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HomeMy WebLinkAbout2000-05-09 City Council (4)City of Palo Alto City Manager’s Report TO:HONORABLE CITY COUNCIL ATTN:FINANCE COMMITTEE FROM:CITY MANAGER DEPARTMENT:COMMUNITY SERVICES DATE:MAY 9~ 2000 CMR: 247:00 SUBJECT:STATUS REPORT ON THE URBAN MINISTRY OF PALO ALTO FOOD PROGRAM AGREEMENT REPORT IN BRIEF This report transmits the staff evaluation of the Urban Ministry of Palo Alto (UMPA) Food Program Agreement (Attachment A) and the staff .recommendation for the provision of a high quality, consistent and administratively sound food program. The report discusses the scope of services in place, health and safety standards reviewed, the joint quality assurance monitoring activities by staff and Second Harvest Food Bank of Santa Clara and San Mateo Counties (SHFB), and program quality controls.. CMR:247:00 Page 1 of 5 RECOMMENDATION Staff recommends that the Finance Committee recommend to Council: 1.Additional funding in the amount of $32,500 is made available to fund a provider to administer a food program in Palo Alto. BACKGROUND On May 20, 1999, the Finance Committee directed the Office of Human Services to develop an agreement with Urban Ministry of Palo Alto to provide a food in Palo Alto. Human Services staff has worked with UMPA administration, program management staff and Board members since July 1, 1999 to ensure program quality and health and safety standards. A Human Services Resource Allocation Process (HSRAP) Request for Proposals (RFP) was issued on October 19, 1999 and providers were invited to a proposal writing workshop on November 12, 1999. Eighteen agencies attended the workshop, including two representatives from UMPA. Agencies were informed of funding requirements and standards, and strict submittal requirements were emphasized. The HSRAP RFP closed on December 7, 1999. A proposal from UMPA was not received prior to the submission deadline, so the HSRAP Selection Committee was unable to review a food program proposal from UMPA. A food program serving the homeless and low-income individuals meets the HSRAP Fiscal Year 2000-01 Priority of Needs first priority category. The UMPA food program did not meet the eligibility requirements for proposals to be considered by the HSRAP Selection Committee even if a proposal had been submitted. Proposals that do not meet a funding priority or any one of the eligibility requirements are removed from funding consideration. Eligibility requirements include a nonprofit status, governance by a responsible Board of Directors, the ability to provide program supervision, the ability to provide the responsible execution and delivery of services, fiscal accountability and the ability to meet city insurance requirements. Standards for proposal review include nine areas of competence, including the ability to submit a complete proposal by the specified deadline. This report explains why staff did not consider UMPA an eligible agency. On April 20, 2000, the City Council Finance Committee directed staff to return with an assessment of current program services provided to the City of Palo Alto by UMPA. CMR:247:00 Page 2 of 5 ~ DISCUSSION Prior to develop3...~g the scope of services and the terms for the current agreement with UMPA, staff developed a pre-assessment of the food p~ogram. The pre-assessment included a review of the physical site of the food closet, the storage facilities utilized by the food program, and review of food health and safety handling policies and procedures. In June 1999, Human Services staff met with the personnel and operations manager, the president of UMPA, the food program manager, the volunteer food closet managers, the Stanford SPOON program faculty and the consultant to UMPA, in. a series of four separate meetings. The current agreement requires that UMPA submit quarterly program progress reports, assign a full-time food program manager, ensure adherence to the California Uniform Retail Food Facilities Law (CURFFL) for health and safety standards, ensure that there is training and supervision of food program staff and volunteers, document participation in the program and provide a current copy of the food program policies and procedures manual used by each of the five service sites. On December 27, 1999, UMPA terminated the employment of the food program manager and directedthe food program assistant to assume the title and responsibilities of the food program manager. The change in program management prompted staff to re-assess program administration and program quality controls. The Second Harvest Food Bank of Santa Clara and. San Mateo Counties provided staff with the assistance of its nutritionist, who has the experience and expertise to thoroughly evaluate the food program. The joint assessment determined that the new program manager did not have the required knowledge or expertise in following health and safety standards as outlined in the Department of Environmental Health Consumer Protection "Food Safety" manual. Staff directed UMPA administration to suspend allprovision of food from unknown sources, obtain immediate training in California Uniform Retail Food Facilities Law (CURFFL) health and safety standards for the food program manager, take an immediate inventory of food products and dispose of all non-labeled food products at the three storage sites used by the food program, create a training schedule for volunteers, develop a schedule for stored food rotation and develop an updated food program policies and procedures manual. Due to the nature of health and safety violations outlined in the staff evaluation, immediate corrective action was requested within 12 calendar days. Additional administrative corrective action was requested within 30 calendar days. UMPA complied with corrective actions as directed by staff. Since the request by the Finance Committee for a program status report, staff has learned that the food program manager hired in December was terminated as of March 22, 2000. The half-time program assistant has assumed the title and responsibilities of the program manager with a limited increase in CMR:247:00 Page 3 of 5 hours dedicated to the food program. The new program manager does not have the experience or expertise of providing a food program. In January 2000, staff was informed that the Interim Executive Director hired in September 1999 had been terminated. An Interim Co-Director has been assigned to interface with City staff on financial and administrative matters. In February 2000, staff was also informed that the office manager that handles the bookkeeping, accounts payable, billing, insurance and progress report function was leaving the agency. A request for program documentation in February 2000 was not met in a timely manner. An additional letter of request was required for a copy of the program policy and procedures manual, a volunteer training schedule, program expense documentation and a sample of participant documentation. As of the date of this staff report, staff has not received a copy of the approved policies and procedures manual, a training schedule for program volunteers, a food rotation schedule, the sample of participant documentation or a third quarter progress report. Because of these issues and concerns, staff conducted a third assessment of the program administration and quality controls, covering the period of July 1, 1999 to the present. Staff evaluation of the food .program during the ten-month period July 1, I999 through May 2, 2000 provided confirmation that UMPA does not possess the ability to provide consistent and responsible supervision of the delivery of food services. During the ten- month period, staff interfaced with three different interim agency directors, three different food program managers and two different office managers due to turnover in agency staffing. The lack of continuity in staffing has eroded quality controls, increased life threatening health risks to the population served and shifted responsibility for maintaining services tO the volunteers and participating churches. Staff recommendation to implement a Request for Proposal (RFP) process can be completed by June 2000. The RFP can be issued on May 9, 2000 and closed May 30, 2000. A provider selection can be made prior to City Council adoption of the City budget on June 19, 2000. Services will begin July 1, 2000, with no break in service delivery. RESOURCE IMPACT Monitoring .of the City’s agreement with UMPA has required five times the average staff resources normally dedicated to contract monitoring. Despite the additional resources dedicated to UMPA by staff and SHFB, little or no improvement in UMPA’s performance has resulted. CMR:247:00 Page 4 of 5 Issuance of a Request for Proposals to contract with an alternate provider for a food program will require $32,500 in additional funds from the Reserve Fund. POLICY IMPLICATIONS This recommendation is consistent with existing City policies. TIMELINE The RFP and selection, process can be completed prior to Council adoption of the City budget and services will begin July 1, 2000. ENVIRONMENTAL REVIEW This program is not a project as defined by the California Environmental Quality Act and is not subject to CEQA requirements. PREPARED BY: Kathy Espinoza-Howard, Administrator and Margaret Wong, Management Assistant DEPARTMENT HEAD APPROVA~~-~ PAUL THILTGEN Director of Community Services CITY MANAGER APPROVAL: Assistant City Manager ATTACHMENTS Attachment A:Agreement S0115708 CMR:247:00 Page 5 of 5 ATTACHMENT A ’ Co CT NO. BE~WEEN THE CITY OF PALO ALTO AND URBAN MINISTRY OF PALO ALTO, INC. FOR CONSULTING SERVICES This Contract No.is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and URBAN MINISTRY OF PALO ALTO, INC., a corporation duly organized and existing under the Nonprofit Corporation Law of the State of California, located at 600 Homer Street, Palo Alto, CA 94301 ("CONSULTANT"). REC.ITALS: WHEREAS, CITY desires to obtain free grocery and free meal programs for homeless and very low-income individuals ("Program"), as more fully described in Exhibit "A"; and. WHEREAS, CITY desires to engage CONSULTANT, including its employees, if any, in providing the Services by reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Program on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION I. TERM I.i This Contract will commence on July i, 1999 and will terminate on June 30, 2000, unless this Contract is earlier terminated by CITY. Upon the recelpt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Program tasks in accordance with the time schedule set forth in Exhibit "A". Time is of the essence of this Contract. In the event that the Program is not completed within the time required through any fault of CONSULTANT, CITY’s city manager wil! have the option of extending the time schedule for any period of time. This provision will not preclude the recovery of damages for delay caused by CONSULTANT. SECTION 2. CORRECTIONS SCOPE OF PROGRAM SERVICES;CHANGES & 2.1 The scope of Services constitutingthe Program will be performed, delivered or executed by CONSULTANT under the phases of the Basic Services as described below. 2.2 CITY may order substantial changes in the scope or character of the Basic Services, or the Program, either decreasing or increasing the amount of work required of CONSULTANT. In the event that such changes are ordered, subject to the approval of CITY’s City Council, as may be required, CONSULTANT will be 990719 syn 0071638 entitled to full compensation for all w~rk performed prior to CONSULTANT’s receipt of the notice of change and further will be entitled to an extension of the time schedule. Any increase in compensation for substantial changes will be determined in accordance with the provisions of this Contract. CITY will not be liable for the cost or payment of any change in work, unless the amount of additional compensation attributable to the change in work is agreed to, in writing, by CITY before CONSULTANT commences the performance of any such change in work. SECTION 3 QUALIFICATIONS, STATUS, AND DUTIES OF CONSULTANT 3.1 CONSULTANT represents and warrants that it has the expertise and professional qualifications to furnish or cause to be furnished the Services. CONSULTANTfurther represents and warrants that the program director and every individual, including any consultant, charged with the performance of the Services are duly licensed or certified by the .State of California, to the extent such licensing or certification is required by law to perform the Services/ and that the Program will be executed by them or under their supervision. 3.2 In reliance on the representations and warranties set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it will execute or cause to be executed, the Program. 3.3 CONSULTANT will assign a single program director to have supervisory responsibility, for the performance, progress, and execution of the Program. The program director will represent CONSULTANT during the day~to-day work on the Program. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the program director, the CONSULTANT shall notify the program manager ofsuch a change. 3.4 CONSULTANT represents and warrants that it will: 3.4.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the Program; 3.4.2.Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract and any materials used in CONSULTANT’s performance of the Services; 3.4.3 At all times observe and comply with, and cause its employees and consultants, if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 3.4.4 Will report immediately to the program manager, in writing, any discrepancy or inconsistency it discovers in the 990719 syn 0071638 2 laws, ordinances, regulations, orders, and decrees mentioned above in relation to the deliverables. 3.5 Any deliverables given to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract will become the property of CITY and will not .be made available to any individual or organization by CONSULTANT or its consultants, if any, without the prior written approval of the city manager. 3.6 CONSULTANT will provide CITY with two (2) copies of any documents which ~re a part of the deliverables upon their completion and acceptance by CITY. 3.7 If CITY requests additional copies of any documents which are a part of the deliverables, CONSULTANT will provide such additional copies and CITY will compensate CONSULTANT for its duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Program. All consultantsof CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which will be responsible for their performance. 3.9 In the execution of the Program, CONSULTANT and its consultants, if any, will at all times be considered independent contractors and not agents or employees of CITY. 3.10 CONSULTANT will perform or obtain or cause to be performed or obtained any and all of the following Additional Services, not included under the Basic Services,: if so authorized, in writing, by CITY: 3.10.1 Providing services as an expert witness in connection with any public hearing or. meeting, arbitration proceeding, or proceeding of a court of record; 3.10.2 Incurring travel and subsistence expenses for CONSULTANT and its staff beyond those normally required under the Basic Services; 3.10.3 Performing any other Additional Services that may be agreed upon by the parties subsequent tothe execution of this Contract; and 3.10.4 Other Additional Services now or h~ereafter described in Exhibit "A" to this Contract. 3.11 CONSULTANT will be responsible for employing all consultants deemed necessary to assist CONSULTANT in the performance of the Services. CONSULTANT shall be responsible for the performance of its consultants or subcontractors in fulfilling the provisions of this contract. 990719 syn 0071638 3 3.12 CONSULTANT shall coordinate its services with other existing organizations providing similar services in order to foster community cooperation and to avoid unnecessary duplication of services. 3.13 CONSULTANT shall seek out and apply for other sources of revenue in support of its operation or services from county, state, federal and private sources. Unless deemed inappropriate by the program manager, CITY shall support CONSULTANT in its search of grants, funding, or other income by serving as a sponsoring agency, by providing letters of.support, or by rendering advice on application for grants. 3.14 CONSULTANT shall include an acknowledgment of CITY funding and support in all appropriate publicity or publications regarding its programsand services using words to th4 effect that "services are provided in cooperation with the City of Palo Alto" or "through City of Palo Alto funding" as approved by the program manager. 3.15 Throughout the term of this Contract, CONSULTANT shall remain an independent, nonprofit corporation under the laws of California governed solely by a Board of Directors, with up-to-date bylaws. CONSULTANT shall operate by its Bylaws. Any changes in CONSULTANT’s Articles of Incorporation, Bylaws, or tax-exempt status shall be reported by CONSULTANT immediately to the Program Manager. 3.16 The Board of Directors of CONSULTANT shall include representation from the broadest possible cross section of the community including: those with expertise and interest in CONSULTANT’s services, representatives from community organizations, and users of CONSULTANT’s services. 3.17 All meetings of the Board of. Directors of CONSULTANT shall be open to the public, except meetings, or portions thereof, dealing with real estate, personnel or litigation matters. 3.18 CONSULTANT shall keep minutes of all regular and special meetings of its Board of Directors. SECTION 4. DUTIES OF CITY 4.1 CITY will furnish or cause to be furnished the services listed in Exhibit "A" and such information regarding its requirements applicable to the Program as may be reasonably requested by CONSULTANT. 4.2 CITY will review and approve, as necessary, in a timely manner the deliverables and each phase of work performed by CONSULTANT. CITY’s estimated time of review and approval will be furnished to CONSULTANT at the time of submission of each phase of work. CONSULTANT. acknowledges and understands that the interrelated exchange of information among CITY’s various 990719 syn 0071638 departments makes it extremely difficult for CITY to firmly establish the time of each review and approval task. CITY’s failure to review and approve within the estimated time schedule will not ~constitute a default under this Contract. 4.3 The city manager will represent CITY for all purposes under this Contract. The Administrator for the Office of Human Services is designated as the program manager for the city manager. The program manager will supervise the performance, progress~ and execution of .the Program, and will be assisted by the Management Assistant for the Office of Human services. 4.4 In the event CITY should ’determine from any identifiable source, including but not limited to reports submitted by CONSULTANT under this contract or any evaluation report from any identifiable source, that there is a condition which requires correction, CITY may forward to CONSULTANT requests for corrective action. Such requests shall indicate the nature of the issue or issues which are to be reviewed to determine the need for corrective action, and may include a recommendation as to appropriate corrective action. Within thirty (30) days of CITY’s request, CONSULTANT shall Submit its response, which shall include its views of the problem and proposed action, if any. Upon request of either party, the parties shall meet to discuss any such request and response within the thirty-day period specified. SECTION 5.COMPENSATION 5.1 CITY will compensate CONSULTANT for the following services and work: 5.1.1 In consideration of the full performance of the Basic Services, including any authorized reimbursable expenses, CITY will pay CONSULTANT a fee not to exceed Thirty Thousand Six Hundred Twelve .Dollars ($30,612.00). The amount of compensation will be calculated in accordance with the schedule set forth in Exhibit "B". On the billing form provided by CITY, CONSULTANT shall submit a bill by the fifteenth (15th) working day of the following month for services provided under this Contract during the preceding three .months. The bill shall specify actual expenditures directly related to this Contract as follows, in accordance with Exhibit "B". The fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse payment of such fees, if such prior approval is not obtained by CONSULTANT. 5.1.2 The full payment of charges for extra work or changes, or both, in the execution of the Program will be made, provided such request for payment is initiate~ by CONSULTANT and authorized~ in writing, by the program manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such .work or changes, or both. Prior to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra 5990719 syn 0071638 work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors,, omissions, or oversights. 5.1.3 Direct personnel expense of employees assigned to the execution of the Program by CONSULTANT will include only the work and other documents pertaining to the Program, and in services rendered during the program to the extent such services are expressly contemplated under this Contract. Included in the cost of direct personnel expense of these employees are salaries and mandatory and customary benefits such as .statutory employee benefits, insurance, sick leave, holidays and vacations, pensions and similar benefits. 5.2 The schedule of payments will be made as follows: 5.2.1 Payment of the Basic Services will be made in quarterly progress payments in proportion to the quantum of services performed, or in accordance with any other schedule of payment mutually agreed upon by the parties, as set forth in Exhibit "B", or within thirty (30) days of submission. Final payment will be made by CITY after CONSULTANT has submitted all deliverabl~s, including, without limitation, reports which have been approved by the program manager. 5.2.2 No deductions will be made from CONSULTANT’s compensation on accoun[ of penalties, liquidated damages, or other sums withheld by CITY from payments to general contractors. SECTION 6. PROGRAM RECORDS Upon reasonable notice, CONSULTANT shall grant the program manager access to all CONSULTANT records, data, statements, and reports, which pertain .to this Program. CONSULTANT shall secure all necessary client and/or personnel release of information forms to allow the program manager and others specifically designated, in Writing by the program manager to be afforded such access. Access to clinical records .will be coordinated with.the client, the client’s representative and the CONSULTANT upon reasonable request, from the program manager. CONSULTANT is not required to provide information, -the disclosure of which is expressly prohibited by California or Federal laws. SECTION 7. ACCOUNTING, AUDITS, OWNERSHIP OF RECORDS 7.1. CONSULTANT shall appoint a fiscal agent who shall be responsible for the financial and. accounting activities of CONSULTANT, including the receipt and disbursement of CONSULTANT funds. 7.2. CONSULTANT shall appoint from its Board a treasurer who shall review Financial Statements of CONSULTANT on a regular basis. 990719 syn 0071638 7.3 Records of the direct personnel expenses and expenses incurred in connection with the performance of Basic Services and Additional Services pertaining to the ~’ogram will be prepared, maintained, and retained by CONSULTANT .in ~.~2cordance with generally accepted accounting principles and will be made available to CITY for auditing purposes at mutually convenient times during the term of this Contract and for three (3) years following the expiration or earlier termination of this Contract. 7.4 CONSULTANT shall provide forindependent audit of its fiscal year transactions, records, and financial reports at least every two (2)years. The certified public accountant shall submit the report to both parties. The cost of this audit shall be borne by CONSULTANT. 7.5 The originals of the deliverables prepared by or under the direction of CONSULTANT in the performance of this Contract will become the property of CITY irrespective of whether the. Program is completed upon CITY’s payment of the amounts required to be paid to CONSULTANT. These originals will be. delivered to CITY without additional compensation. CITY will have the right to utilize any final and incomplete drawings, estimates, specifications, and any other documents prepared hereunder, by CONSULTANT, but CONSULTANT disclaims, any responsibility or liability for any alterations or modifications of such documents. SECTION 8. INDEMNITY 8.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents, from any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arising out’.of CONSULTANT’s, its officers", agents’, consultants’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT in the performance of or failure to perform its obligations under this Contract. SECTION 9.WAIVERS 9.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract or of the provisions of any ordinance or law will not be deemed to be a waiver of any such covenant, term, condition, provision, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant,, term, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or violation by the other party of any covenant, term, condition or provision of this Contract or of any applicable law or ordinance. 990719.syn 0071638 7 9.2 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION i0. INSURANCE i0.I CONSULTANT, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not onlyCONSULTANT and its consultants, if any, but also, with the exception of workers’ compensation, employer’s liability and professional liability insurance, naming CITY as an additional insured concerning CONSULTANT’s performance under this Contract. 10.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:X or higher which are admitted to transact insurance business in the State of California. Any and all consultants of CONSULTANT retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additional insured under, such policies as required above. 10.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The Certificates will be subject to the approval of CITY’s risk manager and will contain an- endorsement stating that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing with the CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on file at all times during the term of this Contract with the city clerk. 10.4 The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION Ii. WORKERS’ COMPENSATION II.i CONSULTANT, by .executing this Contract, certifies that it is aware of the provisions of the Labor Code of the. State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that 8990719 syn 0071638 it will comply with such provisions, commencing the performance of the Program. PROGRAM as applicable, before SECTION 12 - TERMINAT, ION OR SUSPENSION OF CONTRACT OR 12.1 The city manager may suspend the execution of the Program, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days’ prior written notice thereof to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of Basic Services. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance under this Contract. 12.2 CONSULTANT may terminate this Contract or suspend its execution of the Program by giving thirty (30) days’ prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of Basic Services or the execution of the Program. 12.3 Upon such suspension or termination .by CITY, CONSULTANT will be compensated for the Basic Services and Additional Services performed and deliverables received and approved prior to receipt of written notice from CITY of such suspension or abandonment, togetherwith authorized additional and reimbursable expenses then due. If the Program is resumed after it has been suspended for more than 180 days, any change in CONSULTANT’s compensation will be subject to renegotiation and, if necessary, approval of CITY’s City Council. If this Contract is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY, as such determination may be made by the city manager in the reasonable exercise of her discretion. 12.4 In the event of termination of this Contract or suspension of work on the Program by CITY where CONSULTANT is not in default, CONSULTANT will receive compensation as follows: 12.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized under this Contract. 12.4.2 For approved items of services on which a notice to proceed is issued by CITY, but which are not fully ~performed, CONSULTANT will be compensated for each item of service in an amount which bears the same ratio to the total fee otherwise payable for the performance of the service as the quantum of service actually rendered bears to the services necessary for the full performance of that item of service. 12.4.3 The total compensation payable under the preceding paragraphs of this Section will not exceed, the payment 990719 syn 0071638 9 specified under Section 5 for the respective items of service to be furnished by CONSULTANT. 12.5 Upon such suspension or termination, CONSULTANT will deliver to the city manager immediately any and all copies of the deliverables, whether or not completed, prepared by CONSULTANT or its consultants, if any, or given to CONSULTANT or its consultants, if any, in connection with this Contract. Such materials will become .the property of cITY. 12.6 The failure of CITY to agree with ¯CONSULTANT’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONSULTANT to fulfill its obligations under this Contract. SECTION 13. ASSIGNMENT 13.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of CITY will be void and, at the option of the city manager, this Contract may be terminated. This Contract will not be assignable by operation¯of law. SECTION 14.NOTICES 14.1 All notices hereunder will be given, in writing, and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 Copy to:Office of Human Services City of Palo Alto 4000 Middlefield Road, T2 PaloAlto, CA 94303 To CONSULTANT: Attention of the program director at the address of CONSULTANT recited above SECTION 15. CONFLICT OF INTEREST 15.1 In accepting this Contract, CONSULTANT covenants that it presently has no interest, and will not a~quire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 990719 syn 0071638 10 15.2 CONSULTANT further covenants that, in the performance of this Contract, it will not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies that no one who has or will have any financial interest under this Contract is an officer or employee of CITY;’ this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. SECTION 16. NONDISCRIMINATION 16.1 As set forth in the Palo Alto.Municipal Code, no discrimination will be made in the employment of persons under this Contract because of the age, race, color, national or±gin, ancestry, religion, disability, sexual preference or gender of such person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONSULTANT agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth .in Exhibit "D". 16.2 CONSULTANT agrees that each contract for services from independent providers will contain a provision substantially as follows: "[Name of Provider] will provide CONSULTANT w±th a certificate stating that [Name of Provider] is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, ~national origin, ancestry, religion, disability, sexual preference or gender of such person." 16.3 If CONSULTANT is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or executive order in the performance of-this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole Or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this Contract. 16.4 I~f CONSULTANT is found in default o~ the nondiscrimination provisions of this Contract, CONSULTANT will be found in material breach of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct from the amount payable to CONSULTANT the sum of 990719 syn 0071638 11 two hundred fifty dollars ($250) for each calendar day during which CONSULTANT is not in compliance with this provision as damages for breach of contract, or both. SECTION 17. MISCELLANEOUS PROVISIONS 17.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the. federal Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT will comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of this Contract. 17.2 Upon the agreement~0f the parties, any controversy or claim arising out of or relating to this Contract may be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. 17.3 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 17.4 In the event that an action is brought, the parties agreethat trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 17.5 The prevailing party in any action brought to enforce the terms of this Contract Or arising out of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 17.6 This document represents the entire and integrated Contract between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 17.7 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 17.8 The covenants, terms, conditions and provisions of this Contract will apply to, and wil! bind, the heirs, successors, executors] administrators, assignees, and consultantsr as the case may be, of the parties. 17.9 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. 12990719~n 0071638 17.10 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may bereferred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 17.11 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. 17.12 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year .in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer available. This Section 17.12 will take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. IN WITNESS WHEREOF,. the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: CITY PALO ALTO Ass: ~er URBAN MINISTRY. OF PALO ALTO, INC. Director of Direct( Insurance Services Its: ~ "-,,._~’L/~ (./I ~k/"" %’~" " ~’~ v v Taxpayer’s I.D. No. 77-0034836 APPROVED AS TO CONTENT: Attachments : EXHIBIT "A" : EXHIBIT "B" : EXHIBIT "C": EXHIBIT "D" : Office Human Services SCOPE OF PROGRAM SERVICES &TIME SCHEDULECONTP~ACT BUDGET INSURANCE NONDISCRIMINATION COMPLIANCE FORM 13 990719 syn 0071638 CERTIFICATE OF ACKNOWLEDGMENT (Civil .Code ~ 1189) On ~/Y 9~/e~7 , before me, the undersigned, a Notar~n and for said County and State,. personally appeared , personally known tome or proved to me on the basis of.satisfactory evidence to be the person~) whose name(~) is/a-r-e subscribed to the.within instrument and acknowledged to me that he/s4~e/~ executed the same in his/~/t4~ir authorized capacity(i-es), and that by his/~/t~eir signature,s@ on the instrument the person~), or the entity upon behalf of which the person~s@ acted, executed the instrument. WITNESS my.hand and official seal. Notary~licSignatu~e~f 14990719 syn 0071638 CERTIFICATE OF ACKNOWLEDGMENT, (Civil Code § 1189) On J~-- ~ I~ , before mi, the unders~g~n_t!, a Notary,.Public in ~ f~sai~ County and State, personally appeared , personally known tome or proved to me oh- the basis of satisfactory evidence to be the person~) whose name ~) is/e~-e subscribed to the within instrument and acknowledged to me that he/~e/t-~ey executed the same in his/~r/t’!~ir authorized capacity(i-as), and that by his/h~-r/t~ir signature(~) on the instrument the person~s-), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal Signa~,~ of Not~" " 990719 syn 0071638 15 EXHIBIT "A" URBAN MINISTRY OF PALO ALTO Food Program 1999-00 SCOPE OF PROGRAM SERVICES II III PROGRAM SERVICES CONSULTANT shall provide a food program consisting of a free grocery distribution program and a hot meal program. The food programs shall include the Downtown Food Closet and the Breaking Bread Meal Program. PROGRAM GOALS 1) 2) To distribute free groceries and provide free hot meals to hungry and needy individuals in the Palo Alto area. To reduce hunger, .promote dignityl health and hope and to provide a healthy supportive atmosphere. PROGRAM METHODS DOWNTOWN FOOD CLOSET 1) 2) 3) 4) 5) 6) The Food Cioset site shall be located at the All Saints Episcopal Church, 425 Hamilton Avenue. Food Closet hours of operation shall run Monday throt~gh Friday from 10:00 a.m. through 3:30 p.m., with the exceptions of July 4th, Christmas, New Years Day, and Thanksgiving Day. CONSULTANT shall assign a full time Food Coordinator to coordinate the purchase, storage and distribution of groceries. CONSULTANT shall maintain, recruit, train and supervise Food Closet volunteers to assist in the preparation and distribution of food. A daily count of Food Closet participants shall be taken to document the number of grocery bags distributed and the number of unduplicated individuals served through the program. CONSULTANT shall ensure that health and safety standards observed and clearly communicated to staff and volunteers are consistent with the California Uniform Retail Food Facilities Law (CURFFL) and are followed at all times. Urban Ministry 1 Exhibit "A" BREAKING BREAD MEALS PROGRAM 1) 2) 3) The Breaking Bread Meals Program shall operate out of five locations in Palo Alto and Menlo Park. These service locations shall include the Grace Lutheran- Church, the Fii:st Presbyterian Church, the All Saints Episcopal Church and the Covenant Church in Palo Alto, and the Holy Trinity Episcopal Church in Menlo Park~ The Breaking Bread Meals Program shall operate and serve meals during the following times and at the following locations: Grace Lutheran Church every Tuesday from 5:00 p.m. to 6:00 p.m. First Presbyterian Church every Wednesday from 5:00 p.m. to 6:00 p.m. All Saints Episcopal Church every Thursday from 11:45 a.m. to 12:45 p.m. Covenant Presbyterian Church every Saturday from 11:30 a.m. to 12:30 p.m. Holy Trinity Episcopal Church every Sunday from 3:00 p.m. to 4:00 p.m. The Breaking Bread Meals Program receive food donations from the Second Harvest Food Bank, SPOON at Stanford University, restaurants, individuals and community groups and purchases various food items from markets, vendors and food brokers. 4) 5) 6) Dried and canned food products are stored at a public storage in Mountain View and perishables are stored at the Cubberley Community Center. Ensure that health and safety standards observed are consistent with the Califomia Uniform Retail Food Facilities Law (CURFFL) and are followed at all times. Minimum health and safety standards required of individuals handling food shall be posted at each meal service site and shall include the following: Food Handling and Storage ~ Pre-cooked food shall be refrigerated or frozen immediately. ~ Pre-cooked food that is refrigerated shall be served the next day. ¯ ~’ Pre-cooked food that is frozen shall be thawed under refrigeration, ’ ~" Pre-cooked non-frozen food shall not be stored for more than five days. ~ Plastic gloves shall be used during preparation and serving of uncooked foods. . ~ Dry goods shall be stored on skids and away from walls to allow for air circulation. ~’ All food items shall be dated and identified for storage. ~ Most recent food packages shall be used on a first in first out method. Urban Ministry Exhibit "A’? IV Sanitary Precautions ~ Volunteers and staff shall wash their hands before touching food, after using the bathroom, sneezing, coughing or touching their faces. ~ Volunteers who have a cold, flu or are ill will not be allowed to participate. . ~ Serving and preparation surfaces shall be sanitized with water and bleach after use. ~Storage areas shall be organized and cleaned on a regular basis. ~Cleaning supplies shall be stored ina separate area away from food items. >"Freezers and refrigerators shall be maintained in a clean manner and in good repair. ~ Food preparation and serving areas at each service site shall be maintained in a clean and sanitary manner Food Service Precautions ~ Temperature requirements for refrigeration, freezing, food handling and food serving shall be consistent with the California Uniform Retail Food Facilities Law (CURFFL). ~ Food shall be covered during preparation and serving. PROGRAM OBJECTIVES DOWNTOWN FOOD CLOSET 1)Serve 95 homeless and low-income individuals through the Food Closet Program. 2)Provide 19,800 bags of free groceries to Food Closet participants. BREAKING BREAD MEAL PROGRAM V 1)Serve an average of 70 homeless and low-income individuals on a daily basis through the Breaking Bread Meal Program. 2)Provide 22,300 hot meals to Breaking Bread Meal Program participants. DELIVERABLES 1) 2) Consultant shall provide quarterly activity reports relating to this Scope of Program Services for the periods ending September 30, 1999, December 31, 1999, March 3!, 2000, and June 30, 2000, within fifteen days after these dates. Each report shall cover the preceding quarter and other such information as the Program Manager may request. The final report shall focus on the preceding quarter, but also shall provide information on contract services for the entire year. Each report shall be prepared in the form agreed upon by the Program Manager and the Consultant. Urban Ministry Exhibit "A" VII 3)Provide an updated copy of the Food Closet schedule with days, times, location and contact information. 4)Provide an updated copy of the Breaking Bread Meals Program schedule with days, times, location and contact information. 5)Provide an updated copy of health and safety policies and procedures for the Food Closet and the Breaking Bread Meals Program food handling standards. 6)Provide a copy of participant intake form and procedures followed. TIME SCHEDULE ¯Services shall commence on July 1, 1999 and continue through June 30, 2000. ¯Quarterly progress reports shall be completed fifteenth day after each quarter. REQUIREMENTS ¯ and submitted to the City on the The City of Palo Alto requires mention of its name in all materials that acknowledge donors in any public announcements or publicity regarding fimded programs. CONSULTANT shall comply with the Americans with Disabilities Act (ADA) of 1990. Urban Ministry Exhibit "A" EX_HIBIT C I of 2 ACORD..CERTIFI A’ : OF LIABILITY INSU - NC _I OATE,MM,DD , ---06/29/99 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION The Wigh~man Agency ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Atlantic-Pacific Ins. Brokers HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 5353 Scotts Valley Dr. Ste. E ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Scotts Valley C~ 95066 COMPANIES AFFORDING COVERAGE Lawrence R.Ferg~son COMPANY Phone No. 831--438--2617 Faxao. 831-438-2698 A Travelers Insurance INSURED COMPANY B HIH America Urban Ministry Of .Palo Alto COMPANY Donna Smith Powers C P.O. Box 213 COMPANYPalo Alto CA 94302 D COVERAGES THIS IS TO CERllFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERllFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CON[~lllONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I CO ¯TYPE OF INSURANCE POLICYNUMBER LIMITSPOLICY- EFFEC11VE POLICY EXPIRA11ONILTRDATE (MMIDD/YY)DATE (MMIDD~fY} I GENERAL LIABILITY GENERAL AGGREGATE $ 1 I 000 t 000~__~MMERCIALGENERAL LIABILI~. ACLAIMS MADE L~ OCCURI X-660-424X1020-TCT-99 07/01/99 07/01/00 PRODUCTS -COMPIOPAGG ’ $ 1,000 ~ 000 ER,S & CONTRACTOR,S PRo.I ~ PERSONAL & ADV INJURY $ 110001000 _~OWN EACH OCCURRENCE $ i t 000 000 ~FIRE DAMAGE (Any one fire)$ 5 0 t 000¯MED EXP (Any one per~0n)$ 5000 ’ AUTOMOBILE LIABILITY A X~ ANYAUTO 810-883Y6916-TCT-99 07/01/99 07/01/0.0 COMBINED SINGLE LIMIT $ 1 ,000,000 __~ ALL OWNED AuTos BODILY INJURY(Per par~on)_~ SCHEDULED AUTOS $ ~__~ HIRED AUTOS BODILY INJURY ~NON-OWNED AUTOS (Par accident)$ ~- PROPERTY DAMAGE $ AUTO ONLY- EAACCIDENT $ OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE $ EACH OCCURRENCE $ AGGREGATE $ WC STATU-OTH.X TORYL MITS I ER EL EACH ACCIDENT $ 1000000~INCL EL DISEASE - POLICY UMIT $ 1000000 "07/01/99]~PARTNE~SlEXECUTIVE C000686203 07/01/00 OFFICERS ARE:[ I EXCL EL DISEASE- EA EMPLOYEE $1000000 OTHER DESCRIPlqON OF OPERATIONSILOCATIONSIVEHICLES/SPECIAL ITEMS "THE CITY, ITS OFFICERS, OFFICIALS. EMPLOYEES. AGENTS AND VOLUNTEERS ARENAMED AS ADDITIONAL INSUREDS AS RESPECTS :LIABILITY ARISING OUT OF ACTIVITIESPERFORMED BY OR ON BEHALF OF THE SUBRECIPIENT; PRODUCTS AND COMPLETED OPERATIONS OF THE SUBRECIPIENT; PREMISES OWNED, OCCUPIED OR USED BY THESUBRECIPIENT; OR AUTOMOBILES OWNED,LEASED, HIRED OR BORROWED BY THE CERTIFICATE HOLDER CANCELLATION CITY OF PALO ALTO SUZANNE BAYLEY P.O. BOX 10250 PALO ALTO CA 94303 ACORD 25~ (1195) C I TYPA1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRAI~ON DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 3__0 DAYS WRITTEN NOllCE TO THE CERI~FICATE HOLDER NAMED TO THE LEFT, ¯BUT FAILURE TO MAIL SUCH NO11CE SHALL IMPOSE NO OBLIGA31ON OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTA~VES. " ACORD CORPORATION 1988 EXHIBIT C NOTEPAD: ’"SO"ED’S.AMo Urban Ministry Of Palo Alto OPID LS SUBRECIPIENT. THE COVERAGE ..qH"~L CONTAIN NO SPECIAL LIMITATIONS ON THE SCOPE OF PROTECTION AFFORDED ~.~. THE CITY, ITS OFFICERS, OFFICIALS, EMPLOYEES, AGENTS OR VOLUNTEERS. IT IS AGREED THAT ANY INSURANCE MAINTAINED BY THE CITY OF PALO ALTO WILL APPLY IN EXCESS OF, AND NOT CONTRIBUTE TO, INSURANCE PROVIDED BY THE SUBRECIPIENT. ALL RIGHTS OF SUBROGATION ARE HEREBY WAIVED AGAINST THE CITY AND THE MEMBERS OF THE CITY COUNCIL AND ELECTIVE OR APPOINTIVE OFFICERS OR EMPLOYEES, WHEN ACTING WITHIN THE SCOPE OF THEIR EMPLOYMENT OR APPOINTMENT. ANY FAILURE TO COMPLY WITH REPORTING OR OTHER PROVISIONS OF THE POLICIES INCLUDING BREACHES OF WARRANTIES SHALLNOT AFFECT COVERAGE PROVIDED TO THE CITY, ITS OFFICERS, OFFICIALS, EMPLOYEES, AGENTS OR VOLUNTEERS. INSURANCE SHALL APPLY SEPERATELY TO EACH INSURED AGAINST WHOM CLAIM IS I~DE OR SUIT IS BROUGHT, EXCEPT WITH RESPECT TO THE LIMITS OF THE INSURER’S LIABILITY. 2of2 PAGE 2 DATE 06/29/99 EXHIBIT !’DN Form 410 Program/Project:Food Program Certification of Nondiscrimination: As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment with regards to age, race, color, religion; sex, national origin, ancestry, disability, or sexual preference; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. Agency: Urban Ministry of Palo Alto, Inc. Title of Officer Signing: Signature:.