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HomeMy WebLinkAboutContract 62747CSC No. 62747 FORTWORTH. "11% NON-EXCLUSIVE VENDOR SERVICES AGREEMENT This NON-EXCLUSIVE VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and COMPASS GROUP USA, INC. D/B/A CANTEEN VENDING ("Vendor"), a Virginia Corporation, acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." 1. Scone of SPrvjees. At the City's direction, the Vendor will install, operate, maintain, stock and service snack, beverage, and cold food vending machines for the City of Fort Worth at the City locations specified in Exhibit "B" — Service Locations (the "Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. The initial term of this Agreement is for one (1) year, beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). Upon expiration of the Initial Term, the Agreement will renew automatically under the same terms and conditions for up to four (4) one-year renewal periods, unless terminated earlier in accordance with this Agreement. 3. Consideration and Pavment. 3.1 Vendor will pay the City a 22.4% commission of net receipts generated by the vending machines. Net receipts will be defined as the total amount of money received or to be received by the Vendor or by any agent, employee, subcontractor or franchisor of Vendor from all sales, whether cash or credit, whether collected or uncollected, made as a result of the service rights being granted under this Agreement after the costs of good and taxes. 3.2 Payments will be paid to the City monthly on or before the fifteenth (15ffi) day of the month following the end of the applicable month in which commission is being paid, except that the last payment to be made will be paid on the effective date of the termination or expiration of the Agreement. 3.3 All payments due to the City will be due and payable without demand by check at the office of the Director of the Property Management Department at: 100 Fort Worth Trail, Fort Worth Texas 76102, Attention: Contract Compliance; or such other place in Fort Worth, Texas as the Director of the Property Management Department or his or her designee ("Director") may hereafter notify the Vendor in writing with reasonable advance notice, and shall be made in legal tender of the United States. 3.4 All payments will be accompanied with monthly statements reflecting gross OFFICIAL RECORD Compass Group USA, Inc. d/b/a Canteen Vending CITY SECRETARY Vendor Services Agreement Page 1 of 26 FT. WORTH, TX receipts from each of the vending machines. For purposes of this agreement, "gross receipts" means and includes the total amount of money received or to be received by Vendor or by any agent, employee, or subcontractor of Vendor from all sales, whether for cash or credit, whether collected or uncollected, made as a result of the rights granted under this Agreement. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with thirty (30) days' written notice of termination. 4.2 Non-annronriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Oblisations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 2 of 26 City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Indenendent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondent superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPRESNTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 3 of 26 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non - infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and documentation with equally suitable, compatible, and functionally equivalent non -infringing software and documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. ALvjunment and Subcontracting. 9.1 Assienment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 4 of 26 10. insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): ❑ Applicable ® N/A $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 5 of 26 (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the City in accordance with the notice provision of this Agreement. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Comnliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives; or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Compass Group USA, Inc. d/b/a Canteen Vending Shawn Grider, President 2400 Yorkmont Road Charlotte, NC 28217 Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 6 of 26 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of EmIllovees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. �►verning Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Hain s not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 7 of 26 reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits A, B, C, and D. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counternarts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty If ergicPc. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. jUMIlgration Nationalitv Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownershin of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. Signature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 8 of 26 amendment hereto. 28. Change in Comnanv Name or nwnershin. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Boveott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Boveotting Ener¢v Comnanies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 9 of 26 between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 10 of 26 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. City: Dana Burandoff ByDana Burghdoff (Feb 47�02518:53 CST) Name: Dana Burghdoff Title: Assistant City Manager Date: Vendor: By:_ Name: 4 awn Grider Title: President Date: 1 /29/2025 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: . Name: Marilyn Marvin Title: Property Management Director Approved as to Form and Legality: By: Name: Matthew A Murray Title: Assistant City Attorney Contract Authorization: M&C: N/A Form 1295: N/A Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 15e;�r;�e-C,a�cuL By: Denise Garcia (Jan 31, 202514:55 CST) Name: Denise Garcia Title: Purchasing Manager City Secretary: p FORr°�� Foe000 ae 46 �o 0 ova �=a daQn nEXo 44gd By: Name: Jannette Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 11 of 26 EXHIBIT A SCOPE OF SERVICES The City is committed in supporting the health of its staff by providing an environment that supports nutritious eating. Vendor will, on a non-exclusive basis and without cost to the City, install, maintain, operate, stock, and service snack and beverage vending machines at each of the City locations specified in Exhibit `B" — Service Locations. The Vendor will work collaboratively with the City's wellness program to support workplace wellness goals. 1. PRODUCTS AND STOCKING 1.1. Products offered will include a variety of beverages, snack food items and vended entrees. 1.2. 75% of snack and beverage options must meet the following nutrition guidelines: 1.2.1. Snack Products: 1.2.1.1. Nut and seed snacks must be no more than 1.5 ounces and have no more than 230 milligrams of sodium per package. 1.2.1.2. No snack food should contain trans -fat. 1.2.1.3. All snack foods must contain 230 milligrams or less of sodium per package. 1.2.1.4. At least seventy five percent (75%) of all snack foods offered will meet the following criteria (these criteria do not apply to uncoated seeds or nuts): 1.2.1.4.1. Contain 200 or fewer calories per package; 1.2.1.4.2. Have no more than 35% of calories from fat; 1.2.1.4.3. Have no more than 10% of calories from saturated fat, except for snacks containing 100% nuts or seeds with no added fats or sugars; 1.2.1.4.4. Contain 10 grams or fewer of sugar per package 1.2.1.4.5. Have no more than 35% of calories from sugar, except for fruit vegetables, and yogurt, which may contain up to 30 grams per 8 ounces 1.2.2. Beverages: 1.2.2.1. At least 50% must be water without caloric sweeteners, milk, 100 percent fruit or vegetable juice, or juiced combined with water; 1.2.2.2. Milk may only be 2%, 1%, nonfat, or a milk alternative; 1.2.2.3. Vegetable juice may contain no more than 230 milligrams of sodium per container; 1.2.2.4. There are no restrictions on other beverages. 1.2.3. Vended Entrees will include, but are not limited to: warm and cold cereals; prepared salads, sandwiches, (on bread, or wraps, burritos, pitas, etc.), canned soups and stews; and items such as dinner -style entrees combining meats, vegetables, starches, fruits, grains, etc. 100% of entree -type foods (e.g., sandwich, pizza, and burger) must meet all of the following criteria: 1.2.3.1. No more than 400 calories per item as offered (per package) 1.2.3.2. No more than 35% calories from fat (which would be no more than 15 grams of fat for a 400-calorie item, for example) Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 12 of 26 1.2.3.3. No more than 10% calories from saturated fat (which would be no more than 4 grams saturated fat for a 400-calorie entr6e-type item, for example); 1.2.3.4. Have 0 grams trans fat 1.2.3.5. No more than 35% of calories from total sugars 1.2.3.6. Maximum of no more than 15 grams of total sugars in the item 1.2.3.7. No more than 480 mg of sodium per item as offered 1.2.3.8. Each food item must contain at least two of the following: 1.2.3.8.1. A quarter cup of fruit, non -fried vegetable, fat-free/low-fat dairy, or; 1.2.3.8.2. One (1) ounce of nuts or seeds or one (1) Tbsp. of nut butter, or; 1.2.3.8.3. At least 50% of the grain ingredients are whole grain (determined by the product having whole grain as the first ingredient, from the manufacturer, or if the product has a whole grain claim), or; 1.2.3.8.4. At least 10% of the Daily Value as defined by the U.S. Food and Drug Administration (FDA) of a naturally occurring nutrient of public health concern (calcium, potassium, vitamin D, or fiber). 1.3. Vendor will ensure that no out of date products remain in machines. Expiration dates must be on each of the products offered for sale in the vending machine and should clearly show the month and the year of expiration. Vendor will be responsible for the disposal of expired products. 1.4. Vendor will regularly stock and maintain, no less than every five (5) business days, machines with snack and beverages, prepared and dispensed in accordance with all sanitation and health standards by the applicable authorities including the Tarrant County Public Health. 1.5. The City will be placed on a scheduled route to be provided to the City for approval upon the Effective Date of this Agreement. 1.6. The City may request the Vendor to change the frequency of deliveries depending on vending usage. Restocking and collection of monies on all machines will be done between the hours of 8:00 a.m. and 5:00 p.m. Monday through Friday excluding City observed holidays listed below: 1.6.1. New Year's Day 1.6.2. Martin Luther King Jr. Day 1.6.3. Memorial Day 1.6.4. Juneteenth 1.6.5. Independence Day 1.6.6. Labor Day 1.6.7. Thanksgiving Day 1.6.8. Day after Thanksgiving 1.6.9. Christmas Day 1.7. All food and beverage products must be delivered and placed in machines in their original wrappers or in a sanitized bulk dispenser that fits on the machine as a unit. 1.8. The City reserves the right to request additional products that meet nutritional guidelines created by the City during the term of this Agreement. Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 13 of 26 1.9. Vendor will provide nutrition facts/nutrition labels to the Contract Administrator prior to stocking new products. 10. Vendor will provide high quality products that are not damaged, out of date or recalled. In the event a product is recalled, Vendor will notify the Contract Administrator immediately. No products may be listed on the United States Department of Agriculture, "Current Recall and Alerts" (http://www.fsis.usda.gov/wps/portal/fsis/topics/recalls-and-public-health- alerts/current-recalls-and-alerts) or U.S. Food and Drug Administration, "Recalls, Market Withdrawals, & Safety Alerts" (http://www.fda.gov/Safety/Recalls/default.htm) websites. Recalled products must be pulled from machines within two (2) business days of recall. 1.11. Vendor will provide a clear warning message for any product that contains peanuts on each snack machine that contains milk, egg, peanut, tree nut, fish, shellfish, wheat, and/or soy. 2. MERCHANDISING /PLANOGRAMS- 2.1. Promotional or marketing signage on vending will be for healthy vending options only as determined by the City's Wellness Coordinator. 2.2. Vending options that meet the healthy vending guidelines will be optimally merchandised at eye level and/or grouped together. 3. EOUIPMENT. PLACEMENT. AND INSTALLATION 3.1. Vendor will provide equipment that is modern and of the latest machine technology, which will accept cash, coin, debit, credit as well as ApplePay and Google Wallet cashless payment options. 3.2. All machines will make change and maintain adequate escrow. 3.3. All machines will be equipped with internal counters/meters to validate unit sales. 3.4. Vendor will provide new snack machines at each location. All drink equipment will be three years old or newer. 3.5. All equipment will be Energy star -rated for efficiency. Both snack and beverage machines will require a 110v outlet and both should be plugged into one 20-amp dedicated circuit. 3.6. All equipment must operate with minimal noise to not disturb City employees and operations. 3.7. All equipment will have unit sales counting capabilities. 3.8. All equipment will be aesthetically acceptable to the City to be determined by City designee prior to installation. 3.9. All selection buttons on the machines will clearly display the product, package size, and price for each item. 3.10. Equipment supplied will be the type approved or recognized by the National Sanitation Foundation, the National Automatic Merchandising Association or a recognized State or local health department or testing laboratory. Such equipment will be inspected and approved by the City at time of installation. 3.11. Equipment will have electronic timers or occupancy sensors and controllers that allow each specific location to set the time of operation which will shut off lighting in the machine and cycle the compressor to maintain product temperature. 3.12. Equipment will be the property of the Vendor. Vendor will be responsible for furnishing, installing, moving, maintaining, servicing, repairing and/or replacement the vending machines at no charge to the City, unless otherwise agreed upon by the City. Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 14 of 26 3.13. Machines should be installed so as not to be obtrusive, cause any seepage or debris build-up underneath. Vending machines will not obstruct the flow of foot traffic or interfere with emergency exits or access areas. Vending machines must be securely fastened to the wall, floor or other structure, or otherwise secured in such a way as to prevent them from being rocked, bounced or tipped. 3.14. The City reserves the right to require machines be relocated to a different space within the same facility. 3.15. Vendor will assume all responsibility for damages caused by neglect, vandalism, or any other cause. Vendor will be responsible for the security of the machines. No keys will be kept at the buildings. 3.16. Machines will be maintained and in proper working order at all times. The Vendor will maintain the cleanliness of all vending machines. It is the responsibility of the Vendor to clean the inside and the outside of all vending machines during each service visit. 3.17. Upon expiration or termination of this Agreement, the Vendor must remove all machines within ten (10) business days of notification from the Contract Administrator. 3.18. All food vending machines must comply with all Federal, State, County and City Codes. Vendor will pay all sales tax and other taxes to be paid and license fees necessary for the vending machine installation. 3.19. Vendor will be responsible for all damages to people and/or property arising out of the Vendor's equipment or Vendor's employees' negligent acts or omissions. Any such damage must be reported immediately to the City. 3.20. Modifications to building structure, electrical systems, plumbing, and any other part of the physical City building must be authorized, reviewed and approved by the City. 3.21. Vendor will add additional vending machines of any type listed and/or types not listed should the City deem it necessary or desirable during the life of this Contract. The City will give Vendor adequate notice of such new locations or other type machines in order that additional machines might be secured. The City makes no warranty regarding the number of additional locations, which may be authorized under this Agreement. 3.22. Vendor agrees to change machine locations upon consultation with the building administrator and agreement between the vendor and administrator as to the advisability of such changes. 3.23. The City reserves the right to discontinue locations in the best interest of the City. The City will be the sole judge in such cases. 4. SERVICE LOCATIONS 4.1. Refer to Exhibit `B" —Service Locations for the requested service locations, including addresses, the number of existing machines, access type (public, employee, or both), and the number of employees at each location. 4.2. The City is currently undergoing a period of transition, which may result in some of the buildings listed becoming vacant. The City reserves the right to modify the list of vending machines at each location at any given time, including adding or removing locations based on the evolving needs and occupancy status of the buildings. Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 15 of 26 5. SERVICE AND REPAIRS 5.1. Vendor will provide all service for the machines, at no cost to the City, including, but not limited to, filling, repairing, cleaning, removal of money, counting of money, and returning the commission check to the office of the Director of the Property Management Department. 5.2. Vendor will be required to furnish all machines, labor, parts, etc., to maintain the vending machines in first-class operating condition at their expense. 5.3. The machines will be kept clean, repaired, and neat in appearance at all times. Vendor will maintain a program of regular preventative maintenance and replacement of worn, damaged, or malfunctioning machines. Vendor will make a reasonable attempt to fix a machine within (2) two working days of receiving notification of the problem. The City may require that Vendor replace machines that cannot be returned to service within five (5) working days of the service call. The replacement machines will be the same year, type and model or better than the machines replaced. 5.4. Machines that malfunction three or more times within a thirty (30)-day period must be replaced with the same year, type and model or better machine at no additional expense to the City. 5.5. At a minimum, service/repair calls must be addressed within two (2) business days and repair or replacement of non-functional machines must be addressed within two (2) days of notification. Vendor will service the machine as many times as necessary to keep the vending machines properly supplied and in good working order. 5.6. The names and telephone numbers of service personnel will be affixed to each machine located in a visible place. 5.7. The City reserves the right to terminate this Agreement if the Vendor does not respond to service calls for inoperative machines, and machines are not maintained and kept in working order, and malfunctioning machines are not replaced or repaired in accordance with proposed response times as referenced in section 5.3. 5.8. Preventive maintenance on all machines will be done between the hours of 8:00 a.m. and 5:00 p.m. Monday through Friday (excluding City holidays). 5.9. Vendor will protect City property during the servicing of machines. 5.10. The City reserves the right to require an inventory of merchandise upon the operator's entering and leaving the City's various buildings or at any time the City feels the need for such an inventory. 5.11. During the term of this Agreement, all Vendor's vehicles will be clearly marked with the Vendor's logo and brand. Route personnel will be outfitted in a Vendor uniform shirt that identifies the Vendor and the employees by name. 5.12. Vendor will be responsible for performing criminal history record checks in accordance with federal, state and local requirements, City mandates, and best practices on all personnel assigned to work under this Agreement. All Vendor's employees are required to pass a five -panel drug test, county background check, inclusive of social security, courts -county criminals. In addition, any Vendor's employee that is required to drive a motor vehicle for work must be given and required to pass the Department of Transportation Motor Vehicle check. Vendor will provide proof of compliance with this requirement with each renewal or upon demand. 5.13. Subject to the City's sole discretion, Vendor will have the right to enter upon public City premises at all reasonable times when such public facilities are normally open, for the purpose of servicing and inspecting said machines and for removal of such machines upon the termination of this Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 16 of 26 Agreement. Vendor agrees that it will comply with any necessary security protocols (including, but not limited to, sign -in sheets or escorts), at City premises that are not open to the public. 5.14. Vendor's employees are expected to conduct themselves in a courteous, safe, and responsible manner. This includes refraining from any behavior or actions while on City property that may be deemed offensive or unsafe by the City of Fort Worth and complying with all related policies and procedures. 5.15. Vendor will be the prime Vendor for all services. There will be no subcontracting of any portion of the contracted services. 6. METER READINGS 6.1. All vending machines must have a counter/meter. Monthly meter readings will be sent to the City's Contract Administrator reflecting the machines ID number, starting and ending meter readings on each machine and the dates the meters were read. Readings will specify total sales and the City's percent of commission for each machine. The readings will be due within 15 days of meter reading. 6.2. Commissions will be paid to The City of Fort Worth by the 15th of the month following meter - readings. 6.3. All payments due to the City will be due and payable without demand by check at the office of the Property Management Department Director at: 100 Fort Worth Trail Fort Worth, Texas 76102, Attention: Contract Compliance; or at such other place in Fort Worth, Texas as the Director of the Property Management Department or his/her designee ("Director") may hereafter notify Vendor in writing with reasonable advance notice, and will be made in legal tender of the United States. 6.4. All payments will be accompanied with monthly statements reflecting gross receipts from each of the vending machines. For purposes of this agreement, "gross receipts" means and included the total amount of money received or to be received by the Vendor or by any agent, employee, or subcontractor of Vendor from all sales, whether for cash or credit, whether collected or uncollected, made as a result of the rights granted under this Agreement. 6.5. Product prices may be adjusted by Vendor annually at a rate not greater than the current national Consumer Price Index. Additional price adjustments may be approved by the City if the Vendor experiences an unplanned or unanticipated change, upward or downward, from the established contract price that is supported by a demonstrated Price Adjustment Justification. 6.5.1. A request for Price Adjustment must be initiated by the Vendor. 6.5.2. Price Adjustment Justification is documentation supporting a requested Price Adjustment and showing an objectively verifiable basis for a change in price due to the documented impact of economic conditions on the products offered at the vending machines. 6.5.3. It is within the sole discretion of the City to determine whether an adjustment is necessary and/or acceptable. 7. PICO COOLER VENDING MACHINE 7.1. Shortfall — During the term of this Agreement, City will guarantee monthly sales of One -Thousand Four -Hundred and 00/100 Dollars ($1400.00) for each location with a Pico Cooler vending machine. At the end of each month, actual sales of all vending machines at that location will be compared to the City's guaranteed monthly sales amount and any shortfall will be paid by the City. Notwithstanding the foregoing, in no event shall the City be required to pay any shortfall in excess of Two -Thousand Nine -Hundred Ninety -Nine and 00/100 Dollars ($2,999.00) per year. Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 17 of 26 7.2. Shrinkage — In the event that product theft or product loss due to food security, safety, or other issues directly attributable to the City at the location of the Pico Cooler vending machine exceeds 3% in any given month during the term of this Agreement, the Vendor will invoice the City for the cost of any such shrinkage amount in excess of 3%. Notwithstanding the foregoing, in no event shall the City be required to pay any shrinkage in excess of Two -Thousand Nine -Hundred Ninety - Nine and 00/100 Dollars ($2,999.00) per year. 7.3. The Vendor will not be required to pay commissions to the City on the sale of fresh food products from Pico Cooler vending machines. 8. REFUNDS 8.1. Vendor will have a written refund policy including a timeline for refunds to be issued. Each vending machine will have contact information for refund on damaged goods or when customers do not receive product for their money due to a malfunction of the machine. 8.2. Vendor will utilize "eChecks" for customer vending refunds. "eChecks" are electronically initiated/signed checks that can be emailed directly to the intended recipient, and printed locally for deposit purposes, just like any other check. eChecks capability will be provided by the Vendor by Deluxe, who is a vendor that offers this newer eCheck technology as an Accounts Payable solution for many large organizations. In an effort to improve the customers refund experience, increase field office labor efficiency, and decrease postage and office supply costs, Vendor is moving forward with a full vending rollout of eChecks as solution for customer refunds. 9. VENDOR PERFf1RMANCE 9.1. The City and Vendor will meet, on an annual basis or as -needed, to review sales and modify product selection if necessary. A City representative will immediately notify the Vendor of any service deficiencies including, but not limited to: 9.1.1. Failure to respond to service calls in a timely manner (within two (2) business days); 9.1.2. Machines are not maintained or kept in working order; 9.1.3. Malfunctioning machines are not repaired or replaced within two (2) weeks; 9.1.4. Expired food is not removed or products are not being rotated; 9.2. The Vendor's escalation matrix will be utilized for any identified deficiencies. If repeated deficiencies occur over a period of thirty (30) days, the City will give a written cure notice to the Vendor stating the deficiencies. Unless deficiencies are corrected within thirty (30) days, after the date Vendor is notified by City of such deficiencies, the City reserves the right to terminate the Agreement immediately. 9.3. Vendor will assign an Account Manager to the City's account who is able to maintain open and timely communication with City staff at all times, who can be reached during normal business hours and who will be responsible for passing special instructions on to workers in the event of an employee or facility emergency. 9.4. The Account Manager will be solely responsible and accountable for the quality of work, providing supervision and addressing disciplinary issues that may arise in connection with its workers. The Account Manager must be directly reachable by telephone or email. An answering service or answering machine is not acceptable. The escalation matrix will be used in the event the Account Manager is not available or is unable to resolve an issue to the City's satisfaction. If changes are made, a revised matrix must be submitted to the City's Contract Administrator with the most current contact information. Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 18 of 26 10. TRANSITION AND INSTALLATION SCHEDULE 10.1. Upon the Effective Date of the Agreement, the City and Vendor agree to the following schedule: 10.2. At least four (4) weeks prior to the service start date, a kick-off meeting will be held at Property Management Department, 100 Fort Worth Trail Fort Worth, Texas 76102. The meeting topics may include, but are not limited to: Vendor on-boarding/implementation plan, placement of vending machines, the terms and conditions this Agreement, and access requirements to City facilities. 10.3. Prior to the installation of machines, the Vendor and a representative from the City will conduct a walkthrough of each facility to allow the Vendor to measure available space for machines to ensure the proper equipment is ordered and eliminate issues on installation day. Vendor will make recommendations of the amount of equipment needed based on their understanding of the ratio of total population versus the amount of equipment need. 10.4. Installation of all vending machines will be completed within thirty (30) to forty-five (45) calendar days. 10.5. Vendor will work with the City to develop a plan of transition by location to ensure that there is a cohesive schedule created for all parties — including the exit of the current vendor. 10.6. Future vending machines, if deemed necessary by the City, will be installed under normal service provisions as mutually agreed upon between the City and Vendor and will be subject to the terms of this Agreement. Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 19 of 26 1 City Hall 2 Public Safety Building 3 Annex Building 4 Zipper Building 5 Gordon Swift Building 6 James Ave. Facilities/TPW 7 Public Safety Training Center (PSTC) Police Training 8 Public Safety Training Center (PSTC) Fire Training 9 Public Safety Training Center (PSTC) Administration 10 Animal Control 11 Hazel Harvey Peace Center EXHIBIT B SERVICE LOCATIONS, 200 Texas St. 1000 Throckmorton St. 908 Monroe St. 275 W 13th St. 900 Monroe St. 5001 James Ave. 511 W. Felix St. 509 W. Felix St. 505 W. Felix St. 4900 Martin St. 818 Missouri Ave. 12 FW - Business Assistance Center 1150 South Freeway 13 Southside Service Center- Fleet 4100 Columbus Trail 14 Water Service Center - Fleet 2222 W. Daggett Ave. 2 Public and Employee only 2 Public 2 Employee only 2 Employee only 2 Public 2 Employee only 4 Employee only 4 Employee only 4 Employee only 2 Public 2 Employee only 1 Employee only 2 Employee only 2 Employee only Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 20 of 26 15 James Ave. Service Center -Fleet 5021 James Ave. 2 Employee only 16 North Service Center - Fleet 317 Hillshire Dr. 2 Employee only 17 North Service Center - 309 Hillshire Dr. 2 Employee Administration Building only 18 Tactical Operations Facility 3900 Barnett St. 2 Employee only 19 Police Department 3532 Joyce Dr. 2 Employee only 20 Southeast Compound 5000 Martin Luther 3 Employee King Freeway only 21 Meacham Airport 4201 N. Main St. 2 Public 22 Charles Haws Athletic Center 600 Congress St. 2 Public 23 Parks Department - North 1700 Brennan Ave. 1 Employee District Operations only 24 Parks Department - East District 2300 Avenue H 2 Employee Operations only 25 Parks Department - 4200 South 2 Employee Administration Offices Freeway, Suite only 2200 26 Andrew Doc Sessions Community 201 S Sylvania Ave. 2 Public Center 27 Chisholm Trail Community 4936 McPherson 2 Public Center Blvd. 28 Como Community Center 4900 Horne St. 2 Public 29 Diamond Hill Community Center 1701 NE 36th St. 1 Public 30 Eugene McCray Community 4932 Willbarger St. 2 Public Center Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 21 of 26 31 Fire Station Community Center 1601 Lipscomb 1 Public 32 Greenbriar Community Center 5200 Hemphill St. 2 Public 33 Handley Meadowbrook 6201 Beaty 2 Public 34 Highland Hills Community Center 1600 Glasgow Rd. 2 Public 35 Hillside Community Center 1201 E. Maddox 2 Public 36 Martin Luther King Community 5565 Truman Dr. 2 Public Center 37 North Tri-Ethnic Community 2950 Roosevelt 2 Public Center Ave. 38 Northside Community Center 1100 NW 18th St. 2 Public 39 R.D. Evans Community Center 3242 Lackland Rd. 2 Public 40 Riverside Community Center 3700 E. Belknap 2 Public 41 Southside Community Center 959 E Rosedale St. 2 Public 42 Southwest Community Center 6300 Welch Ave. 2 Public 43 Sycamore Community Center 2525 E. Rosedale 1 Public 44 Thomas Place Community Center 4237 Lafayette 2 Public Ave. 45 Victory Forest Community 3427 Hemphill 2 Public Center 46 Worth Heights Community 3551 New York 2 Public Center Ave. 47 South Holly Water Field 1608 11th Ave. 4 Operations (Sewer & Water Bldg) 76102 48 Police North Sixth Patrol Division 8755 North 2 Employee Riverside Drive Only 49 Fort Worth Police / Northwest 4651 N. Main St. 2 Public Patrol Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 22 of 26 50 North Animal Shelter 51 Fire and Police 911 Communications 355 Hillshire Dr. 3000 Bolt 2 Public 2 & 1 Pico Employee cooler Only Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 23 of 26 EXHIBIT C, PRiCF. SCHFDiTi.F, COMMISSION Vendor will pay the City a 22.4% commission on all snack and vending machine sales. Commissions shall be paid monthly on or before the fifteenth (15th) day of the month following the end of the applicable month in which commission is being paid. All payments due to the City shall be due and payable without demand by check at the office of the Property Management Director at: 100 Fort Worth Trail, Fort Worth Texas 76102, Attention: Contract Compliance; or such other place in Fort Worth, Texas as the Director of the Property Management Department or his/ her designee ("Director") may hereafter notify Vendor in writing with reasonable advance notice, and shall be made legal in tender of the United States. All payments shall be accompanied with monthly statement reflecting gross receipts from each of the vending machines. For purposes of this agreement, "gross receipts" means and includes the total amount of money received or to be received by the Vendor or by any agent, employee, or subcontractor of the Vendor from all sales, whether for cash or credit, whether collected or uncollected, made as a result of the rights granted under this Agreement. ITEMS AND PRICING Product prices may be adjusted by the Vendor annually at a rate not greater than the current national Consumer Price Index. Additional price adjustments may be approved by the City of the Vendor experiences an unplanned or unanticipated change, upward or downward, from the established contract price that is supported by a demonstrated Price Adjustment Justification. A general description of the items and prices is included below. In accordance with the terms of this Agreement, the Vendor may, from time to time, replace the products provided by the vending machines. Individual items and pricing: SNACK AND BEVERAGE PRICE SCHEDULE Product Descriptions Price Water 2.25$ Enhanced Water 3.00$ 20oz CSD 2.50$ Energy Drinks 3.50$ Isotonics (e.g. Gatorade) 3.00$ Tea 3.00$ LSS salty Snacks $1.75 - $2.00 Candy 2.25$ Pastry 2.50$ Energy/Healthy Bars $2.75 - $3.25 Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 24 of 26 COLD FOOD PRICE SCHEDULE Product Description Price Sandwiches/Wraps $2.98 - $6.99 Salads $5.99 - $7.99 Ready -to -Eat Meals $5.99 - $8.99 Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 25 of 26 EXHIBIT D VENDOR'S RESPONSE TO CITY OF FORT WORTH RFP NO 24-0296 fbatres follow) Compass Group USA, Inc. d/b/a Canteen Vending Vendor Services Agreement Page 26 of 26 (;or- n BringingBreak Time to Everyone A Customized Vending Proposal Prepared for City of Fort Worth I� It i f i �► F � 4 y Ill • i • �f r October 23, 2024 City of Fort Worth 200 Texas St. Fort Worth, TX 76102 Everything around us is changing, no matter the environment. As on -site snack and beverage options evolve, it's necessary to keep innovating. Our customized vending services do just that, offering an amazing variety of high -quality, delicious choices. We keep guests energized by not only giving them a quick snack, but by providing fuel to keep them going. From great coffee to kickstart the morning to customized snacks for all -day grazing, we make it easy for people to keep moving forward. Tailored localization. Your location is unique and your offerings should be, too. We'll work with you to create a customized vending program that highlights exceptional service, market trends and your one -of -a -kind needs. Big business footprint, small business mindset. We're adamant about maintaining authenticity and product integrity, whether we're servicing one account or 100. Our team focuses on meaningful ways to improve the guest experience, from product sourcing to delivery and maintenance to merchandising. Our locally run operations are backed by the support and resources of a global organization, giving us the opportunity to excel in daily operations while driving innovation, technology and efficiency in cost. As the nation's oldest and largest vending company, we know how to get it done. Always innovative. We're passionate about innovation that elevates the choices guests are excited about. We know speed, convenience and flexibility are qualities that matter to you, driving us to search for the latest in technology, wellness offerings and trend -forward products. We appreciate the opportunity to transform the vending experience at City of Fort Worth. We're excited to share our variety of options and setup possibilities with you. Together, we will make your vending program the industry standard for innovation and customer experience. We look forward to partnering with City of Fort Worth. Sincerely, Ricky Coon • District Manager • Canteen Contents RFP Requirements 5 Our Story > 11 Safety 21 Technology 29 Innovation � 35 Markets > 43 Vending > 53 Strategic Pillars > 59 Licenses 73 This proposal, designed specifically for City of Fort Worth, is confidential and proprietary to Compass Group USA Inc. (Compass). Any unauthorized dissemination to others outside your organization would irreparably harm Compass and entitle Compass to judicial equitable relief, including injunction and specific performance. This proposal is valid for 30 days after its presentation and/or delivery to you. 1• . i • f a a-! W A N r--.. a- 5 . �V�ww lop 4l� 2 iI� Ill CEL51 : .CELSI�E f481 tj F f S. i' 1: / � r IN193 _ rfrJ - 105 NIM1 •-- JIIITi a,+ - € s ios _Q 4 vr• f] EAT 1 — M, t lee, 194 1f RFP Requirements 61 Evaluation Criteria J L Approach to Perform Services Our innovative solutions, product variety, customized packages �. and unmatched service have solidified our position as the leader in vending services since the start of the industry. Consistency and reliability are the foundation of our service - keeping our machines stocked, clean and running smoothly every day. Our network of corporate and franchise teams ensures we provide the same outstanding service throughout the country. Our Connect & Pay® app, available for Apple and Android devices, makes shopping quick and easy. Once downloaded, I- guests log in, create an account and load funds or designate a card for use to pay as you go. We specialize in unattended retail, designing solutions that provide intuitive and simple shopping while ensuring customers always have access to their favorite products. We use data analytics to keep top sellers readily available and rotate slow movers out for new and trending items, delivering the best possible experience through the world's smallest retail store. j ii. Ability to meet the City's needs With over 370,000 connected vending machines in operation and extensive experience across 125 branches nationwide, Canteen is well-equipped to provide exceptional service to Fort - Worth. .. r' iii. Qualifications and Experience Thriving at Unmatched Scale NEWSWEEK AMERICA'S GREATEST WORKPLACES for Diversity and Women 2024 0 000 0 0 000 0 0 000 0 0 000 0 0 000 0 131000 employees W WWW W huh W WWW W W WWW W fifful RFP REQUIREMENTS r � �. 1-0. A Our Values Our company's foundation lies in six core values that are aligned with yours. These values highlight a standard of excellence upheld for more than 90 years. Our innovative approach to serving you the highest -quality products is just one benefit of our leadership. SERVICE We are dedicated to providing an unmatched level of service to all of our clients and customers. • INNOVATION Our innovative offerings include sustainability programming, enhanced technology, specialized local offerings and forward - thinking recruitment opportunities. CG QUALITY We own our commissary network and promise to provide only the highest -quality products and to partner with reputable organizations - companies that source products locally, focus on sustainability and limit their use of antibiotics. WELLNESS We are committed to upholding standards of wellness in our workplace and yours. Our campaigns encourage healthy eating and plant -based solutions while minimizing waste. O O O V* LEADERSHIP We bring industry -leading solutions in refreshment services, business intelligence and reporting capabilities, as well as nationwide partnerships, to the table. 000 WWW PEOPLE We believe the support, encouragement and dedication we provide to the well-being of our associates - as well as innovation to the clients and communities we service - is reflective of the excellent service we will provide. 4 iv. Proposed Commission Rate (Revenue Return) This will be provided separeately. t i»� �x.�m �auia►rr,�� w•..■. pw ' . �- '"' 014 i` . wohm '0r . w.• 0 r I ,t�« - 1 k Aip 11 `aYi►�� J� Our Stork Since 1929, Canteen has provided unattended retail and foodservice with a commitment to service, leadership, people, innovation, quality and wellness. Just as we do at 96,500 service Locations, from small shops to Fortune 500 companies, we provide food, service and experience backed by industry -leading technology to give your team and guests what they are craving. 11 Erik Snyder CEO Michael Coffey Chief Innovation Officer Joann Canaday VP, Human Resources Our Leadership David Goldring CFO Christine Woodward Chief Marketing & Retail Officer Betsy O'Brien VP, Business Excellence & Innovations Porter Hinton Chief Operating Officer Neil Donahue SVP, Sales Jessi Moffitt SVP, Tradecraft and Canteen Sustainability 12 OUR STORY Chris Taylor Kirk Wolfinbarger Joe Benti President, Mid -South President, Southeast President, Northeast Division Division Division Shawn Grider President, Southwest Division John Fourqurean President, Commissary Network Katie Appel President, Pacific Division Chris McCarten President, Midwest Division Phil Richard President, Canteen One Andy Dougherty President, Midwest Division Dale Whetstone President, Franchise C9111=111i1;T' R3 Purchasing Foodbuy, a subsidiary of Compass Group and the nation's largest group purchasing organization, gives our clients access to the best selection, aggressive pricing, recall processes and expertise in supply chain and negotiations. It has never been more important to have a consistent, engaging foodservice program. Foodbuy analyzes culinary needs, foodservice trends, operating habits and nutrition and health issues, and matches those criteria with the world's premier suppliers for the highest quality, value and guest satisfaction. Managing contracts with more than 600 leading manufacturers and distributors across the U.S., Foodbuy supports us with deals for front- and back -of -house products and services. Working with the most recognized brands in the industry, we also enjoy access to both regional and local providers. The sourcing and category development teams work to benefit both members and suppliers by driving category growth and strengthening programs, as well as collaborating with supplier partners to find the best products and services for your needs. Driving down costs by negotiating greater volume through fewer products is just one of the advantages of Foodbuy. KNOWLEDGE AND RESOURCES Foodbuy negotiators leverage their knowledge of commodity forecasts and regulatory issues, as well as sustainability goals, product innovation and economies of scale for optimal outcomes for each of its stakeholders. They also notify us of product recalls or withdrawals. INFLATION UPDATES To assist in menu planning, Foodbuy publishes a monthly price watch report and a quarterly inflation report to keep operators abreast of commodity price changes. MONTHLY NEWSLETTER Foodbuy Factor is the monthly purchasing newsletter published by Foodbuy. This is a great resource for important information about the most recent changes and developments in purchasing. M9111=11191; -i M F Ar Wl --lq,-m s 06-,- 0 if i Training and Education We require proper handling and preparation of our products from all of our associates to safeguard the health of our guests, provide the best experience and preserve your peace of mind. MANAGEMENT TRAINING ServSafe is the premier food safety certification course in the nation, administered by the Education Foundation of the National Restaurant Association and aligned with the Hazard Analysis Critical Control Points (HACCP) system. We require every dining manager to complete the ServSafe Food Protection Manager Certification course, which trains and tests them on food safety concepts, safe food -handling practices, sanitation and cleanliness. We require recertification every three years — two years sooner than the five- year recertification requirements established by the National Restaurant Association's Education Foundation and enforced by most local health departments. HOURLY ASSOCIATE TRAINING Providing effective food safety and sanitation training for hourly associates is equally, if not more, important than manager training. The Associate Food Safety and Sanitation Handbook is given to associates on their first day to educate them on the basics of food handling, health and hygiene practices, and cleaning and sanitizing responsibilities. A knowledge assessment and commitment signature are required to complete the training. We also have an entire procedure manual for food safety - a differentiator in the unattended retail space. i6=i1111=1ri1:�'1 How We Operate We have made the right investment in networks and infrastructure to support any size account, large or small. Our talented leadership team successfully manages every Canteen -operated location with enthusiasm and great attention to detail. These efforts ensure we provide innovative solutions, customized services and superior quality. This best -in -class leadership keeps us always moving forward. DINING Each dining facility is supported by an on -sit staff consisting of a foc unit lead, a dining cent manager, a kitchen mans a dishwasher, a cashier, a cook, hourly chefs and additional staff as need Division President Regional Vice Presider I Regional Dining Direct, District Manager Fi, I Marty Foodservice Spe( Director Regional Chef Executive Chef I Chef Manager The Power of Compass Group Compass Group operates as a family of great companies. We believe our sectorization strategy is a key advantage. It enables us to be closer to our clients and consumers to better understand their unique needs. This way, we can create an innovative, custom offer to meet City of Fort Worth's specific requirements and, in doing so, truly differentiate ourselves. We have teams of specialists and the support of a large organization that has the benefit of size and scale. Compass Group provides the highly specialized resources, brands and partnerships that only the world's largest hospitality company can deliver. Utilizing a dedicated single point of contact, we operate under a "One Team" approach across all sectors - streamlining processes and communication, sharing best practices, implementing state-of-the- art innovations and ensuring consistency across the enterprise that delivers positive results*. I � COMPASS 2023 GLOBAL KEY FIGURES a j $38.2B �lrj�° f1j1 550K+ revenue IIIIIIIIII associates �01 13M+ 55K+ meals served cb. client locations per day in 35 countries *Canteen does not provide dining foodservices within any correctional facilities, nor does any other Compass Group operating company in the United States. 18 OUR STORY AWARDS AND RECOGNITION • Time: World's Best Companies, 2024; No. 31 of 1,000 companies (Compass Group PLC) • Newsweek: America's Greatest Workplaces, 2024; America's Greai Workplaces for Diversity, 2024; America's Greatest Workplaces for Women, 2024; Most Trustworthy Companies in America, 2023 • Fortune: World's Most Admired Companies, 2023 (Compass Group PLC) • Forbes: America's Best Large Employers, 2023 • The International Association for Food Protection: Black Pearl Award, 2023 �• 0 CYBERSECURITY COMPASS DIGITAL We invest $33 million each year to Dedicated to innovation and consumer ensure the data of our clients, as well engagement, this internal team of as their employees, customers and developers and data scientists delivers guests, is protected against all cyber technology strategies and solutions to intrusion attempts. Our cybersecurity meet complex business needs. team works around the clock so our clients can focus on their core businesses. PEOPLE AND LABOR STRATEGY In addition to our specialized HR support BALANCE SHEET and unmatched people management Our high credit rating and low debt skills, our proprietary labor platform, levels, as well as a strategic equity SmartLabor, processes and manages raise, mean our balance sheet is our workforce by finding inefficiencies, the best in company history. While capturing data and driving change. our competitors are burdened with debt, we're able to be nimble and smart, investing in our business and ©' continuing to bring the best to our clients. E15 I Using data and market research, our IEl team finds patterns, correlations and insights that our clients use to make STRATEGIC PROJECTS more informed decisions. The data optimizes their business operations and This internal team's deep knowledge improves the consumer experience. of transition - and their extensive experience in change management - are key to us ensuring the contract transition for each new Compass OIO Group client is seamless and successful. ENVISION From strategic space design to eliminating food waste, this visionary team is focused on building partnerships and business growth that promotes the well-being of people and planet. r y, 20 I mlo Safety At Canteen, we have a moral obligation to do all we can to help our associates, clients and the general public get home safely every day. Our code is simply called "Safety Brings You Home," and it describes the spirit behind the safety culture we are cultivating at Canteen. f* SAFyE�Y 21 rf � Food ScLfetLI From Canteen's industry -leading food safety program for vending and unattended retail markets to USDA- and FDA -regulated commissary kitchens, our end -to -end approach to food safety includes a series of checks and balances to track results, measure compliance and build continuous improvement. Canteen's food safety standards are based on sound science, regulatory requirements and industry best practices. All of the commissary kitchens in our network adhere to our retail fresh food program requirements, so you can be assured you're receiving products that meet the highest level of food safety, operational excellence and culinary professionalism. Our requirements include: • Proper oversight and licensing with the appropriate federal, state and local regulatory agency of food processing for retail sale • FDA/USDA registration for the facility • Written and approved food safety plan, HACCP or FDA Food Safety Plan in place • FDA -compliant retail labeling system • Allergen management system that includes allergen labeling meeting Food Allergen Labeling and Consumer Protection Act regulations • Effective environmental microbial monitoring in the processing environment • Traceability system - Lot code tracing for recall purposes • Annual audit from an independent third party for compliance with Good Manufacturing Practices and Preventive Controls RISK REDUCTION We identify and reduce product risk and the associated threat of foodborne illness and food - related injury through: • Comprehensive standards and compliance with HACCP, U.S. Public Health, FDA and Restaurant and Foodservices Association recommendations • Associate, driver and manager education and training • Self -inspection • Third -party audits • Effective facilities design • Vendor certification FOOD SAFETY TRAINING We reach beyond the technical minimums by providing extensive and ongoing training to our associates, reinforcing our food safety principles and practices on a daily basis to safeguard you and your guests. Our teams focus on: • Food supply and storage - Proper labeling, dating, placement and product temperatures. • Proper food handling - Preparation, delivery and service. • Standard operating procedures (SOPS) - Adherence to SOPs, from farm to guest. • Record keeping - Detailed records for optimal traceability. We take thorough steps on a daily basis to ensure your food is protected from any potential hazards, and is a source of fuel and nutrition for your guests. PURCHASING Foodbuy vets all potential suppliers, scrutinizing facilities and products to minimize the risk of contamination. All foods are purchased from the Managed Order Guide, a fully vetted group of suppliers that undergo continuous monitoring by the Quality Assurance Department for food safety, so you never have to wonder where your food came from. RED ALERTS The Quality Assurance Department monitors recalls and market withdrawals on a daily basis and issues Red Alerts regarding food and products that may be purchased or used by Compass Group businesses or by Food buy-com m itted customers. CRISIS AND COMPLAINTS Compass Group maintains a crisis management hotline - one call from an associate or manager will alert appropriate resources who provide a prompt and accurate response to minimize the impact on our clients and their businesses. SAFETY 23 Management Through the GPS-Telematics program, over 3,000 vehicles are equipped with GPS devices that increase safety awareness and reduce the amount of fuel used per vehicle. The program monitors speed, idling and start and stop for each vehicle - resulting in an average 10% fuel reduction per vehicle. FLEET SAFETY WITH REAL-TIME ALERTS Partnering with Mobileye, an Intel company, we've equipped our vehicles with real-time collision avoidance systems, utilized by over 60 million vehicles worldwide. The Mobileye forward -facing camera is part of an advanced driver assistance system that helps eliminate crashes altogether, or mitigate the severity of a crash by warning the driver of potentially dangerous driving scenarios with real-time proactive alerts. The Mobileye system meets the guidelines established by the National Highway Traffic Safety Administration for forward collision and lane departure warnings, setting the standard for collision avoidance systems worldwide. It includes lifesaving alerts that help reduce collisions and improve driver behavior, not only providing a proactive solution, but also helping train drivers to avoid dangerous situations in the first place. /1106/L EYE An Intel Company SAFETY 25 Safety Among Our Service Lines MARKETS The security of every shopper is important. We equip each market with multicamera technology, allowing us to notify you of any potential concerns and prevent shrinkage. Additionally, each credit card transaction is end -to -end encrypted for secure credit and debit processing. Other security features include: • Remote temperature monitoring on each cooler and freezer to ensure the quality of fresh and frozen foods. Should the temperature reach a certain level, the coolers lock automatically, preventing the food from being purchased. Our team receives an alert, and we dispatch a service professional to address the issue. • Notification alerts should a payment kiosk be offline for 10 minutes or longer. Our technicians are dispatched to get things running smoothly as soon as possible. COFFEE AND WATER Here's our safety pledge to you: Every water cooler and coffee brewer installed in your space will include Water Block and Flood Buzz technology. This overflow safety device controls the maximum consumption of water by measuring the number of gallons that pass through and stopping the water flow if the quantity exceeds the preset value. With the Flood Buzz alarm, if a leak were to occur, you get an immediate audible alert. 26 SAFETY WPI Ij! t qRMjF }} J Moo 0, 0000A %IST 44ir a avg�Lre j r 16 %.,, - ail Technology We're always looking toward the future. We understand the importance of consistently developing new ways to improve everything we do. With our partnership, you'll have access to industry -leading innovation and the technology to power it all. `j Connect & Pay° Our Connect & Pay° app, available for Apple and Android devices, makes shopping quick and easy. Once downloaded, guests log in, create an account and load funds or designate a card for use to pay as you go. Connect & Pay® also offers a variety of valuable benefits for our loyal guests, including points accumulation that leads to cashback rewards, promotions, coupons, discounts and limited -time, seasonal offers. The points -based structure gives you the flexibility to customize the loyalty program to fit your needs. The more points guests accumulate, the more cash back they earn. Points can be redeemed at any time. Forget to redeem? That's okay, too. At the end of each quarter, we'll automatically credit accounts for the highest redemption value earned and additional points will automatically carry over to the next quarter. The app also integrates CONNECT➢➢➢ with the Canteen FEEDBACK • NUTRITION • SERVICE Connect label, allowing guests to access our Connect solution with the touch of a button to report service issues, access nutrition information, provide feedback and explore innovations and upcoming promotions. We can even develop custom loyalty options for you based on your company goals or requirements, including offering double points for better -for -you selections, providing a daily meal stipend at the value of your choice that resets every day and supporting discounts, coupons or points to help you maximize engagement. BOOST YOUR WORK PERKS Enhance your Connect & Pay® experience and shop even faster by using your smartphone to scan items and check out (where available). Simply select your location from the Shop tab in the app, then use your phone's camera to scan your items and select Checkout to complete your transaction. 01� 1x417104[NI1110911M r w �.A ry1 aid 1 Scan this at checkoul Your Balance 1$U.iU Rewards 8,399 prints 1 1 $1 $3 $5 $5 Latest Transactions Purchase $0.75 > Tuesday $030 Purchase $1.50 Tuesday $1.45 Purchase $1.79 Tuesday $2.95 n 0 FOs M Locations Notifications Settings CONNECT & PAY° WITH CANTEEN CONNECT 0 A D Sign up for an account and add the nearest market location. gym, To add funds, manage the account and access exclusive promotions and rewards. LOXJ 0 A 4 Easily complete market purchases - scan, pay and be on your way. Technology Among Our Service Lines MARKETS AND VENDING SmartService This program connects our vending machines and markets to provide real-time information about what is selling and what isn't, allowing for quick, better -informed decisions about how and when we stock your facility. The benefits to City of Fort Worth are twofold: We anticipate customer needs while simultaneously reducing our environmental impact through more efficient deployment of resources. Wend iVend provides instant access to product -specific sales and reports, enabling us to make sure the right product is where it needs to be, when it needs to be there. iVend allows us to aggregate data across the enterprise to generate insights based on location, client, regional or national parameters. Each product we offer has a unique barcode or SKU assigned to it, allowing our route drivers to identify how each SKU is performing by using a handheld scanner. This vital insight lets our teams build the right product mix for every machine, plus these extras: • Replace slow sellers with popular products • Keep machines fully stocked • Customize the product mix based on machine -specific data • Regularly introduce new items and rotate selections for more variety • Provide machine inventory tracking • Simplify cash auditing and credit collections via cash room automation and card processor integration • Ensure reliable delivery processes through online route scheduling • Verify sales by using electronic data from vending machines • Provide direct link to OneTicket for service calls Canteen Connect We are committed to creating opportunities for customers to connect with us. Immediate and ongoing feedback is critical for our continued success, which is why you will find a Connect label on each vending machine, Avenue C and Smart Market. Each Connect label has a customer service telephone, a QR code and a text message code, enabling guests to reach us at any time - in the most convenient way for them - and giving them access to nutritional information and exclusive promotions. OneTicket OneTicket interfaces with iVend to log every step of the repair process. From where the problem started to the exact date and time the first service call was requested, OneTicket doesn't close the ticket until each problem is fixed. OneTicket allows us to track and report the service and repair history of any machine by day, week or month. This powerful tool performs on two levels where we can respond quickly and efficiently to service calls and you can monitor our quality of service. OneTicket allows us to track and report the service and repair history of any machine. OneTicket generates a comprehensive suite of reports detailing call frequencies, response times and service completion, so each location can be properly monitored and repaired. Here's how it works: • A customer logs a service or repair into our Connect web interface or calls our support line. • The service request is logged into OneTicket, noting date, time, machine, location and problem. • Your technician is notified via text message. Date and time are entered into OneTicket. • Repair is completed. Date and time are entered into OneTicket. • Our staff will call to notify you of repair completion. 32 TECHNOLOGY Cashless Technology Speed, convenience and flexible payment options are key to success. Technology is changing quickly and we have the options you need to keep up with today's savvy consumer. CONTACTLESS METHODS OF PAYMENT credit/debit cards, student/employee cards, mobile wallets, apps and more — 0 50%+ PAYMENT 2.5 M + $ COMPLIANCEINDUSTRY (PCI) of our transactions credit and debit are credit cards transactions per month 6�0 Cuts transaction 1 time by as much as • 50% Increases Gives customers a customer satisfaction fast wad to pad -4 RA P APA -Ena. --SINGLE TECHNOLOGY 33 34 Innovation By collaborating with emerging companies and analytics experts, we are able to provide you with insights into ever -evolving consumer behaviors and industry trends. Key Canteen partners with E15, Compass Group's industry -leading analytics firm, to make better business decisions using data and advanced analytical methodologies. E15 empowers our operators and , clients to manage complexity by harnessing data to gather needed insights. This is done by leveraging experiences of some of the largest and most forward -thinking companies today. Data and AnaLytics Since 2014, E15's team of over 100 dedicated data scientists, business analysts and consumer researchers has uncovered opportunities for improvement, including food and beverage assortments, behavioral motivators, technology usage and operational processes. E15 benefits Compass Group clients by providing insights and strategies in several areas including market research, revenue optimization, guest satisfaction, speed of service and pricing recommendations. Additional solutions are available in areas such as predictive modeling, data services, category management and labor management. MARKET RESEARCH E15 synthesizes the demographic data to create localized consumer profiles in ZIP codes surrounding our locations to better understand behaviors and product preferences. DATA -DRIVEN PRODUCT MIX E15 relies on data, not hunches, when helping clients develop a product variety that will resonate with their customer base. The insights uncovered go beyond what's selling inside our locations and get at what's going on in the broader market where we do business. What types of snacks and beverages are most popular? What tastes are unique to this market or region? What are the up-and-coming items customers are craving? E15's analytics programs go beyond transactional data to answer these questions and more. 0-MINIIIm►rerc11Ire] ► HOW E15 ANALYZES TRENDS El takes a holistic approach when analyzing trends, starting with consumers - understanding who they are, how they're changing and why. El uses syndicated data to uncover who guests are now, and to conduct primary research via surveys and focus groups to predict how their behaviors and attitudes will change overtime. ■* Nielsen FEDD DATASSENTIAL Data from Ell 5's industry -leading partners, such as Nielsen and Datassential, allows them to forecast emerging trends. Using the data they have been collecting for more than 10 years, El creates programs that learn from past performance to predict future trends. As an innovation and services leader in the industry, we stay abreast of current and evolving trends through a variety of avenues. • Compass Group's partnerships with companies like SPINS, Datassential, Forbes and other consumer marketing groups provide insights into the ever -changing world of consumer behaviors and industry trends. • As a sector partner, we have the advantage of working side -by -side with industry experts within each market segment who know their consumers best. • We leverage research and data from Foodbuy, our purchasing organization. • Our supplier partners conduct and provide their own extensive research. • We review industry data and research through trade publications, media and trade shows. FOOD AND SNACK DELIVERY =0 By leveraging what started as facilitated door-to- door delivery, Canteen partners with DoorDash to offer clients group ordering from a daily curated list of restaurants providing convenient delivery and on -site market drinks and sides to complete the meal. uests who shop our markets are often pressed for time, yet they still desire a great meal. Through our partnership with Foodsby, guests have lunch delivered from their favorite local restaurant to be conveniently picked up at their on -site Avenue C. Using the Foodsby app, guests can order on the go and receive a notification when lunch arrives. ` Foo Wor Designed for today's workplace, Foodworks is a restaurant incubator with a mission to shape the future of dining through a local food lens. By showcasing the best local restaurants and food trucks on -site, Foodworks delivers authentic dining experiences where diversity is key. orld-class mobile dining -iether it's a food truck, a I Fleet delivers strategy, ive concepts to clients by ad and beverage vendors eriences. ying to choose lunch for be challenging. EAT Club offers premier individual meal delivery for companies without on -site cafes. EAT Club eliminates the headache of managing menus, choosing restaurants or ordering just the right amount of food. DIGITAL MARKETING Available through our market and pantry service, Canteen partnered with Compass Digital to create a feedback solution capturing guests' likes and dislikes, allowing us to ensure we are always satisfying our guests' desires. GRAB -AND -GO Whatever the location, Canteen's quality, fresh grab -and -go selections provide a wide variety of tasty and convenient options. CATERING AND FOOD DELIVERY Canteen partners with a variety of national providers including ezCater and Panera Bread, as well as local caterers. Whether it's an exclusive formal dinner, a casual lunch or an afternoon snack, we provide great food and service for your event. 38 INNOVATION PARTNER FARMER'S FRIDGE r ' CATERING Stedc m m cater ACQUIRE COMPANY Ck KITCHEN FRESH & READY OMGFOODS %/.. DEVELOP avenue C CONNECT➢➢➢ FEEDBACK • NUTRITION • SERVICE ec odream SMARTSERVICE SPRIG4,0SPROUT OPEN UP SOME GOODNESS Smart Tech INTELISIGHTTN POWERED BY CANTEEN 49—AsA&L-16 u� JAI INNOVATION 39 Data Protections Despite the cyber threats we all face, our mission is to maintain the success of our business and that of our clients. Our commitment to security ensures the safety, integrity and availability of our services. INFORMATION SECURITY PROGRAM Compass Group employs a sophisticated and constantly improving set of tools to secure and support our business as we face changing threats and demands. We are always evaluating the performance of our security program using various methods, such as red teaming and penetration testing. IT AUDIT AND CONTROL Our technologies are governed by comprehensive control programs. Internal and external audits ensure Compass Group's controls are not only well designed, but operating efficiently and without gaps. As technologies and the threat landscape are continuously evolving, so too are our controls and governance. INFORMATION SECURITY TECHNOLOGY Compass Group employs a sophisticated suite of security technologies across all layers of our information systems. This suite enables the protections and visibility we need to keep our complex organization safe and secure. Multiple overlapping layers of defenses combine with advanced detection, response and containment capabilities. These solutions and designs are continuously reevaluated and refined as we prepare for the next generation of cyber threats. Our solutions work in concert to continuously monitor for malicious behavior and protect against sophisticated, targeted and persistent threats. PAYMENT CARD INDUSTRY (PCI) DATA SECURITY STANDARDS (DSS) As an early member of the PCI Standards Council, we were among the first in our industry to offer mobile point -of -sale solutions with point-to-point encryption (P2PE) and end -to -end encryption (E2EE), protecting customer data from the point of swipe through transmission to the payment processor. Our clients span verticals that require a high degree of security, auditing and control compliance, which is why all our payment solutions have P2PE/E2EE as a minimum standard and why we also observe and adhere to any relevant regulations and legislation. BUSINESS CONTINUITY AND DISASTER RECOVERY Compass Group leverages advanced cloud technologies and practices to ensure the availability of our systems, employing fault tolerance and high availability into the design of critical systems. Robust backup and recovery capabilities are continuously validated and tested against aggressive recovery targets. In the unlikely event of a service disruption, business continuity processes provide for the uninterrupted delivery of services to our clients while technology services are restored. INCIDENT RESPONSE Our internal policy and process provide a coordinated, effective and cohesive approach to privacy and information security incidents ranging from unauthorized system intrusions to compromised privacy, data integrity or protection of confidential information. ![11111111►1►[U9_\Ire] ► The cybersecurity department's implementation of extended detection and response (XDR) fuses identity, endpoint and infrastructure security, providing immediate context and enabling our rapid investigation of any potential security events by our 24/7 Security Operations Center. This capability is further enhanced by our extensive automation strategies, which automatically remedy security exposures. DATA PRIVACY We believe in the importance of data privacy and security as a fundamental principle of our operations. Compass Group has engaged in a comprehensive effort to inventory, map and classify the data we use. This effort supports our core principles of data minimization, privacy by design and honoring consumers' rights to their data. We have implemented a centralized, highly efficient method to process consumer data requests and communicate with them in a timely manner. Such efforts are reflected in our privacy policies found on our company webpages. CYBERSECURITY Our team of cybersecurity experts work tirelessly to protect the confidentiality, integrity and availability of client and customer data. To comply with industry security standards, we keep systems in check with built-in redundancies and added protections. Some of the measures we take to enhance the protection of our clients' organizations include: • Third -party partners that are PCI- and/or DSS-certified • At -rest and in -transit encryption for all Canteen credit card transactions • Annual reviews of all critical vendors $ $33M ' � invested annually 0 30M+ credit/debit transactions annually E 40 =- I ir - NEW Markets Imagine a space where your guests are engaged, inspired and energized. Our markets elevate your workplace with seamless 24/7 convenience, cutting - edge technology and curated products. Redefine break time and unleash your space's potential. 43 IIJI ��IIIIIIII!!/J � "i / J/111111 I I avenue Experience a game - changing on -site marketplace for hassle - free snacking and dining. Our self -checkout markets boast customized retail spaces with hundreds of products. Explore the Avenue C difference. J Join more than 20,000 markets nationwide and transform your break room with our versatile Avenue C fixtures. Elevate your space with inviting setups and flexible checkout options to suit any requirement. Prepare to welcome your guests to a world of clean, inviting shopping experiences that will leave them craving more. With multiple setups and checkout options, you have the freedom to accommodate any space requirements without compromising on style or functionality. All our market offerings accept multiple payment options, including mobile payment via our Connect & Pay° app, allowing users to accrue reward points toward in -market discounts with every purchase. 44 MARKETS I canteen i PISI11 t -CAI-.., �P iQF; f $ �1�•; F T^� SIZE N PRE Large Market The full -build market solution is perfect for larger locations or facilities with multiple shifts and high traffic. The market offers more than 325 items, including single -serve packaged snacks and beverages, fresh food made in our USDA -certified commissaries, frozen meals, an optional coffee offering and a touchless self -checkout kiosk (requires a dedicated internet connection). !tax ism i n2a, L�L1WL Yf•�Qi •f•��� Medium Market canteen This scaled -down version of our large market offers 225-275 items, including single -serve packaged snacks and beverages, optional frozen meals, fresh food made in our USDA -certified commissaries and either a touchless self -checkout kiosk or a mobile scan -and -go payment option. canteen Small Market Our small market is ideal for compact break rooms or anywhere space is more limited. The market offers 125-150 items, including single -serve packaged snacks and beverages, a limited selection of long-dated fresh food and a mobile scan -and -go payment option. canteen It Exit 4 ��i���-` tj nuffill A Lite Market IW This space -friendly design fits just about anywhere offering 75-100 items including single -serve snacks and beverages and a mobile scan -and -go payment option. Payment Options PICO MARKET AND PICO MARKET+ This intuitive design is sleek and simple. It offers a diverse product selection in a space - friendly package suitable for smaller offices, schools, distribution centers and more. For populations of 100-200, our Pico solution is the perfect fit. This space -friendly market solution: • Can be mounted on a cooler or free-standing. • Includes vertical swipe card insert. • Has a cash option with our Pico Market+ design. • Accepts credit cards, tap -to -pay and mobile payment via our Connect & Pay® app. • Works on cellular or wireless internet. KIOSKS Our full build -out market solution is equipped with a payment kiosk that accepts credit cards, mobile wallets or cash to account. Our kiosks can also be programmed to accept employee cards. Kiosks are perfect for locations with a population of 200 or more. The MM6 Mini is a high-speed, lightweight, ultra -quiet industrial PC. Its versatile, compact design ensures a premium Avenue C experience. It is equipped with a vibrant touchscreen that features layered product menus, easy navigation and informative purchase details. SIMPLT SCAN MM6 Mini 0 IAI_\:7C4:116�1fl ^P r y r � . Z 'i' DESIGNED WITH YOU IN MIND • A single point of contact for all your needs • Equipment specifically recommended for your population • Survey of space for machines, evaluation of needs and market research • 30 to 45 days typical implementation for markets TRANSITION PROCESS Contact your Canteen represe Facilitate on -site location sury Review and approve build -our Prepare location for installatio © Schedule market installation Grand opening event Enjoy your new market 48 MARKETS qW AvaifaGfSfy may vary Sy lacaf'ran f � avenue Marketing and Promotions To get people excited about what's in store for them, we create robust marketing that encourages ongoing engagement. MONTHLY PROMOTIONS By paying close attention to trends and consistent market favorites, we curate and promote new products. In addition, we can help you create memorable experiences that will enhance company culture. Utilize promotions for grand openings, give-aways, events and trainings. AVENUE C BUCKS Avenue C Bucks are the perfect thank -you for associates, or as a handout before your next meeting as a cost-effective alternative to catering. Used like cash, these vouchers allow guests to fund their accounts and purchase favorite marketplace items. GIFT PASS Another way of showing employee appreciation is our Gift Pass. Using QR code technology, Gift Passes can be emailed or physically distributed - recipients simply scan the code at checkout to enjoy a drink, food item or snack. Whether it's a token of thanks, a holiday gift or a new associate welcome, you can customize the amount and even the expiration date. MOOD MEDIA Effective communication is the key to employee retention. Engage your employees with visual displays that entertain, inform, train and retain your staff: • Highlight employee and team achievements • Post corporate announcements and events • Reinforce training and motivate staff IAI_\:7C4:1111116�1L] CHOICE ''LUS With Choice Plus, we make the healthy choice the easy choice by supporting a healthier lifestyle on -the -go. PRODUCT VARIETY We offer hundreds of options to satisfy any craving throughout the day. Are you looking for a healthy snack? No problem. We offer a variety of gluten - free, non-GMO, organic, vegan and kosher options. Give your team and guests the snacks, meals and drinks they want. Below are just a few of the delicious options available in your market. • Breakfast - Steak, egg and cheese wrap and turkey sausage and egg English muffin. • Salads - Bacon, blue cheese and cranberry spinach salad, Caesar salad and chicken penne pesto salad. • Sandwiches - Caprese mozzarella, Black Forest ham on marble rye with Swiss, Buffalo chicken multigrain wrap and roasted turkey and applewood bacon. HEALTHY CHOICES Choice Plus was designed by our team of registered dietitians and culinary experts to arm our consumers with the power of information. We curated a list of products that meet criteria supported by the latest nutrition and consumer research. Beverage Options We have specific criteria for beverages based on sugar/sweetener content and nutritional value. Snack Options • Fewer than 250 calories • Zero grams of trans fat • Fewer than 3 grams saturated fat • Fewer than 230 milligrams of sodium • Fewer than 20 grams of sugar 50 MARKETS Consumer Trends CORE CATEGORIES IN ALL MARKET PORTFOLIOS • Fresh and frozen meals • Bottled beverages • Packaged snacks and candy • Sundries and retail essentials • Bakery items MARKET PORTFOLIO HIGHLIGHTS • Technology -enabled • Full brand resources - graphics, smallwares, fixtures, merchandising • Operational support: order guide, plan-o- grams, implementation guide and training • Connect & Pay® technology • Scan and pay • Frictionless technology ENHANCEMENTS Depending on your business needs, these enhancements can easily be added: • Robotics and automated solutions for 24-hour access • Full service coffee/espresso solutions • Community space • Self-service coffee solutions • Fresh -brewed coffee IAV-111N I 10 f ., Vending 53 Solutions From traditional machines to the latest AI -powered robot vendors, our equipment options will make your vending solution simple, accessible and adaptable to the unique needs of your guests: Lj Glass -front beverage J Glass -front food 54 VENDING Glass -front snack Coffee on M CANTEEN CONNECT We make it easy to get in touch. Our vending machines feature a Connect label, allowing customers to connect directly to our app to access nutritional information, request service or a refund, and provide valuable feedback on the products and services offered. The Connect system lets us build reports and share insights tailored to your needs, continually identifying opportunities for improvement. With help from our proprietary route accounting system, iVend, we know what you need when you need it. iVend provides instant access to product -specific sales and reports that enable us to make sure the right product is where it needs to be, when it needs to be there. Each product we offer has a unique barcode or SKU assigned to it, allowing our route drivers to identify how each SKU is performing by handheld scanner. This vital insight lets our teams build the right product mix for every machine: • Keep machines fully stocked: - Replace slow sellers with popular products - Customize product mix based on machine -specific data - Regularly introduce new items and rotate selections for increased variety • Provide machine inventory tracking • Automate cash auditing and credit collections • Ensure reliable delivery processes through online route scheduling • Provide accurate sales records using electronic data (DEX) • Ensure accuracy of commission information P�9 2 Our Food Our data gathering includes leveraging industry trends and reports from Mintel, Nielsen, Forbes, SPINS, Technomic and Datassential, among others. We pair this data with manufacturer trends, regional product preferences and internal survey results to curate a unique product mix for your location. After initial machine implementation, we track sales data and conduct customer surveys to continually adjust product mix to preferences, introducing new products and phasing out slow sellers, guaranteeing your vending offerings have something for everyone. With Choice Plus, we `''I, make the healthy choice the easy choice by supporting a healthier lifestyle on -the -go. Choice Plus was designed by our team of CHOICE PLUS registered dietitians and culinary experts to arm our consumers with the power of information. We curated a list of products that meet criteria supported by the latest nutrition and consumer research. BEVERAGE OPTIONS We have specific criteria for beverages based on sugar/sweetener content and nutritional value. SNACK OPTIONS • Fewer than 250 calories • Zero grams of trans fat • Fewer than 3 grams saturated fat • Fewer than 230 milligrams of sodium • Fewer than 20 grams of sugar t� �� *# Ot w r 1 0 W Marketing and Promotions We strategically place signs in gathering spaces and high -traffic areas to communicate the latest features, offers and promotions to your team. Marketing vehicles include flyers, table tents, posters, e-blasts, LCD monitors and digital displays. LiMITEa EDITIp -�01 IIEIw,_,e4tSt ,- CB Transition We make transitioning easy. Atypical implementation takes 30 to 45 days. The process begins once a letter of intent or a contract is signed. This includes a detailed survey of your measured available space for machines, an evaluation of details that need to be taken into consideration, and market research. We understand the ratio of total population versus the amount of equipment you'll need and make recommendations accordingly. PI:►1D7Nre IV/ IP Strategic Pillars Our company focuses on more than just ringing you the best food and beverages. ur positive impact extends from our local community to the global environment as a whole. As a Canteen partner, you'll see )ur programs focus on honoring diversity, creating a healthier environment and engaging in the local community. 6% Our Commitment to Diversity Diversity, equity and inclusion are key to innovation, providing insights into our business that allow us to provide culturally sensitive products and services across all markets. Continued partnerships with our vast supplier network allow us to expand the breadth of available products to satisfy multicultural marketplaces across the country. By celebrating diversity, equity and inclusion, we foster welcoming environments that nurture creativity and promote collaboration. We create opportunities for team members to learn, grow and achieve a culture of inclusion, reaping benefits for our associates, the organization and our client partners. Diversity is emphasized through our Diversity and Inclusion Week, as well as our Diversity Champions and Diversity and Inclusion Action Council. These organizations promote diversity through awareness -building, communication and community events. We also developed National Inclusion Day to allow our teams to engage in fun activities, raising awareness and encouraging inclusive behavior among associates. In addition, Compass Group's strategic partnership with Thompson Hospitality is superior to any other aimed at helping clients meet supplier diversity goals. For 25 years, we've developed a model to leverage the best of both worlds - proven economic savings and direct (i.e., Tier 1) Minority Business Enterprise participation. The outcome is a partnership that delivers valuable, streamlined solutions to every client we serve. 60 STRATEGIC PILLARS SUPPLIER DIVERSITY Canteen is dedicated to supporting diverse - owned businesses across the country through our inclusive procurement initiatives. From snacks and beverages to cleaning supplies and coffee filters, our robust portfolio of over 100 (and growing!) diverse -owned suppliers allows you to support diverse and disadvantaged business and your communities through our partnership. Our support for diverse -owned businesses includes: • A dedicated team of product innovation experts that forages for certified diverse - owned brands across the country • Identifying opportunities for those brands within our business and partnering with them to determine how to best provide their items within our portfolio If there are roadblocks to success, we will help businesses navigate those challenges through programs like our Diverse Supplier Accelerator program and Emerging Brand Contracting processes. Bottom line, we want to make it easy for these brands to find success in our business. As a Canteen client, you receive: • Access to a local supplier diversity catalog, showcasing the items available in your area • Monthly reporting on the amount of diverse supplier business you have supported • Marketing support to help your ■ customers understand how their purchases are making a difference 7A� BLK� &BOLD WHERE SPECIALTY COFFEE MEETS COMMUNITY IMPACT BLK & Bold was born to help everyday coffee consumers increase their social impact footprint domestically via assisting urban youth defy their odds in pursuit of better futures. BLK & Bold's founders, Pernell and Rod, created the company with a desire to make purpose popular. They welcome the obligation to equip young people with tools to live their best lives and overcome familiar unfortunate circumstances by turning a daily ritual, enjoying a cup of coffee and tea, into a means of giving back. BLK & Bold's Core Values • Top -tier coffee, sustainably produced • Uncompromised access • Youth -centered • B Corp. and M/ WBE-certified Top -Tier Quality • 100% arabica, specialty coffee • Fair and/or direct trade • Naturally processed coffees • Premium loose-leaf teas Uncompromised Access Normalizing access to specialty coffee via prioritizing mass retail, grocery and convenience. Connecting with the Consumer • Authentic, culturally relevant • Diverse consumer community • Nonpretentious voice, one with the people 0 yam- BLK & Bold pledges 5% of its profits to initiatives aligned with sustaining youth programming, enhancing workforce development 114 STRATEGIC PILLARS 61 '. 4-A:2, _-A We strongly believe having a well-rounded supplier base helps Compass Group better anticipate the needs of the people we serve, be innovative and be intentional about building community. Twin Bee Coffee is a Black- and woman -owned business based in Massachusetts. At Twin Bee Coffee, coffee is believed to be a source of good in the world. Beyond the unique fruitiness and sparkling acidity of its Burundi coffees, its direct trade partnerships empower growers, encourage gender equity and help build self-sustaining communities. The origin of the name Twin Bee is the Kirundi word Uruyuki ("bee"), which acknowledges the industrious nature of the Burundian people and the natural dependency coffee plants have on our other partners, bees. 62 STRATEGIC PILLA SINCE 1983 Founded in 1983, Le Chef Bakery specializes in high -end baked goods ranging from decadent desserts, various breads and a comprehensive line of breakfast pastries to frozen dough and more. Le Chef continues to be family - owned and operated, and unwavering in its emphasis on providing customers, vendors and employees with personalized and customized service. Fair business practices, a long-standing respect for the workforce and a steadfast allegiance to world -class customer service have earned Le Ch f I ' I ' h' h :1k RED BAY COFFEE Founded in 2014, Oakland - based Red Bay Coffee has deep roots in the San Francisco Bay Area specialty -coffee industry. Red Bay Coffee's firm commitment to ensure coffee production as a vehicle for diversity, inclusion, social and economic restoration, inclusive hiring practices and environmental sustainability makes it a perfect match for City of Fort Worth. We will be proud to serve the delicious roasts created by this minority -owned Bay -area favorite. e asting re ations ips in t e industry. • ft r [] Our People i GCOMPASS We know our associates are a keycomponent to 2 TOTAL REWARDS com p Ca @COMPASS GROUP our continued success and client satisfaction. We empower each associate with an entrepreneurial spirit and encourage multidisciplinary leaders to work without walls, providing fully integrated solutions to both associates and clients. By breaking down 7A; barriers, we provide holistic solutions to solve evenF f - the most challenging business issues. BENEFITS We pride ourselves on providing holistic solutions not only for our clients, but for our associates' families and domestic partners as well. Instead of offering a one - size -fits -all benefits programs, we offer flexible choices so each associate can customize benefits based on individual needs. Core benefits include health insurance consisting of medical, dental and vision; personal accident insurance; long-term and short-term disability; healthcare spending account; associate, spouse/partner and child life insurance; dependent - care spending account; employee assistance program; and matched 401(k) program. We offer our associates benefit credits, which work like cash and are based on salary, completed years of service and the cost of basic long-term disability coverage. WELCOME TO COMPASS CROUP Weresphappyyo ,here keepre gtogettp know wM1owe are, what we do, and howwe care for our people ® Wepp rate,ncnpntrieaacrpaathe globe WeM1a s. ompane,inour ompasa Group family` la,Weleadgloballvincontratt dand h.pnalnysew,ees tour raai faewafaa W ith a menu of award -winning programs to choose from, our Tocal Rewards are designed W growwith yome neeenng needs now and anticipating wM1at M work or at home, we care for Me whole you -your health well-being,finances,work ,1 CCARE FOR THE WHOLE YOUD �f Life ®Compaaa - astll[ex urces andtprog ra ventlpr websrtes, es[ learn ebswiR om/co I P er, 9 moaned STRATEGIC PILLARS 63 r 00 COMMITMENT TO ADVANCEMENT Gash In On Growth Our Cash In On Growth program is a universal incentive program that provides an opportunity for every Canteen associate, hourly or salaried, to earn quarterly incentives. Working together to achieve shared goals pays off. Proudly Hiring Veterans Canteen is now leveraging the DOD SkillBridge program as an important part of our effort to hire those who have served our country. This partnership enables us to connect directly with service members, allowing us to utilize their skills and experiences to help our organization grow and thrive. Further, each November, we celebrate our veterans with special recognition and group outings, making sure to say "thank you" to those who have bravely served and protected the United States. Additionally, through Tradecraft we support Veteran Roasters Coffee, whose mission is to find veterans who are homeless or at risk of becoming homeless and help them gain back their dignity while roasting some great coffee. Veteran Roasters trains and employs veterans to help get them back on their feet. '900�0 DODSKILLBRIDGE ( e 4 Iz V t 0 ASTERS p p F E E P O S E TH A p U F 64 STRATEGIC PILLARS SustainabiLity DRIVING AWARENESS WITH INDUSTRY -LEADING MEASURES At Canteen, doing the right thing is at the core of our balanced culture. This approach empowers us to advocate for change, push for transparency, and be more socially and environmentally responsible. For over a decade, Canteen and our parent company, Compass Group, have been pioneers in the industry for our sustainability commitments. CANTEEN'S ROAD MAP TO NET ZERO Our Global Road Map to Net Zero is built on a foundation of approved science -based targets; our commitment to carbon neutrality in our operations by 2030; and our commitment to reach climate net zero by 2050. We are working to achieve these targets at Canteen through a variety of ways, such as combating food waste, cutting operational waste, promoting plant -forward menu options and making our warehouse operations more energy efficient. We must work collaboratively with our partners and suppliers to ensure they're also making progress toward their climate goals. If they have yet to set goals, we'll encourage them to do so. It will take all of us working together to make real change. Canteen will always leverage our scale, passion and expertise to target areas that significantly impact the environment. This means we will work together with clients, consumers and suppliers to take measurable steps to create a sustainable future for all. P�v r. f STRATEGIC PILLARS 65 4cfrt'67�1 2007 Comrl.ls W purchasing IW% Cer1lf d llwre cw rim quell etp Cenrrate to ..mg on eM senior product. Ire. ham argrld.1 lr.ms W Conrr t, W —sec. soulum by 10% by 2020 2009 ImplN,smts Ihp'eir a imellaryn' camealgn 2010 Creato. Cadman Faadpnnl ;sgyrzM or lon 1ellh coalluea et Imp,pkalce Workers ' 2022 Rereases the SMID Cnouhdak JOURNEY �I� tbodserr e*Wr vto IsiNea flandl Partvpales in this UN Forum Ni Business and Iwrreri Rights 2011 l eomha CiAle Award IN Bekt Iieetlhy Menu Unpepi ter Whp1.-Sum 2016 Racelve.lne Good 4Z Award In how or our ca®e•frw aegcarlrmamrnt 2013 Alm. Menus at Cheeip 2015 .� �v r Starts the lmpeslecGy UeficJpus Produce program J%M the SasIDX FID—Kahrelp ar aleraM 2005 poslux champ for our oceans Pni ma parmerchlp with Monterey Bay Aquarium i SenruW Wam, Fiov- 1995 MIN a spa Awtlt U-ci ememl Cempa"-mmkt to zem tmns ral'ry,np W 2023 Parlaers with Plamei FW11 H6mkares PFAS from Mr dleoosables catalog pin the PacglC Ca.51 Food Waste Corvmdment 2021 Sett Net Iem Targets Transliesos 100 A o1 our epuld eggs to UertlNed Humane cage Iree Pa ors with FoodTank wStap Food Waste Day Virwal E—t -Palms the Single kse Matelah D—leratar Gmup Imarememis Reanuauyt AirmuLt1w program Creates the SepBliet OiycrJly Accelerator ti► 2020 tM leyS Week Net 2A t}frinpr: with Q0mak iaad end An— Seam it ml—Ily to launch Reptant Y rMe Culloary Tnlning 2018 Rkatanra l Asamelalee And goal Appetll Management C—pony—sollm, 2019 Sam p4s5c slaws Recriues the Sustanaml4ty, Ennrormenaal, Impler—is Chet AwKiptian Weok AGhlew,reetlt and Leadership ISIALI Award IN Carbon Fnedpnnt 2017 Jolm mre V.S. Fow toss 6 Waste r:reateslucl Anneal SM Feud Waste Wy ch-ok1na80306rout, Tr —clops g—d luikey W rip AnOdal—ll v Commlla to reduung feod—Way 50°iW7030 btvekpe Weele Net 3 Net Zero . r ' } 6y 2 )5,3 i r a OUR PARTNERSHIP COMMITMENTS At Canteen, we know sustainability is not just about the planet - it's also smart business. We offer our clients efficient solutions that deliver progress through innovation and measurable practices. As your partner, we can support your sustainability goals with a wide variety of initiatives. Our specialized team of innovators provide industry knowledge that reaches far beyond what's typically offered and will customize your sustainability platform to reflect the needs of your organization. Actions include: Creating a circular economy • Zero -waste and circular solutions like reusable totes in our warehouses versus cardboard boxes • Reusable pallet wraps instead of plastic • Plastic -free beverage programs • Package -reduced options and package -free bulk snack and beverage dispensing programs in certain markets • Recycled or repurposed materials in shelving, racks and build -outs • Plant -based and compostable disposables • Customer education and engagement • National partnership with Feeding America Reducing carbon impact • Low -carbon break rooms with greenhouse gas consultation and quantification • Energy conservation devices on equipment to reduce power consumption • LED lighting in snack and beverage machines • Energy Star equipment To learn about EFIRI'm rII-I ■ Canteen's -• ' -• •:: d 1 IF= II: ' sustainability j•:ii do 0 0 • •ffi1' -. ,..3 journey, click or -.J • L.- scan the QR code. �•-•� •�'- : -�� Well-being • Socially Responsible PERFORMANCE Commercial Results STRATEGIC PILLARS 67 OUR COMMITMENTS 46% 28% reduction reduction C'00O2 in Scope 1 (direct) in absolute Scope 3 (indirect) and 2 (indirect) GHG GHG emissions from all food \ emissions by 2030 from and drink purchased by 2030 the 2019 baseline. from the 2019 baseline. CANTEEN'S CARBON LEADING THE FIGHT REDUCTION ACTIONS IN 2023 IN FOOD WASTE Canteen is building on our established carbon - neutral strategy by expanding best practices to our warehouses nationwide, continuing to build a culture of sustainability into our everyday operations. This includes: • Increasing renewable energy sourcing • Implementing energy -efficiency initiatives to decrease energy consumption • Reducing waste going to landfills through enhanced source reduction and waste diversion initiatives Our long-term vision for our fleet includes alternative fuel vehicles (AFVs) including electric trucks. Existing technology is finally catching up to our fleet needs and, in 2023, we rolled out a pilot of 10 electric delivery trucks at two sites. Canteen continuously seeks out new technology to improve our current fleet's efficiency. We have avoided nearly 8,000 metric tons of carbon emissions, the equivalent of planting more than 132,000 trees. How? By implementing programs focused on fleet efficiency and driver safety. Additionally, we are continuing to work with suppliers to build our portfolio of locally sourced, low -carbon and regenerative agriculture -certified snack foods and beverages, and reduce or eliminate excess packaging. We are also piloting an initial supplier outreach strategy to get a baseline understanding of our suppliers' GHG emissions reduction efforts and where we should be focusing our GHG reduction efforts in our supply chain. We are proud of our accomplishments in the fight against food waste. In fact, we have set a goal to combat waste 50% by 2030. Through improved associate education and key partnerships, we're on our way to reach this important milestone. v FEEDING° AMER CA Feeding America is one of the largest nonprofit food recovery organizations in the nation. Canteen partners with Feeding America to recover food and beverage products about to expire before they become landfill -bound waste. The Feeding America network of more than 200 food banks helped Canteen support the recovery of 300,000 pounds of food in 2022, where it was distributed to food pantries and other agencies. Waste Not is a proprietary and chef -centric, cloud - based waste tracking system. It has a proven track record of reducing food waste in Compass Group's dining facilities by 20%-40%. Canteen's full -service dining centers use Waste Not in our operations. 68 STRATEGIC PILLARS OR"LANET PROMISE OUR COMMITMENT TO A SUSTAINABLE FUTURE FOR ALL M COMPASS GROUP COMMITS TO GLOBAL CLIMATE NET ZERO As the worldwide Leader in foodservice, we have a responsibility to contribute to our industry through ethical, sustainable and inclusive business practices. That's why we've committed to reach net -zero greenhouse gas (GHG) emissions across our global operations and value chain by 2050. This forward -thinking target makes Compass Group the first international company of our kind to announce a sweeping commitment to a 2050 net -zero emissions economy. It includes ambitious emissions reduction targets over the next decade that have been validated by the Science Based Targets initiative (SBTi), and a further commitment to be carbon neutral in our worldwide operations by 2030. Dominic Blakemore, Chief t Executive Officer of Compass Group PLC, says, "Compass Group's new global climate net - zero target reflects our teams' commitment to sustainable sourcing, eliminating food waste and transforming our environmental impact. As the world's largest foodservices group - operating at the heart of the global food supply chain - we are in a unique position to influence real change by working in partnership with our suppliers and encouraging sustainable consumption from the clients and consumers we serve every day." In addition to investing in climate -positive projects worldwide to support decarbonization, reforestation, biodiversity, and freshwater, land and ocean preservation initiatives, our actions include: • Transition all fleet vehicles globally to 100% plug-in electric • Switch to renewable electricity across all our operations • Reformulate menus to be low -carbon and use plant -based proteins • Increase sourcing from regenerative agriculture • Focus on packaging solutions to further reduce single -use plastic • Reduce food waste in global operations by 50% by 2030 • Increase share of seasonal and locally sourced produce • Deliver a global deforestation -free and land conversion -free supply chain strategy Our sustainability strategy will always include bold actions and global collaboration, and this recent step marks the first initiative in our latest plan, Planet Promise - Compass Group's companywide commitment to a sustainable future for all. We pledge to use our scale and reach to influence and work with clients, industry associates, governments and suppliers to reduce their direct GHG emissions, and to set their own net -zero and SBT initiatives to help create a more sustainable global food system for all. STRATEGIC PILLARS 69 MW 1 c ntell S As a company and a family, we pride ourselves on being active members of the community. We strive to empower the communities where we live and work through our Canteen Cares initiative, whether it's producing meal kits for remote school feeding, supplying food and water for disaster relief, providing clean drinking water to communities around the world and so much more. Additionally, we focus on celebrating and supporting military veterans, as well as fighting for hunger relief with food recovery partnerships and innovations. We also encourage every local Canteen team to take part in their own initiatives, spreading our passion for involvement to communities, families and individuals across the country. 7III 0 STRATEGIC PILLARS These are just some of the groups our teams support with local partnerships that strive to make a difference. • AMlkids helps at -risk youth find a brighter tomorrow. https://www.amikids.org • The Storehouse: Supported by Canteen's Texas Division, the four programs of The Storehouse work to feed, clothe and care holistically for its neighbors. • Camp SOAR (Special Olympics Athlete Retreat) encourages current athletes and recruits new athletes to the Special Olympics. https:Hsonc.net/ local-programs/mecklenburg-county/camp-soar • Covenant House provides housing and supportive services to youth facing homelessness. https://www.covenanthouse.org • Mooseheart is a residential childcare facility, located on a 1,000-acre campus 38 miles west of Chicago. https://www.mooseheart.org • U.S.VETS is on a mission to end veteran homelessness in the United States. https://usvets.org/locations/phoenix k MNJ ( i dr C(� The Storehouse " C-1- COUNTY SgAR . ,m." Covenant House WOOSEHEART •AL Child City & Srhaallm. 7W *R.NN IEE STRATEGIC PILLARS 71 C-I AMP' CCP Q, Cl c� Y � ire w � o � Cb w� rf Licenses ti r 73 Licenses, Permits and Insurance All licenses and permits required for your services will be provided by Canteen. All necessary insurance coverage is carried by Canteen. A40 DATE (MMIDD/YYYY) `�. CERTIFICATE OF LIABILITY INSURANCE I 09/27/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Randi K. Nowell, CPCU, ARM MARSH USA, LLC. TWO ALLIANCE CENTER PHO(rCNri . E:N: 404-995-3102 aC. Nol: 3560 LENOX ROAD, SUITE 2400 n-Do2Ess: Compasscerts@Marsh.com ATLANTA, GA 30326 INSURER(S) AFFORDING COVERAGE NAIC # CN 1 02832071-Compa-UMB1 0-24- CORP UNKNO 41594 INSURER A: National Union Fire Ins Co of Pittsburah PA 19445 Compass Group USA, Inc. INSURED INSURER B : AIU Insurance Co 19399 2400 Yorkmont Road I INSURER C : ACE Pronertv And Casualtv Ins Co 20699 Charlotte, NC 28217 INSURERD: I INSURERE INSURER F COVERAGES CERTIFICATE NUMBER: ATL-005658515-65 REVISION NUMBER: 8 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH'OLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY 'AID CLAIMS. NSR LTR rypE OF INSURANCE DDLSUBR POLICY EFF INSD WVD POLICYNUMBER (MMIDDIYYYY) POLICY EXP IMMIDD/YYYYI LIMITS I A X COMMERCIALGENERAL LIABILITY GL 6547187 09/30/2024 09/30/2025 EACH OCCURRENCE $ 1,000,000I CLAIMS -MADE � OCCUR MAGE TO RENTED PREMISES (Ea occcur encel $ 1,000,000 X SIR: $1,000,000 MED EXP (Any one person) $ X I Contractual Liability PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 PRO X POLICY JECT LOC PRODUCTS - COMP/OP AGG $ 5,000,000 OTHER. $ A AUTOMOBILE LIABILITY AL 7030998(AOS) 09/30/2024 09/30/2025 COMBINED SINGLE LIMIT $ Ea accidenu 2,000,0001 A X ANY AUTO AL 7030999 (MA) 09/30/2024 09/30/2025 BODILY INJURY (Per person) $ A OWNED SCHEDULED AL 7031003(Garage Liability) 09/30/2024 09/30/2025 BODILY INJURY (Per accident) $ AUTOS ONLY X HIRED AUTOS ONLY X AUTOS NON -OWNED AUTOS ONLY Self Insured for Physical Damage (Per accident)ERDAMAGE $ $ I C X UMBRELLA LhAB X OCCUR XOOG27738631 09/30/2024 09/30/2025 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS -MADE I AGGREGATE $ 10,000,000 DIED I X I RETENTION $ n WORKERSCOMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE r1 N/A OFFICE R/MEMBEREXCLUDEDI IV (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Liquor Liability WC 14111814 (AOS) WC 1411816 (CA) See Acord 101 GL6547185 SIR:$1.000,000 09/30/2024 09/30/2024 09/30/2024 $ I 09/3012025 X I STATUTE I I ERH 01/30/2121 E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 09/30/2025 Each Common Cause 1,000,000 Aggregate 10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of Insurance. CERTIFICATE HOLDER Compass Group USA, Inc 2400 Yorkmont Road Charlotte, NC 28217 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ©1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Vll4N1:10RUN AGENCY CUSTOMER ID: CN102832071 LOC #: Atlanta ADDITIONAL REMARKS SCHEDULE NAMED INSURED (AGENCY MARSH USA, LLC. Compass Group USA, Inc. 2400 Yorkmont Road POLICY NUMBER Charlotte, NC 28217 CARRIER I NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Workers Compensation Continued: Workers Compensation Policy #WC49154356(AOS POLICY) Covers ALL States except: CA, WI and OH Carrier: New Hampshire Insurance Company Policy Number: WC 14111817 Effective Date: 09/30/2024 Expiration Date: 09/30/2025 Policy Covers States of: WI Stop Gap Coverage: NO, OH, WA, WY. Limit: E.L. Each Accident: $2,000,000 E.L. Disease -Policy: $2,000,000 E.L. Disease Each Employee: $2,000,000 Workers Compensation Continued: Carrier: National Union Fire Ins. Co. of PA Policy Number: XW 6583229 Effective Date: 09/30/2024 Expiration Date: 09/30/2025 Policy Covers States of: OH (Excess WC) Limit: E.L. Each Accident: $2,000,000 E.L. Disease -Policy: $2,000,000 E.L. Disease Each Employee: $2,000,000 ADDITIONAL INFORMATION Umbrella is follow form of primary Commercial General Liability, Automobile Liability, Liquor Liability and Employers Liability policies subject to policy terms, conditions and exclusions Page 2 of 2 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD IXN1:11►69:1110�1111+y hello friend I A, rh 4r moo 4 ISM Letter of Intent Date: Ricky Coon District Manager Canteen 2643 N. 1-35 E. Carrollton, TX 75006 Dear Ricky, Please accept this letter as our official notification to you of our acceptance of Canteen's proposal for vending services for City of Fort Worth. We will expect your firm to be fully operational in our facilities beginning on Company Name Title Signature LICENSES 77 Let Us Know How We Can Serve You �I 40 Copyright © 2024 (Canteen). All rights reserved. 0. r 041 i -# .' canteen canteen canteen canteen canteen o�o�G canteen canteen canteen canteen canteen canteen