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Home My WebLink AboutAgreement CWUCENTRAL WASHINGTON UNIVERSITY ST AND ARD AGREEMENT This CENTRAL WASHINGTON UNIVERSITY STANDARD AGREEMENT ("Agreement") is entered into by and between Central Washington University, 400 East University Way, Ellensburg, WA 98926 ("CWU"), and Kittitas County Public Health Department, 507 N. Nanum Street, Ste. 102, Ellensburg, WA 98926 ("Contractor"). The parties and purpose of this Agreement are further described in the recitals hereof. I. RECITALS 1. 1 CWU. CWU is a public institution of higher education established by the State of Washington with ils principal place of business located in Ellensburg, Washington. CWU desires to acquire the goods and/or services herein described for the purposes stated in Paragraph 1.3 hereof. 1.2 Contractor. Contractor is a Kittitas County department whose principal place of business is located in Ellensburg, Washington. Contractor desires to provide the goods and/or services herein described for the purposes stated in Paragraph 1.3 hereof. l.3 Purpose. The purpose of this Agreement is for the Contractor to provide dining operation plan reviews, consultation and investigation for foodbome related investigations and quarterly food service inspections as described in Attachment "A" hereto. For and in consideration ofthe foregoing recitals, and in consideration of the payments or other covenants and mutual agreements herein provided, the parties hereby agree as follows. II. OBLIGATIONS OF THE PARTIES 2.1 Contractor'11 Obligations. Contractor agrees to provide the following described goods and/or services: Contractor will conduct quarterly food service inspections at establishments on the CWU Ellensburg campus, as detailed in Attachment "A" hereto. Contractor will also provide dining operation plan reviews, and consultation and investigation for foodbome related investigations upon request by CWU. Contractor will charge CWU an hourly rate for services provided and will not require CWU to obtain general food service permits through the Contractor due to the frequency of the inspections. Contractor will make a reasonable attempt to maximize the number of establishments inspected during each inspection visit . Contractor will submit an electronic copy of the Inspection Report, signed by the CWU Unit Manager, or designee, for each establishment to Dean Masuccio (Dean.Masuccio@cwu.edu), Director of Dining, and Joe Ritchie (Joe.Ritchie@cwu.edu), Campus Executive Chef, in addition to each of the Unit Managers for each establishment listed in Attachment "A". Contractor will provide CWU with an itemized invoice detailing the name of each establishment inspected and the length of time spent on each inspection within 30 days of the inspection. Invoice shall be mailed to CWU Dining Services Administration Office, 400 E University Way, MS 7S88, Ellensburg WA 98926-75 88. The period of perfonnance of this Agreement shall be for three (3) years, beginning July I, 2019 and ending June 30, 2022. 2.2 CWU's Obligations. Upon delivery of the specified goods and/or completion of the specified services, and within thirty (30) days of receiving Contractor's itemized invoice, CWU agrees to pay the following amount(s), exclusive of applicable taxes: an hourly rate per the adopted Kittitas County Public Health Department fee schedule, not to exceed a total of$30,000 for the tenn of the agreement. 111. CONTRACT TERM, TERMINATION, DISPUTES 3.1 Term. This Agreement shall become effective when signed by the parties and shall terminate upon the full performance of their mutual obligations hereunder, unless extended by mutual written agreement. 3.2 Termination. (a) This Agreement may be tenninated at any time by mutual written agreement of the parties . CWU Standard Agreement Page I Approved RS Cu Form/ A!lliU11nt 1'ttorney General/ 011.29.15 (b) CWU, by giving written notice, may terminate this Agreement at any time without cause and· without further obligation to Contractor except for payment due for goods provided or services rendered prior to the effective date of termination. (c) The Agreement may be terminated by either party for a material breach by the other party of that party's obligation(s) hereunder. [11 the event of breach, the aggrieved party must provide written notice to the breaching party and allow fifteen (15) days to cure. [fthe breach cannot be cured within that time or such longer time as deemed reasonable by the aggrieved party, the Agreement may be terminated immediately by written notice uflhe aggrieveu party . Termination for breach shall nut be ueernetl Lu limit any of the terminating party's contractual remedies as against the breaching party , (d) Termination of this Agreement by any means provided herein shall not excuse any party's performance of its obligations hereunder through the effective date oftennination, except that CWU shall not be obligated to pay for goods that have not been delivered or services that have not been perfonned. 3.3 Disputes. Any dispute between the parties arising under or relating to this Agreement shall be resolved informally if possible, but if the parties cannot so resolve their differences, then arbitration shall provide the sole and exclusive remedy for resolving the contract dispute. The parties shall jointly select om: arbitrator acceptable to both parties. If the parties cannot agree on an arbitrator, the Yakima Dispute Resolution Center shall be requested to choose an arbitrator. The fees and expenses of the arbitrator shall be shared equally by both parties to this Agreement, and each party shall bear its own costs and attorney fees. Arbitration shall be conducted accunJi11!!, tu tin: commercial arbilraliun pro1.:t:tlures of lite American Arbilrntiun Association. The arbitrator's ·, decision or award shall be final and binding on both parties . IV. GENERAL TERMS AND CONDITIONS 4.1 Assignment. This Agreement shall extend to and be binding upon and inure to the benefit of the successors and assignees of the respective parties. However, this Agreement may not be assigned or subcontracted by either party without the other party's express written consent. 4.2 Independent Capacity. This Agreement is intended to create an independent contractor relationship. Each party to the Agreement shall act in an independent capacity and not as an agent or representative of the other party. The employees or agents of each party who are engaged in the perfonnnnce of this Agreement shall continue to be the employees or agents of that party and shall not be considered for any purpose to be the employees or agents ofthe other party. 4.3 Indemnification. Each party to this Agreement shall be responsible for its own acts or omissions and for those of its directors or trustees, officers, employees, agents, and volunteers. Neither party shall be responsible to the other party for the acts or omissions of persons or entities not a party to this Agreement. 4.4 Insurance. CWU may require Contractor, prior to the commencement of services, to provide CWU with proof of insurance acceptable to CWU and naming CWU as additional insured. Such proof of insurance, if required, shall be attached to and made part of this Agreement, and Contractor warrants that such insurance shall remain in effect during the tenn of this Agreement. 4.5 Non-Discrimination. The parties to this Agreement each agree to comply with applicable federal and state laws prohibiting discrimination in education, employment, or public accommodations based on age, sex, marital status, sexual orientation, race, creed, color, national origin, genetic infonnation, honorably discharged veteran or military status, or the presence of any sensory, mental, or physical disability or the use ofa trained dog or service animal by a person with a disability. 4.6 Records and Audits. The parties recognize that business n:cords created, maintained, or used in the perfonnance of this Agreement may constitute public records subject to the public disclosure and retention requirements under applicable state law. Each party will retain its business records relating to this Agreement for the applicable retention period(s) and will make such records available upon request for inspectiot1 and audit by the other party or by authorized representatives of the Washington State Auditor. CWU Standard Agreement Page 2 Approved as to Form/ Assistant Attorney General I 09.29.IS 4. 7 Complete Agreement; Modification. This Agreement constitutes the entire agreement between the parties and supersedes any and all other agreements, understandiogs, negotiations and discussions, oral or written, express or implied. The parties agree that no other representations, inducements, promises, agreements, or warranties relating to this Agreement, oral or otherwise, have been made to or by them. No modification or waiver of this Agreement shall be valid or binding unless in writing and signed by the parties. 4.8 Governing Law; Venue; Severability. This Agreement shall be governed by the laws of the State of Washington. Venue for any dispute under this Agreement shall be in Kittitas County, Washington. If any provision of this Agreement shall be held invalid, such invalidity shall not affect the other provisions of this Agreement that can be given effect without the invalid provision, if such remainder is consistent with applicable law and with the fundamental purpose of this Agreement, and to this end the provisions of this Agreement are declared to be severable. 4.9 Waiver. The waiver by a party of any default or breach of this Agreement, or the failure of a party to enforce any provision hereof or to exercise any right or privilege hereunder, shall not be deemed to waive any prior or subsequent breach or default, the enforcement of any provision hereof, or the exercise of any right or privilege hereunder, unless otherwise stated in a writing signed by an authorized representative of the party and attached to the original Agreement. 4. IO Notices. Written notices required or permitted to be provided by a party to the other party under this Agreement may be provided by personal delivery, legal courier service, or certified mail, postage prepaid and return receipt requested. Notice may be provided by regular first class mail if simultaneous notice is provided by electronic mail. Notices will be sent to the parties at the following mailing addresses: Central Washington University 400 East University Way Ellensburg, WA 98926-7480 Kittitas County Public Health Department 507 N. Nanum Street, Ste. 102 Ellensburg, WA 98926 The address of a party for the receipt of notice may be changed at any time by written notice provided in accordance herewith. 4.11 Contract Administration. The contract administrator and principal point of contact for each party to this Agreement shall be as follows, subject to change by written notice. (a) The Contract Administrator for CWU will be Dean Masuccio, Director, Dining Services, (509) 963-1332, Dean.Masuccio@cwu.edu. (b) 'The Contract Administrator for'Contractor will be Tristen Lamb, Administrator, (509) 962-7515, candi.blackford@co.kittitas.wa.us. IN WITNESS WHEREOF, this Agreement has been executed by and on behalf of the parties through their authorized representatives, effective as of the latest date written below. CENTRAL WASHINGTON UNIVERSITY ~ .. ..J a ~A 1. Pea 6tZltJ ,-- Name ~ Date -~~ Yoie _E --"'-->r~-=-.,,,r ~....., __ fl-"""-,t~ Title Title CWU Standard Agreement Page 3 Approved QH to ~·orm / Assistant Attorney Genen1I I 09.29. IS ATTACHMENT A lill!blCc ti <.ms 0 11<,f (ljsp\;Cdou Repon L Contractor will perform quarterly food services inspections of the following establishments on the CWU Ellensburg campus while open and in operation: 1891 Bistro Breeze Thru Cafe • Cnt Trnx East Cat Trax West & C-Store Central Market Place Coach's Coffee House CWU food wagon Dining Services Warehouse Holmes Dining Room Jimmy B's Northside Commons Panda Express Northside Commonsl 891 Cafe & Market North Village Cafe & C-Store • Tunstall Catering Operations SURC Production Kitchen • SURC Catering Support Kitchen (I inspection per year) 2. F !lowing euc h inspectio n, Conlractor will su hmit an t lectro nic copy of the Insp ec tion Report, signed by the Unit Man ager, or designee, for eac h establi s hm ent to Dean Mas ucc io (Dt;.ill!:}vl<JHL: 'i ~ 14~J1 c 1) Directo r of Dining and Jo e Ritchie ()oe.1,l.I .llli:@&~Y .. !! .. ~du Campus Executiv e Chef, in addition to each of the Unit Man l\gers* for ea~h area li sted below: 1891 Bistro --Christine.Cloninger@cwu.edu Hreeze 'J'hru Cate -Christine.Cloninger@cwu.edu Cat Trax East ---Christine.Cloninger@cwu.edu • Cat Trax West & C-Storc ---Christinc.Cloningcr@cwu.edu Central Market Place -Dustin.Atkinson@cwu.edu and Melinda.Buttjer@cwu .edu Coach's Coffee House ---Christine.Cloninger@cwu.edu CWU Food Wagon -Jim.Matheny@cwu.edu and Darren.Macri@cwu.edu Dining Services Warehouse -don.miller@cwu.edu Holmes Dining -Dustin.Atkinson@cwu.edu and Melinda.Buttjer@cwu.edu Jimmy B's -Christine.Cloninger@cwu.edu • Northside Commons Panda Express -Christine.Cloninger@cwu.edu N orthside Commons 1891 Cafe & Market -Christine.CI oninger@cwu.edu North Village Cafe & C-Store -OShaughD@cwu.edu a11d Geri.Palmer-Nutt@cwu.edu Tunstall Catering Operation -Jim.Matheny@cwu.edu and Darren.Macri@cwu.edu • SURC Production Kitchen -Dustin .Atkinson@cwu.edu and Melinda .Buttjer@cwu.edu SURC catering support kitchen -Dustin.Atkinson@cw11 .e<l11 and Jim .MaIl1eny@cwt1.(;ldll * CWU Unit Managers are subject to change by written notice . CWU Standard Agreement Page4 Approved as to For111 / Assistant Attorney General/ 09 .29,l5 Today's Date 07/10/2019 Fund/Department 116-Public Health Kittitas County Review Form Grants & Contract Agreement Agenda Date Contract/Grant Information Contract /Grant Agency: CWU Food Service Agree ment 'b }l.1 /1 ~1 Period Begin Date: 07/01/2019 I I Period End Date: 06/30/2022 Total Grant/Contract Amount: KCPHD to bill hourly rate of $190.00 and not to exceed $30,000.00 for the term of the ag reement. Grant/Contract Number: Contract/Grant Summary: The agreement between Central Washington University and Kittitas County Public Health Department allows the county to provide food inspections and training at the rate of $190.00 per hour, with a maximum allowable of $30,000.00 for the term of the agreement. Recommendation for Board of Health and Board of Health Review on i.t or, and Board of Health Review and Comment : e Date Date Signature of Board of Health member Date Financial Information Total Amount$ 30,000.00 State Funds$ 0 Federal Funds$ 0 Percentage County Funds Matching Funds$ CFDA# Grant/Contract Review Page 1 In-Kind$ Explain Is Equipment being purchased? Who owns equipment? New Personnel being hired? Contact HR hiring -reporting requirements Future impacts or liability to Kittitas County: Budget Information Budget Amendment Needed? YesO attach budget form NoO Why not New Division Created? Revenue Code 116.615.06.346.22 Pass Through Information Agency to Pass Through Amount to Pass Through $ Sub-Contract Approved Date : Prosecutor Review I Has the Prosecutor reviewed this agreement? ] Yes D No D County Departments Impacted Auditor Facilities Maintenance Information Services Human Resource Prosecutor Treasurer Submitted I Signature: Department: I Date: Assignment of Tracking Information Auditor's Office Human Resource Prosecutor's Office Who Signed the grant application [, Reviewer I Date Grant/Contract Review Page 2