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HomeMy Public PortalAboutC-20-037 - NORMS RESTAURANTS 2021 MOUAMENDMENT NO. 1 TO MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE CITY OF CARSON AND NORMS RESTAURANTS, LLC REGARDING "CARSON ESSENTIALS TO GO" EMERGENCY GROCERY DELIVERY PROGRAM This Amendment to Memorandum of Understanding ("Amendment") is entered into effective June 15, 2021, by and between the City of Carson, a municipal corporation ("City") and Norms Restaurants LLC, a Delaware limited liability company ("Norms"). City and Norms may be referred to, individually or collectively, as a "Party" or the "Parties." RECITALS WHEREAS, the City declared a local state of emergency related to the COVID-19 pandemic on March 17, 2020; and WHEREAS, the City wished to establish a program known as "Carson Essentials to Go" (the "Program") to provide essential groceries and other items to the City's residents to facilitate their need to stay at home and have access to such essential items during the pandemic ("Residents"); and WHEREAS, through a Memorandum of Understanding between the Parties dated April 13, 2020 ("MOU" or "Agreement"), Norms and City partnered to establish and operate the Program whereby Norms has agreed to provide and pre-package such groceries and other essential items for the City at Norms' cost while allowing City employees to pick up such packaged items from Norms' Carson location for delivery to Residents; and WHEREAS, under the MOU, the price of the packages for the Residents are subsidized by donations made by third parties, and the expenses associated with City delivery of the packages to Residents are absorbed by the City, free of charge to Residents; and WHEREAS, under the MOU, City's payments made to Norms are not to exceed $150,000, and the term of the MOU is to expire July 6, 2020 or until the conclusion of the declared local emergency in the City of Carson related to COVID-19, whichever is later; and WHEREAS, City staff estimated a funding need for $150,000 under the MOU in anticipation that the MOU would expire July 6, 2020 but because the MOU term has not yet expired due to the local COVID-19 emergency still not having concluded, additional funding in the amount of $175,000 is needed to pay Norms under the MOU through fiscal year 2021/2022. NOW, THEREFORE, the Parties agree as follows: 01007.0001721198.2 OPERATIVE PROVISIONS 1. Recitals. The foregoing recitals are true and correct, and are incorporated herein by this reference. 2. Contract Changes. The MOU is amended as provided herein (new text in bold italics and deleted text inl�— Section 2(a) "Program; Roles of Parties, Provision and Packaging of Supplies; Contract Sum," of the MOU is hereby amended to read in its entirety as follows: "2. Program; Roles of Parties. The Parties understand, agree and acknowledge as follows with respect to the parameters of the Program= a. Provision and Packaging of Supplies; Contract Sum. 1. Norms will supply the contents of all essential groceries and other items packages as set forth in Section 3 ("Packages") to the City, and will pre-package them for City pickup and delivery. Norms will charge the City, and City will pay, a rate that is equivalent to Norms' cost of providing the contents of and pre-packaging the Packages. ii. Norms' costs are anticipated not to exceed $325,000$150,000 for the term of this Agreement, provided the Program does not exceed the limits set forth in Section 4. iii. In the event City's contract officer at any point determines the demand for the Program will exceed the limits set forth in Section 4, City's contract officer may request an estimate of Norms' cost to provide an additional number of weekly Packages as determined by City's contract officer to be necessary and appropriate to meet the demand. Norms will provide the cost estimate to City's contract officer within two business days of the request. City's contract officer will then seek approval of additional funding, based on the estimate, from City's Disaster Council or City Council prior to approving any additional Packages. iv. Absent approval pursuant to subparagraph (iii), the not -to -exceed contract sum for purposes of City payments to Norms under this Agreement is $325,000$150,00 . The City is responsible for ordering within this parameter; if orders exceed this dollar limit, the City is obliged to pay Norms' cost for all excess Packages created and picked up from Norms." 3. Continuing Effect of MOU. Except as amended by this Amendment, all provisions of the MOU shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "MOU" appears in the MOU, it shall mean the MOU, as amended by this Amendment to the MOU. 4. Affirmation of MOU; Warranty Re Absence of Defaults. City and Norms each ratify and reaffirm each and every one of the respective rights and obligations arising under the MOU. Each parry represents and warrants to the other that there have been no written or oral modifications to the MOU other than as provided herein. Each parry represents and warrants to the other that the MOU is currently an effective, valid, and binding obligation. 01007.0001/721198.2 Norms represents and warrants to City that, as of the date of this Amendment, City is not in default of any material term of the MOU and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the MOU. City represents and warrants to Norms that, as of the date of this Amendment, Norms is not in default of any material term of the MOU and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the MOU. 5. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 6. Authority. The persons executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [signatures on the following page] 01007.0001/721148.2 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the date and year first above written. NORMS NORMS RESTAURANTS LLC, a Delaware limited liability company � lrGt_ Name: L�P.W% t S Title: C Na ' Title: �H&- 01007.0001/721198.2 CITY CITY OF CARSON, a municipal corporation z�;7y� IV4� L a Davis -Holmes, Mayor APPROVED AS TO FORM: Sunny K. Soltani, City Attorney [rill NORMRES-03 MCHRISTOPHERSON ACORO' CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `--� 6/17/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHO No, Ext): (818 257-7400 FAX ) (AIC, No):(626) 628-3996 HUB International Insurance Services Inc. 16030 Ventura Blvd Suite 500 Encino, CA 91436 E-MAIL INSURERS AFFORDING COVERAGE NAIC # INSURER A: Zurich American Insurance CornpanV 16535 7/1/2021 INSURED INSURER B: American Guarantee & Liability Insurance Company 26247 INSURER c: Federal Insurance Company 20281 Norm's Restaurants, LLC INSURER D: Everest Premier Insurance Company 16045 17904 Lakewood Blvd Bellflower, CA 90706 INSURER E: INSURER F: B COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY 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 CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL IN SUBR WV POLICY NUMBER POLICY EFF M D YY POLICY EXP Y LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X j( CPO 0198219-04 7/1/2020 7/1/2021 EACH OCCURRENCE $ 1,000,000 PREMIISES AMAGE Eaoccurnnc $ 1'000'000 MED EXP (Any oneperson) $ 10,000 PERSONAL & ADV INJURY $ 1'000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY DPRO- JECTX LOC OTHER: GENERAL AGGREGATE $ 2'000,000 PRODUCTS - COMP/OP AGG $ 2'000'000 $ B AUTOMOBILE X �( LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY CPO 0198219-04 7/1/2020 7/1/2021 EOMBIINdEeDt SINGLE LIMIT $ 1,000,000 BODILY INJURY Perperson) $ BODILY INJURY Per accident $ PROPERTY DAMAGE Per.cadent $ C X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 7989-27-62 7/1/2020 7/1/2021 EACH OCCURRENCE $ 25,000,000 AGGREGATE $ 25,000,000 DED I X I RETENTION $ 10,000 D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIMB R/PACLUDED XECUTIVE a OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A CClWC00040-201 7/1/2020 7/1/2021 X STATUTE EERPER H E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1'000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Essentials to Go City of Carson is named as additional insured where required by written contract per the attached. Coverage is primary and non-contributory. Severability of interest provision apply per policy form. Waiver of subrogation applies in favor of additional insured. `vV SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Citof Carson THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y (; ACCORDANCE WITH THE POLICY PROVISIONS. 801 E Carson St u Carson, CA 90745 I2) Is -A AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CPO 0198219-04 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION WHOM YOU ARE REQUIRED TO ADD AS AN ADDITIONAL INSURED UNDER THIS POLICY UNDER A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1 In the event a claim is made or "suit" is brought against more than one insured seeking damages because of "bodily injury" or "property damage" caused by the same "occurrence" or "personal and advertising injury" caused by the same offense, we will apply the Limits of Insurance in the following order: (a) You; (b) Your "executive officers", partners, directors, stockholders, members, managers (if you are a limited liability company) or "employees'; and (c) Any other insured in any order that we choose. U. Duties in the Event of Occurrence, Offense, Claim or Suit Condition The following paragraphs are added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions: Notice of an "occurrence" or of an offense which may result in a claim under this insurance or notice of a claim or "suit" shall be given to us as soon as practicable after knowledge of the "occurrence", offense, claim or "suit" has been reported to any insured listed under Paragraph 1. of Section II — Who Is An Insured or an "employee" authorized by you to give or receive such notice. Knowledge by other "employees" of an "occurrence", offense, claim or "suit" does not imply that you also have such knowledge. In the event that an insured reports an "occurrence" to the workers compensation carrier of the Named Insured and this "occurrence" later develops into a General Liability claim, covered by this Coverage Part, the insured's failure to report such "occurrence" to us at the time of the "occurrence" shall not be deemed to be a violation of this Condition. You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim. V. Other Insurance Condition Paragraphs 4.a. and 4.b.(1) of the Other Insurance Condition of Section IV — Commercial General Liability Conditions are replaced by the following: 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. However, this insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. Other insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: That is property insurance, Builder's Risk, Installation Risk or similar coverage for "your work" (ii) That is property insurance purchased by you (including any deductible or self insurance portion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you (including any deductible or self insurance portion thereof) to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; U -GL -1345-B CW (04/13) Page 10 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; or (v) That is property insurance (including any deductible or self insurance portion thereof) purchased by you to cover damage to: Equipment you borrow from others; or Property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. (b) Any other primary insurance (including any deductible or self insurance portion thereof) available to the insured covering liability for damages arising out of the premises, operations, products, work or services for which the insured has been granted additional insured status either by policy provision or attachment of any endorsement. Other primary insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. (c) Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. W. Unintentional Failure to Disclose All Hazards Paragraph 6. Representations of Section IV — Commercial General Liability Conditions is replaced by the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. Coverage will continue to apply if you unintentionally.- a. nintentionally:a. Fail to disclose all hazards existing at the inception of this policy; or b. Make an error, omission or improper description of premises or other statement of information stated in this policy. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part. X. Waiver of Right of Subrogation Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Commercial General Liability Conditions is replaced by the following: 8. Transfer Of Rights Of Recovery Against Others To Us a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. If the insured waives its right to recover payments for injury or damage from another person or organization in a written contract executed prior to a loss, we waive any right of recovery we may have against such person or organization because of any payment we have made under this Coverage Part. The written contract will be considered executed when the insured's performance begins, or when it is signed, whichever happens first. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U -GL -1345-B CW (04/13) Page 11 of 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Blanket Notification to Others of Cancellation or Non -Renewal Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'l. Prem Return Prem. CPO 0198219-04 07/01/2020 07/01/2021 48709000 INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. If we cancel or non -renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non -renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: 1. Must be provided to us prior to cancellation or non -renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non -renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non -renewal, but not including conditional notice of renewal. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non -renewal date; 2. Negate the cancellation or non -renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged. U -GL -1521-A CW (10/12) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission.