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HomeMy WebLinkAboutCOMMUNITY SENIORSERV, INC. (2)-2017INSURANCE NOT ON FILE A-2017.150 WORK MAYNX PROCEED @� CLERK OF COUNCIL 0 DATE. AUG 0 8 2017 5 ,1Vv� Cut�--a 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 1st 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 perforin 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 sura 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. F11nowl 1 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 teen of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor Page I of 8 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. S. INSURANCE Prior to undertaking perfonnance 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. c. 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 (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 fatly 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 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 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 terns of, or effects, arising from this Agreement. The Provider fiuther 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 inderanity 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 of 8 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 froin 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 (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 eommimication 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 Coimnunity Services City of Santa Ana 26 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 Page 4 of 8 Fax (714) 571-4211 To Provider: Community SerriorServ, 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 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 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 DISCRIMINA'T'ION Provider shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defied 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 affinns 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. 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. Page 6 of 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: M? 3TA D.iuizAR Clerk of the Council APPROVED AS TO FORM; SONIA R. CARVALHO City Attorney B Store Assistant City Attorney e � r Gerardo Morlet Executive Director of Parks, Recreation and Community Services Agency CITY OF SANTA ANA YNTHIA R Irtterirn Cit Manager COMMUNITY SENIORSERV, INC. 'y. Name: Title: Page 7 of 8 k' 1 s EXHIBIT A Community SeniorServ, Inc. (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. Homs Delivered Meal Prograrn/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. Connegate Lunch Meats Program: Participants in the Congregate Lunch prograrn 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 ACTOR" CERTIFICATE OF LIABILITY INSURANCE Doi/24/2017 DI��I 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, 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 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 CONTACT NAME: Marsh Risk & Insurance Services PHONEFAX 17991 Ven Karmen Avenue, Suite 1100 _IAID No Eau IAIG Nop (949) 399-5800; License #0437153 E-MAIL ADDRESS: Irvine, CA 92614 EACHOCCURRENCE $ 1,000,000 Attn: NewpohBeach.CenRequest@mamh com/F: 212-948-4323 INSURERS AFFORDING COVERAGE NAIC# INSURER A: Philadelphia Indemnity Insurance Company 18050 093650-CSS-GAWX-17-10 INSURED Community Senior$ery INSURER B: Insurance Company Of The West 27847 INSURERC: ----- 1200 N, Knollwood Clfcle Anaheim, CA 92601 INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: LOS -002226488-15 REVISION NUMBER: 17 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 LTR TYPE OF INSURANCE ADOLSUBR INSID Me POLICYNUMBER POLICY EFF dMMIDDFYYYy1 POLICY EXP (MMIDD1YYyYILIMITS A X COMMERCIAL GENERAL LIABILITY Pamela Petersen., PHPK1677957 07/01/2017 07/01/2016 EACHOCCURRENCE $ 1,000,000 CLAIMS -MADE C� OCCUR 1_R1M`SESY.`.=.1..J $ 100,000 MED EXP (Any one person) a 5,000 PERSONAL&ADV INJURY 5 1,000,000 AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE 5 3,000,000 DELL X POLICY [:] PRO- ❑ JECT LOC PRODUCTS -COMP/OP AGG $ 3,000,000 OTHER' Sexual Misconduct $ 1,000,000 A AUTOMOBILE LIABILITY PHPKI677957 07/01/2017 07/01/2018 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO DED', Comp $500- Collision $1,000 BODILY INJURY(Per person) $ OWNED ASCHEDULED AUTOS ONLY UTOS BODILY INJURY Per accident $ PROPERTY DAMAGE $ _(Per scabbard) _ HIRED Fl NON -OWNED AUTOS ONLY AUU70S ONLY $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS UAB CLAIMS -MADE DED RETENTION$I 1 $ 1 B WORKERS COMPENSATION AND EMPLOYERS'LIABILITV YIN OFFICE IMEMB REXC EXCLUDED? (MandaR/MEM BER EXCLUDEW NH) NIA WVE503715200 07/01/2017 07/01/2018 1 X PER oTH- STATUTE 1 ER _ Ems. EACH ACCIDENT �$ 1,000,000 EL.DISEASE - EA EMPLOVEEi$ 1,000,000 Ues,dtoryin Dyes describe under DESCRIPTION OF OPERATIONS below ELL DISEASE -POLICY LIMIT 1 $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Santa Ana, its offiners, employees, agents, volunteers, and representatives are included as additional insureds (except Workers' Compensation) where required by written contract. This insurance is gat primary and non-contributory over any existing insurance and limited to liability arisi of the operations he named insured and where required by written contract. CERTIFICATE HOLDER zeb'N`P vw CANCELLATION City of Santa Ana 20 Civic Center Plaza M-23 �11�✓ 'S_ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Santa Ana, CA 92701 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance Services Pamela Petersen., ACORD 25 (2016/03) @ 1988.2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICYNUMBER: PHPKI677957 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13, 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, agents and representatives: 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: I.'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; in the Declarations. 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 contractor agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations;; whichever is less. This endorsement shallnot increase the applicable Limits' of Insurance shown in the Declarations. a�CD CIO Q� PJ CG 20 26 04 13 0 Insurance Services Office, Inc., 2012 Pagel6 of 19