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HomeMy WebLinkAboutARAMARK CORRECTIONAL SERVICES INC.-2017A-2017-077 INSURANCE NOT ON FILE WORK MAY {ICI PROCEED CLERK OF COUNCIL DATE NOV 2 2 2917 } INMATE COMMISSARY AND FOOD SERVICE AGREEMENT THIS AGREEMENT, made grid entered into this 1st day of February 2017 by and between Ri.'Sdl�l�`i7 Aramark Correctional Services, LLC., a Delaware limited liability company, having its i x e j is Na a. -principal place of business located at the ARAMARK Tower, 1101 Market Street, Philadelphia, Pennsylvania 19107 (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 ofl usiness is 20 Civic Center Plaza, Santa Ana, California 92702 (hereinafter "CITY"). RECITALS A. On October 6, 2016, the CITY issued a Request for Proposals (RFP 1116-128) for Food Service and Inmate Commissary Management, Two vendors responded to the RFP. Aramark Correctional Services was the most responsive, capable, and cost effective respondent. B. The CIIY now desires to enter into a new agreement granting 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"). C. 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. D. In undertaking the perfrrmance of this Agreement, ARAMARK represents that it is knowledgeable in its field and that any food services provided by ARAAIARK 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: I. SCOPE OF SERVICES ARAMARK shall operate the Santa Ana Detention Facility commissary, perform inmate meal preparation, and operate the Code-7 Caf6, as those services are set forth in the CIT'Y's Request for Proposals (RFP #16-128) and ARAMARK's Technical Proposal for Food Scrvlce Management dated November 14, 2016, 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 Sail Administrator, and incorporated by reference to this Agreement. The CITY shall at its expense provide ARAMARK with adequate preparation kitchen facilities at the Facility completcly equipped and ready to operate, together with such heat, re,fiigoration 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 maybe 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 equipmentand 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 COREo 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 casts 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 inmate meal served pursuant to this Agreement, a per meal price as specified in Exhibit B, which excludes sales tax. The total payment by the CITY to ARAMARK for services for the total three year period is not to exceed $1,460,016, which includes a $190,437 contingency to be used at the CITY's sole discretion. The price quoted herein applies for the period of February 1, 2017 through January 31, 2020, unless otherwise provided by this Agreement. The per meal price may be adjusted 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 I 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 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 fiuits 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.bls.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 increasemorethan 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 (I st) day of such 12-month. period. d. 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 4. Staff Cafe sales report. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing meals ordercd/served, subject to City accounting procedures, Payment shall be sent to the address listed on the invoice. 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 ofARAMARK'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 includin , 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) plus 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 die 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 she 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 Agreemcnt shall be open to inspection and audit of 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 #16-128 and A.RAMARK's Proposal, dated November 14, 2016. 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, 2017 and terminate on January 31, 2020 unless terminated earlier in accordance with Exhibit A or Section 12, below. 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. S. 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. ARAMAM 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. The amounts of insurance shall be 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, and employees 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, Any insurance coverage (additional insured or otherwise) that ARAMARK provides for the Additional Insureds shall only cover insured liability assumed by ARAMARK in this Agreement; such insurance coverage shall not otherwise cover liability in connection with or arising out of the wrongful or negligent acts or omissions of the Additional Insureds. 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 mid maintain any employer's liability insurance with limits of $1,000,000 per accident. c. 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 Agreement and shall be approved in form by the City Attorney, 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. Notice of cancellation of any insurance policies required herein shall be subject to ACORD 25 Certificate of Liability standards, and will be delivered, as applicable, in accordance with policy provisions. 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 thud 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. 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 telefsesimile: (714) 647-6956 With courtesy copies to: and Chief of Police City of Santa Ana 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 tune 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 #16-128 and ARAMARK's proposal dated November 14, 2016, 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 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, wlrich 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 ninety (90) 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. DISC7RIMINATION 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 tern 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; changes to wage and/or benefit rates pursuant to any federal, state or local law or regulation or determination by a governmental entity; increases in food, fuel, equipment, utilities and supply costs; Federal, State and local sales, and othertaxes 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 terns of this Agreement, and shall indemnify CITY fully, including reasonable costs and attomey'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. Lo 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; MAR.IA D. ffUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By T— Tam aj ogosran Assistant City Attorney RECOMMENDED FOR APPROVAL: `' -- B alentin Acting Chief of Police 11 rAVItr'ZI Oi.YWW tit RAUL GODINE — City Manager ARAMARI£ CORRECTIONAL SERVICES, LLC MARK ADAMS Vice President, Finance Tax ID# J�I'yi ARAMARK shall provide commissaty service and inmate food service for the Santa Ana Detention Facility as set forth in City's Request for Proposals 416-128, and ARAMARK's Proposal dated November 1.4, 2016. 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 2 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 1 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 ahigh 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 shall be agreed by the parties. ARAMARK will provide aFresh Favorites program, allowing inmates of the Santa AnaDetention 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 City of Santa Ana, California Average Number Of Meals Served* Price Per Meal February 1, 2017 - January 31, 2018 (Price does not include Tax) February 1, 2018 - January 31, 2019 (Price does not include Tax and/or annual CPI) February 1, 2 119 - January 31, 2020 (Price does not include Tax and/or annual CP 1 99 $2.880 $2.940 $3.000 100 199 $2.880 $2.940 $3.000 200 299 $2.390 $2.449 $2.510 300 399 $2.390 $2.449 $2.510 400 Above $2.260 $2.319 $2.380 *The total number of inmate meals served per seven day week is divided by (21) in order to determine the price point on the sliding scale. 13 P'ORMOPAMENDMBNT POR IMPLEMENTING AMNEET BASKET INCREASES Attachment H Amendment No. to Operating Agreement THIS AMENDMENT NO. _ (the "Amendment"), is entered into this day of 20 by and between . with offices at Cl— "), 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"); WHEREAS, the parties acknowledge the need to address volatility in the cost of food commodities; and 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 protniscs 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 terns 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 Attac ent A as a result of [changes to the Consumer Prlee Index][changesinthe MarketBaskktofProducts][niutualagreementoftheparttes], This price shall be effective from . 20— through 20_, , and shall supersede in all respects the price per meal set forth in Paragraph [__j 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 patty hereby waives and releasea 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 meet 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 I._ __ _ . I By: By: David Kimmel Vice President Finance 14 ttac ment C Sample Client Statement - Market Basket of Products Calculation Baked Goods Beverage Dairy Grocery Produce Protein TOTAL kyz County Exhibit Market Basket Price Redetermination Statement Period Ended Current Month xxth, 2009 W. ; W-dgh&N CPI olo CPI o10 12.62% 8.83% 1.11% 5.68% 4.71% 0.27% 12.51% -5.00% -0.63% 23.32% 4.80% 1.12% 17.15% 1.000/0 0.17% 28.73% 5.20% 1.49%0 100.00% 3.54% XYZ County Exhibit Market Basket Price Redetermination Period-r Current Month xxth, 2009 4.76% Current Month Menu Category Weighted CATCGSJIgY i= ahft CPI olo Q Baked Goods 12.62% 8.83% 1A1% Beverage 5.68% 4.71%0 0.27% Dairy 12.91% 6,00% 0.75% Grocery * 23.32% 4.80% 1.12% Produce 17.15% 1.00% 0.17% Protein 28.73% 5.20% 1.49% TOTAL. 100.00% 4.92010 Current Month CPI Foos! Away from douse Index 4.76% Greater of Market Basket to Current Month CPI - Food Away from Home 4.920/a ® ' 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. 15 Page 1 of 2 AC40REP CERTIFICATE OF LIABILITY INSURANCE 09/15/2018 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, 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 NAME: Willis of Pennsylvania, Inc. PHONE FAX 1-877-945-7378 = NI, 1-888-467-2378 c/o 26 Century Blvd E-MAIL cartificatas@willia.com ADDRESS: P.O. Box 305191 INSURERS AFFORDING COVERAGE NAICs Nashville, TN 372305191 USA INSURERA: ACE American Insurance Company 22667 INSURED INSURERS: Indemnity Insurance Company of North Ameri 43575 Aramark Correctional Service., ILC Aramark 6ervices, Imm. Its Divisicns 6 Subsidiaries INSURER c: INSURER D: Aramark Tower 1101 Market Street, 30th Fl. Philadelphia, PA 19107 US A INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: W751340B REVISION NUMBER: 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 LTR TYPE OF INSURANCE ADDL SUBR POLICPOLICYNUMBER MMIDDYEFF POLIMMMD EXP LIMITS X COMMERCIAL GENERAL LIABILITY RRENCE $ 1,000,000 CLAIMS -MADE � OCCUR RENTED Ea occurrence $ Included X n one arson) $ 5,000 A Liquor Liability X vendors Liability y BUD G71208527 10/01/2018 10/01/2019ADV INJURY RGENEZAGGRE�TE $ 1,000,000 GENL AGGREGATE LIMIT APPLIES PER: GREGATE $ Unlimited POLICY PRO-LOC -COMP/OP AGO $ Unlimited $ OTHER: AUTOMOBILELIABILITV COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per parson) $ ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS ISA H2526SO76 10/01/2018 10/01/2019 IX BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DEO I I RETENTION$ $ B WORKERS COMPENSATION AND EMPLOYYIN ERS'LIABILfrY ANYPROPRIETORJPARTNEWEXECUTIVE OFFICERIMEMBEREXCLUDED7 (Mandatory in NH) N/A WLR C65227113 10/01/2018 10/01/2019 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOY $ 1,000,000 K yes, descdbe und.r DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT 1,000,000 $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, AddiKonal Remarks Schedule, may be a8zched If more space Is required) General Liability and Auto Liability policies are noncancellable. Workers Compensation notice of cancellation is in accordance with each state law. Products/Completed Operations and Contractual Liability are included under General Liability. Self -Insured for Auto Physical Damage. Re: Inmate Commissary and Food Services - Santa Ana Detention Facility and Code-7 Cafe CERTIFICATE HOLDER CANCELLATION / SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN A' ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana Attn: Clerk of the City Coun 1 AUTHORL:EDREPRESENTATVE 20 Civic Center Place (M-30 Santa Ana, CA 92702 01988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD S. To: 16736125 BATCH: 868310 AGENCY CUSTOMER ID: LOC #: A � ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis of Pennsylvania, Inc. Aramark Correctional Services, LLC Aramark Services, Inc. Its Divisions 6 Subsidiaries Aramark Toxer POLICY NUMBER See Page 1 1101 Market Street, 30th F1. Philadelphia, PA 19107 USA CARRIER NAIC CODE See Page 1 Be. Page 1 EFFECTIVE DATE: See Page 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance The City of Santa Ana, its officers, employees, agents, volunteers and representatives are included as Additional Insured per policy terms 6 conditions. Above insurance is primary and noncontributory to any other insurance as respects liability arising out of Aramark's negligent act or omission. Insurance applies separately to each Insured as required by contract. The ACORD name and logo are registered marks of ACORD SR ID: 16736125 BATCH: 868310 CERT: W7513408 ^ Page 1 of 2 T � DATE (MMIDD/YYYY) ACCPIzo CERTIFICATE OF LIABILITY INSURANCE 09/26/2019 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, 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 Willis Towers Watson Certificate Center NAhM1E; _ Willis of Pennsylvania, Inc. prypryE - - - FAX 1-877-945-7378 1-888-467-2378 c/o 26 Century Blvd (AIC. Na, Ext): _ _ _ (A/C, Npj_ _ P.O. Box 305191 E-MAIL certificates.QWillis.com - Nashville, TN 372305191 USA INSURER(S) AFFORDING COVERAGE NAIC# INSURERA: ACE American Insurance Company i 22667 INSURED Aramark Correctional Services, LLC Aramark Services, Inc, Its Divisions 6 Subsidiaries Global Risk Management, 6th Floor 2400 Market Street Philadelphia, PA 19103 INSURER B: Indemnity Insurance Company of North Ameri` INSURER C : I INSURER E rnvGDArrcc f C17 YICIr ATF All IMRFR• W13100895 RFVICInN NIIMRFR• 43575 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 ADDLSUBR EFF EXP POLICY NUMBER IPOLDI pY TYPE OF INSURANCE IptpLDltp/ LIMITS LTR1YYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 FX1 DAMAGE TO RENTED Included CLAIMS -MADE OCCUR PREMIS�Ss�s gecurrpnce) S A X Liquor Liability Y HDO G71571087 110/01/2019 10/01/2020 MED EXP (Any one person) PERSONAL &AUVINJURY GENERAL AGG_R_E_G_A_Y_E S 5,000 X Vendors Liability S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: $ Unlimited $ Unlimited PRO- T POLICY I _ J JECT CI LOC PRODUCTS -COMP/OP AG[$ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 _ BODILY INJURY (Per person) $ X ANY AUTO A OWNED SCHEDULED ISA H25300671 10/01/2019 10/01/2020 $ BODILY INJURY (Per accident) AUTOS ONLY AUTOS • HIRED NON -OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (I'm acnidgpl) . $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS -MADE AGGREGATE $ $ QED I RFTLNTIONS WORKERS COMPENSATION X PEA OTH- TU E R AND EMPLOYERS' LIABILITY YIN 1,000,000 B ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED7 G NIA WLR C66040549 10/01/2019 10/01/2020 1,000,000 (Mandatory In NH) E.L. DISEASE - EA EMPLOYE $ S 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below F,L DISEASE -POLICY LIMIT I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attachod if more space is roquirod) General Liability and Auto Liability policies are non -cancellable. Workers' Compensation notices of cancellation are in accordance with each state law. Products/Completed Operations and Contractual Liability are included under General Liability. Self -Insured for Auto Physical Damage. Re: Inmate Commissary and Food Services - Santa Ana Detention Facility and Code-7 Cafe r-111Wnrunr-r-k 2__AJ1Q -�.-�. �.... �.-..... .-�.-. Y�rta1.+Y11 ATL^kl Em City of Santa Ana Attn: Risk Management Division RANCINE R. VILLAREAL 20 Civic Center Plaza, 4th floor Santa Ana, CA 92702 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 REPRESENTATIVE © 1988-2016 AUORD UORPURA I IUN. All rlgnts reserves. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SR m: 18583480 aATCE: 1385251 AGENCY CUSTOMER ID: LOC #: ACaRL7� AIIIIITIIC)MAI REMARKS _gnwi m F Page 2 of 2 AGENCY NAMED INSURED Willis of Pennsylvania, Inc. Aramark Correctional Services, LLC Aramark Services, Inc. Its Divisions & Subsidiaries POLICY NUMBER Global Risk Management, 6th Floor See Page 1 2400 Market Street -- Philadelphia, PA 19103 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 4DDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance The City of Santa Ana, its officers, employees, agents, volunteers and representatives are included as Additional Insured per policy terms & conditions. Above insurance is primary and noncontributory to any other insurance as respects liability arising out of Aramark's negligent act or omission, Insurance applies separately to each Insured as required by contract. REVIEWED & APPROVED By RISC MANAGEMENT DIVISION p 49 19 FRANCINE R, VILLAREA ACORD 101 (2008/01) U LUUS AGUKU L UKVUKA I IUN. All ngm5 ru5erveu. The ACORD name and logo are registered marks of ACORD SR ID: 18583480 BATCH: 1385251 CERT: W13100895