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Home My WebLink AboutCOMMUNITY SENIORSERV, INC.-2017_ City of Santa A 7 Clerk of the Counc l AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement arr, II L 19 PI 3: 06 amendments (if any) are no longer in effect. Note: If your agreement is grant related, please ensure that all grant retention requirements CITY OF SANTA ANA have been satisfied prior to signing the termination form. CLERK OF COUNCIL Is the agreement(s) a permanent record? Yes No Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with No. 14 —L:3,0 I— b � was completed on 361 C1 and final payment has been made. (List all amendments. Use space below N needed.) Department: Q )2 SA Phone/Ext.: ��- Signature: 'sli Of)\ CA QA)WfA/-) Date: -7) [9f W Revised: 10-18-16 INSUPANCL ON FILE W0, t4 K MAY pRMEED uNI'T . iN Uri �N - EXPIRE$ .dL-:Z- C F CC NCII. )yeah A-2017.034 DATE r, AGREEMENT BETWEEN THE CITY OF SANTA ANA AND COMMUNITY SENIORSERV, INC. FOR THE PROVISION OF HOME DELIVERED MEALS PROGRAM SERVICES (Non-CDBG Funds) THIS AGREEMENT is hereby made and entered into this 211t day of February, 2017, by and between the City of Santa Ana, a chatter 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 Horne Delivered and Congregate Meals Program in the City. B. Provider is currently providing such services to the City as a subrecipient of federal Community Development Block Grant Funds that were received by the City. The City desires to provide additional direct funding to Provider using City hinds. 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 perform those services as set forth in the Exhibit A and incorporated by reference to this Agreement. Z. COMPENSATION a. City agrees to pay, and Provider agrees to accept as total payment for its services, the sum of $15,000.00. The total sum to be expended under this Agreement shall not exceed this amount during the term of this Agreement. b. Payment by City shall be made following full execution of this Agreement by the parties. 3. TERM The term of this Agreement shall commence on the date first written above and terminate on June 30, 2017, unless terminated earlier in accordance with Section 13, below. Page 1 of 8 4. INDEPENDENT CONTRACTOR Provider shall, during the entire terra 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 woxk 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 protevtion against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting frorn any act or occur o ce 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 eoyerage 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 $1,0100,000 ,per claim with $2,000,000 in the aggregate. c. 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 furnished 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 wi6 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. IND,E+ 1VINYZ-0'ICATION Provider agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Provides, special counsel, and representatives from liability; (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of clahns 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 fax 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 arisiaag 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 rolate to the negligence, recklessness, or willful misconduct of the Provider. Page 3of8 7. RECORDS Provider shall keep records and invoices in connection with the work to be performed under this Agreement. Provider shah 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 tender 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. S. 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 further 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 (c) is independently developed by the Provider without reference to information disclosed by the City, 9. CONF14ICT 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.O. 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 deern.ed 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 elate, 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 affrais that it is an equal opportunity employer and shall comply with all applicable federal, state alld local laws and regulations. 15. .IU" tISDICTION - VENUE This Agre tent 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 fiu-ther agree that Grange 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 terns 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 UrZited Sates, the State of California, the City of Santa Ana, and all other goverrunental agencies. Provider shall notify the City immediately axed in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability ,shall be cause for ternrination of this Agreement, 17, MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein, below has the pourer, authority and right to bind their respective parties to each of the terms of this Agreemcnt, and shall indemnify City fully, including reasonable costs and Page 6of8 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. fN 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 B�JO�HN 'M �MN�K�� Assistant City Attorney XcZinlg, ic:utive �Director of Parks, Recreation and Community Services Agency CITY OF SANTA ANA GERALDO MO ET Acting City Manager r 3511 i XQU51,09U.1'' v 51 '101 page 7 OF 8 EXHIBIT A Community SoniorSery Inc. 1200 N. Knollwood Circle Anaheim, CA 92801 Community SeniorSery will provide: Home Delivered Meal Program: Participants in the Horne Delivered. Meals program will recoive nutritious meals delivered to their home and case managernent 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 ire -home services, respite services, home safety equipment, and other resources, Congregate Lunch Program: Participants in the Congregate Lunch program will be provided with a nutritional lunch at 3 sites in Santa Ana: Southwest Senior Center Santa Ana Senior Center Vietnamese Community Center Page 8 of 8 AC"R" CERTIFICATE OF LIABILITY INSURANCE DATE (MMfD01YYYY) d3rd1f2d17 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(les) must 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. CONTACT NAME:. ...__.... .._..........,_.._.,. Marsh Risk & Insurance Services PHONE .. '.— �.... FAX 17901 Von Karman Avenue, Suite 1100 (949) 399'-SB00; License 40437153 E-MAIL ADDRESS:, ..-.._�..._......,._...m.. „ _ ..._....-_. _ INsURERIYS)AFFORDINGCOVERAGE NAIL# Wine, CA 92614 Alin! NewpodBeach,CenRequest@marsh.com/F: 212-9484323 INSURER A: Philadelphia Indemnity Insurance Company 18058 093650-CSS-GAWX•16.17 INSURED INSURER B: Zenith insurance Company..._.. 13269 Community SeniorSery — 1200 N Knodwood Circle rNSI�RER c_; Anaheim, CA 92801 INSURER D INSURER E : ..__..................... '. MED EXP (Any one person) Y S ... 5,000 INSURER F �.cc. f"=TICIF`ATC Milli I OSA 911 i'H444H-12 HFVISICIN IVLII B1l _K: 10 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. INSR �ADDL�SUI1R. � -...POLICY ERF....' POLICY EXP LIMITS'. LTR. TYPE OF INSURANCE POLICY NUMBER M/DDTYYYY MMIDDIYYYY A ''.� X COMMERCIAL GENERAL LIABILITY ..PHPK1516506 ',Q7Pd112016 0710112017 EACH OCCURRENCE $ 1,000,000 _ DAMAGE TO RENTED � 00,000 CLAIMS -MADE L�.J OCCUR. PREMISES (Ea ourrgq;a)__ $ _1 oc MED EXP (Any one person) Y S ... 5,000 PERSONAL &.ADV INJURY $ 1,000,600 GENERAL AGGREGATE $ 3,000,000 .___m........ GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY JERCOT E LCC PRODUCTS-COMPICPAGO S 3,00{i,000 Sexual Misconduct $ 1,000,000 OTHER_ A AUTOMOB§LE LIABILITY PHPK'1516506 0710112016 0710112017 COMFINED SINGLE LIMIT a accidentl._,_ .. $000 000 . _ X DED: Comp $500 - Collision $1,400 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED SOOILY INJURY (Per accident) I $ AUTOS AUTOS NOWOWNED PROPERTY DAMAGE _ $ ....... ._.__.. HIRED AU'rO3� .. .. AUT�gS Per a c d®�_. I $ I UMBRELLA LIAR CCCUR. i EACH OCCUfiRENCE ....�_ v,_ m $ .._.....,. EXCESS LIAR i, CLAIMS.MADe '� AGGREGATE DED S $ B ENSATIDN WORKERS COMPENSATION 2070773207 0710112016 071d1a'2417 X UTA7UTE AND EMPLOYERS' LIABILITY Y ..-., $ 1,000,D00 ANY PROPRIETOR/PARTNER/EXECUTIVE M N 1 A E,L, EACH ACCIDENT __.. O,OdO $ 1,0O 0, OFFICER/MEMBER EXCLUDED? (Mandatory in NH) °, E.L. DISEASE - EA EMPLOYE $ 1,000,009 If Nyes describe under DESCRIPTION OF OPERA ioNS taelow I E.L-. DISFASE - POLICY LIMIT DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORD AUI, Additional Remarks Schedule, may bye s required) The City of Santa Ana, its }fOCBrs, employees, agenic, volunteers, and representatives are included as additadsg(p al ers' rc n) where required by written contract, This Insurance is prmary and nun -contributory over any existing insurance and limited to liability arising out of the op of the $�9lh�s*urej i quiredAiaAitten contract, -ru City of Santa Ana. 20 Civic Center Plaza M-23 Santa Ana, CA 92701 L.A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERER IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance. Services Jahn Graef--- IC1 l`JISr9-LUIS A4L7KLJ 4s LJIKYIJI'CAIIflAN. All 1191ILto lW*trlwau, ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: PHPK1516506 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. I 1 0 1 1 A *I W4 ZKO] zteyll 0 1 rIf-Al I L� � This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART P. �111W Name Of Additional Insured Person(s) Or Organization (s): The City of Santa Ana its officers, employees, agents and representatives Information required to coni lete this Schedule, if not shown above, will. be shown in the Declarations. A. Sectibn 11 — 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 pat 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. Va CG 20 26 0413 0 Insurance Services Office, Inc., 2012 Page l6of 16 M1 f THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT' CAREFULLY. ADDITIONAL INSURED P VJLI, This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date. 07/01/2016 The City of Santa Ana its officers, employees, agents and representatives 20 Civic Center Plaza Santa Ana CA 92701 SECTION 11 — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of or relating to your negligence in the performance of "your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is pdmary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that person or organization. This condition applies even if other valid and collectibie insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III — LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged, Page I of 4 Includes, copyrighted material of Insurance Services Office, inc., with its permissi