wfisd's contract with aramark

7/23/2019 WFISD's Contract with Aramark

1/26

r r

6/9/2015

To: Janet Powell

Wichita Falls ISO

11 1

Market Street

Philadelphia, PA 19107

T L

215.238.3551

Re: Wichita Falls Independent School District TX) 2015 Facilities Management

Services Agreement for Full Service Custodial-Janitorial Services

Enclosed for your records is a fully executed document with regard to the above

referenced.

If you should have any questions, please contact Blase laconelli at 215-238-3244.

Thanks,

Theresa Witherup

Assistant to Blase laconelli


2/26

MANAGEMENT SERVICES AGREEMENT

FOR FULL SERVICE CUSTODIAL-JANITORIAL SERVICES

This

MANAGEMENT

SERVICES

AGREEMENT

(the Agreement ) is entered into this

2 f

day

of

May 2015, by and between

WICHITA

FALLS

INDEPENDENT

SCHOOL

DISTRICT

( District ),

and ARAMARK MANAGEMENT SERVICES

LIMITED

PARTNERSHIP, a Delaware limited

partnership ( Aramark ). District and Aramark will be referred

to

jointly as

the

Parties and

individually as a Party.

WITNESSETH THAT:

1. $cooe of Management Services

District hereby grants to Aramark the exclusive right to provide District with certain

Management Services for District's facilities (the Facilities ) during the Term (defined below in Section

2). Management Services are generally defined as management and provision

of

full service custodial

and janitorial services for the District, and are more specifically defined by the scope of work described

in the following Exhibits which are incorporated by reference herein. The Facilities for which

Management Services will be provided are defined individually for each type

of

service, and are listed in

Attachment 1

t

each respective Exhibit. Aramark will provide the Management Services solely in

accordance with the Exhibits attached hereto and in accordance with the terms and conditions

of

this

Agreement.

Service

Exhibit

Custodial

B

Aramark shall render the Management Services with the same degree

of

care nonnally exercised

by other custodial service providers under similar circumstances and perform all work required herein in

a good and workmanlike manner and in accordance with the requirements

of

this Agreement. Aramark

wiU

perform its services hereunder as an independent contractor, and nothing in this Agreement shall be

deemed to make Aramark, or its employees or contractors, a common law employee, agent, partner or

fiduciary of, or joint venturer with, District. Aramark shall at no time be acting as an architect, engineer,

indoor air quality expert or advisor

or

other design professional, and shall not be required

to

carry out

duties requiring the services

of

a design professional.

District shall be solely responsible for all services required for the ownership and operation

of

the Facilities beyond the scope of the Management Services to be provided by

Aramark.

District shall be

responsible for compliance with all applicable federal, state, and local safety and health laws and

regulations with respect to the Facilities. ramark shall be responsible for compliance with all

applicable federal, state, and local safety and health laws and regulations with respect to the Management

Services. Aramark shall also be responsible for any and all actions or lack of action by Aramark

employees.

2.

Tenn;

Renewals

The initial term

of

this Agreement will begin on June

1

2015 (the Commencement Date ), and

will continue for a period ofone (1) year, ending on May 31, 2016 (the Initial Term ).

Thereafter, this Agreement may be renewed upon the mutual agreement of the Parties for

up

to

five additional one (1) year terms (individually, a Renewal

Term,

and collectively with the Initial

Term, the

Termj.

Either Party may elect not to renew this Agreement at the expiration

of

either the

296690.7


3/26

Initial Term or any Renewal Tenn by giving the other Party written notice to that effect not later than

sixty (60) days before the date on which the then current Initial Term or Renewal Term would otherwise

end. Any changes to the Agreement will

be

documented

by

written agreement, executed by both Parties

prior to the commencement

of

the Renewal Term. ( Renewal Amendment'')

f

no written Renewal

Amendment is executed the terms

of

this Agreement shall control until such a written agreement

s

executed.

3. Operational atters

(a) Space and Utilities. District will provide Aramark with reasonable office space, storage

and locker space, warehouse and distribution space at District's Facilities, for Aramark's use in providing

the Management Services. Aramark will

pay

District One Thousand Dollars ($1,000) per month for the

use

of

District's office space, storage and locker space, warehouse and distribution space at District's

Facilities, to be prepaid

on

a annual basis in the amount

of

Twelve Thousand Dollars ($12,000) on June

I

2015,

and

each June 1st thereafter. Such space will include all utilities (including water, sewer,

electricity and telephone service) and access to copiers, fax machines and other standard office

equipment. Such space will be under Aramark's exclusive use, subject to District's access

rights

for

safety inspection and emergency response. The District shall have the right,

in

its sole discretion to

require Aramark to move to a different location within the District upon thirty (30) days written notice;

provided the space

s of

similar size

and

functionality. The Aramark Operations Team (defined below in

Section 4(a)) will also be granted access to District's voicemail and intranet systems, at no cost to

Aramark

to facilitate electronic communications and access to information needed to render

Management Services efficiently under this Agreement. District will provide Aramark with keys for

access into the District's facilities. Any keys

or

other access items will

be

replaced at the Aramark's

expense

iflost

including, but not limited to, the master

or

sub-master system.

(b) Cooperation.

The

Parties acknowledge that each will need the active support

of

the

othe r's professional, administrative, operations, and other personnel to most effectively provide

Management Services under this Agreement, and District agrees to use its best efforts to cooperate with

Aramark in that regard.

(c) Start-Up Period. The Parties acknowledge that the Management Services will begin with

a start-up phase to transition to Aramark's programs, beginning on the Commencement Date (the Start

Up Period ). During the Start-Up Period, the Aramark Operations Team will familiarize itself with

particular aspects

of

the Facilities, operations, applicable equipment, materials, supplies, and other such

matters as the Parties' and Service Employees' transition to the Management Services. Aramark's

activities during the Start-Up Period will include coordinating interviews with the Service Employees

and assessing their skill sets, setting up Aramark's computer and software

programs

and measuring

determining the square footage/acreage of the Facilities. District agrees to cooperate with

Aramark

in its

efforts during the Start-Up Period.

(d) Joint Review.

The

Parties' representatives will meet on a regular basis, at least once

p r

week, to review and discuss any ongoing operational matters relevant to the Management Services under

this Agreement.

(e) Budgetini. The Parties acknowledge and agree that District bas the sole authority to

review, approve and, from time to time, modify District's budget for the Management Services. ;

provided however, that any such review, approval

or

modification shall not change the financial terms set

forth in this Agreement without Aramark's prior written approval.

2


4/26

The Parties further acknowledge and agree that Aramark's ability to

perfonn

its obligations

hereunder is subject to, and conditioned upon, District's approval and implementation

of

budgets for the

Management Services consistent with Aramark's recommendations.

(f)

u r c h s i n ~

Aramark shall manage all purchases

of

products, supplies, equipment and

services utilized in the Management Services, which purchases shall

be

made through Aramark's

purchasing program. n the event Aramark pays for products, supplies, equipment and services which are

District's responsibility in order to expedite the purchase of such items, all such purchases shall be

accounted for as a direct cost

of

operations and shall be reimbursed promptly by District. Unless

otherwise expressly stated herein, all such purchases made by Aramark to expedite purchasing shall be

titled in the name

of

the District (using District's tax identification information) and used solely in the

Management Services

To

the extent

that

Aramark provides products or supplies to District

on

a cost.reimbursable basis,

ramark is entitled to receive and retain all cash discounts and all other discounts, rebates and

allowances otherwise available to Aramark under its arrangements with distributors and suppliers.

In

the event an affiliated company

or

division

of

Aramark furnishes products, supplies,

equipment

or

services necessary to the efficient operation of the Management Services, charges to

District for such products, supplies, equipment or services shall be competitive with the cost

of

obtaining

such products, supplies, equipment or services from an independent source in the open market.

(g) District's Operational and Financial lnfonnation. The Management Services that

ramark has agreed to provide under this Agreement and the corresponding Aramark Fee were

developed based on operational and financial information provided by District (including but not limited

to labor and supply costs, District' s employees at the Facilities, and use of the Facilities by District, its

employees, and its students).

To

the best of the District's knowledge and belief, District represents that

such information is current, materially complete, and accurate, and acknowledges that ramark has

reasonably relied on it. The Parties anticipate that District will continue to provide similar information to

Aramark from time to time, which will also be current, complete, and accurate, so that ramark may

reasonably rely

on

it in providing Management Services. f such information changes

or

is inaccurate,

then the financial terms and other obligations assumed by ramark will be renegotiated and restated to

correct such change

or

inaccuracy on mutually agreeable terms.

(h) Ha:rdous Substances; Pre-Existing Conditions . Aramark

has

no duty to investigate,

detect, prevent, handle, encapsulate, remove,

or

dispose of, and will have

no

responsibility to District or

others for any exposure

of

persons

or

property to, asbestos, lead, fuel storage tanks

or

contents, indoor air

pollutants or contaminants, poor air quality, or hazardous, toxic, or regulated waste substances, mold,

fungi, mildew, pollutants, or contaminants (collectively, the Hazardous Substances ) at Distr ict's

Facilities

or

their surrounding premises; and such duties have

not

been included in the ramark Fee.

District will comply with all applicable federal, state, and local laws and regulations, which have been or

will

be

enacted during the

Tenn of

this Agreement, regarding such Hazardous Substances on the

Facilit ies' premises. District will inform Aramark of the presence of such Hazardous Substances and

acknowledges that Aramark employees will not be required to work in any location where they could be

exposed to such Hazardous Substances. Aramark has advised District that it docs not provide or assume

any responsibility to monitor or remediate Hazardous Substances

or

any similar conditions, and that all

determinations and corrective actions regarding Hazardous Substances and any similar conditions shall

be made by District or a third party retained by

istricl

n no case will any Aramark employee act in the

capacity

of

a Designated Person (within the meaning

of

the Asbestos Hazard Emergency Response

Act, AHERA''), which duties remain solely with District.

3


5/26

Aramark will not be responsible for any conditions that existed

in

on,

or

upon the Facilities

or

the District's equipment

or

systems before the Commencement Date of this Agreement ( Pre-Existing

Conditions ), including, without limitation, environmental impairments, and o ther conditions.

Notwithstanding the general indemnity provision contained below in Section 6, without waiving the

doctrines

of

sovereign

or

governmental immunity and immunity from suit, and to the extent permitted

by

the laws and Constitution

of

the State

of

Texas.

To

the extent permitted by the laws and Constitution

of

the State

of

Texas, District will indemnify, defend and hold Aramark harmless from and against any and

all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) that Aramark

may incur in connection with any Pre-Existing Conditions. The Parties acknowledge and agree that

Aramark's responsibilities hereunder are limited to the scope and substance

of

Aramark's Management

Services, as defined in the Exhibits to this Agreement.

4.

Personnel

(a) Aramark Operations Team. Aramark will provide and pay personnel for the efficient

management of the Management Services (the Aramark Operations Team ), which Aramark may adjust

from time

to

time, as appropriate. The ramark Operations

Team

will

be

led by at least one (1) manager

(the Aramark Manager ), who will coordinate training and management

of

the service employees in

those departments managed by Aramark (the Service Employees ). The ramark Manager will act as

Aramark's chief representative for Aramark 's day-to-day performance of the Management Services, and

will interact directly with District.

f

an Aramark Manager should become unacceptable to District's

Director of Support Services

or

such officer's designated representative, then District's Director of

Support Services or designated representative may request his or her removal and Aramark will provide

a mutually acceptable replacement within a reasonable time thereafter. While on the Facilities, the

Aramark Operations Team will be subject to the rules and regulations of District, copies ofwhich will be

provided by District to Aramark reasonably in advance.

(b) Service Employees. Aramark will provide and pay all Service Employees ramark

deems necessary for the efficient provision

of

the Management Services. The Service Employees will be

subject to the rules and regulations ofDistrict while

on

the Facilities. Aramark will be responsible for all

wages, payroll and other taxes, benefits, fees, and other charges

or

insurance required by any federal,

state and local law, statute or regulation (including, but not limited to, unemployment taxes, Social

Security contributions, worker's compensation premiwns and all similar taxes and payments),

attributable to each ramark Service Employee. ramark will have no authority with respect to the

wages, hours, or other working conditions of any Aramark Service Employee and Aramark shall be

responsible for all matters associated with recruiting, hiring, employment, compensation, benefits,

insurance, promotion, discipline, and discharge

of

each Aramark Service Employee. Aramark will

indemnify and hold the District, its trustees, elected officials, officers and employees, harmless from and

against all claims, liabilities, and losses relating

to

or arising out of any claim

or

allegation that the

District is, or is deemed to be, an employer or a joint employer of the ramark Service Employees.

(c) Restrictions on Hirini: Syperyisory Employees. Supervisory Employees, for the

purpose

of

this Section, is defined as those persons who perfonned management or professional services

for the Facilities, directly or indirectly, at any time during the then previous twelve (12) months.

Aramark agrees that no Supervisory Employees ofDistrict will be hired by Aramark for the

Term

of this

Agreement and twelve (12) months thereafter.

District acknowledges that Aramark has invested considerable amounts of time and money in

training its Supervisory Employees n the systems, procedures, methods, forms, reports, formulas,

computer programs, plans, techniques and other valuable information that are proprietary and unique to

Aramark's manner

of

conducting its business and that Aramark makes such information available to its

4


6/26

Supervisory Employees, its subsidiaries and affiliates, on a confidential basis. Therefore, District agrees

that no Supervisory Employees of Aramark, its subsidiaries or affiliates, will be hired by District for the

Term

of

this Agreement and twelve (12) months thereafter, and that District will not permit any

Supervisory Employees of

Aramark

its subsidiaries or affiliates to provide services for the Facilities

directly

or

indirectly (through consulting contracts, contracts with third parties that employ

or

otherwise

retain any Supervisory Employees, or otherwise) for the Term of this Agreement and twelve (12) months

thereafter. Additionally, District agrees that

if it

violates the conditions set forth in this Section, District

will pay to Aramark, and Aramark will accept as liquidated damages nd not as a penalty, an amount

equal to two times the annual salary (base and bonus)

of

the Supervisory Employee(s) retained by

District or allowed to work on the Facilities in violation

of

this Section.

(d) Equal Opportunity and Affirmative Action Employer. Aramark

affirms

that it is an

equal opportunity and affirmative action employer, and shall comply with

all

applicable federal, state and

local laws and regulations relating to non-discrimination and affirmative action. It is the policy

of

Aramark to recruit, hire,

train

promote, transfer and terminate persons without regard to race, color,

religion, national origin, age, sex, gender, pregnancy, disability, sexual orientation, gender identity,

genetic information, military status, protected Veteran Status or other classification protected by

applicable federal, state

or

local law (each a Protected Status ).

In

addition, Aramark will ensure that

all

other personnel actions such as compensation, benefits, lay-off, return from lay-off, company

sponsored training, education, tuition assistance, social and recreational programs are administered

without regard to Protected Status. Veteran Status is specifically status as a disabled veteran, special

disabled veteran, Vietnam Era veteran, recently separated veteran, armed forces service medal veteran, or

other protected veteran. Aramark affirms that

t

is an equal opportunity

nd

affirmative action employer,

and shall comply with all applicable federal, state and local laws and regulations relating to non

discrimination and affirmative action.

(e) Backsround Checks.

Aramark

shall obtain National Criminal History Record

Information ( CHRI''), pursuant to Texas Education Code section 22.0834 and Texas Government Code

4

l.082(a), on Aramark, Aramark's employees, subcontractors, independent contractors, applicants,

agents, or consultants, to the extent those persons are Covered Employees. Covered Employees include:

(1) persons who will have continuing duties related to the Project and (2) the duties are

or

will

be

performed on the District's property and the person(s) will or may have direct contact with students.

In

connection with this requirement, the Aramark will be required to:

1.

Assume all expenses for obtaining CHRI,

if

required.

ii. Certify to the District in writing that it has complied with this section and that none of its

Covered Employees have a Disqualifying Criminal History on a form provided by the

District. A Disqualifying Criminal History includes conviction

of

one

of

the following

offenses, if t the time of the offence the vict im was under eighteen ( 18)

or

enrolled in a

public school: (a) a felony offense under Title 5, Texas Penal Code;

(b)

an offense for

which a defendant is required to register as a sex offender under Chapter 62, Texas Code

of

Criminal Procedure;

or

(c) n equivalent offense to (a) or (b) under federal law or the

laws

of

another state. Aramark. agrees that any Covered Employee discovered to have a

Disqualifying Criminal History shall

be

disqualified and prohibited from performing any

contract duties or services under

this

Contract.

f t receives information that a Covered Employee is arrested or convicted for any of the

Disqualifying Criminal History offenses during the performance

of

this contract,

Aramark will immediately remove the Covered Employee from Owner's property or

other location where students are regularly present, and notify the Owner

of

said removal

within three (3) days

of

doing so.


7/26

Aramark understands that any failure to comply with the requirements of this section may

e

grounds for

termination

of

its contract with the District. Instructions for complying with CHRI requirements will

e

made available by the District. Instructions for complying with CHRI requirements are attached as

Exhibit

and

C

(f)

Absenteeism. Aramark

will

provide adequate substitute

staff

to ensure the efficient

management of the Management Services.

i

District may receive a credit

of

100 per day for vacancies and absences

of

management

personnel in excess of five (5) consecutive work days.

ii. District may receive a credit of 50 per day, per employee if Aramark fails to be fully

staffed within one

full

week

of

the school start date.

m

District may receive a credit of 50 per day, per employee

if

the summer staffing

numbers falls be low 50%

of

regular school year staffing levels.

iv.

Aramark

must maintain an inventory

of

at least eight (8) floaters/substitutes at all times.

District will receive a credit of 25 for each and every time an absence is not covered by

a floater/substitute. This credit will be limited to eight (8) absences ( 200) daily. District

may waive all or part

of

this credit depending

on

the circumstances, including but not

limited to, cold and flu outbreaks.

5. Financial Terms. Financial terms

of this

Agreement are set forth on Exhibit A hereto.

6

Indemnity; Insurance; Limitation

of

Liability

(a) Indemnity. To the extent permitted by the laws and Constitution of the State

of

Texas,

each Party will indemnify and hold the other Party, its subsidiaries and affiliated companies, and their

respective directors, trustees, officers, partners, members, shareholders and employees, harmless from

any

third

party

liability (including reasonable attorneys' fees and court costs) by reason

of

the negligent

acts

or

omissions

of

the indemnifying Party, its employees

or

agents.

f

the damages, injury, loss or

claim is caused by the negligence

of

both Parties, the apportionment

of

said damages, injury, loss

or

claim shall

e

shared between both Parties based upon the comparative degree

of

each Party's negligence

and each Party shall be responsible for its own defense and its own costs including but not limited to the

cost

of

defense, attorney's fees and witnesses' fees and expenses incident thereto.

In

no event will either

Party

e

liable to the other Party for any loss

of

business, business interruption, consequential, special,

indirect or punitive damages.

Each Party agrees to provide the other Party with prompt written notice

of

all losses or claims for

which

it

will seek indemnity under this Agreement. Each Party agrees not to incur any cost

or

expense

with respect to any loss or claim for which it seeks indemnity under this Section without the other Party's

prior written approval; provided, however, that the foregoing shall not apply in the event that the other

Party

has

in writing rejected, denied

or

otheiwise declined the indemnification request with respect

to

such loss or claim. Each Party agrees to cooperate fully with the other Party in the investigation, defense

and settlement of all such losses and claims.

(b)

Insurance. Subject to Aramark 's right to maintain reasonable deductibles, Aramark shall

obtain and maintain in full force and effect for the duration

of

this Agreement, and any extension hereof,

at Aramark's sole expense, insurance coverage issued

by

companies authorized, approved or admitted to

6


8/26

do business in the State of Texas and rated

B+

or better

by

A.M. Best Company and/or otherwise

acceptable to District, in the following types

and

amounts:

Worker s Compensation:

Employer's Liability:

Commercial General Liability:

Occurrence

Aggregate

Personal Injury

Automobile Liability:

All liability

nsmg

out of Consultant's

employment

of

workers and anyone for whom

Consultant shall be liable for Worker's

Compensation claims. Worker s

Compensation is required and no alternative

form

of

insurance shall be permitted.

$1,000,000.00

$1,000,000.00

$2,000,000.00

$1,000,000.00 each person

$1,000,000 combined single limit

(1) Prior to the commencement

of

any work under this Agreement, Aramark shall furnish an

original completed Certificate of Insurance to Distric t's representative, completed by an agent

authorized to bind the named underwriter(s) and their company to the coverage, limits,

and

termination provisions shown thereon, containing all required information referenced

or

indicated thereon.

The

original certificate must have the agent s original signature, including the

signer s company affiliation, title

and

phone number, and be mailed directly from the agent to

District. District shall have no duty to pay or perform under this Agreement until such certificate

shall have been delivered to District's representative, and no officer

or

employee shall have

authority to waive this requirement.

(2) The General Liability and Automobile issued in the name

of

Aramark shall also name the

District as n additional insured.

The

coverage afforded to the additional insured under the policy

or policies shall be primary insurance. It is the intent of the parties to this Agreement that the

General Liability coverage required herein shall be primary to and shall seek

no

contribution

from all insurance available

to

Owner, with Owner s insurance being excess, secondary and non

contributing. The Commercial General Liability coverage provided by

Aramark

shall be

endorsed to provide such primary and non-contributing liability. f the additional insured has

other insurance which is applicable to the loss, such other insurance shall be

on

an excess or

contingent basis. Any insurance coverage (additional insured or otherwise) that Aramark

provides the District shall only cover insured liability assumed by Aramark in this Agreement;

such insurance coverage shall not otherwise cover liability in connection with or arising out

of

the wrongful or negligent acts

or

omissions of the District.

(3) Both Aramark and the District waive all rights of recovery from each other for property

damage

or

loss of use thereof, however occurring. The foregoing waiver does not apply to bodily

injury

or death claims.

(4) Notice of cancellation of

ny

insurance policies required herein shall be subject to

ACORD

5

Certificate

of

Liability standards, and will be delivered, as applicable, in accordance

with policy provisions.

7


9/26

(5) f Aramark fails to maintain the aforementioned insurance, or fails to secure and

maintain the aforementioned endorsements, District may at its option terminate

this

agreement or

obtain such insurance, and deduct and retain the amount

of

the premiums for such insurance from

any sums due under the Agreement; however, procuring

of

said insurance

by

District is an

alternative to other remedies District may have, and

is

not the exclusive remedy for failure of

Aramark

to maintain said insurance or secure such endorsement. In addition to any other

remedies District may have upon

Aramark's

failure to provide and maintain any insurance

or

policy endorsements to the extent and within the time herein required, District shall have the

right to order Aramark to stop work hereunder, and/or withhold any payment(s) which become

due to Aramark hereunder until Aramark demonstrates compliance with the requirements hereof

(6) It is agreed that Aramark's insurance shall be deemed primary with respect to any

insurance or self-insurance carried by District for liability arising out of operations under this

Agreement

7

Termination; Force Maleure

(a) Termination. f one Party (the ''Notifying Party'') considers the other Party (the

Responding Party ) to have materially breached any of its duties hereunder-, then the Notifying Party

will

give the Responding Party written notice with sufficient detail to provide the Responding Party with an

opportunity to cure the alleged breach. The Responding Party will then have thirty (30) days from receipt

of

such notice to cure the alleged breach (the

Cure

Period''). f he Notifying Par ty reasonably considers the

alleged breach not to have been substantially cured after the Cure Period has ended, then the Notifying Party

may terminate this Agreement by giving the Responding Party written notice

of

termination, and the

Notifying Party will be relieved from further performance

of

ts duties under this Agreement

thirty

(30) days

after delivery of such notice (the Transition Period''). The Parties will cooperate with each other during the

Transition Period, so that the Management Services provided under this Agreement may be transitioned to

District

or

to another service provider in an orderly manner.

(b)

f

at

any time during the term

of

this Agreement either Party considers terminating the

Agreement, such Party shall give the other Party written notice that it is considering such action, which

notice shall set forth with sufficient specificity such Party's reasons for contemplating termination.

During the following thirty (30) day period the Parties shall discuss,

in

good faith, the Party's reasons for

considering terminat ion in an effort to avoid the need for such action. Following the thirty (30) day

discussion period the Party considering termination, if not fully satisfied, may elect to terminate the

Agreement by giving the other Party sixty (60) days' written notice

of

its intention t o terminate; provided,

however, neither Party may give notice

of

its intention to terminate during the first ninety (90) days

of

operation under this Agreement.

Notwithstanding any provision in this Agreement to the contrary, Aramark may terminate this Agreement

immediately at any time if District fails to pay Aramark any amounts due Aramark hereunder within the

time period provided in this Agreement for such payment, and such failure continues for a period of

fourteen ( 14) business days following written notice by Aramark to District

of

such failure.

(c) Force Majeure. f either Party is rendered unable to perform its duties under this

Agreement, in whole

or

in part, by reason of any event that is not reasonably under its control (including,

but

not

limited to, Acts

of

God, fires, floods, earthquakes, accidents, strikes, riots, national emergencies,

and other such force majeure events), then any duty so impacted will be suspended during such event.

The Party rendered unable to perform due to force majeure must promptly notify the other Party, and

neither Party shall be responsible to the other Party for any losses resulting from such force majeure,

8


10/26

except for payment of monies owed. f either Party s inability to perform exceeds one hundred twenty

(120) days, then either Party may terminate this Agreement by written notice, effective upon the other

Party's receipt of such written notice.

( d) Prej>aid Vendor Contracts. Intentionally Deleted.

(e) Purchase of Inventory. Intentionally Deleted.

(f) Appropriation

of

Funds. f sufficient funds are not appropriated for District's proposed

budget for its next fiscal year to enable District to make payments due to Aramark under this Agreement,

then District will provide Aramark with an opinion letter and supporting documentation from District's

attorneys containing a specific description of the lack of funds, and the Agreement will terminate at the

end of the District's then current fiscal year. The District agrees that it will not contract with another

service provider for services in the nature of the Management Services during the remainder of the then

current term if this Agreement is terminated pursuant to this Section.

8.

Confidential Information and Proprietary Materials

All financial, statistical, operating and personnel materials and infonnation, including, but not limited to,

technical manuals, plans, policy and procedtll C manuals and computer programs relative to or utiliz.ed in

Aranwk s business or the business of any subsidiary or affiliate of Aramark, shall be the property of

ramark

and shall be confidential.

To

the extent permitted by law, the District shall keep such information

confidential and shall so instruct its agents, employees, and independent contractors, and the use of such

information by District in any manner shall not affect Aranwk' s ownership

or

the confidential nature of

such information. District shall not photocopy or otherwise duplicate any such materials without the prior

written consent

ofAramark

District agrees that all proprietary computer software, signage, and marketing and promotional literature

and material used by

Aramark

in providing services pursuant to this Agreement (the Proprietary

Material' ') shall remain the property

of

Aramark, notwithstanding the fact that the District may have been

charged for the use

of

such materials. Aramark grants District a non-exclusive right to use the

Proprietary Material for the

Term of

this Agreement. All patents, copyrights, trade secrets and other

proprietary rights in

or

related

to

the Proprietary Material are and will remain the exclusive property of

Aramark, whether or not specifically recognized

or

perfected. District will not take any action that

jeopardizes Aramark' s proprietary rights or acquire any rights in the Proprietary Material. Unless

otherwise agreed, Aramark will own all rights in any copy, modification, adaptation, or derivation of the

Proprietary Material, including any improvement or development thereof. District will obtain, at

Aramark.'s request, the execution of any instrument that may

be

appropriate to assign these rights to

Aramark or to perfect these rights in Aramark.'s name. Upon the conclusion or other termination

of

this

Agreement, all use of trademarks, service marks, and logos owned by Aramark or licensed to it by third

parties shall be discontinued by District and District shall immediately return any Proprietary Material to

Aramark.

Notwithstanding any provision of this Agreement to the contrary, nothing herein may be construed

as

a

limitation on District' s obligations under the Texas Public Information Act, Texas Government Code

Chapter

552

and no disclosure of materials as required by the Act shall constitute a breach of this

Agreement.

In

the event District receives a request for materials identified by Aramark as confidential,

copyrighted, trade secret,

or

proprietary, District shall promptly notify Aramark of the request and shall

permit Aramark to submit to the Texas Attorney General reasons why materials should not be released

pursuant to the Texas Government Code 552.305. District shall not be required to submit such reasons

why the materials should not be released, or to incur any expense in resisting the release of the materials

9


11/26

9.

General

Provisions

a) Notice.

Any

notice under this Agreement must be in writing, and will be effective when

delivered personally, delivered

by

a

national overnight delivery service,

or

three 3} business days after

being deposited in the United States mail postage prepaid, registered or certified}. All notices will be

addressed to the receiving Party at the following address

(or such other

address

of

which that Party has

given proper notice}:

f

o District:

WICIDTA FALLS INDEPENDENT SCHOOL DISTRICT

Attn:

Janet

Powell, Director of Support Services

1104

Broad

Street

Wichita Falls,

TX

76301

f

o Aramark:

ARAMARK MANAGEMENT SERVICES

LIMITED

PARTNERSHIP

Attn: Vice President and Chief Financial Officer, Aramark Education K-12)

Aramark Tower

1101 Market Street

Philadelphia,

PA

19107-2988

With a copy to:

ARAMARK MANAGEMENT SERVICES LIMITED PARTNERSHIP

Attn: Vice President and Associate General Counsel,

Aramark

Education K-12)

Aramark Tower

110 l Marke t Street

Philadelphia, PA 19107-2988

b) Computer Matters. District acknowledges and agrees that ramark has no responsibility

for the continued successful operation

of

any computer hardware, software

or

equipment under

computerized control other than computer hardware, software and equipment provided by, or

on

the behalf

of, Aramark), which malfunctions or ceases

to

operate

as

a result of software errors, operator errors,

infection by computer virus,

or

tampering.

c) Survival. The sections

of

this Agreement entitled Start-Up Period; Purchasing, Haz.ardous

Substances; Pre-Existing Conditions; Restrictions on Hiring Supervisory Employees; Indemnity; Insurance;

Limitation of Liability; Prepaid Vendor Contracts; Purchase of Inventory; Confidential Infonnation and

Proprietary Materials; and

Computer Matters

will survive the term and termination of this Agreement.

d) No Waiver. No waiver will

be

effective against either Party unless it

is

in writing and

signed

by

the waiving Party. A waiver of

any

particular breach of any term contained in

this

Agreement

will not operate as a waiver of that term itself, or as a waiver ofany subsequent breach thereof. The failure

of ramark or District to exercise any right or remedy available under this Agreement upon the other

Party s breach of the tenns, representations, covenants

or

conditions of this Agreement or the failure to

demand the prompt performance of

any

obligation under this Agreement shall not be deemed a waiver of i)

such

right

or

remedy; ii) the requirement of punctual performance; or iii) any right

or

remedy in

connection with any subsequent breach or default

on

the part of he other Party.

1


12/26

(e) Severability. Should any of the provisions of this Agreement be declared or detennined

by any Court

of

competent jurisdiction to be illegal or invalid, the validity

of

the remaining parts, terms

or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be

deemed not to be a part

of

this Agreement, unless the illegality or invalidity of the illegal or invalid part,

term

or

provision causes this Agreement to fail

of

its essential purpose, in which case, this entire

Agreement shall become invalid and shall be null and void.

(f) Authority. Each Party represents and warrants that it bas the requisite authority to enter

into this Agreement and to perform its duties hereunder, that the individual signing below on that Party s

behalf has all requisite authority and approvals to do so and to bind that Party, and that it has done and will

do all things necessary so that this Agreement will be valid, binding and legally enforceable upon that

respective Party.

(g) Entire Agreement; Amendments. This Agreement bas been negotiated and prepared jointly

by the Parties, and will not be construed as having been drafted by any one Party. This Agreement and

ils

Exhibits contain the

final

and complete expression

of

all agreements between the Parties with respect to the

subject matter

of

this Agreement, and supersede all prior and contemporaneous agreements between the

Parties

whether oral

or

written. Except

as

otherwise provided herein, any change, modification or

amendment of this Agreement must be in writing and signed by all Parties.

(h) Counterparts. This Agreement may be executed in multiple counterparts, including,

without limitations, by facsimile and portable document format, each

of

which will be deemed an original,

but all of which together will constitute one and the same instrument

(i) Assignment. Neither District nor

Aramark

shall assign this Agreement without the prior

written consent

of

the other; provided, however, such consent shall not be unreasonably withheld.

j) Governing Law. The agreement shall be governed by and construed in accordance with the

laws of the State of Texas without regard to the choice oflaw rules of any jurisdiction

k)

Venue. Venue for any necessary court proceedings shall

be

the court system located

in

Wichita County, Texas.

IN WITNESS WHEREOF the Parties have executed this Management Services Agreement as of the

date shown first above.

ARAMARK MANAGEMENT

SERVICES

LIMITED PARTNERSHIP

By its General Partner,

ARAMARK SMMS

LLC

By:

BW--

Brian Pressler

Authorized Signatory

WICHITA

FALLS INDEPENDENT

SCHOOL

DISTRICT

By:

dd fu; ;t _

Michael S. Kuhrt

Interim Superintendent ofSchools


13/26

EXIUBITA

FINANCIAL TERMS

A.

Aramark

Fee: All facilities, equipment and services to be provided by District under

this

Agreement shall

be

provided at District's expense. During the term

of

this Agreement, District shall pay

Aramark an annual fee for Aramark' s provision

of

the Management Services hereunder (the "Aramark

Fee"), which Aramark Fee shall

be

Two Million Six Hundred Eighty-Seven Thousand Three Hundred

Sixty-One Dollars ($2,687,361). The Aramark Fee will include (i) services for school-related activities

during after-hours and on weekends and (ii) Aramark' s corporate overhead costs including support

staff

office, warehouse storage, vehicles, radios, cellular phones and pagers.

follows :

8.

Adjustments to

Aramark Fee:

The Aramark Fee will be adjusted from time to time, as

(i) Annual

Ad ustment. Commencing on the first anniversary of he Commencement Date, and

annually on each successive anniversary hereafter, the ramark Fee will be increased by an amount

equal to the Consumer Price Index, U.S. City Average, All Items

For

All Urban Consumers, or a

comparable index

if

that index

is not

available.

ramark

shall be entitled

to

automatically

implement the foregoing increase in the

ramark

Fee.

(ii)

Prepaymept

Discoupt:

f

the entire

Aramark

Fee is prepaid by the District within fifteen

(15) days of receipt of Aramark 's annual invoice, the District shall receive a 1.5 prepayment

discount on the

Aramark

Fee.

C. Invoicing. At the beginning

of

each month during the Tenn

Aramark

will

submit to District

an

invoice for the Aramark Fee and any additional costs incurred in accordance with this Agreement

owed to Aramark for such month.

D.

Payment

Terms. All invoices submitted by Aramark to District shall be paid within 45 days

of

receipt

of

an invoice in accordance with the applicable provisions

of

the Texas Prompt Payment Act,

as set forth in Texas Government

Code

2251.001-2251.043.

E. Change in $cope. The Parties agree that the scope of the Management Services and the

corresponding

Aramark

Fee are based upon factors including but not limited to: the number, size, and

function of the Facilities; use of areas; average monthly occupancy rates, enrollment levels, employment

levels, shifts, traffic volume, etc.; departments managed; equipment; and specific duties

and

frequencies

described in the Exhibits. Any change in any such factors or in the nature

or

scope

of

Management Services

will constitute a change in scope to this Agreement. f District requests

an

expansion

or

reduction in the

Management Services provided by Aramark hereunder, the Parties shall negotiate in good faith an

equitable adjustment of the Aramark Fee commensurate with the expansion

or

reduction of such services.

n

addition, the District may request, and Aramark may provide, additional services hereunder

on

such

terms and conditions as the Parties sball mutually agree in writing.

f

Aramark's costs increase due to

increases in employee health and welfare benefits costs

or

due to causes beyond Aramark's control, the

Parties shall thereafter negotiate in good faith an increase to the Aramark Fee

to

reflect such increases in

costs.

Further, in the event that a determination is made

by

a government authority that any sale,

purchase, payment

or

use

of

property made to

or by

Aramark under this Agreement, either in whole or in

part, is subject to any sales, use, gross receipts, property or any similar

tax,

which

tax was

not

contemplated by the Parties at the Commencement Date, the full amount

of

any such

tax

liability,

12


14/26

together with any interest paid by Aramark shall be invoiced by Aramark and shall be reimbursed by

District, notwithstanding the fact that this Agreement may have expired or been terminated for any

reason by either Party prior the date

of

such determination.

F Capital Investment

In

consideration

of

District's agreement to award this Agreement to

Aramark,

ramark

shall make n initial capital investment in custodial equipment for District in an

amount up to Four Hundred Thirty-Nine Thousand Eight Hundred Forty-Three Dollars ($439,843)

(collectively, the Capital Equipment ). Any Capital Equipment purchased will at all times remain the

property

of

Aramark and upon expiration

or

termination

of

the Agreement, Aramark shall accordingly be

entitled to remove any and all Capital Equipment from District's facilities.

ramark

shall at all times

maintain inventory records ofCapital Equipment, documenting the placement into service of the original

Capital Equipment, as well as the retirement/replacement of any Capital Equipment.

In

the event any

piece

of

Capital Equipment

is

retired and replacement equipment is provided by Aramark, it shall be

included as part of Aramark's Capital Equipment inventory.

ramark

shall be entitled to remove only

the Capital Equipment for which t can adequately document its ownership on the Capital Equipment

inventory upon expiration

or

termination

of

this Agreement. Contract.

3


15/26

EXHIBITB

CUSTODIAL MANAGEMENT SERVICES PROGRAM

SCOPE

OF

SERVICES

Aramark will provide a Custodial Management Services Program ( Custodial Program )

to

District as

described in this Exhibit.

I. AREAS SERVED

Attachment CUST-1 contains a list of the Facilities that are included in the Custodial Program.

II. VENDOR CONTRACTS

Aramark will provide coordination and administrative oversight, but not management, of certain vendor

contracts identified in Attachment CUST-2 (the Managed Vendors ). All Managed Vendors will be

paid directly by District.

Ill

ARAMARK MANAGER'S RESPONSIBILITIES:

The Aramark Manager will manage the Custodial Program. The Aramark Manager

will

coordinate the

management and the activities of the Service Employees within the Custodial Department.

The Aramark Manager's duties will be

to:

consult with and

make

recommendations

t

District on custodial functions and services;

provide recommendations for staffing levels, implementation

of

procedures, and utilization

of

resources within the Custodial Department;

work with District t develop, implement,

and

maintain a Custodial Program that will comply with

the Description of Services and Frequencies set forth in this Exhibit;

produce reports related to the operation of the Custodial Department

as

mutually agreed upon by the

Parties;

develop job descriptions and standards

of

perfonnance for

ll

positions under Aramark's control;

track employment and training;

conduct Service Employee performance and progress evaluations;

payroll preparation and all other accounting functions;

bold team meetings for Service Employees

on

training and other relevant activities;

Attend certification, training and awards meetings and seminars as required from

time

to time;

Accompany the District's Director

of

Maintenance and Support Services during bis formal

inspections of school campuses perfonned four (4) days per week;

Establish and support an employee incentive program

for

maintaining a high cleanliness

standard;

Perform an inspection of two school campuses daily (following dismissal). Each inspection shall

last a minimum of 30 minutes. Inspection forms shall be submitted to the Director of

Maintenance and Support Services for review/approval;

Submit a

written

daily report to the District's Director

of

Maintenance and Support Services; and

Participate

in

security related duty/calls five days per week (Monday-Friday).

IV. MATERIALS AND SUfPLIES

ramark and District shall be responsible

for

the costs designated to each of hem in the following Cost

Responsibility Summary. Unless otherwise indicated, those costs for which Aramark is responsible, are

included in the Aramark Fee.

4


16/26

Cost Responsibility Summary

SappHes Equipment Office Space

and

Purchasing

Custodial Chemicals: i.e. floor finishes. cleaners delt:n r:nts, sanitiz.cfS. hand soaos etc.

Walle ff Mats at Buildina Entrancewavs

Custodial Supplies: i.e. mops, buckds gloves wines. naner. plastics

etc.

Custodial Fnuinmcnt i.e. va.,unm ft()()(' machines..

laddCT

etc. costin2 lc:sAhanS249)

Reulacement o f x ~ d a b l e Custodial F.nuinment

Reulacement ofNon-Ernnvlablc Custodial Bauinment

Interior Pest Control

Facilities Manucmc:nt

Software

Svstcm (Custodial MArtHemcnt TMA)

Computcrized Custodial Oualitv Assurance Svstem (software

aod

haod held PDA'sl

All Safetv and Penonal Protection ~ i n m e n t for Contractor's Staf f

Snow Removal Eauinment:- i.e. snow throwers shovels

etc.

Replacement

of

Snow Removal Equipment:- i.e., snow throwen, shovels, vehicles, plows

Walks/entrances

Snow Removal Sul)l)lies : i.c.,di>icer

Offices

and

Warehouse Snace (provided bv District and leased bv Contractor)

Utilities for Office and S t o n o ~ of&uinment

Broad Band Internet Access (Will be provided for . Modifications will be the Contractor's

,..,._,.,aibilitv and must comnlv

with

disttict

nctworlc

stalldards)

Office FumilUfe and -

t

Cnnv Fax Machines Software Comouters and nrintcrs for

''ions

Tclenhooe and Telc:nhooe l'h.anres Both Local and Lon2 Distance

Office Supo\ies and

POltallC

for Custodial and Ground On.n.tions

Communication Bauinment

Cornmc:n:ial

Laundrv Bauinment

Labor- Management and Clerical

Recruitment and

Hirin l

Manaement

and

Clerical Emnlovees

Pavment of Mana '"'""'" and Clerical Waaa

Payroll Taxes ofManaacmcot and Clerical Emolo""""

fringe Benefits and insut'lnce ofMana_ , , t and Cleric:al F.mnlo..-..

Preoaruion and

Processin11

ofManlll elllcnt and Clerical

EmpJovees

Pavmll

Workers' Com"""ution

for

Manal ClllCnt and Clerical Emnl"""""

Criminal Backornunds Checks (State and Priva1e)

Labor

- Hourlv

Recruitment

111d

Hirin11 of Hourly Emplowes

Pa""""'l ofHl'lllrlv

WaRes

Pavmll Taxes ofHourlv Emnlo""""

Fringe Benefits and Insurance of Hourly Employees

Preparation and Procesain11 ofHour lv Emplo"""" Pavml\

15

ARAMARK

District

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x

x


17/26

R M RK

District

Wortm Comnen.ution for Hourly Emolovem

x

Uniforms

and

Safetv

Shoes

for

Hourly Emolovees

x

Criminal Backcrmunds Checks


18/26

Painting.

Weekend or outside normal operations cleaning services

VIII. EXCLUSIONS

The

following are expressly excluded from

Aramark s

responsibilities under this Agreement:

Mold/mildew/fungi investigations

and

remediation is excluded. Cleaning mold/mildew is limited to

bathroom

and

shower areas to the extent that they are included in the scope of services described

above

in

this Exhibit.

Investigations remediation and abatement

of

Hazardous Substances.

7


19/26

ATTACHMENTCUST- I

BUILDINGS

TO

BE

SERVICED

UNDER

CUSTODIAL PROGRAM

Facility Type

A B

. . ~ . .

--

rookVillaoA

Elementary

27

,

028

24,325

B1,rgess

Elementary

62,301

56,071

Crockett

Elementary

,3n 54,339

Cumingham

Elementary 69

,784

62

,806

Fain Elementary

69

.528

62,575

Farris Elementary

27,040

24 ,336

RMW

Elementatv 57

,361

51,

625

Franklin

Elementary 54.627

49,164

Haynes

E

.

42,856

38 5n

Jefferwn

Elementary

70

.451

63,406

Lamar

Elementary

38

.105

34,295

MK

am

Elementary

67

,896 61 ,106

Scotland Elementary

75

,569

68

,012

ISheppard

Elementary

49,554

44

,

59\l

ScMAhem Hills

Elementary

71

,

607

64,446

Washington Math/Science

Elementary

113,036

-

101 ,732

Wfft Elementary

64

,356

57,920

Zundy Junior

High 110,967

99,870

1,132,445 1,0111.201

Hi

rschi

High School

Hl 1l School

228,356

205,520

Rider

H1 1l School

High

School

256,074

230,487

Wldllta FallsHlgh School

Hi

gh

School 382 ,736 344 ,462

887,

1116

780- ll

Barwise Junior

Hioh

68 ,272

79,445

Kirby JuniorHiah

112,736 1

01

,482

McNie l Junior High

117,585

105.

827

318,593

286,734

Carrlgan

Other

64

,692

36,815

Denver Other

9,924

8,932

Education Center

Other

102,616

92,354

Hamill Centllf

Other

32,173

28,956

Support Center Office Areas

Other

7,764 7,006

Head Start FaciMtles

(Nl N,

Rosewood)

Other

15,719 14,147

232,908 188,209

2,551,112

2,274,5113

Portable BuUdlngs

21,392 26A53

Total Square Feet for

H ~ u

2,580,504

2,301,CM

The Custodial Program and the corresponding ARAMARK Fee are based on the foregoing data provided

by

District.

Any

buildings

or

areas not listed above are excluded from the Custodial Program.

18


20/26

NOTE:

TI

ACHMENT CUST 2

VENDOR CONTRACTS UTILIZED IN

THE

CUSTODIAL PROGRAM

ANY VENDOR CONTRACTS NOT LISTED ABOVE ARE EXCLUDED FROM

THE

CUSTODIAL PROGRAM.

9


21/26

Mai

dO

Q

Areas

c

:ii

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ftl

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::::s

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Cafeteria

SW

3W

SW

NA

Classrooms

SA SA

SW

1W

Corridors

'3W

3W

SW

NA

Entrances

3W

3W

SW

NA

Gymnasiums

'3W

3W

SW

NA

Laboratories

SA

SA SW

1W

Art

Rooms

SA SA 5W

1W

Library, Music Room

SA SA

5W

1W

Offices

SA SA

5W 1W

Restrooms

SA

SA

SW

NA

Stairways SA AN 5W NA

Noles:

1. Classrooms are mopped

2. Grounds are to

be

walked for

litter

twice dally

3. Binds and shades are wiDed clown v.eekly. Cleaned SA

ATTACHMENT CUST - 3

ions Deoartmeat Cleanin2

F

-------

- -

..1

cbedule-E

2

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NA 5W 5W

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5W

1W

5W 5W 5W

AN A AN

5W

AN SW

SW 1W

NA SW SW

AN

A

AN 5W

AN

SW

SW 1W

NA

5W

SW

AN 5W

AN NA AN SW

SW 1W

SW 5W 5W AN

A

AN

5W

AN

SW 5W

1W

SW

5W

SW

AN

A

AN

SW

AN SW SW

1W

5W SW SW

AN

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5W AN

SW SW 1W

5W

5W SW

AN

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SW

5W SW

AN A

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SW

5W

5W AN

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AN

5W

SA

5W 5W 1W

NA 5W

SW

AN A

AN

NA

AN 5W

SW

1W

4. Mats are

vaa.n.rned dai

y and as needed

.

Mats are extracted 2M

SW-Five x

M 8k

SA-Semi-AnnuallY

1W-Once/Week

A-Annually

2M-2xMonth

AN-As needed

g

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2

296690.7


22/26

re as

SW-Five x week

I W-Once/Week

2M-2xMonth

I

DD

15

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23/26

Notes:

l Classrooms are mopped daily.

2. Grounds are to be walked for litter twice daily.

3

Blinds and shades arc

wiped

down weekly. Cleaned

SA

4. Mats are vacuumed daily and as needed. Mats are extracted M

5. Snow and ice removal from entry and sidewalks to street. AN

6. Replace interior light bulbs at elementary schools District will provide bulbs) AN

7. Laundering and treating custodial supplies. AN

8

Staph infection prevention procedures during the football season at

all

secondary campuses

by

means

of

weekly

disinfection

of

locker rooms using aerosols.

W August-November

9. Screen and refinish hardwood gymnasium floors A

10. Clean and seal tile or ceramic floors in schools

and

cafeteria dining areas 3x Year

11 . Light fixture cleaning up to height of 12

feet.

3


24/26

EXHIBITC

CONTRACTOR CRIMINAL BACKGROUND CERTIFICATION

Introduction: Texas Education Code Chapter 22 requires entities that contract with school districts ( Contractor )

to obtain criminal history record infonnation

( CHRij

on Covered Employees. Covered Employees

with

Disqualifying Criminal Histories are prohibited from serving at a school district. Contractors must certify

to

the

District that they have complied and must obtain similar information from subcontractors

of

every tier.

For more information or to set up

an

account, sec Exhibit 8-1 .

Definitions:

Covered Employees: All employees

of

a contractor or a subcontractor

of any

tier and individuals

who are

independent contractors and who have or will have continuing duties related to the service

to

be p rfonned at the

District and have or will

have

direct contact with students. The District will

be

the final arbiter

of

what constitutes

continuing duties

and

direct contact with students.

Disqualifying Criminal History: One

of

the following offenses,

if

at the time

of

the offense, the victim

was

under 18

or enrolled

n

a public school: (a) a felony offense under Title

5,

Texas Penal Code;

(b) an

offense for which a

defendant

is

required

to

register

as

a sex offender under Chapter

62,

Texas Code

of

Criminal Procedure; or (c)

an

equivalent offense

to

a) or (b) under federal law or the laws

of

another state.

296690.7


25/26

CONTR CTOR CERTIFIC TION

n behalf of Aramark Management Services Limited Partnership

( Contractor ), I certify that [check one]:

[ ] None

of

Contractor's employees are Covered Employees,

as

defined above.

r

[X] Some or

all of

Contractor's employees are Covered Employees. If this box is selected, I further certify that:

I) Contractor has obtained

al]

required criminal history record information, through the Texas Department

of

Public

Safety, regarding its Covered Employees. None of the Covered Employees has a Disqualifying Criminal History.

2)

If Contractor receives infonnation that a Covered Employee

has

a Disqualifying Criminal History, Contractor

will immediately remove the Covered Employee

from

contract duties and notify the District in writing within 3

business

days.

3)

Upon request, Contractor

will

provide the District with the name

and

other requested information of covered

employees so that

the

District may obtain

criminal

history record information on the Covered Employees. If the

District objects to the

assignment

of

a Covered Employee on the basis

of

the Covered Employee's criminal history

record infonnation, Contractor agrees to discontinue using that Covered Employee to provide services at the District.

also certify to the District on behalf

of

Contractor that Contractor has obtained certifications from its subcontractors

of compliance with Education Code Chapter

22.

Noncompliance by Contractor with this certification may be grounds for contract termination.

Aramark Management Services Limited Partnership

ContractorNam e :

Brian Pressler

Submitter'sName:

______________________________

Title: Authorized Signatory

Email Address: [email protected]

Telephone No. 215-238-3000

Fax No.______________

Address: 1101 Market Street, 23rd Floor

City, State and Zip Code: . . ; ; ; P . . ; . . ; h . ; . . . i l a d ' e . , . l ~ _ . . h ' i a . . . _ _ P - A - 1...

_1..;. 07

__________________

j_

Submittcr's Signature:

~ l : 1 ~ L D a t e : ~ ~

~

All related costs including background checks/fingerprinting shall be at the contractor's expense.

2


26/26

EXHIBITC-1

INSTRUCTIONS TO SCHOOL DISTRICT CONTRACTORS

REGARDING CRIMINAL HISTORY BACKGROUND SEARCHES

UNDER TEXAS EDUCATION CODE SECTION 22.0834

Texas Education Code section 22.0824 requires school district contractors ( Contractor ) to obtain state

and national criminal history record information on their employees who will have direct contact with

students, and to receive those results through the DPS criminal history clearinghouse (Fingerprint-based

Applicant Clearinghouse

of

Texas - FACT).

n

order for contractors to receive the information through

FACT, they must first establish an account with the DPS for FACT clearinghouse access. The Contractor

owner must sign a user agreement with the DPS. To obtain the user agreement and more information,

Contractor must contact:

Access and Dissemination Bureau

Texas Department

of

Public Safety

Crime Records Service

P.

0 .

Box 149322

Austin, Texas 78714-9322

Email

FACTl txdps.state.tx.us

Phone:(512)424-2365

For fastest service, please email or call. State in the message that the Contractor

is

a school district

contractor and needs to have an account established for DPS FACT clearinghouse access. Please include:

Contractor Name

Contractor Address

Contractor Phone

Name

of

Contractor point

of

contact

Phone

of

Contractor point

of

contact

Contractor email

to

be used for notification of FACT records and messages

The information in the DPS FACT Clearinghouse is confidential, and access must be restricted to the

least number of persons needed to review the records. The account must include at least one designated

supervisor to make necessary changes and to monitor the site's security and the access to the criminal

history data retrieved. Additional users must be limited to those who need to request, retrieve, or evaluate

data regarding the individual applicants.

PLEASE NOTE After the Contractor signs the DPS User Agreement for FACT, DPS will provide the

Contractor with a revised F ST ingerprint Pass that Contractor will have to provide to its employees

and applicants. Contractor's employees and applicants will use that

F ST

ingerprint Pass

when

scheduling

their

FAST

fingerprinting.

wfisd's contract with aramark

Documents