Loading...
HomeMy WebLinkAbout25E - AGREEMENT ARAMARK CORRECTIONAL SERVICES OREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: JANUARY 17, 2012 TITLE: APPROVED ? As Recommended AGREEMENT WITH ARAMARK ? As Amended CORRECTIONAL SERVICES FOR ? Ordinance on 1St Reading DETENTION FACILITY FOOD AND ? Ordinance on 2"d Reading COMMISSARY SERVICE ? Implementing Resolution ? Set Public Hearing For CONTINUED TO L'( FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager and the Clerk of the Council to execute the attached agreement with Aramark Correctional Services to provide inmate food and commissary services in an annual amount not to exceed $1,271,900, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION The existing agreement for the Santa Ana Jail inmate food service program expires in February 2012. This food service program includes daily meals for all inmates, weekly inmate commissary service and operation of the staff cafeteria in the Police Administration facility. As a result, staff prepared a Request for Proposal (RFP 11-047) seeking the most qualified and cost effective food service program. RFPs were sent to four vendors and all four submitted proposals. These proposals were reviewed by City staff for completeness, experience, ability to perform, and pricing. Staff recommends Aramark Correctional Services for inmate food and commissary service and staff cafeteria. Aramark is the current food service contractor, and they have provided a high level of service for the past 15 years. Additionally the cost of each meal will be reduced from $2.20 per meal to $1.94 per meal, an annual savings of approximately $61,475. Additionally, staff recommends Aramark to operate the Inmate Commissary program. Aramark has successfully operated this program in the past and their total commission rate of 55% far exceeded any other proposal that was received. The estimated annual revenue for the commissary program is $228,800. 25E-1 Agreement for Detention Facility Food and Commissary Services January 17, 2012 Page 2 FISCAL IMPACT Funds for the food services program in the amount of $1,271,900 are available in the Police Department, Detention Services fund (account no. 01114475 62300). Funds for the Inmate Commissary program will be paid from the Inmate Commissary Trust Fund (which is derived from inmate deposits.) Commission revenue will be deposited into the Inmate Welfare Recovery account (account no 02314002 57403) and the General Fund Kitchen Rental account (account no 01114002 57461). APPROVED AS TO FUNDS AND ACCOUNTS: Paul M. Walters Francisco Gutierrez Chief of Police Executive Director Police Department Finance & Mgmt. Services Agency 25E-2 INMATE COMMISSARY AND FOOD SERVICE AGREEMENT THIS AGREEMENT, made and entered into this day of , 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. 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. 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 I 25E-3 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. If the parties cannot reach agreement as to a price increase, unit price shall be increased by the yearly percentage change in the CPI, All Urban Consumers, U.S. City Average, Food Away From Home Index, however, the price 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 (1 st) 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 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 weekly 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 in relation to services provided by this Agreement 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 of 55% gross profit 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. ARAMARK shall monthly provide an accounting of commissary operations for the previous month, and shall submit said accounting and a check representing the City's portion of gross profits to the Santa Ana Jail Administrator. 3. TERM This 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. 2 25E-4 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. Public Liability Insurance. ARAMARK shall maintain public liability insurance, including product liability insurance including the CITY, its officers, employees, agents, as additional insured(s) to the extent the City is liable for loss or damage arising out of ARAMARK's negligent or intentional acts in its performance of the services defined in this Agreement. The amounts of insurance shall be single limit coverage applying to bodily injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. ARAMARK shall supply CITY with a fully executed certificate of insurance including the City, its officers, employees, representatives and volunteers as additional insureds, in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Vendor's Protective Liability and Property Damage Insurance in the same minimum coverages as under Public Liability Insurance. c. 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. 3 25E-5 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 Agreement and 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. e. 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, contractors, special counsel, 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 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 by reason of the terms of, or effects arising from 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 4 25E-6 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 With courtesy copies to: 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 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 5 25E-7 To ARAMARK: ARAMARK Correctional Services, LLC. ARAMARK Tower 1101 Market Street Philadelphia, PA 19107 Attn: President 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, County 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 406-151 and ARAMARK's proposal dated November 1, 2006, 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, 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 by the CITY upon thirty (30) days written notice of termination. 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: 6 25E-8 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. 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. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 7 25E-9 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: Teresa L. Judd Assistant City Attorney ARAMARK CORRECTIONAL SERVICES, LLC. MICHAEL MORGIONI Vice President, Finance Tax ID# 8 25E-10 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 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 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 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. 9 25E-11 25E-12 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: I. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, are included as additional insureds ("additional insureds") to the extent the City is liable for loss or damage arising out of ARAMARK's negligent or intentional acts in its performance of the services defined in this Agreement. 2. With respect to claims arising out of the negligent or intentional acts in its performance of the services defined in this Agreement, 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, such additional insureds will be give thirty (30) days' written notice of cancellation or material reduction in coverage below the coverage required herein. Such notice must be given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective , this endorsement form as a part of Policy # Issued to Named Insured Countersigned by Authorized Representative 10 25E-13 I 25E-14