HomeMy WebLinkAbout2024-10-08; City Council; ; Amendment to the Agreement with Essenco, Inc. to Provide Meal Preparation Services for the Carlsbad Senior CenterCA Review __AF__
Meeting Date: Oct. 8, 2024
To: Mayor and City Council
From: Scott Chadwick, City Manager
Staff Contact: Eric Biggin, Recreation Area Manager
eric.biggin@carlsbadca.gov, 442-339-2648
Subject: Amendment to the Agreement with Essenco, Inc. to Provide Meal
Preparation Services for the Carlsbad Senior Center
Districts: All
Recommended Action
Adopt a resolution authorizing the execution of Amendment No. 8 to the agreement with
Essenco, Inc. to provide meal preparation services for the Carlsbad Senior Center from Nov. 15,
2024, through March 31, 2025, for an amount not to exceed $100,000.
Executive Summary
Essenco, Inc provides the prepared meals the city serves at the Carlsbad Senior Center and
delivers to local homes as part of the San Diego County Senior Nutrition Program.
Historically, the city’s agreement with the County of San Diego for the Senior Nutrition Program
has been aligned with the city’s agreement with the vendor for providing the program’s
prepared meals. However, due to a delay by the County of San Diego in awarding agreements
to municipalities under the Senior Nutrition Program, the term of that agreement is now
misaligned with the term of the city’s agreement with Essenco.
The proposed amendment to the city’s agreement with Essenco realigns the term of the
agreement with that of the county’s agreement and updates language related to the
indemnification obligation. The City Council’s approval is required under Carlsbad Municipal
Code Section 3.28.040 – Procurement and disposition responsibilities – because the
amendment exceeds the City Manager’s authority.
Explanation & Analysis
Background
During the first eight months of 2024, the Carlsbad Senior Center provided an average of 952
congregate dining meals per month and an average of 1,212 home delivered meals per month,
under the County of San Diego’s Senior Nutrition Program. The city has provided such meal
services to the senior community since 1987. A donation of $3.50 per meal is suggested, but
senior participation in the program is not contingent upon making a donation.
Oct. 8, 2024 Item #7 Page 1 of 8
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Essenco agreement timeline
• Nov. 13, 2018 - The City Council adopted Resolution No. 2019-190, authorizing
execution of an agreement with Essenco to provide meal preparation services for the
Carlsbad Senior Center, in an amount not to exceed $600,000 for the initial two-year
term.
• Aug. 21, 2019 - The parties executed Amendment No.1 to the agreement to alter the
agreement’s scope of work to include standard terms and conditions required by the
County of San Diego, and to extend and fund the agreement for a period of two years.
• July 29, 2020 - The parties executed Amendment No. 2 to the agreement to alter the
agreement’s scope of work to include standard terms and conditions required by the
city, which were related to the COVID-19 State of Emergency and Federal Emergency
Management Agency reimbursement.
• June 30, 2022 - The parties executed Amendment No. 3 to the agreement to alter the
agreement’s scope to increase the price for congregate meals, those served at the
Senior Center, to $6.26 and the number of home-delivered meals to 65 per day with a
price increase to $6.53.
• Nov. 15, 2022 - The parties executed Agreement No. 4 to the agreement to alter the
agreement scope of work to increase the price for congregate meals to $6.96, increase
the price for home meals to $7.21, and add the option to special order additional side
salads at $1.50 per salad for congregate service and $3.50 per salad for home meals per
day, and to extend and fund the agreement for a period of two years.
• Aug. 8, 2023 - The parties executed Agreement No. 5 to the agreement, with the
purpose of amending the extension period, changing the termination date from Nov. 14,
2024, to align with the County of San Diego's Senior Nutrition Program agreement
termination date of Dec. 31, 2023.
• Nov. 17, 2023 - The parties executed Agreement No. 6 to the agreement, with the
purpose of extending the agreement through June 30, 2024, to coincide with the County
of San Diego’s Senior Nutrition Program agreement termination date.
• May 6, 2024 - The parties executed Amendment No. 7 to the agreement, to extend the
agreement through Nov. 14, 2024, to align with the County of San Diego’s agreement
for the Senior Nutrition Program termination date.
• Aug. 26, 2024 - Staff and Essenco expressed a desire to execute Amendment No. 8 to
the agreement, to alter the indemnification obligation, utilizing updated and
standardized language for the city’s professional services agreements, and to extend
and fund the agreement from Nov. 15, 2024, through March 31, 2025, so as to realign
the term of this agreement with the term of the County of San Diego’s Senior Nutrition
Program agreement.
Oct. 8, 2024 Item #7 Page 2 of 8
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County of San Diego agreement status
On Nov. 15, 2023, the County of San Diego initiated an extension to the agreement with the
City of Carlsbad, from Dec. 31, 2023, to Mar 31, 2024, due to a delay regarding the
procurement process and the execution for new agreements with municipalities under the
Senior Nutrition Program. Consequently, the current term of the County of San Diego Senior
Nutrition Program agreement commenced on April 1, 2024, and will expire on March 31, 2025.
During the past several years, the city and the county have strived to retain an alignment in the
terms of the county’s agreement with the city for the Senior Nutrition Program and the city’s
agreement with its vendor for providing the prepared meals served through the program. This
alignment expedites the agreements’ year-end reconciliations and facilitates establishing
extension terms for the vendor agreement.
Staff anticipate conducting a request for bids , process for meal preparation services for the
Carlsbad Senior Center, so as to have a new agreement awarded by the City Council before
April 1, 2025, when the current agreement expires. The anticipated new agreement for meal
preparation services will be for a one-year term (April 1, 2025, to March 31, 2026), with three
optional one-year extension terms. Those one-year terms will retain the alignment between
that agreement and the county's agreement.
Fiscal Analysis
Sufficient funds are available in the FY 2024-25 Parks & Recreation Department operating
budget for the proposed amendment to the agreement with Essenco. No additional
appropriations are needed.
Next Steps
Essenco will continue providing prepared meals for the congregate meal and home delivered
meal services of the Carlsbad Senior Center through March 31, 2025. Staff will conduct a
request for bids process for meal preparation services for Carlsbad Senior Center, so as to have
a new agreement awarded by the City Council before April 1, 2025.
Environmental Evaluation
This action does not require environmental review because it does not constitute a project
within the meaning of the California Environmental Quality Act under California Public
Resources Code Section 21065 in that it has no potential to cause either a direct physical
change or a reasonably foreseeable indirect physical change in the environment.
Exhibits
1. City Council resolution
Oct. 8, 2024 Item #7 Page 3 of 8
RESOLUTION NO. 2024-227
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE EXECUTION OF AMENDMENT NO. 8 TO THE
AGREEMENT WITH ESSENCO, INC. TO PROVIDE MEAL PREPARATION
SERVICES FOR THE CARLSBAD SENIOR CENTER, FROM NOV. 15, 2024,
THROUGH MARCH 31, 2025, IN AN AMOUNT NOT TO EXCEED $100,000
WHEREAS, the City Council of the City of Carlsbad, California has determined that the city's
participation in the San Diego County Senior Nutrition Program, through congregate meal and home
delivered meal services administered by the Carlsbad Senior Center, is a community benefit; and
WHEREAS, the city has provided such meal services to the senior community since 1987; and
WHEREAS, during the first eight months of 2024, the Carlsbad Senior Center provided an
average of 952 congregate dining meals per month and an average of 1,212 home delivered meals per
month, under the County of San Diego's Senior Nutrition Program; and
WHEREAS, the city and Essence are parties to an agreement for the provision of prepared meals
for the County of San Diego's congregate meal and home delivered services; and
WHEREAS, historically, the agreement with the county for the Senior Nutrition Program has
been aligned with the city's vendor agreement for providing the associated prepared meals; and
WHEREAS, due to a delay by the County of San Diego in awarding agreements to municipalities
under the Senior Nutrition Program, the term of that agreement is now misaligned with the term of
the city's agreement with Essence; and
WHEREAS, the parties have previously executed multiple amendments to the city's agreement
with Essence to address changes in the scope of services and meal pricing; and
WHEREAS, on Nov. 15, 2023, the County of San Diego initiated an extension of the agreement
with the City of Carlsbad, from December 31, 2023, to March 31, 2024, due to a delay regarding the
procurement process and the execution for new agreements with municipalities under the Senior
Nutrition Program. Consequently, the current term of County of San Diego Senior Nutrition Program
agreement commenced on April 1, 2024, and will expire on March 31, 2025; and
WHEREAS, the parties have expressed a desire to amend and fund the agreement, to alter the
indemnification obligation, utilizing updated and standardized language for the city's professional
services agreements, and to extend the agreement from Nov. 15, 2024, through March 31, 2025, to
realign this agreement with the County of San Diego's Senior Nutrition Program agreement; and
Exhibit 1
Oct. 8, 2024 Item #7 Page 4 of 8
WHEREAS, staff anticipate conducting a request for bids process for meal preparation services
for the Carlsbad Senior Center, so as to have a new agreement awarded prior to April 1, 2025; and
WHEREAS, the anticipated new agreement for meal preparation services will be for a one-year
term (April 1, 2025, to March 31, 2026}, with three optional one-year extension terms. Those one-year
terms will retain the alignment between that agreement and the county's agreement; and
WHEREAS, sufficient funds are available in the FY 2024-25 Parks & Recreation Department
operating budget for the proposed amendment to the agreement with Essence, Inc.; and
WHEREAS, the City Planner has determined this action does not require environmental review
because it does not constitute a project within the meaning of the California Environmental Quality Act
under California Public Resources Code Section 21065 in that it has no potential to cause either a direct
physical change or a reasonably foreseeable indirect physical change in the environment.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1.That the above recitations are true and correct.
2.That the Mayor is hereby authorized and directed to execute Amendment No. 8 to the
agreement with Essenco, Inc., to provide meal preparation services for the Carlsbad
Senior Center, from Nov. 15, 2024, through March 31, 2025, in an amount not to exceed
$100,000, which is attached here to as Attachment A.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 8th day of October, 2024, by the following vote, to wit:
AYES:
NAYS:
ABSTAIN:
ABSENT:
BLACKBURN, BHAT-PATEL, ACOSTA, BURKHOLDER, LUNA.
NONE.
NONE.
NONE.
KEITH BLACKBURN, Mayor
SHERRY FREISINGER, City Clerk
(SEAL}
Oct. 8, 2024 Item #7 Page 5 of 8
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Docusign Envelope ID: 7 A93BDD1-3C4C-449E-8632-40D89B0E439F
AMENDMENT NO. 8 TO EXTEND THE AGREEMENT FOR SENIOR CENTER MEAL SERVICES ESSENCO, INC.
Attachment A
TJlis {;kment No. 8 is en;rred into and effective as of the '1f11-day ofUC r , 20'1 , extending the agreement dated November 14, 2018 (the "Agreement") by and between the City of Carlsbad, California, a municipal corporation, ("City"), and Essence, Inc., ("Contractor") (collectively, the "Parties") for meal preparation for senior center meals services.
RECITALS
A On August 21, 2019, the Parties executed Amendment No.1 to the Agreement to alter the Agreement's scope of work to include standard terms and conditions required by the County of San Diego, and to extend and fund the Agreement for a period of two years; and
B.On July 29, 2020, the Parties executed Amendment No. 2 to the Agreement to alterthe Agreement's scope of work to include standard terms and conditions required by the City of Carlsbad, which is related to the COVID-19 State of Emergency and FEMA reimbursement; and
C.On June 30, 2022, the Parties executed Amendment No. 3 to the Agreement toalter the Agreement's scope to increase the price for congregate meals to $6.26 and thenumber of home meals to 65 per day with a price increase to $6.53; and
D.On November 15, 2022, the Parties executed Agreement No. 4 to the Agreementto alter the Agreement scope of work to increase the price for congregate meals to $6. 96, increase the price for home meals to $7 .21, and add the option to special order additional side salads at $1.50 per salad for congregate service and $3.50 per salad for home meals per day, and to extend and fund the Agreement for a period of two years; and
E.On August 8, 2023, the Parties executed Agreement No. 5 to the Agreement, withthe purpose of amending the extension period, changing the original end date from November 14, 2024, to coincide with the County's agreement termination date of December 31, 2023.
F.On November 17, 2023, the Parties executed Agreement No. 6 to the Agreement,with the purpose of extending the Agreement through June 30, 2024, to coincide with the Countyof San Diego's Nutrition Program Agreement.
G.On May 6, 2024, the Parties executed Agreement No. 7 to the Agreement, toextend the Agreement through November 14, 2024.
H.The Parties desire to extend and fund the Agreement for a period of 4 months and17 days, ending on March 31, 2025, to coincide with the County of San Diego's 24-25 Nutrition Program Agreement; and to amend the indemnification obligation in the City's Agreement.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows:
1.The Agreement, as may have been amended from time to time, is hereby extended
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Oct. 8, 2024 Item #7 Page 6 of 8
Docusign Envelope ID: 7A93BDD1-3C4C-449E-8632-40D89B0E439F
and funded for a period of 4 months and 17 days ending on March 31, 2025.
2.Section 9 "INDEMNIFICATION" of the Agreement is hereby deleted in its entiretyand replaced as follows:
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and
volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful miscond_uct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.
If Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a
court of competent jurisdiction. Contractor's liability for such claim, including the cost to defend, shall not exceed the Contractor's proportionate percentage of fault.
The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.
3.All other provisions of the Agreement, as may have been amended from time to
time, shall remain in full force and effect.
4.All requisite insurance policies to be maintained by the Contractor pursuant to theAgreement, as may have been amended from time to time, shall include coverage for this Amendment.
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Docusign Envelope ID: 7A93BDD1-3C4C-449E-8632-40D89B0E439F
5.The individuals executing this Amendment and the instruments referenced on
behalf of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions hereof of this Amendment.
CONTRACTOR
By:
By:
(sign here)
Isabell Antinarelli, President
(print name/title)
(sign here)
Alexander Matthew Antinarelli,
Secretary/Treasurer
(print name/title)
CITY OF CARLSBAD, a municipal corporation of the State of California
City Mana90r
ATTEST: tk--� ± SHERRY FREISINGER
City Clerk
If required by City, proper notarial acknowledgment of execution by Contractor must be attached.
If a corporation, Agreement must be signed by one corporate officer from each of the following
two groups:
Group A Chairman,
President, or
Vice-President
Group B Secretary, Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: 0'±uf tA-f r�s/-
Deputy / Assistant City Attorney
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