FOOD SERVICES AGREEMENT - NZ Health Partnerships...Food Services Agreement Page 2 25697230 v 2 - FSA...

FOOD SERVICES AGREEMENT THE NEW ZEALAND DISTRICT HEALTH BOARDS LISTED IN PART A OF GENERAL SCHEDULE 1 COMPASS GROUP NEW ZEALAND LIMITED HEALTH BENEFITS LIMITED

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Food Services Agreement

25697230 v 2 - FSA Execution Copy.DOCX

CONTENTS CLAUSE PAGE PART A – APPOINTMENT AND PROVISION OF SERVICES 5 1. APPOINTMENT 5 2. AGREEMENT STRUCTURE 7 3. CUSTOMER SYNDICATED PARTICIPATION 8 4. RELATIONSHIP CHARTER 9 5. CONDITIONS AND RELEASE 9 6. HEALTH BENEFITS LIMITED COSTS 10 7. TERM 12 8. SERVICES 12 9. SCOPE OF SERVICES 13 10. PHASED APPROACH 13 11. SERVICES STATEMENTS 14 12. MOBILISATION PERIOD 14 13. TRANSITION PERIOD 15 14. DELAYS/FAILURES 16 15. OPERATIONAL PERIOD AND EXIT TRANSITIONAL PERIOD 17 16. GENERAL OBLIGATIONS OF SERVICE PROVIDER 17 17. OBLIGATIONS OF CUSTOMERS AND CONTRACT MANAGER 22 18. OBLIGATIONS OF SERVICE PROVIDER, CUSTOMERS AND CONTRACT

MANAGER 23 PART B – PRICE AND PAYMENT 27 19. PRICE 27 20. CUSTOMER PAYMENT 29 PART C – PERFORMANCE MANAGEMENT 32 21. KEY PERFORMANCE INDICATORS 32 22. PERFORMANCE NOTICE AND RECTIFICATION 36 23. FAILURE TO RECTIFY 38 24. SUSPENSION OF SERVICES 38 25. STEP IN RIGHTS 40 PART D – RESOURCES, INTELLECTUAL PROPERTY AND INFORMATION 43 26. PERSONNEL 43 27. SUBCONTRACTORS AND THIRD PARTY PROVIDERS 45 28. TITLE AND RISK 47 29. SECURITY INTEREST 48 30. INTELLECTUAL PROPERTY 49 31. DOCUMENTATION 49 32. PATIENT DATA 50 33. RETURNING DATA AND INFORMATION 51 PART E – RISK MANAGEMENT 54 34. PLANS, RISK MANAGEMENT AND REPORTING 54 35. CUSTOMER POLICIES 57 36. INSURANCE 58 37. FORCE MAJEURE 58 38. DISASTER RECOVERY SERVICES 60 PART F – TERMINATION AND EXIT ARRANGEMENTS 62 39. TERMINATION 62 40. PARTIAL TERMINATION 65 41. TRANSFER OF ASSETS ON TERMINATION 66 42. EXIT TRANSITIONAL PERIOD 68 PART G – WARRANTIES AND INDEMNITY 72 43. REPRESENTATIONS AND WARRANTIES 72 44. INDEMNITY AND LIMITATION OF LIABILITY 74



PART H – SECURITY FOR PERFORMANCE FROM SERVICE PROVIDER 77 45. MOBILISATION AND TRANSITION BOND 77 PART I – CONTRACT MANAGEMENT 78 46. CHANGE MANAGEMENT 78 47. REPORTING AND RECORDS 79 48. RELATIONSHIP MANAGEMENT 80 49. GENERAL RIGHT OF ACCESS TO SERVICE PROVIDER PREMISES AND

MATERIALS 81 50. AUDIT AND INSPECTION 81 51. DISPUTE RESOLUTION 83 PART J – GENERAL 84 52. CONFIDENTIALITY 84 53. NOTICES 85 54. ASSIGNMENT AND CHANGE OF CONTROL 86 55. GENERAL LEGAL 87 56. DEFINITIONS AND INTERPRETATION 88 SERVICES SCHEDULES SERVICES SCHEDULE 1 – MOBILISATION SERVICES SERVICES SCHEDULE 2 – TRANSITIONAL SERVICES SERVICES SCHEDULE 3 – OPERATIONAL SERVICES SERVICES SCHEDULE 4 – KEY PERFORMANCE INDICATORS SERVICES SCHEDULE 5 – TEMPLATE CUSTOMER SERVICES STATEMENT SERVICES SCHEDULE 6 – SERVICE FEES (PRICING) GENERAL SCHEDULES GENERAL SCHEDULE 1 – DHBs (CUSTOMERS), PERCENTAGE SHARE OF BUSINESS CASE COSTS, AND ASSETS PURCHASE PRICE CALCULATION GENERAL SCHEDULE 2 – PERFORMANCE GUARANTEE GENERAL SCHEDULE 3 – MOBILISATION AND TRANSITION BOND GENERAL SCHEDULE 4 – RISK MANAGEMENT PLAN GENERAL SCHEDULE 5 – CUSTOMER AVERAGE DEPRECIATION RATES GENERAL SCHEDULE 6 – RETAIL OPERATIONS GENERAL SCHEDULE 7 – RELATIONSHIP CHARTER GENERAL SCHEDULE 8 – KEY PERSONNEL GENERAL SCHEDULE 9 – ADDRESSES FOR NOTICES GENERAL SCHEDULE 10 – FORM OF FOOD SERVICES PARTICIPATION AGREEMENT GENERAL SCHEDULE 11 – REDEPLOYMENT WORKING GROUP TERMS OF REFERENCE GENERAL SCHEDULE 12 – FUTURE FTE REQUIREMENTS GENERAL SCHEDULE 13 – TRANSITION SERVICES CHARGES AND MOBILISATION SERVICES CHARGES GENERAL SCHEDULE 14 – PRICES FOR APPROVED EXTRAS GENERAL SCHEDULE 15 – EXTRACT OF APPROVED EXTRAS AND MEAL SUBSTITUTES GENERAL SCHEDULE 16 – VENDOR QUALITY ASSURANCE PROTOCOLS APPENDICES APPENDIX 1 – CONTRACT MAP APPENDIX 2 – REQUEST FOR BINDING OFFER APPENDIX 3 – REQUEST FOR BINDING OFFER RESPONSE APPENDIX 4 – REVISED PRICE



APPENDIX 5 – BEST AND FINAL OFFER APPENDIX 6 – CORRESPONDENCE APPENDIX 7 – IMPLEMENTATION PLAN



Contract Manager and Service Provider). Following execution of this agreement, additional DHBs may become a party to this agreement (and become a Customer under this agreement) through and in the manner specified in clause 3.

1.4 Nature of Appointment: The Customers and the Service Provider acknowledge

that the Service Provider is appointed with respect to each Customer as the exclusive provider of the Operational Services to that Customer during the Operational Period for that Customer with the exception of Function Catering and otherwise except to the extent:

(a) Agreed Otherwise: that has been or is agreed otherwise at any time

between the Contract Manager, any relevant Customer and the Service Provider (including as specified in a Customer's Services Statement and/or Services Schedule 3); or

(b) Termination: the Operational Services are terminated (in whole or in

part) with respect to that Customer (including in relation to any or all of the relevant Customer's Premises).

1.5 Customer Reliance: The Service Provider acknowledges that, in entering into

this agreement and appointing the Service Provider to provide the Services, each Customer is relying on:

(a) Expertise: the Service Provider's experience, expertise and compliance

with Good Industry Practice in providing the Services;

(b) Representations and Warranties: the representations and warranties given by the Service Provider under this agreement; and

(c) Representations: the representations made by the Service Provider in

the Request for Binding Offer Response, the Revised Price, the Best and Final Offer, and the Correspondence.

1.6 Response to Request for Binding Offer: The Service Provider represents that

the Request for Binding Offer Response, the Revised Price, the Best and F inal Offer and the Correspondence were when submitted and are as at the date of this agreement true, accurate and not misleading.

1.7 No Minimum Commitment: Nothing in this agreement will commit any

Customer or the Contract Manager to procure any minimum volume or combination of services from the Service Provider or to pay any amount to the Service Provider (other than the Price with respect to the Services).

1.8 All of Government Arrangement: The Service Provider acknowledges and

agrees that Eligible Agencies may from time to time wish to engage the Service Provider to provide services to such Eligible Agencies that is, or are, the same or similar to the Services. If any Eligible Agency wishes to do so, then the Service Provider agrees: (a) No Less Favourable Terms: to offer to provide the services to the

Eligible Agency on terms no less favourable to the Eligible Agency than the terms of this agreement are to the Customers; and

(b) Rates: without limiting clause 1.8(a), the fees payable by the Eligible

Agency to the Service Provider under such terms will be calculated on the basis of rates no l ess favourable to the Eligible Agency than the



rates used to determine the Prices but taking into account any relevant circumstances applicable to that particular Eligible Agency and relevant matters taken into account in determining the rates used to determine the Prices (including volumes and other operational considerations).

1.9 Benefit of this Agreement: The Service Provider acknowledges that clause 1.8

is intended to confer benefits on E ligible Agencies and on t heir personnel, pursuant to the provisions of the Contracts (Privity) Act 1982.

1.10 Obligations: The obligations of:

(a) Customers: each Customer to the Service Provider under this

agreement;

(b) Service Provider: the Service Provider to each Customer under this agreement,

are owed severally and separately (not jointly).

1.11 Eligible Agency Default: Where any Eligible Agency fails to perform its

obligations, if any, under an Eligible Agency Agreement (Defaulting Agency):

(a) Several Liability: neither any Customer, the Contract Manager nor any other Eligible Agency will be l iable to the Service Provider in respect of that failure;

(b) Recovery From Defaulting Party: the Service Provider may sue the

Defaulting Agency and r ecover from the Defaulting Agency any damages that the Service Provider may be entitled to recover against the Defaulting Agency; and

(c) No Liability on Part of Customer or Other Agencies: the Service

Provider will not sue any Customer, the Contract Manager or any other Eligible Agency in respect of that failure.

2. AGREEMENT STRUCTURE

2.1 Structure: This agreement is made up of the following:

(a) Terms and Conditions: the terms and conditions set out in the parts as shown in the contract map attached to this agreement at Appendix 1;

(b) Schedules and Appendices: the schedules and appendices attached

to this agreement;

(c) Service Statements: the Services Statement for each Customer; and

(d) Plans: the Mobilisation Plan and Transition Plan for each Customer, the Implementation Plan, National Exit Plan, each Customer Exit Plan and other plans and documents to be prepared and implemented according to the terms of this agreement;

2.2 Precedence: In the event of any inconsistency between any of the following,

they will have precedence in the descending order of priority set out below:



(a) Terms: the terms and provisions set out in the body of this agreement; and

(b) Schedules and Appendices: the schedules and appendi ces to this

agreement. 2.3 Offer Documents: The parties acknowledge that the Request for Binding Offer,

the Request for Binding Offer Response, the Revised Price, the Best and F inal Offer and the Correspondence will apply and the parties will have regard to and apply the content of those documents to the extent this agreement (including for the avoidance of doubt, each Services Statement) does not cover, refer to or otherwise deal with any matter, circumstance or thing that is referred to, dealt with or covered under the Request for Binding Offer, the Request for Binding Offer Response, the Revised Price, the Best and Final Offer and the Correspondence.

3. CUSTOMER SYNDICATED PARTICIPATION

3.1 DHBs May Enter into Agreement: At any point in time during the Fixed Term, any DHB may utilise the provisions of this agreement for the balance of the Term as a Customer under this agreement in accordance with clauses 3.3 to 3.4 below.

3.2 No Guarantee: No guarantee is given that any DHB will become (or continue to be) a party to this agreement during the Term.

3.3 Process: The Service Provider, HBL and the Customers acknowledge and agree any DHB may become a party to this agreement and a Customer under this agreement for the balance of the Term by entering into and s igning a F ood Services Participation Agreement. A DHB, the Services Provider and t he Contract Manager will become bound by this agreement, the then existing Customers will continue to be bound by this agreement and that DHB will be a Customer and have all the rights and obligations of a C ustomer under this agreement, with effect from the date the DHB enters into and executes a Food Services Participation Agreement (Participating DHB). The Service Provider agrees to be bound by all the provisions of this agreement for each DHB as a Customer and a party to this agreement, on and from the date the Participating DHB has signed a Food Services Participation Agreement.

3.4 Implementation Plan: Prior to execution of a Food Services Participation Agreement, the Participating DHB, the Service Provider and the Contract Manager must agree amendments to the Implementation Plan (to incorporate and include the Participating DHB). The amendments to the Implementation Plan will become effective from the date of execution of the Food Services Participation Agreement, and the content of Appendix 7 of this agreement will be automatically amended and updated accordingly.

3.5 Automatic Amendments: The Service Provider, the Customers and the Contract Manager agree that on ex ecution of a Food Services Participation Agreement:

(a) General Schedule 8: General Schedule 8 of this agreement will be

deemed to be varied to include the Participating DHB's details as set out in schedule 2 of that Food Services Participation Agreement;

(b) General Schedule 9: General Schedule 9 will be deemed to be varied

to include the Participating DHB's details set out at clause 4.3(a) of that Food Services Participation Agreement; and



(c) General Schedule 12: General Schedule 12 of this agreement will be

deemed to be varied to include the Participating DHB's details as set out in schedule 3 of that Food Services participation Agreement.

4. RELATIONSHIP CHARTER

4.1 Relationship Charter: The Service Provider, the Contract Manager and eac h Customer agree subject to the terms of this agreement:

(a) Comply: to comply with the terms set out in and i mplement the

Relationship Charter including to apply, behave according to, and f ulfil the principles, obligations and ex pectations that are set out in the Relationship Charter; and

(b) Principles and Governance: they will work together and behav e, in

relation to all aspects of this agreement and the delivery of the Services, including relationship governance requirements and pr ocesses in accordance with the principles and v alues set out in the Relationship Charter.

4.2 Relationship Charter Development: The parties acknowledge that the

Relationship Charter is intended to evolve and be varied (by agreement between the Service Provider and the Contract Manager) through the Term and as the relationship of the parties evolves and develops and as the number of Customers increases. The form of the Relationship Charter attached at General Schedule 7 will be amended and updated as any amendments and v ariations are agreed between the Service Provider and the Contract Manager and recorded in writing..

5. CONDITIONS AND RELEASE

5.1 Conditional: This agreement is conditional on:

(a) Performance Guarantee: the Service Provider delivering the signed Performance Guarantee to the Contract Manager;

(b) Mobilisation and Transition Bond: the Service Provider delivering to

the Contract Manager the Mobilisation and Transition Bond as required by clause 45 of this agreement;

(c) Legal Opinion: The Contract Manager having received a legal opinion from Australian counsel opining that the Performance Guarantee is valid binding and enforceable in respect of the Guarantor;

(d) Payment of Certain Business Case Costs: Receipt by Health Benefits Limited in immediately available cleared funds of the aggregate proportionate share of the Business Case Costs payable by the Auckland Metro DHBs (determined according to the relevant percentage shares of the Business Case Costs for those Auckland Metro DHBs specified in Part A of General Schedule 1); and

(e) Limited Agency Agreement: the Auckland Metro DHBs and the

Contract Manager entering into and executing the Limited Agency Agreement.



5.2 Benefit of Conditions: The Conditions in clauses 5.1(a), 5.1(b) and 5.1(c) have been inserted solely for the benefit of the Customers and the Contract Manager may (on behalf of the Customers), at its sole discretion, waive any of those Conditions. The Condition in clause 5.1(d) has been i nserted solely for the benefit of Health Benefits Limited and t he Contract Manager may, at its sole discretion, waive that Condition. The Condition in clause 5.1(e) has been inserted for the benefit of the Customers and the Contract Manager and that Condition may be waived if the Customers and the Contract Manager agree to do so.

5.3 Condition Date: If any of the Conditions in clauses 5.1(a), 5.1(b), 5.1(c) and

5.1(e) have not been satisfied or waived by the date 2 Business Days after the date of execution of this agreement the Contract Manager may (on behalf of the Customers) terminate this agreement by notice in writing to the Service Provider. If the Condition in clause 5.1(d) has not been s atisfied or waived by the date 2 Business Days after the date of the execution of this agreement, the Contract Manager may in its sole discretion terminate this agreement by notice in writing to the Customers and the Service Provider.

5.4 Termination: If this agreement is terminated under clause 5.3, this agreement will be of no further effect, the parties will be released from all further obligations under this agreement and no party will have any claim against any other party arising under or in connection with this agreement, except in respect of any breach of any provision of this agreement having effect prior to such termination which occurs prior to such termination.

5.5 Acknowledgment and Release: The Service Provider hereby acknowledges to

and agrees with the Auckland Metro DHBs that they have no obligation to make any payment to the Service Provider under the Costs Agreement and the Auckland Metro DHBs otherwise have no liability of any nature whatsoever to the Service Provider under or in connection with the Costs Agreement. In consideration of the Auckland Metro DHB's entering into and executing this agreement, (and with effect on and from the date this agreement is unconditional), the Service Provider unconditionally and irrevocably releases and discharges the Auckland Metro DHBs from all obligations, undertakings and covenants in favour of the Service Provider under the Costs Agreement and from all liability to the Service Provider under the Costs Agreement.

6. HEALTH BENEFITS LIMITED COSTS

6.1 Costs Payable by DHBs: The DHBs are required to pay the Business Case Costs and t he Sector Implementation Costs to Health Benefits Limited. The proportion of the Business Case Costs payable by each DHB, expressed as a percentage, is set out in General Schedule 1.

6.2 Payment by Service Provider: The Service Provider agrees with each

Customer that, if requested to do so by the Customer, it will pay the Customer Business Case Costs and/or (subject to clause 6.2(b)) the Customer's Sector Implementation Costs (according to the Customer's Sector Implementation Costs Schedule) to Health Benefits Limited (in immediately available cleared funds), subject to the following terms:

(a) Payment Date: the Service Provider will make payment of any DHB's

Customer Business Case Costs or of the first instalment of the DHB's Sector Implementation Costs (on the basis of the Sector Implementation Costs Schedule for that DHB) (as the case may be) :



(i) Business Case Costs: in the case of the Customer Business Case Costs:

(A) by the date 2 Business Days after the date of

execution of this agreement for any of the Auckland Metro DHBs; and

(B) on the date of execution of a Food Services

Participation Agreement by the DHB in the case of any other DHB;

(ii) Sector Implementation Costs: in the case of the first

instalment of the Sector Implementation Costs, on the first Business Day of the Mobilisation Period for the DHB;

(b) Cap on Sector Implementation Costs: Notwithstanding any other

provision of this agreement, the Customers each acknowledge and agree that the maximum aggregate amount of the Sector Implementation Costs the Service Provider can be requested to pay under this clause 6.2 is $1,770,000.

(c) Notice: the Customer must give notice to the Service Provider that it

requires the Service Provider to pay its Customer Business Case Costs or that Customer's Sector Implementation Costs (according to the Customer's Sector Implementation Costs Schedule) (as the case may be) to Health Benefits Limited and of the amount of such payment:

(i) Auckland Metro DHBs Business Case Costs: at least 2

Business Days in the case of any Auckland Metro DHB share of the Business Case Costs; and

(ii) Customers and other Costs: at least 5 Business Days in the

case of all other Customers and Business Case Costs and any Sector Implementation Costs,

before the date the Service Provider is to pay the Customer Business Case Costs or the first instalment of the Sector Implementation Costs under clause 6.2(a) above. In the case of Sector Implementation Costs, the Customer must also give the Service Provider a copy of its Sector Implementation Costs Schedule; and

(d) Customer Payment: Any Customer who requests the Service Provider

to pay its Customer Business Case Costs and/or the Customer's Sector Implementation Costs (Service Provider Payment) to Health Benefits Limited will pay to the Service Provider the amount of the Service Provider Payment plus interest (calculated on a daily basis at the BKBM rate (at the time of any interest calculation) plus 3% per annum) on the outstanding balance from time to time of the Service Provider Payment in equal monthly instalments (in arrears) and over the period elected by the Customer but no longer than 5 years from that Customer's Services Commencement Date.

6.3 Services Statement: The Services Statement of any Customer who requires the

Service Provider to make a Service Provider Payment to Health Benefits Limited will record details of that payment including the amount, if the Service Provider Payment includes the Sector Implementation Costs the instalment amounts and



payment dates set out in the relevant Sector Implementation Costs Schedule, the period elected by the Customer for the payment by the Customer of the instalments referred to in clause 6.2(d) and a schedule of principal and i nterest components of those instalment payments and payment dates.

7. TERM

7.1 Term: This agreement commences on the Commencement Date and continues until the later of:

(a) Fixed Term: the expiry of the Fixed Term; and

(b) Exit Transitional Period: the expiry of the last Exit Transitional Period

to occur,

unless it is otherwise terminated earlier in accordance with the terms of this agreement or any other right of termination conferred on the parties by law.

7.2 Discussions: The Contract Manager and t he Service Provider will meet and

engage in discussions within the period of at least 18 months before the end of the Fixed Term regarding:

(a) Extension: any potential extension to the term of this agreement; and

(b) Transition: the transition arrangements prior to and from the end of the

Fixed Term including the National Exit Plan, Customer Exit Plans and provision of the Exit Transitional Services.

8. SERVICES

8.1 Services: The Service Provider will, in accordance with the terms of this agreement, and to the extent and as specified and r equired by a C ustomer's Services Statement, provide to each Customer:

(a) Mobilisation Services: the Mobilisation Services during each

Mobilisation Period and, to the extent set out in each Customer's Transition Plan, during each Transition Period;

(b) Transition Services: the Transitional Services and, to the extent set

out in each Customer's Transition Plan, the Operational Services, during each Transition Period;

(c) Operational Services: the Operational Services during each

Operational Period;

(d) Exit Transitional Period: the Exit Transitional Services during each Exit Transitional Period;

(e) Other Services: any other service, function, or responsibility that is

specified in this agreement; and

(f) Related Services: any related services, functions or responsibilities not specifically described in this agreement which are customary to, or incidental to and r easonably required for, the proper performance and provision of the services referred to in this clause 8.1.



9. SCOPE OF SERVICES

9.1 Scope of Services: As at the date of this agreement: (a) Mobilisation Services: the Mobilisation Services are as set out in

Services Schedule 1;

(b) Transitional Services: the Transitional Services are as set out in Services Schedule 2;

(c) Operational Services: the Operational Services are as set out in Services Schedule 3; and

(d) Exit Transitional Services: the Exit Transitional Services are to be set

out in the National Exit Plan and also, with respect to each Customer, in the Customer Exit Plan.

9.2 Changes to Services: The parties acknowledge that the Contract Manager may

(on behalf of any Customer) from time to time during the Term require changes to the extent and nature of the Services provided to that Customer under the terms of this agreement. If the Contract Manager (on behalf of a Customer) proposes to change any Services, the provisions of clause 46 will apply.

10. PHASED APPROACH

10.1 Implementation Plan: The Implementation Plan in the form agreed by the Contract Manager and the Service Provider (and providing for the Auckland Metro DHBs to be the first Customers to be Mobilised and to be T ransitioned) is attached at appendix 7 and forms a part of this agreement. The Implementation Plan will be varied from time to time by agreement between the Contract Manager and the Service Provider under clause 3.4.

10.2 Phased Approach: The parties agree that provision of Services to each

Customer will commence under this agreement as part of a phased approach and in accordance with the dates and timing set out in the Implementation Plan.

10.3 Confirmation of Mobilisation and Transition: On completion of the

Mobilisation Services or Transitional Services (as the case may be) for a Customer, the Service Provider must give written notice to the Customer and the Contract Manager advising that the Mobilisation Services or Transitional Services (as the case may be) have been completed. On receipt of a not ice under this clause 10.3 the Contract Manager must within 2 Business Days provide the Service Provider with:

(a) Confirmation Complete: written confirmation on behalf of the

Customer that the Customer is satisfied that the Mobilisation Services or Transitional Services (as the case may be) are complete and the Mobilisation Period or the Transition Period (as the case may be) is at an end (Completion Notice); or

(b) Further Steps Notice: written notice setting out further steps required

to be undertaken by the Service Provider to complete the Mobilisation Services or the Transitional Services.



10.4 Further Steps: If the Service Provider receives a notice from the Contract Manager under clause 10.3(b) the Service Provider must take the steps identified by the Contract Manager in its notice within a further 20 Business Days and, on completion of such further steps, provide a further notice to the Customer and the Contract Manager in accordance with clause 10.3.

10.5 Effect of Completion Notice: Notwithstanding the issue of a Completion Notice,

the Service Provider shall remain liable for the fulfilment of any obligation of the Service Provider under the agreement in relation to the Mobilisation Services or Transitional Services which then remain unperformed or not properly performed.

10.6 Commencement of Next Phase: The Service Provider must not:

(a) Commence Transitional Services: commence the Transitional Services for any Customer unless and until it has received the written confirmation from the Contract Manager under clause 10.3(a) that the Mobilisation Period for that Customer is at an end; or

(b) Commence Operational Services: commence the Operational

Services for any Customer unless and until it has received the written confirmation from the Contract Manager under clause 10.3(a) that the Transition Period for that Customer is at an end.

11. SERVICES STATEMENTS

11.1 Services Statement: Not later than 20 Business Days from the end of the Mobilisation Period for a Customer (as identified in the Implementation Plan), the Service Provider, the Customer and the Contract Manager will agree and prepare a Services Statement for that Customer, by agreeing the content and completing the form set out in Services Schedule 5 ( and any other detail required by this agreement to be included in a Services Statement) for that Customer.

11.2 Part of Agreement: Each Services Statement forms part of this agreement once

signed by each of the Service Provider, Contract Manager and t he relevant Customer.

11.3 Precedence: In the event of any conflict between the Services Schedules and a

Services Statement, the provisions of the Services Statement will take precedence.

12. MOBILISATION PERIOD

12.1 Mobilisation Period: The Service Provider will provide the Mobilisation Services to each Customer during the Mobilisation Period (and, to the extent set out in each Customer's Transition Plan, during each Transition Period) for that Customer, with the intent that on and from each Services Commencement Date, the Service Provider will provide the Transitional Services to the Customer.

12.2 Obligations of Service Provider: During each Mobilisation Period, the Service

Provider will:

(a) Mobilisation Plan: comply with the Implementation Plan and the Mobilisation Plan for the Customer;



(b) Transition Plan: agree the Transition Plan with the relevant Customer and the Contract Manager;

(c) Responsibility: be fully responsible (to the extent within the reasonable

control of the Service Provider) for the delivery and performance of the Mobilisation Services in accordance with this agreement and take all such actions that are required for the Customer to be Mobilised; and

(d) Purchase of Customer Assets: finalise and agree with the Customer

the approach to be t aken regarding t he plant and equi pment of the Customer to be ac quired by the Service Provider and the commercial terms of that acquisition, with the purchase price for each such item of plant and equipment payable by the Service Provider to be determined as set out at Part C of General Schedule 1 (and in the Customer's Services Statement).

12.3 Obligations of Customer: During the Mobilisation Period, the Customer will

comply with the requirements and matters listed in Part B of Services Schedule 1. 12.4 No Material Disruption: The Service Provider must, during each Mobilisation

Period, ensure that there is not any material disruption to, or interruption in, the provision of any Incumbent Services, or any adverse effect on any Customer.

12.5 Obligations of Customer: Each Customer will provide such reasonable

assistance to the Service Provider and will co-operate with the Service Provider as required so that the Service Provider can perform the Mobilisation Services as contemplated by the Customers Mobilisation Plan.

12.6 Extension to Mobilisation Period: The Contract Manager will grant an

extension to the end of the Mobilisation Period (and agree a l ater Services Commencement Date) for any Customer if the Service Provider is entitled to an extension in the reasonable opinion of the Contract Manager by reason of:

(a) Change: the net effect of any Change to the Mobilisation Services;

(b) Force Majeure: a Force Majeure event; or

(c) Other Impediment: any delay, impediment or prevention directly

caused or attributable to any act or omission of or by the Contract Manager, the Customer or the Customer's personnel.

13. TRANSITION PERIOD

13.1 Transition Period: The Service Provider will provide the Transitional Services to each Customer during the Transition Period for that Customer.

13.2 Obligations of Service Provider: During each Transition Period, the Service

Provider will:

(a) Transition Plan: comply with the Implementation Plan and t he Transition Plan for that Customer agreed during the Mobilisation Period;

(b) Transitional Services: deliver and perform the Transitional Services for

the relevant Customer in accordance with this agreement and take all such other actions required for the Customer to be Transitioned;



(c) Responsibility: be fully responsible (to the extent within the reasonable control of the Service Provider) for the delivery and performance of the Transitional Services in accordance with this agreement and t ake all such actions that are required for the Customer to be Transitioned; and

(d) Transition Period: ensure that the Transition Services for each

Customer are completed by the end of its Transition Period. 13.3 Obligations of Customer: During the Transition Period, the Customer will

comply with the requirements and matters listed in Part B of Services Schedule 2. 13.4 Extension to Transition Period: The Contract Manager will grant an extension

to the Transition Period for any Customer if the Service Provider is entitled to an extension in the reasonable opinion of the Contract Manager by reason of:

(a) Change: the net effect of any Change to the Transitional Services;

(b) Force Majeure: a Force Majeure event; or

(c) Other Impediment: any delay, impediment or prevention directly

caused or attributable to any act or omission of or by the Contract Manager, the Customer or the Customer's personnel.

14. DELAYS/FAILURES

14.1 Delay Process: Without limiting any other right or remedy of the Contract Manager or a Customer, if there is a failure, or likely failure, by the Service Provider to complete performance of all of its obligations in respect of Mobilisation Services or in respect of Transitional Services, by the end of the Transition Period, or any other matter arises that will, or is likely to, result in a del ay to completing the Mobilisation Services or Transitional Services, the Service Provider will:

(a) Customer: work with the relevant personnel of the Customer managing

the Mobilisation Services or Transitional Services for the Customer and take all steps immediately available to avoid or minimise the effects of the delay or failure;

(b) Notify: if, after taking all available steps under clause 14.1(a) (or within

10 Business Days before the end of the Mobilisation Period or Transition Period (as the case may be)) the Service Provider has still failed or remains likely to fail to:

(i) perform its obligations in respect of Mobilisation Services by the

end of the Mobilisation Period; or

(ii) perform its obligations in respect of Transition Services by the end of the Transition Period,

the Service Provider will immediately:

(iii) notify the Contract Manager and the relevant Customer of the

failure or delay and provide details;

(iv) meet with the Contract Manager and the relevant Customer to discuss the failure or delay; and



(v) prepare and implement a rectification plan to be approved by

the Contract Manager and the relevant Customer. 14.2 Costs of Failure/Delay: Where there is a delay or failure by the Service Provider

to complete Mobilisation Services or Transitional Services within the Mobilisation Period or the Transition Period (as the case may be), the parties agree that the Contract Manager may, on behalf of the relevant Customer, make demand on the Mobilisation and Transition Bond for additional costs and expenses incurred by the Customer as a consequence of the delay or failure and the Contract Manager agrees it will pay any amount demanded to the affected Customer.

15. OPERATIONAL PERIOD AND EXIT TRANSITIONAL PERIOD

The Service Provider will: 15.1 Operational Services: provide the Operational Services to each Customer

during the Operational Period for that Customer; and

15.2 Exit Transitional Services: provide the Exit Transitional Services to each Customer during the Exit Transitional Period for that Customer,

and on the terms set out in this agreement. 16. GENERAL OBLIGATIONS OF SERVICE PROVIDER

16.1 Services: The Service Provider will with respect to each Customer:

(a) Food Products: ensure that at all times during the Term:

(i) the Food Products (at a m inimum) meet the Food Specifications;

(ii) the Food Products are free from defects and fit for consumption by the person whom is the intended consumer of the Food Products; and

(iii) the Food Products are included in the Menus, or if not included in the Menus at any time, any Food Product is a Meal Substitute;

(b) Specifications: ensure that the Services meet the Detailed Service

Specifications;

(c) KPIs: meet or exceed the KPIs;

(d) Diligence and Skill: provide, undertake and complete the Services in a proper manner with the degree of diligence, skill and prudence ordinarily exercised by, and ex pected of, skilled persons engaged in similar activities;

(e) Patient Recognition: in delivering the Services, recognise and respect

the patients of the Customer;



(f) Cultural Requirements: ensure that the Services are delivered in a manner that is cognisant of the cultural requirements of individuals and in a m anner which is consistent with the principles of the Treaty of Waitangi;

(g) Standards: provide, undertake and complete the Services in

accordance with the higher standard of either Good Industry Practice or any applicable national standards which have been def ined by the Sector and advised to the Service Provider by the Contract Manager;

(h) Consents and Approvals: ensure that it has in place all consents,

authorities, approvals and licences necessary to carry out and provide the Services;

(i) Directions: comply with all reasonable directions given by a Customer

or the Contract Manager (to the extent that the directions are not contrary to any express provision of this agreement and do not constitute a variation to the scope or nature of the existing Services);

(j) Efficiency: take all reasonable steps to maximise the efficiency of the

Services;

(k) Timely Manner: provide the Services in a t imely and ef ficient manner and in accordance with any timetable set out in this agreement, the Customer's Services Statement, each Transition Plan or as otherwise agreed in writing between the Contract Manager, the Customer and the Service Provider;

(l) Monitoring: proactively monitor its performance and institute changes

and/or reporting to prevent incidents, problems or issues from arising with respect to the Services;

(m) Informing and Consultation: work in an open and c ollaborative

manner with the Customers and Contract Manager including regularly consulting with and informing each Customer and the Contract Manager about the performance of the Services as appropriate or as reasonably required by any Customer or the Contract Manager (including, with respect to the Contract Manager, providing regular updates for process documentation, performance management and benefits tracking purposes);

(n) Notice of Breach: notify the relevant Customers and the Contract

Manager immediately in writing of any breach, or anticipated breach, of any of the Service Provider's obligations;

(o) Assignment of Arrangements: use its best commercial endeavours to

ensure that to the extent possible having regard to the nature and context of the relevant agreement, lease or licence, any agreements, leases or licences entered into by it to enable it to perform its obligations under this agreement may be assigned or novated to a Customer, or its nominee, without the need for third party consent;

(p) Representations: not make any representations in relation to any

Customer, the Contract Manager, Health Benefits Limited, the Services or this agreement to any person, except as authorised in writing by the Contract Manager; and



(q) Policies and Systems: have and comply with any applicable policies,

procedures or systems approved or required by the Contract Manager or a Customer (and communicated to the Service Provider) in relation to the Services.

16.2 Customer Equipment: To the extent that the Service Provider uses any

Customer Equipment at any time, the Service Provider will:

(a) Responsible for Loss or Damage: be responsible for, and us e all reasonable endeavours, to prevent any loss, damage or theft of the Customer Equipment while in the possession of the Service Provider;

(b) Access to Premises: allow the Contract Manager, the Customer, their

employees or agents access to any premises where Customer Equipment is held at all reasonable times to view and/or audit the Customer Equipment;

(c) No Sale or Removal: not sell, transfer, dispose of, remove from the

Premises, or otherwise part with possession of any Customer Equipment except on the written instructions of the Customer that owns the relevant Customer Equipment;

(d) No Alterations: not alter, obscure, remove, conceal or otherwise

interfere with any markings or other indications (including, without limitation, indications of the source of origin) on the Customer Equipment;

(e) Reports: prepare and pr ovide to the Contract Manager and each

Customer any reports reasonably required by the Contract Manager or any Customer in relation to the quantity or state of any Customer Equipment at such regular intervals as required by the Contract Manager or any Customer; and

(f) Maintain Inventory: maintain an ac curate inventory of all Customer

Equipment. 16.3 Service Provider Products, Equipment and Supplies: The Service Provider

will: (a) Provide Supplies and Equipment: provide, manage, maintain and

replace (at the Service Provider's cost) to operational level, all food and non-food supplies and equi pment used in providing the Services including all cutlery and crockery, other utensils, containers and packaging equipment and other production equipment excluding equipment owned by the Customer (including the Customer Equipment);

(b) Quality and Specifications: ensure that the Service Provider Products meet the specifications required of the Service Provider Products, are free from defects and are fit for the purpose intended; and

(c) Maintenance: maintain all Service Provider Products and Service

Provider Equipment in good c ondition and i n accordance with Good Industry Practice.

16.4 Health and Safety: The Service Provider will:



(a) Compliance with Laws: comply with its obligations under the Health

and Safety in Employment Act 1992 (including any amendments), any regulations issued pursuant to that Act and any applicable codes of practice;

(b) Customer Requirements: while the Service Provider is at a

Customer's Premises, comply with all of that Customer's occupational health and s afety requirements and al l reasonable safety directions or requirements stipulated by that Customer;

(c) Safety and Security: take all such action as is necessary to ensure the

safety and security of the Premises and all people using or visiting the Premises; and

(d) Systems: have in place, and i mplement and oper ate, safety

management systems which comply with the Health and S afety in Employment Act 1992 and any amendments, any regulations issued pursuant to that Act and any applicable codes of practice.

16.5 Use of Premises: The Service Provider will:

(a) Access: be permitted to access the Premises, together with its Personnel and subcontractors, to the extent reasonably required by the Service Provider in order to carry out the Services;

(b) No Commercial Use: Not use any Premises owned by a Customer for

any commercial purpose or use other than the provision of the Services for the Customer without prior written approval from the Contract Manager and relevant Customer, any such commercial purpose or use to be on terms agreed between the Service Provider, Contract Manager and Customer;

(c) Service Provider Equipment: only leave Service Provider Equipment

at the Premises if it has been agr eed with the relevant Customer in writing that the Service Provider Equipment will remain on the Premises;

(d) Authorised Use Only: not move or use any property or facilities of any

Customer except where arranged with that Customer and will procure that none of its Personnel or subcontractors will at any time enter any unauthorised areas of the Premises;

(e) Damage to Premises: carry out the Services without damaging the Premises;

(f) Reporting: report any damage to the Premises to the relevant Customer within 24 hours of the damage arising and will be responsible for and will be required to make good at its own cost any loss or damage to any Premises or any property or facilities of any Customer located at the Premises caused by, or to the extent contributed to by, the Service Provider, its Personnel or any other person present on the Premises at the direction or invitation of the Service Provider; and

(g) Compliance with Requests: comply with all requests from any

Customer in relation to the security of its Premises as notified to the



Service Provider from time to time and will take all reasonable steps to ensure the security of those Premises.

16.6 Compliance with Laws and Standards: At all times during the Term, the

Service Provider will: (a) Compliance with Laws and Best Practice: comply with all Laws,

industry safety standards, codes of conduct, and best practice guidelines that apply to the Service Provider's performance of the Services and provision of the Service Provider Products, including Food Products;

(b) No Breach: not in performing the Services do, or omit to do, anything that would cause any Customer or the Contract Manager to breach a Law;

(c) Ministry of Health Requirements: comply with all Ministry of Health

requirements and guidelines in relation to the provision of the Services that apply to the Service Provider's performance of the Services and that apply to the Service Provider Products including the Food Products;

(d) Quality Assurance and Compliance: comply with all quality assurance

and compliance requirements of the Contract Manager, any Customer or any third party assurance body and all Customer Policies; and

(e) Notification of Breach: immediately notify each Customer and the

Contract Manager in writing if it receives any written allegation from any person of non-compliance with any Laws, or this clause 16.6, in respect of the performance of the Services.

16.7 Food Products Recall:

(a) Service Provider to Recall: The Service Provider will promptly

implement any recall or withdrawal of any of the Food Products that may be required by law, by any competent authority or by the Contract Manager (on behalf of any Customer or Customers) in accordance with all reasonable requests and instructions of the Contract Manager and/or policies concerning Food Product recall and withdrawal that the Ministry of Primary Industries, the Contract Manager or any Customer may have from time to time, or to the extent not consistent with the Ministry of Primary Industries, Contract Manager or Customer policies in accordance with the Service Provider's relevant policies;

(b) Cost: The Service Provider's costs incurred in connection with any

recall or withdrawal, including the cost of the Food Products recalled/withdrawn and the cost of labour directly associated with the recall or withdrawal will be borne by the Service Provider unless and except to the extent that the recall or withdrawal is the result of any act or omission of a Customer occurring after delivery of the Food Products by the Service Provider (other than an ac t undertaken on t he Service Provider's instructions) as a result of which the Food Products ceased to be in the condition contemplated by the warranties in clause 43.1(k).

16.8 Personnel and Subcontractors: The Service Provider will ensure that all of its

Personnel and subcontractors comply with the Service Provider's obligations set out in this agreement.



17. OBLIGATIONS OF CUSTOMERS AND CONTRACT MANAGER

17.1 General Obligations: Each Customer and the Contract Manager will:

(a) Co-operate: provide reasonable cooperation to the Service Provider in relation to the Services; and

(b) Respond to Requests: respond to any reasonable requests for

information made by the Service Provider in relation to the Services. 17.2 Access to Premises: To the extent reasonably required to comply with this

agreement, each Customer will provide access to its Premises and the Customer's improvements, fittings and f ixtures thereon (if any) for the Service Provider, its Personnel and Subcontractors as is reasonably required and requested by the Service Provider to carry out the Services.

17.3 Access to Information: Each Customer will provide the Service Provider with access to relevant patient data in a timely manner and in the appropriate form including meal requirements and dietary needs as is reasonably required by the Service Provider to carry out the Services.

17.4 Concession Space: Notwithstanding any other term or provision of this

agreement, where following the date a Customer enters into this agreement:

(a) New Concession Space: the Customer determines that it will make appropriate space within its Premises, that is not currently used as Concession Space, available for use by a third party as Concession Space; or

(b) Existing Concession Space: a third party has given notice terminating

the existing rights of the third party with respect to a Concession Space within the Customer's Premises, or the existing rights of a third party with respect to Concession Space within the Customer's Premises (including any rights of, or in relation to, renewal by the Customer or the third party) will expire in the next 3 months,

the Customer agrees that it will promptly advise the Service Provider and w ill inform the Service Provider of the opportunity to submit a pr oposal to the Customer to occupy and use that Concession Space. The Customer is not required to accept the Service Provider’s proposal and may invite alternative providers to submit proposals at the same time as part of a tendering process.

17.5 Performance of Services: Each Customer will ensure the Service Provider has access within the Premises to electricity (power supply), gas and water infrastructure which is fit for purpose as required to enable the provision of Services.

18. OBLIGATIONS OF SERVICE PROVIDER, CUSTOMERS AND CONTRACT MANAGER

18.1 Good Employer Obligations: The Service Provider and each Customer will at all times each have in place, operate and enf orce a personnel policy that complies with the requirements set out in this agreement, the Code of Good Faith for the Public Health Sector (schedule 1B to the Employment Relations Act 2000) and including the principle of being a good em ployer. For the purposes of this



clause, a "good employer" has the meaning defined in the Code of Good Faith for the Public Health Sector. For the avoidance of doubt, the Service Provider agrees for the purposes of this agreement that it will at all times do all things and behave in a manner that meets the values and behaviours for a good em ployer and should they fail to do s o at any time that will constitute a breach of this agreement.

18.2 Other Obligations: Each Customer and the Service Provider will:

(a) Employment Relations Act: comply with their obligations under the Employment Relations Act 2000, Holidays Act 2003, Minimum Wage Act 1983 and current health and safety legislation;

(b) Conduct: ensure all employees are aware of proper standards of

integrity and conduct; and

(c) Redeployment Working Group: fully participate in the Redeployment Working Group. The parties have agreed an out line of Terms of Reference for the Redeployment Working Group (set out in General Schedule 11), and t hese Terms of Reference will be s ubject to consultation with the applicable unions.

18.3 Reporting: The Service Provider will provide a report to the Contract Manager

within 10 Business Days of the end of , or as otherwise requested by the Contract Manager, during the Term, which sets out agreed workforce metrics concerning the Service Provider's employees engaged in providing the Services.

18.4 Personnel Policy: The Service Provider will, immediately upon receipt of a

request from the Contract Manager, provide to the Contract Manager a copy of its then current personnel policy referred to in clause 18.1.

18.5 Consequences: If in the reasonable, evidence based opinion of the Contract

Manager, the Service Provider fails to comply with the good employer obligations (including those set out in this clause), the Contract Manager will have the right to issue a Performance Notice under clause 22.2 of this agreement, and the process under clauses 22.3 to 22.5 of this agreement will apply.

18.6 Engagement of Experts: The Service Provider agrees to employ or otherwise engage, at its sole cost, a change support expert and a dedi cated redeployment expert to support effective change and application of the Redeployment Working Group Terms of Reference and will give effect to the processes agreed in the Terms of Reference.

18.7

withheld under s9(2)(b)(ii)




The amount payable by the Customer to the Service Provider under this clause will be calculated following the end of the Transition Period for the Customer. The Service Provider will provide an invoice to the Customer for the amount payable along with appropriate detailed calculations and other supporting information including a transparent breakdown of the calculation of the Customer's liability.

18.8 Redundancy Payment: For the purposes of clause 18.7, "Redundancy

Payment" means the redundancy compensation payable by an em ployer to an employee under that employee's employment agreement (as it was at the time of Services Commencement Date of the relevant Customer) in the event their position is made redundant and does not include any other costs or payments associated with termination of employment including any payment in lieu of notice or pay-out of holiday pay.

18.9 Customer Liability Limited: The Customer will only be l iable with respect to

Redundancy Payments (the extent of such liability calculated on the basis set out in clause 18.7) to the extent that:

(a) Service Model: the relevant Redundancy Payments are as a result of

giving effect to the new service model resulting from the implementation of this agreement at the Customer's Premises;




(b) Multiple DHBs: to the extent that such liability is appropriately apportioned to that Customer where any relevant employee works at the Premises of more than one Customer (on the basis of the proportion of the total hours worked in a week by that employee that are worked at the Premises of the Customer),

and for the avoidance of doubt, the Customer will not have any liability with respect to any other payments or costs associated with the termination of any employee's employment.

18.10 Service Provider Records: The Service Provider will keep detailed records of

all affected employees who are made redundant up to the end of the Transition Period for the last Customer to be Transitioned including details of their contractual entitlements, the amount of the Redundancy Payment paid to each affected employee and the Customer or Customers who have liability with respect to those Redundancy Payments under clause 18.7.

18.11

18.12 Reciprocal Obligation: Upon the retirement of an employee who was employed

by the Service Provider and who transfers to the employment of a Customer or other service provider as a result of any termination or expiry of this agreement, the Service Provider will reimburse that employee’s employer the value of retirement gratuities with respect to the employee’s period of service with the Service Provider and the employee’s wage/salary rate at the date of the transfer of such employee.

18.13 Liabilities for Transferring Employee Entitlements: Where the employee was

employed by a C ustomer prior to the Services Commencement Date for the




relevant Customer, the Customer will transfer the monetary value of the following transferring liabilities for each individual who transfers employment from the Customer to the Service Provider within 5 Business Days of such transfer having been effected:

(a) Annual Leave;

(b) Long Service Leave; and

(c) Alternative Holidays.



PART B – PRICE AND PAYMENT 19. PRICE

19.1 Fees: The Customers will pay the Service Fees to the Service Provider in accordance with this agreement.

19.2 Fees Inclusive: Except where specified otherwise, the Service Fees include all

costs, expenses, taxes (excluding GST, if any), duties, levies or imposts relating to the Services and the Service Provider's performance of its obligations under this agreement. The Service Provider acknowledges that incidental and overhead expenses that the Service Provider incurs in performing the Services (including management, travel and lodging, document reproduction and shipping, desktop equipment and other office equipment required by Service Provider personnel, and long-distance or mobile telephone calls) are included in the Service Fees.

19.3 of the

Fixed Term an adjustment to each Unit Price paid by each Customer (in relation to Patient Meals and M eals-on-Wheels) will be calculated according to the provisions set out in Services Schedule 6.

19.4 Price Adjustment Date: The adjustment to each Unit Price for each Customer

calculated under clause 19.3 and Services Schedule 6 will apply from

19.5


withheld under




19.6




19.7 Cafeteria Services: The Service Provider will pay to each Customer (on a

monthly basis) the agreed percentage of the revenue from each cafeteria (within scope of the Cafeteria services) received by the Service Provider (such percentages to be agr eed during the Mobilisation Period for the Customer and recorded in the Customer's Services Statement). The process for determining the agreed percentage and the commercial terms relating to In-Scope Cafeterias (including RMO meal policies) is outlined in General Schedule 6. The Customer will pay the Service Provider for the tea and coffee supplies provided at the request of the Customer for free consumption by the Customer's staff at any In-Scope Cafeteria at the Customer's Premises on the basis set out in clause 19.6.

19.8

19.9

19.10 All Operational Services: For the avoidance of doubt, the Service Fees

calculated under this agreement and payable by a Customer with respect to any Operational Services (as described in Services Schedule 3 and the Customer's Services Statement) are the fees payable by that Customer to the Service Provider for all Operational Services provided to that Customer.

20. CUSTOMER PAYMENT

20.1 Invoices: For each month Services are provided to a Customer, the Service Provider will prepare and submit to that Customer a GST Invoice specifying the Service Fees plus any GST payable by that Customer for the Services provided during that month.

20.2 No Liability to Pay: For the avoidance of doubt, no Customer will have any

obligation to pay any portion of the Service Fees that relates to any defective Services provided to that Customer.

20.3






20.4 Invoice Details: Each invoice provided to a C ustomer will incorporate such

information and det ails as required for a valid GST invoice and as reasonably required by the Customer or the Contract Manager to verify the Services provided by the Service Provider in respect of the relevant Premises and t he Customer during the month, including volume and cost information by cost centre and Service and crediting any amounts for rejected food items.

20.5

20.6 Penalty Interest – Customer Payment: The Service Provider may charge

interest at the Service Provider's current customer rate (as notified to the Contract Manager) on any amount invoiced to a Customer and not paid by the due date.

20.7 Disputed Invoices: If a Customer disputes any portion of any amount appearing

as payable on any invoice issued by the Service Provider, the Customer will notify the Contract Manager of such dispute at the earliest reasonable opportunity. I f the Contract Manager notifies the Customer that it agrees with the Customer's determination concerning the disputed amount, the Customer will notify the Service Provider (with a c opy to the Contract Manager) of such dispute at the earliest reasonable opportunity and the following will apply: (a) the undisputed portion of that invoice will remain payable on t he due

date for payment under clause 20.5; (b) the Customer will not be obliged to pay the disputed portion of that

invoice until the dispute has been resolved by agreement between the Service Provider, the Contract Manager and the Customer or pursuant to clause 51; and

(c) payment of any part of an invoice will not constitute acceptance of any

aspect of the Services performed by the Service Provider. If the Contract Manager notifies the Customer that it does not agree with the Customer's determination concerning the disputed amount, the Customer will pay that invoice in full on the due date for payment under clause 20.5.

20.8

20.9 Penalty Interest – Service Provider Payment: Each Customer may charge

interest at the Service Provider's current customer rate (as notified to the Contract





Manager) on any amount payable to that Customer by the Service Provider and not paid by the due date.

20.10 Set-off: A Customer may set off from any sums due to the Service Provider under this agreement any undisputed sums owing by the Service Provider to that Customer. The Customer must notify the Contract Manager of any such set off (and the details of each sum involved) at the time it is made.



(iii)

(iv)

(v)

(b) Failure to Meet a Tier 2 KPI :

(i)

(ii)

(iii)





may (on behalf of any Customer) issue to the Service Provider a Performance Notice specifying any breach of this agreement or other matter specified in the Performance Notice which has not been resolved to the satisfaction of any affected Customer under the Relationship Charter (and provided that any applicable process under the Relationship Charter has been completed).

22.3 Performance Rectification Process: If the Contract Manager issues a

Performance Notice to the Service Provider, unless the Performance Notice expressly provides that any of the matters set out in clauses 22.3(a) to 22.3(d) are not required, the Service Provider must, at its cost:

(a) Investigate: promptly investigate, perform a c ause analysis on the

breach, identify the problem causing the breach and report the results of the investigation and analysis to the Contract Manager;

(b) Correct: correct the problem as soon as practicable (regardless of

cause or fault), and in any case, within 15 Business Days or any longer time period specified in the Performance Notice;

(c) Advise: advise the Contract Manager of the status of the problem at

intervals determined by the Contract Manager; and

(d) Certify: certify to the Contract Manager that all reasonable action has been taken to prevent any recurrence of the relevant breach.

22.4 Issue of Unresolved Performance Notice: If a breach or other matter specified

in a Performance Notice that is capable of remedy has not been remedied to the Contract Manager's reasonable satisfaction within 15 Business Days after the Contract Manager has issued the Performance Notice (or such longer period (if any) specified in the Performance Notice by the Contract Manager in its sole and absolute discretion), the Contract Manager may issue to the Service Provider a further notice which specifies that the relevant breach or matter has not been remedied (Unresolved Performance Notice).

22.5 Acceptance or Dispute of Performance Notice or Unresolved Performance

Notice: The Service Provider will be deemed to have accepted the accuracy of any statement by the Contract Manager appearing in a P erformance Notice or Unresolved Performance Notice, unless the Service Provider notifies the Contract Manager to the contrary within 3 Business Days after receipt by the Service Provider of that Performance Notice or Unresolved Performance Notice. If the Service Provider gives such a notice to the Contract Manager:

(a) Chief Operating Officer and Contract Manager to Meet: the Service

Provider's Chief Operating Officer and the Contract Manager must meet at the earliest reasonable opportunity to review the Performance Notice or Unresolved Performance Notice and t o endeavour to agree on whether the Performance Notice or Unresolved Performance Notice should be modified or withdrawn, or whether its contents are accurate; and

(b) Dispute Resolution: if the Service Provider's Chief Operating Officer

and Contract Manager are unable to agree on any aspect of a Performance Notice or Unresolved Performance Notice which is disputed by the Service Provider under this clause 22.5, the dispute about the Contract Manager's entitlement to issue the Performance



Notice or Unresolved Performance Notice will be det ermined in accordance with clause 51.

22.6 Performance Notice does not Prevent Material Breach Claim: The fact that

the Contract Manager issues a P erformance Notice or an U nresolved Performance Notice in relation to any breach of this agreement does not prevent the Contract Manager from claiming, at any time, that the relevant breach was a Material Breach for the purposes of clause 39.1.

23. FAILURE TO RECTIFY

23.1 Failure to Rectify: If the Service Provider is notified by the Contract Manager that a Material Breach has occurred and it fails to remedy the breach within 5 Business Days or such other period specified by the Contract Manager, or is not capable of remedying the breach, the Contract Manager may, with respect to each Customer to which the Material Breach relates:

(a)

(b)

(c)

(d)

(e)

(f)

23.2 No Effect on Other Remedies: The exercise by the Contract Manager (on

behalf of a Customer) of any of the rights set out in clause 23.1 will be without prejudice to any other rights or remedies of the Contract Manager and/or that Customer.

24. SUSPENSION OF SERVICES

24.1 Suspension: If: (a) Termination Event: any of the events specified in clause 39.1 occur in

respect of the Service Provider ;

(b) Force Majeure: a Force Majeure occurs in respect of the Service Provider; or




(c) Disaster: a Disaster occurs,

the Contract Manager may (on behalf of any affected Customer) immediately, or if required by the Relationship Charter, after any relevant process and s teps required by the Relationship Charter have been completed and taken, suspend the Services in whole or in part and with respect to all or any of each affected Customer's Premises.

24.2 Co-operation During Suspension: If the Contract Manager suspends all or any

of the Services (Suspended Services) at all or any of an affected Customer's Premises under this clause 24, the Service Provider will cooperate with the Contract Manager, the Customer and any Third Party Provider, including:

(a) Access to Facilities: providing access to the facilities being used by

the Service Provider to provide the Suspended Services as required by the Contract Manager, the Customer or a Third Party Provider;

(b) Access to Service Provider Equipment: providing access to the

Service Provider Equipment required to provide the Suspended Services as required by the Contract Manager, the Customer or a T hird Party Provider;

(c) Access to Employees: providing to the Contract Manager, the

Customer or any Third Party Provider access to employees of the Service Provider, and to any equipment and s oftware used by the Service Provider to provide the Suspended Services to the extent permitted under any underlying agreements with third parties; and

(d) Information: providing such information to the Contract Manager, the

Customer or any Third Party Provider as requested by the Contract Manager, the Customer or a Third Party Provider.

24.3 Payments: Notwithstanding suspension of part of the Services under this

clause 24, the Service Provider will be entitled to:

(a) Payment for Services: receive payment from each applicable Customer in accordance with clause 20 for that portion of the Services performed by the Service Provider;

(b) Payment for Assistance: receive payment from each applicable

Customer for actual assistance provided by the Service Provider under clause 24.2(c) equivalent to the amount of the Service Provider's actual cost of labour provided; and

(c) for the avoidance of doubt, the Service Provider is not entitled to any

payment for any Suspended Services, and the Price cannot include any amount which relates to such Services.

24.4 Recommencement: The Contract Manager (on behalf of any Customer) may at

any time following suspension of the Services, direct the Service Provider to resume performance of the Suspended Services by giving 3 Business Days' notice in writing (Recommencement Notice). On receipt of a Recommencement Notice, the Service Provider will:

(a) Recommence Services: recommence its performance of the

Suspended Services on the date specified in the Recommencement



Notice or such other date notified by the Contract Manager to the Service Provider in writing; and

(b) Recommendations: implement any recommendations that the

Contract Manager may make for improving the Service Provider's performance of the Suspended Services.

24.5 No Effect on Other Remedies: The exercise by the Contract Manager (on

behalf of a Customer) of the right to suspend any Services will be without prejudice to any other rights or remedies of the Contract Manager and/or the relevant Customer.

25. STEP IN RIGHTS

25.1 Step in: If: (a) Termination Event: any of the events specified in clause 39.1 occur in

respect of the Service Provider;

(b) Force Majeure: a Force Majeure occurs in respect of the Service Provider; or

(c) Disaster: a Disaster occurs,

the Contract Manager may (on behalf of each affected Customer) immediately, or if required by the Relationship Charter, after any relevant process and s teps required by the Relationship Charter have been completed and taken, on notice to the Service Provider (Step in Notice) provide for that Customer to step in and either perform the relevant Services at the Customer's relevant Premises (Step in Services) and/or procure a Third Party Provider to perform the Step in Services (Step in Rights) and the provisions of this clause 25 will apply. A Step in Notice will specify the Step in Services and Premises affected by the Step in Rights.

25.2 Assistance and Co-operation: If the Contract Manager exercises the Step in

Rights (on behalf of a C ustomer) and i ssues a S tep in Notice, the Service Provider must:

(a) Access to Facilities and Resources: provide access to the facilities

and resources, equipment and software (to the extent permitted under any underlying agreements with third parties) being used by the Service Provider to provide the Step in Services, including the Premises, as required by the Contract Manager, the Customer or a Third Party Provider for the exercise of the Step in Rights, including by directing its Personnel to assist the Contract Manager, the Customer and any Third Party Provider engaged by the Contract Manager or Customer in connection with the Step in Rights as reasonably required;

(b) Access to Personnel: provide to the Contract Manager, the Customer or any Third Party Provider access to Personnel of the Service Provider employed in providing the Step in Services as required by the Contract Manager, the Customer or a Third Party Provider for the exercise of the Step in Rights;

(c) Information: provide such information to the Contract Manager, the Customer or any Third Party Provider as requested by the Contract Manager, the Customer or a Third Party Provider;



(d) Co-operate: co-operate in good faith with the Contract Manager, the

Customer and any Third Party Provider engaged by the Contract Manager or the Customer in connection with the Step in Rights; and

(e) Perform: continue to perform, and i s not relieved of any of, its

obligations under this agreement except as and to the extent authorised by the Contract Manager in writing as part of the exercise of the Step in Rights by the Contract Manager (on behalf of the relevant Customer).

25.3 Costs: If, and for so long as, the Contract Manager exercises the Step in Rights:

(a) Not Liable for Price: the relevant Customer or Customers in respect of which the Step in Rights are exercised will not be liable to the Service Provider for any part of the Price payable under this agreement in respect of the Step in Services; and

(b) Additional Costs: under clause 25.1(a), the Service Provider will be

liable to the Customer, and m ust pay the Customer upon request, for any costs reasonably incurred by the Customer as a result of the exercising of the Step in Rights if and t o the extent that such costs exceed the Price which would have (but for the operation of clause 25.3(a)) been pay able by the relevant Customer to the Service Provider in respect of the Step in Services.

25.4 Payment for Assistance: The Service Provider will be ent itled to receive payment from each applicable Customer for actual assistance provided by the Service Provider under clause 25.2 equivalent to the amount of the Service Provider's actual cost of labour provided.

25.5 Third Party Provider: Each Customer will use reasonable endeavours to

procure that any Third Party Provider appointed by it to perform Step in Services under this clause 25:

(a) Confidential Information: does not disclose or otherwise use the

Service Provider's Confidential Information for any purpose other than as reasonably necessary in connection with the Step in Rights;

(b) Licences: complies with any licences granted to the Service Provider as

though the Third Party Provider was bound to such obligation;

(c) Minimise disruption: will, when performing the Step in Services:

(i) use reasonable skill and c are in performing the Step in Services; and

(ii) use reasonable endeavours not to disrupt the provision of any other

Services provided by the Service Provider. 25.6 Step out Notice: Once the event giving rise to the Step in Rights has ceased or

been resolved, the Contract Manager will give written notice to the Service Provider specifying the date the Contract Manager plans to conclude the exercise of the Step in Rights (Step out Notice), which must be a dat e not later than the date 4 calendar months from the date the event giving rise to the Step in Rights has ceased or been r esolved. On receipt of a Step out Notice, the Service Provider will meet with the Contract Manager and the Customer to discuss the



findings of the Contract Manager as a result of the exercise of the Step in Rights and will develop and submit to the Contract Manager and the Customer for the Contract Manager's approval a plan to address the issues giving rise to the exercise of the Step in Rights (Issues Plan). The Service Provider will amend the Issues Plan in accordance with the Contract Manager's instructions and deliver to the Contract Manager and the Customer updated copies of the Issues Plan until such time that the Contract Manager and t he Customer confirms in writing its approval of the Issues Plan.

25.7 End of Step In: The Step in Rights will cease following approval by the Contract Manager of the Issues Plan provided in accordance with clause 25.6 and the Contract Manager, acting reasonably, otherwise being satisfied that the Service Provider has taken action to ensure that the event giving rise to the Step in Rights will not reoccur. The Service Provider will:

(a) Recommence Services: recommence its performance of the Step in

Services on the date specified in the Step out Notice or such other date notified by the Contract Manager to the Service Provider in writing;

(b) Implement plan: implement the approved Issues Plan; and (c) Other Recommendations: implement any other recommendations that

the Contract Manager may make for improving the Service Provider's performance of the Step in Services.

25.8 No Effect on Other Remedies: The exercise by the Contract Manager of the

Step in Rights (on behalf of a Customer) will be without prejudice to any other rights or remedies of the Contract Manager or the relevant Customer.



PART D – RESOURCES, INTELLECTUAL PROPERTY AND INFORMATION 26. PERSONNEL

26.1 Obligations of Service Provider: The Service Provider will: (a) Necessary Personnel: provide all necessary Personnel, resources and

capability necessary to meet its obligations effectively under this agreement (including managing and del ivering the Services) and such Personnel must be competent and have appropriate qualifications and experience;

(b) Account Management Structure: ensure an appr opriate account

management structure is in place, including executive, senior management and account level personnel who will proactively engage in helping the Contract Manager and the Customers to achieve the desired outcomes for the Services, including ensuring there is a nam ed Customer Relationship Manager who is responsive, has an understanding of the clinical importance and objectives of the Services, and is an individual who is recognised as a trusted authority by the Contract Manager;

(c) Recruitment: ensure that the Contract Manager is involved in the

recruitment of key individuals by the Service Provider including by ensuring that no key appointments are made by the Service Provider without prior consultation with the Contract Manager regarding any proposed appointee;

(d) Approval Right: not appoint any person to a position with the Service

Provider which involves or includes an operational role with respect to Services provided to any Customer (including any Service Provider Personnel at manager level or higher who are present at any Customer Premises for a majority of a normal Business Day) without the prior approval of the proposed appointee by the Contract Manager (such approval not to be unr easonably withheld) and pr ovided that if the Contract Manager does not respond to any notice requesting approval within three Business Days it will be deem ed to have approved the proposed appointee;

(e) Induction/Training: provide:

(i) all Personnel and subcontractors who will access and/or work

at a Customer's Premises with an induction and or ientation programme for the relevant Premises prior to the Personnel or subcontractor commencing work at those Premises (including ensuring they know the procedures to follow in the event of an emergency and t he Service Provider's and Customer's safety rules and procedures), and provide and ensure such Personnel and subcontractors undertake any refresher programme from time to time as required by the relevant Customer;

(ii) Training: appropriate and adequate training for its Personnel

in accordance with any relevant plans (such as a Food Safety Plan and nut rition and special diet training), Good Industry Practice and put in place appropriate systems for the on-going training of its Personnel;



(f) Security Obligations: procure that its Personnel and subcontractors:

(i) wear any identity card as required by a Customer at all times

while on that Customer's Premises;

(ii) do not disclose to any person any passwords or any other security information or release any security swipecards, keys or other security device (Security Devices) they hold that are necessary for access to the Premises;

(iii) do not leave any Security Devices unattended;

(iv) immediately report the disclosure of any password or other

security information or loss of any Security Device to the relevant Customer;

(v) only use the Premises as reasonably necessary to carry out the

Services; and

(g) Adequate Personnel and Resources: within the constraints of relevant legislation deploy additional adequate Personnel and resources to each Customer as a m atter of priority in the event of strikes or lockouts to enable the Services to be carried out in accordance with this agreement.

26.2 Key Personnel: The Service Provider will ensure that the Service Provider Key

Personnel are identified for each Customer, are approved by the Contract Manager and ar e available and al located to undertake the Services for that Customer.

26.3 Replacement at Contract Manager's Request: Subject to clause 26.4, the

Contract Manager (on behalf of any Customer) may on reasonable grounds, and by notice to the Service Provider, require the Service Provider to replace any of the Personnel (including any Key Personnel) for reasons which must be c learly stated in the notice and:

(a) Security or confidentiality breach: if the reasons are breach of

security or confidentiality requirements, the Service Provider must immediately replace that person with another person of suitable ability and qualifications; or

(b) Other: in any other case, after receipt of that notice, the Service

Provider will, as soon as reasonably practicable, investigate the matters stated in the notice, discuss its findings with the Contract Manager and resolve any problems with the person. I f, following that period the Contract Manager requests replacement of that person, the Service Provider must replace that person as soon as reasonably practicable with another person of suitable ability and qualifications.

26.4 No right to require termination: Neither the Contract Manager nor any

Customer has the right to require the Service Provider to terminate any person's employment or contract with the Service Provider. Clause 26.3 is only intended to give the Contract Manager (on behalf of a Customer) the right to require that the Service Provider discontinue using a par ticular person in the performance of Services for a Customer or Customers.



26.5 Appointment, Transfer, Reassignment or Termination: If the Service Provider

proposes to transfer, reassign or terminate the employment or engagement of any Key Personnel for any reason (Service Provider Proposal), the Service Provider must:

(a)

(b)

(c)

(d)

(e)

(f)

The relevant Customer's Service Statement will be amended as required on any replacement of the named Key Personnel.

27. SUBCONTRACTORS AND THIRD PARTY PROVIDERS

27.1 Subcontractors: The Service Provider will not appoint subcontractors to discharge any of the Service Provider's obligations under this agreement (Subcontractors) unless the provisions of this clause 27 are complied with. The Service Provider may however from time to time enter into a subcontract for the discharge of any of the Service Provider's obligations under this agreement with any Approved Subcontractor. The parties acknowledge that a Subcontractor may be an entity owned by a Customer or in which a Customer has an ow nership interest.




27.2 Notification of Proposed Subcontracts: In all cases where the Service

Provider proposes to enter into a subcontract, joint venture or other arrangement with a third party (Subcontract) relating to any of the Services, the Service Provider will, at least two months (or such other period as the parties may agree in writing) prior to the date on which the Service Provider proposes to enter into the relevant Subcontract, notify the following to the Contract Manager and each relevant Customer in writing:

(a) Name: the name of the proposed Subcontractor;

(b) Customers and Premises: the Customers and Premises for which the

Services are proposed to be Subcontracted; and

(c) Scope of Subcontracted Services: the scope of the Services proposed to be Subcontracted.

27.3 Prior Approvals for Subcontracts and Subcontractor: The Service Provider

will not Subcontract any part of the Services to any Subcontractor unless the proposed Subcontract documents together with the Subcontractor have previously been approved in writing by the Contract Manager (such consent may be withheld at the Contract Manager's absolute discretion). T he Contract Manager must notify the Service Provider whether or not it gives the approval requested within 20 Business Days of receiving notification (including all required information) from the Service Provider under clause 27.2.

27.4 Requirements: The Service Provider will:

(a) Compliance with Terms: ensure that all Subcontractors providing any Services comply with the terms of this agreement that are applicable to the Service Provider; and

(b) Best Interests: manage all Subcontractors in the best interests of the

Customers. 27.5 No Release: The entry by the Service Provider into a Subcontract relating to the

Services will not create a contractual relationship between the Contract Manager or any Customer and the relevant Subcontractor and will not release the Service Provider from liability for performance of all of its obligations under this agreement. T he Service Provider is liable to the Contract Manager and the Customers for the acts and omissions of each of its Subcontractors as if they were acts or omissions of the Service Provider.

27.6 No Liability: Neither the Contract Manager nor any Customer will be deemed to

have accepted any liability to any Subcontractor by reason of that Subcontractor being an A pproved Subcontractor or the Contract Manager having given its consent under clause 27.3.

27.7 Removal of a Subcontractor: If the Contract Manager considers the

performance of any of the Services by a Subcontractor to be unacceptable or inadequate, the Contract Manager may, by written notice to the Service Provider, require the Service Provider to, and t he Service Provider will, remove that Subcontractor from the performance of the relevant Services to that Customer within such period as the Contract Manager may require.



27.8 Replacement Subcontractors: The Service Provider will ensure that, at all times during the Term, it has appropriate alternative Subcontracting arrangements in place in the event that the Contract Manager exercises its rights under clause 27.7 and the Service Provider will provide evidence of its compliance with this clause whenever reasonably required by the Contract Manager.

27.9 Suppliers: The Service Provider must ensure that:

(a) Supplier Criteria: any third party provider or supplier to the Service Provider of goods or services which have a direct input into the Services or are directly used for the provision of the Services (Supplier) fulfil and comply at all times with the criteria specified in the Service Providers' Vendor Quality Assurance Protocols (attached to this agreement at General Schedule 16); and

(b) Process for Appointment: at all times it has in place and follows and

complies with (and ensures that its employees, agents, representatives and contractors follow and comply with) a robust process for the appointment of its Suppliers which includes checks and investigations to confirm that the Supplier fulfils and meets the criteria set out in 27.9(a) above. The Service Provider must notify the Contract Manager of the details of its Supplier appointment process on signing this agreement, and of any changes to this process implemented from time to time as soon as practicable.

27.10 Notice of Suppliers' Identities: The Service Provider will notify the Contract

Manager of the identity of each of its Suppliers. An updated list of such Suppliers will be provided to the Contract Manager at each annual review meeting.

28. TITLE AND RISK

28.1 Customer Equipment: The parties agree that: (a) Customer Property: all Customer Equipment held for and on behalf of

any Customer by the Service Provider or its Personnel, subcontractors and agents will remain the property of that Customer at all times and neither the Service Provider nor its Personnel, agents or subcontractors will make any contrary claim in relation to the Customer Equipment, including as to the existence of any lien in respect of the Customer Equipment;

(b) Bailment Only: the Customer Equipment is held by the Service

Provider solely as a bai lee for the relevant Customer and title will not pass to the Service Provider at any time during the Term;

(c) Risk and Maintenance: risk in the Customer Equipment will pass to the

Service Provider on del ivery of the Customer Equipment to the Service Provider to the extent any loss or damage, fair wear and tear excepted, is caused by the Service Provider. F or the avoidance of doubt the Customer will maintain its existing insurance which covers the Customer Equipment. T he Customer shall at its own cost maintain a proactive maintenance schedule and s hall promptly repair and/or replace, if economically appropriate, items of Customer Equipment as reasonably determined by the Customer;



(d) Customer Equipment at Risk: if a Customer considers that its Customer Equipment is at risk, the Customer may without notice provided that the Contract Manager has given its prior consent, retake possession, recover and/or resell any of its Customer Equipment and enter any premises where it believes any of its Customer Equipment is stored, and the Service Provider grants each Customer an irrevocable right and authority to do so; and

(e) Lessor Acknowledgement: the Service Provider agrees to obtain and provide to the Customer written acknowledgment from any lessor of any property within which the Service Provider stores or handles Customer Equipment, and any holder of a Security Interest or other interest over the Service Provider's property, that the Customer Equipment remains at all times the property of the relevant Customer.

28.2 Service Provider Products and Equipment: Title to and r isk in the Service

Provider Products and S ervice Provider Equipment will at all times during the Term remain with the Service Provider.

29. SECURITY INTEREST

Notwithstanding that the parties acknowledge and agr ee that the arrangements under clause 28.1 do not constitute a Security Interest for the purposes of the PPSA, the Service Provider acknowledges and agrees that: 29.1 Security Interest: to the extent that each Customer considers the arrangements

set out in clause 28.1 may constitute a Security Interest in the Customer Equipment and such Security Interest extends to the proceeds of the Customer Equipment for each Customer, each Customer may register a financing statement (as defined in the PPSA) on the PPSR to that effect;

29.2 Obligations in Relation to the PPSR: it will:

(a) Charges: not charge, mortgage, assign, lend, sell, impose a l ien on, dispose or part with the possession of, any of the Customer Equipment (other than in accordance with any instructions issued by the relevant Customer);

(b) Assurances: do all things and ex ecute all documents reasonably

required by each Customer to ensure that each Customer acquires a first ranking perfected Security Interest in its Customer Equipment under the PPSA;

(c) Waiver of Rights: waive its rights to receive a copy of any verification

statement(s) under the PPSA and that as between each Customer and the Service Provider, the Service Provider agrees to the extent Part 9 of the PPSA applies it will have no r ights under sections 114(1)(a), 116, 120(2), 121, 133, 134 and 148 of the PPSA;

(d) Rights: where each Customer has rights in addition to those in Part 9 of

the PPSA, ensure that those rights will continue to apply, and i n particular will not be limited by section 109 of the PPSA;

(e) Indemnity: indemnify each Customer for any costs incurred in valid

enforcement of the Security Interest created by this clause; and



(f) Notice: immediately notify each Customer of any change in the Service Provider's name, address details and any other information provided to each Customer to enable each Customer to register a financing change statement if required; and

29.3 Enforcement: upon the occurrence of a Material Breach or Insolvency Event by

the Service Provider, each Customer may with the prior approval of the Contract Manager, appoint any person to be a r eceiver of all or any of its Customer Equipment and, in addition to, and without limiting or affecting any other powers and authorities conferred on a r eceiver (whether under the Receiverships Act 1993 or at law or otherwise), that receiver has the power to do all things in relation to the Customer Equipment as if the receiver has absolute ownership of the Customer Equipment.

30. INTELLECTUAL PROPERTY

30.1 Existing Intellectual Property: Each Customer and the Service Provider agree that all Intellectual Property owned by each Customer or the Service Provider and existing prior to the commencement of the Services will remain the exclusive property of that person during the Term and afterwards. The Service Provider will not use any Intellectual Property of any Customer, except with the prior written consent of that Customer.

30.2 New Intellectual Property: The Service Provider agrees that:

(a) Vest in Customers: all Intellectual Property that is created by the

Service Provider or any of its Personnel or subcontractors during the Term, as a r esult of, for the purposes of, and in connection with, the performance of this agreement will vest in, and i s assigned to, the Customers on creation;

(b) Further Assurances: the Service Provider must execute all documents

and do all things required to give effect to this clause 30.2; and

(c) Licence: the Customers will grant to the Service Provider a royalty free, non-exclusive license during the Term to use any Intellectual Property vested in the Customers under this clause 30.2 for the purpose of the Service Provider performing its obligations under this agreement.

30.3 No Infringement: The Service Provider represents and w arrants that any

Intellectual Property created, used or supplied by the Service Provider in performance of the Services will not infringe any Intellectual Property of any person.

31. DOCUMENTATION

31.1 Documentation Requirements: The Service Provider must, and must ensure that its Personnel and subcontractors:

(a) Create and Maintain: create and maintain proper, complete and

accurate documentation relating to all elements of the Services including an up-to-date comprehensive nutritional analysis (using the New Zealand Food Composition Database – FOODfiles or any replacement thereof) and ingredient listing for all Menus, Recipes and Food Products;



(b) Sufficient Standard and Detail: maintain such documentation to a standard and containing sufficient detail to allow:

(i) the Service Provider’s compliance with this agreement and the

accuracy of its invoices issued to each Customer (and copied to the Contract Manager) under this agreement to be determined; and

(ii) each Customer or any Third Party Provider to perform the

Services in the event the Service Provider (and/or its relevant Personnel or subcontractor) ceases to do so in whole or in part for any reason; and

(c) Secure Storage: store all documentation securely and el ectronically

back-up such storage in accordance with Good Industry Practice.

31.2 Availability of Documentation: The Service Provider will, immediately upon receipt of a request from the Contract Manager, provide to the Contract Manager any documentation that the Service Provider or any of its Personnel is required to maintain under clause 31.1. The Service Provider will, immediately upon receipt of a request from a Customer, provide to that Customer any documentation that the Service Provider or any of its Personnel is required to maintain under clause 31.1, which relates to that Customer and/or Services provided to that Customer. For the avoidance of doubt:

(a) Contract Manager and Customer: the Contract Manager and

Customers acknowledge that any information disclosed by the Service Provider under this clause 31.2 is subject to clauses 52 and 30.1; and

(b) Service Provider: the Service Provider acknowledges any such

information provided under this clause 31.2 can be di sclosed to an officer, employee or professional adviser of or to the Contract Manager or Customer (on a " need to know" basis) and pr ovided that any such disclosure is further on the basis that the information is to be kept confidential and will be destroyed as soon as it is no longer required.

31.3 Availability of Documentation to Third Parties: Notwithstanding any contrary

provision in this agreement, the Contract Manager and each Customer is entitled to provide any documentation (but not any Service Provider recipes, ingredient listing for any Food Products, other Confidential Information of the Service Provider or existing Intellectual Property the property of the Service Provider under clause 30.1) to any Third Party Provider, other service provider(s) or prospective service provider(s) of the Customer for the purpose of enabling that service provider(s) to provide, or to consider whether to provide, services the same or similar to any Services to the Customer.

31.4 Ownership of Documentation: Ownership of, and rights to (including rights to

use), any documentation which is developed, commissioned or contracted under this agreement will be vested or granted in accordance with clause 30.2.

32. PATIENT DATA

32.1 Ownership and Use of Patient Data: All Patient Data is Confidential Information and is and will remain at all times the property of the Customers. The Service Provider must at all times comply with:



(a) Policies: the Customer's Policies;

(b) Privacy Act: the Privacy Act 1993; and

(c) Code: the Health Information Privacy Code,

in relation to Patient Data and including that it must not use Patient Data for any purpose other than directly in relation to the supply of the Services.

32.2 Safeguarding Patient Data: The Service Provider must:

(a) Procedures and Safeguards: establish, maintain and enforce safety and security procedures and safeguards against the unauthorised use or disclosure of, or unauthorised access to, Patient Data in the possession of the Service Provider in accordance with the Customer's Policies, Laws (including the Health Information Privacy Code) and Good Industry Practice;

(b) Communication: ensure any communication of any Patient Data by the

Service Provider (including its employees, agents or contractors) over a computer network (including the internet) uses a secure communication protocol to be confirmed between the parties;

(c) Storage of Patient Data: ensure that any Patient Data held or stored

(either in hard copy, electronically or on any other medium) is held in accordance with the requirements of New Zealand privacy legislation including the Privacy Act 1993, the Health Information Privacy Code 1994 subject only to the exception that the Service Provider is not required to maintain any on-shore back-up of data;

(d) Retention of Patient Data: ensure that any Patient Data is retained

and/or stored by the Service Provider (or any agent or contractor) no longer than is r easonably necessary for the purposes of the Service Provider providing the Services and otherwise fulfilling its obligations under this agreement, and t hat Patient Data is at that point in time deleted and removed from the Service Provider's systems and records (including any systems or records of any agent or contractor or the Service Provider which may receive and/or store any Patient Data);

32.3 Access: Within a reasonable period of receiving notice from the Contract

Manager requesting such access, the Service Provider must give the Contract Manager or its agent access to its computer systems (and other information storage systems and processes) at a level and to the degree that is required to enable the Contract Manager or its agent to carry out (on an annual basis) a privacy and security audit of the Patient Data collected, held and accessed by the Service Provider.

33. RETURNING DATA AND INFORMATION

33.1 Service Provider’s Obligations: Subject to clause 33.2, on request by the Contract Manager (on behalf of any Customer), at the end of the Exit Transitional Period which relates to that Customer, or on termination of this agreement for any reason by the Contract Manager in relation to that Customer, the Service Provider must:



(a) Return: promptly return to the Contract Manager (on behalf of the Customer) and in the same format in which it was originally supplied to the Service Provider; or

(b) Destroy: if requested by the Customer, destroy (and promptly certify to

the Customer in writing that it has done so),

all physical and written records, or any other medium whatsoever containing the Customer's Intellectual Property, Confidential Information, Patient Data, and al l documentation relating to or concerning that Intellectual Property or Confidential Information, including copies and all such assets, data, material records, or other medium held or under the control of any Personnel (Customer Information and Materials).

33.2 Partial Exit: If some only of the Services have been terminated, or if Services

have been terminated at some of a Customer's Premises only, the obligations in clause 33.1 will only apply to those Customer Information and Materials that relate solely to the terminated Services or relevant Premises.

33.3 Customer’s Obligations: Subject to clause 33.4, at the end of the applicable

Exit Transitional Period, or on termination of this agreement for any reason by the Contract Manager, the relevant Customer or Customers must:

(a) Return: promptly return to the Service Provider (in a f orm reasonably

requested by the Service Provider); or (b) Destroy: if requested by the Service Provider destroy (and promptly

certify to the Service Provider in writing that it has done so),

all of the Service Provider's Intellectual Property, all physical and written records containing the Service Provider's Confidential Information, and all documentation relating to or concerning that Confidential Information (or the part the Service Provider requests) including copies held by, or on behal f of, the Customer (Service Provider Materials).

33.4 Exclusions: A Customer's obligations under clause 33.3 will:

(a) Right to Continue to Use: not apply in respect of any of the Service Provider Materials to which the Customer has a right or licence to continue to use the same under this agreement or otherwise; and

(b) Partial Disengagement: only apply, if some only of the Services have

been terminated, to those Service Provider Materials which relate solely to the terminated Services.

33.5 Access to Premises and Material: Without limiting the effect of clause 33.1 or

clause 49, the Service Provider must give each Customer, the Contract Manager and their personnel full access at all reasonable times, on one hour 's notice, during and after the Term to:

(a) Premises: any premises at which, or from which, the Service Provider

or a subcontractor supplies the Services;

(b) Personnel: the Personnel; and



(c) Materials: equipment, software, resources, systems, data, documents and records in which any Customer Information and Materials may be contained,

to enable each Customer to recover the Customer Information and Materials.



PART E – RISK MANAGEMENT 34. PLANS, RISK MANAGEMENT AND REPORTING

34.1 Plans: The Service Provider must: (a)

(b)




(c)

(d)

34.2 Risk Management Obligations: The Service Provider must, in a manner that is

consistent with the nature and scope of the Services and in accordance with:

(a) Policies: the Customer Policies and any other relevant policies, standards or guidelines (including applicable Ministry of Health National Emergency Management requirements and guidelines) advised by the Contract Manager;

(b) Good Industry Practice: Good Industry Practice; and

(c) Other Standards: all other relevant industry standards and guidelines, (together Risk Standards), establish and us e processes approved by the Contract Manager (on behalf of the Customers) to effectively identify, manage and report Risks.

34.3 Responsibilities: Without limiting the responsibilities of the Contract Manager under clause 34.2 or under any other provision of this agreement the Service Provider will and each Customer will:

(a) Assist Customer: work together throughout the Term, generally to

assist with risk assessment processes by identifying Risks within the Services and determining appropriate recovery and/or Risk reduction measures and strategies for the Customer as appropriate and including




on-going monitoring and r eview of the Customer's Risk management plan to ensure that it remains valid during the Term;

(b) Plan Compliance: assist each other to comply with each plan

developed under clauses 34.1(a) and 34.1(b) (including as any such plan becomes applicable and is required to be implemented at any time during the Term) and to implement any controls and processes required under any such plan;

34.4 Service Provider Responsibilities: Without limiting the responsibilities of the

Contract Manager under clause 34.2 or under any other provision of this agreement the Service Provider will:

(a)

(b)

34.5





34.6

34.7 Information: If requested by the Contract Manager (on behalf of a Customer), the Service Provider will:

(a) Participate: attend and par ticipate in the Customer's internal risk

management meetings, audits and assessments;

(b)

(c) Respond: answer any queries that the Customer or the Contract

Manager may have, or provide any information or material reasonably requested by the Customer or the Contract Manager, in respect of any of the matters covered by this clause 34, including for the purpose of enabling the Customer to comply with any Laws.

34.8 Conflicts of Interest: As at the date of this agreement, the Service Provider

undertakes that it has disclosed to the Contract Manager and each Customer in writing any interest it has which may conflict with the interests of each Customer under this agreement or in any other material way.

34.9 No Limitation: The identification of Risks by the Service Provider in accordance

with this clause does not limit the Service Provider's other obligations under this agreement.

35. CUSTOMER POLICIES

35.1 Compliance: Subject to clause 35.3, the Service Provider must comply with the Customer Policies.





35.2 Policies as at Services Commencement Date: The Customer Policies in effect

at the Services Commencement Date of each Customer are set out in the Customer's Services Statement.

35.3 Changes to Customer Policies: Each Customer will notify the Service Provider

(and provide a c opy of such notification to the Contract Manager) of any new Customer Policies, or changes to existing Customer Policies, that apply to that Customer.

36. INSURANCE

36.1

36.2

36.3

37. FORCE MAJEURE

37.1 Effect of Force Majeure: If and t o the extent to which a party (including any Customer) is unable to carry out any of its obligations under this agreement because of any event or circumstance which is, in relation to that party (Non Performing Party), a Force Majeure, the Non Performing Party will have no liability to any other party in respect of the non-performance by the Non Performing Party of such obligations, provided that:

(a) Notice: the Non Performing Party must, as soon as reasonably

practicable after becoming aware of the Force Majeure, notify the other party or parties affected by the Force Majeure (Performing Party) in writing accordingly, describing the event or circumstance of Force Majeure, including:




(i) the date of the commencement of the Force Majeure;

(ii) the expected effect or duration of the Force Majeure; and

(iii) where reasonably practicable, the Non Performing Party's

proposal for mitigating the effect or duration of the Force Majeure and, if applicable, the amount of any cost that may be incurred by any other party as a r esult of implementing this proposal (provided that no such proposal will be implemented by the Non Performing Party without the prior written consent of the other parties),

and, where reasonably practicable, the Non Performing Party will continue to provide to the other parties affected by the non-performance and the Contract Manager regular written reports with respect to such Force Majeure, for so long as the Force Majeure continues to prevent the Non Performing Party from carrying out any of its obligations under this agreement;

(b) No Release: no party will be released from any liability which existed

before the commencement of the Force Majeure;

(c) Mitigation: the Non Performing Party must endeavour to overcome, and to mitigate the effects of, the Force Majeure and t o complete the Non Performing Party's obligations under this agreement on time;

(d) Notice of Cessation: the Non Performing Party will, as soon as

reasonably practicable after becoming aware of the cessation of the Force Majeure, notify the other parties in writing accordingly;

(e) Disaster Recovery: nothing in this clause 37 including (for the

avoidance of doubt) any termination under clause 37.2, will apply to the requirement for the Service Provider to provide Disaster Recovery Services under clause 38 of this agreement; and

(f) Remain in Effect: this agreement will otherwise remain in effect in all

respects. 37.2 Termination by Customer as a Result of Force Majeure: If any Force Majeure

affects the Service Provider as the Non-Performing Party and is of such magnitude or will be of such duration that it is, or is reasonably likely to be, impossible or impractical for the Service Provider to comply, to a material extent, with its obligations under this agreement in respect of a particular Premises or a particular Customer or Customers for a period of 4 consecutive months or longer, the Contract Manager may subject to clause 37.4 terminate this agreement in respect of the particular Premises, Customer or Customers affected by written notice to the Service Provider.

37.3 Termination by Service Provider as a Result of Force Majeure: If any Force

Majeure affects a C ustomer as the Non-Performing Party and i s of such magnitude or will be of such duration that it is, or is reasonably likely to be, impossible or impractical for the Customer to comply, to a material extent, with its obligations under this agreement for a period of 4 consecutive months or longer, the Service Provider may, subject to clause 37.4 terminate this agreement in



respect of that Customer by written notice to the Customer and Contract Manager.

37.4 Notice: Any termination notice given under clause 37.2 or 37.3, in order to have

effect, must state:

(a) the Force Majeure which the Performing Party considers to have led to, or to be l ikely to lead to, the impossibility or impracticality referred to in the relevant clause (Relevant Force Majeure);

(b) that the Performing Party has concluded that the Relevant Force

Majeure will have that effect, including all material particulars to support that conclusion; and

(c) in the case of any termination under clause 37.2, whether the Relevant

Force Majeure relates to any affected Customer (Affected Customer) as a whole or to a particular Premises only;

37.5 Termination: this agreement will terminate with respect to each Affected

Customer (or in respect of the particular Premises only) on the date which is 60 Business Days after the date on which the notice is received by each relevant party.

37.6 Suspend Price: If a material component of the Services provided to an Affected Customer is suspended as a result of a Force Majeure (Suspended Component), then the Affected Customer will not be required to pay the Price under this agreement relating to the Suspended Component, while the Suspended Component remains suspended.

38. DISASTER RECOVERY SERVICES

38.1 Disaster Recovery Plan: The Service Provider must prepare a disaster recovery plans and business continuity plans in accordance with clause 34.1 and any other plans or procedures required to be prepared by applicable statutory requirements, Ministry of Health policy or requirements or as requested by any Customer for business planning and procedures in an em ergency or disaster scenario (Disaster Recovery Plans). The disaster recovery plan must specify a methodology, based on a pr inciple of open book cost recovery, for determining the basis on which the Service Provider will be reimbursed for providing Disaster Recovery Services.

38.2 Disaster Services: In the event of a Disaster (whether or not such event

constitutes a F orce Majeure and whether or not there is any termination under clause 37.2), the Service Provider must use best endeavours to:

(a) Comply: comply with each relevant Disaster Recovery Plan;

(b) Disaster Recovery Services: provide the Disaster Recovery Services;

and

(c) Other: do all other things reasonably required to deal with the Disaster including actively responding and calling on its most skilled resources to contribute to appropriate resolutions.



38.3 Major Incident: In the event of any major incident in which a C ustomer's business continuity plan and/or emergency response plan is required to be activated and put into effect (whether or not such event constitutes a Force Majeure and/or a Disaster) and w hether or not there is any termination under clause 37.2, the Service Provider must:

(a) Ensure Supply: ensure the affected Customer or Customers have an

adequate supply of food to meet the demands of the incident; and

(b) Comply with Plan: ensure all steps and pr ocesses the Services Provider is required to do and undertake under the business continuity plan and/or emergency response plan are completed within the required timeframe.

38.4 Reimbursement: The Service Provider will agree with the Contract Manager and

each Customer the basis on w hich the Service Provider will be r eimbursed for performing its obligations under clause 38.2 in accordance with the methodology set out in the Disaster Recovery Plan.



PART F – TERMINATION AND EXIT ARRANGEMENTS 39. TERMINATION

39.1 Customer Termination: In addition to any other right or remedy conferred on the Contract Manager and/or on each Customer under this agreement or by law:

(a)

(b)

39.2





39.3 Service Provider Termination for Cause: In addition to any other right or

remedy conferred on t he Service Provider under this agreement or by law, the Service Provider may terminate this agreement in respect of a Customer at any time and w ith immediate effect by written notice to that Customer and t he Contract Manager if the Customer:

(a) Material Breach Capable of Remedy: has committed a C ustomer

Material Breach of this agreement where that breach is reasonably capable of being remedied and where the Customer has failed to comply with an ear lier written notice given by the Service Provider to the Contract Manager and that Customer:

(i) specifying that breach; and

(ii) requiring that Customer remedy that breach within the period

specified in the earlier notice (which, in order for that notice to be effective, must be at least 5 Business Days after receipt of the earlier notice); or

(b) Material Breach not Capable of Remedy: has committed a Customer

Material Breach of this agreement, where that breach is not reasonably capable of being remedied by the Customer within 5 Business Days.

39.4 Effect of Termination/Expiry: On termination, in whole or in part, or on expiry of

this agreement for any reason:

(a) Without Prejudice to Rights: the termination or expiry will be without prejudice to each party's rights and remedies in respect of any breach of this agreement by any other party where the breach occurred before the termination of this agreement;

(b) Perpetual Provisions: the provisions of the Perpetual Provisions,

together with those other provisions of this agreement that are incidental to, and required in order to give effect to the Perpetual Provisions, will remain in full force and effect;

(c) Service Provider Obligations: the Service Provider will:

(i) promptly return all Customer Equipment in the Service

Provider's possession to the applicable Customers;

(ii) co-operate with the applicable Customers and the Contract Manager to ensure that there is an orderly transition from the Service Provider to each applicable Customer's new service provider(s);

(iii) provide Exit Transitional Services in accordance with the terms

of this agreement;

(iv) promptly remove from the applicable Premises all Service Provider Products and any surplus material and rubbish of the




40. PARTIAL TERMINATION

40.1 Election by Contract Manager: The Contract Manager may elect whether a termination under clause 39.1(a) or 39.2 applies to:

(a) Premises: any or all of the relevant Customer's Premises at which

Services are provided under this agreement at the time of the issue of a termination notice, or whether any such Premises may survive that termination. If the Contract Manager elects that a Premises will survive termination, then in respect of each such surviving Premises, the terms of this agreement continue to apply to that Premises. Subject only to the express provisions of any Services Statement, no early termination fee or other penalty or liability will be i ncurred by any Customer (or the Contract Manager) in respect of a termination of a Premises; or

(b) Services: all or part of the Services provided to the relevant Customer

or Customers. If the Contract Manager elects that the termination will apply to only a par t of the Services provided to the relevant Customer (Terminated Services), then in respect of each continuing Service, the terms of this agreement continue to apply,

and clauses 40.2 to 40.5 will apply. 40.2 Variation where Terminated Services: In the case of any termination of only a

part of the Services, this agreement is deemed to be v aried by deletion of the Terminated Services from the Services recorded in the relevant Services Schedules and by making such incidental amendments to this agreement as are required in order to give effect to that deletion, including removal of all elements of the pricing for the Terminated Services that relate to the Terminated Services only and the proportionate reduction of all other amounts payable under this agreement by the relevant Customer for the Terminated Services, or otherwise, to reflect the adjustment in the Services consequent upon removal of the Terminated Services. T he Contract Manager may (acting reasonably) specify specific variations to this agreement to apply on t ermination of the relevant Services. If the Service Provider, acting reasonably, does not agree to any variations specified by the Contract Manager, the parties agree to follow the procedure set out in clause 51 of the Agreement.

40.3 Partial Termination Report: The Service Provider agrees that prior to specifying

variations to this agreement to apply in the event of a termination of only some of the Services, the Contract Manager may require and the Service Provider will, at its cost, prepare a report (Partial Termination Report) within 10 Business Days of the Contract Manager's request (or such longer period as the Contract




Manager may agree) on how the partial termination will be implemented, and to the extent relevant, detailing: (a) Effect: the effect of the partial termination on the ability of each of the

relevant parties to meet their respective obligations under this agreement;

(b) Costs: any cost implication for any party in relation to the partial

termination, including where the Contract Manager is exercising a r ight to terminate in respect of only some of the Services;

(c) Material impacts: any consequential material impacts of the partial

termination; (d) Exit Transitional Services: any Exit Transitional Services to be

supplied by the Service Provider in relation to the partial termination; (e) Timeframes: the timeframes for implementing the partial termination,

including how the relevant Exit Transitional Services will be implemented;

(f) Variation: any proposed variation of the terms of this agreement arising

out of the partial termination; and (g) Other information: such other information which is likely to be material

to the Contract Manager and the Customer. 40.4 Further Termination Right: Without limiting any other rights each Customer and

the Contract Manager may have, if at any time the Contract Manager considers (acting reasonably) that the Service Provider is not promptly implementing and effecting any required changes r esulting from a partial termination or is not promptly fulfilling any obligations of the Service Provider in relation to a partial termination (such as promptly supplying any relevant Exit Transitional Services), the Contract Manager may give notice to the Service Provider specifying the issue or issues and requiring the Service Provider to rectify the issues specified within 10 Business Days. If the Service Provider fails to do so, the Contract Manager may by notice to the Service Provider convert the partial termination to a f ull termination of this agreement with respect to that Customer.

40.5 Exit Transition: In the event of the expiry or termination of a Premises, or any

Terminated Services, the Service Provider must, throughout the relevant Exit Transitional Period, provide to the relevant Customer such Exit Transitional Services as are reasonably required by the Contract Manager (on behalf of the Customer) in order to effect an orderly cessation by the Service Provider of the Terminated Services, and/or an orderly transition of responsibility for the Terminated Services to the Customer or a replacement service provider. Such Exit Transitional Services will be provided on the same basis as any other Exit Transitional Services under this agreement.

41. TRANSFER OF ASSETS ON TERMINATION

41.1 Definitions: For the purposes of and in this clause 41, unless the context indicates otherwise:

Acquired Assets means any plant and equi pment acquired by the Service Provider from the relevant Customer;



Additional Assets means any plant or equipment acquired at any time by the Services Provider exclusively or primarily for the purpose of providing the Services to the relevant Customer; and Encumbrance means: (a) any interest, equity or other right of any other person (including any right

to acquire, option, right of first refusal or right of pre-emption), mortgage, charge, pledge, lien, restriction, assignment, hypothecation, security interest, title retention, sale and buy-back, sale and lease-back or any other interest in property that legally or in substance secures any obligation of any person, or other arrangement of any nature having similar economic effect (and includes any "security interest" within the meaning of the PPSA); or

(b) any agreement or arrangement to create any of the above.

41.2

41.3 Closing: Closing of the sale and purchase of the Sale Assets under clause 41.2

will take place on the last day of the relevant Exit Transitional Period. On closing:

(a) Payment: the relevant Customer will pay the price for the Sale Assets (calculated as provided under clause 41.2) to the Service Provider;

(b) Risk and Title: title to, possession of, property in, and the benefit and

risk of, the Sale Assets remains solely with the Service Provider until closing and passes to the Customer on and from closing.

(c) Warranties: the Service Provider gives and makes the following

warranties to the Customer:

(i) Authority: the Service Provider has the legal right, authority and full power to sell and t ransfer the Sale Assets to the Customer; and

(ii) Title: there are no outstanding Encumbrances over the Sale

Assets and t he Service Provider delivers clear and full legal and beneficial title to the Sale Assets to the Customer.




41.4 Acknowledgement: The Service Provider acknowledges and agrees that the Sale Assets may be used by the Customer and/or a contractor following the expiry or termination (in whole or part) of this agreement and ac cordingly possession of the Sale Equipment will be gi ven by the Service Provider to the Customer and/or a new contractor nominated by the Customer immediately following expiry or termination (in whole or part) of this agreement to ensure continuity of the relevant Services, and any competing claim or interest in the Sale Equipment shall be subject to this possession right. For the avoidance of doubt, the Service Provider shall have no liability in connection with the use by the Customer and/or a contractor of the Sale Assets.

41.5 Security Interest: The Service Provider grants to each Customer a S ecurity

Interest over the Acquired Assets and the Additional Assets which are used solely or primarily for the provision of Services to that Customer. The Security Interest created by this agreement secures the due and punctual performance and observance of the Service Provider's obligations in respect of this clause. The Security Interest created by this agreement is a first ranking Security Interest, except where the Customer otherwise consents in writing.

41.6 Service Provider Obligations: The Service Provider will:

(a) Asset Register: keep and m aintain a c omprehensive and up-to-date Schedule of Assets and assets register for each Premises listing the Services Provider's assets (being Acquired Assets and A dditional Assets) used solely or primarily for the provision of services for that Site including a record of purchases, disposals and depreciated value of all Acquired Assets and A dditional Assets and s hall permit the relevant Customer and the Contract Manager to examine that Schedule and register for the purposes of verifying the existence and value of Acquired Assets and Additional Assets;

(b) Asset Maintenance: keep and m aintain the Acquired Assets and

Additional Assets in good order and repair and in proper working order including ensuring those assets are maintained in a proper and skilful manner by properly trained and competent persons in compliance with relevant manufacturer's requirements; and

(c) Additional Assets: not purchase any equipment in substitution for any

Acquired Asset or Additional Asset:

(i) unless and unt il that Acquired Asset or Additional Asset has become defective or for any other reason is at the end of its economic life; and

(ii) without first discussing the required replacement and proposed

replacement equipment with the Contract Manager and relevant Customer and obtaining the approval of the Contract Manager and relevant Customer (such approval not to be unreasonably withheld or delayed) for the proposed replacement and replacement equipment.

42. EXIT TRANSITIONAL PERIOD

42.1 Exit Transitional Period: Unless otherwise agreed in writing by the parties:



42.2 Exit Requirements: The Service Provider will during each Exit Transitional

Period assist in the transition to a new service provider(s) and the following provisions will apply.

(a) Exit Plans: The Service Provider will at all times during each Exit

Transitional Period comply with the National Exit Plan and relevant Customer Exit Plan (as applicable).

(b) Operational Services: The Service Provider must provide all or part of

the Operational Services for all or part of each Exit Transitional Period, as required by the Contract Manager, on the same terms and conditions that applied immediately prior to the termination or expiry of this agreement.

(c) Exit Transitional Services: The Service Provider must provide the Exit

Transitional Services together with all reasonable assistance and c o-operation to each Customer in regards to all matters relating to the transition of the Services to a new service provider or providers for the duration of each Exit Transitional Period.




(d) Assets: unless permitted or required otherwise under the Customer Exit Plan, the Service Provider will:

(i) maintain all assets that a C ustomer will acquire under

clause 41 in good operating condition and repair in accordance with established maintenance programmes;

(ii) not dispose of any asset that a C ustomer will acquire under

clause 41 without the prior written consent of that Customer; and

(iii) at all times hold legal title to any asset the subject of clause 41

and will not permit any person (other than the Customer) to hold an encumbrance or any other interest in any asset that a Customer will acquire under clause 41, other than with that Customer's prior written consent.

(e) Notice: The Contract Manager will (on behalf of each relevant

Customer), as soon as reasonably practicable, notify the Service Provider in writing of the Operational Services and E xit Transitional Services which the Service Provider is to provide during the applicable Exit Transitional Period (Exit Transitional Services Notice).

(f) Compensation: The parties agree that:

(i) the Service Provider will perform the Exit Transitional Services

at its cost;

(ii) Each Customer will pay the Service Provider that part of the Price for Operational Services, if any, that are determined by the Contract Manager (on behalf of the Customer) to be required to be provided by the Service Provider during the Exit Transitional Period; and

(iii) if the Contract Manager terminates this agreement with respect

to that Customer pursuant to clause 39.1, the Service Provider will be liable to that Customer for all direct costs and expenses reasonably incurred by the Customer in transitioning of the Operational Services to a new service provider or providers.

(g) Early Termination of Exit Transitional Period: The Contract Manager

(on behalf of a Customer) may terminate an Exit Transitional Period, and any Operational Services or Exit Transitional Services provided to that Customer during the Exit Transitional Period, at any time by written notice to the Service Provider.

42.3 Assistance and Co-operation: In regards to all matters relating to the transition

of the Operational Services to a new service provider(s), the Service Provider must during the Exit Transitional Period:

(a) Access to Facilities and Resources: at all reasonable times, provide

access to the facilities and r esources, equipment and s oftware (to the extent permitted under any underlying agreements with third parties) being used by the Service Provider to provide the Services as required by any Customer, the Contract Manager and any potential new service provider, including by directing its Personnel to assist the Contract



Manager, each Customer and any potential new service provider as reasonably required;

(b) Access to Personnel: at all reasonable times, provide to the Contract Manager, any Customer and any potential new service provider access to Personnel of the Service Provider employed in providing the Services as required by the Contract Manager and each Customer;

(c) Information: provide such information to the Contract Manager and each Customer as requested by the Contract Manager and that Customer;

(d) Reports: if requested by any Customer or the Contract Manager,

prepare final reports to outline outstanding projects and work in progress in relation to the Services; and

(e) Co-operate: co-operate in good faith with the Contract Manager, each

Customer, any third party engaged by the Contract Manager or a Customer and any potential new service provider(s).



PART G – WARRANTIES AND INDEMNITY 43. REPRESENTATIONS AND WARRANTIES

43.1 Service Provider Representations and Warranties: The Service Provider represents and warrants to each Customer and t he Contract Manager and acknowledges that:

(a) Agreement: this agreement is valid, binding and enforceable on it and it

has the power and authority to enter into, and perform all of its obligations under, this agreement;

(b) No Insolvency Event: no Insolvency Event has occurred in respect of

it;

(c) Skills: it has the expertise, ability, experience, skill, capability and i s willing and able to provide the Services and perform all of its obligations under this agreement;

(d) Service Provider Products and Equipment: the Service Provider

Products and Service Provider Equipment are reasonably fit for purpose, free of material defects in design, material, workmanship or performance, comply with the requirements of this agreement and meet any specifications relating to the Service Provider Products or Service Provider Equipment (as the case may be);

(e) Compliance with Laws: in performing the Services it will, and will

ensure that all Personnel and Subcontractors, comply with all Laws, regulations, rules, industry and professional codes of practice or conduct and any Ministry of Health or Ministry of Primary Industries requirements and guidelines and the Customer Policies;

(f) Resources and Expertise: it has, or will have at the relevant time, the

resources, capacity, expertise and abi lity in terms of equipment, software, know-how and Personnel to provide the Services;

(g) No Material Defaults/Liabilities: it is not:

(i) No Default: in default under any other agreement to which it is

a party or which is binding on its assets or business; or

(ii) No Proceedings: involved in any action or administrative proceeding against it under any court or by any agency,

in a manner that will, or is likely to have, a material adverse effect on the delivery of the Services;

(h) No Inconsistency: it is not a party to any agreement, arrangement or

other understanding with any other person that is materially inconsistent with the terms of this agreement, and performing the Services under this agreement will not constitute a breach of any other agreement to which it is a party;

(i) True and Accurate: all information and representations provided and

made by the Service Provider to Health Benefits Limited, under or in relation to this agreement including as part of the Service Provider's



Request for Binding Offer Response, the Revised Price, the Best and Final Offer and c ontained within the Correspondence, is, are and will remain in all respects true, accurate, correct in all particulars and not misleading or inaccurate;

(j) Professional Delivery: it will provide the Services and perform all of its

other obligations under this agreement in a timely, diligent, efficient and professional manner;

(k) Specific Services Warranties: the Services provided by the Service

Provider and the Food Products provided pursuant to the Services will:

(i) KPIs: meet or exceed the KPIs;

(ii) Skill: be performed and prepared with due care, skill and diligence, and in accordance with Good Industry Practice;

(iii) Fit: be fit for the purposes for which they are provided (as

made known to the Service Provider or which the Service Provider should have been reasonably aware of at the relevant time); and

(iv) Comply: meet the specifications and requirements set out in

this agreement, including the Food Specifications, the Detailed Service Specifications, any other quality requirements for the Services and the Food Products specified in this agreement

(l) Third Party Warranties: it will provide each Customer, or if it is unable

to do s o, hold for the sole benefit of each Customer, all warranties provided by third parties in respect of the supply of anything under this agreement;

(m) No Intellectual Property Infringement: use of the Services by each

Customer, or their personnel, or any equipment, including any Service Provider Products or Service Provider Equipment, provided in relation to the Services, will not infringe any third party's Intellectual Property rights; and

(n) Due Diligence Warranties: it has had t he opportunity to conduct

appropriate due di ligence and t hat the Customers have themselves or through their agents delivered or made available all information and documents the Service Provider considers reasonably necessary, or which were requested by the Service Provider, to enable it to:

(i) Entry: form the decision to enter this agreement; and

(ii) Perform: satisfy itself that it is able to perform its obligations

under this agreement,

and without limitation, it is not relieved of any of its obligations under this agreement as a result of:

(iii) Failure: failure to review the due diligence information

provided or any documents referred to in the due d iligence information, or any failure to request any information, including documents, from any Customer (except where the Customer



knew or reasonably ought to have known that the information was relevant to the Service Provider and did not disclose it to the Service Provider); or

(iv) Errors: any inaccuracies, errors or omissions contained in the

due diligence information or in any documents referred to in the due diligence information.

43.2 Agency: The Service Provider represents and acknowledges that it is aware that

Health Benefits Limited has executed this agreement as agent for a Customer, and not in its own capacity with respect to the obligations of each Customer. The Contract Manager represents and warrants to the Service Provider that with respect to any Customer on whose behalf the Contract Manager has signed this agreement, the Contract Manager was appointed as agent of the Customer for the purposes of that Customer signing this agreement.

43.3 Customer Representations and Warranties: Each Customer represents and

warrants to the Service Provider that with respect to the Customer individually:

(a) Agreement: this agreement is valid, binding and enforceable on the Customer; and

(b) No Insolvency Event: no Insolvency Event has occurred in respect of

the Customer. 43.4 Warranties Given and Repeated: Each representation and warranty set out in

clause 43.1 and 43.2 is given as at the date of this agreement and will be deemed repeated continuously during the Term.

44. INDEMNITY AND LIMITATION OF LIABILITY

44.1

44.2




44.3 Several Liability: Each Customer is severally liable (and not jointly) for its

obligations under this agreement. 44.4

44.5





44.6

44.7 Review: The Service Provider agrees that, in conjunction with the Contract

Manager it will review the dollar values set out in clauses 44.5(a) and 44.5(b) following the 5 year anniversary and f ollowing the 10 y ear anniversary of the Commencement Date and di scuss in good f aith whether there should be an increase to those amounts. Any agreed increase will be r ecorded in writing between the parties and the amounts set out in clauses 44.5(a) and 44.5(b) of the agreement will be immediately deemed to be i ncreased to the amounts so agreed.

44.8 Exclusion - Agent: For the avoidance of doubt, Health Benefits Limited (as

agent for any Customer for the purposes of signing this agreement) and the Contract Manager accepts no liability, and is not liable, to the Service Provider for any claim, expense, loss, damage or cost (including any consequential loss or damage) of any nature whatsoever suffered or incurred by the Service Provider and whether as a direct or indirect result of any act or omission by any Customer or otherwise (including any breach by any Customer of any of its obligations under this agreement).




PART H – SECURITY FOR PERFORMANCE FROM SERVICE PROVIDER 45. MOBILISATION AND TRANSITION BOND

45.1 Mobilisation and Transition Bond Amount: The Mobilisation and T ransition Bond shall be for the sum of the Mobilisation and Transition Bond Amount. The Surety must be a major New Zealand or Australian bank.

45.2 Cost: The cost of providing and maintaining the Mobilisation and Transition Bond

will be borne by the Service Provider. 45.3 Demand: Before the Contract Manager (on behalf of any Customer) can make

demand under the Mobilisation and Transition Bond:

(a) Notice: the Contract Manager must give notice to the Service Provider that such demand will be made and of the amount that will be demanded; and

(b) Service Provider Payment: the Service Provider must fail to make

payment (in immediately available cleared funds) to the Contract Manager of the amount so notified by the date 2 Business Days from the date of that notice.

45.4 No Call: The Mobilisation and Transition Bond may not be called up if:

(a) Obligations Fulfilled: the Service Provider has carried out and fulfilled

all of the obligations of the Service Provider during the Mobilisation Period and the Transition Period;

(b) No Outstanding Claims: the Service Provider has paid to the Contract

Manager (on behalf of a Customer) any damages sustained by that Customer for all defaults by the Service Provider up to the issue of the Completion Notice with respect to that Customer or the termination of this agreement; and

(c) Completion Notice: A Completion Notice has been issued in

accordance with clause 10.3(a) for the final Customer to be Transitioned. 45.5 Release of Mobilisation and Transition Bond: If no demand has been made

by the Contract Manager on behal f of any Customer under the Mobilisation and Transition Bond, and the Contract Manager has issued the Completion Notice for the last Customer to be Transitioned the Contract Manager will on behalf of the Customers, within 5 Business Days following the date of that Completion Notice, provide to the Service Provider a written release of the Mobilisation and Transition Bond.

45.6 Insufficient Security: If at any time any amount is demanded under the

Mobilisation and T ransition Bond, the Service Provider will, within 5 Business Days, procure a r eplacement or additional bond f rom one or more sureties reasonably acceptable to the Contract Manager such that the amount available to be demanded under the Mobilisation and T ransition Bond and/or any such replacement or additional bond is in aggregate the Mobilisation and Transition Bond Amount.



PART I – CONTRACT MANAGEMENT 46. CHANGE MANAGEMENT

46.1 Changes: If:

(a) Service Volume Change: the Contract Manager requires (on behalf of any Customer) the Service Provider to change the volume, capacity or resource usage of any of the existing Services provided to that Customer in respect of a particular Service or Premises;

(b) Service Scope Change: the Service Provider or the Contract Manager

proposes any change to the scope or nature of the existing Services (including any change to KPIs); or

(c) Change Event: a Change Event occurs with respect to a Customer,

and the Contract Manager does not terminate this agreement in full with respect to that Customer under clause 39.2,

(Change) the Contract Manager and the Service Provider will comply with the change management process (Change Management Process) described in this clause 46 to initiate and consider such Changes.

46.2 Change Request: If the Contract Manager or the Service Provider wants to initiate a Change, the relevant party will describe the details of the Change in a written request to the other party (Change Request). The Service Provider acknowledges that it shall not communicate with any Customer if it wishes to initiate any Change Request (including any offer to provide additional related services to any Customer), but must communicate and not ify any Change Request with respect to any Customer with and to the Contract Manager.

46.3 Relationship Charter Process: Following any Change Request the relevant

process specified in the Relationship Charter will be followed and complied with by the Contract Manager, Service Provider and relevant Customer or Customers.

46.4 Pricing: The Service Provider will only charge a Customer for a Change to the

extent the Change cannot reasonably be considered already within the scope of this agreement. If there is a cost impact of the Change then the Service Provider and the Contract Manager will use genuine efforts to agree a reasonable price for the Change (taking into account the nature and ex tent of the Change). The Service Provider and C ontract Manager acknowledge and agr ee that a cost impact of the Change may include the purchase of Service Provider assets (used to provide the Services) by a Customer in the event that the Change concerns a change in the Service delivery model.

46.5 Not Unreasonably Refuse Change: The Service Provider must not

unreasonably refuse (directly or indirectly) any Change submitted by the Contract Manager (on behalf of a Customer) or refuse to supply any Services under this agreement as a result of any Change Request submitted by the Contract Manager. Unreasonable grounds for refusing to provide a Change include:

(a) Clinical Requirement: refusing to provide any Change which results

from a new or changed clinical requirement of a Customer;

(b) Charges: demanding unreasonable charges for the Change;



(c) Conditions: imposing unreasonable conditions for undertaking the Change;

(d) Scope: refusing to include the Change under this agreement despite

the subject matter of the Change being reasonably related to or connected with the Services as they are at the relevant time; or

(e) Capability: refusing to include the Change under this agreement where

the Service Provider is able to undertake the Change. 46.6 Agreement Required: The Service Provider will not undertake any Change

unless the Contract Manager and the Service Provider agree the details of the Change in writing in accordance with this clause and the applicable process under the Relationship Charter (which agreement will not be unr easonably withheld or delayed by any party). For the avoidance of doubt, the Service Provider must agree to any Change (and cannot refuse to accept or provide any Change) that has been r equested as a r esult of any new or changed clinical requirement of a Customer.

46.7 No Obligation: A Customer will not be bound to accept or pay for any

unauthorised variations or changes to this agreement or the scope of the Services carried out by the Service Provider. The Service Provider can refuse to provide any products or services to any Customer which would constitute a Change that has not been agr eed under clause 46.6 due to such products or services not being within the scope of the Services or otherwise not within the scope of its obligations under this agreement.

46.8 Minor Changes: Where the Change requested is negligible (in terms of cost and

impact), has no i mpact on P rice, or any KPI, and does not require any amendment or result in any variation to this agreement (Minor Change), the Affected Customer and the Service Provider may agree as between them to any Minor Change requested (and the Service Provider must notify the Contract Manager of the details of any Minor Change so agreed).

47. REPORTING AND RECORDS

47.1 Reporting to Contract Manager and Customers: The Service Provider must report to each Customer and the Contract Manager in accordance with any specified reporting requirements in a S ervices Statement or as advised to the Service Provider by a Customer or the Contract Manager from time to time (including relationship management reports with respect to each Customer) required under the Relationship Charter or as requested to the Customer and the Contract Manager, including the information as required under the Relationship Charter or as requested by the Contract Manager from time to time.

47.2 Records: The Service Provider must keep full records and documentation in

relation to the Services and this agreement for a period of 7 years after the provision of such Services (subject to clause 32.2(d)) and comply with any directions, instructions or policies relating to records provided to the Service Provider from a Customer or the Contract Manager. On request by the Contract Manager or a Customer, the Service Provider must immediately provide all documents and records relating to the Services and this agreement within the Service Provider’s possession or control to the Contract Manager or the Customer.



48. RELATIONSHIP MANAGEMENT

48.1 Service Provider Representatives: The Service Provider must from time to time:

(a) Customer Operations Manager: by notice in writing to the Contract

Manager and relevant Customer, appoint a person as its Operations Manager (Customer Operations Manager) for that Customer. The Customer Operations Manager will be the primary point of contact for the Services Provider with the Customer and (for the avoidance of doubt) each Customer Operations Manager is a Key Personnel of the Service Provider for the purposes of this agreement;

(b) Contract and Performance Manager: by notice in writing to the

Contract Manager appoint a per son to have overall responsibility for monitoring and managing the performance of the Service Provider's obligations under this agreement to all Customers including the delivery of the Services to all Customers (Performance Manager) and (for the avoidance of doubt) the Performance Manager is a Key Personnel of the Service Provider for the purposes of this agreement; and

(c) Chief Operating Officer: by notice in writing to the Contract Manager,

appoint a per son as its relationship manager for the purposes of this agreement (Chief Operating Officer) to be the primary point of contact for the Service Provider with the Contract Manager for the purpose of managing the relationship of the parties under this agreement and (for the avoidance of doubt) the Chief Operating Officer is a Key Personnel of the Service Provider for the purposes of this agreement.

48.2 Customer's Representatives: Each Customer:

(a) Contract Manager: appoints the Contract Manager to be the primary point of contact on behalf of the Customer with the Service Provider with respect to this agreement for all matters concerning or relating to this agreement other than day to day operational issues concerning or relating to the provision of the Services; and

(b) Food Services Manager: will from time to time appoint a person as the

primary point of contact for the Customer with the Service Provider (and the Contract Manager) in regard to all day to day operational issues concerning or relating to the management and the delivery of the Services to that Customer (Food Services Manager).

The Service Provider and each Customer also acknowledges and agrees that any obligation or requirement in this agreement (including in the Relationship Charter) to communicate with or notify a Customer of any information, circumstance or issue will be complied with by communication with and/or notification to the Customer's Food Services Manager.

48.3 Contract Manager Representatives: The Contract Manager will from time to

time by notice in writing to the Service Provider and each Customer appoint:

(a) Food Lead: a representative of the Contract Manager (Food Lead) as the primary representative of the Contract Manager to manage the relationship between the Services Provider, Contract Manager and each Customer with respect to the Services (Food Lead); and



(b) National Contract Manager: a representative of the Contract Manager

with overall responsibility for monitoring and managing performance of this agreement by the Contract Manager (National Contract Manager).

48.4 Relationship Management: The relationship of the parties with respect to this

agreement will be governed by and under the terms of this agreement including, in particular, the Relationship Charter. For that purpose, the parties agree: (a) Appointees: their respective appointees referred to in clauses 48.1 to

48.3 above will have the roles and per form the task as required and specified under and in the Relationship Charter; and

(b) Terms of Relationship Charter: to comply with the provisions and

terms of the Relationship Charter (as amended and updated from time to time) including ensuring the party's relevant representative or representatives attend meetings (or other forums) provided for under the Relationship Charter and that the reports, procedures and ot her items any party is required to produce or contribute to by the Relationship Charter are prepared, complied with and provided.

49. GENERAL RIGHT OF ACCESS TO SERVICE PROVIDER PREMISES AND

MATERIALS

The Service Provider must on request by the Contract Manager and provided the Contract Manager gives at least 48 hours' notice of the access required, give the Contract Manager (including its employees, agents and contractors) full access at all reasonable times, during and after the Term to: 49.1 Premises: any premises at which, or from which, the Service Provider or a

Subcontractor supplies or supplied the Services; 49.2 Personnel: the Personnel; and 49.3 Materials: equipment, software, resources, systems, data, documents and

records relating to or concerning this agreement, the Services or the delivery of the Services.

50. AUDIT AND INSPECTION

50.1 Service Provider Audits: The Service Provider must conduct an audit in respect of:

(a) Financial Audit: the Services delivered, Services invoiced and Prices

charged by the Service Provider;

(b) Operational Audit: operational performance, verification that adequate safety management systems are in place and compliance with those systems and any safety requirements of this agreement; and

(c) Quality Assurance Audit: quality assurance in relation to its

performance of the Services (including compliance with any applicable national standards defined by the Sector and which have been advised to the Service Provider by the Contract Manager),



every year during the Term with respect to each Customer. The Service Provider must make the results (including any report) of each such audit (and any independent audit report, regulatory body report or other report relating to the operations of the Service Provider or any subcontractor relating to the Services) available to the Contract Manager and the relevant Customer.

50.2 Contract Manager Audit: The Service Provider must, following request or

immediately in the event of any perceived significant risk to finances or patient health (determined by the Contract Manager or a Customer, acting reasonably), give the Contract Manager (on behalf of each Customer) (and each Customer's personnel including internal and external auditors and advisers) full access at all reasonable times during the Term and for a period of 12 months after the end of the Term, to:

(a) Premises: any premises at which or from which the Service Provider or

a subcontractor supplies the Services;

(b) Personnel: the Personnel; and

(c) Materials: equipment, resources, systems, data, accounts and documents and r ecords relating to the Services including menus, ingredients and the Price for the Services provided both by the Service Provider and by any subcontractors,

in order to enable the Contract Manager, any Customer or its representatives to: (d) Verify: verify the quality and/or results of any audit carried out by the

Service Provider in accordance with clause 50.1;

(e) Audit: carry out any check or audit the Contract Manager believes necessary or appropriate including to assess the accuracy of reporting by the Service Provider (including performance reporting); and

(f) Other: for operational risk assessment purposes or to fulfil any

regulatory requirements. 50.3 Assistance: For the purpose of complying with this clause 50, the Service

Provider must promptly and ef ficiently give the Contract Manager and any personnel of a Customer (including internal and ex ternal auditors and advisers) any assistance they reasonably require.

50.4 Subcontractors: The Service Provider must ensure that each of the Service

Provider's subcontractors grants the Contract Manager, each Customer and its personnel (including internal and external auditors and advisers) the same rights, and agrees to fulfil the same obligations to the Contract Manager (on behalf of each Customer), as the Service Provider has under this clause 50.

50.5 Costs: Each party will be responsible for its own costs associated with any audit under this clause 50, unless the audit shows there is, or has been, a material failure by the Service Provider to comply with its obligations under this agreement, in which case the Service Provider must pay the Contract Manager's (if any) costs associated with the audit (including auditors' fees) in addition to refunding the amount of the error to the relevant Customers.

50.6 Corrective Action: The Service Provider must promptly take corrective action to

rectify:



(a) Errors: any error identified in any audit carried out under clause 50.1 or

clause 50.2, or any external audit or report concerning or relating to the provision of the Services; and

(b) Deficiencies: any other deficiencies identified in any such audit or report.

51. DISPUTE RESOLUTION

51.1 Dispute Notice: A Customer, the Contract Manager or the Service Provider may, at any time while there is a genuine dispute relating in any way to this agreement (Dispute), give written notice (Dispute Notice) to each other party to the Dispute (with (if necessary) a copy to the Contract Manager) specifying the subject matter of the Dispute.

51.2 Process: Any Dispute will be resolved in the manner and through the process

specified in the Relationship Charter.

51.3 Mediation: If the parties fail to resolve the Dispute under the Relationship Charter within 35 Business Days, or a party fails or refuses to participate in the process in clause 51.2, a party may, by written notice to the other parties to the Dispute, submit the Dispute to mediation. The mediator will be a single mediator agreed upon in writing by the parties or (if they are unable to agree on a mediator within 5 Business Days after the submission to mediation) nominated by the President for the time being of the New Zealand Law Society. In the event of any submission to mediation:

(a) Not an Expert or Arbitrator: the mediator will not be acting as an

expert or as an arbitrator;

(b) Procedure: the mediator will determine the procedure and timetable for the mediation; and

(c) Costs: the parties to the Dispute will share equally the cost of the

mediation. 51.4 Legal Proceedings: No party may issue legal proceedings (other than for urgent

interlocutory relief) relating to any Dispute, unless that party has first taken all reasonable steps to comply with clauses 51.1 to 51.3.

51.5 Continued Performance: Except where the Dispute renders it impossible to do

so, the parties will continue to perform their respective obligations under this agreement while the Dispute is unresolved, except to the extent that the Contract Manager exercises the rights to suspend the whole or any part of the Services or exercises the Step in Rights under this agreement.



PART J - GENERAL 52. CONFIDENTIALITY

52.1 Confidential Information: Subject to clauses 52.2 and 52.3, each party will maintain as confidential at all times, and will not at any time, directly or indirectly:

(a) Disclose: disclose or permit to be disclosed to any person;

(b) Use: use for itself; or

(c) Detriment: use to the detriment of any other party;

any Confidential Information except:

(d) Required by Law: as required by law;

(e) Publicly Available: as is already or becomes public knowledge,

otherwise than as a result of a breach, by the party disclosing or using that Confidential Information, of any provision of this agreement;

(f) Authorised: as authorised in writing by each other party; or

(g) Need to Know: to the extent reasonably required by this agreement

(and, without limiting the effect of this clause, a party may disclose Confidential Information only to those of its officers, employees or professional advisers, on a "need to know" basis, as is reasonably required for the implementation of this agreement).

52.2 Customer Disclosure: The Service Provider acknowledges that each Customer

and the Contract Manager may provide a c opy of, and details relating to, this agreement (including pricing) to the other Customers, the Crown, the Ministry of Health, the Contract Manager and other health sector entities including any of the DHBs as reasonably required by any Customer and/or the Contract Manager.

52.3 Official Information Act: The parties acknowledge that the Customers and the

Contract Manager are subject to the Official Information Act 1982 and that under that Act the Customers and t he Contract Manager may be r equired to release information about the Services, this agreement, the Service Provider and any subcontractors. The Customers and the Contract Manager will consult with the Service Provider when considering a r equest under the Official Information Act 1982 about the Services, this agreement, the Service Provider or subcontractors. The Service Provider agrees to provide the Customers and the Contract Manager with any information required for any Customer or the Contract Manager to respond to a request under the Official Information Act 1982.

52.4 Public Announcements: Without limitation to clauses 52.1 to 52.3, no party will

(and the Service Provider will ensure that none of its Holdings Companies or any entity of which the Service Provider is the Holding Company will) make any public statement, announcement or disclosure concerning or relating to the subject matter of this agreement except in a form and manner, and at a time previously approved by the Contract Manager and the Service Provider (such approvals not to be unreasonably or arbitrarily withheld).



52.5 Service Provider Comment: Without limitation to clause 52.4, the Service Provider must not, and must ensure that none of its Holding Companies or any entity of which the Service Provider is the Holding Company:

(a) make any media comments or publications relating to any or all of the

Customers, the Contract Manager, the Services or this agreement (including any adverse public comment or criticism relating to or concerning any of those things);

(b) raise or discuss any issues with the Ministry of Health or any Minister of

the Crown relating to or concerning any or all of the Customers or the Contract Manager in connection with this agreement or the Services,

without the prior written consent of the Contract Manager.

52.6 Notification of Related Matters: With respect to any public announcement by

any third party that has the potential to affect the provision of the Services or the Service Provider's reputation, each party will notify the other parties (and with respect to any Customer, notification to the Contract Manager will be sufficient) as soon as possible on bec oming aware of any such actual or proposed public announcement including the fact and c ontent (to the extent known) of that announcement.

53. NOTICES

53.1 Giving of Notices: A party giving notice or notifying under this agreement must do so in writing:

(a) Directed: directed to the recipient's physical address facsimile number

or email address specified in General Schedule 9, as varied by any notice; and

(b) Delivered or sent: hand delivered or sent by facsimile or by email to

such address, facsimile number or email address.

53.2 Delivery: A notice given in accordance with clause 53.1 is deemed to be received:

(a) Hand delivery: if hand delivered, on delivery;

(b) Facsimile: if sent by facsimile, when the sender's facsimile system

generates a message confirming successful transmission of the total number of pages of the notice; or

(c) Email: if sent by email, when the recipient acknowledges receipt

(whether by way of an automated message or otherwise). 53.3 Time of Delivery: Any notice transmitted by facsimile or email or delivered after

5.00 pm on a B usiness Day, or at any time on a non -Business Day, will be deemed received at 9.00 am on the next Business Day (being, in each case, the time of day at the intended place of receipt of that notice).



54. ASSIGNMENT AND CHANGE OF CONTROL

54.1 Assignment: This agreement binds, and t akes effect for the benefit of, the parties and their respective successors and permitted assigns. The parties agree that:

(a) Customer: The Contract Manager may, on behal f of a Customer,

assign any or all of any Customer's rights or obligations under this agreement at any time on not less than one month's prior written notice from the Contract Manager to the Service Provider;

(b) Contract Manager: the Contract Manager may assign any of its rights or obligations under this agreement at any time on not less than one month's prior written notice to the Customers and the Service Provider; and

(c) Service Provider: the Service Provider may not assign any of its rights

or obligations under this agreement without the prior written consent of the Contract Manager (such consent may be withheld or delayed at the Contract Manager's absolute discretion), but provided that the Contract Manager shall be deemed to have consented to any such assignment which is due to or as a result of a solvent restructure internally at a level below the Service Provider's ultimate Holding Company (including an amalgamation in which the Service Provider is one of the amalgamating companies) which has previously been approved in writing by the Service Provider (such approval also not to be unreasonably withheld or delayed).

54.2 Novation by Contract Manager: The parties agree that the Contract Manager

may at any time novate any or all of its rights or obligations under this agreement at any time to any health sector body directly or indirectly controlled by the Crown/any Crown Entity (as defined in section 7 of the Crown Entities Act 2004 which operates within the Health sector (including, for the avoidance of doubt, HealthAlliance N.Z. Limited, HealthAlliance (FPSC) Limited or any other subsidiary company of HealthAlliance N.Z. Limited)) as notified to the Service Provider and the Customers in writing by the Contract Manager and, to effect such novation, the Service Provider and t he Customers agree to sign all documents and do all other things necessary to enable the Contract Manager to novate this agreement.

54.3 Change of Control: Any change in control of the Service Provider or any

Holding Company of the Service Provider will be deemed to be an assignment by the Service Provider under clause 54.1.

54.4 Control: For the purposes of clause 54.3, references to one person being

controlled by another person mean that the other person (whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract or otherwise) has the power: (a) Governing Body: to appoint and/or remove the majority of the

members of the governing body of that person; (b) Voting Power: to appoint a member or members of the governing body

of that person, with the power to exercise, or control the exercise of, more than 50% of the maximum number of votes that might be cast at a meeting of the governing body or the members of that person; or



(c) Otherwise Control: to control, by any other means, the affairs and

policies of that person, and control and change in control have corresponding meanings.

55. GENERAL LEGAL

55.1 No Minimum Quantity/Frequency: The Service Provider acknowledges that neither the Contract Manager nor each Customer warrants or guarantees any minimum quantity or frequency of Services and the Contract Manager and each Customer make no representation to the Service Provider as to the quantity of the Services required to be provided under this agreement.

55.2 Costs: Unless otherwise stated in this agreement, each party will bear its own

costs and ex penses in connection with the negotiation, preparation and implementation of this agreement.

55.3 GST: All dollar amounts, fees and payments described and required to be made

under this agreement are stated in this agreement as exclusive of GST. If a supply made under this agreement is chargeable with GST, the recipient of the supply must pay, in addition to and at the same time as the amount payable for the supply, an amount equal to the GST charged in respect of that supply, but subject to the recipient's receipt of a GST Invoice issued by the supplier in respect of the supply.

55.4 Remedies: The rights, powers and remedies provided in this agreement are

cumulative and are in addition to any right, powers or remedies provided by law. 55.5 Entire Agreement: This agreement records the entire understanding and

agreement of the Service Provider and the Customers relating to the matters dealt with in this agreement. This agreement supersedes all previous understandings or agreements (whether written, oral or both) relating to such matters.

55.6 Further Assurances: Each party will do all things and execute all documents

reasonably required to give effect to the provisions and intent of this agreement. 55.7 No Partnership or Employment: The parties acknowledge that the Service

Provider is an independent contractor and is not an em ployee, joint venturer, partner or agent of any Customer or the Contract Manager, subject to any different relationship there may be between the Service Provider and any Customer with respect to particular Services and which is stated, referred to or recorded in the relevant Customer's Services Statement.

55.8 Waiver: Any waiver by a par ty of any of its rights or remedies under this

agreement will be ef fective only if it is recorded in writing and s igned by a duly authorised senior representative of that party. If the waiver relates to a breach of any provision of this agreement, this will not (unless stated otherwise) operate as a waiver of any other breach of that provision. No waiver of any breach, or failure to enforce any provision, of this agreement at any time by a party will in any way affect, limit or waive that party's right to subsequently require strict compliance with this agreement.

55.9 Partial Invalidity/Severance: If any provision of this agreement is or becomes

invalid or unenforceable, that provision will be deemed deleted from this agreement. The invalidity or unenforceability of that provision will not affect the



other provisions of this agreement, all of which will remain in full force and effect to the extent permitted by law, subject to any modifications made necessary by the deletion of the invalid or unenforceable provision.

55.10 Privity: This agreement is intended to be for the benefit of, and enforceable by,

the Contract Manager and each Customer for the purposes of the Contracts (Privity) Act 1982.

55.11 Obligations: Each obligation of the Service Provider owed to the Contract

Manager will be deemed to be an obligation of the Service Provider owed to each Customer and may be enforced against the Service Provider by any Customer. Each obligation of the Service Provider owed to a Customer will be deemed to be an obligation of the Service Provider owed to the Contract Manager and may be enforced against the Service Provider by the Contract Manager.

55.12 Counterparts: This agreement may be signed in counterparts. A ll executed

counterparts will together constitute one document. 55.13 Copies: Any copy of this agreement that is received by facsimile or via email in

PDF or other document reproduction format (including any copy of any document evidencing a party's signature to this agreement) may be relied on by any party as though it were an or iginal copy of this agreement. T his agreement may be entered into on the basis of an exchange of facsimile, PDF or other document reproduction format.

55.14 Amendment: No amendment to this agreement will be ef fective unless it is in

writing and signed by a duly authorised senior representative of each party. 55.15 Governing Law and Jurisdiction: This agreement is governed by the laws of

New Zealand. The parties submit to the non-exclusive jurisdiction of the New Zealand courts in respect of all matters relating to this agreement.

56. DEFINITIONS AND INTERPRETATION

56.1 Definitions: In this agreement, unless the context indicates otherwise:

Approved Extras means the food items (not included in any Menu or Meal Substitute) listed in General Schedule 15, or specifically requested for a patient by a Dietician or Clinician employed by a Customer;

Approved Subcontractor means any Subcontractor approved by the Contract Manager under clause 27.3;

Auckland Metro DHBs means Auckland District Health Board, Counties Manukau District Health Board and Waitemata District Health Board;

Best and Final Offer means the Best and Final Offer (in relation to the provision of the Services) provided by the Service Provider to Health Benefits Limited dated January 2014, a copy of which is attached at Appendix 5;

BKBM means the Reserve Bank of New Zealand’s overnight interbank cash rate;



Business Case Costs means an amount equal to , being the agreed business case costs of Health Benefits Limited in connection with overseeing the establishment of and concluding this agreement (including defining the detailed scope of the food and related services to be provided);

Business Day means a day on w hich registered banks are open f or ordinary over-the-counter business in Auckland, excluding Saturdays, Sundays and statutory public holidays in Auckland;

Cafeteria means the services with respect to any staff cafeteria facilities or retail outlets within a C ustomer's Premises and for a C ustomer's employees and visitors which are an I n-Scope Cafeteria, as more particularly described in Services Schedule 3 and General Schedule 6 and, in respect of a Customer, the Customer's Services Statement (and, for the avoidance of doubt, such services include making tea and c offee supplies available in each In Scope Cafeteria which is a staff cafeteria at no cost to the Customer's staff if requested by the Customer);

Change Event in respect of a C ustomer means a c hange event set out in clause 39.2(a) or 39.2(b);

Commencement Date means the date by which all of the Conditions are satisfied or waived or such other date as agreed between the parties in writing;

Completion Notice has the meaning defined in clause 10.3(a);

Conditions means the conditions set out in clause 5.1;

Confidential Information means any information:

(a) relating to the terms of this agreement;

(b) relating directly or indirectly to research or development by, accounting for or the marketing to the business of a party or its suppliers or customers;

(c) relating to any patient or staff of any Customer or the Contract Manager

(and includes Patient Data);

(d) disclosed by a party to any other party on the express basis that such information is confidential; or

(e) that might reasonably be expected by a party to be confidential in nature,

but (for the avoidance of doubt) does not include any information in the public domain, and provided that, where information relates exclusively to one party, nothing in this agreement will require that party to maintain confidentiality in respect of that information; Concession Space means floor space within a Customer's Premises that the Customer has designated or designates as being available for the operation of a specific business by a third party;

Correspondence means the formal correspondence from the Service Provider, copies of which are attached at Appendix 6;

withheld under s9(2)



Costs Agreement means the agreement titled "Agreement Relating to Costs" entered into between the Service Provider and t he Auckland Metro DHBs in August 2014;

Customer Business Case Costs means, with respect to a C ustomer, that Customer's proportionate share of the Business Case Costs as specified in General Schedule 1;

Customer Equipment means the equipment of the Customers, if any, utilised or held by the Service Provider for and on behalf of the Customers for the purposes of carrying out the Services; Customer Exit Plan means the Service Provider's exit plan for a C ustomer setting out the Service Provider's proposed strategy to ensure an ef fective exit from provision of the Services at that Customer and its Premises on the expiry or termination of this agreement (including the supply of necessary information to assist the Customer with any retendering processes for food services to be undertaken by the Contract Manager, the Customer or other Health Sector entities), in a f orm reasonably acceptable to that Customer and the Contract Manager; Customers means, at any time and from time to time, the DHBs that have entered into and are party to this agreement, including any DHB who has entered into a Food Services Participation Agreement following the date of execution of this agreement, and Customer means any one of them; Customer Material Breach means a material breach by a Customer of its obligation to pay the Service Fees in accordance with clauses 19 and 20; Customer Operations Manager means the person appointed by the Service Provider as the primary point of contact for the Service Provider with a Customer under clause 48.1(a); Customer Policies means a C ustomer's policies, standards, frameworks, guidelines, protocols, practices and pr ocedures relevant to the performance of the Services (including policies regarding quality of service, occupational health and safety requirements, infection control and out break response, Tikanga guidelines, building access and physical security, and gov ernment policies applicable to the Customer), which are in force from time to time during the Term and are notified by the Customer or Contract Manager to the Service Provider and, as at the Services Commencement Date, includes the policies attached to the Customer's Services Statement; Day 1 Unit Prices means the various fees the Service Provider may charge a Customer for Units comprised in Patient Meals and M eals on W heels services provided to that Customer from the end of the Transition Period for the Customer; Detailed Service Specifications means the detailed service specifications for each Service as set out in each Services Schedule or such other detailed service specifications as notified to the Service Provider by the Contract Manager in writing; DHBs means the District Health Boards listed in Part A and Part B of General Schedule 1;



DHB Food Services means the Patient Meals and M eals-on-Wheels services component of the Operational Services; Disaster means any disaster event that has a significant adverse impact on a Customer's ability to provide medical and r elated services or National Health Emergency; Disaster Recovery Services means the disaster recovery services specified in a disaster recovery plan or such other disaster recovery services as agreed between the parties in writing; Eligible Agency means: (a) each Public Service department, as defined in section 27 of the State

Sector Act 1988; (b) the New Zealand Defence Force, the New Zealand Police, the New

Zealand Security Intelligence Service, the Parliamentary Counsel Office, the Office of the Clerk of the House of Representatives and the Parliamentary Service;

(c) each Crown Entity, as defined in section 7 of the Crown Entities Act

2004 but excluding school boards of trustees; (d) each organisation listed in the fourth schedule to the Public Finance Act

1989; (e) the Reserve Bank of New Zealand; (f) the Office of the Controller and Auditor-General, the Office of the

Ombudsmen, and the Office of the Parliamentary Commissioner for the Environment;

(g) each corporation listed in the first schedule to the State Owned

Enterprises Act 1986; and (h) each local authority, as defined in section 5 of the Local Government Act

2002; Eligible Agency Agreement means an agr eement entered into between an Eligible Agency and the Service Provider in accordance with clause 1.8; Existing Food Services means, with respect to a C ustomer, the existing food services applicable to the Customer including any Incumbent Services that must be provided by the Service Provider during the Transitional Period for that Customer, and which the Operational Services for that Customer are intended to replace; Exit Transitional Period means a period commencing on a date specified in clause 42.1 and ending on the date six months from commencement or any other date agreed between the Contract Manager, Service Provider and t he relevant Customer; Exit Transitional Services means the exit services to be provided by the Service Provider during the Exit Transitional Period as further described in the National



Exit Plan and, in respect of a Customer, in the Customer's Customer Exit Plan or as otherwise agreed by the Service Provider and the Contract Manager;

Fixed Term means the period of 15 years from the first Services Commencement Date to occur under this agreement; Food and Nutrition Council means the appointed representatives who together make up the Food and Nutrition Council as an independent advisory body; Food Lead has the meaning defined in clause 48.3(a); Food Products means all the food and bev erage products supplied by the Service Provider as a part of the Operational Services all of which must be either included in a Menu, be a Meal Substitute, be an Approved Extra or in the National Catalogue of Ward Supplies or otherwise be required as part of the Operational Services described in Services Schedule 3; Food Services Manager has the meaning defined in clause 48.2(b); Food Services Participation Agreement means an agreement between a DHB, the Service Provider and the Contract Manager substantially in the form set out at General Schedule 10; Food Specifications means the relevant requirements, detailed specifications, nutritional standards and other minimum standards for the Food Products set out in Appendix 1, Appendix 2A, Appendix 2B, Appendix 2C and A ppendix 2D of Services Schedule 3; Force Majeure means, in relation to any Customer or the Service Provider (Affected Party) an ev ent or circumstance which is beyond the reasonable control of the Affected Party, including any:

(a) act of God;

(b) strike, lock-out or other industrial disturbance by or amongst employees

of a person other than the Affected Party;

(c) act of public enemy, or declared or undeclared war or threat of war;

(d) terrorist act, blockade, revolution, riot, insurrection, civil commotion or public demonstration (other than one caused by the Affected Party); or

(e) governmental or regional or local authority restraint, legislation or by law,

but does not include any:

(f) event or circumstance which could have been avoided by the Affected

Party exercising a r easonable standard of care, having regard to the Affected Party's obligations, and the parties' relationship, under this agreement; or

(g) lack of funds or authority or power on the part of the Affected Party;

Function Catering means services supplying items that may be ordered by the Customer from a function catering list of items including prices agreed between



the Customer and the Service Provider from time to time, as more particularly described in Services Schedule 3;

Good Industry Practice means, in relation to any activity, the exercise of a degree of skill, diligence, prudence and f oresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in New Zealand in the same type of activity, under the same or similar circumstances;

GST means any tax levied in accordance with the Goods and Services Tax Act 1985 and includes any tax levied in substitution for such tax;

GST Invoice means an invoice which complies with the requirements of section 24(1) of the Goods and Services Tax Act 1985;

Guarantor means Compass Group Healthcare Hospitality Services Pty Limited or such other guarantor as the Contract Manager approves in writing; Chief Operating Officer has the meaning defined in clause 48.1(c);

Holding Company means, in respect of a par ty, any company or person that directly or indirectly beneficially holds 25% or more of the voting rights or equity share capital of that party or has the power to appoint or remove 25% or more of the members of the governing body of that party;

Implementation Plan means the plan for the Mobilisation and Transition of all Customers, in a form agreed from time to time by the Contract Manager and the Service Provider in accordance with clause 10.1, with the initial Implementation Plan attached at Appendix 7;

Incumbent Services means food services carried out by incumbent service providers at any Premises during all or part of the Mobilisation Period;

In-Scope Cafeterias means those staff cafeterias and r etail outlets which are listed under the heading "In-Scope Cafeterias" in Services Schedule 3;

Insolvency Event means anything that reasonably indicates to any Customer or the Contract Manager that there is a significant risk that the Service Provider is or will become unable to pay its debts as they fall due, including:

(a) an application being made to a court for, or a resolution proposed for, or

any other step being taken to wind the Service Provider up or have a receiver, receiver and m anager, administrator, liquidator or statutory manager appointed to the Service Provider or any of its assets or such an appointment taking place;

(b) a meeting of the Service Provider's creditors being called or held or the

Service Provider entering into any type of arrangement with, or assignment for the benefit of all or any of its creditors including any formal arrangement or compromise under the Companies Act 1993 (or any similar legislation); or

(c) being removed from the New Zealand Companies Register, other than

as part of an amalgamation in which the Service Provider is one of the companies being amalgamated;



Intellectual Property means trade marks, rights in domain names, copyright, patents, registered designs, circuit layouts, rights in computer software, databases and lists, rights in inventions, confidential information, know-how and trade secrets, operating manuals, quality manuals and al l other intellectual property, in each case whether registered or unregistered (including applications for the grant of any of the foregoing) and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world, including the goodwill associated with the foregoing and al l rights of action, powers and benefits in respect of the same;

Key Personnel means the key Personnel of the Service Provider specified in each Services Statement or as otherwise specified in this agreement or agreed by the Service Provider, the Contract Manager and a Customer from time to time and includes the initial Key Personnel with respect to each Customer listed in General Schedule 8;

KPIs means the minimum performance standards to be achieved by the Service Provider in respect of Transitional Services and Operational Services:

(a) as described in Services Schedule 4, and in respect of a Customer, the

Customer's Services Statement (as may be v aried and adj usted from time to time under this agreement); and

(b) any additional minimum performance standards to be achieved by the

Service Provider added from time to time under this agreement;

KPI Failure means any failure to meet or exceed the Minimum Performance Standard for any Tier 1 KPI, Tier 2 KPI, Tier 3 KPI or Tier 4 KPI in any month (or other relevant period);

Law means any applicable statute, regulation, standard, by-law, ordinance or subordinate legislation in force from time to time in New Zealand, and includes the common law, principles of equity, regulatory principles and r equirements, statutory rules of an industry body or government agency or organisation as applicable from time to time, and any applicable industry codes of conduct;

Limited Agency Agreement means an agreement between Health Benefits Limited and (initially) the Auckland Metro DHBs concerning the relationship between Health Benefits Limited (as Contract Manager under this agreement) and the relevant DHBs and matters including the practical operation of Health Benefits Limited's contract manager role under this agreement;

Material Adverse Change means an event (or series of events), change, effect, occurrence, state of facts or development which in the reasonable opinion of the Contract Manager: (a) represents a m aterial adverse change in the business of the Service

Provider or the Guarantor; or (b) has had, or will have, or could reasonably be expected to have, a

material adverse effect (in either the short, medium or long term) on the business, performance or prospects of the Service Provider or the Guarantor;

Material Breach means, in respect of a Customer:



(a)

(b)

(c)

(d)

(e)

(f)

Meals on Wheels means services with respect to preparation and del ivery of one hot meal a day to people living at home and unable to prepare their own meals as more particularly described in Services Schedule 3;

Meal Substitute means an i tem permitted to be used as a meal substitute and which is listed in the relevant table set out in General Schedule 15; Menus means the menu structures detailing the nature, content and required food products for Patient Meals set out at items 6 and 7 of Appendix 2A to Services Schedule 3 and items 7 and 8 of Appendix 2B to Services Schedule 3; Minimum Performance Standard means the minimum performance standard for the relevant KPI or KPIs specified in the table of Tier 1 KPIs, the table of Tier 2 KPIs, the table of Tier 3 KPIs and the table of Tier 4 KPIs which are set out in Services Schedule 4; Mobilisation and Transition Bond means, with respect to a Customer, the bond to be delivered pursuant to clause 45 and provided by a surety acceptable to the Contract Manager and in the form set out in General Schedule 3 or such other form as is acceptable to the Contract Manager; Mobilisation and Transition Bond Amount means the sum of $1 million; Mobilised means with respect to a C ustomer, the Contract Manager has confirmed on behalf of that Customer under clause 10.3 that the Service Provider has completed the Mobilisation Services for that Customer; Mobilisation Fees means the total amount payable to the Service Provider for Mobilisation Services provided to all Customers;




be provided by the Service Provider to a Customer during the Transition Period and the Operational Period, and in respect of a Customer, as further defined and described in the Customer's Services Statement and Transition Plan; Patient Data means all data and information relating to any patient of a Customer; Patient Meals means delivery of breakfast, lunch and dinner meals and five beverage rounds daily as required to each ward within a Customer's Premises that contains patients as more particularly described in Services Schedule 3 and, in respect of a Customer, the Customer's Services Statement; Performance Guarantee means a guar antee in the form set out in General Schedule 2 under which the Guarantor unconditionally and i rrevocably guarantees the due and pr oper performance by the Service Provider of all its obligations under this agreement; Performance Manager has the meaning defined in clause 48.1(b); Performance Notice means a written notice given by the Contract Manager to the Service Provider which:

(a) identifies any potential hazard or safety issue that can arise in relation to

the Food Products and the delivery of the Food Products;

(b) expressly states that it is a Performance Notice;

(c) specifies a breach by the Service Provider of this agreement or any other reason for the issue of the Performance Notice (including any identified potential hazard or safety issue that can arise in relation to the Food Products and the delivery of the Food Products);

(d) if issued in relation to a breach and that breach is capable of remedy,

requires the Service Provider to remedy that breach; Perpetual Provisions means the provisions contained in clauses 30, 33, 41, 42, 52, 53, 55 and this clause 56; Personnel means the personnel (including Key Personnel), employees, officers and agents of the Service Provider; PPSA means the Personal Property Securities Act 1999; PPSR means Personal Property Securities Register; Premises means the premises of each Customer as listed in the Customer's Services Statement or any other site or location at which the Service Provider, with prior notice from a Customer, is required to perform the Services; Price means, in respect of a Customer, the total amount payable to the Service Provider by that Customer in any month during the Term for the provision of any Services to that Customer by the Service Provider; Procurement Only Premises means any Premises (to be specified in the relevant Customer's Services Statement) where the Operational Services to be



provided by the Service Provider for Patient Meals and M eals on W heels for those Premises is limited to: (a) delivery of Food Products (as required to provide standard Menu items

which meet the Menus and nutritional specifications set out in Services Schedule 3) to the kitchen loading dock of the Premises;

(b) supply of relevant recipes (to support any cook fresh production

including therapeutic diet items specified in Services Schedule 3);

(c) supply of therapeutic diet manual outlining alternative menu items and foods specific to the therapeutic diets offered (as specified in Services Schedule 3);

(d) provision of supplier order lists (containing all Food Products required to

produce the standard Menu items);

(e) co-ordinating, auditing and training (with respect to meal preparation by the Customer); and

(f) providing support to the Customer as required (with respect to meal

preparation by the Customer),

with the Customer responsible for preparation of meals for patients at the Premises and of meals to be delivered to any person receiving meals on wheels through those Premises; Proposed Unit Prices means the proposed fees chargeable for each Unit with respect to Patient Meals and Meals on Wheels services to be provided to a Customer by the Services Provider (determined on a Premises by Premises basis for the Customer) and, with respect to a Customer, as attached to the Customer's Services Statement; Redeployment Working Group means the redeployment working group established by and under the Terms of Reference (the purpose of which is to minimise job losses resulting from the implementation of this agreement by creating meaningful options for affected staff); Relationship Charter means the relationship charter document to be complied with by the parties to this agreement, a draft form of which is set out in General Schedule 7; Request for Binding Offer means the Request for Binding Offer issued by Health Benefits Limited on 20 September 2013 titled "Request for Binding Offer Facilities Management and Support Services: Food Services" a copy of which is attached at Appendix 2;

Request for Binding Offer Response means the Service Provider's response to the Request for Binding Offer a copy of which is attached at Appendix 3;

Revised Price means the revised pricing document (excluding mobilisation and transition costs) dated November 2013, a copy of which is attached at Appendix 4;

Risk means any reasonably foreseeable internal or external event or issue (whether relating to people, process, technology or otherwise) that could



materially adversely affect the delivery or performance of the Services (whether nationally, for a Customer or at a par ticular Premises) or any Customer's reputation, including:

(a) any Material Adverse Change occurring in respect of the Service

Provider, the Guarantor or any related entity;

(b) any risk relating to the solvency of the Service Provider or any related entity;

(c) any adverse changes to the Service Provider's business or that of its related entities;

(d) any actual, potential or perceived conflict of interest of the Service

Provider; and

(e) other adverse changes, problems or issues affecting the Service Provider or any related entity (including ones that could result in media/public interest);

Sector Implementation Costs means t he costs of Health Benefits Limited in connection with assisting and s upporting a DHB to implement this agreement and, in respect of each DHB, being in the amount to be agreed between Health Benefits Limited and the DHB before the start of the Mobilisation Period for that DHB;

Sector Implementation Costs Schedule means, with respect to any DHB, a schedule setting out instalment amounts and payment dates for the payment of the DHB's Sector Implementation Costs to Health Benefits Limited (to be agreed between the DHB and Health Benefits Limited before the start of the Mobilisation Period for that DHB);

Security Interest has the meaning given to that term in the PPSA;

Services means the services to be pr ovided by the Service Provider to each Customer under this agreement as described in clause 8.1;

Services Commencement Date means, in respect of a Customer, the date set out in the Customer's Services Statement as the Services Commencement Date or such other date as agreed between the Service Provider and t he Contract Manager in writing;

Service Fees means the fees payable by a Customer for the provision of the Services by the Service Provider under this agreement as set out in and calculated under Services Schedule 6 and, with respect to a Customer, as set out in a Customer's Services Statement;

Service Provider Equipment means any items of equipment owned or used by the Service Provider in performing the Services, and ex cludes the Customer Equipment;

Service Provider Products means any products, including Food Products used by the Service Provider in performing the Services;

Services Schedules means the services schedules to this agreement;



Services Statement means a services statement for a Customer in the form set out in Services Schedule 5 and which has been completed for the Customer; Subcontractors has the meaning defined in clause 27.1; Supplies to Wards and Departments means services with respect to delivering items to locations within a Customer's Premises identified by the Customer (and ensuring supplies of such items remain stocked up i n the relevant locations) selected by the Customer from the Nationwide Catalogue for Ward Supplies (including, for the avoidance of doubt, tea and coffee supplies for consumption by the Customer's employees free of any charge to those employees) as more particularly described in Services Schedule 3, and in respect of a Customer, the Customer's Services Statement; Surety means the surety which provides a Mobilisation and Transition Bond, being in each case a surety acceptable to the Contract Manager;

Term means the Fixed Term and each Exit Transitional Period in accordance with clause 7; Terms of Reference means the terms of reference for and es tablishing the Redeployment Working Group attached to this agreement as General Schedule 11 which have been agreed between the parties to this agreement (together with relevant unions) and which set out matters including the members of the Redeployment Working Group (from time to time), the staff redeployment process, and the responsibilities of the members of the Redeployment Working Group with respect to redeployment; Third Party Provider means any third party service provider appointed by the Contract Manager (on behalf of a Customer) to provide Services in the event of suspension of any Services to be provided by the Service Provider or in the event of step in rights being exercised by the Contract Manager (on behalf of a Customer); Tier 1 KPI means a tier 1 KPI to be achieved by the Service Provider described in Services Schedule 4 and any Tier 2 K PI which is elevated to be a T ier 1 K PI under clauses 21.6(b)(iii) or 21.6(b)(iv) of this agreement; Tier 2 KPI means a tier 2 KPI to be achieved by the Service Provider described in Services Schedule 4 and any Tier 3 K PI which is elevated to be a Tier 2 KPI under clauses 21.6(c)(ii) and 21.6(c)(iii); Tier 3 KPI means a tier 3 KPI to be achieved by the Service Provider described in Services Schedule 4; Tier 4 KPI means a tier 4 KPI to be achieved by the Service Provider described in Services Schedule 4; Transition Period means, in respect of a Customer, the period from the Services Commencement Date until the Transitional Services for that Customer are completed, being not more than six months following the Services Commencement Date for that Customer or any different period shown in the Implementation Plan or agreed by the Contract Manager and Service Provider;



Transition Plan means, in respect of a Customer, the plan, timing and details of the Transitional Services to be provided to that Customer during the Transition Period to be prepared during the Customer's Mobilisation Period; Transitioned means, with respect to a Customer, the Contract Manager has confirmed under clause 10.3 that the Service Provider has completed the Transitional Services for that Customer; Transitional Services means the transitional services to be pr ovided by the Service Provider during the Transition Period as further described in Part A of Services Schedule 2, and in respect of a particular Customer, as described in the Customer's Transition Plan; Unit means each separate unit within Patient Meals and Meals on Wheels services for which a Unit Price is set and a f ee can be charged by the Service Provider; Unit Price means the fee payable by a Customer (with respect to each Premises of that Customer) for each Unit comprised in Patient Meals and Meals on Wheels services provided in connection with the relevant Premises of that Customer; Vending Machine means services in connection with a machine that provides access to food and bev erages on a c ommercial self-service basis as more particularly described in Services Schedule 3;

56.2 Interpretation: In this agreement, unless the context indicates otherwise:

(a) Defined Expressions: expressions defined in the main body of this agreement have the defined meaning throughout this agreement, including the background;

(b) Headings: clause and other headings are for ease of reference only

and will not affect this agreement's interpretation;

(c) Parties: references to any party include that party's executors, administrators, successors and permitted assigns;

(d) Persons: references to a per son include an i ndividual, company,

corporation, partnership, firm, body corporate, joint venture, association, trust, unincorporated body of persons, governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal entity;

(e) Plural and Singular: references to the singular include the plural and

vice versa;

(f) Clauses, Schedules and Appendices: references to clauses, schedules and appendices are to clauses in, and t he schedules and appendices to, this agreement. Each such schedule and appendix forms part of this agreement;

(g) Statutory Provisions: references to any statutory provision are to

statutory provisions in force in New Zealand and include any statutory provision that amends or replaces it, and any by-law, regulation, order, statutory instrument, determination or subordinate legislation made under it;



(h) Negative Obligations: any obligation not to do any thing includes an

obligation not to suffer, permit or cause that thing to be done;

(i) Inclusive Expressions: the term includes or including (or any similar expression) is deemed to be followed by the words without limitation;

(j) Documents: references to any document (however described) are

references to that document as modified, novated, supplemented, varied or replaced from time to time and in any form, whether on paper or in an electronic form;

(k) Notices etc: references to one party notifying another, or agreeing or

objecting to any matter, means such party notifying, agreeing or objecting in writing; and

(l) Dollars and $: references to dollars and $ are references to

New Zealand dollars and all amounts payable under this agreement are payable in New Zealand dollars. All monetary amounts are stated exclusive of GST.

25648708 v 3 - Services Schedule 1 - Mobilisation Services.DOCX

SERVICES SCHEDULE 1

MOBILISATION SERVICES PART A – SERVICE PROVIDER RESPONSIBILITIES 1. OVERVIEW

1.1 During the Mobilisation Period for each Customer, the Service Provider will, in accordance with: (a) the Implementation Plan; and

(b) the Mobilisation Plan for each Customer (as set out in each Customer's

Services Statement), confirm all necessary service scope and detailed specifications to achieve a planned and pr ioritised transfer of the Services at the Customer, so that the Service Provider is able to assume responsibility for the delivery of all Operational Services to each Customer from the Services Commencement Date for that Customer. The Relationship Charter is intended to be a critical vehicle to set a basis for the parties to work together to ensure mobilisation services are delivered.

1.2 Customers require business continuity at all times and the Service Provider will need to be aware of, and contribute to the management of, Risks during the Mobilisation Period. In particular, the Service Provider will work collaboratively with Customers and incumbent providers to: (a) manage Risks associated with mobilisation and the Mobilisation

Services;

(b) complete a business continuity plan for the Mobilisation and Transition Period; and

(c) undertake an orderly transfer of the Services.

2. MOBILISATION SERVICES

2.1 During the Mobilisation Period, the Service Provider will undertake the following key activities in collaboration with the Contract Manager and the Customers and in accordance with the Implementation Plan, including but not limited to:

(a)

(b)

(c)

(d)


Services Schedule 1 – Mobilisation Services


(e)

(f)

(g)

(h)

(i)

(j)

2.2 Prior to the Services Commencement Date for any Transitioning Customer, the

Service Provider must, in accordance with the Implementation Plan, also develop a detailed Transition Plan for discussion and agreement with the Contract Manager and the Customer. The Transition Plan will describe key changes and initiatives that the Service Provider will introduce to fully implement the Services at Customer Premises. This must include, but is not limited to:

(a)

(b)

(c)

(d)

(e)

(f)

(g)





(i)

(ii)




PART B – CUSTOMER RESPONSIBILITIES 1. RESPONSIBILITIES OF ALL CUSTOMERS DURING MOBILISATION Planning & Information

• Access to hospital ward and food service related areas in the mobilisation phase to plan detailed transition

• Access to existing process information, data, menus, diet codes, performance feedback

• Support in establishing baseline current state metrics

• Agree processes for implementation in transition phase & document

Human Resources

• Organising consultation with impacted DHB employees

• Ensuring during the mobilisation and transition phase food service employees are provided with the relevant identification cards and access to areas

Nutrition & Menu

• Clinical, dietetic, and operational endorsement and eng agement with the mobilisation and transition based on agreed national standard

• Gap analysis – current diet codes vs. national diet codes

• Gap analysis – dietitians/SLT extras vs. agreed extras list

• Co-ordinate and support delivery of diet code training to stakeholders

• Confirmation of nutritional supplier & product requirements

• Review manual & automated processes for diet code communication with stakeholders

Asset Verification

• Support asset verification process

o Supply correct and complete asset information

o Agree transfer pricing

o Agree process for repairs & maintenance

o Supply of CAD plans where required

• Clarity regarding supply on l oan equipment or leased equipment and agreements (predominantly retail)

• Review of Site Operational Risk Assessment and close out of any actions prior to transition

Kitchen & Production

• Confirm kitchen and loading dock access & opening times



• Confirmation of diet kitchen requirements including production schedules and recipes

• Provide information regarding standard orders of ward suppliers or other food/beverage items by ward/ department

• Confirm food delivery process and timing to satellite areas and responsibility scope

• Provide current contingency plans and procedures

• Agree contingency food services offer to be utilised during any kitchen works/equipment installation (if required)

Service

• Delivery of ward supplies and milk to wards/department:

o Confirm delivery run and timing, focus on areas not receiving a meal service

o Agree future process and any associated costs (aim to minimise cost impact)

• Establish and implement any required operational changes (activity may carry through to transition phase):

o Trayline – order of services for wards

o Ward jug delivery time (after breakfast)

o Use of lifts/corridors for food service

o Any other operational changes required including those relating to ward supplies

• Confirm service scope matches that outlined in proposed services, identify gaps for discussion

• Confirm meal service times, ward access restrictions etc.

• Agree final service scope and document

Meals on Wheels

• Facilitate meeting with volunteer service provider(s) for Meals on Wheels delivery

• Provide all delivery run and decentralised drop off point information

• Confirm process for referral into the Meals on Wheels services

• Provide all recipient information, including billing information

Finance/Billing

• Confirm all departments for billing

• Commercial, administration, billing processes established and agreed

• MOW billing processes provided

IT

• Access to hospital IT infrastructure to support the proposal



o WIFI and fixed lines etc.

• Develop the HL7 interface ready for testing in the early transition phase

Retail Specific

• Asset information as per Asset Verification above

• Facilitation of stakeholder engagement for the planning and development of a retail offer

• Guidelines regarding decision making processes and decision authority

• Agreement on transformation plan and timeframes

• Provision of relevant retail and cafeteria foot print and b uilding plans and any future plans that need to be considered.

• Provision of DHB specific healthy eating guidelines and any other relative policies

• Information relating to retail access

o Opening hours

o Allocated storage and entry points

o Entry restrictions e.g. staff only

• Pricing information

o Current product and price lists (functions too) – Price increase history

o Confirm any discounts to staff, voucher systems for staff groups, loyalty schemes etc.

• Confirm RMO and Free Issue meal policy and current practice – restrictions etc.

• Confirm RMO meal requirements outside of retail and current process for provision e.g. RMO after hours, RMOs at satellite sites

• Confirm current function ordering process

• Confirm process for communicating menus/prices to retail users e.g. intranet, email, electronic notice boards etc.

• Hand-over of function orders already placed

• Confirm all vending machines in place and current suppliers

• Financials and Information

o Revenue

o KPI’s

o RMO Meal Numbers

o Up to date P&L’s

• Staffing and Roster Information

• Commercial Arrangements – information on existing supply, equipment and other commercial agreements that will need to be honoured through transition phase and considered beyond transition.

• Customer Information – any information that has been gathered covering demographics, traffic, research, surveys or feedback



• Inventory List with cost prices and stocktake at handover

• Commitment to invest in seating areas in staff cafeteria areas to compliment refresh of kitchens, serveries and counters.

• Communication plan to stakeholders such as suppliers

2. ADDITIONAL RESPONSIBILITIES DURING MOBILISATION OF AUCKLAND

DISTRICT HEALTH BOARD AND OTHER DISTRICT HEALTH BOARDS WHERE THE SERVICE PROVIDER DOES NOT PROVIDE ANY SERVICES AT THE DATE OF THIS AGREEMENT

Planning & Information

• Allocation and access to office space for site management teams

Human Resources

• Provision of all impacted employee information in those locations where the DHB-operated food service is intended to transition (including current staffing and roster information)

• Confirmation of non-vulnerable positions being disestablished to allow the CGNZ recruitment process to proceed

• Access to impacted employee information (including pay rate, number of hours, days & times of work, position, location, start date and all leave balances for each transferring employee), records, employment contracts, etc.

• Facilitate the provision of information from Service Provider to the existing employees who are eligible to elect to transfer employment in order to ensure that they can make an informed decision

• Facilitate access to meet with the existing employees who have elected to transfer

• Facilitate the provision of Service Provider employment packs to eligible employees that have elected to transfer, and facilitate the return of all completed employment form


• Communication of change with current food/beverage suppliers

• kitchen area to be commercially cleaned during Mobilisation Period

• Agreement regarding the valuation and transfer of existing food and packaging stock

3. ADDITIONAL RESPONSIBILITIES OF AUCKLAND DISTRICT HEALTH

BOARD AND COUNTIES MANUKAU DISTRICT HEALTH BOARD (MANUKAU SURGERY CENTRE ONLY) DURING MOBILISATION

Kitchen

• Assist the Service Provider in planning for the installation of central Steamplicity production capabilities, including the provision of CAD plans and other information as required.



Service

• Co-ordinate consultation with ward areas receiving Steamplicity model – co-ordinate attendance & sign off

25648709 v 3 - Services Schedule 2 - Transitional Services.DOCX

SERVICES SCHEDULE 2

TRANSITIONAL SERVICES PART A – SERVICE PROVIDER RESPONSIBILITIES 1. OVERVIEW

1.1 The Transition Period will be executed, and the Service Provider will deliver the Transitional Services, in accordance with: (a) the Implementation Plan; and (b) the Transition Plan for each Customer (as is prepared by the Service

Provider and approved by the Contract Manager and t he Customer in accordance with this agreement).

1.2 The Service Provider is responsible for the delivery of all Operational Services

that are comprised within the Existing Food Services from the Services Commencement Date for each Customer.

1.3 Business continuity must be maintained for each Customer at all times during the Transition Period.

2. TRANSITIONAL SERVICES

During the Transition Period, the Service Provider will undertake the following key activities in collaboration with the Contract Manager's regional mobilisation and implementation team(s) and the Customer: 2.1 Within 1 month of the Services Commencement Date for each Customer, prepare

a Risk register for the Customer. 2.2 Within 3 months of the Services Commencement Date for each Customer, review

the Customer's existing business continuity plans and u pdate these plans in conjunction with the Customer.

2.3 Prior to the end of the Transition Period, produce a Customer Exit Plan for the Customer. The Customer Exit Plan must detail how the Service Provider will ensure a smooth transition of the Services on the expiry or termination of this agreement, including the transfer of all information and skills related to the Services. The plan must include the supply of necessary information to assist the Contract Manager and the Customers with retendering processes for the Services.

3. OPERATIONAL SERVICES

During the Transition Period, the Service Provider will commence providing the Operational Services in accordance with: 3.1 the Implementation Plan; and 3.2 the Transition Plan for each Customer (as is prepared by the Service Provider and

approved by the Contract Manager and the Customer in accordance with this agreement).

Services Schedule 2 – Transitional Services


PART B – CUSTOMER RESPONSIBILITIES 1. RESPONSIBILITIES OF ALL CUSTOMERS DURING TRANSITION Planning & Information

• Sign off contingency and exit plans

• Communicate new menu to all areas/departments


• Facilities installation of any agreed new equipment or building works (services etc)

Service

• Agree storage location of ward based equipment (beverage carts for decentralised services)

IT

• Support testing of HL7 interface

Meals on Wheels

• Facilitate the set-up of direct debits for recipients


BOARD DURING TRANSITION Service

• Facilitate Steamplicity Pilot


BOARD AND COUNTIES MANUKAU DISTRICT HEALTH BOARD (MANUKAU SURGERY CENTRE ONLY) DURING TRANSITION

Service

• Facilitate ward kitchen fit-out for Steamplicity wards

4. ADDITIONAL RESPONSIBILITIES OF WAITEMATA DISTRICT HEALTH

BOARD DURING TRANSITION Meals on Wheels

• Facilitate the transfer of administration functions from the DHB

Services Schedule 2 – Transitional Services


PART C – GENERAL OVERVIEW Both the Service Provider and Customer responsibilities during the Transition Period will be further defined during the Customer's Mobilisation Period. T he preparation of the Transition Plan for each Customer will be l ed by the Service Provider but developed in collaboration with the Customer. T he Transition Plan is intended to further define the responsibilities of the Service Provider and the Customer and will be read together with the responsibilities set out in Part A and Part B above.

COMMERCIAL IN CONFIDENCE – NOT FOR DISTRIBUTION Page 1 of 92

SERVICES SCHEDULE 3

OPERATIONAL SERVICES INDEX

DEFINITIONS AND INTERPRETATION PART A – SCOPE OF SERVICES

1. COLLABORATIVE SERVICE DELIVERY ENVIRONMENT 2. OPERATIONAL AND CONTRACT MANAGEMENT SERVICE REQUIREMENTS 3. IN SCOPE CAFETERIAS 4. OUT OF SCOPE SERVICES PART B – SERVICE REQUIREMENTS

APPENDIX 1 – DETAILED SERVICE SPECIFICATIONS APPENDIX 2A – NUTRITIONAL STANDARDS FOR MEALS AND MENUS FOR ADULT INPATIENTS APPENDIX 2B – NUTRITIONAL STANDARDS FOR MEALS AND MENUS FOR PAEDIATRIC INPATIENTS APPENDIX 2C – NUTRITIONAL STANDARDS FOR THERAPEUTIC DIETS FOR ADULT AND PAEDIATRIC INPATIENTS APPENDIX 2D – MEALS ON WHEELS MENU SPECIFICATIONS APPENDIX 3 – BETTER VENDING FOR HEALTH GUIDELINES APPENDIX 4 – WAITEMATA DISTRICT HEALTH BOARD BEVERAGES GUIDELINES


DEFINITIONS AND INTERPRETATION In this Services Schedule 3, unless the context requires otherwise, references to paragraphs and appendices are to the paragraphs of, and the appendices to, this Services Schedule 3 and: HAACP means hazard analysis critical control points; Meals-on-Wheels means meals prepared by the Service Provider and delivered to people living at home through a volunteer agency; Nutritional Products means any specialised food or fluid product required to meet the specialised nutritional needs of individual patients and prescribed by a Dietitian. For example, oral and enteral nutrition supplements, thickening agents, MCT oil and other specialist oils, low protein foods etc. It does not include Approved Extras or Meal Substitutes supplied by the Service Provider to assist with alternatives needed for some special diets and for patients at risk of menu fatigue; Therapeutic Adult Diet Codes 2014 means the specifications for Therapeutic Adult Diet Codes set out in Appendix 2C of this schedule; Therapeutic Paediatric Diet Codes 2014 means the specifications for Therapeutic Paediatric Diet Codes set out in Appendix 2C of this schedule; Patient Meal Services means Services in connection with the provision of patient meals, in-between meal snacks, beverage services, approved extras, meal substitutes and nut ritional products, as described in the "Patient Meal Services" section of the table in paragraph 3 of this Services Schedule 3 and in Appendix 1; Performance Management Framework means Services Schedule 4; Retained Delivery Functions means the order taking, patient meal delivery and used tray collection functions to be provided by the Customer specified in the Customer's Services Statement; and RMO means resident medical officers.


PART A – SCOPE OF SERVICES

1. COLLABORATIVE SERVICE DELIVERY ENVIRONMENT The Service Provider will be required to work collaboratively with the Customer or third party providers in some locations to supply the Services (e.g. where there are Retained Delivery Functions). Interfaces between the Service Provider and third party providers will be clear and effective, and not create barriers to efficient service delivery for the Customer. T he Service Provider will work with third party providers professionally and proactively, without it being necessary for the Customer to intervene. The Service Provider is not responsible for meeting the service requirements below to the extent that these relate to Retained Delivery Functions. H owever, notwithstanding this, the Service Provider will work collaboratively with the relevant Customer and responsible party to assist them in meeting these or other similar service requirements so far as they relate to any Retained Delivery Functions.

2. OPERATIONAL AND CONTRACT MANAGEMENT SERVICE REQUIREMENTS Services Requirements

Operational Management Capability

General management activities expected of the Service Provider include, but are not limited to: • Providing all Services in accordance with the industry standards

and timeframes (if any) set out in Appendix 1. • Co-ordinating the activities of the Service Provider's staff and any

subcontractors and resolving any issues arising from service delivery.

• Ensuring disruptions to Customer operations are minimised at all times.

• Supporting the Contract Manager and the Customers in complying with all relevant laws, regulations, rules and professional codes of conduct or practice.

• Supporting the Contract Manager and Customers promptly, as required, in response to external information requests.

• Maintaining and managing a strong customer focus, including clear points of contact for Customer staff, proactive communication, addressing issues, with each Customer and its key stakeholders.

• Working in partnership with Customers to achieve, maintain and enhance their quality indicators.

• Ensuring adequate and on-going training of its staff covering personal hygiene, food safety, special diets, customer service, health and safety, Tikanga guidelines and the Customers' policies on infection control, health and safety, and confidentiality.

• Ensuring its staff are appropriately qualified, and provided training, support and monitoring performance so that only competent staff operate at Customer Premises or in respect of the delivery of Services to the Customers. This includes ensuring sufficient dietetics knowledge to provide the Service.

• Operating a structured and well-resourced organisational development plan that assists in attracting, retaining and developing the best staff to run the Services.

Contract Management

The Service Provider will supply the resources and capability necessary to manage this agreement and the Services as a national services arrangement. This will include, but are not limited to: • Maintaining a focus on the service model principles and outcomes

sought from this agreement and the Services. • Ensuring appropriate governance structures, methodologies and


Services Requirements processes are in place to ensure the Services are delivering the cost, quality and performance objectives set out in this agreement.

• Participating in appropriate governance and collaboration forums. • Establishing and maintaining general communication of

information regarding the Services. • Establishing appropriate and formal communications and liaison at

senior stakeholder levels.

Monitoring and Reporting

The Service Provider will supply regular reporting at Customer and national levels enabling the Contract Manager and Customers to monitor and manage the performance of the Service Provider. Reporting by the Service Provider will include, but are not limited to:

Continuous Improvement and Innovation

The Service Provider will strive to continuously improve the methods (processes, systems and resources) through which the Services are delivered to Customers. The Service Provider responsibilities include, but are not limited to:

The Contract Manager or Customers may conduct an annual review of continuous improvement initiatives, innovation progress and future proposals.




3. IN SCOPE CAFETERIAS The cafeterias and retail outlets listed below are the intended in-scope cafeterias/retail outlets for the Cafeteria services. The Service Provider and the relevant Customer will discuss the relevant identified cafeterias and retail outlets below during the Customer's Mobilisation Period as the identified in-scope cafeterias and retail outlets for that Customer may need to change as a result of changes at the Customer's Premises since the Best And Final Offer submission. Where the change reflects only a change in the name or location of any cafeteria or retail outlet listed below these would remain in-scope of the Cafeteria services. DHB Cafeteria/Retail Outlet Northland Vibe Café

Waitemata Staff Cafeteria at NSH Staff Café at Waitakere

Auckland Grafton's Café Tiny Bites café Oasis Café

Counties Manukau

Everst Café Staff Café MSC Coffee Cart 1 Coffee Cart 2 MSC Coffee Shop

Waikato

Upper Deck Café Hockin Café Findlay's Café ReCharge Hot Shotz Sperry Lane Café (Thames) Rest-bite Café (Tokaroa) Hospital Café (Taumarunui )

Bay of Plenty Tauranga Hospital Café (building 27) Tauranga Hospital Café (building 20) Whakatane Hospital Café

Taranaki Base Hospital Cafeteria Hawera Hospital Cafeteria

Lakes Rotorua Hospital Cafe Taupo Café Vibe Express

Tairawhiti Flavours Café (Gisborne Hospital Café)

Whanganui Espresso Plus Top Café

MidCentral Espresso Plus Top Café Cafe Vibe

Hawke's Bay Zacs Café

Capital and Coast Café Vibe Wellington Café Vibe Kenepuru

Hutt Valley HVDHB Cafeteria HVDHB Coffee Shop

Wairarapa Wairarapa Hospital Cafe

Nelson Marlborough Nelson Hospital Café Wairau Hospital Café

West Coast Main Cafeteria (Grey Base Hospital) Main Cafeteria (Buller Health)

Canterbury

Avon Staff Café Great Escape Café Courtyard Café Burwood Staff Café Ashburton Staff Café Visitors Café (Christchurch Hospital) Visitors Café (Christchurch Woman's Hospital) Travis Café

South Canterbury Timaru Hospital Café


DHB Cafeteria/Retail Outlet

Southern Southland Cafeteria Wakari Cafeteria Dunedin Cafeteria

4. OUT OF SCOPE SERVICES The following processes, function, activities or roles are excluded from the Services:

Function Description

Demand Planning and Specification

Customers will retain responsibility for health service planning and determining the right levels and frequency of supply for the Services. This includes activities such as opening and closing of wards, forecasting patient growth, assessment of client eligibility for the Meals-on-Wheels service, setting the client co-payment for the Meals-on-Wheels service etc. The Customer will ensure that the Service Provider is adequately informed of any changes in a timely manner to enable the Service Provider to undertake operational planning of Services in advance and to ensure that Services continue to be delivered in line with prescribed scope and price.

Clinical Dietetic Services

Customers will retain responsibility for clinical dietetic services, where those services are currently provided by the Customer. Clinical dietetic services include the design of individual meal plans and specification of approved extras, meal substitutes and N utritional Products for patients to satisfy nutritional requirements. It does not include the development of standard menus to meet the menu specifications set by Customers. Note: The Service Provider may offer clinical dietetic services as an optional service where it is not currently managed by the Customer. Any such service will be recorded in the Customer's Services Statement.

Waste Removal Customers will retain responsibility for waste removal from Customer Premises. Note: The Service Provider will be responsible for transferring all Services waste to the allocated food service waste collection area for the hospital.

Total Parenteral Nutrition (TPN)/ Intravenous Nutritional Products

Customers will retain responsibility for procurement and management of TPN/ intravenous Nutritional Products as it is an integral part of clinical care.

Procurement of Other Nutritional Products

Customers are responsible for establishing the range of Nutritional Products available, and sourcing these in adequate quantities. Note: The Service Provider is responsible for management (e.g. ordering, storage, formulation/ preparation, labelling) and delivery of Nutritional Products to the patient as an integral and cost inclusive part of the Services.

Concession (Cafeteria) Arrangements

Existing concession (cafeteria) arrangements where facilities are leased to third party providers (including not-for-profit organisations) for the provision of food and beverages are out of scope of the Services.


PART B – SERVICE REQUIREMENTS

The Service Provider will provide the Services set out in the table below in accordance with the standards and specifications set out in Appendix 1. T he Service Provider will develop and implement processes that allow it to work collaboratively with relevant Third Party Providers in relation to the Services set out in the table below.

Services Requirements

Patient Meal Services



Services Requirements

Function Catering

Cafeterias and Concession Arrangements (including Resident Medical Officer Meals)

Vending Machines (Beverages, Snacks and Meals)




APPENDIX 1 TO SERVICES SCHEDULE 3

DETAILED SERVICE SPECIFICATIONS 1. REQUIREMENTS THAT APPLY ACROSS THE SERVICE AREAS

The following standards and specifications apply to all service areas (including Patient Meal Services, Meals-on-Wheels, food supplies to wards and departments, cafeteria, function catering and vending machine Services). These requirements apply in addition to the standards and specifications required for particular service areas. Category Requirements



Category Requirements withheld under s9(2)(b)(ii)


Category Requirements



3. REQUIREMENTS THAT APPLY TO FOOD SUPPLIES TO WARDS AND DEPARTMENT SERVICES

The following standards and specifications apply to the food supplies to wards and departments Services:

3.1

3.2

3.3

3.4

3.5



4. REQUIREMENTS THAT APPLY TO MEALS-ON-WHEELS SERVICES

4.1 Standards and specifications: The following standards and specifications apply to Meals-on-Wheels Services:

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)



(i)

(j)

4.2 Charges:

(a)

(b)




5. REQUIREMENTS THAT APPLY TO FUNCTION CATERING SERVICES

The following standards and specifications apply to function catering Services: 5.1

5.2

5.3

5.4

5.5



6. REQUIREMENTS THAT APPLY TO CAFETERIA (INCLUDING RESIDENT MEDICAL OFFICER MEALS) SERVICES

6.1 The table below set out the standards and specifications that apply to cafeteria (including resident medical officer meals) Services.

6.2

6.3





7. REQUIREMENTS THAT APPLY TO VENDING MACHINE SERVICES

The following standards and specifications apply to vending machine Services: 7.1

7.2

7.3

7.4

7.5



APPENDIX 2A TO SERVICES SCHEDULE 3

NUTRITIONAL STANDARDS FOR MEALS AND MENUS FOR ADULT INPATIENTS

1. INTRODUCTION TO THESE STANDARDS

1.1 The structure of these standards is based on a two week cycle with a selective menu and has been chosen to reflect what most large and medium sized hospitals currently use because it works for the majority of their shorter, medium and longer stay patients. Some flexibility to menu structure and service will be required depending on the size of the facility, length of stay, patient profile and local cultural profile. For wards where the majority of patient’s length of stay is longer than 30 days, additional choices will be offered to prevent menu fatigue by adding variety and spontaneity. Some small satellite hospitals will require an alternative menu structure that has a l onger cycle but may require less choice at each meal.

1.2 These standards are designed to be appr opriate for acute adult patients in hospital

(including Maori), who are nutritionally well, patients who are nutritionally at risk, and those requiring soft and vegetarian meals. As a gener al rule, with smart menu planning, these standards will meet the needs of the majority of patients.

1.3 There will be a n umber of patients with cultural/ religious dietary needs and

requirements for Halal meals. 1.4 These standards are not intended for paediatric patients, clinically malnourished

patients, patients with high nutritional needs, patients with special needs including those requiring therapeutic diets, and those requiring texture-modified food and fluids.

1.5 Section 1 (page 2) of the NSW standards provides an overview of the role of food in

hospitals to support patients’ clinical care and treatment. These standards aim to provide a sound nutritional basis for the standard hospital menu and a menu structure that reflects the wide variety of needs of hospital inpatients. Table 16 has been adapted from the NSW standards to describe the nutritional profile of various patient groups in New Zealand hospitals that need to be considered and have their needs provided for.

Food Services – Nutrition Standards by Patient Type


2. GENERAL PRINCIPLES

2.1 There is a duty of care to ensure access to safe, appropriate and adequate food and fluid as an essential component of patient care and treatment.

2.2 Service Provider(s) will comply with Health and Disability Services (Core) Standards NZS 8134.1:20081. In particular, refer to Standard 3.13

– Nutrition, Safe Food and Fluid management. 2.3 The menu will offer food choices that are appealing, and which patients will eat and enjoy. This will enable patients to meet their nutritional

requirements. 2.4 The menu must be planned so that it provides variety of colour, texture, taste, cooking methods and appearance at each meal as well as

over the day. 2.5 The menu design and choices offered will maximise the opportunities for patients to consume the number of serves from each of the four

food groups as recommended by the Ministry of Health (MOH) Food and Nutrition Guidelines for Healthy Adults: A Background Paper 2003, page 5. Note the MOH guidelines are for healthy adults.

3. REVIEW OF STANDARDS

3.1 These standards will be reviewed by HBL’s Food and Nutrition Council (of which the Service Provider will be a member) within 12 months of Service Commencement and thereafter biennially.

3.2 If the Nutrient Reference Values (NRVs)2 are altered by the Ministry of Health, these standards will be reviewed within 6 months to reflect

the new NRVs. 4. FORMAT FOR STANDARDS

4.1 There are two parts to these standards:

(a) Subsection 11.5: Nutritional Goals, provides the macro and micro nutrient goals required to be met

(b) Subsection 11.6: Menu Structure Explanation and Subsection 11.7: Adult Standard Menu Structure, provides the menu structure format that is designed to assist menu planners to meet the goals

5. NUTRITIONAL GOALS

5.1 The standard hospital menu should meet the following nutrient goals: 1 http //www.health.govt.nz/our-work/regulation-health-and-disability-system/certification-healthcare-

services/health-and-disability-services-standards 2 http://www.health.govt.nz/publication/nutrient-reference-values-australia-and-new-zealand



(a) Energy and protein on a daily basis

(b) Micronutrients (vitamins and minerals) averaged on a weekly basis

Energy 8000KJ Vitamin C 45 mg

Protein 81-90g Calcium 1000mg

Fibre 25g Iron 11mg

Fluid 2.1-2.6l/d Zinc 14mg

5.2 These nutrient goals have been set on a reference person of a 76kg male in the 51-70 age group. There will be other patient groups that will

require additional nutrient goals such as increased calcium for longer stay older persons and increased requirements for pregnant and lactating women.

5.3 While these standards do not specify an upper limit for sodium, the NSW UL goals can be used as targets where it is practical to do so

without restricting food choice, appeal and food intake. 5.4 For more detailed explanation, refer to the reference document New South Wales ACI Nutritional Standards for Adult Inpatients in NSW

Hospitals (page 8 to 10)3. 5.5 All menus and ingredient lists must be approved by the Food and Nutrition Council.

Note: this excludes local short term variations

6. MENU STRUCTURE EXPLANATION

Menu Structure

6.1 The structure has been set out as breakfast, lunch/tea and dinner to provide guidance, however there is some flexibility as follows:

(a) Lunch/Tea and Dinner meals can be reversed if it suits individual hospitals but cannot be changed without agreement.

(b) Hot meal choices must be offered at a minimum of two meals per day. This means a minimum of one hot lunch/tea choice and a minimum of one hot dinner choice.

(c) A hot breakfast could be substituted for a hot lunch/tea choice at the weekend.

3 http://www.aci.health.nsw.gov.au/__data/assets/pdf_file/0004/160555/ACI_Adult_Nutrition_web.pdf



(d) Items can be grouped together on the menu so that patients know that they can select one of the following – for example 3 main choices will be offered on the menu at the dinner meal but it is expected that patients will only choose one of these.

(e) Fruit (fresh, canned, stewed or dried) must be offered 3 times per day. At least one of these must be fresh fruit. This can be offered

as an In-Between Meal Snack instead of at lunch/tea as indicated on the specifications. 6.2 In these standards, lunch/tea refers to the lighter meal of the day. 6.3 In these standards, dinner refers to the main meal of the day.

Size of Meals

6.4 The portion size examples refer to a minimum size for a standard meal serve size. 6.5 At each meal time, serve size variations for small, standard and large options must be available for patients to choose from however it is

acknowledged that it is not practical to offer size variation for all menu items e.g. portion control units.

Main meal protein: small = 75% of standard and large = 150% of standard

Vegetables: small = 50% and large = 150%

Dessert: 100% irrespective of size of meal required

7. ADULT STANDARD MENU STRUCTURE withheld under s9(2)(b)(ii)



APPENDIX 2B TO SERVICES SCHEDULE 3

NUTRITIONAL STANDARDS FOR MEALS AND MENUS FOR PAEDIATRIC INPATIENTS 1. INTRODUCTION TO THESE STANDARDS

1.1 These standards have been developed as a c ompanion to Appendix 2A – Nutrition Standards for Meals and Menus for Adult Inpatients.

1.2 The structure of these standards is based on a two week cycle with a selective menu

and has been chosen to reflect what most large and medium sized hospitals currently use because it works for the majority of their shorter, medium and longer stay paediatric patients. Some flexibility to menu structure and service will be required depending on the size of the facility, length of stay, patient profile and local cultural profile. Patients who have a l ength of stay longer than 30 day s, or are frequently admitted, will need additional choices offered to prevent menu fatigue by adding variety and spontaneity. Some small satellite hospitals will require an alternative menu structure that has a longer cycle but may require less choice at each meal.

1.3 These standards are designed to be appropriate for acute paediatric patients (including

Maori), in hospital who are nutritionally well, patients who are nutritionally at risk and those requiring soft and vegetarian meals. As a gener al rule, with smart menu planning, these standards will meet the needs of the majority of paediatric patients.

1.4 There will also be a number of patients with cultural/ religious dietary needs and requirements for Halal meals.

1.5 These standards are not intended for adult patients, clinically malnourished patients,

patients with high nutritional needs and p atients with special needs including those requiring therapeutic diets, and those requiring texture-modified food and fluids.

1.6 Part A, Section 1 (page 5) of the NSW Paediatric standards provides an overview of

the role of food in hospitals to support patient’s clinical care and treatment. These standards aim to provide a sound nutritional basis for the standard hospital menu and a menu structure that reflects the wide variety of needs of hospital inpatients. Table 17 describes the nutritional profile of various patient groups in New Zealand hospitals that need to be considered and have their needs provided for.



2. GENERAL PRINCIPLES

2.1 There is a duty of care to ensure access to safe, appropriate and adequate food and fluid as an essential component of patient care and treatment.

2.2 Service provider(s) will comply with Health and Disability Services (Core) Standards

NZS 8134.1:20084. In particular refer Standard 3.13 – Nutrition, Safe Food and Fluid management.

2.3 The menu will offer food choices that are child friendly, familiar, and developmentally

appropriate which patients will eat and en joy. This will assist them to meet their nutritional requirements.

2.4 The menu must be planned so that it provides variety of colour, texture, taste, cooking

methods and appearance at each meal as well as over the day. 2.5 The menu design and choices offered will maximise the opportunities for patients to

consume the number of serves from each of the four food groups as recommended by the:

(a) Ministry of Health (MOH) Food and Nutrition Guidelines for Healthy Infants

and Toddlers: A Background Paper 2008, page 31, 32

(b) Ministry of Health (MOH) Food and Nutrition Guidelines for Healthy Children and Young People: A Background Paper 2012, page 10

Note the MOH guidelines are for healthy toddlers and children.

3. REVIEW OF STANDARDS

3.1 These standards will be reviewed by HBL’s Food and Nutrition Council (of which the Service Provider will be a member) within 12 months of Service Commencement and thereafter biennially.

3.2 If the Nutrient Reference Values (NRVs)5 are altered by the Ministry of Health, these

standards will be reviewed within 6 months to reflect the new NRVs. 4. FORMAT FOR STANDARDS

4.1 There are three parts to these standards:

(a) Subsection 12.5: Infants, provides guidance on infant formula and first foods

(b) Subsection 12.6: Nutritional Goals, provides the macro and micro nutrient goals required to be met

(c) Subsection 12.7: Menu Structure Explanation and Subsection 12.8:

Paediatric Standard Menu Structure, provides the menu structure format that is designed to assist menu planners to meet the goals

5. INFANTS

Infant Formula

5.1 If not breastfed, infant formula is the main source of nutrition for infants up to six months of age. This infant formula must comply with the Australia and New Zealand Food Standards Code for infant formula products.

4 http //www.health.govt.nz/our-work/regulation-health-and-disability-system/certification-healthcare-

services/health-and-disability-services-standards 5 http://www.health.govt.nz/publication/nutrient-reference-values-australia-and-new-zealand



First Foods

5.2 First foods are not to be available before 4 months of age. 5.3 Food must be us ed in conjunction with breast milk or infant formula because food

makes a minimal contribution to nutritional requirements at this stage. 5.4 Food must be provided in appropriate bowl and appropriate size and safety of spoon to

suit the developmental stage. 5.5 The Service Provider must use single ingredient foods only – not combination foods. 5.6 Food must be cut, pureed or strained to ensure it is smooth without lumps 5.7 No cow’s milk is to be given or added to food

Food Instructions Breakfast 10g (dry weight) rice cereal Iron fortified

30g (2T) fruit Pureed/strained, no lumps Lunch/Tea and Dinner 15g cooked meat Puree with minimum meat juice or

water necessary to get right consistency

30g vegetable If necessary, puree with minimum water to get right consistency

30g (2T) fruit Pureed/strained, no lumps

6. NUTRITION GOALS

6.1 The standard hospital menu should meet these nutrient goals:

Age group Energy (EER) Protein 7-11 months 3500 kJ/day, protein AI 14 g AI 14g

Assume 600ml breast milk/formula intake daily, provides 1700 kJ and 8g protein

1-3 years 4200 kJ RDI 14 g 4-8 years 5500 kJ RDI 20 g 9-13 years 7500 kJ RDI 40 g 14-18 years 9400 kJ RDI 65 g

Refer to New South Wales (NSW) ACI Nutritional Standards for Paediatric inpatients in NSW Hospitals pages 7 to 14 for the remaining goals for macro and micro nutrients.

6.2 Macronutrients are to be met on a daily basis while micronutrients are to be averaged over a week.

Variation for Sodium

6.3 Salt sachets are to be offered on the menu for children over one year of age, however, default meals should not include salt sachets. A default meal is what is provided to a patient if the patient or their parent/ caregiver are not able to make their own choice.



7. MENU STRUCTURE EXPLANATION

Menu Structure

7.1 The structure has been set out as breakfast, lunch/ tea and dinner to provide guidance, however there is some flexibility as follows:

(a) Lunch/Tea and Dinner meals can be reversed if it suits individual hospitals but

cannot be changed without agreement.

(b) Hot meal choices must be offered at a minimum of two meals per day. This means a minimum of one hot lunch/tea choice and a minimum of one hot dinner choice.

(c) A hot breakfast could be substituted for a hot lunch/tea choice at the

weekend.

(d) Items can be grouped together on the menu so that patients know that they can select “one” of the following – for example 3 main choices will be offered on the menu at the dinner meal but it is expected that patients will only choose one of these.

(e) Fruit (fresh, canned, stewed or dried) must be o ffered 3 times per day. At

least one of these must be fresh fruit. This can be offered as an In-Between Meal Snack instead of lunch/tea as indicated on the specifications.

7.2 In these standards, lunch/tea refers to the lighter meal of the day. 7.3 In these standards, dinner refers to the main meal of the day.

Size of meals

7.4 The portion size examples refer to a minimum size for a standard meal serve size. 7.5 At each meal time, serve size variations for small, standard and large options must be

available for paediatric patients to choose from.

The following is a guide:

Main meal protein: small = 75% of standard and large = 150% of standard

Vegetables: small = 50% and large = 150%

Dessert: 100% irrespective of meal size

7.6 Refer to the Paediatric Meal Component Specification in subsection 8 of this Appendix

for the default meal size for the various age groups if the patient does not select their meal size.


8. PAEDIATRIC STANDARD MENU STRUCTURE

8.1 The tables below describe the menu structure for paediatric inpatients. These requirements have been set out in a ‘2 week cycle’ form but the Preferred Respondent may propose other menu structure options (e.g. a la carte) as long as it meets the specified items, minimum choices, portion sizes and nutritional standards.


APPENDIX 2C TO SERVICES SCHEDULE 3

NUTRITIONAL STANDARDS FOR THERAPEUTIC DIETS FOR ADULT AND PAEDIATRIC INPATIENTS

Reference Document: NSW Agency for Clinical Innovation: Therapeutic Diet Specifications for Adult Inpatients, Nov 2011 (revised Feb 2012) Notes:

1. The following Therapeutic Adult and Paediatric Diet codes are provided from the current Auckland District Health Board CBORD Menu Codes and referring to the above Reference Document in the New Zealand public hospital context.

2. While the comprehensive list of the Therapeutic Diet Codes is available, it is anticipated that not all of these will be in use at any particular Customer Premises. The list is believed to be complete for current known therapeutic and special diet requirements, based on the complexity of the Auckland DHB patient profile and the supplementary input from Service Provider, Waitemata DHB and Counties Manukau DHB representatives.

3. The codes have been agreed with the Food and Nutrition Advisory Group, sub-project team representing input from the Auckland Metro DHBs

4. These codes are intended as the start point for the implementation of the therapeutic menu and shall be implemented to the extent of the requirements of a Customer's Premises as they join the agreement. Any changes requested by a Customer in regards to a Premises will be reviewed and approved through the Relationship Charter process to ensure the impact as to Food Service specification and commercial considerations are addressed in Therapeutic Diet Code and associated menu development.

5. The Therapeutic diet code requirements shall be reviewed through the governance of the Food and Nutrition Council (of which the Service Provider will be a member) within 12 months of the first Service Commencement Date and thereafter biennially.

6. The application of banding in the context of the Reference Document, is agreed as not being applicable and is not a requirement of the application of these Therapeutic Diet codes in New Zealand


Therapeutic Adult Diet Codes 2014 Expanded Information for National Diet Codes

Proposed Diet Code

NSW Therapeutic

Diet Specification

Codes (closest match)

General Description

PROPOSED Menu Information

NB: Not all diet codes will be required at each Customer Premises

Standard Diet: Full Medium serves Patients who are nutritionally well and able to eat normally. No restrictions. Full adult diet. Non-Compliant: Small and Large

BARI-Fluids Combined: Fluids – clear – bariatric Fluids – full - bariatric

No menu Post bariatric surgery

Clear fluid and full fluid menus required. 100mls diet fresh and trim milk breakfast 100mls diet refresh or diabetic jelly and 100mls clear soup at lunch and dinner. No other foods allowed.

BARI- Puree Post - bariatric No menu Post bariatric surgery

Apple puree or natural yoghurt at breakfast Very small serves at lunch and dinner (1/4 serve of each vegetable puree and meat puree) No other foods allowed.

BARI -SOFT Small serves of soft foods – protein and vegetables VERY LOW FIBRE

Low Fibre/residue – low < 10g

Barium enema test/colonoscopy/low Fibre CHECK WITH DIETITIAN

Very Low Fibre Stricter diet than low fibre – for short term use only; not nutritionally adequate. Other appropriate menu items will be allowed. Food is low in fibre and fluids are low residue or clear. Compliant: CF, RB, Ricies, milk, sugar, plain yoghurt, rice crackers, marg, butter, honey, vegemite, jelly, mashed potato, puree kumara, rice, minced chicken, omelette, spaghetti Non-Compliant: High fibre foods, other meats, fruits or vegetables, pips, skins or seeds, nuts, popcorn or crisps, chocolate or other sweets or desserts. Large protein serves

BMT Microbial - low Bone Marrow Transplant Adult and Paed. Neutropenia

Neutropenic – avoidance of foods which are high risk for bacteria. Full diet including safe foods- high risk foods are excluded. Suitable foods include items in individual packets and sachets. Foods Allowed/ not allowed to be confirmed


Proposed Diet Code

NSW Therapeutic

Diet Specification


General Description



CHYLO Fat – low <20g day

Special diet for chylothorax patients – less than 5g LCT fat per day CHECK WITH DIETITIAN

Used for babies and adults. Fat based on MCT oil Very low fat diet. Most items less than 1g fat per serve Compliant: Weight watchers ice-cream, meringues, plain mashed potato, full-o-fruit biscuit, rice crackers, fruit, raisins, Trim milk instead of Blue Milk R) CHYLO only. NB To maximise the menu choices on this diet, do not use in combination with other diet orders

ORLCLRFLUIDS Fluids - Clear Clear fluids (no menu)

ORL clear To assess a pat ients’ readiness for meals; ice, water, juice, lemonade ice blocks and oral rehydration fluids, from ward supplies can be used. Breakfast – Apple juice Lunch – Consommé, apple juice Dinner - Consommé, apple juice Suitable for diabetics without modification (200g CHO evenly distributed). Menu items may vary but must be clear and liquid at room temperature.

COLDSOFT Post – cool/cold foods only

Cold soft (no menu)

Breakfast – cold menu choices only Lunch and Dinner only - Sandwich, Jelly and Ice-cream. Add additional cold menu choices as appropriate.

TE WHETU (Note: naming alignment required for each MHU)

None Te Whetu Tawera Unit Menu

Acute Mental Health Unit menu. Standard menu with high energy desserts limited or removed on menu cycle. For all patients/residents at Mental health Units. Compliant: Order large servings.

DAYSTAY None Daystay lunch LUNCH ONLY = Soup, SW, yoghurt Contents of Lunch Packs may vary.

DIAB ADULT Diabetic Adult with snacks

Reduced sugar diet. In between snacks provided. Meal made up by Course Req. Levels. Compliant: Ice cream- Monday, Wednesday, Friday dinners only. Fruit yoghurt for B and


Proposed Diet Code

NSW Therapeutic

Diet Specification


General Description



All IDDM’s to go on this

am tea, raw/unsweetened fruit at L and D Non-Compliant: Orange juice, ordinary jelly, ordinary desserts, jam, honey, sugar sachets, roast potato Snacks may vary. Three snacks per day for insulin dependent diabetics if required. Information on carbohydrate content of food items will be made available to patients and diabetic clinicians to assist with self-management for carbohydrate counting. Ice cream may be omitted as a menu choice

SOFT MECHANICAL

None Easy to manage Soft Mechanical Diet Foods difficult to chew will be av oided eg pasty, nuts, chicken drumsticks, hard raw fruit, dried fruit. Extra sauces/ gravies available at lunch and dinner. Crusts not removed from bread or sandwiches. Compliant: Soft foods and meats, toast, gravy offered L and D. Non-Compliant: Side salad, coleslaw

ENT Enteral feed - NBM

Enteral feed Nil by mouth. No meal tray required (NO MENU) For all tube feeds who are NBM.

ENTRAY Enteral feed – and food

Enteral feed with tray For patients who are eating

Enteral feed and meal tray required. Meal based on Full Diet.

FREE Fluids - full Free oral fluids/ thin fluids (no menu)

Free fluids Suitable for Diabetics without modification (200g CHO evenly distributed). Same diet for adults and children Compliant:

• Breakfast – Flavoured Milk, apple juice, milk • Lunch – Flavoured Milk, apple juice, ice-cream, milk, strained soup • Dinner – Flavoured Milk, apple juice, ice-cream, milk, consommé Other suitable menu options may replace some of these items e.g. soft custard, smooth


Proposed Diet Code

NSW Therapeutic

Diet Specification


General Description



yoghurt. GALACT Allergy – milk

free Galactocaemia Same menu as Milk Free No milk or lactose containing food or fluid.

Non-Compliant: milk or milk containing products- casein, caseinate, lactalbumin or whey products, milk powder. DIETITIANS ONLY REQUEST THIS DIET

GASTRY Post - gastrectomy

Small meal, controlled fluid, CHECK WITH DIETITIAN

Soft, bland food choices. Small protein serves L and D. Two Snacks provided inbetween meals. Non-Compliant: Soups, beverages / fluids served with meal

GLUTFR Allergy – gluten free

Gluten free CHECK WITH DIETITIAN

Gluten Free The Codex (international Standard for Gluten Free) allows for a product to contain up to 20 ppm of Gluten. This standard is considered safe for coeliacs by the Coeliacs New Zealand consultant Gastroenterologists. Non-Compliant: wheat, barley, oats and rye. Adopt the UK practice on suppliers' precautionary notes. Where attention and accountability related to intentionally included items is the recommended approach to manage allergens.

NOPKCHIRMCHE Halal No pork, chicken, red meat or cheese (non strict halal diet)

Halal: Animals slaughtered facing Mecca Check with patient – Muslims are usually beef and pork free. Compliant: Eggs Non-Compliant: Pork, Alcohol, Fish without scales, Beef, Mutton, Chicken unless HALAL slaughtered, (note: no gelatine, alcohol (flavouring essences)). Fish, vegetarian and vegan options offered on menu. Patients may also choose from chicken and beef options if required. Note Halal options will be offered where so certified by the originating supplier.

HIENERGY Energy – high Protein - high

Energy dense foods For patients needing

High Energy High Protein diet: Full diet with extra high energy/protein food choices and snacks. Suitable for adults and


Proposed Diet Code

NSW Therapeutic

Diet Specification


General Description



high calorie and high protein

paediatrics. Based on standard menu with added extras to increase energy and protein. Some fortified menu items. Cooked breakfast can be added, cream, yoghurt (R - Lunch) and flavoured milk (R - Lunch) added DIETITIAN REQUEST ONLY Note: Cooked breakfast may not always be an option.

HIFIBRE Fibre – high ˃ 25g

High fibre Full diet including wholemeal/wheatmeal breads, high fibre breakfast cereals, bran flakes. Non-Compliant: White bread, Rice Bubbles, Cornflakes.

HIK None High potassium Standard diet and add in or exchange for high potassium foods. Full diet with extra high potassium food and fluids. Compliant: Bananas, kiwifruit, oranges, kumara, broccoli, orange juice.

HYPEREM None Hyperemesis (also low risk)

Small meals from full diet plus diluted apple juice, in-between snacks and oral supplements. Used for pregnant women suffering from severe nausea and dehydration. Two appropriate In-between snacks will be provided. (Note alignment of WDHB cold menu option from current state to be retained for WDHB) Is also LORISK (low Listeria low risk) – see LORISK

RESTRICFIBRE (add MODERATE FIBRE)

Fibre/ residue – low <10g or m oderate <20g?

Inflammatory bowel disease if can’t tolerate standard diet. Preventing bowel obstruction. Post GI surgery. New ileostomy. To reduce faecal volume. Diverticulitis if can’t

Low fibre – Minimal fibre content; no limits on lactose (from milk products), low in gastrointestinal irritants i.e. Food that is low in fibre.. Aim for average of <15g-20g fibre / day. Non-Compliant: Pips, seeds, stalks or skins. Non-Compliant: Pieces of nut, dried fruit, or coconut. Non-Compliant: Fruit juice with pulp. Non-Compliant: Fresh or dried herbs. Non-Compliant: Chilli, garlic, ginger or onion. No wholegrain breads or cereals. Non-Compliant: Tough, fatty or gristly meats.


Proposed Diet Code

NSW Therapeutic

Diet Specification


General Description



tolerate standard diet. Non-Compliant: Dried peas, beans or lentils. Soups must be strained.

KOSHER Kosher Not available yet Not available LOENERGY Energy - low Weight reduction

For weight loss Reduced energy diet. Suitable for adults and paediatrics. Compliant: Trim milk, yoghurt. Non-Compliant: Fruit juice, sugar sachets, milk puddings, ordinary jelly, ice cream, dairy food, flavoured milk, full cream milk, jam, honey, peanut butter.

LOFAT Fat – low saturated Fat – low <50g/ day

Low fat diet for heart disease. Low saturated fat diet. Low fat diet for gallstones/ pancreatitis. CHECK WITH DIETITIAN if unsure

Limit foods which contain fat. Aim for <50g total fat/ day Compliant: Small, medium or large serves Compliant: Fat reduced milk, margarine, jelly, fruit, lite fruit yoghurt. Non-Compliant: Full cream milk, butter, visible eggs or cheese, fried foods, roast vegetables, peanut butter, luncheon SW, cheese SW, egg S/W, ice cream, milk pudding, and desserts.

LOPHOS Phosphate - low Low phosphate CHECK WITH DIETITIAN

Low Phosphate Diet mainly for renal patients • Not Compliant Cream soups, milk puddings and custard • Compliant: Consommés, • milk at Breakfast, yogurt and ice-cream; • Non compliant: Milk at other meals • Non-Compliant: Dried fruit, peanut butter, nuts, seeds, chocolate, mushrooms, baked

beans, lentils, dried peas and dried beans, ham, pate, luncheon, processed meat, shellfish, sausages, peanut butter, milkshakes, coke

• Non-Compliant: Cheese note cheese is Compliant if in small amounts in a savoury item

• e.g. non-compliant as cheese SW, • Compliant: Cottage cheese, cream cheese, sour cream • Compliant: Small and medium serves of main protein dishes - Non-Compliant as large


Proposed Diet Code

NSW Therapeutic

Diet Specification


General Description



serves • Compliant: Weetbix, Cornflakes, Ricies, Porridge . • Non-Compliant: Sultana Bran, Bran flakes, All Bran NOTE: Will be food based as information on phosphate levels difficult to obtain from suppliers. Avoid or limit foods naturally high in phosphate. Avoid food additives known to contain phosphate. Phosphate ingredient specification is not a current industry labelling requirement

LOPRO NSW - 5 different protein controlled diet codes

Low protein diet CHECK WITH DIETITIAN

Low Protein diet • Compliant: Milk at Breakfast; Non-Compliant at other meals • Compliant: Small serve of main protein dish • Non-Compliant: Milk puddings, yoghurt, ice-cream • Cream soups – max. 3g protein/serve • Include extra cream and butter for calories

Include fruit B, L, D DIETITIAN REQUEST ONLY

LORISK Maternity (NSW also low listeria)

Low listeria low risk For all pregnant patients oncology and new transplant patients

Full diet with high risk foods excluded. Follow guidelines for food allowed/ not allowed from NZ Food Safety Authority. Compliant: Tuna, salmon, egg, cheese, cottage cheese, tomato sandwiches, dairy food, yoghurt, hot desserts and custard, ice-cream Non-Compliant: Pre-cooked chicken, ham or other chilled meat products, raw seafood, pate, salads/lettuce and coleslaws, cold milk puddings, fruit that cannot be peeled

LOWK Potassium – restricted 70mmol

Low potassium CHECK WITH DIETITIAN

Low potassium diet mainly used for renal patients, 70mmol potassium/ day. All high potassium foods Non-Compliant with the exception of vegetables below • Vegetables – Compliant: Potato (but note Non-compliant as roast or baked potato) Compliant: Allow one other high potassium vegetable – average serve Non-Compliant: Large serves, Some vege purees made Non-Compliant so combinations are not high K


Proposed Diet Code

NSW Therapeutic

Diet Specification


General Description



Compliant: Include Low K vegetables • Compliant: Small and medium serves of main protein dishes Non-Compliant large

serves • Compliant: Apple based fruit juices Non-Compliant: Orange juice, bran flakes, sultana bran, dried fruit, apricots, chocolate, tomato based savouries, tomato sauce, tomato juice, muesli, nuts, bananas, kiwifruit, oranges, fruit juice, silverbeet, mushrooms, kumara, soup, potato chips, crisps, baked beans, avocado, broccoli, prunes, roast potato, roast pumpkin

MAOI Tyramine low – for MAOI

MAOI CHECK WITH DIETITIAN

Foods allowed/ not allowed as per the NSW Therapeutic Diet Specification. Food is low in tyramine. Food should be fresh or freshly prepared frozen foods. Compliant: Cottage cheese, cream cheese. Non-Compliant: Cheese or foods that contain cheese, marmite, vegemite, Oxo and soups containing stocks, gravy, chocolate

MINCED & MOIST Minced Moist Fundoplication 2

Minced/moist Suitable for diabetics without modification. Fortified foods included as appropriate Foods allowed/not allowed as stated in the Australian standardised labels and de finitions (endorsed by NZ). Nutrition & Dietetics 2007; 64 (Suppl. 2): S53-S76. Very soft and moist, needs very weak chewing, prepared by mashed/mincing food, break up easily with the flat edge of a fork into small soft lumps 0.5cm, served or coated with a thick sauce/gravy. Use this code for adults with Nissan fundoplication and oesophageal tubes. Compliant: a minced/mashed food, milk puddings, porridge, gravy, sauces. Non-Compliant: bread, cereals, raw fruit, raw vegetables, scones, muffins, sliced dry meat or chicken.

NASALT Sodium – 80-100mmol

No added salt Sodium restricted to 100mmol (2300mg) per day. Non-Compliant Added salt diet restricted to 30 mmol/meal


Proposed Diet Code

NSW Therapeutic

Diet Specification


General Description



Non-Compliant: Corned beef, bacon, pork, ham, sausages, luncheon meat, cheese, Bovril, Oxo, marmite, vegemite, stock cubes, boosters, all packet and canned soups, soya sauce, Worcestershire sauce, mayonnaise, salt sachets, salted peanut butter, gravy, salt added in cooking • Aim 30mmol Na per Breakfast, Lunch and Dinner meal • Compliant: Serve of main savoury items to have <15 mmol Na per serve • Non-Compliant: Avoidall high salt food items as listed on education sheets e.g. Ham,

Bacon, Soups • Cheese Non-Compliant but Compliant if in small amounts in a savoury item e.g.

Macaroni Cheese and total <15 mmol Na Non-Compliant Cheese SW,

Compliant: Cottage cheese • Compliant: Desserts mainly fruit, custard, ice-cream, jelly and yoghurt. • Non-Compliant: Bread based/crumbles or others with a high sodium content • Non-Compliant: Steamed pudding and custard 9.8mmol/serve

NASUGAR ? No added sugar For NIDDM’s

Reduced sugar diet. Non-Compliant: In-between snacks. Compliant: Ice cream- Monday, Wednesday, Friday dinners only. Fruit Yoghurt Non-Compliant: Orange juice, ordinary jelly, desserts, jam, honey, sugar sachets. Ice cream may not be available as a menu choice. Information on c arbohydrate content of food items will be m ade available to patients if required.

NBM NBM Nil by mouth Nil by mouth. No tray. NOBEEF None Beef free Non-Compliant: Beef or veal, or food or fluid containing beef or veal. Noted as a food

preference not therapeutic diet NOCHICK None Chicken free Non-Compliant: Chicken or turkey or food or fluid containing chicken/Turkey.

Noted as a Food preference not therapeutic diet NOCOLOUR Allergy – colour Colour free Non-Compliant: Food or fluid containing artificial colouring.


Proposed Diet Code

NSW Therapeutic

Diet Specification


General Description



low CHECK WITH DIETITIAN

Compliant: Chicken booster, chicken nuggets Non-Compliant: Colours 100-175, margarine, soya sauce, gravy browning, beef booster, jelly, cordial, flavoured milk, instant pudding, dairy food. Some colours allowed in NSW Therapeutic Diet Specifications – 100 (curcumin or turmeric), 150 (caramel), 160a (carotene)

NO EGG Allergy – egg free

Egg free Non-Compliant: Egg or food or fluid containing eggs. Non-Compliant: Egg, egg white, albumin, egg powder, egg pulp, egg solids. Adopt the UK practice on suppliers precautionary notes. Where attention and accountability related to intentionally included items is the recommended approach to manage allergens..

NOFISH Allergy – fish and shellfish free

Fish free Non-Compliant: Fish or food or fluid containing fish. Non-Compliant: Commercial fish sauce. May be combined with NOSHELLF. Adopt the UK practice on suppliers precautionary notes. Where attention and accountability related to intentionally included items is the recommended approach to manage allergens..

NOLACT Allergy – lactose low

Lactose free CHECK WITH DIETITIAN

Non-Compliant: Lactose or food or fluid containing lactose. Non-Compliant: Milk or milk containing products, milk powder. May be combined with NOMILK. Adopt the UK practice on suppliers precautionary notes. Where attention and accountability related to intentionally included items is the recommended approach to manage allergens..

NOLAMB None Lamb fee Non-Compliant: Lamb or mutton or food or fluid containing lamb Noted as a Food preference not therapeutic diet.

NOLATEX Allergy – latex free

5. Latex Free CHECK WITH DIETITIAN

Non-Compliant: Latex or rubber products and certain foods. Non-Compliant: Enteral feeds decanted into tube feed bottles with rubber bungs. kiwifruit, passion fruit, papaya, bananas, figs, peaches, nectarines, plums, tomatoes, celery, avocado, cherries, chestnuts.

NOLEGUME none Legume free (includes NOSOY and NOPNUT)

Non-Compliant: Food containing legumes. Includes NOSOY and NOPNUT. Non-Compliant: Dried peas, split peas, carob, baked beans.


Proposed Diet Code

NSW Therapeutic

Diet Specification


General Description



NOMILK Allergy – milk free

Milk free Non-Compliant Milk or food or fluid containing milk. Non-Compliant: Milk or milk containing products- casein, caseinate sodium caseinate, lactalbumin or whey products, milk powder. Adopt the UK practice on suppliers precautionary notes. Where attention and accountability related to intentionally included items is the recommended approach to manage allergens..

NONUTS Allergy – nut free

Tree nut free Non-Compliant: Food containing tree nuts. Compliant Peanut Non-Compliant: Almond, brazil, cashew, hazelnut, macadamia, pecan, pistachio, walnut, pine nuts NSW Therapeutic Diet Specification also includes peanuts. Combine NONUTS and NOPNUT Adopt the UK practice on suppliers precautionary notes. Where attention and accountability related to intentionally included items is the recommended approach to manage allergens..

NOCITRUS Allergy – citrus free

Citrus free Non-Compliant: Orange, or food or fluid containing orange, lemon, grapefruit, lime, or other citrus. Non-Compliant: oranges, mandarins, orange juice, other citrus juices

NOPNUT Allergy – nut free

Peanut free Non-Compliant peanuts, or foods or fluids containing peanuts. Compliant: Other nuts are not of the legume family and can be included in a peanut free diet. Non-Compliant: Roasted, salted, blanched peanuts, peanut butter, peanut oil and all other foods containing peanuts. Combine with NONUTS . Adopt the UK practice on suppliers precautionary notes. Where attention and accountability related to intentionally included items is the recommended approach to manage allergens..

NOPORK None Pork free Non-Compliant: Pork, or foods containing pork products.


Proposed Diet Code

NSW Therapeutic

Diet Specification


General Description



Noted as a Food preference not therapeutic diet. NOPRES Allergy –

preservative low Preservative free Non-Compliant: Sorbic acid (200-203), benzoic acid (210-213, 216, 218), sulphites (220 -

225, 228), propionate (280-283), nitrite/nitrate (249-252), antioxidants (310-321). NORMCHFISH None Red meat, chicken and

fish free Non-Compliant: Beef, lamb, pork, chicken, fish, seafood, tuna, veal, meatloaf, sausages, luncheon and ham. May change coding to VEGETETARIN OVO_LACTO

NOSHELLF Allergy – fish and shellfish free

Shellfish free Non-Compliant: Shellfish or food containing shellfish. (note includes Mollusc and Crustacean) Combine with NOFISH.

NOSOY Allergy – soy free

Soy free Non-Compliant: Soya beans or foods or fluids containing Soya. Non-Compliant: Soya concentrate, Soya protein, Soya lecithin, Soya flour, Soya oil, and TVP (textured vegetable protein), tofu, tempeh, Soya sauce. Clarification required on relevance of precautionary statements Adopt the UK practice on suppliers precautionary notes. Where attention and accountability related to intentionally included items is the recommended approach to manage allergens..

NOTOM None Tomato free Non-Compliant: Tomatoes, or food or fluid containing tomatoes. Non-Compliant: Tomatoes, tomato paste, tomato puree, tomato sauce.

PKU Phenylalanine - low

Phenylketonuria DIETITIANS ONLY REQUEST THIS DIET

Individual patient diet requirements will be managed by the Clinical Dietitian.Restricted protein diet. All protein containing foods must be measured accurately. Dietitian will provide meal plan. Compliant: Fruit juice, butter, margarine, jam, honey, sugar, fruit, loprofin bread and pasta. Non-Compliant: Meat, fish, chicken, egg, yoghurt, milk, artificial sweetener, diet drinks, diabetic jelly DIETITIAN REQUEST ONLY

POST OP ? Post – operative (light)

Post Op lunch LUNCH ONLY = Soup, SW, jelly, ice-cream


Proposed Diet Code

NSW Therapeutic

Diet Specification


General Description



SMOOTHPUREE1 None Fruit puree only (no menu)

B, L and D - Fruit puree and PCU sugar

SMOOTHPUREE2 None F&V puree/ custard (no menu)

B - Fruit puree and PCU sugar L and D - Vege pureex2, salt and pepper, custard/DF/Mpudd/InstPuddx1, Fruit pureex1, PCU Sugarx1 Compliant: Fruit and vegetable purees (not potato, kumara), custard, dairy food, plain yoghurt.

SMOOTHPUREE3 Smooth puree Puree meal Suitable for diabetics without modification. Fortified foods included as appropriate Foods allowed/not allowed as stated in the Australian standardised labels and de finitions (endorsed by NZ). Nutrition & Dietetics 2007; 64 (Suppl. 2): S53-S76 Prepared using a blender, is smooth without lumps, thick uniform consistency, does not separate into liquid and solid, requires no chewing, moist not sticky. Compliant: Pureed protein foods, smooth porridge, gravy, sauces, custard, dairy food, fruit and vegetable purees (including mashed potato and kumara), plain yoghurt. Non-Compliant: Bread, cereals, porridge, raw fruit, raw vegetables, scones, muffins, sliced dry meat or chicken.

PUREETHIN None Thin puree Able to be sucked through a straw (e.g. puree thinned with gravy). REHAB (note site specific)

None Rehab Plus menu For all patients/residents at Rehab Plus. Long term elderly menu may be the most appropriate.

RFLUID Fluid restriction – nil on tray

Restricted fluid Non-Compliant Fluids on meal tray. Menu for those requiring a restricted fluid intake. Based on Full Diet. Compliant: Milk for cereal, milk puddings and stewed fruit Adults Non-Compliant: Soups, fruit juice, jelly, gravy, stewed fruit in juice Paeds Non-Compliant: Soups, gravy.

SHORTBS ? Short bowel syndrome CHECK WITH

Modified diet for patients with less than 2m of bowel. Meals are small and regular and low in fat and fibre.


Proposed Diet Code

NSW Therapeutic

Diet Specification


General Description



DIETITIAN Low fat less than 40g /day with in-betweens Compliant: Apple juicex3/day, sweet biscuits and low fat crackers Non-Compliant: Bran flakes, pineapple, OJ, porridge, Weetbix, sultana bran, wm bread/toast, marmalade, dried fruit, cheese, milk puddings, dairy food, ice-cream

SOFT DYSPHAGIC

Soft Soft – bread no crusts Soft Dysphagic Diet: For patients with swallowing difficulties. Foods allowed/not allowed as stated in the Australian standardised labels and de finitions (endorsed by NZ). Nutrition & Dietetics 2007; 64 (Suppl. 2): S53-S76 Food is naturally soft, requires no mashing or blending, requires gentle chewing, no grinding movements, can be broken up with the flat edge of a fork into bite size 1.5cm pieces. No cutting is required. Contains no crispy, stringy foods. No tough skins or loose skins/seeds/pips Compliant: Soft foods, porridge, Ricies, cornflakes, Weetbix, gravy, sauces, white bread crusts removed and spreads Non-Compliant: Raw fruit, raw vegetables, scones, muffins, sliced dry meat or chicken, toast.

MILDTHKFLUID Fluid – mildly thick

Mildly thickened fluids Level 1

Fluids allowed/not allowed as stated in the Australian standardised labels and definitions (endorsed by NZ). Nutrition & Dietetics 2007; 64 (Suppl. 2): S53-S76All fluids thickened to the thickness of level 150 Compliant: Puree soup (not clear), oral supplements, dairy food, sauces, gravy, cream, yoghurt Includes moderately thickened pureed soup . Non-Compliant: Jelly, soup, milk to drink, OJ, ice-cream, flavoured milk

MODTHKFLUID Fluid – moderately thick

Moderately thickened fluids

Fluids allowed/not allowed as stated in the Australian standardised labels and definitions (endorsed by NZ). Nutrition & Dietetics 2007; 64 (Suppl. 2): S53-S76All fluids thickened to the thickness of level


Proposed Diet Code

NSW Therapeutic

Diet Specification


General Description



400 Compliant: Natural yoghurt Includes moderately thickened pureed soup and smooth fruit yoghurt. Non-Compliant: Jelly, soup, milk to drink, OJ, cream, ice-cream, fruit yoghurt, flavoured milk

TPN PN -NBM TPN No meal tray required. For all TPNs who are NBM (NO MENU)

TPNTRAY PN – and food TPN with tray For all TPNs who are eating

Total Parental Nutrition and meal tray required.

VEGAN Vegan No meat, fish, chicken, egg, milk products

Very strict diet for those who do not eat meat, fish, chicken, egg, milk or foods containing meat, fish, chicken, egg, milk. Compliant: This diet consists of foods from plant origin only. Non-Compliant: Gelatine containing products.

VEGETARIAN Vegetarian including milk and eggs Vegetarian including milk but not eggs

There is no code for Vegetarian diets. Can be one or all of the following: NO LAMB NO BEEF NO PORK NO FISH NO CHICKEN NO EGGS NO MEAT, CHICKEN, FISH

Suitable for those who eat eggs and dairy products but avoid meat, fish and poultry. CAN BE ONE OR ALL OF THE FOLLOWING 1. NO LAMB 2. NO BEEF 3. NO PORK 4. NO FISH 5. NO CHICKEN 6. NO EGGS 7. NO MEAT, CHICKEN, FISH Will use a new diet code for ovo-lacto vegetarian’s. Non-Compliant: Animal derived rennet

WHEATF Allergy – wheat Wheat free Non-Compliant: Wheat, or food or fluid containing wheat.


Proposed Diet Code

NSW Therapeutic

Diet Specification


General Description



free Compliant: Buckwheat, wheat-free bread Non-Compliant: Flour, gluten flour, wheaten cornflour, wheatgerm, wheat starch, bran, modified food starch, farina, semolina, macaroni, noodles, burghul wheat and couscous. (May be combined with GLUTFR.)

WOMEN’S/ NWH ? Maternity

For women’s health wards

Large serves of the standard menu. Meals are large and default to an al ternative rather than the usual default given the short stay of these patients. Pregnant women will receive the LORISK diet menu.

Additional Diet Codes that may be required: FODMAP Allergy –

FODMAPS low DIETITIAN REQUEST ONLY

Individualised for each patient EATING DISORDERS – often managed off the standard menu with extras. Each Customer has own protocols and the management of this will be discussed with each Customer concerned at the time of mobilisation. NOTE: Any specialised foods required eg MCT oil, loprofin products, polycose will be supplied from the Nutritional Supplements budget.


Therapeutic Paediatric Diet Codes 2014 Expanded Information for National Diet Codes Reference Document: NSW Agency for Clinical Innovation: Therapeutic Diet Specifications for Paediatric Inpatients, Nov 2012

Diet Code NSW Therapeutic

Spec Diet Code

(closest match)

General Description

SAFFRON Menu Information


0-3 MONTH Breastfed and/or infant formula fed alone

Baby 0-3 months (no menu)

Breast or Formula fed infant requiring no food

4-6 MONTH (First foods)

Infant first foods

Baby 4-6 months (no menu)

First Foods 4-6 months Food is a smooth puree suitable for infant weaning/No added sugar or salt. Compliant:: Baby rice, fruit puree, vegetable puree. Non-Compliant: Egg, honey, milk, peanuts, fish, cow’s milk, wheat, milk puddings, yoghurt, dairy food, ice cream.

7-12 MONTH Infant 7-12 months

Baby 7-12 months 7 – 11 months Food is puree, mashed or minced and age appropriate for introducing variety to the diet. Compliant: Baby rice, bread, smooth porridge, fruit puree, vegetable puree, lamb, beef or chicken puree, jelly, ice-cream, instant pudding, yoghurt, custard, dairy food, Baby meat or chicken puree for Lunch and Dinner Non-Compliant: Honey, chocolate mousse. Non-Compliant: Added sugar or salt. Non-Compliant Jelly or fruit drinks.

CHILD 1-3 1-3 years/ Toddler

1- 3 years Children’s menu plus modified texture minced Lunch and Dinner Non-Compliant: Fruit drink.

CHILD 4-8 Child 4-8 years

4-8 years Children’s menu plus something from adult menu

CHILD 9-13 Child 4-8 years

9-13 years Children’s menu with some adult menu items

CHILD 14-18 Adolescent 14- 14 –18 years Adult menu items, large serves of main & vegetables at Dinner


18 years CFKIDS Cystic fibrosis Cystic Fibrous

children High calorie diet with extras

Menu items may vary. High fat and calorie foods. Large portions. Cooked breakfast. At each meal add 2x salt sachets, 2x butter sachets, 30ml cream, 2x puddings. Cooked breakfast may not always be an option.

DIAB 1-3yrs Diabetic – CHO on grams (pump diet)

Diabetic children 1-3 years

Reduced sugar, carbohydrate controlled diet with in-between snacks. Compliant: Choc chip cookie, jam honey, yogurt, Ice cream- Monday, Wednesday, Friday dinners only. Non-Compliant: Orange juices, flavoured milk, ordinary jelly, sugar sachets Information on carbohydrate content of food items will be made available to patients, carers and clinicians as required for carbohydrate counting.

DIAB 4-8 yrs Diabetic – CHO on grams (pump diet)


Reduced sugar, carbohydrate controlled diet with in-between snacks. Compliant: Choc chip cookie, jam honey, yogurt, Ice cream- Monday, Wednesday, Friday dinners only. Non-Compliant: Orange juices, flavoured milk, ordinary jelly, sugar sachets Information on carbohydrate content of food items will be made available to patients, carers and clinicians as required for carbohydrate counting.

DIAB 9-13 yrs Diabetic – CHO on grams (pump diet)


Reduced sugar, carbohydrate controlled diet with in-between snacks. Compliant: cCoc chip cookie, jam honey, yogurt, Ice cream- Monday, Wednesday, Friday dinners only. Non-Compliant: Orange juices, flavoured milk, ordinary jelly, sugar sachets Information on carbohydrate content of food items will be made available to patients, carers and clinicians as required for carbohydrate counting.

DIAB 14-18yrs Diabetic – CHO on grams (pump diet)


Reduced sugar, carbohydrate controlled diet with in-between snacks. Compliant: Choc chip cookie, jam honey, yogurt, Ice cream- Monday, Wednesday, Friday dinners only. Information on carbohydrate content of food items will be made available to patients, carers and clinicians as required for carbohydrate counting.

KETOG Ketogenic classic & modified MCT Ketogenic

Ketogenic DIETIANS REQUEST ONLY

Individual custom made meal plan for each patient. Dietitian to advise about meal plan. DIETITIAN REQUEST ONLY At each meal add oil, butter, cream, margarine, unsweetened fruit, low calorie jelly, salt and pepper, raw egg at Breakfast.


Modified Atkins

Compliant: Consommé, salad, vegetables and vegetable purees, fruit, roast potatoes, steamed potatoes, milk free mashed potato, rice, noodles, pasta, plain mince/steamed fish/steamed chicken-no skin (small serves only) Non-Compliant: Milk puddings, ice cream, yoghurt, dairy food, whipped jellies, baked puddings, full soups, ordinary jelly, jam, honey, peanut butter, marmite, bread, toast, rolls, sandwiches, all breakfast cereals, fruit juice, milk, milk shakes, mashed potato, gravies, tomato sauce, salad dressing, sauces, fresh fruit

RENALP Sodium – Low Paediatric (No Added Salt) Phosphate – Low Paediatric

Renal children Restricted sodium and phosphate intake. Individual meal plan for each patient DIETITIAN REQUEST ONLY DO NOT use in combination with age restrictions

Other therapeutic diets which may be required: Paediatric metabolic diets eg MSUD – individually prescribed by Paediatric Dietitian and prepared in diet kitchen.

APPENDIX 2D TO SERVICES SCHEDULE 3

MEALS ON WHEELS MENU SPECIFICATIONS

Minimum 3 Week Cycle, could be a 4 Week Cycle

Nutrition Standard: The menu must meet the Ministry of Health Standard Daily requirement of 25g protein, 3MJ, and 200mg calcium per meal.


APPENDIX 3 – BETTER VENDING FOR HEALTH GUIDELINES


APPENDIX 4 – WAITEMATA DISTRICT HEALTH BOARD BEVERAGES GUIDELINES

25648711 v 5 - Services Schedule 4 - Key Performance Indicators.DOCX

SERVICES SCHEDULE 4

KEY PERFORMANCE INDICATORS

1. TIER 1 KPIS

Performance Indicator

What to Measure How to Measure Minimum Performance Standard (per Customer Premises)

HACCP Food Safety Plan

MPI approved HACCP-based food safety plan is current for each Customer Premises.

Annual external audit by MPI approved auditors.

Safe Food and Beverages

The number of proven food poisoning events including those caused by microbial, chemical, allergen reaction or physical/foreign body harm. Note: An "event" includes situations where multiple people are impacted by one food poisoning event –

By exception based on patient orclinician complaints. Complaints will be proven conclusively to be a resultcaused by the Service Provider, through investigation by the Customer and by conducting independent laboratory tests if necessary.





where multiple individuals are impacted by one food poisoning event, this will be treated as a single "event".

2. TIER 2 KPIS



Patient Satisfaction

The percentage of patients surveyed who rate the level of service as unsatisfactory/ poor (or worse).

A standardised approach for allCustomers that will include arepresentative sampling of patientsconducted quarterly. The survey format and methodology(including the sample size, patientsinvolved and acceptance criteria) will be developed by the Contract Manager and the Customers with input from theService Provider during the Mobilisation Period. The Contract Manager and the Customer will take due note andconsideration of Service Provider input so far as practicality, cost to administer and reasonableness of measures areconcerned.





3. TIER 3 KPIS



Meal Tray Accuracy

The percentage of accurate patient meal trays produced by the Service Provider each month.

The percentage of accurate patientmeal trays is calculated through arandom audit of a sample of patient meal trays by the Customer (based on a standardised approach for allCustomers).






A patient meal tray is accurate if allitems on the tray are correct as ordered (including any approved extras andmeal substitutes) and the tray is produced according to any special diet prescriptions. Note: The calculation of patient mealtray accuracy does not include anyrequired substitutions e.g. an alternative meal choice specified by the ServiceProvider to replace an unavailablemenu choice, which has beencommunicated and therefore shows adifference to the meal tray ticket. Note: The sample size for eachCustomer Premises will be mutuallyagreed between the Contract Manager, the Customer and the Service Provider during the Mobilisation Period.

Meal Service Times

The percentage of ‘on-time meal services’ to ‘total meal services’ by the Service Provider each month. Meal services cover both Patient Meals and Meals-on-Wheels.

A patient meal service is on-time ifdelivery commences in the ward within 10 minutes of the agreed service time. For patient meal services wheredelivery to the patient bedside is notrequired, the patient meal service is on-time if the meal service is ready forcollection by Customer staff or third





party providers within 10 minutes of the agreed time. A Meals-on-Wheels service is on-time if the meal service is ready for collection by delivery drivers within 10 minutes of the agreed time. ‘Total meal services’ is calculated as the number of services required by ward/ client for the Customer Premises based on the agreed service specifications(e.g. breakfast, lunch/tea and dinner to 5 wards equates to 15 meal services). This will be r ecorded and reported on an exception basis when raised by the Customer. Note: Each patient meal each day (i.e. breakfast, lunch/tea and dinner) iscounted as a separate meal service.

Customer Satisfaction

The percentage of Customer representatives surveyed who rate the level of service as satisfactory (or better).

Representative sampling of Customerrepresentatives conducted quarterly. The survey format and methodology(including the sample size, Customerrepresentatives involved, acceptance criteria, and whether surveys are to be by Premises or by Customer) will be developed by the Contract Manager and the Customer during the MobilisationPeriod with input from the Service





Provider. The Contract Manager and t heCustomer will take due note andconsideration of Service Provider input so far as practicality, cost to administer and reasonableness of measures are concerned. This recognises the diversity of Customer stakeholder groups andtheir interface with the services from the Service Provider. Good researchmethodology will ensure satisfaction is measured according to relevant areas of service delivery by each stakeholder group. Note: The Contract Manager reserves the right to survey all Customerrepresentatives on an annual basis.

4. TIER 4 KPIS



Menu Substitutions

The number of instances that menu items on the adult or paediatric

An item is substituted if the ServiceProvider is required to provide an






patient meal menu needs to be substituted by the Service Provider each month due to unavailability as a result of inaccurate forecasting or production. Substitution as a result of product non-availability due to circumstances outside the Service Provider’s control is excluded from this measure.

alternative for a meal service due to unavailability. If the same item is substituted on both the adult and pa ediatric menu at the same Customer Premises, it is counted as one instance. If the same item is substituted for two separate meals (e.g. lunch/tea and dinner), it is counted as two instances. This KPI is measured based on monthly reporting from the Service Provider. Note: This KPI is measured by Customer Premises (e.g. if the same item is substituted at two different Customer Premises, this is counted as one menu item per Premises).

Health and Disability Sector Standards

The Service Provider’s compliance with areas of the Ministry of Health’s NZ Health and Disability Service Standards for certification relevant to nutrition and f ood services.

Audit of compliance on an ‘as required’ basis.

Menu Revision Menus are revised and implemented on time.

By exception based on the menurevision schedule. Implementation time will be agr eedbetween the Customer and the Service Provider.

Complaint Register and

The length of time from logging of a complaint by a C ustomer

Monthly compliance report withaccuracy verified by exception.





Issue Resolution representative until the Service Provider has undertaken initial investigation and responded to the complaint.

Invoice Accuracy The accuracy of monthly invoices generated by the Service Provider for each Customer.

By exception based on C ustomerqueries and random audits of monthly invoices initiated by the ContractManager or the Customers


SERVICES SCHEDULE 5: TEMPLATE CUSTOMER SERVICES STATEMENT 1. PART A: OVERVIEW

1.1 Customer: [X] District Health Board 1.2 Capitalised Terms: Capitalised terms not otherwise defined in this Services statement

which are used in this Services statement have the meaning given to those terms in the Food Services Agreement originally entered into between Health Benefits Limited, Compass Group New Zealand Limited, Auckland District Health Board, Counties Manukau District Health Board and Waitemata District Health Board dated [insert date] (FSA).

1.3 Scope of Operational Services: The Service Provider will provide the following Operational Services to the Customer at each of the Customer Premises (as set out at paragraph 1.7 below) as required:

• Patient Meals;

• Meals-on-Wheels;

• Function Catering;

• Supplies to Wards and Departments;

• Cafeteria Services; and

• Vending Machines.

[Delete as appropriate]

as further described, indicated and detailed at Part D below and (for the avoidance of doubt) the other Operational Services described in Services Schedule 3 to the FSA (subject to paragraphs 1.4 and 4.4 below).

1.4 Out of Scope Activities: The following activities are out of scope and responsibility for

these activities will remain with the Customer:

• Clinical dietetic services;

• Waste removal;

• Procurement and management of total parenteral nutrition (TPN)/ intravenous nutritional products;

• Pest control and cleaning of extractor and ventilation systems in the kitchen;

• Cleaning of cafeteria seating areas; and

• Concession arrangements outside of In-Scope Cafeteria services (which relate to

the Customer).

1.5 [Exclusivity: The Service Provider is appointed as the exclusive provider of the Operational Services identified in this Services Statement to the Customer except in respect of the following scenarios: (a) Where there are existing contract commitments for the supply of Food

Products that are included in Supplies to Wards and Departments (whether All-of-Government or otherwise) and these contracts have not yet expired, the provision of Food Products to Wards and Departments by the Service Provider will exclude the supply of those items until the expiry of the relevant contracts (including the expiry of any rights of renewal by any relevant third party providers).

(b) Function Catering services

(c) [List here]

[include if required] 1.6 Services Commencement Date/ Transition Period End Date: The Service

Commencement Date for the Customer is [insert date]. The last day of the Transition Period for the Customer is [insert date].

1.7 Customer Premises:

(a) Operational Services will be provided to the following Premises:

(i) [List here]

(b) The following cafeterias and retail food outlets are the In-Scope Cafeterias for the Customer, and in scope of the FSA and the Cafeteria Services for this Customer:

(i) [List here]

1.8 Contract Management Contacts and Details:

(a) Operational Level:

Customer Service Provider

Contract Manager

Role Operations Manager

Food Services Manager/ Operations Manager

Commercial Manager

Contact Person Title Address Telephone Number E-mail Address

(b) Management Level:

Customer Service Provider

Contract Manager

Role Chief Operating Officer

Chief Operating Officer/ General Manager/ National Development & Innovation Manager

Manager Commercial & Performance


(c) Chief Executive Level:

Customer Service

Provider Contract Manager

Role Chief Executive Officer

Managing Director/ Chief Operating Officer

Chief Executive Officer


1.9 Service Provider Personnel: The following Service Provider Personnel (at manager

level or higher at a Customer Premises) have been approved by the Contract Manager:

(a) [List here] 1.10 Performance Management Framework: The following variations to the KPIs have

been agreed between the Service Provider and the Customer:

Variations to KPIs Safe Food and Beverages HACCP Food Safety Plan Patient Satisfaction Meal Tray Accuracy Meal Service Times Customer Satisfaction Health and Disability Sector Standards

Menu Revision Complaint Register and Issue Resolution

Menu Substitutions Invoice Accuracy

1.11 Customer Specific Service Delivery Requirements:

(a) [List here]; and

(b) as set out at Part D below. 1.12 Business Case Costs: The Customer has elected for the Service Provider to pay the

Customer's proportion of Business Case Costs (as set out in General Schedule 1 of the FSA), being $[insert], to Health Benefits Limited on be half of the Customer. The Customer will pay the amount paid to Health Benefits Limited plus interest to the Service Provider over a period of [x] years for the Customer's Services Commencement Date in accordance with the terms of clause 6.2(c) of the FSA and the schedule of payments (taking into account principal and interest) set out at schedule 5 o f this Services Statement.

1.13 Sector Implementation Costs: The Customer has elected for the Service Provider to

pay the Customer's Sector Implementation Costs, being $[insert] (as agreed between Health Benefits Limited and the Customer), to Health Benefits Limited on behalf of the Customer according to the Customer’s Sector Implementation Costs Schedule. The Customer will pay the Sector Implementation Costs to the Service Provider over a period of [x] years from [insert timing for start of term calculation] in accordance with terms of clause 6.2(c) of the FSA and the schedule of payments (taking into account principal and interest) set out at schedule 5 of this Services Statement

1.14 Reporting Requirements: The Service Provider must report to the Customer and the

Contract Manager in accordance with the following requirements:

(a) [Insert requirements] 1.15 [Relationship: The Customer and the Service Provider acknowledge that the Service

Provider's relationship to the Customer is that of an independent contractor, except for the following specific exclusions:

(a) [List here]]


2. PART B: MOBILISATION PERIOD

2.1 Mobilisation Plan: The Service Provider will provide Mobilisation Services in accordance with the plan attached at Schedule 2.

2.2 Purchase of Assets:

(a) Assets List: The Service Provider will purchase the following assets from the Customer:

Asset No. Asset Name Valuation Method Purchase Price [List here] [Book Value/

Independent Valuation]

2.3 Transfer of Employees: The following employees will transfer from the Customer to

the Service Provider:

Employee No.

Employee Name

Employee Job Title

FTE Annual Leave Accrued

Alt. Leave

Accrued

Long Service Leave

Accrued

Sick Leave

Balance

[List here] 2.4 Customer Specific Service Requirements:

(a) [List here]


3. PART C: TRANSITION PERIOD

3.1 Transition Plan: The Service Provider will provide Transition Services in accordance with the plan attached at Schedule 3.

3.2 Pricing During Transition:

(a) The price charged for Existing Food Services provided by the Service Provider during the Transition Period will be [calculated on a Cost Recovery Basis/ the charges that apply to the Existing Food Services immediately prior to the Transition Period/ the charges that are applicable to the Operational Services that replace such Existing Services (delete as appropriate)]

(b) [The Customer will be charged a fixed cost of $[X] per month for Transition

Services/ No charges will apply in respect of the provision of Transition Services to the Customer (delete as appropriate)]

3.3 Customer Specific Service Requirements:

(a) [List here]

4. PART D: OPERATIONAL SERVICES

4.1 Patient Meals: (a) The Service Provider will provide Patient Meal services in accordance with the table attached in Schedule 6.

(b) A ‘procurement only’ service will be provided to the following Premises:

Premises Type of Meal Components Provided Delivery Times [Cook Fresh/ Cook Chill/ Cook Freeze]

At these Premises, the Service Provider will deliver meal components to the dock at the specified delivery times. The Customer will retain responsibility for all other aspects of meal service.

(c) The Service Provider will implement the Saffron menu management system at the following Premises:

(i) [List here]

(d) [List other Customer specific service delivery requirements relating to Patient Meals, for example:

(i) The Service Provider will be responsible for providing a Supper Beverage Round at [X Hospital].

(e) In addition to the Approved Extras listed at Appendix 3 of Services Schedule 3 of the FSA, , the Service Provider will be required to

provide the following Approved Extras at the request of dietitians or clinicians.]

(i) [List here]

(f) From the end of the Transition Period, the following per unit price will apply in respect of each Premises and each type of meal (the Day 1 Unit Prices for Patient Meals):

Customer Premises

Unit Meal Price $ (incl. Price Attributable to Each Price Component) Breakfast Lunch Dinner

Food

Labo

ur

Oth

er

Dep

reci

atio

n

Tota

l Uni

t C

ost (

per

mea

l)

Food

Labo

ur

Oth

er

Dep

reci

atio

n

Tota

l Uni

t C

ost (

per

mea

l)

Food

Labo

ur

Oth

er

Dep

reci

atio

n

Tota

l Uni

t C

ost (

per

mea

l)

[List here] [Day 1 Prices]

4.2 Meals-on-Wheels:

(a) The Service Provider will deliver Meals-on-Wheels Units to the following de-centralised distribution points:

(i) [List here]

(b) The Customer will deliver Meals-on-Wheels Units to the following de-centralised distribution points:

(i) [List here]

(c) The Service Provider will be responsible for managing the distribution of Meals on Wheels Units through volunteer networks to client homes as nominated by the Customer from time to time.

(d) The Service Provider will receive referrals for Meals-on-Wheels from the Customer and the following Customer nominated

agencies:

(i) [List here]

(e) [List other Customer specific service delivery requirements relating to Meals-on-Wheels]

(f) From the end of the Transition Period, the following per unit price will apply in respect of Meals-on-Wheels Units originating from each of the following Premises (the Day 1 Unit Prices for Meals-on-Wheels):

Premises Price Attributable to Each Price Component ($) Total Unit Cost $

(per meal) Food Labour Other Depreciation [List here] [Complete $] [Complete Day 1 Prices]

(g) The Customer has determined that Meals on Wheels clients will be charged a co-payment amount of [$X.XX] per Meals on Wheels

Unit. The Service Provider is responsible for collecting the co-payment directly from Meals on Wheels clients and is only permitted to invoice the Customer for the difference between the Unit Price that applies in respect of a Meals-on-Wheels Unit in [clause 4.2 (f)] above and the co-payment that is to be collected from the client. It is acknowledged that the Service Provider has incorporated the cost of bad debt into the Unit Prices and the Service Provider is not permitted to charge the Customer for any unpaid client co-payments.

(h) The Customer may adjust the client co-payment amount at any time in its sole discretion by giving the Service Provider twenty (20)

days’ notice in writing. The Service Provider is not permitted to adjust the client co-payment amount without prior approval from the Customer.

4.3 Cafeteria Services:

(a) The Service Provider will provide the following Cafeteria services:

Premises Cafeteria Opening Hours Public/ Visitor Access Basis for Retail Pricing % Revenue Returned to Customer

[List here] [‘Controlled Price’ Basis/ ‘Non-Controlled Price’ Basis]

[X%]

(b) [List other Customer specific service requirements relating to Cafeteria Services, for example:

(i) The Service Provider will be responsible for fit-out of [X Cafeteria] to design plans approved by the Customer]


4.4 Vending Machines:

(a) The Customer has elected for the Service Provider [to provide/ not to provide] Vending Machine services.

(b) The Customer has agreed for Vending Machines to be placed in the following locations:

Premises Vending Machine Location Products Sold [List Here]

(c) The Service Provider will pay to the Customer [X%] of the amount of commission it receives in relation to the above Vending

Machines to the Customer. 4.5 Treatment of Infrastructural Assets:

(a) The Customer and the Service Provider will be responsible for maintenance, repairs and replacement of infrastructural assets according to the following schedule:

Premises Asset Number Asset Name Location Party Responsible for Repairs,

Maintenance and Replacement Kitchen ceiling, walls and floor Customer Utility services to kitchen Customer Wa k-in Chiller 1 Customer Wa k in Chiller 2 Service Provider [List here] [Customer/ Service Provider]

(b) All other assets that are owned by the Service Provider and used in the provision of Operational Services are considered non-

infrastructural. The Service Provider is responsible for maintenance, repairs and replacement of all of these non-infrastructural assets.

Confirmed and agreed. SIGNED on behalf of [X] DISTRICT HEALTH BOARD as Customer by:

Signature of authorised signatory Name of authorised signatory

SIGNED on behalf of COMPASS GROUP NEW ZEALAND LIMITED as Service Provider by:

Signature of authorised signatory Name of authorised signatory

SCHEDULE 1 – CUSTOMER POLICIES

The Service Provider must comply with the following Customer Policies when providing Operational Services: [Attach here]

SCHEDULE 2 – MOBILISATION PLAN

SCHEDULE 3 – TRANSITION PLAN

SCHEDULE 4 – CUSTOMER PROPOSED UNIT PRICES

Patient Meals:

(a) The table below sets out the Proposed Unit Price (and breakdown per Unit) for Patient Meals at each of the Customer’s Premises.

Customer Premises

Unit Meal Price $ (incl. Price Attributable to Each Price Component) Breakfast Lunch Dinner

Food

Labo

ur

Oth

er

Dep

reci

atio

n

Tota

l Uni

t C

ost (

per

mea

l)

Food

Labo

ur

Oth

er

Dep

reci

atio

n

Tota

l Uni

t C

ost (

per

mea

l)

Food

Labo

ur

Oth

er

Dep

reci

atio

n

Tota

l Uni

t C

ost (

per

mea

l)

Meals on Wheels:

(b) The table below sets out the Proposed Unit Price (and breakdown per Unit) for Meals on Wheels at each of the Customer’s Premises.

Premises Price Attributable to Each Price Component ($) Total Unit Cost $

(per meal) Food Labour Other Depreciation

SCHEDULE 5 – PAYMENTS FOR BUSINESS CASE COSTS AND SECTOR IMPLEMENTATION COSTS

SCHEDULE 6 – SERVICE RESPONSIBILITIES BY WARD

Ward Number/ Area Name Location Preparation Method Type of Service

Meal Ordering Method

Party Responsible/ Service Times

Breakfast Morning Tea Lunch Afternoon Tea Dinner

Serv

ice

Tim

e

Taki

ng O

rder

s

Mea

l Del

iver

y to

W

ards

Mea

l Del

iver

y to

Pa

tient

s

Bev

erag

e Se

rvic

e

Col

lect

ion

of M

eal

Tray

s

Serv

ice

Tim

e

Bev

erag

e Se

rvic

e

Serv

ice

Tim

e

Taki

ng O

rder

s

Mea

l Del

iver

y to

W

ards

Mea

l Del

iver

y to

Pa

tient

s

Bev

erag

e Se

rvic

e

Col

lect

ion

of M

eal

Tray

s

Serv

ice

Tim

e

Bev

erag

e Se

rvic

e

Serv

ice

Tim

e

Taki

ng O

rder

s

Mea

l Del

iver

y to

W

ards

Mea

l Del

iver

y to

Pa

tient

s

Bev

erag

e Se

rvic

e

Col

lect

ion

of M

eal

Tray

s

[List here]

[List here] [Bulk/ Plated] [Spoken/

Paper] [C/ SP]

Key: C = Customer; SP = Service Provider, Blank = Not Applicable

25649244 v 9 - Services Schedule 6 - Services Fees (Pricing).DOCX

SERVICES SCHEDULE 6

SERVICE FEES (PRICING)


Services Schedule 6 – Service Fees (Pricing)




APPENDIX 1

CALCULATION OF DAY 1 UNIT PRICES

1.

2.

Table

DHB DHB Premises

Northland DHB

Bay of Islands Hospital Dargaville Hospital Kaitaia Hospital Whangarei Hospital

Waitemata DHB

CADs North Shore Hospital Mason Clinic Waitakere Hospital Wilson Centre

Auckland DHB Auckland City Hospital





DHB DHB Premises

Buchanan Rehabilitation Centre Greenlane Clinical Centre Rehab Plus (Carrington)

Counties Manukau DHB

Auckland Spinal Rehabilitation/ Tamaki Oranga Botany Downs Maternity Unit Franklin Memorial Hospital Manukau Surgery Centre Middlemore Hospital Papakura Maternity Unit Pukekohe Hospital

Waikato DHB

Mataraki Hospital Rhoda Read Hospital Taumarunui Hospital Te Kuiti Hospital Thames Hospital Tokoroa Hospital Waikato Hospital

Bay of Plenty DHB

Opotiki Community Care Centre Tauranga Hospital Whakatane Hospital

Taranaki DHB Harewa Hospital Taranaki Base Hospital

Lakes DHB Rotorua Hospital Taupo Hospital

Tairawhiti DHB Gisborne Hospital

Whanganui DHB Whanganui Hospital

MidCentral DHB

Horowhenua Hospital Palmerston North Hospital

Hawke's Bay DHB

Central Hawke's Bay Health Centre (Waipukurau) Chatham Islands Community Hospital Hawke's Bay Regional Hospital Wairoa Hospital & Health Centre Springhill Treatment Centre Napier Health Centre

Capital and Kenepuru Community




DHB DHB Premises

Coast DHB Hospital Wellington Hospital

Hutt Valley DHB Hutt Hospital

Wairarapa DHB Masterton Hospital

Nelson Marlborough DHB

Alexandra Hospital Murchison Hospital Nelson Hospital Wairau Hospital

West Coast DHB

Buller Health Greymouth Base Hospital Reefton Hospital

Canterbury DHB

Ashburton Hospital (incl. Turangi Home) Burwood Hospital Christchurch Hospital Darfield Hospital Ellsemere Hospital Hillmorton Hospital Lincoln Hospital Oxford Hospital Kaikoura Hospital Princess Margaret Hospital Rangiora Hospital Waikari Hospital

South Canterbury DHB

Talbot Park Hospital

Timaru Hospital

Southern DHB

Dunedin Hospital Lakes District Hospital Southland Hospital Wakari Hospital

3.





4.

5.

6.



APPENDIX 2

UNIT PRICE ADJUSTMENTS – CHANGE IN ANNUAL VOLUMES



APPENDIX 3

PERCENTAGE INDEXATION PRICE ADJUSTMENT

1.

2.

3.




4.



APPENDIX 4

VOLUME ADJUSTMENT – PARTICIPATION LEVELS

1.

2.

DHB

Northland DHB Waitemata DHB Auckland DHB Counties Manukau DHB Waikato DHB Bay of Plenty DHB Taranaki DHB Lakes DHB Tairawhiti DHB Whanganui DHB MidCentral DHB Hawke's Bay DHB Capital and Coast DHB Hutt Valley DHB Wairarapa DHB Nelson Marlborough DHB West Coast DHB Canterbury DHB South Canterbury DHB Southern DHB





APPENDIX 5

DRAFT SERVICES STATEMENTS



A. AUCKLAND DHB



B. COUNTIES MANUKAU DHB



C. WAITEMATA DHB

25648713 v 5 - General Schedule 1 - DHBs (Customers).DOCX

GENERAL SCHEDULE 1 – DHBs (CUSTOMERS), PERCENTAGE SHARE OF BUSINESS CASE COSTS, AND ASSET PURCHASE PRICE CALCULATION

The tables in Parts A and B below set out the Business Case Costs payable by each Customer on entry into this Agreement. To determine the Business Case Costs payable by each Customer, the total cost of expected to be incurred by the Contract Manager with respect to overseeing the establishment of and concluding this Agreement has been allocated to the Sector based on each Customer’s proportionate share of FY14/15 PBF funding (net of IDF inflow and outflow). PART A – CUSTOMERS ON EXECUTION OF THIS AGREEMENT District Health Board

Percentage of Business Case Costs

Business Case Costs ($)

Auckland District Health Board Counties Manukau District Health Board Waitemata District Health Board PART B – CUSTOMERS WHO MAY BECOME PARTY TO THIS AGREEMENT UNDER CLAUSE 3 District Health Board



Bay of Plenty District Health Board Canterbury District Health Board Capital & Coast District HealthBoard Hawke's Bay District Health Board Hutt Valley District Health Board Lakes District Health Board MidCentral District Health Board Nelson-Marlborough District HealthBoard Northland District Health Board Southern District Health Board South Canterbury District HealthBoard Tairawhiti District Health Board

withheld under s9(2)(b)



General Schedule 1 – DHBs (Customers)


District Health Board



Taranaki District Health Board Waikato District Health Board Wairarapa District Health Board West Coast District Health Board Whanganui District Health Board


General Schedule 1 – DHBs (Customers)


ASSET PURCHASE PRICE CALCULATION PART C – CUSTOMER ASSET PURCHASE PRICE


GENERAL SCHEDULE 2 – FORM OF PERFORMANCE GUARANTEE

LIMITED GUARANTEE AND INDEMNITY (SERVICES AGREEMENT) by

in favour of the CONTRACT MANAGER and each CUSTOMER

Barristers & Solicitors

Auckland, Wellington & Christchurch New Zealand

www.simpsongrierson.com


1.2 References to Terms:

an agreement includes an a greement, contract, deed, licence, franchise, undertaking or other document (whether or not in writing);

assets of any person includes the whole or any part of its undertaking, property, assets, rights and revenues including capital;

business day means a day (other than a Saturday or Sunday) on which registered banks are open for normal banking business in Auckland and Wellington;

financial statements includes statements of financial position, financial performance, movements in equity and cashflows, and the notes relating thereto;

a guarantee also includes:

(a) an obligation of a person to pay, purchase, provide funds (whether by the

advance of money, the purchase or subscription of shares or other securities, the purchase of assets or services, or otherwise) or provide a security for the payment or performance of, or to indemnify against the consequences to be r esponsible for, indebtedness or obligations of another person; and

(b) an obligation of a person to redeem or purchase shares of another person

incurred in connection with the purchase of those shares by another person or the granting of any security in relation to those shares;

indebtedness includes any obligation (whether present or future, actual or contingent, secured or unsecured, joint or several, as principal or surety or otherwise) for the payment or repayment of money;

something having a material adverse effect on a person is a reference to it having a material adverse effect:

(i) on that person's financial condition or business; or

(ii) on that person's ability to perform and comply with its obligations under

any Relevant Document;

person includes an individual, firm, body corporate or association of persons (whether corporate or not), trust, joint venture and any governmental agency, in each case whether or not having separate legal personality;

a security includes:

(i) any present or future mortgage, charge, lien, encumbrance, pledge, lease,

hypothecation, sale and repurchase, sale and lease back, deferred purchase, title retention arrangement, guarantee and indemnity, and any other arrangement of any nature with the practical effect of securing a creditor; and

(ii) any present or future interest in Personal Property that is a Security

Interest;

tax includes any present or future tax, levy, impost, duty, rate, charge, fee, deduction or withholding whatever called and of whatever nature, regardless of where or by whom assessed, collected, levied, imposed or withheld together with

any interest, penalties, fines, charges, costs and expenses and other amounts imposed or made on, or in respect of, any of the foregoing, and taxation will be construed accordingly.

1.3 General:

(a) words denoting any gender include all genders;

(b) references to any legislation or to any provision of any legislation will be

deemed to be references to that legislation or provision as from time to time amended, re-enacted, consolidated or substituted and, unless the context otherwise requires, will also include any laws issued under any such legislation or provision;

(c) references to any document (however described) will include references to

that document as modified, varied, novated, supplemented or replaced from time to time;

(d) references to any party to any document include its successors and

permitted transferees or assignees;

(e) headings are for convenience only and will not affect interpretation; and

(f) any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done.

2. GUARANTEE

The Guarantor (and if more than one, jointly and severally) unconditionally and irrevocably guarantees to each Beneficiary:

2.1 the due and punctual payment by the Debtor to the relevant Beneficiaries of the Guaranteed Money; and

2.2 the due performance and observance by the Debtor of all the Guaranteed

Obligations.

3. PAYMENT UPON DEMAND

Whenever any default has been made by the Debtor in payment of all or any of the Guaranteed Money and/or in performance of all or any of the Guaranteed Obligations the Guarantor will upon demand pay such money to the Beneficiaries or perform such obligations for the Beneficiaries. Such payment obligation will exist notwithstanding that at the time of such demand the Beneficiaries may not have made demand upon or commenced proceedings against or realised any securities or otherwise taken steps against the Debtor or any other person or any other guarantor of the Debtor to recover all or any of the Guaranteed Money or to enforce all or any of the Guaranteed Obligations.

4. GUARANTEE IRREVOCABLE

This guarantee is a continuing guarantee, notwithstanding intermediate payments, settlement of accounts or any other matter or thing whatsoever. A ccordingly, this guarantee shall be irrevocable and shall remain in full force and effect until the whole of the Guaranteed Money and all of the Guaranteed Obligations have been paid or satisfied or performed and the Beneficiaries have executed an unconditional discharge in favour of the Guarantor.

5. PRINCIPAL DEBTOR

Although as between the Debtor and the Guarantor the liability of the Guarantor to the Beneficiaries may be that of surety only, nevertheless as between the Guarantor and the Beneficiaries the liability of the Guarantor shall be deemed to be the liability of a principal debtor. Accordingly, such liability shall not be affected or diminished, nor shall any security collateral to this deed be released or discharged, by any of the preceding matters or by any other act, indulgence or omission which but for this clause would have operated to release the Guarantor wholly or partly from the Guarantor's liabilities to the Beneficiaries.

6. INDEMNITY

If any of the Guaranteed Money may not be recoverable by the Beneficiaries from the Debtor or the Guarantor or any of the Guaranteed Obligations may not be enforceable by the Beneficiaries against the Debtor or the Guarantor whether by reason of:

6.1 any legal limitation, disability or incapacity of or affecting the Debtor or the Guarantor or any other person;

6.2 the Debtor or the Guarantor or any other person ceasing to be legally liable to pay

any of such money or perform any of such obligations by reason of any provisions or enactment relating to insolvency, liquidation or otherwise;

6.3 any enactment, regulation, judgment or order of any Court postponing or reducing

or otherwise affecting payment of any principal, interest or other money; or

6.4 any other fact, circumstance or law whatsoever; and whether or not any transaction relating to such money or obligations has been void ab initio or has subsequently been avoided or any of the relevant matters or facts has been or ought to have been within the knowledge of the Beneficiaries, then all such money shall nevertheless be recoverable from and all such obligations shall be enforceable against the Guarantor as a principal debtor. The Guarantor as a separate and additional liability under this deed indemnifies each Beneficiary in respect of such money and obligations and agrees with the Beneficiaries to pay to the Beneficiaries upon demand a sum equal to the amount of such money and/or to perform for the Beneficiaries such obligations upon demand.

7. INTEREST

The Guarantor will pay to the Beneficiaries on demand interest on all amounts payable by the Guarantor from the due date to the date of actual receipt by the Beneficiaries. Such interest will accrue and be calculated on a daily basis (after as well as before judgment) at the rate aggregate of the cost to the Beneficiaries of funding the overdue amount plus 3% per annum.

8. LIABILITY NOT TO BE AFFECTED

The liability of the Guarantor under this deed shall not be abrogated, prejudiced or affected by any of the following:

8.1 the granting of time, credit or any indulgence or other concession to the Debtor or the Guarantor or to any other person by the Beneficiaries;

8.2 any compounding, compromise, release, abandonment, waiver, variation,

relinquishment or renewal of any agreements, securities, documents of title, assets, or of the rights of the Beneficiaries against the Debtor or the Guarantor or any other person;

8.3 anything done or omitted or neglected to be done by the Beneficiaries in exercise of

the authorities, powers and discretions vested in the Beneficiaries by this deed;

8.4 any security or law or any other dealing, matter or thing which but for this provision might operate to abrogate, prejudice or affect the guarantee (it being the intention of the parties that the guarantee and obligations of the Guarantor shall be absolute and unconditional in any and all circumstances);

8.5 the liability of any other guarantor of the Debtor or any other person ceasing from

any cause whatsoever (including release or discharge by the Beneficiaries);

8.6 the liquidation or bankruptcy of the Debtor or any other guarantor of the Debtor or any other person;

8.7 failure of the Debtor or the Guarantor or any other guarantor of the Debtor or any

other person to provide any security which has been stipulated by the Beneficiaries;

8.8 any variation of this deed and/or any other guarantee and/or indemnity given in relation to any of the Guaranteed Money and/or any of the Guaranteed Obligations; or

8.9 any other matter or thing whatsoever which but for this clause 8 would abrogate or

otherwise prejudicially affect the Guarantee.

9. DISCHARGE OF GUARANTEE

If, in the reasonable opinion of the Beneficiaries:

9.1 the Debtor has paid all of the Guaranteed Money and performed and complied with all of the Guaranteed Obligations;

9.2 the Beneficiaries are under no obligation to make available any further credit,

advance or facility in respect of any Guaranteed Money;

9.3 the Guarantor has discharged all of the Guarantor's obligations under this deed; and

9.4 there is no possibility that any Guaranteed Money received or recovered by the

Beneficiaries from the Guarantor or any other person will or may have to be refunded or repaid under any applicable law,

the Beneficiaries will, at the request and cost of the Guarantor, execute a discharge of the Guarantor under this deed, provided that such discharge and any composition or arrangement which the Guarantor may effect with the Beneficiaries will be deemed to be made subject to the condition that it will be void if any payment or security which the Beneficiaries may previously have received or may later receive from the Guarantor or any other person in respect of the Guaranteed Money or the Guaranteed Obligations is set aside under applicable law or proves to have been, for any reason, invalid. In these circumstances:

9.5 the payment or security will be deemed not to have discharged or affected the obligation of the Guarantor in respect of which that payment or security was made, given or received; and

9.6 the Beneficiaries and the Guarantor will be deemed to be restored to the position in which each would have been, and each will be entitled to exercise all rights which each would have had, if that payment or security had not been made or given.

10. PAYMENTS

10.1 Manner of Payment: The Guarantor must pay all money payable by it under this deed:

(a) free of any restriction or condition;

(b) free and clear of and (except to the extent required by law) without any

deduction or withholding for or on account of tax or otherwise, whether by way of set-off, counterclaim or otherwise; and

(c) in immediately available, freely transferable funds to the account and in

the manner the Beneficiaries notifies the Guarantor from time to time.

10.2 Payment in Gross

(a) Payments Received in Gross: All money from time to time received by the Beneficiaries in reduction of the Debtor's indebtedness from or on account of the Debtor or the Guarantor or any other guarantor of the Debtor or any other person (including any dividends upon the liquidation or insolvency of the Debtor or the Guarantor or any other guarantor of the Debtor or any other person) or from the realisation of any security and capable of being applied by the Beneficiaries in reduction of the Debtor's indebtedness in relation to the Guaranteed Money shall be regarded as a payment in gross.

(b) Guarantor's Rights Restricted: Accordingly, the Guarantor shall not

have any right to stand in the place of the Beneficiaries in respect of or to claim the benefit of any money so received as against the Debtor or the Guarantor or any other guarantor of the Debtor or any other person until the whole of the Guaranteed Money and/or all or any of the Guaranteed Obligations have been paid, performed or satisfied.

(c) Beneficiaries'’ Right to Claim: The intention is that in the event of the

Guarantor or any other guarantor of the Debtor or any other person becoming insolvent or going into liquidation, the Beneficiary shall be entitled to prove or claim for the total indebtedness of the Debtor in relation to the Guaranteed Money.

11. GROSS UP

11.1 Deduction or Withholding: If:

(a) the Guarantor is required by law to make any deduction or withholding from any amount paid or payable by it to the Beneficiaries under this deed; or

(b) the Beneficiaries are required by law to make any deduction, withholding,

or payment on, or calculated by reference to, any amount received or receivable by it under this deed for or on ac count of tax (except on account of tax on overall net income of the Beneficiaries) or otherwise,

then the amount payable by the Guarantor in respect of which such deduction, withholding or payment is required to be made will be increased to the extent necessary to ensure that, after the making of such deduction, withholding or payment, the Beneficiaries receive and retain (free from any liability in respect of any such deduction, withholding or payment) a n et amount equal to the amount which it would have received and so retained had no such deduction, withholding or payment been required to be made.

11.2 Guarantor's Obligations: The Guarantor will:

(a) notify the Beneficiaries immediately it is required to make any deduction or

withholding;

(b) ensure that such deduction or withholding does not exceed the legal minimum; and

(c) pay the amount required to be deducted or withheld to the applicable

taxation or other authority before the date on which penalties attach.

11.3 Delivery of Receipt: The Guarantor will deliver to the Beneficiaries promptly, on receipt, a copy of the receipt issued by the applicable taxation or other authority or other evidence satisfactory to the Beneficiaries evidencing that such deduction or withholding has been made.

12. GUARANTOR NOT TO COMPETE

12.1 Guarantor Not to Claim in Liquidation: In the event of the liquidation or bankruptcy of the Debtor or any other guarantor of the Debtor or any other person, the Guarantor will not (unless the Beneficiaries shall in their sole discretion agree to waive its rights in such respect) prove or claim in such liquidation or bankruptcy in competition with the Beneficiaries.

12.2 Beneficiaries Authorised to Prove: Until the Beneficiaries shall have received

one hundred cents in the dollar in respect of the indebtedness of the Debtor in relation to the Guaranteed Money, the Guarantor authorises the Beneficiaries to:

(a) prove or claim for all money which the Guarantor has paid or are

otherwise owing to the Guarantor and have not been repaid by the Debtor or any other guarantor of the Debtor or any other person; and

(b) retain and to carry to a suspense account and appropriate at the discretion

of the Beneficiaries any amount received.

12.3 Guarantor's Waiver of Rights: So far as is necessary to give effect to anything contained or implied in this guarantee and to ensure that the whole of the Guaranteed Money and Guaranteed Obligations are paid or satisfied or performed in full, the Guarantor waives in favour of the Beneficiaries all rights whatever against the Beneficiaries, the Debtor, any other guarantor of the Debtor or any other person or their or its estate and assets. Such waiver extends to and includes rights of subrogation, contribution and marshalling.

13. COSTS

The Guarantor shall pay upon demand to the Beneficiaries all costs (including reasonable solicitor and own client fees) and disbursements (including duty and tax) sustained or incurred by the Beneficiaries in relation to enforcement (or attempted enforcement) and discharge of this deed.

14. NOTICES

14.1 Demand: Any notice, request, demand, consent or other communication (in this clause together called a communication) to be made or given to the Guarantor (addressee) under this deed shall (without prejudice to any lawful mode of service:

(a) Mode: be given or made in writing by facsimile or letter and signed by the

party giving the communication or any officer, director, manager or solicitor of that party or by any other person authorised by that party;

(b) Address: be given or made to an addressee at the address, or to the

facsimile number and marked for the attention of the person (if any), from time to time designated by the addressee or otherwise at the registered office or the last known address or place of business in New Zealand of the addressee; and

(c) Receipt: shall not be effective until received by such addressee and a

communication shall be deemed to be received by such addressee:

(i) Personal Delivery: if given or made personally, when left at the address of the addressee;

(ii) Letter: if given or made by letter, three business days (in the

place of intended receipt) after being put in the post, postage pre-paid, and addressed to the addressee at that address; or

(iii) Facsimile: if given or made by facsimile, upon production of a

transmission report by the facsimile machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the addressee;

provided that a communication received or deemed received after 4.00 pm on a working day or on a day which is not a working day, shall be deemed not to have been received until 9.00 am on the next working day.

14.2 Initial Address and Numbers: The initial facsimile number, address and person (if

any) so designated by the Guarantor set out below:

[ ] [ ] Facsimile Number: Attention:

14.3 Authenticity of Notices: The Beneficiaries shall be entitled to rely on, without the

need to carry out any investigation or make further inquiry, any communication which purports to have been given by the Guarantor pursuant to this section and shall not be liable to the Guarantor in any way should any such communication subsequently be proved not to have been authorised by the Guarantor or to have been made, given or signed by someone other than the Guarantor or an officer, director, manager or solicitor of, or person authorised by, the Guarantor.

15. PROCESS AGENT

15.1 The Guarantor irrevocably appoints the Debtor as its agent for the service of process in respect of any proceedings in New Zealand. The address of the Debtor for this purpose is:

[ ] [ ] Facsimile Number: Attention:

16. GENERAL

16.1 Certificate: The certificate of the Beneficiaries as to any amount or fact which might reasonably be ex pected to be w ithin the Beneficiaries’ knowledge will be prima facie evidence of such matter or fact.

16.2 Partial Invalidity: The illegality, invalidity or unenforceability of any provision of

this deed under any law will not affect the enforceability of that provision under any other law or the legality, validity or enforceability of any other provision.

16.3 No Delay: No delay by the Beneficiaries in exercising all or any of its rights,

remedies and powers will operate as a waiver of any such rights, remedies or powers.

16.4 Amendment: This deed may only be amended in writing signed by the Guarantor

and the Beneficiaries.

16.5 Waiver: Any consent, waiver or acknowledgment by the Beneficiaries under this deed must be in writing.

16.6 Delivery: For the purposes of section 9 of the Property Law Act 2007, and without

limiting any other mode of delivery, this deed will be delivered by the Guarantor, immediately on the earlier of:

(a) physical delivery of an original of this deed (or a c ounterpart of it),

executed by the Guarantor, into the custody of the Contract Manager or the Contract Manager's solicitors; and

(b) transmission by the Guarantor or its solicitors (or any other person

authorised in writing by the Guarantor) of a facsimile, photocopied or scanned copy of an original of this deed (or a counterpart of it), executed by the Guarantor, to the Contract Manager or the Contract Manager's solicitors.

16.7 Governing Law: This deed is governed by and is to be interpreted in accordance

with the laws of New Zealand and the Guarantor submits to the non-exclusive jurisdiction of the New Zealand Courts.

17. CONTRACT MANAGER TO ACT ON BEHALF OF THE BENEFICIARIES

17.1 The Guarantor acknowledges that, pursuant to the Services Agreement, the Contract Manager has a certain role and responsibilities which may include giving any notice and taking any action required of, or by, the Beneficiaries under this deed. Accordingly, without limitation the Contract Manager may:

(a) receive any payment on behalf of any Beneficiary and t he Contract Manager's receipt for any payment shall be good discharge on behalf of the relevant Beneficiary;

(b) demand or bring any proceedings on behalf of any Beneficiary; or

(c) if properly appointed as any Beneficiary's agent for this purpose execute

on behalf of any Beneficiary a release of the Guarantor from the obligations owed to any Beneficiary under this deed.

EXECUTED AND DELIVERED AS A DEED SIGNED on behalf of COMPASS GROUP HEALTHCARE HOSPITALITY SERVICES PTY LIMITED (ACN 114 320 615, ABN 79 114 320 615) by its authorised attorney:

Signature of attorney

Witness:* Signature of witness

Name of attorney

Full name of witness

By executing this deed the attorney states that the attorney has received no notice of revocation of the power of attorney

Occupation of witness

Address of witness

*The witness must not be party to this deed

GENERAL SCHEDULE 3 – FORM OF MOBILISATION AND TRANSITION BOND

PERFORMANCE GUARANTEE ("the Guarantee") At the request of COMPASS GROUP NEW ZEALAND LIMITED ("the Contractor") and in consideration of HEALTH BENEFITS LIMITED ("the Principal") accepting this Guarantee as the security required by a certain contract entered into between the Principal and the Contractor as described in the Food Services Agreement between Health Benefits Limited, Auckland District Health Board, Counties Manukau District Health Board, Waitemata District Health Board and Compass Group New Zealand Limited dated [insert], WESTPAC NEW ZEALAND LIMITED (Company No. 1763882) incorporated in New Zealand and having its principal place of business in New Zealand at Westpac on Takutai Square, 16 Takutai Square, Auckland ("Westpac NZ") unconditionally undertakes to pay on demand any sum or sums which may from time to time be demanded by the Principal to a maximum aggregate sum of

(the "guaranteed amount"). The Guarantee is to continue until:

(i) notification has been received from the Principal that the guaranteed amount is no longer required by the Principal; or

(ii) the Guarantee is returned to Westpac NZ; or

(iii) payment has been made to the Principal by Westpac NZ of the whole of the guaranteed amount or such part

as the Principal may require. Should Westpac NZ be notified in writing, purporting to be signed by the Principal that the Principal desires payment to be made of the whole or any part or parts of the guaranteed amount, it is unconditionally agreed that such payment or payments will be made to the Principal forthwith without further reference to the Contractor and notwithstanding any notice given by the Contractor to Westpac NZ not to pay the guaranteed amount. Any demand for payment of any moneys which may become payable pursuant to the provisions of the Guarantee shall be deemed to have been sufficiently made if made in writing signed by the Principal or by any director, secretary, employee or officer of the Principal, and if served personally on, or posted as a registered letter addressed to Westpac NZ at its registered office, or its principal place of business in New Zealand, or any other address notified to the Principal by Westpac NZ. Such demand for payment, if sent by registered post, shall be deemed to be received by Westpac NZ on the third day following the day it was handed into the care of an office of the New Zealand postal system. Notwithstanding any other provision of the Guarantee Westpac NZ may at any time without being required so to do pay to the Principal the guaranteed amount less any amount or amounts it may previously have paid under the Guarantee, or such lesser sums as may be required and specified by the Principal and thereupon the liability of Westpac NZ shall immediately cease. This guarantee shall be governed by and construed in accordance with the laws of New Zealand.

Dated at (city) this day of 2014 Signed by WESTPAC NEW ZEALAND LIMITED by its attorney: in the presence of: ..................................................................... (Witness Signature) ..................................................................... (Occupation) ..................................................................... (Address)


25648716 v 4 - General Schedule 4 - Risk Management Plan.DOCX

GENERAL SCHEDULE 4 – RISK MANAGEMENT PLAN

Each Customer's Risk management plan (prepared under clause 34.1(a)(i) of this agreement) will include the following: (a) how potential risks will be identified and analysed, and the tools and techniques that

will be applied; (b) the methodology to be used to analyse, evaluate and rank risks; (c) comparison of the level of risk found during the analysis process with previously

established risk criteria; (d) strategies proposed for dealing with all risks except those that can be managed by

routine procedures; (e) a business continuity plan/emergency response plan which:

(i) deals with potential business interruptions for the Services (such as earthquakes, floods, other natural disasters, industrial action, pandemics, blackouts and/or IT failure) as agreed between the Service Provider, Customer and Contract Manager;

(ii) is specific to each Premises of the Customer, including appropriate

contingencies that address potential issues with transport routes between the Customer Premises and the Service Provider's suppliers and distributors;

(iii) considers events from a national level to a local level;

(iv) fully documents processes that address a variety of emergencies, such as

natural disaster, major incident, industrial action by staff, or disruptions to processing; and

(v) contains agreed KPIs for the timely notification of disruptions to service or

unusual changes in demand for services with the associated communication plan;

(f) a disaster recovery plan;

(g) a Risk control plan, which (for each Risk identified in the Risk register prepared and

maintained under clause 34.4(a) of this agreement) analyses the likelihood and risk of such Risk occurring, details appropriate recovery and/or risk redirection measures and strategies so as to mitigate that Risk to an acceptable level (consistent with Good Industry Practice) to the extent not already addressed by other provisions of the Risk management plan, and is generally consistent with the Risk management plan;

(h) a Risk and Issues escalation protocol, aligned to the Relationship Charter to ensure appropriate awareness and engagement in resolving identified Risks and Issues;

(i) an outline of the strategies proposed for raising awareness to all parties of risk management, including skills acquisition, training and education; and

(j) a communication plan.

GENERAL SCHEDULE 5 – CUSTOMER AVERAGE DEPRECIATION RATES

DHB Premises Average Depreciation Rate

Northland DHB

Bay of Islands Hospital Dargaville Hospital Kaitaia Hospital Whangarei Hospital

Waitemata DHB

CADs North Shore Hospital Mason Clinic Waitakere Hospital Wilson Centre

Auckland DHB

Auckland City Hospital Buchanan Rehabilitation Centre Greenlane Clinical Centre Rehab Plus (Carrington)

Counties Manukau DHB

Auckland Spinal Rehabilitation/ Tamaki Oranga Botany Downs Maternity Unit Franklin Memorial Hospital Manukau Surgery Centre Middlemore Hospital Papakura Maternity Unit Pukekohe Hospital

Waikato DHB

Mataraki Hospital Rhoda Read Hospital Taumarunui Hospital Te Kuiti Hospital Thames Hospital Tokoroa Hospital Waikato Hospital

Bay of Plenty DHB Opotiki Community Care Centre Tauranga Hospital Whakatane Hospital

Taranaki DHB Harewa Hospital Taranaki Base Hospital

Lakes DHB Rotorua Hospital Taupo Hospital

Tairawhiti DHB Gisborne Hospital Whanganui DHB Whanganui Hospital

MidCentral DHB Horowhenua Hospital Palmerston North Hospital

Hawke's Bay DHB

Central Hawke's Bay Health Centre (Waipukurau) Chatham Islands Community Hospital Hawke's Bay Regional Hospital Wairoa Hospital & Health Centre Springhill Treatment Centre Napier Health Centre

Capital and Coast DHB

Kenepuru Community Hospital Wellington Hospital

Hutt Valley DHB Hutt Hospital Wairarapa DHB Masterton Hospital


General Schedule 5 – Customer Average Depreciation Rates

Nelson Marlborough DHB

Alexandra Hospital Murchison Hospital Nelson Hospital Wairau Hospital

West Coast DHB Buller Health Greymouth Base Hospital Reefton Hospital

Canterbury DHB

Ashburton Hospital (incl. Turangi Home) Burwood Hospital Christchurch Hospital Darfield Hospital Ellsemere Hospital Hillmorton Hospital Lincoln Hospital Oxford Hospital Kaikoura Hospital Princess Margaret Hospital Rangiora Hospital Waikari Hospital

South Canterbury DHB

Talbot Park Hospital Timaru Hospital

Southern DHB

Dunedin Hospital Lakes District Hospital Southland Hospital Wakari Hospital


GENERAL SCHEDULE 6 – RETAIL OPERATIONS

1. BACKGROUND

Customers provide for two distinct styles of food retail operations:

1. Staff cafeterias – cafeterias that provide staff meals and free issue coffee and tea and may also offer meals to the patients and visitors; and

2. Concessions and commercial retail cafeterias – commercial operations with seating areas focused on members of the public.

Staff cafeterias which are In-Scope Cafeterias will be operated by the Service Provider.

Existing Concession Space where facilities are leased to third party providers (including not-for-profit organisations) for the provision of food and beverages are out of scope for the agreement.

Each Customer will consider its own options for any out of scope concessions and commercial retail cafes, and will invite the Service Provider to tender for the provision of any future services with respect to such concessions and commercial retail cafes as required under clause 17.4 of this agreement. In the event that any formerly out of scope operations are to be run by the Service Provider as a result of a future tender then the terms of this agreement will apply to those formerly out of scope concessions/cafeterias as if they are In-Scope Cafeterias.

2. THE SERVICE PROVIDER'S OFFER

The Cafeteria service aim is to establish a partnering approach with each Customer to provide cafeteria services that maximises the returns and provides positive outcomes for the staff, patients and visitors.

The Service Provider will implement the Micros iCare point of sale within retail outlets and will capture data on a ll retail spend. It will also be able to manage and report on staff meals and subsidised purchasing, providing Customers with more transparent information about the utilisation of this service, and enabling invoicing of this service back to the relevant Customer.

The Service Provider will work closely with each Customer to determine plans for each relevant In Scope Cafeteria,

• Fitting out the facilities to an appropriate standard, acceptable to the Customer.

• Providing strategic oversight and international concepts to change retail, cafeteria and food related experiences.

• Selling food and beverage items that are compliant with the relevant Customer’s policies on food and nutrition.

• Providing a meal service at nominated In Scope Cafeterias to Customer staff who are provided with a meal as part of their employment agreement or to staff who have been



General Schedule 6 – Retail Operations

provided with an authorised meal voucher. The cost of these meals will be recovered from the relevant Customers.

• Providing free tea and coffee supplies for use by Customer's staff in In Scope Cafeterias (where this is the existing arrangement at the Customer's Premises).

3. SETTING OF CONTRACT TERMS AND REQUIREMENTS

A number of preparatory activities will be undertaken by the Service Provider with respect to each In-Scope Cafeteria of the relevant Customer through the Customer's Mobilisation Period, including:

1. Assess current trading performance;

2. Work with the Customer to finalise the desired retail concept and design vision;

3. Determine capital improvements required;

4. Confirm RMO policy and any ‘free issue’ restrictions with the Customer;

5. Confirm approach to adoption of the relevant healthy eating guidelines with the Customer;

6. Communicate to all interested parties the proposals and adv ise timetable for implementation (following consultation and agreement on the same with the Customer);

7. Agree with the Customer and confirm commercial arrangements in the agreement (including percentage of revenue from each In-Scope Cafeteria of the Customer to be paid to the Customer); and

8. Construct the menu and range with choice as appropriate and prices to match to ensure that all socio-economic groups are provided for.

The Service Provider will work with the Customer to determine the final operating model for each In Scope Cafeteria. For each In Scope Cafeteria a set of detailed, individual requirements, will need to be agreed between the Service Provider and the relevant Customer, which include the following:

• Opening hours • Future state design • Capital investment required • Percentage revenue payable to the Customer for the cafeteria (considering a

commercially acceptable return on investment (for the Service Provider)) • Applicable Customer policies (e.g. healthy eating) • Approach to managing staff meal entitlements

Once agreed with the Customer, the operating model and commercial terms (including percentage of revenue payable to the Customer for each In-Scope Cafeteria of that Customer) will be confirmed and recorded in the Customer's Services Statement.

No changes to current operations can occur until after consultation and the completion of all necessary change processes.

On the Services Commencement Date , no immediate changes will be made – staff will continue to wear their current uniforms and the food and service offered will be largely as it currently is. During this period the timetable for change will be published and contingency plans for continuation of service during the change period will be established.

General Schedule 6 – Retail Operations Once individual staff consultation is complete (‘Phase 1’ of Transition) implementation can commence on any changes to the cafeteria space and the new menu and range can be rolled out.

Specific timings will need to be agreed on a cafeteria by cafeteria basis with the relevant Customer.

GENERAL SCHEDULE 7 – RELATIONSHIP CHARTER

Relationship Charter Food Services

Version 0.7

Document Prepared By Contract Manager

Revised on 11/12/2014

Status DRAFT

Table of Contents

1. INTRODUCTION 4 1.1 Background ............................................................................................................................ 4 1.2 Parties .................................................................................................................................... 4 1.3 Purpose .................................................................................................................................. 4

2. VISION STATEMENT 4 3. STAKEHOLDERS 4 4. RELATIONSHIP PRINCIPLES 5

4.1 Agreed Relationship Principles .............................................................................................. 5 5. DESIRED OUTCOMES 5

5.1 Agreed Outcomes .................................................................................................................. 5 6. MEASURING SUCCESS 6

6.1 Relationship Success Indicators ............................................................................................. 6 6.2 Measurement of these Indicators.......................................................................................... 6

7. KEY PEOPLE 6 8. WAYS OF WORKING 7

8.1 Principles for working together ............................................................................................. 7 8.2 Living by our values ................................................................................................................ 7 8.3 Day-to-Day Relationships ....................................................................................................... 7 8.4 Enabling Patient Outcomes .................................................................................................... 8 8.5 Talking publicly with one voice .............................................................................................. 8 8.6 Continuous Improvement and Innovation ............................................................................. 8 8.7 Issue Management................................................................................................................. 8 8.8 Disagreement and Escalation Process ................................................................................... 8

9. GOVERNANCE 9 9.1 Services Governance .............................................................................................................. 9 9.2 Operational (DHB) Governance ........................................................................................... 10

10. EVOLUTION OF THE RELATIONSHIP 10 11. TOOLS REQUIRED TO SUPPORT CHANGE 10 APPENDIX A: ENSURING PATIENT OUTCOMES 11

Ensuring supervisory effectiveness ................................................................................................. 11 Ensuring staff engagement and communications processes are fit for purpose ............................ 11 Providing transparency of workforce information .......................................................................... 11

APPENDIX B: OPERATIONAL GOVERNANCE MEETING SCHEDULE 13

1 Introduction

1.1 Background

This document details the relationship and engagement principles, and responsibilities relating to the governance of the relationship between DHBs, Compass Group and the Contract Manager, under the Food Services Agreement dated 18 December 2014.

The parties acknowledge that this is a long-term strategic relationship and good governance, aligned outcomes and expectations and relationship quality is vital to the longer term success of the engagement.

1.2 Parties

The Parties to this Charter are:

a) DHBs b) Contract Manager c) Compass Group

1.3 Purpose

This Relationship Charter sets the guiding principles for how the Parties will work together for the term of the Agreement, and provides a reference point for accountability and responsibility. For the avoidance of doubt, this Charter does not override the Agreement between the Parties. It is designed to stand alongside the Agreement.

2 Vision Statement [To be developed in conjunction with the DHBs as they come into the contract; see attachment for examples of current DHB vision statements]

3 Stakeholders There are a number of wider stakeholders with an interest in the way in which Food Services are delivered:

a) Patients b) Patient user groups c) Visitors to and users of DHB facilities d) Meals-on-Wheels recipients and volunteer drivers e) Food Services Employees and their Unions f) Clinicians and other DHB staff g) National standards bodies h) The Ministry of Health

This Charter envisages that the interests of these stakeholders will be taken into account over the term of the Agreement, and that they will be kept informed and engaged with where appropriate.

4 Relationship Principles The following statements outline the principles that underpin the Agreement and should drive the behaviours of all parties and individuals involved in the delivery of the Services.

4.1 Agreed Relationship Principles

The Parties will:

• Continuously evolve the Services to better support patient, staff and visitor outcomes

• Aim to derive more value from their relationship than purely the commercial basis for the Agreement

• Cooperate in good faith to continuously improve Service quality

• Continuously evolve the Services to ensure Service Delivery delivers value for money

• Work together to continuously improve the sustainability of the Services

• Work together in a seamless and collaborative manner and behave in a manner that is respectful of each other

• Focus on identifying and solving problems as early as possible and ensure issues are resolved at the most appropriate level within the relevant organisations

5 Desired Outcomes Over the term of the Agreement the Parties wish to achieve a number of outcomes.

5.1 Agreed Outcomes

• Improved outcomes for all involved - including the Sector, each individual DHB, staff, patients, visitors, the Contract Manager and Compass Group.

• Consistent quality and experience – no matter where in the country you are receiving Services, your nutritional needs will be met to the same high standard, with the same high quality meal.

• A sustainable service delivering on-going benefits – both financial and non-financial.

• Continuous improvement and innovation – all parties are challenged to design new and innovative processes and products to provide the Services.

• Shared planning based on future aspirations – all decisions should be based on the optimal outcome for all parties for the future.

• A culture of working together with a common goal – the parties have built strong mutually beneficial relationships.

• All parties able to declare success – at the end of the contract term, all parties can reflect on positive outcomes.

• Rapid identification, solving and elimination of problems – where possible first point of contacts will be empowered to solve problems, and where escalation is required, this process will be swift.

• Do what we said we would do – stay true to our word and the intent of the contract, by delivering on our commitments.

6 Measuring Success In addition to the Performance Management Framework, which measures the success of service delivery, the Parties have agreed a set of indicators of success of the relationship, which the Parties will strive to achieve.

6.1 Relationship Success Indicators

• All parties feel that the outcomes are being achieved

• The relationship is more than transactional

• Operational excellence is being delivered

• Patient meals and Meals-on-Wheels are delivered to standard

• High levels of patient, staff and visitor satisfaction are achieved

• A healthy eating culture is achieved

• There is a strategic plan in place that we are delivering to

• We are doing what we said we would do

• Commercial objectives are achieved

6.2 Measurement of these Indicators

• Annual relationship reviews, to measure joint KPIs

• Climate surveys, to provide a national view of the health of the relationship

• Sector feedback, customer satisfaction surveys conducted across the Sector

7 Key people The key personnel across the DHBs, Compass Group and Contract Manager will each play a significant role in contributing to the success of this relationship as a partnership, rather than a transaction. Key attributes across all of these roles will be:

• Capability to manage a partnership and behavioural outcomes, rather than purely financial outcomes – including relationship management skills

• Capacity to adequately fulfil the role they are expected to play

• Experience in working with the Stakeholders

• Authority to make decisions and access to senior management where required

• Communication and interpersonal skills

• Each party will use reasonable endeavours to ensure that the initial representatives of each meeting and forum remain as on-going participants.

• Where replacement representatives are required over the Term, these should be mutually agreed and minimised as much as possible.

• New members to each party should be introduced as early on in the process to key stakeholders and representatives of the teams.

• A single Executive Level DHB staff member will hold accountability for achievement of the outcomes of the Agreement.

8 Ways of Working Below are guidelines for the approach that the Parties will take to working together.

8.1 Principles for working together

The Parties agree to embody the following principles when working with each other:

• Having trust and confidence in each other

• Behaving openly, honestly, respectfully and with high integrity

• Deliberate investment in our people to achieve operational excellence

• Communicating positively

• Shared planning and problem solving

• Effective DHB level engagement

• Leading practice and supporting technology

8.2 Living by our values

All of the Parties have their own organisational values that they live by. In conducting themselves as part of this relationship, each party commits to being true to the values of their organisation.

8.3 Day-to-Day Relationships

Each DHB, with Compass Group, will establish its own ways of working at an operational level, including such matters as:

• The shared values upon which the parties will work together • The way in which senior management attention will be directed onto the relationship

• The way in which the two parties will engage over joint initiatives (eg sustainability initiatives) • The way in which Compass Group staff and DHB staff will interact with each other’s

organisations (eg attendance at each other’s induction)

8.4 Enabling Patient Outcomes

The needs of the patient are of paramount importance to the Parties. Appendix A sets out steps the Parties have agreed to in order to ensure this is achieved.

8.5 Talking publicly with one voice

The Parties will talk publicly with one voice with respect to the delivery of the Services. They will not discuss sensitive issues publicly or with any person outside of the relationship.

8.6 Continuous Improvement and Innovation

Business as usual innovation will be undertaken and tracked through regular engagement meetings. Proposals may be put forward by any of the Parties and will be discussed at the appropriate governance level. No proposal will be implemented until all parties agree to the change through the change process documented above. Some of the particular initiatives that the parties will explore are:

• DHB healthy eating guidelines • Sustainability initiatives • Approved extras • Ward supplies • Further refinement of the Nutrition Standards

From time to time, DHBs may introduce initiatives across their DHBs – for example, sustainability or healthy eating. On a day-to-day level, DHBs may ask Compass Group to assist with ad hoc initiatives – such as advertising Chaplaincy services through the meal trays. Where reasonable and practicable, Compass Group will partner with the DHBs on these initiatives. Where doing so would have a cost implication, this would be raised through the change management process.

8.7 Issue Management

Each Party will need to establish a framework for the identification, management and resolution of issues before they become ’disputes‘. Issues will also be jointly managed. The Parties will establish a log for issues to provide visibility into issues and trends. This will also assist in ensuring issues are resolved at the most appropriate point. Operational issues will be reported on to the governance meetings for the applicable DHB. Issues that are potentially of national consequence will be reported on as part of the wider governance framework.

8.8 Disagreement and Escalation Process

From time to time it is acknowledged that there will be areas that the Parties will not agree on. In these cases the escalation process will be implemented:

• Where possible day-to-day issues will be resolved locally, with involvement of the Contract Manager as appropriate

• Should this remedy fail then escalation to the Monthly Operational Meeting, Quarterly Governance meeting or Relationship Governance Review (in that order)

• Should this remedy fail (or in the event the issue is potentially of national consequence), then escalation to the Food and Nutrition Council or Shared Service Council (in that order).

As all Parties are acting in the long term interests of the Agreement, it is expected that disputes will be remedied swiftly and with the patient at the centre of choices made.

9 Governance This relationship will rely heavily on effective governance, at both a day-to-day Operational level and a wider Services level. This is key to ensuring the right decisions are made by the right people, at the right time.

9.1 Services Governance

At a Sector-level, the Services will be governed by:

• The Shared Service Council, which will focus on strategic service governance, including investment and funding decisions

• The Food and Nutrition Council, which will focus on the tactical governance of the Agreement, including policy issues, service quality and benefit realisation

• The Food and Nutrition Advisory Group, which will provide technical advice to the Food and Nutrition Council.

Each of these bodies will have its own terms of reference, agreed by the members. The following diagram shows how these bodies and the key personnel relate to each other.

9.2 Operational (DHB) Governance

In addition, reviews will be held with respect to each individual DHB, involving the DHB, Compass Group and the Contract Manager. This will include:

• An annual relationship governance review • A quarterly business review • A monthly operational meeting

Detail about the intended purpose and attendees for each of these meetings is set out in Appendix B.

10 Evolution of the Relationship The parties agree that as the relationship develops, so too will this Charter. Over the term of the relationship there will be key milestones at which this Charter and the state of the relationship should be reviewed: Initial Contract Signing + 1 year Contract Signing + 2 years Contract Signing + 5 years Contract Signing + 10 years Contract Signing + 13 years These reviews will be done by the Food and Nutrition Council.

11 Tools Required to Support Change A survey of clinical and management perceptions will be completed at each DHB site at least once per year to inform the Relationship Governance review. The Contract Manager will conduct this survey on behalf of the DHB and Compass Group. The results of this survey will inform continuous improvement of the Services and provide topics for discussion at the review. Questions and metrics will be determined by the parties prior to the first survey and reviewed annually.

Appendix A: Ensuring Patient Outcomes Adequate nutrition and hydration during a hospital stay is a key contributor to patient recovery. There is a direct link between the customer service provided by Food Services staff and the quality of the food or interaction with the patient, which leads to increased consumption. To this end, all parties have a vested interest in ensuring that a good relationship exists between Compass Group and its staff.

Ensuring supervisory effectiveness

Effective Compass Group operational managers and supervisors are critical to effective staff engagement, particularly in the kitchens. An engaged workforce is more likely to provide good customer service, which has a direct link to patient outcomes. Building on the Key Personnel provisions in the Services Agreement, through the implementation period, the DHBs will partner with Compass Group to build supervisory capability. This will include:

• Review of these job descriptions and definition of the attributes of success for these roles • Identification by Compass Group of any employees in these positions who they do not believe,

with reasonable support and training, can reasonably achieve these attributes of success • With DHB input, development and delivery of a training programme for all supervisory

management staff, including cultural awareness and sensitivity, effective communications, and alignment with expectations of living the DHB and Compass Group values and ways of working.

Ensuring staff engagement and communications processes are fit for purpose

The cultural needs of this diverse staff group mean traditional approaches to staff engagement and communications are not fit-for-purpose. Compass Group will ensure its staff engagement and communications processes are aligned to achieve effective communication outcomes for their diverse workforce, drawing on employee feedback and specialist assistance (eg local community leaders) as appropriate. As part of this process, the DHBs will share their experience in engaging with similar groups of staff (eg cleaners) and techniques that have proven successful in that context. The DHBs will also look at wider DHB resources that may be able to be made available to Compass Group (eg translation services) to assist with this. To supplement Compass Group’s internal confidential escalation paths, a ‘whistle-blower’ escalation channel into DHBs will be established by the DHBs, for use by staff that do not wish to raise their concern with their employer directly. All confidential escalation channels (Compass Group and DHB) need to take into account the communication skillset of this staff group (i.e. not solely reliant on internet portals or phone lines).

Providing transparency of workforce information

In recognition of the close link between employee engagement, customer service and therefore the achievement of patient outcomes, visibility and transparency into key workforce information will be provided by Compass Group. This will ensure the parties are able to take an evidence based approach to reviewing the way in which workforce relationships are working. This will include:

• A twice-yearly ‘health check’ on staff engagement in DHB food services to deliver patient outcomes and identify opportunities for improvement, to be conducted by representatives of Compass Group, the unions representing food services staff, DHBs and the Contract Manager. This review will not cover wage rates or conditions of employment. To support this review, a report will be prepared by the Contract Manager with input from Compass Group for each DHB, and each DHB premise with more than 10 Compass Group staff, showing trends, on the following workforce metrics:

o Training completion o Training qualifications o Unplanned absenteeism

o Turnover o Personal grievances o Lost Time Injuries o Employee Engagement (annually)

• Provision of this report and the minutes of this annual review to the Food and Nutrition Council.

• Attendance at the meeting of the Food and Nutrition Council at which the minutes of the wider workforce review will be discussed by a union representative, nominated by the Council of Trade Unions.

• The Contract Manager will be able to request a report on the above workforce metrics in between these review meetings, where required.

Appendix B: Operational Governance Meeting Schedule The primary meetings, participants (or appointed representatives), and reviews are outlined in the following table. Other participants may attend as agreed. Compass Group is responsible for the preparation of an agenda for each of those meetings; this will be circulated along with any papers or presentation materials to the parties attending. For meetings called under extraordinary circumstances the party requesting the meeting will be responsible for the agenda and minutes. The quorum for any meeting will be at least two representatives from the DHB and Compass Group, as well as a Contract Manager representative unless otherwise agreed prior to the meeting. Relationship Governance Review

• Frequency: All 20 DHBs to be visited in a 12 month period – schedule to be determined • Method: Face to Face • Attendees:

o Service Provider: Representative from Regional Management, General Manager, Account Manager

o DHB: Food Service Manager, General Manager Support Services, representative from the Executive Leadership Team

o Contract Manager • Purpose: To ensure executive level visibility of the status of the relationship, to provide an

opportunity for each party to share high level strategies and objectives, and to provide a forum for the escalation of issues.

o Customer satisfaction survey performance. o Performance Measurement review including management of exceptions o The appropriateness of all reporting and review processes. o The volumes and any price implications o Development of strategic directions and initiatives to the mutual benefit of all parties o Any other issues or matters to discuss.

Quarterly Business Review

• Frequency: 6 monthly for each DHB – rolling cycle of meeting to be planned in advance • Method: Face to Face • Attendees:

o Service Provider: General Manager, Account Manager, Operational Manager o DHB: Food Service Manager, General Manager Support Services, representative from

the Executive Leadership Team o Contract Manager o Purpose: Discuss business development activity and opportunities, and review

Compass’ performance in relation to the business relationship, present customer satisfaction survey results when available, report to any action plans in place, outline priorities for the next quarter and to provide a point of escalation from the Monthly Operational Meeting

Monthly Operational Meeting

• Frequency: Monthly • Method: Face to Face with teleconference facilities • Attendees:

o Service Provider: Operational Manger o DHB: Food Service Manager o Contract Manager

• Purpose: To resolve any immediate escalations from operational sites, and discuss day-to-day performance. To review actions and initiatives pertaining to the relationship, review and

resolve discuss business development activity and opportunities, and review Compass Group’s performance in relation to the service delivery and business relationship including:

o Issues relating to performance o Discussing and resolving disputes o Key Performance Indicator reporting

GENERAL SCHEDULE 8 – KEY PERSONNEL

The initial Service Provider Key Personnel with respect to each Customer are the persons whom will have the title and perform the following role for each Customer:

• Compass Group - Operations Manager; and

• Site Manager.

GENERAL SCHEDULE 9 – ADDRESSES FOR NOTICES The parties' addresses, facsimile numbers and email addresses for notices are: For the Contract Manager: if to the Contract Manager, to: Health Benefits Limited Physical Address: Level 2, Building 2, Central Park, 660 - 670 Great South Road, Penrose, Auckland, 1061 Email: [email protected] Attention: Philip Colclough, Manager – Commercial, Governance and Performance With a copy to: David Wood, Interim CEO Physical Address: Level 2, Building 2, Central Park, 660 - 670 Great South Road, Penrose, Auckland, 1061 Email: [email protected] For the Service Provider: if to the Service Provider, to: Compass Group New Zealand Limited Physical Address: L3, 15 Sultan Street,

Ellerslie, Auckland, 1051 Facsimile: (09) 525 8419 Email: [email protected] Attention: Glenn Corbett Auckland District Health Board: if to Auckland District Health Board, to: Auckland District Health Board Physical Address: Administration & Management Suite Level 5, ACH Park Road Auckland, 1023 Facsimile: +64 9 3757108 Email: [email protected]

General Schedule 9 – Addresses for Notices

Attention: Clare Thompson, GM Commercial Services & Non-Clinical Support Services

With a copy to: Rosalie Percival, Chief Financial Officer Physical Address: Level 1, Building 37 Auckland City Hospital 2 Park Road Grafton, Auckland 1023 Facsimile: +64 9 375 7108 Email: [email protected] Counties Manukau District Health Board: if to Counties Manukau District Health Board, to: Counties Manukau District Health Board Physical Address: Building 26, 100 Hospital Road Private Bag 93323, Otahuhu Auckland, 1701 Facsimile: +64 9 272 9769 Email: [email protected] Attention: Greg Simpson, General Manager Facilities With a copy to: Ron Pearson, Chief Financial Officer Physical Address: 19 Lambie Drive Manukau Auckland 2104 Facsimile: +64 9 262 9512 Email: [email protected] Waitemata District Health Board: if to Waitemata District Health Board, to: Waitemata District Health Board Physical Address: Level 2, 15 Shea Terrace Takapuna Auckland, 0622 Facsimile: +64 9 496 8924 Email: [email protected] Attention: Robert Paine, CFO With a copy to: Dale Bramley, CEO

General Schedule 9 – Addresses for Notices

Physical Address: Level 2, 15 Shea Terrace Takapuna Auckland, 0622 Facsimile: +64 9 496 8924 Email: [email protected]

25648721 v 6 - General Schedule 10 - Form of Food Services Participation Agreement.DOCX

GENERAL SCHEDULE 10 – FORM OF FOOD SERVICES PARTICIPATION AGREEMENT


FOOD SERVICES PARTICIPATION AGREEMENT [INSERT NAME OF DHB] [CONTRACT MANAGER] COMPASS GROUP NEW ZEALAND LIMITED


AGREEMENT DATED PARTIES 1. [INSERT NAME OF DHB] (Participating DHB) 2. [INSERT NAME OF CONTRACT MANAGER] ([insert details]) (Contract

Manager) 3. COMPASS GROUP NEW ZEALAND LIMITED (New Zealand Company Number

231063) (Service Provider) BACKGROUND A. The Contract Manager and the Service Provider are, together with a number of

District Health Boards, parties to an agreement concerning the provision of food and related services by the Service Provider to the participating District Health Boards dated [insert] (Food Services Agreement).

B. The Participating DHB wishes to procure the Services from the Service Provider and to become a C ustomer under the Food Services Agreement, through and under clause 3 of the Food Services Agreement, and t o engage t he Service Provider to provide the Services (on the terms of the Food Services Agreement) on and from the date of this agreement (Effective Date).

C. This Food Services Participation Agreement is intended to be read in conjunction

with the Food Services Agreement.

THIS AGREEMENT RECORDS THAT: 1. DEFINITIONS AND INTERPRETATION

1.1 Definitions: In this agreement, unless the context indicates otherwise:

(a) Food Services Agreement: capitalised terms not defined in this agreement have the meaning given to those terms in the Food Services Agreement; and

(b) Defined Expressions: expressions defined in the main body of this

agreement have the defined meaning throughout this agreement, including the background.

1.2 Interpretation: In this agreement, unless the context indicates otherwise:

(a) Headings: clause and other headings are for ease of reference only and will not affect the interpretation of this agreement;

(b) Parties: references to any party include that party's executors,

administrators, successors, and permitted assigns;


(c) Plural and Singular: references to the singular include the plural, and vice versa;

(d) Clauses and Schedules: references to clauses and schedules are to

clauses in, and the schedules to, this agreement. Each such schedule forms part of this agreement; and

(e) Documents: references to any document (however described) are

references to that document as modified, novated, supplemented, varied, or replaced from time to time and in any form, whether on paper or in an electronic form.

2. ACKNOWLEDGEMENT – LIMITED AGENCY AGREEMENT

The Participating DHB acknowledges and agrees with the Contract Manager that it has, [or will before the Effective Date,] enter into and execute a deed of accession in the form attached to the Limited Agency Agreement, and has [or will before the Effective Date] become a party to the Limited Agency Agreement with effect from the Effective Date. 3. ACCESSION

3.1 Accession: With effect on and from the Effective Date the parties acknowledge and agree:

(a) the Participating DHB is bound by and will observe, perform, and comply

with the Food Services Agreement as fully and effectively as if the Participating DHB were a party to the Food Services Agreement in the capacity of a Customer under that agreement and had signed it in that capacity;

(b) all references in the Food Services Agreement to a "Customer" are to be

read and construed as if they included references to the Participating DHB; and

(c) The Contract Manager and the Service Provider will be bound by and will

observe, perform, and comply with every provision of the Food Services Agreement as fully and effectively as if the Participating DHB were also named in the Food Services Agreement as a party to that agreement (in the capacity as a Customer), and had signed the Food Services Agreement in that capacity.

4. FOOD SERVICES AGREEMENT

4.1 Food Services Agreement – General Schedule 8: For the purposes of General Schedule 8 of the Food Services Agreement, the Key personnel of the Service Provider with respect to the Participating DHB (as a Customer) are as set out in schedule 2 of this agreement, and are deemed to be inserted into the Food Services Agreement at the end o f General Schedule 8 of the Food Services agreement as set out in Schedule 1 of this agreement.

4.2 Food Services Agreement – General Schedule 9: For the purpose of

clause [53] (Notices) and General Schedule 9 of the Food Services Agreement, the Participating DHB's addresses for notices and contact details are as set out below, and are deemed to be inserted into the Food Services Agreement at the end of General Schedule 9 as set out below:


[Name] District Health Board: if to [Name] District Health Board, to: [Name] Physical Address: [insert] Facsimile: [insert] Email: [insert]

Attention: [insert] With a copy to: [Name] Physical Address: [insert] Facsimile: [insert] Email: [insert] Attention: [insert]

4.3 Food Services Agreement - General Schedule 12: For the purposes of General Schedule 12 of the Food Services Agreement, the future FTE requirements of the Service Provider with respect to the Participating DHB (as a Customer) are as set out in schedule 3 of this agreement, and are deemed to be inserted into the Food Services Agreement at the end of General Schedule 12 of the Food Services agreement as set out in Schedule 2 of this agreement.

4.4 Food Services Agreement – Customer Services Statement and Services

Fees: The Service Provider and the Participating DHB agree that:

(a) Proposed Unit Prices: the Proposed Unit Prices and the Operational Services set out in Schedule 3 of this agreement are:

(i) Services Statement: (subject to clause 4.4(b) below) the

Proposed Unit Prices and the Operational Services with respect to the Participating DHB as a Customer that will be specified in the Services Statement for Participating DHB (as a Customer); and

(ii) Service Fees: (subject to clause 4.4(b) below) the Proposed

Unit Prices for the purposes of calculating the Day 1 Unit Prices for the Participating DHB (as a Customer) under clause 5(b) of Services Schedule 6 of the Food Services Agreement,

unless otherwise agreed between the Participating DHB (as Customer), the Service Provider and the Contract Manager during the Mobilisation Period for the Participating DHB (as a Customer); and

(b) Assumptions: where specific assumptions are set out (in Schedule 3 of this agreement) for the basis for calculating the Proposed Unit Prices set out in Schedule 3 of this agreement, and any such assumption proves to


be incorrect during the Mobilisation Period for the Participating DHB (as a Customer), the Proposed Unit Prices set out Schedule 3 of this agreement will be varied for purposes of the Services Statement of the Participating DHB (as a Customer) (such variation to be determined on the same basis as the calculation for the existing Proposed Unit Prices specified in Schedule 3) by agreement in good faith of the Service Provider, the Participating DHB (as a Customer) and t he Contract Manager.

4.5 Mobilisation Plan: The Participating DHB, the Service Provider and the Contract

Manager agree that the form of Mobilisation Plan attached at Schedule 4 of this agreement is the Mobilisation Plan for the Participating DHB (as a Customer) for the purposes of the Food Services Agreement and which will be attached to the Services Statement prepared for the Participating DHB (as a Customer).

5. GENERAL

5.1 Counterparts: This agreement may be s igned in any number of counterpart copies which, read together, will constitute one and the same document. Any party may enter into this agreement by signing any such counterpart.

5.2 Copies: Any copy of this agreement that is received by facsimile or via email in

PDF or other document reproduction format (including any copy of any document evidencing a party's signature to this agreement) may be relied on by any party and presented in evidence in any legal proceedings as though it were an original copy of this agreement. This agreement may be entered into on the basis of an exchange of facsimile, PDF or other document reproduction format (in which case each party will on demand promptly deliver an original signed by it to every other party).

5.3 Savings: For the avoidance of doubt, the Food Services Agreement remains in

full force and effect in all respects and is not varied, modified, or amended save as pursuant to this agreement.

5.4 Costs: Each party will bear its own cost and expenses incurred in connection

with the negotiation, preparation, execution, and i mplementation of this agreement.

SIGNATURES SIGNED on behalf of [INSERT NAME OF DHB]:


SIGNED on behalf of [CONTRACT MANAGER] by:

SIGNED on behalf of COMPASS GROUP NEW ZEALAND LIMITED by:


SCHEDULE 1

KEY PERSONNEL

[insert]


SCHEDULE 2

FUTURE FTE REQUIREMENTS

[insert]


SCHEDULE 3

PROPOSED UNIT PRICES AND SERVICES


SCHEDULE 4

MOBILISATION PLAN

25648722 v 2 - General Schedule 11 - Redeployment Working Group Terms of Reference.DOCX

GENERAL SCHEDULE 11 – REDEPLOYMENT WORKING GROUP TERMS OF REFERENCE

Redeployment Working Group Subject to consultation with the applicable unions, the Parties have agreed that the Terms of Reference for the Redeployment Working Group will include the following provisions: Purpose: To minimise job losses by creating meaningful options for staff. Membership: DHBs – rolling members (leading up to and during the transition for their

DHB)

Compass Group – standing member Unions for directly affected staff (eg SFWU, PSA) – rolling members (leading up to and during the transition for each DHB they have members at)

Contract Manager – standing member (advisor) Other third party employers as appropriate – rolling members Support: Change and Redeployment Specialists (two roles, funded by Compass

Group for the Term of this Working Group). Term: Commences prior to Mobilisation for the Auckland Metro DHBs; endures

until transition is complete for the final DHB to enter the National Agreement.

Role: To identify meaningful redeployment opportunities for staff affected by the

changes by ensuring the Redeployment Process is followed. This may include ‘in role’ retraining where appropriate.

To ensure affected employees are well informed of their options and the

support available to them.

To provide guidance on selection criteria, being the criteria used by the employer to identify a successful candidate(s) for a role, and having regard to any selection criteria set out in a r elevant employment agreements (noting the final decision on the criteria to be used rests with the applicable employer).

Note: this does not include substantive input on the proposed service delivery model.

Process: The parties will develop and follow a R edeployment Process, which will

include a statement of the responsibilities of each party with respect to this process.

Changes to the Redeployment Process may be agreed by the parties from

time-to-time. Following the completion of Transitions for Waitemata, Auckland and

Counties Manukau DHBs in December 2015, the process will be reviewed by the Redeployment Working Group to ensure it is effective and efficient in meeting its objectives.

GENERAL SCHEDULE 14 – PRICES FOR APPROVED EXTRAS The table below contains a standard list of Approved Extras. These items must be added, on request, to standard Patient Meals at the dietician's or clinician's and, in some cases, patient’s request (at the meal time stated) in order to assist with dietary requirements or to mitigate the risk of menu fatigue. Food item B’fast Lunch/Te

a Dinner Snack Price Per

Item ($) Stewed fruit of the day

Pureed fruit of the day

Fresh fruit (seasonal dependent, 160g)

Pottle of cream (30ml)

Pottle of brown sugar (1Tbs)

Fortified Custard (cold)

Dairy food

Plain yoghurt

Fruit yoghurt

Smooth Yoghurt

Lite fruit yoghurt

Baked product eg small muffin, scone, fruit loaf, cake, slice

Gluten free baked item

Plain biscuits (2)

Golden fruit biscuits (2)

PCU water crackers (2)

Cheese slice

PCU Harvest Wheaten crackers (2)

Cruskit Crackers (2) (paeds)

Rice crackers (7x)

Rice wafer (x2)

Gluten free bread

Protein sandwich (roast beef, cheese, chicken, ham, tuna, egg, 1 piece of (wholemeal) bread)

Free filling sandwich eg jam, Marmite, tomato with 1 piece bread (default is wholemeal)

Ice block (lemonade)

Ice cream (vanilla 100ml)

Jelly Rice (preferably basmati not par-boiled)

Potato Crisps (40g)


(ii)

General Schedule 14 – Prices for Approved Extras

Food item B’fast Lunch/Tea

Dinner Snack Price Per Item ($)

Fruit and Nut Mix (40g)

Raw nuts ( 30g) eg cashews, peanuts

Café items

Tomato Sauce PCU

Drinks B’fast Lunch/Tea

Dinner Snack Price Per Item ($)

Fruit Drink 100ml with min 20mg Vit C

Juice 250ml with straw -bottle or tetra

Flavoured milk (100mls - 250mls)

Fast Start or Up & Go 250mls

Soy milk (Ca and B12 fortified) (100 - 250mls)

Rice milk (Ca and B12 fortified) (100mls - 250mls)

Standard Blue milk (100ml)

Calc-trim milk (100ml)

Lemonade (diet and sweetened) 600ml

Ginger ale (sweetened) 600ml

Cola (diet and sweetened) 600ml

Diet Refresh


(ii)


(ii)

25648726 v 5 - General Schedule 15 - Extract of Approved Extras and Meal Substitutes.DOCX

GENERAL SCHEDULE 15 –APPROVED EXTRAS AND MEAL SUBSTITUTES

General Schedule 15 – Extract of Approved Extras and Meal Substitutes


1. APPROVED EXTRAS (a) The table below contains a standard list of Approved Extras. These items may be

added to standard Patient Meals at the dietitian's or clinician's and, in some cases, patient’s request (at the meal or snack time stated) in order to assist with alternatives needed for some special diets and for patients with risk of menu fatigue.

(b) Pricing for Approved Extras is on a ‘per item’ basis and not included within the cost of Patient Meals.

Food item B’fast Lunch/Tea Dinner Snack Stewed fruit of the day Pureed fruit of the day

Fresh fruit (seasonal dependent, 160g)

Pottle of cream (30ml) Pottle of brown sugar (1Tbs) Fortified Custard (cold)

Plain yoghurt

Fruit yoghurt

Smooth Yoghurt

Lite fruit yoghurt Baked product eg small muffin, scone, fruit loaf, cake, slice

Gluten free baked item

Plain biscuits (2)

Golden fruit biscuits (2)

PCU water crackers (2)

Cheese slice

PCU Harvest Wheaten crackers (2)

Cruskit Crackers (2) (paeds)

Rice crackers (7x)

Rice wafer (x2) Gluten free bread Protein sandwich (roast beef, cheese, chicken, ham, tuna, egg, 1 piece of (wholemeal/wheatmeal) bread)

Free filling sandwich eg jam, Marmite, tomato with 1 piece bread (default is wholemeal/wheatmeal)

Ice block (lemonade) Ice cream (vanilla 100ml)



Food item B’fast Lunch/Tea Dinner Snack Jelly Rice (preferably basmati not par-boiled) Potato Crisps (40g)

Fruit and Nut Mix (40g)

Raw nuts (30g) eg cashews, peanuts

Café items

Grilled Bacon

Tomato Sauce PCU

Drinks B’fast Lunch/Tea Dinner Snacks Fruit Drink 100ml with min 20mg Vit C

Juice 250ml with straw -bottle or tetra

Flavoured milk (100mls - 250mls)

Fast Start or Up & Go 250mls Soy milk (Ca andB12 fortified) (100 - 250mls) Rice milk (Ca and B12 fortified) (100mls - 250mls) Standard Blue milk (100ml)

Calc-trim milk (100ml)

Lemonade (diet and sweetened) 600ml

Ginger ale (sweetened) 600ml

Cola (diet and sweetened) 600ml

Diet Refresh



2. MEAL SUBSTITUTES (a) The table below contains a proposed standard list of Meal Substitutes. These items

must be provided at the dietitian's request or clinician's request (at the meal time stated) to partially or fully replace a Patient Meal in order to assist with alternatives needed for some special diets and for patients with risk of menu fatigue. Some Premises may have additional Meal Substitutes requirements and this will be agreed between the Customer and t he Service Provider and included in the Services Statement for each Customer.

(b) In pricing Patient Meals, the Service Provider has ensured its ‘per meal’ cost is

inclusive of any Meal Substitutes that may be r equired. The Service Provider acknowledges that this is in contrast to Approved Extras which are priced on a ‘per item’ basis.

Items used as meal substitutes B’fast Lunch/Tea Dinner Chicken drumstick (x 2) Baked/steamed fish ± white sauce or lemon wedge

Crumbed fish ± tomato sauce/tartare sauce PCU

Plain meat of the day & gravy

Scrambled egg / Omelette

Tinned spaghetti

Tinned baked beans

Creamed Corn

Tinned Mushrooms

Noodles (2 minute - sent dry to ward)

Sausage Roll

Pizza

Hot Chips / Potato Wedges

Grilled Chicken fillet

Fish Bites (Battered) (hoki)

Toasted Sandwiches e.g. Cheese / Tomato Mince Pie (Mini - approx 60g & Standard approx 200g)

Mini Hot Dogs

Vegetarian option of the day

Sandwich of the day

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