HomeMy WebLinkAbout2024-10-08; City Council; Resolution 2024-227RESOLUTION 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, hi storically, 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
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
Carl sbad 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}
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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 of
U C 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 alter
the 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 to
alter the Agreement's scope to increase the price for congregate meals to $6.26 and the
number 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 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; and
E. On August 8, 2023, the Parties executed Agreement No. 5 to the Agreement, with
the 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 County
of San Diego's Nutrition Program Agreement.
G. On May 6, 2024, the Parties executed Agreement No. 7 to the Agreement, to
extend the Agreement through November 14, 2024.
H. The Parties desire to extend and fund the Agreement for a period of 4 months and
17 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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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 entirety
and 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-adm inistered 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 the
Agreement, as may have been amended from time to time, shall include coverage for this
Amendment.
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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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