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AMENDMENT NUMBER TWO
TO
FOOD SERVICES AGREEMENT
This Amendment Number Two ("Amendment") to Food Services Agreement ("Agreement") is
made by and between by the County of Los Angeles ("COUNTY) and the City of Arcadia
("CITY,"), effective July 1, 2015.
RECITALS
A. WHEREAS, on July 1, 2013, COUNTY and CITY entered into the Agreement for food
services to be provided to prisoners of the CITY jail facility; and
B. WHEREAS, Section 4.3 of the Agreement provides COUNTY the right to adjust the billing
rates set forth in Attachment B,Food Services-City Contract Rates,of the Agreement when
the costs for providing the services change; and
C. WHEREAS, the COUNTY Auditor-Controller has established the rates for Fiscal Year
2015-2016; and
D. WHEREAS, COUNTY and CITY agree to amend the Agreement pursuant to Section 4.3
of the Agreement to adjust the rates for Fiscal Year 2015-2016.
NOW THEREFORE, in consideration of the mutual covenants contained herein, and for good and
valuable consideration, the parties mutually agree to amend the Agreement as follows:
1. Attachment B, Food Services-City Contract Rates, of the Agreement is deleted in its
entirety and replaced with the attached revised Attachment B,Food Services-City Contract
Rates, to modify the billing rates for Fiscal Year 2015-2016.
2. CITY and the person executing this Amendment on behalf of the CITY hereby represent
and warrant that the person executing this Amendment for CITY is an authorized agent
who has actual authority to bind the CITY to each and every provision,term,and condition
of the Amendment and that all CITY requirements have been fulfilled to provide such
actual authority.
3. Except as provided in this Amendment, all other provisions, terms, and conditions of the
Agreement shall remain the same and in full force and effect.
1
AMENDMENT NUMBER TWO
TO
FOOD SERVICES AGREEMENT
IN WITNESS WHEREOF,the County of Los Angeles has caused this Amendment to be executed
on its behalf by the Sheriff of the County of Los Angeles, and CITY has caused this Amendment
to be executed on its behalf by its duly authorized representative, on the dates written below.
COUNTY OF LOS ANGELES
data
By 7 ;
c onnell, Sher f
Date t-C
APPROVED AS TO FORM:
MARK J. SALADINO
County Counsel
I 41y L I �A I
Senior Deputy Co / Counsel
CITY OF ARCADIA
By
Date
APPROVED AS TO FORM: By
Dominic Lazzarett
City Manager
By �l 1 Date: INIA,94.srt S+ fl.e2'
City Attorney
Stephen P. Deitsch
2
ATTACHMENT B
COUNTY OF LOS ANGELES
SHERIFFS DEPARTMENT
"A tradition of Service"
Since 1850
FOOD SERVICES - CITY CONTRACT RATES
RATES for FOOD SERVICES
FISCAL YEAR 2015-2016
PER MEAL $2.41
CLEB:05/21/15 jtm
I(O6. -7v
AMENDMENT NUMBER ONE C Z I
TO
FOOD SERVICES AGREEMENT
This Amendment Number One ( "Amendment ") to Food Services Agreement ( "Agreement ") is made
by and between by the County of Los Angeles ( "COUNTY) and the City of Arcadia ( "CITY, "),
effective July 1, 2014.
RECITALS
A. WHEREAS, on July 1, 2013, COUNTY and CITY entered into the Agreement for food
services to be provided to prisoners of the CITY jail facility; and
B. WHEREAS, Section 4.3 of the Agreement provides COUNTY the right to adjust the billing
rates set forth in Attachment B, Food Services -City Contract Rates, of the Agreement when
the costs for providing the services change; and
C. WHEREAS, the COUNTY Auditor - Controller has established the rates for Fiscal Year
2014 -2015; and
D. WHEREAS, COUNTY and CITY agree to amend the Agreement pursuant to Section 4.3 of
the Agreement to adjust the rates for Fiscal Year 2014 -2015.
NOW THEREFORE, in consideration of the mutual covenants contained herein, and for good and
valuable consideration, the parties mutually agree to amend the Agreement as follows:
1. Attachment B, Food Services -City Contract Rates, of the Agreement is deleted in its entirety
and replaced with the attached revised Attachment B, Food Services -City Contract Rates, to
modify the billing rates for Fiscal Year 2014 -2015.
2. CITY and the person executing this Amendment on behalf of the CITY hereby represent and
warrant that the person executing this Amendment for CITY is an authorized agent who has
actual authority to bind the CITY to each and every provision, term, and condition of the
Amendment and that all CITY requirements have been fulfilled to provide such actual
authority.
3. Except as provided in this Amendment, all other provisions, terms, and conditions of the
Agreement shall remain the same and in full force and effect.
AMENDMENT NUMBER ONE
TO
FOOD SERVICES AGREEMENT
IN WITNESS WHEREOF, the County of Los Angeles has caused this Amendment to be executed
on its behalf by the Sheriff of the County of Los Angeles, and CITY has caused this Amendment to
be executed on its behalf by its duly authorized representative, on the dates written below.
APPROVED AS TO FORM:
RICHARD D. WEISS
Acting County Counsel
Senior Deputy
APPROVED AS TO FORM:
By P 1
City Attorney
Stephen P. Deitsch
COUNTY OF LOS ANGELES
John L. Scott, Sheriff
Date
CITY OF ARCADIA
B �Do) �iCity Manager
Date cwus— Z— 7,01Y
2
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 2014 -2015
$2.35
CLEB:07 /01/1! BCA
1 I as - -lo /c t �ZR
Attp ,hm(
FOOD SERVICES AGREEMENT
BETWEEN COUNTY OF LOS ANGELES
AND THE CITY OF ARCADIA
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 ........................
7
13.0
NOTICES ....................................................................
8
...............................
14.0
VALIDITY .................................................................. ...............................
8
15.0
WAIVER .....................................................................
8
...............................
16.0
ENTIRE AGREEMENT ............................................ ...............................
9
SIGNATURES..................................................................................... ...............................
10
ATTACHMENT A: FOOD SERVICES ORDER
ATTACHMENT B: FOOD SERVICES- CITY CONTRACT RATES
FOOD SERVICES AGREEMENT
This Food Services "Agreement ", dated JU , 2013, is made and entered into by and
between by the County of Los Angeles ( "COUNTY ") and the City of Arcadia, ( "CITY ") for the
purpose of providing food services to CITY jail facility.
RECITALS
A. WHEREAS, CITY is desirous of contracting with COUNTY, through its Los Angeles
County Sheriff's Department ( "LASD ") for food services to be provided to prisoners of the CITY
jail facility; and
B. WHEREAS, COUNTY and LASD are agreeable to rendering such services on the terms
and conditions hereinafter set forth; and
C. WHEREAS, such Agreements is authorized and provided for by Sections 56 -1/2 and
56 -3/4 of the Charter of the County of Los Angeles 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 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 Title 15 of the
California Code of Regulations, at the time of meal delivery to the CITY jail
facility.
—2—
1.3 Food preparation and the quality of the provided meals shall comply with the
standards set forth in the California 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, Food
Services Order, of this Agreement. For any changes in the number of meals
requested and/or the delivery days and times set forth on Attachment A, Food
Services Order, of this Agreement CITY shall submit a request to COUNTY in
writing not less than twenty -one (21) calendar 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 request such changes. 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 COUTY of the requested change, Attachment A, Food Services
Order, of this Agreement will be amended pursuant to Section 8.0, Amendments, 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. Food
Services Order, of this Agreement 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
—3—
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.
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 regard 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
—4—
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
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 of this Agreement.
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 term of this Agreement, then COUNTY shall have the right to
adjust the rates and costs set forth in Attachment B, Food Services - City Contract
Rates, of this Agreement. COUNTY shall notify CITY of any rate or cost
modifications, and an Amendment to this Agreement shall be executed pursuant to
Section 8.0, Amendments, of this Agreement.
5.0 PAYMENT PROCEDURES
5.1 COUNTY, through LASD, shall render to said CITY within ten (10) calendar 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
—5—
therefore within forty-five (45) calendar 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
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 term of this Agreement shall commence July 1, 2013 or upon execution by the
Sheriff, whichever is later, and shall terminate June 30, 2018, unless sooner
terminated or extended 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 parry.
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 Sheriff's 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)
�.m
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 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
parry, 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
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
—7—
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:
City of Arcadia
Attn: Lt. Colleen Flores
250 West Huntington Drive
P.O. Box 60021
Arcadia, CA 91066 -6021
Tel. No. 626 -574 -5150
Fax No. 626 - 447 -6581
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
—8—
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 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.
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 CITY
has caused this Agreement to be executed on its behalf by its duly authorized representative, on the
dates written below.
APPROVED AS TO FORM:
John F. Krattli
County Counsel
Senior DepuWCoWty Counsel
APPROVED AS TO FORM:
B y�
ity Attorn
—10—
Los Angeles County Sheriff s Department
Date
CITY OF ARCADIA
gy
Dominic Lazza o, City Manager
Date July 2, 2013
ATTACHMENT A
EFFECTIVE DATE:
DELIVERY DAYS:
DELIVERY HOURS: BETWEEN
CITY OF ARCADIA
FOOD SERVICES ORDER
HOURS AND HOURS
NUMBER OF MEALS:
(ex.: 120 PER DELIVERY DAY (40 BREAKFAST, 40 LUNCH, AND 40 DINNER)
Dominic Lazzare o City Manager
CITY OF ARCADIA REPRESENTATIVE
LASD FOOD SERVICES REPRESENTATIVE
NAT
vr<C-T.
July 2, 2013
DATE
DATE
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 2013 -2014
PER MEAL $2.14
CLEB:07/01/13 tno