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AGREEMENT FOR POP UP LUNCH EVENTS
THIS AGREEMENT, dated for reference purposes only as April 7, 2022, is by and between the City
of Renton (the “City”), a Washington municipal corporation, and the SOS program of Emergency
Feeding Program of Seattle/King County (“Emergency Feeding Program”), a Washington
NonProfit Corporation. The City and the Emergency Feeding Program are referred to collectively
in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective
as of the last date signed by both parties.
1. Scope of Work: Emergency Feeding Program agrees to provide at least two (2) no-cost
pop-up lunch meal events per month at various locations around the City of Renton
through the term of this contract, serving approximately 25-40 persons at each event, as
specified in Exhibit A which is attached and incorporated herein and may hereinafter be
referred to as the “Work.”
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such changes
to the Work shall be ordered by the City in writing and the Compensation shall be
equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise
mutually agreed by the Parties.
3. Time of Performance: Emergency Feeding Program shall commence performance of the
Agreement pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed
by no later than December 31, 2022.
4. Compensation:
A. Amount. Total compensation to Emergency Feeding Program for Work provided
pursuant to this Agreement shall not exceed $10,000.00 (ten thousand dollars), plus
any applicable state and local sales taxes. Compensation shall be paid based upon a
fixed quarterly rate as specified in Exhibit A. The Emergency Feeding Program agrees
that any hourly or flat rate charged by it for its Work shall remain locked at the
negotiated rate(s) unless otherwise agreed to in writing or provided in Exhibit A.
Except as specifically provided herein, the Emergency Feeding Program shall be solely
responsible for payment of any taxes imposed as a result of the performance and
payment of this Agreement.
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B. Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed, the Emergency Feeding Program shall submit a voucher
or invoice in a form specified by the City, including a description of what Work has
been performed, the name of the personnel performing such Work, and any hourly
labor charge rate for such personnel. The Emergency Feeding Program shall also
submit a final bill upon completion of all Work. Payment shall be made by the City for
Work performed within thirty (30) calendar days after receipt and approval by the
appropriate City representative of the voucher or invoice. If the Emergency Feeding
Program’s performance does not meet the requirements of this Agreement, the
Emergency Feeding Program will correct or modify its performance to comply with
the Agreement. The City may withhold payment for work that does not meet the
requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Emergency Feeding Program for
failure of the Emergency Feeding Program to perform the Work or for any breach of
this Agreement by the Emergency Feeding Program.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or w ithout
cause by giving ten (10) calendar days’ notice to the Emergency Feeding Program in
writing. In the event of such termination or suspension, all finished or unfinished
documents, data, studies, worksheets, models and reports, or other material
prepared by the Emergency Feeding Program pursuant to this Agreement shall be
submitted to the City, if any are required as part of the Work.
B. In the event this Agreement is terminated by the City, the Emergency Feeding
Program shall be entitled to payment for all hours worked to the effective date of
termination, less all payments previously made. If the Agreement is terminated by the
City after partial performance of Work for which the agreed compensation is a fixed
fee, the City shall pay the Emergency Feeding Program an equitable share of the fixed
fee. This provision shall not prevent the City from seeking any legal remedies it may
have for the violation or nonperformance of any of the provisions of this Agreement
and such charges due to the City shall be deducted from the final payment due the
Emergency Feeding Program. No payment shall be made by the City for any expenses
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incurred or work done following the effective date of termination unless authorized
in advance in writing by the City.
6. Warranties And Right To Use Work Product: Emergency Feeding Program will perform
all Work identified in this Agreement in a professional and workmanlike manner and in
accordance with all reasonable and professional standards and laws. Compliance with
professional standards includes, as applicable, performing the Work in compliance with
applicable City standards or guidelines (e.g. design criteria and Standard Plans for Road,
Bridge and Municipal Construction). Professional engineers shall certify engineering
plans, specifications, plats, and reports, as applicable, pursuant to RCW 18.43.070.
Emergency Feeding Program further represents and warrants that all final work product
created for and delivered to the City pursuant to this Agreement shall be the original work
of the Emergency Feeding Program and free from any intellectual property encumbrance
which would restrict the City from using the work product. Emergency Feeding Program
grants to the City a non-exclusive, perpetual right and license to use, reproduce,
distribute, adapt, modify, and display all final work product produced pursuant to this
Agreement. The City’s or other’s adaptation, modification or use of the final work
products other than for the purposes of this Agreement sha ll be without liability to the
Emergency Feeding Program. The provisions of this section shall survive the expiration or
termination of this Agreement.
7. Record Maintenance: The Emergency Feeding Program shall maintain accounts and
records, which properly reflect all direct and indirect costs expended and Work provided
in the performance of this Agreement and retain such records for as long as may be
required by applicable Washington State records retention laws, but in any event no less
than six years after the termination of this Agreement. The Emergency Feeding Program
agrees to provide access to and copies of any records related to this Agreement as
required by the City to audit expenditures and charges and/or to comply with the
Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section
shall survive the expiration or termination of this Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Emergency Feeding Program shall make a
due diligent search of all records in its possession or control relating to this Agreement
and the Work, including, but not limited to, e-mail, correspondence, notes, saved
telephone messages, recordings, photos, or drawings and provide them to the City for
production. In the event Emergency Feeding Program believes said records need to be
protected from disclosure, it may, at Emergency Feeding Program’s own expense, seek
judicial protection. Emergency Feeding Program shall indemnify, defend, and hold
harmless the City for all costs, including attorneys’ fees, attendant to any claim or
litigation related to a Public Records Act request for which Emergency Feeding Program
has responsive records and for which Emergency Feeding Program has withheld records
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or information contained therein, or not provided them to the City in a timely manner.
Emergency Feeding Program shall produce for distribution any and all records responsive
to the Public Records Act request in a timely manner, unless those records are protected
by court order. The provisions of this section shall survive the expiration or termination
of this Agreement.
9. Independent Contractor Relationship:
A. The Emergency Feeding Program is retained by the City only for the purposes and to
the extent set forth in this Agreement. The nature of the relationship between the
Emergency Feeding Program and the City during the period of the Work shall be that
of an independent contractor, not employee. The Emergency Feeding Program, not
the City, shall have the power to control and direct the details, manner or means of
Work. Specifically, but not by means of limitation, the Emergency Feeding Program
shall have no obligation to work any particular hours or particular schedule, unless
otherwise indicated in the Scope of Work or where scheduling of attendance or
performance is mutually arranged due to the nature of the Work. Emergency Feeding
Program shall retain the right to designate the means of performing the Work covered
by this agreement, and the Emergency Feeding Program shall be entitled to employ
other workers at such compensation and such other conditions as it may deem
proper, provided, however, that any contract so made by the Emergency Feeding
Program is to be paid by it alone, and that employing such workers, it is acting
individually and not as an agent for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to Emergency
Feeding Program or any employee of the Emergency Feeding Program.
C. If the Emergency Feeding Program is a sole proprietorship or if this Agreement is with
an individual, the Emergency Feeding Program agrees to notify the City and complete
any required form if the Emergency Feeding Program retired under a State of
Washington retirement system and agrees to indemnify any losses the City may
sustain through the Emergency Feeding Program’s failure to do so.
10. Hold Harmless: The Emergency Feeding Program agrees to release, indemnify, defend,
and hold harmless the City, elected officials, employees, officers, representatives, and
volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations,
mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses,
fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation
expenses to or by any and all persons or entities, arising from, resulting from, or related
to the negligent acts, errors or omissions of the Emergency Feeding Program in its
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performance of this Agreement or a breach of this Agreement by Emergency Feeding
Program, except for that portion of the claims caused by the City’s sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate…) 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
Emergency Feeding Program and the City, its officers, officials, employees and volunteers,
Emergency Feeding Program’s liability shall be only to the extent of Emergency Feeding
Program’s negligence.
It is further specifically and expressly understood that the indemnification pro vided in
this Agreement constitute Emergency Feeding Program’s waiver of immunity under the
Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The
Parties have mutually negotiated and agreed to this waiver. The provisions of this section
shall survive the expiration or termination of this Agreement.
11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from an y
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City’s Code of Ethics and state law, the Emergency Feeding Program shall not
give a gift of any kind to City employees or officials. Emergency Feeding Program also
confirms that Emergency Feeding Program does not have a business interest or a close
family relationship with any City officer or employee who was, is, or will be involved in
selecting the Emergency Feeding Program, negotiating or administering this Agreement,
or evaluating the Emergency Feeding Program’s performance of the Work.
12. City of Renton Business License: Unless exempted by the Renton Municipal Code, t
Emergency Feeding Program shall obtain a City of Renton Business License prior to
performing any Work and maintain the business license in good standing throughout the
term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
https://www.rentonwa.gov/Tax
Information regarding State business licensing requirements can be found at:
https://dor.wa.gov/doing-business/register-my-business
13. Insurance: Emergency Feeding Program shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
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B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired
or non-owned, with minimum limits of $1,000,000 per occurrence combined single
limit, if there will be any use of Emergency Feeding Program’s vehicles on the City’s
Premises by or on behalf of the City, beyond normal commutes.
E. Emergency Feeding Program shall name the City as an Additional Insured on its
commercial general liability policy on a non-contributory primary basis. The City’s
insurance policies shall not be a source for payment of any Emergency Feeding
Program liability, nor shall the maintenance of any insurance required by this
Agreement be construed to limit the liability of Emergency Feeding Program to the
coverage provided by such insurance or otherwise limit the City’s recourse to any
remedy available at law or in equity.
F. Subject to the City’s review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G. Emergency Feeding Program shall provide the City with written notice of any policy
cancellation, within two (2) business days of their receipt of such notice.
14. Delays: Emergency Feeding Program is not responsible for delays caused by factors
beyond the Emergency Feeding Program’s reasonable control. When such delays beyond
the Emergency Feeding Program’s reasonable control occur, the City agrees the
Emergency Feeding Program is not responsible for damages, nor shall the Emergency
Feeding Program be deemed to be in default of the Agreement.
15. Successors and Assigns: Neither the City nor the Emergency Feeding Program shall assign,
transfer or encumber any rights, duties or interests accruing from this Agreement without
the written consent of the other.
16. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
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to time by such party), and given personally, by registered or certified mail, return receipt
requested, by facsimile or by nationally recognized overnight courier service. Time period
for notices shall be deemed to have commenced upon the date of receipt, EXCEPT
facsimile delivery will be deemed to have commenced on the first business day following
transmission. Email and telephone may be used for purposes of administering the
Agreement, but should not be used to give any formal notice required by the Agreement.
CITY OF RENTON
Guy Williams, Human Services Manager
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-6652
gwilliams@rentonwa.gov
EMERGENCY FEEDING PROGRAM
Dr. Ray Hampton, SOS Program Director
851 Houser Way N.
Renton, WA 98057
Phone: 425.277.0300
RHampton@EmergencyFeeding.org
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Emergency Feeding Program agrees as follows:
A. Emergency Feeding Program, and Emergency Feeding Program’s agents, employees,
representatives, and volunteers with regard to the Work performed or to be
performed under this Agreement, shall not discriminate on the basis of race, color,
sex, religion, nationality, creed, marital status, sexual orientation or preference, age
(except minimum age and retirement provisions), honorably discharged veteran or
military status, or the presence of any sensory, mental or physical handicap, unless
based upon a bona fide occupational qualification in relationship to hiring and
employment, in employment or application for employment, the administratio n of
the delivery of Work or any other benefits under this Agreement, or procurement of
materials or supplies.
B. The Emergency Feeding Program will take affirmative action to insure that applicants
are employed and that employees are treated during employme nt without regard to
their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory
or mental handicaps, or marital status. Such action shall include, but not be limited to
the following employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of
compensation and selection for training.
C. If the Emergency Feeding Program fails to comply with any of this Agreement’s non-
discrimination provisions, the City shall have the right, at its option, to cancel the
Agreement in whole or in part.
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D. The Emergency Feeding Program is responsible to be aware of and in compliance with
all federal, state and local laws and regulations that may affect the satisfactory
completion of the project, which includes but is not limited to fair labor laws, worker's
compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with
City of Renton Council Resolution Number 4085.
18. Miscellaneous: The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Emergency Feeding
Program.
B. Emergency Feeding Program will not be reimbursed for job related expenses except
to the extent specifically agreed within the attached exhibits.
C. Emergency Feeding Program shall furnish all tools and/or materials necessary to
perform the Work except to the extent specifically agreed within the attached
exhibits.
D. In the event special training, licensing, or certification is required for Emergency
Feeding Program to provide Work he/she will acquire or maintain such at his/her own
expense and, if Emergency Feeding Program employs, sub-contracts, or otherwise
assigns the responsibility to perform the Work, said employee/sub-
contractor/assignee will acquire and or maintain such training, licensing, or
certification.
E. This is a non-exclusive agreement and Emergency Feeding Program is free to provide
his/her Work to other entities, so long as there is no interruption or interference with
the provision of Work called for in this Agreement.
F. Emergency Feeding Program is responsible for his/her own insurance, including, but
not limited to health insurance.
G. Emergency Feeding Program is responsible for his/her own Worker’s Compensation
coverage as well as that for any persons employed by the Emergency Feeding
Program.
19. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and Emergency Feeding Program represents and warrants that such individuals are
duly authorized to execute and deliver this Agreement on behalf of the City or
Emergency Feeding Program.
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B. General Administration and Management. The City’s project manager is Guy Williams,
Human Services Manager. In providing Work, Emergency Feeding Program shall
coordinate with the City’s contract manager or his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Emergency Feeding Program
proposals and this Agreement, the terms of this Agreement shall prevail. Any
exhibits/attachments to this Agreement are incorporated by reference only to the
extent of the purpose for which they are referenced within this Agreement. To the
extent a Emergency Feeding Program prepared exhibit conflicts with the terms in the
body of this Agreement or contains terms that are extraneous to the purpose for
which it is referenced, the terms in the body of this Agreement shall prevail and the
extraneous terms shall not be incorporated herein.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Emergency Feeding Program and all of the Emergency Feeding Program’s
employees shall perform the Work in accordance with all applicable federal, state,
county and city laws, codes and ordinances.
F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared
by the joint efforts of the Parties and shall not be construed against one party or the
other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution.
G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement or any of its terms or covenants shall be brought in the King
County Superior Court for the State of Washington at the Maleng Regional Justice
Center in Kent, King County, Washington, or its replacement or successor. Emergency
Feeding Program hereby expressly consents to the personal and exclusive jurisdiction
and venue of such court even if Emergency Feeding Program is a foreign corporation
not registered with the State of Washington.
H. Severability. A court of competent jurisdiction’s determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
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J. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Emergency Feeding Program’s
performance of this Agreement.
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Emergency Feeding Program from enforcing that provision
or any other provision of this Agreement in the future. Waiver of breach of any
provision of this Agreement shall not be deemed to be a waiver of any prior or
subsequent breach unless it is expressly waived in writing.
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will together
constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
[SIGNATURE PAGE TO FOLLOW]
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CITY OF RENTON
By:_____________________________
EMERGENCY FEEDING PROGRAM
By:____________________________
Preeti Shridhar
EHHS Administrator
Glenn Turner
Executive Director
_____________________________
Date
_____________________________
Date
Approved as to Legal Form
By: __________________________
Patrice Kent
Senior Assistant City Attorney
Contract Template Updated 5/21/2021 (Legal Ref # 1911)
DocuSign Envelope ID: 5921B822-FCDE-4D72-BFDA-06AD93A29061
4/8/2022 | 2:17 PM PDT4/8/2022 | 4:33 PM PDT
(approved via email from
Patrice Kent on 4/7/2022)
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Exhibit A
Scope and Schedule of Work
2022 Program Services Agreement
Agency: Emergency Feeding Program of
Seattle-King County
2021 Funding: $10,000
Program: SOS Pop-Up Lunch Program for the
Homeless.
Funding
Source
General Fund
This funding
will provide:
Pop-Up Lunch meals for a minimum
of two events each month.
Total: $10,000
Effective Date January 1, 2022– December 31, 2022
Annual Program Outputs: Renton Need Area:
Estimated Number of SOS Pop-Up lunch events. 24 Basic Needs
Estimated Number visits to events. 600
Estimated Number of Meal Bags/Supplies
provided. 600
BACKGROUND: The Emergency Feeding Program of Seattle-King County is located in the City
of Renton and is a mobile food service outreach program that supports the most vulnerable
residents by providing food and cold weather supplies.
SCOPE:
The Emergency Feeding Program will provide SOS Pop-Up lunch meal events a minimum of two
times each month on Tuesdays at various locations around the city of Renton. Each event is
typically held from 12:30p.m. to 2:00p.m. Dates, times, and locations of the events shall be
provided to the City in advance.
This program is a free lunch event for the unsheltered and those Renton residents with food
insecurities. Ready-to-eat food and drinks, personal hygiene kits, cleaning supplies, and socks
are typically provided at the events. Approximately 25-40 persons will be served at each event.
This program will follow all City adopted street standards and stay within compliance of area clean
up guidelines.
Emergency Feeding Program will provide all staffing, equipment, supplies, food, etc. needed to
hold the events.
BUDGET:
The City will pay two thousand five hundred dollars ($2,500) per quarter on a flat fee basis for a
minimum of two SOS Pop-Up events each month, payable upon receipt of invoice/documentation
of work completed. The total amount shall not exceed ten thousand dollars ($10,000).
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REPORTING:
Emergency Feeding Program will report the following information along with each billing:
A. SOS Pop-Up event date/time/location.
B. Number of visits.
C. Number of meals/supplies provided.
D. Brief narrative.
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