LOWER TIER SUBAWARD
FOOD SERVICE AGREEMENT
(City of Norwalk)
This Lower Tier Subaward (“Agreement”) is dated July 1, 2026 (“Effective Date”), and is between the City of Norwalk, a California municipal corporation (“Subrecipient”) and TRIO Community Meals, LLC , a Mississippi limited liability company (“Lower Tier Subrecipient”).
RECITALS
A. Subrecipient and the County of Los Angeles (“County”) have entered into a Subaward, which authorizes Subrecipient to provide certain services, said Subaward being Number ENP 252606 of County contracts dated July 1 , 2026 (“County Agreement” attached hereto as Exhibit B).
B. The County Agreement provides that Subrecipient may subcontract for certain professional services subject to prior the County’s approval, where subcontracts are referred to general as lower tier subawards.
C. Subrecipient desires to engage Lower Tier Subrecipient to provide professional services as detailed elsewhere in this Agreement.
D. Lower Tier Subrecipient desires to perform and provide such services.
The parties therefore agree as follows:
1. Lower Tier Subrecipient’s Services.
1.1 Scope of Services.
(a) This Agreement is a lower tier subaward, under the terms of the County Agreement, identified as Subaward Number ENP 252606, with the County of Los Angeles Aging and Disabilities Department (AD) , and shall be subject to all of the provisions of the County Agreement . All representations and warranties under this Agreement shall inure to the benefit of the County of Los Angeles. (b) Lower Tier Subrecipient shall perform and provide the services as set forth in the “Statement of Work,” attached hereto as Exhibit A. (c) The rights and obligations of the parties under this Agreement shall be subject to and governed by the Statement of Work, the County Agreement , and by the provisions provided in this Agreement.
(d) In the case of any conflict between the Lower Tier Subrecipient's obligations under the County Agreement, the Statement of Work, and this Agreement, Lower Tier Subrecipient shall, to the extent possible, comply with all provisions in this Agreement, the Statement of Work, and the County Agreement.
Attachment No. 3
2 1.2 Applicable Sections of the County Agreement. All terms and conditions set forth in the County Agreement, as applicable in the performance of this Agreement, are incorporated into this Agreement by reference as though set forth fully in this Agreement.
Lower Tier Subrecipient shall adhere to all applicable terms and conditions set forth in the County Agreement. A true and correct copy of the County Agreement is attached as Exhibit B.
1.3 Personnel.
(a) Lower Tier Subrecipient has, or shall secure at its own expense, all personnel required to administer this Agreement. All of the services required under this Agreement shall be performed by Lower Tier Subrecipient or under its supervision, and all personnel engaged in the work shall be qualified to perform such services.
To assure all meals are prepared in a safe, sanitary environment, in compliance with the California Health and Safety Code, the Los Angeles County Aging and Disability Department (“AD”) Standard Operating Procedures Manual, Lower Tier Subrecipient shall comply with the following requirements:
(i) Lower Tier Subrecipient shall either hire a : (1) part-time Registered Dietician (minimum twenty (20) hours a week) who possesses a Bachelor’ s Degree or Master’ s Degree in Nutrition/Dietetic with an institutional food management emphasis from an accredited college or university, for supervision of the food services operation within the catering company or central kitchen; or (2) qualified Food Service Manager who possesses a B.S. Degree in Food and Nutrition with emphasis on food service management or restaurant management from an accredited college or university, plus two (2) years professional experience as a food services supervisor; no less than six (6) years of experience in the food service industry at a supervising level can be substituted for the 4-year degree requirements.
(ii) Lower Tier Subrecipient must submit to Subrecipient the registration I.D. number and expiration date of the Registered Dietician along with complete verifiable resumes of the Registered Dietician or Food Service Manager for the County ’s AD approval.
(iii) Subrecipient may, at its sole discretion, waive this requirement or, for repeated deficiencies of non-compliance, require Lower Tier Subrecipient to fill both positions, or expand the required positions to full time positions. (iv) The County’s consent to sub-contract shall not waive County’s right to prior and continuing approval by the County’ s Contract Manager of the hiring of a Food Services Manager responsible for the direct administration of food services for seniors.
(v) Non-Hire. Subrecipient acknowledges that Lower Tier Subrecipient has invested considerable amounts of time and money in training its Supervisory Employees. Therefore, the Subrecipient agrees that during the Supervisory Employee’s employment with Lower Tier Subrecipient and for a period of twelve (12) months thereafter no Supervisory Employees of Lower Tier Subrecipient will be hired by Subrecipient nor any facility affiliated with Subrecipient, nor will Subrecipient permit employment of Lower Tier Subrecipient Supervisory Employees on Subrecipient’s Premises or the Premises of any 3 facility affiliated with Subrecipient. Subrecipient agrees that if it violates this provision, Subrecipient shall pay to Lower Tier Subrecipient and Lower Tier Subrecipient shall accept as liquidated damages and not as a penalty, an amount equal to one time the annual salary) of the Supervisory Employee(s) hired by or allowed to work with Subrecipient in violation of the terms of this Agreement. Lower Tier Subrecipient shall be entitled to pursue all other remedies available under federal, state, or local law. This provision shall survive the termination of this Agreement.
1.4 Party Representatives. For the purposes of this Agreement, the Subrecipient Representative shall be Gabriela Regalado, Director of Social Services , and Daniel Abrego, Senior Center Manager (collectively, the “Subrecipient Representative”). For the purposes of this Agreement, the Lower Tier Subrecipient Representative shall be John Kirk, President (collectively, the “Lower Tier Subrecipient Representative”).
1.5 Time of Performance. Lower Tier Subrecipient shall commence the services immediately upon receipt of a notice to proceed from the Subrecipient Representative.
Lower Tier Subrecipient shall perform all services by the deadline established by the Subrecipient Representative or, if no deadline is established, with reasonable diligence. In Fiscal Year 2026/27, there are 251 serving days , including the following holidays and special occasions (special menus): Fourth of July; Thanksgiving; Mexican Independence; St. Patrick’s Day; Oktoberfest; Easter; Juneteenth; Halloween; Cinco de Mayo; Lunar New Year’s; Mother’s Day; Valentine’s Day; Indigenous Peoples Day, Caesar Chavez Day, and Father’s Day; Martin Luther King’s Day; Ash Wednesday; Memorial Day and Labor Day.
1.6 Permits and Licenses . Lower Tier Subrecipient shall obtain and maintain during the Agreement term all necessary licenses, permits, certificates, and other documents required by law or by Subrecipient, the County, the State, or other governmental or regulatory bodies for the provision of services under this Agreement, including a business license, public health license, Los Angeles County Health Department Inspection Reports, annual Fire Inspection Certificates, and other documents attached for the County’ s approval. Lower Tier Subrecipient shall notify Subrecipient of any suspension, termination, lapses, non-renewals, or restrictions of required licenses, permits, certificates, or other documents that may be cause for termination of this Agreement.
2. Term of Agreement. The initial term of this Agreement shall be from the Effective Date through June 30, 2027, subject to the provisions of Sections 10, 11, and 13, and availability of Federal funds through the AD. This Agreement shall automatically renew annually for consecutive one (1) year terms , unless sooner terminated as provided in Section 13 of this Agreement . However, Subrecipient shall bid all agreements for food services during the AD RFP period. Subrecipient shall bid on subsequent project fiscal year food services contract. Subrecipient shall award contracts based on cost, capacity to provide service, proven competency, quality of product, proximity of meal locations, or other justifiable reasons subject to review and acceptance by the AD.
3. Compensation.
3.1 Compensation. As full compensation for Lower Tier Subrecipient’s services provided under this Agreement during Fiscal Year 2026/27, Subrecipient shall pay Lower 4 Tier Subrecipient the following amounts per meal: (1) Congregate Meals: $5.09 per meal; (2) Home Delivered Meals: $ 6.16 per meal; and (3) Frozen Meals: $ 5.77 per meal (4) Emergency Meals: $6.76 per meal . The total compensation under this Agreement shall be a sum not -to-exceed Seven Hundred and Ten Thousand Dollars ($710,000.00) (the “maximum compensation”). In no event shall the Consultant be paid more than the maximum compensation (which includes expenses and additional services, if any) during the term of this Agreement.
3.2 Expenses. The amount set forth in Section 3.1 shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement.
3.3 Additional Services. Subrecipient shall not allow any claims for additional services performed by Lower Tier Subrecipient, unless the City Council or the City Manager, as authorized, authorizes the additional services in writing prior to Lower Tier Subrecipient’s performance of the additional services or the incurrence of additional expenses. Subrecipient shall make payment for additional services and expenses in accordance with Section 4 of this Agreement.
3.4 Future Pricing. Pricing adjustments shall be made on an annual basis and shall be for the increase over the prior twelve (12) months in the most recently released U.S. Department of Labor Consumer Price Index, All Urban Consumers, National Average Unadjusted, Food Away From Home . However, any annual increase in pricing shall not exceed three percent (3%) per year. Up to ninety (90) days prior to the anniversary of the Commencement Date, Lower Tier Subrecipient shall provide Subrecipient notification of the adjustment. On the anniversary date, Lower Tier Subrecipient proposed adjustments shall go into effect, unless the Parties have entered into a written agreement with an alternative cost adjustment.
4. Method of Payment.
4.1 Invoices. Not later than the fifth (5th) day of each month, Lower Tier Subrecipient shall submit to Subrecipient detailed invoices for all services performed pursuant to this Agreement during the prior month. Each invoice shall itemize the services rendered during the billing period, hourly rates charged, if applicable, and the amount due.
Subrecipient shall review the invoices and notify Lower Tier Subrecipient in writing within ten (10) business days of receipt of any disputed invoice amounts.
4.2 Payment. Subrecipient shall pay all undisputed portions of the invoices within thirty (30) calendar days after receipt up to the maximum compensation specified in Section
3.1 of this Agreement. Subrecipient shall not withhold federal payroll, state payroll and other taxes, or other similar deductions from each payment made to Lower Tier Subrecipient.
4.3 Audit of Records and Bonding.
(a) Lower Tier Subrecipient shall maintain financial records and reports related to funds received under this Agreement.
5 (b) Lower Tier Subrecipient shall remain fully responsible for all performance and fiscal monitoring required of it under this Agreement, including those that Subrecipient has determined to sub -contract with, notwithstanding the County’s approval of Subrecipient’s proposed sub-contract.
(c) Lower Tier Subrecipient shall maintain books, records, documents, and other accounting procedures and practices that reflect all costs of any nature, including cost of raw food and labor costs expanded in the performance of this Agreement. These records shall be subject to audit or inspection by duly authorized County, State, or Federal personnel.
(d) Lower Tier Subrecipient shall maintain all books, records, and other documents relative to this Agreement for three (3) years after final payment or audit by the United States Department of Health and Human Services, the California Department of Aging, or the County of Los Angeles, or for five (5) years if no audit has occurred. (e) Lower Tier Subrecipient shall provide to the Subrecipient, on an annual fiscal year basis, an Insurance Certification that all persons handling funds received or disbursed by this Agreement are covered by Liability Insurance, Workers’ Compensation Insurance, and applicable Automobile Insurance.
(f) Lower Tier Subrecipient shall provide, on an annual basis, an official copy of the C ertified Public Accountant’s Financial Review Report , which shall be conducted following generally accepted accounting practices, to determine that there has been a proper accounting for and use of the County Agreement funds. All records of the Lower Tier Subrecipient bearing upon food purchases, storage, and food preparation directly related to said program under this Agreement shall be made available to Subrecipient upon request.
(g) Lower Tier Subrecipient shall furnish reports as required by Subrecipient, the AD, California Department of Aging, and the U.S. Administration on Aging.
(h) Lower Tier Subrecipient shall use standardized recipes that meet Hazard Analysis and Critical Control Point (“HACCP”) requirements as part of their HACCP Program and which shall be available to Subrecipient and the AD for review. (i) Lower Tier Subrecipient shall supply raw food and labor costs to Subrecipient as needed.
(j) Lower Tier Subrecipient shall permit periodic monitoring of contracted activities by the Subrecipient, Dietary Administrative Support Services Subrecipient, County, State, or Federal personnel.
5. Standard of Performance . Lower Tier Subrecipient shall perform all services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to Subrecipient.
6. Ownership of Documents. All reports, documents or other written material (“written products”) developed by Lower Tier Subrecipient in the performance of this Agreement shall be and remain Subrecipient’s property without restriction or limitation upon its use or dissemination by Subrecipient. Written products shall not be the subject of a 6 copyright application by Lower Tier Subrecipient. Any alteration or reuse by Subrecipient of any written products on any project other than the project for which they were prepared shall be at Subrecipient’s sole risk, unless Subrecipient compensates Lowe r Tier Subrecipient for such reuse.
7. Status as Independent Contractor . Lower Tier Subrecipient is, and shall at all times remain as to Subrecipient, a wholly independent contractor. Lower Tier Subrecipient shall have no power to incur any debt, obligation, or liability on behalf of Subrecipient. Neither Subrecipient nor any of its agents shall have control over the conduct of Lower Tier Subrecipient or any of Lower Tier Subrecipient’s employees, except as set forth in this Agreement. Lower Tier Subrecipient shall not, at any time, or in an y manner, represent that it or any of its officers, agents or employees are in any manner Subrecipient employees. Lower Tier Subrecipient shall pay all required taxes on amounts paid to Lower Tier Subrecipient under this Agreement and indemnify and hold Subrecipient harmless from any and all taxes, assessments, penalties, and interest asserted against Subrecipient by reason of the independent contractor relationship created by this Agreement. Lower Tier Subrecipient shall fully comply with the workers’ co mpensation law regarding Lower Tier Subrecipient and Lower Tier Subrecipient’s employees. Lower Tier Subrecipient shall indemnify and hold Subrecipient harmless from any failure of Lower Tier Subrecipient to comply with applicable workers’ compensation la ws. Subrecipient may offset against the amount of any fees due to Lower Tier Subrecipient under this Agreement any amount due to Subrecipient from Lower Tier Subrecipient as a result of Lower Tier Subrecipient’s failure to promptly pay to Subrecipient any reimbursement or indemnification arising under this Section 7.
8. Confidentiality. All data, documents, discussion or other information (collectively “data”) developed or received by Lower Tier Subrecipient or provided for performance of this Agreement are deemed confidential. Lower Tier Subrecipient shall keep all data confidential and shall not disclose any data to any person or entity without Subrecipient’s prior written consent. Subrecipient shall grant such consent if disclosure is legally required. Lower Tier Subrecipien t shall return all data to Subrecipient up on the expiration or termination of this Agreement. Lower Tier Subrecipient’s covenant under this Section 8 shall survive the expiration or termination of this Agreement.
9. Conflict of Interest . Lower Tier Subrecipient, during the term of this Agreement, shall have no interest, direct or indirect, with respect to Subrecipient that would create a conflict of interest. No member, officer, or employee of Subrecipient , and no official, officer, or employee of the County of Los Angeles who exercises any responsibilities or functions with respect to Subrecipient during his or her tenure, or for one year thereinafter, shall have any interest direct or indirect, in this Agreement or the proceeds of this Agreement . Lower Tier Subrecipient warrants that no person has been employed to solicit or secure this Agreement upon any agreement for a commission, percentage, brokerage, or contingent fee. Breach of this warranty shall give Subrecipient the right to terminate this Agreement or, at Subrecipient’s discretion, to deduct from Lower Tier Subrecipient's fees the amount of such commission, percentage, brokerage , or contingent fee.
7 10. Indemnification. Lower Tier Subrecipient agrees to indemnify, defend and hold harmless Subrecipient and the County, and their officers, attorneys, agents, employees, designated volunteers, successors, and assigns against any and all claims arising from acts, omissions, or negligence of Lower Tier Subrecipient, its officers or employees unless such claims are due to the sole active negligence or willful misconduct of Subrecipient. Further, Lower Tier Subrecipient agrees to indemnify, defend, and hold harmless the County and Subrecipient, and their agents, officers, and employees from any and all liability including, but not limited to, wages, overtime pay, liquidated damages, penalties, court costs, and attorneys’ fees arising under any wage and hour law including, the Federal Fair Labor Standards Act, for services performed by Lower Tier Subrecipient’s employees for which Subrecipient or the County may be found jointly or solely liable. Lower Tier Subrecipient shall defend any suit against Subrecipient and the County alleging personal injury, sickness, or disease arising out of meals served at the project sites provided food is served within two (2) hours after delivery. Subrecipient shall promptly notify Lower Tier Subrecipient in writing of any claims against Lower Tier Subrecipient or Subrecipient and, in the event of a suit being filed. Lower Tier Subrecipient shall promptly forward to Subrecipient all papers in connection therewith. Subrecipient shall not incur any expenses or make any settlement without Lower Tier Subrecipient’ s consent. However, if Lower Tier Subrecipient refuses or neglects to defend any such suit, Subrecipient may defend, adjust, or settle any such claim, and the cost of such defense, adjustment, or settlement, including reasonable attorneys’ fees, shall be charged to Lower Tier Subrecipient. Lower Tier Subrecipient’s covenant under this Section 10 shall survive the expiration or termination of this Agreement
11. Insurance.
11.1 Lower Tier Subrecipient shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company admitted to do business in California, rated “A” or better in the most recent A.M. Best Insurance Rating Guide, and approved by Subrecipient, a policy or policies of: (1) broad -form commercial general liability insurance with minimum limits of One Million Dollars ($1,000,000) each occurrence, Two Million Dollars ($2,000,000) general aggregate, One Million Dollars ($1,000,000) p roducts/completed operations ag gregate, and One Million Dollars ($1,000,000) personal and advertising injury; (2) automobile liability insura nce, with minimum combined single limits of One Million Dollars ($1,000,000) for each accident, including coverage for all “owned,” “hired,” and “non-owned” vehicles, or coverage for “any auto”; (3) workers’ compensation insurance with a minimum limit of One Million Dollars ($1,000,000), or the amount required by law, whichever is greater ; (4) sexual misconduct per claim of One Million ($1,000,000) and One Million aggregate ($1,000,000); (5) property coverage for use of County owned or leased property must carry property coverage at least as broad as that provided by th e ISO special causes of loss (ISO policy form CP 1030).
Automobiles and mobile equipment must be insured for their actual cash value; (6) crime coverage with limits of not less than Fifty Thousand Dollars ($50,000) per occurrence (7) cyber insurance liability with minimum limit of Three Million ($3,000,000). Subrecipient, its officers, employees, attorneys, and designated volunteers shall be named as additional insureds on the policy(ies) as to commercial general liability and automobile liability with 8 respect to liabilities arising out of Lower Tier Subrecipient’s performance of services under this Agreement.
11.2 Each insurance policy required by this Section 11 shall be endorsed as follows: (1) the insurer waives the right of subrogation against Subrecipient and its officers, employees, agents and representatives; (2) except for workers’ compensation policies, the policies are primary and non -contributing with any insurance that may be carried by Subrecipient; and (3) the policies may not be canceled or materially changed except after thirty (30) calendar days’ prior written notice by insurer to Subrecipient , unless canceled for non-payment, then ten (10) calendar days’ notice shall be given.
11.3 All insurance coverages shall be confirmed by execution of endorsements required under Section 11.2. Lower Tier Subrecipient shall file the endorsements with Subrecipient on or before the date of commencement of services pursuant to this Agreement, and thereafter maintain current endorsements on file with Subrecipient. The endorsements are subject to Subrecipient’s approval. Lower Tier Subrecipient shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11.
11.4 In the event of any new or additional meal locations are started, the insurance carrier shall name all new or additional sites as insured under the policies required by this Section 11.
11.5 Lower Tier Subrecipient’s failure to procure or maintain the insurance policies required under this Section 11 shall constitute a material breach of this Agreement and Subrecipient may immediately terminate this Agreement.
12. Cooperation. In the event any claim or action is brought against Subrecipient relating to Lower Tier Subrecipient’s performance of services under this Agreement, Lower Tier Subrecipient shall render any reasonable assistance and cooperation that Subrecipient requires.
13. Termination. Subrecipient and Lower Tier Subrecipient may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to the other party at least thirty (30) calendar days before the termination is to be effective.
Subrecipient may terminate this Agreement immediately, without advance written notice, for cause. In addition, Subrecipient may terminate this Agreement because of lack of funds, repeated citations by the AD, and failure to make corrective actions re quired by the AD. In the event funds to finance this Agreement, or part of this Agreement, become unavailable, the obligations of each party under this Agreement may be terminated upon no less than ten (10) calendar days’ written notice delivered to the other party by ce rtified mail, telegram, or in person. The AD shall be the final authority as to the availability of Federal or State funds. Lower Tier Subrecipient shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. Lower Tier Subrecipient shall be paid for services satisfactorily rendered to the last working day this Agreement is in effect, and Lower Tier Subrecipient shall deliver all materials, reports, documents, notes or ot her written materials compiled through the last working day this Agreement is in effect. In no event shall Lower Tier Subrecipient be entitled to receive more than the maximum compensation set forth in Section 3 of this Agreement that would 9 be paid to Lower Tier Subrecipient for the full performance of the services required by this Agreement. Neither party shall have any other claim against the other party by reason of such termination.
14. Notices. Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and given by first class United States mail or by personal service. Notices shall be conclusively deemed effective on: (a) personal delivery, (b) confirmed delivery by courier servi ce during Lower Tier Subrecipient’s and Subrecipient’s regular business hours, or (c) the third (3rd) business day after deposit in the United States mail, by first class mai l, postage prepaid, to the addresses below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section 14. All notices shall be delivered to the parties at the following addresses:
If to Subrecipient: Gabriela Regalado, Director of Social Services City of Norwalk
12700 Norwalk Boulevard
Norwalk, California 90650
Fax: (562) 929-5773
With a copy to:
Daniel Abrego, Senior Center Manager
City of Norwalk
Norwalk Senior Center
14040 San Antonio Dr.
Norwalk, California 90650
Fax: (562) 929-5532
If to Lower Tier Subrecipient: John Kirk, President
Trio Community Meals
100 Valley Drive
Pearl, MS 39208
Fax:
10 15. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Lower Tier Subrecipient shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by l aw. Lower Tier Subrecipient shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation . Lower Tier Subrecipient shall comply with all Federal, State, and County laws or regulations pertaining hereto, including the Americans with Disabilities Act and applicable Civil Rights Acts. Upon receipt of evidence of such discrimination by Lower Tier Subrecipient, Subrecipient may terminate this Agreement. A written affirmative action plan, embodying both (1) goals and timetables of minority manpower utilization and (2) specific affirmative action steps directed at increasing minority utilization by means of applying good faith efforts to carry out such steps is to be included.
16. Prohibition of Subcontracting, Assignment and Delegation . Lower Tier Subrecipient shall not subcontract, assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without Subrecipient’s prior written consent, except that claims for monies due , or to become due , from Subrecipient under this Agreement may be assigned to a bank, trust company, or other financial institution, or withheld by the County. Subrecipient’s consent to a subcontract or an assignment of rights under this Agreement shall not release Lower Tier Subrecipient from any of its obligations or alter any of its primary obligations to be performed under this Agreement. Any attempted subcontract, assignment or delegation in violation of this Section 16 shall be void and of no effect and shall entitle Subrecipient to terminate this Agreement. As used in this Section 16, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.
17. Compliance with Laws.
17.1 All Applicable Laws . Lower Tier Subrecipient shall, at its own cost and expense, comply with all federal and state laws, and local laws, ordinances, codes, regulations, and requirements applicable to this Agreement, whether now in force or hereinafter enacted, including the ordinances, regulations, policies, codes, and provisions of the County and the AAA. Lower Tier Subrecipient shall conform to the nutrition requirements under Title III-C of the Older Americans Act of 1965, as amended, including providing the minimum Title III-C requirement per person of one third of the Recommended Daily Allowance (RDA). Lower Tier Subrecipient shall comply with the California Uniform Retail Food Facilities Law (CURFFL), the HACCP requirements , and AAA Policies and Procedures for Senior Nutrition Sites, Central Kitchens, and Home Delivered Meals. 11 17.2 Citizenship Laws. Lower Tier Subrecipient and Subrecipient warrant their full compliance with all laws regarding employment of aliens and others, and that all its employees performing services under this Agreement meet the citizenship or alien status requirements contained in the Federal Immigration Reform and Control Act of 1986. Lower Tier Subrecipient and Subrecipient shall obtain, from all covered employees providing services under this Agreement, all verification and other documentation of employment eligibility status required by Federal statutes and regulations as they currently exist and are amended. Lower Tier Subrecipient and Subrecipient shall indemnify, defend and hold harmless the County, its officers, and employees from employer sanctions and any other liability that may be assessed against Lower Tier Subrecipient and Subrecipient or County, or both, in connection with any alleged violation of Federal statues or regulations pertaining to the eligibility for employment of persons performing services under this Agreement.
18. No Third Party Beneficiaries Intended . Except as otherwise provided in Sections 1.1(a) and 10, this Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
19. Non-Waiver of Terms, Rights and Remedies . No waiver by any party of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states. No delay or omission to exercise any right, power or remedy accruing to Subrecipient under this Agreement shall impair any right, power or remedy of Subrecipient, nor shall it be construed as a waiver of, or consent to, any breach or default by Lower Tier Subrecipient.
Further, no payment made by Subrecipient to Lower Tier Subrecipient shall constitute or be construed as a waiver by Subrecipient of any breach or default by Lower Tier Subrecipient, and the making of any such payment by Subrecipient shall in no way impai r or prejudice any right or remedy available to Subrecipient with regard to such breach or default. Waivers of breach of any provision of this Agreement shall be construed to be a modification of terms of this Agreement.
20. Exhibits; Precedence . All documents referenced as exhibits in this Agreement constitute a part of this Agreement and are incorporated into this Agreement by this reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, the provisions of this Agreement shall control.
21. Entire Agreement; Modification of Agreement . This Agreement and all exhibits referred to in this Agreement constitute the final, complete and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all other prior or contemporaneous oral or written understandings and agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in this Agreement. This Agreement may be modified only by a writing signed by both parties and upon prior written approval from the County. 12 22. Headings. The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the parties to this Agreement.
23. Word Usage. Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.
24. Governing Law and Choice of Forum . This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguit ies are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a municipal, superior or federal court with geographic jurisdiction over the Subrecipient.
25. Attorneys’ Fees. In any litigation or other proceeding by which on e party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be shall be awarded reasonable attorneys’ fees together with an y costs and expenses, to resolve the dispute and to enforce the final judgment.
26. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
27. Counterparts. This Agreement shall be executed in three (3) original counterparts each of which shall be of equal force and effect. One counterpart shall be delivered to Lower Tier Subrecipient, one counterpart shall be delivered to the City Clerk for archiving and one counterpart shall be delivered to Social Services Department for day- to-day reference. No handwritten or typewritten amendment, modification or supplement to any one counterparts shall be valid or binding unless made to all three counterparts in conformity with Section 26.
The parties, through their respective authorized representatives, are signing this Agreement on the date stated in the introductory clause.
ATTEST:
CITY OF NORWALK
a California municipal corporation
By:
Jesus M. Gomez, City Manager
13 By:
Theresa Devoy, City Clerk
APPROVED AS TO FORM:
By: _____________________________
Arnold M. Alvarez -Glasman, City
Attorney
TRIO COMMUNITY MEALS, LLC
a Mississippi limited liability company
By:
Name: John Kirk
Title: President
Exhibit A, Pg. 1
EXHIBIT A
STATEMENT OF WORK
Lower Tier Subrecipient shall provide the following congregate, home delivered, emergency and frozen meals:
Congregate meals:
Meals to be ordered by Subrecipient:
Daily average - 200 at the Senior Center
Daily average - 50 at the Social Services Center
Total of average - 250 meals per day x average 5 days a week = average 1,250 per week The average of 1,250 meals per week x 52 weeks per year = average of 65,000 meals per year.
Home Delivered meals:
These meals shall be packaged and ready.
Daily average - 225 meals.
Total average - 225 meals per day x 5 days a week = average of 1,125 meals per week.
The average 1,125 meals per week x 52 weeks per year = average of 58,500 meals per year.
Emergency meals:
Total of 675 meals per year and requested as needed.
Frozen meals:
Total of 5,457 meals as needed.
Lower Tier Subrecipient shall provide meals on time on a daily basis and notify the Subrecipient of meal substitutions in a timely manner.
Lower Tier Subrecipient shall provide complimentary monthly birthday cake on the last day of each month for recognition of birthdays.
Lower Tier Subrecipient shall provide Senior Nutrition menu calendars two (2) months in advance for Subrecipient’s and the County’s approval.
Exhibit B, Pg. 1
EXHIBIT B
SUBAWARD
NUMBER ENP 252606
(Attached)