FOODWORKS CONTRACT.DOCX

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CONTRACT PH RFP 220179
This Contract is entered into this 1st day of February 2022 by and between Maricopa County (“County”), a political 
subdivision of the State of Arizona, and Compass Group USA, Inc DBA FoodWorks, (“Contractor”) for the 
purchase of CATERING SERVICES FOR PEOPLE AFFECTED BY COVID. 
1.0
CONTRACT TERM:
1.1
This Contract is for a term of three (3) years, beginning on the 1st day of February 2022 and ending 
the 31st day of December 2024.
1.2
The County may, at its option and with the agreement of the Contractor, renew the term of this 
Contract for additional terms up to a maximum of two (2) additional years, (or at the County’s sole 
discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after 
expiration).  The County shall notify the Contractor in writing of its intent to extend the Contract 
term at least sixty (60) calendar days prior to the expiration of the original contract term, or any 
additional term thereafter.
1.3
CONTRACT COMPLETION:
The Contractor shall make all reasonable efforts for an orderly transition of its duties and 
responsibilities to another provider and/or to the County.  This may include, but is not limited to the 
preparation of a transition plan and cooperation with the County or other providers in the transition. 
The transition includes the transfer of all records, and other data in the possession, custody or control 
of Contractor required to be provided to the County either by the terms of this agreement or as a 
matter of law. The provisions of this clause shall survive the expiration or termination of this 
agreement.
2.0
PRICE ADJUSTMENTS:
Any requests for reasonable price adjustments must be submitted sixty (60) calendar days prior to the 
Contract annual anniversary date.  Requests for adjustment in cost of labor and/or materials must be supported 
by appropriate documentation.  The reasonableness of the request will be determined by comparing the 
request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted 
price terms, County shall issue written approval of the change and provide an updated version of the Contract. 
The new change shall not be in effect until the date stipulated on the Contract.
3.0
PAYMENTS:
3.1
As consideration for performance of the duties described herein, County shall pay Contractor the 
sum(s) stated in Exhibit “A.”
3.2
Payment shall be made upon the County’s receipt of a properly completed invoice.
3.3
INVOICES:

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3.3.1
The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) 
will be made. Incomplete invoices will not be processed.  At a minimum, the invoice must 
provide the following information:
•
Company name, address and contact
•
County bill-to name and contact information
•
Contract Serial Number 
•
County purchase order number
•
Project name and/or number
•
Invoice number and date
•
Payment terms
•
Date of service or delivery
•
Quantity (number of days or weeks)
•
Contract Item number(s)
•
Description of Purchase (product or services)
•
Pricing per unit of purchase
•
Total Amount Due
 
3.3.2
Problems regarding billing or invoicing shall be directed to the Department as listed on the 
Purchase Order.
 
3.3.3
Payment shall only be made to the Contractor by Accounts Payable through the Maricopa 
County Vendor Express Payment Program.  This is an Electronic Funds Transfer (EFT) 
process.  After Contract Award the Contractor shall complete the Vendor Registration 
Form located on the County Department of Finance Vendor Registration Web Site 
(http://www.maricopa.gov/922/Vendors).
 
3.3.4
Discounts offered in the contract shall be calculated based on the date a properly completed 
invoice is received by the County. 
 
3.3.5
EFT payments to the routing and account numbers designated by the Contractor will 
include the details on the specific invoices that the payment covers.  The Contractor is 
required to discuss remittance delivery capabilities with their designated financial 
institution for access to those details.
3.4
APPLICABLE TAXES:
3.4.1
Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any 
installation labor on items that are not attached to real property performed by Contractor 
under the terms of this Contract, the installation labor cost and the gross receipts for 
materials provided shall be listed separately on the Contractor’s invoices.
3.4.2
State and Local Transaction Privilege Taxes: To the extent any State and local transaction 
privilege taxes apply to sales made under the terms of this Contract it is the responsibility 
of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of 
authority.
3.4.3
Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and 
local taxes applicable to its operation and any persons employed by the Contractor. 
Contractor shall, and require all subcontractors to hold Maricopa County harmless from 
any responsibility for taxes, damages and interest, if applicable, contributions required 
under Federal, and/or State and local laws and regulations, and any other costs including; 
transaction privilege taxes, unemployment compensation insurance, Social Security, and 
Worker’s Compensation.
3.5
TAX (SERVICES):

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No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor 
to determine any and all applicable taxes. 
3.6
STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):
The County is a member of the $AVE cooperative purchasing group.  $AVE includes the State of 
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.  
Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful 
Respondent under this solicitation, a member of $AVE may access a contract resulting from a 
solicitation issued by the County.
3.7
INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):
County currently holds ICPA’s with numerous governmental entities.  These agreements allow 
those entities, with the approval of the Contractor, to purchase their requirements under the terms 
and conditions of the County Contract.  It is the responsibility of the non-County government entity 
to perform its own due diligence on the acceptability of the Contract under its procurement rules, 
processes and procedures.
4.0
AVAILABILITY OF FUNDS:
4.1
The provisions of this Contract relating to payment for services shall become effective when funds 
assigned for the purpose of compensating the Contractor as herein provided are actually available 
to County for disbursement.  The County shall be the sole judge and authority in determining the 
availability of funds under this Contract.  County shall keep the Contractor fully informed as to the 
availability of funds.
4.2
If any action is taken by, any State agency, Federal department, or any other agency or 
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, 
this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in 
connection with, this Contract.  In the event of termination, County shall be liable for payment only 
for services rendered prior to the effective date of the termination, provided that such services are 
performed in accordance with the provisions of this Contract.  County shall give written notice of 
the effective date of any suspension, amendment, or termination under this Section, at least ten (10) 
days in advance.
5.0
DUTIES:
5.1
The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by 
the Procurement Officer.
6.0
TERMS AND CONDITIONS:
6.1
INDEMNIFICATION:
To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are 
not covered and paid by insurance purchased by the Contractor, the Contractor shall defend 
indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, 
directors, officials, and employees from and against all claims, damages, losses, and expenses 
(including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and 
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the 
negligent acts, errors, omissions, or mistakes relating to the performance of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, 
agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, 
loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment 
of, or destruction of tangible property, including loss of use resulting there from, caused by negligent 
acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused

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by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly 
employed by them, or anyone for whose acts they may be liable, regardless of whether or not such 
claim, damage, loss, or expense is caused in part by a party indemnified hereunder.
The amount and type of insurance coverage requirements set forth herein will in no way be construed 
as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to the sole negligence of County.
6.2
INSURANCE:
6.2.1
Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated 
minimum insurance from a company or companies duly licensed by the State of Arizona 
and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, 
the stipulated insurance may be purchased from a company or companies, which are 
authorized to do business in the State of Arizona, provided that said insurance companies 
meet the approval of County.  The form of any insurance policies and forms must be 
acceptable to County.
6.2.2
All insurance required herein shall be maintained in full force and effect until all work or 
service required to be performed under the terms of the Contract is satisfactorily completed 
and formally accepted.  Failure to do so may, at the sole discretion of County, constitute a 
material breach of this Contract.
6.2.3
Contractor’s insurance shall be primary insurance as respects County, and any insurance 
or self-insurance maintained by County shall not contribute to it.
6.2.4
Any failure to comply with the claim reporting provisions of the insurance policies or any 
breach of an insurance policy warranty shall not affect the County’s right to coverage 
afforded under the insurance policies.
6.2.5
The insurance policies may provide coverage that contains deductibles or self-insured 
retentions. Such deductible and/or self-insured retentions shall not be applicable with 
respect to the coverage provided to County under such policies.  Contractor shall be solely 
responsible for the deductible and/or self-insured retention and County, at its option, may 
require Contractor to secure payment of such deductibles or self-insured retentions by a 
surety bond or an irrevocable and unconditional letter of credit.
6.2.6
The insurance policies required by this Contract, except Workers’ Compensation and 
Errors and Omissions, shall name County, its agents, representatives, officers, directors, 
officials and employees as Additional Insureds.
6.2.7
The policies required hereunder, except Workers’ Compensation and Errors and 
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against 
County, its agents, representatives, officers, directors, officials and employees for any 
claims arising out of Contractor’s work or service.
6.2.8
Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella 
insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.  The 
policy shall include coverage for premises liability, bodily injury, broad form property 
damage, personal injury, products and completed operations and blanket contractual 
coverage, and shall not contain any provisions which would serve to limit third party action 
over claims.  There shall be no endorsement or modifications of the CGL limiting the scope 
of coverage for liability arising from explosion, collapse, or underground property damage.

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6.2.9
Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial 
Umbrella insurance with a combined single limit for bodily injury and property damage of 
not less than $2,000,000 each occurrence with respect to any of the Contractor’s owned, 
hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work 
or services or use or maintenance of the premises under this Contract. 
6.2.10
Workers’ Compensation:
Workers’ Compensation insurance to cover obligations imposed by Federal and State 
statutes having jurisdiction of Contractor’s employees engaged in the performance of the 
work or services under this Contract; and Employer’s Liability insurance of not less than 
$1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 
disease policy limit. 
Contractor, its contractors and its subcontractors waive all rights against Contract and its 
agents, officers, directors and employees for recovery of damages to the extent these 
damages are covered by the Workers’ Compensation and Employer’s Liability or 
commercial umbrella liability insurance obtained by Contractor, its contractors and its 
subcontractors pursuant to this Contract.
6.2.11
Professional Liability:
Contractor shall maintain Professional Liability insurance which will provide coverage for 
any and all acts arising out of the work or services performed by the Contractor under the 
terms of this Contract, with a limit of not less than $1,000,000 for each claim, and 
$3,000,000 aggregate claims.
6.2.12
Certificates of Insurance:
6.2.15.1 Prior to Contract award, Contractor shall furnish the County with valid and 
complete certificates of insurance, or formal endorsements as required by the 
Contract in the form provided by the County, issued by Contractor’s insurer(s), as 
evidence that policies providing the required coverage, conditions and limits 
required by this Contract are in full force and effect.  Such certificates shall 
identify this contract number and title.
6.2.15.2 In the event any insurance policy(ies) required by this Contract is(are) written on 
a claims made basis, coverage shall extend for two years past completion and 
acceptance of Contractor’s work or services and as evidenced by annual 
Certificates of Insurance.
6.2.15.3 If a policy does expire during the life of the Contract, a renewal certificate must 
be sent to County fifteen (15) calendar days prior to the expiration date.
6.2.13
Cancellation and Expiration Notice:
Applicable to all insurance policies required within the Insurance Requirements of this 
Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be 
canceled, or be materially changed for any reason without thirty (30) days prior written 
notice to Maricopa County. Contractor must provide to Maricopa County, within two (2) 
business days of receipt, if they receive notice of a policy that has been or will be 
suspended, canceled, materially changed for any reason, has expired, or will be 
expiring.  Such notice shall be sent directly to Maricopa County Office of Procurement 
Services and shall be mailed or hand delivered to 320 West Lincoln Street, Phoenix, AZ 
85003, or emailed to the Procurement Officer noted in the solicitation.

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6.3
FORCE MAJEURE:
6.3.1
Neither party shall be liable for failure of performance, nor incur any liability to the other 
party on account of any loss or damage resulting from any delay or failure to perform all 
or any part of this Contract if such delay or failure is caused by events, occurrences, or 
causes beyond the reasonable control and without negligence of the parties.  Such events, 
occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, 
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities 
(whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military 
or usurped power or confiscation, terrorist activities, nationalization, government sanction, 
lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or 
telecommunication service.
6.3.2
Each party, as applicable, shall give the other party notice of its inability to perform and 
particulars in reasonable detail of the cause of the inability.  Each party must use best 
efforts to remedy the situation and remove, as soon as practicable, the cause of its inability 
to perform or comply.
6.3.3
The party asserting Force Majeure as a cause for non-performance shall have the burden 
of proving that reasonable steps were taken to minimize delay or damages caused by 
foreseeable events, that all non-excused obligations were substantially fulfilled, and that 
the other party was timely notified of the likelihood or actual occurrence which would 
justify such an assertion, so that other prudent precautions could be contemplated.
6.4
WARRANTY OF SERVICES:
6.4.1
The Contractor warrants that all services provided hereunder will conform to the 
requirements of the Contract, including all descriptions, specifications and attachments 
made a part of this Contract.  County’s acceptance of services or goods provided by the 
Contractor shall not relieve the Contractor from its obligations under this warranty.
6.4.2
In addition to its other remedies, County may, at the Contractor's expense, require prompt 
correction of any services failing to meet the Contractor's warranty herein.  Services 
corrected by the Contractor shall be subject to all the provisions of this Contract in the 
manner and to the same extent as services originally furnished hereunder.
6.5
INSPECTION OF SERVICES:
6.5.1
The Contractor shall provide and maintain an inspection system acceptable to County 
covering the services under this Contract.  Complete records of all inspection work 
performed by the Contractor shall be maintained and made available to County during 
Contract performance and for as long afterwards as the Contract requires.
6.5.2
County has the right to inspect and test all services called for by the Contract, to the extent 
practicable at all times and places during the term of the Contract.  County shall perform 
inspections and tests in a manner that will not unduly delay the work.
6.5.3
If any of the services do not conform to Contract requirements, County may require the 
Contractor to perform the services again in conformity with Contract requirements, at no 
cost to the County.  When the defects in services cannot be corrected by re-performance, 
County may:
6.8.3.1
Require the Contractor to take necessary action to ensure that future performance 
conforms to Contract requirements; and
6.8.3.2
Reduce the Contract price to reflect the reduced value of the services performed.

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6.5.4
If the Contractor fails to promptly perform the services again or to take the necessary action 
to ensure future performance in conformity with Contract requirements, County may:
6.8.4.1
By Contract or otherwise, perform the services and charge to the Contractor, 
through direct billing or through payment reduction, any cost incurred by County 
that is directly related to the performance of such service; or
6.8.4.2
Terminate the Contract for default.
6.6
ORDERING AUTHORITY:
Any request for purchase shall be accompanied by a valid purchase order, issued by Office of 
Procurement Services, a Purchase Order issued by the using Department or direction by a Certified 
Agency Procurement Aid (CAPA) with a Purchase Card for payment.
6.7
PURCHASE ORDERS:
County reserves the right to cancel Purchase Orders within a reasonable period of time after 
issuance.  Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for 
actual and documentable costs incurred by the Contractor in response to the Purchase Order. The 
County will not reimburse the Contractor for any costs incurred after receipt of County notice of 
cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc.
6.8
SUSPENSION OF WORK: 
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or 
any part of the work of this contract for the period of time that the Procurement Officer determines 
appropriate for the convenience of the County.  No adjustment shall be made under this clause for 
any suspension, delay, or interruption to the extent that performance would have been so suspended, 
delayed, or interrupted by any other cause, including the fault or negligence of the Contractor.  No 
request for adjustment under this clause shall be granted unless the claim, in an amount stated, is 
asserted in writing as soon as practicable after the termination of the suspension, delay, or 
interruption, but not later than the date of final payment under the Contract.
6.9
STOP WORK ORDER: 
The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor 
to stop all, or any part, of the work called for by this contract for a period of ninety (90) calendar 
days after the order is delivered to the Contractor, and for any further period to which the parties 
may agree. The order shall be specifically identified as a stop work order issued under this clause. 
Upon receipt of the order, the Contractor shall immediately comply with its terms and take all 
reasonable steps to minimize the incurrence of costs allocable to the work covered by the order 
during the period of work stoppage. Within a period of 90 calendar days after a stop-work is 
delivered to the Contractor, or within any extension of that period to which the parties shall have 
agreed, the Procurement Officer shall either: 
6.9.1
Cancel the stop work order; or 
6.9.2
Terminate the work covered by the order as provided in the Default, or the Termination for 
Convenience clause of this Contract.
6.9.3
The Procurement Officer may make an equitable adjustment in the delivery schedule 
and/or Contract price, or otherwise, and the Contract shall be modified, in writing, 
accordingly, if the Contractor demonstrates that the stop work order resulted in an increase 
in costs to the Contractor.
6.10
TERMINATION FOR CONVENIENCE:

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Maricopa County may terminate the Contract for convenience by providing ten (10) calendar days 
advance notice to the Contractor.
6.11
TERMINATION FOR DEFAULT:
The County may, by written notice of default to the Contractor, terminate this Contract in whole or 
in part if the Contractor fails to:
6.11.1
Deliver the supplies or to perform the services within the time specified in this Contract or 
any extension; 
6.11.2
Make progress, so as to endanger performance of this Contract; or 
6.11.3
Perform any of the other provisions of this Contract. 
The County’s right to terminate this contract under these subparagraphs may be exercised if the 
Contractor does not cure such failure within ten (10) business days (or more if authorized in writing 
by the County) after receipt of the notice from the Procurement Officer specifying the failure.
6.12
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without 
penalty or further obligation within three years after execution of the Contract, if any person 
significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf 
of the County is at any time while the Contract or any extension of the Contract is in effect, an 
employee or agent of any other party to the Contract in any capacity or consultant to any other party 
of the Contract with respect to the subject matter of the Contract.  Additionally, pursuant to A.R.S 
§ 38-511 the County may recoup any fee or commission paid or due to any person significantly 
involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County 
from any other party to the Contract arising as the result of the Contract.
6.13
CONTRACTOR LICENSE REQUIREMENT:
6.13.1
The Contractor shall procure all permits, insurance, licenses and pay the charges and fees 
necessary and incidental to the lawful conduct of his/her business, and as necessary 
complete any required certification requirements, required by any and all governmental or 
non-governmental entities as mandated to maintain compliance with and in good standing 
for all permits and/or licenses.  The Contractor shall keep fully informed of existing and 
future trade or industry requirements, Federal, State and Local laws, ordinances, and 
regulations which in any manner affect the fulfillment of a Contract and shall comply with 
the same. Contractor shall immediately notify both Office of Procurement Services and the 
Department of any and all changes concerning permits, insurance or licenses.
6.14
SUBCONTRACTING:
6.14.1
The Contractor may not assign to another contractor or subcontract to another party for 
performance of the terms and conditions hereof without the written consent of the County.  
All correspondence authorizing subcontracting must reference the Contract Number and 
identify the job project.
6.14.2
The subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as 
bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates 
or the County has approved the increase.  The subcontractor’s invoice shall be invoiced 
directly to the Prime Contractor, who in turn shall pass-through the costs to the County, 
without mark-up.  A copy of the subcontractor’s invoice must accompany the Prime 
Contractor’s invoice.
6.15
AMENDMENTS:

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All amendments to this Contract shall be in writing and approved/signed by both parties. The 
designated Procurement Officer shall be responsible for approving all amendments for Maricopa 
County.
6.16
ADDITIONS/DELETIONS OF REQUIREMENTS:
The County reserves the right to add and/or delete materials and services to a Contract.  If a service 
requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of 
service reduced in accordance with the bid price.  If additional materials or services are required 
from a Contract, prices for such additions will be negotiated between the Contractor and the County.
6.17
STRICT COMPLIANCE:
Acceptance by County of a performance that is not in strict compliance with the terms of the 
Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of 
the Contract.
6.18
VALIDITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the 
validity of any other provision of the Contract.
6.19
SEVERABILITY:
The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity 
of any other provision of this Contract.
6.20
RIGHTS IN DATA:
The County shall have the use of data and reports resulting from a Contract without additional cost 
or other restriction except as may be established by law or applicable regulation.  Each Party shall 
supply to the other Party, upon request, any available information that is relevant to a Contract and 
to the performance thereunder.
6.21
NON-DISCRIMINATION:
Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-
09 including flow down of all provisions and requirements to any subcontractors. Executive Order 
2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and 
downloaded 
at 
the 
Arizona 
State 
Library 
Research 
website 
(http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) 
which 
is 
hereby incorporated into this contract as if set forth in full herein. During the performance of this 
Contract, Contractor shall not discriminate against any employee, client or any other individual in 
any way because of that person’s age, race, creed, color, religion, sex, disability or national origin.
6.22
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
6.22.1
The undersigned (authorized official signing on behalf of the Contractor) certifies to the 
best of his or her knowledge and belief that the Contractor, it’s current officers and 
directors;
6.22.1.1 Are not presently debarred, suspended, proposed for debarment, declared 
ineligible, or voluntarily excluded from being awarded any contract or grant by 
any United States Department or Agency or any state, or local jurisdiction;
6.22.1.2 have not within three (3) year period preceding this Contract;

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6.22.1.2.1 been convicted of fraud or any criminal offense in connection with 
obtaining, attempting to obtain, or as the result of performing a 
government entity (Federal, State or local) transaction or contract; and 
6.22.1.2.2 been convicted of violation of any Federal or State antitrust statues or  
conviction for  embezzlement, theft, forgery, bribery, falsification or 
destruction of records, making false statements, or receiving stolen 
property regarding a government entity transaction or contract; 
6.22.1.2.3 are not presently indicted or  criminally  charged by a government 
entity (Federal, State or local) with commission of any criminal 
offenses in connection with obtaining, attempting to obtain, or as the 
result of performing a government entity public (Federal, State or 
local) transaction or contract; and are not presently facing any civil 
charges from any governmental entity regarding obtaining, attempting 
to obtain, or from performing any governmental entity contract or 
other transaction; and have not within a three (3) year period preceding 
this Contract had any  public transaction (Federal, State or local) 
terminated for cause or default.
6.22.1.3 If any of the above circumstances described in the paragraph are applicable to the 
entity submitting a bid for this requirement, include with your bid an explanation 
of the matter including any final resolution.
6.22.2
The Contractor shall include, without modification, this clause in all lower tier covered 
transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier 
covered transactions related to this Contract.  
6.23
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL 
IMMIGRATION LAWS AND REGULATIONS:
6.23.1
By entering into the Contract, the Contractor warrants compliance with the Immigration and 
Nationality Act (INA using e-verify) and all other Federal immigration laws and regulations 
related to the immigration status of its employees and A.R.S. §23-214(A).  The Contractor 
shall obtain statements from its subcontractors certifying compliance and shall furnish the 
statements to the Procurement Officer upon request.  These warranties shall remain in effect 
through the term of the Contract.  The Contractor and its subcontractors shall also maintain 
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and 
Control Act of 1986, as amended from time to time, for all employees performing work under 
the Contract and verify employee compliance using the E-verify system and shall keep a 
record of the verification for the duration of the employee’s employment or at least three (3) 
years, whichever is longer.  I-9 forms are available for download at USCIS.GOV.
6.23.2
The County retains the legal right to inspect Contractor and subcontractor employee 
documents performing work under this Contract to verify compliance with paragraph 6.23.1 
of this Section.  Contractor and subcontractor shall be given reasonable notice of the County’s 
intent to inspect and shall make the documents available at the time and date specified.  
Should the County suspect or find that the Contractor or any of its subcontractors are not in 
compliance, the County will consider this a material breach of the Contract and may pursue 
any and all remedies allowed by law, including, but not limited to; suspension of work, 
termination of the Contract for default, and suspension and/or debarment of the Contractor. 
All costs necessary to verify compliance are the responsibility of the Contractor.
6.24
INFLUENCE:
As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an 
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct 
may be grounds for Disbarment or Suspension under MC1-902.

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An attempt to influence includes, but is not limited to:
6.24.1
A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment 
or educational passes or tickets, or any type of valuable contribution or subsidy,
6.24.2
That is offered or given with the intent to influence a decision, obtain a contract, garner 
favorable treatment, or gain favorable consideration of any kind.
If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement 
Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County 
Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract.  
6.25
CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO 
INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS:
6.25.1
The Parties agree that this Contract and employees working on this Contract will be subject 
to the whistleblower rights and remedies in the pilot program on Contractor employee 
whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National 
Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of 
the Federal Acquisition Regulation;
6.25.2
Contractor shall inform its employees in writing, in the predominant language of the 
workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as 
described in section 3.908 of the Federal Acquisition Regulation.  Documentation of such 
employee notification must be kept on file by Contractor and copies provided to County 
upon request.
6.25.3
Contractor shall insert the substance of this clause, including this paragraph, in all 
subcontracts over the simplified acquisition threshold ($150,000 as of September 2013).
6.26
UNIFORM ADMINISTRATIVE REQUIREMENTS:
By entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 
2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST 
PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 
C.F.R. § 200 et seq.
6.27
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR 
OTHER REVIEW:
6.27.1
In accordance with section MCI 371 of the Maricopa County Procurement Code the 
Contractor agrees to retain (physical or digital copies of) all books, records, accounts, 
statements, reports, files, and other records and back-up documentation relevant to this 
Contract for six (6) years after final payment or until after the resolution of any audit 
questions which could be more than six (6) years, whichever is latest.  The County, Federal 
or State auditors and any other persons duly authorized by the Department shall have full 
access to, and the right to examine, copy and make use of, any and all said materials.
6.27.2
If the Contractor’s books, records, accounts, statements, reports, files, and other records 
and back-up documentation relevant to this Contract are not sufficient to support and 
document that requested services were provided, the Contractor shall reimburse Maricopa 
County for the services not so adequately supported and documented. 
6.28
AUDIT DISALLOWANCES:
If at any time it is determined by the County that a cost for which payment has been made is a 
disallowed cost, the County shall notify the Contractor in writing of the disallowance.  The course

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of action to address the disallowance shall be at sole discretion of the County, and may include 
either an adjustment to future invoices, request for credit, request for a check or a deduction from 
current invoices submitted by the Contractor equal to the amount of the disallowance, or to require 
reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to 
Maricopa County.
6.29
OFFSET FOR DAMAGES:
In addition to all other remedies at Law or Equity, the County may offset from any money due to 
the Contractor any amounts Contractor owes to the County for damages resulting from breach or 
deficiencies in performance of the Contract.
6.30
CONFIDENTIAL INFORMATION:
Any information obtained in the course of performing this Contract may include information that is 
proprietary or confidential to the County. This provision establishes the Contractor’s obligation 
regarding such information.
The Contractor shall establish and maintain procedures and controls that are adequate to assure that 
no information contained in its records and/or obtained from the County or from others in carrying 
out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, 
or employees, except as required to efficiently perform duties under the Contract. The Contractor’s 
procedures and controls at a minimum must be the same procedures and controls it uses to protect 
its own proprietary or confidential information. If, at any time during the duration of the Contract, 
the County determines that the procedures and controls in place are not adequate, the Contractor 
shall institute any new and/or additional measures requested by the County within fifteen (15) 
calendar days of the written request to do so.
Any requests to the Contractor for County proprietary or confidential information s shall be referred 
to the County for review and approval, prior to any dissemination.
6.31
PUBLIC RECORDS:
Under Arizona law, all Offers submitted and opened are public records and must be retained by the 
Records Manager at the Office of Procurement Services. Offers shall be open to public inspection 
and copying after Contract award and execution, except for such Offers or sections thereof 
determined to contain proprietary or confidential information by the Office of Procurement Services. 
If an Offeror believes that information in its Offer or any resulting Contract should not be released 
in response to a public record request under Arizona law, the Offeror shall indicate the specific 
information deemed confidential or proprietary and submit a statement with its offer detailing the 
reasons that the information should not be disclosed.  Such reasons shall include the specific harm 
or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement 
Services shall determine whether the identified information is confidential pursuant to the Maricopa 
County Procurement Code.
6.32
PRICES:
Contractor warrants that prices extended to County under this Contract are no higher than those paid 
by any other customer for these or similar services.
6.33
INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes all 
prior negotiations, proposals, communications, understandings, representations, or agreements, 
whether oral or written, express or implied.
6.34
RELATIONSHIPS:

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6.34.1
In the performance of the services described herein, the Contractor shall act solely as an 
independent contractor, and nothing herein or implied herein shall at any time be construed 
as to create the relationship of employer and employee, co-employee, partnership, principal 
and agent, or joint venture between the County and the Contractor.
6.34.2
The County reserves the right of final approval on proposed staff for all Task Orders.  Also, 
upon request by the County, the Contractor will be required to remove any employees 
working on County projects and substitute personnel based on the discretion of the County 
within two (2) business days, unless previously approved by the County.
 
6.35
GOVERNING LAW:
This Contract shall be governed by the laws of the State of Arizona.  Venue for any actions or 
lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona.
6.36
ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if 
applicable, the terms of this Contract shall prevail.
6.37
INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.37.1
Exhibit A, Pricing;
6.37.2
Exhibit B, Scope of Work
NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County Public Health
ATTN:  Cheryl Bucalo 
4041 N. Central Avenue, #1400
Phoenix, AZ 85012
(602) 506-6886
Cheryl.Bucalo@Maricopa.gov 
For Contractor:
Compass Group USA, Inc DBA FoodWorks
ATTN: Aaron Caulk
2400 Yorkmont Rd.
Charlotte, NC 28217
(602)-690-0065
Aaron.caulk@foodworks.org

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IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTOR
AUTHORIZED SIGNATURE
PRINTED NAME AND TITLE
ADDRESS
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS
DATE
ATTESTED:
CLERK OF THE BOARD
DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY
DATE

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EXHIBIT A

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EXHIBIT B
Scope of Work
Original Scope of Work from Solicitation:
2.0 SCOPE OF WORK: 
2.1 Contractor shall provide a comprehensive, high-quality catering service program and deliver to the 
designated location located in Tempe, AZ. 
2.2 Food Preparation, Delivery, and Sanitation:
2.2.1
Contractor shall be responsible for the preparation of Breakfast, Lunch, and Dinner for a 
maximum capacity of up to 300 individuals daily. This number is subject to change and all 
increases/decreases shall be communicated to the Contractor with no less than 48 hours’ 
notice. All three meals shall be provided 7 days a week (Sunday through Saturday).
2.2.2
Contractor shall prepare meals using wholesome, nutritional ingredients, and ensure that 
all foods are properly stored, prepared, packaged, and ready for transportation. The County 
reserves the right to approve all menu items. 
2.2.3
Contractor shall maintain proper sanitation practices and health standards in conformance 
with all applicable State and local laws and regulations.
2.2.4
Contractor shall provide each meal as an individually packaged unit for refrigerated storage 
as necessary. Packaging for hot items shall be microwavable. Contractor shall also provide 
utensils, condiments, and napkins
2.2.5
Meal delivery is to occur at least once daily, between the hours of 10:00 am and 12:00 pm 
for all three meals. 
2.2.6
Contractor shall provide a variety of meals on a bi-weekly basis with varying styles of food 
items throughout the week.  Guests typically stay in the hotel for 10 days at a time and 
Contractor shall limit the number of repeat meal items during a two-week period. 
2.3 Meal Components:
2.3.1
Calories shall be limited from added sugars and saturated fats.
2.3.2
Meals shall be composed of nutrient-dense components.
2.3.3
Meals shall be high in nutrients and low in sugar and salt.
2.3.4
Meet minimum nutritional guidelines as defined by Federal Dietary Guidelines.
2.3.5
Contractor shall have the ability to provide a limited number of Halal, Kosher, Vegetarian, 
and/or Vegan meals at the request of the County.  These requests shall be made as part of 
the standard meal request 48 hours in advance.
2.3.6
Contractor shall have the ability to provide “kids menu” items as part of the standard meal 
request 48 hours in advance.
2.3.7
Contractor shall provide at least 1 item of fresh fruit per day per person.  This item shall 
NOT be a pre-packaged or preserved fruit product.

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2.4 Meal Reporting Requirements
Contractor shall maintain complete and accurate records of food provided to location, to include:
2.4.1
A list of all components used to create each meal
2.4.2
A list of the quantities and portion sizes of each component used to prepare each meal
2.4.3
Nutritional content of provided food
2.4.4
Menu of items provided for each meal
2.4.5
Total number of meals provided daily.
2.4.6
Contractor shall coordinate with County to establish a process for sharing the number of 
meals served and/or meal limitations or requirements daily.
2.5 All services provided by the Contractor shall be coordinated with and approved by the County.  
County shall:
2.6 Provide the Contractor the number of meals needed for each day no less than 48 hours in advance. 
2.7 Maintain a County designated representative that shall manage meal program, including coordination, 
delivery, and identifying the number and types of meals needed.
2.8 Communicate special dietary needs to Contractor, upon discovery.
Respondent’s Proposal:
Maricopa County Leadership:
On behalf of Compass Group and the entire FoodWorks team, we’d like to express our excitement for 
the opportunity to partner with Maricopa County onthis exciting project. We recognize the importance 
of the decision that lays ahead in selecting the right partner to bring food service offerings to people 
affected by COVID-19.
Our sole objective is to work side by side as your business partner to create a best-in-class experience, 
prioritizing quality of meals, consistency, and flexibility.We are committed to adding value through our 
operational strength and optimizing our efforts through our dedicated local resources. We understand 
that no two venues are alike, and each have unique critical business needs. Based on all of the 
information shared to date, here are thethings that we found to be most important to Maricopa County.
Curate a menu that reflects wholesome, nutritional ingredients, and ensure thatall foods are properly 
stored, prepared, packaged, and ready for transportation.Demonstrate Strong Operating Experience 
and Resources. Your partnership with Foodworks comes with the backing of Compass Group, the 
largest global provider of food services. With this in mind, you can be assured you are partnering with 
an organization that brings financial stability and deep operational resources.
Thank you again for this opportunity, and we look forward to your feedback onour unique proposal.

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Warm regards,
Aaron Caulk, Regional Experience Manager 602-690-0065, 
aaron.caulk@foodworks.org 
Jim Caldwell,Vice President, Foodworks 312-907-9666, jim.Caldwell@foodworks.org
John Coker, President Foodworks 330-610-6666, john.coker@foodworks.org
Delivery Location and Times:
Extend A – Suite 1660 W. Elliot Road Tempe AZ 85284
Arrive between 10:30am – 10:45am Drop off completed by 11am Delivery 7 days per week
(Prefer a double drop off on Christmas Eve and day before Thanksgiving)
Service Days:
February 1, 2022 – December 31, 2024
Cost:
Breakfast: $9.00 Lunch: $10.00 Dinner $11.00
Total: $30.00 per person per day (Breakfast, Lunch, Dinner)
Requests:
40 person minimum per day, 120 meals per day 2-3 week notice to start service
Menu items are subject to changed or substituted due to shortages by purveyors or extreme 
increases in costs.
30 day advance notice will be given if a price increase is needed due to supply chain issues and 
inflation.
About Compass Group:
Foodworks is powered by its parent company, Compass Group, the world’s largest foodservice 
company with industry expertise in a broad range of sectors. Based in Charlotte, NC, Compass 
Group North America began in 1994 with the acquisition of Canteen Corporation. Over the years, 
Compass Group has acquired many companies and grown the team to more than 270,000 North 
American associates and $16.3 billion in revenues in 2020. We have the privilege of serving such 
prestigious clients as Intel, Honeywell, American Express, Charles Schwab, IBM, United 
Technologies Corp., SAP, Mount Sinai Hospital NYC, Louisiana State University, and Texas

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A&M University. In addition, Compass Group provides catering to special events such as the US 
Open and the Academy Awards.
Compass Group was the official catering services supplier for the 2002 Olympics and Paralympic 
Winter Games in Salt Lake City.
Project Team:
John Coker, President
John Coker is a 30-year veteran of the hospitality industry. He is also a noted speaker on public 
health and nutrition for corporations and universities across the United States. Currently, John 
serves as the President of Foodworks within the Compass Group North America portfolio. 
Previously, he was Senior Vice President of Supply Chain Management for Compass Group North 
America. He also led AVI Foodsystems as Chief Creative Officer and Executive Vice President 
of Corporate Strategy for more than 12 years. His background includes SODEXO, The Ritz-
Carlton Hotel Company, and Marriott International. Coker is active in the Culinary Institute of 
America’s Healthy Menus Collaborative and is on the Media/Public Relations committee and the 
advisory group for Menus of Change. He resides on a 13-acre organic farm in Warren, OH that 
focuses on natural farming practices, heritage livestock and poultry, beekeeping, and native Ohio 
landscapes and community engagement featuring childhood education and experience
Jim Caldwell, Vice President of Experience
Jim began his culinary career honing his skills in Michigan restaurants at a young age. Working at 
the local country club, he recognized his calling to the industry. It was then that he started to realize 
the endless possibilities of things one could do with food. From fine dining to club events, Jim 
soaked up everything the industry had to offer while earning a degree from Schoolcraft College in 
2004.
After school, he quickly packed up and headed to Chicago, accepting a Chef position at a local 
fish market. During this time, he was immersed in all aspects of a traditional fishmonger. 
Butchering over 15 species of fresh fish became part of his everyday routine. After a few years, 
Jim decided it was time to take his career to the next level. In 2006, he joined Eurest, a sector of 
Compass Group that focuses on operating employee dining centers, on-site catering, executive 
dining rooms, and other managed services. 15 years later, Jim has worked his way up in the 
organization to his current role as Vice President of Experience at Foodworks.
Over the past 20+ years, he has spent long nights and weekends working on his craft. As the 
business and industry has changed, Jim has learned to change and evolve with it. He is constantly 
challenging fellow chefs and himself to stay on top of current and future trends. Jim truly believes 
that with every meal, one has the opportunity to touch an individual and create an everlasting taste 
memory.
Aaron Caulk, Regional Experience Manager
Originally from the Midwest, Aaron relocated to Arizona back in 1996. Always passionate about 
food service and hospitality, Aaron previously worked at a variety of restaurants including a five-
star resort (The Phoenician Scottsdale) prior to joining Compass Group and Foodworks. His career 
with Compass Group began in 2007 and he currently manages multiple sites and restaurant 
partners across several states, creating win- win situations between restaurants, guests, clients, and 
on-site operation teams.

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Sample Menus:
Menu rotation of 10 – 14 day
Freshly prepared food and fresh fruit
Delivered cold but reheatable (Microwaveable Containers) Plasticware is included
Breakfast:
Breakfast Tacos: chorizo sausage, eggs, three cheese blend, and a side of tomatillo salsa. Served 
with zesty breakfast potatoes.
Breakfast Plate: applewood smoked bacon, scrambled eggs, three cheese blend, and a side of salsa
Yogurt parfait with fresh fruit Breakfast Burrito: large variety
Egg Frittata: baby spinach, cherry tomato. Served with roasted potatoes
Breakfast Sandwiches: egg, sausage, and cheese Breakfast Plate: pancakes, scrambled eggs, 
potatoes
Sample Nutritional Information (Breakfast Tacos):
3oz Chorizo, 3 Eggs, ¼ c. Shredded Cheese, 2oz Salsa, 2 Each Corn Tortillas
Vegetarian: Sub Chorizo for added egg
Vegan: Sub for Tofu scramble with Bell Pepper and Onion Gluten Free Option: Sub tortilla for 
2oz sour cream
895 Calories, 63.6g total fat, 1652mg sodium, 30.2g total carbs, 4.4g total sugar, 48g protein
Lunch and Dinner:
Smothered Shredded Chicken Burrito Shredded chicken, red sauce, three cheese blend, sour 
cream, scallions, and Mexican corn.
Chicken Tikka Masala Chicken, stewed tomato, cream, and cilantro served with brown rice.
Mild Cajun Turkey Bowl: Lean ground turkey, celery, bell peppers, parsley, house made mild 
Cajun spices and topped with green onions and served with a tomato creole sauce over brown rice.
Chicken Tinga Taco Bowl Braised chicken, avocado crema, and mango salsa served on Mexican 
rice.
Honey Glazed Pork Chop - Sweet potato puree, sautéed broccoli, fresh mango, and pickled Fresno 
chile salsa.
Spaghetti Carbonara bacon, and parmesan cheese sauce on a bed of Spaghetti pasta and served 
with a side of steamed broccoli.
Sausage and Peppers Grilled sausage with red peppers and onions served with a roll.

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Italian Turkey Wrap Flour tortilla, sun-dried tomato spread, basil garlic Aioli, fresh mozzarella.
Mushroom Mac Alfredo cream sauce, roasted mushrooms, parsley served on elbow pasta.
Jerk Chicken Jamaican jerk chicken, and Cajun spiced rice Baked ziti, ricotta, mozzarella, and 
meat sauce
and served with balsamic vegetables.
Pork Barbacoa Enchiladas -Shredded pork with red sauce, three cheese blend, sour cream, and 
scallions. Served with Mexican corn salsa.
BBQ Pork Bowl Slow roasted pork shoulder served with cheesy mashed potatoes, grilled sweet 
corn, and coleslaw.
Beef and Broccoli Tender beef and fresh broccoli in a ginger soy sauce served with brown rice.
Spaghetti and Turkey Meatballs Pasta served with turkey meatballs in a savory marinara sauce and 
topped with parmesan cheese and basil.
Risotto With Grilled Chicken Creamy risotto with grilled chicken, balsamic glaze and grilled 
vegetables.
Meatloaf Served with roasted potatoes and grilled vegetables.
Ground beef Stuffed Peppers Bowl Green bell peppers with Ground beef, mozzarella, and tomato 
sauce. Served with grilled vegetables served in a bowl.
Caesar Salad, crisp romaine lettuce, cherry tomatoes, parmesan cheese, creamy Caesar dressing 
and garlic croutons.
Teriyaki Chicken Bowl Sautéed chicken, brown rice, sweet teriyaki sauce, steamed broccoli, 
carrots, green onions, and sesame seeds.