aramar~

1101 Market Street

Philadelphia , PA 19107
TEL

215.238.3551

6/9/2015
To:

Janet Powell
Wichita Falls ISO

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

Thanks,
Theresa Witherup
Assistant to Blase laconelli

MANAGEMENT SERVICES AGREEMENT

FOR FULL SERVICE CUSTODIAL-JANITORIAL SERVICES

2"f

This MANAGEMENT SERVICES AGREEMENT (the "Agreement") is entered into this

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 to 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
Custodial

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

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'') If no written Renewal
Amendment is executed the terms of this Agreement shall control until such a written agreement is
executed.

3.

Operational Matters

(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 is 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
other'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 "StartUp 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 per
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.

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)
Purchasin~ .
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. In 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,
Aramark 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
Aramark 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 Aramark 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 Aramark may
reasonably rely on it in providing Management Services. If such information changes or is inaccurate,
then the financial terms and other obligations assumed by Aramark 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 District's
Facilities or their surrounding premises; and such duties have not been included in the Aramark 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
Facilities' 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 Districl In 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.

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 other 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 Aramark 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 Aramark 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. If 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 of which will be
provided by District to Aramark reasonably in advance.

(b)
Service Employees. Aramark will provide and pay all Service Employees Aramark
deems necessary for the efficient provision of the Management Services. The Service Employees will be
subject to the rules and regulations of District 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 Aramark Service Employee. Aramark 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 Aramark 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 of District 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 in 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

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 and 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, companysponsored 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 it is an equal opportunity and affirmative action employer,
and shall comply with all applicable federal, state and local laws and regulations relating to nondiscrimination 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
41 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 at the time of the offence the victim 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) an 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.

iii.

If it 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.

Aramark understands that any failure to comply with the requirements of this section may be grounds for
termination of its contract with the District. Instructions for complying with CHRI requirements will be
made available by the District. Instructions for complying with CHRI requirements are attached as
Exhibit C and C l.

(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 below 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. If the damages, injury, loss or
claim is caused by the negligence of both Parties, the apportionment of said damages, injury, loss or
claim shall be 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 be 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

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:

All liability ansmg 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.

Employer's Liability:

$1,000,000.00

Commercial General Liability:

Occurrence
Aggregate
Personal Injury

$1,000,000.00
$2,000,000.00
$1,000,000.00 each person

Automobile Liability:

$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 District'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 noncontributing. The Commercial General Liability coverage provided by Aramark shall be
endorsed to provide such primary and non-contributing liability. If 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 any insurance policies required herein shall be subject to
ACORD 25 Certificate of Liability standards, and will be delivered, as applicable, in accordance
with policy provisions.

(5)
If 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. If 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''). If the Notifying Party 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 its 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.

If at any time during the term of this Agreement either Party considers terminating the
(b)
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 termination 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 to 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. If 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,

except for payment of monies owed. If 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. If 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
Aramark 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 of Aramark.
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.

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}:

If to District:
WICIDTA FALLS INDEPENDENT SCHOOL DISTRICT
Attn: Janet Powell, Director of Support Services
1104 Broad Street
Wichita Falls, TX 76301

If to 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 Market Street
Philadelphia, PA 19107-2988
(b)
Computer Matters. District acknowledges and agrees that Aramark 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 of any subsequent breach thereof. The failure
of Aramark 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 the other Party.

10

(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

WICHITA FALLS INDEPENDENT SCHOOL

DISTRICT

By:

By:

BW--

Brian Pressler
Authorized Signatory

ddfu;;t:_

Michael S. Kuhrt
Interim Superintendent of Schools

11

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.

8. Adjustments to Aramark Fee: The Aramark Fee will be adjusted from time to time, as
follows :

(i)
Annual Ad!ustment. Commencing on the first anniversary of the Commencement Date, and
annually on each successive anniversary hereafter, the Aramark 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. Aramark shall be entitled to automatically
implement the foregoing increase in the Aramark Fee.
(ii) Prepaymept Discoupt: If 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. If 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.
In 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. If 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

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, Aramark shall make an 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. Aramark shall at all times
maintain inventory records of Capital 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. Aramark shall be entitled to remove only
the Capital Equipment for which it can adequately document its ownership on the Capital Equipment
inventory upon expiration or termination of this Agreement. Contract.

13

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 to 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 to 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 all 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

Aramark and District shall be responsible for the costs designated to each of them in the following Cost
Responsibility Summary. Unless otherwise indicated, those costs for which Aramark is responsible, are
included in the Aramark Fee.

14

Cost Responsibility Summary

SappHes, Equipment, Office Space, and Purchasing
ARAMARK
Custodial Chemicals: i.e. floor finishes. cleaners delt:n!r:nts, sanitiz.cfS. hand soaos etc.

District

x
x

Walle Off 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)

x
x

Reulacement ofEx~dable 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

F~inment

for Contractor's Staff

x
x
x
x
x

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

Replacement of Snow Removal Equipment:- i.e., snow throwen, shovels, vehicles, plows
Walks/entrances

Utilities for Office and Stono~ of&uinment

Broad Band Internet Access (Will be provided for. Modifications will be the Contractor's
,..,._,.,aibilitv and must comnlv with disttict nctworlc stalldards)

x
x
x
x

Office FumilUfe and -

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

Offices and Warehouse Snace (provided bv District and leased bv Contractor)

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)

x
x
x
x
x
x
x

x
Labor - Hourlv

x
x

Recruitment 111d Hirin11 of Hourly Emplowes

Pa""""'l ofHl'lllrlv WaRes
Pavmll Taxes ofHourlv Emnlo""""

Fringe Benefits and Insurance of Hourly Employees

x
x

Preparation and Procesain11 ofHourlv Emplo"""" Pavml\

15

ARAMARK

District

x
x
x
x

Wortm' Comnen.ution for Hourly Emolovem

Uniforms and Safetv Shoes for Hourly Emolovees
Criminal Backcrmunds Checks <Stale and Private)
Photo ID had ..ei fur Service Fmnlo,_.

Additional Items

x
x

Products aod Public Lilbilitv ;"~'~"r~

Travel Costs fur Contnlctor's Staff

Maintenance and Operatln2 Costs of Contractor Owned/ Leased

Equipment and Vehicles
Labor for the Maintemmce of All Enuiomeot and Vc:hicles

Removal of Trash and Garbatrc from inside Buiklinn

Removal of Trash and Garbuc from Premises (in a timelv manner)

Products and Public Liabilitv Insurance

Travel Costa for Contractor's Staff

V.

EQUIPMENT

Aramark shall provide replacement and additional equipment needed for the Custodial Program
at no additional cost to the District.
If District uses any specialized custodial software at any time during the term of the Custodial
Program, then District. at its own cost, will make such software and appropriate hardware available for
use by Aramark and the Custodial Program will incorporate use of that software.

VI.

DESCRIPTION OF SERVICES AND FREQUENCIES

The Service Employees will clean the areas as specified in Attachment CUST-3.
The Custodial Program will include annual project work during the school year including floor refinishing,
cleaning of carpet. furniture, walls, light fixtures and windows. Set-up and take-down for regularly
scheduled or routine school-sponsored events, or as otherwise mutually agreed upon by the Parties.

VII.

EXTRA SERVICES

The scope of the Custodial Program is limited to the description provided in this Exhibit and its
Attachments, but Aramark may, at District's request, schedule and provide other services, for a mutually
agreeable additional fee . These optional services include:

Cleaning of art room kilns, ovens, countertops and sinks.

Cleaning of music room equipment.
Cleaning of kitchen equipment and vent hoods.
Gym floor refinishing.
Floor, carpet and furniture repairs.
Cleaning of all machinery and equipment in boiler, fan, and air compressor rooms, and
all building systems' mechanical equipment located anywhere outside such areas.
Security services.

16

VIII.

Painting.
Weekend or outside normal operations cleaning services

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.

17

ATTACHMENTCUST- I
BUILDINGS TO BE SERVICED UNDER CUSTODIAL PROGRAM
Facility

-'-

........ A

Type

~..,,~,.,.

BrookVillaoA

Elementary

27,028

B1,rgess

Elementary

62,301

Crockett

Elementary

eo,3n

54,339

Cumingham

Elementary

69,784

62,806

Fain

Elementary

69.528

62,575

Farris

Elementary

27,040

24,336
51 ,625

24,325
56,071

RMW

Elementatv

57,361

Franklin

Elementary

54.627

49, 164

Haynes

42,856

38,5n

Jefferwn

Elementary

70.451

63,406

Lamar

Elementary

38.105

34,295

MK am

Elementary

67,896

61 ,106

Elementary

75,569

68,012

Elementary

49,554

44,59\l

Scotland

Pa~

I Sheppard

...........

ScMAhem Hills

Elementary

71 ,607

64,446

Washington Math/Science

Elementary

113,036

101 ,732

Wfft
Zundy

Elementary

64,356

Junior High

110,967

99,870

1,132,445

1,0111.201

Hirschi High School

Rider H1'1l School

Hl'1l School
High School

Wldllta FallsHlgh School

High School

57,920

228,356

205,520

256,074

230,487

382,736

344,462

887, 1116

780-"ll

Barwise

Junior Hioh

68,272

79,445

Kirby

JuniorHiah

112,736

101 ,482

McNiel

Junior High

117,585

105.827

318,593

286,734
36,815

Carrlgan

Other

64,692

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

Portable BuUdlngs
Total Square Feet for wH~u

15,719

14,147

232,908

188,209

2,551,112

2,274,5113

21,392

26A53

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

ATIACHMENT CUST - 2
VENDOR CONTRACTS UTILIZED IN THE CUSTODIAL PROGRAM

NOTE:

ANY VENDOR CONTRACTS NOT LISTED ABOVE ARE EXCLUDED FROM

THE CUSTODIAL PROGRAM.

19

Mai

ATTACHMENT CUST - 3
ions Deoartmeat Cleanin2 F ------- Scbedule-E

dO

------

--

-..1

c
:ii

Areas

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!.

5W
5W
SW
5W
5W
5W
SW
5W
5W
5W
5W

.!

SW

3W

SW

NA

NA

SA

5W

NA

NA

Entrances

3W

NA

NA

Gymnasiums

'3W

SW
SW
SW
SW

1W

Corridors

SA
'3W

NA

SW

Laboratories

SA

SW

Art Rooms

Restrooms

SA
SA
SA
SA

1W
1W
1W
5W 1W

Stairways

SA

Offices

:c

Cafeteria

Library, Music Room

Cl)

Classrooms

3W
3W
3W

ii
>

-~

SA
SA
SA
SA

SW
5W
5W

5W
5W

SA

SW

NA

SW
SW

AN

5W

NA

NA

~-

..~ ~

=
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=
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at

5W
5W
SW
SW
5W

AN

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SW

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SW
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c
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AN

NA

AN

SW
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SW
SW

AN

A
A

AN

SW

AN

AN

AN

AN

AN

AN

AN

AN

AN
AN
AN
SA

SW
SW

AN

5W
SW
5W
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5W
5W

AN

AN

AN

AN

NA

AN

AN

:c r!

ClD

cIll

l:
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(!)

5W
SW

AN

SW
SW

5W
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5W
5W
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.g

!,,,

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iii

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1W
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NA

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SA

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NA
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!
~

NA

NA

NA

SW
SW

SA
SA

SW
5W

SA
SA

NA

NA

SW
5W
5W
SW
5W

SW

SA

NA

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
4. Mats are vaa.n.rned dai y and as needed. Mats are extracted 2M

SW-Five x 'M!8k
1W-Once/Week
2M-2xMonth

NA

2M
2M

NA

SA-Semi-AnnuallY
A-Annually
AN-As needed

296690.7

NA

SA
SA
SA
SA
SA
SA

.!!

SW

NA

SW

cIll

:I
5W 2M
SW
NA

SW
SW
SW

IClll

NA
NA
NA
AN

NA

2M

Cleaning Frequency Schedule - Sec:ondary

DD

re as

DD

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I W-Once/Week
2M-2xMonth

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A-Annually
AN-As needed

Cl.,

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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 2M
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.
1W 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.

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 perfonned 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 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) an
equivalent offense to (a) or (b) under federal law or the laws of another state.

296690.7

CONTRACTOR CERTIFICATION
On behalf of Aramark Management Services Limited Partnership

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

[ ] None of Contractor's employees are Covered Employees, as defined above.

Or
[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.
I 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
Contractor N a m e : - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Submitter'sName: _ _Brian
_ _Pressler
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __

Title: Authorized Signatory

Email Address:

Pressler-Brian@aramark.com

Telephone No.

215-238-3000

Fax No. _ _ _ _ _ _ _ _ _ _ _ _ _ __

Address: 1101 Market Street, 23rd Floor

City, State and Zip Code: _..;;;P..;..;h.;...il""ad""'e.,.l~_..h""'ia...__P"-A-1...9_1..;.,07_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __

N_j_

Submittcr's Signature: ________~~-l:1~--L---------Date:_ _ _Gz

_-_.9~---'~5
~--All related costs including background checks/fingerprinting shall be at the contractor's expense.

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). In 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 FAST Fingerprint Pass that Contractor will have to provide to its employees
and applicants. Contractor's employees and applicants will use that FAST Fingerprint Pass when

scheduling their FAST fingerprinting.