Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 57 of 129 110-23 Master Contract l\o. 901240 Procurement Contract '.\o. 11293 QUESTIONNAIRE FOR DETERMINING THE WITHHOLDING STATUS INSTRUCTIONS: This questionnaire is to be completed by the County depm1ment for sen·ices contracts and must be included as pai1 of the contract package. Be sure to answer all of the questions in Sections I and II and to complete the ce11ifications on page 2. Sections III and IV contain supplemental questions to be answered for contractors in ce11ain service categories. CONTRACTOR NAME: Aramark Correctional TITLE/SERVICE: Food Services Deliverv DEPT. CO1\T ACT: Reynaldo Bondoc Services. LLC. 290541 DEPT#: PHONE: 510-208-9767 I. INFORMATION ABOUT THE CONTRACTOR YES 1. Is the contractor a corporation or pminership'? (X) 2. Does the contractor have the right per the contract to hire others to do the work agreed to in the contract'? (X) 3. If the answer to BOTH questions is YES. provide the employer ID number here:_ 23-2573585 No other questions need to be answered. Withholding is not required. 4. If the answer to question 1 is NO and 2 is YES, provide the individual social security number here: No other questions need to be answered. Withholding is not required. 5. If the answer to question 2 is NO. continue to Section II. II. RELATIONSHIP 1. Does the County have the right to control the way in which the work will be done. i.e., will the County be able to specify the sequence of steps or the processes to be followed if it chooses to do so'? 2. Is the contractor restricted from performing similar sen·ices for other businesses while he is working for the County'? 3. Will the contractor be working for more than 50% of the time for the County (50% = 20 hrs/wk: 80 hrs/mo)'? ( ) 4. Is the relationship between the County and the contractor intended to be ongoing'? ( ) OF THE PARTIES NO ( YES NO ) ) ) ) ( ( Page I of 2 W-1 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 58 of 129 110-23 Master Contract No. 901240 Procurement Contract No. 11293 III. FOR CONSULT ANTS, PROJECT MANAGERS, PROJECT COORDINATORS YES NO 1. Is the contractor being hired for a period of time rather than for a specific project ? ( ) ( ) 2. Will payment be based on a wage or salary (as opposed to a commission or lump sum)? ( ) ( ) IV. FOR PHYSICIANS, PSYCHIATRISTS, DENTISTS, YES NO PSYCHOLOGISTS 1. Will the agreement be with an individual who does not have an outside practice? ( ) ( ) 2. Will the contractor work more than an average of ten hours per week ? IF THE ANSWER TO QUESTION 2 IS YES , ANSWER QUESTION 3. ( ) ( ) 3. Will the Count y provide more than 20% of the contractor ' s income ? ( ) ( ) 4. If the answer to either question 2, or if required , question 3 is NO , the entire answer is NO . A "YES " answer to any of the questions in Section II, or, if applicable , Sections III or IV constitutes justification for paying the contractor through the payroll system as an "employee for withholding purposes. " CERTIFICATIONS: wo MIC contract I hereby certify that the answers to the above questions accurately reflect the anticipated Mark R. Adams , Vice President Finance Printed Name Printed Name/ ~/7-~/\') Date Date Page 2 of 2 / 1 W-2 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 59 of 129 :\laster Contract .'\o. 901240 Procurement Contract '.\'o. 11293 COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT This Agreement, dated as of _________ , 2015, is by and between the County of Alameda. hereinafter referred to as the ··county ... and Aramark Correctional Services, LLC., hereinafter referred to as the ··Contractor ... WITNESSETH Whereas, County desires to obtain food services which are more fully described in Exhibit A hereto ("Services .. ); and Whereas. Contractor is professionally qualified to provide such services and is willing to provide same to County; and Now, therefore it is agreed that County does hereby retain Contractor to provide Food Services, and Contractor accepts such engagement, on the General Tem1s and Conditions hereinafter specified in this Agreement, the Additional Provisions attached hereto. and the following described exhibits, all of which are incorporated into this Agreement by this reference: Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit A A-1 A-2 A-3 B C D E F G Definition of Services Specific Requirements Deliverables/Reports Subcontractors Payment Terms Insurance Requirements Debarment and Suspension Certification Contract Compliance Reporting Requirements The Iran Contracting Act (ICA) of2010 Micros POS System The term of this Agreement shall be from July I, 2015 through .Iune 30, 2018. The compensation payable to Contractor hereunder shall not exceed nineteen million, ninety seven thousand. and one hundred forty eight do! la rs ($19,097.148) for the term of this Agreement. Page 1 of 17 W-3 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 60 of 129 Master Contract o. 901240 Procurement Contract No. 11293 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. COUNTY OF ALAMEDA ARAMARK CORRECTIONAL SERVICES , LLC. Signature Name: --Title: __ Date: _ Name: Mark R. Adam s John Glann'------ -=-=-"=-=--~= (Printed) (Printed) Vice President Finance Title: --_ _;:;c.P....::u:..::..rc=h=a=s=in=g~A:....=,a;,g-=en=t'------------ (_z__q ___ / S-_ _____;_ 7 ___ _l Date: (Q-ti-'/5' By signing above, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement , he/she or the entity upon behalf of which he/she acted, executed this Agreement. Page 2 of 17 W-4 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 61 of 129 Master Contract ~o. 901240 Procurement Contract No. 11293 GENERAL TERMS AND CONDITIONS 1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is created by this Agreement; it being understood and agreed that Contractor is an independent contractor. Contractor is not the agent or employee of the County in any capacity whatsoever, and County shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor. Contractor shall have no claim under this Agreement or otherwise. for seniority, vacation time. vacation pay. sick leave, personal time off, overtime. health insurance medical care, hospital care, retirement benefits, social security, disability. Workers· Compensation, or unemployment insurance benefits. civil service protection. or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold County harmless from any and all liability \Vhich County may incur because of Contractor's failure to pay such amounts. In carrying out the work contemplated herein. Contractor shall comply with all applicable federal and state workers· compensation and liability laws and regulations with respect to the officers. agents and/or employees conducting and participating in the work: and agrees that such officers, agents, and/or employees will be considered as independent contractors and shall not be treated or considered in any way as officers, agents and/or employees of County. Contractor does. by this Agreement, agree to perform his/her said work and functions at all times in strict accordance with currently approved methods and practices in his/her field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent, efficient. timely and satisfactory manner and in accordance with the standards required by the County agency concerned. Notwithstanding the foregoing. if the County determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding. County may upon tv,o week's notice to Contractor. v,-ithhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments 2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Page 3 of 17 W-5 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 62 of 129 Master Contract l\'o. 901240 Procurement Contract No. 11293 Supervisors. employees and agents from and against any and all claims. losses. damages. liabilities and expenses. including but not limited to attorneys' fees, arising out of or resulting from the perfonnance of services under this Agreement, provided that any such claim. loss. damage. liability or expense is attributable to bodily injury. sickness. disease. death or to injury to or destruction of property. including the loss therefrom. or to any violation of federal. state or municipal law or regulation. which arises out of or is any way connected with the perfonnance of this agreement ( collectively ·•Liabilities'') except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder. The obligations of this indemnity shall be for the full amount of all damage to County. including defense costs. and shall not be limited by any insurance limits. In the event that Contractor or any employee, agent. or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees· Retirement Association (ACERA) or California Public Employees· Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee of County. Contractor shall indemnify. defend. and hold harmless County for the payment of any employee and/or employer contributions for A CERA and PERS benefits on behalf of Contractor or its employees. agents, or subcontractors. as well as for the payment of any penalties and interest on such contributions. which would otherwise be the responsibility of County. 3. INSURANCE AND BOND: Contractor shall at all times during the term of the Agreement with the County maintain in force. at minimum. those insurance policies and bonds as designated in the attached Exhibit C. and will comply with all those requirements as stated therein. The County and all parties as set forth on Exhibit C shall be considered an additional insured or loss payee if applicable. All of Contractor's available insurance coverage and proceeds in excess of the specified minimum limits shall be available to satisfy any and all claims of the County. including defense costs and damages. Any insurance limitations are independent of and shall not limit the indemnification terms of this Agreement. Contractor's insurance policies. including excess and umbrella insurance policies. shall include an endorsement and be primary and non-contributory and will not seek contribution from any other insurance (or self-insurance) available to County. Contractor's excess and umbrella insurance shall also apply on a primary and noncontributory basis for the benefit of the County before County's own insurance policy or self-insurance shall be called upon to protect it as a named insured. 4. PREY AILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shall pay to persons performing labor in and about Work provided for in Contract not less than the general prevailing rate of per diem wages for work of a similar Page 4 of 17 W-6 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 63 of 129 l\laster Con tract :'\ o. 901240 Procurement Contract :'\o. I I 293 character in the locality in which the Work is performed. and not less than the general prevailing rate of per diem wages for legal holiday and ove1time work in said locality. which per diem \vages shall not be less than the stipulated rates contained in a schedule thereof which has been asce1tained and determined by the Director of the State Department of Industrial Relations to be the general prevailing rate of per diem wages for each craft or type of workman or mechanic needed to execute this contract. 5. WORKERS' COMPENSATION: Contractor shall provide Workers' Compensation insurance. as applicable. at Contractor's own cost and expense and further. neither the Contractor nor its carrier shall be entitled to recover from County any costs. settlements. or expenses of Workers' Compensation claims arising out of this Agreement. 6. CONFORMITY WITH LA \:V AND SAFETY: a. In performing services under this Agreement. Contractor shall obsenT and comply with all applicable lmvs. ordinances. codes and regulations of governmental agencies. including federal. state. municipal. and local governing bodies. having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act. Contractor shall indemnify and hold County harmless from any and all liability. fines. penalties and consequences from any of Contractor's failures to comply with such laws. ordinances. codes and regulations. b. Accidents: If a death. serious personal injury or substantial property damage occurs in connection with Contractor· s perfomrnnce of this Agreement. Contractor shall immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to County a written report. in such form as may be required by County of all accidents which occur in connection with this Agreement. This report must include the following information: ( 1) name and address of the injured or deceased person(s): (2) name and address of Contractor's sub-Contractor. if any: (3) name and address of Contractor's liability insurance carrier: and (4) a detailed description of the accident and whether any of County's equipment. tools. material. or staff were involved. c. Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstances surrounding a potential claim. \vhile maintaining public safety. and to grant to the County the opportunity to review and inspect such evidence. including the scene of the accident. Page 5 of 17 W-7 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 64 of 129 !\laster Contract '.\o. 901240 Procurement Contract '.\o. 11293 7. DEBARMENT AND SUSPENSION CERTIFICATION: (Applicable to all agreements funded in pai1 or whole with federal funds and contracts over $25.000). a. By signing this agreement and Exhibit D. Debarment and Suspension Certification. Contractor/Grantee a 6rrees to comply with applicable federal suspension and debarment regulations. including but not limited to 7 Code of Federal Regulations (CFR) 30 I 6.35. 28 CFR 66.35. 29 CFR 97.35. 34 CFR 80.35. 45 CFR 92.35 and Executive Order 12549. b. By signing this agreement. Contractor ce11ifies to the best of its knowledge and belief. that it and its principals: (I) (2) Are not presently debarred. suspended. proposed for debarment. declared ineligible. or voluntary excluded by any federal depai1ment or agency: Shall not knowingly who is proposed for suspended. declared participation in such enter into any CO\ ered transaction with a person debarment under federal regulations. debaned. ineligible. or voluntarily excluded from transaction. 8. PAYMENT: For services performed in accordance with this Agreement. payment shall be made to Contractor as provided in Exhibit B hereto. 9. TRAVEL EXPENSES: Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement. I 0. TAXES: Payment of all applicable federal. state. and local taxes shall be the sole responsibility of the Contractor. 11. OWNERSHIP OF DOCUMENTS: Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals. plans. specification. designs. drawings. sketches. renderings. models. reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement. whether prepared by the County. the Contractor, the Contractor· s sub-Contractors or third parties at the request of the Contractor ( collecti\ ely. --Documents and Materials .. ). This explicitly includes the electronic copies of all above stated documentation. Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractor's Information System. respecting in any \vay the subject matter of this Agreement. Page 6 of 17 W-8 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 65 of 129 '.\laster Contract :\o. 901240 Procurement Contract :\o. 11293 Contractor shall he permitted to retain copies. including reproducible copies and computerized copies. of said Documents and Materials. Contractor agrees to take such further steps as may he reasonably requested by County to implement the aforesaid assi12:nment. If for anv. reason said assi12:nment is not effective. Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials. The County· s rights under this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractor· s services as set forth in Exhibit "A .. of this Agreement have been fully performed or paid for. ~ ~ In Contractor" s contracts \\ ith other Contractors. Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license ri2hts as to that Contractor· s Documents and l'vlaterials. Contractor a2rees to defend. indemnify. and hold the County harmless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors and/or SubContractors. ~ ~ Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials. methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit "A". and shall defend. indemnify and hold the County harmless from any claims for infringement of patent or copyright arising out of such selection. The County's rights under this Paragraph 1 1 shall not extend to any computer software used to create such Documents and Materials. 12. CONFLICT OF INTEREST: CONFIDENTIALITY: The Contractor covenants that it presently has no interest. and shall not have any interest. direct or indirect, which would conflict in any manner with the performance of services required under this Agreement. Without limitation. Contractor represents to and agrees \vith the County that Contractor has no present. and will have no future. conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state ,vildlife. environmental or regulatory agency) which has any interest adverse or potentially adverse to the County. as determined in the reasonable judgment of the Board of Supervisors of the County. The Contractor agrees that any information. whether proprietary or not. made known to or discovered by it during the performance of or in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person. The Contractor agrees to immediately notify the County by notices prO\·ided in accordance v,:ith Paragraph 13 of this Agreement. if it is requested to disclose any information made known to or disco,·ered by it during the Page 7 of 17 W-9 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 66 of 129 ,taster Contract :\o. 901240 Procurement Contract :\o. 11293 performance of or in connection with this Agreement. These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder. 13. NOTICES: All notices, requests. denrnnds. or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows: Personal delivery: When personally delivered to the recipient. notices are effective on delivery. First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice. notice is effective three (3) mail delivery days after deposit in a United States Postal Sen·ice office or mailbox. Certified Mail: When mailed certified mail. return receipt requested. notice is effective on receipt. if deliwry is confirmed by a return receipt. Overnight Delivery: When delivered by O\ ernight delivery (Federal Express/Airborne/United Parcel Service/OHL WorldWide Express) with charges prepaid or charged to the sender·s account. notice is effective on delivery. if delivery is confirmed by the delivery service. Telex or facsimile transmission: When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice. notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery. or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed receiwd on the next business day if it is received after 5 :00 p.m. (recipient's time) or on a non-business day. Addresses for purpose of giving notice are as follows: To County: COUNTY OF ALAMEDA Alameda County Sheriffs Office 140 I Lakeside Dr .. 12th Floor Oakland. CA 94612 Attn: Reynaldo Bondoc To Contractor: Aramark Correctional Services. LLC. 110 I Market Street Philadelphia, PA 19107 Attn: Karen Russell Any correctly addressed notice that is refused. unclaimed. or undeliverable because of an act or omission of the party to be notified shall he deemed effective Page 8 of 17 W-10 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 67 of 129 /\laster Contract .'\o. 901240 Procurement Contract .'\o. 11293 as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities. messenger. or overnight delivery service. Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement. 14. USE OF COUNTY PROPERTY: Contractor shall not use County property (including equipment. instruments and supplies) or personnel for any puqJose other than in the performance of his/her obligations under this Agreement. 15. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/she/it will comply with Title VII of the Civil Rights Act of 1964 and that no person shall. on the grounds of race. creed. color. disability. sex. sexual orientation. national origin. age. religion. Vietnam-era Veteran· s status. political affiliation. or any other non-merit factor. be excluded from participation in. be denied the benefits of. or be otherwise subjected to discrimination under this Agreement. a. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result of this Agreement. state that it is an "Equal Opp011unity Employer" or that all qualified applicants will receive consideration for employment without regard to their race. creed. color. disability. sex. sexual orientation. national origin. age. religion. Vietnamera Veteran· s status. political affiliation. or any other non-merit factor. b. Contractor shall, if requested to so do by the County. certify that it has not. in the performance of this Agreement. discriminated against applicants or employees because of their race. creed, color. disability. sex. sexual orientation. national origin, age. religion. Vietnam-era Veteran·s status. political affiliation, or any other non-merit factor. c. If requested to do so by the County. Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices. except to the extent such records or portions of such records are confidential or privileged under state or federal law. d. Contractor shall recruit vigorously and encourage minority-owned and women-owned businesses to bid its subcontracts. e. Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act. which is prohibited by law. f. The Contractor shall include the prmisions set fo11h in paragraphs A through E (above) in each of its subcontracts. Page 9 of 17 W-11 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 68 of 129 '.\laster Contract :\o. 901240 Procurement Contract .'\o. 11293 16. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the County's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture. distribute. dispense. possess or use controlled substances. as defined in 21 U.S. Code ~ 812. including. but not limited to. marijuana. heroin. cocaine. and amphetamines. at any County facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site. the Contractor \Vithin five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement 17. AUDITS: ACCESS TO RECORDS: The Contractor shall make m·ailable to the County. its authorized agents. officers. or employees. for examination any and all ledgers. books of accounts. im·oices. \'Ouchers. cancelled checks. and other records or documents evidencing or relating to the expenditures and disbursements charged to the County. and shall furnish to the County. its authorized agents. officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor. The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the perfom1ance of this Agreement. If such books and records are not kept and maintained by Contractor \Vithin the County of Alameda. California. Contractor shall. upon request of the County. make such books and records a\·ailable to the County for inspection at a location within County or Contractor shall pay to the County the reasonable. and necessary costs incurred by the County in inspecting Contractor's books and records. including. but not limited to. Wl\ el. lodging and subsistence costs. Contractor shall pro\'ide such assistance as may be reasonably required in the course of such inspection. The County further reserves the right to examine and reexamine said books. records and data during the three (3) year period following termination of this Agreement or completion of all work hereunder. as evidenced in writing by the County. and the Contractor shall in no event dispose of. destroy. alter. or mutilate said books. records. accounts. and data in any manner whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed, whichever is later. 18. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement. all Documents and Materials. as defined in Paragraph I I of this Agreement. Contractor·s obligations under the preceding sentence shall continue for three (3) Page IO of 17 W-12 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 69 of 129 Master Contract No. 901240 Procurement Contract No. 11293 years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County), and Contractor shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for three (3) years following the County's last payment to Contractor under this Agreement. 19. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement. 20. TERMINATION: The County has and reserves the right to suspend, terminate, or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice. In the event that the County should abandon. terminate. or suspend the Contractor·s work. the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, termination, or abandonment. Said payment shall be computed in accordance with Exhibit B hereto, provided that the maximum amount payable to Contractor for its food services delivery shall not exceed $19,097,148 in payments for services provided hereunder prior to the effective date of said suspension, tennination, or abandonment. 21. SMALL LOCAL AND EMERGING BUSINESS PARTICIPATION: Contractor shall subcontract with the SLEB subcontractors identified in Exhibit A-3 designated small local and emerging business entities-for services to be provided under this Agreement for a total of twenty percent (20%) of the contract value of this Agreement in accordance with County's Small and Emerging Local Business provision, which includes but is not limited to: a. SLEB subcontractor(s) is independently owned and operated (i.e., is not owned or operated in any way by Prime), nor do any employees of either entity work for the other. b. As is applicable, Contractor shall ensure that the certification status of participating SLEB subcontractors is maintained in compliance with the SLEB Program for the tenn of this contract. c. Contractor shall not substitute or add any small and/or emerging local business(s) listed in this agreement without prior written approval from the County. Said requests to substitute or add a small and/or emerging local business shall be submitted in writing to the County department contract representative identified under Item # 13 above. Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency, Office of Contract Compliance (OCC). Page 11 of 17 W-13 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 70 of 129 Master Contract No. 901240 Procurement Contract No. 11293 d. All SLEB participation, except for SLEB prime contractor, must be tracked and monitored utilizing the Elation compliance System. Contractor and Contractor ' s small and/or emerging local businesses participating as subcontractors on the awarded contract are required to use the Elation webbased compliance system as described in Exhibit E (Contract Compliance Reporting Requirements) to report and validate payments made by Prime Contractors to the certified small and/or emerging local businesses . It is the Contractor ' s responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Elation compliance system. SLEB prime contractor with SLEB subcontractors must enter payments made to subcontractors in the Elation System and ensure that SLEB subcontractors confirm payments received. County will be under no obligation to pay contractor for the percent committed to a SLEB subcontractor if the work is not perfonned by the listed small and/or emerging local business . For further infonnation regarding the Small Local Emerging Business participation requirements and utilization of the Alameda County Contract Compliance System contact the County Auditor-Controller ' s Office of Contract Compliance (OCC) via e-mail at ACSLEBcompliance@acgov.org . 22. FIRST SOURCE PROGRAM: For contracts over $100,000 , Contractor shall provide County ten ( 10) working days to refer to Contractor , potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the County that Contractor has available during the contract term before advertising to the general public. 23. CHOICE OF LAW : This Agreement shall be governed by the laws of the State of California . 24. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach , failure , right or remedy. No waiver of any breach , failure , right or remedy shall be deemed a waiver of any other breach , failure , right or remedy , whether or not similar , nor shall any waiver constitute a continuing waiver unless the writing so specifies . 25. ENTIRE AGREEMENT: This Agreement , including all attachments, exhibits , and any other documents specifically incorporated into this Agreement , shall constitute the entire agreement between County and Contractor relating to the subject matter of this Agreement. As used herein , Agreement refers to and Page 12 of 17 W-14 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 71 of 129 l\taster Contract :\o. 901240 Procurement Contract ~o. 11293 includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements. written or oral. between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both parties. 26. HEADINGS herein are for convenience of reference only and shall in no \vay affect interpretation of the Agreement. 27. ADVERTISING OR PUBLICITY: Contractor shall not use the name of County. its officers. directors. employees or agents. in adve11ising or publicity releases or otherv-.·ise without securing the prior written consent of County in each instance. 28. MODIFICATION OF AGREEMENT: This Agreement may be supplemented. amended. or modified only by the mutual agreement of the parties. No supplement. amendment. or modification of this Agreement shall be binding unless it is in \Vriting and signed by authorized representatives of both pm1ies. 29. ASSURANCE OF PERFORMANCE: If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement. County may request from Contractor prompt written assurances of performance and a written plan acceptable to County. to correct the observed deficiencies in Contractor"s performance. Contractor shall provide such written assurances and written plan within ten ( I 0) calendar days of its receipt of County· s request and shall thereafter diligently commence and fully perform such written plan. Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement. 30. SUBCONTRACTING/ ASSIGNMENT: Contractor shall not subcontract. assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Count:(s prior \\Titten approYal. a. Neither party shall. on the basis of this Agreement. contract on behalf of or in the name of the other party. Any agreement that violates this Section shall confer no rights on any pm1y and shall be null and void. b. Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without County·s prior written approval. c. Contractor shall require all subcontractors to comply with all indemnification and insurance requirements of this agreement. including. Page 13 of 17 W-15 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 72 of 129 '.\laster Contract :\o. 901240 Procurement Contract :\o. 11293 without limitation, Exhibit C. Contractor shall verify subcontractor·s compliance. d. Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement. regardless of the terms of any agreement between Contractor and its subcontractors. 31. SUR VIV AL: The obligations of this Agreement. which by their nature would continue beyond the termination on expiration of the Agreement. including without limitation. the obligations regarding Indemnification (Paragraph 2). Ownership of Documents (Paragraph 11). and Conflict of Interest (Paragraph 12). shall survive termination or expiration. 32. SEVERABILITY: If a cour1 of competent jurisdiction holds any provision of this Agreement to be illegal. unenforceable. or invalid in whole or in part for any reason. the validity and enforceability of the remaining provisions. or portions of them. ,viii not be affected. unless an essential purpose of this Agreement would be defeated by the loss of the illegal. unenforceable. or invalid provision. 33. PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations. claims. or threatened claims that the materials. services. hardware or soft\\ arc ( "Contractor Products") prO\ ided to County under this Agreement infringe any patent. copyright or other proprietary right. Contractor shall defend. indemnify and hold harmless County of. from and against all losses. claims. damages. liabilities. costs expenses and amounts (collectiwly. "Losses") arising out of or in connection with an assertion that any Contractor Products or the use thereof. infringe any patent, copyright or other proprietary right of any third party. County will: ( 1) notify Contractor promptly of such claim, suit or assertion: (2) permit Contractor to defend. compromise. or settle the claim: and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County· s prior written consent. to any settlement. which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products. a. If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County. County may defend itself and/or settle such proceeding. and Contractor shall pay to County any and all losses. damages and expenses ( including attorney· s fees and costs) incurred in relationship with County's defense and/or settlement of such proceeding. b. In the case of any such claim of infringement. Contractor shall either, at its option. (I) procure for County the right to continue using the Contractor Page 14 of 17 W-16 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 73 of 129 '.\laster Contract :\o. 901240 Procurement Contract :\o. I 1293 Products: or (2) replace or modify the Contractor Products so that that they become non-infringing. but equivalent in functionality and performance. c. Notwithstanding this Section 33. County retains the right and ability to defend itself. at its own expense against any claims that Contractor Products infringe any patent. cop 1Tight. or other intellectual property right. 34. OTHER AGENCIES: Other tax supported agencies ,,·ithin the State of California who have not contracted fclr their own requirements may desire to paiiicipate in this contract. The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements. If the Contractor elects to supply other agencies. orders will be placed directly by the agency and payments made directly by the agency. 35. EXTENSION: This agreement may be extended for an additional t,,·o years by mutual agreement of the County and the Contractor. 36. SIGNATORY: By signing this agreement. signatory ,,·arrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this A 6rreement. he/she or the entity upon behalf of which he/she acted. executed this Agreement [END OF GENERAL TERMS AND CONDITIONS] Page 15 of 17 W-17 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 74 of 129 l\Iaster Contract ~o. 901240 Procurement Contract l\'o. 11293 ADDITIONAL PROVISIONS I. Additional Terms 37. Prohibition on Contraband: Contractor will do its best to ensure that no contraband and/or other prohibited items make its way into the county jails through the delivery and/or preparation of food by Contractor. If not already in place, Contractor shall develop a plan and policy to address how it can limit the addition and/or placement of contraband and/or other prohibited items into its products within sixty (60) days after this Agreement becomes effective. This policy shall be presented to ACSO as soon as it is drafted. Should ACSO discover that any contraband or other prohibited items has entered the county jails through Contractor services, it shall be considered a material breach and ACSO will have the right to terminate this Agreement without notice. Moreover, Contractor agrees to fully indemnify and defend the County and ACSO for any incidents where such contraband or other prohibited items can be traced to Contractor. 38. Compliance with Law: Contractor shall, at its sole expense, conduct and cause to be conducted all activities in the jails and on any Alameda County property in compliance with all laws, regulations, codes, ordinances and orders of any governmental or other regulatory entity. whether presently in effect or subsequently adopted, and whether or not in the contemplation of the Parties. Contractor shall. at its sole expense, procure and maintain in force at all times during the contract any and all business and other licenses or approvals necessary to conduct the activities allowed hereunder. Nothing herein shall limit in any way Contractor's obligation to obtain any required regulatory approvals from County departments, boards or commissions or other governmental regulatory authorities or limit in any way County's exercise of its police powers, including approval of all individuals who may enter any of the County jails. 39. Safety: Contractor agrees to conduct its activities at all times in a safe and prudent manner with full regard to the jail policy and safety and the public safety and to observe all applicable rules, regulations, policies and requests of the County, ACSO, and other government agencies responsible for public safety. 40. Security: Contractor acknowledges that pursuant to entering the Agreement with the County and performing services, Contractor may be exposed to and may review, see, or observe security procedures, information, data, and/or records that constitute secure, safety, valuable, confidential and proprietary information, knowhmv, jail procedures, and trade secrets. belonging to County and ACSO, or their agents, entities. or affiliates and/or third parties (hereinafter referred to as "Confidential Information") In consideration of being made privy to such Confidential Information, Contractor hereby agrees to hold the same in strict confidence, and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of the Confidential Information. Contractor Page 16 of 17 W-18 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 75 of 129 Master Contract o. 901240 Procurement Contract o. 11293 understands that disclosure of any such inf01mation, or failure to follow ACSO procedures could result in extreme harm including possibly great bodily harm or death of inmates, County staff , the public and Contractor. 41. Regulatory Changes : Should a change in Federal, State , and/or County laws or regulations affect the terms of this Agreement , the Parties agree to modify and/or adjust this Agreement to reflect those changes. II. 1. Revisions to General Terms and Conditions : The following is added to Provision 6, CONFORMITY WITH LAW AND SAFETY: d. 2. Contractor shall adopt and comply with the Prison Rape Elimination Act (PREA) standards and make information available to Alameda County , as required under 28 CFR § 115 .12, to demonstrate its PREA compliance . 28 CFR §115.401 requires Contractor to engage in receive a PREA audit at least once during each three-year audit cycle beginning period starting on August 20 , 2013 . Contractor will make available to Alameda County Sheriffs Office Contract Monitor Contractor the auditor 's final report after completion of an audit. Until the first audit report becomes available, Contractor shall demonstrate PREA compliance to Alameda County by furnishing a copy of its PREA policy to Alameda County Sheriffs Office Contract Monitor Contractor Paragraph 20 , TERMINATION , is amended by adding the following sentence: County shall provid~ Contractor sixty (60) days ' prior notice of termination pursuant to tli1s sect10n. Page 17 of 17 W-19 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 76 of 129 '.\laster Contract :\o. 901240 Procurement Contract :\o. 11293 EXHIBIT A DEFINITION OF SERVICES Contractor shall provide food services with the Specific Requirements. Deliverables/Reports set on this Exhibit A. Exhibit A-1. and Exhibit A-2. 2. a. This Exhibit A has been drafted to include the requirements contained in the Request for Proposal (RFP) No. 901240. including any addenda. the proposal response of Contractor (Response). and additional services that the County obtained through negotiations. if any. In the event of any conflict (direct or indirect) among any of the exhibits. the RFP and the Response. the more stringent requirements providing the County with the broader scope of services shall have precedence. such that this Exhibit A including all attachments. the scope of work described in the RFP and the scope of work described in Contractor·s proposal shall be performed to the greatest extent feasible. This incoq)oration specifically excludes the liquidated damages provision. contained in Section R. beginning on page 39 and the Exhibit E. b. The RFP and Response may be relied upon to interpret this Contract and shall be applied in such a manner so that the obligations of the Contractor are to provide the County with the broadest scope of services for the best value. Contractor project team \vill consist of the follmving Key Personnel and subcontractors. as . t11e contract term: app I'1cabl e d urmg Key Personnel Title Karen Russell Eric Johnson Lori McConnell Kristen J. Scott Brian Savannah Cynthia Irizarry Kelly Merrick A1i Phillips Joseph LeBlanc Anton Haddad Director of Business Development Regional President Resident District Manager Food Service Director. Operations Food Service Director. Cook Chill Production Director of Nutritional and Operational Supp011 Regional Finance Director Human Resources Director SLEB Subcontractor (.I. LeBlanc Dairy) SLEB Subcontractor (Atlantis Food Services Corp.) Contractor agrees that it shall not transfer or reassign the individuals identified above as Key Personnel or substitute subcontractors without the express written agreement of County. which agreement shall not be unreasonably withheld. Should such individual or individuals in the employ of Contractor no longer be employed by Contractor during the term of this Agreement. Contractor shall make a good faith cff011to present to County an individual \vith greater or equal qualifications as a replacement subject to County" s approval. which approval shal 1 not be unreasonably withheld. 3. The approval of County to a requested change shall not release Contractor from its obligations under this Agreement. Exhibit A Page I of 1 W-20 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 77 of 129 ,1aster Contract :\o. 901240 Procurement Contract '.\o. 11293 EXHIBIT A-1 SPECIFIC REQUIREMENTS 1. Contractor" s Responsibilities a. General Requirements: The Contractor shall have full responsibility for the operation of the Alameda County Sheriffs Office (ACSO) food service program. The work detailed shall proceed with promptness and diligence and shall be executed in accordance with the highest professional workmanship standards in the field and to the satisfaction of the County of Alameda. Further. all work. materials. and services not expressly called for. but may be necessary for the complete and proper performance of the work. shall be performed or filrnished hr the Contractor. Contractor shall be responsible for ensuring levels of sanitation meet the food standards required by ACA standards. local regulations. and Hazardous Critical Control Points (HACCP). The contractor shall adhere to all Food Safety and Sanitation Codes and Rules and Regulations as detailed by the County of Alameda's Public Health Regulations Governing Food Service/Preparation. b. The Contractor shall be responsible for: ( 1) The purchase. maintenance and control of food and supplies. and the provision of meals that arc to be delivered to areas specified for inmates and staff at all ACSO facilities. satellite facilities, and off-site facilities in accordance with the menu requirements. meal service requirements. quality requirements. and sanitation requirements established in this Specific Requirements and the Contract: (2) The provision, supervision. and training of all contractor staff required to provide food delivery service operations to ACSO: (3) The planning. scheduling. supervision. and training of all inmate food service workers: ( 4) All contractor's employees shall be required to attend a civilian training course provided by ACSO and will be ce11ified on up-to-date expectations, security policies. sexual harassment training. etc. Documentation will be kept by contractor to memorialize attendance to such training: (5) The effective use of any County Jail Facility (""Jail.. ) ..cook-chill .. production facility to ensure that it is utilized to its fullest capacity: Exhibit A-1 Page 1 of 15 W-21 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 78 of 129 :\laster Contract l\o. 901240 Procurement Contract .'\o. I 1293 2. ( 6) The safe. careful, and sanitary operation of all ACSO kitchen facilities and equipment to ensure the highest levels of sanitation and maintenance are consistent with the AC so· s policies and procedures. the laws of the United States. the laws of the State of California. and the ordinances and regulations of Alameda County: (7) Contractor shall utilize re-usable trays in sen·ing plated inmate meals. except for agreed upon inmate populations. Contractor shall take necessary actions to ensure trays remain in service for their lifetime by implementing inventory control measures. and ensuring proper sanitation and cleaning procedures: (8) Contractor shall utilize re-usable cutlery (sporks) for inmate meals as directed by the ACSO staff. Contractor shall not distribute disposable cutlery in meals deli,·ered to housing units using re-usable cutlery: ( 9) Staying abreast of changes to all laws and regulations governing the service of inmate food services: ( I 0) The compliance of all employees and inmate workers under contractor· s direction. according to the policies and procedures established by ACSO: particularly those involving security operations: ( 11) The development and implementation of a continuous quality improvement program designed to immediately identify and correct any deficiencies within the contractor· s food services operation: and ( 12) The development of a successful working relationship with ACSO management and staff through the continuous provision of a high quality food service program. Operational Requirements a. Cook-Chill Production Requirements: Alameda County uses an advanced ··cook-chill" production system in the food sen·ice production center that also includes a "blast-chill" component. The contractor shall be responsible for the effective use of the Alameda County "cook-chill" production facility to ensure that it is utilized to fullest capacity consistent ,vith the County's needs while preserving the County's investment in the facility b. Environmental Initiatives: Contractor shall ensure recyclable and compostable items generated in kitchen and onsite office operations are separated appropriately by inmate and Contractor staff and disposed of in appropriate hauler provided collection containers. At minimum. the following materials shall be sorted. managed and disposed of to ensure recycling: Exhibit A-1 Page 2 of 15 W-22 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 79 of 129 '.\laster Contract '.\o. 901240 Procurement Contract '.\o. 11293 c. (I) CorTugated cardboard: (2) #10 tin cans: (3) Other packaging materials acceptable in hauler provided recycling program: and (4) Office paper. paperboard. newspaper and other paper products acceptable in hauler provided recycling program. Food Labeling: (I) The contractor shall possess or develop a system. including a time coding system. where applicable. that will prevent foods from being served that do not meet the minimum quality standards. (2) ··cook-chill" items maintained in the Food Bank Inventory shall indicate the item name. date of production. batch number. and the date of expiration for each batch of food prepared and placed into the tumbler chiller for cooling. The final hag leaving the preparation area shall he marked with the batch number as well as notation of final bag. d. Temperatures: ··cook-chill'" refrigerated foods will be maintained at a temperature between 28.5°F and 31 °F. e. Use of Standardized Recipes: f. (I) The contractor will possess. or will develop. test. and use standard recipes. Quality. consistency. portion control. and cost control will be maintained by the use of these and other means. (2) All recipes will be developed with Hazardous Critical Control Points (HACCP) criteria identified. The recipe will include identified potential hazards to each food item. the identity of the critical control points and will indicate the method of control. Purchasing: (I) Contractor shall meet minimum purchasing specifications or the County of Alameda· s specifications, whichever is higher, to be used in the purchase of all food products, small wares. utensils. and disposable service ware. which \viii include spoons (sporks). Exhibit A- I Page 3 of 15 W-23 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 80 of 129 '.\laster Contract :\o. 901240 Procurement Contract :\o. 11293 (2) ACSO shall approve. in writing, any changes from the stated specifications. Proposed exceptions must he clearly detailed hy the contractor and submitted in writing for reviev,:. (3) The minimum grade specifications are to be as follows for inmate meals: (a) Beef(b) U.S.D.A. Select or better: Pork- U.S.D.A. Select or better: (c) Lamb- (d) Processed Meat From U.S.D.A. government inspected plants: (e) Poultry- (4) g. U.S.D.A. Select or better: U.S.D.A. Grade B or better: (f} Dairy- Eggs U.S.D.A. or State Graded A: (g) Fish and Seafood - Fresh or frozen. must be packed under continuous inspection of U.S. Dcpaiiment of Commerce: (h) Canned Fruits or VegetablesFancy:and (i) Frozen Fruits and Vegetables - U.S.D.A. Grade 6 or better. U.S.D.A. Grade B or better or Staff meals will utilize USDA Choice meats. as well as Grade ..A .. fruits and vegetables. Menu: (I) During the term of the Agreement. the Contractor shall suggest changes to the menu. Changes in the menu should consider improved nutritional value. variety, choice, contrast. visual appeal, customer preference. contemporary food standards. and seasonal variations. (2) Although equipped for --cook-chill" production. Contractor is free to include --pre-cook .. or other cook systems if the ACSO facilities are equipped for such production and upon approval by ACSO. (3) In no case will alcoholic beverages be used. consumed. or kept on the premises. (4) All changes in the menu must have prior written approval by the Contractor's dietitian, ACSO Contracts Captain/Lieutenant. and ACSO Inmate Medical Services Pro\·ider. Exhibit A-1 Page 4 of 15 W-24 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 81 of 129 '.\laster Contract .'\o. 901240 Procurement Contract :\o. 11293 h. 1. (5) The menu cycle used at ACSO is a four-week cycle menu. The menu must include two (2) hot meals (breakfast and dinner) and a cold meal for lunch. The Contractor shall provide proposed four-week menus. ( 6) All meals shall be served on a three (3 )-compm1ment plasticipolymcr tray suitable for use with the "cook-chill"" food preparation and distribution process. and whose approval for use is rescrYed for the Contracts Unit of ACSO. The current tray being utilized by ACSO is 6.25 .. x 8.5 .. x Is· in depth. Nutritional Value and Quality: (I) The Contractor shall provide well-balanced meals meeting the nutritional guidelines set forth in Title 15 Minimum Jail Standards and any applicable California and County laws. (2) Nutritional Analysis - All menus shall be reviewed and ce11ified as to nutritional adequacy and compliance with specifications by a Registered Dietitian (Certified by the Commission on Dietetic Registration) provided by the proposer. (3) The Contractor shall provide a nutrient analysis, recipe, ready-to-eat weight for each serving size portion, and recipes for every menu item. All recipes must be appropriate for the size of the population and all recipes must be submitted to ACSO upon request. Regular Menu - Inmate Meals: (I) Hot 1Cold Breakfast - The contractor will prepare breakfast items utilizing "cookchill" production. The Contractor shall prepare and ship breakfast meals each day at the time designated. Food items will be prepared and served with a hot and cold tray. Meals shall be prepared and shipped to appropriate locations within ACSO facilities prior to the morning court schedule to ensure all inmates receive their meal before leaving the ACSO facilities. All breakfast meals will be served and prepared utilizing Title 15 guidelines and keeping in mind maximum allowable timeframes between served meals. (2) Cold Lunch - The Contractor shall prepare and ship lunch meals each day at the time designated, seven (7) days a week. All lunch meals will be prepared as a bag lunch to ensure portability and opportunity for consumption by courtattending inmates. All lunch meals will be served and prepared utilizing Title 15 guidelines and keeping in mind maximum allowable timeframcs between served meals. Exhibit A-I Page 5 of 15 W-25 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 82 of 129 ,taster Contract :\o. 901240 Procurement Contract :\o. 11293 (3) Hot Dinner Meals - The contractor shall prepare and ship dinner meals each day at the time designated. All dinner meals will be served with a hot and cold tray. All dinner meals will be served and prepared utilizing Title 15 guidelines and keeping in mind maximum allowable timeframes between served meals. (4) Intake, Transfer. and Release Meals: (a) The Contractor shall be required to prepare cold lunch meals for both male and female inmates. These meals will be primarily served to inmates awaiting processing in intake. transfer and release, work details. and outside trips. (b) The Contractor shall vary the type of meat and other similar items in the sandwiches to avoid repetition. (5) Court Meals: The Contractor shall prepare and deliver court meals to the housing units of each facility. Each court meal must be bagged. (6) Medical Diet Menus: (a) General (b) • The Contractor shall provide medical diet meals such as. but not limited to. allergy. diabetic, low salt. low fat. dental soft. dental liquid, pregnancy, renal. vegetarian. and special meals in accordance with ACSO procedures and as ordered by medical staff. Medical staff will continue to record special diet orders that are satisfied by the Universal Menu. • Medical diets shall be served during normal hours in the manner specified by the physician. Arrangements shall be made to provide meals beyond the scheduled meal hours when so ordered by the physician. • The Contractor shall prepare written four-week cycle menus for each approved medical diet. All menus will include portion sizes. The contractor shall consult with its O\Vndietitian and Food Services Coordinator to ensure that the requirements of each diet type are met. Medical Diet Notification: Medical diets are determined by the medical provider. Contractor shall be responsible for obtaining medical diet notifications via the medical provider. Exhibit A-1 Page 6 of 15 W-26 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 83 of 129 Master Contract No. 901240 Procurement Contract No. 11293 (c) (7) Medical Diet Menu Requirements. The \vritten medical diet menu shall: • Identify all food items to be served to meet diet requirements. • Reflect p01iion sizes consistent with diabetic exchanges and/or food manipulation (i.e. Puree) as required to meet the diet requirements. • Be acceptable to ACSO as evidenced by periodic meal inspection repmis. • Medical Diet Recipes - The contractor shall develop standardized recipes to ensure consistency of medical diet menu items and will be fornrnlated. Menu Changes and Substitutions: (a) The Contractor shall make all menu changes requested by the Commanding Officer of the facility (or her/his designee(s)) as long as the change does not increase the price per meal to ACSO and meets all menu requirements. (b) To plan for such changes, the Contractor shall utilize the four-week menu cycle. Changes shall be submitted for review and approval by the Contract Administrator four (4) weeks prior to the effective date of the next menu cycle. (c) Except in an emergency, the Contractor shall not change, by deletion or substitution. items on any menu that have been approved by the ACSO Contract Manager without prior written approval. (d) In a situation requiring a menu substitution, the Contractor shall notify the ACSO Contract Manager 24 hours in advance. Once approved, notice shall also be forwarded to each facility. (e) The Con tractor shall prepare a written report and forward it to the Contract Administrator within 24 hours of the occun-ence of a menu substitution. The report will document the reason for the substitution, the number of substitute meals served, the menu of the substitute meals served. the location of substitute meals served and steps the Contractor will take to prevent future substitutions. (f1 In the event of an emergency change, the Contractor shall make Exhibit A-1 Page 7 of 15 W-27 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 84 of 129 .'\laster Contract :\o. 901240 Procurement Contract :\o. 11293 best efforts to meet the nutritional content for that meal. (8) Holiday and Special Meals Menus: (a) The Contractor shall provide special meals related to specific holidays and themes. (b) At a minimum. special meal programs shall be required for the following Holidays: • • • • • ( c) (9) New Year·s Day: Ramadan - observed for practicing inmates: Easter Sunday: Thanksgiving Day: and Christmas Day Religious Menus - The Contractor shall provide menus at all meals that comply with the religious requirements of the inmates and approved by the ACSO Detentions and Con-ections Commander. Detentions and Corrections Captain ACso·s Contract Administrator. and Inmate Services Chaplain. Contractor must initiate diet service within no more than 24 hours of notification. Examples of religious menus include. but are not limited to. Kosher. Halal. and Ovo-Vegetarian. Contractor shall keep upto-date with cun-ent law and adjust its menus according to controlling state and federal law. including case law. Staff Menus: (a) The health and well-being of S\vorn and non-sworn staff is a very high priority for ACSO. Contractor shall provide tasty. appetizing. wholesome quality meals to the staff at any County run Jail Facility. Officer·s Dining Rooms will be open to staff 24-7. Beverage and Coffee service \\'ill be available 24 hours per day. Inmate labor will not be used in the production or service of these meals. Additionally. there will be defined locations in the jail and administration where the Contractor shall be responsible for stocking coffee and condiments. Meal times for the Santa Rita Jail are: Graveyard: 0001-0500 Day: 0900-1600 Swing: 1630-2100 Meal Times for the Glenn E. Dyer Detention Facility are: Exhibit A-1 Page 8 of 15 W-28 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 85 of 129 \taster Contract :\o. 901240 Procurement Contract :\o. 11293 Graveyard: 0100-0500 Day: 0900-1400 Swing: 1630-2100 Meals served to any Jail Facility staff in the staff dining room shall be displayed in an appealing manner. The following specifications shall apply except where there is a lack of appropriate equipment. (b) The Contractor shall provide a separate four-week menu plan for the staff dining room. • The Contractor shall provide MICROS POS system for staff to pay for their meals: • The Contractor shall provide a Healthy Menu. utilizing a nationally recognized food distributor such as Sysco Food Services: • Contractor shall not utilize inmate menu items for staff: • Contractor shall use a standard recipes based on a business services model: • Contractor shall provide tableside condiments such as hot sauce. salt and pepper. soy sauce. and specialty items as required by the menu are mandatory: • Contractor shall provide a self-service salad bar is required for each meal period. The salad bar shall contain a minimum of three (3) dressings. a variety of 12 or more toppings to include vegetables. yogurt, cottage cheese. a lean protein source (i.e. tuna fish. cubed boneless/skinless chicken. etc.). and shredded cheese. Salad mix must have a variety of green leafy lettuces. A minimum ofthree(3) fruits (at least one (I) must be fresh) shall be offered. Salad bar must include yogurt mixing items (i.e. granola. nuts, raisins. etc.): • Contractor shall provide a deli station for each meal period. A variety of whole muscle lunch meats such as turkey. roast beef, and ham shall be available at each meal service. A minimum of three (3) cheeses shall be offered. These shall be natural cheeses such as Swiss, Monterey jack. and cheddar: Exhibit A-1 Page 9 of 15 W-29 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 86 of 129 !\taster Contract :\o. 901240 Procurement Contract '.\'o. I I 293 J. • Soft Serve ice cream and/or frozen yogurt shall be offered for each meal period: • A daily entree shall be offered for each meal. This can be the same entree for the lunch and dinner meal. A breakfast menu shall be offered for the graveyard shift: • The beverage station shall include a variety of milk. juices. and sodas: • The coffee station shall include all condiments to include dairy and non-dairy creamers. to-go cups. and lids. Cups shall be paper-based. Styrofoam cups are not acceptable: • Re-useable plates, bowls. and glasses shall be used in the staff dining. Replacement of these items shall be the responsibility of the contractor. Disposables shall be provided for staff members who are unable to take their meal breaks in the staff dining room. Disposable silvenvare is acceptable. but must be heavy weight: • Meals shall be billed at a separate cost from the inmate meal: and • Contractor MICROS POS system shall be used to maintain a log of meals served. Log shall include the name of staff or contractor who has purchased the meal. No cash is to be exchanged. Special Catering: ( 1) In the event that food and/or beverages for meetings. luncheons. dinners. inmate related functions are requested. they shall be pro\·ided at cost. (2) Separate records of direct expenses will be maintained. Cost estimates or maximum costs shall be provided prior to the commencement of such functions. Outside labor may be brought in for such functions. as required and as approved by ACSO. k. Meal Service: ( 1) Responsibilities Exhibit A-1 Page 10 of 15 W-30 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 87 of 129 '.\laster Contract 'io. 901240 Procurement Contract 'io. 11293 (a) The contractor shall provide all specified meal service for inmates. staff and guests regardless of holidays. \veather conditions, work stoppages. lack of availability of inmate staff or any other adverse or emergency conditions that shall occur. (b) If. for any reason. the contractor fails to provide food service, the ACSO shall obtain the required meal(s) from the most expedient source. and the contractor shall be responsible for any and all charges. including consequential expenses incuned by ACSO for food service. Charges will be deducted from outstanding invoices and additional damages may be imposed. (2) Set Up: Consistent with the food sen ice deli\ cry system in each facility the contractor shall be responsible to ensure that all meals are in place and ready to serve at the hours specified in that facility (3) Transportation: All transportation from any Jail of prepared food, whether trayed or bulk to facilities. is the responsibility of the (\)!)tractor. Consistent with the food service delivery system in each facility. contractor shall be responsible for transporting all food to the dining areas. rethermalization areas. serving areas. and for returning all trays. utensils, and equipment to the food preparation or washing areas. as appropriate. Contractor is responsible for maintaining logs and inventory of all trays which have been delivered. as well as picked up from each facility. (4) Inmate Feeding (5) (a) Time - Consistent with the food service delivery system in each facility. contractor shall be responsible for serving during hours as required by the Title 15. ACSO. and American Concctional Association (AC A) guidelines. (b) Locations - Inmates are to be fed at the designated locations. ACSO reserves the right to amend these locations. which may include the designation of additional locations. as may be required for the overall operation of the ACSO, at no additional cost. Medical Diets (a) The Contractor shall clearly delineate medical diet meals for inmates. (b) Meals shall be marked with clear and obvious markings so that the person taking the meal shall know that his/her dietary needs are being fulfilled. Exhibit A-I Page 11 of 15 W-31 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 88 of 129 '.\laster Contract '.\o. 901240 Procurement Contract :\'o. 11293 3. (6) Religious Diets: The Contractor shall clearly delineate religious diet meals for inmates. Meals shall be marked with clear and obvious markings so that the person taking the meal shall know that his/her dietary needs are being fulfilled. (7) Appearance (a) Food shall be served in such a fashion as to be appealing to the inmate and staff. It shall be served in sufficient quantity and at the appropriate temperature as to make the fcJod offered acceptable. All equipment and utensils used in the service of meals shall be clean and free of defects that will render the food unappealing. (b) The Contractor shall ensure that all foods and beverages are presented and prepared in a sanitary manner. (c) The general cleanliness of the serving areas shall be the contractor's responsibility. Contractor shall be responsible for expeditiously reporting facility sanitation and maintenance issues in serving areas. (d) A National Sanitation Foundation (NSF) approved ounce scale shall be provided at all food preparation serving areas to ensure p011ion controls. ( e) The Contractor shall possess or develop a system to prevent foods or beverages from deteriorating while holding. Such a system shall ensure that food quality (taste. appearance. texture. temperature) does not deviate from the minimum quality standards. (t1 Thermometers shall be used on service lines to ensure all foods/beverages are being held at proper temperatures. Thermometers used must be consistent in all facilities. Thermometers must be NSF and HACCP approved. The type of thermometers must be comparable to a Fluke FoodPro infrared thermometer. (g) The use of instruments that indicate temperature will be subject to the inspection and approval of the Colll1tyofAlameda. Staff Requirements: Contractor shall also provide adequate, competent support staff that shall be able to service the County during normal working hours. Monday through Friday. Such representative(s) shall be knowledgeable about the contract, products offered and able to identify and resolve quickly any issues including. but not limited to. order and invoicing problems. a. Account Manager Exhibit A-1 Page 12 of 15 W-32 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 89 of 129 :\laster Contract :\o. 901240 Procurement Contract :\o. 11293 b. 4. (I) Responsibilities: Contractor shall provide overall planning, direction and operation for the successful food service operation at the Alameda County Sheriffs facilities with particular attention to the issues of food service quality control. sanitation. and inmate vocational training. (2) Experience: Contractor's account manager shall have a minimum of five (5) years of managing a large scale food service operation in an institutional. commercial. industrial. or similar organization, with at least two (2) years in a major correctional facility or equivalent. Cook-Chill Production Supervisor (I) Responsibilities: Contractor shall direct the product planning and O\ ersee the quality control operations of the --cook-chi Ir· production facility at the Santa Rita location. This employee should be dedicated to the --cookchilr· area only. (2) Experience: Contractor·s Cook-Chill Production Supen,isor shall have a minimum of two (2) years supervisory experience in c01Tectional Cook/Chill techniques and applications. AC A Compliance: Contractor· s quality assurance process shall be based on AC A standards and ensure compliance at every meal, every day. Compliance reviews shall be completed by Resident District Manager, Lori McConnell. on a monthly basis to be used as a continuous self-evaluation of contractor·s performance. ACA Compliance operations shall be inspected by Contractor·s Regional Team Members, Nutrition and Operation Support Services. Finance Officers and Operation Support Directors. Contractor shall also collect data from audits conducted by health inspectors and accreditation audits perfon11ed by the AC A and American Jail Association (AJA). Contractors food safety Quality Assurance Review (QAR) standardization process shall be utilized to ensure perform at the highest levels of safety across all food service portfolios. QAR shall consist of site visits by objective third-party consultant EcoSure5, (a leading food safety. and operational firm) which will evaluate the level of quality at the venue. and provide correcti\·e action plans where necessary. Failure to comply with and achieve AC A standards will result in a $50,000 penalty and potential breach of contract. 5. Inmate Training Programs: Exhibit A-1 Page 13 of 15 W-33 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 90 of 129 \laster Contract :\o. 901240 Procurement Contract :\o. 11293 Contractor training programs shall culminate in meaningful certification which shall be clearly delineated. Contractor shall manage the IN2WORK (l2W) Program. in conjunction with the ROP Culinary Program currently in place at the Santa Rita Jail. I2W shall be a comprehensive curriculum entailing both classroom and on-the-job components. Selected offender workers shall learn foundational food and retail skills. Each working offender shall be given their own workbook. structured pre-work. quizzes. and test on food service operations and shall be issued certifications upon their successful completion of vocational training. Additionally. Contractor shall implement its FreshFavorites program. This program shall be used as a tool to reward appropriate behavior. FreshFavorites shall offer popular takeout-style foods to working offenders. FreshFavorites shall be paid for by offenders thus generating additional revenue for the facility. FreshFavorites shall be a key component on 12W as participation shall allow offenders the knowledge of how to prepare and serve take-out food as they would in a retail food environment. FreshFavorites shall be made fresh onsite and can be offered on a daily or weekly basis as determined by ACSO. 6. Community Outreach Initiative: Contractor shall support inmates returning to the community. As the vast majority of inmates from County run jails return to local residences. there is a substantial need for re-entry programs that can assist these individuals in becoming positive and contributing members of the community. Contractor· s support shall include programs that support this goal. Contractor shall support reentry effo1is through pminerships with one or more community agencies and the private sector to offer inmate training programs which provide employability skills and assist in job placement in the community. Contractor's efforts shall be done with the goal to help released inmates transition to gainful employment. family stability. and community engagement. In addition. Contractor will make reasonable efforts to employ. within its organization but outside the corrections setting. successful participants of reentry programs. Contractor may also provide support through grants to programs helping released inmates transition to gainful employment. family stability. and community engagement. Contractor shall provide an annual written rep01i on the efforts and results of meeting these community outreach initiatives. 7. Perfom1ance: An assessment shall be imposed/assessed to Contractor in each of the following categories. The Alameda County Sheriff Office. or its designee. shall notify Contractor of any occurrence and the proposed assessment. Contractor shall have five days to respond before a final determination is made related to the assessment. After consideration of the Exhibit A-1 Page 14 of 15 W-34 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 91 of 129 \laster Contract :\o. 901240 Procurement Contract :\o. 11293 response and factual situation. an assessment may be made by the County against Contractor and the full amount of the assessment shall he reflected as credit to the County in next invoice. If any credit exceeds the amount of the invoice Contractor shall submit a check for the credit balance to County with the invoice. The notice and reply period is for assessments only. it docs not excuse or extend the time required under any term of this Agreement. include preapproval requirements or correction of deficiencies. This is not a liquidated damages provision and any assessment docs not excuse Contractor from their obligations under this Agreement or any breach. Type of Incident Assessment Amounts Late Meal Service $5.000 per occurrence Improper Meal Substitutions $5.000 per occurrence Inadequate StaWinmate Ratio $5.000 per occurrence Sanitation Deficiencies $5.000 per occurrence Equipment Damage $5.000 per occurrence Security Breach Failing to meet American Correctional Association Standards (AC A) $5,000 per occurrence $50.000 per occurrence Failing to meet Alameda County Health Regulations S5.000 per occurrence Failing to meet California Minimum Jail Standards Title 15 S5.000 per occmTence Exhibit A-I Page 15 of 15 W-35 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 92 of 129 '.\laster Contract :\o. 901240 Procurement Contract :\o. 11293 EXHIBIT A-2 DELIVERABLES/REPORTS 1. Contractor shall maintain at each facility the following records, reports. and deliverables which shall be made available for monthly review by ACSO. or as specified: a. A current staffing chart and work schedule for all employees. which conforms to the provisions of this agreement. Contractor shall provide written notice one ( 1) ,veek in advance to the appropriate facility administrator and the contract administrator of any scheduled absence by the Contractor· s General Manager. which may be required for corporate training or other matters: b. A complete job description for all the positions and inmate assignments utilized at the facility: c. Any vacancies due to extended illness or termination will be filled within 30 days: d. Daily records of meals served for each location and for any additional satellite facilities contracts by Contractor. according to established meal count procedures and County supplied inmate labor: e. Daily and/or \\·eekly summary records documenting all applicable contractor and food service industry standard quality assurance procedures. to include the testing of temperatures in the refrigeration. cooking and serving areas. and any other records necessary to meet health care standards. inspections. or inquiries. In addition. all records (recipes. production sheets. etc.) necessary to document the minimum portion standards and nutritional adequacy of each meal served: f. Nutritional analysis and recipes and pmiion sizes of menus: g. Maintain for 72 hours a frozen sample meal of each meal trayed at the ..cookchill .. Production Kitchen: h. A sample meal of each served meal will be kept refrigerated fcir a period of three days at all facilities: 1. All HAACP. Cook/Chill charts. records. and perpetual cooked product inventories will he kept for a period of one year at the Cook/Chill Production Kitchen: J. The required AC A documentation accreditation: and in order to comply with AC A standards for Exhibit A-2 Page I of 4 W-36 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 93 of 129 \laster Contract .\'o. 901240 Procurement Contract .\'o. 11293 k. 2. Contractor shall provide meal counts for satellite facilities and other appropriate documentation to ACSO including but not limited to satellite facilities billing invoices in order to record the number of meals provided to each facility. Contractor shall maintain and make available to ACSO the follmving required communication and rep011s for each ACSO facility: a. Weekly reports of meals served: b. Daily records of testing of meal temperatures as provided in item: c. Records of nutritional analysis, recipes. and portion sizes: d. A quarterly financial statement in accordance v-:ith industry standards. which shows all contractor income. expenses and profit or loss. related to this contract. This information will be treated by ACSO as confidential and will be made available only to ACSO. the ACSO Contract Administrator. the County Administrator. and/or the County Board of Super\'isors: e. Meal cart distribution sheets for meal carts lea\ ing the kitchen. which shall be signed by contractor super\'isors after \'erification of the number of meals prepared and loaded onto the meal carts. ACSO will sign for the designation dispatching of the food ser\'ice carts. Jails will have random audits by the contract monitor or ACSO kitchen staff to validate meal counts: f. Federal/State/local g. Analysis of nutrients shmving Recommended age group: and h. Monthly status report on maintenance of capital equipment to include damaged equipment and equipment in need of repair or preventative maintenance. required forms relating to food services: Daily Allowance for this type of 3. Contractor shall ha\'e monthly scheduled meetings with the ACSO to discuss Contractor performance and other items of mutual interest to this Agreement. 4. Contractor shall have a two-way communication system in place during meal preparation and delivery hours to insure communication between the office personnel and the staff on the main kitchen floor. 5. Sustainable Food Service a. Contractor shall follow a Sustainable Food Service Action Plan (the ··Plan"). Contractor shall meet with the County GSA Sustainability Team regarding the Plan prior to July I.2015. Contractor shall finalize and implement an appro\'ed Plan by September I.2015 Exhibit A-2 Page 2 of 4 W-37 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 94 of 129 ,Jaster Contract :\o. 901240 Procurement Contract :\o. 11293 b. Contractor shall meet with County on a regular basis to review and update the Plan. including revisions to incorporate additional efforts for continuous improvement. c. Contractor shall provide regular rer011s that demonstrate how it reduces the environmental impact of food service delivery and operations associated with this Agreement. d. At a minimum. the Plan and reports shall identify efforts Contractor takes to minimize the generation of waste. divert waste that is generated from landfill. and strategies to minimize the life cycle environmental and social impacts associated with the provision of food. Examples of efforts the Contractor shall address include. but are not limited to: e. (I) Packaging waste minimization: (2) Food waste minimization: (3) Other waste minimization actions: (4) Surplus food diversion (e.g. for human or animal consumption): (5) Recycling and composting implementation plan. including staff and inmate \vorker training. infrastructure (i.e. collection bins). and integration into work duty: ( 6) Food sourcing strategies to minimize lifecycle greenhouse gas emissions intensity of food. such as locally grmvn foods. moving toward protein sources with lower emissions profiles and toward foods produced with no or low chemical inputs ( e.g. fertilizers and pesticides): (7) Food sourcing strategies that assure no human rights abuses though out the supply chain: (8) Operational practices that conserve energy and water: and (9) Additional operational or corporate practices that result in an improved environmental and social impact footprint of the food service delivery and operation for which the contractor is contracted to provided. The Contractor shall develop and track metrics that measure and evaluate achievement in meeting the goals of the plan. Metrics shall be collected on an ongoing basis. and shall be reported quarterly to ACSO and GSA. Exhibit A-2 Page 3 of 4 W-38 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 95 of 129 '.\laster Contract '.\o. 901240 Procurement Contract '.\o. I I 293 f. Contractor shall update the Sustainable Food Service Action Plan annually in consultation with ACSO and GSA. The annual update to the plan shall incorporate a summary of the metrics from previous contract year(s ). a summary of the environmental and social footprint improvements achieved, and seek to identify opportunities for continuous improvement in addressing the environmental and social impacts of the food service operation. g. To suppol1 sustainability goals. Contractor shall incorporate composting into their food services program. This will include. an investment of approximately $100.000 to install composting equipment at the Santa Rita Jail kitchen facilities. The installation of this equipment is pa1i of the services being provided under this Agreement and shall become the prope1iy of County at termination of the Agreement. However. Contractor shall remove the equipment if requested by County prior to the termination of the Contract. Exhibit A-2 Page 4 of 4 W-39 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 96 of 129 \laster Contract 'io. 901240 Procurement Contract 'io. I 1293 EXHIBITA-3 SUBCONTRACTORS Pursuant to the terms of this Agreement. Contractor shall use the following subcontractors: • Atlantis Food SerYiccs. Corp. 30470 Whipple Road. Union City.CA Principal: Anton Haddad In an amount equal to fifteen percent (I 5%) • .l. Leblanc Dairv 4073 Oak Hill Road. Oakland. CA Principal: Joseph C. LeBlanc In an amount equal to five percent (5%) Exhibit A-3 Page I of 1 W-40 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 97 of 129 Master Contract No. 901240 Procurement Contract No. 11293 EXHIBIT B PAYMENT TERMS 1. County will use reasonable efforts to make payment to Contractor upon successful completion and acceptance of the following services within thirty (30) days upon receipt and approval of invoice . 2. Costs Year I Year 2 Year 3 Unit Cost Unit Cost Unit Cost Unit of Description Measure SRJ-Inmate Meals Each $ 1.349 $ 1.383 $ 1.417 SRJ-Court Meals Each $ 1.349 $ 1.383 $ 1.417 SRJ-Staff Meals Each $ 4.700 $ 4.818 $ 4.938 GEDDF-Inmate Each Each $ 1.349 $ $ $ $ GEDDF-Staff Meals $ 4.700 SLIDING SCALE Population Scale 2199 2000 2200 2399 2599 2400 2600 2799 2800 2999 3199 3000 3200 3399 3400 3599 3799 3600 3800 3999 4000 4199 Price/Meal $ 1.764 $ 1.676 $ 1.602 $ 1.562 $ 1.508 $ 1.460 $ 1.418 $ 1.382 $ 1.349 $ 1.323 $ 1.300 3. Invoices will be reviewed for approval by the Alameda County Sheriff Agency. 4. Total payment under the terms of this Agreement will not exceed the total amount of $17,520,319. This cost includes all taxes and all other charges . 5. Upon award of this Agreement by County , County and Contractor shall forthwith jointly create a schedule governing the timely performance of Contractor ' s services hereunder. The agreed upon schedule shall be incorporated into this Agreement upon its adoption by the parties and thereafter Contractor shall perform all services under this Agreement in conformance with the schedule. Exhibit B Page 1 of 1 W-41 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 98 of 129 '.\laster Contract :\o. 901240 Procurement Contract :\o. 11293 EXHIBITC COUNTYOFALAMEDA MINIMUMINSURANCE REQUIREMENTS Withoutliminnganyotherobl1gat1on crliabl1tyunderthisAgreement, the Contractor, at its solecostandexpense,shallsecureandkeepin force duringthe entire te1TT1 of the Agreementcr longer,as may be specifiedbelow,the followingminimuminsurancecoveragelimits and enoo-sements A B C D TYPEOFINSURANCE COVERAGES Commercial GeneralLiability MINIMUM LIMITS $1,000,000per occurrence(CSL) PremisesLiability:Productsand CompletedOperations:Contractual Liability;PersonalInjuryandAdvertisinaLiabilitv Commercial or BusinessAutomobile Liability All ownedvehides,hiredor leasedvehicles.non-ownedborrowedand permissiveuses PersonalAutomobileLiability1sacceptablefor inovidualcontractorsw,thno transportation or haulinqrelatedactivities Workers'Compensation (WC)andEmployers Liability(EL) Requiredfor all contractors'Mthemployees BodilyInjuryandPropertyDamage $1.000.000per occurrence(CSL) Any Auto BodilylnJuryandPropertyDamage WC StatutoryLimits EL S1,000,000oer accidentfor bodily1n1ury or disease Endorsements andConditions 1. ADDITIONAL INSURED:All insurancerequiredabovewth the exceptionof Commercialor BusinessAutomobileLiablity, Wcrkers·Compensation and EmployersLiablity,shallbe endorsedto nameas additionalinsured Countyof Alameda,its Board of Supervisors, the individualmembersthereof,andall Countyofficers,agents.employees,volunteers,andrepresentatives The AdditionalInsuredendorsement shallbe at leastas broadas ISOFormNumberCG 20 38 04 13 2. DURATIONOF COVERAGE:All requiredinsuranceshallbe maintainedduringtheentiretermof the AgreementIn addition. Insurancepoliciesandcoverage(s)'M'ittenon a claims-madebasisshallbe maintainedduringthe entiretermof the Agreement and until3 yearsfollo'Mngthe laterof terminationof the Agreementand acceptanceof all workprovidedunderthe Agreement, 'Mlhthe retroactivedateof saidinsurance(asmay be applicable)concurrent'Mththe commencement of act1v1t1es pursuantto this Agreement 3. REDUCTION OR LIMITOFOBLIGATION:All insurancepolicies,includingexcessandumbrellainsurancepolicies,shall includean endorsement andbe primaryandnon-contributory andwll notseekcontribution fromanyotherinsurance(or selfinsurance)availableto the County.The primaryand non-contributory endorsement shallbe at leastas broadas ISOForm20 01 04 13. Pursuantto the provisionsof this Agreementinsuranceeffectedor procuredby the Contractorshallnotreduceor limit Contractor'scontractualobligationto indemnifyanddefendthe IndemnifiedParties. 4. INSURERFINANCIAL RATING: Insuranceshallbe maintainedthroughan insurerw,tha A.M. BestRatingof no lessthanAVII or equivalent.shallbe actnittedto the Stateof Californiaunlessotherv.;sewaivedby RiskManagement, andwith deductible amountsacceptableto the County.Acceptanceof Contractor'sinsuranceby Countyshallnotrelieveor decreasethe liabilityof ContractorhereunderAny deductiblecr self-insuredretentionamountor othersimilarobl1gatonunderthe poliaesshallbe the sde responsibilityof the Contractor 5. SUBCONTRACTORS: Contractorshallindude all subcontractors as an insured(coveredparty)underits poliaesor shallverify thatthe subcontractor, underits ownpoliciesand endorsements, hascompliedwth the insurancerequirements in this Agreement.includingthis Exhibit The additionalInsuredendorsement shallbe at leastas broadas ISOFormNumberCG 20 380413. 6. JOINTVENTURES: If Contractoris an association,partnershipor otherjant businessventure,requiredinsuranceshallbe providedby oneof the followng methods - Separateinsurancepoliciesissuedfor eachindividualentity,'Mtheachentityincludedas a "NamedInsured·(covered party),or at minimumnamedas an 'AdditionalInsured'on the other'spolicies.Coverageshallbe at leastas broadas 1nthe ISOFormsnamedabove. -- Jani insuranceprogramwth the assoaat1on, partnershipor otherJOlntbusinessventure1ndudedas a 'NamedInsured' 7 CANCELLATION OF INSURANCE:All insuranceshallbe requiredto providethirty(30)daysadvance'M'itlennoticeto the Countyof cancellation. 8. CERTIFICATE OF INSURANCE: Beforecommencingoperationsunderthis Agreement,ContractorshallprovideCert1f1cate(s) of Insuranceand applicableinsuranceendorsements. in formandsatisfactoryto County,evidencingthat all requiredinsurance coverageis in effect The Countyreservesthe rightsto requirethe Contractorto providecomplete,certifiedcopiesof all requiredinsurancepolicies The requiredcertificate(s)and endorsements mustbe sentas setforthin the Noncesprovision. Certificate C-1 Page1 of 1 Form2001-1(Rev 02/26/14) W-42 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 99 of 129 ACORD® DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE ~ Page 1 of I 1 05/15/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME._ PHONE (AIC. NO. EXT). E-MAIL ADDRESS. Willis of Pennsylvania, Inc. c/o 26 Century Blvd. P. 0. Box 305191 Nashville, TN 37230-5191 Aramark Correctional Services, LLC Aramark Services, Inc. Its Divisions & Subsidiaries Aramark Tower, 1101 Market Street, 30th 888-467-2378 certificates@willis.com INSURER1S1AFFORDING INSURED PA FAX (AIC.NO~ COVERAGE NAIC:t ACE American Insurance Company Indemnity Insurance Company of North INSURER A -- Philadelphia, - 877-945:::7378 INSURER B 22667-003 Amer 43575-001 --- INSURER C INSURER D Floor 19107 INSURER E --- INSURER F COVERAGES CERTIFICATE NUMBER· 23163276 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. - ---- INSR TYPE OF INSURANCE I Tl> A X COMMERCIAL GENERAL C__,A.IMS-fl.lADE X Liquor X Vendors X ADDL SUBR 11.t~n \Antn y LIABILITY P.?.~I~! POLICY NUMBER HDOG27335457 .!'!.~ .... 10/1/2014 POLICY EXP LIMITS IMMtnnlYYVYI 10/1/2015 EAU! MED EXP (Any one persor 1 Liability PROJECT & ADV INJURY . PERSONAL LIMIT APPLIES PER POLICY PRODUCTS ISAH08827011 AUTOMOBILE LIABILITY X - COMP"OP AGG BODILY INJURY(Per person) SCHEDULED AUTOS NON-OWNED AUTOS HIRED AUTOS Self-Insur ed for A A X ; BODILY INJURY(Per accident) PROPERTY DAMAGE (Per accident) Auto Physi cal Damaae UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE -- - RETENTIONS OED B COMBINEO SINGLE LIMIT I Ea accident) 10/1/2015 ANY AUTO ALL OWNED AUTOS X 10/1/2014 WORKERS COMPENSATION AND EMPLOYERS" LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER ~!EMBER EXCLUDED? Y/N N N/A ~~her ff~~~dg~~7r1 ~ne DESCRIPTION OF OPERATIONS DESCRIPTION OF OPERATIONS/ .x 10/1/2014 10/1/2015 CA & MA WLRC48013569 10/1/2014 10/1/2015 E L EACH ACCIDENT WI SCFC48013582 10/1/2014 10/1/2015 E L DISEASE - EA EMPcOYEE EL LOCATIONS/ VEHICLES (ACORD 101, Additonal Remarks Schedule, may be attached 5,000 1,000,000 SNone s s s s s s s s s 1,000,000 OTHER PER STATUTE_ AOS WLRC48013570 beiow s s SNone GENERAL AGGREGATE LOC OFF" A 1,000,000 ~~~~H?ifa~~Ju~~nce • Sincluded OCCUR Law Liability GEN LAGGREGATE s OCCURRENCE DISEASE -POLICY LIMIT s s s 1,000,000 1,000,000 1,000,000 if more space is required) policies are noncancellable. Workers' Compensation Liability and Auto Liability ARAMARK's General Products/Completed Operations and each state law. are in accordance with notices of cancellation under General Liability. are included Contractual Liability County officers, terms of Alameda, agents, & conditions. Board of Supervisors, its employees and representatives the individual are included members thereof, as Additional and all Insureds County per policy CANCELLATION CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE County of Alameda 1401 Lakeside Dr. 12th Oakland, CA 94612 Coll: ACORD 25 (2014/01) Floor 4690070 /?-7{ Tpl: 1858331 Cert: 23163276 ,r-i? __ © 1988-2014ACORD The ACORD name and logo are registered marks of ACORD ,jL .:::. /c.__ CORPORATION. All rights reserved. W-43 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 100 of 129 Named Insured: Insuring Company: Policy Number: Policy Effective: Aramark Correctional Services, LLC ACE American Insurance Company HDOG27335457 10/1/2014 Endorsement No. 88 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided in the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Schedule Name of Person or Organization 1) Any person, organization or entity for whose protection and benefit the Named Insured has or shall have, by contract or agreement, agreed to procure liability insurance; or 2) Any person, organization or entity designated as an additional insured by a Certificate of Insurance. WHO IS AN INSURED (Section II) is amended to include as an insured the person, organization or entity shown in the Schedule above, but only with respect to liability arising out of the Named lnsured's operations or work performed by the Named Insured or others acting on the Named lnsured's behalf, or premises owned, managed or controlled by or rented to the Named Insured. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill Limits of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Additionally, the coverage provided to the additional insured shall not exceed, and is limited by, the scope of coverage that the Named Insured has agreed by contract or agreement to procure for the Additional Insured. This endorsement is issued by the Company designated in the Declarations. All other provisions of the policy remain unchanged. Authorized Agent MS1185l121=- W-44 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 101 of 129 Master Contract No. 901240 Procurement Contract No. 11293 EXHIBITD COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25 ,000). The contractor, under penalty of perjury, certifies that, except as noted below, contractor, its principals, and any named and unnamed subcontractor: • Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; • Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past three years; • Does not have a proposed debarment pending; and • Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three years. If there are any exceptions to this certification, insert the exceptions in the following space. Exceptions will not necessarily result in denial of award, but will be considered in determining contractor responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action. Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Standard Services Agreement. Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification. Aramark Correctional Services, LLC CONTRACTOR: - - ---PRINCIPAL : SIGNATURE: -- ---- - --------- Ma,k ~ TITLE: -~~L__ -~~~---""---~ __ DATE: - --- -- Vice President Finance (;; - s _., /5 Page 1 of 1 W-45 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 102 of 129 ,taster Contract '.\o. 901240 Procurement Contract '.\o. 11293 EXHIBIT E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS Upon receipt of signed contract documents, prime contractor shall immediately enter/assign subcontractors in the System. confirm payments received from the County within 5 business days in the System. immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System. Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System. Alameda County Contract Compliance System training and ongoing support are prm ided at no charge to contractors and participating sub-contractors 3\\·arded a contract as a result of this bid process for this project. Contractors having contracts with the County should schedule a representative from their office/company. along v:ith each of their subcontractors. to attend training. The training schedule may be viewed online at http://wwv;.elationsys.com/ elationsys/C on tact U s.aspx or call Elation Systems at (925) 924-0340. A special access code will be provided to contractors and subcontractors paiiicipating in this contract awarded to allow use of the System free of charge. It is the Contractor·s responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System. Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda County. Page I of I W-46 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 103 of 129 Master Contract No. 901240 Procurement Contract o. 11293 EXIIlBIT F COUNTY OF ALAMEDA THE IRAN CONTRACTING ACT (ICA) OF 2010 For Procurements of $1,000,000 or more The California Legislature adopted the Iran Contracting Act (ICA) to respond to policies of Iran in a uniform fashion (PCC § 2201(q)). The ICA prohibits persons engaged in investment activities in Iran from bidding on, submitting proposals for, or entering into or renewing contracts with public entities for goods and services of one million dollars ($1,000 ,000) or more (PCC § 2203(a)) . A person who "engages in investment activities in ]ran" is defined in either of two ways: 1. The person provides goods or services of twenty million dollars ($20,000 ,000) or more in the energy sector of Iran , including a person that provides oil or liquefied natural gas tankers, or products used to construct or maintain pipelines used to transp011 oil or liquefied natural gas, for the energy sector of Iran ; or 2. The person is a financial institution (as that term is defined in 50 U .S.C. § 1701) that extends twenty million dollars ($20 ,000,000) or more in credit to another person , for 45 days or more , if that person will use the credit to provide goods or services in the energy sector in Iran and is identified on a list created by the California Department of General Services (DGS) pursuant to PCC § 2201 (b) as a person engaging in the investment activities described in paragraph 1 above . By signing below , I hereby certify that as of the time of bidding or proposing for a new contract or renewal of an existing contract , neither I nor the company I own or work for are identified on the DGS list of ineligible persons and neither I nor the company I own or work for are engaged in investment activities in Iran in violation of the Iran Contracting Act of 2010. If either I or the company I own or work for are ineligible to bid or submit a proposal or to renew a contract , but I believe I or it qualifies for an exception listed in PCC § 2202(c), I have described in detail the nature of the exception : NAME : Aramark Correctional Services, LLC PRINCIPAL: Mark R. Adams TITLE: Vice President Finance DATE: SIGNATURE: Page 1 of 1 W-47 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 104 of 129 Master Contract :\'o.901240 Procurement Contract :\'o. 11293 EXHIBIT G MICROS POS SYSTEM PDF Attached Hereto Page 1 of 1 W-48 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 105 of 129 mWorkstat ion - Product Overview micros MICROS mTablet and mStation The mTablet and mStation are currently supported by the following MICROS applications : 5.2 1/19 W-49 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 106 of 129 mWorkstation - Product Overview micros Table of Contents 3 Feature Summaries ....................................................................................................................................................... mStatwn/WS5AIPCWS2015/KW270 Differences Summary ..................................... .................................................. 4 mTablet &- mStation Overview .......................................................... ............................................................................ 6 Installation ........................................................ .................................. ................ .......................... 6 Reliable ......................................................................................................................................... 7 Unobtrusive ........................................................ ..................................................... ..................... 7 Adaptable ................................. ..................................................................................................... 8 Mobile Operation ....................... ..................... ...................................................... ....................... 8 Fixed & Portable Operation ........................................................................................ ................. 8 Peripheral Support ......................... ............................................. ................ ...................... ............ 8 Customer Displays ........................... ..................................................................... ..................... l 0 Depot Maintainable ................................................................................................. ................... 10 Personality Module ............................... ...................................................................................... 10 MICROS Factory Recovery ............................................ ............................... ........................... . 10 mTabletandmStation Technology .................................................... ................................................ ......................... 11 Processor ......;.................................................. ...................... ................... ........................ .......... 11 Persistent Storage ..................................... ........................................................... ....................... 11 Encryption Ready Magnetic Stripe Reader (MSR) ..................................................... ............... 11 Double Molded Casework ................................. ........................................................... .............. 12 Environmental ·Regulations ........................................................................................................ 12 Operaung System and Platform Software .......................................................................... _. ..................................... 13 Windows® Embedded Compact 7 ..................... ........................................ ........._....................... 13 mTablet Platform Software .................................... ................... .......................... ........................................................ 13 MICROS Client Application Loader ........................... .................. ............................... .............. 14 Orderable Parts ................................................................................... .........................................., .............................15 Warranty lnformatwn ................ ......................................... .......... .......................................................................... .... 16 Direct End-user Warranty and Maintenance lnformation ........................... ............................... 16 Appendix A - Dimensions ............................................................................................................................................ 17 2/19 W-50 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 107 of 129 micros mWorkstation - Product Overview Feature Summaries -~ -- - - 1"i': 1u;:':, .'1n1-.· . - --- Li \l'lill::_ ;j Processor Freescale i.MX6 Dual Core ARM Cortex A9 1GHz Memory 1G DDR3 800MHz RAM Storage 4G Fixed NANO Flash Internal BG Removable microSD Standard Operatinq System Microsoft Windows Embedded Compact 7 (EC7) Display 10.1" \/NGA (1024x600) TFT LCD Touchscreen 10.1" Hardened Projected Capacitive Sensor Screen Orientation Portrait or Landscape , Auto Rotatina Magnetic Card Reader Modular Integrated 3-Track MCR Capable of Hardware Encryption at the Swipe -Network 802 .11 a/b/g/n Dual Band Radio (:NPA, WPA2 , TKIP , AES Support) Bluetooth 2.1 Battery Integrated Lithium Ion Battery 21 .8Wh Provides 6 Hours of Operation in Typical Usaae USB 1 Below Modular MCR Cover for Future Accessories 1 USS "On the Go" Port Serial Ports 1 Reserved for MCR Operating Temperature Range -1 Oto 60C (14-140F) Normal Operation 0 to 45C (32 to 113F) when charaina battery Enclosure Magnesium Alloy , PC-ABO and Nylon Materi.als. Spill & Drop Resistant Enclosure ~---Certifications :.~M,11...-- . - ilTtl&ll.;.u,-. FCC Class A, UL, CE, TUV, RoHS China RoHS . . ..;:::..~...:'.:-= , . -,,:,r.. ".:-T:CUI'.:. •• II, :~,..,_, -- _ • -Ti".-•.;;,,'-·:,Hl.w:-.,,·~~~~ 7J..'ir.1t • • !!,': "- -,,.{~' USB 2.0 4 Standard USB 2.0 1 MICROS 12V Powered USS Serial Ports Com 1 DB9 RS232 - 5/9/12V Selectable Power Com 2 D89 RS232 - 12V Power Com 5 RJ45 RS232 MICROS ION Port RJ45 RS422/RS232 Cash Drawers 2 MICROS "Series 2" Cash Drawer Ports Customer Display 1 MICROS Customer Display Port Power Output 1 12V Output Network 10/100/1G RJ45 Ethernet - only when mTablet Installed Power Supply Internal Universal 100W Power Supply Battery Optional Internal Hiah Capacitv Battery ~i_:-.--;; ·•rf<.; ·~· • .-~. · 3/19 W-51 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 108 of 129 I I micros I mWorkstation - Product Overview I ----- --· -- -+·· -··--··---- - -- - ---- mStation/WS5A/PCWS2015/KW270 Differences Summary The MICROS mTablet and mStation provide a high degree of connectivity and flexibility and are ideal for many use cases, however, care should be taken to ensure customers are provided with the best device for their particular needs and investment protection. The chart below highlights some key distinctions in the current MICROS workstation line li:Jt, ..... 11..-; Ut•1a• !LIi!-, ,_ - tau ;r :.. - r11"--"""'\l-"lll•JII - L,.,_,_,,•~•cu:i - 1.,.,.,.,..1 . .....ilu', Processor Freescale i.MX6 Intel Atom N450 Intel Celeron or Core i5 Freescale i.MX27 Architecture ARM X86 X86 ARM CPU Freauencv 1GHz 1.6GHz 1.86 or 2.4GHz 800MHz Processor Power Mid Hiah Verv HiQh Low RAM DDR3 800 DDR2 667 DDR31066 DOR 333 USB 2.0 Ports 6 Total 8 Total 9 Total 6 Total • 4 on 1/0 Panel • 1 MICROS 12V Powered USB • 1 Below MCR Cap for Future Use • • • • 4 on 1/0 Panel • 4 on 1/0 Panel • 4 on 1/0 Panel 1 Internal for Flash Drive • • 2 Internal for Options 1 Internal for Flash Drive 1 Internal for Flash Drive • • 1 MICROS Powered USB 2 Internal for Options 1 Internal for Opt ions • 2 MICROS Powered USS USB Control Power to USS ports can be controlled USB ports can be independently disabled for securttv . USB ports can be independently disabled for security , NA SATA Interface NA SATA Interface Standard 2 SATA 2 Interface NA Expans ion Bus NA Optional PClexpress Exoansion Mini-PCI and Optional Express Card NA Serial Ports 4 Available 4Available 4Available 3 Available • • • • 1 089 RS232 • 2 D89 RS232 • 1 089 RS232 2 RJ45 RS232 • • 1 RJ45 RS422/RS232 IDN 1 RJ45 RS232 1 RJ45 RS232 • 1 RJ45 RS422/232/ID N • 1 RJ45 RS422/RS23 21ON 1 5/9/12V Powered 089 RS232 • 1 12V Powered 089 RS232 • ., 1 RJ45 R.S232 1 RJ45 RS422/RS232/ID N -4119 W-52 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 109 of 129 microS mWorkstation - Product Overview - ,.~ .... 1,,u!J ... ~,T:Tol'l i..!.IJ : . ..., r11l•lU - • - \Llf/ ,1 ur, VGA Output NA 1 VGA Connector on 1/0 Panel 1 VGA Connector on 1/0 Panel NA Standard, !3ctivated NA (provides mirrored display output with Windows CE, dual independent display output with Win32 OS) Factory Recovery Standard , activated via • • Power Button Utility Standard , activated via : • • Hotkey Combo CMOS Menu Both password protected • Operating System Support Ooerator LED Win~ows Embedded Compact 7 via: • Hotkey Combo • CMOS Menu • Windows Embedded CE 6.0 R3 • Microsoft Windows 7 Pro • Windows POSReady 2009 • Microsoft POSReady 7 • Windows POSReady 7 • Microsoft POSReady20 09 • Windows 7 • Windows Embedded CE6.0 Blue LED White LED Green LED Green LED • Simphony 1.6 MR4 • RES 5.2 • • • • • • • • • • • Application Support 9700 E7 RES Simphony 1 9700 RES 9700 Simphony 1 Simphony 1 Simphony 2 Simphonv 2 Integrated Finger Printer Reader NA Optional Optional NA Customer Display 1 Customer Display Port 2 Customer Display Ports 2 Customer Display Ports 1 Integrated Customer Display 1 External Customer Display Port AccessorvPower 12V Out Optional 12V Out 12V Out 9V & 12V Out Cash Drawer Ports 2 - Series 2 CD Ports 2 - MICROS CD Ports 2 - MICROS CD Ports 2 - MICROS CD Ports Requires adapter cable for leaacv CD suooort 5/19 W-53 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 110 of 129 mWorkstation - Product Overview micros mTablet & mStation Overview The MICROS mTablet is an all new tablet designed spec ifically with POS requirements and harsh hospitality environments in mind. Featuring a 10.1" display with a projected capacit ive touch screen, the mTablet utilizes the latest technologies, including a cutt ing edge dual core processor. A modular design allows the mTablet to feature a secure , integrated magnetic card reader that is capable of hardware encryption of track data , which can be quick ly replaced with additional peripheral devices such as scanner/imagers and RFID readers as they become ava ilable . To meet the needs of the hospitality environment , including both indoor and outdoor environments , the mTablet features an extremely wide operating temperature range , a robust casework and hardened touch screen for a superior level of durab ility and drop protection , and a tight design to withstand the worst spills and weather . When the mTab let is combined with the mStation , the result is a complete POS client featur ing a full range of peripheral and connectivity options . The mStation allows customers to use all of their existing peripheral devices , from printers and cash drawers to customer displays , scanners , scales and more . Additionally , when wireless networks are not present or have gaps in signal coverage the mStation allows customers to take advantage of traditional wired networks , with a 10/100/1 G capability . The mTablet and mStation provide MICROS customers with a tailored solution for their business needs . Unlike consumer products , these devices are tailored for the hospitality and retail environments , providing a clean , secure , integrated device hardened to withstand the day to day abuse common in these environments . As with all MICROS hardware , the mTablet and mStation achieve a .set of goals to provide maximum benefit to MICROS customers . These goals include simpl ified installation , high levels of reliability , unobtrusiveness , and adaptabil ity to various operational requirements . Installation Each mTablet ships with the MICROS Client Application Loader (CAL) installed. CAL is key to the highly intuitive installation and configuration of the mTablet , and provides ongoing monitoring and updating of the device . MICROS CAL on the mTablet allows for device configuration to occur through either a wired network (when installed on an mStation ) or wireless . In a wired network , the Client Application Loader takes care of assigning an IP address , and downloads the correct database for the mTablet , so it is quickly up and running . If platform updates are available the CAL will download and install those as well , including new drivers , firmware , even an entire OS update . These capabilit ies are available in bqth wired and wireless configurations . 6/19 W-54 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 111 of 129 micros mWorkstation - Product Overview Reliable MICROS products have set high standards for reliability . The mTablet and mStation are designed to continue this trend of long lasting, trouble free operation . Even though passively cooled , the mTablet and mStation retain MICROS ' commitment to spill resistance and wide operating temperature ranges. The mTablet features full gasketing internal to the assembly , and electrically isolated connectors along its lower edge, making it immune to damage from spills , rain, snow and standing liquids . The mStation is also designed for maximum protection. The power supply is mounted internally, ensuring it is always correctly placed and not subject to the abuse and spills that plague external units and peripheral cables are securely held in place, immune to splash , debris or tampering. MICROS workstations are installed in a variety of locations, frequently in less than ideal environments . In addition to spill resistance , the mTablet is designed to operate in temperatures ranging from -10° centigrade (14°F) to 60° centigrade (140°F), allowing the device to be used in areas that are not temperature controlled , including patios , poolside, in outdoor concessions and elsewhere . The mTablet is constructed of magnesium alloy and PC-ABS, which provide a robust casework that can withstand years of abuse . The raised front bezel provides an attractive finish to the mTablet, while providing protection for the touchscreen and LCD . This design provides the mTablet with a level of impact resistance that consumer products cannot achieve . Unobtrusive The sleek styling of the mStation complements any decor, with an attractive finish, low profile and small footprint. The mStation requires very little counter space , leaving this valuable area open for customer interactions . The mStation allows the installed mTablet to be oriented in either portrait or landscape modes , with the magnetic card reader positioned at the top, or either the left or right side of the terminal. The self-tightening hinges of the mStation allow for easy angular adjustment. Special care was taken to make sure the mStation provides a stable base, is easy to install , and reduces the overall footprint of the device . The raised feet of the mStation ensure spills and standing liquids do not interfere with operations. These feet are also designed to guide data lines from the customer displays, ensuring a clean appearance and proper strain relief . The mStation also accommodates an optional high capacity battery, allowing the unit to be used completely unplugged from electrical sources . The optional battery also provides power to the 1/0 panel and integrated peripheral devices , as well as maintaining charge to an installed mTablet. The optional battery is installed in the bottom of the mStation and is charged by the mStation when AC power is connected . An indicator light on the front of the mStation provides 7/19 W-55 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 112 of 129 microS mWorkstation - Product Overview ----------+--- -- ~------------ charge status of the battery. The battery can be easily accessed by removing the cover plate , or the cover plate can be locked into place with the provided security screw . The mStation is easy to use, and mounting the mTablet is quick and intuitive . Channels along the side of the mTablet engage rails on the mStation , allowing for fast alignment. Two captive screws below the mating conne.ction of the mStation allow users to lock the mTablet into place if desired . The mStation also provides mounting locations for modular peripheral integration , including customer display options and soon to be released scanner and printer modules . Adaptable The flexibility of the mTablet and mStation is greatly enhanced by its modular design and available options. Mobile Operation The integrated wireless capabilities of the mTablet allow customers the flexibility of providing service at any point in their establishment, whether table side, line busting, or in seat service The rugged design of the mTablet ensures it will withstand the abuse , spills and extreme temperatures found in these environments Fixed & Portable Operation The mStation provides peripheral connectivity for the mTablet , and allows connection to AC power and wired networks . When docked , the mTablet initializes the ports of the mStation .,..this process can take several seconds . Each mStation is assigned a un.ique identifier by the MICROS application, allowing the tablet to identify key attributes of the mStation, including cash drawer assignments by employee. The mStation also charges the mTablet when installed . When the mTablet is undocked, the peripheral ports on the mStation lose all functionality . There is no standalone functionality of the mStation. The mStation can be equipped with an optional high capacity battery. This is the same battery used by the MICROS Keyboard Workstation 270. Unlike the KW270, all mStation units are "battery ready". When equipped with a battery, the mStation can provide full portable operation of an mTablet and modular peripherals, unplugged from AC power. A special Concessions configuration of the mTablet that removes wireless capabilities and the tablets internal battery is available for situations where a removable , mobile tablet is not necessary . This configuration must be mounted within the mStation at all times , and either AC power or the mStation high capacity battery must be present to provide power to the device. It should be noted that there is no field upgrade to add wireless capabilities (802.11 or Bluetooth) to this configuration at a later time . Peripheral Supporl The mStation supports a wide variety of peripherals . The 110panel features 2 MICROS Series 2 cash drawer ports, 10/100/1000BaseT network , 4 USB 2.0, 4 Serial ports (1 - RS-232 D89 w/5/9/12V software selectable power, 1 RS-232 w/12V power , 1 ION- switchable , 1 RJ45 serial), 1 MICROS _customer display , 1 MICROS Powered USB (12V) ensure the mStation will accommodate the range of devices found in typical hospitality installations . 8/19 W-56 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 113 of 129 mWorkstation - Product Overview microS The mStation 1/0 panel includes some significant changes from previous generations of MICROS products. The traditional MICROS cash drawer ports have been replaced with Series 2 ports. These new cash drawer ports are significantly smaller than the previous generation , and occupy less space on the 1/0 panel and circuit board. The Series 2 ports also feature an expanded number of connectors , allowing for future options on the cash drawer interface . An adapter cable to provide backwards compatibility to existing MICROS cash drawers is available . In addition, the mStation features a single customer display port. This port is compatible with existing MICROS pole displays . The mStation integrated customer displays will also use this connector , replacing the integrated customer display connector found on the WS5NJS5A and PCWS 2015. The 12V power output can be used to power external peripheral devices . 8/19 W-57 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 114 of 129 mWorkstation - Product Overview micros Customer Displays The MICROS 240x64 custome ·r display has been redesigned to match the look of the mStation. The integrated display mounts c!irectly to the mStation and has a fixed angle . The display connects to the single customer display port at the 1/0 panel. Alternatively the customer display port can be used for an external 240x64 pole display . The redesigned pole display matches the styling of the mStation as wel l. The oval base of the pole features a screw hole pattern that aligns with the mounting locations on MICROS cash drawers . The pole display comes with a 3' cab le and connects to the 1/0 panel of the mStation . MICROS also offers an LCD pole display Y cable , allowing two LCD pole displays to be connected to the mStation simultaneously . This cable is useful in locations such as cafeteria lines, where customers may approach the cashier station from either side . At this time there is only a single 18" pole display offering . Additional configurations may be offered in the future . Existing MICROS pole displays are compatible with the mStation . Depot Maintainable The fundamental goal of the mTablet and mStation is to provide the most reliable , trouble free operat ion of any device on the market, while delivering the performance and capabil ity required by current applications. MICROS achieves this goa l through the combination of many years of experience , thorough engineering research and des ign , and the selection of superior components . The second goal is to reduce the impact of a hardware problem , in both cost and , more importantly , down time . It is a recognized fact that no device is impervious to failure. How quickly and easlly a system can be repaired or replaced is an important consideration in the hardware selection process . The following tools allow the mTablet achieve its second goal. Personality Module The qualities that make the mTaqlet easy to install also make it ideal for depot maintenance . While the mTablet features a rugged design, accidents can and do happen . When it is necessary , employees with little or no previous training can replace the device . The mTablet retains MICROS' unique "Personality Module", making swapping mTablets as easy as replacing a flash memory card in a camera . Each mTablet maintains identifying information on an integrated microSD card. Applications , registry data and offiine totals are all stored in the Personality Module . Moving the personality module from one device to another effect ively "swaps " the identity of the units . If an mTablet fa ils, replac ing it can be as simple as unboxing a new device , removing the microSD from the broken unit and installing it in the new one and powering up. MICROS Factory Recovery Like previous generations of MICROS hardware , the mTablet has incorporated MICROS Factory Recovery , which allows a technician to eas ily and quickly restore a device to its factory fresh , out of the box condition . 10/19 W-58 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 115 of 129 mWorkstation - Product Overview micros ---------------------The mTablet implements recovery through a password protected utility accessed either by pressing the power button for several seconds , or through a utility in the boot directory of the operating system . After activating factory recovery the mTablet will reload its original Windows Embedded Compact 7 operating system image, drivers , and CAL client, then format the microSD card, making the unit ready to be rotated into a depot inventory. If the integrated encrypting magnetic stripe reader has been set to encrypting mode, factory recovery will reset to the factory default of non-encrypting . mTablet and mStation Technology To meet design objectives , MICROS carefully selected each component of the mTablet. Special emphasis was placed on selecting components that are reliable , efficient, and available for many years to come. The mTablet and mStation are designed around embedded and industrial components ; those items identified by their manufacturer for long life cycle, superior specification and tightly controlled quality . Processor The latest Freescale processor , the i.MX6, was selected to meet the balance of high performance and low power consumption . This new processor is based on the ARM Coretex A9 architecture . The Freescale i.MX6 family of processors allows for a range of performance options. MICROS has selected a dual core . 1GHz model for use in the mTablet, which provides an excellent balance of performance and battery conservation . Persistent Storage The mTablet features two storage locations . A fixed , 4G eMMC flash device on the main board is configured in multiple partitions , and encompasses the "boor partition as well as the recovery partitions . The secondary storage device is the microSD flash card . The microSD is a removable file system storage device that was chosen for its reliability and relative low cost per GB. The microSD stores the tablet specific registry hive, as well as applications and off line totals . The mTablet comes standard with the microSD installed and this device is REQUIRED for all MICROS applications . The removable nature of the microSD was also required to support the MICROS identityswapping, Personality Module feature . The microSD card is located under the magnetic card reader assembly of the mTablet, which is secured by 4 Allen head screws . Each mTablet comes with a tool for removal of these screws as necessary . Encryption Ready Magnetic Stripe Reader (MSR) The integrated magnetic stripe reader features a three track titanium head, for excellent wear characteristics , allowing for more than 2 million reads. The head is also capable of providing bank card encryption at the swipe, providing a hardware level security to credit card acceptance . · The MSR encryption utilizes a Triple Data Encryption (TDES or 3DES) algorithm with a Derived Unique Key Per Transaction (DUKPT) key rotation algorithm . These techniques are -industry standards to ensure secure encyrption and key management. ,I I /. .,./-· The magnetic stripe reader is currently preinjected with a Merchantlink key and shipped in an non-encrypting mode. Additional keys will be available in the future. MICROS applications which support encryption at the swipe will enable encryption when POS operations begin. By encrypt ing track data at the swipe, the mTablet may ,, ,:l •' •.:. ~1..: ,-~ ~~r 11/19 W-59 Case 3:18-cv-00050-JD Document 36-1 Filed 03/01/18 Page 116 of 129 mWorkstation - Product Overview ___ ____-{ I micros I allow customers to be eligible for reductions in PCI assessment. Customers should discuss the advantages of hardware level encryption with their assessor . Double Molded Casework The rear casework of the mTablet is made of highly durable PC-ABS plastic, and is constructed with a unique "double mold" process , which allows for the permanent integration of a soft gasket material around the perimeter of the case . This gasketing process makes the mTablet impervious to spills , rain, snow and even periods of time in standing liquids. In addition to the gasketing around the casework, the 1/0 connections of the tablet are gasketed and electrically isolated , ensuring there are no issues if liquids come in contact with this area of the device . E;nvironmentar Regulations MICROS has been at the forefront of the move to more environmentally friendly design and manufactur ing processes. MIC~OS workstations , including the mTablet and mStation , are designed to meet current and anticipated environmental regulations , including international requirements . The mTablet and mStation , (as well as the PCWS 2015 , WSSA , 'r