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HomeMy WebLinkAboutCONSENT MOA re Cake4Kids 615 Sheridan Street Port Townsend, WA 98368 celenson www.JeffersonCountyPublicHealth.org Consent Agenda Public Healt JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Mark McCauley, County Administrator FROM: Apple Martine, Public Health Director Denise Banker, Community Health Division Director DATE: Arri1 SUBJECT: Agenda item — Memorandum of Agreement with Cake4Kids; Upon signature - until termination; No monetary exchange. STATEMENT OF ISSUE: Jefferson County Public Health (JCPH, Agency), Community Health Division, Nurse Family Partnership Program, requests Board approval of the Memorandum of Agreement with Cake4Kids to provide for referrals for baked goods in helping families in need celebrate a child's birthday. ANALYSIS/STRATEGIC GOALS/PROS and CONS: An affiliation with Cake4Kids allows nurses in the Nurse Family Partnership to submit referrals for children and mothers to receive a birthday cake on their birthday. Cake4Kids, upon request, will submit Agency referrals to a local vendor, who then delivers a cake to JCPH. The home visiting nurse, employed by JCPH, delivers the cake to the client actively enrolled in Nurse Family Partnership. The primary method of Cake4Kids mission delivery is by providing free birthday cakes or other baked goods to families in need who wouldn't otherwise have a treat for a birthday. FISCAL IMPACT/COST BENEFIT ANALYSIS: There is no fiscal impact. RECOMMENDATION: JCPH management requests approval of the Memorandum of Agreement between JCPH and Cake4Kids referral service; Upon signature - until termination; No monetary exchange. REVIEWED BY: V//7/ji Mark McCaule ounty Administrator Date Community Health Environmental Public Health Developmental Disabilities 360-385-9444 360-385-9400 (f) 360-379-4487 360-385-9401 (f) Always working for a safer and healthier community N-25-014 CONTRACT REVIEW FORM Clear Form (INSTRUCTIONS ARE ON THE NEXT PAGE) CONTRACT WITH: Cake4Kids Contract No: N-25-014 Contract For: Referrals to Cake4Kids Term: Upon sig - until termination COUNTY DEPARTMENT: Public Health Contact Person: Denise Banker Contact Phone: #438 Contact email: dbanker@co.jefferson.wa.us AMOUNT: 0 PROCESS: Exempt from Bid Process Revenue: Cooperative Purchase Expenditure: Competitive Sealed Bid Matching Funds Required: Small Works Roster Sources(s)of Matching Funds Vendor List Bid Fund# RFP or RFQ • Munis Org/Obj Other: APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES COM L1 E W 5.080 AND CHAPTER 42.23 RCW. CERTIFIED: FIT N/A:n March 17,2025 Signature Date STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL AGENCY. CERTIFIED: N/A: E March 17,2025 Signature Date STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche): Electronically approved by Risk Management on 3/20/2025. No marital communities language in the indemnification section. This is a low risk agreement. STEP 4: PROSECUTING ATTORNEY REVIEW(will he added electronically through Laserfiche): Electronically approved as to form by PAO on 4/3/2025. Approved as to form by PAO only. Indemnification non-standard without marital communties languuge. choice of law provision lists CA. Low risk. Risk Manager decision. STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL 1 4?'te d as ilegt AGENCY AGREEMENT Cake4Kids' mission is to help foster kids and at risk youth feel special at least one day a year,to raise their self-esteem, and to increase their chance of success in life knowing that people care for them. The primary method of mission delivery is by providing free birthday cakes or other baked goods ("Baked Goods") to foster care and at risk youth who wouldn't otherwise have a treat for their birthday. In consideration of the mutual promises made in this Agreement, the parties agree as follows: 1. Responsibility of Cake4Kids. Cake4Kids with the undersigned agency (the "Agency"), who are helping youth and families in need. Upon the request of the Agency, Cake4Kids shall, at no cost,provide and deliver Baked Goods to the Agency (the "Services"). 2. Responsibility of Agency. Agency agrees to ensure adult supervision of youth during delivery of the Services from Cake4Kids, if applicable. Agency hereby assumes full responsibility for (a) providing Cake4Kids with accurate information as to Baked Goods requested, including, without limitation, any applicable food allergies or other information to ensure the safe consumption of the Baked Goods provided hereunder(the "Required Information"); and (b) any risk of bodily injury or death arising out of or related to the inadequate or negligent provision of the Required Information. 3. Confidentiality. In connection with providing the Services, Cake4Kids recognizes that the privacy of the children and families it serves is important. Accordingly, Cake4Kids acknowledges and agrees that it shall provide its volunteer bakers with the following information in connection with the making and delivery of the Baked Goods: first name of child, age, flavor, theme and type of Baked Goods, food allergy or other food safety information as provided by the Agency (Required Information), and date of delivery and delivery instructions as provided by the Agency. 4. Limitation of Liability. a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. THE LIMITATIONS ON Cake4Kids Page 1 PO Box 2863 Sunnyvale,CA 94087 N-25-014 Docusign Envelope ID:604C3CAE-FF4D-47F9-A73E-4D943BEB989F LIABILITY AND TYPES OF DAMAGES STATED IN THIS SECTION APPLY, REGARDLESS OF THE FORM OF ANY LAWSUIT OR CLAIM EITHER PARTY MAY BRING, WHETHER IN TORT, CONTRACT OR OTHERWISE, AND REGARDLESS OF WHETHER ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. b. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY'S TOTAL, AGGREGATE LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY CLAIMS OR DAMAGES ARISING UNDER THIS AGREEMENT EXCEED $100. CAKE4KIDS' TOTAL, AGGREGATE LIABILITY TO AGENCY OR TO ANY THIRD PARTY FOR ANY CLAIMS OR DAMAGES ARISING UNDER CAKE4KIDS' INDEMNIFICATION OBLIGATIONS SHALL NOT EXCEED $5,000. 5. Indemnification. a. Agency agrees to indemnify, defend and hold harmless Cake4Kids, its directors, officers, employees, volunteers, agents, legal successors and assigns and defend any third party action or threat of action, claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent such action is based upon a claim that arises out of: (i) Agency's breach of this Agreement; (ii) the negligence or willful misconduct of Agency; or (iii) the failure of Agency to provide the Required Information. b. Cake4Kids agrees to indemnify, defend and hold harmless Agency, its directors, officers, employees, volunteers, agents, legal successors and assigns and defend any third party action or threat of action, claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent such action is based upon a claim that arises out of: (i)Cake4Kids' breach of this Agreement;or(ii)the negligence or willful misconduct of Cake4Kids. 6. No Discrimination. The Agency hereby confirms that it does not discriminate against any person or group of people in its hiring and employment practices, codes of conduct, programs, services or in any other aspect of its operations or activities on the basis of that person's or group of people's personal characteristics or attributes. For purposes of this Agreement, "discriminate" means differential trearment of a person or group of people on the basis of personal characteritics or attributes, including, without limitation, age, disability, ethninticity, ancestry, gender, sexual identity, gender identity characteristics or expression, marital status, national origin, political affiliation, military or veteran status, race, color, religion, religious observations, beliefs or practices, pregnancy, medical condition, or any other characteristic protected under applicable law. Cake4Kids Page 2 PO Box 2863 Sunnyvale,CA 94087 Docusign Envelope ID:604C3CAE-FF4D-47F9-A73E-4D943BEB989F 7. Governing Law: Jurisdiction. This Agreement shall be governed,construed and enforced in accordance with the laws of the State of California, without g ivin effect to conflicts of law giving principles. All disputes arising under this Agreement shall be brought in the federal and state courts located in San Francisco, California, as permitted by law, and each of the parties consents to the personal jurisdiction, service of process and venue of such courts. 8. Miscellaneous. This Agreement shall be binding upon and for the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. No provision of this Agreement may be waived, altered or amended, except by a written instrument signed by Cake4Kids and Agency. This Agreement constitutes the entire agreement between the parties concerning the matters set forth in this Agreement and no representations, warranties or inducements, express or implied, have been made by either party to the other except as set forth in this Agreement. If any provision of this Agreement is held invalid or illegal, such illegality shall not invalidate the whole of this Agreement, but rather the Agreement shall be construed as if it did not contain the illegal part, and the rights and obligations of the parties shall be construed and enforced accordingly. This Agreement may be executed in counterpart copies, all of which when taken together shall be deemed to constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Cake4Kids Page 3 PO Box 2863 Sunnyvale,CA 94087 Docusign Envelope ID:604C3CAE-FF4D-47F9-A73E-4D943BEB989F IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth below. Cake4Kids WICirk4A11(A4ren Alison Bakewell,Executive Director AGENCY ACKNOWLEDGES THAT AGENCY HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS SET FORTH IN THIS AGREEMENT. JEFFERSON COUNTY WASHINGTON Name of Agency: dba JEFFERSON COUNTY PUBLIC HEALTH 615 Sheridan Street Address: Port Townsend, WA 98368 Agency Contact Name and Denise Banker Email: dbanker@co.jefferson.wa.us Name of Authorized Agency Heidi Eisenhour Signatory: Title of Authorized Agency Chair, Board of County Commissioners Signatory: Agency Contact Signature: Effective Date: APPROVED 1 A'O FORM ONLY: ]., i ice - for 04/03/2025 'hilip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney Cake4Kids Page 4 PO Box 2863 Sunnyvale,CA 94087 Docusign Envelope ID:604C3CAE-FF4D-47F9-A73E-4D943BEB989F 4 Cak - Advz: AGENCY PHOTO RELEASE In connection with the Agency Agreement between the undersigned agency ("Agency") and Cake4Kids, Agency may from time to time provide photographs or digital images of the cakes and/or the receipts of cakes (the "Agency Materials") provided by Cake4Kids pursuant to the Agency Agreement.Agency hereby agrees Cake4Kids may use the Agency Materials as follows: Please check all that apply: Cake4Kids may share Agency Materials with its volunteers _ Cake4Kids may use the Agency Materials on its website and in marketing materials _ Cake4Kids may use the Agency Materials in its social media accounts Cake4Kids may use the Agency Materials in connection with its media coverage OR/ Decline to share Agency Materials If Agency provides any Agency Materials to Cake4Kids, Agency confirms that Agency has received authorization to provide such Photos to Cake4Kids from the person(s) in such Agency Materials. Cake4Kids confirms that any Agency Materials will be used only for the purposes selected above. Agency agrees to indemnify Cake4Kids and its officers, directors, employees, volunteers and agents from any and all third-party claims, losses, demands, damages, liability, costs and expenses, including reasonable attorneys' fees and expenses arising out of the use or distribution of the Photos. This release is governed by the laws of the State of California, excluding its conflicts of law principles. AGENCY ACKNOWLEDGES THAT AGENCY HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS SET FORTH IN THIS RELEASE. Name of Agency: ' 614171-y /4 lc- rrn 11-4-1 Name of Authorized Agency / Signatory: (J n„ le— /1/�.. , . / Title of Authorized Agency —'`"''�f�`N{ V �t r"j7 Signatory: Authorized Agency ( �, Signatory Signature: (2 f 1� Effective Date: /4/- 702-422.6-- i• A�o® CERTIFICATE OF LIABILITY INSURANCE DATE(M MIDDIYYVY) 4/15/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Joan Randall Leavitt Pacific Insurance Brokers, Inc. PHONE (408)288-6262 FAX (408)298-7635 (A/C.No.Ext): (A/C,No): License #0D79674 E-MAIL joan-randall@leavitt.com ADDRESS: 1570 The Alameda, Suite 101 INSURER(S)AFFORDING COVERAGE NAIC U San Jose CA 95126 INSURERA:NonprofitS' Insurance Alliance of CA 10023 INSURED INSURER B:Technology Insurance Company 42376 CAKE4KIDS INSURER C: PO Box 2863 INSURERD: INSURER E: Sunnyvale CA 94087 INSURERF: COVERAGES CERTIFICATE NUMBER:24-25 Master REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR „Jigs°JryVf1 POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED A CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 500,000 X 202431594 8/21/2024 8/21/2025 MED EXP(Any one person) $ 20,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER, GENERAL AGGREGATE $ 2,000,000 X POLICY 1-7 PRO- I I JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: Liquor Liability $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ — ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $HIRED AUTOS _ AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ _ $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? n N/A B (Mandatory in NH) TWC4437928 6/8/2024 6/8/2025 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A Directors and Officers Liab 202431594D0 8/21/2024 8/21/2025 1,000,000 A Accident Volunteer Coverage P03H010307 8/21/2024 8/21/2025 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Jefferson County is named additional insured with respects to general liability coverage CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Jefferson County THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 1820 Jefferson Street ACCORDANCE WITH THE POLICY PROVISIONS. Port Townsend, VT 98368 AUTHORIZED REPRESENTATIVE Fred Stafford/JORAND ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) ALLIANCE OF ❑ NONPROFITS FOR INSURANCE A Head for insurance.A Heart for Nonprofits. POLICY NUMBER: 2024-31594 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: A. Section II—WHO IS AN INSURED is amended to include: 4.Any public entity as an additional insured, and the officers, officials, employees, agents and/or volunteers of that public entity, as applicable, who may be named in the Schedule above, when you have agreed in a written contract or written agreement presently in effect or becoming effective during the term of this policy, that such public entity and/or its officers, officials, employees, agents and/or volunteers be added as an additional insured(s) on your policy, but only with respect to liability for"bodily injury", "property damage"or "personal and advertising injury"caused, in whole or in part, by: a. Your negligent acts or omissions; or b. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity or individual is an additional insured for liability arising out of the sole negligence by that public entity or its designated individuals. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. B. Section III—LIMITS OF INSURANCE is amended to include: 8.The limits of insurance applicable to the public entity and applicable individuals identified as an additional insured(s) pursuant to Provision A.4. above, are those specified in the written contract between you and that public entity, or the limits available under this policy,whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. C. With respect to the insurance provided to the additional insured(s), Condition 4. Other Insurance of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement: (1) That this insurance be primary. If other insurance is also primary, we will share with all that other insurance as described in c. below; or ANI-RRG-E61 02 19 Page 1 of 2