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HomeMy WebLinkAboutResolutions - 1984.11.08 - 17493Miscellaneous Resolution 843 0 4 November 8, 1984 BY: HEALTH AND HUMAN RESOURCE COMMITTEE - Marilynn E. Gosling, Chairperson IN RE: OAKLAND COUNTY MEDICAL CARE FACILITY-AGREEMENT-WITH OAKLAND LIVINGSTON HUMAN SERVICE AGENCY-HOMEBOUND MEALS PROGRAM TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS an eighth year Agreement between the Oakland Livingston Human Services Agency (OLHSA) and the Oakland County Medical Care Facility has been proposed for the purpose of catering federal therapeutic home-delivered meals in Oakland County; and WHEREAS the Agreement shall be effective subject to the availability of funding and shall be in force during the period commencing October 1, 1984 and ending September 30, 1985; and WHEREAS it shall be the Medical Care Facility's responsibility to prepare the meals at their location at 2200 N. Telegraph, Pontiac, Michigan 48053 in accordance with Food Specifications provided and furnish said meals for the OLSHA Homebound Meals Program for approximately twenty C20) elderly persons living in the City of Pontiac and surrounding areas; and WHEREAS authorized officials shall have the right to conduct on-site reviews of the food service, transportation, and handling operations; and WHEREAS such homebound persons shall consist of individuals aged sixty (GO) years and older and who have been declared by a physician to be in need of home- bound delivered meals; and WHEREAS OLHSA shall present the Medical Care Facility with a list of recipients of home-delivered meals and shall notify same of additions or deletions immediately; and WHEREAS OLHSA's employees or volunteer shall pick up meals prepared by the Medical Care Facility and deliver these meals to homebound persons; and WHEREAS the Medical Care Facility shall provide OLHSA with a monthly invoice stating the number of meals ordered by OLHSA and prepared by the Medical Care Facility during the previous month; and WHEREAS the meal cost breakdown shall reflect a total price per meal of $3.22 of which Title III-C will pay $1.87 per meal with the Medical Care Facility offering the remaining $1.35 per meal as an in-kind contribution to the program; and WHEREAS both parties shall comply with all other federal, state and local laws, regulations and standards and any amendments thereto as they may apply to the performance of the Agreement. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby authorizes its Chairperson to execute said Agreement between the Oakland Livingston Human Service Agency and the Oakland County Medical Care Facility for the period October 1, 1984 through September 30, 1985 for the purpose of providing approximately twenty (20) homebound individuals with meals at a cost of $3.22 per mea14. funded by Title III-C in the amount of $1.87 and by the Oakland County Medical Care Facility in the Amount of $1.35. Mr. Chairperson, on behalf of the Health and Human Resources Committee, I move the adoption of the foregoing resolution. -6/ zz-6' F--" • • 7 • VE THr FOREGCANG RESOLUTION Date SECTION I - AGREEMENT cAlrILMCI r !POI CONTRACT # NUT 85 014 ,10/1/84 EFFECTIVE DATES: 9/30/85 16/1/84 - PROGRAM YEAR: 9/30/85 TYPE OF PROGRAM: Nutrition •MONITOR: Operations Director AGREEMENT BETWEEN OAKLAND LIVINGSTON HUMAN SERVICE AGENCY AND OAKLAND COUNTY MEDICAL CARE FACILITY This Agreement is made this 1st day of October, 1984, between the Oaklihdleiv1hT6ton Human Service Agency, hereinafter designated as the "Agency", having its principal office at 196 Oakland Avenue, Pontiac, Michigan, 48058-0598, and the Oakland County Medical Care Facility, hereinafter designated as the "Contractor", having its principal office at 2200 N. Telegraph Road, Pontiac, Michigan, 48053. SECTION II - DATES This Agreement shall be effective, subject to availability of funding, as of this 1st day of October, 1984, and shall be in force during the period commencing on the effective date and ending the 30th day of September, 1985, and during such additional period(s) of time as the Agency and the Contractor shall agree upon. In consideration of the mutual promises and covenants contained herein, the Agency and the Contractor shall agree as follows: SECTION III - PURPOSE OF AGREEMENT The purpose of this Agreement is the catering of Federal therapeutic home delivered meals in Oakland County by Oakland County Medical Care Facility for the Oakland Livingston Human Service Agency. SECTION IV - THE CONTRACTOR'S RESPONSIBILITIES• The Contractor's responsibility is to furnish meals for the Agency's homebound meals program to an average of twenty (20) elderly persons in the City of Pontiac and surrounding areas. Such homebound persons shall consist of individuals aged sixty (60) years and older and who have been declared by a physician to be in need of home delivered meals. No more than fifty (50) percent of the meals shall consist of special diets. The Contractor shall prepare special diets only for those individuals for whom a physician has specified a particular diet in writing. Such service shall consist of the preparation of fresh foods daily, Monday through Friday, during the operating days of the Agency. A. The Contractor shall prepare meals at their location at Oakland County Medical Care Facility, 2200 N. Telegraph Road, Pontiac, Michigan, 48053, in accordance with the Food Specifications attached hereto. (See Attachment "A") B.- Food is to be prepared fresh daily with a lapse of time not to exceed two (2). hours between completion of food preparation.and time of pickup by delivery aide. C. The Contractor shall individually package the meals and other food items in containers, furnished by the Agency, for maintaining hot food at a temperature of 140 degrees and above, and cold foods at a temperature of 45 degrees or less. D. The Contractor shall accept the return of the soiled and empty containers from the Agency's employees and/or volunteers following the delivery of the meals. The Contractor shall be responsible for cleaning the containers for the next day's use. E. All equipment used by the Contractor in the preparation and storage shall be appropriate to its use and shall be maintained in proper working order and cleanliness. Any equipment which does not comply with the foregoing statement must be repaired or replaced by the Contractor within a reasonable time. F. The Contractor shall provide the Agency with a monthly invoice tating the number of meals ordered by the Agency and prepared by the Contractor during the previous month. Although the meal cost breakdown reflects a total price per meal of $3.22, Title III-C will only pay $1.87 per meal. Oakland County Medical Care Facility offers the remaining $1.35 per meal as an in-kind contribution to the program. The meal cost breakdown is as follows: Raw Food $1.20 Labor 1.85 Supplies .17 Less in-kind contribution 1.35 $1.87 G. The Contractor shall keep full and acurate sales and procurement records related to sales covered by the contract. All such records shall be kept on file for a minimum of three (3) years after the end of each fiscal year to which they pertain. The Contractor shall allow authorized auditors and officials, upon request, to have access to such records for audit and review at a reasonable time and place. Authorized officials shall have the right to conduct on-site reviews of the food service, transportation and handling operations. H. The Contractor must assure the Agency that any complaints registered by the Agency with the Contractor shall be given prompt attention and that action to correct the problem areas shall be taken by the Contractor immediately upon notification. Failure to correct the problem to the satisfaction of the Agency or repitition of the problem due to the failure of the Contractor shall be deemed a cause for contract termination at the discretion of the Agency. I. The Contractor shall allow the Agency, represented by the Operations Director, a Nutritionist, and/or the Oakland County Health Department, to inspect the food preparation area and the food containers used in transporting prepared meals and other food to the serving sites, to determine the adequacy of the Contractor's cleaning, sanitation and maintenance practices. J. The Contractor shall accept the return of meals, and/or food stuffs for refund or replacement which do not, in the judgement of the Agency, meet the following specifications: ' 1. Temperature of food: 45 degrees or below for cold foods", or 140 degrees . or above for hot foods. . • 2. Correct therapeutic diet. 3. Characteristics of food: a. Pleasing in flavor, aroma and appearance, as judged by the Agency. Color as close to original as can be obtained by good food preparation standards. c. Texture as close to original as good food preparation will allow. d. Individual meals correctly packaged and labled. SECTION V - THE AGENCY'S RESPONSIBILITIES A. The Agency shall present the Contractor with a list of recipients of home de- livered meals and shall notify the Contractor of additions or deletions immediately upon the Agency's notification of such a change. B. The Agency shall make payment to the Contractor within thirty (30) calendar days of the date of invoice submitted by the Contractor, refer to Section IV, (F). The Agency shall not be obligated to pay for any meals or other food which does not meet the prescribed requirements. C. Employees or volunteers of the Agency shall pick up meals prepared by the Con- tractor at Oakland County Medical Care Facility, 2200 N. Telegraph Road, Pontiac, Michigan, 48053, at approximately 1:00 p.m., Monday through Friday, and deliver these meals to homebound persons. D. Notices of changes in menu shall be submitted by the Agency to the Contractor twenty-four (24) hours prior to food preparation. E. In the event that complaints are received from program participants, program staff, or others, relating to the meals prepared by the Contractor, the Agency shall record such complaints and shall inform the Contractor of such complaints. F. The Agency shall provide disposable compartment plates or trays. G. The Agency shall periodically review and comment on the at least six week cycle menu prepared by the Contractor as described in the Food Specifications. (See Attachment "A") SECTION VI - COMPLIANCE Both parties shall comply with all applicable laws, ordinances and regulations of the Federal, State and local governments. SECTION VII - DISCRIMINATION PROHIBITED. The parties shall not discriminate against any employee or applicant for employment with respect to hire, tenure, terms, conditions or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, reli- gion, national origin, age, sex, height, weight or marital status pursuant to 1976 P.A. 453, Section 209. The parties shall also comply with the provisions of the Michigan Handicappers Civil Rights Act, 1976 P.A. 220, and the Federal Rehabilitation Act of 1973, P.L. 93-112, 87 Stat, 394, which states that no employee or client or or otherwise qualified handicapped individual shall, solely by reason of his/her - ECTION.VII - DISCRIMINATION PROHIBITED (continued) handicap, be excluded from participation in, be denied the benefits of, or be sub- jected to discrimination under any program receiving Federal financial assistance. The parties shall comply with all other Federal, State or local laws, regulations, and standards, and any amendments thereto, as they may apply to the performance of this Agreement. SECTION VIII - GENERAL PROVISIONS A. Merger or Integration: This Agreement constitutes the entire contract between the parties with respect to the subject matter thereof and there are no further written or oral agreements with respect hereto. B. Termination: Either party may at any time during the life of this Agreement, or any extension thereof, terminate this Agreement for just cause by giving thirty (30) days notice in writing to the other party of its intent to do so. The grounds for just cause shall include failure to live up to the terms and conditions of this Agreement or the occurrence of an unforeseen event, which would cause severe hardship to either party. C. Modification: No variation or modification of this Agreement, and no waiver of its provisions shall be valid unless in writing and signed by the duly author- ized officers of both parties. D. Assignment or Delegation: No assignment or delegation of this Agreement shall be made whole or in part, without the written consent of the Agency being first obtained. E. Insurance: The Contractor is bound to maintain insurance which covers employees and visitors. This insurance must include at least Workmen's Compensation, Public Liability and Product Liability. A copy of the policies or certificates of insurance must be sent to the Agency. The Contractor shall immediately notify the Agency if any of its insurance policies are cancelled. F. Covenant Against Contingent Fees: The Contractor warrants that no person or selling agency or other organization has been employed or retained to solicit or secure this Agreement upon an understanding for a commission, percentage, brokerage, or contingent fee. For breach or violation of this warrant, the Agency shall have the right to annul this Agreementwithout liability or, in its discretion, to deduct from Agreement or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee, or to seek such other remedies as legally may be available. G. Independent Contractor Provision: The relationship of the Agency to the Contractor shall be that of an independent contractor. No partnership, association or joint enterprise shall arise between the parties hereto as a result of any provision of this Agreement, nor shall any provision herein be construed as making an employee of the Contractor an employee of the Agency. H. Desiration of Representatives: The Agency designates its Operations Nutrition Specialist as its representative to convey complaints and grievances pertaining to the execution of this Agreement. The Contractor designates Joyce Hoppe as its representative for same. The Contractor's representative may be reached by phone at (313) 858-1423. The Agency's representative may be reached by phone at (313) 858-5191. wa >ieli TITIFT/Ts Position: Executive Director Date: Attest: OLHSA EV/rc Date: 082784 - SECTION VIII - GENERAL PROVISIONS (continued) I. Material Breach Clause: Any breach of promises or covenents contained herein shall be construed as a material breach and shall be the basis for immediate termination of this Agreement by the Agency. SECTION IX - INDEMNIFICATION A. The Contractor shall indemnify, defend and hold harmless, the Agency against any and all expense and liability arising against the Contractor resulting from any act, omission or negligence of the Contractor. B. The Agency shall indemnify, defend and hold harmless, the Contractor against any and all expense and liability arising against the Agency resulting from any act, omission or negligence of the Agency. SECTION X - DISPUTES The Contractor shall notify the Agency in writing of its intent to pursue a claim against the Agency for breach of any terms of this Agreement. No suit may be commenced by the Contractor for breach of this Agreement prior to the expiration of ninety (90) days from the date of such notification. Within this ninety (90) day period, the Contractor, at the request of the Agency, must meet with an ap- pointed representative of the Agency for the purpose of attempting to resolve the dispute. SECTION XI - INSPECTION Representatives from Administration on Aging, Office of Services to the Aging, and the Area Agency on Aging 1-B shall have the right to inspect the food preparation area and the food containers used in transporting prepared meals and other food to the serving sites, and to determine the adequacy of the Contractor's cleaning, sanitation and maintenance practices. All concerns of the above named parties regarding food preparation areas and con- tainers shall promptly be brought to the attention of the Operations Director. If such concerns constitute compliance violation or are considered by the Agency to be reasonable request for modification, the Operations Director will notify the Contractor and establish an appropriate period of time necessary to resolve the identified concern. SECTION XII - ATTACHMENTS A. Food Specifications IN WITNESS WHEREOF, the Agency and the Contractor have executed this Agreement as of the date first above written. OAKLAND LIVINGSTON HUMAN SERVICE AGENCY OAKLAND COUNTY MEDICAL CARE FACILITY on: ill)Pii AJ ; If:: Date: / -/9 --61>/ Attest: Date: / / (.7 cff ATTACHMENT "Au FOOD SPECIFICATIONS I. FOOD CHARACTERISTICS: A. All food should be pleasing in flavor, aroma and appearance. B. Food should have a color and texture as close to original as good food preparation techniques will allow. C. Food should be readily handled and consumed by a person with weak grip or poor chewing abflity. II. FOOD QUALITY Foods shall be prepared in accordance with the United States Department of Agriculture specifications as follows: Fresh Produce: Not less than U.S. #1. Canned Fruit and Vegetables: Not less than U.S. Grade B. Breaded Meat: U.S.D.A. Frozen Breaded Meat Specifications, dated June, 1968. Turkey Roll: All meat, 60% white and 40% dark meat. Frankfurters, bologna and other sausage meat: must conform to Michigan standards of quality. Chicken: U.S.D.A. Good or better. Veal: U.S.D.A. Good or better. Lamb: U.S.D.A. Good or better. Fish: Packed under continuous inspection of the U.S. Department of Interior, Grade A. Eggs: U.S. Grade A. Beef: For roasting - U.S.D.A. Choice. For pot roasting, simmering, braising or stewing - U.S.D.A. Good or better. Ground Beef: Maximum of 20% fat, all meat preferred. Beef Patties: Maximum of 20% fat, all meat. III. MEAL PATTERN: A. FIRST MEAL: 1. Meat or alternate: three ounces cooked edible portions of meat or meat alternate. 2. Vegetables and/or fruits: Two 1/2 cup servings. 3. Enriched or whole grain bread or alternate: one serving. 4. Butter or margarine: One teaspoon. 5. Dessert: 1/2 cup. 6. Milk: 1/2 pint. (1 ) B : SECOND MEAL: 1. Meat or alternate: 2oz. cooked edible portion. 2. Vegetables and/or fruits: two 1/2 cup servings. 3. Enriched/whole grain bread or alternate - 2 servings. 4. Butter, margarine, fat or oil: 1 teaspoon. 5. Milk: 1/2 pint. C. FOOD GROUPS 1. Meat or meat alternate group: Menu reouirements: In the first meal, 3 ounces; in the second meal, 2 ounces edible portion of cooked lean meat, fish or fowl, eggs, or cheese or the equivalent. Meat alternates may be used occasionally for variety and may include dried beans or peas, nuts or nut-butter, (peanut butter and others.) Chicken is to be offered once a week and roast beef once a month in the first meal. In the second meal, chicken is to be offered at least once in two weeks and roast beef at least once a month. Processed meats, which are high in salt, i.e., luncheon meat, frank- furters, ham should be served no more than once per week. Protein alternates for one ounce cooked lean meat include 1 egg, oz. cheddar cheese, 1/4 cup cottage cheese, 1/2 cup cooked dried beans or garbanzo (sometimes called chick peas,) peas, lentils, soybeans, lima beans or other legumes, 2 tablespoons peanut butter, 1 oz. cooked fish and 1 oz. cooked poultry. Examples of combinations that meet standards of three ounces of cooked lean meat or equivalent of alternate food: Cheeseburger made of 2 ozs. cooked beef pattie plus I oz. slice of cheese. Lasagna (2 ozs. meat, 2 tablespoons cottage cheese and 1/2 egg for serving.) 1/2 cup baked beans plus 2 us. ham. Pineapple-cottage cheese salad (1/4 cup cottage cheese) plus beef stew containing 2 ozs. cooked lean meat per serving. (2) • F000 GROUPS (continued) 2. Vegetables and/or Fruits: Menu requirements: Two 1/2 cup servings at each meal. A serving should include 1/2 cup of fruit, vegetables and/or full strength fruit or vegetable juice. Rice and pasta do not count as vegetables. A serving may be a single piece ordinarily eaten as a serving, such as a medium sized orange or one-half of a small grapefruit. A rich source of Vitamin A should be included four (4) times during each week. A rich source of Vitamin C should be included each day. Fresh fruit must be served at least two (2) times per week with emphasis on the season's bounty. Canned fruit should be packed in its own juice or water packed. Fruit served as a dessert should count only as dessert. If it is counted twice, both as a dessert and as a part of the suggested amount of vegetables and fruits, a meal may be lacking in nutrients and satisfaction. A fresh salad (cole slaw, tossed green, etc.) must be served at least three (3) times a week. The fat in salad dressings should be poly- unsaturated oils. 3. Enriched or Whole Grain Bread or Alternate Menu requirements: One serving in first meal, two servings in second meal. Enriched or whole grain bread, biscuits, muffins, rolls, sandwich buns, corn bread and other hot breads. A variety of breads with emphasis on whole grain products is preferred. Use of fats with a high polyunsaturated; saturated (P:S) ratio is encouraged in preparation of baked goods. Bread alternates may include spaghetti, macaroni or rice. One serving of the following bread alternates is equivalent to one slice of bread: 5 saltine crackers 2 graham crackers 1/2 to 3/4 cup cooked cereal, cornmeal, grits, rice, spaghetti, macaroni or noodles (these should be enriched or whole grain.) 4. Butter or Fortified Margarine Menu requirements: One teaspoon at each meal. Margarines with a polyunsaturated:saturated (P:S) ratio of at least 4:2 are recommended. (3) , FOOD GROUPS (continued) ' 5. Desserts One one-half cup serving at first meal only. All fruits and simple desserts such as puddings, gelatin desserts, ice cream, ice milk and sherbet. Cake, pie, cookies and similar foods are also included but a high calorie dessert (over 100 calories) cannot be offered more than once a week. 6. Milk Vitamin A and 0 fortified skim or low-fat milk. IV. MENUS A. AT least a six week cycle menu must be submitted to the Agency, 196 Oakland Avenue, Pontiac, Michigan, 48058, for review and comment by the staff nutritionist three (3) weeks prior to serving. The Con- tractor must assume responsibility for incorporating revisions by the Agency. B. Therapeutic Diets - Because of the preferences and/or requirements of many seniors, and to facilitate provision of therapeutic diets, menus are to be planned and foods prepared so as to be moderate in salt, fat and calorie content. Food is to be unsalted or undersalted and salty seasonings should be avoided. Fat content of meals should be kept below 30% by use of lean meats, skimming of excess fat from gravies, etc. Menus should include no more than three eggs per week. High carbohydrate foods are to be limited. To meet this objective, creative use of herbs and mild spices is recommended. All foods should be prepared so as to be readily consumed by persons with poor or missing teeth. The following therapeutic diets shall be provided: 1. Diabetic - Desserts no more than 70 calories, canned fruits in water or juice, little sugar used in other foods such as sauces, salad dressings. Approximately 1,200 calories in the two meals. 2. Low salt diabetic combination. C. There should be at least one (1) special menu each month: 1. The day preceding a holiday or the holiday itself shall have a menu appropriate to the holiday. 2. Another type of special menu might be an ethnic or a regional theme. D. No meal shall include more than three high carbohydrate items (over 12 g./serving), including dessert. High carbohydrate foods include pasta, breads, cereals, grains, sugary desserts, and starchy vegetables and fruits (corn, peas, winter squash, lima beans, bananas, potatoes, and baked beans).. (4) . E. A variety of foods must be Included in the menu. In'a 20-day menu cycle, no entree prepared with the same recipe shall repeat. Recipes within the meat, vegetable and fruit and dessert groups must be different for the same days of each week. The second meal shall not repeat the same entree in a ten-day menu cycle. V. FOOD PREPARATION AND TEMPERATURE Food is to be prepared fresh daily, chilled immediately and maintained at temperatures below 40 degrees until pick-up by Home Delivered Meals Delivery Aides within twenty-four (24) hours of preparation. Food prepared for service the day after a non-working day, i.e. Monday, which can be satisfactorily frozen, may be prepared more than twenty-four (24) hours in advance of delivery, if frozen promptly after chilling and plating, and kept frozen until the morning of delivery. Food is to be delivered no earlier than 10:00 a.m. and no later than 11:30 a.m. VI. FOOD SAFETY Meal preparation must be carried out in a facility that meets all applicable state and local fire, health, sanitation, and safety regulations. The staff of the local and state nutrition programs must have the right to inspect food preparation and storage areas. VII. FOOD PACKAGING • All food will be individually packaged to maintain sanitation during distri- bution to allow oven heating of foods which are to be eaten hot, and to facilitate distribution of therapeutic meals to the correct recipients. VIII. FOOD CARRIERS The Contractor shall provide the food carriers which have the capacity to keep cold foods below 40 degrees for three (3) hours or until one (1) hour after arrival at the Nutrition Site and protect the food from dust, insects, and rodents during transportation. CONTRACT # NUT 85 014 • 10/1/84 - EFFECTIVE DATES: 9/30/85 • 10/1/84 - PROGRAM YEAR: 9/30/85 TYPE OF PROGRAM: Nutrition MONITOR: Operations Director ' AGREEMENT BETWEEN OAKLAND LIVINGSTON HUMAN SERVICE AGENCY AND OAKLAND COUNTY MEDICAL CARE FACILITY SECTION I - AGREEMENT This Agreement is made this 1st day of October, 1984, between the Oakland Livingston Human Service Agency, hereinafter designated as the 'Agency", having its principal office at 196 Oakland Avenue, Pontiac, Michigan, 48058-0598, and the Oakland County Medical Care Facility, hereinafter designated as the "Contractor", having its principal office at 2200 N. Telegraph Road, Pontiac, Michigan, 48053. SECTION II - DATES This Agreement shall be effective, subject to availability of funding, as of this 1st day of October, 1984, and shall be in force during the period commencing on the effective date and ending the 30th day of September, 1985, and during such additional period(s) of time as the Agency and the Contractor shall agree upon. In consideration of the mutual promises and covenants contained herein, the Agency and the Contractor shall agree as follows: SECTION III - PURPOSE OF AGREEMENT The purpose of this Agreement is the catering of Federal therapeutic home delivered meals in Oakland County by Oakland County Medical Care Facility for the Oakland Livingston Human Service Agency. SECTION IV - THE CONTRACTOR'S RESPONSIBILITIES The Contractor's responsibility is to furnish meals for the Agency's homebound meals program to an average of twenty (20) elderly persons in the City of Pontiac and surrounding areas. Such homebound persons shall consist of individuals aged sixty (60) years and older and who have been declared by a physician to be in need of home delivered meals. No more than fifty (50) percent of the meals shall consist of special diets. The Contractor shall prepare special diets only for those individuals for whom a physician has specified a particular diet in writing. Such service shall consist of the preparation of fresh foods daily, Monday through Friday, during the operating days of the Agency. A. The Contractor shall prepare meals at their location at Oakland County Medical Care Facility, 2200 N. Telegraph Road, Pontiac, Michigan, 48053, in accordance with the Food Specifications attached hereto. (See Attachment "A") B. Food is to be prepared fresh daily with.a lapse of time not to exceed two (2) hours between completion of food preparation and time of pickup by delivery - aide, C. The Contractor shall individually package the meals and other food items in . containers, furnished by the Agency, for maintaining hot food at a temperature of 140 degrees and above, and cold foods at a temperature of 45 degrees or less. D. The Contractor shall accept the return of the soiled and empty containers from the Agency's employees and/or volunteers following the delivery of the meals. The Contractor shall be responsible for cleaning the containers for the next day's use. E. All equipment used by the Contractor in the preparation and storage shall be appropriate to its use and shall be maintained in proper working order and cleanliness. Any equipment which does not comply with the foregoing statement must be repaired or replaced by the Contractor within a reasonable time. F. The Contractor shall provide the Agency with a monthly invoice stating the number of meals ordered by the Agency and prepared by the Contractor during the previous month. Although the meal cost breakdown reflects a total price per meal of $3.22, Title III-C will only pay $1.87 per meal. Oakland Coenty Medical Care Facility offers the remaining $1.35 per meal as an in-kind contribution to the program. The meal cost breakdown is as follows: Raw Food $1.20 Labor 1.85 Supplies .17 3.22 Less in-kind contribution 1.35 $1.87 G. The Contractor shall keep full and acurate sales and procurement records related to sales covered by the contract. All such records shall be kept on file for a minimum of three (3) years after the end of each fiscal year to which they pertain. The Contractor shall allow authorized auditors and officials, upon request, to have access to such records for audit and review at a reasonable time and place. Authorized officials shall have the right to conduct on-site reviews of the food service, transportation and handling operations. H. The Contractor must assure the Agency that any complaints registered by the Agency with the Contractor shall be given prompt attention and that action to correct the problem areas shall be taken by the Contractor immediately upon notification. Failure to correct the problem to the satisfaction of the Agency or repitition of the problem due to the failure of the Contractor shall be deemed a cause for contract termination at the discretion of the Agency. I. The Contractor shall allow the Agency, represented by the Operations Director, a Nutritionist, and/or the Oakland County Health Department, to inspect the food preparation area and the food containers used in transporting prepared meals and other food to the serving sites, to determine the adequacy of the Contractor's cleaning, sanitation and maintenance practices. J. The Contractor shall accept the return of meals, and/or food stuffs for refund or replacement which do not, in the judgement of the Agency, meet the following specifications: 1. . Temperature of food: 45 degreesar below for cold foods, or 140 degrees or above for hot foods. 2. Correct therapeutic diet. 3. Characteristics of food: a. Pleasing in flavor, aroma and appearance, as judged by the Agency. b. Color as close to original as can be obtained by good food preparation standards. c. Texture as close to original as good food preparation will allow. d. Individual meals correctly packaged and labled. SECTION V - THE AGENCY'S RESPONSIBILITIES A. The Agency shall present the Contractor with a list of recipients of home de- livered meals and shall notify the Contractor of additions or deletions immediately upon the Agency's notification of such a change. B. The Agency shall make payment to the Contractor within thirty (30) calendar days of the date of invoice submitted by the Contractor, refer to Section IV, (F). The Agency shall not be obligated to pay for any meals or other food which does not meet the prescribed requirements. C. Employees or volunteers of the Agency shall pick up meals prepared by the Con- tractor at Oakland County Medical Care Facility, 2200 N. Telegraph Road, Pontiac, Michigan, 48053, at approximately 1:00 p.m., Monday through Friday, and deliver these meals to homebound persons. D. Notices of changes in menu shall be submitted by the Agency to the Contractor twenty-four (24) hours prior to food preparation. E. In the event that complaints are received from program participants, program staff, or others, relating to the meals prepared by the Contractor, the Agency shall record such complaints and shall inform the Contractor of such complaints. F. The Agency shall provide disposable compartment plates or trays. G. The Agency shall periodically review and comment on the at least six week cycle menu prepared by the Contractor as described in the Food Specifications. (See Attachment "A") SECTION VI - COMPLIANCE Both parties shall complY with all applicable laws, ordinances and regulations of the Federal, State and local governments. SECTION VU- DISCRIMINATION PROHIBITED The parties shall not discriminate against any employee or applicant for employment with respect to hire, tenure, terms, conditions or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, reli- gion, national origin, age, sex, height, weight or marital status pursuant to 1976 P.A. 453, Section 209. The parties shall also comply with the provisions of the Michigan Handicappers Civil Rights Act, 1976 P.A. 220, and the Federal Rehabilitation Act of 1973, P.L. 93-112, 87 Stat. 394, which states that no employee or client or or otherwise qualified handicapped individual shall, solely by reason of his/her SECTION VII - DISCRIMINATION PROHIBITED (continued) handicap, be excluded from participation in, be denied the benefits of, or be sub- jected to discrimination under any program receiving Federal financial assistance. The parties shall comply with all other Federal, State or local laws, regulations, and standards, and any amendments thereto, as they may apply to the performance of this Agreement. SECTION VIII - GENERAL PROVISIONS A. Merger or Integration: This Agreement constitutes the entire contract between the parties with respect to the subject matter thereof and there are no further written or oral agreements with respect hereto. B. Termination: Either party may at any time during the life of this Agreement, or any extension thereof, terminate this Agreement for just cause by giving thirty (30) days notice in writing to the other party of its intent to do so. The grounds for just cause shall include failure to live up to the terms and conditions of this Agreement or the occurrence of an unforeseen event, which would cause severe hardship to either party. C. Modification: No variation or modification of this Agreement, and no waiver of its provisions shall be valid unless in writing and signed by the duly author- ized officers of both parties. D. Assignment or Delegation: No assignment or delegation of this Agreement shall be made whole or in part, without the written consent of the Agency being first obtained. E. Insurance: The Contractor is bound to maintain insurance which covers employees .171Td—VTITTors. This insurance must include at least Workmen's Compensation, Public Liability and Product Liability. A copy of the policies or certificates of insurance must be sent to the Agency, The Contractor shall immediately notify the Agency if any of its insurance policies are cancelled. F. Covenant Against Contingent Fees: The Contractor warrants that no person or selling agency or other organization has been employed or retained to solicit or secure this Agreement upon an understanding for a commission, percentage, brokerage, or contingent fee. For breach or violation of this warrant, the Agency shall have the right to annul this Agreement without liability or, in its discretion, to deduct from Agreement or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee, or to seek such other remedies as legally may be available. G. Independent Contractor Provision: The relationship of the Agency to the Contractor slial) be that of an independent contractor. No partnership, association or joint enterprise shall arise between the parties hereto as a result of any provision of this Agreement, nor shall any provision herein be construed as making an employee of the Contractor an employee of the Agency. H. Desipation of Representatives: The Agency designates its Operations Nutrition Specialist as its representative to convey complaints and grievances pertaining to the execution of this Agreement. The Contractor designates Joyce Hoppe as its representative for same. The Contractor's representative may be reached by phone at (313) 858-1423. The Agency's representative may be reached by phone at (313) 858-5191. Attest: Jkr OLHSA EV/rc Date: 082784 ,P57 Position: Executive Director Date: /0 — - SECTION.VIII - GENERAL PROVISIONS (continued) . „ I. Material Breach Clause: Any breach of promises or covenents contained herein shall be construed as a material breach and shall be the basis for immediate termination of this Agreement by the Agency. SECTION IX - INDEMNIFICATION A. The Contractor shall indemnify, defend and hold harmless, the Agency against any and all expense and liability arising against the Contractor resulting from any act, omission or negligence of the Contractor. B. The Agency shall indemnify, defend and hold harmless, the Contractor against any and all expense and liability arising against the Agency resulting from any act, omission or negligence of the Agency. SECTION X - DISPUTES The Contractor shall notify the Agency in writing of its intent to pursue a claim against the Agency for breach of any terms of this Agreement. No suit may be commenced by the Contractor for breach of this Agreement prior to the expiration of ninety (90) days from the date of such notification. Within this ninety (90) day period, the Contractor, at the request of the Agency, must meet with an ap- pointed representative of the Agency for the purpose of attempting to resolve the dispute. SECTION XI - INSPECTION Representatives from Administration on Aging, Office of Services to the Aging, and the Area Agency on Aging 1-B shall have the right to inspect the food preparation area and the food containers used in transporting prepared meals and other food to the serving sites, and to determine the adequacy of the Contractor's cleaning, sanitation and maintenance practices. All concerns of the above named parties regarding food preparation areas and con- tainers shall promptly be brought to the attention of the Operations Director. If such concerns constitute compliance violation or are considered by the Agency to be reasonable request for modification, the Operations Director will notify the Contractor and establish an appropriate period of time necessary to resolve the identified concern. SECTION XII - ATTACHMENTS A. Food Specifications IN WITNESS WHEREOF, the Agency and the Contractor have executed this Agreement as of the date first above written. OAKLAND LIVINGSTON HUMAN SERVICE AGENCY OAKLAND COUNTY MEDICAL CARE FACILITY Ptijtiptf: Date: fq- b'tf Attest: Ai; rd_. )14 opv eeov Date: By: _8th day of 4111 1 984 . alL ALLEN 4 #84304 November 8, 1984 Moved by Gosling supported by Perinoff the resolution be adopted. Discussion followed. Moved by Lanni supported by Doyon the resolution be referred to the Finance Committee. Mr. Perinoff and Mrs. Kuhn objected to the referral. The Chairperson stated a vote will be taken on the referral. A. "yes" vote will refer the resolution, and a "no" vote will sustain the objection. The vote was as follows: AYES: Doyon, Lanni. (2) NAYS: Perinoff, Pernick, Price, Rewold, Wilcox, Aaron, Caddell, Calandra, Foley, Fortino, Gosling, Hobart, Jackson, R. Kuhn, S. Kuhn, Law, McConnell, McPherson, Moffitt, Moore, Nelson, Olsen. (22) PASS: McDonald. (1) A sufficient majority not having voted therefor, tie motion failed, and the objection wdS su5tained. Vote on resolution: AYES: Pernick, Price, Rewold, Wilcox, Aaron, Caddell, Calandro, Doyon, Foley, Fortino, Gosling, Hobart, Jackson. R. Kuhn, S. Kuhn, Law, McConnell, McDonald, McPherson, Moffitt, Moore, Nelson, Olsen, Page, Perinoff. (25) NAYS: Lanni. (1) A-sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN) COUNTY :F OAKLAND) I, Lynn D. Allen, Clerk of the County of Oakland and having a seal, do hereby certify that I have compared the annexed copy of Mi scellaneous Resol ution at their neetin. held on November 8 184 with the orginial record thereof now remaining in my office, and that it is a true and correct transcript therefrom, and of the whole thereof. In Testimony Whereof, I have hereunto set my hand and affixed the seal of said County at Pontiac, Michigan Counity Clerk/Register of Deeds this