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24-214.00GreaterSpokaneCountyMealsOnWheelsCenterPlace Contract No. 24-214.00 Agreement Between the City of Spokane Valley and Greater Spokane County Meals on Wheels This Agreement is entered into by and between the City of Spokane Valley, a unicipal corporation in the State of Washinton(hereinafter"the City"),and Greater Spokane Coun Meals on Wheels, a Washington nonprofit corporation,jointly referred to as"Parties." WHEREAS, Greater Spokane County Meals on Wheels, 12101 E. Sprague -venue, Spokane Valley, WA 99206, is providing valuable services and support for senior citizen., and WHEREAS,the Parties desire to clearly identify roles of the City and Meals on W eels for use of CenterPlace Regional Event Center. THEREFORE,the following understanding is agreed upon: 1.0 Parties. The Parties to this Agreement are the City,and Greater Spokane County Meals on Wheels. 2.0 Purpose. The purpose of this Agreement is to summarize the terms and conditi•ns upon which Meals on Wheels will provide support and services to senior citizens at CenterPla e. This includes the rights and obligations of the Parties under this Agreement. 3.0 Contact Individuals. The contact person provided by the City shall be the R:creation Specialist. The contact person(s)provided by Meals on Wheels shall be the Executive Di ector of Meals on Wheels and the Site Manager for Meals on Wheels. 4.0 Scope of Work. Meals on Wheels shall provide support and services to senior ci izens at CenterPlace pursuant to and within the limitations denoted in the Scope of Services attach:d hereto as Exhibit A. 5.0 Insurance. Meals on Wheels shall procure and maintain for the duration of the A:ieement, insurance against claims for injuries to persons or damage to property which may arise fr•m or in connection with the performance of the work hereunder by Meals on Wheels, its agents, representatives, employees or subcontractors. 5.1 Minimum Scope of Insurance. Meals on Wheels shall obtain insurance of t e types described below: Automobile liability insurance covering all owned, non-owned, hired an• leased vehicles. Coverage shall be written on Insurance Services Office(ISO)fo CA 00 01 or a substitute form providing equivalent liability coverage. If neces•ary, the policy shall be endorsed to provide contractual liability coverage. Commercial general liability insurance shall be written on ISO occurrence •rm CG 00 01 and shall cover liability arising from premises, operations, ind:pendent contractors and personal injury and advertising injury. City shall be named as an - 1 - Contract No. 24-214.00 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. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 5.2 Minimum Amounts of Insurance. Meals on Wheels shall maintain the following insurance limits: Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than$1,000,000 per accident. Commercial general liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 5.3 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain,the following provisions for automobile liability and commercial general liability insurance: Meals on Wheels' insurance coverage shall be primary insurance with respect to the City. Any insurance,self-insurance,or insurance pool coverage maintained by City shall be in excess of Meals on Wheels' insurance and shall not contribute with it. Meals on Wheels shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. If Meals on Wheels maintains higher insurance limits than the minimums shown above, 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. Failure on the part of Meals on Wheels to maintain the insurance as required shall constitute a material breach of the Agreement,upon which the City may,after giving at least five business days' notice to Meals on Wheels to correct the breach, immediately terminate the Agreement,or at its sole discretion,procure or renew such insurance and pay any and all premiums in connection therewith,with any sums so expended to be repaid to City on demand,or at the sole discretion of the City,offset against funds due Meals on Wheels from the City. 5.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. -2 - Contract No. 24-214.00 5.5 Evidence of Coverage. As evidence of the insurance coverages required by this Agreement,Meals on Wheels shall furnish acceptable insurance certificates to the City Clerk at the time Meals on Wheels returns the signed Agreement,which shall be Exhibit B. 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 City. Meals on Wheels shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 6.0 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 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. However,should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then,in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Meals on Wheels and the City, its officers, officials, employees, and volunteers, the Meals on Wheels' liability, including the duty and cost to defend,hereunder shall be only to the extent of the Meals on Wheels' negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Meals on Wheels' waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7.0 Modifications. The Parties hereby reserve the right to alter,amend or modify the terms and conditions of this Agreement upon written agreement of both Parties to such alteration,amendment or modification. 8.0 Assignment and Delegation. This Agreement may not be assigned or transferred without the express written approval of the City. 9.0 Term. This Agreement shall be in effect from January 1,2025 to December 31,2028. This Agreement may be renewed at the discretion of the Parks and Recreation Director for two additional three-year terms. 10.0 Termination. If Meals on Wheels fails to comply with the requirements of this Agreement, the City shall provide written notice along with a reasonable deadline for mitigation by Meals on Wheels to comply. Failure to comply may result in a 30-day notice of cancellation. The City may terminate this Agreement without cause upon at least 30-day written notice to Meals on Wheels. Meals on Wheels may terminate at any time upon written notice to the City with at least 10 days prior notice. -3 - Contract No.24-214.00 11.0 Support of poor and infirm. Meals on Wheels provides much needed nutrition to individuals unable to meet their own needs. The Parties agree that by this Agreement, the City is facilitating this service for the senior citizens at the Senior Center in CenterPlace. 12.0 Severability. If any portion of this Agreement is deemed invalid or unenforceable, it shall not impact the remainder of the Agreement. 13.0 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. 14.0 Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between 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 City's request,be joined as a party in any arbitration proceeding between 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 an 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. 15.0 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 or arbitration (including expert witness fees). 16.0 Relationship of the Parties. It is understood and agreed that Meals on Wheels 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. Meals on Wheels shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 17.0 Background Checks. Meals on Wheels agrees to conduct a Wahington State Request for Criminal History Information on all volunteers having contact with its clients. City of Spokane Valley Gr ater Spokane Co ty Meals on Wheels John Hohman, City Manager Executive Direct r si,0,14 Date: t 2 'zo -2 ti Date: I t -4- APPROVED AS TO FORM: ice of the City Attorney - 5 - Exhibit A- Scope of Services Meals on Wheels Site Manager Meals on Wheels shall provide a Site Manager to operate the program. The Site Manager or designee shall be present during all hours that Meals on Wheels is on site at CenterPlace,including cleanup times.The Site Manager shall coordinate with the Recreation Specialist or other CenterPlace staff as required to comply with the terms of this Agreement. The Site Manager shall be mutually agreed upon by both parties. Use of CenterPlace Meals on Wheels shall have non-exclusive use of the Senior Lounge dining area to operate meal programs for senior citizens Monday through Friday,from 8:00 a.m.to 1:00 p.m. The City will not charge a facility rental fee in recognition of the benefit provided to the senior citizens of the City by Meals on Wheels. The CenterPlace Facility Coordinator shall work through the Recreation Specialist when CenterPlace needs the use of the Lounge dining room for a rental. Another space will be provided to Meals on Wheels when this occurs. Facility space for additional times for senior meal programs may be made available to Meals on Wheels upon request from the Executive Director to the Recreation Specialist. Upon receipt of such requests,the Parks and Recreation Director or designee shall determine whether space is available and whether a fee will be charged for such additional time using the facility. This determination shall be at the discretion of the Director subject to all City procedures and processes governing this action. Meals on Wheels shall have no access to the kitchen including use of the freezer,refrigerator,stove, kitchen equipment, dish pit, etc. The Parties recognize that storage space is limited. The City will work with Meals on Wheels to provide a limited amount of onsite storage for items which cannot be reasonably removed from CenterPlace by 1:00 p.m.each day. Meals on Wheels agrees to minimize items that require storage or to acquire offsite storage at their discretion. The City will provide the following storage except that the City reserves the right to reduce or eliminate storage depending on future needs of the City: • The cabinets in the Senior Lounge Dining Area. • Additional storage cabinets may not be brought into the facility unless prior approval by the Parks and Recreation Director is obtained. • One utility cart may be stored inside the Lounge kitchen area under the counter,provided it is in compliance with commercial kitchen guidelines and approved by the Recreation Specialist. • Meal boxes and cooler shall be stored on a cart or in a locked closet in craft room. • Meals on Wheels agrees to purchase carts and/or other storage or serving equipment as approved by the Recreation Specialist. - 1 - All cabinets shall remain locked during non-operating hours. Personal property shall not be stored in the facility. The City shall not be responsible for theft or damage to any property belonging to Meals on Wheels while it is at CenterPlace. Meals on Wheels shall be responsible for purchasing all materials and supplies utilized by its programs. The City shall make the following available: • Refrigerator-The refrigerator/freezer located within the Lounge kitchen will be available for non-exclusive use for food storage by Meals on Wheels. • Refrigerator—The refrigerator located within the Wellness Center shall be available for non- exclusive use for food storage by Meals on Wheels. • Ice Machine—The ice machine located within the Lounge kitchen shall be available for non- exclusive use for ice by Meals on Wheels. • Hot Plate Unit and Steam Table — The hot plate unit and steam table located within the Lounge kitchen shall be available for non-exclusive use by Meals on Wheels. • Seating-tables and chairs shall be set up and ready for use by Meals on Wheels. • The sink and dishwasher located in the Senior Lounge kitchen shall be available. They shall be left clean and free of all food debris at the end of each meal service. Counters shall also be wiped clean. All surfaces shall be sprayed with sanitizer provided by CenterPlace in compliance with health codes. All cleaning shall be in compliance with applicable health codes. All surfaces shall be ready for the next use without further action by CenterPlace staff. • All cleanup shall be the responsibility of Meals on Wheels.All surfaces/equipment utilized shall be cleaned and sanitized, including but not limited to: o Senior Lounge Dining room floor cleaned and free of all debris,food particles,etc.; • Tables cleaned after lunch is served and put in orderly fashion; • Steam table to be drained and flushed out once a week and cleaned daily;and • Site Manager shall be responsible for volunteers and proper cleanup of area. If the area is not left clean and sanitary and ready for the next use, necessitating that CenterPlace staff is required to clean,a charge of$25 per hour shall be paid by Meals on Wheels. If it is not left clean,the Site Manager shall be notified,but such notification shall not delay staff from cleaning the area and billing Meals on Wheels as necessary. Alcohol shall not be allowed in the Senior Wing in the performance of this Agreement. - 2 - (0 —olq .c,.0 -02 ^"e"1 GREASPO-03 HKRISS AcoRL ' CERTIFICATE OF LIABILITY INSURANCE DAT10/20WYYY) `--� 7/10/2024 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 pollcy(les)must have ADDITIONAL INSURED provisions or 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 NfA�NMTEACT Heidi Kriss __ Alliant Insurance Services,Inc. PHONE FAX 818 W Riverside Ave Ste 800 ADt 1E No,Eat):(509)484-6441 (WC,No)_ _ Spokane,WA 99201 Ess;Heldl.Krissealliant.com INSURERS)AFFORDING COVERAGE NAICC_.._ wsurma A Thiladephia Indemnity Insurance Compan 18058 INSURED _--_ INSURER B Greater Spokane County Meals On Wheels INSURERc:. 12101 E Sprague Ave INSURER o: Spokane Valley,WA 99206 INSURERE: _.. _.._—..--_ INSURER F: COVERAGES CERTIFICATE NUMBER: 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. I EXP LTRR TYPE OF INSURANCE INSf]SWVD POLICY NUMBER .,(M M/DOOYIYYYYI I IFIMMIDIYYYYI LIMITS A X COMMERCIAL GENERAL LJASILITY I EACH OCCURRENCE _S 1,000,000 — . -- DAMAGE TO RENTED 10D,000 CLAIMS-MADE X_ OCCUR X PHPK2561158015 7/20/2024 7/20/2025 PREMISE-5,,,, T en<31.__ $• _. X Cyber-$25k .. .. 5,000MED EXP(Anyone pep __J S _ _ „PERSONAL S ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPUES PER: GENERAL AGGREGATE _ S_,_ , 2,000,000 X POLICY r.illeT ' LOG PRODUCTS-COMP/OP AGG S 2,000,000 I OTHER:Abuse-$100k/$300k WA STOP GAP $ 1,000,000 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea acciclant) _I _-1 ANY AUTO PHPK2561158015 7/20/2024 7/20/2025 BODILY INJURY 1Perpvpon) $ I OWNED x SCHEDULED !AUTOS ONLY AUTOS BODILY INJURY(Per ecddenl)_$______ x_:AUTOS ONLY X._ AUTOS ON (Per ant9AMAGE ..... 5 S A X UMBRELLA AR X OCCUR EACH OCCURRENCE _ S._.... ___..1,000,DOO LIAR EXCESS LIAR CLAIMS-MADE PHUB866506015 7/20/2024 7/20/2025 AGGREGATE. __ $ _ DED X RETENTIONS 10,000 _ $ WORKERS COMPENSATION I PER II ggT�H• AND EMPLOYERS'LIABILITY YIN STATUTE 1.___I_ER .. ...... ..ANY PROPRIETOR/PARTNER/EXECUTIVE " E.L.EACH-ACCIDENT $ FICERo/MryEN EXCLUDED? NIA -- E.L.DISEASE-EA EMPLOYEE i If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE•POLICY LIMIT $ I i DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more spec is required) Certificate holder Is an Additional Insured In regards to the General Liability of the Named Insured as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPTION DATECity of Spokane Valley ACCORDANCE WITH THE OUCYREOF PROVIS ONBCE WILL BE DELIVERED IN 10210 E Sprague Ave Spokane,WA 99206 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ,©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD