east
hallway, the exit from the elevator on the west hallway, and carpeted areas in all office
space occupied by ARAMARK.
ARAMARK shall comply with all applicable Mobile
County Health Department standards with ratings no less than ninety-five (95).
As a general rule, ARAMARK shall comply with the general cleaning
standards and guidelines set forth on Schedule 4.A attached hereto.
2.
Paragraph 5, FOOD SERVICE AND MENUS, shall be deleted in its entirety, and
in its place shall be inserted the following:
"5.
FOOD SERVICE AND MENUS: ARAMARK shall manage the Campus
Food Service Program for Client and Client's students, faculty, staff and guests at such
hours and locations as Client and ARAMARK shall mutually determine. ARAMARK shall
submit menus to such person as Client shall designate at least two (2) weeks in advance
of implementation.
The services to be provided by ARAMARK hereunder may include the
service and sale of alcoholic beverages at the Multipurpose Room in the University
Center, Client's Laidlaw Building and the field house in Stanky Field.
980 HAMMOND DRIVE, SUITE 1400
ATLANTA, GA 30328
678 587 4020
FAX 770 393 1192
MZC-213243.03
April 20, 2006
April 20, 2006
Page 2
ARAMARK's Food Service Program shall comply with the general service
standards and guidelines, including the guidelines with respect to energy conservation,
set forth on Schedule 5 attached hereto."
3.
Paragraph
13, FINANCIAL
Program", and C, "Commissions",
inserted the following:
"13.
TERMS,
shall be deleted
Subparagaphs
in their entirety,
B, "Declining
Balance
and in their places shall be
FINANCIAL TERMS:
B.
Meal Plans:
1)
Board Plans: ARAMARK agrees to prepare and serve
meals to Client for Client to resell to its students participating in the Board Plan at the
following rates per semester:
Meal Plan
6 meals per week plus $600 Bonus Bucks
Rate Der Semester
$1,080
At the beginning of each semester, Client shall furnish ARAMARK
with a list of all persons entitled to meals at Board Plan rates and shall advise
ARAMARK weekly in advance of any changes in the list. Billings to Client will be based
on the number of persons listed each Monday morning before breakfast. No allowance
will be made for meals or days which contract patrons miss, and partial days will be
considered full days for billing purposes.
2)
Declining Balance Programs:
Client's students, faculty
and staff will be permitted to deposit monies with ARAMARK to establish a Declining
Balance Account to be used to make purchases at any ARAMARK operation on Client's
campus. Unused account balances remaining at the end of each semester shall be
carried forward to the immediately succeeding semester.
Client's students will also be permitted to use their University
account, which is maintained by Client, to make purchases at any ARAMARK operation
on Client's campus.
ARAMARK will pay to Client a transaction fee of two percent (2%)
of all purchases made with University accounts or Declining Balance Accounts.
3)
Value Meal Options:
ARAMARK shall provide, at each
point of sale, a "value meal" option for breakfast and lunch, with such meals to be priced
as follows: breakfast -$2.99 per value meal and lunch -$5.99 per value mea.!.
4)
shall provide. breakfast
Retail/" All You Can Eat" Dining Options:
ARAMARK
and lunch as retail operations (subject to the additional
MZC-213243.03
April 20, 2006
April 20, 2006
Page 3
requirement set forth in Paragraph 13.B(3), above) and dinner as an "all you can eat"
operation."
5)
Review of Meal Plans:
Representatives of ARAMARK
and Client shall meet in January 2007 to review the meal plans provided by ARAMARK
pursuant to this Agreement and shall recommend and approve any changes thereto."
C.
Commissions:
ARAMARK shall pay to Client the following
commissions, calculated, in each case, as a percentage of Net Receipts from the
applicable category of services. With respect to any category of services upon which
ARAMARK pays an incremental commission, the applicable commission shall be paid
upon the respective incremental portion of Net Receipts:
Commission
CateGOry of Sales
Residential (Board Plan and Declining Balance) Sales
Retail Sales, Including Catering
10% of Net Receipts
5% of Net Receipts
Mitchell Center Concessions
-$0 to $75,000 in operating year
Mitchell Center Concessions
-$75,001
to $150,000 in operating year
Mitchell Center Concessions
-$150,001
and over in operating year
18% of Net Receipts
20% of Net Receipts
22% of Net Receipts
Commencing October 1, 2006, in the event that commissions paid
to Client during any operating year commencing October 1 and ending September 30
are less than a stipulated amount (the "Guaranteed Commission Amount"), then
ARAMARK shall, within 30 days after the end of such operating year, pay to Client an
amount equivalent to the difference of (i) the Guaranteed Commission Amount minus (ii)
the actual amount of commissions paid to Client for such operating year, calculated as
set forth above.
The Guaranteed Commission Amount (i) for the operating year
commencing October 1, 2006 shall be One Hundred Sixty-Nine Thousand Five Hundred
Sixty-One Dollars ($169,561), (ii) for the operating year commencing October 1, 2007
shall be One Hundred Eighty-One Thousand Four Hundred Five Dollars ($181,405) and
(iii) for the operating year commencing October 1, 2008 shall be One Hundred NinetyThree Thousand Four Hundred Ninety Dollars ($193,490) and (iv) thereafter, shall be
increased, effective on October 1 of each subsequent operating year, by an amount
equivalent to the product of (i) 0.02 multiplied by (ii) the Guaranteed Commission
Amount for the previous operating year."
4.
A new Subparagraph H, "ARAMARK-Provided Funds and Programs", shall be
added to Paragraph 13, FINANCIAL TERMS and shall read in its entirety as follows:
"13.
FINANCIAL TERMS:
H.
ARAMARK-Provided
Funds and Programs:
1)
Complimentary
Catering
Credits:
ARAMARK shall
provide Client with an annual fund in the amount of $2,500 for use at Client's discretion
for catering services. The pricing for any such catering services shall be based upon
ARAMARK's retail pricing as contained in ARAMARK's catering guides. Any remaining
MZC-213243.03
April 20, 2006
April 20, 2006
Page 4
balance at the end of an operating year shall accrue for potential use in subsequent
years. Any remaining balance upon expiration or termination of this Agreement shall be
retained by Client.
2)
Meal Plan Scholarships:
ARAMARK shall provide Client
with two meal plan scholarships per operating year for award at Client's discretion.
3)
Complimentary
Catering
Services
-Mitchell
Center:
ARAMARK shall provide complimentary catering services in the President's Suite at
Client's Mitchell Center location. Such catering services shall include items available
from ARAMARK's menus at Mitchell Center."
5.
Paragraph 16, FORCE MAJEURE, shall be deleted in its entirety, and in its place
shall be inserted the following:
"16.
FORCE MAJEURE:
Neither party shall be responsible to the other for
any losses resulting from the failure to perform any terms or provisions of this
Agreement, except for the payments of monies owed, if the party's failure to perform is
attributable to war, riot, or other disorder; strike or other work stoppage; 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. Any such occurrence
shall be referred to as a "Force Majeure."
In the event of a Force Majeure which
interferes with the Campus Food Service Program, upon request, ARAMARK shall take
all reasonable steps to continue to provide service upon terms and conditions
satisfactory to ARAMARK and Client.
The parties hereby agree that, with respect to disaster preparedness, the
guidelines and policies set forth on Schedule 16 attached hereto shall apply."
6
Paragraph 22, TERM, shall be deleted and replaced in its entirety as follows:
"22.
TERM:
This Agreement
shall expire on_~~~~2Q16.-Notwithstanding the foregoing, this Agreement shall at all times be subject to termination
pursuant to Paragraphs 23 and 24 hereof"
7.
Paragraph 27, ADDITIONAL
the Agreement as follows:
"27.
ADDITIONAL
FINANCIAL
COMMITMENTS,
shall be added to
FINANCIAL COMMITMENTS:
A.
2006 Financial
Commitment:
In consideration
of Client's
agreement to extend the term of this Agreement for a period of ten (10) years, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, ARAMARK shall make a financial commitment to Client in an amount up
to Two Hundred Fifty Thousand Dollars ($250,000) (the "2006 Financial Commitment") for
food service facility renovations and for the purchase and installation of food service
equipment, area treatment, signage and marketing materials and other costs associated
with the Campus Food Service Program on Client's premises. Client shall hold title to all
MZC-213243.03
April 20, 2006
April 20, 2006
Page 5
such equipment at all times. The 2006 Financial Commitment shall be amortized on a
straight-line basis over a period of ten (10) years, commencing in August 2006 and ending
in July 2016. The amortization will not be charged to Client as a Direct Cost or an Allocated
Charge. Notwithstanding the foregoing, the amortization expense of the 2006 Financial
Commitment shall be included as a Direct Cost solely for purposes of determining
ARAMARK's Entitlement as set forth herein.
Upon expiration or termination of this Agreement by either party
for any reason whatsoever prior to the complete amortization of the 2006 Financial
Commitment, Client shall reimburse ARAMARK for the unamortized balance of the 2006
Financial Commitment as of the date of expiration or termination.
In the event such
amounts owing to ARAMARK are not paid to ARAMARK within 30 days of expiration or
termination, Client agrees to pay interest on such amounts at the Prime Rate plus two
percentage points per annum, compounded monthly from the date of expiration or
termination, until the date paid.
B.
2007 Renovation Financial Commitment:
In consideration of
Client's agreement to extend the term of this Agreement for a period of ten (10) years,
and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, ARAMARK shall make a financial commitment to Client in an
amount up to Four Hundred Fifty Thousand Dollars ($450,000) (the "2007 Renovation
Financial Commitment") for food service facility renovations and for the purchase and
installation of food service equipment, area treatment, signage and marketing materials
and other costs associated with the Campus Food Service Program on Client's
premises. Client shall hold title to all such equipment at all times. The parties hereby
agree that the 2007 Renovation Financial Commitment shall be committed in various
segments (each, a "Financial Commitment Segment") as follows:
Period
October
October
October
October
October
October
October
October
October
1, 2007
1, 2008
1, 2009
1, 2010
1, 2011
1, 2012
1, 2013
1,2014
1, 2015
-September
-September
-September
-September
-September
-September
-September
-September
-September
Amount of Seament
30, 2008
30, 2009
30, 2010
30, 2011
30, 2012
30, 2013
30,2014
30,2015
30, 2016
$50, 000
$50, 000
$50, 000
$50, 000000
$50,
$50, 000000000000
$50,
$50,
$50,
ARAMARK shall only be obligated to commit a Financial
Commitment Segment if this Agreement is in full force and effect as of the date on which
such Financial Commitment Segment is to be committed. Each Financial Commitment
Segment shall be amortized on a straight-line basis over a period of twelve (12) months,
commencing,
in each case, upon final expenditure of the applicable Financial
Commitment Segment. The amortization will not be charged to Client as a Direct Cost or
an Allocated Charge. Notwithstanding the foregoing, the amortization expense of each
MZC-213243.03
April 20, 2006
April 20, 2006
Page 6
Financial Commitment Segment shall be included as a Direct Cost solely for purposes of
determining ARAMARK's Entitlement as set forth herein.
Upon expiration or termination of this Agreement by either party
for any reason whatsoever prior to the complete amortization of the 2007 Renovation
Financial Commitment, Client shall reimburse ARAMARK for the unamortized balance of
the 2007 Renovation Financial Commitment as of the date of expiration or termination.
In the event such amounts owing to ARAMARK are not paid to ARAMARK within 30
days of expiration or termination, Client agrees to pay interest on such amounts at the
Prime Rate plus two percentage points per annum, compounded monthly from the date
of expiration or termination, until the date paid."
In all other respects, the Agreement shall remain in full force and effect.
Amendment shall be attached to, and become part of, the Agreement.
This Letter
MZC-213243.03
April 20, 2006
April 20, 2006
Page 7
If the foregoing is in accordance with your understanding,
the enclosed copy of this Letter Amendment at your convenience.
please sign, date, and return
Very truly yours,
ARAMARK
EDUCATIONAL
INC. ("ARAMARK")
_//
~"
~~'-!4
SERVICES,
)
~\..9-
orer
Vice President
The aboveis acceptedthis~
day of April, 2006.
MZC--213243.03
April 20, 2006
Schedule 4.A
Sanitation
!
All food in the walk.in
alJminum
refrigerators
Guidelines
and freezers
will be covered
with
plastic wrap or
foil.
I
Walls. ceilings. windows. ducts, fan blades, and screens will be kept clean and free from
dir]!. dust, and grease.
Floors will be cleaned by vacuuming, washing, or mopping. Spray wax and buff floors as
necessary to maintain their appearance.
At least quarterly, thoroughly strip and wax all tile floors
as! necessary to maintain their appearance.
At least semi-annually steam clean all carpets.
All woodwork and walls should be cleaned and/or polished as necessary. All accessible
air duct grills should be cleaned, and the area around the loading docks and dumpsters should
be policed at least daily.
Steam tables, meat grinders, knives, etc. will be cleaned and sanitized after each use.
Dining room tables, beverage counters and salad bars will be constantly wiped and kept
in spotless condition throughout each meal.
Cooking surfaces of grills, griddles and similar cooking devices shall be cleaned at least
once a day and shall be free from encrusted matter.
M2C--213243.03
April 20. 2006
Schedule 5
Service Standards and Guidelines
Service excellence needs to be maintained through programs of standardized
preparation serving and cleaning. All foods must be garnished when practical. Serving lines are
to be well stocked throughout the entire service. The last customer is to be offered the same
range or choice as the first.
Display in serving areas shall be clean, orderly and attractive at all times. Specifically,
the quality, quantity and appearance of food shall be observed by the Contractor prior to the
st$rt of each peak traffic or meal period, and as frequently thereafter as necessary for the
, duration of the high traffic period. Any spillage or soil spots shall be removed promptly from the
! counter, steam table pans and general serving area. Salads and other pre-dished items shall be
frequently replenished or regrouped to prevent a sparse or disheveled counter appearance.
II Excessive perishing should De avoid~d. Partially used, broken or spilled items shall be removed
from the area promptly. Food serving areas are to be well stocked throughout the posted
serving hours.
I
The successful Contractor, by working with authorized members of the institution and
st~dent committees shall arrange to provide a variety of programs and special dinners for the
contract students at no extra charge. These shall range from holiday dinners to special theme
dinners, complete with costumes and decorations in which nationality or other themes are used
(i.e. Hawaiian Luau, Mexican Fiesta, Night in Merry aide England, etc.).
Each daily lunch and dinner menu shall contain a minimum choice of one solid meat
entree such as roast, steak, chop, chicken or fish. An alternate to the solid meat entree of an
acceptable non-solid meat entree may be provided with prior approval of the institution.
All foods served shall be wholesome and free from spoilage and decay. Uncooked
items, such as fresh fruits, shall be clean and free from blemish. All foods shall, when served,
be attractive in appearance and correct in temperature and consistency. They shall all be crisp,
moist, dry, and tender as may be appropriate in each case. Preference will be for fresh food
over frozen food and all frozen food over canned food.
i
The Contractor agrees to exercise care to keep these energy services to a minimum,
and comply with established energy conservation practices, regulations and policies and
m!utually endeavor to conserve the use of energies. In addition, the Contractor shall effectively
manage energy conservation in all food operations and shall conduct frequent training sessions.
To facilitate cooperation, the institution and or its designated rep!esentative shall meet
with the Contractor prior to the start of each quarter to plan the mutual goals for programming in
food service and food service related areas. The Contractor shail designate a program
coordinator who shall serve as a liaison to the institution on program matters, and provide some
assistance in the implementation of the programs.
MZC-213243.03
Aoril 20. 2006
Schedule16
Disaster Preparedness
Guidelines
Currently, the Dining Services requires several tractor-trailer sized deliveries of meat,
produce, dairy, groceries, breads, etc. to sustain the existing operation on a weekly basis.
Menus can be substantially altered to ease production and to accommodate a larger number of
pe!ople but without adequate re-supply services will be finite. These limitations should be
considered in any emergency planning.
The D~ning Services could most realistically feed about 300-400 people a meal three
tinites daily for about three days presuming that item #1-7A.were met prior to an emergency,. .I
'r 0',\ -th~ ~~~~e.d
I-\.,.)r("II:.c<.I\e.
Pr"t,tltr".?or\e.S-.s
..j-40'" Sery-i('e.
d C<7.11
!y,~,,'t()11!\
After that, the program would be able to offer progressively
less
until
supplies were
/<-{Q)
exhausted, etc.
~
The Director of Campus Dining, or designee, will coordinate with the Assistant Vice
President for Auxiliary Enterprises to provide the nutritional needs of University students and
University staff during a disaster period.
Campus Dining will insure that food supplies such as bologna, salami, luncheon meat,
breads, fruits, dehydrated or concentrated drink mixes, cookies, snacks, utensils and individual
condiments are at the proper stock level to last 3 days for 300-400 people.
The Campus Dining van should be fueled and ready ahead of the approaching storm.
Prepare building to adequately and sanitarily serve students and staff. All windows
sh,ould be closed and all movable objects near windows, inside or out, should be moved.
Notify all personnel in the cafeteria to report all injuries and explain that the phone is for
emeraencies only.
Fill all steam kettles and stock pots with fresh water, cover and secure them. This should
be done in case of a shortage or contamination of the water supply.
Work with University Physical Plant to secure at least 21 days of fuel for generator.
Procedure DurinG Hurricane
Instruct all personnel to remain indoors.
Implement three-day menu
Secure water supply if possible
Maintain constant communication with VP Auxiliary Enterprises
Distribute food at proper time
MZC--213243.03
April 20, 2006
J~
6.
~4/2!51
14:~b
~!j!jb
.j~q-qb~b.j(O
U:=JH
HURRICANE PR~PAREDNESS-FOOD SERVICg
It is rE;cornmended that for
followiJ1g
items are taken
an effective
hurricane
:pl~tha.t
the
into
consideration
prior
to. such an
emergen<:y.
Items
t:o consider
1. The ability
law is
are as follows:
of ARAMARKpersonnel
declared
2. Living
to get
to
c~mpus if
martial
or roads are impassable.
arrangements
for
these personnel
at
the
student
centE~r
3. A supply
of elect)~icity
cool.ers
and freezers
MitC:]lel1
Center
at
to operate
lighting,
the
Student
Center
4. If
no back up power exists
at the
~ssj.stance
in tra-Tlsporting
perishable
Mitc:bel1 Center prior to a storm.
.,
5. Safe and secure su~)ply of potable
for sanitary qualities.
A uninterrupted
7
sl'z;:ed
sustain
supply
of
.Adequate
notice
of a declaration
that products
might be trucked
Mitchell'
i ten'.s
water that
cooking
,3ubstantial1y
altered
to
center,
;from
the
, ,
can b~ verified
fuel
in
of impending
emergency
and staff
notified.
currently,
the Dining
Senrices
requires
several
deli'\reries
of meat,
produce,
dairy,
groceries,
the
existing
operation
on a weekly
basis.
J.1U~er
finite.
a.ppliances,
a~~..~ at the
ease production
and to
of people
but
without
adequate
These
limitations
should
be
re-supply
considered
tract9r~trailer
breads,
etc
Menus
can
so
to
be
a~commodat~ ,a larger
services
will
be
in
any:emergency
planningThe Dining
Services
could
most realistically
feed about. 300 -400
people
a meal three
times daily
for about three days presuming
that
items
# 1- 7 were met prior
to an emergency.
.
.i
After
until
that,
the program wc,uld be able
supplies
were exhaust.ed,
etc.
to
offer
progressiv~ly
I.!, .
less
~4/25"2~~o
,Preparation
14: t1b
jj'4-'4b~b~(O
U;:1H HU",
Before
TfJe JJire,:tor
t.h(~ Assi~tant
"
needs of
a disa.ster
Campus Dining
Strikes
will
coordinate
with
Enterprises
to, pro'V'ide
students
and Univers:;j,ty staffiduring
university
period.
I
will
insure
that
lunch.eon meat, breads,
mixes, cookies,
snacks,
the
Hurricane
of Campus Dining,
or designee,
Vice Presideilt
for Auxiliary
;trLe nutritional
at
c:.I'IIt:."'J.;;Jt:.;:1
p:t'oper
stock
le'vel
van
~hould
Tl~e Campus Dining
a}?proa ching storm.
PY'epare building
to
food supplies
such as bologna,Isalalui,
dehydrated
or concentrated:drin:~.
and individual
condimentsia.::-e
fruits,
utensils
to
last
3 days
be fueled
adequately
and
al+ :t:1ersonnel
in the cafeteria
to
that the phone is for emergencies
Fill
..all ste!am kettles
and stockpots
s.'!cure them.
This should. be done
contamination
of the water supply.
proCedtlre
Instruc1:
all
Implement
Secure
personnel
three-day
'lTater
Maintai,n
Distrib".lte
food
if
!II
indoors.
possible
at proper
60S-4J.93
the
et~dents
and
obj'~cts
near
.,~,,~-.
injuries
.:1:;
and
,/.;
~:...
.
comtT\unication
-460-6481
460-2932
ahead of
."
with
VP Auxilia~
time
Phone Numbers
Direetor
Production
Convenience Store
Admirt Snack Bar
EmmOn!3,
all
Hurricane
remain
Campus Dining
",C'.G.
report
only,
menu
supply
constant
serve
moveable
peopie.
with fresh water,
.'cover and
in case of a shortage
or
During
to
300-400
ready
and sanitarily
'[.ta~:f.
A+.1.,wj.ndows should be closed
and all
windows,
linsj.de
or out,
should be moved.
~rotify
explain
for
7378
6946
7902
6021
(Office)
(Home)
(Cell)
Enterprises
., .
Revised:
~4f2?f2fJ~&
lq:~b
::I::I4-qb~b~/~
:Tim McWilliams
U'uA
-460-7378
Howard,
Annie
Lewis,
Manager,
Manager,
Noe Funes, Executive
Melissa
Brisbane,
t""'A\.21:.
(Home)
(oe11 phone)
Mitchell
Center
Delta Deli
The Market
Chef
Catering
t:.NIt:.~.L:Jt:.:J
(Office)
342-7748
709-2641
Trent
RUA
344-2981
753-4836
471-2177
(Home)
(cell phone)
(Home)
850-478-2543
Manager
709-2643
(cell
phd~e)
460-7117 (Office)
Jan.30,2006
I':~
tj4ftl4
ARAMARK
.,
CoRPORATION
CAMPUS SERVICES
May3,2001
Mr. T. G. EmmonsIII
AssistantVice Presidentfor Auxiliary Enterprises
University of SouthAlabama
StudentCenter142
307 University Blvd.
Mobile, AL 36688
Mr. Emmons:
This ExtensionAgreementshall confirm the understandingbetweenyou and our representatives
thateffectiveas
of May 1,2001, the Food ServicesManagementAgreementbetweenUNIVERSITY OF SOUTH ALABAMA ("Client")
and ARAMARK EDUCATIONAL SERVICES, INC. ("ARAMARK") datedJune4,1997 (the "Agreement")shallbe
extendedas follows:
1
Paragraph22, TERM, shallbe deletedandreplacedin its entiretywith the following:
"Term: This Agreementshallcommenceon the Effective Date and expire on August17,2006.
Notwithstanding the foregoing, this Agreement shall at all times be subjectto termination
pursuantto Paragraphs23 and 24 hereof."
:
In all otherrespects,the Agreementshall remainin full force and effect. This ExtensionAgreementshallbe
a~ched to, andbecomepart of, the Agreement.
00-139117
ARAMARK TOWER
1101 MARKET STREET
PHILADELPHIA,
PA 19107-2988
215 2383000
~. G. EmmonsIII
May 30,2001
P~ge2
If the foregoingis in accordancewith your understanding,
pleasesignanddatethe three (3) copiesof this
ExtensionAgreement.Pleaseretainone copy and returnthe remainingtwo (2) copiesof this ExtensionAgreementat your
convenience.
Very truly yours,
ARAMARK EDUCATIONAL SERVICES, INC.
("ARAMARK")
By:
~cceptedthis~io/day of J
~\'\C--
, 2001
"-'"
By:
M.
Vice Presidentfor FinancialAffairs
00-138753
Matter 21 126
,
FOOD SERVICES MANAGEMENT AGREEMENT
("ARAMARK').
WITNESSETH THAT:
Agreement is-6~g-l;!§t17,1996,
I
2.
DEFINITIONS:
Agreement,
The following words and phrases when used in this
or any amendment hereto, shall have the meanings given to them in this
Paragraph
A.
"Accounting
Periods":
The two (2) Accounting Periods of four (4)
weeks each and one (1) Accounting Period of five (5) weeks which occur in each quarter.
The September Accounting Period in 1997 shall consist of six (6) weeks.
B.
"Agreement": This Food Services ManagementAgreement.
C.
"Allocated
Charge": A charge established by ARAMARK which is
reasonably allocated to Client, for certain services provided by ARAMARK to clien
locations,
D.
program,
cash, catering, alcoholic beverage service, and other related food service
operations to be managed by ARAMARK under this Agreement.
E.
J'
"Direct Costs": Costs incurred by ARAMARK directly attributable to
I
services provided under this Agreement.
F
"Food
Service
property and facilities made available
Facilities":
The areas, improvements,
by Client to ARAMARK
for the provision
personal
of the fooq
services as more fully described in Paragraph 3.A. below.
G.
"General and Administrative
I
I
I
Expense Allowance":
ARAMARK'$
I
allowance
financial
of an amount equivalent to Four Percent (4%) of Gross Receipts for th~
reporting,
legal,
tax and
audit services
I
1
operational
accountability
and
management oversight provided to cl)ent locations by ARAMARK at the district, regional
and corporate tevels
H.
"Gross
Receipts":
All receipts
received
by ARAMARK
in operating
the Campus Food Servtce Program, including, without limitation, amounts received for
declining balance account purchases, receipts from cash operations, and receipts from
catering sales
"Net Receipts":
Gross Receipts less all applicable state and local
I
sales taxes.
J.
"Prime
Interest Rate": The interest rate published in The Walt
Street Journal as the base rate on corporate loans posted by at least seventy-Five!
Percent (75%) of the thirty (30) largest U.S. banks, such rate to be adjus.ted on the las~
day of each Accounting Period.
K.
I
"Reimbursable
General and Administrative
Costs":
Direct Costs,
Allocated
Charges
and
Expense Allowance to be charged to Client under this
Agreement.
L.
"Request
for Proposal":
University of South Alabama's Request
for Proposal dated May 24, 1996.
M.
such as chinaware,
"Servicewares":
glassware
Items used in the serving of food and beverages
and silverware.
I
1
N.
"Small Expendable Equipment":
I
food such as pots, pans and kitchen utensils
-2University of South Alaboma
Items used in the preparation of:
3.
A.
B.
4.
FACILITIES AND EQUIPMENT:
Food Service Facilities:
Client shall make available to ARAMARK
suitable Food Service Facilities as defined in the Request for Proposal,
completely
equipped (including C-Bord point of sale equipment) and ready to operate, together with
such heat, refrigeration,
local telephone
service,
and utilities service as may be
,
reasonably required for the efficient performance of this Agreement. The Food Servic~
Facilities
shall include adequate dressing
I
rooms and rest rooms for ARAMARK's
employees and appropriate office space and office equipment including, but not limited to.!
desks, chairs, tables, filing cabinets and safe, for the exclusive use of ARAMARK in thJ
performance
distance
of this Agreement.
telephone
ARAMARK
shall be responsible
for the cost of long! I
I
calls. Client shall have full access to the Food Service Facilities at all,
times. Prior to the submission of the Proposal by ARAMARK, ARAMARK performed a
site visit to the Food SeNice Facilities and same meet the requirements of ARAMARK.
Repair,
Replacement
and
Maintenance:
Client
shall
furnish
building maintenance services for the Food Service Facilities, shall promptly make all
equipment repairs and replacements, and shall be responsible for compliance with all
federal, state and local safety and health laws and regulations with respect to the Food
Service Facilities
;
C.
Servicewares
and Small
Expendable
Equipment:
Client shal~
I
furnish an adequate initial inventory of Servicewares and Small Expendable Equipment!
I
At the commencement of operations hereunder, ARAMARK and Client shall jointly tak~
an opening inventory of such Servicewares and Small Expendable Equipment, a copy o~
which shall become part of this Agreement, as well as any purchases made by the Clien,
I
over the term of this Agreement. ARAMARK shall maintain such inventory as a Direc1
Cost.
CLEANING RESPONSIBILITIES:
A.
standards
ARAMARK's
of sanitation
the food preparation
Responsibilities:
and shall be responsible
and service areas (including
ARAMARK
shall maint.ain high
for routine cleaning and housekeeping
food service equipment,
-3-
University of SouthAlabama
kitchen floors
in
i
B.
hoods and grease filters) and for the routine cleaning of cafeteria tables and chairs
ARAMARK
shall be responsible for periodic waxing and buffing of floors.
ARAMAR1
shall comply with all applicable Mobile County Health Department standards with ratings:
no less than ninety-five (95)
Client's
cleaning
blinds.
service
for cafeteria
Responsibilities:
walls, windows,
Client, at its cost, shall provide regular
floors,
In addition, Client, at its cost, shall be responsible
light fixtures,
and draperies
for routine cleaning
and
of all grease
traps, duct work, plenum chambers and roof fans. Client shall be responsible for trash
and garbage removal and extermination service
5.
FOOD SERVICE AND MENUS: ARAMARK shall manage the Campus
Food Service Program for Client and Client's students, faculty, staff and guests at such
I
hours and locations as Client and ARAMARK shall mutually determine. ARAMARK shall:
submit menus to such person as Client shall designate at least two (2) weeks in advance:
of implementation
The services to be provided by ARAMARK hereunder may include the!
service and sale of alcoholic beverages at Client Brookley Center, Multipurpose Room in!
!
the University Center, the field house in Stanky Field, and on Client's yacht,
6.
PERSONNEL:
A.
ARAMARK shall provide and pay a staff of its employees on duty on
Client's premises for the efficient management of the Campus Food Service Program.
Employees of ARAMARK will be subject to the rules and regulations of Client while on
Client's premises
Compensation and related payroll costs for ARAMARK employees
assigned to duty on Client's premises shall be charged as Direct Costs.
In addition, ani
i
I
Allocated Charge shall be charged for fringe benefits and human resource services fori
such employees,
ARAMARK is the employer of all food service employees utilized by1
I
ARAMARK
in the Campus Food Service Program.
ARAMARK will comply with alii
applicable state, federal and local laws and regulations regarding employment of such!
-4-
University of South Alabama
D.
employees
B.
ARAMARK shall assign to duty on Client's premises only employees
acceptab1e to Client.
Client will have authority to request ARAMARK to remove any
employee of ARAMARK from the Campus Food Service Program.
c.
ARAMARK
1
will employ on a ninety (90) day fair trial period, without 81
reduction in hourly wages or benefits, present food service full-time, non-managemen~
employees.
employees
F~rthermor~,
ARAMARK
m~y not,.Without prior approval of.Client,
during the ninety (90) day trIal period.
(90) day trial period shall not limit ARAMARK's
employee following the trial period
Successful
completion
ability to terminate
term~natel
of the ninety!
or lay-off any such!
This provision does not apply to part-time student!
employees
employees
and non-student
per week.
Client presently has one employee on the Brookley Center campus classified
as a Food Service Work II. This
I
who regularly work less than twenty
,
(20) hours
employee will be assigned to work for ARAMARK, but
will remain on Client's payroll. ARAMARK will reimburse Client for each hour worked by
this employee at the rate of $8.33 per hour, and will reimburse Client for benefits provided
by Client to this employee at the rate of thirty percent (30%) of the employee's wages.
Any and all costs not covered by the amount to be reimbursed by ARAMARK hereunde~
shall be borne by Client.
I
Client shall furnish ARAMARK with student labor to an exten11
mutually
agreed upon.
E.
If ARAMARK
incurs any costs, including
legal fees, retroactiv~
I
wages and damages, as a result of any personnel action taken by Client or by ARAMARKI
at the direction of Client, which action ARAMARK would not have taken but for Client's'
direction,
Client shall reimburse ARAMARK for reasonable costs associated with the
defense of those actions; provided, however, that prior to incurring cost of a significani
nature, ARAMARK will obtain approval from Client in the defense strategy and wil J
maintain an ongoing review with Client of potential costs, including potential settlements,
so that Client will have an opportunity to minimize costs related to such occurrence..
-5-
Universilyoj SouthAlabama
7.
HEALTH EXAMINATIONS:
ARAMARK shall cause all of its employees
assigned to duty on Client's premises to submit to periodic health examinations as
required .by law, and shall submit satisfactory evidence of compliance with all healthi
regulations to Client upon request. The cost of such examinations shall be a Direct Cost.
8.
ARAMARK,
as an authorized
agent of Client, shall[
purchase and pay for, as a Direct Cost, all food, supplies and services utilized in the
Campus Food Service Program. ARAMARK will credit local trade discounts to Client's,
account. Cash discounts.I or discounts not exclusively related to ARAMARK's operation at!
the Client's facilities shall not be credited to Client's account.
Client shall be billed for
!
purchases made hereunder.
I
In the event an affiliated company or division of ARAMARK furnishes
products or ancillary services necessary to the efficient operation of the Campus Food
Service Program, charges to Client for such products or ancillary services shall be
competitive with the cost of obtaining such products or services from an independent
source in the open market.
9.
Agreement,
INVENTORY OF FOOD AND SUPPLIES:
Client shall, if requested by ARAMARK,
At the termination
of this
purchase ARAMARK's usable!
inventory of all food and related supplies. The purchase price shall be determined bY!
ARAMARK's
10.
invoice cost.
LICENSES, PERMITS AND TAXES: ARAMARK shall obtain all federal,
state and local licenses and permits required for the Campus Food Service Program
including any and all licenses or permits required for the sale of alcoholic beverages at
Client's Brookley Center, Multipurpose Room in the University Center, and field house in
Stanky Field, and on Client's yacht, and shall be responsible for all sales, use, excise,
state and local business and income taxes attributable to the Campus Food Service
Program. The cost of licenses, permits and taxes, including an estimated amount for state
income taxes based on the operating unit's income, shall be charged as Direct Costs.
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!
PURCHASING:
-7-
University ofSouth Alabama
A.
related services.
Client and ARAMARK waive any and all right of recovery from each othe~i
I
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, boile1
explosion and sprinkler leakage. This waiver shall not apply to claims for personal inju~
or death.
12.
INDEMNIFICATION:
ARAMARK
agrees to indemnify
Client,
its agents andl I
employees, against all claims for loss, damage or injury arising solely out of the negligent
acts or omissions of ARAMARK, or that of its employees, in ARAMARK's performance of
this Agreement.
In addition, ARAMARK will indemnify Client against any claims, causes
of action, judgments, demands, and reasonable attorneys' fees arising out of the sale,
distribution,
or dispensing of alcoholic beverages by ARAMARK on Client's premises.
However, in no event shall ARAMARK's indemnification obligation hereunder extend to
any claim for loss, damage or injury arising, in whole or in part, out of the negligent acts or!
omissions
of Client, its employees, agents, Board of trustees, or other independen~
I
contractors.
13.
FINANCIAL TERMS:
Client Responsibilities:
provided
by Client under this Agreement
j
B.
Declining
All facilities,
equipment
and services to be:
i
shall be at Client's expense,
Balance Program:
Client's students, faculty and staff will
be permitted to deposit monies with ARAMARK to establish a Declining Balance Accoun1
to be used to make purchases at any ARAMARK operation on Client's campus. Unused
account balances remaining at the end of each quarter shall be carried forward to the
immediately
system.
succeeding quarter, until such time as Client changes to the semester
At that time, the term "quarter' when used herein will be replaced with the term
"semester',
Client's students will also be permitted to use their universit,yl
account, which is maintained by Client, to make purchases at any ARAMARK operation l
on Client's campus.
-9-
University ofSouthAlabama
any year
exceed ARAMARK's
ARAMARK
Entitlement
for such year,
plus
i
reimbursement to;
I
for deficits in its Entitlement from prior years, if any, then ARAMARK andi
Client shall share such excess as follows: Sixty Percent (60%) to Client and Forty Percen~
(40%) to ARAMARK.
14.
ACCOUNTING:
A.
Accounting
Period Billing: Within twenty (20) days after the end 0;
each Accounting Period, ARAMARK will submit to Client an invoice for the amounts due
ARAMARK pursuant to Paragraph 13 for such period.
I
B.
Commission
and Transaction
days after the end of each Accounting
Fee Payments:
Period, ARAMARK
Within twenty (20)
will pay to Client the
transaction fee due Client pursuant to Paragraph 13.8 and the commission due Client
pursuant
to Paragraph
commissions
payment
13.C. ARAMARK
shall prepare a statement
of sales and
for each Accounting Period and shall submit such statement with any
due to the following
addresses:
For the Main Campus:
For Brookley Center:
Auxiliary Enterprises
University of South Alabama
142 University Center
Mobile, Alabama 36688
USA Brookley Center
Mobile, Alabama 36688
C.
Billing
Adjustment:
ARAMARK
Accounting
Period
Operating
Statement
and
Notification
of
Within thirty (30) days after the end of each Accounting Period I
will submit to Client separate 9perating statements for such period for the
main campus and for the Brookley Center.. Any difference between the amount of the
invoice previously submitted for the Accounting Period (as referred to in Paragraph 14.A.)
and the amount shown on the operating statement as owing to ARAMARK for the
Accounting Period will be reflected in the subsequent Accounting Period billing.
D.
Annual Reconciliation:
Within thirty (30) days following the close 0 :
for the main campus and for the Brookley Center for the year and shall pay to Client the
amount, if any. owed to Client pursuant to Paragraph 13.E
-11University oJ South .41abama
i 1
E.
Payment
Terms:
All invoices submitted
by ARAMARKto
Client shall
be paid within fifteen (15) days of Client's receipt of the invoice.
In the event that ARAMARK
incurs
legal expense
in enforcing
its
right to receive timely payment of invoices, Client agrees to pay reasonable attorneY'$
fees and other costs.
15.
RENEGOTIATION:
The financial
terms
set forth
in this Agreement
and:
other obligations assumed by ARAMARK hereunder are based on conditions in existenc~ i
on the date ARAMARK commences operations, including by way of example, Client'~
student populatjon; labor, food and supply costs; and federal, state and local sales, use!
and excise taxes.
I
In addition, ARAMARK has relied on representations regarding!
I
existing and future conditions made by Client in connection with the negotiation andl
execution of this Agreement.
I
In the event of a significant change in the conditions or the
inaccuracy or breach of, or the failure to fulfill, any representations by Client, the parties
will work toward renegotiating the financial terms and other obligations, in accordance
with the laws of the State of Alabama, on a mutually agreeable basis to reflect such
change,
inaccuracy or breach; provided, however,
notwithstanding
the above and
foregoing, in the event that a mutual agreement cannot be reached or in the event state
law prohibits
such mutual agreement,
this Agreement
may be terminated under[
I
Paragraph 23.A or Paragraph 24.A by giving at least ninety (90) days' prior written notice. ;
I
16.
losses
FORCE MAJEURE: Neither party shall be responsible to the other for anyl
resulting
from the failure to perform
except for payments
any terms
diligence,
of the party whose performance
fire; flood; or any other act not within I
is interfered
with, and which,
such party is unable to prevent. Any such occurrence
"Force Majeure".
Service Program,
of this Agreement ,I
of monies owed, if the party's failure to perform is attributable to war .~
riot, or other disorder; strike or other work stoppage;
the control
or provisions
In the event of a Force Majeure which interferes
upon request, ARAMARK
by reasonable:
shall be referred to as C):
with the Campus Foal
shall take all reasonable
steps to continue tc>
provide service upon terms and conditions satisfactory to ARAMARK and Client.
-12University of South Alabama
A.
17.
ACCURATE BOOKS AND RECORDS: ARAMARK shall maintain accuratd
books and records in connection
with the Campus Food Service Program
and shall retai~
such records for a period of two (2) years following the year of performance.
18.
.:
CONFIDENTIAL INFORMATION AND PROPRIETARY MATERIALS:
J
personnel materials and information, including, but not limited to, technical manuals,
recipes, menus and meal plans, policy and procedure manuals and computer software
programs,
supplied
including
information,
subsidiary
those
software
programs
created
by Client
relative to or utilized in ARAMARK's
or affiliate" of ARAMARK,
business
shall be the property
based
on ARAMARK
or the business of any
of ARAMARK
and shall be
confidential. ARAMARK will be responsible for notifying Client of those specific materials!
and data considered to be confidential information.
Client shall keep such informatioH
confidential and shall so instruct its agents, employees, and independent
contractorsj
provided, however, that Client will not be responsible for maintaining confidentiality O
information
manner
as confidentia J
and materials that have not specifically been designated
information by ARAMARK.
shall
not affect
The use of such confidential information by Client in any!
ARAMARK's
ownership
or the
confidential
I
nature
I
of such!
information. Client shall not photocopy or otherwise duplicate any such materials without
the prior written consent of ARAMARK.
B.
Proprietary
Materials:
Client agrees that all computer software
programs, signage and marketing and promotional literature and material (collectively
referred to as "Proprietary Materials"),
used by ARAMARK
on Client's campus in
connection with the food services provided by ARAMARK under this Agreement, shall,
remain the property of ARAMARK notwithstanding the fact that Client may have received!
an Allocated Charge for the use of such Proprietary Materials in connection with the!
Campus
trademarks,
Food
Service
Program.
Upon
termination
service marks, and logos owned
of this Agreement,
by ARAMARK
all use
or licensed to ARAMARK
of 1
by
third parties shall be discontinued by Client, and Client shall immediately return to
ARAMARK all Proprietary Materials,
-13-
University of SouthAlabalna
!
1
19.
NOTICE: Notices required to be provided under this Agreement shall be in
writing and shall be deemed to have been duly given if mailed first class as follows:
To ARAMARK:
ARAMARK Educational Services, Inc.
ARAMARK Tower
1101 Market Street
Philadelphia, PA 19107
Attn: President
To Client:
University of South Alabama
Purchasing Department
362 Administration Building
Mobile, AL 36688
20.
ENTIRE AGREEMENT AND AMENDMENTS:
This Agreement, together
with the Request for Proposal, represents the entire agreement between the parties and
supersedes any and all prior agreements. All prior negotiations have been merged into
this Agreement, and there are no understandings, representations, or agreements, oral or
written, express or implied other than those set forth herein and/or in the Request for,
Proposal.
In the event of a conflict between this Agreement and the Request for'
Proposal,
this Agreement
shall prevail. Obligations
of the parties set forth in this
Agreement arising out of events occurring during the life of this Agreement shall survive!
the termination of this Agreement.
1.
The terms of this Agreement may not be changed, modified or amended
except by a writing signed by both parties.
1
remedy
21.
WAIVER:
available
under
The failure
of ARAMARK
this Agreement
or Client
to exercise
upon the other party's
breach
any right
or
of the terms,
representations, covenants or conditions of this Agreement or the failure to demand th~
prompt performance
of any obligation
underthis
Agreement
shall not be deemed a waiver
of (i) such right or remedy; (ii) the requirement of punctual performance; or (iii) any right oil
-14-
Ulliversily of South Alabama
as
remedy in connection with subsequent breach or default on the part of the other party.Iff:1
22.
TERM:
The initial term of this Agreement shall be for one (1) year
!
commencing on the effective date hereof. Following the initial one-year term, the term of!
this Agreement will automatically renew for up to four (4) successive one-year periods
and, thereafter, the term of this Agreement may be extended for up to two (2) terms of
one (1) year each,
mutually agreed upon I.
Notwithstanding
the foregoing, this
Agreement shall at all times be subject to termination pursuant to Paragraphs 23 and 24
hereof.
23.
TERMINATION BY ARAMARK:
A.
Without Cause:
ARAMARK may terminate this Agreement without:
I
cause by giving Client at least one hundred twenty (120) days' prior written notice.
B.
With
Cause:
In the
event
ARAMARK
determines
that
Client
i
is in
I
default of any of its obligations hereunder, ARAMARK shall provide Client with written
notice of such default.
In the event Client fails to cure the alleged default within twenty!
I
I
(20) calendar days after receiving ARAMARK's notice, ARAMARK shall have the right tol
terminate this Agreement by giving Client sixty (60) days' written notice of its intention to
terminate the Agreement as of the date specified.
24.
TERMINATION BY CLIENT:
A.
Without Cause:
Client may terminate this Agreement without cause
by giving ARAMARK at least ninety (90) days' prior written notice.
B.
default
With Cause:
of any of its obligations
notice
of such default.
twenty
(20) calendar
terminate
intention
f
In the event Client determines that ARAMARK is in
hereunder,
In the event ARAMARK
days after receiving
this Agreement
by giving
to terminate the Agreement
IN WITNESS
Client shall provide ARAMARK
WHEREOF,
Client's
ARAMARK
fails to cure the alleged
notice,
with written,
default within!
Client shall have the right tol
sixty (60) days'
written
notice of its
as of the date specified.
the parties hereto have caused this Agreement
-15University of So/lth Alabama
1
to bel
signed by their duly authorized
representatives
the day and year first above written,
UNIVERSITY
OF SOUTH ALABAMA
("Client");
-{ A e-.m:
-J~
~--~.I
,
/"
By:
Title:
I
.(
JUf~0 5 1997
P
(""
'1,'
\I, 'J -'I;;
....,.;, "."
i (~;
rv I~L"~""' 0' '"'i~n
n!ng
'
'
r,ai;...
,
Contract Officer
ARAMARK EDUCATIONAL SERVICES,
INC. ("ARAMARK') --
Comp#
CS# 16767
DoC# 78523.03
-16-
University of South Alabama
I
To:
T. G. Emmons, III
From:
John
Packer
~
Subject:
InsuranceCoverage
Date:
June 4, 1997
The following letter is in responseto the University of South Alabama's request for additional
insurance coverage. As we have discussedARAMARK standardshave beenused through out
Article 11 of the contract. These currently acceptablelevels of coverage are to deal specifically
with the listed areas in Article 11 and to maximize coverage at $2,000,000/4,000,000 respectfully.
As per your request, ARAMARK will update any or all of the coverage that is applicableto the
University of South Alabama ifARAM ARK standardlevels of coveragewere to increase.
Please let me know that this letter will suffice as an attachmentto the signed contract in regards
to any and all issuesto be resolved with insurancecoverage.
cc:
RussellMellette