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HomeMy WebLinkAboutCAG2024-379 - Original - Eagle's Nest - Luna Market Project - 7/1/24 rvrc a.i i T yr ncry i vrrl%.IML ux vwui Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KEN T This form combines&replaces the Request for Mayor's Signature and Contract Cover - (Optional) W A S H I N G T O N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Uriel Varela Mayor's Office Date Sent: Date Required: 0 06/17/2024 6/21/24 L. Authorized to Sign: Date of Council Approval: Q. Q Mayor or Designee N/A Budget Account Number: Grant? Yes NoFv-/-] 10001310.63120.1212 Budget?ZYes F]No Type: N/A Vendor Name: Category: Eagle's Nest Contract Vendor Number: Sub-Category: = 2521652 Original 0 40 Project Name: Luna Market p a- Project Details: o Part of the Equity strategic plan implementation a, Agreement Amount: 95,000.00 Basis for Selection of Contractor: Other 41 *Memo to Mayor must be attached i Start Date: 7/1/24 Termination Date: 7/1/25 Q Local Business? Yes[—]No*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: Fv-]Yes❑In-ProcessElExempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number: F—]YesO✓ No CAG2024-379 Comments: MCCMWIMID 3 _ _ N JUL 0 12024 a3i °C KENT LAW DEPT. a cc Date Received:City Attorney: 7/25/24 Date Routed:Mayor's Office $/6/24 City Clerk's Office 8/7/24 adcrW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 Uriel Varela KENT 220 4ch Avenue South WASH N G T O N Kent, WA 98032 Fax: 253-856-6064 PHONE: 253-856-6064 Memo To: Dana Ralph, Mayor From: Uriel Varela, Manager Date: Re: Request for Waiver of Bidding Requirements Pursuant to KCC 3.7.110 for direct contract with Eagle's Nest Community Kitchen for the Luna Market project The City's Race and Equity team requests an exception to the competitive bidding requirements under KCC 3.7.110 (A)(3) to go into direct contract with Eagles Nest Community Kitchen. The contract.total will be $95,000.00. Eagles Nest will be serving as the fiscal sponsor for the Luna Market project. KCC 3.70.110(A) allows the Mayor to waive the bidding requirements for the purchase of goods, materials, equipment, or services that are not part of a public work upon a finding that the bidding requirements would otherwise not be practicable or in the City's best interests under the circumstances. Luna Market is uniquely positioned to create a successful environment for small businesses as well as future community engagement opportunities for all city departments. For the reasons stated, I do not believe it is practicable to put the contract up for bidding, and that it is in the City's best interest to directly negotiate a professional service agreement with Eagle's Nest Community Kitchen and request that you authorize the waiver of the competitive bidding requirements by signing below. Thank you for your consideration. APPROVED: 8/6/24 Mayor Dana Ralph Date • KENT WAS I...T.v CONSULTANT SERVICES AGREEMENT between the City of Kent and Eagle's Nest Community Kitchen THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Eagles Nest Community Kitchen organized under the laws of the State of Washington, located and doing business at 1209 Central Ave S Suite 213, Kent, WA 98032 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. The Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: Eagle's Nest Community Kitchen will serve as the fiscal sponsor for this contract. The Luna Market project is part of the Equity plan implementation. Luna Market will provide support for up to 20 small businesses. Luna Market will also work with the City's REDI team to co-design an engagement toolkit and will serve as a community engagement location for all city departments. See exhibit A for complete scope of work. The Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. The Consultant shall complete the work described in Section I by July 30, 2025. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed $95,000 for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant's estimated costs shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. C. Card Payment Program. The Consultant may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Consultant. If the Consultant voluntarily participates in this Program, the Consultant will be solely responsible for any fees imposed by financial institutions or credit card companies. The Consultant shall not charge those fees back to the City. CONSULTANT SERVICES AGREEMENT - 1 (Over$20,000) IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which the Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of the Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. FORCE MA]EURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Consultant shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Consultant due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. CONSULTANT SERVICES AGREEMENT - 2 (Over$20,000) If a force majeure event occurs, the City may direct the Consultant to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Consultant to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Consultant. VII. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Consultant shall execute the attached City of Kent Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. VIII. INDEMNIFICATION. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. 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 Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and the Consultant's liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then the Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys'fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. IX. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. X. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to the Consultant for the purpose of completion of the work under this Agreement. XI. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. The Consultant shall make such data, documents, and files available to the City upon the City's request. The Consultant acknowledges that the City is a public agency subject to the Public Records CONSULTANT SERVICES AGREEMENT - 3 (Over$20,000) Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. The City's use or reuse of any of the documents, data, and files created by the Consultant for this project by anyone other than the Consultant on any other project shall be without liability or legal exposure to the Consultant. XII. CITY'S RIGHT OF INSPECTION. Even though the Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XIII. WORK PERFORMED AT CONSULTANT'S RISK. The Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VIII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this CONSULTANT SERVICES AGREEMENT - 4 (Over$20,000) Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. CONSULTANT SERVICES AGREEMENT - 5 (Over$20,000) K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: CITY OF KENT: Print Nam JOY PROMISE Print Name: Dana Ralph Its EXECUTIVE DIRECTOR Its Mayor DATE: 7/23/2024 DATE: 08/06/2024 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Joe Promise Uriel Varela Jr Eagle's Nest Community Kitchen City of Kent 220 Fourth Avenue South 1209 Central Ave S Suite 213, Kent, WA 98032 Kent, WA 98032 (253) 856 6064 (telephone) (253) [Insert Fax Number] (facsimile) (206) 578-6921 (telephone) N/A (facsimile) APPROVED AS TO FORM: _ tTj� Kent LA Department ATTEST: e4;t 9-�,4 Kent City Clerk (In this field,you may enter the electronic filepath where the contract has been saved] CONSULTANT SERVICES AGREEMENT - 6 (Over$20,000) DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). • Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and Regulations". The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement. The statements are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement I, the prime contractor, will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: EEO COMPLIANCE DOCUMENTS - 1 A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter "Contractor") will comply with all Acts and the Regulations relative to non-discrimination, including those applicable to Federally- assisted programs of the U.S. Department of Transportation, State-assisted programs through the Washington State Department of Transportation, and generally under Washington's Law Against Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined applicable to contractor's contract by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, EEO COMPLIANCE DOCUMENTS - 2 or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); X. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; EEO COMPLIANCE DOCUMENTS - 3 xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 7. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract's performance. By signing below, I agree to fulfi I the five requirements referenced above. By: JOY PROMISE For: LUNA PLAZA MARKET FISCA SPONSOR Title: EXECUTIVE DIRECTOR Date: 7/23/2024 EEO COMPLIANCE DOCUMENTS - 4 Exhibit A: Scope of Work - Luna Market Contract Name Luna Market City of Kent Uriel Varela Jr—uvarela@kentwa.gov y Primarr Contact Maria Tizoc-mtizoc@kentwa.gov Vendor Name Eagle Nest (Fiscal Sponsor) Vendor Primary Joy Promise Contact(s) Leticia Hernandez- Leticia Hernandez leticiadeb2121@gmail.com Phone Number: 806-548-7529 Start Date - End June 2024—June Does the vendor Yes Date 2025 hold other contracts with our entity? Option to Extend ❑ Yes Number and Type No renewals of Renewals ❑x No Total Contract $95,000.00 Value Payment ❑ Daily rate Monthly invoice Other cost reimbursement Other ❑x ❑ ❑ Structure The vendor will receive 25% of the total value of the contract upfront to cover administrative costs, rental costs, staff rates. Vendor will provide the City with a monthly invoice pursuant to the contract. Invoices will be credited against this 25% until this full amount has been invoiced. No payments will be made to Vendor until the initial 25% has been invoiced to the City. The City will then pay vendor upon receipt of each invoice in the timeline specified in contract, up to the maximum amount allowed under this contract. Rates&Cost Estimate 2024 2025 Total Markets ace location $ 65,000 $ 15,000 $ 80,000 Marketing & Materials $ 300.00 $ 300.00 $ 600.00 City Permits $ 3,000.00 0 $ 3000.00 Fiscal Sponsor fee (Eagle's Nest) $ 4,500.00 $ 4,500.00 $ 9,000.00 Entertainment Honorarium $ 1,200.00 $ 1 200.00 $ 2,400.00 Total $ 74,000.00 $ 2,100.00 $ 95,000.00 A. Role of Vendor The Vendor must provide deliverables, services, staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below: Key Contract Deliverables Deliverable Responsible Party Due Date Status Contractor will provide business development Vendor TBD TBD support for up to 20 Luna Market vendors. Business development will include: Application for Kent Business License Contractor will re-open Luna Market in new Vendor 6/1/24 TBD location,within Kent City Limits. Luna market will work with the City's DEI team to Vendor&City 3/1/25 TBD create best engagement practice toolkit for our Spanish speaking communities Luna Market will hold up to 3 community Vendor TBD TBD listening session opportunities for City of Kent community engagement projects. Luna Market will hold space for the City of Kent Vendor 5/1/25 TBD to participate in up to 50 tabling opportunities during Luna Market hours Contractor will provide support for up to 20 Luna Vendor 5/1/25 TBD Market vendors to apply for State certification with the Office of Minority& Women Business Enterprises. Certification types: MBE - Minority Business Enterprise—owned by minorities WBE -Women's Business Enterprise—owned by women MWBE - Minority Women Business Enterprise— owned by minority women CBE -Combination Business Enterprise—owned by women and minorities B. Project Schedule The City of Kent's Race and Equity Team will work with the vendor to outline the 2025 schedule. Schedule 2024 Responsible Task/Activity Name Party Duration Start Finish 1. Luna Market Grand-Re- Vendor 1 day June 2024 June 2024 Opening 2. City of Kent—tabling Vendor/City Staff 50 June 2024 June 2025 opportunities opportunities 3. Community Listening Sessions Vendor Up to 3 June 2024 June 2025 The vendor will be expected to attend and participate in the following meetings. Scheduled Meetings Meeting Date/Frequency Facilitator and Topics Contract Initiation/Kickoff Once Contract management, deliverables, timelines, invoicing, City marketing guidelines Monthly update Monthly Monthly calls to provide the city of Kent updates on the deliverables Closing End of Contract City of Kent will ask for a closing meeting to discuss lessons learned and impact of investment. Contract • Reporting Document Name and Content Frequency How Shared Monthly Status Report Monthly Verbal Update, phone call or • Luna Market updates virtual meeting (Zoom or Teams) • Number of vendors participating • Special events/opportunities for the City of Kent to participate Annual Summary Report Annually Via email • One page report • Number of vendors receiving business development support • Number of vendors with Kent Business Licenses • Number of tabling opportunities provided for City of Kent tabling • Number of vendors approved as WBE, MWBE, or CBE Monthly Invoices Monthly Via email Final Narrative Report: Once/end of Via email Total number of vendors approved as WBE contract MWBE, CBE • Number of City of Kent tabling opportunities • Number of vendors receiving business development services o Type of services provided • One page summary o Community response to city investment Ltool o Lessons learned Community Engagement best practices kit(As an attachment) Exhibit 0 Insurance Requirements Insurance Consultant 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 the Consultant, their agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: Commercial General liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. The Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable if all the Primary and Umbrella or Excess Policies shall provide all the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true "following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. Workers' Compensation coverage for the employees of Consultant and subcontractors as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no ate, 000,000 per occurrence, $2,000,000 general aggregate, less than $1, re ate limit. and $2,000,000 products-completed operations agg 9 Primary Non-Contributory Additional Insured coverage for the City of Kent, et. al. lim ts If the Consultant maintains broader coverage and/ort tled Ito then the minimums shown above, the City requires and shallbe en the Consultant. broader coverage and/or the higher limits ex less of thened specified minimum limits Any available insurance proceedThe above policy of insurance and coverage shall be a liabilitye to the(umbrella)lYnsurance. limits may be obtained with excess C. other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. The Consultant's insurance coverageanc shall be p unary e, or insurance with respect to the City. Any Insu ref insurance pool coverage maintained by o all be i excess of the Consultants insurancepolicies es and contribute to the Consultant's insurance policies. 2. Consultant's insurer must deliver, or mail written notice of east forty-five (45) days cancellation to the named insured at before the effective date of the cancellation. that provides the insurance policy shall include an endorsementdays City with written notice of cancel lation ellat on.fllf Consultant's before the effective date of theof the notice of insurer fails to provide the City with a copy cancellation endorsement, the Consultant must hotiin fy the City of any cancellation, theireece receipt of suchnewal or lnoti�e. business days of 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) withrespect to work the performed by or on behalf the a � additionalnsulant na sured shall be a copy of endorsement naming the City s a attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claims are made or suit is brought, except with respect to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best less than A:VII. rating of not E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. The City waives no rights, and the Consultant is not excused from performance if Consultant fails to provide the City with a copy of the endorsement naming the Cit as Primary Non-Contributory Additional Insured. y a F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all the same insurance requirements as stated herein for the Consultant. II I I AC©REP CERTIFICATE OF LIABILITY INSURANCE DATE(M YYY) Ill 05/25/2024 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 policy(ies)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 Simply Business CONTACT Simply Business p Y NAME: 1 Beacon Street PHONE FAX 15th Floor -(AC, No Ext): 844 654-7272 AIC No): Boston, MA 02108 ADDRESS: contactus@simplybusiness.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: HISCOX Insurance Company Inc 10200 INSURED EAGLE'S NEST COMMUNITY KITCHEN LLC INSURERB: 1209 Central Ave N INSURER C: #213 INSURER D: Kent, Washington 98032 INSURER E 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. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD %WD POLICY NUMBER MMIDD/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY HIUS4409020XB1 03/18/2024 03/18/2025 EACH OCCURRENCE $1,000,000 DAMAGE TO CLAIMS-MADE �OCCUR PREM REMISES (E.orccur ence) $1 00,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X PRO- POLICY ❑JECT LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER. AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident ANYAUTO BODILY INJURY(Per person) SCHEDULED BODILY INJURY(Per accident) OWNED AUTOS AUTOS ONLY HIRED NON-OWNED -PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED I RETENTION WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT OFFICER/MEMBEREXCLUDED? ❑ NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT PROFESSIONAL LIABILITY EACH CLAIM AGGREGATE DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Kent, ACCORDANCE WITH THE POLICY PROVISIONS. 220 4th Ave.S„ KENT,WA 98032 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD HAew HISCOX INSURANCE COMPANY �C�Ox NY INC. (A Stock Company) J 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 (914)273-7400 Policy Number: HIUS4409020XB1 Named Insured: EAGLE'S NEST COMMUNITY KITCHEN LLC Endorsement Number: 14 Effective Date: March 18,2024 ADDITIONAL INSURED -AUTOMATIC STATUS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: A.Section II -Who Is An Insured is amended to include as an additional insured any person(s)or organization(s)for whom you are performing operations or leasing a premises when you and such persons)or organization(s)have agreed in writing in a contract or agreement that such person(s)or organization(s)be added as an additional insured on your Policy.Such person or organization is an additional insured only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury"caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations;or 2. In connection with your premises owned by or rented to you. A person's or organization's status as an additional insured under this endorsement ends when your operations or lease agreement for that additional insured are completed. I