AGR-7389 - ABOUND FOOD CAREAIR-73S°
PROFESSIONAL SERVICES AGREEMENT
[Food Production and Distribution Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this :: FA day of �� , 2022 (the "Effective Date") by and
between the CITY OF ORANGE, a municipal corporation ("City"), and ABOUND FOOD CARE,
a California nonprofit corporation, acting as a member of the OC HUNGER ALLIANCE in
conjunction with COMMUNITY ACTION PARTNERHIP OF ORANGE COUNTY (OC FOOD
BANK) and SECOND HARVEST FOOD BANK OF ORANGE COUNTY, INC. ("Contractor"),
who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit "A,"
which is attached hereto and incorporated herein by reference. As a material inducement to City
to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated
and considered the scope of services and fully understands the difficulties and restrictions in
performing the work. The services which are the subject of this Agreement are not in the usual
course of City's business and City relies on Contractor's representation that it is independently
engaged in the business of providing such services and is experienced in performing the work.
Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner
in conformance with the standards of quality normally observed by an entity providing such
services to a municipal agency. All services provided shall conform to all federal, state and local
A(:�Q- nJS°
PROFESSIONAL SERVICES AGREEMENT
[Food Production and Distribution Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this :: FA day of �� , 2022 (the "Effective Date") by and
between the CITY OF ORANGE, a municipal corporation ("City"), and ABOUND FOOD CARE,
a California nonprofit corporation, acting as a member of the OC HUNGER ALLIANCE in
26 cant ;nr,--stlaft r1W "LW?LEY 1rT�?^'��D�F,T'.�?FJ'�I:p.rL�.!?� 111�T�rFiJ�:�T ��df?�' 8CKW1
($100,000.00) without the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
C. City will pay Contractor the amount invoiced within thirty (30) days after
the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the
services to be performed and compensation therefor. All amendments shall set forth the changes
of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor
nrid shall he signed by the Citv's Prniect Manager_ City Manager or Citv Council_ as annlicable.
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
....,...u..., .., �L�... ,All ,such ipyoitcg�sh�ll state the basis for the a mount nvoYced including
subcontractors, agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that it and any subcontractors, agents or employees employed by
Contractor shall not, under any circumstances, be considered employees of City, and that they shall
not be entitled to any of the benefits or rights afforded employees of City, including, but not limited
to, sick leave; vacation leave, holiday pay, Public Employees Retirement System benefits, or
health, life, dental, long-term disability or workers' compensation insurance benefits.
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7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit "A," shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion; Term. Contractor shall commence the work provided for in
this Agreement within five (5) days of the Effective Date of this Agreement and diligently
prosecute completion of the work as agreed to by and between the representatives of the parties.
The term of this Agreement is one year from the Effective Date.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecution of Contractor's work.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit "A," shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
fbifilZ��+�gpd�3d���ecd$$'h+�i'�r for uus tigreemem snail oecome the property of airy upon
receipt. Contractor shall deliver all such products to City prior to payment for same. City may
use, reuse or otherwise utilize such products without restriction.
15. Equal Employment Opportunity. During the performance of this Agreement,
Contractor agrees as follows:
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a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, but not be limited to the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
C. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
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a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, but not be limited to the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
-1- - ,., ;1 ,1.10 +_ -1.,. - -A .,,,.,.1.. _+� F r � --+.-- 4+ , V fk
(2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission other than a professional act or omission of
Contractor, or person, firm or corporation employed by Contractor, either directly or by
independent contract, including all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which are the subject of this Agreement, including injury or damage
either on or off City's property; but not for any loss, injury, death or damage caused by the active
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negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted
against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against .the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. Reserved.
C. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Contractor understands that it
is an independent contractor and not entitled to any workers' compensation benefits under any
City program.
negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted
against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against .the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. Reserved.
are suincient to"cover Ufie"o"r)tig& ons of i:onff "' `L:-
e. Each policy of general liability and automotive liability shall provide that
City, its officers, officials, agents, and employees are declared to be additional insureds under the
terms of the policy, but only with respect to the work performed by Contractor under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability
insurance that is provided as part of the general or automobile liability minimums set forth herein
shall be maintained for the duration of the Agreement.
f. Reserved.
g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten (10) days' prior written notice to City.
i. All insurance maintained by Contractor shall be issued by companies
admitted to conduct the pertinent line of insurance business in California and having a rating of
Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the
case of professional liability insurance coverage, such coverage shall be issued by companies
either licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability
insurance that is provided as part of the general or automobile liability minimums set forth herein
shall be maintained for the duration of the Agreement.
f. Reserved.
g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
policies+or" sfia}i giirnisii geparate cer�ifca'les afid"�n2f sem is iSf � crf sii Z&ffWV f tAMIPM
review and approval. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
19. Termination. City may for any reason terminate this Agreement by giving
Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily
6
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
"records") pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three (3) days' notice from City, and copies thereof
shall be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a "public works," as
that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must
be paid, to the extent Contractor's employees will perform any work that falls within any of the
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provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
"records") pertaining to the costs of and completion of services performed under this Agreement.
04— .—A ;+� ",rl,,.r;'oIZY---�fr99)+ & afi- R ii lifCOW it%1Y� lio' k� In't W%flO EU-P&b1m
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
(3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
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(4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.c.
e. Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide, to the reasonable satisfaction of City, verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Contractor. Once such request has been made, Contractor may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
E Contractor shall require all subcontractors or sub -consultants to make the
same verification as set forth in Subsection 2Le.
g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to determine the status of such employee, that shall constitute a material breach
rn • ♦ 1 1 _ r- _, ___- 1t-,--___--'�'-.- _01_•_ A
(4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
WfUdi is"incons`isfenf with in vfoiaiion of 'The 'provisions of uus tigreemeni snail not ne
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either parry may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
0
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
"CONTRACTOR"
Abound Food Care
200 N. Tustin Ave., Suite 110
Santa Ana, CA 92705
Attn.: Mike Learakos, CEO
Telephone: 714-292-8077
E-Mail: mike@aboundfoodcare.org
"CITY"
City of Orange
300 E. Chapman Avenue
Orange, CA 92866-1591
Attn.: Community Services Director
Telephone: 714-744-7277
E-Mail: Ihardy@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
[Remainder of page intentionally left blank; signatures on next page]
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
"CONTRACTOR"
Abound Food Care
200 N. Tustin Ave., Suite 110
Santa Ana, CA 92705
0
"CITY"
City of Orange
300 E. Chapman Avenue
Orange, CA 92866-1591
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
"CONTRACTOR"
ABOUND FOOD CARE, a California
nonprofit corporation, acting as a member
of the OC HUNGER ALLIANCE in
conjunction with COMMUNITY ACTION
PARTNERSHIP OF ORANGE COUNTY
(OC FOOD BANK) and SECOND HARVEST
FOOD BANK OF ORANGE COUNTY
*By: � �
Pri , ted Name: e�V CC i.-2 &-W4kvtz
Title: C EZ p
*By. 61--- —
Printed Name: "443 A 0' Co "iVor-
Title: C F O
"CITY"
CITY OF ORANGE, a municipal corporation
By: v"
Mark . Murphy, Mayor
Pamela Coleman, City Clerk
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
"CONTRACTOR"
"CITY"
ABOUND FOOD CARE, a California CITY OF ORANGE, a municipal corporation
nonprofit corporation, acting as a member
of the OC HUNGER ALLIANCE in
rnniiinr+inn c:iith (r)A4A/RTXTTTV ArTTlINT
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
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EXHIBIT "A"
SCOPE OF SERVICES
[Beneath this sheet.]
EXHIBIT "A"
SCOPE OF SERVICES
[Beneath this sheet.]
To:
City of Orange
Attn: Leslie Hardy
300 E Chapman Ave.
Ornnne rA WARR
Invoice
INVOICE DATE: 06/21/22
INVOICE NUMBER: 20220622StUp
PAYMENT TERMS: Due Upon Receipt
From:
Abound Food Care
200 N. Tustin Ave. Suite 110
Santa Ana, CA 92705
Attn- Arrnunts Raraivahla
Date
Job Description
Amount
06/21/22
Start Up costs related to the 517 W. Struck Transition Plan For the
City of Orange.
$ 100,000.00
TOTAL Amount Due
$ 100,000.00
To:
City of Orange
Attn: Leslie Hardy
-IjAp/.
Remit Payment to:
Abound Food Care
200 N. Tustin Ave. Suite 110
Santa Ana, CA 92705
Attn: Accounts Receivable
Invoice
INVOICE DATE: 06/21/22
INVOICE NUMBER: 20220622StUp
PAYMENT TERMS: Due Upon Receipt
From:
Abound Food Care
200 N. Tustin Ave. Suite 110
Amount Enclosed:
Invoice Payment from:
City of Orange
Attn: Leslie Hardy
300 E Chapman Ave.
Orange, CA 92866