HomeMy WebLinkAboutPSA FISH In Home ServicesPROFESSIONAL S AGREEMENT
This Agreement is made by and between Kittitas County (hereinafter "the County")
and CONTRACTOR FISH Community Food Bank (hereinafter "Contractor"). The County
and Contractor agree as follows:
General Conditions; Exhibit A (Scope of Work); Exhibit B (Compensation);
Exhibit C (Proof of lnsurance); Exhibit D (Cost Breakdown Worksheet)
copies of which are attached hereto and incorporated herein by this reference as fully as if
set forth herein.
The term of this Agreement shall commence on the lBth of May,2020, and continue
for a period of one year or until the end of the COVID-19 Emergency Declaration in Kittitas
County, whichever is first. This Agreement may be renewed for additional one-year periods
during the ongoing state of emergency upon execution of an amendment for renewal by the
parties. Any pady may terminate this Agreement by giving thirty (30) days' notice in writing
either personally delivered or mailed postage-prepaid by certified mail, return receipt
requested, to the party's last known address for the purposes of giving notice under this
paragraph.
Contractor acknowledges and by signing this Agreement agrees that the
lndemnification provisions set forth in Paragraphs 7 (lndependent Contractor), 9 (Taxes),
15 (Defense and lndemnity Agreement), 21 (PatenUCopyright lnfringement) and 24
(Confidentiality), are totally and fully part of this Agreement and have been mutually
negotiated by the parties.
Professional Services Agreement
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lN WITNESS WHEREOF, the parties have executed this Agreement this
-
day
of _, 2020.
APPROVED:
BOARD OF COUNry COMMISSIONERS
KITTITAS COUNry,INGTON
S natory
(Date
/-
e of Signatoryrint a
Commissioner
Attest
Dtn"t- y Board !of
'l1il I I t\l\\
Contractor Address:
FISH Community Food Bank
804 Elmview Rd
Ellensburg, WA 98926
Project Contact:
Peggy Morache
Executive Director
Professional Services Agreement
Page2 ol 20
Approved as to Form
By:.ktr84"?
Deputy P ng Attorney
County's Address:
Kittitas County
205 West 5th Avenue, Suite 108
Ellensburg, WA 98926
Project Contact:
Chelsey Loeffers
Health Promotion Supervisor
GENERAL CONDITIONS
1. Scope of Contractor's Services:
Contractor agrees to provide to the County services and any materials set forth in the project
narrative identified in Exhibit "A" during the Agreement period. No material, labor, or facilities
will be furnished by the County, unless otherwise provided for in the Agreement.
2. Performance of Work:
Contractor shall perform work in accordance with, and shall comply with, all of the provisions
of this Agreement. All work shall comply with applicable codes and ordinances.
3. Schedule of Performance:
Unless directed othenruise by the County, Contractor shall perform the work in accordance
with any schedules made a part of this Agreement.
4. Definitions:4.1 "Additional lnsureds" means the County, its successors and assigns, and
the respective directors, officers, employees, agents and representatives of
the County and its successors and assigns.4.2 "Support" means the following: Contractor's directors, officers, employees,
agents and representatives; and sub-Contractors of any tier; the respective
directors, officers, employees, agents and representatives of these sub-
Contractors of any tier; and any other person or entity acting under the
direction or control of, or on behalf of, Contractor or any Contractor's sub-
Contractors of any tier in connection with or incident to the performance of the
Work or this Agreement.4.3 The "Work" means all of the duties listed in Exhibit A and the performance of
all other obligations, under this Agreement by Contractor or its Support.
5. Accountinq and for Contractor Services
Payment to the Contractor for services rendered under this Agreement shall be as set forth
in Exhibit "8". Where Exhibit "8" requires payments by the County, payment shall be based
upon billings, supported unless othenauise provided in Exhibit "8", bV documentation of units
of work actually performed and amounts earned, including where appropriate, the actual
number of days worked each month, total number of hours for the month, and the total dollar
payment requested. Unless specifically stated in Exhibit "B" or approved in writing in
advance by the Kittitas County Board of Commissioners, the County will not reimburse the
Contractor for any costs or expenses incurred by the Contractor in performance of this
Agreement.
Where required, the County shall, upon receipt of appropriate documentation, compensate
the Contractor, no more often than monthly, through the County voucher system, for the
contractor's service pursuant to the fee schedule set forth in Exhibit "B".
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6 Assionment and Srrhcontractino:
No portion of this Agreement may be assigned or subcontracted to any other individual, firm
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7. lndependent Contractor:
The Contractor's services shall be furnished bythe eontractor as an independent Contractor
and nothing herein contained shall be construed to create a relationship of employer-
employee or master-servant, but all payments made hereunder and all services performed
shall be made and performed pursuant to this Agreement by the Contractor as an
independent Contractor.
The Contractor acknowledges that the entire compensation for this Agreement is specified
in Exhibit "B" and the Contractor is not entitled to any County benefits including, but not
limited to: vacation pay, holiday pay, sick leave pay, meciicai, dentai, or other insurance
benefits, or any other rights or privileges afforded to Kittitas eounty employees.
Contractor will defend, indemnify and hold harmless the County, its Additional lnsureds,
officers, agents or employees from any loss or expense, including but not limited to
settlements, judgments, setoffs, attorneys' fees or costs incurred by reason of claims or
demands because of bi-each of the provisions of this paragraph.
R Nn Gr rarantee of Fmninvment'
ThhisAgreementbytheContractorshallnotoperatetovest
any employment rights whatsoever and shall not be deemed to guarantee any employment
of the Contractor or any employee of the Gontractor or any sub-Contractor or any employee
of any sub-Contractor by the County at the present time or in the future.
9. Taxes:
The Contractor understands and acknowledges that the County will not withhold Federal or
State income taxes. Where required by State or Federal law, the Contractor authorizes the
County to make withholding for any taxes other than income taxes (i.e. Medicare). All
compensation received by the Contractor will be reported to the lnternal Revenue Service
at the end of the calend ar year in accordance with the applicable IRS regulations. lt is the
responsibility of the Contractor to make the necessary estimated tax payments throughout
the year, if any, and the Contractor is solely liable for any tax obligation arising from the
Contractsr's performance of this Agreement. The Contractor hereby agrees to indemnify
the County against any demand to pay taxes arising from the Contractor's failure to pay
taxes on compensation earned pursuant to this Agreement.
The County will pay sales and use taxes imposed on goods or services acquired hereunder
as required by law. The Contractor must pay all other taxes including, but not limited to:
Business and Occupation Tax, taxes based on the Contractor's gross or net income, or
personal property to which the County does not hold title. The County is exempt from
Federal Excise Tax.
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10. Regulations and Requirement:
This Agreement shall be subject to all laws, rules and regulations of the United States of
America, and State of Washington, and political subdivisions of the State of Washington,
and to any other provisions set forth herein or in the attached exhibits.
11. Right to Review:
This contract is subjectto review by any Federalor State auditor. The County or its designee
shall have the right to review and monitor the financial and service components of this
program by whatever means are deemed expedient by the County. Such review may occur
with or without notice, and may include, but is not limited to, on-site inspection by County
agents or employees, inspection of all records or other materials which the County deems
pedinent to the Agreement and its performance, and any and all communications with or
evaluation by service recipients under this Agreement. The Contractor shall preserve and
maintain all financial records and records relating to the performance of work under this
Agreement for 6 years after contract termination, and shall make them available for such
review, within Kittitas County, State of Washington, upon request.
12. Modifications:
12.1 Either party may request changes in the Agreement. Any and all agreed
modifications shall be in writing, signed by each of the parties.
12.2 The County may, at any time, by written notice thereof to Contractor ("Change
Notice") makes changes in the Work within the general scope of this
Agreement, including, but not limited to: (a) changes in, revisions to,
substitutions for, additions to or deletions of any Work; (b) changes in
schedule; and (c) acceleration, deceleration or suspension of performance of
any Work.
12.3 lf any change in the Work causes an increase or decrease on Contractor's
cost of, or the time required for, performance of the Work, an equitable
adjustment in the compensation to Contractor and in the schedule for the
performance of the Work shall be made to reflect such an increase or
decrease.
12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable
equitable adjustment, Contractor shall proceed in accordance with all Change
Notices. Contractor must, within thirty (30) days after receipt of any Change
Notice that does not set forth any acceptable adjustment, submit to the County
a written statement setting forth any adjustment claimed.
12.5 lf any change results in a decrease in the Work performed, Contractor shall
be entitled to compensation associated with changing the Work, such as
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revising design already completed, revising calculations already performed,
and revising documents.
13. Termination for Default:
if the Contractor defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent or is declared bankrupt or commits any aet of bankruptcy or insolvency
or makes an assignment for the benefit of creditors, the County may, by depositing written
notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at
the County's option, obtain performance of the work elsewhere. lf the Agreement is
terminated for default, the Contractor shall not be entitled to receive any fudher payments
under the Agreement until all work called for has been fully performed. Any extra cost or
damage to the County resulting from such default(s)shall be deducted from any money due
or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by
the County in compleiing the work, ancj ail ciamage sustaineci, or which may be sustaineci
by the County by reason of such default.
lf a notice of termination for default has been issued and it is later determined for any reason
that the Contractor was not in default, the rights and obligations of the parties shall be the
same as if the notice of termination had been issued pursuant to the Termination for Public
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14. Terminatiein feir" Publie eonvenience:
The County may terminate the Agreement in whole or in parl whenever the County
determines, in its sole discretion that such termination is in the best interests of the County.
Whenever the Agreement is terminated in accordance with this paragraph, the Contractor
shall be entitled to payment for actual work performed at unit contract prices for completed
items of work. ln the event of such termination, an equitable adjustment shall be made in
the compensation payable to Contractor.
An equitable adjustment in the contract price for partially completed items of work will be
made, but such adjustment shall not include provision for loss of anticipated profit on deleted
or uncompleted work. Termination of this Agreement by the County at any time during the
term, whether for default or convenience, shall not constitute a breach of contract by the
County.
15. Defense & lndemnity Aqreement:
The Contractor agrees to and shall defend, indemnify and hold harmless the County, its
Additional lnsureds, appointed and elective officers, agents and employees, from and
against all loss or expense, including but not limited to judgments, settlements, attorney's
fees and costs by reason of any and all claims and demands upon the County, its Additional
lnsureds, its elected or appointed officials, agents, or employees for damages because of
personal or bodily injury, including death at any time resulting therefrom, sustained by any
person or persons and on account of damage to property including loss of use thereof,
whether such injury to persons or damage to property is due to the negligence of the
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Contractor, its sub-Contractors, its elected officers, employees or their agents, except only
such injury or damage as shall have been occasioned by the sole negligence of the County,
its Additional lnsureds, appointed or elected officials, agents, or employees. lt is further
provided that no liability shall attach to the County by reason of entering into this contract,
except as expressly provided herein.
16. lndustrial lns rance Waiver:
With respect to the performance of this Agreement and as to claims against the County, its
Additional lnsureds, officers, agents and employees, the Contractor expressly waives its
immunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance Act,
for injuries to its employees and agrees that the obligations to indemnify, defend and hold
harmless provided in this agreement extend to any claim brought by or on behalf of any
employee of the Contractor. This waiver is mutually negotiated by the parties to this
Agreement.
17. Venue and Choice of Law:
ln 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.
18. Withholdinq Payment:
ln the event the Contractor has failed to perform any obligation to be performed by the
Contractor under this Agreement within the time set forth in this Agreement, then the County
may, upon written notice, withhold all monies due and payable to Contractor, without
penalty, until such failure to perform is cured or otherwise adjudicated.
19. Future Non-Al n of Funds:
lf 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. No penalty or expense shall
accrue to the County in the event this provision applies.
20 Contractor Commitments Warranties and Reoresentations:
The Contractor represents and warrants to the County as follows:20.1 The Contractor is duly incorporated, validly existing and in good standing
under the laws of the State of Washington, and has all requisite corporate
power and authority to enter into and to perform its obligations under this
Agreement.
20.2 The Contractor has the authority to execute this Agreement, to make the
representations and warranties set forth in it and to perform the
obligations of the Contractor under this Agreement in accordance with its
terms.
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20.3 This Agreement has been validly executed by an authorized
representative of the Contractor and constitutes a valid and legally
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20.4 The Contractor has or will obtain prior to the commencement date such
licenses, permits and other authorizations from federal, state and other
governmental authorities, as are neeessary for the performanee of its
obligations under this Agreement.
20.5 The Contractor is not in violation of any applicable law, ordinance or
regulation the consequence of which will or may materially affect
Contractor's ability to perform its obligations under this Agreement. The
Contractor is not subject to any order or judgment of any court, tribunal or
governmental agency which materially and adversely affects its
operations or assets in the State of Washington, or its ability to perform
rts obiigations uncier this Agreement.
20.6 None of the representations or warranties in this Agreement, and none of
the doeuments, statements, certificates or schedules furnished or to be
furnished by Contractor pursuant hereto or in connection with the
performance of the obligations contemplated under this Agreement,
contains or will contain any untrue statement of a material fact or omits or
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contained therein not misleading.
21. P atent/Coovrioht I nfrinoement:
Contractor will defend and indemnify the County from any claimed action, cause or demand
brought against the County; to the extent such action is based on the claim that information
supplied by the Contractor infringes any patent or copyright. The Contractor will pay those
eosts and damages attributable to any such claims that are finally awarded against the
County in any action. Such defense and payments are conditioned upon the following:
21 .1 Contractor shall be notified promptly in writing by County of any notice of such
claim.
21.2 Contractor shall have the right, hereunder, at its option and expense, to obtain
for the County the right to continue using the information, in the event such
claim of infringement is made, provided no reduction in peformance or loss
results to the County.
22. Disputes:
22.1 Genera
Differences between the Contractor and the County, arising under and by
virtue of the Agreement Documents shall be brought to the attention of the
County at the earliest possible time in order that such matters may be settled
or other appropriate action promptly taken. Except for such objections as are
made of record in the manner hereinafter specified and within the time limits
stated, the records, orders, instructions, and decisions of the Kittitas County
Commissioners shall be finai and conclusive.
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22.2 Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which
otherwise may be payable, or to extension of time for (1) any act or failure to
act by the County, or (2) the happening of any event or occurrence, unless
the Contractor has given the County a written Notice of Potential Claim within
ten (10) days of the commencement of the act, failure, or event giving rise to
the claim, and before final payment by the County. The written Notice of
Potential Claim shall set forth the reasons for which the Contractor believes
additional compensation or extension of time is due, the nature of the cost
involved, and insofar as possible, the amount of the potential claim. Contractor
shall keep full and complete daily records of the work performed, labor and
material used, and all costs and additionaltime claimed to be additional.
22.3. Detailed Claim
The Contractor shall not be entitled to claim any such additional
compensation, or extension of time, unless within thirty (30) days of the
completion of the portion of the work from which the claim arose, and before
final payment by the County, the Contractor has given the County a detailed
written statement of each element of cost or other compensation requested
and of all elements of additional time required, and copies of any supporting
documents evidencing the amount or extension of time claimed to be due.
23. Ownershio of Items Produced
All writings, programs, data, public records or other materials prepared by the Contractor
and/or its consultants or sub-Contractors, in connection with performance of this Agreement
shall be the sole and absolute property of the County.
24. Confidentiality:
The Contractor, its employees, sub-Contractors, and their employees shall maintain the
confidentiality of all information provided by the County or acquired by the Contractor in
performance of this Agreement, except upon the prior written consent of the Kittitas County
Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over
the County. Contractor shall immediately give to the County notice of any judicial
proceedings seeking disclosure of such information. Contractor shall indemnify and hold
harmless the County, its Additional lnsureds, officials, agents or employees from all loss or
expense, including, but not limited to settlements, judgments, setoffs, attorneys'fees and
costs resulting from Contractor's breach of this provision.
To the extent that any information obtained by the Contractor is required to be shared with
or provided to others by the terms of the Statement of the Work, this provision is not
breached by such acts.
25. Notice:
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Except as set forth elsewhere in the Agreement, for all purposes under this Agreement,
except service of process, notice shall be given by the Contractor to the depadment head
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Commissioners, 205 W sth Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractor
for all purposes under this Agreement shall be given to the address reflected on the
signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class,
postage prepaid.
26. Severability:
lf 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 term, condition or application. To
this end, the terms and conditions of this Agreement are declared severable.
27. Miscellaneous:
27.1 The County's failure or delay to insist upon striet performance of any of the
provisions of this Agreement or to exercise any rights or remedies under this
Agreement shall not be construed as a waiver or relinquishment to any extent
of its right to assert or rely upon any such provisions, rights or remedies in that
orany- other instance; rathei'the same shall be and remain in full force and
effect.
27.2 This A.gr-eement embodies the entir"e A.greement between the County and
Contractor, and supersedes any and all prior agreements, regarding the
Work. No change, amendment or modification of any provisions of this
Agreement shall be valid unless set forlh in a written instrument signed by the
pady to be bound thereby.
27.3 The rights and remedies of the County set forth in any provision of this
Agreement are in addition to and do not in any way limit any other rights of
remedies afforded to the County by any other provisions of this Agreement,
by any of Contractor's Support or by law.
27.4 The headings of 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 provisions of such
sections or paragraPhs.
28. Waiver:
Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any
prior or subsequent breach. No terms or conditions of this Agreement shall be held to be
waived, modified or deleted except by an instrument, in writing, signed by the parties hereto.
29. Survival:
Theprovisionsof paragraphsT, g, 11,13,14,15,16, 17, '18, 19,20,21,22,23,24,28,30,
31, and 32 shall survive, nohwithstanding the termination or invalidity of this Agreement for
any reason.
Professional Services Agreement
Page 10 of20
30. Nondiscrimi nation
30.1 The County is an equal opportunity employer
30.2 Nondiscrimination in Employment
ln the performance of this Agreement, the Contractor will not
discriminate against any employee or applicant for employment on the
grounds of race, creed, color, national origin, sex, sexual orientation,
marital status, age or the presence of any sensory, mental or
physical handicap; provided that the prohibition against discrimination
in employment because of handicap shall not apply if the particular
disability prevents the proper performance of the particular worker
involved. The Contractor shall ensure that applicants are employed,
and that employees are treated during employment without
discrimination because of their race, creed, color, national origin, sex,
sexual orientation, marital status, age or the presence of any sensory,
mental or physical handicap. Such action shall include, but not be
limited to: employment, upgrading, demotion or transfers, recruitment or
recruitment advertising, layoff or termination, rates of pay or other
forms of compensation, and programs for training including
apprenticeships. The Contractor shall take such action with respect to
this Agreement as may be required to ensure full compliance with
local, state and federal laws prohibiting discrimination in employment.
30.3 Nondiscrimination in Services
The Contractor will not discriminate against any recipient of any services
or benefits provided for in this Agreement on the grounds of race,
creed, color, national origin, sex, sexual orientation, marital status, age or
the presence of any sensory, mental or physical handicap.
30.4 lf any assignment and/or subcontracting has been authorized by the
County, said assignment or subcontract shall include appropriate
safeguards against discrimination. The Contractor shall take such
action as may be required to ensure full compliance with the
provisions in the immediately preceding paragraphs herein.
31. Prevailing Waqe:
Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics
employed in the performance of any part of the Work in accordance with RCW 39.12
and the rules and regulations of the Department of Labor and lndustries. The schedule
of prevailing wages rates for the locality or localities of the Work is determined by the
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lndustrial Statistician of the Department of Labor and lndustries. lt is the Contractor's
responsibility to verify the applicable prevailing wage rate. lt is understood that the
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and submitting same to the proper authorities.
Disputes regarding prevailing wage rates shall be referred for arbitration to the Director
of the Department of Labor and lndustries. The arbitration decision shall be final and
conclusive and binding on all parties involved in the dispute as provided for by RCW
39.12.060.
32. Debarment Certification:
The Contractor certifies that it.
32.1 ls not presently debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded from covered transactions by any Federal
department or agency.
32.2 Has not within a three-year period preceding the execution of this contract
with Kittitas County, been convicted of or had a civiljudgment rendered
against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public or private
agreement oi'transaction, violation of Federal or State antitt"ust statutes or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, mak-ing false statements, tax evasion, receiving
stolen property, making false claims, or obstruction of justice.
32.3 ls not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of
the offenses enumerated in paragraph 32.2 of this section.
32.4 Has not within a three-year period preceding the preceding the execution
of this contract with Kittitas County had one or more public transactions
(Federal, State, or local) terminated for cause of default.
33. Background Checks. Contractor shall ensure that all employees and or volunteers
meet background check requirements pursuant to RCW 43.43.830-840.
34 Vehicles. Licenses a nd lnsurance:County will not provide vehicles for Contractor's
use. Contractor shall ensure that all driver's performing any services under this contract
hold a valid Washington State Driver's License and ensure that insurance requirements
found in Exhibit C are met.
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EXHIBIT ''A''
SCOPE OF WORK
ln addition to providing all material and labor, the Contractor shall perform the following
services as detailed below:
Service 1:
Delivery of groceries to individuals under an isolation or quarantine order. Groceries will
be delivered once per week, for a total of two weeks unless extended by order of the
Emergency Operations Center (EOC) or Kittitas County Public Health Department
(KCPHD). Grocery amount and variety will be determined by Contractor through direct
communication with the individual.. The EOC or KCPHD will identify individuals, and provide name, contact
information, and client number to Contractor daily. lf no new individuals have
been identified, the Contractor will not be contacted. Contractor will contact individual, to determine:
o Number of household members
o Dietary needs
o lf more frequent delivery is needed (more than once per week) due to
individual health needs, Contractor will request approval in writing from the
EOC or KCPHD
o Contractor will prepare grocery delivery packages based on individual need using
food from Contractor food bank and pantry
. Contractor will deliver groceries once per week, following safety procedures
outlined below to limit any contact with recipient
OR
Service 2:
Delivery of prepared meals to individuals under an isolation or quarantine order. Meals
will be delivered once per day, excluding weekends which will be covered by frozen
meals provided with the Friday delivery, for a total of two weeks unless extended by
order of the EOC or KCPHD. Number of meals and variety will be determined by
Contractor through direct communication with the individual.. The EOC or KCPHD will identify individuals, and provide name contact
information, and client number to Contractor daily. lf no new individuals have
been identified, the Contractor will not be contacted. Contractor will contact individual, determine:
o Number of household members
o Dietary needs
Professional Services Agreement
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. Contractor will prepare meals at their designated facility
. Contractor will deliver meals once per day, following safety procedures outlined
below to limit any contact with recipient
Services will be provided for a two-week period for each individual, unless otherwise
authoi'ized by the EOC or KCPHD.
Some individuals may require a combination of Service 1 and 2, in which case the
Contractor must get written approval from County before providing both services to a
single household.
Cost for allgrocery and prepared meal delivery will be paid by the County. When individuals
are no longer under isolation or quarantine orders, the services outlined above will no longer
be eligible for reimbursement by the County. The Contractor may elect to continue services
at cost to their organization.
Safety procedures: Contractor will take all necessary steps to limit any contact with
individuals receiving grocery or mealdelivery. Steps will include:
n Leaving delivery on r"ecipient's doorstepo Notifying recipient of delivery by phone from the deiivery van
. Providing deliveries in disposable containers, with no collection of used containers
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EXHIBIT ''B''
COMPENSATION
As full compensation for satisfactory performance of the work, the County shall pay
Contractor compensation as follows.
Contractor will invoice the County for costs related to grocery delivery, not to exceed
$367.32 for each recipient for a two-week period:
. Cost per pound of food provided from FISH pantry and warehouse, per USDA
designated value of $2.00 per pound, not to exceed $60.00 per grocery delivery.
Total cost is estimated on average 30 pounds of food distribution.o Staff time for packing grocery boxes will be compensated at the agreed upon rate
of $16.10 per hour, not to exceed $16.10 per grocery delivery. Hourly rate is based
upon average rate for FISH support staff.
. Staff time for delivery of grocery boxes will be compensated at the agreed upon
rate of $18.98 per hour, not to exceed $37.96 for any one grocery delivery. Hourly
rate is based upon average rate for FISH delivery drivers and estimated round trip
drive time (2 hours) to furthest point in Kittitas County that may require delivery.. Mileage at .575 cents per mile for travel from Contactor address at 804 Elmview
Road, Ellensburg to recipient address and back, not to exceed $69.00 per
grocery delivery. Not to exceed amount is based on estimated roundtrip mileage
(120 miles) to furthest point in Kittitas County that may require delivery.
Contractor will invoice the County for costs related to prepared meal delivery, not to
exceed $1,376.60 for each recipient for a two-week period:
Cost per meal provided, not to exceed $21.50 per individual per day or a total of
$301.00 per two-week period.
o Breakfast: $3.50o Lunch: $5.00o Dinner: $8.00o Snack: $3.00
Preparation time for prepared meals is not eligible as a separate reimbursable
cost, as it is included in the total per meal cost.
Staff time for delivery of meals will be compensated at the agreed upon rate of
$18.98 per hour, not to exceed $37.90 for any one meal delivery. Hourly rate is
based upon average rate for FISH delivery drivers and estimated round trip drive
time (2 hours) to furthest point in Kittitas County that may require delivery,
a
Professional Services Agreement
Page 15 of20
o
a
a Mileage at .575 cents per mile for travel from Contactor address at 804 Elmview
Road, Ellensburg to recipient address and back, not to exceed $69.00 per meal
deiivery. Not to exceed amount is based on estimated roundtrip mileage (120
miles) to furthest point in Kittitas County that may require delivery.
Reimbursement Proced ures
a. Contractor shall submit lnvoices once a month, which may be emailed to Tina
Rowan, Kittitas County Public Health Department,
tina. rowan. ph@co. kittitas.wa. us
b. All invoices must include the Contract Number.
c. All invoices must include breakdown of costs using the invoicing template found
in Evhihi{ l-\ll I L I llulf u
d. All invoice corrections must be submitted no later than sixty (60) days after
the last day of the month in which those operating expenses occurred, except
at the end of the fiscal year, when all invoices and corrections must be
submitted by the fifth (sth) working day of the month following the end of the
fiscal year.
e. The Ccunty agrees to make payment for eligible expenses as appro\",ed by
the Auditor of Kittitas County with County warrants within thirty (30) working
days following r"eeeipt of Contraetor's claim for reimbr-rrsement; provided that
no payment shall be made in the month during which expenses occurred
unless otherwise approved by the County.
Professional Services Agreement
Page 16 of20
EXHIBIT "C''
PROOF OF INSURANCE
The Contractor shall secure and maintain in effect at all times during performance of the
Work such insurance as will protect Contractor, its Support and the Additional lnsureds
from all claims, losses, harm, costs, liabilities, damages and expenses arising out of
personal injury (including death) or property damage that may result from performance of
the work or this Agreement, whether such performance is by Contractor or any of its
Support.
All insurance shall be issued by companies admitted to do business in the State of
Washington and have a rating of A-, Class Vll or better in the most recently published
edition of Best's Reports unless othenryise approved by the County. lf 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.
The Contractor shall provide proof of insurance for:
I Commercial General Liability lnsurance
Coverage limits not less than:. $1,000,000 per occurrence/$2M aggregateo Certificate Holder - Kittitas County. The Certificate must name the County as additional insured. Sixty (60) days written notice to the County of cancellation of the insurance
policy
I Commercial Automobile Liabilitv lnsurance (if ANY use of vehicle in performance)
Automobile Liability for owned, non-owned, hired, and leased vehicles (MCS 90
endorsement and a CA 9946 endorsement must be attached if 'pollutants' are to be
transported). Coverage limits not less than:. $1,000,000 combined single limit. Thirty (30) days written notice to the County of cancellation
of the insurance policy.
ffi Workers' Compensation
Workers'Compensation in amounts required by law
I Stop Gap/Employers Liabilitv
Professional Services Agreement
Page 17 of 20
Additional Be
Coverage limits not less than:. $1,000,000 each accident. $1,000,000 disease - poiicy limitn $'1,000,000 disease * each employee. Thirty (30) days written notice to the County of cancellation
of the insurance policy.
Professional Liability
The Contractor and/or its Subcontractor and/or its consultant providing
professional services shall provide evidence of Professional Liability lnsurance
covering professional errors and omissions. Such policy must provide the following
minimum limits:. $1,000,000 per claim. $2,000,000 annual aggregate
' lf insurance is on a claims-made form, its retroactive date, and that of all
subsequent renewals, shall be no later than the effective date of this
Agreement.
I Pottution Liability,
The Contracior shaii provicie a Poiiution l-iabiiity poiicy, provicling eoverage for
claims involving bodily injury, property damage (including loss of use of tangible
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or other handling of pollutants, including costs and expenses incurred in the
investigation, defense, or settlement of claims arising out of:
. Contractor's operations related to this project; andior. Remediation, abatement, repair, maintenance or other work with lead-based
paint or materials containing asbestos; andior. Transportation of hazardous materials away from any site related to this project
Such Pollution Liability policy shall provide the following minimum coverage.. $ per claim. $ annual aggregate
Property Damage
The Contractor shall provide a policy that covers damage to Kittitas County
facilities, including buildings, equipment, grounds, etc. Such policy shall provide
the following minimum coverage:o $ per occurrence
X Umbr:ella Coverase
Umbrella polieies shail provide eoverage ai least as broad as specified for
underlying coverages (CGL, Auto, Employer's Liability) and cover those insured in
the underlying policies, including additionai insured.
. Amount required for this Agreement: $5,000,000
Professional Services Agreement
Page 1B of20
Contractor shall furnish the County a Certificate of lnsurance to include the Policy
Endorsements/Exclusions as evidence that policies providing insurance required by this
Agreement are in full force and effect. Contractor 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. Contractor's insurance policies
required above shall be primary insurance and shall be non-contributing with any
other insurance maintained by Kittitas County.
The Contractor shall assume full responsibility for all loss or damage from any cause
whatsoever to any tools, Contractor's employee-owned tools, machinery, equipment, or
motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers
or Contractors as well as to any temporary structures, scaffolding and protective fences.
The Contractor 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
lnsurance with Endorsements/Exclusions, properly completed and in the amount
required, is attached hereto.
Failure of the Contractor to fully comply with the above insurance requirements during
the term of the Agreement shall be considered a material breach of contract and cause
for immediate termination of the Agreement at the County's discretion. Alternatively, the
County may procure and maintain, at the Contractor's sole expense, insurance to the
extent deemed proper up to the amount of the required coverage(s). The County may
offset the cost of such insurance against payment due to the Contractor under this
Agreement.
Professional Services Agreement
Page 19 of20
EXHIBIT ''D''
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Professional Services Agreement
Page21 of 20
Exhibit DCost Breakdown for ReimbursementVendor: FISH Community Food BankSo.ooMonth:lnvoice total:Client NumberDate of EOC/KCPHD ReferralService DateServiceTotalclient costSo.ooBillableRateCost