HomeMy WebLinkAboutC-4335 DocuSign Envelope ID:464A2C5E-8DD8-4148-8968-6A1A2642E9C13 CLI,
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AMENDMENT NO. 1 TO PROFESSIONAL SERVICES
y?: , .. ..�;°ry i s- AGREEMENT FOR THE CONGREGATE SENIOR MEALS PROGRAM
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This Amendment No. 1 ("Amendment No. 1") is hereby entered into by and
between the City of Arcadia, a municipal corporation of the State of California, and
Bateman Community Living, LLC d.b.a. TRIO Community Meals, a Sole Proprietorship,
with respect to that certain Professional Services Agreement between the Parties dated
July 21, 2020 ("Agreement").
The Parties agree as follows:
1. Section 5 of the Agreement is amended by extending the Term from July
1, 2021 through June 30, 2022 ("Extended Term").
2. Section 2.a of the Agreement is amended to provide that for the Extended
Term, the Compensation, is amended as referenced in the attached
Exhibit"C".
3. All terms and provisions of the Agreement not amended by this
Amendment No. 1 are hereby reaffirmed.
In witness whereof the Parties have executed this Amendment No. 1 on the date
set forth below.
CITY OF ARCADIA BATEMAN COMMUNITY LIVING, LLC
d.b.a. TRIO COMMUNITY MEALS
f---DocuSigned by:
By: , .c_ - By. hn i`r�cFDFx2x9niP..
Do ' ' azzare''o Jo
City Manager Managing Director
Dated:-. a)a,`L\ Dated:7/27/2021
ATTE
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City Clerk
APPROVED AS TO FORM: CONCUR:
alitiA. P. 7.).-a-f a,
Steph 'n P. Deitsch Sara Somogyi, Director of
P
City Attorney Recreation & Community Services
DocuSign Envelope ID:464A2C5E-8DD8-4148-896B-6A1A2B42E9CB
TRIO
Community Meals
an etior company
January 26,2021
City of Arcadia
365 Campus Drive
Arcadia,Ca 91007
Hi Gina,
We are very pleased to be in business with City of Arcadia and we look forward to your Congregate Dining program
opening soon.
We appreciate the opportunity you have given Trio Community Meals in being your food service provider.Our
Amendment is due.
As you know,the rise of inflation and our new safety and sanitation cost we continue to provide excellent service
with extreme challenges in meeting our financial goals.
In review of the CPI Index-Food Away from Home Category for your Region rose 4.8%.We value our partnership
and are requesting a CPI Increase of 3%.
Below is the outline of our rates:
CURRENT RATE(Bulk Or Preplated) PROPOSED NEW RATE(Bulk or Preplated)
$4.14 $4.26
Trio Community Meals is proud to be serving the City of Arcadia and we thank you for the opportunities you have
given us.
Together,we continue to build a strong relationship and partnership to provide excellent quality meals with
extraordinary service.
Please do not hesitate to call or me or send an e-mail if you have any questions or concerns.
Sincerely,
Lisa Jacks
Regional Manager
DocuSign Envelope ID:BF732946-C963-4002-AEF8-01B1EAA9D384
WOO- O
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of jtIi` Z\ , 20 ZZ by and
between the City of Arcadia, a municipal corporation organized alid operating under the laws of
the State of California with its principal place of business at 240 West Huntington Drive, Arcadia,
California 91066 ("City"), and Bateman Community Living, LLC d.b.a. TRIO Community Meals,
a sole proprietorship with its principal place of business at 10 Canebrake Blvd., Suite
#120, Flowood, MS 39232 (hereinafter referred to as "Consultant"). City and Consultant are
sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional
services for the following project:
Senior Meals Program (hereinafter referred to as "the Project").
B. Consultant is duly licensed and has the necessary qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services
attached hereto as Exhibit "A." Senior Meals Program
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit"B."
b. In no event shall the total amount paid for services rendered by Consultant
under this Agreement exceed the sum of $ 93.400 [Ninety Three Thousand Four Hundred
Dollars]. This amount is to cover all printing and related costs, and the City will not pay any
additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt
of an invoice which includes a detailed description of the work performed. Payments to Consultant
for work performed will be made on a monthly billing basis.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations
with the other party indicate that a change is warranted, it shall be processed in the following
manner: a letter outlining the changes shall be forwarded to the City by Consultant with a
statement of estimated changes in fee or time schedule. An amendment to this Agreement shall
be prepared by the City and executed by both Parties before performance of such services, or
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the City will not be required to pay for the changes in the scope of work. Such amendment shall
not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during the
contract period and for four (4) years from the date of final payment under the contract for
inspection by City.
5. July 1, 2020 to June 30, 2021 with two (2) possible one (1) year extensions.
The term of this Agreement shall be from July 1, 2020 to June 30, 2021, unless earlier
terminated as provided herein. The Parties may, by mutual, written consent, extend the term of
this Agreement if necessary to complete the Project. Consultant shall perform its services in a
prompt and timely manner within the term of this Agreement and shall commence performance
upon receipt of written notice from the City to proceed ("Notice to Proceed"). The Notice to
Proceed shall set forth the date of commencement of work.
Consultant shall perform its services in a prompt and timely manner and shall commence
performance upon receipt of written notice from the City to proceed ("Notice to Proceed"),
Consultant shall complete the services required hereunder within [See "Activity Schedule",
Exhibit C.] The Notice to Proceed shall set forth the date of commencement of work.
6, Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing party. For purposes of this Agreement, such circumstances include but are not limited
to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil
disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or
judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. If applicable, Consultant is responsible for all costs of clean up and/or removal of
hazardous and toxic substances spilled as a result of his or her services or operations performed
under this Agreement.
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8. Standard of Care
Consultant's services will be performed in accordance with generally accepted
professional practices and principles and in a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Sub consultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the City, which may be withheld for any
reason. Any attempt to so assign or so transfer without such consent shall be void and without
legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Agreement. Nothing contained
herein shall prevent Consultant from employing independent associates, and sub consultants as
Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No
employee or agent of Consultant shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided
evidence satisfactory to the City 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 secured all insurance required under this section.
a. Commercial General Liability
(i) The Consultant shall take out and maintain,during the performance
of all work under this Agreement, in amounts not less than specified herein, Commercial General
Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
(1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage
for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Agreement
(8) Property Damage
(9) Independent Consultants Coverage
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(iv) The policy shall contain no endorsements or provisions limiting
coverage for(1) contractual liability; (2) cross liability exclusion for claims or suits by one insured
against another; (3) products/completed operations liability; or (4) contain any other exclusion
contrary to the Agreement.
(v) The policy Shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status using ISO endorsement forms CG 20 10
10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.
b. Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non-owned and hired vehicles, in a form and with
insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section
3700 of the California Labor Code which requires every employer to be insured against liability
for workers' compensation or to undertake self-insurance in accordance with the provisions of
that code, and he/she will comply with such provisions before commencing work under this
Agreement.
(ii) To the extent Consultant has employees at any time during the term
of this Agreement, at all times during the performance of the work under this Agreement, the
Consultant shall maintain full compensation insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all in accordance with the
"Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of
California and any acts amendatory thereof, and Employer's Liability Coverage in amounts
indicated herein. Consultant shall require all sub consultants to obtain and maintain,for the period
required by this Agreement, workers' compensation coverage of the same type and limits as
specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall
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maintain professional liability or Errors and Omissions insurance appropriate to its profession, in
a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and
shall be written on a policy form coverage specifically designed to protect against acts, errors or
omissions of the Consultant. "Covered Professional Services" as designated in the policy must
specifically include work performed under this Agreement. The policy must"pay on behalf of'the
insured and must include a provision establishing the insurer's duty to defend.
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage •
Automobile Liability $1,000,000 per occurrence for bodily injury and
property damage
Employer's Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
(ii) Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insured pursuant to this Agreement.
f. Evidence Required
Prior to execution of the Agreement,the Consultant shall file with the City evidence
of insurance from an insurer or insurers certifying to the coverage of all insurance required
herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent)
signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or
equivalent), together with required endorsements. All evidence of insurance shall be signed by
a properly authorized officer, agent, or qualified representative of the insurer and shall certify the
names of the insured, any additional insureds, where appropriate, the type and amount of the
insurance, the location and operations to which the insurance applies, and the expiration date of
such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the Consultant
shall provide at least ten (10) days prior written notice of cancellation of any such policy due to
non-payment of premium. If any of the required coverage is cancelled or expires during the term
of this Agreement, the Consultant shall deliver renewal certificate(s) including the General
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Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective
date of cancellation or expiration.
•
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Consultant's policy is primary insurance and that any
insurance, self-insurance or other coverage maintained by the City or any named insureds shall
not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the
effective date of this Agreement. Consultant shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Consultant
shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced
past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the
policy is replaced by another claims-made policy with a retroactive date subsequent to the
effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its
'officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or
others providing insurance evidence in compliance with these specifications to waive their right
of recovery prior to a loss, Consultant hereby waives its own right of recovery against City, and
shall require similar written express waivers and insurance clauses from each of its sub
consultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City
and shall not preclude the City from taking such other actions available to the City under other
provisions of the Agreement or law.
h. Qualifying Insurers
{i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code
or any federal law.
Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by the Consultant pursuant to this Agreement, including but not limited to, the
provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
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necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(iv) Neither the City nor any of its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Sub consultant Insurance Requirements. Consultant shall not allow any
subcontractors or sub consultants to commence work on any subcontract until they have
provided evidence satisfactory to the City that they have secured all insurance required under
this section. Policies of commercial general liability insurance provided by such subcontractors
or sub consultants shall be endorsed to name the City as an additional insured using ISO form
CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by
Consultant, City may approve different scopes or minimum limits of insurance for particular
subcontractors or sub consultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel
of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and
agents free and harmless from any and all claims, demands, causes of action, costs, expenses,
liability, loss, damage or injury of any kind, in law or equity, to property or persons, including
wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or
omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors,
consultants or agents in connection with the performance of the Consultant's services, the Project
or this Agreement, including without limitation the payment of all damages, expert witness fees
and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify
shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials,
officers, employees, agents, or volunteers.
b. To the extent required by Civil Code section 2782.8, which is fully
incorporated herein, Consultant's obligations under the above indemnity shall be limited to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, but shall not otherwise be reduced. If Consultant's obligations to defend, indemnify,
and/or hold harmless arise out of Consultant's performance of"design professional services" (as
that term is defined under Civil Code section 2782.8), then upon Consultant obtaining a final
adjudication that liability under a claim is caused by the comparative active negligence or willful
misconduct of the City, Consultant's obligations shall be reduced in proportion to the established
comparative liability of the City and shall not exceed the Consultant's proportionate percentage
of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections
1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain "public works" and "maintenance" projects
("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public
works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total
compensation is $15,000 or more for maintenance or$25,000 or more for construction,alteration,
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demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage
Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and
agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon
the Consultant and all sub consultants to comply with all California Labor Code provisions, which
include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),
employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code
Sections 1771.4 and 1776), hours of labor(Labor Code Sections 1813 and 1815) and debarment
of contractors and subcontractors (Labor Code Section 1777.1).
b. If the services are being performed as part of an applicable "public works"
or "maintenance" project and if the total compensation is $15,000 or more for maintenance or
$25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to
Labor Code Sections 1725.5 and 1771.1,the Consultant and all sub consultants performing such
services must be registered with the Department of Industrial Relations. Consultant shall maintain
registration for the duration of the Project and require the same of any sub consultants, as
applicable. This Project may also be subject to compliance monitoring and enforcement by the
Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all
applicable registration and labor compliance requirements.
c. This Agreement may also be subject to compliance monitoring and
enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility
to comply with all applicable registration and labor compliance requirements. Any stop orders
issued by the Department of Industrial Relations against Consultant or any subcontractor that
affect Consultant's performance of services, including any delay, shall be Consultant's sole
responsibility. Any delay arising out of or resulting from such stop orders shall be considered
Consultant caused delay and shall not be compensable by the City. Consultant shall defend,
indemnify and hold the City, its officials, officers, employees and agents free and harmless from
any claim or liability arising out of stop orders issued by the Department of Industrial Relations
against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement,Consultant verifies that it fully complies with all requirements
and restrictions of state and federal law respecting the employment of undocumented aliens,
including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended
from time to time, and shall require all sub consultants and sub-sub consultants to comply with
the same.
15. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be
brought in a state or federal court situated in the County of Los Angeles, State of California.
16. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten(10) calendar days written notice to Consultant. In such event,
City shall be immediately given title and possession to all original field notes, drawings and
specifications, written reports and other documents produced or developed for that portion of the
work completed and/or being abandoned. City shall pay Consultant the reasonable value of
services rendered for any portion of the work completed prior to termination. If said termination
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occurs prior to completion of any task for the Project for which a payment request has not been
received, the charge for services performed during such task shall be the reasonable value of
such services, based on an amount mutually agreed to by City and Consultant of the portion of
such task completed but not paid prior to said termination. City shall not be liable for any costs
other than the charges or portions thereof which are specified herein. Consultant shall not be
entitled to payment for unperformed services, and shall not be entitled to damages or
compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty(30) calendar days'written notice to City only in the event of substantial
failure by City to perform in accordance with the terms of this Agreement through no fault of
Consultant.
17. Documents. Except as otherwise provided in "Termination or Abandonment,"
above, all original field notes, written reports, Drawings and Specifications and other documents,
produced or developed for the Project shall, upon payment in full for the services described in this
Agreement, be furnished to and become the property of the City.
18. Organization
Consultant shall assign Lisa Jackson, Regional Director as Project Manager. The
Project Manager shall not be removed from the Project or reassigned without the prior written
consent of the City.
19. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described
above.
20. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given
or delivered by depositing the same in any United States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to:
CITY: CONSULTANT:
City of Arcadia Bateman Community Living, LLC
240 West Huntington Drive d.b.a. TRIO Community Meals 10
Arcadia, CA 91066 Canebrake Blvd., Suite #120
Attn: Sara Somogyi, Director of Recreation Flowood, MS 39232
& Community Services
and shall be effective upon receipt thereof.
21. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the City and the Consultant.
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22. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. 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.
23. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. Each party acknowledges that no representations,
inducements, promises or agreements have been made by any person which are not incorporated
herein, and that any other agreements shall be void. This Agreement may not be modified or
altered except in writing signed by both Parties hereto. This is an integrated Agreement.
24. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the provisions unenforceable, invalid or illegal.
25. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted assignment
without such consent shall be invalid and void.
26. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either party,
unless such waiver is specifically specified in writing.
27. Time of Essence
Time is of the essence for each and every provision of this Agreement.
28. City's Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with
this Project or other projects.
29. 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
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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
director, official, 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.
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF ARCADIA
AND BATEMAN COMMUNITY LIVING,LLC. D.B.A.TRIO COMMUNITY MEALS
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF ARCADIA Bateman Community Living, LLC. D.B.A. Trio
Community Meals
,—Dr�oc'1u-Signed by:J
.J uk, 6Yti
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Dominic Lazzarettoi John Kirk, Managing Director
City Manager
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John Kirk
ATTEST: Printed Name
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By: '/'- ler cE'r Date: 7/14/2020
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By: p 4 Its: Regional Finance Di rector
Stephen P. Deitsch
City Attorney •
Anna Roberts
Printed Name
12
Updated Feb.2020
DocuSign Envelope ID:BF732946-C963-4002-AEF8-01 BiEAA9D384
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
persons 50 years of age and older Monday through Friday of each week.
NUMBER/PRICE OF MEALS
The minimum requirement is estimated at 40 meals and the maximum requirement is
estimated at 110 meals per day. The meals would be congregate meal or box or picnic
lunches. There is no guarantee that the maximum number of meals will be reached.
SERVICE STANDARDS
a. The kitchen shall be available to Contractor from 10:30 a.m. - 2:00 p.m. Meals will
be served at 11 :30 a.m.
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 temperature of bulk food daily at the end of production/packaging and on
delivery at the 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
DocuSign Envelope ID:BF732946-C963-4002-AEF8-01 B1EAA9D384
Napkins 2 ply
Others Plastic disposable gloves, disposable aprons,
disposable place mats, hair nets, individual wrapped
straws, serving trays and utensils.
1. 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 Contractor's delivery equipment shall be removed from the meal location by
2:00 p.m. City is not responsible after this time.
i. The Contractor shall provide a back-up delivery system in the event of vehicle
breakdown.
j. 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.
k. 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.
Authorized representative of the City shall have the right to inspect food
preparation, storage, and packing sites during the term of the contract.
m. 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 hours 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
DocuSign Envelope ID:BF732946-C963-4002-AEF8-01 B1EAA9D384
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 6-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 contractor must provide menu one month prior.
e. The City is responsible for typing and duplicating menu.
f. The Contractor shall submit in writing all menu substitutions to the Senior Citizen
Services 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 3oz. 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.
DocuSign Envelope ID:BF732946-0963-4002-AEF8-01 BIEAA9D384
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.
DocuSign Envelope IDS BF732946-C963-4002-AEF8-01 B1EAA9D384
(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.
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.
DocuSign Envelope ID: BF732946-0963-4002-AEF8-01B1EAA9D384
EXHIBIT B
Schedule of Charges/Payments
July 1, 2020 to June 30, 2021
Candice Cheung
From: Isabelle 011e- <isabelle.oller@'tr;ocommun.tymeals.com>
Sent: Friday,May 29,2020 10.45 AM
To: Candice Cheung
Subject: Price for Pre-Plated Meals
Good morning Candace,
As per our conversation,the price for individually trayed meals for the City of Arcadia Senior Citizen Meal Program is
$4.59 per meal.
Please let me know if you need any additional information.
Warmest Regards,
Isabelle Oiler
Business Development Director West Coast Region
brio Community Meals an Elior Company
(415)465-3785
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DocuSign Envelope ID:BF732946-C963-4002-AEF8-01 B1EAA9D384
EXHIBIT C
Activity Shedule
The meal service is to be performed: July 1, 2020 to June 30, 2021
Possible extensions:
July 1, 2021 to June 30, 2022
July 1, 2022 to June 30, 2023
DELIVERY SCHEDULE
a. The meals shall be delivered to the Arcadia Community Center, 365 Campus
Drive, Arcadia 91007.
b. 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.
c. The City may change the days and time of delivery and service by giving contractor
7 days' notice.
d. The City and the Contractor will jointly establish a time frame for ordering the
number of meals required for any day.
e. 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.
Rachelle Arellano
From: Stephen Deitsch <Stephen.Deitsch@bbklaw.com>
Sent: Tuesday, July 21, 2020 11:01 AM
To: Rachelle Arellano
Subject: RE: City Attorney Review Folder 7-21-2020
Rachelle, I have reviewed and approve as to form the PSA with Bateman Community Living, LLC, re: Senior Meals
Project. Please use my stamped signature for this purpose.
Thanks.
Steve
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