HomeMy WebLinkAbout062617_ca04Consent Agenda
Commissioners Office
AGENDA REQUEST
TO: Board of County Commissioners
Philip Morley, County Administrator
FROM: Leslie Locke, Executive Assistant
DATE: June 26, 2017
SUBJECT: AGREEMENT re: Provide Mandated Food Service to Jail Inmates; In the
Amount of Approximately $94,500; Jefferson County Sheriff; Summit Food
Service, LLC.
STATEMENT OF ISSUE:
The Sheriff has submitted an agreement to provide required food service to inmates. The Jefferson
County Jail Cook position is vacant and the Jail Superintendent has single-handedly been preparing the
inmate meals, ordering food supplies, and maintaining the kitchen sanitation three meals per day, seven
days per week, without a single day off, since May 2, 2017, which is unsustainable.
A Resolution declaring an emergency is also on the June 26, 2017 consent agenda for approval by the
Board of Commissioners. Jefferson County Code (JCC) section 3.55.150 provides for waiving the
provisions of JCC Chapter 3.55 Letting of County Contracts to the extent necessary to overcome a
declared emergency, consistent with RCW 39.04.280.
This agreement is in effect through December 31, 2017. Prior to the expiration date, the Sheriff will go
through a normal procurement process to secure a vendor for continuing food service for inmates.
FISCAL IMPACT:
Estimated cost for six (6) months is approximately $94,000 plus actual opening charges, not to exceed
$500. The total 2017 food service budget is $160,231, and a supplemental appropriation may be
necessary in the 3`d or 4" quarter.
RECOMMENDATION:
Approve Agreement re: Provide Mandated Food Service to Jail Inmates with Summit Food Service,
LLC.
REVIEWED BY:
Philip Morl ounty Administrator Date
FOOD SERVICE PARTNERSHIP AGREEMENT
This Food Service Partnership Agreement is made and entered into by and between JEFFERSON COUNTY
WASHINGTON, ("Client"), and SUMMIT FOOD SERVICE, LLC, a New Mexico Limited Liability Company
("Company") (collectively "the Parties").
1. TERM AND INTENT
1.1 Client grants Company the exclusive right to provide Food Service, to operate the Food Service
Facilities, and to provide to Client, employees, guests and other persons at the Premises such Food
Service and Products.
1.2 This Agreement shall commence on July 1, 2017 (the "Commencement Date") or sooner if mutually
agreed upon in writing by both of the Parties. The Agreement will remain in effect through
December 31, 2017. The Agreement shall renew for additional one (1) year periods upon mutual -
agreement between Summit and the Client.
2. DEFINITIONS
2.1. Accounting Period. Company's accounting calendar is based on an accounting cycle consisting of
three (3) rotational periods of four (4) weeks, four (4) weeks, five (5) weeks.
2.2. Agreement. In order of precedence: (i) this Food Service Partnership Agreement, Exhibits and
Schedules, as amended and, where specifically included by reference, (ii) the Company's Proposal
and (iii) the Solicitation.
2.3. Food Preparation Equipment. Equipment or appliances reasonably necessary for Food Service
including, without limitation, stove, oven, sink, refrigerator, microwave, mixer, steamer, slicer,
freezer and fire extinguishing equipment that is in good condition and of a commercial grade.
2.4. Food Service. Operations and Products to be provided by Company in accordance with this
Agreement related to the preparation, service and sale of food, beverages, goods, merchandise
and other items at the Premises.
2.5. Food Service Facilities. Space for Company to prepare and perform Food Service at the Premises
including, without limitation, kitchen, dining, service, office and storage areas.
2.6. Governmental Rule. Any statute, law, rule, regulation, ordinance or code of any governmental
entity (whether federal, state, local or otherwise).
2.7. Office Equipment. All office items reasonably necessary for Company staff to perform office -
related functions at the Premises including, without limitation, furniture (e.g. desk, chair, file
cabinet), equipment (e.g. computer, phone, data/high speed internet lines), parking spaces and
locker/break room facilities.
2.8. PCI Standards. All rules, regulations, standards or guidelines adopted or required by the Payment
Card Industry Security Standards Council relating to privacy, data security and the safeguarding,
disclosure and handling of Payment Instrument Information.
2.9. Premises. The Client's food service facility located at 79 Elkins Road, Port Hadlolck, WA 98339.
2.10. Products. Food, beverages, goods, merchandise, and supplies.
2.11. Proprietary, Confidential and Trade Secret Information. Items used in Company Food Services
(owned by or licensed to Company) including, without limitation, menus, signage, surveys,
Software (i.e. menu systems, food production systems, accounting systems), recipes, management
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guidelines and procedures, operating manuals, personnel information, purchasing and distribution
practices, pricing and bidding information, financial information, provided, however that the
following items are specifically excluded: (i) information generally available to and known by the
public or (ii) information independently developed or previously known by the Client.
2.12. Servicewares. Items used in the service of food and beverages including, without limitation,
chinaware, glassware, silverware, disposables, trays, and carts.
2.13. Smallwares. Items used in the preparation of food including, without limitation, pots, pans and
kitchen utensils.
2.14. Supervisory Employee. Those persons who have directly or indirectly performed management or
professional services on behalf of Company for the Client at any time during this Agreement
including, without limitation, any corporate employee, manager, assistant manager, chef, lead
cook or dietitian.
2.15. Utilities and Amenities. All utilities reasonably requested by Company to provide Food Services at
the Premises including, without limitation, heat, hot and cold water, gas, refrigeration, lights,
electric current, ventilation, air conditioning, recycling, cooking waste removal, hazardous waste
removal, garbage removal services, exterminator services, telephone services, internet access, and
sewage disposal services.
3. FOOD SERVICES
3.1 Food Service. Company will oversee Food Services at the Premises which shall include, without
limitation, preparation and service of food and beverages to Client's employees, staff and guests.
3.2 Program Specifications.
A. Menu. Summit shall provide a 2600 calorie menu and menu cycle. Summit will provide one
(1) cold and two (2) hot meals.
B. Medical Meals. Summit shall provide medical meals as requested by Client.
C. Religious Meals. Summit shall provide religious meals as requested by Client.
D. Locations. Company shall operate and manage Food Services at the Premises and locations as
the Client and Company mutually agree.
E. Hours. Company shall provide necessary Food Services at such hours as the Client and
Company mutually agree.
3.3 Purchasing. Company shall purchase those Products and supplies necessary to comply with
Company's obligations as set forth in this Agreement from Company's approved vendors that meet
Company's guidelines and requirements.
3.4 Inventory. Company will purchase and own all inventories of food, beverages, and supplies. Upon
termination of this Agreement for any reason, at Company's option, (i) Company may remove and
retain any remaining Product inventory or (ii) Client will purchase from Company, at Company's
invoice cost, any remaining Product inventory.
3.5 Cleaning. Company and Client shall be jointly responsible for housekeeping and sanitation in the
food preparation, storage and service areas of Premises. Company shall perform routine cleaning
and housekeeping in the food preparation and service areas. Client shall perform major cleaning
including, without limitation, stripping and waxing floors, cleaning walls, windows, fixtures,
ceilings, electric light fixtures, grease traps, hoods and vents, duct work, plenum chambers, pest
control and roof fans throughout the Food Service Facilities as defined herein. Client shall be
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responsible for setting up and cleaning the Premises for functions not managed by Company, in
addition to any related charges. Client shall be responsible for removal of refuse from the
collection areas and all refuse removal charges.
4. EMPLOYEES
4.1. Employees. Company shall hire employees necessary for its performance of this Agreement.
Persons employed by Company will be the employees of Company and not of Client. Company's
employees and agents shall comply with applicable rules and regulations concerning conduct on
the Client's premises which the Client imposes upon its employees and agents provided such rules
and/or regulations are not in violation of any federal, state, and/or local laws. Client agrees to
provide Company notice of any proposed changes in rules, at least thirty (30) days prior to
implementation. Company will consider Client's written requests to remove Food Service
employees, provided such requests are non-discriminatory and comply with all laws and regulations
governing employment.
4.2. Existing Employees; Employment Terms; Employee Pension and Benefit Plans. Company in its sole
discretion may elect to hire any managers or employees of Client or Client's incumbent foodservice
provider (collectively, "Existing Employees") who are qualified, available and willing to provide Food
Service at the Premises. Company shall have the authority to establish the terms of employment
for all current Company managers and employees (including Existing Employees that Company may
elect to hire in connection with this Agreement). Client represents that such Existing Employees
are not represented by a union and are not entitled to be paid a living or prevailing wage under any
Governmental Rule or agreement.
4.3. Wages and Hours. Company shall comply with all applicable federal, state and local laws and
regulations pertaining to the wages and hours of employment for Company's employees. Client
shall comply with all applicable federal, state and local laws and regulations pertaining to the wages
and hours of employment for Client's employees.
4.4. Payroll Taxes. Company shall be responsible for all withholding and payroll taxes relative to
Company's employees. Client shall be responsible for all withholding and payroll taxes relative to
Client's employees.
4.5. Background Checks. Company shall conduct necessary background checks as required by law.
4.6. Equal Opportunity and Affirmative Action Employer. Company abides by the requirements of 41
CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against
qualified individuals based on their status as protected veterans or individuals with disabilities, and
prohibit discrimination against all individuals based on their age, race, color, religion, sex, sexual
orientation or national origin. Company employs and promotes individuals without regard to age,
race, color, religion, sex, national origin, protected veteran status or disability.
4.7. Non -Hire. Client acknowledges that Company has invested considerable amounts of time and
money in training its Supervisory Employees. Therefore, the Client agrees that during the
Supervisory Employee's employment with Company and for a period of twelve (12) months
thereafter no Supervisory Employees of Company will be hired by Client nor any facility affiliated
with Client, nor will Client permit employment of Company Supervisory Employees on Client's
Premises or the Premises of any facility affiliated with Client. Client agrees that if it violates this
provision, Client shall pay to Company and Company shall accept as liquidated damages and not
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as a penalty, an amount equal to one time the annual salary) of the Supervisory Employee(s) hired
by or allowed to work with Client in violation of the terms of this Agreement. Company shall be
entitled to pursue all other remedies available under federal, state, or local law. This provision
shall survive the termination of this Agreement.
5. PREMISES, FACILITIES, UTILITIES AND EQUIPMENT
5.1 Premises. The Premises shall be in good condition and maintained by the Client to ensure
compliance with applicable Governmental Rules and to enable Company to perform its obligations
hereunder. Client shall be responsible for any modifications or alterations to the workplace or the
Premises necessary to comply with any applicable Governmental Rules. Company shall have no
obligation to maintain or repair the Premises.
5.2 Equipment. Without limiting the foregoing, Client shall permit Company to use all of the Client's
Food Preparation Equipment in the performance of Food Service. The Food Preparation
Equipment provided by Client shall be commercial grade, in good condition and shall be
maintained, repaired and replaced by Client to permit the performance of the Food Service and to
ensure compliance with applicable Governmental Rules. Company and Client shall inventory
Client's current Equipment within thirty (30) days after the Commencement Date. Company shall
take reasonable care of all Food Preparation Equipment under its custody and control, provided
that the foregoing shall not limit Client's obligation to maintain, repair and replace (as necessary)
the Food Preparation Equipment. If Client fails to make necessary repairs or replacement to
equipment within a reasonable amount of time, Company shall have the right to effect equipment
repairs or replacements at Client's expense. Company shall retain title to equipment hereunder
and shall be entitled to assert a security interest in any equipment that it purchases or repairs
under this section provided that once the cost of the purchased equipment or equipment repair
has been recovered, Company shall release the security interest and title for any such purchased
equipment to Client.
5.3 Facilities, Utilities. At its own expense, Client shall maintain, repair, replace, and keep in safe
operating condition said Facilities and Utilities, to permit the performance of the Food Service and
to ensure compliance with Governmental Rules.
5.4 Smallwares and Servicewares. At its own expense, Client shall furnish Company with the
appliances, wares and equipment reasonably requested by Company including all Cooking
Equipment, Smallwares and Servicewares.
6. LICENSES, PERMITS AND TAXES
6.1 Licenses and Permits. Company shall procure, maintain and post the food licenses and permits as
required by law. Client represents and warrants that it has and will maintain all other licenses and
permits necessary to operate the Premises and the Food Services. The Client agrees to notify
Company immediately upon receiving notice of loss of any such permit or license.
6.2 Taxes. Company shall be responsible for collecting and remitting sales tax on applicable sales
collected by Company. Unless Client provides documentation of Client's federal and state tax-
exempt status to the Company's sole satisfaction, Client shall reimburse Company for state and
local sales tax on the full amount of charges and fees billed to the Client. Client shall secure and
pay all federal, state and local property, excise and income and other taxes and fees required for
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the Premises and resulting from the Food Services provided for hereunder. Client shall
immediately pay for any tax assessments including interest, penalties, costs and expenses, which
are assessed against the Food Service operation and were not in effect as of the Commencement
Date or were owed but unpaid as of the Commencement Date. Client shall notify Company
promptly should its sales tax status be changed.
7. FINANCIAL ARRANGEMENTS
7.1 Payment Arrangement.
A. Inmate Meal Rate.
a. For a Flat Rate. Client shall pay Company the amount of One Hundred Twenty -
One Dollars ($121.00) per Meal Period (breakfast, lunch and dinner) plus $0.78
per meal served based on inmate count. The rate shall not include charges for
supplements, cleaning supplies, equipment purchases or repairs.
C. Opening Charges. Opening Charges shall not exceed $500.00 total, and include, but are not
limited to, manager's relocation expenses, travel costs associated with the initial opening, and
the charges associated with the initial training, development and preparation for opening.
Opening Charges shall be due in lump sum upon receipt of invoice. In the event this Agreement
is terminated prior to full payment of Company's Opening Charges, then the Client agrees to
pay Company immediately the amount of any outstanding balance due pursuant to this
Section.
D. Service and Pricing Assumptions. The financial terms set forth in this Agreement, and all other
obligations assumed by Company hereunder, are based on the following assumptions:
1. Population
2. Purchasing: Company will make purchases on behalf of the Client at a level similar to that
in place at the Commencement of this Agreement.
To the extent any of the basic assumptions change or if Client requests a significant change in
Services as provided under this Agreement, the Company's base rate shall be proportionately
increased, unless the Parties otherwise mutually agree otherwise.
7.2 Payments Due and Late Payment Penalty. Company shall issue an invoice at the end of each week
(which shall run Friday through Saturday showing the amounts due. Client shall pay the full invoice
amount within thirty (30) days from the issuance of the invoice. In the event payment is not made
within thirty (30) days of the due date, the invoice will be subject to a finance charge of eighteen
percent (18%) per annum or, if less, the maximum amount permitted under applicable law. The
right of Company to charge the finance charge shall not be construed as a waiver of Company's
normal entitlement to receive timely payment as set forth herein.
7.3 Right to Offset. In the event that Client is more than thirty (30) days past due on any obligations
to Company, Company shall have the right to offset, from any other sums owed by Company to
Client, all or any portion of such outstanding receivables. Additionally, Company shall have the
right, at Company's option, at any time that Client is over thirty (30) days past due on any
obligations require that Client pay, on a prebilling basis, at least one week in advance of each
Accounting Period, the estimated amount due Company for that Accounting Period. The
estimated amount shall be adjusted and reconciled to the actual amount in the next prebilling
invoice, or if Client is no longer past due on its obligations to Company, with the next invoice due
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the Premises and resulting from the Food Services provided for hereunder. Client shall
immediately pay for any tax assessments including interest, penalties, costs and expenses, which
are assessed against the Food Service operation and were not in effect as of the Commencement
Date or were owed but unpaid as of the Commencement Date. Client shall notify Company
promptly should its sales tax status be changed.
7. FINANCIAL ARRANGEMENTS
7.1 Payment Arrangement.
A. Inmate Meal Rate.
a. For a Flat Rate. Client shall pay Company the amount of One Hundred Twenty -
One Dollars ($121.00) per Meal Period (breakfast, lunch and dinner) plus $0.78
per meal served based on inmate count. The rate shall not include charges for
supplements, cleaning supplies, equipment purchases or repairs.
C. Opening Charges. Opening Charges shall not exceed $500.00 total, and include, but are not
limited to, manager's relocation expenses, travel costs associated with the initial opening, and
the charges associated with the initial training, development and preparation for opening.
Opening Charges shall be due in lump sum upon receipt of invoice. In the eventthis Agreement
is terminated prior to full payment of Company's Opening Charges, then the Client agrees to
pay Company immediately the amount of any outstanding balance due pursuant to this
Section.
D. Service and Pricing Assumptions. The financial terms set forth in this Agreement, and all other
obligations assumed by Company hereunder, are based on the following assumptions:
1. Population
2. Purchasing: Company will make purchases on behalf of the Client ata level similar to that
in place at the Commencement of this Agreement.
To the extent any of the basic assumptions change or if Client requests a significant change in
Services as provided under this Agreement, the Company's base rate shall be proportionately
increased, unless the Parties otherwise mutually agree otherwise.
7.2 Payments Due and Late Payment Penalty. Company shall issue an invoice at the end of each week
(which shall run Friday through Saturday showingthe amounts due. Client shall pay the full invoice
amount within thirty (30) days from the issuance of the invoice. In the event payment is not made
within thirty (30) days of the due date, the invoice will be subject to a finance charge of eighteen
percent (18%) per annum or, if less, the maximum amount permitted under applicable law. The
right of Company to charge the finance charge shall not be construed as a waiver of Company's
normal entitlement to receive timely payment as set forth herein.
7.3 Right to Offset. In the event that Client is more than thirty (30) days past due on any obligations
to Company, Company shall have the right to offset, from any other sums owed by Company to
Client, all or any portion of such outstanding receivables. Additionally, Company shall have the
right, at Company's option, at any time that Client is over thirty (30) days past due on any
obligations require that Client pay, on a prebilling basis, at least one week in advance of each
Accounting Period, the estimated amount due Company for that Accounting Period. The
estimated amount shall be adjusted and reconciled to the actual amount in the next prebilling
invoice, or if Client is no longer past due on its obligations to Company, with the next invoice due
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hereunder. Further, Company shall have the right to immediately adjust hours, prices, labor and
menu offerings to further off -set any losses.
7.4 Change in Conditions. The financial terms set forth in this Agreement, and all other obligations
assumed by Company hereunder, are based on conditions in existence on the date Company
commences operations including, without limitation, population; labor costs; applicable
Governmental Rules; food and supply costs; provision of equipment and utilities; state of the
Premises; and federal, state and local sales, use and excise taxes (the "Conditions"). Further, Client
acknowledges that in connection with the negotiation and execution of this Agreement, Company
has relied upon Client's representations regarding existing and future conditions (the
"Representations"). In the event of change in the Conditions, inaccuracy of the Representations,
or if Client requests any significant change in the Food Services as provided under this Agreement,
the financial terms and other obligations assumed by Company shall be renegotiated to reflect a
proportionate increase in Company's charges to the Client. Company will provide a thirty (30) day
notice of such increased charges.
7.5 Future Pricing. Pricing adjustments shall be made on an annual basis and shall be agreed upon by
the parties at a rate no less than the greater of: three percent (3%) or the most recently released
U.S. Department of Labor Consumer Price Index, All Urban Consumers, National Average
Unadjusted, Food Away From Home. Up to ninety (90) days prior to the anniversary of the
Commencement Date, Company shall provide Client notification of the adjustment. On the
anniversary date, Company proposed adjustments shall go into effect, unless the Parties have
entered into a written agreement with an alternative cost adjustment.
7.6 Attorney's Fees and Costs. Client shall pay all costs of collecting any amount due Company,
including attorney's fees and all costs and other expenses incurred by Company in collecting an
indebtedness of Client. This provision shall survive the termination of the Agreement.
8. TERMINATION OF THE AGREEMENT.
8.1 Termination for Non -Performance. If either party refuses, fails or is unable to perform or observe
any of the terms or conditions of this Agreement for any reason other than for Excused
Performance as set forth in this Agreement, the party claiming such deficiency shall provide the
breaching party written notice of any such breach. If the breaching party remedies such breach
within (i) three (3) days in the case of failure to make payment when due, (ii) fifteen (15) days in
the case of any other breach, or (iii) a reasonable time where cure is not possible within fifteen
(15) days (collectively the "Notice Period"), the notice shall be null and void. If the breaching party
fails to remedy the breach within the Notice Period, the party giving notice may cancel the
Agreement after the end of the Notice Period.
8.2 Termination for Financial Insecurity. If either Party makes an unauthorized assignment for the
benefit of creditors, files a petition under the bankruptcy or insolvency laws of any jurisdiction, has
or suffers a receiver or trustee to be appointed for its business or property, or is adjudicated a
bankrupt or an insolvent, the other party may terminate the Agreement with three (3) days' notice.
Provided, however, that Client agrees to provide Company thirty (30) days' notice before filing a
petition for bankruptcy.
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8.3 Voluntary Termination. At any time after one year of service and in any renewal term of this
Agreement, either Party may terminate this Agreement with or without cause by written notice to
the other party given not less than sixty (60) days prior to the effective date of termination.
8.4 Steps Upon Termination. Upon the termination or expiration of this Agreement, Company shall
vacate the Premises occupied by Company and shall remove its own equipment and return
equipment furnished by Client pursuant to this Agreement. Upon termination of this Agreement,
Company shall surrender the then -current Food Preparation Equipment to Client in the condition
as it was delivered on the Commencement Date (or, if later, in the condition in which such Food
Preparation Equipment was placed into service), excepting ordinary wear and tear, damage
resulting from Client's failure to maintain the Food Preparation Equipment and other damage
(including damage caused by force majeure) for which Company is not responsible hereunder.
8.5 Continuing Obligations. The termination of this Agreement shall not affect the rights, privileges,
or liabilities of the Parties as they exist as of the effective date of termination. All outstanding
amounts owed to Company shall become due and payable immediately upon termination. If, at
Client's request, Company enters into agreements with one or more third parties in connection
with its management of Client's Food Service operations (collectively, "Third Party Agreements"),
Client agrees, at Client's sole cost and expense, to: (i) assume and undertake (or cause to be
assumed and undertaken by the Food Service provider succeeding Company) all responsibilities of
Company under all Third Party Agreements from and after the date this Agreement expires or is
earlier terminated; (ii) release Company from all liability associated with such Third Party
Agreements from and after the date this Agreement expires or is earlier terminated; and (iii) bear
all liability and responsibility with respect to any costs, fees and other charges associated with
termination of such Third Party Agreements. This Paragraph shall survive the termination or
expiration of this Agreement.
9. INDEMNIFICATION; INSURANCE
9.1 Insurance. Both Client and Company shall maintain their own insurance on their respective real
property, equipment and contents. Upon request, evidence of such insurance shall be provided in
the form of a certificate of insurance.
A. Client Insurance. Client shall procure and maintain insurance for the Premises, the Food
Preparation Equipment and any Smallwares, Servicewares and food and beverage inventory
against all loss or damage as insured against under a commercial property causes of loss —
special form policy (or any successor policy form).
B. Company Insurance. Company shall procure and maintain the following insurance:
1. Worker's Compensation Insurance as prescribed by the laws of the state where the
Premises are located; and
2. Comprehensive General Liability Insurance, with limits of one million dollars
($1,000,000.00) per occurrence and one million dollars ($1,000,000.00) annual
aggregate to cover any and all claims that arise during the course of this Agreement.
C. Subrogation. Client and Company waive any and all right of recovery from each other for
property damage or loss of use thereof, however occurring, which loss is insured under a valid
and collectible insurance policy to the extent of any recovery collectible under such insurance.
This waiver shall include, but not be limited to, losses covered by policies of fire, extended
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coverage, boiler explosion and sprinkler leakage. This waiver shall not apply to claims for
personal death or injury. Company shall not be liable to the Client, in any way for damage to
the Facilities or Premises caused by reason of fire, or other hazard, however caused, or by the
reason of an act of God. In any event, Company shall not be held liable for any cause to an
extent which would exceed effective coverage and dollar limits prevailing under the policies of
insurance described in this Agreement.
9.2 Indemnification. Each Party agrees to provide the following indemnification:
A. Each party agrees that it will defend, indemnify and hold harmless the other party, its officers,
directors, parent corporation, affiliates, employees and agents ("Indemnified Parties") against
any and all liabilities, losses, damages, injuries, deaths, reasonable litigation expenses
(including, without limitation, reasonable attorneys' fees), costs and costs of court (collectively,
"Damages") which Indemnified Parties may hereafter sustain, incur or be required to pay
arising out of the other party's negligent acts, omissions or failure to perform obligations
pursuant to this Agreement. Provided, however, neither party shall be required to defend,
indemnify and hold harmless the other party for any intentional or criminal actions of the other
party or its employees, visitors or invitees. Client agrees to defend, indemnify and hold
harmless Company Indemnified Parties from all Damages which may arise due to any act or
omission of a Company Party made in compliance with a Client's rules or requirements.
B. Notice of Indemnification. A party shall only be required to indemnify pursuant to the
Agreement, where that party receives a written request to indemnify within twenty (20) days
after the initial receipt of notice of any such lawsuit or claim by the party requesting
indemnification. Failure to notify a party of such claim or lawsuit within the stated period of
time shall relieve that party of any and all responsibility and liability under this Agreement to
defend, indemnify and hold harmless for that claim or lawsuit.
10. GENERAL AGREEMENT TERMS
10.1 Confidentiality. Neither Client, nor Client's employees or agents, shall disclose, photocopy,
duplicate or use, either during or after the term of this Agreement, any Proprietary, Confidential
and Trade Secret Information, without Company's prior written permission. All Proprietary,
Confidential and Trade Secret Information shall remain Company exclusive property. Client's
access or use of Company Proprietary, Confidential and Trade Secret Information or Software shall
not create any right, title, interest or copyright in such Information or Software. If Client is
requested to disclose any of the Confidential Information to any third party for any reason, Client
shall provide Company with prompt notice of such request(s). Upon termination of this
Agreement, Client shall return all Company Proprietary, Confidential and Trade Secret Information
in Client's possession relating to Company's services pursuant to this Agreement. Client agrees
that upon breaching this provision, Company shall be entitled to equitable relief, including
injunction or specific performance, in addition to all other available remedies. This provision shall
survive the termination of the Agreement.
10.2 Intellectual Property. Nothing in this Agreement is intended to grant any rights to Client under any
patent, copyright, trademark, trade name, trade secret or other proprietary right of Company
(whether now owned or hereafter developed or acquired), all of which are reserved to Company.
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10.3 Independent Contractor Relationship. It is mutually understood and agreed, and it is the intent of
the Parties, that an independent contractor relationship is hereby established under the terms and
conditions of this Agreement. Employees of Company are not, nor shall they be deemed to be,
employees of Client. Employees of Client are not, nor shall they be deemed to be, employees of
Company.
10.4 Notice. Any notice required under this Agreement shall be deemed to have been sufficiently
provided when delivered by hand, or three days after being sent by certified or registered mail
return receipt requested, or by overnight delivery service with receipt of delivery, provided such
delivery is to the parties at the following addresses:
Client Company
Jefferson County Washington Summit Food Service, LLC
79 Elkins Road 1751 County Road B West, Suite 300
Port Hadlock, WA 98339 Roseville, MN 55113
10.5 Excused Performance. If performance of any terms or provisions hereof (other than the payment
of monies) shall be delayed or prevented because of compliance with any law, regulation, decree
or order by any federal, state, or local court, governmental agency or governmental authority, or
because of riot, war, public disturbance, strike, lockout, differences with workmen, fire, flood, Act
of God or any other reason whatsoever, which is not within the control of the party whose
performance is interfered with, and which, by the exercise of reasonable diligence said party is
unable to prevent, the party so suffering may at its option, suspend, without liability, the
performance of its obligations hereunder (other than the payment of monies) during the period
such cause continues.
10.6 Assignment or Transfer. Neither party may assign or transfer this Agreement, or any part thereof,
without written consent of the other party. Such consent shall not be unreasonably withheld
Provided, however, that this shall not apply to Company's transfer to a parent, sister or successor
company where Company provides Client at least thirty (30) days written notice.
10.7 Entire Agreement; Waiver. This Agreement, including any Exhibits hereto, constitutes the entire
Agreement between the Parties with respect to the provisions of Company's services, and there
are no other or further written or oral understandings or agreements with respect thereto except
as otherwise set forth herein. No variation or modification of this Agreement and no waiver of its
provisions shall be valid unless in writing and signed by the duly authorized officers of Company
and Client. This Agreement supersedes all other agreements between the Parties or their
predecessors for the provision of Company Food Services.
10.8 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts,
each of which shall be effective upon delivery and, thereafter, shall be deemed to be an original,
and all of which shall be taken as one and the same instrument with the same effect as if each
party had signed on the same signature page. This Agreement may be transmitted by fax or by
electronic mail in portable document format ("PDF") and signatures appearing on faxed
instruments and/or electronic mail instruments shall be treated as original signatures.
10.9 State Guidelines. Client hereby agrees that the validity and construction of this Agreement shall
be governed by Washington law. Should a lawsuit be necessary to enforce this Agreement, Client
hereby waives any objection to venue or personal jurisdiction and agrees to be subject to the
jurisdiction of the courts located in Washington. A facsimile copy or photocopy of this Agreement
Page 9 of 11
shall be valid as an original thereof. EACH PARTY HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
SUBJECT MATTER HEREOF AND BROUGHT BY ANY OTHER PARTY
10.10 Limitation of Liability. Company's entire liability and Client's exclusive remedy for damages arising
out of or related to this Agreement or the Food Services shall not exceed the total amount paid by
Client to Company for the current term of this Agreement. COMPANY SHALL NOT BE LIABLE FOR
LOSS OF BUSINESS, BUSINESS INTERRUPTION, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR
PUNITIVE DAMAGES, OR FOR LOSS OF REVENUE OR PROFIT IN CONNECTION WITH THE
PERFORMANCE OR FAILURE TO PERFORM THIS AGREEMENT, REGARDLESS OF WHETHER SUCH
LIABILITY ARISES FROM BREACH OF CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY.
10.11Severability. Any term or provision of this Agreement that is invalid or unenforceable shall not
affect the validity or enforceability of the remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other situation.
10.12Authority. Company and Client represent that the individual executing this Agreement has been
duly and validly authorized to execute this Agreement on each party's respective behalf with the
full power and authority under all applicable laws and respective articles of incorporation, bylaws
or other governing instrument to enter into this Agreement and to perform their obligations
hereunder.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Page 10 of 11
IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused their appointed and duly
assigned officers to execute this Agreement.
JEFFERSON COUNTY WASHINGTON
Signature:
Name:
Title:
Date:
A� ved as orm:
!/ ' C Date: 6 23
Philip C. Hunsucker, Chief Civil Deputy Prosecuting Attorney
Jefferson County Prosecuting Attorney's Office
SUMMIT FOOD SERVICE, LLC
Signature:
Name:
Title:
Date:
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