HomeMy WebLinkAboutC-3046 CITY OF ARCADIA \\� �
PROFESSIONAL SERVICES AGREEMENT
SENIOR MEALS PROGRAM
1. PARTIES AND DATE.
This Agreement is made and entered into this �gf" day of t , 2016 by and
between the City of Arcadia, a charter city organized under the onstitution and laws of
the State of California with its principal place of business at 240 West Huntington Drive,
Arcadia, California 91007 ("City") and Unified Nutrimeals, sole proprietorship with its
principal place of business at 4767 E 49th Street, Vernon, Ca 90058 ("Consultant"). City
and Consultant are sometimes individually referred to as "Party" and collectively as
"Parties."
2. RECITALS.
2.1. Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing senior
meals program, to public clients, is licensed in the State of California, and is familiar
with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the senior meals
program ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional housing
rehabilitation consulting services necessary for the Project ("Services"). The Services
are more particularly described in Exhibit "A" attached hereto and incorporated herein
by reference. All Services .shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
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3.1.2 Term. The term of this Agreement shall be from July 1, 2016 to
June 30, 2018, unless earlier terminated as provided herein. Consultant shall complete
the Services within the term of this Agreement, and shall meet any other established
schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement are as
follows: Shabir Kashyap, President and Hugo Meza, VP of Purchasing.
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3.2.5 City's Representative. The City hereby Sara Somogyi, Director of
Recreation & Community Services, or his or her designee, to act as its representative
for the performance of this Agreement ("City's Representative"). City's Representative
shall have the power to act on behalf of the City for all purposes under this Contract.
Consultant shall not accept direction or orders from any person other than the City's
Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Shabir
Kashyap, President, or his or her designee, to act as its representative for the
performance of this Agreement ("Consultant's Representative"). Consultant's
Representative shall have full authority to represent and act on behalf of the Consultant
for all purposes under this Agreement. The Consultant's Representative shall supervise
and direct the Services, using his best skill and attention, and shall be responsible for all
means, methods, techniques, sequences and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub-
consultants who is determined by the City to be uncooperative, incompetent, a threat to
• the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
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costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, and employees free and harmless, pursuant to the indemnification
provisions of this Agreement, from any claim or liability arising out of any failure or
alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ("IRCA"). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its directors, officials, officers and
employees, from any liability, damages or causes of action arising out of or relating to
any claims that Consultant's employees, or the employees of any subcontractor hired by
Consultant, are not authorized to work in the United States for Consultant or its
subcontractor and/or any other claims based upon alleged IRCA violations committed
by Consultant or Consultant's subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer's consent to naming City, its directors, officials, officers, and
employees as an additional insured with proof of certificate of insurance that they are an
additional insured. Such insurance shall meet at least the following minimum levels of
coverage:
(A) Minimum Scope of Insurance. Coverage shall be,
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations; (2) Automobile Liability:
Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
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and borrowed by Consultant or for which Consultant is responsible; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation insurance as required
by the State of California and Employer's Liability Insurance.
The City, its directors, officials, officers, and employees shall be listed as additional
insured. Any deductibles or self-insured retentions must be declared to and approved
by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit of$1,000,000. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit per accident
for bodily injury and property damage; and (3) Workers' Compensation and Employer's
Liability: Workers' Compensation limits as required by the Labor Code of the State of
California. Employer's Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Professional Liability. NOT APPLICABLE
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, and employees shall
be covered as additional insured with respect to liability arising out of Services
operations and for completed operations performed by or on behalf of the Consultant,
including materials, parts or equipment furnished in connection with such work; and (2)
the insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant's scheduled underlying coverage. Any insurance or
self-insurance maintained by the City, its directors, officials, officers, employees and
volunteers shall be excess of the Consultant's insurance and shall not be called upon to
contribute with it in any way.
(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, and
employees shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the
insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
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coverage excess of the Consultant's scheduled underlying coverage. Any insurance or
self-insurance maintained by the City, its directors, officials, officers, and employees
shall be excess of the Consultant's insurance and shall not be called upon to contribute
with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, and employees for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non-renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non-payment of premium, ten (10) days notice of cancellation for non-payment of
premium may instead be given to the City.; and (B) any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, and employees.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
, provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, and employees.
3.2.10.6 Deductibles and Self-Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self-insured retentions as respects the City, its
directors, officials, officers, and employees; or (2) the Consultant shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and
administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than A:VII, admitted or approved
to do business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsements
must be received and approved by the City before work commences. The City reserves
the right to require complete, certified copies of all required insurance policies, at any
time.
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3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage, is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and
incorporated herein by reference. The total compensation shall not exceed Seventy
eight thousand five hundred and forty dollars ($78,540) without written approval of the
City Manager. Extra Work may be authorized, as described below, and if authorized,
will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement. City
shall, within forty-five (45) days of receiving such statement, review the statement and
pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
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execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of five (5) years from the date of final
payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
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3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
A termination without cause by City shall not act as or be deemed a waiver of any
potential known or unknown City claims associated with Consultant's performance prior
to the date of termination.
This contract maybe terminated by mutual consent of both parties or by either party
upon thirty (30) days written notice and delivered by certified mail or in person. (24 CFR
part 84, Section 84.60)
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
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3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
Consultant: Unified Nutrimeals
Attn: Shabir Kashyap, President
4767 E. 49th Street
Vernon, CA 90058
City: City of Arcadia
240 West Huntington drive
Arcadia, CA 91007
Attn: Sara Somogyi, Director of Recreation &
Community Services
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data Licensing of Intellectual Property.
This Agreement creates a non-exclusive and perpetual license for City to copy, use,_
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ("Documents & Data"). Consultant shall require all subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. Except as otherwise required by
California law, all ideas, memoranda, specifications, plans, procedures, drawings,
descriptions, computer program data, input record data, written information, and other
Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials
shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be
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disclosed to any person or entity not connected with the performance of the Services or
the Project. Nothing furnished to Consultant which is otherwise known to Consultant or
is generally known, or has become known, to the related industry shall be deemed
confidential. Consultant shall not use City's name or insignia, photographs of the
Project, or any publicity pertaining to the Services or the Project in any magazine, trade
paper, newspaper, television or radio production or other similar medium without the
prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, and employees free and
harmless from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death,
in any manner arising out of or incident to any alleged acts, omissions or willful
misconduct of Consultant, its officials, officers, employees, agents, consultants and
contractors arising out of or in connection with the performance of the Services, the
Project, or this Agreement, including without limitation the payment of all consequential
damages and attorney's fees and other related costs and expenses. Notwithstanding
the foregoing, to the extent Consultant's Services are subject to Civil Code Section
2782.8, the above indemnity shall be limited, to the extent required by Civil Code
Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the Consultant. Consultant shall defend with
Legal Counsel of City's choosing, at Consultant's own cost, expense and risk, any and
all such aforesaid suits, actions or other legal proceedings of every kind that may be
brought or instituted against City, its directors, officials, officers, and employees.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, and employees, in any such suit, action or
other legal proceeding arising from Consultant's performance of the Services, the
Project or this Agreement; except to the extent that liability is caused by the active
negligence or willful misconduct by the City or its directors, officials, officers, and
employees. Consultant shall reimburse City and its directors, officials, officers, and
employees, for any and all legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Consultant's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
the City, its directors, officials, officers, and employees, and shall take effect
immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
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notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorneys' fees and all other costs of such
action.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
and employees except as otherwise specified in this Agreement. The captions of the
various articles and paragraphs are for convenience and ease of reference only, and do
not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
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3.5.15 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
Conflict of Interest. Consultant agrees that any conflict of interest or potential
conflict of interest shall be fully disclosed prior to execution of contract and consultant
shall comply with all applicable federal, state and county laws and regulations governing
conflict of interest, in accordance with 2 CFR Part 200.318(c)(1)(2).
3.5.19 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non-discrimination shall
include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
Non-Discrimination. Executive Order 11246 requires that during the performance
of this Contract, the Consultant agrees not to discriminate against any employee or
applicant for employment because of race, religion, sex, color or national origin. The
Consultant will take affirmative action to ensure that applicants are employed, and that
employees are treated during employment, without regard to their race, religion, sex,
color or national origin. Such action shall include, but not limited to, the following:
employment upgrading, demotion or transfer: recruitment or recruitment advertising;
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r . '
layoff or termination: rates of pay or other forms of compensation: and selection for
training, including apprenticeship. The Consultant agrees to post in conspicuous places,
available to employees and applicants for employment, notices to be provided by the
Consultant setting forth the provisions of this discrimination clause.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.5.23 Exhibits and Recitals. All.Exhibits and Recitals contained herein
are hereby incorporated into this Agreement by this reference.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
3.7 Federal Regulations.
3.7.1 Political Activity/Lobbying Certification. Consultant may not conduct
any activity, including any payment to any person, officer, or employee of any agency or
member of Congress in connection with the awarding of any federal contract, grant or
loan, intended to influence legislation, administration rule-making or the election of
candidates for public office during time compensated for under representation that such
activity is being performed as a part of the contract responsibility.
3.7.2 County Lobby Certification. It is understood that each
person/entity/firm who applies for a Community Development contract, and as part of
that process shall certify that they are familiar with the requirements of the Los Angeles
County Code Chapter 2.160, (Los Angeles County Ordinance 93-0031) and; that all
persons/entity/firms acting on behalf of the above named firm have and will comply with
the County Code, and; that any person/entity/firm who seeks a contract with the
Community Development Commission shall be disqualified there from and denied the
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Community Development Commission shall be disqualified there from and denied the
contract or any other person or entity acting on behalf of the above named firm fails to
comply with the provisions of the County Code.
3.7.3 Civil Rights Act of 1964. Title VI of the Civil Rights of 1964 provides
that no person shall, on the grounds of race, color or national origin be excluded from
participation in, be denied the benefits of, or be subjected to discrimination under any
program or activity receiving Federal financial assistance.
In witness whereof the Parties have executed this Professional Services Agreement on
the date set forth below.
CITY OF ARCADIA UNIFIED NUT I. S
6-
ominic La aretto Shabi,TKashyap
City Manager Presi.ent
Date: 1(th/�J�
ate.: _ _ � __-- Date: _ — --
ATTEST: _ �� -
- go ez- `
VP of Purchs ng
11 ; 414 Date: 19
Cit, rk ".
APPROVED AS TO FORM:
C?
46-14-4-e
Stephen P. Deitsch
City Attorney
CONCUR:
y+
Sara Somo 9'y iA e --
Director of Recreation & Community Services
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•
EXHIBIT "A"
SCOPE OF SERVICES
During the time of performance as set forth herein, the Contractor shall furnish all food
and equipment necessary to prepare and deliver individual meals and/or bulk food for
individuals 50 years of age and older Monday through Friday of each week.
The City may add, delete or designate alternate meal locations provided that new meal
locations shall not be located substantially farther than the Arcadia Community Center.
NUMBER/PRICE OF MEALS
The minimum requirement is estimated at 50 meals and the maximum requirement is
estimated at 110 meals per day. The meals could be congregate meal or a box or
picnic lunch. There is no guarantee that the maximum number of meals will be reached.
SERVICE STANDARDS
a. The kitchen shall be available to contractor from 10:30am to 2pm. Meals will be
served at 11:30am.
b. Meals are to be delivered in bulk servings, except for box lunches, which shall be
individually packaged.
c. All food. must be packaged and transported under conditions that will ensure
temperature control to prevent bacterial contamination, spillage, and/or insect
infestation. Hot foods are to be delivered at a minimum temperature of 140° F and
cold foods at a maximum temperature of 40° F.
d. These temperatures must be maintained until serving time. The contractor must
take temperatures of the bulk food daily at the end of production/packaging and at
the delivery nutrition site. Hot and cold foods must be placed immediately into
insulated hot and cold transport equipment upon completion of packaging. Daily
written documentation of temperature logging/monitoring must be kept by Contractor
and will be subject to audit by the Recreation Supervisor or designated person.
e. The Contractor shall supply the following minimum specifications per item, but is not
limited to the minimum. The Contractor shall monitor usage and keep on hand a two-
week supply:
ITEM SPECIFICATIONS
Disposable Plates 5 compartment plates
Disposable Cups Hot and Cold
Disposable Bowls 8 oz.
Disposable Flatware Med wt, knives, fork, spoon and soupspoon
Napkins 2 ply
Other Plastic disposable gloves, disposable aprons,
disposable place mats, hair nets, individual wrapped
straws, serving trays and utensils
f. The Contractor shall place food in areas designated by senior meal site manager.
g. Each delivery shall be accompanied by a delivery slip, in duplicate, designating
number of meals and supplies delivered. Recreation Supervisor or designated
person will sign receipt, if in order, and retain one copy.
h. The City may add, delete or designate alternate meal locations provided that new
Meal locations shall not be located substantially farther than the Arcadia Community
Center
i. The Contractor's delivery equipment shall be removed from the meal location by
2:00pm. City is not responsible after this time.
j. The Contractor shall provide a back-up delivery system in the event of vehicle
breakdown.
k. Electrical items required to be provided herein shall have the UNDERWRITER'S
LABORATORY OR LOS ANGELES ELECTRICAL TESTING LABORATORY
approval and meet all current OSHA and COSHA requirements, where applicable.
I. The Contractor shall comply with all Federal, State and local health department laws
and regulations. Contractor shall provide City with a current copy of the health
certificate and any corrected deficiencies with bid.
m. Authorized representative of the City shall have the right to inspect food preparation,
storage, and packing sites during the term of the contract.
n. The City Manager, Recreation and Community Services Director, or their designate
shall have the authority to cancel or postpone use of a facility if the City deems such
action necessary. Whenever possible, 48 hour notice will be given to the
contractor.
MEAL STANDARDS
a. The Contractor shall be liable for meals that do not meet the nutritional standards
and requirements or are spoiled or unwholesome at time of delivery, or are
insufficient in number ordered or are delivered after the time specified by the City. In
the event the Contractor fails to deliver meals, other foods, or supplies as agreed
upon, the City may provide a substitute meal with emergency supplies or meals
purchased from other places and charge the cost of the purchased meal to the
Contractor. The replacement cost shall not exceed 120 percent of the contracted
catered meal cost.
b. If any portion of a meal, other than the entree is delivered in an unacceptable
condition, such as incorrect temperature (*potentially hazardous), less than
contracted portion, spoiled or too late, the Contractor shall be liable for 120%
replacement cost of that portion. If the entree is unacceptable, the Contractor shall
be liable for the cost of the entire meal. Any item replaced by City due to storage or
spoilage shall be reimbursed at full amount expended. All shortages shall be noted
on delivery slip for proper crediting.
MENUS
a. All menus shall comply with the current State requirements.
b. A six-week cycle menu shall be used that is written once every twelve months.
c. The Contractor has the responsibility for menu writing with approval by the
Recreation Supervisor or his/her designate.
d. The City is responsible for typing and duplicating menu.
e. The 'Contractor shall submit in writing all menu substitutions to the Recreation
Supervisor or designate for approval at least 15 days prior to the serving date. The
Contractor may, however, in an emergency situation make menu substitutions on
verbal approval of the Recreation Supervisor or designate, with a written notice to
follow for documentation.
MEAL PATTERN
A typical meal must include an entree, vegetable, starch, salad (vegetable or fruit),
roll & margarine, beverage, and dessert (at least twice a week):
Meat or meat alternate 3-oz. edible portion (exclusive of bone, fat, gristle, etc.)
Vegetables/Fruits 2 (1/2 cup each) servings (exclusive of dessert)
Juice (as needed to 1/2 cup satisfy Vitamin C rqmt)
Enriched bread 1 slice bread, cornbread, roll, tortilla, biscuit
Cooked Starch 1/2 cup serving such as rice, pasta, potato
Margarine 1 teaspoon
Dessert 1/2 cup or equivalent (served at least twice a week)
Beverage coffee, tea or milk
a. In the preparation of all meals, the Contractor shall use a minimum of simple sugars.
Each meal shall not exceed 1100 mg of sodium and shall be low in fat.
b. Contractor shall provide all condiments, which are normally served with specific
menus, including, but not limited to, salt, pepper, salad dressing, tartar sauce,
mustard, catsup, cream, sugar, and garnishes such as lemon slices and parsley.
The Contractor shall provide containers for salt, pepper or any other item as may be
required.
c. Ground beef may be used no more often than twice a week and must be solid form
such as meatloaf or Salisbury steak for one of the servings.
d. Desserts such as fruits, puddings, gelatin with fruit, ice cream, ice milk, sherbet, and
similar foods shall be served in one-half (1/2)-cup portions. Oatmeal, wheat and
peanut butter cookies, not to exceed 80 calories per serving, may be included once
a week. High calorie desserts such as plain gelatin, cake, pie, cookies and similar
foods shall also be included but are to be limited to once per week.
e. Different fruits will be served at least three days. Whole fresh fruit in season shall be
served at least once during each week. Canned fruit will be water packed or packed
in its own juice.
f. Minimum grades for all foods shall be as follows:
(1) Beef: USDA grade A Choice
(2) Pork: USDA Number 1 (as defined in SRA, Number 171 US
Standards and Grades of Pork Carcasses)
(3) Lamb: USDA Choice
(4) Poultry: USDA Grade A to be used for all fresh or frozen poultry products. Neck,
backs, or wings alone shall not be used. Reconstructed roll products are not
acceptable.
(5) Variety Meats: Grade Number 1 from USDA Government inspected plants.
(6) Dairy Products: Following is to be used as minimum specifications for all graded
dairy products: a) Eggs, fresh USDA or State Graded A
b) Cheese, USDA grade A, non-processed cheese
(7) Fish and seafood must be either fresh or frozen and be a nationally distributed
brand packed under continuous inspection of the US Department of Interior.
(8) Canned Fruits and Juices: USDA Grade A (fancy) and Grade B (choice) are to
be used for all graded fruits and fruit juices. Grade C (standard) may be used
for pie and cobbler production only.
(9) Fresh fruits: USDA Fancy to USDA Number 1 to be used for all graded fresh
fruits as a minimum standard.
(10) Fresh vegetables: USDA Fancy and Number 1 to be used for all graded fresh
vegetables as a minimum standard.
(11) Frozen fruits and vegetables: USDA grade A is to be used for all graded frozen
fruits and vegetables as a minimum standard.
(12) Cake, cornbread, and casserole dishes, i.e. meatloaf, lasagna, tuna noodle
casserole, shall be pre-scored by the Contractor for the appropriate number of
servings.
Exhibit "B"
SCHEDULE OF SERVICES
The meal service is to be performed: July 1, 2016 to June 30, 2018
Possible Extensions:
July 1, 2018 to June 30, 2019
July 1, 2019 to June 30, 2020
July 1, 2020 to June 30, 2021
DELIVERY SCHEDULE
a. The meals shall be delivered to the Arcadia Community Center, 365 Campus Drive,
Arcadia, CA 91007.
b. The City may change the days and time of delivery and service by giving contractor
7 days' notice.
c. The City and the Contractor will jointly establish a time frame for ordering the
number of meals required for any day.
d. The Contractor shall deliver the meals no more than 45 minutes prior to and not less
than 15 minutes before the agreed upon serving time. Food shall be kept in heat
retaining equipment no longer than 2 hours after packaging.
. .
Exhibit "C"
COMPENSATION
July 1, 2016-June 30, 2018
HOT BULK MEAL COST PER MEAL
Raw Food $ 1.75
Condiments $ .15
Preparation $ .93
Transit $ .45
Sundry Items
Paper $ .26
Other $ .10
TOTAL CATERED
Overhead Profit $ .10 COST/MEAL $3.74
BOX OR PICNIC LUNCH
Raw Food $ 1.75
Condiments $ .15
Preparation $ .93
Transit $ .45
Sundry Items
Paper $ .26
Other $ .10
TOTAL CATERED
Overhead Profit $ .10 COST/MEAL $3.74