550-25_41454_Hilltop_Cafe_MOA_Fully_Executed_2024-08-21.pdf

ODOT AGREEMENT 41454

MEMORANDUM OF AGREEMENT BETWEEN

TASTE OF THE BEST CATERING, LLC

AND

THE OHIO DEPARTMENT OF TRANSPORTATION

FOR

CAFETERIA SERVICES AT 1980 WEST BROAD STREET

This Memorandum of Agreement ("MOA'') is made between Taste of the Best Catering, LLC, (“TOTBC”) having an address of 1542 Parsons Avenue, Columbus, Ohio 43207, and the Ohio Department of Transportation ("ODOT") having an address of 1980 West Broad Street, Columbus, Ohio 43223, Either may be referred to singularly as the “Party” and may be referred to collectively as the "Parties."

WHEREAS, Ohio Revised Code Chapters 5501 & 5513 provide, among other things, that the Director of Transportation may operate transportation facilities, including office facilities, and enter into agreements for the procurement of supplies and services for ODOT and its employees;

and

WHEREAS, the Director has posted, for competitive selection, RFP 550-25 (the “RFP) seeking proposals to operate cafeteria service for the use of the employees and visitors of the Hilltop Complex as defined in the RFP department employees, among others, and to be operated from the lower level of 1980 West Broad Street, Columbus, Ohio (hereinafter referred to interchangeably as the” Facility", “cafeteria” or “café”); and

WHEREAS, prior vendors have operated a cafeteria in this location since the opening of the building circa 1993; and

WHEREAS, Taste of the Best Catering, LLC is the only company to provide a responsive proposal in response to the RFP. Said proposal has been reviewed and determined to be acceptable to ODOT in its entirety with the exceptions/ changes noted herein; and

WHEREAS, the Parties have negotiated the exceptions/changes to the RFP with full knowledge and in good faith; and

NOW THEREFORE, for and in consideration of the mutual covenants hereinafter stipulated to be kept and performed, it is agreed by the Parties as follows:

1. RECITALS INCORPORATED

The foregoing recitals are hereby incorporated into and serve as a material part of this MOA.

2. PURPOSE

2.1. The purpose of this MOA is to establish guidelines for the Parties and to memorialize the exceptions to the RFP cooperatively established during an on-site visit held in the café seating area on Thursday, August 8, 2024, from 2:00 PM – 3:30 PM.

2.2. RFP 550-25 was separately executed by the Parties and is incorporated herein and made part hereof.

3. RESPONSIBILITIES OF THE PARTIES

In addition to the responsibilities outlined in sections 1.5.11 and 1.6 of the RFP, the Parties agree as follows:

3.1. TASTE OF THE BEST CATERING, LLC shall:

A. Be responsible for any extraordinary maintenance and repairs to the Facility and equipment contained and provided therein by ODOT, that are needed because of their errors, actions or failure to act; and

B. Acquire, install, and provide continuous communications services, including internet and telephone service(s) required to conduct business within the Facility; and

C. Perform daily cleaning services to the entire Facility including but not limited to the Food Serving and Food Preparation areas, except for the dining area; and

D. Prior to café opening, provide to ODOT a comprehensive checklist of cleaning services with frequencies of all areas listed above in 3.1.C of this MOA; and

E. Park all staff vehicles in the main ODOT parking lot during normal business hours; and F. Ensure all staff enter and check in with the main entrance security guard between the hours of 6:00 PM and 5:00 AM, Monday through Friday, and all day Saturday and Sunday; and

G. Professionally communicate and cooperate with the Opportunities for Ohioans with Disabilities( “OOD”) Licensed Blind Operator to ensure products sold in the café are not in direct competition with those provided in building vending machines; and

H. Provide, as soon as possible, prior notice to ODOT of their intent to work outside the normal working hours identified in Section 3.2 D, below. If TOTBC determines a need for afterhours staffing, they will notify ODOT of their proposed staffing schedule as soon as possible.

3.2. ODOT shall:

A. Be responsible for all ordinary maintenance of Facility operations and to keep the Facility and equipment in a safe and operable condition; and

B. Provide utilities services including heating, cooling, water, sewer, and waste disposal;

and

C. Cause to be provided, kitchen hood cleaning as required; and D. Make certain that the Facility is open for access by TOTBC employees from 5:00 AM to

6:00 PM, Monday through Friday, excluding state observed holidays and other pre-arranged staffing plans; and

E. Provide access to the Facility, including loading dock access, outside of the hours identified above to Jenine Blackwell and Stacy Robinson only.

4. EXCEPTIONS / CHANGES TO THE RFP

4.1. The Parties have agreed to café hours of 6:30 AM to 2:00 PM, Monday through Friday, with the Parties understanding that hours of operation may be flexible on a day to day basis. Any changes to the hours of operation shall be mutually agreed upon by the Parties prior to changes taking effect and shall be publicized in advance by the Parties to the users of the café.

4.2. The Parties have agreed that the Facility may be used to prepare food items sold outside the Facility including, but not limited to, TOTBC School Lunch Program and outside catering meal preparation, with the clear understanding that food service operations to the Hilltop Complex employees and visitors shall take priority over any other food service work. This statement does not permit TOTBC to hold outside events within the Facility or elsewhere within the Hilltop Complex at any time. This permission is subject to negotiation prior to the initial contract term ending October 31, 2025.

A. Compensation from TOTBC to ODOT for all sales from the food service operations listed in Section 4.2 above, shall be 0% until April 30, 2025. The Parties agree to negotiate the compensation method to be effective May 1, 2025, through the remainder of the term.

B. Under no circumstance shall ODOT owned equipment, property, or sundries be removed from the premises for use off site.

4.3. Notwithstanding any other provision in this Agreement, the RFP, or TOTBC Proposal, ODOT agrees to waive the compensation requirements for all food service items purchased or provided to Hilltop Complex employees and visitors for the initial contract term ending October 31, 2025; and

A. Every six (6) months of café operation, TOTBC shall generate a comprehensive sales report(s) from their point-of-sale system and provide them to ODOT for review. The Parties may schedule a virtual or in-person meeting to review and discuss the sales report(s).

B. Sixty (60) days prior to the end of the compensation waiver period, October 31, 2025, TOTBC shall generate comprehensive sales reports from their point-of-sale system and provide them to ODOT for review. The Parties shall then schedule a virtual or in-person meeting to review and discuss the waiver period operation and cooperatively negotiate future compensation to ODOT.

5. MISCELLANEOUS PROVISIONS

5.1. Upon execution of this MOA, TOTBC will begin the process of coordinating staffing, acquiring health department licensing, and performing required activities to prepare the Facility for operation. The Parties agree to work cooperatively in providing access to the Facility as soon as possible after execution of this MOA.

5.2. It is fully understood and agreed that TOTBC is an independent contractor and neither TOTBC nor its employees or personnel shall at any time, or for any purpose, be considered agents, servants, or employees of ODOT or the State of Ohio, or public employees for the purpose of Ohio Public Employees Retirement Systems benefits.

5.3. TOTBC shall be responsible for all of its own business expenses in addition to those listed in the RFP including, but not limited to the cost of all licenses, permits, employees’ wages and salaries, insurance of every type and description, all business and personal taxes including income and Social Security taxes and contributions for Workers’ Compensation and Unemployment Compensation coverage, if any.

5.4. TOTBC will have the Facility fully operational as a cafeteria by October 7, 2024.

5.5. Notices shall be sent, or otherwise delivered, to the following persons:

Regarding ODOT: Charlie Stewart

Facilities Program Administrator ODOT Central Office Maintenance and Building Services 1980 W. Broad Street Mail Stop 231L Columbus, Ohio 43223

(p) 614.387.3093 (m) 614.307.7337 charles.stewart@dot.ohio.gov

Regarding Taste of the Best Catering, LLC:

Jenine Robinson

1542 Parsons Avenue Columbus, OH 43207

(p) 614.358.4559 contactus@tasteofthebestcatering.com

5.6. Any provision of this MOA found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the MOA.

5.7. Neither this MOA nor any rights, duties, or obligations described herein shall be assigned or subcontracted by TOTBC without the prior express written consent of ODOT.

5.8. Maintenance and Access to Records

A. All records regarding and produced pursuant to this MOA shall be kept in a manner which is consistent with generally accepted accounting procedures and maintained for at least three years after the completion of this MOA.

B. Each of the Parties shall maintain all books, documents, papers, correspondence, accounting records and other evidence pertaining to the cost incurred under this MOA and shall make such materials available at their respective offices at all reasonable times during the period of this MOA.

C. ODOT shall have the ability to "audit" the books of TOTBC. Any documents provided to ODOT are considered to be a public record unless marked as confidential by mailto:charles.stewart@dot.ohio.gov mailto:chefbrooke@bleuandfig.com

TOTBC. ODOT shall notify TOTBC if a public records request is made seeking review of any documents marked as confidential. If determined by ODOT to be a public record, ODOT shall inform TOTBC of their intent to release the document(s) and TOTBC shall be responsible for taking any legal action to determine their claim of confidentiality.

5.9. Audit

Each of the Parties acknowledges that they may be required to submit to an audit of funds paid through this MOA.

5.10. Compliance with Laws

A. TOTBC, in the execution of its duties and obligations under this MOA, agrees to comply with all applicable federal, state, and local laws, rules, regulations and ordinances.

B. TOTBC agrees to comply with all appliable federal, state, and local laws regarding drug-free workplaces and shall make a good faith effort to ensure that all its employees and permitted contractors while working on State property will not purchase, transfer, use or possess illegal drugs or alcohol, or abuse prescription drugs in any way. TOTBC understands that ODOT receives federal money and that under the Federal laws, marijuana is an illegal drug.

C. TOTBC agrees to comply with all appliable federal, state, and local laws regarding equal employment opportunity and shall not discriminate against any of their employees or applicants for employment because of race, color, religion, sex, national origin (ancestry), military status (past, present, or future), disability, age (40 years of age or older), genetic information or sexual orientation.

D. TOTBC agrees that their employees and subcontractors, if any, shall obtain and maintain all required permits, licenses, registrations, and approvals, as well as comply with all health, safety, and environmental statutes, rules, or regulations in the performance of work activities under this Agreement. Failure to do so may be deemed a material breach of this MOA and grounds for termination. TOTBC shall not subcontract any of its duties under this MOA or the RFP without prior written consent by ODOT, and shall be responsible for all employee wages, salaries, benefits, and compensation.

5.11. ENTIRE AGREEMENT

This MOA contains the entire agreement between the Parties and shall not be modified, amended, or supplemented, or any rights herein waived, unless specifically agreed upon in writing by the Parties. This MOA supersedes all previous agreements, whether written or oral, between the Parties except for the RFP .

6. NON-COLLUSION

The undersigned attests, subject to the penalties for perjury, that he/she is the properly authorized representative, agent, member or officer of the Parties, that he/she has not, nor has any other member, employee, representative, agent or officer of the Parties, directly or indirectly, to the best of his/her knowledge, entered into or offered to enter into any combination, collusion or agreement to receive or pay, and that he/she has not received or paid, any sum of money or other consideration for the execution of this MOA other than that which appears upon the face of this MOA.

7. EFFECTIVE DATE AND TERM

This MOA is effective upon the date of the last signature below and shall remain in effect until October 31, 2025. This MOA may be renewed in writing, signed by both Parties, for up to two (2), one (1) year periods, under the same terms and conditions, or as modified. In no case shall any renewals be entered into that continue this MOA beyond October 31, 2027.

8. TERMINATION

This agreement may be terminated, by written agreement of the Parties, upon sixty (60) days prior written notice to the other Party.

9. SIGNATURES

Any person executing this MOA represents that he/she has been duly authorized to execute this MOA. This MOA may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute the same instrument.

The Parties hereunto have caused the MOA to be duly executed as of the last day and year written below.

TASTE OF THE BEST CATERING, LLC OHIO DEPARTMENT OF

TRANSPORTATION

By: Jenine Robinson By: Jack Marchbanks, Ph.D.

Co-Owner & CEO Director

Date: _________________________________ Date: _______________________________

By: Stacy Robinson

Co-Owner & COO

Date: _________________________________

8/21/2024