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HomeMy WebLinkAboutRes-2018-038 Summit FoodsBOARD OF COUNTY COMMISSIONERS COUNTY OF KITTITAS STATE OF WASHINGTON . RESOLUTION NO. 2018-o?Y6 A RESOLUTION AUTHORIZING EXECUTION OF OPTION OF RENEWAL BETWEEN KITIITAS COUNTY AND SUMMIT FOOD SERVICES, FORMERLY KNOWN AS CONSOLIDATED FOOD MANAGEMENT, INC. WHEREAS, the Professional Services Agreement previously entered between both parties allows Summit Food Services and Kittitas County Corrections to renew the agreement; and WHEREAS, the purpose of this option of renewal is to allow for the continuation of the Agreement between both parties; and WHEREAS, the Term of this Agreement may be modified upon mutual agreement of the parties in writing, including extension for additional one-year terms; and WHEREAS, Summit Food Services has expressed its desire to extend the period of the agreement as allowed, as shown in the email dated February 21, 2018, a copy of which is attached hereto and incorporated by reference; and WHEREAS, Kittitas County Corrections Center likewise desires to extend the agreement in the same manner and under the same conditions as reflected in the original Agreement as amended by the attached email; and WHEREAS, Summit Food Services is not seeking an increase in the rate paid over the 2017 rates, documentation of which is also attached hereto and incorporated by reference as part of the letter described above; and NOW, THEREFORE, BE IT RESOLVED AND IT IS HEREBY ORDERED, that the agreement between Summit Food Services and the Kittitas County Corrections Center for the period ending December 31,2017 is extended, and the new Term of this Agreement shall commence on January 1, 2018 and continue to December 31 , 2018. ADOPTED this RESOLUTION 11 '-rh day o ttJ11/u~U"l 2018. BOARD OF COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON ABSENT ATTEST: RESOLUTION Heather Seibert From: Sent: To: Cc: Subject: Follow Up Flag: Flag Status: Heather, Jill Beedle; Kim Dawson; Doug Mitchell; Dora Van Epps; Paula Hoctor RE: 2018 Contract with Kittitas County Sheriff's Office Corrections Follow up Completed In response to our conversation We will continue with the 2017 rates thru 2018. Please let me know if you need further information. Thank you, Ted Ted Hanby District Manager Office : 206.232 .9771 Cell: 206.678.3429 Ted.Hanby@summltfooclservice.com Small enough to care ... Big enough to ma ke a differe nce . From: Heather Seibert [mallto:heather.se ibert.sh@co·.kfttitas.wa.us] Sent: Tuesday, February 13, 2018 2:53 PM To: Ted Hanby <ted .hanby@sum m itfoodservice .com >; Elior NA -AR <ar@eli o r -na.com > Cc: Jill Beedle <j il l.bee d le'®co.kittitas.wa.us >; Kim Dawson <kim.dawson@co .kittitas.wa.us >; Doug Mitchell <doug.mitche ll @co .k ittitas.wa.us >; Dora Van Epps <dora.vanepps.au@co.kittitas.wa .us>; Paula Hoctor <pau la.hocto r@.co.kittitas.w a.us > Subject: 2018 Contract with Kittitas County Sheriff's Office Corrections Good afternoon, This is regarding the agreement that Summit has with Kittitas County . My understanding is that this contract will auto- renew (see attached original contract, section 11 on page 8/10). However, the County has a Resolution that states the 2017 contract with the company formerly known as Consolidated Food Management, Inc. terminated on 12/31/17. Also, all of the approved price rates are from 2017, so we will have to stick to those unless we get 2018 rates from you. I just checked the payments made to Summit for the first three weeks in January 2018, and you did adhere to the 2017 price rates. May I please get communication from your company stating that 2017 prices from the already b i lled date range are from 2017 rates, and get new 2018 rates for dates going forward? (This will also need a 2018 Resolution process on our end.) 1 Please let me know if you have questions. Thank you! HEATHER SEIBERT CHIEF FINANCIAL MANAGER Kittitas County Sheriff's Office 307 W. Umptanum Rd. Ellensburg, WA 98926 509-962-7099 Heather.Seibert.5 H@co .kittitas.w a.us Notice: Email sent to Kittitas County may be subject to public disclosure as required by law. messageid: 38eb45916c6dcbdac24bb8719d004a14 2 Consolidated Food Management INcoltPoaATED July 6, 2016 Paula Hoctor Corrections Commander Kittitas County Jail 205 West Fifth street Ellensburg, WA 98926 Dear Commander Hoctor, At CFM, we wish to thank you for the opportunity to continue 0 operate your food service program at Kittitas' County Corrections. , CFM is proposing an annual 2.7% cost per meal increase for Ki tit as County Jail effective January 1,2017, This increase is based on the cost of living increase according to the Consumer Price Index, which is attached. CFM is appreciative for the support you and your staff have gi en our company over the past years . The manager and staff at CFM look torw rd to our continued working partnership with Kittitas County and the community f r many years to come. If you have any questions, please do not hesitate to contact e at 206-678-3429. Very truly yours, TED HANBY TH: pdl Enclosure 7429 SE 27th Street Merce r Island, WA 98 0 a 20'6.232.9771 phone 206.23.2 . .1533 Fax www.cfm-inc..com Kittitas County Corrections Current Operation Menu Daily: Meals Cost l2er Meal Cost ~er Meal , 2016 : , ~O17 : 3% increase 2 .. 7% 'in~rease 200 -219 $1.363 . $1.399 ' 220 -239 $1.217 : $1.250 ' 240 -259 $1.166 ,$1.197 260 -279 $1.111 .$1.141 280 -299 $1;063 $1.092 300 -319 $1.042 $1.070 320 -339 $1.019 . $1.04~, 340 -359 $0.972 ' $0.998 360 -379 $0.962 $0.988 380 -400 $0.958 :$~i984 NEWS RELEASE BUREAU OF LAeOR STATISTICS u. s. D EPA R T M E, N T o F LAB 0 R Transmission of material in this release is embargoed until 8:30 a.m. (EDT) May 17,2016 Technical infonnation: (202) 69~ -7000 • Reed.Steve@bls.gov • www.bls.gov/cpi Media Contact: (202) 691-5902 • PressOffice@bls.gov CONSUMER PRICE INDEX -APRIL 2016 USDL-16-0986 The Consumer Price Index for All Urban Consumers (CPI-U) increased 0.4 percent in April on a seasonally adjusted basis, the u.s. Bureau of Labor Statistics reported today. Over the last 12 months, the all items index rose 1.1 percent before seasonal adjustment. The seasonally adjusted all items increase was broad-based, with the indexes for food, energy, and all items less food and 'energy a ll rising in A,pril. The foo d index rose 0.2 percent aft~r declining in March, w.ith the food aL home index in.cre~sing slightly. The index for energy increased 3.4 percent, with the gasoline index rising 8.1 percent, and the indexes for fuel oil and natural gas also advancing. The index for all items less food and energy increased 0.2 percent in April. The shelter index rose 0.3 percent, as did the index for medital care, and the indexes for motor vehicle insurance, airline fares, recreation, and education increased as well. Several other component indexes increased slightly, including those for alcoholic beverages, tobacco, and personal care. In contrast, the indexes for household furnishings and operations, apparel, new vehicles, used cars and trucks, and communication all declined. The all items index rose 1.1 percent for the 12 months ending April, a larger increase than the 0.9- percent increase for the 12 months ending March. The index for all items less food and energy rose 2.1 percent over the last 12 months, compared to a 2.2-percent rise for the 12 months ending March. The food index has risen 0.9 percent over the last 12 months, and the energy index has declined 8.9 percent. Chart 1. One-month percent change in CPI for All Urban Consumers (CPI-U), seasonally adjusted, Apr. 2015 -Apr. 2016 Percent change 0.4 0.4 0.3 0.3 0 .2 0 .2 0.2 0.1 0.1 0.1 0.1 0.1 0.0 0.0 0.0 -0.1 -0.1 -0.1 -0.2 -0.2 -, Jun ~--.-. .. Sap ----r--.-.. ---. , . [ Apr'15 May Jul Aug Oct Nov Dec Jan Feb Mar Ap r'1 6 Chart 2. 12-month percent change In CPI for All Urban Consumers (CPI-U), not seasonally adjusted, Apr. 2015 -Apr. 2016 Percent change 2.5 r-----------------------------------------------------------------------, 2.0 1.5 1 .0 0.5 0.0 -0.5 ~~----~----~----~--~----~----~--~----~----~--~----~----~~ Apr'15 May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr'16 *"** All items ----All items less food and energy Table A. Percent changes In CPI for All Urban Consumers (CPI.U): U.S. city average Seasonally adjusted changes from preceding month Un- adjusted Oct. Nov. Dec. Jan. Feb. Mar. Apr. 12-mos. ended 2015 2015 2015 2016 2016 2016 2016 Apr. 2016 All Items ................................................. .2 .1 -.1 .0 -.2 .1 .4 1.1 Food .................................................... .1 -.1 -.2 .0 .2 -.2 .2 .9 Food at home .................................... .0 -.3 -.4 -.2 .2 -.5 .1 -.3 Food away from home 1 .................... .2 .2 .1 .3 .1 .2 .2 2.7 Energy ................................................. .4 .3 -2.B -2.B -6.0 .9 3.4 -B.9 Energy commodities .......................... .9 .7 -4.B -4.8 -12.5 1.9 7.B -14.2 Gaacnn e (aIJ1yp8ll) .......................... .9 .B -4.B -4.8 -13.0 2.2 6.1 -13.B Fuel 0.11 1 .......................................... -1.1 -1.3 -7.8 -6.5 -2.9 1.7 1.9 -27.6 Energy services ................................. -.1 -.2 -.7 -.7 .1 .2 -.1 -3.1 Electrlciiy •.. , .............................. _ ..•.• .1 .2 -.4 -.7 -.2 .4 -.3 -2.1 Utility (piped) gas service ................ -.9 -1.7 -1.9 -.6 1.0 -.7 .6 -6.5 All items less food and energy ............ .2 .2 .2 .3 .3 .1 .2 2.1 Commodities less food and energy commodities ................................ -.1 -.1 -.1 .2 .3 -.2 -.1 -.5 New vehicles ................................... -.1 .0 .0 .3 .2 .0 -.3 .0 Used cars and trucks ....................... -.1 .1 .2 .1 .2 -.1 -.3 -1.5 Apparel ............................................ -.5 -.1 -.2 .6 1.6 -1.1 -.3 -.6 Medical care commodities ............... .2 .2 .1 .4 .6 .3 .5 2.7 Services less energy services ........... .3 .3 .2 .3 .3 .2 .3 3.0 Shelter ............................................. .3 .2 .2 .3 .3 .2 .3 3.2 Transportation services ................... .1 .5 .3 .4 .2 .2 .7 3.3 Medical care services ...................... .7 .3 .1 .5 .5 .1 .3 3.1 1 Not seasonally adjusted. .. 2 - Consumer Price Index Data for April 2016 Food The food index rose 0.2 percent in April after falling 0.2 percent in March. The food at home index increased 0.1 percent after declining 0.5 percent the prior month. Major grocery store food group indexes were mixed in April, with' four increases and two declines, and generally small changes. The largest of the increases belonged to the other food at home group, which rose 0.5 percent. The index for dairy and related products, which fell in March, rose 0.4 percent in April. The indexes for cereals and bakery products and for nonalcoholic beverages both increased 0.3 percent. The index for fruits and vegetable~, however, declined for the second straight month, falling 0.5 percent as both the fresh fruits and fresh vegetables indexes decreased. The index for meats, poultry, fish, and eggs fell 0.1 percent, as a 6.3 percent decline in the index for eggs more than offset increases in the indexes for meats, poultry, and fish. The food at home index has declined 0.3 percent over the past year, with the index for meats, poultry, fish, and eggs falling 3.1 percent. The index for food away from home advanced 0.2 percent in April and has risen 2.7 percent over the last 12 months. I Energy The energy index rose 3.4 percentin April; this followed a 0.9 percent increase in March and was its largest increase since February 2013. Most of the rise was due to the gasoline index, which increased 8.1 percent in April. (Before seasonal adjustment, gasoline prices increased 9.1 percent in April.) The fuel oil index also increased, rising 1. 9' percent in April. The index for natural gas, which declined in March, advanced 0.6 percent in April. The electricity index, however, declined in April, falling 0.3 percent after rising in March. Despite the monthly increase, the energy index has declined 8.9 percent over the past year, with all major component indexes falling over the period. The gasoline index has decreased 13.8 percent over the past year. All items less food and energy The index for all items less food and energy increased 0.2 percent in April after increasing 0.1 percent in March. The shelter index rose 0.3 percent in April following a 0.2 percent rise the prior month. The indexes for rent and for owners' equivalent rent both increased 0.3 percent, while the index for lodging away from home declined for the second straight month, falling 0.4 percent. The medical care index rose 0.3 percent in April, with the index for prescription drugs rising 0.7 percent and the hospital services index advancing 0.3 percent, but the physicians' services index declining 0.1 percent. The motor vehicle insurance index rose 1.2 percent in April, and the index for airline fares advanced 1.1 percent after declining in March. The recreation index rose 0.3 percent in April, as did the index for education, and the indexes for alcoholic beverages, tobacco, and personal care all posted slight increases. In contrast, the index for household fumishings and operations declined 0.4 percent in April, its largest decline since April 2010. The indexes for apparel, for new vehicles, and for used cars and trucks also fell in April, each declining 0.3 percent. The index for communication declined as well, falling 0.2 percent. -3 - The index for all items less food and energy increased 2.1 percent over the past 12 months. Indexes posting larger increases include ~otor vehicle insurance (6.0 percent), tobacco (3.7 percent), shelter (3.2 percent), and medical care (3.0 percent). Indexes rising more slowly include personal care (1.7 percent), recreation (1.3 percent), and airlirie fares (0.4 percent). The index for new vehicles was unchanged over the past 12 months, and several indexes declined, including used cars and trucks (-1.5 percent), household furnishings and operatibns (-1.2 percent), and apparel (-0.6 percent). Not seasonally adjusted CPI measures The Consumer Price Index for All Urban Consumers (CPI-U) increased 1.1 percent over the last 12 months to an index level of239.261 (1982-84=100). For the month, the index increased 0.5 percent prior to seasonal adjustment. !; The Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W) increased 0.8 ,. percent over the last 12 months toan index level of233.438 (1982-84=100). For the month, the index increased 0.5 percent prior to seasonal adjustment. The Chained Consumer Price Index for All Urban Consumers (C-CPI-U) increased 0.7 percent over the last 12 months. For the month, theOindex rose 0.6 percent on a not seasonally adjusted basis. Please note that the indexes for the past 10 to J2 months are subject to revision. , The Consumer Price Index for May 2016 is scheduled to be released on Thursday, June 16,2016, at 8:30 a.m. (EDT). ' -4 - Facilities for Sensory Impaired Information from this release will be made available to sensory impaired individuals upon request. Voice phone: 202-691-5200, Federal Relay Services: 1-800-877-8339. Brief Explanation of the CPI The Consumer Price Index (CPI) is a measure of the average change in prices over time of goods and services purchased by households. The Bureau of Labor Statistics publishes CPIs for two population groups: (1) the CPI for Urban Wage Earners and Clerical Workers (CPI-W), which covers households of wage earners and clerical workers that comprise approximately 28 percent of the total population and (2) the cpr for All Urban Consumers' (CPI-U) and the Chained CPI for All Urban Consumers (C-CPI-U), which covers approximately 89 percent of the total population and includes, in addition to wage earners and clerical worker households, groups such as professional, managerial, and technical workers, the self- employed, short-term workers, the unemployed, and retirees and others not in the labor force. The CPIs are based on prices of food, clothing, shelter, fuels, transportation fares, charges for doctors' and dentists' services, drugs, and other goods and services that people buy for day-to-day living. Prices are collected each month in 87 urban {lreas across the country from about 6,000 housing units and approximately 24,000 retail estabJishments-department stores, supermarkets, hospitals, filling stations, and other types of stores and service establishments. All taxes directly associated with the purchase and use of items are included in the irldex. Prices of fuels and a few other items are obtained every month in all 87 locations. Prices of most other commodities and services are collected every month in the three largest geographic areas and every other month in other areas. Prices of most goods and services are obtained by personal visits or telephone calls of the Bureau's trained representatives. In calculating the index, price chkges for the various items in each location are averaged together with weights, which represent their importance in the spending of the appropriate popUlation group. Local data are then combined to obtain a U.S. city average. For the CPI-U and CPI-W separate indexes are also published by size of city, by region of the country, for cross-classifications of regions and population-size classes, and for 27 local areas. Area indexes do not measure differences in the level of prices among cities; they only measure the average change in prices for each area since the base period. For the C-CPI-U data are issued only at the national level. It is important to note that the CPI-U and CPI-Ware considered final when released, but the C-CPI-U is issued in preliminary form and subject to two annual revisions. The index measures price change from a designed reference date. For the CPI-U and the CPI-W the reference base is 1982-84 equals 100. The reference base for the C-CPI-U is December 1999 equals 100. An increase of 16.5 percent from the reference base, for example, is shown as 116.500. This change can also be expressed in dollars as follows: the price of a base period market basket of goods and services in the CPI has risen from $10 in 1982-84 to $11.65. For further details visit the CPI home page on the Internet at www.bls.gov/cpi/ or contact our CPI Information and Analysis Section on (202) 691-7000. -5 - PROFESSIONAL SERVICES OPERATING AGREEMENT THIS AGREEMENT is made and entered into between Kittitas County, Washington (hereinafter referred to as the "County"), and Consolidated Food Management, Inc ., a Washington Corporation licensed to do business in the States of Washington and Oregon (hereinafter referred to as "CFM") . . . For mutual consideration, the County and CFM agree as follows: SECTION 1 . Authori zati on, SeryiceArea 1.01 CFM shall manage and operate the food service program located within the premises of the County's Corrections facility. 1.02 The County shall provide the kitchen space, facilities, utilities and equipment for the operation of the County's food service, which, however, shall be under the control of CFM, and shall be and remain sole property of the County. "Kitchen" is defined t~ include all walk-ins, store rooms, freezers, applicable equipment within those areas, and'secure sally port. 1.03 The County shall provide adequate office space, furniture and a telephone for business use. 1.04 The County shall assign inmate kitchen helpers to assist the cook in meal preparation, service and sanita tion. The County shall remove any such helpers to the exte nt they do not fully cooperate with CFM's e fforts to provide food services under this Agree ment, SE CTI ON 2. Service , Policies, St an dards 2.01 CFM shall provide food service to inmates, staff and others as designated by the County on the premises, on such days and at such times as the County shall prescribe. 2.02 CFM shall not use the County's facilities for preparation of food that is to be served in any location other than the County's, unless the County gives permission in writing to do so. 2.03 CFM shall be responsible for the management and operation of the food services on the premises, including but not limited to general supervision of food service areas, recruiting, interviewing, training and direction of CFM food service employees, and the preparation and serving of food and beverages on the premises. 2.04 CFM shall be responsible for purchasing and paying for all food and supplies necessary for complying with this Agreement, and will be reimbursed by the County twice monthly. CFM will submit caples of all invoices for each billing period. 2.05 CFM shall provide input to the County on operating policies for the food service conducted by CFM. Policies shall be set by the County . Professional Services Operating Agreement Page 1 .,,' 2.06 It is understood that the County reserves the right to review and inspect the food service program performed by CFM with respect to the quality and quantity of food served, and the sanitation of equipment and facilities, at any time. 2.07 CFM shall maintain the highest ethical relationships with its customers, employees, suppliers and competitors in the performance ofthis Agreement. SECTION 3. Cleaning, Ma inte nance. Utilities 3.01 CFM shall be responsible for the supervision of washing of dishes, trays, pots, pans, and utensils; cleaning and sanitation of food equipment, counters, serving lines, and dishes; and periodic cleaning, sanitation and housekeeping in the entire kitchen and storage areas. 3.02 The County shall be responsible for maintenance of major eqUipment, floor drains, light fixtures, and other building maintenance as may be reasonably required by the County. 3.03 The County shall be responsible for the extermination of rodents, vermin, and any and all other unsanitary conditions in the kitchen and storage area. 3.04 The County shall be responsible for disposal of all rubbish and garbage resulting from food service operations. Each day, CFM shall remove all trash to the dumpsters designated by the County. 3.05 The County shall furnish and maintain at its expense all utilities, including but not limited to electricity, water, and telephone service, that are needed for food service operations. Internet service will be available for CFM ordering in the County control room. The County shall not permit any interruptions in utility service, except for an emergency, for circumstances reasonably beyond the control of the County, for necessary repairs, or for improvement of the service. The County will notify CFM as soon as reasonably possible of any interruption or proposed interruption in utility service. 3.06 The County shall supply, maintain and replace all kitchen small wares such as knives, spatUlas, ladles, spoons, whips and related cooking utensils; eating utensils; and delivery system equipment. 3.07 Employees of CFM will comply with all County rules of conduct, which the County will provide in written form, to include those relating to security and sanitation. The County may require CFM to immediately remove any of CFM's employees from the County's premises for any reason deemed necessary by the County. 3.08 CFM will neither permit smoking within the Correctional Facility, except those areas that are designated for this purpose, nor permit any unlawful practices of any kind on County premises by CFM's employees. Any and all rules applicable to County Corrections staff shall apply equally to CFM employees. Professional Services Operating Agreement Page 2 SECTION 4. EquIpment. FIxtures . Furniture. Expendables 4.01 The County shall provide and install at it expense the fixed equipment, fixtures and related furniture necessary to the efficient operation and control the food services to be performed by CFM as determined by the County. The County shall maintain, repair and replace such equipment at its own expense, except repairs or replacements caused by CFM's negligent or intentional acts or omission, which shall be the sole responsibility of CFM. 4.02 CFM shall take all reasonable care in the use of the premises, eqUipment and other items furnished by the County, less normal wear. SECTION S. Personnel 5.01 CFM agr~es to staff its operation on the premises In the most efficient manner possible consistent with CFM's and the County's requirements. 5.02 During the term of this Agreement, and one year hereafter, neither CFM nor the County shall hire each other's employees without prior written consent from the other. 5.03 CFM employees who work within the County Corrections Center will be subject to a background investigation. This will be conducted by whomever the Kittitas County Sheriff's Office deems qualified to complete the investigation, and may include interviews of the CFM employees as well as random drug and alcohol testing. SECTION 6. Equal Employment Opportunity! Affirmative Action 6.01 In performance of this Agreement, CFM agrees as follows: a.) CFM will not discriminate against any employee or applicants for employment because of race, color, religion, sex, age marital status, sexual orientation, national origin, or the presence of any physical, mental or sensory handicap. CFM will take Affirmative Action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, age, marital status, sexual orientation, national origin, or presence of any physical, mental, or sensory handicap. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of payor other forms of compensation; and selection for training, including apprenticeship. CFM agrees to post in conspicuous places, available to employees and applicants for employment, such notices concerning Equal Employment Opportunity as may be required by Federal, State or local law, rule or regulation. b.) CFM will, in all solicitations and advertisements for employees placed by or on behalf of CFM state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, age, national origin, marital status, or presence of any physical, mental, or sensory handicap. Professional Services Operating Agreement Page 3 SECTION 7. Insurance l Indemnify. Safety 7.01 CFM shall maintain as a direct cost of operation, the following insurance coverage for CFM employees while performing services hereunder. a.} Workmen's Compensation as required by law; and b.} CFM shall secure and maintain in effect at all times during the Work such insurance as will protect CFM and its Additional Insured from all claims, losses, harm, costs, liabilities, damages and expenses arising out of personal injury (including death) or property damages that may result from performance of the work or this Agreement. All Insurance shall be issued by companies admitted to do business in the State of Washington and have a rating of A-, Class VII or better in the most recently Published edition of Best's Reports unless otherwise approved by the County. If an Insurer is not admitted, all insurance policies and procedures for issuing the insurance Policies must comply with Chapter 48.15 RCW and 284-15 WAC. CFM shall provide proof of insurance for: Commercial General Liability Insurance. Coverage limits not less than: -$1,000,000 per occurrence per project -$2,000,000 general aggregate -$1,000,000 products & completed operations aggregate -$1,000,000 personal and advertising injury, each offense Certificate Holder -Kittitas County. The Certificate must name the County as additional insured and CFM must provide thirty (30) days written notice to the County of cancellation of the insurance policy Stop Gap/Employers Liability. Coverage limits not less than: -$1,000,000 each accident -$1,000,000 disease -policy limit -$1,000,000 disease -each employee CFM must provide thirty (30) days written notice to the County of cancellation of the Insurance policy. Commercial Automobile Liability Insurance. Automobile Liability for owned, non-owned, hired, and leased vehicles, with an MCS 90 endorsement and a CA 9946 endorsement attached if 'pollutants' are to be transported Coverage limits not less than: -$1,000,000 combined single limit CFM must provide thirty (30) days written notice to the County of cancellation of the Insurance policy. CFM shall furnish the County a certificate of insurance with Endorsements as evidence that policies providing insurance required by this Agreement are in full force and effect. Professional Services Operating Agreement Page 4 CFM hereby waives all rights of recourse, including any right to which another may be subrogated, against Kittitas County for personal injury, including death, and property damage. CFM's insurance policies required above shall be primary insurance and shall be non-contributing with any other insurance maintained by Kittitas County. CFM shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, CFM's employee-owned tools, machinery, equipment, or motor vehicles owned or rented by CFM, or CFM'S agents, suppliers or contractors. CFM shall have sole responsibility for ensuring the insurance coverage and limits required are obtained by subcontractors. NOTE: No contract shall form until and unless a copy of the Certificate of Insurance with Endorsement, properly completed and in the amount required, is attached hereto. 7.02 CFM hereby releases and shall indemnify, defend, and hold harmless the County, its subsidiaries, affiliates, officers, agents, employees, successors, assigns, and authorized representatives of all of the foregoing from and against all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney fees, costs, and expenses of any kind or nature, including those arising out of injury to or death of CFM's employees, whether arising before or after completion of the work hereunder and in any manner directly or indirectly caused, occasioned, or contributed to in whole or in part, or claimed to be caused, occasioned, or contributed to in whole or in part, by reason of any act, omission, fault, or negligence of CFM, CFM's sub-contractors, or of anyone acting under CFM's direction or control, or on CFM's behalf in connection with the performance of this Agreement. The County shall be indemnified and held harmless to the fullest extent permitted by law. CFM expressly waives its immunity under industrial insurance, Title 51 RCW, in relation to claims by and/or against the County; however, this provision does not otherwise waive immunity in relation to claims by CFM employees against CFM. This waiver was mutually negotiated by the parties. If any portion of this indemnity clause is invalid or unenforceable, it shall be deemed excised and the remaining portions of the clause shall be given full force and effect. CFM hereby agrees to require all its sub-contractors or anyone acting under its direction, control, or on its behalf in connection with, or incidental to the performance of this Agreement to execute an indemnity clause identical to the preceding clause, specifically naming the County as indemnitee. 7.03 CFM agrees to notify the County, promptly in writing of any death, serious injury, or serious damage arising out of its operations on the County's premises, and to comply at all times with the requirements and provisions of the Occupational Safety and Health Act and related rules and regulations. ProfeSSional Services Operating Agreement PageS SECTION 8. laws, Licenses and taxes 8.01 CFM shall comply with all Federal, State and local laws, regulations and requirements applicable to the services and operations provided herein, and applicable Federal and State wage and hour requirements. 8.02 CFM shall obtain any and all licenses or permits necessary for the food service operation on the premises, as a direct cost of operation. 8.03 In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shall be governed by the law of the State of Washington SECTION 9. Additional Services . Evaluations, Performance 9.0l The County has the right to request CFM to render additional food services on the premises, including but not limited to special functions, banquets, parties, etc., reasonably related to CFM's services under this Agreement; including modified diet meals when authorized In writing by the County medical staff. The menu, amount and cost of such additional services shall be as mutually agreed in writing In advance by the County and CFM. 9.02 CFM shall require that a member of its resident management staff on the County's premises be available for food service meetings on a regular basis, as determined by the County, as well as participate in mutually agreeable activities, promotions and Communications campaigns related to its food service program. 9.03 The County reserves the right to change any meal schedule and agrees to give CFM at least twenty -four (24) hours advance notice of such changes, except in an emergency, when as much advance notice as possible will be given. SECTION 10. Financial and Accounting 10.01 CFM shall manage and operate the County's food service on Reimbursable Cost and Management basis as follows: 10.02 To provide food service of three meals per day, seven days per week for inmates, staff and others as designated by the County Corrections Facility. 10.03 CFM will submit a weekly invoice to the County, for reimbursement of food and supplies Professional Services Operating Agreement Page 6 purchased for the County by CFM, and payment of the management services, as indicated by the following bid schedule. The County will pay CFM twice monthly. Upon non-payment of invoices, stoppage of services shall occur and supersede any clause within this contract. Daily Meals 200 -219 220 -239 240 -259 260 -279 280 -299 300 -319 320 -339 340 -359 360 -379 380 -400 Cost per Meal 2011 1.256 1.122 1.074 1.024 0.979 0.960 0.939 0.896 0.887 0.883 10.04 All records of CFM bearing upon food service operations on the County's premises shall be maintained by CFM. CFM shall keep accurate records and accounts of all operating costs in connections with its operation of the food service and this Agreement hereunder. Upon reasonable notice, the County shall have the right to inspect, audit and copy, at any time during business hours, and at the principal place of business of CFM, such books and records that pertain to this Agreement. All such records shall be kept on file for six (6) years from the year during which they were created. Upon receiving notice of a public records request or of pending litigation that may involve records related to this Agreement, the County will contact CFM to discuss additional records retention. The County shall have the right to conduct audits, reviews and inspections of the food service operation. 10.05 CFM shall conduct its operations on the County's premises in the most professional and efficient manner possible consistent with the County's policies, facilities, and good food service practices, and in accordance with applicable government regulations. 10.06 In the event CFM has failed to perform any obligation to be performed by CFM under this agreement within the time set forth in this Agreement, then the Country may, upon written notice, withhold all monies due and payable to CFM, without penalty, until such failure to perform is cured or otherwise adjudicated. 10.07 If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. As long as the County provides CFM with Professional Services Operating Agreement Page 7 notice of any funding deficiency, no penalty or expense shall accrue to the County in the event this provision applies. If sufficient funds are not appropriated, this shall cause immediate termination of contract and the stopping of services by CFM. SECTION 11. Term . Renewal . Terminat io n 11.01 This Agreement shall be effective for the term of twenty-four (24) months, beginning _________ , 2011 and shall be renewed automatically thereafter on its anniversary date for one year periods, unless either party advises the other in writing sixty (60) days before renewal date, of their intent not to renew. 11.02 Either party may terminate the agreement by giving the other party not less than sixty (60) days advance written notice of intention to terminate, at any time during the term of this agreement. 11.03 Upon termination of this Agreement, CFM shall vacate all parts of the premises occupied by CFM in the same condition as made available to CFM, reasonable wear and tear accepted. 11.04 No change, amendment or modification of any prOVisions of this agreement shall be valid unless set forth in a written instrument signed by the party to be bound thereby. SECTION 12. NotiC e 12.01 Any notice required hereunder shall be deemed to have been given if delivered in writing personally to, or three business days after being sent a registered or certified United States mail return receipt requested and addressed as follow: . a.} THE COUNTY: Kittitas County Corrections 205 West Fifth Street Ellensburg, WA 98926 b.} CFM: Consolidated Food Management, Inc 7429 SE 27th Street Mercer Island WA 98040 SECTION 13 . Ind epend en t Cont ractor. Enti re Agreeme nt 13.01 CFM, its employees and agents, is an independent contractor and shall not be, or be deemed for any purpose to be, an employee(s) of the County. 13.02 CFM is a professional food service organization, and under the terms of this Agreement between the County and CFM, the County has exclusive control of all policy, operational and service procedures over the food service program. Professional Services Operating Agreement Page 8 13.03 This Agreement constitutes the entire Agreement of the parties and supersedes and cancels all previous written or oral communications between the parties referring to the subject matter of this Agreement. 13.04 The headings of the sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the Interpretation or construction of the provision of such sections or paragraphs. 13.05 The performance of all or part of this Agreement by CFM shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of CFM or any employee of CFM or any sub-contractor or any employee of any sub -contractor by the County at the present time or in the future. 13.06 If any term or condition of this Agreement or the application thereof to any person(s} or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid terms, conditions or application. To this end, the terms and conditions of this Agreement are declared severable. 13.07 Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. Either party's failure or delay to insist upon strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be constructed as a waiver or relinquishment to any extent of its right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall be and remain in full force and effect . In witness whereof, the parties hereto enter into and execute this agreement this -----'J.:....:::; __ f-._~ ____ _ day of U l1 1l.h-f M ..... , 2011. Kittitas County Board of County Commissioners I Date: ?r /1 5" II BY :~ ~1Chili Alan Crankovich, Vice-Chair O~D '~ Obie O'Brien, Commissioner ProfeSSional Services Operating Agreement Page 9 APPROVED AS TO FORM: (~ Stephanie Happold, WSBA# 38112 Consolidated Food Management, Inc. Signed: Title:_-l:U=P-'-, ______ _ Date :,_--=3~-·-=2_=3_-..!.:II~ ___ _ Professional Services Operating Agreement Page 10