Item 14 - Agreement for Inmate Food and Commissary Services

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Docusign Envelope ID: El 182366-3DF6-4A5D-AA25-83DB381 D816A State and local standards, requirements recommendations, and regulations; changes in phone service providers or a change in the way phone service is sold to inmates; or other unforeseen external market conditions outside Aramark's control, then Aramark shall give City written notice of such increase or change, and within thirty (30) calendar days after such notice, Aramark and City shall mutually agree upon modification(s) to offset the impact of the increase or change, which modifications may include any or a combination of the following: an adjustment to Aramark's price per meal or commission, modifications to the menu or Product offerings, changes to Product pricing or modifications to Aramark's scope of services. The foregoing shall be in addition to, and without limitation, of the parties' rights and obligations set forth herein in Section 2.B. with respect to continuation of services (and compensation for the same) in the event of a Force Majeure event, if applicable. 6. PHONE SERVICE PROVIDERS: In the event that there is a change in the phone service provider used at the Facility or in the process by which phone cards or phone time is sold to inmates, the City shall be responsible for the cost or shall cause the phone service provider to be responsible for the cost of the following: (1) any software development required by the change; (2) system integration; (3) use of Aramark hardware and software to sell phone service; and (4) any other cost incurred by Aramark, including but not limited to increased costs for labor, handling, and reporting. 7. ACCESS AND RECORDS: Aramark will maintain accurate books and records in connection with the food and commissary service operations and shall retain such records for thirty- six (36) months after the close of the federal fiscal year (October 1, through September 30). 8. COMPENSATION — NOT -TO -EXCEED AMOUNT. The total not -to -exceed amount to be expended during the term of this Agreement shall not exceed $5,070,842. This amount is subject to amendment per the terms of Section 3.13. FOOD SERVICE- PRICE ADJUSTMENTS. Any increase to the not -to -exceed amount, defined herein, shall be defined and agreed upon by the CPI - FAH increases reflected in Section 3.B. Any amendment, based solely upon said Price Adjustments in Section 3.B., may be approved in writing by the City Manager and the City Attorney. Any increases beyond the CPI -FAH defined in Section 3.B., above, or any other increase to costs, the not -to -exceed amount, or other material revision(s) of the terms and conditions of this Agreement are subject to approval by the City Council of the City of Santa Ana. 9. TERM OF AGREEMENT: The initial term of this Agreement shall commence on October 1, 2025, and shall continue through September 30, 2028. By mutual agreement, the term of this Agreement may be renewed for two (2) additional one (1) year terms. 10. TERMINATION: A. TERMINATION FOR CONVENIENCE: Either party may terminate this Agreement for convenience, at any time during the term or any renewal or extension, upon ninety (90) days' notice to the other parry. B. TERMINATION FOR DEFAULT: Either party may terminate this Agreement upon a breach or default of this Agreement by the other party, which is not cured within thirty (30) days after receipt by the defaulting party of a notice from the non -defaulting parry, specifying the nature of such breach or default. C. CONSEQUENCES OF TERMINATION: If this Agreement is terminated under any