HomeMy WebLinkAboutPSA - Fish In Home ServicesKittitas County
Review Form
Grants & Contract Agreement
Contract/G ra nt I nformation
Recommendation for Board of Health Review on
Verification the Contracting Agency is not Suspended/Disbarred:
E Agency is not suspended/disbarred f Not Checked (reason)
Financial lnformation
Today's Date
08/L8/2022 PA Camas Request #:b4nrutp
Fund/Department
116-Public Health Agenda Date: Q lV l7f
Contract /Grant Agency: FISH ln Home Services
Period Begin Date: 08/0L/2022 Period End Date: 07/30/2023
Total Grant/Contract Amount: NTE 5367.32 per recipient
Grant/Contract N u mber:
Contract/Grant Summary:
PSA between Kittitas County and FISH Community Food Bank provides groceries and prepared meals to food
insecure individuals under isolation or quarantine orders at their place of residence. lt was previously thought that
the Kittitas County Health Network would be able to take over services through alternate funding, but said
funding will end sooner than anticipated and will not adequately meet community need.
Z2Department Head Signature:237Director Date
Kittitas County Prosecutor, Auditor, and Board of Health Review and Comment:
APPROVED AS TO FORM:
Signature of di Date
L 1-
S e
z
ce
a7 ul-
ature of Prosecutor's Office
Grant/Contract Review Page 1
TotalAmount 5 State Funds S Federal Funds S
Percentage County Funds Matching Funds S CFDA#
ln-Kind S
Explain
ls Equipment being purchased?Who owns equipment?
New Personnel being hired?Contact HR hiring - reporting requirements
Future impacts or liability to Kittitas County
Budget lnformation
Budget Amendment Needed?Yes ! attach budget form No f] why not
New Division Created?
Revenue Code 1,1,6.6L2392354101, - ?xhrshn^ codr,-.
Pass Through lnformation
Agency to Pass Through
Amount to Pass Through Expense Code:
Sub-Contract Approved Date
Prosecutor Review
Has the Prosecutor reviewed this agreement?Yes Zl-ttto
Coun De rtments lmpacted
BOCC Approval Needed?
Yes !Non
Staff Mem ber Presenting:
Assignment of Tracking lnformation
Auditor Facilities M aintenance
lnformation Services Human Resource
Prosecutor Treasurer
Auditor's Office
Human Resource
Prosecutor's Office 17\ r LLS4Y/|<)QA k'.4 6/zv7.u
Who Signed the grant application (I
Reviewer Date
Grant/Contract Review Page 2
COVID.19 IN HOME PREPARED MEAL DELIVERY
PROFESSIONAL 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 lstof August,2022, and continue
for a period of one year until August 1, 2023.Ihis Agreement is subject to renewal for
additional successive periods upon the written consent of the Parties at the end of the one
year period. Any party 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 pady'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
Page 1 of 21
n lN WITNESS WHEREOF, the parties have executed this Agreement this
ot Sp P"[ 2022
APPROVED
BOARD OF COUNTY COMMISSIONERS
K , WASHINGTON
S ofS ry
(Date 5 ?a-
blh^,
E , L,hnotas
Prinl ruan/e of sign-tory-
Contractor Address:
FISH Community Food Bank
804 Elmview Rd
Ellensburg, WA 98926
Project Gontact:
Peggy Morache
Executive Director
Professional Services Agreement
Page2 of 21
rrman
ABSENT
Commissioner
Attest
)'1.,
rk of th
Approved as to Form
By aLtrl
Deputy g Attorney
Gounty's Address:
Kittitas County
205 West 5th Avenue, Suite 108
Ellensburg, WA 98926
Project Gontact:
Jesse Cox
Environmental Health 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 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 Payment 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 otherwise provided in Exhibit "8", 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 service 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 prior written approval of the County.
7. lndependent Contractor:
The Contractor's services shall be furnished by the 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 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 "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.
8. 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.
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 calendar 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 indemniff
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.
Professional Services Agreement
Page 4 ol 21
10. Requlations 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. Riqht to Review
This contract is subject to review by any Federal or 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 CounV 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 setforth any acceptable adjustment, submitto 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
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 all damage sustained, or which may be sustained
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 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.
It is anticipated that the Kittitas County Health Network (KCHN) will receive designated
funding to provide care coordination services, overlapping some of the services detailed in
this agreement. lt is the intention of the parties to terminate this contract if KCHN receives
such funds. lf KCHN funding is not eligible to cover all services in this agreement, necessary
changes will be addressed in an amendment to ensure continuation of services.
15. Defense & lndemnitv Aqreement:
Professional Services Agreement
Page 6 of 21
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
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 lnsurance 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 Pavment:
ln the event the Contractor has failed to pedorm 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-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 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
Professional Services Agreement
PageT of21
20.1
20.2
20.3
20.4
20.5
20.6
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.
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.
This Agreement has been validly executed by an authorized
representative of the Contractor and constitutes a valid and legally
binding and enforceable obligation of Contractor.
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.
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
its obligations under this Agreement.
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. PatenUCopyriqht lnfrinqement:
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
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 pedormance or loss
results to the County.
22. Disputes
Professional Services Agreement
Page 8 of 2'1
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
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 final and conclusive.
22.2 Notice of Potential Claims
The Contractor shall not be entitled to additional compensation which
otherurise may be payable, or to extension of time for (1) any act or failure to
act by the Coun$, 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 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 supporting
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
peformance 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
Professional Services Agreement
Page 9 of 21
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:
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. 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 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 any such provisions, rights or remedies in that
or any other instance; rather the same shall be and remain in full force and
effect.
This Agreement 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 shall be valid unless set forth in a written instrument signed by the
pady to be bound thereby.
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.
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.
27.2
28. Waiver:
Professional Services Agreement
Page 10 of21
27.3
27.4
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:
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.
30. Nondiscrimination
30.1 The County is an equal opportunity employer
30.2 Nondiscrimination in Emplovment
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.
Professional Services Agreement
Page11of21
31. Prevailinq 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
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
Contractor is responsible for obtaining and completing 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. Debarment Certification:
The Contractor certifies that it:
321 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 embezzlemenl, 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 othenryise 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. Backqround Checks: Contractor shall ensure that all em ployees and or volunteers
meet background check requirements pursuant to RCW 43.43.830-840
34: Vehicles, Licenses, and lnsurance: County will not provide vehicles for Contractor's
use. Contractor shall ensure that all driver's performing any services under this contract
Professional Services Agreement
Page 12 of 21
hold a valid Washington State Driver's License and ensure that insurance requirements
found in Exhibit C are met.
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:
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
Kittitas County Public Health Department (KCPHD). Grocery amount and variety will be
determined by Contractor through direct communication with the individual.. 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
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. Frozen
meals will be delivered at least once per week, for a total of two weeks unless extended
by order of KCPHD. Number of meals and variety will be determined by Contractor
through direct communication with the individual.. 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
o Contractor will contact individual, determine:
o Number of household members
o Dietary needs
. Contractor will prepare meals at their designated facility
Professional Services Agreement
Page 14 of 21
a Contractor will deliver meals at least once per week, following safety procedures
outlined below to limit any contact with recipient
Services will be provided for a two-week period for each individual, unless othenryise
authorized by 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 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 on recipient's doorstepo Notifying recipient of delivery by phone from the delivery van. Providing deliveries in disposable containers, with no collection of used containers
Professional Services Agreement
Page 15 of 21
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 $16.10 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 $37.96 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.
Professional Services Agreement
Page 16 of21
o
o
a
o
o
o Mileage at '575 cents per mile for travel from contactor address at 804 ElmviewRoad' Eilensburg to recipient address and back, not to exceed $69.00 per meardelivery' Not to exceed amount is based on estimated roundtrip mireag e (120miles) to furthest point in Kittitas county that may require derivery.
Reimbursement proced uresa' contractor shat submit rnvoices.once a month, which may be emaired toKatie odiaga, Kittitas county public Health Department,katie. od iaga@co. kittitas.wa.Lsb. All invoices must include the Contract Number.c' fl'!ilil;T must include breakdown of costs using the invoicing temptate found
d' Alr invoice corrections must be submitted no rater than sixty (60) days afterthe tast dav of the month in which tl::" ilJfr;; expenses occurred, exceptat the end of the fiscal year, when ail invoic",
"ni corrections must be
;::J[""1.bv the fifth lstt'; workins dav of tne montr folrowinslh" ;;; of the
e' The countv ao1g.e; tornake payment for erigibre expenses as approved bythe Auditor of Kittitas county'with county *ir*t. within thirty (30) workingdays following receipt of contra.tor', ctaim rori"irnoursement; provided thatno payment shalr be made in the month during *t,i"r, expenses occurredunless othenvise approved by the County.
Professional Services Agreement
Page 17 of 21
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 otherwise 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:
f Commercial General Liabilitv 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
transpofted)
' 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.
Workers' Compensation
Workers' Compensation in amounts required by law
[] Stop Gap/Employers Liabilitv
Professional Services Agreement
Page'18 of 21
Additional Coverage May Be Required:
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 Liabil ity
The Contractor and/or its Subcontractor and/or its consultant providing
professional services shall provide evidence of Professional Liability lnsurance
covering professionalerrors 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.
Pollution 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/or
o Transportation of hazardous materials away from any site related to this project
Such Pollution Liability policy shall provide the following minimum coverage:r $ Per claimr $ annual aggregate
Property Damaqe
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
f 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: $5,000,000
Professional Services Agreement
Page 19 of21
Contractor senoo"u,i"'"f+l#',iiJ:: S::ltn a cerrirical"^ :r rnsurance t3^lcrude the poricy
fi:,[ffl,"!#1,Si1i'##:1;fi{:","_3#fi i,?:'.qrovoniin"s'urr
l"-o9nqi iii,i,.u^,incruoins;;fi'"-*!9, m"v #::i^l:l-?v,*2i""' 1?,;fidt;{;*{lrequired abov.,r,u,n'ilr;#*#*Htrfrili[,,"f;$**'i,lilTH:f i;,t;,m;v#:,;
The Contracto
il:$#::Tl?l"t'sT"i#,,r;f;r*$1i[:*,um.";:n**,",*"a:::o' c on i,a"tl;r" *T:fl g f :iT ;
rhe contra ctor s h a, ha ve .",","T^ ^.:, ::::"'
*'' "" ffo [;ilil"?3,::fr;"' Hfi:J:
Itmits required are ootain;; il:,f:ffi:'j,lg ror ensurins the insura
NorE: No confra:;-::,, :supcontractors'
."'v r's rrruur-orlce coverage and
11"u1"n""ffi?TX.1"#1"Hfl yntir and unfe
re q u i reo, l"
"
it"
"
r,
"
o rr e r"il.''-' exc I u s tb
" " *il ;:;; :oi"rHr# Jff , f :f:t #ffIFailure of the Cothe term of the ollllttot to fullv cor
p1'g; jffi ffi*"T'';Hlffi !"ilt'i:*e%?{}r*,."f :J#l?T"xrs"uountv mav procure I'o r" ri, il::??Hf L!;ftu1ty,s oi..oji#'
1
ir;Hf:;#:l#:r"ilil:J:"f"".HIil'lt"l;:*d:{":il:ffi }l;:flii,,f#j'"
F[t::?Ti se rvices Asreement
EXHIBIT "D"
See attached cost breakdown spreadsheet.
Professional Services AgreementPage 21 of 21