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2500 - Morrison Management Specialist - CDBG FundsMO 7 ® ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MMA)DVYYYY) 09122022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA, INC. TWO ALLIANCE CENTER 3580 LENOX ROAD, SUITE 2400 ATLANTA, GA 30328 CONT CT Ranch K. Nowell, CPCU, ARM NAME: PHONE 404-995-3102 FAX A/C Nall ADDRESS: CwpasscDrts@Marsh'com INSURERS) AFFORDING COVERAGE NAICt INSURER A : National Union Fine III$ CO. of Pittsburgh PA 19445 CN102832071-Corrpa-UM810-22- MORR MOMN INSURED Morison Management Specialists, Inc. A Division of Compass Group USA, Inc. INSURER 8: AN Insurance Co 19399 INSURER c : ACE Property And Casualty Ins Co 20699 INSURER D: 2489 Yorkmont Road Charlotte, NC 28217 INSURER E: INSURER F: rceTRrP'ATL NUMBER: An 4DhimS94-11 REVISION NUMHEK: V THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL Attn: Michelle G. Ramirez, POLICYNUMBER MM/DEI POLICY DDNM LIMITS A X CGMMERCUILGENERALLIABIUTY Rosemead, CA 91770 GL 6547187 09130/2022 09/3012023 EACH OCCURRENCE $ 1.000,000 DAMAGE TO RENTED PREMISES Ea occurenca $ 1.000,000 CLAIMS -MADE Fx-1 OCCUR MED EXP (Any ona parson $ X SIR: $1,000,000 X Contractual Liability PERSONALS ADV INJURY $ 1,000,000 GEN -L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 10,000,000 PRODUCTS-COMP/OP AGO f 5. 0,000 X POLICY1:1 JECT � LOC S OTHER: A AUTOMOBILE LIABILITY CA 7030998 (ADS) 0913012022 09(J(y2023 COMBINED SINGLE LIMIT $ 2000000 Ea accident BODILY INJURY (Per peraan) $ A X ANY AUTO CA 7031001 (VA) 09/30022 09/3012023 BODILY INJURY (par accident) $ A A OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY CA 7030999 (MA) CA7031003 (Garage Liability) Sell Insured for Physical Damage 09130/2022 OVA2022 W30/2023 09130@023 PPROPE AMAGE $ $ X UMBRELLA LIAB EXCESS UAB X OCCUR CLAIMS -MADE XOO G2T73B631008 09130/2022 09130/2023 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DEO X I RETENTION$0 $ B WORKERS COMPENSATION AND EMPLOYER& LIABILITY YIN ANYPRB OFFICE IMEMBR/PARTNERIEXECUTIVE InN RE%CLUDED7 (Mandatory In NH) (Mandatory tt yaa, describe un DESCRIPTION OFOPERATIONS below NIA WC 035901901 (AOS) WC 035901902 (CA) See ACOrd 101 09130/2022 09/3012023 X STATUTE ER E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE -EA EMPLOYEE $ 2,000,000 E.L. DISEASE -POLICY LIMB $ 2,000,000 A Lquor Liability GL6547185 097JW2022 09/3012023 Each Common Cause 1,000,000 SIR: $1,000,000 Aggregate 10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, AddMmal Remarks Schadule, may M ~had N mon spat. M required) Division/Location: MDmsonMorth Hills Culinary Center #18645 City of Rosemead, CA, the City, its directors, officials, officers, employees, agents and volunteers are included as Additional Insureds as respects General Uability and Auto Liability where required by written contract. It is further agreed that coverage under the General Liability and Auto Liability shall be Primary and Non -Contributory, with any other Insurance in force for or which may be purchased by Additional Insureds where required by written contract. Waiver of Subrogation in favor of Additional Insureds as respects to Workers Compensation policy where required by written mntrad and permitted by law. ER CANCELLATION CERTIFICATE .01- OLCity Cityof Rosemead SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Michelle G. Ramirez, THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Economic Development Administrator ACCORDANCE WITH THE POLICY PROVISIONS. 8838 East Valley Blvd. AUTHORIZED REPRESENTATIVE Rosemead, CA 91770 iv<tivr4l �,j1g �%csC. V T988-206 ACORD CORPORATION. All nynwreserve— ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 0004001 SP 0372-C01-POE003-1 City of Rosemead Attn: Michelle G. Ramirez, Economic Development Administrator 8838 East Valley Blvd. y•• Rosemead, CA 91770 Is 072-01-00-0004W1 -ODO 1 -0009M4 IN AGENCY CUSTOMER ID: CN102832071 LOC #: Atlanta ACC ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA, INC. Morrison Management Specialists, Inc. A Division of Compass Group USA, Inc. 2400 Yorkmont Road POLICY NUMBER Charlotte, NC 28217 CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, — FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Workers Compensation Conbnued: Workers Compensation Policy #WC 035901901 (AOS POLICY) Covers ALL States except CA, WI and OH Carrier'. New Hampshire Insurance Company Policy Number: WC 035901903 Effective Date: 09/30/2022 Expiration Date: 09/30/2023 Policy Covers States of: WI Stop Gap Coverage: ND, OH, WA, WY. Limit: E.L. Each Accident: $2,000,000 E.L. Disease -Policy: $2,000,000 E.L. Disease Each Employee: $2,000,000 Workers Compensation Continued: Cartier: National Union Fire Ins. Co. of PA Policy Number. XW 1047353 Effective Date: 09/30/2022 Expiration Date: 0913012023 Policy Covers States of: OH (Excess WC) Limit E.L. Each Accident $2,000,000 E.L. Disease -Policy: $2,000,000 E.L. Disease Each Employee: $2,000,000 ADDITIONAL INFORMATION Umbrella is follow form of primary Commercial General Liability, Automobile Liability, Liquor Liability and Employers Liability policies subject to policy terms, conditions and exclusions 101(2008/01) The ACORD name and logo are registered marks of ACORD 0372-01-00-0004001-0002-0009325 CORPORATION. All rinhtn i ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MWDDIYYYY) 0912212022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA, INC. TWO ALLIANCE CENTER 3560 LENOX ROAD, SUITE 2400 ATLANTA, GA 30326 CONTACT Randi K. Nowell, CPCU, ARM NAME: PHONN Pat. E q()a.99`✓3102 FAC. No: com asscertsn ADDRESS' �� � ' INSURER(S) AFFORDING COVERAGE NAICA INSURER A; National Union Fire Ins Co. of Pittsburgh PA 19445 C1,1102832071-Compa-UMB10-22- MORR MOMN INSURED Morrison Management Specialists, mc. A Division of Compass Group USA, Inc. INSURER B: AN Insurance Co 19399 INSURER c :ACE Property And Casualty Ins Co 20699 INSURER D: 2400 Yorkmmnt Road Chadotte, NC 28217 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: ATL -005100326-11 REVISION NUMBER: 0 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ICTR TYPE OFINSURANCE ADDL SUER POLICYNUMBER POLICY EFF MM/DD/YY// POL CY EXP MO/DD/YYYY L MITIS A X COMMERCIAL GENERAL LIABILITY GL 6547187 0913012022 09/3012023 EACH OCCURRENCE $ 1,000.000 CLAIMS -MADE 111OCCUR DAMAGEHEN H,U PREMISES Ea o=,rmnce $ 1,000,000 MED EXP (Any one /son) $ X SIR: $1,000,000 X Contractual Liability PERSONAL a ADV INJURY $ 1'0DO'DIX GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000.000 PRODUCTS - COMP/OP AGO $ 5,000,000 X POLICY ❑ PRO ❑ LOC JECT OTHER: A AUTOMOBILE LIABILITY CA 7030998 (AOS) 09/3012022 09/3012023 COMBINED SINGLE LIMIT $ .2000000 Ea accidem BODILY INJURY (Per person) $ A X ANY AUTO CA 7031001 (VA) 0913012022 09/3012023 A A OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLYPer CA 7030999 (MA) CA7031003(Garage Liability) 09/3012022 09130/1022 09130/1023 09130/2023 BODILY INJURY (Per acoldenq $ PROPERTY DAMAGE $ accident $ n SeInsured forPhysical Damage X UMBRELLAUABX OCCUR XOO G27738631008 09130/2022 09/30/2023 EACH OCCURRENCE $ 10'000.000 AGGREGATE $ 10,000,000 EXCESS UAB CLAIMS -MADE DED X RETENTION$0 $ B B WORKERS COMPENSATION AND EMPLOYERSLIABILITY ' YIN ANYPROPRIETOft/PARTNER/EXECUTI V E OFFICERIMEMBER EXCLUDED? N (Mandatory In NH) NIA WC 035901901 (AOS) WC 035901902 (CA) See Acord 101 0913012022 0913012023 ER _LLSITATUTE E.L. EACH ACCIDENT $ 2,000.000 E. L.DISEASE-EA EMPLOYEE $ 2,000,000 E.L. DISEASE -POLICY LIMIT $ 2,000,000 Vyes, describe under DESCRIPTION OF OPERATIONS below A Liquor Liability GL6547185 09/3012022 09/3012023 Each Common Cause 1,000,000 SIR: $1,000,000 Aggregate 10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be ameehed N mon apace is requlnd) City of Rosemead, its directos, officials, officers, employees, agents and volunteers are included as Additional Insureds excluding Workers Compensation and Employers Liability where required by writlen contract. Waiver of Subrogation in favor of City of Rosemead, its directors, officials, officers, employees, agents and volunteers as respects Workers' Compensation policy where required by when contract as permitted by law. CERTIFICATE HOLDER CANCELLATION © 7988.2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD City of Rosemead SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Mchael Neal THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 8838 East Valley Boulevard ACCORDANCE WITH THE POLICY PROVISIONS. Rosemead, CA 91770 AUTHORIZED REPRESENTATIVE © 7988.2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 0004003 SP 0372-C01-P000p5-1 City of Rosemead Attn: Michael Neal 8838 East Valley Boulevard Rosemead, CA 91770 Mvw KID na 0372-01 -W-000 A W 3-0001-0008328 ACORO® AGENCY CUSTOMER ID: CN102832071 LOC #: Atlanta ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA, INC. Morrison Management Specialists, Inc. A Division of Compass Group USA, Inc. 2400 Yorkmont Road POLICY NUMBER Charlotte, NC 28217 CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate Of Liability Insurance Workers Compensation Continued: Workers Compensation Policy #WC 035901901 (ADS POLICY) Covers ALL States except: CA, WI and OH Cartier: New Hampshire Insurance Company Policy Number: WC 035901903 Effective Dale: 09/30/2022 Expiration Date: 09/3W2023 Policy Covers States of: WI Stop Gap Coverage: NO, OH, WA, WY. Limit: E.L. Each Accident. $2,000,000 E.L. Disease -Policy: $2,00,000 E.L. Disease Each Employee: $2,000,000 Workers Compensation Continued: Carder. National Union Fire Ins. Co. of PA Policy Number: XW 1647353 Effective Date, 09/30/2022 Expiration Date: D9130V2023 Policy Covers Stales of: OH (Excess WC) Limit: E.L. Each Accident: $2,000,000 E.L. Disease-Policy:$2,000,000 E.L. Disease Each Employee: $2,0D0,000 ADDITIONAL INFORMATION Umbrella is follow form of primary Commercial General Liability, Automobile Liability, Liquor Liability and Employers Liability policies subject to policy leans, conditions and exdusums Cc) 200E ACORD CORPORATION_ All rinh}s The ACORD name and logo are registered marks of ACORD 0372-01-00.0004003-0002-0009329 ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 09/22022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA, INC. TWO ALLIANCE CENTER 3560 LENOX ROAD, SUITE 2400 ATLANTA, GA 30326 CONT A NAME:CT Randi K. Nowell, CPCU, ARM PxoNE 404-995.3102 F'ix I11C No): E-MAILDRE Compasscerts;@Ma sh.com AD INSURERS AFFORDING COVERAGE NAICR INSURER A: Na" Union Fire Ins Co. of Pittsburgh PA 19445 CNI02832071-Compa-UMB10-22- MORR MOMH INSURED Morrison Management Specialists, Inc. dba Morrison Health Care, Inc. INSURERS: AIU Insurance Co 19399 INSURER C: AGE ProAnd Casual Ins Co 20699 INSURER D: 5801 Peachtree Dunwoody Road Atlanta, GA 30342 NSURER E INSURER F PEDTr F!CATG NUMBER: ATI {I Slll[)321-11 KtV1,lUN NUMDCK: U VVYCMVLJ vr.� .. �• .. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. /NSR I LTR TYPE OF INSURANCE ADDL UB POUCYNUMBER MWDOY/YYYY MWDEFF POLLDYIS LIMITS A X COMMERCIAL GENERALLIABIUTY GL 6547187 0913012022 09/3012023 EACH OCCURRENCE $ 1,000,000 T 1,000,000 PREMISES Ea occvrence $ CLAIMS -MADE 111 OCCUR MED EXP (Any one person) $ X SIR: $1,000,000 X Contractual Liability PERSONAL& ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ 10,000,000 PRODUCTS - COMPIOP AGO $ 5,000,000 X POLICY PRET D LOC OTHER. A AUTOMOBILE LIABILITY CA 7030998 (AOS) 6913012022 09/3012023 COMBINED SINGLE LIMIT $ 2,000,000 Ea accidenn BODILY INJURY (Per Person) $ A X ANY AUTO CA 7031001 (VA) 0913012022 0913012023 BODILY INJURY (Per accident) $ A A OWNED SCHEDULED AUTOS ONLY AUTOS X HIREDX NON -OWNED AUTOS ONLY AUTOS ONLY CA 7030999 (MA) CA7031003(Garage Liability) Self Insured for Physical Damage 0913012022 09/3012022 0913012023 0913012023 PROPERTY DAMAGE $ Par accident $ X UMBRELLAUABX EXCESS LIAB OCCUR CLAIMS -MADE XOO G27738631008 0913012022 09/3012023 EACH OCCURRENCE $ 10'000.000 AGGREGATE $ 10.000,000 DED I X I RETENTION$O $ B WORKERS COMPENSATION WC 035901901 (AOS) 23 X STATUTE ER EL. EACH ACCIDENT g 2.000,000 B AND EMPLOYERS' LIABILITY YIN ANYICERIM MBE/PARTNERIEXECUTIVE in N RE%CLUDED? N (Mandatory in NN) (Mandatory If yes, describe under DESCRIPTION OF OPERATIONS below NIA WC 035901902 (DA) See Acord 101 0913012022 0913012023 E.L. DISEASE -EA EMPLOYEE $ 2,000,000 E.L. DISEASE -POLICY LIMIT $ 2,000,000 A Liquor Liability GL6547185 09130/2022 09130/2023 Each Common Cause 1,000,000 SIR: $1,000,000 Aggregate 10,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remark. Schedule, may tm attached N more space Is required) The City of Pomona and the County of Los Angeles, including its special districts, elected or appointed officials, directors, officers, agents, employees, volunteers and contractors are included as Additional Insureds with respects to General Liability, Auto Liability, Umbrella/Excess Liability and Liquor Liability, where required by written contract. CANCELLATION CER i rrlVMrL r1VLVLf� City of Rosemead Attn: Patrick Piatt, Senior Management Analyst SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 8838 Valley Boulevard ACCORDANCE WITH THE POLICY PROVISIONS. Rosemead, CA 91770 AUTHORED REPRESENTATIVE _vv ... ...,t ..e..--------- ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 0004004 SP 0372-C01-P040WI City of Rosemead Attn: Patrick Piatt, Senior Management Analyst 8838 Valley Boulevard Rosemead, CA 91770 mo 0372-01-00-0004004-0001-0009330 N AGENCY CUSTOMER ID: CN102832071 LOC #: Atlanta ACOf 2 ® ADDITIONAL REMARKS SCHEDULE Page 2 o 1 .�. - AGENCY NAMED INSURED MARSH USA, INC. Monson Management Specialists, Inc. dba Morrison Health Care, Inc. 5801 Peachtree Dunwoody Road POLICY NUMBER Atlanta, GA 30342 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Workers Compensation Continued: Workers Compensation Policy #WC 035901901 (AOS POLICY) Covers ALL States except: CA, WI and OH Cartier New Hampshire Insurance Company Policy Number: WC 035901903 Effective Date: 09130/2022 Expiration Date: 0913012023 Policy Covers States of: WI Stop Gap Coverage: NO, OH, WA WY. Limit: E.L. Each Accident: $2,000,000 - - E.L.Disease-Policy:$2,000,000 E.L. Disease Each Employee: $2,000,000 Workers Compensation Continued: Camer National Union Fire Ins. Go. of PA Policy Number: XW 1047353 Effective Date: 09/30/1022 Expiration Date: 0913012023 Policy Covers States of: OH (Excess WC) Limit: E.L. Each Accident: $2,000,000 E.L. Disease -Policy: $2,0D0,000 E.L. Disease Each Employee: $2,000.000 ADDITIONAL INFORMATION Umbrella is follow ton of primary Commercial General Liability, Automobile Liability, Liquor Liability and Employers Liability policies subject to policy terms, conditions and exclusions ACORD 101 12008/011 C 2008 ACORD CORPORATION. All rights I The ACORD name and logo are registered marks of ACORD 0372-01.00.0004004-0002-0009331 AC� ® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDONYYY) 09/22/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomemerd(s). PRODUCER MARSH USA, INC. TWO ALLIANCE CENTER 3560 LENOX ROAD, SUITE 2400 ATLANTA, GA 30326 CONTACT Rand) K. Nowell, CPCU, ARM PHONE 404-9953102 FAX NC No ADE-MAILORE s: GOmpasscens@MBIsh COR/ INSURER(S) AFFORDING COVERAGE NAICtl INSURER A : NaBonal Union Fire Ins Go. of Pittsburgh PA 19445 CN102832071-Compa-UMB10.22- MORR MOMN INSURED Morrison Management Specialists, Inc. A Division Of Compass Group USA, Inc. INSURER B : AIU Insurance Go 18399 INSURER C : ACE Property And Casualty Ins CO 299 INSURER D 2400 Yakmont Road Charlotte, NC 28217 INSURER E INSURER F DAMAGE TO PREMISES T ,rED ence $ 1,000,000 Cn"ERAGES CERTIFICATE NUMBER, ATL -005100325-11 REVISION NUMBER: U THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRADDL LM TYPE OF INSURANCE Attn: Michelle G. Ramirez, Community Development THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN POUCYNUMBER POLICYEFF MMIDD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY r� �.s1g %stCC. GL 6547167 09/30/2022 0913012023 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR CI -AIMS -MADE DAMAGE TO PREMISES T ,rED ence $ 1,000,000 MED EXP (Any one person) S X SIR: $1,000,000 X Contractual Liability PERSONAL& ADV INJURY $ 1'000'000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 10,000,000 PRODUCTS-COMP/OP AGO $ 5.000,000 X POLICY ❑ jECT F� LOC OTHER'. A AUTOMOSILELIABILITY CA 7030998 (AOS) 09130/2022 09/3012023 COMBINED SINGLE LIMIT $ 2,000,000 Ea a dent BODILY INJURY (Per person) $ A X ANY AUTO CA 7031001 (VA) 09/30/2022 0913012023 BODILY INJURY (Per accident) $ A A AOWNED UTOS ONLY SCHEDULED AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLYPer CA 7030999 (MA) CA7031003 (Garage Liability) 09/30/2022 09/3012022 0913012023 09/3012023 PROPERTY DAMAGE $ acddent $ Sed Insured fa Physical Damage X UMBRELLA UAB X OCCUR XOO G27738631008 09/3011022 09130/2023 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS UAB CLAIMS -MADE DED I X I F $ B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANVPROPRIETORIPARTNERIEXECUTIVE OFFICER/MEMBEREXCLUDED? � (Mandclory In NH) If yes, describe urMer DESCRIPTION OF OPERATIONS below N/A WC 035901901 (ADS) WC 035901902CA ( ) See Acord 101 0913011022 09/3012023 X STATUTE ERIPER H E. L.EACH ACCIDENT $ 2,000,000 E.L. DISEASE-EAEMPLOYEE $ 2,000,000 E. L. DISEASE - POLICY LIMIT $ 2,000,000 A Liquor Liability GL6547185 09130/2022 09/3012023 Each Common Cause 1,000,000 SIR: $1,000,000 Aggregate 10,1)1)0,000 DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (ACORD 101, Addmonal Remarks Schedule, may be attached U more space is required) Re: North Hills Culinary Center #18645 City of Rosemead, CA is included as Additional Insured as respects to General Liability and Auto Liability where required by can ten contract. CAMCE I ATION urcn i irn.n r r= nvw�n _- -. -_ ___ -. -_ _ _ City of Rosemead SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Michelle G. Ramirez, Community Development THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Director ACCORDANCE WITH THE POLICY PROVISIONS. 8838 East Valley Blvd. Rosemead, CA 91770 AUTHORIZED REPRESENTATIVE r� �.s1g %stCC. 01988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 0004002 SP 0372 -CCOLP040044 City of Rosemead Attn: Michelle G. Ramirez, Community Development Director East Valley Blvd. Rosemead, CA 91770 0372-01-000004002-0001-0009326 W AGENCY MARSH USA, INC. POLICY NUMBER CARRIER AGENCY CUSTOMER ID: CN102832071 LOC #: Atlanta ADDITIONAL REMARKS SCHEDULE Page 2 of 2 NAIC CODE NAMED INSURED Morrison Management Specialists, Inc. A Division of Compass Group USA, Inc. 2400 Yorkmonl Road Charlotte, NC 28217 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Workers Compensation Continued: Workers Compensation Policy #WC 035901901 (ADS POLICY) Covers ALL States except: CA, M and OH Carrier: New Hampshire Insurance Company Policy Number: WC 035901903 Effective Date: 0913012022 Expiration Dale: 0913012023 Policy Covers States of: WI Stop Gap Coverage: NO, OH, WA, WY, Limit. E.L. Each Accident: $2,000,000 E.L. Disease-Policy:$2000,000 E.L. Disease Each Employee: $2,000,000 Workers Compensation Continued: Carder: National Union Fire Ins. Co. of PA Policy Number XW 1847353 Effective Date: 09/3012022 Expiration Dale: 09/3012023 Policy Covers Slates of. OH (Excess WC) Limit: E.L. Each Accident: $2,000,000 E. L. Disease -Policy: $2,000,000 E.L. Disease Each Employee: $2,1X10,000 ADDITIONAL INFORMATION Umbrella is follow toren of primary Commercial General Liability, Automobile Liability, Liquor Liability and Employers Liability policies subject to policy terms, conditions and exclusions ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights i The ACORD name and logo are registered marks of ACORD 0372-01-00.0004002-0002-0009327 CITY OF ROSEMEAD PROFESSIONAL SERVICE AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 11th day of July,2017 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 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 has approved the provision of federal funds under the ACT to be used to provide a Senior Nutrition Program ("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 exhibits attached hereto and incorporated herein by reference, and all applicable local. state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2017 to June 30, 2018; and may be extended for up to one (1) additional year by the City, 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. Catalog of Federal Domestic Aesis,aKe(CFDA)Number 14.218 CEPA Title. Comminute Development Block Grants/Fmi0nnenl Grams Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 2 of 18 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"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 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; and, Hector Lepe, Assistant Manager/Production. 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. Cuwlog aI Federal Domestic Assistance(CFDA/Number 142 IS CH/ATitle. Community I)evctupn'Lm Block Grants/Lntiticmcnt Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 3 of 18 3.2.6 Contractor's Representative. Contractor hereby designates Nader Poursadeghi, Director of Food and Nutrition Services, 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 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 Requlations. 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. Catalog of Federal Domestic Assistance(el DA)Number: 1621 A CFDA lisle: Cntmnunity Development Block GramdGtltlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 4 of 18 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. (8) 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, 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 Catuloe of Federal Domestic Assistance 1CI:DAt Number: 11218 CI'DA title Commnnlp-Development Block GantsTntitlemenl Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 5 of 18 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 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 Catalog el-Federal Domestic Assistance(CI DA)Number 14218 ETNA ittle.. Community Development Block GrantsrFntlJement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 6 of 18 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 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 CircularA- 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. (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 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). Catalog of Federal Domutle Assistance(ClIN Number 1.1 218 CASA laic Communii>Dccclopmcnl Block Grants 99ntillcmcm Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 7 of 18 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 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 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. Catalog of Federal Domestic Assistance(CFDA)Nu roller- 14 218 CFDA Title. Community.Development Block Grants/Lnlillement Grunts Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 8 of 18 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 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. Catalog or Federal Domestic Assistance(CI DA)Nutnhcrl 14.218 CFIIA 1'nlc C'ommtinit Development Block Crants/Fntitleineni Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 9 of 18 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 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 rider 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). Catalog or Federal Domestic Assistance(CFDAI Number_ 14 218 CFDA Title. Community Development Block Grant_JI lntiticmont Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 10 of 18 (I) 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. 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 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. Catalog of federal Uomcsuc Assistance((FILA)Number: 1121 A CI'DAlitle_ Community Dortclopment Block GranlsT.nl iOcment Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 11 of 18 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"A" attached hereto and incorporated herein by reference. The total compensation shall not exceed three dollars and forty-thirty cents ($3.43) per me& (plus the 2 annual CPIUs not to exceed 4%each),for a maximum of 600 meals per week(Monday to Friday)for the initial 52 weeks, without advance written approval of City or its designee. 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 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, et seq., 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. Catalog of Federal Domcstio Assistance(CFDA)Number. 14.218 CFDA Titic: Community Development mock Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 12 of 18 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 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. CONTRACTOR: Morrison Management Specialists, Inc. dba Morrison Health Care, Inc. Western Regional Office 1727 Axenty Way Redondo Beach, California 90278 Attn: Ed Clark, Vice President, Western Region CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director 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. Catalog of Federal Domestic Assistance(CFDA)Number 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 13 of 18 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to 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 1968. (B) Requirements relating to equal employment opportunities.. (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 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. 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. (I) 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)(I) and (ii). Any program income on had when this agreement expires, or received after this Agreement's 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 City's 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-CDBG funds for acquisition of, or improvement to,the property. Catalog or Federal Domestic Assistance ICI'DA)stunner: 14 218 ❑'UA Lae. Commonly Development Block Grants/Fntitletnenl Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 14 of 18 (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership 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 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 acts, omissions or willful misconduct of Contractor, its officials, officers, employees, Catalog of Federal Domestic Assistance ICF DAAtimber: 11 218 CI'DA''isle_ cotntnun lty Dc.clopmcnl Block GrantzTmillemcnt Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 15 of 18 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. 3.5.8 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. 3.5.9 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; 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. Calabe of Federal Doniestic As.sktence(CFDA)Number. 14218 (FDA"ritlm Community Development Block GantsiFntlll¢nent Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 16 of 18 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 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 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. Catalog of federal Domestic Assistance(CPDA)Number. 14,218 CPDA TiOc Community Dmelopment Block Grnnls'Fnlilleman Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 17 of 18 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 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, 2017. CITY OF ROSEMEAD MORRISON MANAGEMENT SPECIALISTS, INC. DBA MORRISON HEALTH CARE, INC. BY: iDBY: / Bill Manis Ed Clark, City Manager Vice President, Western Region Attest: Marc Donohue City Clerk Approved as�tto�JF. ••. By: ./YL�C- Rachel Richman Burke, Williams & Sorensen, LLP City Attorney Catalog of Federal Domestic Assistance(CPDA)Number. 14.218 C II)A Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2017-18 Page 18 of 18 EXHIBIT A SCHEDULE OF SERVICES Cataloe of Federal Domestic Askmwc(CFDM Number 112 I8 CMA Tlac: Community Development Block Grants/T:ntitlment Grants 12 Project Name Senior Nutrition Target Area Community Wide Goals Supported Increase Public Services for Seniors Needs Addressed Supportive Service Needs Funding CDBG: $76,100 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 6/30/2018 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. Annual Action Plan 39 2017 OMB Control No:2506-0117(exp.06/30/2018) CITY OF ROSEMEAD PROFESSIONAL SERVICE AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 26th day of April, 2016 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 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 has approved the provision of federal funds under the ACT to be used to provide a Senior Nutrition Program ("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 Scone 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 exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1,2016 to June 30, 2017; and may be extended for up to one (1) additional year by the City, 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. Catalog of Federal Domestic Assistance(CFDA)Number: l4.21 B CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 2 of 18 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"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 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; and, Hector Lepe, Assistant Manager/Production. 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. Catalog of Federal Domestic Assistance(CFDA)Number: 10.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 3 of 18 3.2.6 Contractor's Representative. Contractor hereby designates Nader Poursadeghi, Director of Food and Nutrition Services, 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 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 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 4 of 18 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, 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 Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists. Inc. Professional Service Agreement FY 2016-17 Page 5 of 18 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 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 Catalog of Federal Domestic Assistance(CFDA)Number: 14218 CFDA Title! Community Development Block Gants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 6 of 18 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 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. 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. (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 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). Catalog of Federal Domestic Assistance(CFDA)Number: 14 218 CFDA Title: Community Development Block Gants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 7 of 18 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)0) 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)0)). 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 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 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title. Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page8 of 18 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 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 9 of 18 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 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 rider 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). Catalog of Federal Domestic Assistance(CFDA)Number. 14.218 CFDA Yule. Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 10 of 18 (I) 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. 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 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. Catalog of Federal Domestic Assistance(CFDA)Number. 14218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 11 of 18 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 "A" attached hereto and incorporated herein by reference. The total compensation shall not exceed three dollars and thirty cents ($3.30) per meal (plus the 2 annual CPIUs not to exceed 4% each), for a maximum of 600 meals per week (Monday to Friday) for the initial 52 weeks, without advance written approval of City or its designee. 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 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, et seq., and 1770, et seq., as well as California Code of Regulations, Title S, 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title. Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 12 of 16 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 termination may occur if Contractor materially fails to complywith 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. CONTRACTOR: Morrison Management Specialists, Inc. dba Morrison Health Care, Inc. Western Regional Office 1727 Axenty Way Redondo Beach, California 90278 Attn: Ed Clark, Vice President, Western Region CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director 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. Catalog of Federal Domestic Assistance(CFDA)Number'. 14218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 13 of 18 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to 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 1968. (B) Requirements relating to equal employment opportunities.. (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 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et.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. (I) 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)(I) and (ii). Any program income on had when this agreement expires, or received after this 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 City's 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-CDBG funds for acquisition of, or improvement to,the property. Catalog of Federal Domestic Assistance(CFDA)Number'. 14.218 CFDA Tide: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 14 of 18 (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership 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 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 acts, omissions or willful misconduct of Contractor, its officials, officers, employees, Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title. Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 15 of 18 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. 3.5.8 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. 3.5.9 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; 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. Catalog of Federal Domestic Assistance(CFDA)number' 14218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 16 of 18 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 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 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 17 of 18 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 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, 2016. CITY OF ROSEMEAD MORRISON MANAGEMENT SPECIALISTS, INC. DBA MORRISON HEALTH CARE, INC. i � BY: LJ -� �,rV.a�� BY: Bill Manis Ed Clark, City Manager Vice President, Western Region Attest: By: Ericka Hernandez Interim City Clerk Approved as to Form: By: Il Rachel -1c Burke, Williams & Sorensen, LLP City Attorney Catalog of Federal Domestic Assistance(CFDA)Number: 14218 CFDA Title Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 18 of 18 EXHIBIT A SCHEDULE OF SERVICES Catalog of federal Domestic Assistance(CFDA)Number: 14.218 CEDA Iitic: Community Development Block Grants/Entitlement Grants • EXHIBIT "A" PROPOSAL FORM 1 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 180 calendar days from the date of the Proposal. 2. To comply with the provisions in the above-referenced documents. 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 600 meals per week (Monday - Friday) for the initial 52 weeks (1s1 year) for the lump sum price of: One hundred two thousand nine hundred sixty dollars and no cents $ 102,960.00 (Price in longhand) (Dollars) Cost Per Meal per Person ( S3.30 In addition, I will provide 600 meals per week (Monday - Friday) for the second 52 week period (2"d year) for the lump sum price of: One hundred two thousand nine $ 102,960.00 (plus the annual CPIU hundred sixty dollars and no cents not to exceed 4%1* (plus the annual CPIU not to exceed 4%r (Dollars) (Price in longhand) Cost Per Meal Per Person ( $3.30 (plus the annual CPIU not to exceed 4%)* I will provide 600 meals per week(Monday - Friday) for the third 52 week period (3"d year) for the lump sum price of: One hundred two thousand nine $102,960.00 (plus the annual CPIU hundred sixty 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 annually)* not to exceed 4%annually)* (Dollars) (Price in longhand) Cost Per Meal Per Person $3.30 (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 9 A Partnership Sole Proprietor BY: Edward� Clark p I DATE: 01/05/16 ( SIGNATURE: Tr GA- 01, ` , ADDRESS: 1727 Axenty Way,Redondo Beach, CA 90278 Exhibit"A" 1 Senior Nutrition Services CITY OF ROSEMEAD PROFESSIONAL SERVICE AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 28t day of April, 2015 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 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 has approved the provision of federal funds under the ACT to be used to provide a Senior Nutrition Program ( "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. 3.1 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 exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2015 to June 30, 2016; and may be extended for up to one (1) additional year by the City, 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Giants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 2 of 18 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 "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 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; and, Hector Lepe, Assistant Manager /Production. 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants /Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 3 of 18 3.2.6 Contractor's Representative Contractor hereby designates Nader Poursadeghi, Director of Food and Nutrition Services, 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 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 orthe 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. 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 4 of 18 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 Liabilitv 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, 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, Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grama/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 5 of 18 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 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 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 6 of 18 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 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. 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. (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 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). Catalog of Federal Domestic Assistance (Cl-DA) Number: 14.218 CFDA Title: Community Development Block Grants /Fntillement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 7 of 18 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: 0) 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 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 anyfacilities, 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. Catalog of Federal Domestic Assistance (CFDA) Number. 14.218 CFDA Title: Community Development Block Grunts/Bntidement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 8 of 18 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 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 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Emidement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 9 of 18 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. (13) 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 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 rider 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 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Hntitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 10 of 18 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). 3218.3 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 AssignabilitV. 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 forthe 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 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 11 of 18 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 "A" attached hereto and incorporated herein by reference. The total compensation shall not exceed three dollars and five cents ($3.05) per meal (plus the 2'annual CPIUs not to exceed 4% each), for a maximum of 600 meals per week (Monday to Friday) for the initial 52 weeks, without advance written approval of City or its designee. 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 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, et secl., 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 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants /Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 12 of 18 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 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. CONTRACTOR: Morrison Management Specialists, Inc. dba Morrison Health Care, Inc. Western Regional Office 1727 Axenty Way Redondo Beach, California 90278 Attn: Ed Clark, Vice President, Western Region CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director 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. Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 13 of 18 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to 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 1968. (B) Requirements relating to equal employment opportunities.. (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 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. 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 (ii). Any program income on had when this agreement expires, or received after this Agreement's 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 City's 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 -CDBG funds for acquisition of, or improvement to, the Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 14 of 18 property. (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership 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 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 Catalog of Fedcral Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 15 of 18 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. 3.5.8 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. 3.5.9 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; 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 Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 16 of 18 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 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 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, Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 17 of 18 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 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, 2015. CITY OF ROSEMEAD MORRISON MANAGEMENT SPECIAL TS, INC. DBA MORRISON HEALT ARE BY: W/ BY: Jeff Allred Ed Clark, City Manager Vice President, Western Region Attest: By: Gloria Molleda City Clerk Approved as to Form: Rachel Richman Burke, Williams & Sorensen, LLP City Attorney Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grams/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2015 -16 Page 18 of 18 EXHIBIT A SCHEDULE OF SERVICES Catalog of Federal Domestic Assistance (CFDA) Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Exhibit "A" 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 180 calendar days from the date of the Proposal. 2. To comply with the provisions in the above - referenced documents. 3. P--rice shall include bulk food items, beverage, preparation, supplies, utensils, condiments and equipment for a complete meal and delivery of above items. I will provide.600 meals per week. (Monday. - Friday) for the initial 52 weeks (1st year) for the lump sum price of: _ Ninety -five Thousand One Hundred Sixty dollars and no cents $ 95,160.00 (Price in longhand) (Dollars) Cost Per Meal per Person { $3.05 ) In addition, I will provide 600 meals per week period (2nd. year) for the lump sum.price of: Ninety -five Thou housand One Hundred Sixty dollars and no - cents (plus the imimal - CPITJ not to exceed 4 %)* (Price in longhand) (Monday - Friday) for the second 52 week $ 95,160.00 (plus the annual CPIU not to exceed 4 %) (Dollars) Cost Per M_ eal Per Person (plus the annual CPIU not to exceed 4 %)x I will provide 600 meals: per week (Monday for the.lump su p,priee, of:.. Ninety -five Thousand One Hundred Sixty 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 Friday) for the third 52 week period (3rd. year) $95,160.00 (plus the annual CPIU for the second year, plus the CPIU for the third year not to exceed 4% annuallvl* NZI $3.05 (plus the 2 annual CPIUs not to exceed 4% each annually)* *Corresponding to the annual increase in the Consumer Price Index, US for Los AngelesLong 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 Sole Proprietor A Partnership BY: . Edward Clark DATE: 11/28/12 SIGNATURE: t ce'ftr ADDRESS: 1727 Axemy Way, Redondo Beach, CA 90278 Exhibit "A" Senior Nutrition Services Exhibit `B" SPECIFICATIONS SENIOR NUTRITION PROGRAM 8.0 .. 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 Subcontractor's Name and Business Address NONE NIA Exhibit `B" Senior Nutrition Services _ y()- 098 Ae R CERTIFICATE OF LIABILITY INSURANCE Page 1 of 2 09/29/20 4 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.Astatement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willie of North Carolina, Inc. PHONE FAX c/o 26 Century Blvd. NO TT 877-995-7378- I WO.vcL 888-467-2378 P. O. Box 305191 ADDRESS certificates@Wi 11 is.com _ - Nashville, TN 37230-5191 INSURERS IFFORDING COVERAGE NAICA RECEIVED SURERA National union Fire ins. Co. Of Pittsburg 19445-001 INSURED INSURERD. New Hampshire Insurance Company 23841-001 Morrison Management sped L9irt0F ROSEMEAD — dba Morrison Health Care, Inc. oSURERO ACE American Insurance Company 22667-001 5601 Peachtree 342 Road 1 6 2014 of 9445-003 Atlanta, OA 30392 MSURER D'.National union Fire Ins. Co. f Pittsburg'Pi[Cebnrgl INSURERE NSURERF. COVERAGES CERTIF1601VI :2216241] REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF ligt4Rfirlde .OW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.gLIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS W BR0. TYPE OF INSURANCE uveo SWir POLICY NUMBE0. imminnEF n POLICY UP LIMITS A _GENERAL LUeIUTY 2047510 �9/30/2014 9/30/2015 EACH OCCURRENCE 1,000,000 I X COMMERCIAL GENERAL LIABILITY MAGED O RENTED PREMISES _Rn ne) r l 1,000,000 LAIMS-MADE1X OCCUR MED EXP)Any one Person) _ X Contractual Liability PERSONAL&ADP INJURY 1,000,000 GENERAL AGGREGATE 10,000,000_ GEN L AGGREGATE LIMITAPPLIES°ER )PRODUCTS-COMPIOPA66 $,000,000 X POLICY PROT I LOC A AUTOMOBILELIABILITY 'AOS 3814762 9/30/2014 9/30/2015 iE°aa,eeoswGLE LIMIT 5,000,000 A X ANY ALTO VA 3814763 9/30/2014 19/30/2015 BooILYINJURYperperSOnl B -IALL OWNED —SCHEDULED 1 MA 3814764 9/30/2014 19/30/2015 BODILY INJURVIPereduden0 AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS IPeaaodenil If- PhvfD gel I ' C UMBRELLALAB X OCCUR I XLXG24563460 9/30/2014 9/30/2015 EACN OCCURRENCE 10,000,000 X EXCESS:LAB CLAIMS-MADE) AGGREGATE _ 10,000,000 DEO RETENTIONS B wORNERSCOMPENSATTON i 028239473 9/30/2019 9/30/2015IX TOPV U''C _ IOEa- AND EMPLOYERS'LIABILT' N MNYPROPRIETONPARTNEWEXEWTIVE1,7/ NIA ELEPCH ACCIDENT 2,000,000 IFFIlIlre, PIHI Fxcwoeov IA EL DISEASE-EA EMPLOYEE 2,000,000 ll yes.EesmM under E.L.DISEASE.POLICY LIMIT 2,000,000 DESCRIPTION OF OPERATIONS below D 2047502 9/30/2014 9/30/2015 Liquor Liability $ 1,000,000 Each Common Cause $10,000,000 Aggregate DESCRIPTION OF OPERATIONS)LOCAT1ONSIVEHICLESI AImcb Aeon:101.Additional Remarkaatlledule,If moreapulenoulndl See Attached CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. city of Rosemead AUTHORIZED REPRESENTATIVE Attn: Michael Neal 8038 East Valley Boulevard Rosemead, CA 91770 hiaeli Coll:9525843 Tpl:1865792 Cart:22162917 ®1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 22011126 LOCP: -1 A a �° ADDITIONAL REMARKS SCHEDULE Paget of 2 AGENCY NAMED INSURED Morrison Management Specialists, Inc Willis of North Carolina, Inc. dba Morrison Health Care, Inc. - - --- - - _ - 5801 Peachtree Dunwoody Road POLICY NUMBER Atlanta, GA 30342 See First Page CARRIER NAIC CODE See First Page EFFECTIVE DATE See First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Garagekeepers Carrier: National Union Ins. Co. of Pittsburgh, PA NAIC 19445-001 Policy No. 3814762 Policy Period: 09/30/2014 to 09/30/2015 Limit: $1,500,000 SIR applies per terms and conditions of the policy. City of Rosemead, its directors, officials, officers, employees, agents and volunteers are included as Additional Insureds excluding Workers' Compensation and Employers' Liability where required by written contract. Waiver of Subrogation in favor of City of Rosemead, its directors, officials, officers, employees, agents and volunteers as respects Workers' Compensation policy where required by written contract as permitted by law. ACORD 101 (2008101) Co11:4525843 Tp1:1865742 Cert:22162417 ©2008AC0R0 CORPORATION.AII rights reserved. The ACORD name and logo are registered marks of ACORD Compass Group USA,Inc. Policy Term: 09/30/2014 to 09/30/2015 Workers'Compensation and Employers Liability Policies Coverage Policy Number Carrier WC Coverage EL Limits Work 028234413 New Hampshire Insurance Co. Statutory 52,000,000 Bodily Injury by Accident Each Accident Comp/EL NAIC 23841-001 $2,000,000 Each Employee Bodily Injury by Disease Policy Covers States of:AL,AZ, $2,000,000 Policy Limit Bodily Injury by Dis ease CO,CT,DC,DE,HI,IA,ID,IN,KS, LA,MD,MI,MO,MS,MT,NE,NM, NV,NY,OK,OR,RI,SC,SD,TN, TX.VT.WV Work 028234474 New Hampshire Insurance Co. Statutory $2,000,000 Bodily Injury by Accident-Each Accident Comp/EL NAIC 23841-001 $2,000,000 Each Employee Bodily Injury by Dis ease Policy Covers States of:AK,AR, $2,000,000 Policy Limit Bodily Injury by Disease GA,IL,KY,NC,NH,NJ,PA,UT, VA Work 028234475 New Hampshire Insurance Co. Statutory $2,000,000 Bodily Injury by Accident-Each Accident Comp/EL NAIC 23841-001 $2,000,000 Each Employee Bodily Injury by Disease Policy Covers States of:MA,ND, $2,000,000 Policy Limit Bodily Injury by Disease OH,WA,WI,WY Work 028234476 National Union Fire Insurance Statutory $2,000,000 Bodily Injury by Accident-Each Accident Comp/EL Co.of Pittsburgh PA $2,000,000 Each Employee Bodily Injury by Disease NAIC 19445-001 $2,000,000 Policy Limit Bodily Injury by Disease Policy Covers State of:CA Work 028234477 Illinois National Insurance Co. Statutory $2,000,000 Bodily Injury by Accident-Each Accident Comp/EL NAIL 23817-001 $2,000,000 Each Employee Bodily Injury by Disease Policy Covers State of:FL $2,000,000 Policy Limit Bodily Injury by Dis ease Work 028234478 New Hampshire Insurance Co. Statutory $2,000,000 Bodily Injury by Accident-Each Accident Comp/EL NAIC 23841-001 $2,000,000 Each Employee Bodily Injury by Disease Policy Covers State of:ME $2,000,000 Policy Limit Bodily Injury by Disease Work 028234479 New Hampshire Insurance Co. Statutory $2,000,000 Bodily Injury by Accident-Each Accident Comp/EL NAIC 23841-001 $2,000,000 Each Employee Bodily Injury by Disease Policy Covers State of:MN $2,000,000 Policy Limit Bodily Injury by Disease ORO 18B AC CERTIFICATE OF PROPERTY INSURANCE DATE teruoomrvl Page 1 of 1 09/30/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. If this certificate is being prepared for a party who has an Insurable interest in the property,do not use this form.Use ACORD 27 or ACORD 28. PRODUCER NONTACT Willis of North Carolina, Inc. PHONE I Fm 0/o 26 Century Blvd. E-rANO.EXTI_ 877-995-7378 yvC.RO>-888-469-2398 P. 0. Box 305191 .ApMRF¢ certificates@willis.COm Nashville, TN 37230-5131 PRODUCER 22011126 CI'STOMERID s, —. -INSURER(S)AFFORDING COVERAGE NAiCF INSURED Morrison Management te Np5 NSURE RA. we6CCleeter Fire In ra nee Company 10030-001 Harrison Health carep INSURERS se ll Peachtree 342wody SONE ACSanta, GA 30342 airy INSURER C INSURER O. DCT t 141014 INSURERE INSURER F. COVERAGES CERTITeirWOMEIMMIA30436 REVISION NUMBER: LOCATION OF PRFMISEVDESCR:PnONOF PROPERTY hl Ava:d+ s Sm.eule,it space is required/ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSURANCE POLICY NUMBER YEFFECTS/EIRE/LICE EXPIRATIOX COVEREOPROPERTY LIMITS LTE OF IXEU TIE IMMNOTO NM/00TM PRWERTV BUILDING CAUSES OFLOSS (DEDUCTIBLES PERSONAL PROPERTY BASIC {BUILDING BUSINESS INCOME— BROAD___ ECONTENTS EXTRA EXPRISE _ SPECIAL RENTAL VALUE I - EARTHQUAKE BLANKET BUILDING WIND BLANKET PERSPROP FLOOD BLANKET BLDG&PP LAXDMARINE TYPEOF POLICY _ - _.- CAUSES OF LOSS NAMED PERILS POLICY NUMBER A X CRIME DON G2364227A 006 9/30/2014 9/30/2015 X Employee 5,000,000. TYPE OF POLICY X. Theft I Commercial Crime X 3rd Party Co 5,000,000. —EQQUIPMENT BREAKDOWN • • SPECIAL CONDITION S/OTHER COVERAGES(Attach Acord I o+,Add aonal Remarks Schedule.X more SDK*is rel a lredl Coverage includes Employee Dishonesty and Third Party Crime as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Michelle Ramirez q0i RQED0.EPRESENTATIVE 8838 E. Valley Boulevard Rosemead, CA 91770 , tm ©1995-2009 ACORD CORPORATION.All rights reserved. ACORD 24(2009/09) The ACORD name and logo are registered marks of ACORD Co11:4526260 Tp1:1868453 Cert:22173006 SS CERTIFICATE OF PROPERTY INSURANCE Page 1� A of 1 09/30/2 4' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. If this certificate is being prepared for a party who has an insurable interest in the property,do not use this form.Use ACORD 27 or ACORD 28. PRODUCER CONTACT Willis of North Carolina, Inc. PHONE 8]]-945-9398 888-460-2398 I FAX c/o P6 Century Blvd. EMAIL P - oar NOT - P. O. Box 305191 trThRps, certif icat06(Bwill is.con _ Nashville, TN 37230-5191 PRODUCER DUCE& 22011126 NSTOME0.10 p_ - - INSORER(S)AFFORDwGCOVERAGE NAlc6 • INSURED ED Morrison Management Specialists, Inc INSURER&.Westchester Pire Insurance Company _. 10030-001 I dbe Morrison Health Care, Inc. ,INSURER& 0O 5501 Peachtree Dunwoody Road - - Atlanta, GA 30342 CITE E.SED INSURER C. _. 1rt F_CL_ID���a's) INSURER D. - _ _ ((�� TT t1 :NGURER E. COVERAGES CERTIFICAYENUMBERO�73006 'usuRERF REVISION NUMBER: LOCATION OF PREMISESDESCRIPTIOXCFPROPERTY(Attach AmN let.Atlas ypl9eylta Schedule,Ilmon apace R requLNl CITY OtERWS THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, IXSR TYPE OF INSURANCE POLICYNUMBER OAT3E IMMNOM'I 'POATP(MBMN AVON COVEPEDPROPERIY LIMITS LTR PROPERTY I I BUILDING — CAUSES OF LOSS DEDUCTIBLES PERSONAL PROPERTY BASIC BUILDING BUSINESS INCOME BROAD CONTENTS EXTRA EXPENSE il. SPECIAL RENTAL VALUE EARTHQUAKE. '. BLANKET BUILDING I� WIND - BIANKETPERS PROP I` FLOOD BLANKET SLUGS PP INLANDMARINE TYPE OF POLICY C RUSES OF LOSS NAMED PERILS POLICY NUMBER At X CRIME DON G2364227A 006 9/30/2014 9/30/2015 X Employee I _ 5,000,000. TYRE OFPOUCY IX' Theft Commercial Crime XI 3rd Party Co 5,000,000. I EQUIPMENT BREAKDOWN 1 I 1 SPECIAL CONDrt10NSJOTNER COVERAGES(Attach Acord 101,A nal Remahe Schedule.Nmare space Is require( Coverage includes Employee Dishonesty and Third Party Crime as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Michelle Ramirez 8838 E. Valley Boulevard AUT RILrE.D REPRESENTATIVE Rosemead, CA 91770 /-If* a q ©1995-2009 ACORD CORPORATION.All rights reserved. ACORD 24(2009109) The ACORD name and logo are registered marks of ACORD Co11:4526260 Tp1:1868453 Cert:22173006 A CERTIFICATE OF PROPERTY INSURANCE Page l f 1 09/30/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. If this certificate is being prepared for a party who has an insurable interest in the property,do not use this form.Use ACORD 27 orACORD 28. CONTACT PRODUCER NAME_ _ Willie of North Carolina, Inc. 8]]-945-]3]8 888-967-2378 • PHONE c/o 26 Century Blvd. �MAA Gm.A'OY P. O. Box 305191 Aanap-E Certificatea®Ylillis.CON Naenviile, TN 37230-6191 _cuOSTMMPRIn n..22011126 - INSURER(S)AFFORDING COVERAGE NAIL* INSURED rrison Management Specialists, Inc INSURERA An Insurance Company . 33022-003 Morrison Morrison Health Care, Inc-RECEIVED INSURERS. 5801 Peachtree Gummody Road - - Atlanta, GA 30342 ``m OF ROSEMEAD I INSURER C INSURER 0' I OCT 142014 INSURERS INSURER F'. COVERAGES CERTIFICATc uI IMB1BW iW REVISION NUMBER: LOCATION OF PREMI5E51DESCRIPT1OXOF PROPERTY/Attach �6RhMS£d� (Remarks Schedule.Ilmo:e space4 required) Division/Location: Morrison/North FIY11e_Cul4aazy-tenter #18645 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. MSR' TYPE DFINSURANCE POLICY NUMBER POLICY EFFECTIVE IOLICYE%PIMTIOM COVEREDPROPERTY LIMITS• GATE IaminorI DATE(MMIDD/YY) A X PROPERTY PR0002079(19) 9/30/2019 9/30/2015 BUILDING CAUSES OF LOSS I DEDUCTIBLES X PERSONAL PROPERTY 10,000,000. BASIC BUILDING BUSINESS INCOME • BROAD CONTENTS EXTRA EXPENSE x sPECwL _ RENTALNFLJE _FARTHOUAKE • BLANKET BUILDING WIND 1 BLANKET PERS PROP X FLOOD BLANKET BLDG.&PP X' BaN included I IHLAH D MARINE TYPE OF POLICY CAUSES OF LOSS r-_1 NAMED PERILS POLICY NUMBER TYPE OF POLICY I TYL EDUIIPMENXT SRE/KDOWX j I BOILER&SPECIAL COMMONS/OTHER C DV ERAO ES Attach e:ore mt.Addllenai Remarks Scbdule,If more space Is required) Property policy covers property rented or leased by the Insured and personal property of oth rs in the custody of the Insured. Business Interruption/Extra Expense Coverage is included. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Rosemead THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Michelle G. Ramirez, ACCORDANCE WITH THE POLICY PROVISIONS. Economic Development Administrator ALIT EPRESEXiiT WE R 8838 East Valley Blvd. abet Rosemead, CA 91770 bet ©1995-2009 ACORD CORPORATION.All rights reserved. ACORD 24(2009109) The ACORD name and logo are registered marks of ACORD Co11:9526260 Tp1:1870416 Cert:22170269 A`°-R° CERTIFICATE OF PROPERTY INSURANCE Page 13 f 1 009/30/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. If this certificate is being prepared for a party who has an insurable interest in the property,do not use this form.Use ACORD 27 or ACORD 28. I PRODUCER CONTACT -. Willis of North Carolina, Inc. PHONE 8]]-945-]3]e IF'u 888-467-2378 c/o 26 Century Blvd. W n C-Sr.Fx ac.NGC -MOL P. D. Box 305191 '_A . ertif?Cate B®Wi11T R.corn_ Nashville, TN 37230-5193 PRODUCER cum-01,1m ,,-22011126 — - INSURER(S)AFFORDING COVERAGE Duca INSURED Morrison Management SpecieEIVED INSURERA:AYA Insurance Company _ 33022-003 dba Morrison Health uunw Care, OF ROSEMEAD INSURERS: Atl1 Peachtree 342woa - - - ALlanta, GA 30392 INSURER OCT 142014 INSURERD INSURER E. �����yy���ryyyf��jj����NB(II���I� INSURER F. COVERAGES CERTIF�aATrNOMBER:22190269 REVISION NUMBER: LOCATION OF PREMISES/DESCRIPTION OF PROPERTY I /^'.' N e.if mom space is required) Division/Location: Morrison/North Hills Culinary Center #18845 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED MOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IXSR RANCE POUCY NUMBER LILY EFFECTIVE POLICY EXPIRATION TYPE COVERED PROPERTY LIMITS LTR TYPE OFIHSU DATE IMMNOIYYI DATE IMMUDM) A X PROPERTY PR0002074(14) 9/30/2014 9/30/2015 BUILDING OAUSESOF LOSS DEDUCTIBLES X PERSONAL PROPERTY I 10,000,000. BASIC 'BUILDING BUSINESS INCOME BROAD (CONTENTS _ EXTRA EXPENSE X SPECIAL RENTAL VALUE •EARTHQUAKE I BLANKET BUILDING WIND BLANKET PEPS PROP I X FLOOD BLANKET BLDG&PP xI HAM included • CAUINLAND MARINE TYPE OF POLICY SES OF LOSS NAMED PERILS POLICY NUMBER CRIME __ TYPE BOILER 6 MACHINERYI EQUIPMENT BREAKDOWN — - SPECIAL CONONIONSIOTHER COVERAGES(AXach Acord 101,A edule,II more span Is required) Property policy covers property rented or leased by the Insured and personal property of oth re in the custody of the Insured. Business Interruption/Extra Expense Coverage is included. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Rosemead THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Michelle G. Ramirez, ACCORDANCE WITH THE POLICY PROVISIONS. Economic Development Administrator 8838 East Valley Blvd. AUT RUED REPRESENTATIVE Rosemead, CA 91]]0 dI ©1995-2009 ACORD CORPORATION.All rights reserved. ACORD 2412009109) The ACORD name and logo are registered marks of ACORD Co11:4526260 1151:1870416 Cert:22170269 AC° CERTIFICATE OF LIABILITY INSURANCE pagee1 of 2 09/29/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND.EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.Astatement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis of North Carolina, Inc. 'p o E - - FAX c/o 26 Century Blvd. EAT, 877-995-7378 AC.NO)_ _888-967_2378 -_ E.wed P. O. Box 305191 A nRFCC CertificateS@willis.COm - Nashville, TN 37230-5191 r`Ip URER/SNFFORDINGCOV=_RAGE _ -INSURED -RECEIVED _. INSORER A. National Union Fire Ina. Co. of Pittsburg: 19445-001 n Management SBecia}yyt/D��$EMEAD INSURER B'. New Hampshire Insurance Company 23841-001 dha Morrison Health Care. 1/ic INSURER C'.ACE American Insurance Company 22667-001 5801 Peachtree Dunvoatly Road Atlanta, GA 30342 OCT 1 4 2014 INSURERS.National Union Fire Ins. Co. of Pittsburg 19445-003 INSURER __ ccLL��5,prlCc INSURER O.. COVERAGES CERTIFICcr, gia g2::a 152418 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF IPibRONCF14ew tuETUW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITSSHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. -_ jp TR TYPE OFINSUPANCE Isar SWYnp POLICY NUMBER rMMiooyv OLIrm,vvy I LIMITS p ENERAL LIABILITY 2047510 9/30/2014 19/30/2015 EACHOCCIRRENCE 1,000,000 � DA wreAMAGE TO RENTED O X_I COMMERCIAL GENERAL LIABILITY PREMISES(FSOnte) 1,000,000 • CLAIMS-MADE OCCUR MED EXP(Any onammm X Contractual Liability I :PERSONAL&ADE INJURY 1,000,000_ GENERAL AGGREGATE 10,000,000_ GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS,COMP/OPAGG 1 5,000,000--, X POLICY 4 LOC A AUTOMOBILE LIABILITY ACS 3814762 9/30/2014 9/30/2015 EOMBIINED SINGLE LIMIT 5,000,000 A X ANY AUTO VA 3814763 9/30/2014 9/30/2015 BODILY INJURY(Per person) B ALL OWNED �SCHEDULED MA 3819769 9/30/2014 9/30/2015 PROPERTY accident) AUTOS AUTOS IN-D NEC PROPERTY DAMAGE HIRED AUTOS IA accident) x E 16 v hse Phy C uMBRELLtwa X accDR %L%G24563980 9/30/20199/30/2015 EACH OCCURRENCE 10.000,000 X EXCESS we CLAIMS-MADE' AGGREGATE - 10,000 000 I DED RETENTIONS B WORKERS COMPENSATION 028234473 9/30/2014 9/30/2015 X OLBY.114nlTS 1D=a ANOEMPLOYERS'LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE N N EL EACH ACCIDENT 2,000,000• OFFICER/MEMBER EXCLUDED? /A EL.DISEASE-EA EMPLOYEE 2,000,000 IINVnnaJs rsbepnoe. DESCRIPTION OF OPERATIONS below I EL.DISEASE-POLICY LIMIT 1 2,000,000 n I 2047502 9/30/2014 9/30/2015 Liquor Liability 1 $ 1,000,000 Each Co=on Cause I $10,000,000 Aggregate DESCRIPTION OF OPERATIONS I LOCATIONSI VEHICLES Attach knelt 101.Additional Remarks Schedule,if mon space is required) Division/Location: Morrison/North Hills Culinary Center 418845 See Attached CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Rosemead AUTHORIZEDREPRESENTATIVE Attn: Michelle G. ntmAdmi, Economic Development Administrator 8838 East Valley Blvd. Rose mead, CA 91]]0 41v6a� Co11:4525843 Tp1:1865742 Cert:22162418 ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 22011126 LOC#: 4C`°RO ADDITIONAL REMARKS SCHEDULE Page zof 2 AGENCY NAMED INSURED Morrison Management Specialists, Inc Willis of North Carolina, Inc. dba Morrison Health Care, Inc. Pout NUMBER - _ 5801 Peachtree Dunwoody Road Atlanta, GA 30342 See First Page CARRIER NAIL CODE See First Page EFFE ITC NEATE See First Page ADDRIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Garayekeepers Carrier: National Union Ins. Co. of Pittsburgh, PA NAIC 19445-001 Policy No. 3814763 Policy Period: 09/30/2014 to 09/30/2015 Limit: $1,500,000 SIR applies per terms and conditions of the policy. City f Rosemead, CA, the City its directors, officials officers, employees, agents and volunteers are included as Additional Insureds as respects General Liability and Auto Liability where required by written contract. It is further agreed that coverage under the General Liability and Auto Liability shall be Primary and Non-Contributory with any other Insurance in force for or which may be purchased by Additional Insureds where required by written contract. waiver of Subrogation in favor of Additional Insureds as respects to Worker's Compensation policy where required by written contract and permitted by law. ACORD101(2008/01) Co11:4525843 Tp1:1865742 Cert:22162418 ©2008 ACORD CORPORATION.AII rights reserved. The ACORD name and logo are registered marks of ACORD Compass Group USA,Inc. Policy Term: 09/30/2014 to 09/30/2015 Workers'Compensation and Employers Liability Policies Coverage Policy Number Cartier WC Coverage EL Limits Work 028234473 New Hampshire Insurance Co. Statutory 52,000,000 Bodily Injury by Accident-Each Accident Comp/EL NAIC 23841-001 52,000,000 Each Employee Bodily Injury by Disease Policy Covers States of:AL,AZ, 52,000,000 Policy Limit Bodily Injury by Disease CO,CT,DC,DE,HI,IA, ID,IN,KS, LA,MD,MI,MO,MS,MT,NE,NM, NV,NY,OK,OR,RI,SC,SD,TN, TX.VT.WV Work 028234474 New Hampshire Insurance Co. Statutory 52,000,000 Bodily Injury by Accident-Each Accident Comp/EL NAIC 23841-001 52,000,000 Each Employee Bodily Injury by Disease Policy Covers States of:AX,AR, 52,000,000 Policy Limit Bodily Injury by Disease GA,IL,KY,NC,NH,NJ,PA,UT, VA Work 028234475 New Hampshire Insurance Co. Statutory 52,000,000 Bodily Injury by Accident-Each Accident ComplEL NAIC 23841-001 52,000.000 Each Employee Bodily Injury by Disease Policy Covers States of: MA,ND, 52,000,000 Policy Limit Bodily Injury by Dis ease OH,WA,WI.WY Work 028234476 National Union Fire Insurance Statutory 52,000,000 Bodily Injury by Accident-Each Accident Comp/EL Co.of Pittsburgh PA 52,000,000 Each Employee Bodily Injury by Disease NAIC 19445-001 52,000,000 Policy Limit Bodily Injury by Disease Policy Covers State of:CA Work 028234477 Illinois National Insurance Co. Statutory $2,000,000 Bodily Injury by Accident-Each Accident Comp/EL NAIC 23817-001 52,000,000 Each Employee Bodily Injury by Disease Policy Covers State of:FL 52,000.000 Policy Limit Bodily Injury by Disease Work 028234478 New Hampshire Insurance Co. Statutory 52,000,000 Bodily Injury by Accident-Each Accident Comp/EL NAIC 23841-001 52,000,000 Each Employee Bodily Injury by Disease Policy Covers State of:ME 52,000,000 Policy Limit Bodily Injury by Disease Work 028234479 New Hampshire Insurance Co, Statutory 52,000,000 Bodily injury by Accident-Each Accident Comp/EL NAIC 23841-001 52,000,000 Each Employee Bodily Injury by Disease Policy Covers State of:MN 52,000,000 Policy Limit Bodily Injury by Disease ',G A ID °® CERTIFICATE OF PROPERTY INSURANCEp 1 of 1 09/25/2 13 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. If this certificate is being prepared for a party who has an insurable interest in the property, do not use this form. Use ACORD 27 or ACORD 28. PRODUCER CONTACT Willie of North Carolina, Inc. c/o 26 Century Blvd. P. O. Box 305191 PHONE 877 - 945 -7378 FAX 888 - 467 -2378 E A -MIL certificates@willis.com Nashville, TN 37230 -5191 PRODUCER ,22011126 INSURER(S) AFFORDING COVERAGE NAIC4 INSURED Morrison Management Specialists, Inc INSURERA: Westchester Fire Insurance Company 21121 -001 dba Morrison Health Care, Inc. 5801 Peachtree Dunwoody Road INSURER B: BASIC BUILDING $ Atlanta, GA 30342 INSURER C: $ INSURER D: SPECIAL INSURER E: EARTHQUAKE INSURER F: $ COVERAGES CERTIFICATE NUMBER: 20445411 REVISION NUMBER: LOCATION OF PREMISES/DESCRIPnON OF PROPERTY (Attach Acerd 101, ACditonal Remarks Schedule, if more space is required) THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TypE OFINSURANCE POLICY NUMBER POLICY EFFECTIVE DATE(MM/DWYV) POLICY EXPIRATION DATE(MWDD/YY) COVERED PROPERTY LIMITS 8838 B. Valley Boulevard Rosemead, CA 91770 PROPERTY DEDUCTIBLES BUILDING PERSONALPROPERTY BUSINESS INCOME EXTRA EXPENSE RENTALVALUE BLANKET BUILDING BLANKET PERS PROP BLANKET BLDG &PP $ CAUSESOFLOSS. $ BASIC BUILDING $ BROAD $ CONTENTS SPECIAL $ EARTHQUAKE $ WIND $ FLOOD $ S $ INLAND MARINE NAMED PERILS TYPE OF POLICY $ CAUSESOFLOSS $ POLICY NUMBER $ A X CRIME TYPEOFPOLICY Commercial Crime DON G2364227A 005 9/30/2013 9/30/2014 X X X Employee Theft 3rd Part Cc $ 5,000,000. S $ 5,000,000. BOILER & MACHINERY/ EQUIPMENT BREAKDOWN $ $ $ $ SPECIAL CONDITIONS/ OTHER COVERAGES ( Aeach Acord 101, Additonal Remarks Schedule, if romespace Is required) Coverage includes Employee Dishonesty and Third Party Crime as required by written contract. CERTIFICATE HOLDER CANCELLATION ©1995 -2009 ACORD CORPORATION. All rights reserved. ACORD 24 (2009109) The ACORD name and logo are registered marks of ACORD Coll:4221120 Tpl:1708378 Cert:20445411 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Michelle Ramirez AUT RIZE 8838 B. Valley Boulevard Rosemead, CA 91770 g REPRESENTATIVE Axvr{*4 ©1995 -2009 ACORD CORPORATION. All rights reserved. ACORD 24 (2009109) The ACORD name and logo are registered marks of ACORD Coll:4221120 Tpl:1708378 Cert:20445411 A� °® CERTIFICATE OF LIABILITY INSURANCE page 1 of 2 1 09/20/2013) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis of North Carolina, Inc. c/o 26 Century Blvd. P. O. Box 305191 PHONE FA% 877 - 945 -7378 888- 467 -2378 E -MAIL certificates@willis.com 372305191 Nashville, TN _____ ' r- INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: National Union Fire Ins. Co. of Pittsburg 19445 -001 I i INSURED I Morrison Mana♦3ement Special3sta, .. Inc INSURERS New Hampshire Insurance Company 23841 -001 INSURERC: ACE American Insurance Company 22667 -001 2400 Yor1®ontl Road Charlotte, NCI 28217 46 I } c! I ) J INSURERD: National Union Fire Ina. Co. of Pittsburg 19445 -003 I INSURER E: CLAIMS- MADEI X IOCCUR COVERAGES CERTIPICATE NUMBER:203 §7310 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED. BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDINeANY REQUIREMENT'; TERM "OR - CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR rypE OFINSURANCE DD' SUB pOLICV NUMBER POLICY EFF POLICY EXP LIMITS Attn: A GENERALLIABILITY e B38 E. Valley Boulevard 5302623 9/3 0/2 013 9/30/2014 EACHOCCURRENCE $ 1,000,000 PREMISES(Ea occurence $ 1 • COMMERCIAL GENERAL LIABILITY CLAIMS- MADEI X IOCCUR MED EXP(Any one person) $ PERSONAL &ADV INJURY $ 1,000,000 • Contractual Liability GENERALAGGREGATE $ 10,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS- COMP /OP AGO $ 5 $ X POLICY PRO- LOC A AUTOMOBILE LIABILITY ADS 6403854 9/30/2013 9/30/2014 C(Ea aOMBINEDSINGLE LIMIT ccident) $ 5 BODILY INJURY(Per person) $ A X ANY AUTO VA 6403855 9/30/2013 9/30/2014 B ALLOWNED SCHEDULED AUTOS AUTOS MA 6403856 9/30/2013 9/30/2014 BODILY INJURY(Per accident) $ PROPERTY DAMAGE (Peraccidenl) $ HIRED AUTOS NON OWNED AUTOS $ X Self Ina. Ph Dam8 e C UMBRELLALU.B X OCCUR XLXG24563480 9/30/2013 9/30/2014 EACH OCCURRENCE $ 10,000,000 X AGGREGATE $ 10 00Q 000 EXCESS LIAR CLAIMS -MADE DED I IRETENTION$ $ B WORKERS COMPENSATION 015630643 9/30/2013 9/30/2014 X CSTAT - oT - EH AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE � OFFICER/MEMBER EXCLUDED? f Mandatory in NH) f es,descnbe under DESCRIPTION OF OPERATIONS below N/A E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE -EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 D 5302624 9/30/2013 9/30/2014 Liquor Liability $ 1,000,000 Each Common Cause $10,000,000 Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES(Attach Acord 101, Additonal Remarks Schedule, if more space is required) - See Attached CERTIFICATE HOLDER CANCELLATION Coll:4216430 Tpl:1704079 Cert:20397310 © 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Rosemead AUTHORIZED REPRESENTATIVE Attn: Michelle Ramirez e B38 E. Valley Boulevard Rosemead, CA 91770 A113*4 Coll:4216430 Tpl:1704079 Cert:20397310 © 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD- AGENCY CUSTOMER ID: LOC #: A ADDITIONAL REMARKS SCHEDULE Pa 9 of 2 AGENCY NAMED INSURED Morrison Management Specialists, Inc Willis of North Carolina, Inc. 2400 Yorkmont Road Charlotte, NC 28217-4611 POLICY NUMBER See First Page CARRIER NAIC CODE EFFECTIVE DATE: See First Page See First Page AUUI I IUNAL HEMAHKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, cnou nu Inn000. 25 ononn TITI o. CERTIFICATE OF LIABILITY INSURANCE Union Ins. Co. of Pittsburgh, PA Policy No. 6403854 Policy Period: 09/30/2013 to 09/30/2014 Limit: $1,500,000 SIR applies per terms and conditions of the policy. ACORD 101(2008/01) Coll:4216430 Tpl:1704079 Cert:20397310 ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Compass Group USA, Inc. Policy Term: 09/30/2013 to 09/30/2014 Workers' Compensation and Employers Liability Policies Coverage Policy Number Carrier WC Coverage EL Limits Work 015630643 New Hampshire Insurance Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Company $2,000,000 Each Employee Bodily Injury by Disease NAIC 23841 -001 $2,000,000 Policy Limit Bodily Injury by Disease Policy Covers States of: AL, AZ, CO, CT, DC, DE, IA, ID, IN, KS, LA, MD, MI, MO, MS, MT, NE, NM, NV, NY, OK, OR, RI, SC, SO, TN, TY_ VT. W V Work 015630644 New Hampshire Insurance Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Company $2,000,000 Each Employee Bodily Injury by Disease NAIC 23841 -001 $2,000,000 Policy Limit Bodily Injury by Disease Policy Covers States of: IL, KY, NC. NH. UT Work 015630645 New Hampshire Insurance Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Company $2,000,000 Each Employee Bodily Injury by Disease NAIC 23841 -001 $2,000,000 Policy Limit Bodily Injury by Disease Policy Covers States of: AK, AR, GA. VA Work 015630646 New Hampshire Insurance Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Company $2,000,000 Each Employee Bodily Injury by Disease NAIC 23841 -001 $2,000,000 Policy Limit Bodily Injury by Disease Policy Covers States of: MA, NO, OH. WA, WI. WY Work 015630647 New Hampshire Insurance Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Company $2,000,000 Each Employee Bodily Injury by Disease NAIC 23841 -001 $2,000,000 Policy Limit Bodily Injury by Disease Policv Covers States of: NJ. PA Work 015630648 National Union Fire Insurance Statutory $2,000,000 Bodily Injury by Accident- Each Accident Comp/EL Company $2,000,000 Each Employee Bodily Injury by Disease NAIC 19445 -001 $2,000,000 Policy Limit Bodily Injury by Disease Policv Covers State of CA Work 015630649 Illinois National Insurance Statutory $2,000 Bodily Injury by Accident - Each Accident Comp /EL - Company $2,000,000 Each Employee Bodily Injury by Disease NAIC 23817 -001 $2,000,000 Policy Limit Bodily Injury by Disease Policv Covers State of FL Work 015630650 New Hampshire Insurance Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Company $2,000,000 Each Employee Bodily Injury by Disease NAIC 23841.001 $2,000,000 Policy Limit Bodily Injury by Disease Policv Covers State of ME Work 015630651 New Hampshire Insurance Statutory $2,000,000 Bodily Injury by Accident- Each Accident Comp/EL Company $2,000,000 Each Employee Bodily Injury by Disease NAIC 23841 -001 $2,000,000 Policy Limit Bodily Injury by Disease A� h® CERTIFICATE OF PROPERTY INSURANCE page 1 of 2 09/23/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. If this certificate is being prepared for a party who has an insurable interest in the property, do not use this form. Use ACORD 27 or ACORD 28. PRODUCER Willis of North Carolina, Inc. c/o 26 Century Blvd. P. O. Box 305191 Nashville, TN 37230 -5191 CONTACT PHONE FAX Air NG Fxn 877- 945 -7378 888- 467 -2378 E -MAIL certificates@willis.com PRODUCER .22011126 INSURER(S) AFFORDING COVERAGE NAICM INSURED Compass Group USA, Inc. 2400 Yorkmont Road Charlotte, NC 28217 INSURERA: AMA Insurance Company 33022 -003 INSURER e: 9/30/2014 INSURERC: BUILDING PERSONALPROPERTY BUSINESS INCOME EXTRA EXPENSE RENTALVALUE BLANKETBUILDING BLANKETPERSPROP BLANKET BLDG & PP B &M INSURER D: CAUSESOFLOSS INSURER E: INSURER F: BUILDING COVERAGES CERTIFICATE NUMBER: 20427468 REVISION NUMBER: LOCATION OF PREMISES/DESCRIPTION OF PROPERTY ( Atach Acord 101, Addltonal Remarks Schedule, ff mare space la required) THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OFINSURANCE POLICYNUMBER POLICY EFFECTIVE DATE (MM/OD/YV) POLICY EXPIRATION DATE(MM/ODNY) COVERED PROPERTY LIMrrS A X PROPERTY DEDUCTIBLES PR0002074 . - -- - - - - ,. IV -- -- - i 9/30/2013 - 9/30/2014 X X BUILDING PERSONALPROPERTY BUSINESS INCOME EXTRA EXPENSE RENTALVALUE BLANKETBUILDING BLANKETPERSPROP BLANKET BLDG & PP B &M $ CAUSESOFLOSS $ 10,000,000. BASIC BUILDING $ BROAD $ CONTENTS X SPECIAL $ EARTHQUAKE $ WIND $ X FLOOD $ $Included $ INLAND MARINE NAMED PERILS TYPEOFPOLICV $ CAUSESOFLOSS $ POLICY NUMBER $ CRIME TYPE OF POLICY $ $ BOILER &MACHINERY/ EQUIPMENT BREAKDOWN - S $ $ SPECIAL CONDITIONSIOTHER COVERAGES (Attach Aeord 101, Additonal Remark. Schedule, it more apace is required) NAMED INSURED(S): Morrison Management Specialists, Inc Property policy covers property rented or leased by the Insured and personal property of others in the custody of the Insured. Business Interruption /Extra Expense Coverage is included. CERTIFICATE HOLDER CANCELLATION O 1995 -2009 ACORD CORPORATION. All rights reserved. ACORD 24 (2009/09) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Michelle Ramirez AUT RIZED REPRESENTATIVE 8838 E. Valley Boulevard Rosemead, CA 91770 O 1995 -2009 ACORD CORPORATION. All rights reserved. ACORD 24 (2009/09) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE Pa 2 of 2 AGENCY NAMED INSURED Compass Group USA, Inc. Willis of North Carolina, Inc. 2400 Yorkmont Charlotte, NC Road 28217 POLICY NUMBER PR0002074 CARRIER NAIC CODE EFFECTIVEDATE: 0930/2013 AXA Insurance Company 33022 -003 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 24 FORMTITLE: CERTIFICATE OF PROPERTY INSURANCE ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD M CITY OF ROSEMEAD PROFESSIONAL SERVICE AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 23rd day of April, 2013 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 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 has approved the provision of federal funds under the ACT to be used to provide a Senior Nutrition Program ( "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 exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2013 to June 30, 2014; and may be extended for up to two (2) additional years by the City, 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 2 of 18 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 "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 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; and, Hector Lepe, Assistant Manager /Production. 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 3 of 18 3.2.6 Contractor's Representative Contractor hereby designates Nader Poursadeghi, Director of Food and Nutrition Services, 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 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. 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 4 of 18 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 Agreementllocation 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, 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 Morrison Management Specialists, Inc. Professional Service Agreement Page 5 of 18 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 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 Morrison Management Specialists, Inc. Professional Service Agreement Page 6 of 18 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 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. 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. (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 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 Morrison Management Specialists, Inc. Professional Service Agreement Page 7 of 18 (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 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 8 of 18 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 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 Morrison Management Specialists, Inc. Professional Service Agreement Page 9 of 18 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 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 rider 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 protectthe 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 10 of 18 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. 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, o S Fiwt, 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 "A" attached hereto and incorporated herein by reference. The total compensation shall not exceed two dollar and ninety -six cents, ?1r) per meal, for a maximum of 900 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 11 of 18 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 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 withoutwritten authorization from City's Representative. 3.3.5 Prevailing Wailes Contractor is aware of the requirements of California Labor Code Section 1720, et sec l., 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 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 12 of 18 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. CONTRACTOR: Morrison Management Specialists, Inc. dba Morrison Health Care, Inc. Western Regional Office 1727 Axenty Way Redondo Beach, California 90278 Attn: Ed Clark, Vice President, Western Region CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director 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 Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 13 of 18 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 1968. (B) Requirements relating to equal employment opportunities.. (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 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. 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 (ii). Any program income on had when this agreement expires, or received after this Agreement's 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 City's 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 -CDBG 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 Ownership 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 Morrison Management Specialists, Inc. Professional Service Agreement Page 14 of 18 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 otherthan 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 notwithin 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 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 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 15 of 18 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, 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; 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. 3.5.15 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 16 of 18 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 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 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 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 17 of 18 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, 2013. CITY OF ROSEMEAD MORRISON MANAGEMENT SPECIALISTS, INC. DBA MORRISON HEALTH CARE, INC. BY: BY: �- zr,�' eff Allred Ed C k, City Manager Vice President, Western Region Attest I► "FOU . LF -111�� .. - City Clerk Approved as to Form: r By: Rachel Richman Burke, Williams & Sorensen, LLP City Attorney Morrison Management Specialists, Inc. Professional Service Agreement Page 18 of 18 EXHIBIT A SCHEDULE OF SERVICES MORRISON I A MemM d da Cespz+s 4nR.+'' Section 1 Required Forms great people great service great results Exhibit "A" 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 180 calendar days from the date of the Proposal. 2. To comply with the provisions in the above - referenced documents. 3. Price shall include bulk food items, beverage, preparation, supplies, utensils, condiments and equipment for a complete meal and delivery of above items. 1 will provide 600 meals per week (Monday - Friday) for the initial 52 weeks (1st year) for the lump sum price of: _ Ninety -five Thousand One Hundred Sixty dollars and no cents $ 95,160.00 (Price in longhand) (Dollars) Cost Per Meal per Person ( $3.05 In addition, I will provide 600 meals per week (Monday - Friday) for the second 52 week period (2nd. year) for the lump sum price of: Ninety-rive Thousand One Hundred $ 95,160.00 (plus the annual CPIU Sixty dollars and no cents not to exceed 4 %)* (plus the annual CPIU not to exceed 4 %)* (Dollars) (Price in longhand) Cost Per Meal Per Person ( $3.05 ) (plus the annual CPHJ not to exceed 4 %)* I will provide 600 meals per week (Monday for the lump sum price of: Ninety-five Thousand One Hundred Sixty dollars and no cents (plus the CPIU for the second year, plus the CPIU for the third year not to exceed 4 %annually)* - Friday) for the third 52 week period (3rd. year) $95,160.00 (plus the annual CPIU for the second year, plus the CPHJ for the third year not to exceed 4% annuallv)* (Dollars) (Price in longhand) Cost Per Meal Per Person $3.05 (plus the 2 annual CPI Js not to exceed 4% each annually)* *Corresponding to the annual increase in the Consumer Price Index, US for Los AngelesLong 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 Sole Proprietor A Partnership BY: Edward Clark DATE: 11/28/12 SIGNATURE: U' � ( e"Lf ADDRESS: 1727 Axenty Way, Redondo Beach, CA 90278 Exhibit "A" Senior Nutrition Services Exhibit `B" SPECIFICATIONS SENIOR NUTRITION PROGRAM 8.0 LIST OF SUBCONTRACTORS The following is a true and complete list showing the name and location of the place of business of teach 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 Subcontractor's Name and Business Address NONE NSA Exhibit `B" Senior Nutrition Services 9.0 CONTRACTOR'S CERTIFICATE - Rezardin¢ 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. i ld�U ,Vc Signature Regional Vice President Title _ 11/28/2012 Date Edward Clark@lamMorrison.com Email Clark@lamMorrison.com Phone Number (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.) Exhibit `B" Senior Nutrition Services 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 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, Joyce Kruesopon, 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 50 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 Health Care Division -- A Division of Morrison Restaurants Inc. Morrison Hospitality Group -- A Division of Morrison Restaurants Inc. Morrison Custom Management -- A Division of Morrison Incorporated Morrison Management Services -- A Division of Morrison Incorporated Exhibit `B" Senior Nutrition Services 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: June, 1999 Georgia Adrian L. Meredith Jack Lawless, Division Vice President MHFS Edward Clark, Regional Vice President MHFS Charles Palmer Brown Gary Zauf 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): �� 5. If other than a corporation or partnership, describe organization and name principals: N/A 6. List years, makes and models of delivery vehicles used to transport meals to Rosemead Program: 2009 -- Ford S34 E350 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 an 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 separate sheet, list the current contracts your organization has including the name of the company, contact name, phone number, contract amount, length of time you have had the contract. - -see Section 2 - References Exhibit `B" Senior Nutrition Services 13. On a separate sheet, list contracts your organization has completed in the past five (5) years, giving the name of the company, contact name, 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. US Foodservice, Phoenix, AZ- Danielle Lovosco 480.606 5618 3. If additional credit information is required, please contact the Credit Departmen at 251.461.3020 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 11/23/11 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 Exhibit °B" Senior Nutrition Services 18. Dated on this 28_ day of November . 2012. Name of Organization: Morrison Management Specialists, Inc, dba Morrison Health Care, Inc. By: �iCyr Title:_ Regional Vice President Edward Clark Signature Name Regional Vice President Title 310.798.4017 Phone Number Morrison Management Specialists, Inc. dba Morrison Health Care, Inc Organization . 11/28/2012 Date Exhibit `B" Senior Nutrition Services AeC)R °® CERTIFICATE OF PROPERTY INSURANCE 1 of 1 09/ 7/2 2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. If this certificate is being prepared for a party who has an insurable interest in the property, do not use this form. Use ACORD 27 or ACORD 28. PRODUCER CONTACT Willis of North Carolina, Inc. c/o 26 Century Blvd. P. O. Box 305191 PHONE 877 - 945 -7378 FAIL 888 - 467 -2378 IJC E-IL MA certificatesOwillis.com Nashville, TN 37230 -5191 PRODUCER .22011126 INSURER(S) AFFORDING COVERAGE NAIC# INSURED Morrison Management Specialists, Inc INSURER A: Westchester Fire Insurance Company 21121 -001 INSURERS: dba Morrison Health Care, Inc. 5801 Peachtree Dunwood Road INSURERC: $ Atlanta, GA 30342 INSURER D: $ CONTENTS INSURER E: SPECIAL $ INSURER F. EARTHQUAKE COVERAGES CERTIFICATE NUMBER: 18628366 REVISION NUMBER: LOCATION OF PREMISESIDESCRIPTION OF PROPERTY(Attach Acord 101, Adtlitonal Remarks Schedule, if mare space is required) THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPEOFINSURANCE POLICYNUMBER POLICY EFFECTIVE DATE(MM/DDNY) POLICYEXPIRATION DATE(MM/DO/VY) COVERED PROPERTY LIMITS 8838 R. Valley Boulevard Rosemead, CA 91770 PROPERTY DEDUCTIBLES —^� r t - I7 M *7 j gg y � t I BUILDING PERSONALPROPERTY BUSINESSINCOME EXTRA EXPENSE RENTAL VALUE BLANKET BUILDING BLANKET PERS PROP BLANKET BLDG &PP $ CAUSESOFLOSS $ BASIC BUILDING $ BROAD $ CONTENTS SPECIAL $ EARTHQUAKE $ WIND $ FLOOD $ $ INLAND MARINE OF LOSS NAMED PERILS TYPE OF POLICY AD _ `r �' ���'- _.._ " ""���_- � - —. $ CAUSES $ POLICYNUMBER $ $ A X CRIME TYPE OF POLICY Commercial Crime DON G2364227A 004 9/30/2012 9/30/2013 X X X Rmployee Theft 3rd Part Cc $ 5,000,000. $ $ 5,000,000. BOILER &MACHINERY/ EOUIPMENT BREAKDOWN $ SPECIAL CONDITIONS/OTHER COVERAGES (Attach Acord 101, Adtlitonal Remarks Schedule, If more space is required) Coverage includes Employee Dishonesty and Third Party Crime as required by written contract. CERTIFICATE HOLDER CANCELLATION B 1995 -2009 ACORD CORPORATION. All rights reserved. ACORD 24 (2009/09) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Michelle Ramirez AUT RIZED REPRESENTATIVE 8838 R. Valley Boulevard Rosemead, CA 91770 ^�-VAC*4 B 1995 -2009 ACORD CORPORATION. All rights reserved. ACORD 24 (2009/09) The ACORD name and logo are registered marks of ACORD A� °® CERTIFICATE OF LIABILITY INSURANCE Page 1 of 2 09/25/2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis of North Carolina, Inc. c/o 26 Century Blvd. P. o. Box 305191 PHONE FAX 877 - 945 -7378 888- 467 -2378 E -MAIL certificates@willis.com Annprss Nashville, IN 37230 -5191 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: National union Fire Ina. Co. Of Pittsburg 19445 -001 9/30/2013 INSURED Morrison Management Specialists, Inc New Hampshire Insurance Company INSURER B: P mp Y 23841 -001 INSURERC: ACE American Insurance Company 22667 -001 2400 Yorkmont Road Charlotte, NC 28217 -4611 INSURER D: National union Fire Ina. Co. of Pittsburg 19495 -003 INSURER E: INSURERF: COVERAGES CERTIFICATE NUMBER: 1857 843 0 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAYHAVEBE d,BED BY PAID CLAIMS. INSN TYPE OF INSURANCE ftDD' w -, UMPF R .,. PDLVCY NM .PO),IC EFF' POLICYEXP LIMITS Rosemead, CA 91770 A GENERAL LIABILITY 71.464'24 - 9/y Q/2012 9/30/2013 EACHOCCURRENCE $ 1, 000,000 DAMAGETO RENTED PREMISES Eaoccurence $ 1,000,000 X COMMERCIAL GENERAL LIABILITY -" ) CLAIMS-MADEIXI OCCUR �I" s MED EXP(Anyoneperson) $ PERSONAL &ADV INJURY $ 1,000,000 X Contractual Liability ° 1t ', C GENERAL AGGREGATE $ 10,000,000 I t( .2. '� GE1 R 71-IMIT APPLIES PER: X POLICV PRO LOC PRODUCTS- COMP /OP AGG $ 5 $ • AUTOMOBILE LIABILITY -. _ - O3Q.a'72- J - ° - ^'° 9" /3'�r2�012 9/30/2013 COMBINED SINGLE LIMIT (Eaacciden0 $ 5 BODILY INJURY(Perperson) $ • X ANYAUTO VA 3447247 9/30/2012 9/30/2013 B ALLOWNED SCHEDULED AUTOS AUTOS MA 3447248 9/30/2012 9/30/2013 BODILY INJURY(Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Peraccident) $ X Ph e $ C UMBRELLA LIAR X OCCUR XLXG2456348012/13 9/30/2012 9/30/2013 EACHOCCURRENCE $ 10 QOQ QOO X AGGREGATE $ 10, 000,000 EXCESS LIAB CLAIMS -MADE DED RETENTION$ $ B WORKERS COMPENSATION ADS 043464664 9/30/2012 9/30/2013 X WC Sraru. oT - TORY IMIIS ER AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNEFVEXECLMVEM OFFICER/MEMBER EXCLUDED? f Mandaknyin NH) F yes, describe under DESCRIPTIONOF OPERATIONS below N/A E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EAEMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT I s 2,000,000 D 7146425 9/30/2012 9/30/2013 Liquor Liability $ 1,000,000 Each Common Cause $10,000,000 Aggregate DESCRIPTION OF OPERATIONS /LOCATIONS / VEHICLES (Attach Acord 101, Additonal Remarks Schedule, ff more space is required) See Attached CERTIFICATE HOLDER CANCELLATION Coll:3868362 Tpl:1519539 Cert:18578430 01988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Rosemead AUTHORIZED REPRESENTATIVE Attn: Michelle Ramirez 8838 E. Valley Boulevard Rosemead, CA 91770 IJCvr*4 Coll:3868362 Tpl:1519539 Cert:18578430 01988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC #: A °R°® ADDITIONAL REMARKS SCHEDULE Page 9 of 2 AGENCY NAMEDINSURED Morrison Management Specialists, Inc Willis of North Carolina, Inc. 2400 Yorkmont Road Charlotte, NC 28217 -4611 POLICY NUMBER See First Page CARRIER NAIC CODE EFFECTIVEDATE: See First Page See First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, pnum NI IIIRRFn. 25 Cncne TITI c. CERTIFICATE OF LIABILITY INSURANCE Garagekeepers Carrier: National Union Ins. Co. of Pittsburgh, PA NAIC 19445 -001 Policy No. 3447246 Policy Period: 09/30/2012 to 09/30/2013 Auto Only (Each Accident) $5,00 0 0 SIR applies per terms and conditions of the policy. ACORD 101(2008/01) Coll:3868362 Tpl:1519539 Cert:18578430 ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Compass Group USA, Inc. Policy Term: 09/30/2012 to 09/3012013 Workers' Compensation and Employers Liability Policies Coverage Policy Number Carrier WC Coverage EL Limits Work 043464664 New Hampshire Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Insurance $2,000,000 Each Employee Bodily Injury by Disease Pittsburgh Company $2,000,000 Policy Limit Bodily Injury by Disease NAIC 23841 -001 Primary Policy - covers state of Work 043464665 National Union Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Fire Ins. Co. of $2,000,000 Each Employee Bodily Injury by Disease Pittsburgh $2,000,000 Policy Limit Bodily Injury by Disease NAIC 19445 -001 - covers state of CA Work 043464666 Illinois National Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Insurance $2,000,000 Each Employee Bodily Injury by Disease Company $2,000,000 Policy Limit Bodily Injury by Disease NAIC 23841 -001 - covers states of MA, ND, OH, WA, WI, WY Work 043464667 Illinois National Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Insurance Co. $2,000,000 Each Employee Bodily Injury by Disease NAIC 23817 -001 $2,000,000 Policy Limit Bodily Injury by Disease - covers state of FL Work 043464671 New Hampshire Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Insurance $2,000,000 Each Employee Bodily Injury by Disease Company $2,000,000 Policy Limit Bodily Injury by Disease NAIC 23841 -001 - covers state of MN yIl' r A� °® CERTIFICATE OF LIABILITY INSURANCE 012 page 1 of 2 09/25/ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis of North Carolina, Inc. PHONE FAX c/o 26 Century Blvd. 877- 945 -7378 888- 467 -2378 E AIL certificatesC�willis P. 0. Box 305191 EACH OCCURRENCE $ 11000,000 Nashville, TN 37230- 191, ) `^ I $ 11000,000 INSURER(S)AFFORDINGCOVERAGE NAIC# INSURER*: National Union Fire Ins. Co. of Pittsburg 19445 -001 h 0. '•'._ INSURED Morrison Management Specialists, Inc. INSURER : New Hampshire Insurance Company 23841 -001 61NSURER : ACE American Insurance Company 22667 -001 dba Morrison Health Case, Inept is f'4.ili- 5801 Peachtree Dunwoo Road Atlanta, GA 30342 ___)INSURER A National Union Fire Ina. Co. of Pittsburg 19445 -003 INSURER E MED EXP (Any one person) $ PERSONAL& ADV INJURY $ 1 INSURER F: COVERAGES CERTIFICATE N(11r M''R!a - 994 e5s ' - "'T "` A REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE DD' SUB POLICY NUMBER POLICY EFF POLICY EXP LIMITS A GENERAL LIABILITY y 7146424 9/30/2012 9/30/2013 EACH OCCURRENCE $ 11000,000 PREMISES Eaoccurence $ 11000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR MED EXP (Any one person) $ PERSONAL& ADV INJURY $ 1 X Contractual Liability GENERAL AGGREGATE $ 10,000,000 GEN'L AGGREGATE LIMITAPPLIES PER: PRODUCTS - COMP/OP AGG $ 5,000,000 X I POLICY PRO LOC • AUTOMOBILE LIABILITY y AOS 3447246 9/30/2012 9/30/2013 COMBINED SINGLE LIMIT (Ea accident) 5 000,000 $ , BODILY INJURY(Per person) $ • X ANYAUTO y VA 3447247 9/30/2012 9/30/2013 B ALLOWNED SCHEDULED AUTOS AUTOS y MA 3447248 9/30/2012 9/30/2013 BODILYINJURY(Peraccident) $ HIREDAUTOS NON -OWNED AUTOS PROPERTYDAMAGE (Per accident) $ X Ph e $ C UMBRELLALIAB X OCCUR y XLXG2456348012/13 9/30/2012 9/30/2013 EACHOCCURRENCE $ 10,000,000 X AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE DED I RETENTION $ $ B WORKERS COMPENSATION ADS 043464664 9/30/2012 9/3 0/2 013 X AT - T rp AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE� OFFICER/MEMBER EXCLUDED? ((Mandatory in NH) ff yes, describe under DESCRIPTION OF OPERATIONS below N/A E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 D 7146425 9/30/2012 9/30/2013 Liquor Liability $ 1,000,000 Each Common Cause $10,000,000 Aggregate DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (Attach Acord 101, Additonal Remarks Schedule, if more space is required) See Attached CERTIFICATE HOLDER CANCELLATION Coll:3868362 Tpl:1519518 Cert:18579665 © 1988- 2010ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Rosemead AUTHORIZED REPRESENTATIVE Attn: Michael Neal 8838 East Valley Boulevard Rosemead, CA 91770 Coll:3868362 Tpl:1519518 Cert:18579665 © 1988- 2010ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 22011126 LOC #: A °® ADDITIONAL REMARKS SCHEDULE Paged of 2 AGENCY NAMED INSURED Morrison Management Specialists, Inc Willis of North Carolina, Inc. dba Morrison Health Care, Inc. 5801 Peachtree Dunwood Road POLICY NUMBER Atlanta, GA 30342 See First Page CARRIER NAIC CODE I EFFECTIVEDATE: See First Page See First Page ADDITIONAL HEMAHKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Garagekeepers Carrier: National Union Ins. Co. of Pittsburgh, PA NAIC 19445 -001 Policy No. 3447246 Polic Period: 09/30/2012 to 09/30/2013 Auto &ly (Each Accident) $5,000,000 SIR applies per terms and conditions of the policy. City of Rosemead, its directors, officials, officers, employees, agents and volunteers are included as Additional Insureds excluding Workers' Compensation and Employers' Liability where required by written contract. Waiver of Subrogation in favor of City of Rosemead, its directors, officials, officers, employees, agents and volunteers as respects Workers' Compensation policy where required by written contract as permitted by law. ACORD 101 (2008/01) Coll:3868362 Tpl:1519518 Cert:18579665 (9ZUUt5AI: VFiuGVKF1 .)KAllVlv. Ali ngnisreservea. The ACORD name and logo are registered marks of ACORD Compass Group USA, Inc. Policy Term: 09/3012012 to 09/30/2013 Workers' Compensation and Employers Liability Policies Coverage Policy Number Carrier WC Coverage EL Limits Work 043464664 New Hampshire Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Insurance $2,000,000 Each Employee Bodily Injury by Disease Company $2,000,000 Policy Limit Bodily Injury by Disease NAIC 23841 -001 Primary Policy Work 043464665 National Union Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Fire Ins. Co. of $2,000,000 Each Employee Bodily Injury by Disease Pittsburgh $2,000,000 Policy Limit Bodily Injury by Disease NAIC 19445 -001 - covers state of CA Work 043464666 Illinois National Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Insurance $2,000,000 Each Employee Bodily Injury by Disease Company $2,000,000 Policy Limit Bodily Injury by Disease NAIC 23841 -001 - covers states of MA, ND, OH, WA, WI, WY Work 043464667 Illinois National Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Insurance Co. $2,000,000 Each Employee Bodily Injury by Disease NAIC 23817 -001 $2,000,000 Policy Limit Bodily Injury by Disease - covers state of FL Work 043464671 New Hampshire Statutory $2,000,000 Bodily Injury by Accident - Each Accident Comp /EL Insurance $2,000,000 Each Employee Bodily Injury by Disease Company $2,000,000 Policy Limit Bodily Injury by Disease NAIC 23841 -001 - covers state of MN MAYOR: SANDRA ARMENTA MAYOR PRO TEM: POLLY LOW COUNCIL MEMBERS: BILL ALARCON MARGARET CLARK STEVEN LY August 14, 2012 ifc oscmcad 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569 -2100 FAX (626) 307 -9218 Mr. Edward Clark, Vice President, Western Region Morrison Management Specialists Western Regional Office 1727 Axenty Way Redondo Beach, California 90278 Subject: Extension of Agreement for Senior Nutrition Program Fiscal Year 2012 -13 City of Rosemead Dear Mr. Clark: The subject agreement, which has been in effect for the past one (1) year, may be extended for two (2) additional years. Pursuant to your original bid and Exhibit "B" of the Agreement and based on your firm's performance over the past year, the City of Rosemead wishes to extend the term of the agreement for an additional twelve -month period beginning July 1, 2012 and ending June 30, 2013. The maximum compensation for the services provided during this period shall be for a total approved cost of $41,721. All other provisions shall remain in full force and effect. If the extension of Agreement on these terms and conditions is acceptable to Morrison Management Specialist, please so indicate in the space provided below and return this letter by Thursday, August 23, 2012. Once received, the Agreement will be fully executed for an additional year. If you have any questions, please feel free to contact the City's Community Development Director, Michelle G. Ramirez, at (626) 569 -2158. We look forward to continuing our working relationship. Very truly yours, CITY OF ROSEMEAD 4A JEFF ALL D City Manager Approved and Accepted by, MORRISON MANAGEMENT SPECIALIST e r alMAK4 1/ Vice President, Morrison Management Specialist EXHIBIT B SCHEDULE OF SERVICES 5 Zvi( o,r N.{,� h&-- Exhibit "A" 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 180 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 900 meals per week (Monday lump sum price of: One hundred thirty-eight thousand five hundred twenty-eight dollars and - Friday) for the initial 52 weeks (1st year) for the $138,528.00 (dollars) no cents (Price in longhand) Cost Per Meal per Person In addition, I will provide 900 meals per week (Monday (2nd. year) for the lump sum price of: One hundred thirty-eight thousand five hundred twenty-eight dollars and no cents (plus the annual CPIU not to exceed 4 %)* (Price in longhand) $2.96 - Friday) for the second 52 week period $ 138,528.00 (plus the annual CPIU not to exceed 4 %)* (dollars) Cost Per Meal Per Person $2.96 (plus the annual CPIU not to exceed 4 %)* I will provide 900 meals per week (Monday - Friday) for the third 52 week period (3rd. year) for the lump sum price of: One hundred thirty-eight thousand five hundred twenty-eight 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) $138,528.00 (plus the annual CPIU for the second year, plus the CPIU for the third year not to exceed 4% annually)* (dollars) Cost Per Meal Per Person $2.96 (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. 1/6/2010 (check one) A Corporation A Partnership _ Sole Proprietor MAYOR: STEVEN LY MAYOR PRO TEM: SANDRA ARMENTA COUNCIL MEMBERS: BILL ALARCON MARGARET CLARK POLLY LOW June 7, 2011 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569 -2100 FAX (626) 307 -9218 Mr. Edward Clark, Vice President, Western Region Morrison Management Specialists Western Regional Office 1727 Axenty Way Redondo Beach, California 90278 Subject: Extension of Agreement for Senior Nutrition Program Fiscal Year 2011 -12 City of Rosemead Dear Mr. Clark: The subject agreement, which has been in effect for the past one (1) year, may be extended for two (2) additional years. Pursuant to your original bid and Exhibit "B" of the Agreement and based on your firm's performance over the past year, the City of Rosemead wishes to extend the term of the agreement for an additional twelve -month period beginning July 1, 2011 and ending June 30, 2012. The maximum compensation for the services provided during this period shall be for a total approved cost of $77,824. All other provisions shall remain in full force and effect. If the extension of Agreement on these terms and conditions is acceptable to Morrison Management Specialist, please so indicate in the space provided below. If you have any questions, please feel free to contact the City's Community Development Manager, Michelle G. Ramirez, at (626) 569 -2158. We look forward to continuing our working relationship. Very truly yours, CITY OF ROSEMEAD Approved and Accepted by, MORRISON MANAGEMENT SPECIALIST EDWARD CLARK Vice President, Morrison Management Specialist amity manager EXHIBIT B SCHEDULE OF SERVICES Exhibit "A" 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 180 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 900 meals per week (Monday lump sum price of: One hundred thirty-eight thousand rive hundred twenty-eight dollars and _ no cents (Price in longhand) Cost Per Meal per Person - Friday) for the initial 52 weeks (1st year) for the $2.96 $ 138,528.00 (dollars) In addition, I will provide 900 meals per week (Monday (2nd. year) for the lump sum price of: One hundred thirty -eight thousand five hundred twenty-eight dollars and no cents (plus the annual CPIU not to exceed 4 %)* (Price in longhand) Cost Per Meal Per Person $2.96 Friday) for the second 52 week period $138,528.00 (plus the annual CPIU not to exceed 4 %)* (dollars) (plus the annual CPIU not to exceed 4 %)* I will provide 900 meals per week (Monday - Friday) for the third 52 week period (3rd. year) for the lump sum price of: One hundred thirty-eight thousand five hundred twenty-eight 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 $2.96 $138,528.00 (plus the annual CPIU for the second year, plus the CPIU for the third year not to exceed 4% annually)* (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 Management Specialists. Inc. dba Morrison Health Care. Inc. (check one) A Corporation Sole Proprietor MN SIG? A Partnership 1/6/2010 ADDRESS: 1727 Axenty Way, Redondo Beach, CA 90278 Exhibit `B" SENIOR NUTRITION PROGRAM 8.0 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 Subcontractors Name and Business Address N/A 9.0 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. /. Signature Vice President, Western Region Title Jan. 6 2010 Date EDCLARKAIAMMORRISON. COM Email 310- 798 -4017 Phone Number (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.) 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 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 Cells Place North Hills, CA 91343 Regional Western Region — MHC Office: NAME: Edward Clark, Vice President, Bruce Allan, 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 50 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: June,1999 Georgia Scott MacLellan, CEO, Morrison Management Specialists MMS Michael Svagdis, President, Morrison Healthcare Food Services MHFS Jack Lawless, Division Vice President MHFS Edward Clark, Regional Vice President MHFS Gary Zauf, Vice President Treasurer - 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: N/A 6. List years, makes and models of delivery vehicles used to transport meals to Rosemead Program: 2009 -- Ford S34 E350 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 an 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 separate sheet, list the current contracts your organization has including the name of the company, contact name, 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 the company, contact name, 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 -Lay, 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 11/26/08 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 on this _6th_ day of _January 2010_. Name of Organization: Morrison Management Specialists, Inc, dba Morrison Health Care, Inc. By: Ed Title:_ Vice President, Western Region i i" Signature Name Vice President, Western Region Title 310 - 798 -4017 Phone Number Morrison Management Specialists Organization Jan. 06, 2010 Date v '7�- A� ° CERTIFICATE v.= PROPERTY INSURAti 1 of 1 1 05/1 /2011' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. If this certificate is being prepared for a party who has an insurable interest in the property, do not use this form. Use ACORD 27 or ACORD 28. PRODUCER Willis of North Carolina, Inc. 26 Century Blvd. P. O. Box 305191 Nashville, TN 37230 -5191 CONTACT PHONE 877 - 945 -7378 FAX 888 - 467 -2378 E-MAIL Certificates@willis.COm PRODUCER 22011126 INSURER(S) AFFORDING COVERAGE NAICH INSURED Compass Group USA, Inc. 2400 Yorkmont Road Charlotte, NC 28217 INSURERA:Allianz Global Risks Us Insurance Company 35300 -002 INSURER B: 9/30/2011 INSURER C: BUILDING INSURER D: INSURER E: INSURER F: - COVERAGES CERTIFICATE NUMRER- 15973080 RFVIAIntd MI ndRPM: LOCATION OF PREMISES/DESCRIPTION OF PROPERTY (Attach Acortl 101, Addilonal Remarks Schedule, it more space is required) THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I NSR WPEOFINSURANCE POLICYNUMBER POLICYEFFECTIVE DATE(MWDDNY) POLICYEXPIRATION DATE (M B/ ) COVERED PROPERTY LIMITS A X PROPERTY 8838 E. Valley Boulevard Rosemead, CA 91770 CLP3012456 5/15/2011 9/30/2011 BUILDING $ CAUSESOFLOSS DEDUCTIBLES - " i "V "' "1 v , X PERSONALPHOPERTY BUSINESS INCOME $ 10,000,000. BASIC OUILDING $ BROAD CONTENTS -.;,.l EXTRA EXPENSE RENTALVALUE $ X SPECIAL" $ EARTHQUAKE $ R {. eV A BLANKETSUILDING BLANKET PERS PROP BLANKET BLDG &PP WIND $ X FLOOD $ 10,000,000. $Included X B &M $ INLANDMARINE TYPE OF POLICY CAUSES OF LOSS POLICY NUMBER NAMED PERILS $ CRIME TYPE OF POLICY $ E BOILER & MACHINERY/ QUIPMENT BREAKDOWN $ $ SPECIAL CONDITIONSIOTHER COVERAGES (Allech Acord 101, Additonal Remarks Schedule, if more space is required) NAMED INSURED(S): Morrison Management Specialists, Inc Property policy covers property rented or leased by the Insured and personal property of others in the custody of the Insured. Business Interruption /Extra Expense Coverage is included. tam 1 IFICATE HOLDER rAMrF1 I ATInM Coll:3359689 Tpl:1267507 Cttt: 159730O U995- 2009ACORD CORPORATION. All rights reserved. ACORD 24 (2009/09) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Michelle Ramirez 8838 E. Valley Boulevard Rosemead, CA 91770 ORIZED FIEPR ENTATIVE 71.� Coll:3359689 Tpl:1267507 Cttt: 159730O U995- 2009ACORD CORPORATION. All rights reserved. ACORD 24 (2009/09) The ACORD name and logo are registered marks of ACORD r CITY OF ROSEMEAD PROFESSIONAL SERVICE AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 9th day of March, 2010 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 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 has approved the provision of federal funds under the ACT to be used to provide a Senior Nutrition Program ( "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. 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 exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2010 to June 30, 2011; and may be extended for up to two (2) additional years by the City, 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 2 of 18 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 "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 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; and, Hector Lepe, Assistant Manager /Production. . 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 3 of 18 3.2.6 Contractor's Representative Contractor hereby designates Nader Poursadeghi, Director of Food and Nutrition Services, 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 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, consistentwith 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. 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 4 of 18 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, 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 Morrison Management Specialists, Inc. Professional Service Agreement Page 5 of 18 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 anyway. (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 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 Morrison Management Specialists, Inc. Professional Service Agreement Page 6 of 18 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 forthe 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. 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. (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. 12.13 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 Morrison Management Specialists, Inc. Professional Service Agreement Page 7 of 18 (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 forthe 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 overthe 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 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 8 of 18 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 musttake 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 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 Morrison Management Specialists, Inc. Professional Service Agreement Page 9 of 18 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 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 rider 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 notdiscriminate 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 10 of 18 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 priorwritten 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. 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 "A" attached hereto and incorporated herein by reference. The total compensation shall not exceed two dollar and ninety -six cents ($2.96) per meal, for a maximum of 900 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 11 of 18 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 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, et seq., 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 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 12 of 18 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 underthis 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: Morrison Management Specialists, Inc. dba Morrison Health Care, Inc. Western Regional Office 1727 Axenty Way Redondo Beach, California 90278 Attn: Ed Clark Vice President, Western Region CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Economic Development Administrator Such notice shall be deemed made when personally delivered orwhen 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 Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 13 of 18 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 1968. (B) Requirements relating to equal employment opportunities.. (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 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. 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 (ii). Any program income on had when this agreement expires, or received after this Agreement's 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 City's 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 -CDBG 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 Ownership 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 Morrison Management Specialists, Inc. Professional Service Agreement Page 14 of 18 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 otherthan 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 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 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 15 of 18 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, 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; 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. 3.5.15 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 16 of 18 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 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 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 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. Morrison Management Specialists, Inc. Professional Service Agreement Page 17 of 18 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, 2010. CITY OF ROSEMEAD BY: WAIIred City Manager MORRISON MANAGEMENT SPECIALISTS, INC. DBA OR AM N HEALTH CAR , INC. BY: Ed Clark, Vice President, Western Region Attest: By: L oria Molleda City Clerk Approved as to Form: By: Josefh M. Mont Burke, William & Sorensen, LLP Commission General Counsel Morrison Management Specialists, Inc. Professional Service Agreement Page 18 of 18 EXHIBIT A SCHEDULE OF SERVICES Exhibit "A" 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 180 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 900 meals per week (Monday lump sum price of: One hundred thirty -eight thousand five hundred twenty -eight dollars and no cents (Price in longhand) Cost Per Meal per Person - Friday) for the initial 52 weeks (1st year) for the $2.96 $ 138,528.00 (dollars) In addition, I will provide 900 meals per week (Monday (2nd. year) for the lump sum price of: One hundred thirty -eight thousand five hundred twenty -eight dollars and no cents (plus the annual CPIU not to exceed 4 %)* (Price in longhand) Friday) for the second 52 week period $138,528.00 (plus the annual CPIU not to exceed 4 %)* (dollars) Cost Per Meal Per Person $2.96 (plus the annual CPIU not to exceed 4 %)* I will provide 900 meals per week (Monday the lump sum price of: One hundred thirty-eight thousand five hundred twenty-eight 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 - Friday) for the third 52 week period (3rd. year) for $138,528.00 (plus the annual CPIU for the second year, plus the CPIU for the third year not to exceed 4% annually)* (dollars) $2.96 (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 Sole Proprietor MI SIG] A Partnership 1/6/2010 ADDRESS: 1727 Axenty Way, Redondo Beach, CA 90278 Exhibit `B" SPECIFICATIONS SENIOR NUTRITION PROGRAM 8.0 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 Subcontractor's Name and Business Address NONE N/A 9.0 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 famishing 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. Signature Vice President, Western Region Title Jan. 6, 2010 Date EDCLARK(iNAMMORRI SON.COM Email 310 - 798 -4017 Phone Number (In accordance with Article 5 [commencing at Section 18601 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.) 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 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, Bruce Allan, Regional Director, Operations ADDRESS: 1727 Axenty Way Redondo Beach, CA 90278 Corporation J Partnership Individual Joint Venture Other How many years has your organization been in business as a Meal Service Provider? Food Service Management Contracts - over 50 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: June, 1999 Georgia Scott MacLellan, CEO, Morrison Management Specialists MMS Michael Svagdis, President, Morrison Healthcare Food Services MHFS Jack Lawless, Division Vice President MHFS Edward Clark, Regional Vice President MHFS Gary Zauf, Vice President Treasurer - 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: N/A 6. List years, makes and models of delivery vehicles used to transport meals to Rosemead Program: 2009 -- Ford S34 E350 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 an 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 separate sheet, list the current contracts your organization has including the name of the company, contact name, 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 the company, contact name, 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 -Lay, 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 11/26/08 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 on this _6th_ day of _January 2010. Name of Organization: Morrison Management Specialists. Inc, dba Morrison Health Care, Inc. By: Ed Title:_ Vice President, Western Region i Signature Name Vice President, Western Region Title 310 - 798 -4017 Phone Number Morrison Management Specialists Organization Jan. 06. 2010 Date 0 MAYOR: MARGARET CLARK MAYOR PRO TEM: GARY TAYLOR COUNCIL MEMBERS: SANDRA ARMENTA POLLY LOW STEVEN LY May 13, 2009 0 Ppsemead 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569 -2100 FAX (626) 307 -9218 Mr. Edward Clark, Vice President, Western Region Morrison Management Specialists Western Regional Office 1727 Axenty Way Redondo Beach, California 90278 Subject: Extension of Agreement for Senior Nutrition Program Fiscal Year 2009 -10 City of Rosemead Dear Mr. Clark: The subject agreement, which has been in effect for the past one (1) year, may be extended for two (2) additional years. Pursuant to your original bid and Exhibit "B" of the Agreement and based on your firm's performance over the past year, the City of Rosemead wishes to extend the term of the agreement for an additional twelve -month period beginning July 1, 2009 and ending June 30, 2010. The maximum compensation for the services provided during this period shall be for a total approved cost of $69,300. All . other provisions shall remain in full force and effect. If the extension of Agreement on these terms and conditions is acceptable to Morrison Management Specialist, please so indicate in the space provided below If you have any questions, please feel free to contact the City's Economic Development Administrator, Michelle G. Ramirez, at (626) 569 -2158. We look forward to continuing our working relationship. Very truly yours, Approved and Accepted by, MORRISON MANAGEMENT SPECIALIST EDWARD CLARK Vice President, Morrison Management Specialist CITY OF ROSEMEAD 0 0 EXHIBIT B SCHEDULE OF SERVICES 1E $2.85 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 _ hundred fiftv dollars and no cents (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 0 $111,150.00 (dollars) - 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 %)* j 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 %annuallv)* (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)* (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 Management Specialists, Inc. dba Morrison Health Care, Inc. (check one) A Corporation A Partnership Sole Proprietor BY: Terri Manoogian DATE: 4/25/07 ADDRESS: 1727 Axenty 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 Subcontractor's Name and Business Address NONE NIA 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 maybe given upon famishing 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. Signature OA Tit — Date l (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.) 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 ROSEM EAD, 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 J Partnership Individual Joint Venture Other 1. 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: June, 1999 3.2 State of incorporation: Georgia 3.3 President's name(s): Scott MacLellan, CEO, Morrison Management Specialists MMS Michael Svagdis, President, Morrison . Healthcare Food Services MHFS 3.4 Vice - president's name(s): John Fountain, VP & General Council, MMS Jack Lawless, Division Vice President MHFS Edward Clark, Regional Vice President MHFS 3.5 Secretary's name: Tim Mason, Secretary Compass Group 3.6 Treasurer's name: 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: N/A 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 separate _. ieet, list contracts your organization has in p, ocess, 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-Lay, 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 - 2334820 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 on this C �" gay or Name of Organization: Morrison Management Specialists, Inc. dba Morrison Health Care, Inc BY: Title: MS 12 1 —APrI) n (5 (A the l GN 7" �L c ut V-L�a of Morrison Management Speciali: Contractoc(aj; and that answers to the fc contained are true and correct. being duly sworn deposes and says that s /he is aft; PAT V S c. dba Morrison Health Care, Inc. ig questions and all statements therein Subscribed and swam before me this Notary Public: My Commission Expires: �i� 1 • �3� a� g of I MARYANN VMBUENA Comm4flon N 1514870 -: Notary PubBc - Calltomia Los AngWa CouNy Mytomm.E Ssp23,2 0 • 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 Specialists, 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 Specialists, 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 Specialists, 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 Specialists, 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 Citywith 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 Specialists, 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 Specialists, 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 Specialists, 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 activityfunded 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 Specialists, 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 Specialists, Inc. 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 Specialists, 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 Specialists, 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 materiallyfails 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 Specialists, 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 Confidentialitv 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 Specialists, 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 Specialists, 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 Specialists, Inc. Senior Citizen Lunch Program Page 16 of 20 3.519 Equal Opportunity Emplovment 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. B#May BY: C%L� Tran Attest: Morrison Management Specialists, Inc. Senior Citizen Lunch Program Page 17 of 20 By: A ft - ?a S Nina Castruita City Clerk , Approved a,§ to Form: City Morrison Management Specialists, Inc. Senior Citizen Lunch Program Page 18 of 20 EXHIBIT A SCOPE OF SERVICES 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 1. 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. 2. 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 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, 2 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 11. Frozen fruits and vegetables: USDA Grade "A" is to be used for all graded Exhibit "A ", Senior Nutrition Services, 3 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 7.0 SUGGESTED MENU LAYOUT FOR A FIVE WEEK CYCLE TO AVOID ENTREE Exhibit "A ", Senior Nutrition Services, 4 REPETITIONS SUGGESTED RECIPES Chicken quarter Oven Baked Shake and Bake Braised w /sauce BBQ Honey Lemon Teriyaki Cacciatore Ole (w /Mole Sauce) w /Country Gravy Lemon /Orange Chicken 6 Roast Beef w /Gravy Roast Pork w /Gravy Pot Roast or Beef BBQ Beef BBQ Pork Corned Beef Ham Ground Beef or Turkev or Solid Form Swedish Meatballs Porcupine Meatballs Patty on Bun Meatloaf Stuffed Pepper Stuffed Cabbage Italian Meatballs Poultry, Cubed or Pulled A la King Chop Suey Casserole Fish Fillet w /Creole Sauce w /Lemon Sauce Cubed Beef or Pork Beef Stew Beef Burgundy Beef Stroganoff Beef Risotto Braised Pork Au Jus Sweet and Sour Pork Pork Chop Suey (Suggested Menu Layout, continued) Ground Beef or Turkev Crumbled Lasagna Spaghetti Enchilada Chili and Beans Casserole Exhibit "A ", Senior Nutrition Services, 5 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 Oven Baked Shake and Bake Braised w /sauce BBQ Honey Lemon Teriyaki Cacciatore Ole (w /Mole Sauce) w /Country Gravy Lemon /Orange Chicken 6 Roast Beef w /Gravy Roast Pork w /Gravy Pot Roast or Beef BBQ Beef BBQ Pork Corned Beef Ham Ground Beef or Turkev or Solid Form Swedish Meatballs Porcupine Meatballs Patty on Bun Meatloaf Stuffed Pepper Stuffed Cabbage Italian Meatballs Poultry, Cubed or Pulled A la King Chop Suey Casserole Fish Fillet w /Creole Sauce w /Lemon Sauce Cubed Beef or Pork Beef Stew Beef Burgundy Beef Stroganoff Beef Risotto Braised Pork Au Jus Sweet and Sour Pork Pork Chop Suey (Suggested Menu Layout, continued) Ground Beef or Turkev Crumbled Lasagna Spaghetti Enchilada Chili and Beans Casserole Exhibit "A ", Senior Nutrition Services, 5 Cheese Alone Shredded Beef or Pork Fish, Flaked or Pieces Macaroni and Cheese BBQ Beef Tuna Casserole Cheese Strata BBQ Pork Seafood Newburg Vegetable Lasagna Beef Enchilada 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 Soups Vegetable Soup Cream of Mushroom Corn Chowder Split Pea Minestrone Tomato Egg Drop Soup Spanish Bean Potato Soup Vegetable Barley Lentil Soup 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 8.0 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 service 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 Subcontractor's Name and Business Address 9.0 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 to 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 employerto be insured against liability for Worker's Compensation or to undertake self- insurance in Exhibit "A ", Senior Nutrition Services, 7 accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of this Contract. Signature Title 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.) 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: ADDRESS: SUBMITTED BY: NAME: Exhibit "A ", Senior Nutrition Services, 8 ADDRESS: Corporation Partnership Individual Joint Venture Other 1. How many years has your organization been in business as a Meal Service Provider? 2. How many years has your organization been in business under its present business name? 2.1 Under what other or former names has your organization operated? 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: 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): 5. If other than a corporation or partnership, describe organization and name principals: 6. List years, makes and models of delivery vehicles used to transport meals to Rosemead Program: 7. List your kitchen capacity, types and quantities of ovens, ranges, etc.: Exhibit "A ", Senior Nutrition Services, 9 8. List the types, sizes and amounts of your food delivery containers: 9. Have you ever failed to complete any contract awarded to you? If so, note when, where and why: 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. 11. On a separate sheet, provide /outline your billing /invoice procedures and provide an example. 12. On a separate sheet, list contracts your organization has in process, giving the name owner, phone number, contract amount, and length of time you have had the contract. 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. 14. On a separate sheet, list the food service experience of the key individuals of your organization. 15. Business references and contact person and phone number: 1. 2. 16. Bank references, contact person and phone number: 1. Exhibit "A ", Senior Nutrition Services, 10 `: 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, materials 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: Is this financial statement for the identical organization named on page one: If not, explain the relationship and financial responsibility of the organization whose financial statement is provided (e.g. parent- subsidiary). Will this organization act as guarantor of the contract? 18. Dated at this _day of 2007. Name of Organization: 0 on Exhibit "A ", Senior Nutrition Services, 11 19. M being duly sworn deposes and says that s /he is the Contractor(s), and that answers to the foregoing questions and all statements therein contained are true and correct. Subscribed and sworn before me this _day of 1 2007. Notary Public: My Commission expires: Exhibit "A ", Senior Nutrition Services, 12 Morrison Management Specialists, 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 S 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 - Friday) for the second 52 week period (2nd. year) for the lump sum price of. One hundred eleven thousand one hundred fifty dollars and no cents (nlus the annual CPIU not to exceed 4 %)* S 111,150.00.(plus the annual CPIU not to exceed 4 %) (dollars) (price in longhand) Cost Per Meal Per Person $2.85 (plus the annual CPIU not to exceed 4 %)* I will provide 750 meals per week (Monday 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 %annuallv)* Friday) for the third 52 week period (3rd. year) SI11,150.00 (plus the annual CPIU for the second year, plus the CPIU for the third year 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 ManooQian DATE: 4/25/07 SIGNATURE: ADDRESS: 1727 Axenty 'day. Redondo - Beach. CA 90275 SPECIFICATION'S 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 1 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 o 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. S'i gmature Titl Date (In accordance with Article 5 [commencing at Section 18601 Chapter 1, Part 7, Division Z of the Labor Code, the above Certificate must be signed and filed with the awarding body prior to performing any work under this Contract.) 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 J Partnership Individual Joint Venture Other 1. 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 Presidents name(s): 3.4 Vice- president's name(s): 3.5 Secretary's name: 3.6 Treasurer's name: 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: N/A 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 separate sheet, list contracts your organization has in 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 -Lay Reference Compass Group NA -Tyler Reeves 800 - 776 - 2257 x6990 3. 16. Bank reference, contact person and phone number: I. Bank of America- Global Client Services- Credit Inquiry Reference: Compass Group USA, Inc. Acct. x7188401761 1- 800 - 233 -8820 or ]-800-26%2726 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: DeloitteBTouche 11/29105 - 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 4� cM , d > I�- 2007. on this �� T` ay of 69�(Li l Name of Organization: Morrison Management Specialists. Inc. dba Morrison Health Care, Inc BY: Title: W the cf, f being duly sworn deposes and says that s /he is -j D" Inc. dba Morrison Health Care, Inc. oing questions and all statements therein lay of I 2007 of Morrison Management Specia Contractork<and that answers to the contained are true and correct. Subscribed and sworn before me tAhis� D / Notary Public: My Commission Expires: .� officers, W oYe! ?. ayCO agtl vDlunuer5 are laan¢d u >Odi Li Dnai n ^• ^, , 'V.[anAN. �Jyn' k• 5' vFyL�pcT• 50.VS, ptr, p�' bWm+ oSl lLMm'IFPY.ALn'OYIS�WS'eQUtr¢! by wr it¢n <en:aR bu:.l mit¢d <o '1' Of 40S¢9¢al. i23 Gl1eC:ofs. Df'fi C1 d15� 5 -! ia0. 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Cantt alas`. oc Prevision sne"M hereihct caoce "a ior..�orter orh on9e r xirae pe r. nds dcDeni ing on candixions and exC usion5 the iuri t - iexton of. and reason, for, I Drkcrs Comp (rA) 09/30/0] rt [omD (w.rvJ 5 09 /30 /Oi ill .09/30/06 I �IOrK Cxit (FL "Y) I E I 3920325 D9/30/D6 D3/30/D] .I a ork comp (oR only) RsOW. uni ovan: rovSheUnoMV .m_'nCVRni.X6laiP6rLp'l+N O�DDR56Nf1r�Yr61�rAOV.X,Ons - I . iu'di reccers, offSCiaTs, officers. eacl usion3. ranxed in favor o7 Ciq of posemeeCti on ad reOUS red by Wrixcer contract out �,,m.,r of subro9 ael on it 5 regarding wrkert' compensat ;o t)e DollCy terms. oY'eso R�".l and velunwers rey d contract; one a1.aYz suPj oet limi ;ed -+ aDera :ions of :he Insured and er say l . Cantt alas`. oc Prevision sne"M hereihct caoce "a ior..�orter orh on9e r xirae pe r. nds dcDeni ing on candixions and exC usion5 the iuri t - iexton of. and reason, for, I rim H IN A wfit RL zn JC O ii O o . F� LVI] PI; n m m X > Z M O oz Z z 0 wo I c �r.6 _ ry y m z a; n o N - n z p z 0 z o z r z r > p ' mao y z m g.^. TDCT z T - c 3 c > 0 N a ` LD m p n n y z - o O O z n v � Z n = Y O rs z Y O a c � z n O. 7 m X F D T � Z n> "4 O Oz Z T z O 0 3 z O W a W of N N r o Y V 'z m o 0 m> W ➢ ' 2 m O m O 0 0 N _ C 0 0 0 o N o m D � c VI c z o p Y M N p fn m � N N n < s - w Y N Y n � N p N OT d o O o ° Q n p � ' Z d n Y. T 7 O V Y � vo m - m v, y n Y N � p D = N r N x p Y n. 3 s o Y 0 m X F D T � Z n> "4 O Oz Z T z O 0 3 z O W a W of N N r o Y V n m 7 D w T = D > D2 z T Z D C 3 z 0 F W N N N Y O O V z 9c o f S m b c> ' a g� w n w = n ti r o m o F y p n D {: D D T O N r 3 D ¢ G n n c. S C1 a a O ? 3 C v = c V - Z / n m 7 D w T = D > D2 z T Z D C 3 z 0 F W N N N Y O O V CERTIFIED FOOD HANDLER CoL>nty:,of Los Angeles Department of Health Services PEDRO AL]FARO has successfully met the educational requirements established by the County Health Officer and is therefore designated as a Certified Food Handler. CFH Certificate No.: 42863 Expires: 09/28/2007 Director, Enviro ime al H�alth CERTIFIED FOOD HANDLER County of Los Angeles Department - of Health Services PEDRO ALFARO CHI Cer -No. 4 2863 � Ezp. Date 0912£12007 D'rector. Enviro me al He -Ith. H -3044 (2/98) Morrison Management Specialists, Inc. Senior Citizen Lunch Program Page 20 of 20 EXHIBIT C COMPENSATION [insert rates & authorized reimbursable expenses] 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 S 111.150.00 _ hundred fiftv dollars and no cents (dollars) (Price in longhand) _ Cost Per Meal Per Person 52.85 In addition, I will provide 750 meals per week (Monday - Friday) for the second 52 week period (2nd. year) for the lump sum price of: One hundred eleven thousand one hundred fifty dollars and no cents (plus the annual CP1U not to exceed 4 %)* (price in longhand) S 111,150.00 (plus the annual CPIU not to exceed 4 %)* (dollars) Cost Per Meal Per Person 52.85 (plus the annual CPIU not to exceed 4 %) I will provide 750 meals per week (Monday 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 %annu Friday) for the third 52 week period (3rd. year) 5111,150.00 (plus the annual CPIU for the second year, plus the CPIU for the third year not to exceed 4% ann u ally) * (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 Manooman DATE: 4/25/07 SIGMA' ADDRESS: 1727 Ax.enty Way. Redondo Beach. CA 90278 1o _6ji MAYOR: JAY T. IMPERIAL MAYOR PRO TEM. ROBERT W. BRJECH COUNCILMEMBERS: MARGARET CLARK GARY A. TAYLOR JOE VASOJEZ June 12, 2001 P oscsead 8838 E. VALLEY BOULEVARD • P.O. BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569 -2100 FAX (626) 307 -9218 Ms. Jane Sieck Director of Food and Nutrition Services Morrison Management Specialists 1605 Eastlake Avenue Los Angeles, CA 90033 Dear Ms. Sieck: Subject: Extension of Agreement for Nutrition Services The subject agreement, which has been in effect for the past year, may be extended for two (2) additional years. Pursuant to your original bid and Exhibit "B" of the Agreement and based on your firm's performance over the past year, the City of Rosemead wishes to extend the term of the agreement for an additional twelve -month period ending June 30, 2002. The maximum compensation for the services provided during this period shall be in accordance with the approved costs in Morrison's proposal, which is $76,752.00 plus the CPIU of 3.5 %, for a total of approved cost of $79,438.00. All other provisions shall remain in full force and effect. If the extension of Agreement on these terms and conditions is acceptable to Morrison Health Care, please so indicate in the space provided below. If you have any questions, please call Micheal Neal, Assistant Grants Coordinator at (626) 569 -2118. We look forward to continuing our working relationship. Sincerely, CITY OF ROSEMEAD IV V �4 ANK IPEPI . City Manag Approved and Accepted by, MORRISON HEALTH CARE, INC. JANE SIECK Director of Food and Nutrition Services qD 0 I. AGREEMENT AN AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FOR THE USE OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS This Agreement, made and entered into by and between the City of Rosemead, a municipal corporation of the State of California, hereinafter "CITY ", and Morrison's Health Care, Inc, Hereinafter referred to as "SUBRECIPIENT" RECITALS 1. CITY is 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"). 2. City has approved the provision of federal funds under the act to be used by the SUBRECIPIENT as provided in its "Specifications ", attached hereto as Exhibit "A" and incorporated herein by reference. 3. SUBRECIPIENT represents that it shall perform the work as set forth in the Exhibit "A ". 4. SUBRECIPIENT warrants that it has the expertise and experience to perform the work set forth in the Exhibit "A ". 5 . SUBRECIPIENT represents that it shall perform the work as outlined in the specifications pursuant to the "Bid Form" attached hereto as part of Exhibit "A" and incorporated herein by reference. 1 Agreement. 3. Budget. SUBRECIPIENT represents that the Bid Form includes a complete and an accurate analysis of costs applicable to CDBG funds pursuant to 24 C.F.R. 502, which includes requirements for compliance with the following in addition to other requirements: a. If SUBRECIPIENT is a governmental entity, Office of Management and Budget ( "OMB') Circular Nos. A -87, A -128 (24 C.F.R. PART 44), and with certain sections of 24 C.F.R. Part 85; or b. If SUBRECIPIENT is not a governmental entity, OMB Circular No. A -122, "Cost Principles for Non Profit Organizations" or OMB Circular no. A -21, Cost Principles for Education Institutions ", as applicable, and certain Attachments to OMB Circular No. A -110. These items shall be in sufficient detail to provide a sound basis for the City to effectively monitor performance under the Agreement. c. No cost incurred which exceed approved cost categories are eligible for reimbursement. Further, no cost shall be incurred or expended prior to full execution of this contract. 4. Records and Reports. The SUBRECIPIENT shall maintain records and reports as required by the City to assist the City in maintaining its record keeping requirements. City requirements include the following: a. Records: (1) Documentation of the income level of persons and /or families 3 the Community Development Block Grant 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. (3) Final Evaluation Report SUBRECIPIENT shall annually make available for inspection its performance, financial and all other records pertaining to performance of this contract to authorized City and HUD personnel and allow said "r personnel to inspect and monitor its facilities and program operations, including the interview of Operating Agency staff and program participants as required by the CITY. The Subrecipient 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 Contract. (4) Any such other reports as the CITY shall require. 5. Program Income. Transfers of grant funds by the City to the SUBRECIPIENT shall be adjusted according to the principles described in 24 C.F.R. 507.504 (b)(2)(i) and (ii). any program income on hand when this Agreement expires, or received after this Agreement's expiration, shall be paid to the City as required by Section A -15 of this Agreement and 24 C.F.R. 507.503(b). 6. Uniform Administrative Requirements. The SUBRECIPIENT shall comply with applicable uniform administrative 5 0 570.502(b). Said Federal documents are on file in the City of Rosemead Finance Department, 8838 E. Valley Blvd., Rosemead, California 91770, and are incorporated herein by reference. The SUBRECIPIENT shall secure any new permits required by authorities herein with jurisdiction over the project, and shall maintain all presently required permits. The SUBRECIPIENT 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. POLITICAL ACTIVITIES The SUBRECIPIENT 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), lobbing, political patronage, and nepotism activities. 10. Affirmative Action Polices a. Provisions of program Services. (A) SUBRECIPIENT shall not on the ground of race, color, national origin or sex, exclude any person from participation in, deny any person the benefits of, or 1. subject any person to discrimination under any program or activity funded in whole or in part with CDBG funds. (B) SUBRECIPIENT 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: (a) Deny any facilities, services, financial aid or other benefits provided the program or activity. (b) Provide any facilities, services, financial aid or other benefits which are 7 l site or location which have the effect of excluding individuals from, denying them the benefits of, 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)(a) In administering a program or activity funded in whole or in part with CDBG funds regarding which the SUBRECIPIENT has previously discriminated against persons on the grounds of race, color, national origin or sex, the SUBRECIPIENT must take affirmative action to overcome the effects of prior discrimination. (b) Even in the absence of such prior discrimination a SUBRECIPIENT in -s.- 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 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 of, or to subject them to discrimination under any program or activity to which CDBG funding applies, the SUBRECIPIENT has an obligation to take reasonable action to remove or overcome the consequences of the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. X conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. (B) SUBRECIPIENT shall, in all solicitations or advertisements for employees placed by or on behalf of SUBRECIPIENT, state that all qualified applications will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. , .I (C) SUBRECIPIENT 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 SUBRECIPIENT'S commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in conspicuous place available to employees and applicants for employment. (D) SUBRECIPIENT 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) SUBRECIPIENT shall furnish to the CITY all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of SUBRECIPIENT'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 11 (I) SUBRECIPIENT 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). c. Remedies. In the event of SUBRECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the City may cancel, terminate, or suspend in whole or in part its performance and SUBRECIPIENT may be declared ineligible for further Government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. 11. Section 3 Clause. A. The work to be performed under this contract is subject to the requirements 1. of Section 3 of the Housing and Urban Development Act of 1968, as amended 12 U.S.C. 1702u (section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD - assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very -low income persons. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by the execution of this contract, the parties to this contract certify that they are under no contractual or other constraint that would prevent them from complying with 13 those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not to circumvent the subrecipient's obligations under 24 CFR Part 135. F. Noncompliance with regulations in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted projects. 12. Ineligibility of Subrecipients or Contractors SUBRECIPIENT shall not use CDBG funds directly or indirectly in its operations or to employ, 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 the SUBRECIPIENT or such contractor under the provisions of 24 C.F.R. Part 24. .° 13. Conflict of Interest. In the procurement of supplies, equipment, construction, and services by SUBRECIPIENT, the conflict of interest provisions in Attachment O of OMB Circular No. A -110 and 24 C.F.R. 570.611 shall apply. 14. Condition for Religious Organization. SUBRECIPIENT shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organizations if SUBRECIPIENT is a religious organization. 15. Suspension and Termination. In accordance with 24 C.F.R. 85.43, suspension or termination may occur if SUBRECIPIENT materially fails to comply with any term of this Agreement and /or the 15 SUBRECIPIENT agrees that the performance of obligations hereunder are rendered in its capacity as an independent contractor and that it is in no way an employee or agent of the CITY. 19. Licensing. SUBRECIPIENT agrees to obtain and maintain all licenses, re accreditation and inspections from all agencies governing its operations. SUBRECIPIENT shall insure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SUBRECIPIENT'S funded hereunder. 20. Inspection of Records CITY and the United States Government and /or their representatives shall have access for purpose of monitoring, auditing, and examining SUBRECIPIENT'S activities and performance, to books, documents and papers, and the right to examine records of SUBRECIPIENT'S sub - contractors, bookkeepers and accountants, employees and participants in regard to said program. CITY and the United States Government and /or their representative shall also schedule on -site monitoring at their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants in said program and entering any premises or any site in which any of the services or activity funded hereunder are conducted or in which any of the records of SUBRECIPIENT are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in Federal or State law. In the event SUBRECIPIENT does not make the above - referenced documents available within the City of Rosemead, California, SUBRECIPIENT agrees to pay all necessary 17 employees, from and against any and all claims, demands, suits, actions or proceedings therefrom, resulting from or arising out of the intentional or malicious acts of SUBRECIPIENT, its employees or subcontractors. 23. Insurance a. SUBRECIPIENT shall furnish the City Clerk and the Finance Department at 8838 East Valley Boulevard, Rosemead, CA 91770, insurance certificates from its workers' compensation insurance carrier certifying that it carries such insurance and that the policy shall not be canceled nor the coverage reduced except upon thirty (30) days prior written notice to CITY at the address specified in Section C.2 herein. b. SUBRECIPIENT shall obtain, at its sole cost, insurance naming the City of Rosemead, its officers and employes as additional insureds, insuring against liability for any and all claims and suits for damage or injuries to persons or property resulting from or arising out of operations of SUBRECIPIENT , its officers, agents, or employees. Said policy or policies of insurance shall provide coverage for both bodily injury and property damages in not less than amounts specified in Exhibit II hereto. Said policy shall also contain a provision that no termination, cancellation or change of coverage of insured or additional insured shall be effective until thirty (30) days notice thereof has been given in writing to CITY at the address specified in Section C.1. herein. SUBRECIPIENT shall file with the City Clerk prior to exercising any right or performing any obligation pursuant to this Agreement, and maintain for the period covered by this Agreement, 19 after receipt thereof, provided CITY is satisfied that such expenses have been incurred within the scope of this Agreement and that SUBRECIPIENT is in compliance with the terms and conditions of this Agreement. 2. Audit of Account. CITY shall include an audit of the account maintained by SUBRECIPIENT pursuant to Section A.8 of this Agreement in CITY'S annual audit of all CDBG funds to Federal regulations found in title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. C. MISCELLANEOUS PROVISIONS: 1. Termination of Agreement CITY or SUBRECIPIENT may terminate this Agreement by giving written notice to the other party thirty (30) days prior to effective date of termination. Additionally, the CITY shall have the right, in accordance with 24 C.F.R. 85.43; to terminate this Agreement immediately or withhold payment of any invoice for failure of the SUBRECIPIENT shall, upon written request, have the right to an appeal process. A copy of the appeal process will be attached to any termination notice. If the CITY finds that the SUBRECIPIENT has violated the terms and conditions of this r - I Agreement, the SUBRECIPIENT may be required to: (a) repay all monies received from the CITY under this Agreement; and /or (b) transfer possession of all materials and equipment purchases with grant money to the CITY. In the case of early termination, a final payment may be made to the SUBRECIPIENT upon receipt of a Final Report and invoices covering eligible costs incurred prior to 21 3. Laws Governing This Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, all applicable federal statutes and regulations as amended, and all applicable local laws. 4. Severability. The invalidity in whole or in part of any provision of this agreement shall not void or affect the validity of any other provisions of this Agreement. 5. Construction of Agreement. The provisions of this Agreement and its Exhibits shall be construed as a whole. The captions preceding the text of each section are included only for convenience of reference and shall be disregarded in the construction and interpretation of this agreement. IN WITNESS WHEREOF, CITY and SUBRECIPIENT have caused this Agreement to be executed by their duly authorized representatives. This contract is effective as of July 1, 1996. CITY OF ROSEMEAD by %� Mayor SUBRECIPIENT� Q by Executive Director ATTEST: City Clerk 23 � b oc% +.. AGREEMENT AN AGREEMENT BETWEEN THE CITY OF ROSEMEAD AND FOR THE USE OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS This Agreement, made and entered into by and between the City of Rosemead, a municipal corporation of the State of California, hereinafter "CITY ". and Morrison's Health Care, Inc. Hereinafter referred to as "SUBRECIPIENT ". RECITALS 1 • CITY is 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 "). 2. City has approved the provision of federal funds under the act to be used by the SUBRECIPIENT as provided in its "Specifications ", attached hereto as Exhibit "A" and Incorporated herein by reference. 3. SUBRECIPIENT represents that it shall perform the work as set forth in the Exhibit "A ". 4. SUBRECIPIENT warrants that it has the expertise and experience to perform the work set forth in the Exhibit "A ". 5. SUBRECIPIENT represents that it shall perform the work as outlined in the specifications pursuant to the "Bid Form" attached hereto as part of Exhibit "A" and incorporated herein b_v reference. - 1 The SUBRECIPIENT shall maintain records and reports as required by the City to assist the City, in maintaining its record keeping requirements. City requirements include the following: a. Records: (1) Documentation of the income level of persons and /or families 3 (a) Deny any facilities, services, financial aid or other benefits provided the program or activity. (b) Provide any facilities, services, financial aid or other benefits which are 7 .requirements as described in 24 C.F.R. 570.502. 7. Separation of Accounts. All funds received by SUBRECIPIENT from CITY pursuant to this Agreement shall be maintained senarate.and anart_frnm_anv_ other_fimcic nf_gT_TPP.F('TPTPMT different or are provided in a different form from that provided to others under the program or activity. (c) Subject to segregated or separate treatment in any facility in, or in any matter of process related to receipt of any service or benefit under the program or activity. (d) 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. (e) Treat an individual differently from other in determining whether the individual satisfies any admission, enrollment, eligibility, membership, or other requirement 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. (f) Deny an opportunity to participate a program or activity as an employee. (C) SUBRECIPIENT may not utilize criteria or methods of administration which have the effect 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) SUBRECIPIENT, in dete 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 them the benefits of, 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)(a) In administering a program or activity funded in whole or in part with . . CDBG funds regarding which the SUBRECIPIENT has previously discriminated against persons on the grounds of race, color, national origin or sex, the SUBRECIPIENT must take affirmative action to overcome the effects of prior discrimination. (b) Even in the absence of such prior discrimination a SUBRECIPIENT 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 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 of, or to subject them to discrimination under any program or activity to which CDBG funding applies, the SUBRECIPIENT has an obligation to take reasonable action to remove or overcome the consequences of the prior discriminatory practice or usage, and to accomplish the purpose of the Civil Rights Act of 1964. 6 (c) A SUBRECIPIENT 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 Sections A. 10.a.(1) -(5), nothing contained herein shall be construed to prohibit any SUBRECIPIENT from maintaining or constructing separate living facilities or rest room facilities for the 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. b. Employment Discrimination (A) SUBRECIPIENT shall not discriminate against any employee or application for employment bec\ use of race, color, religion, sex, national origin, age, familial status or handicap. SUBRECIPIENT shall take affirmative action to insure 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. SUBRECIPIENT agrees to post in 10 conspicuous place available to employees and applicants for employment, notices setting forth the provisions of this non - discrimination clause. (B) SUBRECIPIENT shall, in all solicitations or advertisements for employees placed by or on behalf of SUBRECIPIENT, state that all qualified applications will receive consideration for employment without regard to race, color, religion, sex, national origin, age, familial status or handicap. (C) SUBRECIPIENT 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 SUBRECIPIENT'S commitments under ? ' Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notices in conspicuous place available to employees and applicants for employment. (D) SUBRECIPIENT shall comply with all provisions of Executive Order 11246 M of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (E) SUBRECIPIENT shall furnish to the CITY all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the related rules, regulations, and orders. (F) In the event of SUBRECIPIENT'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 11 SUBRECIPIENT may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the secretary of Labor, or as otherwise provided by law. (G) SUBRECIPIENT shall include the provisions of Section A.10.., "Affirmative Action Policy ", Paragraphs (1) through (6) in every sub - contract or purchase order unless exempted by toles, regulations, or order of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each sub - contractor or vendor. SUBRECIPIENT shall take action with respect to any sub - contract or purchase order as the CITY may direct as a means of enforcing such provisions including sanctions for non - compliance: Provided, however, that in the event SUBRECIPIENT becomes involved in, or is threatened with, litigation with a sub - contractor or vender as a result of such direction by the CITY, SUBRECIPIENT may request the United States to enter into such litigation to protect the interest of the United States. (H) SUBRECIPIENT shall not discriminate on the basis of age in violation of any provision of the Age Discrimination Act 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). 12 (I) SUBRECIPIENT 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). c. Remedies. In the event of SUBRECIPIENT'S failure to comply with any rules, regulations, or orders required to be complied with pursuant to this Agreement, the City may cancel, terminate, or suspend in whole or in part its performance and SUBRECIPIENT may be declared ineligible for further Government contracts and any such other sanctions as may be imposed and remedies invoked as provided by law. 11. Section 3 Clause. A. The work to be performed under this contract is subject to the requirements -. of Section 3 of the Housing and Urban Development Act of 1968, as ... amended 12 U.S.C. 1702u (section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD - assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very -low income persons. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by the execution of this contract, the parties to this contract certify that they are under no contractual or other constraint that would prevent them from complying with 13 the Part 135 regulations. C. The subrecipient agrees to send to each labor organization or representative of workers with which the contractor has an agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the subrecipient's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The subrecipient agrees to include a Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, upon a finding that the subcontractor is in violation of the regulations of 24 CFR Part 135. The subrecipient will not subcontract with any subcontractor where the subrecipient has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135. E. The subrecipient will certify that any vacant employment positions, including training positions, that are filled (1) after the subrecipient is selected but before the contract is executed, and (2) with persons other than 14 those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not to circumvent the subrecipient's obligations under 24 CFR Part 135. F. Noncompliance with regulations in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted projects. 12. Ineligibility of Subrecipients or Contractors SUBRECIPIENT shall not use CDBG funds directly or indirectly in its operations or to employ, 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 the W. SUBRECIPIENT or such contractor under the provisions of 24 C.F.R. Part 24. 13. Conflict of Interest. In the procurement of supplies, equipment, construction, and services by SUBRECIPIENT, the conflict of interest provisions in Attachment O of OMB Circular No. ,. A -110 and 24 C.F.R. 570.611 shall apply. . 14. Condition for Religious Organization. SUBRECIPIENT shall comply with all applicable conditions prescribed by HUD for the use of CDBG funds by religious organizations if SUBRECIPIENT is a religious organization. 15. Suspension and Termination. In accordance with 24 C.F.R. 85.43, suspension or termination may occur if SUBRECIPIENT materially fails to comply with any term of this Agreement and /or the 15 award, and this Agreement and /or the award may be terminated for convenience in accordance with 24 C.F.R. 85.44. 16. Reversion of Assets. Upon the termination or expiration of the term of this Agreement, the SUBRECIPIENT shall transfer to the CITY any CDBG funds at the time of such termination or expiration and any accounts receivable attributable to the use of CDBG funds. Any real property under the SUBRECIPIENT'S control that was acquired or improved in whole or in part with CDBG funds in excess of twenty five thousand dollars ($25.000.00) shall either be: (a) Used to meet one of the national objectives stated in 24 C.F.R. 570.901 until five (5) years after termination or expiration of this Agreement, of for such longer period of time as determined to be appropriate by the CITY; or 1 S (b) Disposed of in a manner that results in the CITY'S being reimbursed in the amount of the current fair market value of the property less any portion of the value attributable to expenditures of non -CDBG funds for acquisition of, or improvement to, the property. Reimbursement to the CITY shall not be required after the period of time specified in Section A.15.(a) of this Agreement. 17. Nonexpendable Property. Nonexpendable property means tangible personal property having a useful life of more than (1) year and an acquisition cost of $300 or more per unit. 18. Independent Contractor. 16 SUBRECIPIENT agrees that the performance of obligations hereunder are rendered in its capacity as an independent contractor and that it is in no way an employee or agent of the CITY. 19. Licensine. SUBRECIPIENT agrees to obtain and maintain all licenses, registrations, accreditation and inspections from all agencies governing its operations. SUBRECIPIENT shall insure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SUBRECIPIENT'S funded hereunder. 20. Inspection of Records CITY and the United States Government and /or their representatives shall have access for purpose of monitoring, auditing, and examining SUBRECIPIENT'S activities and performance, to books, documents and papers, and the right to examine records of SUBRECIPIENT'S sub - contractors, bookkeepers and accountants, employees and participants in regard to said program. CITY and the United States Government and /or their representative shall also schedule on -site monitoring at their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants in said program and entering any premises or any site in which any of the services or activity funded hereunder are conducted or in which any of the records of SUBRECIPIENT are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in Federal or State law. In the event SUBRECIPIENT does not make the above - referenced documents available within the City of Rosemead, California, SUBRECIPIENT agrees to pay all necessary 17 and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. 21. Assignability. SUBRECIPIENT 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 SUBRECIPIENT 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. 22. Hold Harmless. a. SUBRECIPIENT shall indemnify and save harmless CITY, its officers and employees, from and against any and all damaged to property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers and employees, from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers' compensation claims, resulting from or arising out of the negligent acts, errors or omissions of SUBRECIPIENT , its employees or sub - contractors. b. SUBRECIPIENT shall indemnify and save harmless CITY its officers and employees, from and against any and all damages to property or injuries to or death of any person or persons, including property, and employees or agents of CITY and shall defend, indemnify and save harmless CITY, its officers and fE employees, from and against any and all claims, demands, suits, actions or proceedings therefrom, resulting from or arising out of the intentional or malicious acts of SUBRECIPIENT, its employees or subcontractors. 23. Insurance a. SUBRECIPIENT shall furnish the City Clerk and the Finance Department at 8838 East Valley Boulevard, Rosemead, CA 91770, insurance certificates from its workers' compensation insurance carrier certifying that it carries such insurance and that the policy shall not be canceled nor the coverage reduced except upon thirty (30) days prior written notice to CITY at the address specified in Section C.2 herein. b. SUBRECIPIENT shall obtain, at its sole cost, insurance naming the City of Rosemead, its officers and employes as additional insureds, insuring against liability for any and all claims and suits for damage or injuries to persons or property resulting from or arising out of operations of SUBRECIPIENT , its officers, agents, or employees. Said policy or policies of insurance shall provide 1. coverage for both bodily injury and property damages in not less than amounts specified in Exhibit II hereto. Said policy shall also contain a provision that no termination, cancellation or change of coverage of insured or additional insured shall be effective until thirty (30) days notice thereof has been given in writing to CITY at the address specified in Section C.1. herein. SUBRECIPIENT shall file with the City Clerk prior to exercising any right or performing any obligation pursuant to this Agreement, and maintain for the period covered by this Agreement, W a policy or policies of general liability insurance in the amounts and coverages specified in Exhibit 11 hereto. c. SUBRECIPIENT shall give CITY prompt and timely notice of any claim made or suit instituted. SUBRECIPIENT shall procure and maintain, at its own cost and expense, any additional kinds and amounts of insurance, which, in its own judgement, may be necessary for its proper protection in the prosecution of the work. B. CITY OBLIGATIONS CONTRACT ADMINISTRATION The City Manager or his designee shall have full authority to act for the City in the administration of this Contract, consistent with the provisions contained herein. 1. Pavment of Funds. CITY shall pay to SUBRECIPIENT from CDBG funds, when, if and to the extent received from HUD under the Act for the Fiscal,tYear indicated in Exhibit "A" for allowable costs (as defined by OMB Circular A -122 Cost Principles for Non- Profit Organizations) actually incurred for the express purposes specified in Exhibit amounts expended by SUBRECIPIENT in carrying out said program pursuant to this Agreement up to a maximum aggregate payment of dollars ($00,000.00) in cmdhmlrts determined by CITY. The parties understand and agree that such reimbursement, if any, shall be conditioned upon receipt of said funds by the City from HUD, and shall not be charged on any other funds of the City. Payment shall be made to SUBRECIPIENT through the submission of periodic invoices, in a form prescribed by CITY, detailing such expenses. CITY shall pay such invoices within thirty (30) days Ott after receipt thereof, provided CITY is satisfied that such expenses have been incurred within the scope of this Agreement and that SUBRECIPIENT is in compliance with the terms and conditions of this Agreement. 2. Audit of Account. CITY shall include an audit of the account maintained by SUBRECIPIENT pursuant to Section A.8 of this Agreement in CITY'S annual audit of all CDBG funds to Federal regulations found in title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. C. MISCELLANEOUS PROVISIONS: 1. Termination of Agreement. CITY or SUBRECIPIENT may terminate this Agreement by giving written notice to the other party thirty (30) days prior to effective date of termination. Additionally, the CITY shall have the right, in accordance with 24 C.F.R. 85.43; to terminate this Agreement immediately. or withhold payment of any invoice for failure of the SUBRECIPIENT shall, upon written request, have the right to an appeal process. A copy of the appeal process will be attached to any termination notice. If the CITY finds that the SUBRECIPIENT has violated the terms and conditions of this - •. Agreement, the SUBRECIPIENT may be required to: (a) repay all monies received from the CITY under this Agreement; and /or (b) transfer possession of all materials and equipment purchases with grant money to the CITY. In the case of early termination, a final payment may be made to the SUBRECIPIENT upon receipt of a Final Report and invoices covering eligible costs incurred prior to u 21 termination. The total of all payments, including the final payment, shall not exceed the amount specified in this Agreement. All notices to the parties concerning this agreement shall be in writing and shall be sent by certified mail, addressed as follows: TO CITY: City of Rosemead City Clerk 8838 E. Valley Boulevard Rosemead, California, 91770 TO SUBRECIPIENT 2. Exclusivity and Amendment of Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the services of SUBRECIPIENT and provision of CDBG funds by CITY and contains all the covenants and agreements between the parties with respect to the conditions of said services and funding in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. 22 3. Laws Governing This Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, all applicable federal statutes and regulations as amended, and all applicable local laws. 4. Severability. The invalidity in whole or in part of any provision of this agreement shall not void or affect the validity of any other provisions of this Agreement. 5. Construction of Agreement. The provisions of this Agreement and its Exhibits shall be construed as a whole. The captions preceding the text of each section are included only for convenience of reference and shall be disregarded in the construction and interpretation of this agreement. IN WITNESS WHEREOF, CITY and SUBRECIPIENT have caused this Agreement to be executed by their duly authorized representatives. This contract is effective as of July 1, 1996. CITY OF ROSEMEAD by ter !c Mayor SUBRECIPIENT by `7 { Executive Director ATTEST: City Clerk 23 THIS AGREEMENT is made and entered into effect as of the 14th day of April, 1998, by and between the CITY OF ROSEMEAD, a municipal corporation (CITY) and the SAN GABRIEL SCHOOL DISTRICT, a school district (DISTRICT). RECITALS WHEREAS, the parties hereto wish to implement a hot lunch program at Summer Recreation Facilities, and WHEREAS, DISTRICT is willing to staff and provide the food delivery, food, and clean up for the program; and WHEREAS, CITY is willing to allow such a program to utilize Rosemead and Garvey Park, NOW, THEREFORE, it is hereby agreed by and between the parties hereto as follows: 1. DISTRICT agrees to establish, administer, maintain and operate a food service program, pursuant to applicable poverty guidelines, at Rosemead and Garvey Parks. 2. DISTRICT in providing such program, agrees to provide hot lunches during the approximate hours of 11:30 a.m., at Garvey and Rosemead Parks Monday through Fridays, excluding holidays. The food itself, its delivery and all clean up should be provided by DISTRICT at no cost to CITY or the recipients of the lunches. 3. DISTRICT shall be the sole judge of the eligibility of persons participating in the program. 4. DISTRICT agrees to maintain liability, including products liability, insurance in an amount not less than Five Million Dollars during the conduct of this program. CITY shall be given 30 days' advance notification of any cancellation or material alteration of said policy. 5. DISTRICT agrees to provide Worker's Compensation coverage for all employees involved in the program. 6. DISTRICT agrees to, and shall hold CITY, its agents and employees, harmless from any liability for damage or claims for damage for personal injury, including debris, as well as claims for property damage which may arise from DISTRICT'S operations under this Agreement. 7. CITY agrees to allow DISTRICT the use of the facilities as enumerated in paragraph 1 hereof. 8. CITY shall provide basic supervision staff at each such facility to monitor compliance with program rules, in particular, the requirement that all lunches be consumed at the facility.. 9. The term of this Agreement shall commence Monday, June 29, 1998, and shall terminate August 19, 1998, unless earlier terminated as herein provided. 10. Either party to this Agreement may terminate this Agreement by giving 30 days written notice to the other party of its intention to do so. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first herinabove written. CITY OF ROSEMEAD ATTEST: WA Mayor City Clerk SAN GABRIEL SCHOOL DISTRICT BY: �r ti�tti�ti Title agreement ( 9 & 10 ) CC -F AWARD OF BID - REPLACEMENT OF PARKING CONTROL VEHICLES CC -G APPROVAL OF AGREEMENT FOR THE SUMMER YOUTH LUNCH PROGRAM CC -H AB 2194 (WASHINGTON) - RETENTION OF $1 MOTOR VEHICLE TECHNOLOGY FEE - SUPPORT CC -I COMPLETION OF SCHEMATIC DESIGN - GARVEY PARK CLUBHOUSE MOTION BY MAYOR PRO TEM VASQUEZ, SECOND BY COUNCILMEMBER IMPERIAL that the foregoing items on the Consent Calendar be approved. Vote resulted: Yes: Vasquez, Bruesch, Clark, Imperial No: None Absent: Taylor Abstain: None 0o ; o;'he Mayor declared said motion duly carried and so ordered. V. MATTERS FOR DISCUSSION AND ACTION - None VI. STATUS REPORTS - None VII. MATTERS FROM OFFICIALS A. MAYOR'S COMMITTEE APPOINTMENTS FOR 1998 -99 MOTION BY COUNCILMEMBER IMPERIAL, SECOND BY MAYOR PRO TEM VASQUEZ that the Council approve the appointments. Vote resulted: Yes: Vasquez, Bruesch, Clark, Imperial No: None Absent: Taylor Abstain: None The Mayor declared said motion duly carried and so ordered. B. REQUEST FROM COMMISSIONER QUINTANILLA FOR REAPPOINTMENT TO THE TRAFFIC COMMISSION MOTION BY COUNCILMEMBER IMPERIAL, SECOND BY MAYOR PRO TEM VASQUEZ that the Council approve the reappointment of Commissioner Quintanilla. Vote resulted: Yes: Vasquez, Bruesch, Clark, Imperial No: None Absent: Taylor Abstain: None The Mayor declared said motion duly carried and so ordered. CC 4141998 Page 45 e CITY OF ROSEMEAD AGREEMENT FOR PROFESSIONAL SERVICES COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT entered into this day of July 1994, between the City of Rosemead a municipal corporation (hereinafter referred to as "CITY," and Canteen Corporation (hereinafter referred to as "CONTRACTOR "). 1 DESCRIPTION OF WORK CONTRACTOR shall provide Professional Services in the administration of the CITY's Community Development Block Grant Program. The specific services to be provided, shall be as set forth in Exhibit "A," which is attached hereto and made a part hereof. PIA TIME OF PERFORMANCE All services shall commence when and as directed by the City 3. Manager or a designated representative thereof, and shall be completed no later than June 30, 1995. COMPENSATION For services performed under this Agreement, the CITY shall pay for M the CONTRACTOR at the then current rates set forth in Exhibit 'A" attached hereto and made a part hereof. HOLD HARMLESS /INSURANCE CONTRACTOR shall hold CITY free and harmless from any loss, damage, liability, or attorney fees resulting from arising out of, or in any way related to the actions, omission, or operations of CONTRACTOR under the provisions of the agreement, and CONTRACTOR shall hold CITY free of, M and harmless from any liability or attorney fees resulting from the actions or operations of CONTRACTOR, his agents, services, or employees. CONTRACTOR agrees, at his own expense, to carry public liability insurance during the full term of the agreement, with a company to be reasonably approved by the City Attorney, and with City also names as an insurance during the full term of the agreement, with a company to be reasonably approved by the City Attorney, and with CITY also named as insurance thereunder, covering liability for injuries or deaths, property damage, and products liability, arising our of or in connection with the operations or CONTRACTOR under the agreement, in an amount of not less than $1,000,000 on account of one accident, and property damage in an amount of not less than $100,000. CONTRACTOR further agrees to carry, at his own expense, workers' compensation insurance in accordance with the laws of the State of California. All of said insurance policies, or duplicates thereof, shall be deposited by CONTRACTOR with the City Clerk, together with receipts showing the payment of premiums thereon. Such insurance shall not be subject to cancellation or material alteration by the company or the insured until thirty (30) days after written notice to CITY by certified mail or the intention of one of the parties to cancel or alter said policy or policies. In.the event of the termination or cancellation or material alteration of said insurance and the failure of CONTRACTOR to provide other such insurance as hereinbefore provided, prior to the effective date of such cancellations, termination or material alteration, the agreement may be terminated forthwith by CITY, by written notice of intention to so terminate, without further liability or obligation by CITY. 5. EQUAL EMPLOYMENT OPPORTUNITY During the performance of this Agreement; the CONTRACTOR agrees as follows: a.. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, creed, sex, color or national origin. The CONTRACTOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed; sex, color or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising: layoff or termination; rates of pay or other forms . of compensation; and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CITY setting forth the provisions of this non - discrimination clause. b. The CONTRACTOR will, in all solicitation or advertisements for employees placed by or on behalf of the CONTRACTOR, state that all qualified applicants will receive consideration for employment without.regard to race, creed, color, sex or national origin. c. The CONTRACTOR will cause the foregoing provisions to be inserted . in all subcontracts for any work covered by this Agreement so that such provisions will be binding upon each subcontractor, provided that the. foregoing provisions shall not apply to contracts or . . subcontracts for standard commercial supplies or raw materials. d." The CONTRACTOR will comply with all provisions of Executive Order 11246 of September 24, 1965, and the rules, regulations and relevant orders of the Secretary of Labor. e. The CONTRACTOR will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules. regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, .records and accounts by the CITY and the Secretary,of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. f. In the event of the CONTRACTOR'S non - compliance with the equal opportunity clauses of this Agreement or.with any of such rules, regulations or orders,.this Agreement may be canceled, terminated or suspended in whole or in part and the CONTRACTOR may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law. g. The CONTRACTOR will include the provisions of paragraphs (1) through (6) in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant4o Section 204 of Executive Order.11246 of September 24, 1965, so that such provisions will be binding upon. each subcontractor or vendor. The CONTRACTOR will take such 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 in the event the CONTRACTOR becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the CITY, the CONTRACTOR may request the United States to enter into such litigation to protect the interests of the United States. 6. CIVIL RIGHTS ACT OF 1964 Under Title VI of the Civil Rights Act of 1964, no person shall, on the ground of race color or national origin, be excluded from participation in, be denied the benefits of or be subjected to discrimination under any program or activity receiving federal financial assistance. 7. SECTION 109 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974 No person in the United States shall, on the grounds of color, national origin. or sex be excluded from participation in, be denied the benefits of or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this title. 8. "SECTION 3" COMPLIANCE IN THE PROVISION OF TRAINING, EMPLOYMENT AND BUSINESS OPPORTUNITIES a. The work to be performed under this Agreement is on a project assisted under a program providing direct federal financial assistance from the Department of Housing and Urban Development and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u:. Section 3 requires that, to the greatest extent feasible, opportunities for training and employment be given to lower income residents of the project area and contracts for work in connection with the project be awarded to business concerns which are located in or owned in substantial part by persons residing in the area of the project. b. The parties to this Agreement will comply with the provisions of said Section 3 and the regulations issued pursuant thereto. by the Secretary of Housing and Urban Development set forth in 24 CFR 135, and all applicable rules and orders of the Department issued . thereunder prior to the execution of this Agreement. The parties to this Agreement certify and agree that they are under no contract or other disability which would prevent them from complying with these requirements. c.. The CONTRACTOR will send to each labor organization or repre- sentative of workers with which he has a collective bargaining agreement or other contract or understanding, if any, a notice advising the said labor organization or workers' representative of his commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees.and . I applicants for employment or training. d. The CONTRACTOR will include this Section 3 clause in every sub- contract for work in connection with the project and will, at the direction of the applicant for or recipient of federal financial assistance; take appropriate action pursuant to the subcontract upon a. finding that the subcontractor is in violation of regulations issued by the Secretary of Housing and Urban Development, 24 CFR Part 135. The CONTRACTOR will not subcontract with any subcontractor where he has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the subcontractor has first provided him with a preliminary statement of ability to comply with the requirements of these regulations. e. Compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and, orders of. the Department issued hereunder prior to the execution of the contract, shall be a condition of the federal financial assistance provided to the project, binding upon the applicant or recipient for such assistance, its successors, and assigns. Failure to fulfill these requirements shall subject the applicant or recipient, its contractors and subcontractors, its. successors and assigns to those sanctions specified by the grant or loam agreement or contract through which federal assistance is provided, and to such sanctions as are specified by 24 CFR Part 135. 9. INTEREST OF MEMBERS OF A CITY No member of the governing body of the CITY and no other officer, employee or agent of the CITY who exercises any functions or responsibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in this Agreement; and the CONTRACTOR shall take appropriate steps to-assure compliance. 10. INTEREST OF OTHER LOCAL PUBLIC OFFICIALS No member.of the governing body of the locality and no other public official of such locality who exercises any functions or responsibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in this Agreement; and the CONTRACTOR shall take appropriate steps to assure compliance. 11. INTEREST OF CONTRACTOR AND EMPLOYEES The CONTRACTOR covenants that he presently has no interest and shall not acquire interest, direct or indirect; in the project area or any parcels therein or any other interest which would conflict in any manner or degree with the performance of his services hereunder. The CONTRACTOR further covenants that in the performance of this Agreement, no person.having any such interest shall be employed. 12. FEDERAL PROVISIONS During the performance of this Contract, the consultant agrees. to comply with the following Federal provisions: a. Executive Order 11246 requires that during the performance of the Contract, the consultant agrees not to discriminate against any . employee or applicant for employment because of race, religion, sex, color, or national origin. The consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, color, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion,. or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other :forms of. compensation; and selection for training, including apprenticeship. The consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the consultant setting forth the provisions of this nondiscrimination clause. b. Section 3 of the Housing and Community Development Act of 1968, as amended, 12 U.S.C. 1701 et. seq., requires that to the greatest extent feasible, opportunities for training and employment be given to lower income residents of the project area and contracts for work in connection with the project be awarded to business concerns, .. which are located in, or owned in substantial -part by persons residing in the area of the project. - C. Title VI of the Civil Rights Act of 1964, provides that no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be . denied the benefits -or, be . subjected to discrimination under any program or activity receiving Federal financial assistance. d. Section 109, Title I of the Housing and Community Development Act of 1974, provides that no person shall, on the grounds of race, color, national origin, or sex, be excluded from participation.in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part under this Title. e. Any prohibition against discrimination on the basis of age under the Age Discrimination 'Act of 1975, or with respect to an otherwise qualified handicapped individual, as provided in Section 504 of the Rehabilitation Act of 1973, shall also apply to any such program or activity. f. Use of Funds for Lobbying. All parties agree that: no Federal appropriated funds have been paid or will be paid, by or attempting to influence an officer or employee of any. agency, a Member of Congress, an officer of employee of Congress, or an employee of a Member of Congress in connection with the awarding of this Contract, any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any .Federal contract, grant, loan, or cooperative agreement. g. Termination of Federal Funds. The City may immediately terminate this Contract upon the termination, suspension, discontinuation or substantial reduction in HUD CDBG funding for the Contract activity or if for any reason the timely completion of work under this Contract is rendered improbable, infeasible, or impossible. In addition, the Contract may be terminated for convenience in accordance with 24 CFR 85.44. In any event, CONTRACTOR shall be compensated for all services rendered and all necessarily incurred costs performed in good faith in accordance with the terms of this Contract that have not been previously reimbursed, to the date of said termination to the extend HUD CDBG funds are available. 13. CONFLICT OF INTEREST The CONTRACTOR covenants that he presently has no interest and shall not acquire interest, direct or indirect, in the project area or any parcels therein or any other interest which would. conflict in any manner or degree with the performance of this services hereunder. The CONTRACTOR further covenants that in the performance of this Agreement, no person having any such interest shall be employed. 14. RECORDS AND AUDITS The CONTRACTOR shall maintain accounts and records, including personnel, property an financial records, adequate to identify and count for all costs pertaining to this Agreement and such other records as may be deemed necessary by the CITY to assure proper accounting for all project funds, both federal and non - federal shares. These records, will be made available for audit purposes to the CITY or any authorized representative, and will be retained for three (3) years after the expiration of this Agreement unless permission to destroy them is granted by the CITY. 15. INDEMNIFICATION The CONTRACTOR agrees to indemnify and hold harmless CITY, its officers and employees from and against any and all liability expense, including, but not limited to, bodily injury, death, personal injury or property damage resulting from CONTRACTOR negligence or willful misconduct in its performance or services hereunder, including, but not limited to, bodily injury, death, personal injury or property damage resulting from CONTRACTOR negligence or willful misconduct in its performance or services hereunder, including any workers' compensation suits, liability or CONTRACTOR negligence or willful misconduct in its performance or services hereunder, including any workers' compensation sufts, liability or expense resulting from the negligence or willful misconduct of anyone performing services an officer, agent, employee, or subcontractor of CONTRACTOR. 16. NOTICE Notices to the parties shall, unless otherwise requested in writing, be IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first above written. CITY CITY OF ROSEMEAD 8838 East Valley Boulevard Rosemead, CA 91770 Attention: City Manager CONTRACTOR CANTEEN CORPORATION 18900 Susanna Road Rancho Dominguez, CA 90221 -528D Attention: President sent to the CITY and the CONTRACTOR at the addresses listed below: OFROSEMEAD City Clerk CANTEEN CORPORATION ) Alfred C. Proudfoot Vice President Los Angeles Region wldn \agr \a21 A 01 I CITY OF ROSEMEAD AGREEMENT FOR PROFESSIONAL SERVICES COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT entered into this 1 2t' ay of October. 1993, between the City of Rosemead a municipal corporation (hereinafter referred to as "CITY," and Canteen Corporation (hereinafter referred to as "CONTRACTOR "). 1. DESCRIPTION OF WORK CONTRACTOR shall provide Professional Services in the administration of the CITY's Community Development Block Grant Program. The specific services to be provided shall be as set forth in Exhibit "A," which is attached hereto and made a part hereof. 2. TIME OF PERFORMANCE All services shall commence when and as directed by the City Manager or a designated representative thereof, and shall be completed no later than June 30, 1994. 3. COMPENSATION For services performed under this Agreement, the CITY shall pay for the CONTRACTOR at the then current rates set forth in Exhibit' A," attached hereto and made a part hereof. 4. HOLD HARMLESS /INSURANCE CONTRACTOR shall hold CITY free and harmless from any, loss, damage, liability, or attorney fees resulting from arising out of, or in any way related to the actions, omission, or operations of CONTRACTOR under the provisions of the agreement, and CONTRACTOR shall hold CITY free of, and harmless from any liability or attorney fees resulting from the actions or operations of CONTRACTOR, his agents, services, -or employees. CONTRACTOR agrees, at his own expense, to carry public liability insurance during the full term of the agreement, with a company to be reasonably approved by the City Attorney, and with City also names as an insurance during the full term of the agreement, with a company to be reasonably approved by the City Attorney, and with CITY also named as insurance thereunder, covering liability for injuries or deaths, property damage, and products liability, arising our of or in connection with the operations or CONTRACTOR under the agreement, in an amount of not less than $1,000,000 on account of one accident, and property damage in an amount of not less than $100,000. CONTRACTOR further agrees to carry, at his own expense, workers' compensation insurance in accordance with the laws of the State of California. All of said insurance policies, or duplicates thereof, shall be deposited by CONTRACTOR with the City Clerk, together with receipts showing the payment of premiums thereon. Such insurance shall not be subject to cancellation or material alteration by the company or the insured until thirty (30) days after written notice to CITY by certified mail or the intention of one of the parties to cancel or alter said policy or policies. In the event of the termination or cancellation or material alteration of said insurance and the failure of CONTRACTOR to provide other such insurance as hereinbefore provided, prior. to the effective date of such cancellations, termination or material alteration, the agreement may be terminated forthwith by CITY, by written notice of intention to so terminate, without further liability or obligation by CITY. 5. EQUAL EMPLOYMENT OPPORTUNITY During the performance of this Agreement, the CONTRACTOR agrees as follows: a. The CONTRACTOR will not discriminate against any employee or applicant for employment because of race, creed, sex, color or national origin. The CONTRACTOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, sex, color or, national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising: layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CITY setting forth the provisions of this non - discrimination clause. b. The CONTRACTOR will, in all solicitation or advertisements for employees placed by or on behalf of the CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, sex or national origin. C. The CONTRACTOR will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement so that such provisions will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. d. The CONTRACTOR will comply with all provisions of Executive Order 11246 of September 24, 1965, and the rules, regulations and relevant orders of the Secretary of Labor. e. The CONTRACTOR will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules. regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records and accounts by the CITY and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. f. In the event of the CONTRACTOR'S non - compliance with the equal opportunity clauses of this Agreement or with any of such rules, regulations or orders, this Agreement may be canceled, terminated or suspended in whole or in part and the CONTRACTOR may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law. g. The CONTRACTOR will include the provisions of paragraphs (1) through (6) in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The CONTRACTOR will take such 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 in the event the CONTRACTOR becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the CITY, the CONTRACTOR may request the United States to enter into such litigation to protect the interests of the United States. 6. CIVIL RIGHTS ACT OF 1964 Under Title VI of the Civil Rights Act of 1964, no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of or be subjected to discrimination under any program or activity receiving federal financial assistance. 7. SECTION 109 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974 No person in the United States shall, on the grounds of race, color, national origin or sex be excluded from participation in, be denied the benefits of or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this title. 8. "SECTION 3" COMPLIANCE IN THE PROVISION OF TRAINING EMPLOYMENT AND BUSINESS OPPORTUNITIES a. The work to be performed under this Agreement is on a project assisted under a program providing direct federal financial assistance from the Department of Housing and Urban Development and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u. Section 3 requires that, to the greatest extent feasible, opportunities for training and employment be given to lower income residents of the project area and contracts for work in connection with the project be awarded to business concerns which are located in or owned in substantial part by persons residing in the area of the project. b. The parties to this Agreement will comply with the provisions of said Section 3 and the regulations issued pursuant thereto by the Secretary of Housing and Urban Development set forth in 24 CFR 135, and all applicable rules and orders of the Department issued thereunder prior to the execution of this Agreement. The parties to this Agreement certify and agree that they are under no contract or other disability which would prevent them from complying with these requirements. c. The CONTRACTOR will send to each labor organization or repre- sentative of workers with which he has a collective bargaining agreement or other contract or understanding, if any, a notice advising the said labor organization or workers' representative of his commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. d. The CONTRACTOR will include this Section 3 clause in every sub- contract for work in connection with the project and will, at the direction of the applicant for or recipient of federal financial assistance, take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the Secretary of Housing, and Urban Development, 24 CFR Part 135. The CONTRACTOR will not subcontract with any subcontractor where he has notice or knowledge that the latter has-been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the subcontractor has first provided him with a preliminary statement of ability to comply with the requirements of these regulations. e. Compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part.135, and all applicable rules and orders of the Department issued hereunder prior to the execution of the contract, shall be a condition of the federal financial assistance provided to the project, binding upon the applicant or recipient for such assistance, its successors, and assigns. Failure to fulfill these requirements shall subject the applicant or recipient, its contractors and subcontractors, its successors and assigns to those sanctions specified by the grant or loan agreement or contract through which federal assistance is provided, and to such sanctions as are specified by 24 CFR Part 135. 9. INTEREST OF MEMBERS OF A CITY No member of the governing body of the CITY and no other officer, employee or agent of the CITY who exercises any Junctions or_ ,., _ ... ... _. r a , responsibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in this Agreement; and the CONTRACTOR shall take appropriate steps to assure compliance. 10. INTEREST OF OTHER LOCAL PUBLIC OFFICIALS No member of the governinn.body of the locality and no other public official of such locality who exercises any functions or responsibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in this Agreement; and the CONTRACTOR shall take appropriate steps to assure compliance. 11. INTEREST OF CONTRACTOR AND EMPLOYEES The CONTRACTOR covenants that he presently has no interest and shall not acquire interest, direct or indirect, in the project area or any parcels therein or any other interest which would conflict in any manner or degree with the performance of his services hereunder. The CONTRACTOR further covenants that in the performance of this Agreement, no person having any such interest shall be employed. 12. FEDERAL PROVISIONS During the performance of this Contract, the consultant agrees to comply with the following Federal provisions: a. Executive Order 11246 requires that during the performance of the Contract, the consultant agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color, or national origin. The consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, color, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The _consultant. agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the consultant setting forth the provisions of this nondiscrimination clause. b. Section 3 of the Housing and Community Development Act of 1968, as amended, 12 U.S.C. 1701 et. seq., requires that to the greatest extent feasible, opportunities for training and employment be given to lower income residents of the project area and contracts for work in connection with the project be awarded to business concerns, which are located in, or owned in substantial part by persons residing in the area of the project. C. Title VI of the Civil Rights Act of 1964, provides that no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits or, be subjected to discrimination under any program or activity receiving Federal financial assistance. d. Section 109, Title I of the Housing and Community Development Act of 1974, provides that no person shall, on the grounds of race, color, national origin, or sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part under this Title. e. Any prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975, or with respect to an otherwise qualified handicapped individual, as provided in Section 504 of the Rehabilitation Act of 1973, shall also apply to any such program or activity. f. Use of Funds for Lobbying. All parties agree that no Federal appropriated funds have been paid or will be paid, by or attempting to influence an officer or employee of any agency, a Member of Congress, an officer of employee of Congress, or an employee of a Member of Congress in connection with the awarding of this Contract, any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. g. Termination of Federal Funds. The City may immediately terminate this Contract upon the, termination, suspension, discontinuation or substantial reduction in HUD CDBG funding for the Contract activity or if for any reason the timely completion of work under this Contract is rendered improbable, infeasible, or impossible. In addition, the Contract may be terminated for convenience in accordance with 24 CFR 85.44. in any event, CONTRACTOR shall be compensated for all services rendered and all necessarily incurred costs performed in good faith in accordance with the terms of this Contract that have not been previously reimbursed, to the date of said termination to the extend HUD CDBG funds are available. 13. CONFLICT OF INTEREST The CONTRACTOR covenants that he presently has no interest and shall not acquire interest, direct or indirect, in the project area or any parcels therein or any other interest which would conflict in any manner or degree with the performance of this services hereunder. The CONTRACTOR further covenants that in the performance of this Agreement, no person having any such interest shall be employed. 14. RECORDS AND AUDITS The CONTRACTOR shall maintain accounts and records, including personnel, property an financial records, adequate to identify and count for all costs pertaining to this Agreement and such other records as may be deemed necessary by the CITY to assure proper accounting for all project funds, both federal and non - federal shares. These records will be made available for audit purposes to the CITY or any authorized representative, and will be retained for three (3) years after the expiration of this Agreement unless permission to destroy them is granted by the CITY. 15. INDEMNIFICATION The CONTRACTOR agrees to indemnify and hold harmless CITY, its officers and employees from and against any and all liability expense, including, but not limited to, bodily injury, death, personal injury or property damage resulting from CONTRACTOR negligence or willful misconduct in its performance or services hereunder, including, but not limited to, bodily injury, death, personal injury or property damage resulting from CONTRACTOR negligence or willful misconduct in its performance or services hereunder, including any workers' compensation suits, liability or expense resulting from the negligence or willful misconduct of anyone performing services an officer, agent, employee, or subcontractor of CONTRACTOR. 16. NOTICES Notices to the parties shall, unless otherwise requested in writing, be sent to the CITY and the CONTRACTOR at the addresses listed below: CITY CITY OF ROSEMEAD 8838 East Valley Boulevard Rosemead, CA 91770 Attention: City Manager CONTRACTOR CANTEEN CORPORATION 18900 Susanna Road Rancho Dominguez, CA 90221 -5280 Attention: President IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first above written. CITY OF ROSEMEAD w �CZ�Vr2C�/ Clerk CANTEEN CORPORATION President Alfred C. Proudfoot Vice President Los Angeles Region wldn \agr \a21 EXHIBIT "A" THIS AGREEMENT, made and entered into by and between the CITY OF ROSEMEAD, a municipal corporation (hereinafter "CITY ") and CANTEEN CORPORATION, a California corporation (hereinafter "CONTRACTOR "): W I T N E S S E T H The parties hereto do agree as follows: 1. This Agreement is made and entered into with respect to the following facts: A. The CITY has requested bids for a Senior Citizen Lunch Program at Zapopan and the Rosemead Community Centers in Rosemead; and B. That in response to the request for bids, CONTRACTOR presented its bid, which the CITY has determined to be responsive; and C. That such a program of services will be a valuable addition to programs currently offered by City to its senior residents. 2. Program. The CONTRACTOR, agrees for the term of this Agreement, to provide the meals and services as detailed in the Bidder Specifications, Instructions to Bidders, and CONTRACTOR'S bid form attached hereto and incorporated herein by this reference. 3. CDBG Funding. CONTRACTOR has reviewed and agrees to comply with the. federally-mandated standards, collectively referred to as "Federal Provisions ", a copy of which is attached hereto and incorporated herein by this reference. 4. Term. The term of this Agreement shall be for a period of one year. This Agreement may be extended by the mutual written consent of the parties hereto. Either party hereto may terminate this Agreement upon thirty (30) days written notice to the other party. Such termination shall be deemed, for all following the giving of such notice of termination. 5. Notices. Notices pursuant to this Agreement shall be given by personal service, or by the deposit of the same in the course of transmission of the United States Postal Service, addressed as follows: Cit City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attention: City Manager Contractor: Canteen Corporation 18900 Susanna Road Rancho Dominguez, California 90221 -5280 6. Indemnity. CONTRACTOR does hereby indemnify, and aarees to defend and hold free and harmless, the CITY and their respective appointed and elected officers, agents, employees and officials, from any claim, demand or judgement arising out of or related to any of CONTRACTOR'S activities, including acts, or omission to act, by any of the CONTRACTOR'S officers, employees, or agents, relating to its service program as required by this Agreement. Such indemnity shall include, but not be limited to, the payment by CONTRACTOR to City of any and all costs incurred by City in conjunction with any such claim, demand or judgement. 7. Insurance. CONTRACTOR agrees that it will take out and keep in full force and effect during the term of this Agreement, liability insurance coverage with reference to its activities pursuant to this Agreement. Such insurance coverage shall name the City and its respective appointed and elected officers, agents, employees and officials as additional insured. Such liability policies shall be in a form approved by the City Attorney as to coverage, amounts and issuing companies. CONTRACTOR, at all times during the term of this Agreement shall have and maintain in full force and effect all other insurance coverage required by law, including, but not limited to, Worker's Compensation coverage. Contemporaneously with the execution of this Agreement, CONTRACTOR shall file with City, and shall maintain during the term of this Agreement, certificates of insurance evidencing the existence of the insurance required to be maintained pursuant to this Agreement. Such certificates shall bear endorsements providing that there shall be no termination or material alteration of coverage, except upon thirty (30) days prior written notice to City. That the provisions contained in this Section, relating to .,liability insurance are not intended to be in any way in derogation of the obligations. of CONTRACTOR pursuant to the.provisions of this Agreement relating to indemnification. The existence of liability insurance coverage, as required herein, shall not be deemed to be in satisfaction of the provisions of paragraph 6 of this Agreement relating to indemnification. 8. City Financial Obligations. In consideration of the services to be provided by CONTRACTOR, CITY shall pay CONTRACTOR its pro rata bid rate per the invoicing and payment request procedure detailed in Section 12 of the Instructions to Bidders, incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as follows: CITY OF ROSEMEAD Mayor Attest: City Clerk CANTEEN CORPORATION Presidenij * OPTION BID Canteen proposes to combine the Rosemead project and the El Monte project. In the event both cities join together and select Canteen, our bid is as stated below. BID PROPOSAL FORM TO: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 I have received the documents titled: Notice Inviting Bids, Instruction to Bidders, Bidder's Specifications, Bid Proposal Form, Contractor's Qualification Statement and have satisfied myself as to the scope of the work. In submitting this Proposal, I agree: 1. To hold my bid open for 60 calendar days from the date of this Proposal. 2. To comply with the provisions in the above referenced documents. 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 ^ 500 meals per week (Monday- Friday) for one year for: A (9M1llL lJ�t� M W �r,�JAO,�, rd[AIWI!_� Dollars ( $ 51,975 ) (Price in Longhand) 2.078 Cost Per Meal Per Person ($ ) NAME: Cantee Corporation A Corporation A Partnership Sole Proprietor BY: Joe Mayer DATE:_ ADDRESS 18900 Sus a R �2ancho Dominguez Number Street City XXXX (Check One) June 15, 1992 90221 Zip Code THIS AGREEMENT., made and entered into by and between the CITY OF ROSEMEAD, a municipal corporation (hereinafter "CITY ") and CANTEEN CORPORATION ,.a - California.corporation (hereinafter "CONTRACTOR"): W I T K E S S E T H The parties hereto do agree as follows: 1. This Agreement is made and entered into with respect to the following facts: A. The CITY has requested bids for a Senior Citizen Lunch Program at Zapopan and the Rosemead Community Centers in Rosemead; and B. That in response to the request for bids, CONTRACTOR presented its bid, which the CITY has determined to be responsive; and C. That such a program of services will be a valuable addition to programs currently offered by City to its senior residents. 2. Program. The CONTRACTOR, agrees for the term of this Agreement, to provide the meals and services as detailed in the Bidder Specifications, Instructions to Bidders, and CONTRACTOR'S bid form attached hereto and incorporated herein by this reference. That the provisions contained in this Section, relating to liability insurance are not intended to be in any way in derogation of the obligations of CONTRACTOR pursuant to the provisions of this Agreement relating to indemnification. The existence of liability insurance coverage, as required herein, shall not be deemed to be in satisfaction of the provisions of paragraph 6 of this Agreement relating to indemnification. 8. City Financial Obligations. In consideration of the services to be provided by CONTRACTOR, CITY shall pay CONTRACTOR its pro rata bid rate per the invoicing and payment request procedure detailed in Section 12 of the Instructions to Bidders, incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as follows: CITY OF ROSEMEAD I , mayor Attest: W City Clerk CANTEEN CORPORATION By: Presiden /zAl9 N AGREEMENT THIS AGREEMENT, made and entered into by and between the CITY OF ROSEMEAD, a municipal corporation (hereinafter "CITY ") and CABARET CATERING, a California corporation (hereinafter "CONTRACTOR "): W I T N E S S E T H• The parties hereto do agree as follows: 1. This Agreement is made and entered into with respect to the following facts: A. The CITY has requested bids for a Senior Citizen Lunch Program at Zapopan Center, 3018 North Charlotte Avenue, Rosemead; and B. That in response to the request for bids, CONTRACTOR presented its bid, which the CITY has determined to be responsive; and C. That such a program of services will be a valuable addition to programs currently offered by City to its senior residents. 2. Program The CONTRACTOR, agrees for the term of this Agreement, to provide the meals and services as detailed in the Bidder Specifications, Instructions to Bidders, and CONTRACTOR'S bid form attached hereto and incorporated herein by this reference. 3. CDBG Funding CONTRACTOR has reviewed and agrees to comply with the federally- mandated standards, collectively referred to as "Federal Forms ", a copy of which is attached hereto and incorporated herein by this reference. 4. Term The term of this Agreement shall be for a period of one year. This Agreement may be extended by the mutual written consent of the parties hereto. Either party hereto may terminate this Agreement upon thirty (30) days written notice to the other party. Such termination shall be deemed, for all purposes, to be effective upon the thirty -first (31st) day following the giving of such notice of termination. 5. Notices Notices pursuant to this Agreement shall be given by personal service, or by the deposit of the same in the course of transmission of the United States Postal Service, addressed as follows: Citv City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 Attn. City Manager Contractor Cabaret Catering 1260 N. Lake Avennue Pasadena, CA 91104 6. Indemnitv CONTRACTOR does hereby indemnify, and agree to defend and hold free and harmless, the City and their respective appointed and elected officers, agents, employees and officials, from any claim, demand or judgment arising out of or 2 related to any of CONTRACTOR's activities, including acts, or omission to act, by any of the CONTRACTOR's officers, employees, or agents, relating to its service program as required by this Agreement. Such indemnity shall include, but not be limited to, the payment by CONTRACTOR to City of any and all costs incurred by City in conjunction with any such claim, demand or judgment. 7. Insurance CONTRACTOR agrees that it will take out and keep in full force and effect during the term of this Agreement, liability insurance coverage with reference to its activities pursuant to this Agreement. Such insurance coverage shall name the City and its respective appointed and elected officers, agents, employees and officials as additional insureds. Such liability policies shall be in a form approved by the City Attorney as to coverage, amounts and issuing companies. CONTRACTOR, at all times during the term of'this Agreement shall have and maintain in full force and effect all other insurance coverage required by law, including, but not limited to, Worker's Compensation coverage. Contemporaneously with the execution of this Agreement, CONTRACTOR shall file with City, and shall maintain during the term of this Agreement, certificates of insurance evidencing the existence of the insurance required to be maintained pursuant to this Agreement. Such certificates shall bear endorsements providing that there shall be no termination or material alteration of coverage, except upon thirty (30) days prior written notice to City. 3 That the provisions contained in this Section, relating to liability insurance are not intended to be in any way in derogation of the obligations of CONTRACTOR pursuant to the provisions of this Agreement relating to indemnification. The existence of liability insurance coverage, as required herein, shall not be deemed to be in satisfaction of the provisions of paragraph 6 of this Agreement relating to indemnification. 8. City Financial Obligations In consideration of the services to be provided by CONTRACTOR, CITY shall pay CONTRACTOR its pro rata bid rate per the invoicing and payment request procedure detailed in Section 12 of the Instructions to Bidders, incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have caused this r Agreement to be executed by their duly authorized representatives as follows: Attest: City Clerk CITY OF ROSEMEAD Y Mayor CABARET CATERING, a corporat' n By: zv' /L '�- 6 President 4 I S E N I O R C I T I Z E N L U N C H PROGRAM — — — — — — — — — — — — — — — — — — — — — — — — — A G R E E M E N T THIS AGREEMENT is made and entered into effective the 14th day of January , 1986, by and between the City of Rosemead, a Municipal corporation, (hereinafter called City), and the San Gabriel Valley, (Young Women's Christian Association) YWCA, a nonprofit corporation, (hereinafter called AGENCY). R E C I T A L S WHEREAS, Title III of the Older Americans Act of 1965, as amended, implements a national nutrition program for persons 60_years of age and older; and, WHEREAS, the purpose of this program is to provide older Americans, particularly those with low income and of minority backgrounds, with low -cost, nutritionally sound meals, served in strategically located centers and to make available to them needed social and rehabilitative services; and, WHEREAS, such program is aimed at reducing the isolation of old age, encouraging and assisting older people to acquire skills and services with which to live independent lives if they desire, and providing older persons with the opportunity to live their remaining years in dignity; and, WHEREAS, both parties desire to have a nutrition site at Zapopan Center to take advantage of the expanded recreation and social opportunities at this facility; NOW, THEREFORE, IT IS HEREBY AGREED by and between the parties hereto as follows: I. The AGENCY sh operate a program at Zapopan older, in accordance with the rules and regulations for such 1. The AGENCY times at the Zapopan nutrition all establish, administer, maintain and Center, for persons 60 years of age and applicable Federal and State and County a nutrition program; and, agrees to have adequate staff at all site. 2. The Agency agrees to supervise staff in accordance with the guidelines of the Los Angeles County Department of Community and Senior Services. Food service shall conform to standards set by the Los Angeles County, Department of Community and Senior Services. 3. Agency shall provide all necessary equipment, supplies and food stuffs necessary to operate a daily nutrition program and associated recreational activities for a maximum of 90 people. 4. Agency shall meet the State's dietary requirements established for the Title III Nutrition Program -at site. II. CITY shall make available to Agency the kitchen, auditorium, and four cupboards in the kitchen from 8:30 A.M. - 2:30 P.M. Mondays through Fridays at Zapopan Center, 3018 N. Charlotte Avenue, Rosemead, CA 91770. Times may be altered by mutual Agreement. i 1. The CITY shall contribute in -kind a minimum of ten percent (10 %) of the program's cost,'which in -kind contribution shall consist of providing the required facility, utilities, maintenance and services as follows: (a) Steam Table ($400.00) (b) The auditorium and space as noted above primarily for meal service and recreational activities. (c) With the approval of CITY, those supportive services associated with Title III Nutrition Program, including,, but not limited to, Dial -A -Ride; health, information and referral; kitchen cupboards; tables and chairs; routine building maintenance; utilities and trash removal. 2. City agrees that Agency has use of Zapopan Center space, as provided above, five days a week as required by the Los Angeles County Department of Community and-Senior Services. 2. AGENCY further covenants and agrees to carry public liability insurance in an amount not less than $250,000.00 for injuries to, or death of, any one person, and in an amount not less than $500,000.00 for injuries to, or death of, two or more persons in any one accident,and property damage insurance in an amount not less than $100,000.00 for the protection of, any person, or persons, including the CITY of Rosemead, injured officers, agents and employees in the performance of the services specified in this agreement. AGENCY also agrees to name the CITY as an additional insured on AGENCY'S liability insurance for injuries to the public arising from AGENCY'S operation of such nutrition program at CITY'S facility. 3. Agency will inform City of the amount of monthly meals served at the end of the month and provide menus for the next month. 4. AGENCY hereby agrees to, and shall hold CITY, its elective and appointive boards, officers, agents and employees, harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from AGENCY'S operations under this agreement, whether such operations be by AGENCY, or by any one or more persons directly in or indirectly employed by, or acting as agent for, AGENCY. AGENCY agrees to, and shall, defend CITY and its elective and appointive boards, officers, agents and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid operations; III. Either party may sixty (60) days' advance written to do so, by writing to the Boulevard, Rosemead, California Young Women's Christian Associ Covina, CA 91790. terminate this agreement by giving notice to the other of its intention City of Rosemead, 8838 East Valley 91770. Agency San Gabriel Valley stion, 961 S. Glendora Avenue, West IV. The term of this agreement shall commence on January , 1986, and shall continue to and including June 30, 1987, unless terminated at an earlier date as provided and may be extended upon mutual consent of both parties. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed on the 14th day of . January 148;6, by their respective officers duly authorized in that behalf. ATTEST: CITY OF ROSEMEAD, a Municipal corporation BY — 7 QQ, Mayor � City Cldtk YOUNG WOMEN'S CHRISTIAN ASSOCIATION (YWCA) a nonprofit corporation President APPROVED AS TO FORM: By Secretary ROBERT KRESS, Rosemead City Attorney EXHIBIT 1 A G R E E M E N T THIS AGREEMENT is made and entered into effective as of the 1st day of November, 1985, by and between the CITY OF ROSEMEAD, a Municipal corporation, hereinafter called CITY, and the CASA MARAVILLA, INC., a nonprofit corporation, hereinafter called AGENCY. R E C I T A L S WHEREAS, Title 111 of the Older Americans Act of 1965, as amended, implements a national nutrition program for persons 60 years of age and older; and, WHEREAS, the purpose of this program is to provide older Americans, particularly those with low income and of minority backgrounds, with low cost nutritionally sound meals served in strategically located centers and to make available to them needed social and rehabilitative services; and, WHEREAS, such program is aimed at reducing the isolation of old age, encouraging and assisting older people to acquire skills and services with which to live independent lives if they desire, and providing older persons with the opportunity to live their remaining years in dignity; and, WHEREAS, the AGENCY, which is currently providing this service to the City .,at its Zapopan Center; and, WHEREAS, both parties desire to continue the nutrition site at Zapopan Center to take advantage of the expanded recreation and social opportunities at the senior facility; NOW, THEREFORE, IT IS HEREBY AGREED by and between the parties hereto as follows: 1. The AGENCY shall use Title 111 (Older Americans Act) funds to establish, administer, maintain and operate a program within the CITY of Rosemead, for persons 60 years of age and older, in accordance with the applicable Federal and State rules and regulations for such a nutrition program. 2. The AGENCY shall furnish all food necessary to serve up to a maximum of one hundred sixty (160) hot meals on site per day, five (5) days per week, and CITY shall supply the following staff in connection therewith: One Site Director ...........................4 Hours per Day One Kitchen Aide ............................4 Hours per Day Three RSVP Retired Senior Volunteers :.......4 Hours per Day In addition, AGENCY shall furnish: 1 Steam Table 1 Salad Table 1 Push Cart 1 Coffee Pot 1 Office Storage Cabinet Each meal, whether served at the site or home delivered, shall meet the State - s dietary requirements established for the Title 111 Nutrition Program. CITY shall also set up and take down the room(s) in which the meals are served. The CITY is responsible for the operations and maintenance of the Center. 3. The CITY shall contribute in -kind a minimum of ten percent (10 %) of the program - s cost, which in -kind contribution shall consist of providing the required facility and services as follows: M (a) The room at the Zapopan Center, Monday through Friday each week, between the hours of 9:30 a.m. and 12:30 p.m., primarily for meal service activities. I (b) The Kitchen and desk area at the. Zapopan Center, Monday through Friday each week, between the hours of 9:30 a.m. and 1:30 p.m., primarily for meal service activities. I (c) With the approval of CITY, those supportive services associated with Title 111 Nutrition Program, including, but not limited to, Dial —A —Ride; health, information and referral; kitchen cupboard; tables and chairs; routine building maintenance; utilities and trash removal, shall be permitted on an as— needed basis and /or dependent upon their availability. ; 4. The term of this agreement shall commence on November ,l and shall continue to and including June 30, 1986, unless terminated at an earlier date as provided. 5. Either party to this agreement may terminate this agreement by giving sixty (60) days' advance written notice to the other of its intention to do so. However, such advance written notice for a shorter period of time may be given by one party to another; provided, however, that such shorter period of time is mutually agreed to in writing by both parties. 6. At any time during the term of this agreement, if CITY so desires, AGENCY shall permit CITY'S authorized agents and /or employees to audit those financial records of the AGENCY which pertain to the CITY'S program and to the services provided by the AGENCY to the CITY under this agreement. 7. AGENCY further covenants and agrees to carry public liability insurance in an amount not less than $250,000.00 for: injuries to, or death of, any one person, and in an amount not less than $500,000.00 for injuries to, or death of, two or more persons in any one accident,and property damage insurance in an amount not less than $100,000.00 for the protection of, any person, or persons, including the CITY of Rosemead, injured officers, agents and employees in the performance of the services specified in this agreement. AGENCY also agrees to name the CITY as an additional insured on AGENCY'S liability insurance for to the public arising from AGENCY'S operation of such nutrition program at CITY'S facility. 8. The CITY will collect the $1.00 voluntary donation from the senior citizens for the meals. The AGENCY will collect all money from the CITY at the end of each day. 9. AGENCY hereby agrees to, and shall hold CITY, its elective and appointive boards, officers, agents and employees, harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from AGENCY'S operations under this agreement, whether such operations be by! AGENCY, or by any one or more persons directly in or indirectly employed by or acting as agent for, AGENCY. AGENCY agrees to, and shall, defend CITY and its elective 'and appointive boards, officers, agents and employees from any suits or actions at at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid operations; provided as follows: (a) That CITY does not, and shall not, waive any rights against AGENCY which it may have by reason of the aforesaid hold — harmless agreement because of the acceptance by CITY, or the deposit with CITY by AGENCY, of any of the insurance policies hereinasbefore described in paragraph 7 hereof. I (b) That the aforesaid hold — harmless agreement by AGENCY shall apply to all damages and claims for damage of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of AGENCY, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. J3 IN WITNESS WHEREOF, the parties hereto to be executed on the 12th day of November officers duly authorized in that behalf. ATTEST: City ClegR APPROVED AS TO FORM: Have caused this agreement 1985, by their respective CITY OF ROSEMEAD, a Municipal corporation Mayor CASA MARAVILLA, corporation B &_. INC., a nonprofit By Secretary ROBERT KRESS, Rosemead City Attorney CITY OF ROSEMEAD PROFESSIONAL SERVICE AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 26th day of April, 2016 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 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 has approved the provision of federal funds under the ACT to be used to provide a Senior Nutrition Program ("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 exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1,2016 to June 30, 2017; and may be extended for up to one (1) additional year by the City, 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 2 of 18 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"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 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; and, Hector Lepe, Assistant Manager/Production. 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Giants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page3 of 18 3.2.6 Contractor's Representative. Contractor hereby designates Nader Poursadeghi, Director of Food and Nutrition Services, 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 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 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 4 of 18 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, 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 Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 5 of 18 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. My 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 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 Catalog of Federal Domestic Assistance(CFDA)Number: 14-218 CFDA Tale: Community Development Block GranNEntitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 6 of 18 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 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. 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. (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 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). Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title. Community Development Block GrantsiEntitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 7 of 16 12.14 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)0) 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)10). 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 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 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. Cataloe of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title. Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 8 of 18 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 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 9 of 18 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 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 rider 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). Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 10 of 18 (I) 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. 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 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 (H) 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14.21 S CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 11 of 18 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 "A" attached hereto and incorporated herein by reference. The total compensation shall not exceed three dollars and thirty cents ($3.30) per meal (plus the 2 annual CPIUs not to exceed 4% each), for a maximum of 600 meals per week (Monday to Friday) for the initial 52 weeks, without advance written approval of City or its designee. 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 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, et seq., 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. Catalog of Federal Domestic Assistance(CIDA)Number: 14.218 CFDA Title'. Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 12 of 18 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 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. CONTRACTOR: Morrison Management Specialists, Inc. dba Morrison Health Care, Inc. Western Regional Office 1727 Axenty Way Redondo Beach, California 90278 Attn: Ed Clark, Vice President, Western Region CITY: City of Rosemead 8838 East Valley Boulevard Rosemead, California 91770 Attn: Michelle G. Ramirez, Community Development Director 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA'title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 201647 Page 13 of 18 3.5.3 Compliance with Federal and State Law and Certification and Assurances. Contractor stipulates that it understands that the funds for this Contract are originally provided by the Federal Government and that consequently the expenditure of these funds is subject to 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 1968. (B) Requirements relating to equal employment opportunities.. (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 et seq., the Federal Water Pollution Control Act, as amended, 33 USC 1251 et. 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. (I) 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)(I) and (ii). Any program income on had when this agreement expires, or received after this Agreement's 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 City's 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 Contractors 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-CDBG funds for acquisition of, or improvement to,the property. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 14 of 18 (M)Other Federal Acts applicable to projects funded with Community Development Block Grant Funds. 3.5.4 Ownership 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 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. 15.6 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 acts, omissions or willful misconduct of Contractor, its officials, officers, employees, Catalog of Federal Domestic Assistance(CFDA)Number. 14.218 CFDA Title: Community Development Block GrantsiEntitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 15 of 18 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. 3.5.8 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. 3.5.9 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: 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. Catalog of Federal Domestic Assistance(CFDA)Humber. 14218 CFDA Title: Community Development Block Gra tciFntitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 16 of 18 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 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 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. Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 17 of 18 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 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 duty authorized representatives. This Agreement is effective as of July 1, 2016. CITY OF ROSEMEAD MORRISON MANAGEMENT SPECIALISTS, INC. DBA MORRISON HEALTH CARE, INC. �zz e / BY: U BY: Bill Manis Ed Clark, City Manager Vice President, Western Region Attest: �J By: C Ericka Hernandez Interim City Clerk Approved as to Form: By: Rachel Rich ti Burke, Williams & Sorensen, LLP City Attorney Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA I ide: Community Development Block Grants/Entitlement Grants Morrison Management Specialists, Inc. Professional Service Agreement FY 2016-17 Page 18 of 18 EXHIBIT A SCHEDULE OF SERVICES Catalog of Federal Domestic Assistance(CFDA)Number: 14.218 CFDA Title: Community Development Block Grants/Entitlement Grants EXHIBIT "A" PROPOSAL FORM 1 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 180 calendar days from the date of the Proposal. 2. To comply with the provisions in the above-referenced documents. 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 600 meals per week (Monday -Friday) for the initial 52 weeks (1st year) for the lump sum price of: One hundred two thousand nine hundred sixty dollars and no cents $ 102,960.00 (Price in longhand) (Dollars) Cost Per Meal per Person ( $3.30 In addition, I will provide 600 meals per week (Monday - Friday) for the second 52 week period (2"d year) for the lump sum price of: One hundred two thousand nine $ 102,960.00 (plus the annual CPIU hundred sixty dollars and no cents not to exceed 4%)* (plus the annual CPIU not to exceed 4%)* (Dollars) (Price in longhand) Cost Per Meal Per Person ( $3.30 (plus the annual CPIU not to exceed 4%)* I will provide 600 meals per week(Monday - Friday)for the third 52 week period (3rd year) for the lump sum price of: One hundred two thousand nine $102,960.00(plus the annual CPIU hundred sixty 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 annually)* not to exceed 4%annually)* (Dollars) (Price in longhand) Cost Per Meal Per Person $3.30 (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 Y A Partnership Sole Proprietor_ BY: Edward Clark DATE: 01/05/16 ( SIGNATURE: �i V1l.t v ADDRESS: 1727 Axenty Way, Redondo Beach, CA 90278 Exhibit"A" 1 Senior Nutrition Services