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HomeMy WebLinkAbout25E - AGMT SENIOR MEALS PRGRMREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 20, 2017 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED AGREEMENT WITH COMMUNITY ❑ As Recommended SENIORSERV INC. FOR SENIOR MEALS E] El ElOOrrdinance on 1"Reading PROGRAMS ❑ Ordinance on 2"' Reading (STRATEGIC PLAN NO. 5, 6E) ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER CITY NAGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute an agreement with Community SeniorServ, Inc. for Senior Meals Programs in the amount of $90,290 for the period July 1, 2017 through June 30, 2018, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Community SeniorServ, Inc. provides two programs which they have labeled, Meals on Wheels and Senior Lunch. The Meals on Wheels program prepares and delivers three meals daily directly to the homes of homebound, frail, and socially isolated seniors in the City. A registered dietician plans the meals to assure 100% of the U. S. Nutritional Recommended Daily Allowance - consisting of breakfast, a cold lunch, and a frozen dinner. In addition to meals, clients benefit from daily contact with delivery staff as well as the calls and/or visits from case workers who regularly check on their well-being. The Senior Lunch Program will be offered at two sites in Santa Ana (Santa Ana Senior Center and Southwest Senior Center) to help alleviate poor nutrition among the elderly population, especially prevalent among those who live alone and/or on a limited income. This nutrition program seeks to enhance the physical and mental well-being of the elderly population by: Encouraging a sense of dignity; Providing stimulating activities and volunteer opportunities; and Augmenting participants' financial resources by providing donation -based meals. 25E-1 Agreement with Community SeniorServ, Inc. for Senior Meals Program June 20, 2017 Page 2 The Senior Lunch Program meals are also planned and certified by a dietician to meet one third of each person's daily nutritional needs based on Food and Drug Administration (FDA) guidelines. As part of the fiscal year 2017/2018 budget process, $90,290 in general fund monies was proposed to be included in the Parks, Recreation and Community Services Agency's account to have Community SeniorServ, Inc. provide these programs to Santa Ana residents. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #6 (Focus projects and programs on improving the health and wellness of all residents), Strategy E (Expand Senior Center programming to provide greater enrichment and explore activities in art, culture and health). FISCAL IMPACT Funds are anticipated to be available in the FY 17/18 budget in the following account: Unit Recreation (no. 0111 Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency EXHIBIT: 1. Agreement FY 17/18 APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez Executive Director Finance and Management Services Agency 25E-2 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND COMMUNITY SENIORSERV, INC. FOR THE PROVISION OF SENIOR MEALS PROGRAM SERVICES THIS AGREEMENT is hereby made and entered into this Ist day of July, 2017,.by and between the City of Santa Ana, a. charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and Community SeniorServ, Inc., a California nonprofit corporation ("Provider"). RECITALS A. The City desires to retain Provider to participate in the Home Delivered and Congregate Meals Program in the City. B. In undertaking the performance of this Agreement, Provider represents that it is knowledgeable in its field and that any services performed by Provider under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows. 1. SCOPE OF SERVICES Provider shall perform those services as set forth in Exhibit A and incorporated by reference to this Agreement. 2. COMPENSATION a. City agrees to pay, and Provider agrees to accept as total payment for its services, the sum of $90,290.00. The total sum to be expended under this Agreement shall not exceed this amount during the term of this Agreement. b. Quarterly payments by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM The term of this Agreement shall commence on the date first written above and terminate on June 30, 2018, unless terminated earlier in accordance with Section 13, below, 4. INDEPENDENT CONTRACTOR Provider shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor Page 1 of 8 25E-3 shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Provider performs the services which are the subject matter of this Agreement; however, the services to be provided by Provider shall be provided in a manner consistent with all applicable standards and regulations governing such services. Provider shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to its employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Provider shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Provider shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Provider's negligent operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insured provisions, b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with California State law, Provider, if Provider has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the perfonnance of the work under this Agreement, Provider agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Provider is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate, e. The following requirements apply to the insurance to be provided by Provider pursuant to this section: (i) Provider shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. Page 2 of 8 25E-4 (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Provider shall supply City with fully executed additional insured endorsement, f. If Provider fails or refuses to produce or maintain the insurance required by this section or fails or refuses to fumish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Provider's right to be paid for its time and materials expended prior to notification of termination. Provider waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Provider agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Providers, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Provider or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terns of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Provider further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Provider's services are subject to Civil Code §2782.8, the above indemnity shall be limited, to the extent required by Civil Code §2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Provider. 7. RECORDS Provider shall keep records and invoices in connection with the work to be performed under this Agreement. Provider shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Provider under this Agreement. All such records and invoices shall be clearly identifiable. Provider shall allow a representative of the City to examine, audit, Page 3 0£ 8 25E-5 and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Provider shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years fiom the date of final payment to Provider under this Agreement. 8. CONFIDENTIALITY If Provider received from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Provider agrees that it shall not use or disclose such information except in the performance of this Agreement, and farther agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Provider disclosed in a publicly available source; (c) is in rightful possession of the Provider and disclosed without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Provider without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Provider covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 With copy to: Executive' Director of Parks, Recreation and Community Services City of Santa Ana 26 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 Page 4 of 8 25E-6 Fax (714)571-4211 To Provider: Community SeniorServ, Inc. 1200 N. ICnollwood Circle Anaheim, CA 92801 Fax(714)220-1374 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective ar deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above, If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Provider regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attaclunents hereto, the terms of this Agreement shall prevail and will serve to fully supersede existing Agreement. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Provider. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terns or conditions hereof, shall not bind or obligate Provider nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Provider, Provider may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Providers retained by City. 13. TERMINATION This Agreement may be terminated by the City with thirty (30) days written notice of termination to the Provider. a. As a condition of such payment, the City may require Provider to deliver to the City all the work product completed as of such date, and in such case such work product shall be the Page 5 of 8 25E-7 property of the City unless prohibited by law, and Provider consents to the City's use thereof for such purposes as the City deems appropriate, b. Payment need not be made for work that fails to meet the standard of perfonnance specified in the Recitals of this Agreement. 14. NON DISCRIMINATION Provider shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or any activities under this Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be detennined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16, PROFESSIONAL LICENSES Provider shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United Sates, the State of California, the City of Santa Ana and all other governmental agencies. Provider shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement, 17, MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that sucb authority or ,power is not, in fact, held by the signatory or is withdrawn. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. Page 6 of 8 25E-8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Lisa Storek Assistant City Attorney FOR APPROVAL: Gerardo Mouet Executive Director of Parks, Recreation and Community Services Agency CITY OF SANTA ANA CYNTHIA KURTZ Interim City Manager COMMUNITY SENIORSERV, INC. By: Name: Title: Page 7 of 8 25E-9 EXHIBIT A Community Scniorseiv, hie. (CSS) 1200 N. Knollwood Circle Anaheim, CA 92801 FOR FISCAL YEAR 17-18 To provide meals to Santa Ana older adults through the Meals on Wheels and Congregate Lunch Meals programs. Home Delivered Meal Program/Meals on Wheels: Participants in the Home Delivered Meals program will receive a total of 3 nutritious meals daily for 5 days a week delivered to their home and case management services. Meals will be delivered by paid and volunteer drivers. Eligibility and case management services will be provided by CSS Case Managers. Participants will also have access to other services at no charge including in -Home services, respite services, home safety equipment, and other resources. Congregate Lunch Meals Program: Participants in the Congregate Lunch program will be provided with a nutritional lunch five (5) days a week at two (2) sites in Santa Ana: Southwest Senior Center Santa Ana Senior Center Page 8 of 8 25E-10