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CC - Item 4E - Contract for Senior Nutrition Meals Provider• E M E S ~I Q, O 0 ROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCI FROM: ANDREW C. LAZZARETTO, CITY MANAGER DATE: MAY 8, 2007 SUBJECT: AWARD OF CONTRACT FOR SENIOR NUTRITION MEALS PROVIDER SUMMARY Over the past three (3) years, the City has contracted with Morrison Management Specialists, Inc. (MMS) to provide meals for the Senior Nutrition Program. As part of its procurement requirements under the Community Development Block Grant (CDBG) program, the City went out for proposals from organizations to provide meal services to the City. The City received only one (1) proposal. That proposal was from MMS. MMS is proposing to provide meals at a fixed price of $2.85 per meal for FY 2007-2008 and in subsequent years for an increase set by the percentage increase in the Consumer Price Index (CPI), not to exceed 4% per year. Staff Recommendation Staff recommends that the City Council take the following actions: 1. Accept and award the proposal from Morrison Management Specialists, Inc.; 2. Approve the proposed contract with Morrison Management Specialists, Inc., and 3. Authorize the Mayor to execute the contract on behalf of the City. ANALYSIS MMS submitted a full and thorough proposal including a proposed meal pattern plan for FY 2007-2008 and Certificates showing food handling capabilities of staff. Staff has reviewed the proposal submitted and checked references. MMS has provided similar Nutrition programs since 1989 and currently serves a number of communities in the San Gabriel Valley. MMS has consistently provided quality service to the City of Rosemead. There have been no consumer complaints regarding service in the last three (3) years. LEGAL REVIEW City Attorney has reviewed and approved the contract as to form. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. APPROVED FOR CITY COUNCIL AGENDA: ~WAL City Council Meeting May 8, 2007 Page 2 of 2 Submitted by: I Jesse Duff Community Development Director Prepared by: /11~4464/ Micheal Neal Grants Coordinator Attachment A: Proposed Contract • • CITY OF ROSEMEAD SENIOR CITIZEN LUNCH SERVICES AGREEMENT PARTIES AND DATE. This Agreement is made and entered into this 8th day of May, 2007 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 Morrison Management Specialists, Inc. dba Morrison Health Care, Inc., a foodservice and hospitality provider with its principal place of business at 1727 Axenty Way, Redondo Beach, California 90278 ("Contractor"). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Funding. City is the recipient of 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 U.S.C. 5301-5320) as amended (hereinafter "ACT'). The City has approved the provision of federal funds under the ACT to be used to provide Senior Citizen Lunch Program ("Project") as described in the Scope of Services, attached hereto as Exhibit "A" and incorporated herein by reference. 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 citizen 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. 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 senior citizen lunch meals 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 exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. Morrison Management S0 I. Inc. • Senior Citizen Lunch Program Page 2 of 20 3.1.2 Term. The term of this Agreement shall be from July 1, 2007 to June 30, 2008, and may be extended for up to two additional years, unless earlier terminated as provided herein. Contractor shall complete the 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- Independent 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 "B" 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 shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable 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: Nader Poursadeghi (Director of Food and Nutrition Services); Carlos Giese (Assistant Director Senior Nutrition Services); Pedro Alfaro (Assistant Manager/Production); and Josephine Wong (Regional Clinical Nutrition Manager). Morrison Management S•alists, Inc. • Senior Citizen Lunch Program Page 3 of 20 3.2.5 City's Representative. The City hereby designates City Manager, or his or her 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 Nader Poursadeghi (Director of Food and Nutrition Services), or his or her 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 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 Employees. 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 fails 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 Regulations. 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 therefrom. 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 Morrison Management S•alists, Inc. • Senior Citizen Lunch Program Page 4 of 20 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 Requirements. 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 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 Employer's 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 Agreement/location 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 furnished in connection with such work; 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, Morrison Management SIOalists, Inc. Senior Citizen Lunch Program Page 5 of 20 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, 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 mail, 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 Acceptability 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 Morrison Management SIalists, Inc. • Senior Citizen Lunch Program Page 6 of 20 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 time. 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 life saving 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 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 the income level of person and/or families participating in or benefiting by the Contractor's program. (B) Documentation of all CDBG funds received by City. (C) 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. All 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. (D) 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. Morrison Management S•alists, Inc. Senior Citizen Lunch Program Page 7 of 20 (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 Program 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 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: (i) 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 (ii) Not used in accordance with paragraph (b)(7)(i) of §570.503, un 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)(i). 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 Applicable Laws. Contractor agrees to comply fully with al 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 O, 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 Morrison Management S•alists, Inc. • Senior Citizen Lunch Program Page 8 of 20 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 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 any way 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 Morrison Management S•alists, Inc. • Senior Citizen Lunch Program Page 9 of 20 should take affirmative action to overcome the effects of conditions which would otherwise result 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. 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 Contractor's failure to comply with any Morrison Management SValists, Inc. 0 Senior Citizen Lunch Program Page 10 of 20 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 or vendor. Contractor shall take action with respect to any subcontract or purchase order as the City may direct as a means of enforcing such provisions including sanctions for non-compliance. 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 et 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 et 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 complied 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 Assignability. Contractor shall not assign or transfer any interest in this Agreement, whether by assignment, delegation or novation, without the prior written consent of 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 Religious 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. Morrison Management S•alists, Inc. • Senior Citizen Lunch Program Page 11 of 20 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 O of OMB Circular No. A-110 and 24 C.F.R. 570.611 shall apply. 3.2.24 Other Program Requirements. 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: (i) 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 in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed two dollar eighty five cents ($2.85) per meal, for 750 meals per week (Monday to Friday) for the initial 52 weeks, without advance written approval of City or its designee. The total compensation for the subsequent years (second and third years) includes an increase set by the percentage increase in the Consumer Price Index (CPI), not to exceed four percent (4%) per year. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 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. Morrison Management S*alists, Inc. Senior Citizen Lunch Program Page 12 of 20 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seg., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et 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 clearly 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. 3.5.1.1 Suspension and Termination. In accordance with 24 CFR 85.43, suspension or termination may occur if Contractor materially fails to comply with any term of the 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 all 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 fifteen (15) 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. 3.5.2 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: Morrison Management SID.alists, Inc. Senior Citizen Lunch Program Page 13 of 20 CONTRACTOR: Morrison Management Specialists, Inc. dba Morrison Health Care, Inc. Western Regional Office 1727 Axenty Way Redondo Beach, CA 90278 Attn: Edward Clark Vice President, Western Region CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, CA 91770 Attn: CDBG Administration 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 Ownership of Materials and Confidentiality. 3.5.3.1 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. 3.5.3.2 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 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 Morrison Management Si•alists, Inc. • Senior Citizen Lunch Program Page 14 of 20 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. 3.5.4 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. 3.5.5 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. 3.5.6 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 acts, 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 any judgment, 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. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the Morrison Management SI20alists, Inc. • Senior Citizen Lunch Program Page 15 of 20 successors and assigns of the Parties. 3.5.12 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. 3.5.13 Construction; References; Captions. 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 work days. 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. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 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. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 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. 3.5.18 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 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, City 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 therefrom. Morrison Management SI-0 alists, Inc. • Senior Citizen Lunch Program Page 16 of 20 3.5.19 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. 3.5.20 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. 3.5.21 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. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written 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 July 1, 2007. CITY OF ROSEMEAD MORRISON MANAGEMENT SPECIALISTS, INC. DBA MORRISON HEALTH CARE, INC. BY: BY: John Tran Mayor Edward Clark Vice President, Western Region Attest: Morrison Management SAlists, Inc. • Senior Citizen Lunch Program Page 17 of 20 By: Nina Castruita City Clerk Approved as to Form: By: Bonifacio Bonny Garcia City Attorney Morrison Management SI-•alists, Inc. • Senior Citizen Lunch Program Page 18 of 20 EXHIBIT A SCOPE OF SERVICES • 0 Exhibit "A" SPECIFICATIONS SENIOR NUTRITION PROGRAM 1.0 SCOPE The purpose of the program is to serve hot meals daily (Monday to Friday) to persons 62 years or older. These meals must conform to the delivery and nutritional requirements herein. The site locations are: Garvey Center, 9108 Garvey Avenue Rosemead Center, 3936 N. Muscatel Avenue This program is funded under the City's CDBG Program and, therefore, all applicable reporting requirements and program procedures are to be conducted according to established Federal guidelines, rules and regulations. An orientation will be conducted with the successful proposer to determine the applicable federal guidelines. Proposers are required to gain an independent understanding of applicable State and Federal regulations and specifically the requirements contained in the Los Angeles County Nutrition Policies and Procedures Manual. 2.0 MEAL STANDARDS The City reserves the right to request for a chemical analysis of any food delivered by contractor may be made at any time. The contractor agrees to cooperate in having the analysis made. If the analysis discloses that the food does not comply with the specifications stated in this document, or other applicable governmental regulations, the contractor shall be liable for the cost of this analysis. The contractor shall be liable for meals that do not meet the nutritional standards and requirements or are spoiled or unwholesome at time of delivery, or are incomplete, or insufficient in number ordered, or are delivered after the time specified. In the event the contractor fails to deliver meals, other foods, or supplies as agreed upon, the City may provide meals purchased from other places and charge the cost of the purchased meal to the contractor. 3. If any portion of a meal, other than the entree, is delivered in an unacceptable condition, such as incorrect temperature (*potentially hazardous), less than contracted portion, spoiled or too late, the contractor shall be liable for the cost of that portion. If the entree is unacceptable, the contractor shall be liable for the cost of the entire meal. In order to ensure conformance to the above, the delivery driver Exhibit "A". Senior Nutrition Services, 2 • s shall remain at the site until the food is checked by staff. All shortages shall be noted on delivery slip for proper crediting. 4. The contractor agrees to monitor and evaluate meal preparation delivery, transportation, and general standards of meal service. Meals need to arrive no later than 11:00 a.m. 3.0 MENUS 1. All menus shall be in compliance with Title III-C meal pattern requirements, summarized in Section 4.0. 2. A five (5) week cycle menu shall be used that is updated twice yearly. 3. The contractor has the responsibility for menu writing with concurrence of the City. contractor may meet or exceed standards. 4. The contractor is responsible for typing and duplicating menu. 5. All menu substitutions by the contractor shall be submitted in writing for approval by the City at least five (5) days prior to serving date. The contractor may, however, in an emergency situation make menu substitutions on verbal approval with a written notice to follow for documentation. 6. Provisions shall be made by the contractor to provide in-service training regarding food sanitation for the City food service staff. *See definition of Potentially hazardous food, AAA Nutrition Policy and Procedures Manual. 4.0 MEAL PATTERN Meat ........................................................4 oz. edible portion (exclusive of bone, fat, gristle, etc.) II. Vegetables/fruits .....................................2 (1/2 cup each) servings (exclusive of dessert) III. Juice (As needed to satisfy Vitamin C requirements) .........................1/2 cup IV. Enriched bread or alternative (starch) .................1 slice or 1/2 cup or equivalent V. Margarine 1 teaspoon VI. Dessert ...................................................1/2 cup or equivalent VII. Milk ............................................................8 oz. or equivalent Exhibit "A", Senior Nutrition Services, 3 9 0 VIII. Beverage (optional) ...................................Coffee, decaffeinated coffee, or tea IX. Salad or Soup ............................1/2 cup salad or 6 oz. cup soup 5.0 MINIMUM GRADES Minimum grades for all foods shall be as follows: 1. Beef: USDA Grade "A" Choice 2. Pork: USDA Number 1 (as defined in S.R.A. Number 171, U.S. Standards and Grades of Pork Carcasses) 3. Lamb: USDA Choice 4. Poultry: USDA Grade "A" to be used for all fresh and frozen poultry products. Necks, backs, or wings shall not be used without prior approval of the Project Director or Project Dietitian or Nutritionist Reconstructed roll products are not acceptable 5. Variety Meats: Grade Number 1 from USDA Government inspected plants 6. Dairy Products: Following is to be used as minimum specifications for all graded dairy products: a. Eggs, fresh USDA or State Graded "A" b. Cheese, USDA Grade "A," non-processed cheese c. Milk shall be available in a variety of types, including whole, nonfat, low-fat and buttermilk. 7. Fish and seafood must be fresh or frozen and be a nationally distributed brand packed under continuous inspection of the U.S. Department of Interior 8. Canned Fruits and Juices: USDA Grade "A" (fancy) and Grade "B" (choice) are to be used for all graded fruits and fruit juices, Grade "C" (standard) may be used for pie and cobbler production only 9. Fresh fruits: USDA Fancy to USDA Number 1 to be used for all graded fresh fruits as a minimum standard 10. Fresh vegetables: USDA Fancy and Number 1 to be used for all graded fresh vegetables as a minimum standard Exhibit "A", Senior Nutrition Services, 4 • • 11. Frozen fruits and vegetables: USDA Grade "A" is to be used for all graded frozen fruits and vegetables as a minimum standard 12. In the preparation of all meals the CONTRACTOR shall use a minimum of simple sugars. Each meal shall not exceed 1100 mg. sodium and shall be low in fat. 13. Special diets, specifically low sodium, low fat, and sugar free, shall be provided as specified (optional) 14. 100% milk shall be available in a variety of types including whole, low-fat, nonfat, and buttermilk 15. CONTRACTOR shall provide all condiments which are normally served with specific menus including, but not limited to, salt, pepper, salad dressing, tartar sauce, mustard, catsup, cream, sugar, and garnishes such as lemon slices, parsley, etc. In addition, the CONTRACTOR shall provide all soft goods/software, such as knives, forks, spoons, cups, napkins, plates, etc. 16. Ground beef may be used no more often than twice a week and must be solid form such as meatloaf or Salisbury steak for one of the servings 17. Textured vegetable protein may be used at no greater amount than 30% of total protein 18. Meat alternatives (dried beans, peas, lentils, nut butters) shall not be served more often than one (1) time per week 19. Desserts such as fruits, puddings, gelatin with fruit, ice cream, ice milk, sherbet, and similar foods shall be served throughout the week in one-half (1/2) cup portions. Oatmeal, wheat, and peanut butter cookies, not to exceed 80 calories per serving, may be included once a week. High calorie desserts such as plain gelatin desserts, cake, pie, cookies, and similar foods shall also be included but are to be limited to once a week 20. Different fruits will be served at least three (3) days a week for desserts. Whole fruit in season shall be served at least one time during each week. Canned fruit will be water packed or packed in its own juice 21. Menu--same entree cannot be served back-to-back or in the same week Exhibit "A". Senior Nutrition Services, 5 • 7.0 • MONDAY TUESDAY WED. THURSDAY FRIDAY Week 1 Beef Fish Turkey Beef Chicken Ground Fillet Ground Cubed Quarter Solid Form Crumbled Leg Week 2 Pork Turkey Beef Chicken Beef Cubed Sliced Shredded Quarter Ground Breast Crumbled Week 3 Cheese Beef Chicken Beef Fish Sliced Quarter Ground Casserole Leg Solid Form Week 4 Beef Chicken Beef Pork Poultry Cubed Quarter Ground Slice Cubed or Breast Solid Form or Chop Pulled Week 5 Chicken Cheese Ham and Turkey Beef Quarter & Beef Limas Ground Sliced Leg Ground Solid Form Crumbled SUGGESTED RECIPES Chicken quarter Sliced Beef or Pork Ground Beef or Turkey Oven Baked Roast Beef w/Gravy or Solid Form Shake and Ba ke Roast Pork w/Gravy Swedish Meatballs Braised w/sau ce Pot Roast or Beef Porcupine Meatballs BBQ BBQ Beef Patty on Bun Honey Lemon BBQ Pork Meatloaf Teriyaki Corned Beef Stuffed Pepper Cacciatore Ham Stuffed Cabbage Ole (w/Mole S auce) Italian Meatballs w/Country Gravy Lemon/Orange Chicken Poultry, Cubed or Pulled Cubed Beef or Pork Ground Beef or Turkey A la King Beef Stew Crumbled Chop Suey Beef Burgundy Lasagna Casserole Beef Stroganoff Spaghetti Beef Risotto Enchilada Fish Fillet Braised Pork Au Jus Chili and Beans w/Creole Sauce Sweet and Sour Pork Casserole w/Lemon Sauce Pork Chop Suey Exhibit "A", Senior Nutrition Services, 6 • Cheese Alone Macaroni and Cheese Cheese Strata Vegetable Lasagna Salads Green Salad Oriental Salad Beet Salad Tomato Onion Fiesta Salad Tomato Pepper Salad Coleslaw Cucumbers Carrot Salad Caesar Salad Cabbage and Carrots Cranberry Gelatin Salad Shredded Beef or Pork BBQ Beef BBQ Pork Beef Enchilada SOUPS Vegetable Soup Cream of Mushroom Corn Chowder Split Pea Minestrone Tomato Egg Drop Soup Spanish Bean Potato Soup Vegetable Barley Lentil Soup is Fish, Flaked or Pieces Tuna Casserole Seafood Newburg Starch Pasta Cold or Hot Potato Baked Mashed Potato Potato Wedges Chow Mien Noodles Rice Pilaf Potato Salad Pasta Salad Sweet Potato Red Potato Tortillas Stuffing Exhibit "A", Senior Nutrition Services, 6 Morrison Management S•~alists, Inc. Senior Citizen Lunch Program Page 19 of 20 EXHIBIT B SCHEDULE OF SERVICES • • PROPOSAL FORM I have received the proposal documents and have satisfied myself as to the scope of the work. In submitting this proposal, I agree: 1. To hold my proposal open for 60 calendar days from the date of the Proposal. 2. To comply with the provisions in the above-referenced document. 3. Price shall include bulk food items, beverage, preparation, supplies, utensils, condiments and equipment for a complete meal and delivery of above items. I will provide 750 meals per week (Monday - Friday) for the initial 52 weeks (1st year) for the lump sum price of One hundred eleven thousand one $ 111.150.00 _ hundred fifty dollars and no cents (dollars) (Price in longhand) Cost Per Meal Per Person $2.85 In addition, I will provide 750 meals per week (Monday period (2nd. year) for the lump sum price of: One hundred eleven thousand one hundred fifty dollars and no cents (plus the annual CPIU not to exceed 4%)* (price in longhand) Cost Per Meal Per Person $2.85 - Friday) for the second 52 week $ 111,150.00 (plus the annual CPIU not to exceed 4%)* (dollars) (plus the annual CPIU not to exceed 4%)* I will provide 750 meals per week (Monday - Friday) for the third 52 week period (3rd. year) for the lump sum price of: One hundred eleven thousand one hundred fifty dollars and no cents (plus the CPIU for the second year, plus the CPIU for the third year not to exceed 4%annually)* (price in longhand) Cost Per Meal Per Person $2.85 $111,150.00 (plus the annual CPIU for the second year, plus the CPIU for the third year not to exceed 4% annuallv)* V (dollars) (plus the 2 annual CPIUs not to exceed 4% annually)* *Corresponding to the annual increase in the Consumer Price Index, US for Los Angeles-Long Beach, CA as Published by the US Department of Labor, Bureau of Labor Statistics. COMPANY NAME: Morrison Manaeement Specialists. Inc. dba Morrison Health Care, Inc. (check one) A Corporation A Partnership Sole Proprietor BY: Terri Manooc-nan DATE: 4/25/07 ADDRESS: 1727 Axentv Way. Redondo Beach. CA 90278 • • SPECIFICATIONS SENIOR NUTRITION PROGRAM LIST OF SUBCONTRACTORS The following is a true and complete list showing the name and location of the place of business of each subcontractor who will perform work or labor or render services to the CONTRACTOR in excess of one-half of one percent (.05%) of the CONTRACTOR'S total proposal. ( List the portion of the work which will be done by each subcontractor and list only one subcontractor for each such portion). Work Portion NONE Subcontractor's Name and Business Address NIA E • CONTRACTOR'S CERTIFICATE Regarding Worker's Compensation Labor Code Section 3700 "Every employer, except the State and all political subdivisions or institutions thereof, shall secure the payment of Compensation in one or more of the following ways: a) By being insured against liability to pay Compensation in one or more insurers duly authorized to write Compensation insurance in this State. b) By securing from the Director of Industrial Relations a Certificate of Consent of Self-Insure, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self- insure and to pay any Compensation that may become due to his employees. I am aware of the provisions of Section 3700 of the 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 I will comply with such provisions before commencing the performance of this Contract. ignature Titl Date (In accordance with Article 5 [commencing at Section 1860] Chapter 1, Part 7, Division 2 of the Labor Code, the above Certificate must be signed and filed with the awarding body prior to performing any work under this Contract.) • 0 CONTRACTOR'S QUALIFICATION STATEMENT SENIOR NUTRITION PROGRAM The undersigned certifies under oath, the truth and correctness of all statements and of all answers to questions made hereinafter. SUBMITTED TO: City of ROSEMEAD Micheal Neal, Grants Coordinator ADDRESS: 8838 East Valley Boulevard ROSEMEAD, CA 91770 SUBMITTED BY: Morrison Management Specialists, Inc. dba Morrison Health Care, Inc. Contract North Hills Culinary Center facility: NAME: Nader Poursadeghi, Director Food & Nutrition Services ADDRESS: 8329 De Celis Place North Hills, CA 91343 Regional Western Region - MHC Office: NAME: Edward Clark, Vice President, Terri Manoogian, Regional Director, Operations ADDRESS: 1727 Axenty Way Redondo Beach, CA 90278 Corporation Partnership Individual Joint Venture Other How many years has your organization been in business as a Meal Service Provider? Food Service Management Contracts - over 40 years also see Section 2 "Corporate Capabilities and Experience" 2. How many years has your organization been in business under its present business name? Since June, 1999 as Morrison Management Specialists and since March 1996 as an independent corporation Morrison Health Care, Inc. 2.1 Under what other or former names has your organization operated? - Morrison's Health Care Division - A Division of Morrison Restaurants Inc. Morrison's Hospitality Group A Division of Morrison Restaurants Inc. Morrison's Custom Management A Division of Morrison Incorporated Morrison's Management Services A Division of Morrison Incorporated 3. If a corporation, answer the following: 3.1 Date of incorporation: 3.2 State of incorporation: 3.3 President's name(s): 3.4 Vice-president's name(s): 3.5 Secretary's name: 3.6 Treasurer's name: s June, 1999 Georgia Scott MacLellan, CEO, Morrison Management Specialists MMS Michael Svagdis, President, Morrison Healthcare Food Services MHFS John Fountain, VP & General Council, MMS Jack Lawless, Division Vice President MHFS Edward Clark, Regional Vice President MHFS Tim Mason, Secretary Compass Group Tom Ondrof, CFO Compass Group-The Americas Tony Mitchell, CFO MMS 4. If an individual or a partnership answer the following: 4.1 Date of organization: 4.2 Name and address of all partners (state whether general or limited partnership): N/A 5. If other than a corporation or partnership, describe organization and name principals: NIA 6. List years, makes and models of delivery vehicles used to transport meals to Rosemead Program: 1997 Ford Econoline Van Back-Up Vehicles Available also see Section 5 - Delivery and Vehicles 7. List your kitchen capacity, types and quantities of ovens, ranges, etc.: -see Section 4 - Food Production Facility 8. List the types, sizes and amounts of your food delivery containers: Equipment used - "Cambro" and "Igloo" also see " Section 4 - Description of Transport Equipment 9. Have you ever failed to complete any contract awarded to you? If so, note when, where, and why: NO-not at this location 10. Within the last five (5) years, has any officer or partner of your organization ever been an officer or partner of another organization when it failed to complete a contract? If so, attach a separate sheet of explanation. NO- not at this location 11. On a separate sheet, provide/outline your billing/invoice procedure and provide an example. See Section 9 - Billing Procedures Includes procedure, sample forms and sample supporting documents 12. On a sepat sheet, list contracts your organization hat process, giving the name owner, phone number, contract amount, length of time you have had the contract. --see Section 2 - References 13. On a separate sheet, list contracts your organization has completed in the past five (5) years, giving the name of owner, phone number, contract amount and length of time you had the contract. --see Section 2 - References 14. On a separate sheet, list the food service experience of the key individuals of your organization. see Section 6 - Personnel Qualifications 15. Business references and contact person and phone number: 1. Coca Cola USA Acct. #144657-Michelle Brown. 404-676-5783 2. Frito-Lav. Reference Compass Group NA-Tyler Reeves 800-776-2257 x6990 3. 16. Bank reference, contact person and phone number: 1. Bank of America-Global Client Services-Credit Inquiry Reference: Compass Group USA, Inc. Acct. #7188401761 1-800-233-8820 or 1-800-262-2726 2. 3. 4. 17. Attach a financial statement, audited if available, including Contractor's latest balance sheet and income statement showing the following items: A. Current Assets (e.g., cash, joint venture accounts, accounts receivable, notes _ receivable, accrued income, deposits, material inventory, and prepaid expenses B. Net Fixed Assets: C. Other Assets: D. Current Liabilities(e.g., capital, capital stock, authorized and outstanding shares per values, earned surplus, and retained earnings): E. Other Liabilities (e.g., capital, capital stock, authorized and outstanding shares per values, earned surplus, and retained earnings): Name of firm preparing financial statement and date thereof: Deloitte & Touche 11/29/05 Is this financial statement for the identical organization named on page one: No If not, explain the relationship and financial responsibility of the organization whose financial statement is provided (e.g., parent-subsidiary). Parent Company Will this organization act as guarantor of the contract? Yes • • 18. Dated at c~cm ~ ~ on this ay of A'`~((L( 2007. Name of Organization: Morrison Management Specialists, Inc. dba Morrison Health Care, Inc BY: Title: the I of Morrison Management Specia Contractor~s-J; and that answers to the contained are true and correct. Subscribed and sworn before me this Notary Public: My Commission Expires: v2-3, a( 8 sworn deposes and says that s/he is otq -f, Inc. dba Morr ping questions of therein I 2007 MARYANN VAUWENA _ ommWaon * 1511870 County emv~comcorwoo 2008 m. ExpYes Ssp 23. • • Fax from : B18891322S 09-20-07 12:33 Pg: 1 e.UUL 02:44 7 ~cx AA CORQ._ - AL MOM rRTIFICATE IS ISSUED AS A 1NATTER OF 1NFORMATION ONLY TR1S l i n's e IS C "0 R)GVM UPON 7'M MR~TCATS SiOLDER. 'RERS * ' Risk sd,-i cc$ . Inc. of the Caro n tr et d - . ,tn D CO:+ '1TFiCATT; DOES NOT AMIND, EXTtND OR ALI-Lit THE e e S r-a 11 west 2«00 Interstate Tower Ct.]t COV~IC4G~ AF'FORD6D BY THE POLICIES BELOW. Chart otTe 4o: 28X2 USA INSURERS AFFORDL`d COVI•RAGE YAA• Z66 2 3-7_4 666 430-1035 OaA A1elerican Hoag Assurance eo. ra0 - t DaltX mxmPshi re ins Co ! NM timYfe a 1nC- POrfl son management Specid1i5:5, d a. ri 01SJR any of ~ihe State'Of PA Com ` C . dba Morrison Health care, In d p n+~.Rm:c Sn SUrande S90I Peachtree OumeOOdy Roa At.anta. GA 36342 USA, Cnnwerce S InOUStry ins CO as+eAO c :1'inoii Rational Insurance CO. S f,~ynn e w RAW. 8'e0M 0,"11.TU 7D'uC n~ V AM eD AOOVf fCR Tns!O'JC'r P•.au0o 1NDIG.TL0,+1CT'A'1'1'T.LSrA~'0 , v ~4=~'~t;?.-r WiTN R f^ "C r7MC~~ Tf1a CUl'u"UT914Ar ~S'L7 r3R MA. S 0>' RM ~.It+.I US`kDBL^.O = OF SUCH POll2°S. eCi ' , f C i . 75is POL . REML1T, 7.R.M OR COt'Df1lON OT AhY Ct1n'TRAa.. OX V[lff7 S Dz5."RMID )iEY- :S S"Sn'C ; 'C ILL : •T.`~',{W s. 0.tISWD1b Ah'] CO1DC:1 TM 0 FY 72r4 A . T-. TA:?+. THE [4-,URN7G° A FORDED BY i HE POUC@ N REDUM BY PAID C.J.O,!S e AOCI;EGATF 1.M-M sk1OaN MAY RAVE BO Ll rwcv nn111aLR TOULY AT10N lyyny OLMY nrnoo.VN OAlxmunDSnm N LTSi TrrL at eacaArlcL CE S1.O%,ODO 09/30!06 09; 3010: v.~lo¢"~s ry GLS7601O5 A G>n~At 1:AL0m .-cial General Liatill ) Tv.E 0AW4~!+•a•(n, 51.000. OOD C Zom X CO.A+yaCTAi Gii'.YA.LL LLAN'JTV 14.1 G.•o [M a•• r.•a 1 v Q,LD6 YAOD Xn OOCJR r9A.sow.L JCADVINNRT I SI.000.D00 X C~encruAl ~.-6p,ti AxteoATa S10.000.000 I AGc 51,000,000 i Pk OOUC;.•QNWO► Doi AGW WT9 Lno) AM-W 1YX 000 5:.000 T. ~ LOC X 'OL[cY ❑ IDCr I-] , L10,nr L1 iaf 1!ty a•. 09/30/06 09/30/07 OOASS~059+0LSt0aT SS 000,ODO A ACTONOhGX LtAStY'Y CASY.i6ia0 ""a - .11 Ocher States , (y •oa~ 09/30/07 t A % nNY A'l(O U3836541 09/10/04 nDOt.y D()URY ALL OU7CU) AVTOS Auto - V• Only S916W 09/30/08 09/3.0/07 )ra F-) A SdMkVVLe0 AVT0S .~to - w only i BODILY AWRY 'N WRPDAC rot f?+- ! I X NOMO 1=AS/LOS I aROVFRTYONANCR ke I X fell Aa•~nY..OV`s~ w[LDQ`r• ALTO 04.T - Mt cAwa u.R, m onDn.TOAx rAAtc % ,ADTO AUTO ONLYI: AO6 .000 000 ,10 , oecvaFJWta u c as[xYS.:Awn encn o9~30Ao .D SID . DDO I AOO•A?GATf.'I E] E] 0.,na woR oct>,~ U .rWurs/unpl.eee 0 510,000.00 ' I 0 oYOUenea= xcSeM00N 203 ro . 09/30/06 /90/07 r ~MTt: oTM• mrr S2 ,oo0, 00 0 A. .,.n.~oicco+av+w+o. vC - All Other states taut oylaer LAABI.1T1' MOM O.t RAnlAmo D9/30/D6 09/30/07 5:.000.00 0 rO0Y LM-. C IlWork[2920307 307 M M1Y) O 5 L 1DZ A5y I 09/30106 09/30/07 L2,DOO.OOD A a:- omL..s1LDA aaviorte a we (AT.TD.IO.VA) o~ ~ E 2 aCt as Additional 07l7nOn'Or ORi1T10`+Y-D:A'W~'['vA~{clptAiXL1U5~0YC nDOh7>BY fiNOOrl4aRJV!rWAL IRONSW~+s of-'Ctrs. eBp1oyees, agents. and v0l untxers are'niuved repu4 red-bZ w, tuensee1. but li'I tOd to ci:r ty of Rosemead, its dlroc:ors. offidal5, nditions and S 0 City of Rosemead Attn' Mi Ghael weal 5838 'cast valley Boulevard Rosemead rA 91770 USA 4ow ;cdld .S~adua. ~e/'%k P,ae~°'Q° • 1] Fax from 8188913225 84-28-87 12:34 Py:L 11PR-1°-2D07 D2:44 At-19-20 to :44 Certificate for Morrison Management specialists, inc. ovisiotss to th cn 6, oerCS'~h >u additioral daserllption of the ACORD 13e te7fd conditioes and noted bafow are hereby Onoehed pr ~~9QO' doe not contain 311 tetsss, condititgts, eaverages or aelueions mnmind to the afforded by The insurcr(s? This coverage policy. naSURaft r: DACE American Insurance comparY i ovnfom Korrison nanagemert Specialists, Inc. dba Morrison Health [are, rnc• 5601 Peachtree OvnWOOdY ^O Atlanta, GA 3034: USA Let policy below dots not include lin" ADDrnOZIAL POLICW cattifieate fora fOc policy limits. ra.rcv: V>%Kp Aa Tm or vMuAASCL l01K1' baS[1rpn10M LST `GARAGE L:.*A- VrY 836540 A 6-07 Auto - AOS WOR.EJIs compew5ATI04 2920 09 A orkerS COMP (CA) 920306 rk co" C ,Mv) B u E orK COM CFL ONL' 2920323 rk Comp 'G= Drl A refer 10 txClusiogS. i= 'd trectors. of Arai-er of Subrogation is granted in favor of City of . RosemeA4. ; required by employees, agents end volunteers regarding Workers' CVtraca: limited to the opera'nonS of the Insured under Bald contract; and zlWays su0jet: conditions and excluSions. ] r time periods Canceilatlon prevision ShOWn herein Is ,nCe7~ O Shorter or ioNe jurisdiction of, and reason for, 1 ACORD L,.+,ts facia lbs. (office-~~rsWr!tten ~ontru. but to the policy terns. i depending on the • > Jf v 7 'ro > > C m A < m O A m j m m z ~ I• ~ O r n L ! m ( N fl S m A N 7 Z D © ~ r c O m A -r C A m m m v, D m r, o > In I , > o L~'1 x ti~ y ~ n j C t C C A - < I\ n I~\ • > i: G> a~ m Z (n 0 N z 3 c z ~ m I ~I I•• J C ~ A m 0 m z O m c a m c> m >A r^~ m > > z m m ~ O m m D _ m m ❑ m n ?i O z0 i~ m > p c z o c c z y 1 "1 r N Q c Y - u-i `c.• z m N m co m r T r C] mm 2 m v O 1 1 m r m I m,L-~ ~ C -NV f1 ! -m. r O _ oI~`_ -m m c D m 2 V N o _I:: m J m z m T r ~ C-) I b -0 z C) o D 3 O m S z O m 2 n I N s 1111 t> i c I 0 • i i ~n- Ln C D ~u - C: m_ a O e a s F m z - ~C o Za i Z CQ v. v. Z °n O zr y o ~ r ~ b y o 0 G m `W m 0cl C: 1 h h i'n G T O IQ D D 4 N 0 m l~ m ? I Q V V7 C V x. x 1 C s ~ n = T @ h m T D f = 2 z O G ~ ro o G _ D y I D ~ n n ~ 7 W ~ m ~ N 7 N n A H Q y 7 ~ 7 m m m m ~ G .3. e n o H U ~ n o ° U = = p' ~ 7 j m m m T 3 n n _ y Q 31 J CD N 2 C. O u ~ ~ h C ~ n o 7 m a 3 rC, o ~ D c m y ~ T 7 O C Z 7 Q 0 p tD C N a co ~D m x A D 71 Z na O Oz z T Z A O 3 Z D to p w0 r a~ m z z i O D a D C m a 0 o N < y Z C K Y m 01 z Z m , c ~mD O (ate\~\\.] T 01 Y N Z V c C, o M ( ~ Y m z a = v V D Z T D G Z (A T N Oa 0 D D Z I ` 0 z G f m z - C o n :3 a n: O rv Z w ~ c y ~l G > C v. Z n G. Z j • c: c A 'D ~ W S O T O c m LC x D 5 a ~ m d 2 m B 5 m p A W m ~ 0 0 O m W x D i Z e Z * m o .:r a (y C N N 0 r7 O w En O T 7 N 7 O a y Cr o' ~ O O ~ O CD CCD 7 © L!l N < 7 o Lf) CD w o' m Ln [ T p N O -D O O CL CL O O 6 0 n n E)' 0 7 L7 m ¢ T ~ O • m - n m ~ C ~ y w 7 o D N rn N x C w 3 w w 7 0 7 f~ M r G1 m m • n rn m x A D M M Z D O OZ Z T 20 O;a 3 2 O W A W W N N ~ o ~ r V F.a mz c D S D D z c ; ~ - > m ~ ~ C z y J ~ c z T lr D m D r V z _ _ r{ O D C C F Z S = ~ - m > L l O D O r. a z O z F. D - C o Z a D ~ Q C) v Z n D C y - O Z/ • D l.J 0 ~ m ~ _ N C O `o m O c m x m' D c D m0 z m 0 S m n 7E 'm D l.J m c m ~ tie c T a 3 0 z = a ° w ~ o m 7 ~ y cn ~O T C M CL O y c o ~ CD o 7 ~ cn N ~ w m m °i O 0 n N G O 0 O a a c o ° Q c r z n a+ ~l O O to 'm_ n cD m y w W ~ O D N m v, x o v _ ~ C C_ 7 G 7 D v 10 O C D v m H • n m mx D H3 H na D M O O z z T z0 0~ z 0 w A w Ln N N r O o r V CERTIFIED FOOD HANDLER County of Los Angeles Department of Health Services PEDRO ALFARO has successfully met the educational requirements established by the County Health Officer and is therefore designated as a Certified Food Handler. (TH Certificate No.: 42863 Expires: 09/2812007 Director, Envir me a] H alth CER"r1F1ED FOOD HANDLER County of Los Angeles Department of Health Services PEDRO ALFARO CFA Ce.,1'O. 42863 Exp- Date 09/28/2007 Director. Envir tme al Health H-3044 (2/98) Morrison Management S*lists, Inc. Senior Citizen Lunch Program Page 20 of 20 EXHIBIT C COMPENSATION PROPOSAL FORM I have received the proposal documents and have satisfied myself as to the scope of the work. In submitting this proposal, I agree: 1. To hold my proposal open for 60 calendar days from the date of the Proposal. 2. To comply with the provisions in the above-referenced document. 3. Price shall include bulk food items, beverage, preparation, supplies, utensils, condiments and equipment for a complete meal and delivery of above items. I will provide 750 meals per week (Monday - Friday) for the initial 52 weeks (1st year) for the lump sum price of: One hundred eleven thousand one $ 111,150.00 -hundred fiftv dollars and no cents (dollars) (Price in longhand) Cost Per Meal Per Person $2.85 In addition, I will provide 750 meals per week (Monday period (2nd. year) for the lump sum price of: One hundred eleven thousand one hundred fifty dollars and no cents (plus the annual CPIU not to exceed 4%)* (price in longhand) Cost Per Meal Per Person $2.85 - Friday) for the second 52 week $ 111,150.00 (plus the annual CPIU not to exceed 4%)* (dollars) (plus the annual CPIU not to exceed 4%)* I will provide 750 meals per week (Monday - Friday) for the third 52 week period (3rd. year) for the lump sum price of. One hundred eleven thousand one $111,150.00 (plus the annual CPIU hundred fifty dollars and no cents for the second year, plus the CPIU (plus the CPIU for the second year, for the third year not to exceed 4% plus the CPIU for the third year annuallv)* not to exceed 4%annuallv)* (dollars) (price in longhand) Cost Per Meal Per Person $2.85 (plus the 2 annual CPIUs not to exceed 4% annually)* *Corresponding to the annual increase in the Consumer Price Index, US for Los Angeles-Long Beach, CA as Published by the US Department of Labor, Bureau of Labor Statistics. COMPANY NAME: Morrison Management Specialists. Inc, dba Morrison Health Care, Inc. (check one) A Corporation A Partnership Sole Proprietor BY: Terri Manooc-ian DATE: 4/25/07 SIGMA ADDRESS: 1727 Axentv Wav. Redondo Beach. CA 90278