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HomeMy WebLinkAboutCOMMUNITY SENIORSERV INC.INSURANCE NOT ON FILE A-2018466 WORK MAY MQT PROCEED LERK OF COUNCIL DATE: JUL 0 6 2010 S , \ v `a Caw "'] AGREEMENT BETWEEN THE CITY OF SANTA ANA AND COMMUNITY SENIORSERV, INC. FOR THE PROVISION OF ROME DELIVERED MEALS PROGRAM SERVICES THIS AGREEMENT is hereby made and entered into this 19"' day of June, 2018, 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, Ina, a California nonprofit corporation ("Provider"). RECITALS A. The City desires to retain Provider to participate in delivering meals to the homes of senior citizens and providing Congregate Meals Program at senior centers in the City. C. 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 deliver meals to the homes of senior citizens and provide Congregate Meals Program at certain senior centers in the City as set forth in the 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. City will be invoiced by Consultant on a quarterly basis. Payment will be made within forty-five (45) days of the date of the invoice, The term of this Agreement shall commence on the date first written above and tenninate on June 30, 2019, unless terminated earlier in accordance with Section 13, below. Page 1 of 8 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 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 52,000,000 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 performance 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: Page 2 of 8 (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 famished to the City upon execution of this Agreement and shall be approved in form by the City. (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 furnish 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 1 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 terms 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 terms 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, Page 3 of 8 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, 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 from 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 Anther 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 Page 4 of 8 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.Q. Box 1988 Santa Ana, California 92702 Fax (714) 571-4211 To Provider: Community SeniorServ, Inc. 1200 N. Knollwood 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 or 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 attachments 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 terms 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. Page 5 of 8 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 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 performance 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. 15. 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 determined 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. BACKGROUND CHECKS Consultant represents and warrants that it has engaged an independent entity to conduct a background check of all employees, agents, independent contractors, volunteers, or other individuals that provides services to senior citizens in their homes pursuant to this Agreement. The background check shall include at a minimum a state and county criminal history Page 6 of 8 investigation where such individual resides and a search of the national and California state sex offender registries. Proof of the background check required under this section shall be provided to City upon request. 18. 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 terms 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 such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 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; LAURA A. ROSSINI Senior Assistant City Attorney 4MENDED F R A PROVAL: )lot / Ralph Nulvez, Interim V Executive Director of Parks, Recreation and Community Services Agency CITY OF SANTA ANA RAUL G EZ IF City Manager COMMUNITY SENIORSERV, INC. 13y: Name;: l Title: �v Page 7 of 8 EXHIBIT A Community SeniorSery Inc. 1200 N. Knollwood Circle Anaheim, CA 92801 For Fiscal Year 18-19 To provide meals to Santa Ana older adults through the Meals on Wheels and Congregate Lunch Meals programs. Home Delivered Meal Program; Participants in the Home Delivered Meals program will receive a total of 3 nutritious meals daily for 5 days a week (Monday -Friday) 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. Last year, the program served an average of 85 seniors per week at a cost of $1.56 per meal. Congregate Lunch Meals Program. Last year, the program provided meals to an average of 78 seniors, Monday -Friday at a cost of $2.02 per meal. Participants in the Congregate Lunch program will be provided with a nutritional lunch five days a week at 2 sites in Santa Ana: Southwest Senior Center Santa Ana Senior Center Consultant will work with City staff in the Parks, Recreation and Community Services Agency to work out the details of the services on a weekly basis. Page 8 of 8 ACORO® CERTIFICATE OF LIABILITY INSURANCE 114.1 7/7/2019 DATE(MMIDD)YYYY) 1 7/3/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Insurance Brokers, LLCONTACT 725 S. Figueroa Street, 35th Fl. CA License #OF15767 Los Angeles CA 90017 NAME: -- PHONE - FAX INC. No. Exit AIC No E-MAIL ADDRESS: (213)689-0065 INSURERS) AFFORDING COVERAGE NAICff INSURER A: Philadelphia Indemnity Insurance Co. 18058 — _ INSURED Community SeniorServ, Inc. 1448916 1200 N. Knollwood Cir. PF-0—LM-- I LY IU' INSURER B: Redwood Fire and Casualty Insurance Co 11673 INSURERC: Anaheim CA 92801 INSURER D: I $ INSURER E: AUTO MOBILELJABILITY _ INSURER F: i N ' PHPK1846716 COVERAGES COMSE01 CERTIFICATE NUMBER: 15476274 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRADDL SUER LTR TYPE OFINSURANLE IN D WVD POLICY NUMBER POLICY EFF POLICY EXP MMIDD/YYYY MM/DWYYYY LIMITS A COMMERCIAL GENERAL LIABILITY IY N PHPK 1846706 CLAIMS -MADE EXI OCCUR I EACH OCCURRENCE 7/1/2018 7/1/2019 -DAMAGE TO RENTED I PREMISES Ea occurn nce $ 1 000 O00 $ 1000000 MED EXP (Any one person) $ 20,000 PERSONAL&ADV INJURY $ 1,000,000 GENE AGGREGATE LIMIT APPLIES PER: POLICY JECT E' LOC GENERALAGGREGATE PRODUCTS - COMP/OPAGG $ 3,000,000 $3,00000 OTHER: I $ A AUTO MOBILELJABILITY IN i N ' PHPK1846716 7/1/2018 7/1/2019 COMBINED SINGLE LIMIT �a accident)1,000 i. $ QQQ $ XXXXXXX X ANY AUTO BODILY INJURY (Per person) OWNEDSCHEDULED AUTOS ONLY X AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) _ � PROPERTY DAMAGE Aper accitlent) _ , $ XXXXXXX I $ XXXXXXX $ 1,000 Com 1Co1LDed. A X ,,, UMBRELLA LIAB X OCCUR N N PHUB637625 7/1/2018 7/1/2019 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $ 10,000,000 DED X RETENTION$ 10,000 $ XXXXXXX B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED4 N NIA N COWC9279$7 7/1201$ 7/1/2019 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ ] 000 000 (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT :$ 1000000 i DESCRIPTION OF OPERATIONS / LOCATIONS IVEHICLES (ACORD 101, Additional Remarks Schedule, my be attached B more space is required V The City of Santa Ana, its officers, employees, agents, and representatives wean Additional Insured to the extent provided byyyy lie a �ed endorsement issued or approved by the insurance carrier. Insurance provided to Additional Insured(s) is primary and ry3ry�'Ei agcy a\ e [he endorsements or policy language. ''CC�� �IU�A. wi a� c x\4\ �Pd 15476274 The City of Santa Ana 20 Civic Center Plaza Santa Ana CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORRED ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Attachment Code: D551101 Certificate ID: 15476274 POLICY NUMBER: PHPK1846706 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following; COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Santa Ana, its officers, employees, A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. db� 4 CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 8 of 18