CONTRACT 4370 Other CLOSED roU e Jt
FOOD SERVICES AGREEMENT
This Agreement, dated October 15, 2012, is made by and between by the County of Los Angeles,
hereinafter referred to as "COUNTY," and the City of EL SEGUNDO, hereinafter referred to as
"CITY," for the purpose of providing food services to CITY jail facility.
RECITALS
WHEREAS, CITY is desirous of contracting with COUNTY, through its Los Angeles
County Sheriff's Department, hereinafter referred to as "LASD," for food services to be provided
to prisoners of the CITY jail facility; and
WHEREAS, COUNTY and LASD are agreeable to rendering such services on the terms
and conditions hereinafter set forth; and
WHEREAS, such agreements are authorized and provided for by the provisions of Section
56-1/2 and 56-3/4 of the Charter of the County of Los Angeles and Article 1, Chapter 1, Part 2,
Division 1, Title 5 of the Government Code of the State of California.
NOW THEREFORE, in consideration of the mutual covenants contained herein, and for good and
valuable consideration, the parties mutually agree as follows:
1.0 SCOPE OF SERVICES
1.1 COUNTY, through LASD, agrees to provide CITY with pre-packaged prepared
meals for use in the CITY jail facility.
1.2 Meals provided by COUNTY will meet the nutritional and caloric requirements
established by the Food and Nutrition Board of the National Research Council,
Institute of Medicine of the National Academies,the California Daily Food Guide,
and the Dietary Guidelines for Americans, in accordance with the California Code
of Regulations Title 15, at the time of meal delivery to the CITY jail facility.
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1.3 Food preparation and the quality of the provided meals shall comply with the
standards set forth in the Health and Safety Code, Division 104, Part 7, Chapter 4,
Articles 1-8, at the time of delivery to the CITY jail facility.
1.4 LASD shall deliver the prepared meals to CITY as set forth in Attachment "A".
For any changes in the number of meals requested and/or the delivery days and
times set forth on Attachment "A", CITY shall submit a request to COUNTY in
writing not less than twenty-one (21)days prior to the date of the requested change
in the food service. The written requests shall set forth the effective date of the
requested change and the specific change to number of meals and/or delivery date
and/or delivery time. The written request shall also be signed by a representative
of CITY, who is duly authorized to enter into such agreement. The written
requests shall be submitted to COUNTY as follows:
Los Angeles County Sheriffs Department
Attn: Food Services Unit
450 Bauchet Street, Room E815
Los Angeles, California 90012
Upon approval by COUNTY of the requested change, Attachment "A" will be
amended pursuant to Section 8.0 of this Agreement to reflect such change.
1.5 LASD shall be responsible for the transportation of the prepared meals to the CITY
jail facility. LASD shall deliver the meals as set forth in Attachment "A" to a
pre-designated, mutually agreed upon food storage location. Thereafter, it is the
responsibility of CITY to serve the meals and provide any necessary clean-up.
1.6 LASD shall provide CITY with a monthly menu not less than one (1)week prior to
the beginning of the following month. Menus are subject to change due to the
availability from the vendors; therefore, LASD reserves the right to make such
changes as necessary.
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2.0 ADMINISTRATION OF COUNTY PERSONNEL
2.1 The rendition of the services performed by COUNTY, through LASD, the
standards of performance, the discipline of officers and civilian employees, and
other matters incident to the performance of such services and the control of
personnel so employed shall remain with COUNTY and the Sheriff of Los Angeles
County. COUNTY shall pay all wages, salaries, worker's compensation, and
other amounts due its employees in connection with this Agreement and shall be
responsible for all reports and obligations respecting them.
2.2 With regards to Section 2.1, COUNTY, in an unresolved dispute, shall have final
and conclusive determination as between the parties hereto.
3.0 INDEMNIFICATION AND INSURANCE
3.1 CITY shall indemnify, defend, and hold harmless the COUNTY, its Special
Districts, elected and appointed officers, employees, and agents from and against
any and all liability, including but not limited to demands, claims, actions, fees,
costs, and expenses(including reasonable attorney and expert witness fees), arising
from or connected with the CITY's acts and/or omissions arising from and/or
relating to this Agreement.
3.2 COUNTY shall indemnify, defend, and hold harmless the CITY, its elected and
appointed officers, employees, and agents from and against any and all liability,
including but not limited to demands, claims, actions, fees, costs, and expenses
(including reasonable attorney and expert witness fees), arising from or connected
with the COUNTY's acts and/or omissions arising from and/or relating to this
Agreement.
3.3 COUNTY shall provide to CITY a certificate of self- insurance certifying that it is
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self-insured for general liability, automobile liability, and workers' compensation
liability.
4.0 BILLING RATES
4.1 For and in consideration of the rendition of the food services to be performed by
COUNTY under this Agreement, CITY shall pay COUNTY for said services
according to the rates set forth in the Food Services - City Contract Rates, attached
hereto as Attachment`B".
4.2 Fees charged for the meals shall be based on the recovery of ingredient costs,
mileage costs, labor costs, and other relevant costs prevailing at the time of the
execution of this Agreement.
4.3 In the event that the costs for providing the services, as determined by the County's
Auditor-Controller, change or the performance requirements under this Agreement
change during the Initial Term or during any extension(s) thereto, then COUNTY
shall have the right to adjust the rates and costs set forth in Attachment`BA",Food
Services - City Contract Rates . COUNTY shall notify CITY of any rate or cost
modifications, and an Amendment to this Agreement shall be executed pursuant to
Section 8.0 of this Agreement.
5.0 PAYMENT PROCEDURES
5.1 COUNTY,through LASD, shall render to said CITY within ten(10) days after the
close of each calendar month a summarized invoice which covers all services
performed during said month, and said CITY shall pay COUNTY therefore within
forty-five (45) days after date of said invoice.
5.2 If such payment is not delivered to the COUNTY office which is described on said
invoice within forty-five (45) days after the date of the invoice, COUNTY is
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entitled to recover interest thereon.
5.3 Said interest shall be at the rate of ten percent (10%) per annum or any portion
thereof calculated from the last day of the month in which the services were
performed.
6.0 TERM OF AGREEMENT
6.1 The Initial Term of this Agreement shall be two(2)years from the date of execution
by both parties, unless sooner terminated or extended, in whole or in part, as
provided in this Agreement. The date of execution shall be entered on the title
page of this Agreement.
6.2 This Agreement may be extended beyond the Initial Term,upon the mutual consent
of the parties. Such extensions shall be on a year-to-year basis for a period of up to
three (3) additional years. The total term of this Agreement, including the Initial
Term and all extensions, shall not exceed a total of five (5) years.
7.0 RIGHT OF TERMINATION
7.1 Either party may terminate this Agreement with or without cause by giving not less
than sixty(60) days advance written notice to the other party.
7.2 In the event of the termination,each party shall fully discharge all obligations owed
to the other party accruing prior to the date of termination, and each party shall be
released from all obligations which would otherwise accrue subsequent to the date
of termination.
7.3 Notwithstanding the foregoing, COUNTY may cancel the provision of service at
any time, in the event of exigent circumstances, if the Sheriff concludes that there
are insufficient personnel to provide the agreed upon services and still perform
other Sheriffs duties as required by law. In the event of such a circumstance,
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COUNTY will provide at least ten (10) days notice of its inability unless
circumstances preclude them, as a practical matter, from giving at least ten (10)
days notice, in which event the COUNTY shall provide such notice of less than ten
(10) days as is feasible and practical under the circumstances.
8.0 AMENDMENTS
All changes, modifications, or amendments to this Agreement must be in the form of a
written Amendment duly executed by authorized personnel of COUNTY and CITY.
9.0 ASSIGNMENT,DELEGATION,AND SUBCONTRACTING
A party shall not assign its rights and/or subcontract,or otherwise delegate,its duties under
this Agreement, either in whole or in part, without the prior written consent of the other
party, and any attempted assignment or delegation without such consent shall be null and
void.
10.0 AUTHORIZATION WARRANTY
CITY represents and warrants that the person executing this Agreement for CITY is an
authorized agent who has actual authority to bind the CITY to each and every term,
condition herein.
11.0 INDEPENDENT CONTRACTOR STATUS
This Agreement is between COUNTY and CITY and is not intended, and shall not be
construed to create the relationship of employee, agent, servant,partnership,joint venture,
or association, as between COUNTY and CITY. The employees and agents of one party
shall not be construed to be employees and agents of the other party.
12.0 GOVERNING LAW,JURISDICTION, AND VENUE
This Agreement shall be governed by, and construed in accordance with, the laws of the
State of California. The parties agree and consent to the exclusive jurisdiction of the
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courts of the State of California for all purposes regarding this Agreement and further agree
and consent that venue of any action brought hereunder shall be exclusively in the County
of Los Angeles.
13.0 NOTICES
Unless otherwise specified herein,all notices or demands required or permitted to be given
or made under this Agreement shall be in writing and shall be hand delivered with signed
receipt or mailed by first class registered or certified mail, postage prepaid, addressed to
the parties at the following addresses and to the attention of the person named. Addresses
and persons to be notified may be changed by either party by giving ten(10)calendar days
prior written notice thereof to the other party.
Notices to COUNTY shall be addressed as follows:
Los Angeles County Sheriffs Department
Food Services Unit
Attn: Unit Commander
450 Bauchet Street, Room E815
Los Angeles, California 90012
Tel No. 213-893-5099
Fax.No. 213-680-1335
Notices to CITY shall be addressed as follows:
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14.0 VALIDITY
If any provision of this Agreement or the application thereof to any person or circumstance
is held invalid, the remainder of this Agreement and the application of such provision to
other persons or circumstances shall not be affected thereby.
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15.0 WAIVER 4370 .
No waiver by the parties of any breach of any provision of this Agreement shall constitute
a waiver of any other breach or of such provision. Failure of the parties to enforce at any
time, or from time to time, any provision of this Agreement shall not be construed as a
waiver thereof.
16.0 ENTIRE AGREEMENT
This Agreement, and any Attachments thereto, constitute the complete and exclusive
statement of understanding between the parties which supersedes all previous agreements,
written'or oral, and all communications between the parties relating the subject matter
hereof. No change to this Agreement shall be valid unless prepared pursuant to Section
8.0, Amendments, of this Agreement and signed by both parties.
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4370 .
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FOOD SERVICES AGREEMENT
IN WITNESS WHEREOF,the Los Angeles County Board of Supervisors has caused this
Agreement to be subscribed on its behalf by the Sheriff of the County of Los Angeles, and CITY
has caused this Agreement to be subscribed on its behalf by its duly authorized representative.
Los Angeles County Sheriff's Department
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Sheriff �.�...
APPROVED AS TO FORM:
John F. Kratti
Ofice of the County Counsel
Deputy Q6t, ity Counsel
City of El Segundo
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(31- al-11em ter
Ctty Manager
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City of EI Segundo
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ATTACHMENT A
CITY OF EL SEGUNDO
FOOD SERVICES ORDER
EFFECTIVE DATE:
DELIVERY DAYS:
DELIVERY HOURS: BETWEEN HOURS AND HOURS
NUMBER OF MEALS:
(ex.: 120 PER DELIVERY DAY(40 BREAKFAST, 40 LUNCH, AND 40 DINNER)
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CITY O L SEGUNDO REPRESENTATIVE DATE
LASD FOOD SERVICES REPRESENTATIVE DATE
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ATTACHMENT B
COUNTY OF LOS ANGELES
SHERIFF'S DEPARTMENT
"A tradition of Service"
Since 1850
FOOD SERVICES - CITY CONTRACT RATES
RATES for FOOD SERVICES
FISCAL YEAR 2012-2013
VIII
PER MEAL $2.25
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CLEB:07/01/121no
Attachment 1
FOOD SERVICES AGREEMENT
BETWEEN COUNTY OF LOS ANGELES
AND THE CITY OF EL SEGUNDO
TABLE OF CONTENTS
PARAGRAPH TITLE PAGE
RECITALS.......................................................................................................................... 2
1.0 SCOPE OF SERVICES............................................................................. 2
2.0 ADMINISTRATION OF COUNTY PERSONNEL............................... 4
3.0 INDEMNIFICATION AND INSURANCE...................................»........ 4
4.0 BILLING RATES..................................................................................... 5
5.0 PAYMENT PROCEDURES..................................................................... 5
6.0 TERM OF AGREEMENT........................................................................ 6
7.0 RIGHT OF TERMINATION................................................................... 6
8.0 AMENDMENTS........................................................................................ 7
9.0 ASSIGNMENT, DELEGATION AND SUBCONTRACTING............ 7
10.0 AUTHORIZATION WARRANTY..................... .. ................................ 7
11.0 INDEPENDENT CONTRACTOR STATUS......................................... 7
12.0 GOVERNING LAW,JURISDICTION, AND VENUE........................ 8
13.0 NOTICES................................................................................................... 8
14.0 VALIDITY................................................................................................. 9
15.0 WAIVER.................................................................................................... 9
16.0 ENTIRE AGREEMENT........................................................................... 9
SIGNATURES.................................................................................................................... 10
ATTACHMENT A: FOOD SERVICES ORDER
ATTACHMENT B: FOOD SERVICES- CITY CONTRACT RATES
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