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HomeMy WebLinkAbout2006/12/05 Item 11 COUNCIL AGENDA STATEMENT Item: 1! Meeting Date: 12/05/06 ITEM TITLE: RESOLUTION ACCEPTING PROPOSALS, AWARDING THE FOOD PREPARATION AND DELIVERY SERVICES AGREEMENT TO PEARTREES CATERING INCORPORATED AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT. SUBMITTED BY: Chief of Police () p- REVIEWED BY: City Manager d' (4/5ths Vote: Yes_ NolL) The Police Department, with the assistance of the Purchasing Division, has completed the evaluation of proposals received for Food Preparation and Delivery Services (RFP 1-06/07-R) for the Chula Vista Police Department Holding Facility. Adoption of the resolution accepts proposals, awards the agreement to Peartrees Catering Incorporated and authorizes the Mayor to execute the agreement. RECOMMENDATION: That Council adopt the resolution accepting proposals, awarding the food preparation and delivery services agreement to Peartrees Catering Incorporated and authorizing the Mayor to execute said agreement. BOARDS/COMMISSIONS RECOMMENDATION: N/A DISCUSSION: Pursuant to Section 2.56 of the Chula Vista Municipal Code, a Request for Proposal (RFP) was issued for food preparation and delivery services to the Police Department Holding Facility. The RFP outlined the purpose, period of coverage, response instructions, minimum qualifications, scope of services and general terms/conditions. On September 29, 2006, a public notice was advertised in the Star News regarding this request for proposal, with a proposal submittal deadline of October 18, 2006. Additionally, seven companies in the food preparation and delivery business that potentially qualify for the requested services were contacted, and five companies expressed interest. Staff had also contacted the County of San Diego Sheriffs Department to inquire about their food service. The County of San Diego Sheriff's Department has an in-house food service which provides the food for all of their 11-1 Page 2,ltem: ~ Meeting Date: 12/05/06 jail facilities. However, the County declined to provide the services as required for the City's holding facility. Staff also contacted Sharp Hospital to provide food services, but they also declined (and their initial price estimates were significantly higher than Peartrees). Only one company (peartrees Catering, Inc.) responded to the RFP by submitting a proposal. The proposal was unsealed during the public bid opening on October 18, 2006. No vendors attended the bid opening. The qualification and selection process involved a thorough proposal review to determine if the proposal conforms to the solicitation and if the proposal is considered to be in the best interest of the City, with price, experience and service delivery being considered. Based on this evaluation, the Police Department recommends awarding Peartrees Catering Inc. for the food preparation and delivery services to the Police Department Holding Facility. The proposal from Peartrees Catering Inc. offered reasonable costs, 18 years of experience in the food preparation and delivery business, and all responses complied with the scopes of services outlined in the RFP. On October 20, 2006, a notice of intent to award was sent to Peartrees Catering Inc. This food preparation and delivery services agreement covers a two-year period beginning December 1, 2006 through November 30, 2008 and may be extended, by mutual consent, for five additional one-year periods. Moreover, the rates for food preparation and delivery services are fixed for the first two years of the agreement. Any increase in food preparation and/or delivery services may be negotiated at the conclusion of the initial two-year period. Prior to each annual extension, staff will evaluate the need to re-bid the contract. Peartree's Catering will provide prepackaged inmate meals to the CVHF twice a day (breakfast/lunch and dinner). Hot meals will be delivered immediately prior to serving (dinner). Each meal will be prepared to the standards of the CVHF, as well as the standards of the Food and Nutrition Board and Titles 15 and 24 of the California Code of Regulations. CONTRACT COMPARISONS In order to validate the prices contained in the RFP response by Peartrees Catering, staff surveyed other Type I!II holding facilities throughout Southem California 1. In order to make an accurate comparison of the cost of food, each agency that was surveyed was asked several questions about whom they contracted with and how the food is prepared/delivered/ordered. This is important especially due to the costs involved with the preparation of the food items. 1 There are no other Type 1/11 holding facilities in San Diego County. 11-2 Page 3,ltem: 11 Meeting Date: 12/05/06 Staff surveyed the following agencies: . City of Burbank . City of Glendale . City of Pasadena . City of Anaheim . City of Huntington Beach . City of Fullerton . City of Santa Ana . City of Long Beach The survey indicated that all of the facilities surveyed utilize inmates/trustee's to prepare/package the food for the inmates. This typically lowers the cost of the food items between 10 - 20%. since the labor to prepare/package the food for the inmates is not factored into the price and therefore does not offer a direct comparison of costs. These other agencies can utilize inmate labor since they are significantly larger operations (from 80 to 500 bed facilities) and have facilities designed to utilize trustees for certain operations. All of the facilities surveyed also receive their orders either once or twice a week, while the CVHF receives orders twice daily. The other facilities are able to do a weekly order because they have at least 10 years experience with inmate counts. This makes food estimates much more reliable than what the CVHF is currently experiencing. As the CVHF operation is still relatively new and because of the transition to a Type II facility to accommodate the new In-Custody Drug Treatment Program contract, the use of trustees to prepare/package food is not recommended at this time. The supervision of the trustees/inmates in the food preparation would require additional staff time away from the supervision of the whole facility. The Department recommends focusing on the management of the facility and as the CVHF matures, the Department will begin to look at various methods to lower the cost of food services. DECISION MAKER CONFLICTS Staff has reviewed the property holdings of the City Council and has found a conflict exists, in that Council Member Steve Castaneda has property holdings within 500 feet of the boundaries of the property which is the subject of this action. FISCAL IMPACT Costs for food preparation and delivery services to the Police Department Holding Facility are already included in the Police Department's budget. 11-3 Page 4,ltem: " Meeting Date: 12/05/06 Therefore, there is no additional fiscal impact to the General Fund by awarding this agreement. The total value of this contract will be approximately $400,000 for the first two years of the contract, depending upon the number of prisoners held at the Holding Facility during this period. Staff estimates that an average of 36 to 41 prisoners will be held in the facility on a daily basis (approximately 90% of total capacity). The cost (per day) for food for each prisoner is $14.55 which includes 3 meals a day. The meal costs are broken out as such: Breakfast: $2.75 Lunch: $3.50 Dinner: $6.50 Drink (Milk/Juice): $0.45 Fruit: $0.45 All food prices include all utensils, preparation and delivery (twice a day) to the holding facility. Food is served every day throughout the year. Attachment: Agreement with Peartrees Catering, Inc. 11-4 RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA ACCEPTING PROPOSALS, AWARDING THE FOOD PREPARATION AND DELIVERY SERVICES AGREEMENT TO PEARTREES CATERING INCORPORATED AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT WHEREAS, pursuant to Section 2.56 of the Chula Vista Municipal Code, a Request for Proposal (RFP) was issued for food preparation and delivery services to the Police Department Holding Facility; and WHEREAS, a public notice was advertised in the Star News regarding this Request for Proposal on September 29, 2006; and WHEREAS, seven companies deemed qualified for the requested services were contacted, and five companies expressed interest; and WHEREAS, one company responded to the RFP by submitting a proposal; and WHEREAS, the qualification and selection process involved a thorough proposal review to determine if the proposal conforms to the solicitation and if the proposal is considered to be in the best interest of the City; and WHEREAS, the Police Department recommends to award Peartrees Catering Inc. for the food preparation and delivery services to the Police Department Holding Facility. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista does hereby accept the proposals and approve the food preparation and delivery services agreement with Peartrees Catering Inc., a copy of which shall be kept on file in the office of the City Clerk. BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista is hereby authorized to execute the said Agreement on behalf of the City of Chula Vista. Presented by: Approved as to form by: Richard P. Emerson Police Chief ~Mh#fLr City Attorney 11-5 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL Ann Moore City Attorney r Dated: /) !3D /D~ r/ / Agreement between City of Chula Vista and Peartrees Catering, Inc. For Food Preparation and Delivery Services 11-6 Parties and Recital Page(s) Agreement between City of Chula Vista and Peartrees Catering, Inc. for Food Preparation and Delivery Services This agreement ("Agreement"), dated December 5, 2006 for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph 1 is between the City-related entity as is indicated on Exhibit A, paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, paragraph 3, and the entity indicated on the attached Exhibit A, paragraph 4, as Peartrees Catering, Inc. ("Consultant"), whose business form is set forth on Exhibit A, paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A, paragraph 6 ("Consultant"), and is made with reference to the following facts: Recitals Whereas, the City of Chula Vista Police Department (CVPD) has been operating a Type I Holding Facility since September 6, 2005; and, Whereas, Consultant warrants and represents that they are experienced and staffed in a manner such that they are and can prepare and deliver the services required of Consultant to City within the time frames herein provided all in accordance with the terms and conditions of this Agreement; and, Whereas, the City has successfully used Peartrees Catering, Inc. for both public and private functions, as well as for limited jail food service; and Whereas, the City has issued a Request for Proposal, pursuant to Section 2.56 of the Chula Vista Municipal Code, for food preparation and delivery services to the Police Department Holding Facility, and Peartrees Catering, Inc. was selected during this process; Peartrees Catering, Inc. Agreement Page 1 11-7 Obligatory Provisions Pages NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually agree as follows; 1. Consultant's Duties A. General Duties Consultant shall perform all of the services described on the attached Exhibit A, Paragraph 7, entitled "General Duties"; and, B. Scope of Work and Schedule In the process of performing and delivering said "General Duties", Consultant shall also perform all of the services described in Exhibit A, Paragraph 8, entitled "Scope of Work and Schedule", not inconsistent with the General Duties, according to, and within the time frames set forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of the essence of this agreement. The General Duties and the work and deliverables required in the Scope of Work and Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined Services by the times indicated does not, except at the option of the City, operate to terminate this Agreement. C. Reductions in Scope of Work City may independently, or upon request from Consultant, from time to time reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with said reduction. D. Additional Services In addition to performing the Defined Services herein set forth, City may require Consultant to perform additional consulting services related to the Defined Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph 11 (C), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. Peartrees Catering, Inc. Agreement Page 2 11-8 E. Standard of Care Consultant, in performing any Services under this agreement, whether Defined Services or Additional Services, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. . F. Insurance Consultant represents that it and its agents, staff and subconsultants employed by it in connection with the Services required to be rendered, are protected against the risk of loss by the following insurance coverages, in the following categories, and to the limits specified, policies of which are issued by Insurance Companies that have a Best's Rating of "A, Class V" or better, or shall meet with the approval of the City: Statutory Worker's Compensation Insurance and Employer's Liability Insurance coverage in the amount set forth in the attached Exhibit A, Paragraph 9. Commercial General Liability Insurance including Business Automobile Insurance coverage in the amount set forth in Exhibit A, Paragraph 9, combined single limit applied separately to each project away from premises owned or rented by Consultant, which names City as an Additional Insured, and which is primary to any policy which the City may otherwise carry ("Primary Coverage"), and which treats the employees of the City in the same manner as members of the general public ("Cross-liability Coverage"). Errors and Omissions insurance, in the amount set forth in Exhibit A, Paragraph 9, unless Errors and Omissions coverage is included in the General Liability policy. G. Proof of Insurance Coverage. (1) Certificates of Insurance. Consultant shall demonstrate proof of coverage herein required, prior to the commencement of services required under this Agreement, by delivery of Certificates of Insurance demonstrating same, and further indicating that the policies may not be canceled without at least thirty (30) days written notice to the Additional Insured. (2) Policy Endorsements Required. In order to demonstrate the Additional Insured Coverage, Primary Coverage and Cross-liability Coverage required under Consultant's Commercial General Liability Insurance Policy, Consultant shall deliver a policy endorsement to the City demonstrating same, which shall be reviewed and approved by the Risk Manager. Peartrees Catering, Inc. Agreement Page 3 11-9 H. Security for Performance. (1) Performance Bond. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Performance Bond (indicated by a'check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond in the form prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, http://www.fms.treas.gov/c570, and whose underwriting limitation is sufficient to issue bonds in the amount required by the agreement, and which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds for the limits so required. Form must be satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Performance Bond", in said Paragraph 19, Exhibit A. (2) Letter of Credit. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Paragraph 19, Exhibit A. (3) Other Security In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. Peartrees Catering, Inc. Agreement Page 4 11-10 I. Business License Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. 2. Duties of the City A. Consultation and Cooperation City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule therein contained, and to provide direction and guidance to achieve the objectives of this agreement. The City shall permit access to its office facilities, files and records by Consultant throughout the term of the agreement. In addition thereto, City agrees to provide the information, data, items and materials set forth on Exhibit A, Paragraph 10, and with the further understanding that delay in the provision of these materials beyond 30 days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance of this agreement. B. Compensation Upon receipt of a properly prepared billing from Consultant submitted to the City periodically as indicated in Exhibit A, Paragraph 18, but in no event more frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 18, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 11, adjacent to the goveming compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requirements for retention set forth in paragraph 19 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 12. All billings submitted by Consultant shall contain sufficient information as to the propriety of the billing to permit the City to evaluate that the amount due and payable thereunder is proper, and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 18 (C) to be charged upon making such payment. 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 13, as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. Peartrees Catering, Inc. Agreement Page 5 11-11 4. Term. This Agreement shall terminate on November 30, 2008, and may be extended, upon mutual agreement of both parties, for five (5) additional one (1) year periods. 5. Liquidated Damages The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 14. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 14 ("Liquidated Damages Rate"). Time extensions for delays beyond the consultant's control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the expiration of the specified time. Extensions of time, when granted, will be based upon the effect of delays to the work and will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. 6. Financial Interests of Consultant A. Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit A, Paragraph 15, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 15 of Exhibit A, or if none are specified, then as determined by the City Attorney. B. Decline to Participate. Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's Peartrees Catering, Inc. Agreement Page 6 11-12 position to influence a govemmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. C. Search to Determine Economic Interests. , Regardless of whether Consultant is designated as'an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this agreement. D. Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. E. Duty to Advise of Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attomey of City if Consultant leams of an economic interest of Consultant's which may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. F. Specific Warranties Against Economic Interests. Consultant warrants and represents that neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents ("Consultant Associates") presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defined Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 15. Consultant further warrants and represents that no promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. Consultant promises to advise City of any such promise that may be made during the Term of this Agreement, or for 12 months thereafter. Peartrees Catering, Inc. Agreement Page 7 11-13 Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for 12 months after the expiration of this Agreement, except with the written permission of City. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party which may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Consultant, and Consultant's employees, subcontractors or other persons, agencies or firms for whom Consultant is legally responsible in connection with the execution of the work covered by this Agreement, except only for those claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. With respect to losses arising from Consultant's professional errors or omissions, Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) except for those claims arising from the negligence or willful misconduct of City, its officers or employees. Consultant's indemnification shall include any and all costs, expenses, attomeys fees and liability incurred by the City, its officers, agents or employees in defending against such claims, whether the same proceed to judgment or not. Consultant's obligations under this Section shall not be limited by any prior or subsequent declaration by the Consultant. Consultant's obligations under this Section shall survive the termination of this Agreement. 8. Termination of Agreement for Cause If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to Peartrees Catering, Inc. Agreement Page 8 11-14 terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation for any work s~tisfactorily completed on such documents and other materials up to the effective date of Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused City by Consultant's breach. 9. Errors and Omissions In the event that the City Administrator determines that the Consultants' negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Consultant shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 10. Termination of Agreement for Convenience of City City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth herein. 11. Assignability The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 17 to the subconsultants identified thereat as "Permitted Subconsultants". 12. Ownership, Publication, Reproduction and Use of Material All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Peartrees Catering, Inc. Agreement Page 9 11-15 Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or p1;ltent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. 13. Independent Contractor City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited tO,overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regard thereto. 14. Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 15. Attorney's Fees Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. Peartrees Catering, Inc. Agreement Page 10 11-16 16. Statement of Costs In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of all contracts and s4bcontracts relating to the preparation of the report or document. ' 17. Miscellaneous A. Consultant not authorized to Represent City Unless specifically authorized in writing by City, Consultant shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. B. Consultant is Real Estate Broker and/or Salesman If the box on Exhibit A, Paragraph 16 is marked, the Consultant and/or their principals is/are licensed with the State of California or some other state as a licensed real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are licensed real estate brokers or salespersons. C. Notices All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified herein as the places of business for each of the designated parties. D. Entire Agreement . This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. E. Capacity of Parties Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into Peartrees Catering, Inc. Agreement Page 11 11-17 this Agreement, and that all resolutions or other actions have been taken so as to enable it to enter into this Agreement. F. Governing LawNenue This Agreement shall be governed by and construe~ in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista. [End of page. Next page is signature page.] Peartrees Catering, Inc. Agreement Page 12 11-18 Signature Page to Agreement between City of Chula Vista and Peartrees Catering, Inc. for Food Preparation and Delivery Services IN WITNESS WHEREOF, City and Consultant have executed this Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its terms: Dated: ,2006 City of Chula Vista by: Cheryl Cox, Mayor Attest: Susan Bigelow, City Clerk Approved as to form: Ann Moore, City Attorney Dated: Exhibit List to Agreement (X) Exhibit A (X) Exhibit B Peartrees Catering, Inc. Agreement Page 13 11-19 Exhibit A to Agreement between City of Chula Vista and Peartrees Catering, Inc. for Food Preparation and Delivery ~ervices , 1. Effective Date of Agreement: December 1, 2006 2. City-Related Entity: (X) City of Chula Vista, a municipal chartered corporation of the State of California 3. Place of Business for City: City of Chula Vista Police Department 315 Fourth Avenue Chula Vista, CA 91910 4. Consultant: Peartrees Catering, Inc. 5. Business Form of Consultant: (X) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: 2243 Verus Street San Diego, CA 92154 Voice Phone: (619) 575-5500 Fax Phone: (619)575-5502 7. General Duties: Food Preparation and Delivery Services 8. Scope of Work and Schedule: A. The Scope of Work is detailed in Exhibit B, as outlined in the Request for Proposal for Food Preparation and Delivery Services (RFP #1-06/07-R). B. Date for Commencement of Consultant Services: (X) Same as Effective Date of Agreement Peartrees Catering, Inc. Agreement Page 14 11-20 C. Dates or Time Limits for Delivery of Deliverables: Deliverable NO.1: The Scope of Work (Exhibit B) details time limits and deliverables for this agreement. D. Date for completion of all Consultant services: This Agreement shall terminate on November 30, 2008, and may be extended, upon mutual agreement of both parties, for five (5) additional one (1) year periods. 9. Insurance Requirements: 1. General Liability: (Including operations, products and completed operations, as applicable.) 2. Automobile Liability: 3. Workers' Compensation Employer's Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit must apply separately to this project/location or the general aggregate limit must be twice the required occurrence limit. $1,000,000 per accident for bodily injury and property damage. Statutory $1,000,000 each accident $1,MO,000 disease-policy limit $1,000,000 disease-each employee Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer will reduce or eliminate such deductibles or self- insured retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Contractor will provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Other Insurance Provisions The general liability, automobile liability, and where appropriate, the worker's compensation policies are to contain, or be endorsed to contain, the following provisions: 1. The City of Chula Vista, its officers, officials, employees, agents, and volunteers are to be named as additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the contractor, where applicable, and, with respect to liability arising out of work or operations performed by or on behalf of the contractor Peartrees Catering, Inc. Agreement Page 15 11-21 including providing materials, parts or equipment furnished in connection with such work or operations. The general liability additional insured coverage must be provided in the form of an endorsement to the contractor's insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement must not exclude Products / Completed Operations coverage. 2. The contractor's insurance coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance. 3. Each insurance policy required by this clause must be endorsed to state that coverage will not be canceled by either party, except after thirty (30) days' prior written notice to the City by certified mail, return receipt requested. 4. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. 5. Contractor's insurer will provide a Waiver of Subrogation in favor of the City for each required policy providing coverage during the life of this contract. Acceptability of Insurers Insurance is to be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of no less than A- V. If insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESU) with a current A.M. Best's rating of no less than A X. Exception may be made for the State Compensation Fund when not specifically rated. Verification of Coverage Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on insurance industry forms, provided those endorsements conform to the contract requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications. Peartrees Catering, Inc. Agreement Page 16 11-22 Subcontractors Contractor must include all subcontractors as insureds under its policies or furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors are subject to all of the requirements included in these specifications. 10. Materials Required to be Supplied by City to Consultant: N/A 11. Compensation: (X) Single Fixed Fee Arrangement. For performance of the Defined Services by Consultant as herein required, City shall pay at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: Rate Schedule Single Fixed Fee Amount payable as follows: Breakfast Sandwich Lunch Sandwich Dinner Milk Fruit Drink Fruit Prices are subject to sales tax. $2.751 each $3.50 1 each $6.50 1 each $0.451 each $0.45 1 each $0.50 1 each Fees include all work performed, including food preparation, packaging and delivery, as well as meal accessories such as utensils and napkins. Any additional charges or reimbursable expenses are included in the fee schedule above. Fees shall remain firm for the initial two (2) year period of coverage (12/01106- 11130108). One (1) price increase may be allowed for each option period. Any increase in price, after the initial two (2) year period, shall be by mutual consent. Consultant will submit a weekly invoice to the City that is clearly itemized by meal and beverage type. This invoice will include a day-by-day breakdown of each meal as outlined above. Peartrees Catering, Inc. Agreement Page 17 11-23 12. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: (X) None, the compensation includes all costs. 13. Contract Administrators: City: Edward Chew, Administrative Services Manager Chula Vista Police Department 315 Fourth Avenue Chula Vista, CA 91910 (619) 691-5013 Consultant: Jerrold Siegel, President Peartrees Catering, Inc. 2243 Verus Street San Diego, CA 92154 (619) 575-5500 14. Liquidated Damages Rate: None. 15. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code: (X) Not Applicable. Not an FPPC Filer. 16. ( ) Consultant is Real Estate Broker and/or Salesman Not Applicable. 17. Permitted Subconsultants: None. 18. Bill Processing: A. Consultant's Billing to be submitted for the following period of time: (X) Other: Weekly Peartrees Catering, Inc. Agreement Page 18 11-24 B. Day of the Period for submission of Consultant's Billing (X) Other: Each Friday of the week C. City's Account Number: 14450-6401 19. Security for Performance None Required. Peartrees Catering, Inc. Agreement Page 19 11-25 Exhibit B to Agreement between City of Chula Vista and Peartrees Catering, Inc. for Food Preparation and Delivery S.ervices 1. SCOPE OF WORK 1.1 Food Preparation. Consultant shall prepare and package three daily meals to the Police Holding Facility based upon the Recommended Dietary Allowances (RDA) outlined in Section 2. 1.1.1 Consultant must be able to prepare up to 46 of each of the three daily meals (breakfast, lunch and dinner). No minimum orders shall be established by Consultant. 1.1.2 When fruit is on the menu, all peelable fruits, such as oranges and bananas, must be peeled. 1.2 Food Packaging. The packaging of each meal must meet the following requirements of the Police Holding Facility: 1.2.1 All pre-packaged perishable items must clearly display an expiration date/time. 1.2.2 All packaged items must be disposable, including "spork" utensils and napkins, in order to meet federal and state guidelines for jail safety. No metal items shall be included in meal packaging or utensils. 1.2.3 The packaging of the meals must fit in a 15" x 4 )1," door compartment. 1.2.4 For hot meals, hot items must be separated from the cold items. For cold meals, all items may be packaged together. 1.3 Food Delivery. Consultant shall provide delivery services to the Police Holding Facility a minimum of two times each day. 1.3.1 Consultant shall phone the Holding Facility at 3:00am to determine the number of breakfasts and lunches to be served that day. Delivery of breakfasts shall arrive at the Police Facility by 6:00am to meet the breakfast delivery schedule to prisoners. Peartrees Catering, Inc. Agreement Page 20 11 -26 1.3.2 If lunch is a cold meal, Consultant may deliver the lunches at 6:00am along with the breakfasts to eliminate a lunch delivery later in the day. If a hot lunch is scheduled, Consultant shall deliver the meals to the Police Facility by 1 0:30am to meet the lunch delivery schedule to prisoners. 1.3.3 Consultant shall phone the Holding Facility. at 3:00pm to determine the number of dinners to be served that evening. 'Delivery of dinners shall arrive at the Police Facility by 6:00pm to meet the dinner delivery schedule to prisoners. 1.3.4 Delivery service providers shall wear an identification badge, which shall bear the deliverer's name and picture. 1.4 Records of Service. Consultant shall keep and maintain records of meals provided at the request of the City for at least three (3) years. At a minimum, these records shall include: date of delivery service; number of meals provided; description of each meal; and, the fees and charges of the supplies/services provided. The City shall have the right to inspect and audit, without prior notification, Consultant's records at reasonable times during normal working hours to determine compliance with these record-keeping requirements. 2. FOOD REQUIREMENTS Consultant shall meet the following federal and state guidelines for prisoner nutrition: 2.1 Three Daily Meals. Consultant shall provide three meals in any 24-hour period: breakfast, lunch and dinner. At least two meals per day must be hot food. 2.2 Minimum Diet. The minimum diet that shall be met is based upon the Recommended Dietary Allowances (RDA) of the Food and Nutrition Board of the National Research Council, National Academy of Sciences (1989) and upon the California Daily Food Guide. The minimum diet shall consist of the full number of servings specified from each of the four food groups below: (a) Protein Group. This includes beef, veal, lamb, pork, poultry, fish, eggs, cooked dry beans, peas, lentils, nuts, peanut butter and textured vegetable protein (TVP). A serving equals 14 grams or more of protein except for eggs as listed below. The daily requirement shall be three servings (to total 42 grams or more of protein) selected from the combinations listed below. In addition, there shall be a requirement to serve a fourth serving from the legumes three days a week. Peartrees Catering, Inc. Agreement Page 21 11-27 One serving equals, but is not limited to the following examples: 2 to 3 oz. (without bone) lean, cooked meat, poultry or fish 2 medium eggs 1 cup cooked dry beans, peas or lentils 3 Tbsp. Peanut butter 6 oz. Tofu 2-'!. oz. dry TVP or 1 cup of rehydrated, canned or frozen TVP (b) Dairy Group. This includes milk (fluid, evaporated or dry; nonfat reduced fat (1 % or 2%), or buttermilk), cheese (cottage, cheddar, etc.), yogurt, ice cream or ice milk, and pudding. A serving is equivalent to 8 oz. of fluid milk and provides 250 mg. of calcium. All milk must be fortified with Vitamins A and D. The daily requirement is 16 fluid ounces of milk or milk equivalents. For persons 15-17 years of age, or pregnant lactating women, the requirement is 32 fluid ounces of milk or milk equivalents. One serving equals, but not limited to the following examples: 1-1/2 oz. natural cheese 2 oz. processed cheese 1-1/2 cu ps cottage cheese 1-1/2 cups ice cream or ice milk 1/3 cup dry milk % cup evaporated milk 1-cup yogurt 1-cup pudding (c) Vegetable-Fruit Group. This includes all fresh, frozen, dried an/or canned vegetables and fruits. One serving equals % cup vegetable or fruit, 6 ounces of juice: 1 medium apple, orange, banana, or potato; % grapefruit, 1/6 melon, or'!. cup dried fruit. The daily requirement of fruits and vegetables shall be five servings. At least one serving shall be from each of the three categories: (1) One serving of a fresh fruit (peeled, if applicable) or vegetable. (2) One serving of a Vitamin C source containing 30 mg. or more. One serving equals, but is not limited to the following examples. Orange Grapefruit Broccoli Brussels Sprouts Green and red peppers Tangerine, large Cabbage Orange Juice Grapefruit juice Cantaloupe or honeydew melon Tomato Juice Vegetable juice cocktail (not hydrated) Strawberries Cauliflower Peartrees Catering, Inc. Agreement Page 22 11-28 Tomato puree Tomato paste Tomato sauce (6 oz) Greens, including collards Kale, turnip, and mustard Potatoes (baked only) (3) One serving of a Vitamin A source containing 200 micrograms R.E. or more. One serving equals, but is n<;>t limited to the following examples: . Cantaloupe Peas and carrots Carrots Red peppers Greens, including kale, beets, chard, mustard, turnips or squash Sweet potatoes or yams Apricot nectar (6 oz.) Vegetables juice cocktail (6 oz.) Mixed vegetables with carrots (frozen) Pumpkin Winter squash Apricots (d) Grain Group. The daily requirement shall equal six servings; this includes bread, rolls, pancakes, sweet rolls, ready-to-eat cereals, cooked cereals, corn bread, pasta, rice, tortillas, etc. and any food item containing whole or enriched grains. At least three servings from this group must be made with whole or partial whole grain products. One serving equals, but is not limited to, the following examples: White (including French and Italian), whole wheat, rye, Pumpernickel, or raisin bread 1 slice Bagel, small Y, English muffin, small Y, Plain roll, muffin or biscuit 1 Frankfurter roll Y, Hamburger bun Y, Dry bread crumbs 3 Tbsp. Crackers: Arrowroot 3 Graham 2-1/2"2 Matzo 4"x6"1/2 Oyster 20 Pretzels 3-1/8"long,1/8"dia.25 Rye wafers 2'x3-1/2"3 Saltines 6 Soda 2-1/2"sqA Ready to eat unsweetened cereal 0/.. cup Cereal, cooked Y, cup Rice, barley, pastas, spaghetti, macaroni, noodles, etc. Y, cup Peartrees Catering, Inc. Agreement Page 23 11-29 Cornmeal, dry 2 Tbsp Flour (wheat, whole wheat, carob, soybean, cornmeal, etc.) 2-1/2 Tbsp Wheat germ Yo cup Pancakes (5") 1 Waffle (5") 1 Tortilla (6") 1 The following grains meet the partial or whole grain requirement: Barley Rolled oats Cracked wheat Rye Bran Corn meal (germed) Whole wheat flour Soybean flour Brown Rice Carob flour The following bread-cereal products meet the partial or whole grain requirements: Whole wheat bread Corn tortilla Whole grain hot cereal Grits Whole grain pancakes and waffles Whole grain bagels, muffins, and crackers Whole grain ready-to-eat cereal Oatmeal Pumpernickel bread Whole wheat rolls Whole wheat flour tortilla Additional servings from the dairy, vegetable-fruit, and bread-cereal groups must be provided in amounts to assure caloric supply is at the required levels. Fat shall be added only in minimum amounts necessary to make the diet palatable. (No less than one tablespoon fat and/or oil shall be provided to meet the body's need for essential nutrients.) A wide variety offoods should be served. Spices should be used to improve the taste and eye appeal of food served. 2.3 Beverages. Cold beverages shall be included with the meals, which includes juice or milk. 2.4 Re-Circulation of Menu. Menu items can only re-circulate every 4-5 days. 2.5Special Meals. The Police Holding Facility may request special meals for inmates with vegetarian or therapeutic diets. Special meals pricing shall be the same as standard meals. Peartrees Catering, Inc. Agreement Page 24 11-30 3. OTHER CONDITIONS 3.1 Dietician Review. The menus set forth by Consultant shall be reviewed by a State or County registered dietician to ensure compliance of the Recommended Dietary Allowances (RDA) of the Food and Nutrition Board and Titles 15 and 24 of the California Code of Regulations. 3.2 Ethics. Consultant shall conduct all business in an ethical manner and use quality food ingredients in the preparation of meals. . 3.3 Responsibility for Acts of Employees. Consultant shall be responsible for all acts of their employees while those employees are performing services for the City. 3.4 Compliance with California Code of Regulations. Consultant shall conduct all business activities in compliance with Titles 15 and 24, California Code of Regulations and Federal Office of Juvenile Justice and Delinquency Prevention standards. 3.5 Compliance with City Business License and General Operation Regulations. Consultant shall conduct all business activities in compliance with Title 5, and other applicable Chapters of the Chula Vista Municipal Code. A City of Chula Vista Business License shall be maintained during duration of this agreement. 3.6 Compliance with City Building and Construction Regulations. Consultant shall maintain all buildings and properties used in the provision of services to the City in compliance with Title 15, and other applicable Chapters of the Chula Vista Municipal Code. 3.7 Compliance with City Zoning Regulations. Consultant shall conduct all operations relative to the provisions of services to the City in compliance with Title 19, and other applicable Chapters of the Chula Vista Municipal Code. 3.8 Amendments to Scope of Work. City may independently, or upon request from Consultant, increase or reduce the scope of work to be performed. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of resolving issues of concern to either party that may arise from such an increase or reduction in scope of work. Peartrees Catering, Inc. Agreement Page 25 11-31