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HomeMy WebLinkAboutARAMARK CORRECTIONAL SERVICES - 2012A- 2012 -008 WORK MAY UNTIL INSUH�'', F� r' CLERK OF INMATE COMMISSARY AND FOOD SERVICE AGREEMENT DATE &_�_12 THIS AGREEMENT, made and entered into this Q �! day of << j n , 2012 by and between ARAMARK Correctional Services, LLC., a Delaware limited liability company, having its principal place of business located at the ARAMARK Tower, 1101 Market Street, Philadelphia, Pennsylvania 19017 (hereinafter "ARAMARK "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, whose principal place of business is 20 Civic Center Plaza, Santa Ana, California 92702 (hereinafter "CITY "). RECITALS A. The CITY desires to grant the exclusive right to operate the Santa Ana Detention Facility commissary and to provide food service for the inmates, staff and visitors for the Police Administration and Holding Facility located at 60 Civic Center Plaza, Santa Ana, California ( "Facility "). B. ARAMARK represents that it is able and willing to furnish nutritious, wholesome and palatable food to such inmates, staff and visitors in accordance with the terms of this Agreement. C. In undertaking the performance of this Agreement, ARAMARK represents that it is knowledgeable in its field and that any food services provided by ARAMARK shall meet all current regulations. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES ARAMARK shall operate the Santa Ana Detention Facility commissary, perform inmate meal preparation, and operate the Code -7 Cafe, as those services are set forth in the CITY's Request for Proposals (RFP #11 -047) and ARAMARK's Technical Proposal for Food Service Management dated October 20, 2011, collectively, as described in Exhibit A attached hereto, and the details of which are on file at the Santa Ana Detention Facility in the care of the Jail Administrator, and incorporated by reference to this Agreement. The CITY shall at its expense provide ARAMARK with adequate preparation kitchen facilities at the Facility completely equipped and ready to operate, together with such heat, refrigeration and utilities services as may be reasonably required for the efficient performance of the Agreement. ARAMARK shall be responsible for long distance telephone service. The CITY shall, at its expense, provide ARAMARK with adequate office and storage facilities at the Facility completely equipped and ready to operate together with such heat, and utilities services as may be reasonably required for the efficient performance of the Services. ARAMARK shall be responsible for long distance telephone service. ARAMARK shall install such computer hardware and related equipment and software (collectively "Computer Equipment "), including but not limited to ARAMARK's CORE® commissary management information systems (the "CORE® System ") as necessary to support ARAMARK's commissary operations. ARAMARK shall remove all Computer Equipment upon the expiration or termination of this Agreement. The CORE® System is and shall at all times be owned by ARAMARK, which shall hold all rights relative thereto except as may be expressly granted hereunder and then only to the extent of such express grant. All use of the CORE® System at the Facility shall immediately cease upon the expiration or termination of this Agreement. ARAMARK shall be responsible to support and maintain all Computer Equipment during the term of this Agreement, but any and all such obligations shall cease upon the termination or expiration of this Agreement. To the extent that it is necessary for ARAMARK's or the CITY's employees to be trained to use the CORE® System, ARAMARK shall provide such training, provided that ARAMARK shall have no other training obligations hereunder. The CITY shall run such cable and wiring, and shall perform such systems integration, as necessary to enable the CORE System to support ARAMARK's commissary operations. In the event the CITY changes any third party vendor whose service interacts with the CORE System (such as its telephone or internet service provider), any costs associated with CORE System customization or code changes will be borne by the CITY. 2. COMPENSATION A. FOOD SERVICE a. CITY agrees to pay, and ARAMARK agrees to accept as total payment for each Prime Option inmate meal served pursuant to this Agreement, a per meal cost of $1.94, which excludes sales tax. The price quoted herein applies for the period of February 1, 2012 through January 31, 2013. The per meal price may be adjusted annually by mutual agreement and set forth in an amendment to this Agreement in the form attached hereto as Attachment B. If the parties cannot reach agreement as to a price increase, unit price shall be increased as further set forth below by the greater of the (a) yearly percentage change in the Consumer Price Index, All Urban Consumers, U.S. City Average, Food Away From Home Index ( "CPI- FAH "), published by the U.S. Department of Labor and (b) the yearly percentage change in the Market Basket of Products (as defined below) which approximate the products served at the facilities covered by this Agreement (the "Client Menu "). The period for determining CPI - FAH and Market Basket of Products increases shall be November 1 to November 1 of the then - current year (the "Base Period "). Notwithstanding the foregoing, in no event shall the yearly increase be greater than 5 %. As set forth on the sample client statement attached as Attachment C, a copy of which shall be provided prior to implementing any price adjustments pursuant to this section, the "Market Basket of Products" represents categories or types of products that are generally used in the Client Menu. Such products are classified into the X following six categories of food items (each, a "Menu Category "): beverage (composed of juice and non - alcoholic drinks other than milk); baked goods; produce (composed of fruits and vegetables); dairy; meat; and grocery items (composed of the food items in the menu that are not otherwise included in one of the preceding categories). Each Menu Category will be ascribed a percentage (the "Category Weighting ") representing the proportion of the Client Menu that such Menu Category approximately represents based on purchasing levels during the Base Period. Each Category Weighting will then be multiplied by the percentage change in the corresponding Bureau of Labor Statistics ( "BLS ") category compiled by the U.S. Department of Labor and published at www.bis.gov for the Base Period, and the results of each such calculation will be added together to arrive at the overall percentage change which will represent the Market Basket of Products. For the avoidance of doubt, the BLS categories to be multiplied by the Category Weightings are (1) Beverage, All Urban Consumers, U.S. City Average; (2) Baked Goods, All Urban Consumers, U.S. City Average; (3) Produce, All Urban Consumers, U.S. City Average; (4) Dairy, All Urban Consumers, U.S. City Average; (5) Meat, All Urban Consumers, U.S. City Average; and (6) Food, All Urban Consumers, U.S. City Average. In the event that there are any changes in the method in which the BLS reports its annual statistics, including any changes or modifications to any of the applicable BLS categories, the parties agree to negotiate a mutually agreeable modification to the appropriate Market Basket of Products category or categories or the methodology described above. If the parties do not agree on such a modification, ARAMARK shall have the right to terminate the Agreement upon 90 days' prior written notice. The Market Basket of Products is designed to approximate price adjustments with product cost increases at the facility or facilities covered by this Agreement. The Market Basket of Products is an estimate of food costs only and actual costs may vary. While the Menu Categories attempt to approximate the products served at the facility or facilities covered by this Agreement, they may not precisely parallel actual usage or the BLS categories listed above. b. Please refer to Attachment C for an example of the Market Basket of Products calculation. c. The yearly percentage change shall not increase more than five percent 5% in any year. The percentage shall be applied to the then - current per meal price to determine the price for the subsequent 12 -month period, and such unit price shall be effective the first (1st) day of such 12 -month period. b. ARAMARK shall submit to the CITY on the first day of every week, for the preceding week, an invoice for inmate meals ordered or served whichever is greater, and Fresh Favorites meals ordered by inmates. The statements will reflect the preceding week's food services detailing the exact number of meals served on a daily basis as follows: 1. Actual number of adult inmate meals 2. Meals provided through the "Fresh Favorites" program 3. Any additional food or beverage services, as required 3 4. Staff Cafe sales report. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing meals ordered /served, subject to City accounting procedures. Payment shall be sent to: ARAMARK Correctional Services, LLC. P.O. Box 406019 Atlanta, Georgia 30384 -6019 B. COMMISSARY SERVICE ARAMARK shall process orders for commissary products from inmates in accordance with ARAMARK's standard procedures. The CITY shall be responsible to collect, record and make disbursements from inmate commissary accounts for purchases of such Products; provided, however, that ARAMARK shall have access to each inmate account solely for the purpose of verifying that there are sufficient funds in such account to cover a Product order placed by such inmate, including but not limited to, any sales, use or other taxes related thereto. ARAMARK and the CITY shall jointly determine the prices at which Products shall be sold. If ARAMARK sustains increases in its costs, including but not limited to, increases in its Product, labor or equipment or software - related costs, ARAMARK may request an increase to its prices to recover such increased costs. Additionally, ARAMARK may, at its discretion perform a price audit to compare the prices at which it sells the Products contemplated by this Agreement with the prices at which similar products are being sold in retail outlets in the surrounding community ( "Comparable Retail Values "). In the event that any of ARAMARK's prices are below the Comparable Retail Values, the parties shall mutually agree to increase such prices under this Agreement to reflect the Comparable Retail Values. ARAMARK shall submit to the CITY on the first day of every week, for the preceding week, an invoice for total Gross Sales of Products made during such week, and other goods or services provided by ARAMARK during such week, if any. The term "Gross Sales" shall mean total commissary sales (including, but not limited to, sales of tobacco products, stamps and pre - stamped envelopes, pre -paid telephone calling cards or any other telephone sales, debit cards, and Indigent Product sales) l�us any sales or use taxes. For purposes of this Agreement, a sale shall be deemed made when a Product ordered by an inmate is delivered to the CITY for subsequent delivery to the inmate, and the Product is not returned. For purposes of this Agreement, no returns will be honored, unless the inmate who ordered a Product, refuses delivery of such Product at the time such Product is delivered, or unless such inmate is released prior to such delivery, and fails to claim such Product within seventy -two (72) hours after release. ARAMARK shall forward billing to the Santa Ana Detention Facility. ARAMARK shall keep a complete and accurate record of all gross sales of merchandise records for a period of at least one year. ARAMARK shall keep all inmate sales records for at least one year after termination of this contract. All records and books kept by ARAMARK exclusively related to invoices reflecting services provided by this Agreement shall be open to inspection and audit of 4 the City and its agents during normal business hours. Such records shall be kept separate and apart from any record ARAMARK maintains in connection with other business enterprises. ARAMARK shall return to City a total commission of Forty -Five Percent(45 %) of Net Sales of all products from the commissary operations at the Santa Ana Detention Facility, as set forth in the City's RFP #11-047 and ARAMARK's Proposal, dated October 20, 2011. This commission shall exclude all sales of stamps and pre - stamped envelopes, pre -paid telephone calling cards or any other telephone sales, debit cards, and Indigent Products. "Net Sales" means total product sales, less sales or use taxes and authorized returns. In addition, ARAMARK shall pay CITY a rent fee equal to Ten Percent (10 %) of Net Sales of all products from the commissary operations excluding all sales of stamps and pre- stamped envelopes, pre -paid telephone calling cards or any other telephone sales, debit cards, and Indigent Products. ARAMARK shall provide a monthly accounting of commissary operations for the previous month, and shall submit said accounting and a check representing the City's portion of Net Sales to the Santa Ana Jail Administrator. 3. TERM The initial term of this Agreement shall commence on February 1, 2012 and terminate on January 31, 2015, unless terminated earlier in accordance with Exhibit A or Section 12, below. This Agreement may be renewed for two (2) additional one (1) year periods with the consent of the Chief of Police and the City Attorney. 4. INDEPENDENT CONTRACTOR ARAMARK shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the CITY. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the CITY to exercise discretion or control over the professional manner in which ARAMARK performs the services which are the subject matter of this Agreement; however, the services to be provided by ARAMARK shall be provided in a manner consistent with all applicable standards and regulations governing such services. ARAMARK shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, ARAMARK shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. ARAMARK shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of ARAMARK's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Such insurance shall (a) name the City, its officers, employees and agents as additional insured(s); (b) be primary and not contributory with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, ARAMARK is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, ARAMARK agrees to provide and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by ARAMARK pursuant to this section: (i) ARAMARK shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the CITY upon execution of this Agreementand shall be approved in form by the City Attorney. (iii) Certificates shall state that the CITY will be given thirty (30) days' prior written notice of cancellation. d. If ARAMARK fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect ARAMARK's right to be paid for its time and materials expended prior to notification of termination. 6. INDEMNIFICATION ARAMARK agrees to and shall indemnify and hold harmless the CITY, its officers, agents, employees, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for bodily injury, including death, and claims for property damage, which may arise from the negligent acts, willful misconduct, or omissions of ARAMARK or its contractors, subcontractors, agents, employees, or other persons acting on their behalf in their performance of the services described in section 1 of this Agreement. However, it is expressly understood that ARAMARK shall not be responsible for damages caused by inmates nor by the acts or omissions of the CITY, its officers, agents or employees. Neither any of the CITY's officers, employees, agents, servants or contractors, nor any inmates, are or will be deemed to be agents or employees of ARAMARK and no liability is or will be incurred by ARAMARK to such persons, except for bodily injury to such persons caused by ARAMARK's negligence or intentional acts. ARAMARK further agrees to indemnify, hold harmless, and pay all costs for the defense of the CITY, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises out of claims for bodily injury, including death, and claims for property damage, which may arise from the negligent acts, willful misconduct, or omissions of ARAMARK or its contractors, subcontractors, agents, employees, or other persons acting on their behalf in their performance of the services described in section 1 of this Agreement. CITY may make all reasonable decisions with respect to its representation in any legal proceeding. The CITY shall promptly notify ARAMARK of any claim for which indemnity is sought, and shall cooperate with ARAMARK in the investigation and defense of such claim. ARAMARK shall have the sole discretion to defend and settle such claim. 7. CONFIDENTIALITY If either party receives from the other party information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, the receiving party agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the receiving party disclosed in a publicly available source; (c) is in rightful possession of the receiving party without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the receiving party without reference to information disclosed by the other party. 8. CONFLICT OF INTEREST CLAUSE ARAMARK covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To CITY: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6956 and 60 Civic Center Plaza (M -97) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 245 -8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -6515 To ARAMARK: ARAMARK Correctional Services, LLC ARAMARK Tower 1101 Market Street Philadelphia, PA 19107 Attn: Vice President, Finance With a copy to: ARAMARK Correctional Services, LLC ARAMARK Tower 1101 Market Street Philadelphia, PA 19107 Attn: Associate General Counsel A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, CITY or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the CITY and ARAMARK, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. In the event of a conflict between RFP #11 -047 and ARAMARK's proposal dated October 20, 2011, ARAMARK's proposal shall control. This Agreement may not be modified except by written instrument signed by the CITY and by an authorized representative of ARAMARK. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate ARAMARK nor the CITY. Each parry to this Agreement acknowledges that no representations, inducements, promises or agreements, orally any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate ARAMARK nor the CITY. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of ARAMARK, ARAMARK may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the CITY and any such assignment, transfer, delegation or subcontract without the CITY's prior written consent shall be considered null and void. 12. TERMINATION This Agreement may be terminated without cause by the CITY or by ARAMARK upon one hundred twenty (120) days written notice of termination to the other party. In such event, ARAMARK shall be entitled to receive and the CITY shall pay ARAMARK compensation for all services performed by ARAMARK prior to receipt of such notice of termination, subject to the following conditions: Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION ARAMARK shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. ARAMARK affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that any lawsuit in connection with or by reason of this Agreement may be brought or removed, as appropriate, in the state or federal courts for Orange County, California. 15. PROFESSIONAL LICENSES ARAMARK shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. ARAMARK shall notify CITY immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. PERSONNEL The City acknowledges that ARAMARK has invested considerable time and money in training its supervisory employees in systems, procedures, methods, techniques and other valuable information which is proprietary and unique to ARAMARK's manner of conducting business. Therefore, the City agrees that it will not hire supervisory employees of ARAMARK, working at the Santa Ana Detention Facility during the term of this Agreement and for twelve months after its termination. 17. MATERIAL ADVERSE CHANGE: The financial arrangements in this Agreement are based on conditions existing as of the Effective Date including any representations regarding existing and future conditions made by CITY in connection with the negotiation and execution of this Agreement. If such conditions change due to causes beyond ARAMARK's control, including, but not limited to, a change in the scope of ARAMARK's services; menu changes; a decrease in the Facility's inmate population ; efforts to organize labor; increases in food, fuel, equipment, utilities and supply costs; Federal, State and local sales, and other taxes and other operation costs; a change in Federal, State and local standards, requirements recommendations, and regulations including any applicable Child Nutrition Programs; 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. 18. 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. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 10 b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR PAUL M. WALTERS Clerk of the Council Interim City Manager APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY By: Tere C Ju d Assistant City Attorne II ARAMARK CORRECTIONAL SERVICES, LLC DAVID KIMMEL Vice President, Finance Tax ID# 23- 2778485 EXHIBIT A ARAMARK shall provide commissary service and inmate food service for the Santa Ana Detention Facility as set forth in City's Request for Proposals #11 -047, and ARAMARK's Proposal dated October 20, 2011. ARAMARK shall serve three meals per day to meet the nutritional standards including the American Correctional Association, National Commission on Correctional Health Care, Recommended Dietary Allowances, as set forth in Section 5 of ARAMARK's Proposal. ARAMARK may utilize the City's Detention Facility kitchen to prepare meals to be sold to other institutions. ARAMARK shall obtain the written approval of the Chief of Police prior to commencing meal preparation for any outside facility. ARAMARK will reimburse City $0.05 per meal sold to any such outside facility, as set forth in section S.Q. of ARAMARK's Proposal. ARAMARK will provide food service for the City's Code -7 Cafe located in the Santa Ana Police Department Administration Facility, with the objective of creating a high quality, inexpensive food service experience for the employees and potential visitors of the Police Department, as set forth in section 6 of ARAMARK's Proposal. ARAMARK shall pay the CITY a commission equal to Fifteen Percent (15 %) of ARAMARK's Net Profit at Code -7 Cafe. "Net Profit" as used in this Paragraph shall mean total sales revenues minus all of ARAMARK's taxes, expenses and costs for operating the Cafe. ARAMARK shall provide catering services for City meetings and events upon the written request of the City Manager or his designated representative. Each such catering request shall be in writing and shall describe the services to be provided and the compensation for those services. ARAMARK will provide a Fresh Favorites program, allowing inmates of the Santa Ana Detention Facility to purchase a designated menu selection, a minimum of once per week. ARAMARK will fill the orders and deliver them to the inmates on the day(s) of the week agreed between ARAMARK and City. Payment for each individual Fresh Favorites order will be deducted from the individual inmate's account in the Inmate Welfare Fund. ARAMARK will remit to City a twenty -five percent (25 %) commission on the total Fresh Favorites Net Sales (as defined above) each month. City will be responsible for deducting the cost of the Fresh Favorites meals from the inmate's accounts. The City shall permit ARAMARK to verify that any inmate ordering Fresh Favorites has sufficient funds in his account to cover the Fresh Favorites purchase. 12 FORM OF AMENDMENT FOR IMPLEMENTING MARKET BASKET INCREASES Attachment B Amendment No. to Operating Agreement THIS AMENDMENT NO. _ (the "Amendment "), is entered into this day of , 20_ by and between , with offices at CI "), and ARAMARK Correctional Services, LLC, a Delaware limited liability company, having its principal place of business located at the ARAMARK Tower, 1101 Market Street, Philadelphia PA 19107 ( "ARAMARK "). WHEREAS, and ARAMARK entered into an dated for the management of the food service operation at (as amended, the "Agreement "); and WHEREAS, the parties acknowledge the need to address volatility in the cost of food commodities; WHEREAS, the parties desire to amend the provisions of the Agreement as follows, effective NOW, THEREFORE, in consideration of the foregoing and of the mutual promises in the Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below. Capitalized terms used but not defined in this Amendment have the meanings ascribed to such terms in the Agreement. 1. Price Adjustment: In accordance with [Paragraph _ of Amendment No. _ to the AgreementJ[Paragraph _ of the Agreement], the parties agree that the price per meal charged to by ARAMARK shall be changed as set forth on Attachment A as a result of [changes in the Consumer Price Index][changes in the Market Basket of Products][mutual agreement of the parties]. This price shall be effective from , 20_ through , 20_. , and shall supersede in all respects the price per meal set forth in Paragraph [_ _] of the Agreement or in any other prior agreements between the parties. 2. Release: The methodology used to determine the price increase above, including the Category Weighting percentages ascribed to each Menu Category, has been reviewed and accepted by the parties. By their execution of this Amendment, each party hereby waives and releases any and all claims it may have based upon or arising out of any such methodology (including the elements thereof) used to calculate the price per meal as set forth in this Amendment, and further agrees not to bring any action, suit or proceeding challenging such methodology or calculation. 3. Except as specifically set forth herein, all other terms and provisions of the Agreement shall remain unaffected by this Amendment and continue in full force and effect IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. _ to be signed by their duly authorized representatives the day and year first written above. ARAMARK Correctional Services, LLC C David Kimmel Vice President Finance 13 Sample Client Statement - Market Basket of Products Calculation XYZ County Exhibit Market Basket Price Redetermination Statement Period Ended Current Month xxth, 2009 CATEGORY Baked Goods Beverage Dairy Grocery Produce Protein TOTAL Current Month CPI Food Away from Home Index Attachment C Greater of Market Basket to Current Month CPI - Food Away from Home XYZ County Exhibit Market Basket Price Redetermination Statement Period Ended Current Month xxth, 2009 CATEGORY Baked Goods Beverage Dairy Grocery Produce Protein TOTAL Current Month CPI Food Away from Home Index Current Month Weighted CPI 1.11% 0.27% -0.63% 1.12% 0.17% 1.49% 3.54% 4.76% 4.76% Menu Category Weighted Weighting Current CPI Month Menu Category Weighting CPI 12.62% 8.83% 5.68% 4.71% 12.51% -5.00% 23.32% 4.80% 17.15% 1.00% 28.73% 5.20% 100.00% 100.00% Greater of Market Basket to Current Month CPI - Food Away from Home XYZ County Exhibit Market Basket Price Redetermination Statement Period Ended Current Month xxth, 2009 CATEGORY Baked Goods Beverage Dairy Grocery Produce Protein TOTAL Current Month CPI Food Away from Home Index Current Month Weighted CPI 1.11% 0.27% -0.63% 1.12% 0.17% 1.49% 3.54% 4.76% 4.76% Menu Category Weighted Weighting CPI % CPI 12.62% 8.83% 1.11% 5.68% 4.71% 0.27% 12.51% 6.00% 0.75% 23.32% 4.80% 1.12% 17.15% 1.00% 0.17% 28.73% 5.20% 1.49% 100.00% 4.92% 4.76% Greater of Market Basket to Current Month CPI - Food Away from Home 4.92% ■ * This category includes all menu items that are not otherwise included in another Menu Category. ARAMARK applies the BLS CPI Food index to the "Grocery" Menu Category for the calculation. The "Food" index encompasses the items in all Menu Categories in addition to food items not used at the facility or facilities covered by this Agreement. 14 .4` oR °® CERTIFICATE OF LIABILITY INSURANCE ) DATE page 1 of 2 05/29/220 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAMF- Willis of Pennsylvania, Inc. c/o 26 Century Blvd. P. O. Box 305191 Nashville, TN 37230 -5191 PHONE FAX - 877- 945 -7378 888 - 467 -2378 E -MAIL certificates@willis.com INSURER(S)AFFORDING COVERAGE NAIC # INSURERA:ACE American Insurance Company 22667 -003 _ INSURED ARAMARK Correctional Services, LLC INSURERB:Indemnity insurance Company of North Amer 43575 -001 INSURERC: X COMMERCIAL GENERAL LIABILITY ARAMARK Corporation its Divisions & Subsidiaries ARAMARK Tower, 1101 Market Street, 30th Floor INSURER D: MED EXP (Any one person) INSURER E: Philadelphia, PA 19107 INSURER F: COVERAGES CERTIFICATE NUMBER: 17935518 REVISION NUMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN R TYPE OF INSURANCE D SUB POLICY NUMBER POLICY EFF POLICY EXP LIMITS A GENERAL LIABILITY y HDOG2552990A 10/1/2011 10/1/2012 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Eaoccurence $Included X COMMERCIAL GENERAL LIABILITY MED EXP (Any one person) $ 5,000 CLAIMS -MADE OCCUR PERSONAL& ADV INJURY $ 1,000,000 • Liquor Law Liability • Vendors Liability GENERALAGGREGATE $None GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OPAGG $None POLICY PRO- LOC JFrT $ A AUTOMOBILE LIABILITY ISAR08690479 10/1/2011 10/1/2012 COMBINED itSINGLE LIMIT $ 1,000,000 X BODILY INJURY(Per person) $ ANYAUTO ALLOWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ HIREDAUTOS NON-OWNED AUTOS Self -insur X Auto Physi e for cal Dama PROPERTYDAMAGE (Per accident) $ X $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I RETENTION $ _ $ A B A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YiN ANY PROPRIETOR/PARTNER/EXECUTIVE IManldatory.nNH)REXCLUDED7 ffff yes, describe under NIA CA & MA WLRC46480880 AOS WLRC46480892 WI SCFC46480909 10/1/2011 10/1/2011 10/1/2011 10/1/2012 10/1/2012 10/1/2012 X H E.L. EACH ACCIDENT $ 11000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS beloW DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (Attach Acord 101, Additonal Remarks Schedule, if more space is required) ARAMARK's General Liability and Auto Liability policies are noncancellable. Workers' Compensation notices of cancellation are in accordance with each state law. Products /Completed Operations and Contractual Liability are included under General Liability. (Continued on next page) ApPROVM AS TO FORM TERESA U: JUDD Assistant City Attorn City of Santa Ana Clerk of the City Council 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 SMID LD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Coll:3745707 Tpl:1316608 Cert:17935518 © 1988- 2010ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 427585 LOC #: ADDITIONAL REMARKS SCHEDULE Page 7 of 2 AGENCY NAMED INSURED ARAMARK Correctional Services, LLC Willis of Pennsylvania, Inc. ARAMARK Corporation Its Divisions & Subsidiaries ARAMARK Tower, 1101 Market Street, 30th Floor POUCYNUMBER See First Page Philadelphia, PA 19107 CARRIER NAIL CODE I EFFECTIVEDATE: See First Page See First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Re: Inmate Commissary and Food Service Agreement - Santa Ana Detention Facility and Code -7 Cafe. The City of Santa Ana, its officers, employees and agents are included as Additional Insureds for General Liability. Above insurance is Primary and Noncontributory to any other insurance as respects the liability arising out of ARAMARK's negligent act or omission. This insurance applies separately to each Insured as required by contract. M'PROVEp 'UToFORM k+a! A L,JV D '� Cityjgtto�ey ACORD 101 (2008101) Coll:3745707 Tpl:1316608 Cert: 17935518 © 2008ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CG 20 10 11 85 Policy Number: HDOG2552990A Policy Effective: 10/1/2011 Insured: ARAMARK Correctional Services, LLC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Additional Insured — Owners, Lessees or Contractors (Form B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Persons or Organization: The City of Santa Ana, its officers, employees and agents (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. APPROVED AS TO poRM ESA DU ` s*tant City At orne y CG 20 10 11 85 Copyright, Insurance Services Office, Inc., 1984 t Is A °® CERTIFICATE OF LIABILITY INSURANCE Page 1 of 2 0i11�20 2' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). Willis of Pennsylvania, Inc. c/o 26 Century Blvd. P. O. Box 305191 Nashville, TN 37230 -5191 ARAMARK Correctional Services, LLC ARAKARK Corporation Its Divisions & Subsidiaries ARAMARK Tower, 1101 Market Street, 30th Floor Philadelphia, PA 19107 PHONE : rstcM . - a I- yon -I In i,A— urn NNn- 4rf / -ZlIN 1 INSURER(S)AFFORDING COVERAGE NAIL# INSURERA: ACE American Insurance Company 22667 -003 INSURERS: Indemnity Insurance Company of North Amer 43575 -001 INSURER C: INSURER E: COVERAGES CERTIFICATE u11MF,FR• 12AC211i-I Dw,clnu unaaaacD- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE D' SUB im POLICY NUMBER POLICY EFF POLICY EXP LIMITS A GENERAL LIABILITY y HDOG27011068 10/1/2012 10/1/2013 EACH OCCURRENCE $ 1,000,000 AMAGE TO RENTED EMLSES Esoccurence $Included X COMMERCIAL GENERAL LIABILITY MED EXP(Any one Person) $ 5 000 CLAIMS -MADE OCCUR PERSONAL& ADV INJURY $ 1,000,000 X Liquor Lbw Liability_ X I Vendors Liability GENERAL AGGREGATE $NOAe GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS- COMPlOPAGG $None POLICY PRO- LOC $ A AUTOMOBILE LIABILTY ISAR08710399 10/1/2012 10/1/2013 COMBIINNEED1SINGLE LIMIT $ 1,000, 000 X BODILY INJURY(Per person) $ ANYAUTO ALLOWNED (SCHEDULED AUTOS ALTOS BODILY INJURY(Psraccident) S HIRED AUTOS Ix AUTOS NON-OWNED (Per PERT nt)AMA $ Self -Insur Auto Physi ad for X S UMBRELLA LIAB OCCUR 1 EACH OCCURRENCE $ AGGREGATE $ EXCESS LUUB CLAIMS -MADE DEC) I I RETENTION$ $ A B A WORKERS COMPENSATION AND EMPLOYERS' LIABILnY ANY PROPRIETOR/PARTNERIEXECUTIVEY� OFFICERIMEMBER EXCLUDED? fAnindaWry in NMI yes. desch)e under DESCRIPTION OF OPERATIONS below NIA I CA & MA /PLRC47121772 ADS NLRC47121784 WI SCFC47121796 0/1/2012 10/1/2012 10/1/2012 10/1/2013 10/1/2013 10/1/2013 TH- X FR E.L. EACH ACCIDENT Is 1,000,000 E.L. DISEASE - EA EMPLOYEE 1$ 1.000,000 E.L DISEASE - POLICY LIMIT I$ 1,000,000 I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach Acord 101, Additional Remarks Schedule, If more space is required) ARAMARR's General Liability and Auto Liability policies are noncancellable. Workers' Compensation notices of cancellation are in accordance with each state law. Products /Completed Operations and Contractual Liability are included under General Liability. (Continued on next page) City of Santa Ana Clerk of the City Council 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATNE C011:3854951 Tpl:1510031 Cert:18468217 ® 1988- 2010ACORD CORPORATION. Ail rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD 1 ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company ACE American Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # HDOG27011068 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702; its officers, employees, agents, volunteers and representatives are included as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective October 1, 2012, this endorsement form as a part of Policy # HDOG27011068 Issued to ARAMARK Correctional Services, LLC Named Insured Countersigned by —; f X/IZ 6 � - AyfVorized Represen ive