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HomeMy WebLinkAbout2000-03-21; City Council; Resolution 2000-861 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 w a RESOLUTION NO. 2000-86 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, AND AUTHORIZING THE EXECUTION OF AN AGREEMENT AND APPROPRIATING FUNDS. WHEREAS, the City of Carlsbad requires the services of a meal preparation contractor 1 support the Senior Citizen Nutrition Program, and; WHEREAS, proper bidding procedures have resulted in the receipt of proposals from qualifiel vendors; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad as follows: 1 . The proposal of Katman Inc., dba Culinary Concepts is hereby accepted. 2. The Mayor of the City of Carlsbad is hereby authorized and directed to execute a contract fo these services, a copy of which is attached hereto, for and on behalf of the City of Carlsbac for the period of one year with the option for the City Manager to renew for four additions one-year periods, with revised contract prices set by mutual agreement. 3. An appropriation of $12,300 is to be added to the Ser!ior Program General Fwd Budget. 4. The Purchasing Officer is hereby authorized and directed to issue a purchase orde: for mea preparation services. PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council of the City 0' Carlsbad held on the 21st day of March , 2000, by the following vote to wit: AYES: Council Members Lewis, Hall, Nygaard and Kulchin NOES: None ABSENT: Council Member Finnila ATTEST: I ~ e..- 577.772-zd B"rnK"k LORRAINE M. WOOD, CITY CLERK (SEAL) w w AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into as of the first day of April, 2000, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City”, and Katman, Inc. dba Culinary Concepts, a corporation, hereinafter referred to as “Contractor.” RECITALS City requires the services of a catering contractor to provide the necessary meal preparation services for the Carlsbad senior meals program; and Contractor possesses the necessary skills and qualifications to provide the services required by the City; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. CONTRACTOR’S OBLIGATIONS a. The Contractor will create menus that comply with specifications herein and attached. The Contractor shall assure that all meals meet the standards of Title 111 of the Older Americans Act, and Nutritional Guidelines of the County of San Diego Aging and Independence Services (A.I.S.). Contractor will comply fully with all requirements of the California Department of Aging Program Manual including the two sections attached hereto. All menus must be written in at least four week cycles and submitted to an A.I.S. nutritionist at least two weeks before they are to be used. Only menus approved by this nutritionist are to be used as a guide to meal preparation with the exception of deviations as discussed in paragraph (j) below. - 1- rev. 12/28/99 .-- w * b. The Contractor will prepare approximately 150 congregate meals per day Monday through Friday except on holidays designated by the City. The City will give an exact number for daily preparation. Meals per day may increase to approximately 250 meals per day for Thanksgiving, Christmas and other special events. Number of request meals may be below these numbers. c. The Contractor will prepare approximately 45 home meals per day to be provided Monday through Friday; up to 40 frozen home meals to be provided for week-ends, and up to 45 frozen meals per day on holidays designated by the City. Number of request meals may be below these numbers. d. The Contractor will provide both individual home meals and individual frozen home meals in disposable, one-time-use meal containers, with covers. The contractor will provide these containers. The containers must keep different food items separated (e.g., using tray compartments), and allow for sanitary transport of food. e. The Contractor shall comply with all federal, state, and local laws and regulations governing the preparation and handling of food; and procure and keep in effect all necessary licenses, permits and food handlers' cards required by law; and post such licenses, permits and cards in a prominent place within the meal preparation areas. f. The Contractor shall make all meals for the day available for pick-up by the City no later than 1O:OO a.m. at the Contractor's facility. If the meals are to be delivered by the Contractor, they shall arrive at the City's location no later than 10:30 a.m. The delivery location is: City of Carlsbad Senior Center, 799 Pine Avenue, Carlsbad California. Exceptions must be mutually agreed upon, by both the City and the Contractor before changes are made regarding delivery. If the Contractor delivers food to the City, the vehicle used will be pre-approved by City personnel for suitability. In any case, the Contractor is responsible for delivering t -2- rev. 12/28/99 w * items to the City that were omitted or shorted immediately after the error is noticed by the City. g. The Contractor shall be responsible for ordering, purchasing, and paying for raw food items and consumable supplies to be used in the preparation of all meals. Food preparation shall occur at the Contractor's site and under supervision of Contractor's employees. Contractor will not deliver over-cooked or under-cooked food items. Fresh or frozen vegetables will be cooked only to the point of tenderness at time of delivery to the City. Canned vegetables will not be heated to the point of "over-softness". All vegetables served as side dishes will be USDA Grade A (fancy). Fresh fruit will be served at least once a week. h. The Contractor will allow the City and the A.I.S. to have access to the Contractor's purchase documents and records, as well as food preparation, packaging and storage areas .to determine the adequacy of the Contractor's purchasing, nutrition, and sanitation practices regarding meals provided under this contract. i. The Contractor shall comply with all applicable federal, state and local laws and regulations pertaining to wages and hours of employment. j. The Contractor shall report any deviations from the approved menu to the City Project Manager and the A.I.S. no later than one week before the unapproved meal is prepared, whenever possible. The Contractor will maintain the capability to accept occasional menu changes from the City with a minimum of a one week notice. k. The Contractor and City shall jointly maintain a temperature record documentation system and said temperature record will be implemented and maintained to insure sanitary and safe food handling procedures. -3- rev. 12/28/99 w W 1. The Contractor will supply information to the City for project reports as needed (e.g., actual labor costs and raw food costs). m. The Contractor will replace, with like kind, or pay for replacement of all City owned equipment used for food service that is lost or damaged, excluding normal wear and .tear, due to Contractor's actions. n. Contractor bonding requirements will be waived for this contract. 0. Additional requirements are found in the attachments titled "147.8 Menu Requirements" (excluding paragraph f, subparagraphs 2, 3 & 4; and paragraph g, subparagraphs 2 & 3) and "149 Food Service Subcontract Provisions". p. Contractor certifies that in performing under the purchase order awarded by the City of Carlsbad, it will comply with the County of San Diego Affirmative Action Program adopted by the .Board of Supervisors, including all current amendments. * 2. CITY OBLIGATIONS a. The City shall provide two (2) sets of containers suitable for delivery of congregate meals and so that they may be rotated with a clean set returned by the City each day to the Contractor for the preparation of future meals. All such containers will be the property of City. b. The City shall provide a driver and vehicle for pick up of the food and its delivery to the City, as well as any devices necessary to insure adequate sanitary practices for handling the food in transit. (This paragraph is voided if the Contractor is to deliver the food). -4- rev. 12/28/99 6 W c. The City shall notify the Contractor of any variation from the current menu no less than one week before the meals are to be served. Contractor shall work with the City to comply with reasonable special menu requests for special events. The Contractor may assume that menu variations received from the City have been approved by the A.I.S. nutritionist. If the Contractor determines that they cannot comply with the menu change, the reason for non-compliance will be communicated to the City within 24 hours after receipt of the request. A subsequent negotiation between both parties will take place to reach a reasonable compromise. d. Since the number of meals to be served changes daily, the City will telephone the Contractor the day before the meals are served to notify the Contractor of the approximate number of each type of meal needed. If more than 200 meals are to be sewed, the City will try to give the Contractor a minimum of three days notice. The City will inform the Contractor of the final count by 9:00 AM on the day of service. The final count will be within 10% of the estimated count. e. The City will provide home delivered meal transport containers to hold individual meal containers and maintain proper food temperatures. f. The City agrees to provide, beverages (not including milk and any beverage provided as a part of the nutritional meal requirements), and all cutlery, service utensils, trays and other non-dietary items not specifically otherwise stated to be the Contractor's responsibility. All condiments normally associated with food items to be served will be provided by the Contractor and be shown on menus submitted to the City for approval. g. Meal assessments shall be conducted by the City on an on-going basis. The Contractor shall work with the City to comply with reasonable requests for changes in food type, preparation method and quality. Records will be maintained by City staff documenting the quality of food and service received -5- rev. 12128/99 9 w w from the Contractor. These records will be made available to the Contractor upon request. 3. CARLSBAD NUTRITION COUNCIL INPUT Both parties agree that the Carlsbad Nutrition Project Council shall review and comment on menus. The City has the option of naming two (2) Project Council members who will assist the Contractor in quarterly menu preparation. 4. PROGRESS AND COMPLETION The work under this contract will begin on April 1, 2000. Extensions of time may be granted if requested by the Contractor and agreed to in writing by the Senior Services Manager. 5. FEES TO BE PAID TO CONTRACTOR Total fees paid shall not exceed $3.25 per meal for congregate meals, $3.65 per meal for home meals and $3.65 for frozen home meals (all prices are for meals transported by the City). No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, "Changes in Work." Changes in compensation due to significant changes in food costs, if any, shall be processed in this manner. The City shall not be required to pay for food or service not meeting, in the City's opinion, the specifications discussed in this contract, referenced documents and approved menus. Substandard meals may include, but are not limited to, under-sized portions, missing items, over-cooked items, poor quality food items, and burnt food. Food may be procured by the City from alternate sources at the Contractors expense if the Contractor fails to deliver meals, portions of meals or suitable meals. The City has the right to deduct from fees paid to the Contractor the cost of food and preparation necessary to replace these meals. -6- rev. 12/28/99 W w 6. DURATION OF CONTRACT This agreement shall extend for a period of one (1) year from date thereof. The contract may be extended by the City Manager for four (4) additional one (1) year periods or parts thereof, based upon a review of satisfactory performance and the City's needs. The parties shall prepare extensions in writing indicating effective date and length of the extended contract. 7. PAYMENT OF FEES The closure date for each monthly invoice will be the last day of each month. Invoices from the Contractor shall be submitted in accordance with City format to the City's assigned project manager no later than the 5th day of each month or payments will be delayed. Payment of approved items on the invoice will be mailed to the Contractor on the last Friday of each month. 8. CHANGES IN WORK If, in the course of the contract, changes seem merited by the Contractor or the City, and informal consultations with the other party indicate that a change in the conditions of the contract is warranted, the Contractor or the City may request a change in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City by B Contractor to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. A Standard Amendment to Agreement shall be prepared by the City and approved by the City according to the procedures described in Carlsbad Municipal Code Section 3.28.172. Such -7- rev. 12/28/99 < w e Amendment to Agreement shall not render ineffective or invalidate unaffected portions of the agreement. 9. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed or retained any company or person, other than a bona fide employee working for the Contractor, to solicit or secure this agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this agreement. For breach or violation of this warranty, the City shall have the right to annul this agreement without liability, or, in its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fees, gift, or contingent fee. 10. NONDISCRIMINATION CLAUSE The Contractor shall comply with the state and federal laws regarding nondiscrimination. 11. TERMINATION OF CONTRACT This agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Contractor shall assemble the work product and put same in order for proper filing and closing and deliver said -8- rev. 12/28/99 \ ( w 16 product to City. In the event of termination, the Contractor shall be paid for work performed to the termination date; however, the total shall not exceed the fee payable under paragraph 5. The City Manager shall make the final determination as to the portions of tasks completed and the compensation to be made. 12. CLAIMS AND LAWSUITS The Contractor agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth in this agreement and not in anticipation of litigation or in conjunction with litigation. The Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and the Contractor may be subject to criminal prosecution. The Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City of Carlsbad seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. The Contractor acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the Contractor may be prevented to act as a Contractor on any City project for a period of up to five years. The Contractor acknowledges debarment by another jurisdiction is grounds for the City of Carlsbad to disqualify the -9- rev. 12/28/99 \ \ w. m Contractor from the selection process. The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.02 3.32.028 pertaining to false claims are incorporated herein by reference. (Initial) hlnitial) 13. JURISDICTION The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement is San Diego County, California. 14. STATUS OF THE CONTRACTOR The Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of the City. Contractor shall be under control of the City only as to the result to be accomplished, but shall consult with the City as provided for in the request for proposal. The persons used by the Contractor to provide services under this agreement shall not be considered employees of the City for any purposes whatsoever. The Contractor is an independent contractor of the City. The payment made to the Contractor pursuant to the contract shall be the full and complete compensation to which the Contractor is entitled. The City shall not make any federal or state tax withholdings on behalf of the Contractor or its employees or subcontractors. The City shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of the Contractor or its -10- rev. 12/28/99 \ 2 W e employees or subcontractors. The Contractor agrees to indemnify the City within 30 days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers’ compensation payment which the City may be required to make on behalf of the Contractor or any employee or subcontractor of the Contractor for work done under this agreement or such indemnification amount may be deducted by the City from any balance owing to the Contractor. The Contractor shall be aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and Consultants that are included in this agreement. 15. CONFORMITY TO LEGAL REQUIREMENTS The Contractor shall cause all final reports to conform to all applicable requirements of law: federal, state and local. Contractor shall provide all necessary supporting documents, to be filed with any agencies whose approval is necessary. * Contractor agrees to allow City or its designated representative to monitor, audit, review, and examine the methods, procedures, and results of Contractor. 16. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, and specifications as herein required are the property of the City, whether the work for which they are made - 11 - rev. 12/28/99 \ ’ w e be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports, and studies shall be delivered forthwith to the City. Contractor shall have the right to make one (1) copy of the plans for its records. 17. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby agrees to relinquish all claims to such copyrights in favor of City. 18. HOLD HARMLESS AGREEMENT Contractor agrees to indemnify and hold harmless the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission 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, except where caused by the active negligence, sole negligence, or willful misconduct of the City of Carlsbad. Contractor shall at its own expense, upon written request by the City, defend any such suit or action brought against the City, its officers, officials, employees and volunteers. Contractor’s indemnification of City shall not be limited by any prior or subsequent declaration by the contractor. -12- rev. 12/28/99 1 4 w 'k 19. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract by the Contractor, Contractor shall be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this contract shall create any contractual relationship between any subcontractor of Contractor and the City. The Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Contractor's work unless specifically noted to the contrary in the subcontract in question approved in writing by the City. 21. PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or approving of this agreement, shall become directly or indirectly interested personally in this contract or in any part thereof. No officer or employee of the City who is authorized in such capacity and on behalf of the City to exercise any executive, supervisory, or similar functions in connection with the -13- rev. 12/28/99 \ f - 'a performance of this contract shall become directly or indirectly interested personally in this contract or any part thereof. 22. VERBAL AGREEMENT OR CONVERSATION - No verbal agreement or conversation with any officer, agent, or employee of the City, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor entitle the Contractor to any additional payment whatsoever under the terms of this contract. 23. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," all terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 24. EFFECTIVE DATE This agreement shall be effective on and from the day and year first written above. 25. CONFLICT OF INTEREST The City has determined, using the guidelines of the Political Reform Act and the City's conflict of interest code, that the Contractor will not be required to file a conflict of interest statement as a requirement of this agreement. However, -14- rev. 12/28/99 G W rn Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. 26. INSURANCE The Contractor shall obtain and maintain for the duration of the contract and any and all amendments insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the work hereunder by. the contractor, its agents, representatives, employees or subcontractors. Said insurance shall be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VI' and shall meet the City's policy for insurance as stated in Resolution No. 91-403. A. Coveraqes and Limits. Contractor shall maintain the types of coverages and minimum limits indicated herein, unless a lower amount is approved by the City Attorney or City Manager: 1. Comprehensive General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits shall apply separately to the work under this contract or the general aggregate shall be twice the required per occurrence limit. -15- rev. 12/28/99 \ r w m 2. Automobile Liability (if the use of an automobile is involved for contractor's work for the City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident for bodily injury. 4. Professional Liability. Errors and omissions liability appropriate to the contractor's profession with limits of not less than $1,000,000 per claim. Coverage shall be maintained for a period of, five years following the date of completion of the work. 6. Additional Provisions. Contractor shall ensure that the policies of insurance required under this agreement contain, or are endorsed to contain, the following provisions. 1. The City shall be named as an additional insured on all policies excluding Workers' Compensation and Professional Liability. 2. The contractor shall furnish certificates of insurance to the City before commencement of work. 3. The contractor shall obtain occurrence coverage, excluding Professional Liability which shall be written as claims-made coverage. 4. This insurance shall be in force during the life of the agreement and any extension thereof and shall not be canceled without 30 days prior written notice to the City sent by certified mail. - 16- rev. 12/28/99 \ p, w e 5. If the contractor fails to maintain any of the insurance coverages reqpired herein, then the City will have the option to declare the contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order that the required coverages may be maintained. The contractor is responsible for any payments made by the City to obtain or maintain such insurance and the City may collect the same from the contractor or deduct the amount paid from any sums due the contractor under this agreement. 27. RESPONSIBLE PARTIES The name of the persons who are authorized to give written notices or to receive written notice on behalf of the City and on behalf of the Contractor in connection with the foregoing are as follows: For City: For Contractor: Seniors Services Manager CEOEulinary Concepts Carlsbad Senior Center Kathy Koenig 799 Pine Avenue 8575 Commerce Avenue Carlsbad CA 92008 San Diego CA 921 21 28. BUSINESS LICENSE Contractor shall obtain and maintain a City of Carlsbad Business License for the duration of the contract. - 17- rev. 12/28/99 1 4 w e 29. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, embody the entire agreement and understanding between the parties relating to the subject matter hereof. Neither this agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. 4 +& ZOO0 Executed by Contractor this day of F#2W I". ~~ s3- ID% * E %, %4 CONTRACTOR: biMF&g 0- 6gi.?~M Wc (print namehtle) I "/ YgLrQj e=- -..._ /k57Cp."..A47- UT- c (Proper notarial acknowledgment of execution by Contractor must be attached. Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. 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: RONALD R. BALL, City Attorney BY: /mi WA- Deputy City Attorney - 18- rev. 12/28/99 &J w e CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA 1 COUNTY OF San Diego 1 On b%Cw'fh q I - before me, Patricia D. Groves, Notary Public I DATE NAME. TITLE OF OFFICER - E.G.. "JANE DOE. NOTARY PUBLIC" personally appeared, ma &ed O.6e~uh~ 'i : KQ-; fl& m. bm personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name@) is/are subscribed to the within instrument and acknowledged to me that he/she/ - . - Wexecuted the same in his/her/their authorized capacity(ies), and that by his/her/their signature@) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. c_ - WITNESS my hand and official seal. &!!&D Q (SEAL) NOTARY PUBLIC SIGNATURE OPTIONAL INFORMATION m 6 <@$& @,,., >e. +2<.p .*/.<: .?>..:..P TITLE OR TYPE OF DOCUMENT DATE OF DOCUMENT NUMBER OF PAGES StCNER(S) OTHER THAN NAMED ABOVE a. \