240000000806.pdf

STATE OF MICHIGAN PROCUREMENT

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 5 to

Contract Number MA240000000806

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COMPASS GROUP USA INC

171 Covington Drive

Bloomingdale IL 60108

Porter Hinton

708-435-9395

Porter.hinton@compass-usa.com

CV0059808

ST

AT

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Pr og ra m

M an ag er

Bernard G. Scott MDOC

ScottB4@michigan.gov

C on tr ac t Ad m in is tr at or Amanda Smart DTMB

517-730-8796

SmartA1@michigan.gov

CONTRACT SUMMARY

Full-Service Vending and Rental for Correctional Facilities and National Guard Installations

INITIAL EFFECTIVE DATE

May 21, 2024

INITIAL EXPIRATION DATE

April 30, 2029

INITIAL AVAILABLE OPTIONS

2 - 1 Year

EXPIRATION DATE BEFORE

April 30, 2029

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

>60 DAYS AFTER CONTRACT BEGIN DATE

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION

REVISED EXP. DATE

CURRENT VALUE

$12,000,000.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$12,000,000.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective July 1, 2026, this contract is hereby amended to include updated pricing and additional product categories, as reflected in the revised Attachment Schedule B – Pricing.

All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.

Michigan.gov/MiProcurement

Effective July 1, 2026

Contract No. 240000000806

Full-Service Vending and Rental for Correctional Facilities and National Guard Installations

Full-Service Vending and Rental for Correctional Facilities and National Guard Installations

1. The State will be entitled to receive a commission rate of 15% from the Contractor, calculated based on the total sales at each individual location, with the exception of locations in the UP, where no commission will be applicable

2. Categories for Sale

Item Number

Description Price

1.

LSS: Chips - all chip varieties including pretzels or variety snack in a chip-sized bag (1-2oz).

$1.75 - $2.25

2.

XVL Chips- Large packaged chips all varieties including pretzels (Greater than 2oz).

$3.25

3. Candy Bars all varieties $1.85 - $2.90

4. Hard Candy (Life Savers, breath mints, etc.) $1.50 - $2.75

5. Cookies all varieties $2.25

6. Crackers all varieties $2.00

7. Chewy Snacks (fruit snacks, fruit chews, etc.) $2.00

8. Bottled Juice (not to exceed 20 oz.) $2.75 - $3.00

9. Pastry $2.00 - $2.60

10. Granola Bars $2.30 - $2.80

11. Bottled Tea (not to exceed 20 oz.) $2.75 - $3.00

12. Bottled Pop (not to exceed 20 oz.) $3.25

13. Bottled Water (not to exceed 20 oz.) $2.75 - $3.25

14. Bottled Milk (not to exceed 20 oz.) $2.50

15. Coffee $1.50

16. Isotonics $3.00

17. Energy Drinks $3.50 - $4.00

18. Protein Drink $3.00 - $3.50

19. RTD Coffee $3.50 - $5.00

20. Ice Cream all kinds $2.50 - $4.50

21. Entrees – Fresh $2.50 - $5.00

22. Entrees – Frozen $2.50 - $5.00

23. Snacks – Fresh $3.50

SCHEDULE B – PRICING

Item Number

Description Price

24. Photo Tickets $2.50

25. Disposable Silverware Included

26. Disposable Plates Included

27. Condiments Included

28. Coffee Cups Included

29. Cream and Sugars Included

Rentals

Item Number

Description Price

1. Microwave $50.00 a month

2. Fridge $75.00+ a month

3. Coffee Kiosk Varies by machine type

4. Ice Machine $100.00+ a month

3. Early Termination Purchase Fee Schedule: Initial Fee amount $569,668.00 (reducing by $113,933.60 each year) – Straight line 5 year depreciation

Contractor is responsible for providing an updated list of cashless card equipment to the MDOC Program Area. If cancellation occurs, early termination purchasing will be based on the most recent cashless card equipment information provided to MDOC Program Area.

Year 1 Effective Date to Effective Date +364 calendar days

$569.668.00

Year 2 1st anniversary of Effective Date +364 days

$455,734.40

Year 3 2nd anniversary of Effective Date +364 days

$341,800.8

Year 4 3rd anniversary of Effective Date +364 days

$227,867.20

Year 5 4th anniversary of Effective Date +364 days

$113,933.60

Year 6 5th anniversary of Effective Date and beyond

Early Termination Purchase Fee Schedule is no longer applicable.

Department Technology, Management and Budget Central Procurement Services 320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

Change Notice Number 4 to Contract Number MA240000000806

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COMPASS GROUP USA INC

171 Covington Drive

Bloomingdale IL 60108

Porter Hinton

708-435-9395

Porter.hinton@compass-usa.com

CV0059808

ST

A

TE

Pr og ra m

M an ag er

Bernard G. Scott MDOC

ScottB4@michigan.gov

C on tr ac t A dm in is tr at or Amanda Smart DTMB

517-730-8796

SmartA1@michigan.gov

CONTRACT SUMMARY

Full-Service Vending and Rental for Correctional Facilities and National Guard Installations

INITIAL EFFECTIVE DATE

May 21, 2024

INITIAL EXPIRATION DATE

April 30, 2029

INITIAL AVAILABLE OPTIONS

2 - 1 Year

EXPIRATION DATE

BEFORE

April 30, 2029

PAYMENT TERMS

Net 45

DELIVERY TIMEFRAME

>60 DAYS AFTER CONTRACT BEGIN DATE

ALTERNATE PAYMENT OPTIONS

P-Card Direct Voucher (PRC) Other

EXTENDED PURCHASING

Yes No

MINIMUM DELIVERY REQUIREMENTS

N/A

DESCRIPTION OF CHANGE NOTICE

OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION

0 Years

REVISED EXP. DATE

CURRENT VALUE

$12,000,000.00

VALUE OF CHANGE NOTICE

$0.00

ESTIMATED AGGREGATE CONTRACT VALUE

$12,000,000.00

DESCRIPTION

Please note the Program Manager or Contract Administrator may have changed, and are reflected on this Change Notice.

Effective February 13, 2026, the contract is revising Exhibit 1 to Schedule A – MDOC and Schedule B as attached.

A. Exhibit 1 to Schedule A- MDOC Remove the following Facilities from the MDOC Vending Services Matrix:

A. Remove from Southern Region:

Lee McCoy Gun Range 3640 Cooper Street Jackson, MI 49201 Contact- Amanda Frederick fredericka@michigan.gov 517-780-6041

1. This location will no longer receive traditional vending services.

Instead, this site will be provided with the following items on an annual basis at no cost to the State:

• 3 cases – Spring Water, 24-pack, 16.9oz bottles

• 3 cases - 1oz chips variety pack, 50 count

• 1 box - Nature Valley Honey & Oats bars, 28 count

2. The process for supplying this location with product includes:

• MDOC’s site contact will make a request to their local subcontractor when supplies are needed.

• The subcontractor will then deliver the requested items within 2 business days of the request.

• Only items listed above and in the provided quantities will be provided to this location on an annual basis.

B. Schedule B Pricing The following items are hereby added or amended to the pricing list:

1. The State will be entitled to receive a commission rate of 15% from the

Contractor, calculated based on the total sales at each individual location, with the exception of locations in the UP, where no commission will be applicable.

2. Categories for Sale

Item Number

Description Price

1. Chips all varieties including Pretzels or variety snack in a chip-sized bag (1-2oz).

$1.50 - $2.00

2. Candy Bars all varieties $1.45 - $2.50

3. Hard Candy (Life Savers, breath mints, etc.) $1.25 - $2.50

4. Cookies all varieties $2.00

Number

Description Price

5. Crackers all varieties $2.00

6. Chewy Snacks (fruit snacks, fruit chews, etc.) $2.00

7. Bottled Juice (not to exceed 20 oz.) $2.75 - $3.00

8. Bottled Tea (not to exceed 20 oz.) $2.75 - $3.00

9. Bottled Pop (not to exceed 20 oz.) $3.00

10. Bottled Water (not to exceed 20 oz.) $2.50 - $3.00

11. Bottled Milk (not to exceed 20 oz.) $2.50

12. Coffee $1.50

13. Ice Cream all kinds $2.50 - $4.50

14. Entrees – Fresh $2.50 - $5.00

15. Entrees – Frozen $2.50 - $5.00

16. Snacks – Fresh $3.50

17. Disposable Silverware Included

18. Disposable Plates Included

19. Condiments Included

20. Coffee Cups Included

21. Cream and Sugars Included

22. XVL Chips- Large packaged chips all varieties including pretzels (Greater than 2oz).

$3.25

Rentals Item

Number Description Price

1. Microwave $50.00 a month

2. Fridge $75.00+ a month

3. Coffee Kiosk Varies by machine type

4. Ice Machine $100.00+ a month

3. Early Termination Purchase Fee Schedule: Initial Fee amount $569,668.00 (reducing by $113,933.60 each year) – Straight line 5 year depreciation

Year 1 Effective Date to Effective Date +364 calendar days

$569.668.00

Year 2 1st anniversary of Effective Date +364 days

$455,734.40

Contractor is responsible for providing an updated list of cashless card equipment to the MDOC Program Area. If cancellation occurs, early termination purchasing will be based on the most recent cashless card equipment information provided to MDOC Program Area.

Year 3 2nd anniversary of Effective Date +364 days

$341,800.8

Year 4 3rd anniversary of Effective Date +364 days

$227,867.20

Year 5 4th anniversary of Effective Date +364 days

$113,933.60

Year 6 5th anniversary of Effective Date and beyond

Early Termination Purchase Fee Schedule is no longer applicable.

STATE OF MICHIGAN

ENTERPRISE PROCUREMENT

DTMB

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Full-Service Vending and Rental for Correctional Facilities and National Guard Installations

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 21, 2024 April 30, 2029 2 - 1 Year April 30, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

171 Covington Drive

Bloomingdale IL 60108

Porter Hinton

708-435-9395

Porter.hinton@compass-usa.com

CV0023723

CANTEEN SERVICE OF N MI INC

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ScottB4@michigan.gov

Amanda Smart

517-730-8796

DTMB

Bernard G. Scott MDOC

SmartA1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

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>60 DAYS AFTER CONTRACT BEGIN DATENet 45

Change Notice Number 3

Contract Number MA240000000806 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Years

$12,000,000.00 $0.00 $12,000,000.00

DESCRIPTION

Effective July 31, 2025, the Detroit Detention Center (DDC), located at 17601 Mound Road, Detroit, MI 48212, will be removed from the list of facilities to be serviced under this Contract.

This facility is currently listed in Exhibit 1 to Schedule A - MDOC, under the Southern Region facilities list.

DTMB

320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Full-Service Vending and Rental for Correctional Facilities and National Guard Installations

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 21, 2024 April 30, 2029 2 - 1 Year April 30, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

171 Covington Drive

Bloomingdale IL 60108

Porter Hinton

708-435-9395

Porter.hinton@compass-usa.com

CV0023723

CANTEEN SERVICE OF N MI INC

C O

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ScottB4@michigan.gov

Amanda Smart

517-730-8796

DTMB

Bernard G. Scott MDOC

SmartA1@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

>60 DAYS AFTER CONTRACT BEGIN DATENet 45

Change Notice Number 2

Contract Number MA240000000806 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

0 Years

$12,000,000.00 $0.00 $12,000,000.00

DESCRIPTION

Effective 8/18/25, please note the Contract Administrator has been changed to Amanda Smart.

Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933

P.O. BOX 30026 LANSING, MICHIGAN 48909

CONTRACT CHANGE NOTICE

CONTRACT SUMMARY

Full-Service Vending and Rental for Correctional Facilities and National Guard Installations

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE

BEFORE

May 21, 2024 April 30, 2029 2 - 12 Months April 30, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

MINIMUM DELIVERY REQUIREMENTS

N/A

P-Card Direct Voucher (PRC) Other Yes No

171 Covington Drive

Bloomingdale IL 60108

Porter Hinton

708-435-9395

Porter.hinton@compass-usa.com

CV0023723

CANTEEN SERVICE OF N MI INC

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ScottB4@michigan.gov

Valerie Hiltz

(517) 249-0459

DTMB

Bernard G. Scott MDOC hiltzv@michigan.gov

C ontract

A dm inistrator Program M anagerSTA

TE

>60 DAYS AFTER CONTRACT BEGIN DATENet 45

Change Notice Number 1

Contract Number MA240000000806 to

DESCRIPTION OF CHANGE NOTICE

OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE

CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE

$12,000,000.00 $0.00 $12,000,000.00

DESCRIPTION

Effective May 1, 2025, this contract is revising language in Schedule A, Exhibit 1 to Schedule A, and Schedule B as attached.

All other terms, conditions, specifications and pricing remain the same. Per Contractor and Agency agreement, and approval of DTMB Central Procurement Services.

Schedule A Language Revisions and Changes to Exhibit 1- Schedule A-MDOC Per Change Notice #1 Effective 5/1/2025 MA 240000000806

1. Schedule A Language Revisions A. Revision to Section 1. Requirements

Revise subsection to Section 1.2 Cashless Cards to read as follows:

1.2 Cashless Cards

Contractor must provide a cashless payment process for their vending solution to be used by MDOC Prisoners and prisoner friends and family during visits.

Contractor is responsible for providing all hardware needed for their cashless solution to work.

A. MDOC requires a reloadable card solution for cashless vending.

1. Visitor cards

a) Contractor must have the ability to sell reloadable cards to visitors in facility lobbies via vending machine and/or self-service kiosks.

b) For the use of cards in visiting areas, the cards may be pre-loaded with specific amounts. Pre-loaded cards should have the ability to load additional funds if needed via a lobby kiosk or other self-service process.

c) When prisoners are moved to a new facility that is not located in the same region as serviced by one of the Contractor’s subcontractors, the Contractor will refund the prisoner’s friend or family for the reloadable card purchased in the previous region so they can purchase a new card in the region where the prisoner has been relocated to and which is serviced by a different subcontractor. The refund will include the $5.00 cost of the card plus any remaining balance on the card to the prisoner’s friend/family member.

B. Revision to Section 4. Staffing

Revise subsection to Section 4.3. Program Manager to read as follows:

4.3. Program Manager and MDOC Contract Manager

The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”). MDOC will also have a Contract Manager that will manage and coordinate with the MDOC Program Managers to ensure contract compliance.

State Program Manager: Contractor Program Manager:

MDOC:

Kinross (North Region) - George Sevarns 906-322-8499 SevarnsG@michigan.gov

Jackson (South Region) - Eames Groenleer 517-581-4867 GroenleerE@michigan.gov

CFA- Bernard Scott 517-241-8414 Scottb4@michigan.com

Kinross - BE’S Refreshments Morida Soun – CanteenOne msoun@canteenone.com 763-600-2444

DMVA:

Grayling – Thomas Campbell 989-344-4301 thomas.p.campbell22.civ@army.mil

Armory – Jeremy Dailey 517-481-7569 Jeremy.d.dailey.mil@army.mil

Morida Soun – CanteenOne msoun@canteenone.com 763-600-2444

MDOC Contract Manager:

Ed Freeman 517-290-9144 freemane1@michigan.gov

C. Revisions to Section 5.3. Reporting Revise Schedule A, Section 5.3. Reporting to read as follows:

5.3. Reporting

B. The Contractor must submit to the Program Managers and MDOC Contract

Manager or their designee(s) the following written reports:

1. Monthly Sales and Commission Report. These reports will be provided in writing to the DMVA Program Managers and the MDOC Program Managers and the MDOC Contract Manager or their designee.

a) The report will be due the 15th of the month following the month of service.

mailto:msoun@canteenone.com mailto:thomas.p.campbell22.civ@army.mil mailto:msoun@canteenone.com

b) The report will be broken down by facility and by machine to provide the monthly sales by item with sales price recorded for each.

c) The report will provide the amount of commission that will be realized by the State per Agency, per facility for that month.

Commissions to the State will be generated reflective of this data using the 15% commission basis agreed upon in this contract.

i. For MDOC, the report must also be separated by prisoner and employee vending.

ii. For MDOC, the monthly sales and Commission Report shall include sales of photo tickets by facility.

2. Reporting of resolution times for any issues reported by facilities or involving the public.

C. Annual Sales and Commission Report. The Contractor will provide to the Contract Administrator by October 31st an aggregated Annual Sales and Commission Report that captures the gross sales made and the commissions paid to each Agency, MDOC and DMVA, during the previous fiscal year (ending September 30th). The first report will encompass the period from May 1, 2024, through September 30, 2025.

Revisions to Section 8.1. Invoice Requirements Remove this section in its entirety and replace with the following:

8. Invoice and Payment

8.1. Invoice Requirements

A. All invoices submitted to the State must include:

1. Date

2. DO number

3. Quantity

4. Description of the contract activities broken down by the previous month’s service

5. Unit prices

6. Shipping costs (if any have been pre-approved and are reflected in the

DO)

7. Vendor-generated invoice number

8. Facility name

9. Total Price

10. Commissions to be paid to the State

B. MDOC Only: The Contractor must submit a monthly statement, including unpaid invoices and unapplied credits. Contractor must submit their monthly Statement to the appropriate emails indicated in Section 8.3 and cc the MDOC Program Manager and Contract Monitor. The monthly statement must include at a minimum:

1. Delivery Order (DO/PO) number,

2. Total outstanding invoice or credit amount(s),

3. Invoice or credit memo number(s),

4. Invoice or credit memo date(s),

5. Invoice due date(s), and

6. Summary of accrual of days past due on each invoice.

7. Days credit memo has been available

8.2 Payment Methods

The State will make payment for Contract Activities via Electronic Funds Transfer (EFT). Other forms of payment outside of EFT will consist of standard vending payment procedures.

8.3 Procedure

Invoices must be submitted as follows:

A. MDOC: Invoices and monthly statements must be submitted to the appropriate Regional Invoice email, as specified in the DO, by the 15th of the month following the service:

1. Southern Facilities – MDOC-JacksonAP@michigan.gov

2. Northern Facilities – MDOC-KinrossAP@michigan.gov

3. Green Oaks Training Facility – MDOC-Green-Oaks-AP@michigan.gov

B. DMVA: Monthly statement detailing total sales and 15% commission report due by the 15th of each month DMVA-AccountsPayable@michigan.gov mailto:DMVA-AccountsPayable@michigan.gov

8.4 Commission Payments

The Contractor will pay to the State 15% commissions on vended sales. The payment will be made to the State of Michigan by the 30th day of the following month in which the sales were realized. No commissions are owed for MDOC facilities located in the Upper Peninsula.

A. MDOC- Commissions owed to the Michigan Department of Corrections will be sent via three physical, monthly checks:

1. One check for PBF commissions

2. One check for Employee Club commissions)

3. One check for the Photo Ticket Sales commissions. With this check the Contractor will include a statement which breaks down the commission payment by facility.

4. Commission checks are to be sent to the following address:

State of Michigan-MDOC 206 E. Michigan Ave., Lansing, MI 48933 Attn: Finance

B. DMVA- Commissions owed to the Department of Military Veteran Affairs will be sent single, physical, monthly check to the following address:

State of Michigan- DMVA 3423 N. MLK Jr. Blvd, Bldg. 30, Suite 320 Lansing, MI 48906 Attn: Accounts Payable

2. Exhibit 1 to Schedule A- MDOC Add the following Facilities to the MDOC Vending Services Matrix

A. Add to Northern Region:

Northern Region Training Center 16708 S. Avon Street Kincheloe, MI 49788

B. Add to Southern Region:

Lee McCoy Gun Range

3640 Cooper Street Jackson, MI 49201 Contact- Amanda Frederick fredericka@michigan.gov 517-780-6041

3. Schedule B Pricing Add the following items to the pricing list:

2. Categories for Sale

Item Number

Description Price

22. Prisoner Photo Tickets $2.50

23. Prisoner Friends and Family reloadable cashless card.

(available for refund if prisoner is transferred out of region) $5.00

4. Items for Purchase by facilities

Number

Description UoM Price

1. Replacement reloadable cashless cards to be issued to Prisoners.

Each $2.25 mailto:fredericka@michigan.gov

NOTICE OF CONTRACT

NOTICE OF CONTRACT NO. 240000000806 .

between

THE STATE OF MICHIGAN

and

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Canteen One Division

ST

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Pr og ra m

M an ag er Bernard Scott MDOC

171 Covington Drive 517-241-8414

Bloomingdale, IL 60108 Scottb4@michigan.gov

Porter Hinton

C on tra ct

Ad m in is tra to r Emily Massa DTMB

708-435-9395 517-897-7321

Porter.hinton@compass-usa.com massae@michigan.gov

V Cust#

CONTRACT SUMMARY

DESCRIPTION: Full-Service Vending and Rental for Correctional Facilities and National Guard Installations

INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE

INITIAL AVAILABLE

OPTIONS

EXPIRATION DATE BEFORE

CHANGE(S) NOTED BELOW

May 1st, 2024 April 30th, 2029 2 – 1 year April 30th, 2029

PAYMENT TERMS DELIVERY TIMEFRAME

Net 45 >60 DAYS AFTER CONTRACT BEGIN DATE

ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING

☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☐ No

MINIMUM DELIVERY REQUIREMENTS

N/A

MISCELLANEOUS INFORMATION

THIS IS NOT AN ORDER. This Contract Agreement is awarded on the basis of the State’s inquiry bearing the solicitation number 23000000001376. Orders for Delivery will be issued directly by the Departments through the issuance of a Delivery Order.

ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $12,000,000.00

Department of Technology, Management and Budget 320 S Walnut St #6 Lansing, MI 48933

Version 2022-5 Page 1 of 72

STANDARD CONTRACT TERMS

This STANDARD CONTRACT (“Contract”) is agreed to between the State of Michigan (the “State”) and Canteen One Division (“Contractor”), a division of Compass Group USA, Inc, a Delaware corporation. This Contract is effective on May 1st, 2024 (“Effective Date”), and unless terminated, will expire on April 30th, 2029 (the “Term”).

This Contract may be renewed for up to two (2) additional one (1) year period(s).

Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Contract Change Notice.

The parties agree as follows:

Duties of Contractor. Contractor must perform the services and provide the deliverables described in Schedule A – Statement of Work (the “Contract Activities”). An obligation to provide delivery of any commodity is considered a service and is a Contract Activity.

Contractor must furnish all labor, equipment, materials, and supplies necessary for the performance of the Contract Activities unless otherwise specified in Schedule A.

Contractor must: (a) perform the Contract Activities in a timely, professional, safe, and workmanlike manner consistent with standards in the trade, profession, or industry; (b) meet or exceed the performance and operational standards, and specifications of the Contract; (c) provide all Contract Activities in good quality, with no material defects; (d) not interfere with the State’s operations; (e) obtain and maintain all necessary licenses, permits or other authorizations necessary for the performance of the Contract; (f) cooperate with the State, including the State’s quality assurance personnel, and any third party to achieve the objectives of the Contract;

(g) return to the State any State-furnished equipment or other resources in the same condition as when provided when no longer required for the Contract; (h) assign to the State any claims resulting from state or federal antitrust violations to the extent that those violations concern materials or services supplied by third parties toward fulfillment of the Contract; (i) comply with all State physical and IT security policies and standards which will be made available upon request; and (j) provide the State priority in performance of the Contract except as mandated by federal disaster response requirements. Any breach under this paragraph is considered a material breach.

Contractor must also be clearly identifiable while on State property by wearing identification issued by the State, and clearly identify themselves whenever making contact with the State.

State will be responsible for damages, beyond natural wear and tear, caused to the Contractor’s equipment, caused solely by negligent acts or omissions of State Employees.

Notices. All notices and other communications required or permitted under this Contract must be in writing and will be considered given and received: (a) when

Version 2022-5 Page 2 of 72 verified by written receipt if sent by courier; (b) when actually received if sent by mail without verification of receipt; or (c) when verified by automated receipt or electronic logs if sent by facsimile or email.

If to State: If to Contractor:

See Contract Administrator information shown below.

Porter Hinton

171 Covington Drive Bloomingdale IL 60108 porter.hinton@compass-usa.com

708-435-9395 Contract Administrator. The Contract Administrator, or the individual duly authorized for each party, is the only person authorized to modify any terms of this Contract, and approve and execute any change under this Contract (each a “Contract Administrator”). The Contract Administrator will be identified in Schedule A or subsequent Change Notices

Program Manager. The Program Manager for each party will monitor and coordinate the day-to-day activities of the Contract (each a “Program Manager”). The Program Manager(s) will be identified in Schedule A or subsequent Change Notices

Reserved.

Insurance Requirements. See Schedule C.

Reserved.

Reserved.

Relationship of the Parties. The relationship between the parties is that of independent contractors. Contractor, its employees, and agents will not be considered employees of the State. No partnership or joint venture relationship is created by virtue of this Contract. Contractor, and not the State, is responsible for the payment of wages, benefits and taxes of Contractor’s employees and any subcontractors. Prior performance does not modify Contractor’s status as an independent contractor. Neither party has authority to contract for nor bind the other party in any manner whatsoever.

Intellectual Property Rights. If Schedule A, Statement of Work, requires Contractor to create any intellectual property, Contractor hereby acknowledges that the State is and will be the sole and exclusive owner of all right, title, and interest in the Contract Activities and all associated intellectual property rights, if any. Such Contract Activities are works made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Contract Activities and related intellectual property do not qualify as works made for hire under the Copyright Act, Contractor will, and hereby does, immediately on its creation, assign, transfer and otherwise convey to the State, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to the Contract Activities, including all intellectual property rights therein.

Contract Activities including Software. If Contractor is providing Contract Activities that require the use of Contractor Software, the following terms apply:

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a. License Grant by Contractor: Contractor hereby grants to the State, exercisable by and through its Authorized Users, a nonexclusive, royalty-free, irrevocable right and license during the Term and such additional periods, if any, as Contractor is required to provide Contract Activities under this Contract or any Statement of Work, to: (a) access and use the Software, including in operation with other software, hardware, systems, networks and services, for the State’s business purposes, including for processing State Data; (b) generate, print, copy, upload, download, store and otherwise process all GUI, audio, visual, digital and other output, displays and other content as may result from any access to or use of the Software; (c) prepare, reproduce, print, download and use a reasonable number of copies of the Documentation for any use of the Software under this Contract; and (d) access and use the Software for all such non-production uses and applications as may be necessary or useful for the effective use of the Contract Activities hereunder, including for purposes of analysis, development, configuration, integration, testing, training, maintenance, support and repair, which access and use will be without charge and not included for any purpose in any calculation of the State’s or its Authorized Users’ use of the Software, including for purposes of assessing any Fees or other consideration payable to Contractor or determining any excess use of the Software as described below.

b. License Restrictions on the State. The State will not: (a) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Software available to any third party, except as expressly permitted by this Contract or in any Statement of Work; or (b) use or authorize the use of the Software or Documentation in any manner or for any purpose that is unlawful under applicable law.

c. Use by the State. The State will pay Contractor the corresponding Fees set forth in a Statement of Work or Pricing Schedule for all Authorized Users access and use of the Software. Such Fees will be Contractor’s sole and exclusive remedy for use of the Software, including any excess use.

d. Certification by the State to the Contractor, if applicable. To the extent that a License granted to the State is not unlimited, Contractor may request written certification from the State regarding use of the Software for the sole purpose of verifying compliance with the Contract. Such written certification may occur no more than once in any 24 month period during the Term of the Contract. The State will to respond to any such request within 45 calendar days of receipt. If the State’s use is greater than contracted, Contractor may invoice the State for any unlicensed use (and related support) pursuant to the terms of this Contract at the rates set forth in Schedule B, and the unpaid license and support fees must be payable in accordance with the terms of the Contract. Payment under this provision will be Contractor’s sole and exclusive remedy to cure these issues.

e. Definitions.

(1) “Software” means Contractor’s software as set forth in a Statement of Work, provided to the State that is necessary for use of the Contract Activities.

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(2) “Documentation” means all user manuals, operating manuals, technical manuals and any other instructions, specifications, documents or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, technical or other components, features or requirements of the Software or Contract Activities.

(3) “Authorized Users” means all persons authorized by the State to access and use the Software or Contract Activities under this Contract.

Subcontracting. Contractor may not delegate any of its obligations under the Contract without the prior written approval of the State. Contractor must notify the State at least 90 calendar days before the proposed delegation and provide the State any information it requests to determine whether the delegation is in its best interest.

If approved, Contractor must: (a) be the sole point of contact regarding all contractual matters, including payment and charges for all Contract Activities; (b) make all payments to the subcontractor; and (c) incorporate the terms and conditions contained in this Contract in any subcontract with a subcontractor. Contractor remains responsible for the completion of the Contract Activities, compliance with the terms of this Contract, and the acts and omissions of the subcontractor. The State, in its sole discretion, may require the replacement of any subcontractor.

Staffing. The State’s Contract Administrator may require Contractor to remove or reassign personnel providing services by providing a notice to Contractor.

Background Checks. Pursuant to Michigan law, all agencies subject to IRS Pub.

1075 are required to ask the Michigan State Police to perform fingerprint background checks on all employees, including Contractor and Subcontractor employees, who may have access to any database of information maintained by the federal government that contains confidential or personal information, including, but not limited to, federal tax information. Further, pursuant to Michigan law, any agency described above is prohibited from providing Contractors or Subcontractors with the result of such background check. For more information, please see Michigan Public Act 427 of 2018. Upon request, or as may be specified in Schedule A, Contractor must perform background checks on all employees and subcontractors and its employees prior to their assignment. The scope is at the discretion of the State and documentation must be provided as requested. Contractor is responsible for all costs associated with the requested background checks. The State, in its sole discretion, may also perform background checks.

Assignment. Contractor may not assign this Contract to any other party without the prior approval of the State, such consent will not be unreasonably withheld or delayed. Upon notice to Contractor, the State, in its sole discretion, may assign in whole or in part, its rights or responsibilities under this Contract to any other governmental entity. If the State determines that a novation of the Contract to another governmental entity, Contractor’s consent will not be unreasonably withheld or denied and Contractor will provide all necessary documentation and signatures.

Change of Control. Contractor will notify the State, within 30 days of any public announcement or otherwise once legally permitted to do so, of a change in Contractor’s organizational structure or ownership. For purposes of this Contract, a change in control means any of the following: (a) a sale of more than 50% of

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Contractor’s stock; (b) a sale of substantially all of Contractor’s assets; (c) a change in a majority of Contractor’s board members; (d) consummation of a merger or consolidation of Contractor with any other entity; (e) a change in ownership through a transaction or series of transactions; (f) or the board (or the stockholders) approves a plan of complete liquidation. A change of control does not include any consolidation or merger effected exclusively to change the domicile of Contractor, or any transaction or series of transactions principally for bona fide equity financing purposes.

In the event of a change of control, Contractor must require the successor to assume this Contract and all of its obligations under this Contract.

Ordering. Contractor is not authorized to begin performance until receipt of authorization as identified in Schedule A.

Acceptance. Contract Activities are subject to inspection and testing by the State within 30 calendar days of the State’s receipt of them (“State Review Period”), unless otherwise provided in Schedule A. If the Contract Activities are not fully accepted by the State, the State will notify Contractor by the end of the State Review Period that either: (a) the Contract Activities are accepted but noted deficiencies must be corrected; or (b) the Contract Activities are rejected. If the State finds material deficiencies, it may: (i) reject the Contract Activities without performing any further inspections; (ii) demand performance at no additional cost; or (iii) terminate this Contract in accordance with Section25Error! Reference source not found., Termination for Cause.

Within 10 business days from the date of Contractor’s receipt of notification of acceptance with deficiencies or rejection of any Contract Activities, Contractor must cure, at no additional cost, the deficiency and deliver unequivocally acceptable Contract Activities to the State. If acceptance with deficiencies or rejection of the Contract Activities impacts the content or delivery of other non-completed Contract Activities, the parties’ respective Program Managers must determine an agreed to number of days for re-submission that minimizes the overall impact to the Contract.

However, nothing herein affects, alters, or relieves Contractor of its obligations to correct deficiencies in accordance with the time response standards set forth in this Contract.

If Contractor is unable or refuses to correct the deficiency within the time response standards set forth in this Contract, the State may cancel the order in whole or in part.

The State, or a third party identified by the State, may perform the Contract Activities and recover the difference between the cost to cure and the Contract price plus an additional 10% administrative fee.

To the extent that Contract Activities includes the provision of a Services through the use of an online portal, as set forth the Schedule A, Statement of Work, Contractor must comply with the Service Level Agreement set forth in Schedule D of this Contract.

Delivery. Contractor must deliver all Contract Activities F.O.B. destination, within the State premises with transportation and handling charges paid by Contractor, unless

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Risk of Loss and Title. Until final acceptance, title and risk of loss or damage to Contract Activities remains with Contractor. Contractor is responsible for filing, processing, and collecting all damage claims. The State will record and report to Contractor any evidence of visible damage. If the State rejects the Contract Activities, Contractor must remove them from the premises within 10 calendar days after notification of rejection. The risk of loss of rejected or non-conforming Contract Activities remains with Contractor. Rejected Contract Activities not removed by Contractor within 10 calendar days will be deemed abandoned by Contractor, and the State will have the right to dispose of it as its own property. Contractor must reimburse the State for costs and expenses incurred in storing or effecting removal or disposition of rejected Contract Activities.

Warranty Period. The warranty period, if applicable, for Contract Activities is a fixed period commencing on the date specified in Schedule A. If the Contract Activities do not function as warranted during the warranty period, the State may return such non-conforming Contract Activities to the Contractor for a full refund.

Invoices and Payment. Invoices must conform to the requirements communicated from time-to-time by the State. All undisputed amounts are payable within 45 days of the State’s receipt. Contractor may only charge for Contract Activities provided as specified in Schedule A. Invoices must include an itemized statement of all charges.

The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if Services purchased under this Agreement are for the State’s exclusive use. Notwithstanding the foregoing, all fees are exclusive of taxes, and Contractor is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Contract.

The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Contractor of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Contractor’s continuing obligations, including claims for deficiencies or substandard Contract Activities. Contractor’s acceptance of final payment by the State constitutes a waiver of all claims by Contractor against the State for payment under this Contract, other than those claims previously filed in writing on a timely basis and still disputed.

The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Contractor must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Contractor does not register, the State is not liable for failure to provide payment.

Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Contractor against any amount payable by the State to Contractor under this Contract.

Excluding federal government charges and terms, Contractor warrants and agrees that each of the fees, economic or product terms or warranties granted pursuant to this Contract are comparable to or better than the equivalent fees, economic or

Version 2022-5 Page 7 of 72 product term or warranty being offered to any commercial or government customer (including any public educational institution within the State of Michigan) of Contractor. If Contractor enters into any arrangements with another customer of Contractor to provide the products or services, available under this Contract, under more favorable prices, as the prices may be indicated on Contractor’s current U.S.

and International price list or comparable document, then this Contract will be deemed amended as of the date of such other arrangements to incorporate those more favorable prices, and Contractor will immediately notify the State of such fee and formally memorialize the new pricing in a change notice.

Liquidated Damages. Liquidated damages, if applicable, will be assessed as expressly described in Contract. The parties understand and agree that any liquidated damages (which includes but is not limited to applicable credits) set forth in this Contract are reasonable estimates of the State’s damages in accordance with applicable law. The parties acknowledge and agree that Contractor could incur liquidated damages for more than 1 event. The assessment of liquidated damages will not constitute a waiver or release of any other remedy the State may have under this Contract for Contractor’s breach of this Contract, including without limitation, the State’s right to terminate this Contract for cause under Section Error! Reference source not found.25 and the State will be entitled in its discretion to recover actual damages caused by Contractor’s failure to perform its obligations under this Contract.

However, the State will reduce such actual damages by the amounts of liquidated damages received for the same events causing the actual damages. Amounts due the State as liquidated damages may be set off against any fees payable to Contractor under this Contract, or the State may bill Contractor as a separate item and Contractor will promptly make payments on such bills.

Stop Work Order. The State may suspend any or all activities under the Contract at any time. The State will provide Contractor a written stop work order detailing the suspension. Contractor must comply with the stop work order upon receipt. Within 90 calendar days, or any longer period agreed to by Contractor, the State will either: (a) issue a notice authorizing Contractor to resume work, or (b) terminate the Contract or delivery order. The State will not pay for Contract Activities, Contractor’s lost profits, or any additional compensation during a stop work period.

Termination for Cause. The State may terminate this Contract for cause, in whole or in part immediately, if Contractor, as determined by the State: (a) endangers the value, integrity, or security of any location, data, or personnel; (b) becomes insolvent, petitions for bankruptcy court proceedings, or has an involuntary bankruptcy proceeding filed against it by any creditor; (c) engages in any conduct that may expose the State to liability. The State may terminate this Contract for cause, in whole or in part, if Contractor fails to cure a breach within 60 days of being provided notice of such breach by State, if Contractor, as determined by the State: (a) breaches any of its material duties or obligations; or (b) fails to cure a breach within the time stated in a notice of breach. Any reference to specific breaches being material breaches within this Contract will not be construed to mean that other breaches are not material.

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If the State terminates this Contract under this Section, the State will issue a termination notice specifying whether Contractor must: (a) cease performance immediately, or (b) continue to perform for a specified period. If it is later determined that Contractor was not in breach of the Contract, the termination will be deemed to have been a Termination for Convenience, effective as of the same date, and the rights and obligations of the parties will be limited to those provided in Section 26, Termination for Convenience.

The State will only pay for amounts due to Contractor for Contract Activities accepted by the State on or before the date of termination, subject to the State’s right to set off any amounts owed by the Contractor for the State’s reasonable costs in terminating this Contract. The Contractor must pay all reasonable costs incurred by the State in terminating this Contract for cause, including administrative costs, attorneys’ fees, court costs, transition costs, and any costs the State incurs to procure the Contract Activities from other sources.

Regardless of when it may occur, if the Contract is terminated in whole or in part under this Section 25 Termination for Cause, Contractor and State acknowledge and agree that the Contractor will have no right to demand and the State will have no obligation to make any Early Termination Purchase, as described in Section 26 Termination for Convenience.

Termination for Convenience. Either Party may terminate this Contract upon 180 days’ notice, in whole or in part without penalty and for any reason or no reason, including but not limited to, appropriation or budget shortfalls. The termination notice will specify whether either Party must: (a) cease performance of the Contract Activities immediately, or (b) continue to perform the Contract Activities in accordance with Section 27, Transition Responsibilities. If the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities.

(a) Early Termination Purchase – If, within 5 years of the initial Effective Date of this Contract, State exercises its right to terminate the Contract, in whole or in part, under this Section 26 Termination for Convenience; either for no reason, or for any reason other than a budgetary shortfall or negative appropriation, Contractor will have the right to demand that State make an Early Termination Purchase of those certain pieces of Contractor’s equipment described in Exhibit 1 to Schedule A – MDOC, which were provided in support of the Contract Activities, but would subject to the termination (“Early Termination Purchase”). In no case will Contractor have any right to demand that the State make an Early Termination Purchase, if either the Contract is terminated by the Contractor (if Contractor has any right to terminate under this Contract) or by State, if the Contract is being terminated for cause, in accordance with Section 25 Termination for Cause.

Within 45 days of Contractor making a proper demand that the State make an Early Termination Purchase, the State will pay Contractor in accordance with

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(b) If Contractor properly demands that the State make an Early Termination Purchase; immediately upon payment of the amount owing, as set forth in the Early Termination Fee Schedule set forth in Schedule B, all of Contractor’s right title and interest in any of the equipment provided to State by Contractor in support of the Contract Activities will transfer to the State.

Contractor represents and warrants that it owns all right title and interest in all such equipment and that it is capable of transferring title of same to the State free of any lien or security interest of a third party.

Transition Responsibilities. Upon termination or expiration of this Contract for any reason, Contractor must, for a period of time specified by the State (not to exceed 90 calendar days), provide all reasonable transition assistance requested by the State, to allow for the expired or terminated portion of the Contract Activities to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Contract Activities to the State or its designees. Such transition assistance may include, but is not limited to: (a) continuing to perform the Contract Activities at the established Contract rates; (b) taking all reasonable and necessary measures to transition performance of the work, including all applicable Contract Activities, training, equipment, software, leases, reports and other documentation, to the State or the State’s designee; (c) taking all necessary and appropriate steps, or such other action as the State may direct, to preserve, maintain, protect, or return to the State all materials, data,…