CONTRACT 5557 Other CLOSED Agreement No. 5557
FOOD SERVICES AGREEMENT
BY AND BETWEEN
COUNTY OF LOS ANGELES
AND CITY OF EL SEGUNDO
TABLE OF CONTENTS
SECTION TITLE PAGE
RECITALS................................................................................................................ 1
1.0 SCOPE OF SERVICES............................................................................ 1
2.0 ADMINISTRATION OF COUNTY PERSONNEL............................... 2
3.0 INDEMNIFICATION AND INSURANCE............................................ 3
4.0 BILLING RATES..................................................................................... 3
5.0 PAYMENT PROCEDURES..................................................................... 4
6.0 TERM OF AGREEMENT........................................................................ 4
7.0 RIGHT OF TERMINATION................................................................... 4
8.0 AMENDMENTS........................................................................................ 5
9.0 ASSIGNMENT, DELEGATION AND SUBCONTRACTING............ 5
10.0 AUTHORIZATION WARRANTY......................................................... 5
11.0 INDEPENDENT CONTRACTOR STATUS......................................... 5
12.0 GOVERNING LAW, JURISDICTION, AND VENUE........................ 5
13.0 NOTICES................................................................................................... 5
14.0 VALIDITY................................................................................................. 6
15.0 WAIVER.................................................................................................... 6
16.0 ENTIRE AGREEMENT........................................................................... 6
SIGNATURES............................................................................................................ 7
EXHIBIT A: FOOD SERVICES RATES
Agreement No. 5557
FOOD SERVICES AGREEMENT
This Food Services Agreement ("Agreement") is made and entered into by the County of Los
Angeles ("COUNTY") and the City of El Segundo ("PUBLIC ENTITY") on the dates written
below.
RECITALS
A. WHEREAS, public entities require pre-packaged, prepared meals to feed various
individuals, such as prisoners in their jail facilities and/or juveniles under their care; and
B. WHEREAS,PUBLIC ENTITY is desirous of contracting with COUNTY for the provision
of food services by the Los Angeles County Sheriff's Department ("LASD"), Food
Services Unit ("FSU"); and
C. WHEREAS, such food services will encompass the preparation and delivery of pre-
packaged, prepared meals; and
D. WHEREAS, COUNTY and LASD are agreeable to rendering such food services on the
terms and conditions set forth in this Agreement; and
E. WHEREAS, this Agreement is authorized by Sections 56 1/2 and 56 3/4 of the Charter of
the County of Los Angeles and/or California Government Code Section 51301.
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 pre-packaged, prepared meals to
PUBLIC ENTITY as set forth herein.
1.2 The number of meals and delivery days shall be as mutually agreed upon by LASD
FSU and PUBLIC ENTITY. PUBLIC ENTITY may request meals from LASD
FSU via email or telephone. Requests shall be submitted to LASD FSU via a
COUNTY-provided email address, which contains PUBLIC ENTITY name
(PUBLIC ENTITYNAME@lasd.org) so ordering is specific to PUBLIC ENTITY,
or via telephone call to LASD FSU at 323-526-5558.
1.3 LASD shall be responsible for the delivery of the meals to PUBLIC ENTITY.
LASD FSU will propose the best delivery day to PUBLIC ENTITY, according to
the existing delivery routes, which helps to keep the meal cost to a minimum. The
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Agreement No. 5557
frequency of deliveries will be tailored to the specific need of PUBLIC ENTITY.
Delivery hours will be off-peak hours between 10:00 p.m. and 8:00 a.m., Monday
through Friday. The specific day of delivery is subject to change at the sole
discretion of LASD FSU. If a critical food shortage occurs, PUBLIC ENTITY can
request meals and pick them up at LASD Century Regional Detention Facility.
1.4 Special requests may be accommodated by LASD FSU, in its sole discretion, with
at least twenty-four (24) hours advance notice.
1.5 LASD shall deliver the meals to a pre-designated, mutually agreed upon food
storage location. Thereafter, it is the responsibility of PUBLIC ENTITY to serve
the meals and provide any necessary clean-up.
1.6 At the time of delivery, the meals provided by COUNTY will meet the nutritional
and caloric requirements established by the Food and Nutrition Board of the
National Research Council, the Institute of Medicine of the National Academies,
the California Daily Food Guide, and the Dietary Guidelines for Americans, in
accordance with the Title 15 of the California Code of Regulations.
1.7 At the time of delivery, LASD FSU's food preparation and the quality of the meals
shall comply with the standards set forth in the California Health and Safety Code,
Division 104, Part 7, Chapter 4, Articles 1-8.
1.8 LASD shall provide PUBLIC ENTITY with a monthly menu not less than one (1)
week prior to the beginning of the following month. Menus are subject to change
based upon the availability of food ingredients from vendors; therefore, LASD
reserves the right to make menu changes as necessary.
2.0 ADMINISTRATION OF COUNTY PERSONNEL
2.1 The rendition of the food 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 food 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 regard to Paragraph 2.1 above,COUNTY,in an unresolved dispute,shall have
final and conclusive determination as between the parties hereto.
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Agreement No. 5557
3.0 INDEMNIFICATION AND INSURANCE
3.1 PUBLIC ENTITY shall indemnify, defend, and hold harmless 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 PUBLIC ENTITY's acts and/or omissions arising
from and/or relating to this Agreement.
3.2 COUNTY shall indemnify, defend, and hold harmless PUBLIC ENTITY, 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 COUNTY's acts and/or omissions arising from and/or relating to
this Agreement.
3.3 COUNTY shall provide to PUBLIC ENTITY a certificate of self-insurance
certifying that COUNTY is 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 performed by
COUNTY under this Agreement, PUBLIC ENTITY shall pay COUNTY for said
services according to the billing rates set forth in Exhibit A, Food Services Rates,
of this Agreement.
4.2 Billing rates for the meals shall be based on the recovery of ingredient costs,
mileage costs, labor costs, and other relevant costs.
4.3 The billing rates shall be readjusted by the COUNTY Auditor-Controller annually
effective July 1 of each year to reflect the cost of such food services in accordance
with the policies and procedures for the determination of such rates as adopted by
COUNTY. COUNTY shall notify PUBLIC ENTITY of billing rate changes no
later than May 1 of the current contract year. Any change in billing rates shall be
documented in a written notification from COUNTY to PUBLIC ENTITY. Such
written notification will be in the form of a revised Exhibit A, Food Services Rates,
which shall be signed by authorized representatives of LASD Contract Law
Enforcement Bureau and PUBLIC ENTITY and attached as an Amendment to this
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Agreement No. 5557
Agreement pursuant to Section 8.0, Amendments, of this Agreement.
5.0 PAYMENT PROCEDURES
5.1 COUNTY, through LASD, shall invoice PUBLIC ENTITY monthly for all food
services performed during the previous month, and PUBLIC ENTITY shall pay
COUNTY for all undisputed amounts within sixty (60) calendar days after the date
of said invoice.
5.2 If such payment is not delivered to the COUNTY office which is described on said
invoice within sixty (60) calendar days after the date of the invoice, COUNTY is
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.
5.4 Notwithstanding the provisions of California Government Code Section 907, if
such payment is not delivered to the COUNTY office which is described on said
invoice within ninety (90) calendar days after the date of the invoice, or in the case
of disputed amounts, from the date the resolution is memorialized, COUNTY may
satisfy such indebtedness, including interest thereon, from any funds of PUBLIC
ENTITY on deposit with COUNTY without giving further notice to PUBLIC
ENTITY of the COUNTY's intention to do so.
6.0 TERM OF AGREEMENT
The term of this Agreement shall commence July 1, 2018 or upon execution by the Sheriff,
whichever is later,and shall terminate June 30,2023,unless sooner extended or terminated,
in whole or in part, as provided for herein.
7.0 RIGHT OF TERMINATION
7.1 Either party may terminate this Agreement with or without cause by giving not less
than sixty(60) calendar 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
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Agreement No. 5557
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,
COUNTY will provide at least a ten (10) calendar day notice of its inability unless
circumstances preclude them, as a practical matter, from giving at least a ten (10)
calendar day notice, in which event the COUNTY shall provide such notice of less
than ten (10) calendar 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 PUBLIC
ENTITY.
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
PUBLIC ENTITY represents and warrants that the person executing this Agreement for
PUBLIC ENTITY is an authorized agent who has actual authority to bind the PUBLIC
ENTITY to each and every term, condition herein.
11.0 INDEPENDENT CONTRACTOR STATUS
This Agreement is between COUNTY and PUBLIC ENTITY 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 PUBLIC ENTITY. 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 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
13.1 Unless otherwise specified herein, all notices or demands required or permitted to
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Agreement No. 5557
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.
13.2 Notices to COUNTY shall be addressed as follows:
Los Angeles County Sheriffs Department
Food Services Unit
Attn: Unit Commander
4700 Ramona Blvd, Room 316
Monterey Park, CA 91754
Tel No. 323-526-5558
Fax. No. 323-526-5351
13.3 Notices to PUBLIC ENTITY shall be addressed as follows:
City of El SegundoPolice Department
Attn: Lt. Ray Garcia
348 Main Street
El Segundo, CA 90245
310-524-2200
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.
15.0 WAIVER
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 Exhibit hereto, 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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Agreement No. 5557
FOOD SERVICES AGREEMENT
IN WITNESS WHEREOF, the Los Angeles County Board of Supervisors has caused this
Agreement to be executed on its behalf by the Sheriff of the County of Los Angeles, and PUBLIC
ENTITY has caused this Agreement to be executed on its behalf by its duly authorized
representative, on the dates written below.
COUNTY OF LOS ANGELES
Jim McDonnell Sheriff
' JILL SERRANO
Date
-ASSISTANT,,�°�ANT,SHER.IFF
CHIEF FINANCIAL &ADMIN OFFICER
APPROVED AS TO FORM:
MARY C. WICKHAM
County Counsel
By Signature on File
Principal Deputy County Counsel
CITY OF EL SEGUNDO
BY ............................... .................................... _..
Authorized Representative
Date -1 -\g.-k�
APPROVED AS TO FORM:
AMS
ublic Entity �t rney . ......).
Cif' Clerk
Cif of EI Segundo
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Agreement No. 5557
EXHIBIT A
0 1,os.Ai Vgki Goupqy
l Sheriff's Depanment
r.1 11. nnMRRN 0, RE; MWOMM, 0i
Fiscal Yew- 2018-2019
Billing Urates for Food Sew-vices effective Jul 1, 2018
Seiii-vice fRate
Per meal $ 2.75
Contract I awEnforcement Bureau Representafive,"
Print Name Prini Nan-,e
Signature Signature
Date Date