CC - Item 4M - Second Amendment to Professional Services Agreement With Trio Community Meals An Elior Company for Senior Nutrition Meals ServicesROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND CITY COUNCIL
FROM: BEN KIM, CITY MANAGER
DATE: JUNE 13, 2023
SUBJECT: SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
WITH TRIO COMMUNITY MEALS AN ELIOR COMPANY FOR
SENIOR NUTRITION MEALS SERVICES
SUMMARY
On June 9, 2020, the City Council approved a three-year agreement with Bateman Community
Living, LLC, to provide meals for the Senior Nutrition Program. Bateman Community Living,
LLC, acquired by TRIO Community Meals an Elior Company. The current contract for meal
services will expire on June 30, 2023. Staff is requesting the City Council to authorize the
Second Amendment to include a one-year extension to the Agreement to provide the Senior
Nutrition Program services, from July 1, 2023, to June 30, 2024.
The Senior Nutrition Program is held Monday through Friday at the Garvey Center. This
program provides a healthy lunch for a suggested donation of $1.25 per resident and $3.25 for
non-residents. The Senior Nutrition Program utilizes both General Fund and CDBG Funding,
the City is required to have the portion of CDBG funds which was approved by City Council in
the Annual Action Plan (FY 2023-2024). A total of $56,400 of CDBG allocation for the Senior
Nutrition Program is included in the FY 2023-2024 Annual Action Plan.
For FY 2023-2024, TRIO Community Meals an Elior Company, formally known as Bateman
Community Living, LLC, is proposing to provide meals at a fixed price of $4.40 per meal. This
price has been agreed upon by the City as all pricing adjustments shall be made on an annual
basis and shall be agreed upon at a rate most recently released by the U.S. Department of Labor
Consumer Price Index, All Urban Consumers, National Average Unadjusted, Food Away From
Home. Up to ninety days prior to the anniversary of Commencement Date, TRIO shall provide
the City of Rosemead notification of the adjustment.
Staff has reviewed the attached contract and requested feedback from senior center staff on
TRIO'S performance and service levels. There have been no customer complaints regarding
AGENDA ITEM 4.M
City Council Meeting
June 13, 2023
Page 2 of 2
TRIO'S services this past year. TRIO has consistently provided quality services to the City of
Rosemead, especially during the COVID-19 Pandemic.
STAFF RECOMMENDATION
Staff recommends that the City Council authorize the City Manager to execute the Second
Amendment to the TRIO Community Meals an Elior Company for a one-year extension (July 1,
2023, to June 30, 2024) to provide the Senior Nutrition Lunch program for a new total annual
amount not -to -exceed $124,000.
FISCAL IMPACT
The amount of $56,400 in CDBG Funds has been budgeted in 260-5205-5720. Additionally, an
amount of $68,000 of general fund has been budgeted in 101-4030-5560.
The total fiscal impact for FY 2023-2024 is estimated at an amount not to exceed $124,000.
STRATEGIC PLAN IMPACT
The project is consistent with the Strategic Plan's guiding principle for fiduciary responsibility of
providing transparency in financial management of City's finances and providing quality of life
enhancement.
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification.
Submitted by:
ToWoecking
Director of Parks & Recreation
Attachment A:
TRIO Community Meals Extension Request and Cost Proposal
Attachment B:
Second Amendment to the Senior Nutrition Program Agreement
Attachment C:
Senior Nutrition Agreement (Bateman Community Living, LLC)
Attachment D:
First Amendment Agreement
Ia
Attachment A
TRIO Community Meals
Extension Request and Cost Proposal
TRIO
Community Meals
an elior company
March 1, 2023
City of Rosemead
8838 E. Valley Blvd
Rosemead, Ca 91770
Roman,
We are very pleased to be in business with City of Rosemead and we look forward to our continued
partnership for many years to come.
We appreciate the opportunity you have given Trio Community Meals in being your food service
provider.
As you know, the rise of inflation and our new safety and sanitation cost we continue to provide
excellent service with extreme challenges in meeting our financial goals.
In review of the CPI Index - Food Away from Home Category for your Region rose 7.8%.
We value our partnership and are requesting a CPI Increase of 5%.
Below is the outline of our rates:
CURRENT RATE
$4.191
NEW RATE
$4.400
Trio Community Meals is proud to be serving the City of Rosemead and we thank you for the
opportunities you have given us.
Together, we continue to build a strong relationship and partnership to provide excellent quality meals
with extraordinary service.
Please do not hesitate to call or me or send an e-mail if you have any questions or concerns.
Thank you,
Lisa Bishop
Regional Manager
Attachment B
Second Amendment to the
Senior Nutrition Program Agreement
MAYOR:
SEAN DANG
MAYOR PRO TEM:
STEVEN LY
COUNCIL MEMBERS:
SA RAAR NTA
MARGARET CLARK
Poul Low
City of Wosemead
8838 E. VALLEY BOULEVARD P.O BOX 399
ROSEMEAD, CALIFORNIA 91770
TELEPHONE (626) 569-2100
FAX (626) 307-9218
AMENDMENT NO.2 TO PROFESSIONAL SERVICES AGREEMENT
TRIO COMMUNITY MEALS AN ELIOR COMPANY
This SECOND AMENDMENT ("Amendment") is made and entered into this 13t1i day
of June, 2023 ("Effective Date"), by and between the City of Rosemead, a municipal
organization, organized under the laws of the State of California with its principal place of
business at 8838 East Valley Blvd., Rosemead, California 91770 ("City") and Bateman
Community Living, LLC d.b.a. Trio Community Meals a foodservice and hospitality provider
with its principal place of business at 300 S. Tryon St., Suite 400, Charlotte, NC 28202
("Contractor"). City and Contractor are sometimes individually referred to herein as "Party"
and collectively as "Parties."
WHEREAS, City and Contractor entered into an agreement on June 9, 2020, for providing
senior nutrition lunch services (the "Agreement"); and
WHEREAS, this Agreement is set to expire on June 30, 2023; and
WHEREAS, the City and the Contractor may mutually agree to extend the term of this
Agreement for up to two additional one-year extensions.
NOW, THEREFORE, the Parties agree as follows:
SECTION 3. Section 3.1.1 Term shall be amended to read:
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor,
materials, tools, equipment, food, services, and incidental and customary work necessary to fully
and adequately supply the counseling necessary for the Project ("Services"). The Services are more
particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All
Services shall be subject to, and performed in accordance with, this Agreement, the exhibit
attached hereto and incorporated herein by reference, and all applicable local, state and federal
laws, rules and regulations.
Term. The term of this Agreement shall be three years from July 1, 2023 to June 30, 2024, with
options for two one-year extensions at the City's discretion. Contractor shall complete the Services
within the term of this Agreement, and shall meet any other established schedules and deadlines.
3.3. Fees and Payments.
3.3.1 Compensation. Contractor shall receive compensation, including authorized
reimbursements, for all Services rendered under this Agreement at the rates set forth. The total
compensation for Fiscal Year 20-21 shall not exceed three dollars and eighty-one cents ($4.40) per
meal for a maximum of 550 meals per week (Monday to Friday) for the initial 52 weeks, without
advance written approval of City or its designee. The total compensation shall not exceed One
Hundred Twenty -Four Thousand Dollars ($124,000) for fiscal year 2023-2024. Pricing
adjustments shall be made on an annual basis and shall be agreed upon by the upon by the parties
at a rate most recently released by the U.S. Department of Labor Consumer Price Index, All Urban
Consumers, National Average Unadjusted, Food Away From Home. Up to ninety days prior to
the anniversary of Commencement Date, the Contractor shall provide the City notification of the
adjustment. On the anniversary date, Contractor's proposed adjustments shall go into effect,
unless the parties have entered into a written agreement with an alternative cost adjustment.
SECTION 2. All other terms, condition, and provisions of the Original Agreement not in
conflict with this Amendment, shall remain in full force and effect.
SECTION 3. The City Clerk shall certify to the adoption of this Amendment and hereafter the
same shall be in full force and effect.
IN WITNESS WHEREOF, City and AUDITOR have caused this Agreement to be executed
by their duly authorized representatives as of the day and year first above written.
CITY OF ROSEMEAD Bateman Community Living, LLC d.b.a.
Trio Community Meals
C
Ben Kim, City Manager
ATTEST:
IC
Ericka Hernandez, City Clerk
APPROVED AT TO FORM:
0
Rachel Richman, City Attorney
Name:
Title:
Attachment C
Senior Nutrition Agreement
(Bateman Community Living, LLC)
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CITY OF ROSEMEAD
PROFESSIONAL SERVICE AGREEMENT
PARTIES AND DATE.
This Agreement Is made and entered Into this 9th day of June, 2020 by and between the
City of Rosemead, a municipal organization organized under the laws of the State of California
with Its principal place of business at 8838 East Valley Boulevard, Rosemead, California 91770
("City") and Bateman Community Living, LLC d.b.a. Trio Community Meals a foodservice and
hospitality provider with its principal place of business at 300 S. Tryon St., Suite 400, Charlotte,
NC 28202 ("CoMractor"),Ciiy and Contractor are sometimes individually referred to herein as
'Party" and collectively as "Parties."
2. RECITALS.
2.1 Funding.
City is the recipient of Community Development Block Grant ("CDBG") funds from the
United States Department of Housing and Urban Development (hereinafter "HUD") pursuant to
Title I of the Housing and Community Development Act of 1974 (41 USC 5301-5320) as amended
(hereinafter "ACT"). The City will fund the Senior Nutrition Program ("Project) using CDBG funding
and City funding. Contractor agrees to comply with all requirements of the ACT and the CDBG
Program (24 CFR Part 570) with respect to the Project.
2.2 Contractor.
Contractor desires to perform and assume responsibility for the provision of services
required by the City on the terms and conditions set forth in this Agreement. Contractor represents
that it Is experienced In providing senior nutrition lunch services to public clients, Is licensed In the
State of California, and is familiar with the plans of City.
2.3 Project.
City desires to engage Contractor to render such services for the Project as set forth in
this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Contractor promises and agrees to furnish to
the City all labor, materials, tools, equipment, food, services, and incidental and customary work
necessary to fully and adequately supply the counseling necessary for the Project ("Services").
The Services are more particularly described In Exhibit "A" attached hereto and Incorporated
herein by reference. All Services shall be subject to, and performed In accordance with, this
Agreement, the exhibit attached hereto and incorporated herein by reference, and all applicable
local, state and federal laws, rules and regulations.
Term. The term of this Agreement shall be three years from July 1, 2020 to June 30, 2023, with
optlons for two one-year extensions at the City's discretion. Contractor shall complete the
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Services within the term of this Agreement, and shall meet any other established schedules and
deadlines.
3.2 Responsibilities of Contractor.
3.2.1 Control and Payment of Subordinates- Indeoendent Contractor. The
Services shall be performed by Contractor or under its supervision. Contractor will determine the
means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Contractor on an independent contractor basis and not as an employee.
Contractor retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on behalf
of Contractor shall also not be employees of City and shall at all times be under Contractor's
exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due
such personnel in connection with their performance of Services under this Agreement and as
required by law. Contractor shall be responsible for all reports and obligations respecting such
additional personnel, Including, but not limited to: social security taxes, income tax withholding,
unemployment Insurance, disability insurance, and workers' compensation Insurance.
3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously,
within the term of this Agreement, and In accordance with the Schedule of Services set forth in
Exhibit "A" attached hereto and Incorporated herein by reference. Contractor represents that it
has the professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall
respond to Contractor's submittals In a timely manner. Upon request of City, Contractor shell
provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Apolicable Requirements. All work prepared by Contractor
shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Contractor has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should one
or more of such personnel become unavailable, Contractor may substitute other personnel of at
least equal competence upon written approval of City. In the event that City and Contractor cannot
agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement
for cause. As discussed below, any personnel who fail or refuse to perform the Services In a
manner acceptable to the City, or who are determined by the City to be uncooperative,
Incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety
of persons or property, shall be promptly removed from the Project by the Contractor at the
request of the City. The key personnel for performance of this Agreement are as follows:
Managing Director; Assistant Food Service Director; Food Service Director and, Area Manager.
3.2.5 City's Representative. The City hereby designates City Manager, or his
designee, to act as Its representative for the performance of this Agreement ("City's
Representative"). City's Representative shall have the power to act on behalf of the City for all
purposes under this Agreement. Contractor shall not accept direction or orders from any person
other than the City's Representative or his or her designee.
3.2.6 Contractor's Representative. Contractor hereby designates the Managing
Director, or his designee, to act as Its representative for the performance of this Agreement
("Contractor's Representative"). Contractor's Representative shall have full authority to represent
and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's
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Representative shall supervise and direct the Services, using his best skill and attention, and shall
be responsible for all means, methods, techniques, sequences and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Contractor agrees to work closely with City staff
In the performance of Services and shall be available to City s staff, Contractors and other staff
at all reasonable times.
3.2.8 Standard of Care: Performance of Emplovees. Contractor shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals In the same discipline in the State of
California. Contractor represents and maintains that it is skilled In the calling necessary to perform
the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill
and experience to perform the Services assigned to them. Finally, Contractor represents that it,
Its employees and subcontractors have all licenses, permits, qualifications and approvals of
whatever nature that are legally required to perform the Services, Including a City Business
License, and that such licenses and approvals shall be maintained throughout the term of this
Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall
perform, at its own cost and expense and without reimbursement from the City, any services
necessary to correct errors or omissions which are caused by the Contractor's failure to comply
with the standard of care provided for herein. Any employee of the Contractor or Its sub-
contractors who is determined by the City to be uncooperative, Incompetent, a threat to the
adequate or timely completion of the Project, a threat to the safety of persons or property, or any
employee who falls or refuses to perform the Services in a manner acceptable to the City, shall
be promptly removed from the Project by the Contractor and shall not be re-employed to perform
any of the Services or to work on the Project.
3.2.9 Laws and Reaulations. Contractor shall keep Itself fully informed of and in
compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, Including all Cal/OSHA requirements, and shall
give all notices required by law. Contractor shall be liable for all violations of such laws and
regulations in connection with Services. If the Contractor performs any work knowing it to be
contrary to such laws, rules and regulations and without giving written notice to the City,
Contractor shall be solely responsible for all costs arising there from. In the event that the City is
required to reimburse the Federal Government as a result of a determination, after audit, that
Contractor has misused funds, Contractor shall pay City all disallowed sums. Contractor shall
defend, indemnify and hold City, its officials, directors, officers, employees and agents free and
harmless, pursuant to the Indemnification provisions of this Agreement, from any claim or liability
arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.10 Insurance
3.2.10.1 Time for Compliance. Contractor shall not commence Work
under this Agreement until it has provided evidence satisfactory to the City that It has secured all
Insurance required under this section. In addition, Contractor shall not allow any subcontractor to
commence work on any subcontract until it has provided evidence satisfactory to the City that the
subcontractor has secured all Insurance required under this section.
3.2.10.2 Minimum Reaulrements, Contractor shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for Injuries to
persons or damages to property which may arise from or in connection with the performance of
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the Agreement by the Contractor, its agents, representatives, employees or subcontractors.
Contractor shall also require all of its subcontractors to procure and maintain the same Insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum levels
of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least
as broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto);
and (3) Workers' Compensation and Employers Liability: Workers' Compensation Insurance as
required by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance, Contractor shall maintain
limits no less than: (1) General Liability: $3,000,000 per occurrence for bodily injury, personal
Injury and property damage. If Commercial General Liability Insurance or other form with general
aggregate limit Is used, either the general aggregate limit shall apply separately to this
Agreementnocation or the general aggregate limit shall be $3,000,000; (2) Automobile Liability:
$1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation
and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the
State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Insurance Endorsements. The Insurance policies shall contain
the following provisions, or Contractor shall provide endorsements on forms supplied or approved
by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, Its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insured with respect to the Services or operations
performed by or on behalf of the Contractor, including materials, parts or equipment fumished in
connection with such work; and (2) the Insurance coverage shall be primary Insurance as respects
the City, its directors, ofNcials, officers, employees, agents and volunteers, or if excess, shall stand
In an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any
insurance or self -Insurance maintained by the City, its directors, officials, officers, employees,
agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon
to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy shall
be endorsed to state that: (1) the City, Its directors, officials, officers, employees, agents and
volunteers shall be covered as additional Insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Contractor or for which the Contractor is responsible; and (2) the Insurance coverage shall be
primary insurance as respects the City, Its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's
scheduled underlying coverage. Any Insurance or self -Insurance maintained by the City, Its
directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's
Insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The Insurer shall agree to waive all rights of subrogation against the City, Its directors,
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officials, officers, employees, agents and volunteers for losses paid under the terms of the
Insurance policy which arise from work performed by the Contractor.
(D) All Coverages, Each Insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days prior written notice by certified mall, return receipt
requested, has been given to the City; and (B) any failure to comply with reporting or other
provisions of the policies, Including breaches of warranties, shall not affect coverage provided to
the City, Its directors, officials, officers, employees, agents and volunteers.
3.2.10.4 Separation of Insureds: No Special Limitations. All insurance
required by this Section shall contain standard separation of Insureds provisions. In addition, such
Insurance shall not contain any special limitations on the scope of protection afforded to the City,
its directors, officials, officers, employees, agents and volunteers.
3.2.10.5 Deductibles and Self -Insurance Retentions. Any deductibles or
self-insured retentions must be declared to and approved by the City. Contractor shall guarantee
that, at the option of the City, either: (1) the Insurer shall reduce or eliminate such deductibles or
self -Insured retentions as respects the City, its directors, officials, officers, employees, agents and
volunteers, or (2) the Contractor shall procure a bond guaranteeing payment of losses and related
Investigation costs, claims and administrative and defense expenses.
3.2.10.6 Aoceptabillty of Insurers. Insurance is to be placed with insurers
with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and
satisfactory to the City.
3.2.10.7 Verification of Coverage. Contractor shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this Agreement
on forms satisfactory to the City, The certificates and endorsements for each insurance policy
shall be signed by a person authorized by that Insurer to bind coverage on Its behalf, and shall
be on forms provided by the City if requested. All certificates and endorsements must be received
and approved by the City before work commences. The City reserves the right to require
complete, certified copies of all required Insurance policies, at any Ume.
3.2.11 Safety. Contractor shall execute and maintain Its work so as to avoid Injury
or damage to any person or property. in carrying out its Services, the Contractor shall at all times
be In compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of the
work and the conditions under which the work Is to be performed. Safety precautions as applicable
shall Include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and
procedures; (B) Instructions in accident prevention for all employees and subcontractors, such as
safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space
procedures, trenching and shoring, equipment and other safety devices, equipment and wearing
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apparel as are necessary or lawfully required to prevent accidents or Injuries; and (C) adequate
facilities for the proper Inspection and maintenance of all safety measures.
3.2.12 Retention of Records and Reports. The Contractor shall maintain the
following records and reports to assist the City in maintaining Its record keeping requirements:
3.2.12.1 Records.
(A) Documentation of all CDBG funds received by City.
(B) Documentation of expenses as Identified in the Bid.
Contractor must establish and maintain, on a current basis, an adequate accounting system In
accordance with generally accepted accounting principles and standards and OMB Circular A-
87. Ali expenditures must be documented by receipts, Invoices, canceled checks, inventory
rerecords, or other appropriate documents for non -personnel cost, and time records for personnel
costs, which completely discloses the amount and nature of the expenditures.
(C) Any such other related records as City shall require.
3.2.12.2 Reports.
(A) Payment Request.
(B) Quarterly Performance Report. Contractor shall submit to
the City every three (3) months, quarterly reports, which shall be a statement describing the steps
and approaches taken to meet the specified goals. This report shall Include a project activity
statement and shall Include any program Income, any joint funding, and nonexpendable and
expendable personal property purchased or leased with CDBG funds. These reports must trace
the CDBG funds award to a level of expenditure adequate to establish that such funds have not
been used In violation of the restrictions and prohibitions of applicable law.
(C) Final Evaluation Report. Contractor shall annually make
available for Inspection its performance, financial and all other records pertaining to performance
of this Agreement to authorized City and HUD personnel, and allow said personnel to inspect and
monitor Its facilities and program operations, including the interview of Operation Agency staff
and program participants as required by the City. The Contractor agrees to submit all data that
are necessary to complete the Annual Performance Report in accordance with HUD requirements
and no later than fifteen (15) days prior to the expiration of this Agreement.
(D) Any such other reports as the City shall require.
3.2.13 Proaram Income. Contractor shall comply with the program income
requirements set forth in §570.504 (c). At the end of the Agreement expiration/termination,
Contractor shall remit all any program Income balances (Including Investments thereof) held by
Contractor (except those needed for Immediate cash needs, cash balances or a revolving loan
fund, cash balances from a lump sum drawdown, or cash or investments held for section 108
security needs).
3.2.14 Reversion of Assets. Upon the expiration of the Agreement, Contractor
shall transfer to the City any CDBG funds on hand at the time of expiration and any accounts
receivable attributable to the use of CDBG funds, Including any real property under the
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Contractor's control that was acquired or Improved in whole or in part with CDBG funds (including
CDBG funds provided to the Contractor in the form of a loan) in excess of $25,000 is either:
(1) Used to meet one of the national objectives in §570.208 until five
years after expiration of the Agreement, or for such longer period of time as
determined to be appropriate by City; or
(11) Not used in accordance with paragraph (b)(7)(1) of §570.503, in
which event the Contractor shall pay to the City an amount equal to the current
market value of the property less any portion of the value attributable to
expenditures of non-CDBG funds for the acquisition of, or Improvement to, the
property. The payment is program income to the City (No payment is required after
period of time specified In §570.503(b)(7)(1)).
3.2.15 Uniform Administrative Requirements. The Contractor shall comply with
applicable uniform administrative requirements as described in 24 C.F.R. 570.502.
3.2.16 Compliance with Aoolicable Laws. Contractor agrees to comply fully with
all applicable federal, State and local laws, ordinances, regulations, and permits, including but not
limited to federal CDBG financial and contractual procedures, and OMB Circular Nos. A-87, A-
133, and A-110 with Attachments A, B, C, F, H, N, and 0, as set forth in 24 C.F.R 570.502(b).
Said federal documents are on file at the City, and are Incorporated herein by reference. The
Contractor shall secure any new permits required by authorities herein with jurisdiction over the
project, and shall maintain all presently required permits. The Contractor shall ensure that the
requirements of the California Environmental Quality Act are met for any permits or other
entitlements required to carry out the terms of this Agreement.
3.2.17 Political Activities. The Contractor is prohibited from using funds provided
herein or personnel employed In the administration of the program for political activities as defined
In C.F.R 570.207(a)(3), lobbying, political patronage, and nepotism activities.
3.2.18 Affirmative Action Policy,
3.2.18.1 Provisions of Program Services
(A) Contractor shall not on the ground of race, color, national
origin or sex, exclude any person from participation in, deny any person the benefits or, or subject
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any person to discrimination under any program or activity funded in whole or In part with CDBG
funds.
(B) Contractor shall not under any program or activity funded
in whole or In part with CDBG funds, on the ground of race, color, national origin, or sex:
1. Deny any facilities, services, financial aid or other
benefits provided the program or activity.
2. Provide any facilities, services, financial aid or other
benefits which are different or are provided In a different form from that provided
to others under the program or activity.
3. Subject to segregated or separate treatment In any
facility in, or in any matter or process related to receipt of any service or benefit
under the program or activity.
4. Restrict in anyway access to, or In the enjoyment of
any advantage or privilege enjoyed by others In connection with facilities, services,
financial aid or other benefits under the program or activity.
5. Treat an individual differently from another in
determining whether the Individual satisfies any admission, enrollment, eligibility,
membership, or other requirement or condition which the Individual must meet, in
order to be provided any facilities, services or other benefit provided under the
program or activity.
6. Deny an opportunity to participate in a program or
activity as an employee.
(C) Contractor may not utilize criteria or methods of
administration which have the effective of subjecting individuals to discrimination on the basis of
race, color, national origin, or sex, or have the effect of defeating or substantially impairing
accomplishment of the objectives of the program or activity with respect to individuals of a
particular race, color, national origin, or sex.
(D) Contractor, in determining the site or location of housing
or facilities provided in whole or in part with CDBG funds, may not make selections of such site
or location which have the effect of excluding Individuals from, denying from the benefits or, or
subjecting them to discrimination on the ground of race, color, national origin, or sex, or which
have the purpose or effect of defeating or substantially Impairing the accomplishment of the
objectives of the Civil Rights Act of 1964 and amendments thereto.
(E) In administering a program or activity funded in whole or
In part with CDBG funds regarding which the Contractor has previously discriminated against
persons on the grounds of race, color, national origin or sex, the Contractor must take affirmative
action to overcome the effects or prior discrimination.
Even in the absence of such prior discrimination, a
Contractor in administering a program or activity funded In whole or in part with CDBG funds
should take affirmative action to overcome the effects of conditions which would otherwise result
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In limiting participation by persons of a particular race, color, national origin or sex. Where
previous discriminatory or usage tends on the ground of race, color national origin, or sex to
exclude individuals from participation in, to deny them the benefits or, or to subject them to
discrimination under any program or activity to which CDBG funding applies, the Contractor has
an obligation to take reasonable action to remove or overcome the consequences or the prior
discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964.
Contractor shall not be prohibited by this part from taking
any eligible action to ameliorate an Imbalance in service or facilities provided to any geographic
area or specific group of persons within its jurisdiction where the purpose of such action is to
overcome prior discriminatory practice or usage,
(F) Notwithstanding anything to the contrary In Section
3.2.18.1 (A) -(E) nothing contained herein shall be construed to prohibit any Contractor from
maintaining or constructing separate living facilities or rest room facilities for different sexes.
Furthermore, selectivity on the basis of sex is not prohibited when institutional or custodial
services can properly be performed by a member of the same sex as the recipients of the services.
3.2.18.2 Employment Discrimination
(A) Contractor shall not discriminate against any employee
or application for employment because of race, color, religion, sex, national origin, age, familial
status or handicap. Contractor shall take affirmative action to ensure that applicants are
employed, and that employees are treated during employment, without regard to their race, color,
religion, sex, national origin, age, familial status or handicap. Such action shall Include, but not be
limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rate of pay or other forms of compensation and selection for
training including apprenticeship. Contractor agrees to post in a conspicuous place available to
employees and applicants for employment, notices setting forth the provisions of this non-
discrimination clause.
(B) Contractor shall, in all solicitations or advertisements for
employees placed by or on behalf of Contractor, state that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex, national origin, age,
familial status or handicap.
(C) Contractor shall send to each labor union or
representative of workers with which It has a collective bargaining agreement or other contract or
understanding, a notice to be provided by City's contracting officers advising the labor union or
workers' representative of Contractor's commitments under Section 202 of Executive Order No.
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11246 of September 24, 1965, and shall post copies of the notices In a conspicuous place
available to employees and applicants for employment.
(D) Contractor shall comply with all provisions of Executive
Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor.
(E) Contractor shall furnish to the City all Information and
reports required by Executive Order 11246 or September 24, 1965, and by the related rules,
regulations, and orders.
(F) In the event of Contractors failure to comply with any
rules, regulations, or order required to be complied with pursuant to this Contract, City may cancel,
terminate, or suspend in whole or In part its performance and Contractor may be declared
Ineligible for further Government contracts in accordance with procedures authorized In Executive
Order No. 11246 or September 24, 1965, and such other sanctions as may be Imposed and
remedies invoked as provided in Executive Order No. 11246 or -September 24, 1965, or by rule,
regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(G) Contractor shall include the provisions of Section
3.2.18.2(A) -(F) In every sub -contract or purchase order unless exempted by rules, regulations, or
order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 or
September 24, 1965, so that such provisions will be binding upon each subcontractor rlder as the
City may direct as a means of enforcing such provisions including sanctions for noncompliance.
Provided, however, that is the event Contractor becomes involved in, or is threatened with,
litigation with a sub -contractor or vender as a result of such direction by the City, Contractor may
request the United States to enter Into such litigation to protect the interest of the United States.
(H) Contractor shall not discriminate on the basis of age in
violation of any provision of the Age Discrimination Action of 1975 (42 U.S.C. 6101 at seq.) or
with respect to any otherwise qualified handicapped individual as provided in Section 504 of the
Rehabilitation Act of 1973 (29 U.S.C. 794).
(1) Contractor shall also provide ready access to and use of
all CDBG fund assisted buildings to physically handicapped persons in compliance with the
standards established in the Architectural Barriers Act of 1968 (42 U.S.C. 4151 at seq.) and with
the requirements of the Americans with Disabilities Act (ADA).
3.2.18.3 Remedies. In the event of Contractor's failure to comply with any
rules, regulations, or orders required to be compiled with pursuant to this Agreement, City may
cancel, terminate, or suspend in whole or in part Its performance and Contractor may be declared
ineligible for further government contracts and any such other sanctions as may be imposed an
remedies invoked as provided by law.
3.2.19 Ineligibility of Contractors. Contractor shall not use CDBG funds directly or
Indirectly In Its operations or to comply, award contracts to, or otherwise engage the services of,
or fund any contractor during any period of debarment, suspension, or placement In ineligibility
status of any contractor under the provisions of 24 C.F.R. Part 24.
3.2.20 Assi ng abDity. Contractor shall not assign or transfer any interest In this
Agreement, whether by assignment, delegation or novation, without the prior written consent of
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City; provided, however, that claims for money due or to become due to Contractor from City
under this Agreement may be assigned to a bank, trust company or other financial Institution, or
to a trustee in bankruptcy, without such approval. Any assignment, delegation or novation other
that as provided above shall be void, and inoperative. Notice of any proper assignment or transfer
shall be promptly furnished to City.
3.2.21 Conditions for Rellalous Organization. Contractor shall comply with all
applicable conditions prescribed by HUD for the use of CDBG funds by religious organization if
Contractor is a religious organization.
3.2.22 Licensing. Contractor agrees to obtain and maintain all licenses,
registrations, accreditation and Inspections from all agencies governing Its operations. Contractor
shall ensure that its staff shall also obtain and maintain all required licenses, registration,
accreditation and Inspections from all agencies governing contractors funded hereunder.
3.2.23 Conflict of Interest. In the procurement of supplies, equipment,
construction, and services by contract, the conflict of interest provisions in Attachment 0 of OMB
Circular No. A-110 and 24 C.F.R. 570.611 shall apply.
3.2.24 Other Program Reguirements. Contractor shall carry out contract activities
in compliance with all Federal laws and regulations described in subpart K of the CDBG
Regulations, except the following:
(1) Contractor does not assume the City's environmental
responsibilities described at §570.504; and
(II) Contractor does not assume City's responsibility for initiating the
review process under the provision of 24 CFR part 52.
3.3 Fees and Payments.
3.3.1 Compensation. Contractor shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth.
The total compensation for Fiscal Year 20-21 shall not exceed three dollars and eighty-one cents
($3.81) per meal for a maximum of 560 meals per week (Monday to Friday) forthe Initial 52 weeks,
without advance written approval of City or its designee. Pricing adjustments shall be made on
an annual basis and shall be agreed upon by the upon by the parties at a rate most recently
released by the U.S. Department of Labor Consumer Price Index, All Urban Consumers, National
Average Unadjusted, Food Away From Home. Up to ninety days prior to the anniversary of
Commencement Date, the Contractor shall provide the City notification of the adjustment. On the
anniversary date, Contractor's proposed adjustments shall go into effect, unless the parties have
entered Into a written agreement with an alternative cost adjustment.
3.3.2 Payment of Compensation: Payment shall be made to Contract upon
receipt of the reports, In a form prescribed by City, detailing such expenses. Payment shall be
made in accordance with the City's Warrant Register Schedule. Payment shall be made provided
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that City is satisfied that such expenses have been Incurred within the scope of this Agreement
and that Contractor is In compliance with the terms and conditions of this Agreement.
3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any
expenses unless authorized In writing by City.
3.3.4 Extra Work At any time during the term of this Agreement, City may
request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which
is determined by City to be necessary for the proper completion of the Project, but which the
parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Contractor shall not perform, nor be compensated for, Extra Work without written authorization
from City's Representative.
3.3.5 Prevailing Wages. Contractor Is aware of the requirements of California
Labor Code Section 1720, at seq. and 1770, at seq., as well as California Code of Regulations,
Title 8, Section 1600, at seq., (`Prevailing Wage Laws"), which require the payment of prevailing
wage rates and the performance of other requirements on "public works" and "maintenance"
projects. If the Services are being performed as part of an applicable "public works" or
"maintenance project, as defined by the Prevailing Wage Laws, and if the total compensation is
$1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall
provide Contractor with a copy of the prevailing rates of per diem wages in effect at the
commencement of this Agreement. Contractor shall make copies of the prevailing rates of per
diem wages for each craft, classification or type of worker needed to execute the Services
available to interested parties upon request, and shall post copies at the Contractor's principal
place of business and at the project site. Contractor shall defend, indemnify and hold the City, its
elected officials, officers, employees and agents free and harmless from any claim or liability
arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Contractor shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be dearly identifiable. Contractor shall allow a representative of City during normal
business hours to examine, audit, and make transcripts or copies of such records and any other
documents created pursuant to this Agreement Contractor shall allow Inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of three (3) years
from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement. This Agreement may be terminated by either
party without cause upon thirty -(30) day's written notice. City shall be responsible for payment for
work performed prior to the time such notice Is given, but not for work performed after the notice
If given, unless such work is requested in writing by City after the notice of termination.
3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43,
suspension or terminatlon may occur if Contractor materially fails to comply with any term of the
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Agreement, and that the Agreement may be terminated for convenience In accordance with 24
CFR 85.44.
3.5.1.2 Effect of Termination. If this Agreement Is terminated as
provided herein, City may require Contractor to provide ail finished or unfinished Documents and
Data and other Information of any kind prepared by Contractor In connection with the performance
of Services under this Agreement. Contractor shall be required to provide such document and
other Information within thirty (30) days of the request.
3.5.1.3 Additional Services. In the event this Agreement Is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.6.2 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide In writing for this purpose.
CONTRACTOR:
CITY:
Bateman Community Living, LLC, d.b.a. TRIO Community Meals
10 Canebrake Blvd, Suite 120
Flowood, Mississippi, 39232
Attn: John Kirk, Managing Director
City of Rosemead
8838 East Valley Boulevard
Rosemead, CA 91770
Attn: Thomas Boecking, Director of Parks & Recreation
Such notice shall be deemed made when personally delivered or when mailed, forty-eight
(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party
at Its applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.5.3 Compliance with Federal and State Law and Cemticauon ana Assurance
Contractor stipulates that it understands that the funds for this Contract are originally provided
the Federal Government and that consequently the expenditure of these funds Is subject
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specific requirements set forth in various Federal regulations and agreements between the City
and U.S. Department of Housing and Urban Development.
In particular, this Agreement Is subject to requirements contained in 24 Code of Federal
Regulations Part 570 and Title I of the Housing and Community Development Act of 1974 and Its
amendments.
Contractor and City agree to cooperate to the fullest extent possible to Insure compliance
with all Federal requirements. Contractor further warrants that It will comply with the following
requirements:
(A) Compliance with Section 3 of the Housing and Urban
Development Act of 1966.
(B) Requirements relating to equal employment
opportunities.
(C) (C) Requirements relating to the maintenance of a drug-
free workplace.
(D) Compliance with Federal Labor Standards.
(E) Requirements forbidding Interests of certain Federal
officials.
(F) Compliance with the Clean Air Act, as amended, 42 USC
1857 at seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 at. seq., and
EPA regulations in 40 CFR Part 40, as amended.
(G) Requirements forbidding interests In this Contract by City
and local government officials.
(H) Compliance with program income and property
management standards as defined in Federal Office of Management and Budget Circular A-102.
(1) Program income - Transfers of grant funds by the City to
the Contractor shall be adjusted according to the principles described In 24 C.F.R. 507.504
(b)(2)(1) and (Il). Any program income on hand when this agreement expires, or received after this
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Agreements expiration, shall be paid to the City as required by Section A-15 of this Agreement
and 24 C.F.R. 507.503(b).
(J) Compliance with applicable uniform administrative
requirements as described in 24 CFR Part 570.502(a) and (b).
(K) Compliance with all Federal laws and regulations
described In 24 CFR Part 570 at Subpart K of these regulations except that:
1. The Contractor does not assume the Citys
environmental responsibilities described at Section 570.604 of 24 CFR Part 570.
2. The Contractor does not assume the City's
responsibility for initiating the review process under the provisions of 24 CFR Part 52.
(L) Upon expiration of this Agreement, the Contractor shall
transfer to the City any Community Development Block Grant (CDBG) funds on hand at the time
of expiration and any accounts receivable attributable to the use of CDBG funds. Any real property
under the Contractor's control that was acquired or Improved in whole or in part with CDBG funds
In excess of $25,000 must be either: (1) used to meet one of the National Objectives in Section
570.91 of 24 CFR Part 570 until five years after the expiration of this agreement; or (2) disposed
of in a manner that results in the City being reimbursed In the amount of the current fair market
value attributable to expenditures of non-CORO funds for acquisition of, or improvement to, the
property.
(M) Other Federal Acts applicable to projects funded with
Community Development Block Grant Funds.
3.5.4 Ownershio of Materials and Confidentiality.
3.5.4.1 Documents & Data Licensing of intellectual Property. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed In
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all
subcontractors to agree In writing that City is granted a non-exclusive and perpetual license for
any Documents & Data the subcontractor prepares under this Agreement. Contractor represents
and warrants that Contractor has the legal right to license any and all Documents & Data.
Contractor makes no such representation and warranty in regard to Documents & Data which
were prepared by design professionals other than Contractor or provided to Contractor by the
City. City shall not be limited In any way in its use of the Documents and Data at any time, provided
that any such use not within the purposes intended by this Agreement shall be at City's sole risk.
3.5.4.2 Confidentiality. All Ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, Input record data, written
information, and other Documents and Data either created by or provided to Contractor in
connection with the performance of this Agreement shall be held confidential by Contractor. Such
materials shall not, without the prior written consent of City, be used by Contractor for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
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any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Contractor which is otherwise known to Contractor or is generally known, or has
become known, to the related industry shall be deemed confidential. Contractor shall not use
City's name or Insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project In any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.5 Cooperation: Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.6 Attorney's Fees. If either party commences an action against the other
party, either legal, administrative or otherwise, arising out of or in connection with this Agreement,
the prevailing party In such litigation shall be entitled to have and recover from the losing party
reasonable attorney's fees and all other costs of such action.
3.5.7 Indemnification. Contractor shall defend, Indemnify and hold the City, Its
officials, officers, employees, volunteers and agents free and harmless from any and all claims.
demands, causes of action, costs, expenses, liability, loss, damage or Injury, in law or equity, to
property or persons, Including wrongful death, In any manner arising out of or incident to any
alleged ads, omissions or willful misconduct of Contractor, its officials, officers, employees,
agents, Contractors and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, Including without limitation the payment of all
consequential damages and attorneys' fees and other related costs and expenses. Contractor
shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions
or other legal proceedings of every kind that may be brought or Instituted against City, Its directors,
officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy anyJudgment,
award or decree that may be rendered against City or Its directors, officials, officers, employees,
agents or volunteers, In any such suit, action or other legal proceeding. Contractor shall reimburse
City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal
expenses and costs Incurred by each of them In connection therewith or In enforcing the indemnity
herein provided. Contractor's obligation to Indemnify shall not be restricted to Insurance proceeds,
If any, received by the City, its directors, officials, officers, employees, agents or volunteers.
3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the
Parties with respect to the subject matter hereof, and supersedes all prior negotiations,
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understandings or agreements. This Agreement may only be modified by a writing signed by both
Parties.
3.5.9 Governing Law. This Agreement shall be governed by the laws of the State
of California. Venue shall be in Los Angeles County.
3.5.10 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.11 City's Right to Employ Other Contractors. City reserves right to employ
other Contractors in connection with this Project.
3.5.12 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.13 Assignment or Transfer. Contractor shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any Interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or Interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.14 Construction: References: Caotions. Since the Parties or their agents have
participated fully In the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to Its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not
workdays. All references to Contractor include all personnel, employees, agents, and
subcontractors of Contractor, except as otherwise specified In this Agreement. All references to
City include Its elected officials, officers, employees, agents, and volunteers except as otherwise
specified In this Agreement, The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or Intent of this Agreement.
3.5.15 Amendment: Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.17 No Third -Party Beneficiaries. There are no intended third -party
beneficiaries of any right or obligation assumed by the Parties.
3.5.18 Invalidity: Severability. If any portion of this Agreement Is declared invalid,
Illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue In full force and effect.
3.5.19 Prohibited Interests. Contractor maintains and warrants that It has not
employed nor retained any company or person, other than a bona fide employee working solely
for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that It has not paid
nor has it agreed to pay any company or person, other than a bona fide employee working solely
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for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Contractor further
agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic
Interest with the City's Filing Officer as required under state law in the performance of the
Services. For breach or violation of this warranty, Clty shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee of
City, during the term of his or her service with City, shall have any direct interest in this Agreement,
or obtain any present or anticipated material benefit arising there from.
3.5.20 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and It shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex
or age. Such non-discrimination shall Include, but not be limited to, all activities related to initial
employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination. Contractor shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in
effect or hereinafter enacted.
3.5.21 Labor Certification. By Its signature hereunder, Contractor certifies that it Is
aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be Insured against liability for Worker's Compensation or to undertake self-insurance
In accordance with the provisions of that Code, and agrees to comply with such provisions before
commencing the performance of the Services.
3.5.22 Authority to Enter Agreement. Contractor has all requisite power and
authority to conduct Its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the Individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.23 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Reauired. Contractor shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
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approval of City, Subcontracts, If any, shall contain a provision making them subject to all
provisions stipulated In this Agreement.
IN WITNESS WHEREOF, City and Contractor have caused this Agreement to be
executed by their duly authorized representatives. This Agreement is effective as of June 9,202D.
CITY OF ROSEMEAD BATEMAN COMMUNITY LIVING, LLC
t1�/�1 �.00e�eicMaer.
BX; �4�/-- BY: 7 ✓tiV�
Gloria Molleda
City Manager Managing Director
ATTEST:
BY:-
F_ricke Homan ez
City Clerk
Approved as to Form:
BY: _
Rachel Richman
City Attorney
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EXHIBIT A
SCHEDULE OF SERVICES
Project Name
Senior Nutrition
Target Area
Community Wide
Goals Supported
Increase Public Services for Seniors
Needs Addressed
Supportive Service Needs
Funding
CDBG and General Fund
Description
Provide funds for the Senior Nutrition Program. The Senior
Nutrition Program provides high quality, cost efficient,
nutritious meals at one City location (Garvey Community
Center) to seniors living In Rosemead and promotes the role
of nutrition in preventative health and long-term care.
Target Date
7/1/2020
Estimate the number and
type of families that will
benefit from the proposed
activities
Location Description
Planned Activities
The Senior Nutrition Program will provide high quality, cost
efficient, nutritious meals at the Garvey Community Center to
seniors living in Rosemead and promotes the role of nutrition
In preventative health and long term care.
20
Attachment D
First Amendment Agreement
DocuSign Envelope ID: BEC58220-9814-0386-950C-C055706DDECC
MAYOR:
POLI. Low
MAYOR PRO 'I'ENI;
SEAN DANG
COrNCLL MEM14:16:
S,\NDIbA ARN%NU
MARGARET CLARK
S11EVEN LY
City of &semead
8838 E. VALLEY L30liLEVARD P.O BOX 399
ROSEMLAD. CALIFORNIA 91770
'TELEPHONE (626) 569-2100
FAX (626)307-9218
AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT
BATEMAN COMMUNITY LIVING, LLC D.B.A. TRIO COMMUNITY MEALS
This FIRST AMENDMENT ("Amendment') is made and entered into this 22nd day of
June, 2021 ("Effective Date"), by and between the City of Rosemead, a municipal organization,
organized under the laws of the State of California with its principal place of business at 8838
East Valley Blvd., Rosemead, California 91770 ("City") and Bateman Community Living,
LLC d.b.a. Trio Community Meals a foodservice and hospitality provider with its principal
place of business at 300 S. Tryon St., Suite 400, Charlotte, NC 28202 ("Contractor"). City
and Contractor are sometimes individually referred to herein as "Party" and collectively as
"Parties."
WHEREAS, City and Contractor entered into an agreement on June 9, 2020, for providing
senior nutrition lunch services (the "Agreement'); and
WHEREAS, this Agreement is set to expire on June 30.2023; and
WHEREAS, the City and the Contractor may mutually agree to extend the term of this
Agreement for up to two additional one-year extensions.
NOW, THEREFORE, the Parties agree as follows:
SECTION 3. Section 3.1.1 Term shall be amended to read:
3.3. Fees and Payments.
3.3.1 Compensation. Contractor shall receive compensation, including authorized
reimbursements, for all Services rendered under this Agreement at the rates set forth. The total
compensation for Fiscal Year 20-21 shall not exceed three dollars and eighty-one cents (53.81) per
meal for a maximum of 800 meals per week (Monday to Friday) for the initial 52 weeks, without
advance written approval of City or its designee. Pricing adjustments shall be made on an annual
basis and shall be agreed upon by the upon by the parties at a rate most recently released by the
U.S. Department of Labor Consumer Price Index, All Urban Consumers, National Average
Unadjusted, Food Away From Home. Up to ninety days prior to the anniversary of
DowSlgn Envelope ID: 8EC58220-9814-43B6-950C-C055706DDECC
Commencement Date, the Contractor shall provide the City notification of the adjustment. On the
anniversary date, Contractor's proposed adjustments shall go into effect, unless the parties have
entered into a written agreement with an alternative cost adjustment.
SECTION 2. All other terms, condition, and provisions of the Original Agreement not in
conflict with this Amendment, shall remain in full force and effect.
SECTION 3. The City Clerk shall certify to the adoption of this Amendment and hereafter the
same shall be in full force and effect.
IN WITNESS WHEREOF, City and AUDITOR have caused this Agreement to be executed
by their duly authorized representatives as of the day and year first above written.
CITY OF ROSEMEAD
B "Gloria Mo leda, City Manager
ATTEST:
By:
Ericka Hernandez, City Clerk
APPROVED AT A�T TO FORM:
By: 41 "al
Rachel Richman, City Attorney
Bateman Community Living, LLC d.b.a.
Trio Community Meals
By: FDocuftned Ey:
MGan
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Name: 3ohn Kirk
Title: Managina Director