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CONTRACT 4112 Professional Services Agreement CLOSED 41 12 ex Agreement No. AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES BETWEEN THE CITY OF EL SEGUNDO AND ST. VINCENT MEALS ON WHEELS This AGREEMENT is entered into this first day of November 1, 2010, by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation ("CITY") and ST. VINCENT MEALS ON WHEELS, a California Non-Profit Corporation ("CONSULTANT"). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in Exhibit A, SCOPE OF SERVICES; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed TWENTY-THREE THOUSAND dollars ($23,000) for CONSULTANT'S services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit"A," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A," which are incorporated herein. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. Page 1 of 9 4 N Oi dWumn In ,�lf' v 4. DISPUTES AND REMEDIES. A. Claims, disputes, and other matters in question between the Parties arising out of or relating to this Agreement or the breach thereof, must be resolved by the following procedure: i. CITY and CONSULTANT will exercise their best efforts to resolve disputes through the development of a consensus. A meeting may be requested by either party at any time for the purpose of resolving a dispute. A determination by CITY's Planning and Building Safety Director will be made within two (2) weeks after a meeting to resolve the dispute; ii. If unresolved within thirty (30) days, then CITY's city manager, or designee, will make a final determination; iii. Following the city manager's final determination, the Parties may submit any unresolved matters to non-binding mediation. The parties may, but are not required to be, represented by counsel in mediation. iv. If the Parties do not agree to mediation, or if mediation does not resolve the Parties' dispute, the matter may be pursued in Los Angeles County Superior Court. B. The Parties' rights and remedies under this Agreement are in addition to any other rights and remedies provided by law. 5. PAYMENTS. CITY will pay CONSULTANT a fee of $3.85 per meal for the Services listed in Exhibit A. After services have been rendered by CONSULTANT, a detailed invoice on forms mutually acceptable to both parties must be submitted to CITY, no later than ten calendar days after the month of previous service. CITY will then process payment to CONSULTANT. Payment will be made to CONSULTANT in the amount of the invoice as approved by CITY. 6. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that, to the best of CONSULTANT's knowledge and belief, CONSULTANT has i. Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that Page 2 of 9 n CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 7. TERM. This Agreement will take effect on October 1, 2010 (the "Effective Date") and shall continue until September 30, 2011, unless earlier terminated. The Agreement may be extended for two additional years at the CITY's sole discretion up to September 30, 2013. 8. TIME FOR PERFORMANCE. CONSULTANT will not perform any work under this Agreement until: A. CONSULTANT furnishes proof of insurance as required under Section 21 of this Agreement; and B. CITY gives CONSULTANT a written Notice to Proceed. C. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 9. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 10. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 11. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 12. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. Page 3 of 9 C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 13. NOTICE OF BREACH AND OPPORTUNITY TO CURE. Neither party will be deemed to be in breach of this Agreement based on a breach that is capable of being cured until it has received written notice of the breach from the other party. The party charged with breach will have fifteen (15) days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other party within fifteen (15) days from the date on which the party received notice of breach, the non-breaching party may terminate this Agreement. 14. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. CITY will indemnify and hold CONSULTANT harmless for any use of the work product other than as contemplated by this Agreement. 15. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or City without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. Page 4 of 9 16. INDEMNIFICATION. A. CONSULTANT agrees to the following: i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct. ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise, except for such loss or damage arising from CITY's sole negligence or willful misconduct. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, and representatives. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 25, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 17. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. Page 5 of 9 i 18. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. Under the provisions of this Agreement, and as stipulated in OMB Circular A-133, as revised for Audits of States, Local Governments, and Non-Profit Organizations, services provided by CONSULTANT, under the definition of a federal award recipient, will hold the status of a vendor. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 19. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least four (4) years after termination or final payment under this Agreement. 20. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Tvne of Insurance Limits (combined single) Commercial general liability $1,000,000 Professional Liability $0 Business automobile liability $1,000,000 Workers compensation $1,000,000 B. Commercial general liability insurance will meet or exceed the requirements of ISO- CGL Forms. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 Page 6 of 9 1 .. �. Ob 92, including symbol 1 (Any Auto). D. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to maintain the insurance in effect for a period of three (3) years after this Agreement expires or is terminated ("extended insurance"). Such extended insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of"A:VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 12. 21. USE OF CONSULTANT. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 22. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 24. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: CITY CONSULTANT Greg Carpenter, Director Sister Alice Marie Planning and Building Safety City of El Segundo St. Vincent Meals on Wheels 350 Main Street 2131 West Third Street El Segundo, CA 90245 Los Angeles, CA 90057 Phone: (310) 524-2300 Phone: (213) 484-7778 Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of Page 7 of 9 IIInYu, n I& uµ •w,.. actual delivery. Changes may be made in the names or addresses of persons to who notices are to be given by giving notice in the manner prescribed in this paragraph. 25. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 26. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, 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 CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 27. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 28. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets for the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There is one ( I ) Attachment to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 29. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 30. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 31. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's city manager, or designee, may execute any such amendment on behalf of CITY. 32. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. Page 8 of 9 14 .� 33. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 34. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public agency. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO, ST. VINCENT MEALS ON WHEELS a municipal corporation. Jack ayt, *' .gym, Sister Alice Marie Cit "Manager ATTEST: Taxpayer ID No. Cindy City Clerk APPROVED AS TO„ Q RN MARK D. HENSL°' , C' , ..,IATT�RNEY, w By: K�1 verger, Assistant City Att1y PAPlanning & Building Safetyl0 Planning- New1CDBG12010-2011 CONTRACTS12010.09.21 CDBG.psa.HomeDe1iveredMea1s.St.vincent's.2010-2011.doc Page 9of9 II 1 Exhibit A Scope of Services Home Delivered Meals DESCRIPTION OF WORK CONSULTANT will: 1. Provide nutritionally balanced, hot meals which are based on the dietary needs of persons 55 years and older. Meals are to be conveniently packaged, prepared and delivered to the City of EI Segundo Outreach Office, Monday through Friday, between 11:00 a.m. to 11:45 a.m. Menus approved by a Registered Dietician, are to be based on a minimum seven week cycle and contain at least one-third the Recommended Daily Allowance (RDA) for individuals 55 years and older. The meals must be provided during each non- holiday weekday throughout the year. Holidays, as relevant to this Agreement include, January 1, Presidents Day, Memorial Day, July 4, Labor Day, Thanksgiving Day and Christmas Day. 2. For clients identified by the City, and upon request, Consultant will provide frozen weekend meals containing at least one-third of the RDA, on Friday for consumption on the weekend. If Friday is a holiday, the meals will be provided on the day prior to the holiday. 3. Provide reduced calorie and reduced sodium (1,500 calorie and 2 grams sodium) therapeutic diets for clients identified by City staff. 4. Provide to City staff, upon request, technical assistance from Consultant's Registered Dietician. 5. Provide City sufficient copies of a printed monthly menu for distribution to EI Segundo Home Delivered Meals program participants(hereinafter referred to as"participants"). 6. Transport and maintain food carriers in a sanitary fashion. 7. Submit monthly, an invoice for the number of meals provided to the City of EI Segundo in an amount determined by this Agreement. Invoices should arrive no later than ten (10) calendar days after the end of the previous month of service and be addressed to: Director, Planning and Building Safety City of El Segundo 350 Main Street El Segundo,CA 90245 8. Submit to CITY a statement of self-insurance evidencing liability coverage. CITY will: L Provide volunteers or staff to deliver meals to program participants' homes. 2. Perform an individualized participant intake and eligibility evaluation to determine current and continued need for each participant's level of service. 3. Provide to program participants, if needed, referrals to appropriate agencies for alternative/additional public services. 4. Provide CONSULTANT with the necessary meal transporters and hot/cold packs. 5. Provide space and telephone for Home Delivered Meals Program. b. Reimburse CONSULTANT at the rate of $3.85 per meal prepared and packaged for Monday through Friday delivery to El Segundo Recreation and Parks Outreach Office, effective Octoberl, 2010 through September 30, 2011, with an option to renew said Scope of Services for up to two additional years through June 30, 2013, as incorporated herein and by reference to Agreement. 7. Prepare for CONSULTANT the following: • List of Clients eligible to be served • Clients' special dietary needs, if applicable • Meal delivery schedules and transportation route to Recreation and Parks Outreach Office • Weekly list identifying number of meals required by each client.