HomeMy WebLinkAbout2009/03/17 Item 6
CITY COUNCIL
AGENDA STATEMENT
~(~ CITY OF
..... ... ~~ CHULA VISTA
03/17/2009
Item~
ITEM TITLE:
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA ACCEPTING PROPOSALS, AWARDING
THE FOOD PREPARA.TION AI'ID DELIVERY SERVICES
AGREEMENT TO ARAMARK CORRECTIONAL
SERVICES, LLC A1~l) AUTHORIZING THE MAYOR TO
EXECUTE SAID AGREEMENT
CHIEF OF POLIC~
CITY MA..NAGER ~
r 4/5THS VOTE: YES X NO
SUBMITTED BY:
REVIEWED BY:
SUMMARY
The Police Department, with the assistance of the Purchasing Division, has completed the
evaluation of proposals received for Food Preparation and Delivery Services (RFP 04-
08/09) for the Chula Vista Police Department City Jail. Adoption of the resolution
accepts proposals, awards the agreement to Ararnark Correctional Services, LLC and
authorizes the Mayor to execute the agreement.
ENVIRONMENTAL REVIEW
This proposed activity has been reviewed for compliance ",ith the California
Environmental Quality Act (CEQA) and it has been determined that the activity is not a
"Project" as defined under Section 15378 of the State CEQA Guidelines because it ",ill
not result in a physical change in the environment; therefore, pursuant to Section
15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. Thus, no
environmental review is necessary.
RECOl\1MENDATION
Council adopt the resolution.
BOARDS/COlVThfiSSION RECOl\1ME:NDATION
Not applicable.
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03/17/2009, Item-12-
Page 2 of 4
DISCUSSION
Pursuant to Section 2.56 of the Chula Vista Municipal Code, a Request for Proposal
(RFP) was issued for food preparation and delivery services to the Police Department
City Jail. The RFP outlined the purpose, period of coverage, response instructions,
minimum qualifications, scope of services and general terms/conditions. On September
26, 2008, a public notice was advertised in the Star News regarding this request for
proposal, and advertised electronically at www.planetbids.com with a proposal submittal
deadline of October 10,2008.
Additionally, six companies in the food preparation and delivery business that potentially
qualify for the requested services were contacted, and three companies expressed interest.
Only two companies, Peartrees Catering, Inc. and Aramark Correctional Services, LLC
responded to the RFP by submitting proposals.
Two pre-bid meetings were held on September nnd and 29th, 2008, at the Chula Vista
Police Department. Only Aramark Correctional Services, LLC attended the pre-bid
meetings. These pre-bid meetings were held to ensure potential vendors had all of the
correct information to make an informed decision when submitting a proposal.
The qualification and selection process involved a thorough proposal review to determine
if the proposal conforms to the solicitation and if the proposal is considered to be in the
best interest of the City, with price, experience and service delivery being considered.
Based on this evaluation, the Police Department recommends awarding Aramark
Correctional Services, LLC for the food preparation and delivery services to the Police
Department City Jail. The proposal from Aramark Correctional Services, LCC offered
substantially reduced meal costs. Additionally, Aramark Correctional Services, LLC has.
over 30 years of experience in the food preparation and delivery business, and all
responses complied with the scopes of services outlined in the RFP. Aramark
Correctional Services, LLC currently provides food services at 11 other City Jails in the
Los Angeles region.
In addition, Aramark Correctional Services, LLC currently manages over 500
correctional facilities across the country. Aramark Correctional Services, LLC maintains
memberships in:
American Correctional Association
American Jail Association
National Sheriff s Association
American Correctional Food Service Association
National Juvenile Detention Association
On December 11, 2008, a notice of intent to award was sent to Aramark Correctional
Services, LLC.
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03/17/2009, Item~
Page 3 of 4
This food preparation and delivery services agreement covers a two-year period
beginning approximately March 23rd, 2009 through March 23rd, 2011 and may be
extended, by mutual consent, for five additional one-year periods.
Aramark Correctional Services, LLC ""ill provide prepackaged inmate meals to the Chula
Vista City Jail three times a week (or as needed). Aramark ""ill provide the City Jail with
a freezer and portable oven at no cost. All hot meals will be heated by Jail Staff. Each
meal will be prepared to the standards of the Chula Vista City Jail, as well as the
standards of the Food and Nutrition Board and Titles 15 and 24 of the California Code of
Regulations.
CONTRACT COMPARISONS
The price difference between both food vendors is significant. Peartrees Catering, Inc.
proposed continuing their existing contract ""ith the City by delivering meals three times
a week (a reduction from the daily delivery process). Peartrees Catering, Inc. bid reflects
.. . .
new pncmg mcreases.
Aramark Correctional Services, LLC proposed delivering less frequently based on a jail
inmate average count and provide frozen meals to be cooked and refrigerated meals to be
served cold. The frozen meal would be cooked by jail staff, once a day at dinner time.
Breakfast and lunch would be served cold from the refrigerator.
While the City and Peartrees Catering, Inc. have a good standing business relationship,
the City cannot overlook the substantial savings by contracting ""ith Aramark
Correctional Services, LLC. Table 1 demonstrates that by using Aramark Correctional.
Services, LLC, the total daily cost of food per prisoner is cut in half.
Breakfast
Lunch
Dinner
Drinks
Fruir
Total Daily per
Prisoner
$2.73
$2.73
$2.73
Included in Price
Included in Price
$15.20
$8.19
1 Milk or fruit juice, served with each meal
1 Served with Lunch
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03/17/2009, ftem~
Page 4 of 4
DECISION MAKER CONFLICT
Staff has reviewed the property holdings of the City Council and has found a conflict
exists, in that Council Member Steve Castaneda has property holdings within 500 feet of
the boundaries of the property which is the subject of this action.
FISCAL IMPACT
Costs for food preparation and delivery services to the Police Department Holding
Facility are already included in the Police Department's budget. Therefore, there is no
additional fiscal impact to the General Fund by awarding this agreement.
The total value of this contract will be approximately $220,000 for the first two years of
the contract, depending upon the number of prisoners held at the Chula Vista City Jail
during this period.
In 2007, approximately 13,350 breakfasts, lunches and dinners were served at the Chula
Vista City Jail for an estimated annual total of 40,050 meals. Based upon the RFP
submissions, by using Aramark Correctional Services, LLC, the City Jail will save
approximately $93,584 each year in anticipated food costs (see Table 2 below).
Table 2
I Breakfast $40,050 $2.73 $36,446
Lunch $43,388 $2.73 $36,446
Dinner $86,775 $2.73 $36,446
Drinks' $24,030 Included in N/A
Price
Fruit 13,350 $0.65 $8,678 Included in N/A
Price
Total Dail $15.20 $202,921 $8.19 $109,337
AJl food prices include all utensils, preparation and delivery to the City Jail. Food is
served every day throughout the year. As part of the contract, .Auamark is including two
freezers and a heating oven, which will become the property of the City of Chula Vista
after the end of the original two year agreement.
ATTACHMENTS
Agreement \Vith Aramark Correctional Services, LLC.
Prepared by: Edward Chew, Administrattve Services Manager, Police Department
3 Milk or fruit juice, served with each meal
4 Served with Lunch
6-4
RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CHULA VISTA. ACCEPTING PROPOSALS,
AWARDING THE FOOD PREPARATION AND
DELIVERY SERVICES AGREE1'fENT TO ARAMARK
CORRECTIONAL SERVICES, LLC A1~D
AUTHORlZING THE MAYOR TO EXECUTE SAID
AGREEMENT
'WHEREAS, pursuant to Section 2.56 of the Chula Vista Municipal Code, a
Request for Proposal (RFP) was issued for food preparation and delivery services to the
Police Department Jail; and .
WHEREAS, a public notice was advertised in the Star News regarding this
Request for Proposal on September 26; 2008, and advertised electronically at
www.planetbids.com with a proposal submittal deadline of October 10,2008.; and
WHEREAS, six companies in the food preparation and delivery business that
potentially qualify for the requested services were contacted, and three companies
expressed interest; and
WHEREAS, two companies responded to the RFP by submitting a proposal; and
WHEREAS, the qualification and selection process involved a thorough proposal
review to determine if the proposal conforms to the solicitation and if the proposal is
considered to be in the best interest of the City; and
WHEREAS, the Police Department recommends awarding a contract for food
preparation and delivery services to Aramark Correctional Services, LLC; and
WHEREAS, the contract will be for a two year period and may be extended, by
mutual consent, for five additional one-year periods.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Chula Vista does hereby accept the proposals and approve the food preparation and
delivery services agreement with Aramark Correctional Services, LLC, a copy of which
shall be kept on file in the office of the City Clerk; and staff is authorized to extend the
contract for up to five additional one-year periods.-
6-5
BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista is
hereby authorized to execute the said Agreement on behalf of the City of Chula Vista.
Presented by:
Approved as to form by:
~c ~PFl~~T~
Bart Miesfeld p->t. BCK.,
City Attorney
Richard P. Emerson
Police Chief
6-6
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALL Y SIGNED UPON APPROVAL BY
THE CITY COUNCIL
~ c:~. Pf'(/-;~
Bart C.~e~feld ~
City Attorney
Dated: '3 ~ oj ~ or
Operating Agreement Between
The City of Chula Vista and Aramark Correctional Services, LLC
6-7
OPERATING AGREEl\'IENT
THIS AGREEMENT is made on this !4pnl ' 1_ day of, 2009, by and between
the City of Chula Vista, a municipal corporation having its principal place of business located
at 276 Fourth Avenue, Chula Vista, California 91910, and ARA.l\iL,uu{ Correctional
Services, LLC, a Delaware limited liability company, having its principal place of business
located at the ARAL\IlARK Tower, 1101 Market Street, Philadelphia, Pennsylvania 19107
(" ARA1\1lARK").
RECITALS
WHEREAS, City is a public entity organized and existing pursuant to the Charter
and the Constitution of the State of California.
WHEREAS, City provides prisoners of its jail facility food services and desires to engage
the services of ARAL\I1ARK to render food services to the City's prisoners and staff on the terms
and conditions provided in this Agreement.
WHEREAS, ARA..1\.1.ARK. is duly licensed to provide food services In the State of
California and desires to render such services for the City as provided herein.
WHEREAS, ARAMARK further warrants that it is experienced and capable of
performing the tasks hereunder in a professional and competent manner.
NOW THEREFORE, City hereby engages the services of ARi\1\11i\RK, and III
consideration of the mutual promises herein contained, the parties agree as follows:
I. TERM
1.1. The initial term of this Agreement shall be for a period oftwo (2) years, commencing
on February 1, 2009, and ending on January 31,2011 (the "Initial Term"). By mutual agreement,
the term of this Agreement may be renewed for additional 5 (five) one-year periods, by mutual
written agreement of the parties.
II. SERVICES
2.1. ARAMARK shall provide food service for the prisoners in the Chula Vista jail
facility. A.RAt\llARK agrees to provide nutritious, wholesome, and palatable food in accordance
with this Agreement and consistent with local, state and federal law. A.RA..I\.1..AJU<. shall provide
the meals specified in the menu attached hereto as Exhibit "A," and as may be amended from
time to time. On a weekly basis, City ,vill place an order with ARAMARK for the number of
meals to be delivered by entailing or fa.xing to the ARA..1V1A.R.K Food Service Director based at
the Santa Ana City Jail. ARAMARK shall prepare such meals off-site, and deliver the meals
either frozen or kept in a manner acceptable for transportation, to the jail facility, located in
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Chula Vista, , CA 91910. In the event ARAM.ARK ceases for any reason to be able to prepare
meals at the Santa Ana City Jail, AR..A1VLARK shall notify City of the alternate site at which
meals provided to the City hereunder will be prepared.
2.2. Prior to shipment of the meals, A.RAJ.VLARK staff shall inspect the meals for quality.
Upon acceptance, City shall inspect the meals for quality. If upon inspection any meal is
unacceptable for any reason, City will not be charged for such meal.
2.3. A.RAJ.\I1ARK shall not make changes in the job scope or perform any additional work
or provide any additional material except as set forth herein without first obtaining written
authorization from City for such additional work or materials. Additional labor or materials
provided without written authorization shall be done at AR..A1\11ARK's risk and withoutpayment.
III. USE OF AGENTS OR ASSISTANTS
3.1. To the extent reasonably necessary to enable i\RluVL'\RK to perform its duties
hereunder, AR.A.1VLARK shall be authorized to engage the services of any agents or assistants
which it may deem proper, and may further employ, engage, or retain the services of such other
persons or legal entity to aid or assist in the proper performance of its duties. All cost of the
services of, or expenses incurred by such agents or assistants shall be chargeable directly to
AR..A1VLARK.
3.2. In the event of a dispute based upon wages due ARANIARK's employees,
AR..A1vlARK shall indemnify, defend and hold harmless at its expense, including the provision of
legal counsel, City, its agents, employees and officers from liability, claims, demands, damages
and costs pertaining to said dispute.
IV. PROJECT MAt'\IAGEMENT
4.1. Both parties shall appoint a project manager who shall meet on an as need basis to
coordinate, review and insure performance by ARANlARK under this Agreement. The project
manager appointed by City will oversee the daily administration of the tasks to be performed by
ARAMARK under this Agreement.
V. FACILITIES
5.1. In the event City facilities are to be utilized in the performance of this Agreement, any
costs chargeable to ARAMARK shall be mutually agreed upon by both parties in advance of the
commencement of work.
VI. FE E
6.1. COLD BREAKFAST
HOT LUNCH
HOT DINNER
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ALL MEALS, BREAKFAST, LUNCH AND DlliNER WILL BE PRICED AT
$2.73 PER MEAL (EXCEPT KOSHER / HALAL MEALS) THESE MEALS
WILL BE PRICED AT $6.25 PER MEAL. Prices are firm from February 1,2009
through January 31,2010.
For services to be rendered under this Agreement, ARA1YfARK shall be entitled to a fee
for actual services performed, of an amount equal to meals ordered. The price includes all costs
incurred by ARAMARK and associated with its performance of this Agreement, including but
not limited to: (1) expenses such as food products, containers with lids, and napkins, (2) all labor
associated with the preparation of meals; (3) transportation of meals; and (4) all overhead cost.
Should City require additional services not included in this Agreement, any such additional
services shall be negotiated and paid separately. The price per meal set forth herein is firm for
the period beginning on February 1, 2009 through January 31,2010. Meal prices for the period
of each subsequent renewal option shall be negotiated prior to the exercise of the option;
however, in the event the parties are unable to agree upon such plice adjustment, the per meal
price shall be adjusted by the percentage increase in the Consumer Price Index, All Urban
Consumers (CPI-I), U.S. City Average, Food Away From Home Index, published by U. So.
Department of Labor comparing the CPI~I for December of the then current year to December of
the immediately preceding year. Any increases exceeding 5% (based upon CPI calculations
desribed above) must be mutually negotiated between the parties.
In addition, ARAM..A..RK. will also provide to the City of Chula Vista, a freezer and oven. It was
observed during the Pre-Bid walk-through, that there was no freezer and the ovens heated to only
200 degrees. Unfortunately, our "hot meals'" need to remain frozen and then heated from a
frozen state. The freezer and oven will become the property of the City of Chula Vista at the end
of the first two (2) years of an agre=ent.
PAYMENT TERMS WILL BE NET THIRTY (30) DAYS.
VII. RULING
7.1. AR..tuYfARK shall submit an itemized billing to the Police Chief or his or her
designee for approval prior to receiving compensation. Billing shall include a summary of total
meals provided during the week and the price of any additional services agreed upon by the
pmiies. City shall remit payment within fifteen (15) days after the invoice date to:
AR..tuYlARK Correctional Services, LLC
P.O. Box 406019
Atlanta, OA 30384-6019
(Pavments onlv shall be sent to this address, all other correspondence shall be sent to the
address set forth in Section XX hereof.) If any invoices are not paid ,vithin twenty-five (25) days
of the invoice date, interest shall be charged on each ill voice at One Hundred Twenty-Five Percent
(125%) ,of the Prime Interest Rate per annum on the unpaid balance (or in the event local law
prohibits the charging of such rate, interest shall be charged at the maxinmm legal rate permitted),
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computed from the invoice date until the date paid. The term "Prime Interest Rate" shall mean the
interest rate published in The Wall Street Journal as the base rate on corporate loans posted by at
least Seventy-Five Percent (75%) of the thirty (30) largest U.S. commercial banks, such rate to be
adjusted on the last day of each ARAMARK accounting period.
The right of AR.A..L'v1i\RK to charge interest for late payment shall not be construed as a
waiver of ARiu\1ARK's right to receive payment of invoices within fifteen (15) days of the invoice
date. In the event that AR.A..L'v1i\RK incurs legal expense in enforcing its right to receive timely
payment of invoices, the County agrees to pay reasonable attorney's fees and other costs.
VIII. AUDIT BY CITY
8.1. ARA1'v1i\RK shall permit City or any authorized representatives of City, at all
reasonable times, access to and the right to examine all records, books, papers or documents
related to ARA1\IL~'s performance under this Agreement including, expenses for sub-
contractors, agents or assistants, direct and indirect charges for work performed and detailed
documentation for all such work performed or to be performed under this Agreement.
IX OWNERSIDP
9.1. Each and every report, draft, work product, map, record, and other document
reproduced, prepared, or caused to be prepared by AR.'\..MARK pursuant to or in connection with
this Agreement shall be the exclusive property of City. ARA1\1ARK shall have the right to keep
copies of all such reports, work product, records and other documents during the tenn of this
Contract and for a period of 3 years following its expiration or. termination and the City shall
permit ARAMARK to access such reports, work product, records and other documents at all
reasonable times during the term of this Contract and for a period of 3 years following its
expiration or termination.
x. CONFIDENTIALITY
10.1. ARAMARK shall not disclose, publish, or authorize others to disclose or publish,
design data, drawings, specifications, reports, or other information pertaining to the projects
assigned to iill...A..!\i1.ARK by City or other information to which AR.A..L\1ARK has had access
during the term of this Agreement without the prior written approval of the City Attorney during
the term of this Agreement and for a period of two (2) years after the termination of this
Agreement.
10.2. Notwithstanding anything herein to the contrary, all financial, statistical, operating
and personnel materials and information, including, but not limited to software, technical
manuals, recipes, menus and meal plans, policy and procedure manuals and computer programs
relative to or utilized in AR.A..L\1ARK's business (collectively, the "ARAMARK ProprietaryiInformation") are and shall remain confidential and the sole property of ARA1\1ARK and
constitute trade secrets of AR.A..L\;L~. The City shall keep all AR.A..L\;L~ Proprietary
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5-11
Information confidential and shall use the ARAMARK Proprietary Information only for the
purpose of fulfilling the terms of this Contract. The City shall not photocopy or otherwise
duplicate any materials containing any ARA.l\1ARK Proprietary Information without the prior
written consent of ARA.l\llARK. Upon the expiration or any termination of this Agreement, all
materials containing any ARA.MARK. Proprietary Information shall be returned to ARA.i\lLARK.
XI. DEFAULTS, TER1VIlNATION OF AGREEj\-IENT
11.1. If either party deems that the other party is in default for failure to perform its duties
under this Agreement, including, with respect to ARAMARK, the failure to supply an adequate
work force, or service of proper quality, or has failed in any other material respect to
satisfactorily perform the services specified in this Agreement, the non-defaulting party may give
written notice to defaulting party specifying the alleged defaults to be remedied within thirty (30)
days and such notice shall set forth the basis for any dissatisfaction and suggest corrective
measures, and;
A. If the defaulting party does not remedy the alleged defaults within thirty (30) days or
commence steps to remedy default to the reasonable satisfaction of the other party, the non-
defaulting party may provide for such service from another source or vendor and the non-
defaulting party may withhold any money due or which may become due to the defaulting party
for such task related to the claimed default; or
B. If after thirty (30) days the party in default has not remedied alleged defaults or
commenced steps to remedy alleged defaults to the reasonable satisfaction of the other party, the
non-defaulting party may elect to terminate this Agreement at expiration of the thirty (30) days.
11.2. Notwithstanding paragraph 11.1, either party may terminate this Agreement at any
time by giving the other party at least ninety (90) day's prior written notice. At such time,
ARA.i\1ARK would be compensated only for that work which has been satisfactorily competed
to the date of termination. No compensation shall be paid for de-mobilization, take-down,
disengagement wind-down or other costs incurred due to termination, of this Agreement
XII. INDEMNITY
12.1. ARAt\1ARK shall indemnify, defend and hold harmless, to the max:irnum extent
permitted by law, City and its officers, agents, employees and representatives, from and against
claims for bodily injury or property damage arising out of ARA.i\1ARK's negligence or willful
misconduct in its performance of the services defined in this Agreement (including performance
by its agents, employees, subcontractors or by anyone AR.A..t\llARK directly employed).
ARA.i\llARK's indemnity obligation shall not include any liability, suits, actions, proceedings,
judgments, or claims arising out of the acts or omissions of the City or its officers, agents,
employees or representatives nor shall A..RAt\1ARK be responsible for any loss or damage
caused by inmates.
12.2. ARA1\1.i~RK's obligation to indemnify; defend and hold harmless shall remain in
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effect and shall be binding upon A.RAL\If.A.RK whether such injury or damage shall be
discovered, after termination of this Agreement provided the acts giving rise to the injury or
damage occurred during the term of this Agreement and are covered by the indemnity in Section
12.1, above.
12.3. The City shall notify ARAMARK. promptly and in writing of any claim for which it
will seek indemnity under this Agreement. In addition, the City agrees not to incur any expense
in connection with such claim without ARALvLA.RK.' s prior consent and agrees to fully cooperate
with ARAMlill.K in its investigation, defense and settlement of any such claim.
12.4. ARAL\IfARK's failure to comply with this section's provisions shall constitute a
material breach upon which City may immediately terminate or suspend this Agreement.
XIII. INSURA1~CE
13.1. Public Liability and Property Damage Insurance
13.1.1. At its own expense, AR.A.MARK shall obtain, pay for and maintain during the life
ofthe Agreement an "occurrence" policy for Commercial General Liability (including
Contractual Liability) and for Automobile Liability which shall protect it and City from claims
for injuries and damages. The policy shall include the City of Glendale, its officers, agents and
employees as additional insureds under the policy in the following amounts:
A. COMMERCLA.L GENERAL LIABILITY INSURAt'1'CE in the amount of One Million
Dollars ($1,000,000) per occurrence for bodily injury and personal injury, including accidental
death, to anyone person; property damage insurance in the amount of One Million Dollars
($1,000,000); and a combined- single limit of insurance in the amount of One Million Dollars
($1,000,000); and
B. AUTOMOBILE LIABILITY INSURANCE endorsed for all vehicles (whether rented,
leased, hired, scheduled, owned or non-owned), in the amount of One Million Dollars
($1,000,000) per occurrence for bodily injury, including accidental death, to anyone person;
property damage insurance in the amount of One Million Dollars ($1,000,000); and a combined
single limit of insurance in the amount of One Million Dollars ($1,000,000).
13.1.2. At all times, the insurance company issuing the policy shall be an "admitted"
insurer in the State of California or shall be listed on the California Department of Insurance's
"List of Eligible Surplus Line Insurers"; shall be domiciled within, and organized under the laws
of, a state of the United States; and shall carry an A.M. Best & Company minimum rating of "A:
VII"
13.1.4. All policies shall contain a "Separation of Insured" clause and a "Primary
Coverage" clause for any loss arising out of or caused by .ARANlARK's performance of the
Agreement. In addition, the policies shall contain a statement of obligation on the insurance
carrier's part to notify City, by registered mail, at least thirty (30) days in advance of any policy
cancellation.
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13.1.5. ARA1\IL~ shall deliver to City a "certificate of insurance" and an "additional
insured endorsement", both documents countersigned by the insurance carrier or its authorized
representative, on forms reasonably satisfactory to the City Attorney, which set forth the above
proVIsIOns.
1.3.1.6. The countersigned certificate, along with the additional insured endorsement,
shall state: "The City of Chula Vista, its officers, agents and employees are added as additional
insureds under this policy to the extent the City of Chula Vista or its officers, agents or
employees are liable for losses caused by the negligent acts or omissions of ARAt~ in its
performance the services defined in this Agreement. This insurance is Primary to the coverage of
the City of Chula Vista for losses arising out of ARAMARl('s negligent acts or omissions in
performing the services defined in this Agreement. The insurance shall apply separately to each
insured. The City will be mailed thirty (30) days advance notice to the City of any policy
cancellation. "
13.1.7. Additionally, the certificate of insurance shall state if any claim has been paid or is
currently pending under the policy, and if so, the amount of the claim(s) and the amount of
liability limits as lowered by the paid or pending claim(s). A.ny deductibles or self-insured
retentions shall be set forth on the certificate and shall be subject to City's review and approval.
15.2. Workers' Compensation Insurance
13 .2.1. At its own expense, ARAM.~ shall obtain, pay for, and maintain for the
duration of the Agreement, complete workers' compensation insurance. AR..AIvL~ shall
provide proof of workers' compensation coverage by delivering to City either an insurance
certificate or a certificate of consent to self-insure. City shall not be responsible for any claims at
law or in equity caused by AR.AIvIARK's failure to comply with this paragraph.
13.2.2. All workers' compensation insurance policies shall bear an endorsement, or shall
attach a rider, which provides that the insurer will notify City, by registered mail, at least thirty
(30) days in advance of the policy's expiration, termination or cancellation.
13.3. ARAt\1ARK's Failure to Obtain, Pay For, or Maintain Insurance
13.3.1. AR..!\.!\IL~ shall deliver to City the required certificate(s) of insurance and
endorsement(s) before City signs this Agreement.
13.3.2. ARA1\1ARK's failure to obtain, pay for, or maintain any required insurance shall
constitute a material breach upon which City may immediately terminate or suspend this
Agreement. In the event of any termination or suspension, City may use the services Clf another
vendor, without City's incurring any liability to ARAt\JIARK.
XIV. WAIVER OR BREACH
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14.1. The waiver of either party of any breach of any provision of this Agreement shall
not operate or be construed as a'waiver of any subsequent breach of that same or any other
provIsIon.
XV. ENTIRE AGREEMENT
15.1 This Agreement supersedes any and all other Agreements, either oral or in writing,
between the parties hereto with respect to the subject matter hereof, and no other Agreement,
statement, or promise relating to the subject matter of this Agreement which is not contained
herein shall be valid or binding.
XVI. ASSIG~1YIENT
16.1. Nothing under this Agreement shall be construed to give any rights or benefits to
any party other than City and AR.!\.t\1ARK. All duties and responsibilities under this Agreement
shall be for the sole and exclusive benefit of City and ARAMI\RK, and not for the benefit of any
other party. ARAMARK shall not assign any right or interest in this Agreement, and shall not
delegate any duty owed, without City's prior written consent, except that ARAtvl'\RK may
assign this Agreement to an affiliate without consent being required. The term "affiliate" means
any corporation or limited liability company controlling, controlled by or under common control
with, ARA.MI\RK.
16.2. In the event the City consents to an assignment or delegation, the assignee, delegate,
or its legal representative shall agree in, writing to personally assume, perform, and be bound by
this Agreement's covenants, conditions, obligations and provisions.
XVII. SUCCESSORS Ai"l) ASSIGNS
17.1. Subject to the provision regarding assignment, this Agreement shall be binding on
the heirs, executors, administrators, successors, and assigns of the respective parties.
, XVIII. ATTOR1~Y'S FEES
18.1. If any action. at law or in equity is brought to enforce or interpret the provisions of
this Agreement, the prevailing party shall be entitled to reasonable attorney's fees in addition to
any other relief to which he, she or it may be entitled.
XIX GOVER1~G LA W
19.1. The validity of this Agreement and of any of its terms or provisions, as well as the
rights and duties of the parties hereunder, shall be governed by the 1avys of the State of
California.
XX. NOTICES
20.1. All notices hereunder must be in writing and, unless otherwise provided herein, shall
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be deemed validly given on the date either personally delivered to the address indicated below;
or on the third (3rd) business day following deposit, postage prepaid, using certified mail, return
receipt requested, in any U.S. Postal mailbox or at any U.S. Post Office; or when sent via
facsimile to a party at the facsimile number set forth below or to such other or further facsimile
number provided in a notice sent under the terms of this paragraph, on the date of transmission of
that facsimile. Should City or ARA1\1i~RK have a change of address; the other party shall
immediately be notified in writing of such change, provided, however, that each address for
notice must include a street address and not merely a post office box. All notices, demands or
requests from. ARAiv[ARJ( to City shall be given to City addressed as follows:
City: City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
Attn: Suzanne Brooks
Tel. No. 619-691-5141
ARA MARK:
ARAivLA.RK Correctional Services, LLC
ARAt\1ARK Tower
11 0 1 Market Street
Philadelphia, P A 19107
Attn: President
Tel. No. 215-238-5991
Fax:. No.
XI. NON-DISCRIMJNATION IN EMPLOYlVIENT
21.1. ARA1\1ARK agrees not to discriminate against any employee or person who is
subject to this Agreement because of race, color, religion, religious belief, national origin,
ancestry, citizenship, age, sex, sexual orientation, marital status, pregnancy, parenthood, medical
condition, or physical or mental disability. Evidence of discrimination shall be sufficient cause
for termination ofthis Agreement
XXII. SEVER~JLITY
22. 1. Should any part, term or provision of this Agreement or any document required
herein to be executed be declared invalid, void or unenforceable, all remaining parts, terms and
provisions hereof shall remain in full force and effect and shall in no way be invalidated,
impaired or affected thereby.
XXIII. RECYCLED PAPER
23 .1. ARAtVLtVUZ shall submit all reports, correspondence, and documents related to the
execution of this Agreement on recycled paper.
XXIV. FORCE i.VIAJEURE
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24.1. Neither party shall be considered in default in the performance of its obligations
hereunder or any of them, if such obligations were prevented or delayed by any cause, existing or,
future beyond the reasonable control of such party which include but are not limited to acts of
God, labor disputes or civil unrest. Any delays beyond the control of either party shall
automatically extend the time schedule as set forth in this Agreement by the period of any such
delay. The City shall assist ARAJ.\IfARK by permitting reasonable variations in AR.A.LV1ARK's
menu cycle and service methods. Additional costs, if any, incurred in providing service in the
event of a Force Majeure shall be borne by the City.
XXV. PRESS RELATIONS
25.1 AR.A.L\1..A.RK shall coordinate with City on any and all press or media releases
relating to the performance of this Agreement,
XXVI. COUNTERPARTS
26.1. This Agreement may be executed in counterparts, each of which shall be an original,
but all of which shall constitute one and the same document. Each of the parties shall sign a
sufficient number of counterparts, so that each party will receive a fully executed original of this
Agreement.
XXVII. RENEGOTIATION
27.1 The financial arrangements in this Agreement are based on conditions existing on the date
AR.A..:tv1ARK commences operations, including, for example, the Facility's inmate population, the
availability of inmate labor, food and supply costs, Federal, State and local sales, and other taxes
and other operation costs, and the manner in which the Index (hereinafter defined) is calculated.
ARAMARIZ has relied on representations regarding existing and future conditions made by the City
in connection with the negotiation and execution of this Agreement. ,In the event of a change in
such conditions or the inaccuracy or breach of, or the failure to fulfill, any representations made by
the City, the financial terms and other obligations assumed by A..RA....lvlA.RK shall be renegotiated on
a mutually agreeable basis to reflect such change, inaccuracy or breach.
l.L~ WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representative of each party on the day and year first written.
City of Chula Vista
State of California
ARAL"-lARK Correctional Services, LLC
By:
~
By:
Name:
Title:
David Kimmel
Vice President, Finance
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