2015/07/01 Family Service Association FY15/16 senior nutrition meals PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT for Professional Services ("Agreement") is made this 225day of
2015 ("Effective Date") by and between the CITY OF MENIFEE ("City") and Family
ervlce Association, a California non-profit corporation ("FSA"). ("FSA") (together sometimes
referred to as the "Parties').
Section 1. SERVICES. Subject to the terms and conditions set forth in this
Agreement, FSA shall provide to City the services described in the Scope of Work, (Exhibit
A) and incorporated here and generally described as the Senior Nutrition Program, which
provides nutritious meals for Menifee senior residents. Senior Nutrition Program services will
be provided at Kay Ceniceros Senior Center (29995 Evans Road). As the current center
operator, City shall coordinate with FSA regarding dates and times for regular program
delivery. FSA will perform subsequent Task Orders as requested by the Contract
Administrator, in accordance with the Scope of Work. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall
prevail.
1.1 Term of Services. The term of this Agreement shall begin on July 1,
2015 and shall end on June 30, 2016, with two (2) single year (July 1, 2016 — June 30, 2017
and July 1, 2017 — June 30, 2018) renewals upon mutual agreement, unless the term of the
Agreement is otherwise terminated or extended as provided for in Section 8. The time provided
to FSA to complete the services required by this Agreement shall not affect the City's right to
terminate the Agreement, as provided for in Section 8. Terms are contingent upon FSA
maintaining active contract in good standing with the County of Riverside Office on Aging.
1.2 Standard of Performance. FSA shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed by a
competent practitioner of the profession in which FSA is engaged in the geographical area in
which FSA practices its profession and to the sole satisfaction of the Contract Administrator.
1.3 Assignment of Personnel. FSA shall assign only competent personnel
to perform services pursuant to Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons, FSA
shall, immediately upon receiving notice from City of such desire of City, reassign such person
or persons.
1.4 Time. FSA shall devote such time to the performance of services
pursuant to this Agreement as may be reasonably necessary to satisfy FSA's obligations
hereunder.
1.5 Authorization to Perform Services. FSA is not authorized to perform
any services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 2. COMPENSATION. City hereby agrees to pay FSA a sum not to exceed
Zero dollars and zero cents ($0.00) notwithstanding any contrary indications that may be
contained in FSA's proposal, for services to be performed and reimbursable costs incurred
under this Agreement; the Senior Nutrition Program will be provided free of cost. In the event
4824-7172-0963.1
Professional Services Agreement with FSA 1 of 13
of a conflict between this Agreement and Exhibit A, regarding the amount of compensation,
this Agreement shall prevail.
Section 3. FACILITIES AND EQUIPMENT. Except as otherwise provided, City
shall, maintain and replace at their expense all existing City owned equipment necessary to
perform the services required by this Agreement. If equipment repair is due to neglect or
misuse by FSA personnel, this expense will be the responsibility of FSA. FSA will be
responsible for cleaning and preventative maintenance of County or FSA owned equipment
and the daily cleaning of all City equipment used for the services required by this agreement.
City shall make available to FSA physical facilities such as desks, filing cabinets, and
conference space, as may be reasonably necessary for FSA's use while consulting with City
employees and reviewing records and the information in possession of the City. The
location, quantity, and time of furnishing those facilities shall be in the sole discretion of City.
In no event shall City be required to furnish any facility that may involve incurring any direct
expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
FSA shall use the Premises solely for the purpose of operating a nutrition program for
Menifee seniors, and shall be used for no other use or uses by FSA without the express
written consent of the City. Any requests for changes in use of the facility must be presented
to the City thirty (30), days in advance of proposed changed.
FSA shall in good faith and with reasonable diligence develop and offer programs that reflect
community needs. During the term of this Lease FSA shall endeavor to involve the residents
of Menifee in all aspects of their activities and shall continue to invite Menifee residents to be
involved in their activities through local media and City Community Services Department
resources.
FSA Signs. FSA may, at FSA's sole cost and expense, place signs on and within the
Premises which incorporate FSA's name, together with City's names for the Premises. All
such signs placed on the Premises shall be approved by the City prior to their installation,
and must be in compliance with City ordinances and regulations.
FSA shall be responsible for general cleanliness of all facilities and equipment necessary to
provide nutrition program. FSA shall incur all costs associated with daily cleaning of
equipment and facilities located on City Premises. FSA and City shall share costs
bi-annually to thoroughly clean program area.
City shall provide FSA with Janitorial equipment and basic cleaning supplies for approved
FSA staff to utilize. City shall also provide pest control services on an as needed basis.
Section 4. WASTE. FSA shall not conduct or permit to be conducted any public or
private nuisance on or from the Premises, or commit or permit to be committed any waste
upon the Premises; provided, however, that FSA may perform any work reasonably
necessary to cause the Premises to be suitable for FSA's permitted uses subject to the terms
of this Agreement, and in particular obtaining City approvals as may be required pursuant to
Section 10 A.
FSA shall not do, bring or keep anything in or about the Premises that will cause a
cancellation of any insurance covering the Premises.
4824a172-0963.1 2 of 13
FSA shall remove all waste incurred from Senior Nutrition and place in city provided waste
containers on a daily basis. Waste to be taken daily to the external trash enclosures located
adjacent to the Kay Ceniceros Senior Center in the parking lot.
Section 5. PROHIBITED ACTIVITIES. FSA may not do any of the following on the
Premises:
1) Conduct or permit any type of unlawful conduct on the Premises; or
2) Allow the consumption or sale of alcohol in or outside of the Premises.
Security. FSA may, at its option, and at FSA's sole cost and expense, employ or post a
security person at the Premises.
COMPLIANCE WITH GOVERNMENTAL REGULATIONS Compliance with Law. FSA shall
comply with all applicable laws and obtain all governmental licenses, permits and approvals
necessary for its operation of the Premises. FSA shall defend, indemnify and hold the City
and its elected officials, employees and agents from and against any and all liabilities, claims,
losses, costs, expenses, penalties, and/or damages which result from FSA's failure to comply
with this requirement.
Non-Discrimination. FSA shall not discriminate in the use of the Premises or in its operations
thereon, including, but not limited to, membership, administration, and/or employment,
against any person or class of persons by reason of race, color, creed, national origin,
religion, age or sex or for any other reason prohibited by law.
Drug Free Workplace. FSA shall at all times observe and comply with the City's Drug Free
Workplace policy, as that policy may in the future be amended, and a copy of which FSA
acknowledges having received from City.
Section 6. CONDITION OF PREMISES
FSA represents that during the term of its occupancy and use of the Premises pursuant to
any previous lease or agreement, no waste was committed, that FSA has fully disclosed to
City all matters which are subject to disclosure or which may affect the condition of the
Premises, and that FSA has not permitted any Hazardous Materials (as defined in this
Agreement) to be present on the Premises during FSA's previous occupancy of the
Premises.
City represents that (1) it is the owner in fee simple of the Premises; (2) the use of the
Premises as set forth in this Agreement does not violate any restrictions applicable to the
Premises; (3) the use of the Premises as set forth in this Agreement is a use permitted upon
the Premises by the applicable zoning requirements, subject to issuance of applicable
permits and approvals; and (4) this Agreement has been approved as required by law.
Section 7. ALTERATIONS AND ADDITIONS
Section 8. Alterations and Additions. FSA shall make no alterations, additions or
improvements to the Premises, except for non-structural work, without City's prior written
consent. City shall not unreasonably withhold such consent to non-structural work.
4824-7172-0963.1 3 of 13
Section 9. Mechanic's Liens. To the extent FSA performs any work on the
Premises, FSA shall promptly pay or cause to be paid, all money due and payable for and on
account of the construction, repair, restoration, replacement, or improvement done by or on
behalf of FSA to or on the Premises. FSA shall indemnify, defend and keep and hold City
and the Premises free and harmless from any and all mechanics', material men's,
contractors' and sub-contractors' liens arising from or growing out of the aforesaid work.
Section 10. Ownership of Improvements/Alterations. All alterations, improvements or
additions which are made on the Premises by the FSA shall become the property of the City
and shall remain upon and be surrendered with the Premises at the expiration of the term of
this Lease. Upon expiration of this Lease, or earlier termination thereof, the Premises (and
any alterations or additions thereto) shall be free, clear and unencumbered, and FSA shall
defend and indemnify City against any future claims, liabilities, losses, costs and damages
arising in connection with any encumbrance placed upon or allowed to be placed upon the
Premises by FSA. Notwithstanding the above, this paragraph shall not apply to FSA's trade
fixtures, furniture, equipment and other machinery, which are not affixed to the Premises in a
manner so that they cannot be removed without material or structural damage to the
Premises, which shall remain the property of the FSA and may be removed by the FSA on or
before the expiration of the term of this Lease, but FSAs' property shall not include the items
listed in Exhibit "C" which shall remain on the Premises.
Section 11. UTILITIES. During the term of this Agreement, all utility costs related to
all electric, gas and water used by FSA on the Premises, shall be paid by City provided
Senior Nutrition Program will provide service to Menifee senior residents only. City reserves
the right to apply and collect utility fees from FSA, contingent on service(s) provided beyond
City boundary and/or food preparation activity within facility kitchen. Use of kitchen facility as
central kitchen will require written approval from City first.
Section 12. INSURANCE REQUIREMENTS. Before beginning any work under this
Agreement, FSA, at its own cost and expense, shall procure the types and amounts of
insurance checked below and provide Certificates of Insurance, indicating that FSA has
obtained or currently maintains insurance that meets the requirements of this section and
which is satisfactory, in all respects, to the City. FSA shall maintain the insurance policies
required by this section throughout the term of this Agreement. The cost of such insurance
shall be included in the FSA's compensation. FSA shall not allow any subcontractor, FSA or
other agent to commence work on any subcontract until FSA has obtained all insurance
required herein for the subcontractor(s) and provided evidence thereof to City. Verification of
the required insurance shall be submitted and made part of this Agreement prior to
execution. FSA acknowledges the insurance policy must cover inter-insured suits between
the City and other Insureds.
12.1 Workers' Compensation. FSA shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or indirectly by FSA per the Labor Code of the State of
California.. Employer's Liability Insurance shall be provided with limits of not less than ONE
MILLION DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00)
disease per employee, ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the
alternative, FSA may rely on a self-insurance program to meet those requirements, but only if
the program of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the Labor Code shall
4824-7172-0963.1 4 of 13
be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or
the FSA, if a program of self-insurance is provided, shall waive all rights of subrogation against
the City and its officers, officials, employees, and authorized volunteers for loss arising from
work performed under this Agreement.
12.2 Commercial General
Automobile Liability Insurance.
12.2.1 General requirements. FSA, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the term of this Agreement in
an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined
single limit coverage, for risks associated with the work contemplated by this Agreement, TWO
MILLION DOLLARS ($2,000,000.00) general aggregate, TWO MILLION DOLLARS
($2,000,000.00) products/completed operations aggregate. If a Commercial General Liability
Insurance or an Automobile Liability form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required occurrence limit.
Such coverage shall include but shall not be limited to, protection against claims arising from
bodily and personal injury, including death resulting therefrom, and damage to property resulting
from activities contemplated under this Agreement, including the use of hired, owned and non-
owned automobiles.
12.2.2 Minimum scope of coveraqe. Commercial general coverage
shall be at least as broad as Insurance Services Office Commercial General Liability occurrence
form CG 0001 or Automobile coverage shall be at least as broad as Insurance Services Office
Automobile Liability form CA 0001 Code 2, 8 and 9. No endorsement shall be attached limiting
the coverage.
12.2.3 Additional requirements. Each of the following shall be included
in the insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident
basis, and not on a claims-made basis.
b. Any failure of FSA to comply with reporting provisions of
the policy shall not affect coverage provided to City and its officers, employees, agents, and
volunteers.
12.3 Professional Liability Insurance.
12.3.1 General requirements. FSA, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for licensed
professionals performing work pursuant to this Agreement in an amount not less than ONE
MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions.
Any deductible or self-insured retention shall be shown on the Certificate. If it exceeds $25,000,
this must be approved by the City.
12.3.2 Claims-made limitations. The following provisions shall apply if
the professional liability coverage is written on a claims-made form:
4824-7172-0963.1 5 of 13
a. The retroactive date of the policy must be shown and must
be no later than the commencement of the work.
b. Insurance must be maintained and evidence of insurance
must be provided for at least five (5) years after completion of the Agreement or the work, so
long as commercially available at reasonable rates.
C. If coverage is canceled or not renewed and it is not
replaced with another claims-made policy form with a retroactive date that precedes the date of
this Agreement, FSA must provide extended reporting coverage for a minimum of five (5) years
after completion of the Agreement or the work. Such continuation coverage may be provided by
one of the following: (1) renewal of the existing policy; (2) an extended reporting period
endorsement; or (3) replacement insurance with a retroactive date no later than the
commencement of the work under this Agreement. The City shall have the right to exercise, at
the FSA's sole cost and expense, any extended reporting provisions of the policy, if the FSA
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be
submitted to the City prior to the commencement of any work under this Agreement.
12.4 All Policies Requirements.
12.4.1 Acceptability of insurers. All insurance required by this section
is to be placed with insurers with a Bests' rating of no less than A: VII and admitted in California.
12.4.2 Verification of coverage. Prior to beginning any work under this
Agreement, FSA shall furnish City with Certificates of Insurance, additional insured
endorsement or policy language granting additional insured status complete certified copies of
all policies, including complete certified copies of all endorsements. All copies of policies and
certified endorsements shall show the signature of a person authorized by that insurer to bind
coverage on its behalf. The Certificate of Insurance must include the following reference: (FSA
Senior Nutrition Program). The name and address for Additional Insured endorsements,
Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29714 Haun Road,
Menifee, CA 92586. The City must be endorsed as an additional insured for liability arising out
of ongoing and completed operations by or on behalf of the FSA.
12.4.3 Notice of Reduction in or Cancellation of FSA shall provide
written notice within ten (10) working days if (1) any of the required insurance policies is
terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self
insured retention is increased. and in no case later than ten (10) working days after FSA is
notified of the change in coverage.
12.4.4 Additional insured: primary insurance City and its officers,
employees, agents, and authorized volunteers shall be covered as additional insureds with
respect to each of the following: liability arising out of activities performed by or on behalf of
FSA, including the insured's general supervision of FSA; products and completed operations of
FSA, as applicable; premises owned, occupied, or used by FSA; and automobiles owned,
leased, or used by the FSA in the course of providing services pursuant to this Agreement. The
coverage shall contain no special limitations on the scope of protection afforded to City or its
officers, employees, agents, or authorized volunteers. The insurance provided to the City as an
4824-7172-0963.1 6 of 13
additional insured must apply on a primary and non-contributory basis with respect to any
insurance or self-insurance program maintained by the City. Additional insured status shall
continue for (1) year after delivery of product(s).
A certified endorsement must be attached to all policies stating that
coverage is primary insurance with respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by the City shall be called upon
to contribute to a loss under the coverage.
12.4.5 Deductibles and Self-insured Retentions. FSA shall obtain the
written approval of City for the self-insured retentions and deductibles before beginning any of
the services or work called for by any term of this Agreement.
During the period covered by this Agreement, only upon the prior express
written authorization of Contract Administrator, FSA may increase such deductibles or self-
insured retentions with respect to City, its officers, employees, agents, and volunteers. The
Contract Administrator may condition approval of an increase in deductible or self-insured
retention levels with a requirement that FSA procure a bond guaranteeing payment of losses
and related investigations, claim administration, and defense expenses that is satisfactory in all
respects to each of them.
12.4.6 Subcontractors. FSA shall include all subcontractors as
insureds under its policies or shall furnish separate certificates and certified endorsements for
each subcontractor. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
12.4.7 Variation. Contract Administrator may approve in writing a
variation in the foregoing insurance requirements, upon a determination that the coverage,
scope, limits, and forms of such insurance are either not commercially available, or that the
City's interests are otherwise fully protected.
12.5 Remedies. In addition to any other remedies City may have if FSA fails
to provide or maintain any insurance policies or policy endorsements to the extent and within
the time herein required, City may, at its sole option, exercise any of the following remedies,
which are alternatives to other remedies City may have and are not the exclusive remedy for
FSA's breach:
• Obtain such insurance and deduct and retain the amount of the premiums
for such insurance from any sums due under the Agreement;
• Order FSA to stop work under this Agreement or withhold any payment that
becomes due to FSA hereunder, or both stop work and withhold any
payment, until FSA demonstrates compliance with the requirements hereof;
and/or
• Terminate this Agreement.
Section 13.INDEMNIFICATION.
4824-7172-0963.1 7 of 13
(a) Indemnification for Professional Liability Where the law establishes a professional
standard of care for FSA's Services, to the fullest extent permitted by law, FSA shall indemnify,
protect, defend and hold harmless any and all losses, liabilities, damages, costs and expenses,
including attorney's fees and costs to the extent same are caused in whole or in part by any
negligent or wrongful act, error or omission of FSA, its officers, agents, employees or sub-FSAs
(or any entity or individual that FSA shall bear the legal liability thereof) in the performance of
professional services under this Agreement.
(b) Indemnification for Other than Professional Liability. Other than in the performance
of professional services and to the full extent permitted by law, FSA shall indemnify, protect,
defend and hold harmless the City of Menifee, and any and all of its employees, officials and
agents from and against any liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of
any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs,
interest, defense costs, and expert witness fees), where the same arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of this
Agreement by FSA or by any individual or entity for which FSA is legally liable, including but not
limited to officers, agents, employees or sub-contractors of FSA.
(c) Limitation of Indemnification. Notwithstanding any provision of this Section 5,
Indemnification to the contrary, design professionals are required to defend and indemnify the
City of Menifee only to the extent permitted by Civil Code Section 2782.8, which limits the
liability of a design professional to claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs that arise out of, pertain to, or
relate to the negligence, recklessness, or willful misconduct of the design professional. The
term "design professional" as defined in Section 2782.8, is limited to licensed architects,
licensed landscape architects, registered professional engineers, professional land surveyors,
and the business entities that offer such services in accordance with the applicable provisions of
the California Business and Professions Code.
(d) The provisions of this section do not apply to claims occurring as a result of City's
sole or active negligence. The provisions of this section shall not release City from liability
arising from gross negligence or willful acts or omissions of City or any and all of its officials,
employees and agents.
Section 14.STATUS OF FSA.
14.1 Independent Contractor. At all times during the term of this Agreement,
FSA shall be an independent contractor and shall not be an employee of City. City shall have
the right to control FSA only insofar as the results of FSA's services rendered pursuant to this
Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise
City shall not have the right to control the means by which FSA accomplishes services rendered
pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule,
regulation, law, or ordinance to the contrary, FSA and any of its employees, agents, and
subcontractors providing services under this Agreement shall not qualify for or become entitled
to any compensation, benefit, or any incident of employment by City, including but not limited to
eligibility to enroll in the California Public Employees Retirement System (PERS) as an
employee of City and entitlement to any contribution to be paid by City for employer
contributions and/or employee contributions for PERS benefits.
4824-7172-0963.1 8 of 13
Section 15.LEGAL REQUIREMENTS.
15.1 Governing Law. The laws of the State of California shall govern this
agreement.
16.2 Compliance with Applicable Laws. FSA and any subcontractor shall
comply with all applicable local, state and federal laws and regulations applicable to the
performance of the work hereunder. FSA shall not hire or employ any person to perform work
within the City of Menifee or allow any person to perform work required under this Agreement
unless such person is properly documented and legally entitled to be employed within
the United States. FSA shall obtain a City of Menifee business license. FSA shall require the
same of all subcontractors.
15.3 Licenses and Permits. FSA represents and warrants to City that FSA
and its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. FSA represents and warrants to City that FSA and its employees, agents, any
subcontractors shall, at their sole cost and expense, keep in effect at all times during the term or
this Agreement any licenses, permits, and approvals that are legally required to practice their
respective professions. In addition to the foregoing, FSA and any subcontractors shall obtain
and maintain during the term of this Agreement valid Business Licenses from City.
Section 16.TERMINATION AND MODIFICATION
16.1 Termination. City may cancel this Agreement at any time and without
cause upon written notification to FSA.
FSA may cancel this Agreement upon 30 days' written notice to City and shall
include in such notice the reasons for cancellation.
In the event of termination, FSA shall be entitled to compensation for services
performed to the effective date of termination; City, however, may condition payment of such
compensation upon FSA delivering to City any or all documents, photographs, computer
software, video and audio tapes, and other materials provided to FSA or prepared by or for FSA
or the City in connection with this Agreement.
16.2 Extension. City may, in its sole and exclusive discretion, extend the end
date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall
require a written amendment to this Agreement, as provided for herein. FSA understands and
agrees that, if City grants such an extension, City shall have no obligation to provide FSA with
compensation beyond the maximum amount provided for in this Agreement. Similarly, unless
authorized by the Contract Administrator, City shall have no obligation to reimburse FSA for any
otherwise reimbursable expenses incurred during the extension period.
16.3 Amendments. The parties may amend this Agreement only by a writing
signed by all the parties.
16.4 Assiqnment and Subcontracting. City and FSA recognize and agree
that this Agreement contemplates personal performance by FSA and is based upon a
determination of FSA's unique personal competence, experience, and specialized personal
4824-7172-0963.1 9 of 13
knowledge. Moreover, a substantial inducement to City for entering into this Agreement was
and is the professional reputation and competence of FSA. FSA may not assign this Agreement
or any interest therein without the prior written approval of the Contract Administrator. FSA shall
not subcontract any portion of the performance contemplated and provided for herein, other
than to the subcontractors noted in the proposal, without prior written approval of the Contract
Administrator. In the event that key personnel leave FSA's employ, FSA shall notify City
immediately.
16.5 Survival. All obligations arising prior to the termination of this Agreement
and all provisions of this Agreement allocating liability between City and FSA shall survive the
termination of this Agreement.
16.6 _Options upon Breach by FSA. If FSA materially breaches any of the
terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the
following:
16.6.1 Immediately terminate the Agreement;
16.6.2 Retain the plans, specifications, drawings, reports, design
documents, and any other work product prepared by FSA pursuant to this Agreement;
16.6.3 Retain a different FSA to complete the work described in Exhibit A
not finished by FSA; or
16.6.4 Charge FSA the difference between the costs to complete the
work described in Exhibit A that is unfinished at the time of breach and the amount that City
would have paid FSA pursuant to Section 2 if FSA had completed the work.
Section 17.11KEEPING AND STATUS OF RECORDS.
17.1 Records Created as Part of FSA's Performance All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
specifications, records, files, or any other documents or materials, in electronic or any other
form that FSA prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. FSA hereby agrees to deliver those
documents to the City upon termination of the Agreement. It is understood and agreed that the
documents and other materials, including but not limited to those described above, prepared
pursuant to this Agreement are prepared specifically for the City and are not necessarily
suitable for any future or other use. City and FSA agree that, until final approval by City, all
data, plans, specifications, reports and other documents are confidential and will not be
released to third parties without prior written consent of both parties unless required by law.
17.2 FSA's Books and Records. FSA shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged to the
City under this Agreement for a minimum of three (3) years, or for any longer period required by
law, from the date of final payment to the FSA to this Agreement.
17.3 Inspection and Audit of Records. Any records or documents that
Section 9.2 of this Agreement requires FSA to maintain shall be made available for inspection,
4824-7172-0963.1 10 of 13
audit, and/or copying at any time during regular business hours, upon oral or written request of,
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), the Agreement
shall be subject to the examination and audit of the State Auditor, at the request of City or as
part of any audit of the City, for a period of three (3) years after final payment under the
Agreement.
Section 18.MISCELLANEOUS PROVISIONS.
18.1 Attorneys' Fees. If either party to this Agreement brings any action,
including an action for declaratory relief, to enforce or interpret the provision of this Agreement,
the prevailing party shall be entitled to reasonable attorneys' fees and expenses including costs,
in addition to any other relief to which that party may be entitled. The court may set such fees in
the same action or in a separate action brought for that purpose.
18.2 Venue. In the event that any party brings any action against the other
under this Agreement, the parties agree that trial of such action shall be vested exclusively in
Riverside County.
18.3 Severability. If a court of competent jurisdiction finds or rules that any
provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement
not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
18.4 No Implied Waiver of Breach. The waiver of any breach of a specific
provision of this Agreement does not constitute a waiver of any other breach of that term or any
other term of this Agreement.
18.5 Successors and Assigns. The provisions of this Agreement shall inure
to the benefit of and shall apply to and bind the successors and assigns of the parties.
18.6 FSA Representative. All matters under this Agreement shall be handled
for FSA by Tom Donahue— FSA Administrator Senior Nutrition.
18.7 City Contract Administration. This Agreement shall be administered by
City Manager or designee ("Contract Administrator"). All correspondence shall be directed to or
through the Contract Administrator or his or her designee.
18.8 Notices. Any written notice to FSA shall be sent to:
FSA— Family Service Association
21250 Box Springs Road, Suite 101
Moreno Valley, CA 92557
Any written notice to City shall be sent to the Contract Administrator with a copy
to:
City Clerk
City of Menifee
29714 Haun Road
4824a172-0963.1 11 of 13
Menifee, CA 92586
18.9 Integration. This Agreement, including the scope of work attached
hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement
between City and FSA and supersedes all prior negotiations, representations, or agreements,
either written or oral.
18.10 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be an original and all of which together shall constitute one
agreement.
18.11 Nondiscrimination. FSA shall not discriminate in any way, against any
person n the basis of race, color, religious creed, national origin, ancestry, sex, age, physical
handicap, medical condition or marital status in connection with or related to the performance of
this Agreement.
Section 19.
The Parties have executed this Agreement as of the Effective Date.
CITY EI! EE FAMIL S VICE , CIATION (FSA)
Robert . J hnso , City anager
Attest:
Kathy Bennett, City Clerk
Ap as to F
J y Melching, Cy
y ttorney
4824-7172-0963.1 12 of 13
EXHIBIT A
SCOPE OF WORK
Senior Nutrition Program: Provide warm, delicious and nutritionally balanced meals to seniors in
a group setting. Program will involve warming of food meals, but not include any food
preparation.
Program is estimated to operate five times per week, provide approximately 540 meals per
week and serve 28,080 meals per year. NOTE: Meals served might vary and is dependent
on program funding. FSA agrees to notify City should funding levels change and these
estimates will be significantly altered.
Kay Ceniceros Senior Center Kitchen site map.
I .
00 ® C
00
�r7
� 0
`KITC E . s
U-
Jk�EJ STOR.
4824a172-0963.1 13 of 13