Loading...
HomeMy WebLinkAboutPSA FISH Out of Home ServicesPROFESSIONAL SERVICES 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 1st of July, 2020 for a period of 30 days. This Agreement may be renewed for additional 30-day periods upon execution of an amendment for renewal by the parties. 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 (PatenVCopyright lnfringement) and 24 (Confidentiality), are totally and fully part of this Agreement and have been mutually negotiated by the parties. Professional Services Agreement Page I of 21 lN WITNESS WHEREOF, the parties have executed this Agreement this _ day of _, 2020. APPROVED BOARD OF COUNW COMMISSIONERS KITTITAS COUNW,INGTON sig of natory (Date Print Na of Signatory tssroner lllllll,l Attest:MI c Dcfurl of Board Gontractor Address: FISH Community Food Bank 804 Elmview Rd Ellensburg, WA 98926 Project Gontact: Peggy Morache Executive Director Professional Services Agreement Page 2 of 21 courvfl Approved as to Form l1|ilil By:*-o P Attorney County's Ad Kittitas County 205 West Sth 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, orfacilities 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 otherwise by the County, Contractor shall per-form 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. "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. 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. 4.2 4.3 5. Accountinq and Pavment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit "8". Where Exhibit "B" requires payments by the County, payment shall be based upon billings, supported unless otherwise provided in Exhibit "B", by 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 seryice pursuant to the fee schedule set forth in Exhibit "8". Professional Services Agreement Page 3 of 21 6. Assiqnment and Subcontractinq: No portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and pr"ior" rrrrr"itten approval of the County. 7. lndependent Contractor: The Contractor's services shallbe furnished bythe Contractor 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 pedormed shall be made and performed pursuant to this Agreement by the Contractor as an i ndependent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Exhibit "8" and the Contractor is not entitled to any County benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas County 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 breach of the provisions of this paragraph. B. No Guarantee of Employment: The performance of all or part of this Agreement by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any sub-Contractor or any employee of any sub-Contractor by the County at the present time or in the future. (,) T^.,^^'it. r dl^Eo. 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 at 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 Contractor'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 CoLrnty 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. Professional Services Agreement Page 4 of 21 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 pertinent 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 allChange 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 forlh 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 Professional Services Agreement Page 5 of 21 revising design already completed, revising calculations already performed, and revising documents. 13. Termination for Default: lf the Contractor defaults by failing to perform any of the obligations of the Agreement or becomes insolvent or is declared bankrupt or commits any act 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 further 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 completing the work, and ail damage sustained, or which may be sustainecj 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 Convenience paragraph hereof. 14. Termination for Public Convenience: The County may terminate the Agreement in whole or in part 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 actualwork performed at unit contract prices for completed items of work. ln the event of such termination, an equitable adjustment shall be made in {1-.a aamnanoa{ian narrahla fn f-nnfranfnrLl lg uvl I lwIJl locrllvl I yqyqvlv !v vvr r(r qvrvr . 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 ieim, whether for default or convenienCe, shall not cohstitute a breach of contract by the County. 15. Defense & I ndemnitv Aq ment: 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 beeause 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 Professional Services Agreement Page 6 of 21 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 ln 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 hoice 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. Withholding Pavment: ln the event the Contractor has failed to perform any obligation to be performed by the Contractor underthis 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-Allocation 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 flscal period. No penalty or expense shall accrue to the County in the event this provision applies 20. Contractor Co mitments. Warranties and presentations: 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, Professional Services Agreement PageT of21 20.3 This Agreement has been validly executed by an authorized representative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractot". 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 necessary for the performance 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 iudgment 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 its obligations under this Agreement. 20.6 None of the representations or warranties in this Agreement, and none of the documents, 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 will omit to state a material fact necessary to make the statements of fact contained therein not misleading. 21. PatenVCopvright lnfringement 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 costs and damages attributable to any such claims that are finally awarded against the ^^..-1--:- --.. ^^r:^- C\,,^L J^f^^^^ ^^l ^^.,*.^nla ^r^ ^^n-{iti^^az.l rrnan lha {nllarr-rinn'r-OUnfy in any aCIiUtl. DUL;ii UgiEilSE dllU pdylllvlil.S dlE vwll\lrtrulrEu LrP\rrr rrr(t r\rlrwvvlrrV. 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 c,ontinue uslng the information, !n the event such claim of infringement is made, provided no reduction in performance or loss results to the CountY. 22. Disputes 22.1 General Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents shall be brought to the attention of the Corrntry at the earliest oossible time in order that such matters mav be settledv-vui iit - ''t 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 final and conclusive, Professional Services Agreement Page 8 of 2'l 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 insofaras 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 additional time 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 supporling documents evidencing the amount or extension of time claimed to be due. 23. Ownership of ltems 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. Confidentialitv: 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 Professional Services Agreement Page 9 of 21 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 department head of the department for whom services are rendered, and to the Kittitas County 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. Severabilitv: 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 strict 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 an)/ such provisions, rights or remedies in that or any other instance; rather the same shall be and remain in full force and effect. 27.2 This Agr"eement embodies the entire Agreement 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 shallbe valid unless set forth in a written instrument signed by the party to be bound thereby. 27.3 The rights and remedies of the County set forth in any provision of this n ^-^^-^^+ ^-^ ;^ ^1"{i+;^^ +^ ^^/.1 ala na+ in anrr rrrarr limi! onrr nfhar rinhfe nfAgiggiiie'iiL Aiti iii atUUiiiuii iU <iiiU U\., Ii\,rt lil ciiiJv vvcl,v iirtrtt <iilJv L,(rrr-r rrVrrrr vr 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 cqnvenjengg of reference only and are not lntende-d to restrict, affect o1. 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. Surviva!: The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16, 17 ,'18, 19, 20,21,22,23,24,28, 30, 31, and 32 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. Professional Services Agreement Page 10 of21 30. Nondiscrimination: 30.1 The County is an equal opportunity employer 30.2 ination in Em 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 Nondiscrimi on 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 Professional Services Agreement Page11of21 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 eontraetoris responsible for"obtaining and eompleting all required government forms 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. Debaf_ment Certifi_catio n : 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 or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making 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 ."vith Kittitas Ccunty had cne cr mcre public transactions (Federal, State, or local) terminated for cause of default. 33. Backqround Checks: Contractor shall ensure that all employees and or volunteers meet background check requirements pursuant to RCW 43.43.830-840 34: Vehicles, Licenses, and IngulanQg. 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. 35. Federal Emerqenev anaoement Aoencv: Serrriec srrnnortinn non-eonorenate shelterino must meet the requirements of the'Y"rr Ei!'u vuiri,'Jr Federal Emergency Management Agency (FEMA) and shall not extend beyond a 30- day duration per the Public Assistance Program and Policy Guide (Chapter 2: Vl.B.lO.b Professional Services Agreement Fage 12 of21 Sheltering). The County will be responsible for seeking necessary FEMA authorization and non-congregate sheltering extensions as required by law. Professional Services Agreement Page 13 of 21 EXHIBIT "A'' SCOPE OF WORK ln addition to providing all material and labor, the Contractor shall perform the following services as detailed below upon Service Activation. Service Activatibn is defined as the point in time in which the Contractor is notified by the County, in writing, that the service is needed to commence immediately. Service Activation will be determined solely by County Health Otficials relying on available data and experttse of health offtctals demonstrating an imminent need for services, and once services are activated, responsibilities of this contract will begin and will continue as outlined below. Contractor shall have 24 hours' notice from time of service activation notification for Contractor responsibilities to begin. Service 1: Delivery of groceries to individuals under an isolation or quarantine order who are housed outside of their home. 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 numb,er to Contractor daily. lf no new individuals have been identified, the eontractor will not be eontaeted " Contractor will contact individual, to determine: o Number of household members o Dietary needs c lf more frequent de!i,",ery is needed (more than once per week) due to individual health needs, Contractor will request approval in writing from the EOC or KCPHD . 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 who are housed outside of their home. 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 Professional Services Agreement Pagc 14 of 21 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 . 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 authorized by the EOC or KCPHD. Some individuals may require a combination of Service 'l and 2, in which case the Contractor must get written approval from County before providing both services to a single household. Cost for all grocery 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:. Leaving delivery at a designated location, as determined by recipient's housing situation. Notifying recipient of delivery by phone from the delivery van or by a County designated process as determined by the location. Such a process will be communicated to the Contractor in advance.. Providing deliveries in disposable containers, with no collection of used containers Professional Services Agreement Page 15 of21 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. . Staff time for packing grocery boxes will be compensated at the agreed upon rate of $16.1 0 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 Kiititas County that may require cieiivei-y. . Mileage at .575 cents per miie for travei 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 inciuded in the totai per meai cost. Staff time for delivery of meals will be compensated at the agreed upon rate of $18.98 per hour, not to exceed $37.96 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. o Professional Services Agreement Pagc 16 of 21 a 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 delivery. Not to exceed amount is based on estimated roundtrip mileage (120 miles) to furthest point in Kittitas County that may require delivery. Note: if multiple recipients are receiving services at the same location, Contractor shall bill for staff time and mileage accordingly, charging only single trip mileage and accounting for the staff time used to address multiple recipients at one{ime rather than calculating staff and mileage per individual recipient receiving services. 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 Exhibit D 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 County agrees to make payment for eligible expenses as approved by the Auditor of Kittitas County with County warrants within thirty (30) working days following receipt of Contractor's claim for reimbursement; provided that no payment shall be made in the month during which expenses occurred unless otherwise approved by the County. Professional Services Agreement Page17 of21 EXHIBIT ''C'' PROOF OF INSURANEE 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 otherwise approved by the eounty. 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: ffi Cornmer"cial General Liability lnsurance Coverage limits not less than:. $i,000,000 per occurrencei$2M aggregate ^^Jiti^^L^ I l^l-J^- L/iJ,|iL^^ rr^,.^+.,c l9elUlludl,v r1uluvl - r\ltLltclD vuulll,y. The Certificate must name the County as additional insured . Sixty (60) days written notice to the County bf cancellation of the insurance policy fl Commercial Automobile Liability 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 X Stop Gap/Employers Liability Professional Services Agreement Page 18 of21 Additianal Gaverage May Be Coverage limits not less than:. $1,000,000 each accident. $1,000,000 disease - policy limit. $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 andior 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. f Roltution Liability The Contractor shall provide a Pollution Liability policy, providing coverage for claims involving bodily injury, property damage (including loss of use of tangible property that has not been physically injured), cleanup costs, remediation, disposal 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; and/or. Remediation, abatement, repair, maintenance or other work with lead-based paint or materials containing asbestos; and/oro Transportation of hazardous materials away from any site related to this project Such Pollution Liability policy shall provide the following minimum coverage:r $ per claim. $ annual aggregate Prooertv Damaoe 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 ffi Umbrella Coveraqe Umbrella policies shall provide coverage at least as broad as specified for underlying coverages (CGL, Auto, Employer's Liability) and cover those insured in the underlying policies, including additional insured.. Amount required for this Agreement: $5,000,000 Professional Services Agreement Page 19 of21 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 pro;lerty darrrage. Culttractur's itlsut'allce 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 Gertificate 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 rnay procure and maintain, at the Gontractor'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 Anraarnanf, rvrvvrlrvrrt. Professional Services Agreement Page 20 of 21 EXHIBIT ''D'' See attached cost breakdown spreadsheet. Professional Services Agreement Page21 of21 Exhibit DCost Breakdown for ReimbursementVendor: FISH Community Food Bank5o.oolnvoice total:MonthClient NumberDate of EOC/KCPHD Referralrvice Date lServiceTotal Client CostSo.ooBillable ActivityRateTotal Costtrl