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HomeMy WebLinkAboutContracts & Agreements_74-2022AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of ARPA Resident Food Assistance Program - Grocery Gift Cards ("Agreement") is made and entered in this 17th day of May, 2022 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and About Food Inc., dba Redlands Ranch Market, a California S Corporation ("Contractor") City and Contractor are sometimes individually referred to herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises contained herein, City and Contractor agree as follows. ARTICLE 1— ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to provide up to 1,687 gift cards on a monthly basis to City commencing as of the Effective Date of this Agreement through October 2023 (the "Services") 1.2 The Services shall be performed by Contractor in a professional manner, and Contractor represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional Contractors in the industry providing like and similar types of Services. ARTICLE 2 — SERVICES OF CONTRACTOR 2 1 The Services that Contractor shall perform are more particularly described in Exhibit "A," titled "Scope of Services," which is attached hereto and incorporated herein by this reference. 2.2 Contractor shall comply with applicable federal, state and local laws and regulations in the performance of this agreement including, but not limited to, any applicable State prevailing wage laws. ARTICLE 3 — RESPONSIBILITIES OF CITY 3 1 City shall make available to Contractor information in its possession that may reasonably assist Contractor in performing the Services. 3.2 City designates Maira Durazo, Grants Coordinator, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services. ARTICLE 4 — PERFORMANCE OF SERVICES 4 1 The Services shall commence immediately after the Effective Date of this Agreement. Contractor shall perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit "B," titled "Project Schedule," which is attached hereto and incorporated herein by this reference. L:\ca\djm\Agreements\RedlandsRanchMarket-ARPA Resident Food Assistant Program Agreement.docx.jm The term of this Agreement shall commence on May 17th 2022 and expire on October 31st 2023 unless terminated earlier as provided herein or otherwise modified by the Parties. ARTICLE 5 — PAYMENTS TO CONTRACTOR 5 1 Total compensation for Contractor's performance of the Services shall not exceed the amount of Two Million Twenty -Four Thousand Four Hundred Dollars ($2,024,400). City shall pay Contractor on a time and materials basis up to the not to exceed amount in accordance with Exhibit "C," titled "Payment Schedule," which is attached hereto and incorporated herein by this reference. 5.2 Contractor shall submit monthly the completed attached "Invoice Form" template to City describing the Services performed during the preceding month in accordance with Exhibit "D" titled "Invoice Form." Contractor's invoices shall include a brief description of the Services performed, the dates the Services were performed, and the number of gift cards provided to City City shall pay Contractor no later than thirty (30) days after receipt and approval by City of Contractor's invoice. 5.3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section. CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands.org (909) 798-7531 CONTRACTOR David Ireland, General Manager About Food Inc. dba Redlands Ranch Market 800 E. Lugonia Ave. Redlands, CA, 92374 redhead443@gmail.com (951) 741-1884 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage required by this Agreement shall be maintained by Contractor for the duration of its performance of the Services. Contractor shall not perform any Services unless and until the required insurance listed below is obtained by Contractor Contractor shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. Insurance policies shall include a L:\ca\djm\Agreements\RedlandsRanchMarket-ARPA Resident Food Assistant Program Agreement.docx.jm provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City A. Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Contractor is self -insured or exempt from the workers' compensation laws of the State of California. Contractor shall execute and provide City with Exhibit "B," titled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference, prior to performance of the Services. B Commercial General Liability (CGL) insurance with carriers acceptable to City. a. Limits of insurance not less than. 1 $1,000,000 Each Occurrence Limit 2. $1,000,000 Personal and Advertising Injury Limit 3 $2,000,000 Annual Aggregate Limit 4 $2,000,000 Products -Completed Operations Limit b City shall be included as an Additional Insured. Contractor shall also cause its policy to be amended to provide that the coverage afforded to the additional insured is primary to and noncontributing with any other insurance, self-insurance or deductible amount maintained by or provided to the additional insured. Attached to each certificate of insurance shall be a copy of the additional insured endorsement that is part of the Contractor's CGL, as well as a copy of the policy's endorsement providing coverage to the additional insured on a primary and non- contributing basis. c. CGL coverage shall be written on ISO Occurrence form CG00011093 or a substitute form providing equivalent coverage and shall cover liability arising from premises, operations, independent contractors, products - completed operations, and personal and advertising injury Use of any CGL form covering defense costs within the limits of insurance requires the prior written consent ofCity C. On the certificate of insurance, the Certificate Holder section should read as follows City of Redlands Attn. Risk Management P 0 Box 3005 Redlands, CA 92373 6.2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees, and agents from and against any and all claims, losses and liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Contractor, or its officers, employees and agents in performing the Services. L:\ca\djm\Agreements\RedlandsRanchMarket-ARPA Resident Food Assistant Program Agreement.docx.jm ARTICLE 7 — CONFLICTS OF INTEREST 7 1 Contractor covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Contractor's Services. Contractor further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement. 7.2 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor A. Does not make a governmental decision whether to (i) Approve a rate, rule or regulation, or adopt or enforce a City law; (ii) Issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement; (iii) Authorize City to enter into, modify or renew a contract; (iv) Grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) Grant City approval to a plan, design, report, study or similar item, (vi) Adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof. B. Does not serve in a staff capacity with City and, in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302. 7 3 In the event City determines that Contractor must disclose its financial interests, Contractor shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk. ARTICLE 8 — GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in- house counsel by a Party 8.2 Contractor shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement. Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement. L:\ca\djm\Agreements\RedlandsRanchMarket-ARPA Resident Food Assistant Program Agreement.docx jm 8 3 Contractor is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor any of its agents shall have control over the conduct of Contractor or Contractor's employees, except as herein set forth. Contractor shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Contractor are for its account only, and in no event shall Contractor or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind City to any obligation. 8 4 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Contractor 8 5 This Agreement shall be governed by and construed in accordance with the Department of the Treasury's Interim Final Rule (31 CFR Part 35), 2 CFR Part 200 of Federal Grant Regulations, and the laws of the State of California, without regard to its conflicts of laws provisions. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California. 8 6 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement. ARTICLE 9 — UNIFORM GUIDANCE PROVISIONS By executing this Agreement, the Contractor hereby certifies that it will adhere to and comply with the following provisions as may be applicable to a Non -Federal Entity Contractor per Appendix II to Title 2 CFR Part 200 of the Federal Uniform Guidance. 9 1 Remedies for Breach — Any waiver by the City of any breach of any one or more of the terms of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or of any other term of this Agreement. Failure on the part of City to require exact, full and complete compliance with any terms of this Agreement shall not be construed as in any manner changing the terms or preventing City from enforcement of the terms of the Agreement. 9.2 Termination for Cause - This Agreement may be terminated by City, in its sole discretion, by providing not less than ten (10) days prior written notice to Contractor of City's intent to terminate. If this Agreement is terminated by City, an adjustment to L:\ca\djm\Agreements\RedlandsRanchMarket-ARPA Resident Food Assistant Program Agreement.docx.jm Contractor's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Contractor at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor Upon receipt of a termination notice, Contractor shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, drawings, specifications, reports, summaries and such other information and materials as may have been accumulated by Contractor in performing the Services. Contractor shall be compensated on a pro-rata basis for Services completed up to the date of termination. 9.3 Equal Employment Opportunity — No construction is to be funded with moneys under this program, as such, the funds used for this program are not subject to Equal Employment Opportunity 9 4 Davis -Bacon, as amended (40 U S C 3141-3148) — No construction is to be funded with moneys under this Program, as such, the funds used for this program are not subject to Davis Bacon. 9.5 Contract Work Hours/Safety Standards Act (40 U.S C 3701-3708)- Where applicable, all contracts awarded by the City in excess of $100,000 that involve the employment of mecha cs or laborers shall include a provision for compliance with 40 U S C. 3702 and 3704, as supplemented by Department of Labor Regulations (29 CFR Part 5) Under Section 40 U S C. 3702, each contractor shall be required to compute the wages of every mechanic and laborer on the basis of a standard workweek of 40 hours. Work in excess of the standard workweek is permissible provided that the worker is compensated at a rate of not less than 1 1/2 times the basic rate of pay for all hours worked in excess of 40 hours in the workweek. The requirements of 40 U S C 3704 are applicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 9 6 Rights to Inventions — Contracts or agreements for the performance of experimental, developmental, or research work shall provide for the rights of the Federal Government and the recipient in any resulting invention in accordance with 37 CFR Part 401.2, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the U S Department of the Treasury 9 7 Clean Air Act (42 U S C 7401-7671q) and Water Pollution Act (33 U S C 1251-1387) — Contracts and subgrants of amounts in excess of $100,000 shall contain a provision that requires the recipient to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U S C 7401 — 767 lq) and the L:\ca\djm\Agreements\RedlandsRanchMarket-ARPA Resident Food Assistant Program Agreement.docx.jm Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with mamtaming a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000, procuring solid waste management services in a manner that maximizes energy and resource recovery, and establishing an affirmative procurement program for procurement of recovered materials identified m the EPA guidelines 9 12 Access to Records and Records Retention - Contractor shall mamtain books, ledgers, invoices, accounts and other records and documents evidencmg costs and expenses related to the Services Such books shall be available at reasonable tunes for exammation by City at the office of the Contractor The Contractor, shall allow all duly authonzed Federal, State, and/or City officials or authonzed representatives access to the work area, as well as all books, documents, materials, papers, and records of the Contractor, and any sub - consultants or sub -contractors, that are directly pertment to this specific program for the purpose of makmg audits, examinations, excerpts, and transcriptions The Contractor, and any sub -consultants or sub -contractors, further agree to mamtam and keep such books, documents, matenals, papers, and records, on a current basis, recording all transactions pertammg to this agreement in a form in accordance with generally acceptable accounting principles. All such books and records shall be retamed for such periods of time as required by law, provided, however, notwithstanding any shorter periods of retention, all books, records, and supporting detail shall be retained for a period of at least eight (8) years after the expiration of the term of this Agreement IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CONTRACTOR By Paul T Banch, Mayor ATTEST e Donaldson, City Clerk David Ireland, Gen al Manager Redlands Ranch Market L\ea\djm\Agreements\RedlandsRanchMarket ARPA Resident Food Assistant Program Agreement.docx jm Federal Water Pollution Control Act as amended (33 U S C.A. Section 1251 - 1387) Violations shall be reported to the U S Department of the Treasury and the Regional Office of the Environmental Protection Agency (EPA) 9 8 Energy Efficiency — Mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub L. 94 - 163, Dec 22, 1975, 42 U S C.A. Section 6201, et. seq., 89 Stat.871) 9.9 Debarment and Suspension (Executive Orders (E.0) 12549 and 12689) — No contract shall be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with OMB guidelines at 2 CFR 180 that implement E.O.s 12549 and 12689, "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than E.O 12549 9 10 Anti -Lobbying Certification (31 U S C.A. 1352) — The language of the certification set forth in this paragraph 9 10 shall be required in all contracts or subcontracts entered into in connection with this program activity and all Contractors shall certify and disclose accordingly This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U S.C.A. Section 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and no more than $100,000 for such failure. "The undersigned certifies, to the best of his or her knowledge or belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant loan or cooperative agreement, he/she will complete and submit Standard Form — LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions." 9 11 Procurement of Recovered Materials — A non -Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with 42 U S C Section 6962 of the Solid Waste Disposal Act (42 U.S C.A. Section 6901, et seq ), as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental L:\ca\djm\Agreements\RedlandsRanchMarket-ARPA Resident Food Assistant Program Agreement.docx.jm EXHIBIT "A" SCOPE OF SERVICES A. Purpose: According to a Resident COVID-19 Impact Survey conducted by the City, Redlands' residents listed food assistance as one of the top 3 areas of relief that would be of greatest benefit in aiding their recovery from the economic effects of COVID-19 The Grocery Gift Card Program would provide relief to impacted and disproportionately impacted households by issuing a monthly grocery gift card exclusively for the purchase of food at Contractor's grocery retail store for a period of 12 months. During the term of this Agreement for the ARPA Program - Grocery Gift Card Purchase entered into between Contractor and the City, Contractor shall provide up to 1,687 gift cards on a monthly basis to the City through October 2023 The gift cards are for exclusive use at Contractor's grocery retail store for purchase of food items only B. Description of services/deliverables The City will accept applications from eligible households and distribute the gift cards beginning in June 2022 and will continue to accept applications until October 1st 2022. The program will conclude with the distribution of the final monthly gift card or October 2023, whichever is sooner • Because the City will be accepting applications on a rolling basis from May -October 1, 2022, the number of needed gift cards will vary each month, but will not exceed 1,687 in any given month. The Contractor must designate a window timeframe to allow City staff to communicate the number of gift cards needed for the following month. The Contractor MUST register on SAM.gov and provide UEI, DUNS or TIN # prior to commencement of services and before any payment to be made The monthly services/deliverables include. • Provide the number of requested physical gift cards to the City each month • Gift cards must be valued at $100 each • Ensure that participant purchases made with gift cards exclude all purchases of tobacco and alcohol products • Ensure that gift cards are used to purchase food only by participants L:\ca\djm\Agreements\RedlandsRanchMarket-ARPA Resident Food Assistant Program Agreement.docx jm May - October 1, 2022 June 2022- October 2023 October 31, 2023 or sooner EXHIBIT "B" PROJECT SCHEDULE • Participant Enrollment Period • Eligible households receive monthly gift cards from City program staff- provided to staff by contractor • Program concludes when the last enrollee receives their final (12th) gift card L\ca\djm\Agreements\RedlandsRanchMarket ARPA Resident Food Assistant Program Agreement.docx jm EXHIBIT "C" PAYMENT SCHEDULE Proposed Scope of Work Product or Outcome The Scope of Work for this effort encompasses the description of services/deliverables found in Exhibit A, Sections A-B All Scope of Work activities will be completed by the end of the contract term. • • • • Must register on SAM.gov and provide UEI, DUNS or TIN # prior to commencement of services and before any payment to be made Provide the determined number of gift cards requested by the City each month — not to exceed a maximum of 1,687 gift cards in any given month Ensure that participant purchases made with gift cards exclude all purchases of tobacco and alcohol products Ensure that gift cards are used to purchase food only by participants IVIOnthly I4016eNo't. To Exceed $168 700 0U .... TOTAL NOT TO EXCEED $2,024,400.00 L:\ca\djm\Agreements\RedlandsRanchMarket-ARPA Resident Food Assistant Program Agreement.doex.jm EXHIBIT "D" INVOICE FORM TO BE PROVIDED ON LETTERHEAD Contractor Name. About Foods Inc., dba Redlands Ranch Market Mailing Address: Redlands Ranch Market 800 E. Lugonia Ave. Redlands CA, 92374 Invoice Number Payment Request for Services Rendered Please provide a brief description of services performed Date Deliverable Cost Total for this Invoice: $ L:\ca\djm\Agreements\RedlandsRanchMarket-ARPA Resident Food Assistant Program Agreement.docx.jm EXHIBIT "E" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways. (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code §1861) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance. I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct. CONTRACTOR By David Ireland, General Manager Redlands Ranch Market Date. '_��.-7,,2 L:\ca\djm\Agreements\RedlandsRanchMarket-ARPA Resident Food Assistant Program Agreement.docx.jm