AGREEMENT BETWEEN THE CITY OF SANTA ANA AND
COMMUNITY SENIORSERV, INC., DBA MEALS ON WHEELS ORANGE COUNTY
FOR THE SENIOR MEALS PROGRAM
THIS AGREEMENT is made and entered into on this Ist day of July, 2025 by and
RECITALS
A. The City desires to retain Contractor to participate in delivering meals to homebound senior residents and providing meals for senior residents at City senior centers.
B. Contractor represents that Contractor is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Contractor shall deliver a total of three nutritious meals, five days a week, to participants' homes along with case management services through the Home Delivered Meal Program ("HDM"). In addition, Contractor will deliver nutritional lunches to participants at the Southwest Senior Center and the Santa Ana Senior Center as part of the Lunch Café (Grab & Go) Program.
All participants in the program will be enrolled through the City of Santa Ana Parks, Recreation and Community Services Agency. Programs shall operate as outlined in the attached Exhibit A, attached hereto and incorporated by reference.
In the event of a reduction in federal, state, and/or other governmental funding, Contractor may modify the number of meals provided per day, the number of service days per week, and/or the number of unduplicated participants. Contractor shall notify the City of any planned modifications 30 days prior to implementation.
COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed One Hundred Thousand Dollars anc
00/100 ($100,000.00). This sum is comprised of (1) the base amount of $90,300.00 and (2) a contingency in the amount of $9,700.00 for additional services at the City's sole discretion.
b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's accounts) with financial institutions.
Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on July 1, 2025 and terminate on June 30, 2026, unless terminated earlier in accordance with Section 15, below. The parties agree that certain specified sections of this Agreement will survive termination or expiration of the Agreement.
4. INDEPENDENT CONTRACTOR
Contractor and its employees, agents and officers shall, during the entire term of this Agreement, be construed to be independent contractors and not employees of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
Contractor is not an agent, representative, or employee of the City and Contractor shall have no authority to act on behalf of the City.
INSURANCE
Contractor shall procure and maintain for the duration of the Agreement, the following insurance coverages:
Minimum Scope and Limit of Insurance:
• Commercial General Liability (CGL). Insurance Services Office ("ISO") Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate.
Automobile Liability (AL). Insurance Services Office Form C'A 00 01 covering Code 1 (any auto), with combined single limits of $1,000,000. In the event Contractor does
not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance with existing limits, which can be lower than $1,000,000.
Workers' Compensation. Asrequired by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, per employec, per policy for bodily injury or disease. This requirement can be waived if Vendor has no employees.
• If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
• CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Permittee including materials, parts, equipment, and personnel furnished in connection with such work or operations.
• All required insurance policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Permittee for City.
All required insurance policies: For any claims related to this contract, Permittee's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.
• All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Permittee's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability.
• Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment.
Self-Insured Retentions. Self-insured retentions must be declared to and approved by the City. City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
Verification of Coverage. Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins.
However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time.
Claims-Made Policies. If any of the required policies provide coverage on a claims-made basis:
• The retroactive date must be shown and must be before the date of the Agreement or the beginning of work.
Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work.
• If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work.
Subcontractors. Contractor shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from sub-contractors.
Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances.
6. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. This indemnification provision shall survive expiration or termination of this Agreement.
7. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. This records provision shall survive expiration or termination of this Agreement.
8. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. This confidentiality provision shall survive expiration or termination of this Agreement.
9. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.
10. BACKGROUND CHECK
Contractor shall not assign any employee, agent, subcontractor or volunteer to provide services pursuant to this Agreement, if that employee, agent, subcontractor or volunteer is required to register as a sex offender under California Penal Code Section 290 et seq, has a conviction for
any crime of moral turpitude, has a conviction for a violent felony as defined in California Penal Code Section 667.5(c), or has a conviction for a serious felony as defined in California Penal Code Section 1192.7(c). Disqualifying convictions include but are not limited to, violations of California Penal Code Sections 37, 128, 136.1 with Section 186.22, 187, 190-190.4 and 192(a), 205, 206, 207-209.5, 211, 212, 212.5, 213, 214, 215, 218-219, 220, 236.1(b) or 236.1(c), 243.4, 261, 261.5, 273.5, 262, 264.1, 266, 266c, 266h, 266i, 266j, 267, 269, 272, 273a, 273ab, 273d, 285, 286, 288, 288a, 288.2, 288.3, 288.4, 288.5, 288.7, 289, 290, 311.1, 311.2, 311.3, 311.4, 311.10, 311.11, 314, 347(a), 368, 417(b), 451(a),518 with 186.22, 647.6, 653f(c), 664 and 187, 667.5(c), 18745, 18750, or 18755, 12022.53, 11418(b)(1) or (b)(2); Business and Professions Code Section 729. Failure to comply with this Section shall be grounds for immediate termination of this Agreement.
11. NOTICE
To City: City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
With copy to: Executive Director
Parks, Recreation and Community Services
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, CA 92702
To Contractor: Community SeniorServ, Inc. dba Meals on Wheels Orange County Attn: Holly Hagler, President & CEO
1200 N. Knollwood Circle
Anaheim, CA 92801
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded.
12. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. 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.
13. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, it may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services, which are the subject to this Agreement performed by City personnel or by other Contractors retained by City.
14. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
15. TERMINATION
This Agreement may be terminated by the City upon fifteen (15) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to the effective date of termination.
In the event federal and/or state funding becomes unavailable or substantially reduced, parties may terminate the agreement upon 30 days' notice with satisfactory proof of unavailability and/or reduction in funding.
16. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion. termination or other employment related activities or in connection with any activities under this
Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
17. JURISDICTION-VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. This jurisdiction provision will survive expiration or termination of this Agreement.
18. LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
19. COMPLIANCE WITH LAWS
Contractor shall keep informed of State, Federal and Local laws, ordinances, codes and regulations that in any manner affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. The Contractor shall at all times comply with such laws, ordinances, codes and regulations. The City, its officers and employees shall not be liable at law or in equity occasioned by failure of Contractor to comply with this Section.
20. SEVERABILITY
In the event that one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree or count of cons, tent is cious such in ali, or sens is gal men, let an haf be interpreted to carry out the intent of the parties hereunder.
21. EXHIBITS
All Exhibits referenced herein and/ or attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
22. AUTHORITY
The person(s) executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing
this Agreement, the parties hereto are formally bound by the provisions of this Agreement.
23. COUNTERPARTS
This Agreement may be executed by the parties hereto in separate counterparts, each of which when executed and delivered shall be an original, but all such counterparts shall together onstitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto.
24. ELECTRONIC SIGNATURES
This Agreement and counterparts of this Agreement may be executed and delivered by facsimile or other electronic means by any of the parties to this Agreement. The facsimile, email or other electronically delivered signatures of the parties shall be deemed to constitute original signatures.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Alvaro Nunez
City Clerk City Manager
APPROVED AS TO FORM CONTRACTOR
SONIA R. CARVALHO
City Attorney
Holl Saper
By:
Jonathan T. Martinez/ Holly Hagler
Assistant City Attorney President & CEO
RECOMMENDED FOR APPROVAL
Hawk Scott
Executive Director
Parks, Recreation and Community Services Agency
EXHIBIT A City of Santa Ana
Scope of Work
Name of Organization Meals on Wheels Orange County
Name of Funded Program Home Delivered and Lunch Cafe Programs Annual Accomplishment Goal
I. Total number of unduplicated Participants (Santa Ana and Non-Santa Ana participants) anticipated to be served by the funded program, named above, during the contract period, from July 1, 2025 - June 30, 2026. 7936 Participants
Il. Number of ONLY unduplicated Santa Ana Participants to be served by the funded program, named above, during the contract period, from July 1, 2025 - June 30, 2026.
420 Participants
Program and Funding Description
III. Description of Work - In the space below, describe the program to be funded during the 12-month contract period.
What specific activities will be undertaken during the contract period? Please be concise in your response. Only the viewable space will print.
For FY 25-26, Santa Ana discretionary funds not to exceed $100,000 ($90,300 for base services [Home Delivered Meals and Lunch Cafe Programs] and $9700 for additional as needed services) will be utilized to help fund the raw food costs of home delivered and Lunch Cafe meals to Santa Ana older adult participants from July 1, 2025 - June 30, 2026.
Home Delivered Meal Program:
Participants in the HDM Program will receive three nutritious meals, 5 days a week delivered to their home along with case management services. Paid and volunteer drivers will deliver meals. Eligibility and case management services will be provided by Meals on Wheels Orange County Case Managers. Participants will also have access to other services at no charge including in-home services, respite services, home safety equipment, Friendly Visitors and other resources.
Lunch Cafe Program:
Participants in this Program will be provided with nutritional lunches at two sites in Santa Ana - Southwest Senior Center and Santa Ana Senior Center.
Additional As-Needed Services:
During the course of the year, the City conducts programs/services that may require additional meals to be provided that are beyond the scope of the programs listed above. In such instances, the City will request a quote from Community SeniorServ (dba Meals on Wheels Orange County) for additional cost and use contingency funds included in the total agreement amount.
Schedule of Performance
Estimate the number of ONLY unduplicated Santa Ana participants to be served by the funded program during the 12- month contract period per quarter. (Enter number of new Santa Ana Participants served each quarter. If they were served in quarter 1, do not count them again in quarter 2) Quarter 1: July 1 - September 30 105|Participants
Quarter 2: October 1 - December 31 105 Participants
Quarter 3: January 1 - March 31 105 participants
Quarter 4: April 1 -June 30 105 participants
420| Total unduplicated Santa Ana Participants to be served.
Estimated Invoicing
Quarter 1: July 1 - September 30 $25,000
Quarter 2: October 1 - December 31 $25,000
Quarter 3: January 1 - March 31 $25,000
Quarter 4: April 1 -June 30 $25,000
$ 100,000.00 Total including contingency
Exhibit A Page 1 of 1