HomeMy WebLinkAboutDoc 090 - Svcs Agrmt - Jail Food-CommissaryDeschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 -Fax: (541) 385-3202 -www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of August 22, 2012
DATE: August 13,2012
FROM: Darryl Nakahira Sheriff's Office: 541-617-3369
TITLE OF AGENDA ITEM:
Consideration of Board Signature of Deschutes County Services Contract No. 2012-090.
PUBLIC HEARING ON THIS DATE? No
BACKGROUND AND POLICY IMPLICATIONS:
On November 4,2012, the Sheriff's Office published a Request for Proposal (RFP) in order to find
a food and commissary services provider for inmates at the Deschutes County Adult Jail and food
services at the Deschutes County Juvenile Detention Facility. The Sheriffs Office received four
proposals in response to the RFP. All four proposals were reviewed and scored by Sheriffs Office
and Juvenile Department personnel. Aramark Correctional Services was the selection of the scoring
board.
On February 13,2012, the Notice ofIntent to Award letter was signed by the Board and all
submitting vendors were notified.
Since that time, the Sheriffs Office and Aramark have been in negotiations to complete the service
contract.
The two parties completed the negotiation process and the service contract is now ready for Board
signatures.
FISCAL IMPLICATIONS:
The estimated annual payment to Aramark will be $383,633, which is $10,630 less than the current
annual payment of approximately $394,263. (Costs vary depending on how many daily meals are
served, which depends on a given day's inmate population.)
Depending on total meals served, the Sheriff s Office will pay $1.14 to $1.40 for adult inmate
meals, $2.00 for staff meals and $1.62 for work crew sack lunches. The higher cost of the staff meal
is due to higher quality food, better nutritional value, and variety.
The Juvenile Department will pay $2.06 per juvenile meal and $0.61 per juvenile snack.
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The annual costs for the staff meals will increase by approximately $7,347, but the costs for the
inmate meals will decrease by approximately $17,977.
In addition, the commissary commission will increase from 15% to 18%. Commission on net
commissary sales (less pre-stamped envelopes and indigent supplies) is anticipated to be
approximately $12,000 annually. Also, by adopting a point-of-sale delivery system, the Sheriffs
Office will reduce staff labor, which can be re-directed to other primary jail functions.
RECOMMENDATION & ACTION REQUESTED:
Approve and sign Deschutes County Services Contract No. 2012-090
ATTENDANCE:
Lt Brook Van der Zwiep, Sheriffs Office
Darryl Nakahira, Sheriff s Office
DISTRIBUTION OF DOCUMENTS:
Call Pat Davis, Sheriffs Office Legal Assistant, at x3367 or email when 2 originals are ready for pick
up.
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DESCHUTES COUNTY DOCUMENT SUMMARY
Date: August 13,2012 Department: Sheriffs Office
Contractor/Supplier/Consultant Name: Aramark Correctional Services
Contractor Contact: Mark Williamson Contractor Phone #: 415-244-8474
Type of Document: Document 2012-090 is a Services Contract with Aramark
Correctional Services.
Goods and/or Services: Aramark Correctional Services will provide food and
commissary services for inmates at the Deschutes County Adult Jail (DCAJ) and Work
Center and food services for the Deschutes County Juvenile Detention Facility.
Background & History: On November 4,2012, the Sheriffs Office published a
Request for Proposal (RFP) in order to find a food and commissary services provider for
inmates at the Deschutes County Adult Jail and food services at the Deschutes County
Juvenile Detention Facility. The Sheriffs Office received four proposals in response to
the RFP. All four proposals were reviewed and scored by Sheriffs Office and Juvenile
Department personnel. Aramark Correctional Services was the selection of the scoring
board.
On February 13, 2012, the Notice of Intent to Award letter was signed by the Board and
all submitting vendors were notified.
Since that time, the Sheriffs Office and Aramark have been in negotiations to complete
the service contract.
The two parties completed the negotiation process and the service contract is now
ready for Board signatures.
Agreement Starting Date: September 1,2012 Ending Date: August 31,2015 with
two optional 1-year renewal periods.
Annual Value or Total Payment: The estimated annual payment to Aramark will be
$383,633, which is $10,630 less than the current annual payment of approximately [
$394,263. (Costs vary depending on how many daily meals are served, which depends
on a given day's inmate population.) [
iDepending on total meals served, the Sheriffs Office will pay $1.14 to $1.40 for adult
inmate meals, $2.00 for staff meals and $1.62 for work crew sack lunches. The higher
cost of the staff meal is due to higher quality food, better nutritional value, and variety. II
The Juvenile Department will pay $2.06 per juvenile meal and $0.61 per juvenile snack.
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The annual costs for the staff meals will increase by approximately $7,347, but the costs
for the inmate meals will decrease by approximately $17,977.
In addition, the commissary commission will increase from 15% to 18%. Commission
on net commissary sales (less pre-stamped envelopes and indigent supplies) is
anticipated to be approximately $12,000 annually. Also, by adopting a point-of-sale
delivery system, the Sheriffs Office will reduce staff labor, which can be re-directed to
other primary jail functions .
IZJ Insurance Certificate Received (check box)
Insurance Expiration Date: 10/1/12
Check all that apply :
IZJ RFP, Solicitation or Bid Process o Informal quotes «$150K) o Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37)
Funding Source: (Included in current budget? IZJ Yes 0 No
If No, has budget amendment been submitted? 0 Yes 0 No
Is this a Grant Agreement providing revenue to the County? 0 Yes IZJ No
Departmental Contact: Lt . Brook Van der Z . 541-322-4812
Sheriff's Approval: --j'----IJ--t+t-+----
Date
Distribution of Docu ent all Pat Davis, Sheriffs Office Legal Assistant, at x3367
or email when 2 originals are ready for pick up.
Official Review:
County Signature Required (check one): 0 BOCC 0 Department Director (if <$25K)
IZJ Administrator (if >$25K but <$150K; if >$150K, BOCC Order No. ____-----"
Legal Review Date 8/1 ~I r:t
Document Number 2012-090
LEGAL COUNSEL
DESCHUTES COUNTY SERVICES CONTRACT
CONTRACT NO. 2012-090
This Contract is between DESCHUTES COUNTY, a political subdivision, acting by and through the SHERIFF'S OFFICE
(County) and ARAMARK CORRECTIONAL SERVICES, LLC (Contractor). The parties agree as follows:
Effective Date and Termination Date. The effective date of this Contract shall be September 1, 2012 or the date, on
which each party has signed this Contract, whichever is later. Unless extended or terminated earlier in accordance with its
terms, this Contract shall terminate on August 31,2015. This Contract includes two optional1-year renewal periods, subject to
the agreement of both parties. Contract termination shall not extinguish or prejudice either party's right to enforce this Contract
with respect to any default by the other party that has not been cured.
Statement of Work. Contractor shall perform the work described in Exhibit 1.
Payment for Work. County agrees to pay Contractor in accordance with Exhibit 1.
Contract Documents. This Contract includes Page 1-8 and Exhibits 1, 1-A, A, B, C, 2, 3 and 4.
CONTRACTOR DATA AND SIGNATURE
Contractor Address: 1101 Market Street, Philadelphia, PA 19107
Federal Tax 10# or Social Security #: 232778485
Is Contractor a nonresident alien? DYes 0 No
Business Designation (check one): o Corporation-for profit o Sole Proprietorship
D
D
Corporation-non-profit
Partnership
o Other, describe Limited
liability company
A Federal tax 10 number or Social Security number is required to be provided by the Contractor and shall be used for the
administration of state, federal and local tax laws. Payment information shall be reported to the Internal Revenue Service
under the name and Federal tax 10 number or, if none, the Social Security number provided above .
I have read this Contract Including the attached Exhibits. I understand this Contract and agree to be bound by its
terms. N E : Contractor shall also sign Exhibits 3 and 4 .
Signature
David Kimmel
Name (please print)
DESCHUTES COUNTY SIGNATURE
Contracts with a maximum consideration of not greater than $25,000 are not valid and not binding on the County until
signed by the appropriate Deschutes County Department Head. Additionally, Contracts with a maximum consideration
greater than $25,000 but less than $150,000 are not valid and not binding on the County until signed by the County
Administrator or the Board of County Commissioners.
Dated this ___ of ________, 2012
ANTHONY DeBONE, County Commissioner
ALAN UNGER, County Commissioner
Attest: -=-_-::---,:----,______
Recording Secretary TAMMY BANEY, County Commissioner
Page 1 of 15 Personal Services Contract No. 2012-090
STANDARD TERMS AND CONDITIONS
1. Time Is of the Essence. Contractor agrees that time is of the essence in the performance of this Contract.
2. Compensation. Payment for all work performed under this Contract shall be made in the amounts and
manner set forth in Exhibit 1.
a. Payments shall be made to Contractor following County's review and approval of billings and
deliverables submitted by Contractor, but in any event not more than thirty (30) days following receipt of
a proper invoice from Contractor.
b. All Contractor billings are subject to the maximum compensation amount of this contract.
c. Contractor shall not submit billings for, and County shall not pay, any amount In excess of the maximum
compensation amount of this Contract.
1) If the maximum compensation amount is increased by amendment to this Contract, the amendment
shall be Signed by both parties and fully executed before Contractor performs work subject to the
amendment.
d. This Contract shall not be amended after the expiration date.
e. Contractor shall submit monthly invoices for work performed. The invoices shall deSCribe all work
performed with particularity and shall itemize and explain all expenses for which reimbursement is
claimed.
f. The invoices also shall include the total amount invoiced to date by Contractor prior to the current
invoice.
g. Prior to approval or payment of any billing, County may require and Contractor shall provide any
information which County reasonably deems necessary to verify work has been properly performed in
accordance with the Contract.
3. Delegation, Subcontracts and ASSignment. Contractor shall not delegate or subcontract any of the work
required by this Contract or assign or transfer any of its interest in this Contract, without the prior written
consent of County.
a. Any delegation, subcontract, assignment, or transfer without prior written consent of County shall
constitute a material breach of this contract.
b. Any such assignment or transfer, if approved, is subject to such conditions and provisions as the County
may reasonably deem necessary.
c. No approval by the County of any assignment or transfer of interest shall be deemed to create any
obligation of the County to Increase rates of payment or maximum Contract consideration.
d. Prior written approval shall not be required for the purchase by the Contractor of articles, supplies and
services which are incidental to the provision of services under this Contract that are necessary for the
performance of the work.
e. Any subcontracts that the County may authorize shall contain all requirements of this contract, and
unless otherwise specified by the County the Contractor shall be responsible for the performance of the
subcontractor.
4. No Third Party Beneficiaries.
a. County and Contractor are the only parties to this Contract and are the only parties entitled to enforce its
terms.
b. Nothing in this Contract gives or provides any benefit or right, whether directly, indirectly, or otherwise, to
third persons unless such third persons are individually identified by name in this Contract and expressly
described as intended beneficiaries of this Contract.
5. Successors In Interest. The provisions of this Contract shall be binding upon and inure to the benefit of the
parties and their successors and approved assigns, if any.
6. Early Termination. This Contract may be terminated as follows:
a. Mutual Consent. County and Contractor, by mutual written agreement, may terminate this Contract at
any time.
b. Party's Convenience. County or Contractor may terminate this Contract for any reason upon 30 calendar
days written notice to the other party.
c. For Cause. County may also terminate this Contract effective upon delivery of written notice to the
Contractor, or at such later date as may be established by the County, under any of the following
conditions:
Page 2 of 15 Personal Services Contract No. 2012-090
1) If funding from state or other sources is not obtained and continued at levels sufficient to allow for
the purchase of the indicated quantity of services as required in this Contract.
2) This Contract may be modified to accommodate the change in available funds.
3) If state laws, regulations or guidelines are modified, changed or interpreted in such a way that the
services are no longer allowable or appropriate for purchase under this Contract or are no longer
eligible for the funding proposed for payments authorized by this Contract.
4) In the event sufficient funds shall not be appropriated for the payment of consideration required to be
paid under this Contract, and if County has no funds legally available for consideration from other
sources.
5) If any license or certificate required by law or regulation to be held by the Contractor to provide the
services required by this Contract is for any reason denied. revoked, suspended, not renewed or
changed in such a way that the Contractor no longer meets requirements for such license or
certificate.
d. Contractor Default or Breach. The County, by written notice to the Contractor, may immediately
terminate the whole or any part of this Contract under any of the following conditions:
1) If the Contractor fails to provide services called for by this Contract within the time specified or any
extension thereof.
2) If the Contractor fails to perform any of the other requirements of this Contract or so fails to pursue
the work so as to endanger performance of this Contract in accordance with its terms, and after
receipt of written notice from the County specifying such failure, the Contractor fails to correct such
failure within 10 calendar days or such other period as the County may authorize.
3) Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings,
makes an assignment for the benefit of creditors, or ceases doing business on a regular basis.
e. County Default or Breach.
1) Contractor may terminate this Contract in the event of a breach of this Contract by the County. Prior
to such termination, the Contractor shall give to the County written notice of the breach and intent to
terminate.
2) If the County has not entirely cured the breach within 10 calendar days of the date of the notice, then
the Contractor may terminate this Contract at any time thereafter by giving notice of termination.
7. Payment on Early Tennlnation. Upon termination pursuant to paragraph 6, payment shall be made as
follows:
a. If terminated under subparagraphs 6 a. through c. of this Contract, the County shall pay Contractor for
work performed prior to the termination date if such work was performed in accordance with the
Contract. Moreover, the County's obligation to pay any and all amounts due for work performed up to
and including the date of termination shall survive the termination or expiration of this Contract.
b. If this Contract is terminated under subparagraph 6 d. of this Contract, County obligations shall be
limited to payment for services provided in accordance with this Contract prior to the date of termination,
less any damages suffered by the County.
c. If terminated under subparagraph 6 e of this Contract by the Contractor due to a breach by the County,
then the County shall pay the Contractor for work performed prior to the termination date if such work
was performed in accordance with the Contract:
1) with respect to services compensable on an hourly basis, for unpaid invoices, hours worked within
any limits set forth in this Contract but not yet billed, authorized expenses incurred if payable
according to this Contract and interest within the limits set forth under ORS 293.462, and
2) with respect to deliverable-based Work, the sum deSignated for completfng the deliverable multiplied
by the percentage of Work completed and accepted by County, less previous amounts paid and any
claim(s) that County has against Contractor.
3) Subject to the limitations under paragraph B of this Contract.
8. Remedies. In the event of breach of this Contract the parties shall have the following remedies:
a. Termination under subparagraphs 6 a. through c. of this Contract shall be without prejudice to any
obligations or liabilities of either party already reasonably incurred prior to such termination.
1) Contractor may not incur obligations or liabilities after Contractor receives written notice of
termination.
2) Additionally, neither party shall be liable for any indirect, inCidental, consequential or special
damages under this Contract or for any damages of any sort ariSing solely from the termination of
this Contract in accordance with its terms.
Page 3 of 15 Personal Services Contract No. 2012-090
b. If terminated under subparagraph 6 d. of this Contract by the County due to a breach by the Contractor,
County may pursue any remedies available at law or in eClUity.
1) Such remedies may include, but are not limited to, termination of this contract, and declaration of
ineligibility for the receipt of future contract awards.
2) Additionally, County may complete the work either by itself, by agreement with another Contractor, or
by a combination thereof. If the cost of completing the work exceeds the remaining unpaid balance
of the total compensation provided under this Contract, then the Contractor shall be liable to the
County for the amount of the reasonable excess.
c. If amounts previously paid to Contractor exceed the amount due to Contractor under this Contract,
Contractor shall repay any excess to County upon demand.
d. Neither County nor Contractor shall be held responsible for delay or default caused by fire, civil unrest,
labor unrest, riot, acts of God, or war where such cause was beyond reasonable control of County or
Contractor, respectively; however, Contractor shall make all reasonable efforts to remove or eliminate
such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue
performance of its obligations under this Contract. For any delay in performance as a result of the events
described in this subparagraph, Contractor shall be entitled to additional reasonable time for
performance that shall be set forth in an amendment to this Contract.
e. The passage of this Contract expiration date shall not extinguish or prejudice the County's or
Contractor's right to enforce this Contract with respect to any default or defect in performance that has
not been cured.
f. County's remedies are cumulative to the extent the remedies are not inconsistent, and County may
pursue any remedy or remedies Singly, collectively, successively or in any order whatsoever.
9. Contractor's Tender upon Tennination. Upon receiving a notice of termination of this Contract, Contractor
shall immediately cease all activities under this Contract unless County expressly directs otherwise in such
notice of termination.
a. Upon termination of this Contract, Contractor shall deliver to County all documents, information, works
in-progress and other property that are or would be deliverables had this Contract been completed.
b. Upon County's request, Contractor shall surrender to anyone County designates, all documents,
research, objects or other tangible things needed to complete the work.
10. Work Standard.
a. Contractor shall be solely responsible for and shall have control over the means, methods, techniques,
sequences and procedures of performing the work, subject to the plans and specifications under this
Contract and shall be solely responsible for the errors and omissions of its employees, subcontractors
and agents.
b. For goods and services to be provided under this contract, Contractor agrees to:
1) perform the work in a good, workmanlike, and timely manner using the schedule, materials, plans
and specifications approved by County;
2) comply with all applicable legal requirements;
3) comply with all reasonable programs, directives, and instructions of County relating to safety,
storage of equipment or materials;
4) take all precautions reasonably necessary to protect the safety of all persons at County or
Contractor's facilities, including employees of Contractor, County and any other contractors or
subcontractors and to protect the work and all other property against damage. Notwithstanding the
foregOing, Contractor is not responsible for supervision of inmates except to the extent that
Contractor is supervising the work of inmate workers provided by the County to help with the
services under this Contract.
11. Drugs and Alcohol. Contractor shall adhere to and enforce a zero tolerance polley for the use of alcohol
and the unlawful selling, possession or use of controlled substances while performing work under this
Contract.
12. Expense Reimbursement. If the consideration under this Contract provides for the reimbursement of
Contractor for expenses, Exhibit 1 shall state that Contractor is or is not entitied to reimbursement for such
expenses.
a. County shall only reimburse Contractor for expenses reasonably and necessarily incurred in the
performance of this contract.
b. Expenses reimbursed shall be at the actual cost incurred; including any taxes paid. and shall not include
Page 4 of 15 Personal Services Contract No. 2012-090
any mark-up unless the mark-up on expenses is specifically agreed to in this Contract.
c. The cost of any subcontracted work approved in this Contract shall not be marked up.
d. Contractor shall not bill County for any time expended to complete the documents necessary for
reimbursement of expenses or for payment under this contract.
14. Criminal Background Investigations. Contractor understands that Contractor and Contractor's employees
and agents are subject to periodic criminal background investigations by County and, if such investigations
disclose criminal activity not disclosed by Contractor but that was known or should have been known by
Contractor, such non-disclosure shall constitute a material breach of this Contract and County may terminate
this Contract effective upon delivery of written notice to the Contractor, or at such later date as may be
established by the County.
15. Confidentiality. Contractor shall maintain confidentiality of information obtained pursuant to this Contract as
follows:
a. Contractor shall not use, release or disclose any information concerning any employee, client, applicant
or person doing business with the County for any purpose not directly connected with the administration
of County's or the Contractor's responsibilities under this Contract except upon written consent of the
County, and if applicable, the employee, client, applicant or person.
b. The Contractor shall ensure that its agents, employees, officers and subcontractors with access to
County and Contractor records understand and comply with this confidentiality provision.
c. Contractor shall treat all information as to personal facts and circumstances obtained on Medicaid
eligible individuals as privileged communication, shall hold such information confidential, and shall not
disclose such information without the written consent of the individual, his or her attorney, the
responsible parent of a minor child, or the child's guardian, except as required by other terms of this
Contract.
d. Nothing prohibits the disclosure of Information in summaries, statistical information, or other form that
does not identify particular individuals.
e. Personally identifiable health information about applicants and Medicaid recipients will be subject to the
transaction, security and privacy proviSions of the Health Insurance Portability and Accountability Act
("HIPAA").
f. Contractor shall cooperate with County in the adoption of policies and procedures for maintaining the
privacy and security of records and for conducting transactions pursuant to HIPAA requirements.
g. This Contract may be amended in writing In the future to incorporate additional requirements related to
compliance with HIPAA.
h. If Contractor receives or transmits protected health information, Contractor shall enter into a Business
Associate Agreement with County, which, if attached hereto, shall become a part of this Contract.
16. Confidentiality. All finanCial, statistical, operating and personnel materials and information, related to or
utilized in Contractor's business (collectively, the ·Contractor Proprietary Information") is and shall remain
confidential and the sole property of Contractor and constitutes trade secrets of Contractor. The County shall
keep all Contractor Proprietary Information confidential and shall use the Contractor Proprietary Information only
for the purpose of fulfilling the terms of this Agreement. The County shall not photocopy or otherwise duplicate
any materials containing any Contractor Proprietary Infomnation without the prior written consent of Contractor.
Upon the expiration or any termination of this Agreement, all manuals, software, computers, diskettes, disks
and disk drives, and other materials or documents containing any Contractor Proprietary Information, shall be
returned to Contractor.
17. Reports. Contractor shall provide County with periodic reports at the frequency and with the Information
prescribed by County, so long as such demand for reports is reasonable and the County provides Contractor
with at least 15 days prior written notice. Further, at any time, County has the right to demand adequate
assurances that the services provided by Contractor shall be in accordance with the Contract Such
assurances provided by Contractor shall be supported by documentation in Contractor's possession from
third parties.
18. Access to Records. Contractor shall maintain fiscal records and all other records pertinent to this Contract.
a. All fiscal records shall be maintained pursuant to generally accepted accounting standards, and other
records shall be maintained to the extent necessary to clearly retlect actions taken.
1) All records shall be retained and kept accessible for at least three years following the final payment
made under this Contract or all pending matters are closed, whichever is later.
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2} If an audit, litigation or other action involving this Contract is started before the end of the three year
period, the records shall be retained until all issues arising out of the action are resolved or until the
end of the three year period, whichever is later.
b. County and its authorized representatives shall have the right to direct access to all of Contractor's
books. documents, papers and records exclusively related to this Contract for the purpose of conducting
audits and examinations and making copies, excerpts and transcripts. If records requested by the
County also pertain to other accounts and Contractor deems such request reasonable, Contractor will
redact information related to other accounts. County shall hold such information confidential in
accordance with Paragraph 16 above.
1) These records also include any records in electronic form, Including but not limited to computer hard
drives, tape backups and other such storage devices. County shall reimburse Contractor for
Contractor's cost of preparing copies.
2) At Contractor's expense, the County, the Secretary of State's Office of the State of Oregon, the
Federal Government, and their duly authorized representatives, shall have license to enter upon
Contractor's premises, by giving at least 15 days prior written notice to Contractor, to access and
inspect the books, documents, papers, computer software, electronic files and any other records of
the Contractor which are directly and exclusively pertinent to this Contract.
3) If Contractor's dwelling is Contractors place of business, Contractor may, at Contractors expense,
make the above records available at a location acceptable to the County.
19. County Code Provisions. Except as otherwise specifically provided, the provisions of Deschutes County
Code, Section 2.37.150 are incorporated herein by reference. The parties specifically agree that this is a
Contract for goods and services and that Paragraph 20 fo Section 2.38.150 relating to "works for hire" is not
applicable. Such code section may be found at the following URl address:
http:/twww.deschutes.org/county-code.aspx.
20. Partnership. County is not, by virtue of this contract. a partner or joint venturer with Contractor in connection
with activities carried out under this contract, and shall have no obligation with respect to Contractor's debts
or any other liabilities of each and every nature.
21. Indemnity and Hold Hannless.
a. To the ful/est extent authorized by law, Contractor shall defend, save, hold harmless and indemnify the
County and its offICers, employees and agents from and against all claims, suits, actions, losses,
damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the
negligence or willful misconduct of Contractor or Its officers, employees, contractors. or agents under
this Contract, including without limitation any claims that the work. the work product or any other tangible
or intangible items delivered to County by Contractor that may be the subject of protection under any
state or federal Intel/ectual property law or doctrine, or the County's use thereof, infringes any patent,
copyright, trade secret, trademark, trade dress, mask work utility design or other proprietary right of any
third party.
b. Contractor shall have control of the defense and settlement of any claim that is subject to subparagraph
a of this paragraph; however neither contractor nor any attomey engaged by Contractor shall defend the
claim in the name of Deschutes County or any department or agency thereof, nor purport to act as legal
representative of the County or any of Its departments or agencies without first receiving from the
County's legal counsel, in a form and manner determined appropriate by the County's legal counsel,
authOrity to act as legal counsel for the County, nor shall Contractor settle any claim on behalf of the
County without the approval of the County's legal counsel.
c. To the extent permitted by Article XI, Section 10, of the Oregon Constitution and the Oregon Tort Claims
Act, ORS 30.260 through 30.300, County shall defend, save, hold harmless and Indemnify Contractor
and Its officers, employees and agents from and against all claims, suits, actions, losses, damages,
liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of
County or its officers, employees, contractors, or agents under this Contract.
22. Waiver.
a. Either party's delay in exercising, or failure to exercise any right, power, or privilege under this Contract
shall not operate as a waiver thereof, nor shall any Single or partial exercise or any right, power, or
privilege under this Contract preclude any other or further exercise thereof or the exercise of any other
such right, power, or privilege.
b. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.
Page 6 of 15 Personal Services Contract No. 2012-090
23. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State
of Oregon without regard to principles of conflicts of law.
a. Any claim, action, suit or proceeding (conectively, ·Clalm") between County and Contractor that arises
from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit
Court of Deschutes County for the State of Oregon; provided, however, if a Claim shall be brought in
federal forum, then it shall be brought and conducted solely and exclusively within the United States
District Court for the District of Oregon.
b. CONTRACTOR, BY EXECUTION OF THIS CONTRACT, HEREBY CONSENTS TO THE IN
PERSONAM JURISDICTION OF SAID COURTS. The parties agree that the UN Convention on
Intemational Sales of Goods shall not apply.
24. Arbitration Required and Attorneys' Fees. Any dispute or claim that arises out of or that relates to this
agreement, or to the interpretation, breach, or default thereof, or to the existence, scope or validity of this
agreement or the arbitration agreement, shall be resolved by arbitration in accordance with the then
arbitration rules of and by filing a claim with Arbitration Service of Portland, Inc., and judgment upon the
award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof.
25. Severability. If any term or provision of this Contract is declared by a court of competent jurisdiction to be
Illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and
the rights and obligations of the parties shall be construed and enforced as if this Contract did not contain
the particular term or provision held invalid.
26. Counterparts. This Contract may be executed in several counterparts, all of which when taken together
shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to
the same counterpart. Each copy of this Contract so executed shall constitute an original.
27. Notice. Except as otherwise expressly provided in this Contract, any communications between the parties
hereto or notices to be given hereunder shall be given in writing, to Contractor or County at the address or
number set forth below or to such other addresses or numbers as either party may hereafter indicate in
writing. Delivery may be by personal delivery, facsimile, or mailing the same, postage prepaid.
a. Any communication or notice by personal delivery shall be deemed delivered when actually given to the
deSignated person or representative.
b. Any communication or notice sent by facsimile shall be deemed delivered when the transmitting machine
generates receipt of the transmission. To be effective against County, such facsimile transmission shall
be confirmed by telephone notice to the County Administrator.
c. Any communication or notice mailed shall be deemed delivered five (5) days after mailing. Any notice
under this Contract shall be mailed by first class postage or delivered as follows:
To Contractor: To County: (Legal)
Aramark Correctional Services Darryl Nakahira
1101 Market Street Deschutes County Sheriff's Office
Philadelphia, PA 19107 63333 W Hwy 20
Attn: Vice PreSident, Finance Bend, OR 97701
Fax No. 215-413-8527 Fax No. 541-389-4454
To County: (Administration) To County: {Accounts Payable}
Capt Mike Espinoza Jennifer Lawrence
Deschutes County Sheriff's Office Deschutes County Sheriff's Office
63333 W Hwy 20 63333 W Hwy 20
Bend, OR 97701 Bend, OR 97701
Fax No. 541-389-4454 Fax No. 541-389-4454
27. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the
parties.
Page 7 of 15 Personal Services Contract No. 2012-090 I
a. All understandings and agreements between the parties and representations by either party concerning
this Contract are contained in this Contract.
b. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in
writing Signed by both parties.
c. My written waiver, consent, modification or change shall be effective only in the specific instance and for
the specific purpose given.
d. In the event of a conflict between the documents, the following order of precendence shall apply: (1) this
agreement; (2) Contractor's Proposal; (3) the RFP.
28, Identity Theft Protection. Contractor and subcontractors shall comply with the Oregon Consumer Identity
Theft Protection Act (DRS 646A.600 et seq.).
29. Survival, All rights and obligations shall cease upon termination or expiration of this Contract, except for the
rights and obligations set forth in Sections 4,5, B, 9, 15, 16, 1B, 20-2B, and 30.
30. Representations and Warranties.
a. Contractor's Representations and Warranties. Contractor represents and warrants to County that:
1) Contractor has the power and authority to enter into and perform this Contract;
2) this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor
enforceable in accordance with its terms;
3) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or
profession and Contractor will apply that skill and knowledge with care and diligence to perform the
Work in a professional manner and in accordance with standards prevalent in Contractors industry,
trade or profession;
4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent,
and duly licensed to perform the Work;
5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers,
and without collusion, fraud, or other dishonesty; and
6) Contractor's making and performance of this Contract do not and will not violate any provision of any
applicable law, rule or regulation or order of any court, regulatory commission, board or other
administrative agency.
b. Warranties Cumulative. The warranties set forth in this paragraph are in addition to, and not in lieu of, any
other warranties provided
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Page 8 of 15 Personal Services Contract No. 2012-090
I
EXHIBIT 1
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2012-090
STATEMENT OF WORK, COMPENSATION
PAYMENT TERMS and SCHEDULE
1. Contractor shall perform the following work:
Contractor shall provide County with material and services described as follows:
As set out in Exhibits 1-A, A, Band C attached hereto and fully incorporated herein.
Exhibit 1-A: Sliding Scale Option price list for Adult Inmate Meals; Exhibit A: Request for Proposal documents;
Exhibit B: RFP Questions; Exhibit C: Aramark's response to the Request for Proposal.
2. Meal Services and Prices.
Contractor shall provide meals to the County's adult inmates at the per meal prices set forth in Exhibit 1-A. The
County shall notify Contractor of the actual number of meals ordered each day at a mutually agreed upon time
prior to meal service, and the County shall make additions or deletions to such order within a mutually agreed
upon time prior to meal service. When the initial notice of meals ordered is not given timely, Contractor shall
prepare and will be paid for the same number of meals as prepared for the previous day. See attached Exhibit
1-A.
Contractor will provide a cold breakfast, hot lunch and a hot dinner to the County's inmates. The menu served at
the facility may be modified in any way by mutual agreement of the parties.
DCAJ Staff Meal. Work Crew Sack Lunch. and Juvenile Meal Prices
The maximum compensation County will pay under this contract is $2.00 per staff meal and $1.617 per work
crew sack lunch. The Deschutes County Juvenile Department will pay $2.057 per juvenile meal and $0.611 per
juvenile snack. Contractor will provide, at no additional cost, a lacto-ovo vegetarian and/or vegan diet for all
religious requests form the jail administration or religious authority. Other religious meals requested by the jail
administration or religious authority, such as prepackaged meals, shall be provided at a price to be mutually
agreed upon.
Bulk products may be purchased by the County at Contractor's invoice cost plus a mutually agreed upon
percentage mark up. Such bulk purchases are not subject to the maximum compensation referred to herein.
Contractor will credit local trade discounts to the County; however, cash discounts or discounts not exclusively
related to Contractor's operation at the County's facilities shall not be credited to the County.
Contractor shall not submit invoices for, and County shall not pay for any amount in excess of the maximum
compensation amount set forth above. If this maximum compensation amount is increased by amendment to
this contract, the amendment shall be fully effective before contractor performs work subject to the amendment.
3. Schedule of Performance or Delivery.
County's obligation to pay depends upon Contractors delivery or performance in accordance with the schedule
set out in the attached sliding scale (Exhibit A) and the request for proposal. County will only pay for completed
work that is accepted by County.
Page 9 of 15 Personal Services Contract No. 2012-090
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CONFIDENTIAL DOCUMENT
EXHIBIT I-A SLIDING SCALE OPTION PRICE LIST FOR ADULT INMATE MEALS IS
CONFIDENTIAL.
ANY QUESTIONS ABOUT THIS PROTOCOL OR THE CONTRACT SHOULD BE
DIRECTED TO THE SHERIFF'S OFFICE LEGAL COUNSEL AT 541-617-3369.
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Page 10 of 15 Personal Services Contract No. 2012-090
I
EXH18rT2
DESCHUTESCOUNTYS~ESCONTRACT
ConINct No. 2812"
INSURANCI BlQUIIIfWND
Contractor ..... at all times maintain in fon:e at Contractor's expenH, each InIIunnce noted below.
Insurance coverage m .... apply on a primary or non-contributory bola. AI lneurance policies, except
ProteaionaI Liability, shall be written on an occurrence ...is and be In effect for the ....... of this contract.
PoIicIee written on a "claims made" basis must be approved and authoriZIed by DescIIutes County.
Contractor Name: A ...,'----".
Worars Compensation insurance in compliance with ORS 656.017, requiring Conttac:tor and au subcontJactors
to provide workers' compensation coverage for aU subject workers, or provide certification of exempt status.
Worker's Compensation Insurance to cover claims made under Worker's Compensation, disability benefit or any
other employee benefit laws, induding statutory limits in any state of operation with Coverage B Employer's
Liability coverage all at the statutory limits. . In the absence of statutory limits the Omits of said Empioyers liability
coverage shal be not less than $1,000,000 each accident. disease and each employee. This insurance must be
endorsed with a waiver of subrogation endorsement, waiving the insured's right of subrogation against County.
Professional Uabillty insurance with an occurrence combined single limit of not less than:
Per Occurrence limit Annual Aggregate limit
[J $1,000,000 [J $2,000,000
[J $2,000,000 IJ $3,000,000
[J $3,000,000 [J $5,000,000
Professional Liability insurance covers damages caused by error, omiSSIOn, or negligent acts related to
professionaf services provided under this Contract. The policy must provide extended reporting period coverage,
sometimes referred to as "tail coverage-for claims made within two years after the contract work is completed.
[J Required by County riI NQtrequired by County (one box must be checked)
Commercial General Liability insurance with a combined single limit of not less than:
Per Single Claimant and Incident All Claimants Arising from Single Incident
riI $1,000,000 ItI $2,000,000
[J $2,000,000 [J $3,000,000
[J $3,000,000 [J $5,000,000
Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising injury,
property damage, premises, operations, products, completed operations and contractual liability. The insurance
coverages provided for herein must be endorsed as primary and non-contrtbutory to any insurance of County, its
officers, employees or agents. Each such policy obtained by Contractor shall provide that the insurer shall defend
any suit against the named insured and the additional insureds, their officers, agents, or employees, even if such
suit is frivolous or fraudulent Such insurance shall provide County with the right. but not the obligation, to engage
its own attorney for the purpose of defending any legal action against County, its officers. agents, or employees,
and that Contractor shall indemnify County for costs and expenses, including reasonable attorneys' fees, incurred
or arising out of the defense of such action.
The policy shall be endorsed to name Dach.... Coumy. Its omc.,., ......,.,...and vol""..,. as
an addllIoItel 1IIfIIIt'ed. The additional insured endorsement shill not include declarations that reduce any per
occumtnCe or aggregaf8 inSUrMce limit The contractor shaH provide additional coverage based on any
outstanding claim(s) made against policy limits to ensure that minimum insurance limits required by the County
are I'I'I8irUined. Construction contracts may indude aggregate limits that apply on a Gper location-or -per project"
basis. The additional insurance protedion shaH extend equal protection to County as to Contractar or
subcontractors and shaD not be limited to vicarious liability only or any similar limitation. To the extent any aspect
of this Paragraph shall be deemed unenforceable, then the additional insurance protection to County shall be
narrowed to the maximum amount of protection allowed by law.
iii Requirad by County [J Not required by County (One box must be checked)
Page II of 15 Personal Services Contract No. 2012.Q90
Automobile LIability insurance with a combined single limit of not less than:
Per Occurrence o $500,000 o $1,000,000
C $2,000,000
Automobile Liability insurance includes coverage for bodily injury and property damage resulting from operation of
a motor vehicle. Commercial Automobile Uability Insurance shall provide coverage for any motor vehicle (symbol
1 on some insurance certificates) driven by or on behalf of Contractor during the course of providing services
under this contract. Commercial Automobile Uabilily is required for conbaCtors that own business vehides
registered to the business. Examples include: plumbers, electricians or construction contractors. An Example of
an acceptable personal automobile policy is a contractor who is a sole proprietor that does not own vehicles
registered to the business.
o Required by County ItI Not required by County (one box must be checked)
Additional RequIrements. Contractor shall pay all deductibles and self-insured retentions. A cross-liabilily clause
or separation of insured's condition must be induded in all commercial general liability poflCies required by this
Contract. Contractor's coverage will be primary in the event of loss.
Certificate of Insurance Required. Contractor shall fumish a current Certificate of Insurance to the County with
the signed Contract. Contractor shall notify the County in writing at least 30 days in advance of any canceUation.
termination, material change, or reduction of limits of the insurance coverage. The Certificate shall also state the
deductible or, if applicable, the self-insured retention level. Contractor shall be responsible for any deductible or
self-insured retention. If requested, complete copies of insurance policies shall be provided to the County.
Risk Management review Date
Oigitally signed by Ken Harms
ON: cn=Ken Hanns. o=OeschUles
, County, ou=Risk Management.
~ a.u---email=kenh@ldeschutes.org,
~;/a
c=US
Date: 2012.03.05 14:16:15-08'00'
Page 1:.1 of Jb Personal Services Contract No. 2012-090
EXHIBIT 3
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2012-090
CERTIFICATION STATEMENT FOR CORPORATION
OR INDEPENDENT CONTRACTOR
NOTE: Contractor Shall Complete A or B In addition to C below:
A. CONTRACTOR IS A CORPORATION. LIMITED LIABILITY COMPANY OR A PARTNERSHIP.
I certify under penalty of perjury that Contractor is a [check one]:
o Corpor . n ItJ Limited Liability Company 0 Partnership authorized to d9J'usine~! the State of Oregon.
""'(;;=::;:::J~Tf-;r::::::l:::::C::z::::i'r:::~----Vice Presi dent Finance k'lt> .ld:J ~~~ me D~
B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR.
Contractor certifies under penalty of perjury that the following statements are true:
1. Contractor performed labor or services as an independent Contractor last year. Contractor filed federal and
st income tax returns last year in the name of the business (or filed a Schedule C in the name of the
busine as part of a personal income tax return) • .!D.d.
2. Contractor r resents to the public that the labor or services Contractor provides are provided by an
independentlye blished business registered with the State of Oregon. and
NOTE: Check all t apply. You shall check at least three (3) -to establish that you are an
Independent Contrac r.
A. The labor or services perform are primarily carried out at a location that is separate from my
residence or primarily cried out in a speCific portion of my residence that is set aside as the
location of the business. ~~
B. I bear the risk of loss related t he business or provision of services as shown by factors such
as: (a) fixed-price agreements; (b orrecting defective work; (c) warranties over the services or
(d) indemnification agreements. lia "ty insurance. performance bonds or professional liability
insurance.
C. I have made significant investment in the usiness through means such as; (a) purchasing
necessary tools or equipment; (b) paying fd the premises or facilities where services are
provided; or (c) paying for licenses. certificates 0 pecialized training.
D. I have the authority to hire other persons to provide to assist in providing the services and if
necessary to fire such persons.
E. Each year I perform labor or services for at least two differ t persons or entities or I routinely
engage in business advertising. soliCitation or other marketin efforts reasonably calculated to
obtain new contracts to provide similar services.
d~
Contractor Signature
Page 13 of 15 Personal Services Contract No. 2012-090
C. Representation and Warranties.
Contractor certifies under penalty of perjury that the following statements are true to the best of
Contractor's knowledge:
1. Contractor has the power and authority to enter into and perform this contract;
2. This contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable
in accordance with its terms;
3. The selVices under this Contract shall be performed in a good and workmanlike manner and in accordance
with the highest professional standards; and
4. Contractor shall, at all times during the term of this contract, be qualified, professionally competent, and duly
licensed to perform the selVices.
5. To the best of Contractor's knowledge, Contractor is not in violation of any tax laws described in ORS
305.380(4},
6. Contractor understands that Contractor is responsible for any federal or state taxes applicable to any
consideration and payments paid to Contractor under this contract; and
7. Contractor has not discriminated against minority, women or small business enterprises in obtaining any
re, ired subcontracts.
Page 14 of 15 Personal Services Contract No. 2012-090
Exhibit 4
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2012-090
Compliance with provisions, requirements of funding source and
Federal and State laws, statutes, rules, regulations, executive orders and policies.
Conflicts of Interest
Contractor certifies under penalty of perjury that the following statements are true to the best of
Contractor's knowledge:
1. If Contractor is currently performing work for the County, State of Oregon or federal government, Contractor,
by signature to this Contract, declares and certifies that Contractor's Work to be performed under this
Contract creates no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations
of Contractor's employee agency (County State or Federal) would prohibit Contractor's Work under this
Contract. Contractor is not an ·officer," "employee," or "agent" of the County, as those terms are used in
ORS 30.265.
2. No federally appropriated funds have been paid or shall be paid, by or on behalf of Contractor, to any person
for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an
officer or employee of Congress, or an employee of a member of Congress in connection with the awarding
of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of
any cooperative agreement, and the extenSion, continuation, renewal, amendment, or modification of any
federal contract, grant, loan, or cooperative agreement.
a. If any funds other than federally appropriated funds have been paid or shall be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a member of Congress, an
officer or employee of Congress, or an employee of a member of Congress in connection with this
federal contract, grant, loan, or cooperative agreement, Contractor agrees to complete and submit
Standard Form-LLL "Disclosure Form to Report Lobbying," in accordance with Its instructions.
1) Standard Form-LLL and instructions are located in 45 CFR Part 93 Appendix B.
2) If instructions require filing the form with the applicable federal entity, Contractor shall then as a
material condition of this Contract also file a copy of the Standard Form-LLL with the Department.
3) This filing shall occur at the same time 85 the flling in accordance with the instructions.
b. Contractor understands this certification is a material representation of fact upon which the County and
the Department has relied in entering into this Contract. Contractor further understands that submission
of this certification is a prerequisite, imposed by 31 USC 1352 for entering into this Contract.
c. Any person who fails to file the required certification shall be subject to a civil penalty of not less than
$10,000 and not more than $100,000 for each such failure.
d. Contractor shall include the language of this certification in the award documents for all sub-awards at all
tiers (including subcontracts, sub-grants, and contracts under grants. loans and cooperative
agreements) and that all sub-recipients shall certify and disclose accordingly.
e. Contractor is solely responsible for all liability arising from a failure by Contractor to comply with the
terms ofthis certification.
f. Contractor promises to indemnify County for any damages suffered by County as a result of Contractor's
failure to comply with the terms of this certification.
3. Contractor understands that, if this Contract involves federally appropriated funds, this certification is a
material representation of facts upon which reliance was placed when this Contract was made or entered
into, submission of this certification is a prerequisite for make or entering into this Contract imposed by
Section 1352, Title 311, U.S. Code and that any person who fails to file the required certification shall be
sub' ct to a civil penalty of not less than $10,000 and not more than $100,000 for each failure.
Page 15 of 15 Personal Services Contract No. 2012-090