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20-083.00 Meals on Wheels: COVID-19 Emergency Assistance b•dg3 EMERGENCY COVID-19 PANDEMIC GRANT AGREEMENT BETWEEN GREATER SPOKANE COUNTY MEALS ON WHEELS AND THE CITY OF SPOKANE VALLEY FOR EMERGENCY ASSISTANCE THIS AGREEMENT is made by and between the City of Spokane Valley,a non-charter code City of the State of Washington,hereinafter referred to as"City,"and Greater Spokane County Meals on Wheels, hereinafter referred to as"Meals on Wheels,"jointly referred to as"Parties." • IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1.Purpose of Agreement.The purpose of this Agreement is for Meals on Wheels to receive funds from the City in order to provide meals to an increased number of senior citizens in the City resulting from the COVID-19 pandemic. 2.Administration.The City Manager or his designee shall administer and be the primary contact for Meals on Wheels regarding terms of this Agreement. For good cause, as solely determined by City, City may direct that Meals on Wheels is no longer entitled to the use of said funds and terminate this Agreement. 3.Representations. Meals on Wheels shall use the funds received from City for the purposes set forth in Exhibit 1. By execution of this Agreement,Meals on Wheels represents that the funds will be used for those purposes set forth in Exhibit 1,generally summarized as emergency assistance necessitated by the COVID-19 pandemic within the general community, and shall be pursuant to all current laws, rules and regulations. No substitutions of purpose or use of the funds shall be made without the written consent of City. 4.Reporting.Meals on Wheels shall file a monthly reports outlining and describing the use of the funds provided by City and the services provided. Monthly reports shall be filed no later than the 15 day following the end of each prior month this Agreement is in place. 5. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Meals on Wheels shall accept modifications consistent with state and local law when directed orally or in writing by the City Manager or his designee. 6. Term of Contract. This Agreement shall be in full force and effect upon full execution, and shall remain in effect until terminated when(a)Meals on Wheels expends all of the funds granted by City; or (b)Meals on Wheels identifies the need for any remaining funds has ended; and (c) Meals on Wheels provides the final monthly report on use of funds. This Agreement shall terminate no later than July 30, 2020, unless otherwise extended by the Parties. Either Party may terminate this Agreement by 30 days written notice to the other Party or with no notice upon a determination by the City that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination,City shall cease and desist from distributing any further funds to Meals on Wheels for work performed or otherwise and Meals on Wheels may be required to reimburse the City for any funds expended for a purpose other than as stated in this Agreement. 7. Compensation.City agrees to provide$8,000 for applicable expenses set forth in Exhibit 1. 8.Payment.City shall pay Meals on Wheels within 10 days of execution of this Agreement,and all funds shall be used for the purposes set forth in Exhibit 1. Meals on Wheels is an independent contractor and shall be solely responsible for all employee payroll-related costs or expenditures. No City funds may be used for employee payroll costs or Page 1 of 5 expenditures. Meals on Wheels shall assume all responsibility for maintaining complete payroll records on programs where City funds have been used. City reserves the right to withhold payment of funds under this Agreement or to seek reimbursement of funds distributed under this Agreement which are determined in the reasonable judgment of the City Manager or his designee to be noncompliant with the Exhibit 1,the Spokane Valley Municipal Code,or federal or state law. 9. Notice. Notice shall be given in writing as follows or such change in address as provided by either Party: TO CITY: TO: MEALS ON WHEELS Name: Chelsie Taylor, Finance Director Name: Janet Dixon,Director of Development Phone Number:(509)720-5040 Phone Number: (509)924-6976 Address: 10210 East Sprague Avenue Address: 12101 East Sprague Avenue Spokane Valley,WA 99206 Spokane Valley,WA 99214 10.Applicable Laws and Standards.The Parties, in the performance of this Agreement,agree to comply with all applicable federal,state,and local laws, ordinances,and regulations. 11. Relationship of the Parties. It is understood, agreed and declared that Meals on Wheels, its employees, agents and assigns shall be an independent contractor and not the agent or employee of City, that City is interested in only the results to be achieved,and that the right to control the particular manner, method,and means in which the services are performed is solely within the discretion of Meals on Wheels. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Meals on Wheels,who shall be solely responsible for the conduct and actions of all employees of Meals on Wheels under this Agreement and any liability that may attach thereto. 12. Insurance. Meals on Wheels shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Meals on Wheels its agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance. Meals on Wheels shall obtain insurance of the types described below: 1. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office(ISO)form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary,the policy shall be endorsed to provide contractual liability coverage. If use of vehicles pursuant to the Agreement is only incidental, and Meals on Wheels will not transport any persons not directly related or affiliated with Meals on Wheels,then Meals on Wheels is only required to have automobile liability insurance to meet at least minimum Washington state requirements. 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations,stop-gap independent contractors and personal injury and advertising injury. City shall be named as an additional insured under Meals on Wheels'commercial general liability insurance policy with respect . to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. Page 2 of 5 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Meals on Wheels shall maintain the following insurance limits: 1.Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than$1,000,000 per accident. If Meals on Wheels will not use its vehicles in the performance of this Agreement,automobile liability insurance is only required to meet Washington statutory minimum requirements. 2. Commercial general liability insurance shall be written with limits no less than $1,000,000 for each occurrence,and$2,000,000 for general aggregate. C.Other Insurance Provisions.The policies are to contain,or be endorsed to contain,the following provisions for automobile liability, professional liability and commercial general liability insurance: 1. Meals on Wheels' insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of Meals on Wheels' insurance and shall not contribute with it. 2. Meals on Wheels shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Meals on Wheels. D.Acceptability of Insurers.Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Meals on Wheels shall furnish acceptable insurance certificates to the City at the time Meals on Wheels returns the signed Agreement. The certificate shall specify all of the parties who are additional insureds, and shall include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to the City. Meals on Wheels shall be financially responsible for all pertinent deductibles,self-insured retentions,and/or self-insurance. F.Failure to Maintain Insurance.Failure on the part of Meals on Wheels to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving at least five days' written notice to Meals on Wheels to cure the breach, immediately terminate the Agreement or, at the City's discretion, procure or renew such insurance and pay any and all premiums in connection therewith,with any suts so expended to be repaid to the City on demand, or at the sole discretion of the City,offset against funds due the Meals on Wheels from the City. • G.City Full Availability of Insurance Limits.If Meals on Wheels maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Meals on Wheels, irrespective of whether such limits maintained by Meals on Wheels are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Meals on Wheels. 13. Indemnification and Hold Harmless. Meals on Wheels shall, at its sole expense, defend, indemnify,and hold harmless City and its officers,agents,and employees,from any and all claims,actions, • suits, liability, loss,costs,attorney's fees,costs of litigation,expenses, injuries,and damages of any nature Page 3 of 5 whatsoever relating to or arising out of the wrongful or negligent acts,errors, or omissions in the services provided by Meals on Wheels,Meals on Wheels'agents,subcontractors,subconsultants,and employees to the fullest extent permitted by law,subject only to the limitations provided below. Meals on Wheels'duty to defend,indemnify,and hold City harmless shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees pursuant to RCW 4.24.115. Meals on Wheels' duty to defend, indemnify, and hold City harmless against liability for damages arising out of such services caused by the concurrent negligence of(a)City or City's agents or employees,and(b) Meals on Wheels, Meals on Wheels' agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Meals on Wheels, Meals on Wheels' agents, subcontractors, subconsultants,and employees. Meals on Wheels' duty to defend, indemnify, and hold City harmless shall include, as to all claims, demands, losses, and liability to which it applies,City's personnel-related costs,reasonable attorneys'fees, the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection,and all other claim-related expenses. Meals on Wheels specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act,Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages,compensation,or benefits payable to or for any third party under workers'compensation acts,disability benefit acts,or other employee benefits acts. Provided, that Meals on Wheels' waiver of immunity under this provision extends only to claims against Meals on Wheels by City, and does not include, or extend to, any claims by Meals on Wheels' employees directly against Meals on Wheels. Meals on Wheels hereby certifies that this indemnification provision was mutually negotiated. 14.Records.The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Meals on Wheels' records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. • 15.Waiver.No officer,employee,agent or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law,shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 16.Assignment and Delegation.Neither Party shall assign, transfer or delegate any nor all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other Party. 17. Subcontracts. Except as otherwise provided herein, Meals on Wheels shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. Page 4 of 5 18. Confidentiality. Meals on Wheels may, from time-to-time, receive information which is deemed by the City to be confidential. Meals on Wheels shall not disclose such information without the prior express written consent of the City or upon order of a Court of competent jurisdiction. 19. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between the City and Meals on Wheels shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Meals on Wheels agrees that it may, at the City's request, be joined as a party in any arbitration proceeding between the City and any third party that includes a claim or claims that arise out of,or that are related to Meals on Wheels' services under this Agreement. Meals on Wheels further agrees that the Arbitrator(s)decision therein shall be final and binding on Meals on Wheels and that judgment may be entered upon it in any court having jurisdiction thereof. 20. Cost and Attorney's Fees.The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 21. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed,modified or altered except in writing signed by the Parties hereto. 22.Anti-kickback.No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement,or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from any person with an interest in this Agreement. 23.Severability.If any section,sentence,clause or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence,clause or phrase of this Agreement. 24.Exhibits.Exhibits attached and incorporated into this Agreement are: Exhibit 1: Scope of Services;and Exhibit 2: Insurance certificates. The Parties have executed this Agreement this /Sel day of 4d'r(I ,2020. CITY OF SPOKANE VALLEY Greater Spokane County Meals on Wheels: 1/1/(0/1/L Calk #�2� Mark Calhoun, City Manager B . Ted' ,ed, C Kprti},vz 1,0;recl Its: Authorized Representative ATTES APPROVED AS TO FORM: ristine Bainbridge,City Clerk Office o e City Zto *�, Page 5 of 5 A�® CERTIFICATE OF LIABILITY INSURANCE D T MMIDDA n THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). ` PRODUCER CZ)NtT;tT Heidi Kriss NAME: Buck and Affiliates PHONE (509)484-6441 FAX (501)444-sue INC.No.Extl: (A/C,No): 207 E Queen EMAIL ADDRESS:heidik@buckaffiliates.com INSURER(S)AFFORDING COVERAGE NAIC I Spokane WA 99207 INsuRERA:Philadelphia Ind Ins Co 18058 INSURED INSURER B Greater Spokane County Meals on Wheels INSURER CI INSURER D: 12101 E. Sprague Ave INSURERS: Spokane Valley WA 99206-5146 INSURER F: COVERAGES CERTIFICATE NUMBER:CL1671902836 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADM SUM POLICY EFF POLICY EXP LIMITS LTR INSD MI VD POLICY NUMBER (MDDIYYYY) (MMIDDIYYYY) x COMMERCIAL GENERAL LIABILITY • EACH OCCURRENCE S 1,000,000 A CLAIMS-MADE I (OCCUR PREMI E PRAMSESST((Ea RENTED 100000 Ea occurrence) $ PH9X1060061 7/20/2019 7/20/2020 MED EXP(My one person) 5 5,000 — PERSONAL EADVINJURY $ 1,000,000 GENL AGGREGATE UMITAPPUES PER: GENERALAGGREGATE S 2,000,000 ?( POLICY ❑ PRO- JECT LOC PRODUCTS-COMPIOPAGG 5 2,000,000 OTHER: AbuselMolestatian S $100k/$300k AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 5 1,000,000 (Ea aaldentl A ANYAUTO — BODILY INJURY(Per person) S . ALL OWNED SCHEDULED AUTOS AUTOS 9NMR1960061 7/20/2019 7/20/2020 BODILY INJURY(Per acddent) S _ , X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE 5 AUTOS (Per artidenll S X UMBRELLALIAB X OCCUR EACH OCCURRENCE S 1,000,000 A EXCESS UAB CLAIMS-MADE 9HUH641428 7/20/2019 7/20/2020 AGGREGATE 5 1,000,000 DED I RETENTIONS 5 • WORKERS COMPENSATION PER - OTH- . AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Ej EL EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) EL.DISEASE-EA EMPLOYEE 5 1(yes.describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT S I 1 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more spice Is required) , Evidence of policy in force. i CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ' Greater Spokane County Meals on Wheels THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 12101 E. Sprague Ave ACCORDANCE WITH THE POLICY PROVISIONS. Spokane Valley, WA 99206 • AUTHORIZED REPRESENTATIVE Steven Meisner/HEIDI D3ei,-r7/ft'.,14...,.__ ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) • • ANak TRAVELERS J Wrap4"® CRIME DECLARATIONS is `: ?'.dS•,1' +:,:.:,;:;.•,,.:`, ...r,. .•.Sy;..l:• 'i 'k. .;y. .y„ :C,r( ' •�>- Travelers Casualty and Surety Company of America Hartford,Connecticut (A Stock Insurance Company, herein called the Company) ITEM 1 NAMED INSURED: Greater Spokane County Meals on Wheels D/B/A: • • Principal Address: 12101 E Sprague Ave • SPOKANE VALLEY,WA 99206 • ITEM 2 POLICY PERIOD: Inception Date: July 20,2019 Expiration Date: July 20,2020 12:01 A.M. standard time both dates at the Principal Address stated in ITEM 1. ITEM 3 ALL NOTICES OF CLAIM OR LOSS MUST BE SENT TO THE COMPANY BY EMAIL, FACSIMILE,OR MAIL AS SET FORTH BELOW: Email:BSlclaims@travelers.com Fax: (888)460-6622 • Mail:Travelers Bond&Specialty Insurance Claim • 385 Washington St.—Mail Code 9275-NB03F •St Paul,MN 55102 • ITEM 4 COVERAGE INCLUDED AS OF THE INCEPTION DATE IN ITEM 2: • Crime • • ITEM 5 CRIME Single Loss Single Loss Insuring Agreement Limit of Insurance Retention A. Fidelity 1. Employee Theft $250,000 $2,500 2. ERISA Fidelity $250,000 $0 3. Employee Theft of Client Property Not Covered B. Forgery or Alteration Not Covered C.On Premises Not Covered D. In Transit Not Covered E. Money Orders and Counterfeit Money Not Covered F. Computer Crime 1. Computer Fraud Not Covered 2. Computer Program and Electronic • Data Restoration Expense Not Covered • G. Funds Transfer Fraud Not Covered • H. Personal Accounts Protection 1. Personal Accounts Forgery or Not Covered Alteration 2. Identity Fraud Expense • Reimbursement Not Covered t. Claim Expense $5,000 $0 tl-2001 Ed.01-09 Printed in U.S.A. Page 2 of 4 •• (1r1Q Thin Tra, Iprc r.,,mnanioe Inr MI Pinhlc Dacnn.42'1 ITEM 5. (Cont'd) if"Not Covered" is inserted above opposite any specified Insuring Agreement, or if no amount is included in the Limit of Insurance, such Insuring Agreement and any other reference thereto is deemed to be deleted from this Crime Policy. Policy Aggregate Limit of Insurance: (]Applicable ® Not Applicable If a Policy Aggregate Limit of Insurance is applicable, then the Policy Aggregate Limit of Insurance for each Policy Period for Insuring Agreements A through H, inclusive, is: Not Applicable If a Policy Aggregate Limit of Insurance is not included, then this Crime Policy is not subject to a Policy Aggregate Limit of Insurance as set forth in Section V. CONDITIONS B. PROVISIONS AFFECTING LOSS ADJUSTMENT AND SETTLEMENT 1. Limit of Insurance a. Policy Aggregate Limit of Insurance. Cancellation of Prior Insurance: By acceptance of this Crime Policy, the Insured gives the Company notice canceling prior policies or bonds issued by the Company that are designated by policy or bond numbers Not Applicable, such cancellation to be effective at the time this Crime Policy becomes effective. INSURED'S PREMISES COVERED: All Premises of the Insured in the United States of America, its territories and possessions, Canada, or any other country throughout the world, except: • Not Applicable ITEM 6 PREMIUM FOR THE POLICY PERIOD: $666.00 Policy Premium N/A Annual Installment Premium • ITEM 7 FORMS AND ENDORSEMENTS ATTACHED AT ISSUANCE: ACF-7006-0511;CRI-3001-0109; CRI-19060-0713; CRI-19072-0315; CRI-19086-0516; • CRI-19101-1117; CRI-4023-1212;CRI-5048-0613; CR1-19097-0517 • • i RI-2001 Ed.01-09 Printed in U.S.A. Page 3 of 4 2009 The Travelers Companies.Inc. All Rights Reserved THE DECLARATIONS,THE APPLICATION,THE CRIME TERMS AND CONDITIONS,ANY PURCHASED INSURING AGREEMENTS, AND ANY ENDORSEMENTS ATTACHED THERETO, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE COMPANY AND THE NAMED INSURED. Countersigned By IN WITNESS WHEREOF, the Company has caused this policy to be signed by its authorized officers. -loteeft, 4411 e. Executive Vice President Corporate Secretary • • • RI-2001 Ed.01-09 Printed in U.S.A. Page 4 of 4 wino The,Trat,alorc(:mm�oninc Inr All Pinhfc D.cenrnrl ' SCOPE OF SERVICES The Scope of Work under this Agreement includes generally providing emergency assistance to Spokane Valley residents, including but is not limited to,preparation and delivery to food to senior citizens, and similar things normally covered through programs offered by Greater Spokane County Meals on Wheels. Additionally, the cost of transportation for delivering such items is a reimbursable cost since social distancing is a critical component of reducing opportunities for contamination.