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AGREEMENT FOR SNAP BENEFITS FACILITATION DURING 2015 FARMERS MARKET SEASON BETWEEN CITY OF MOSCOW, IDAHO . AND BACKYARD HARVEST, INC. THIS AGREEMENT FOR SNAP BENEFITS FACILITATION DURING 2015 FARMERS MARKET SEASON BETWEEN CITY OF MOSCOW, IDAflO ANDJ3ACKYARD HARVEST, INC. (hereinafter "Agreement") is entered into this N vday of Ap1r1. L. , 2015 by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY") and Backyard Harvest, Inc., a non-profit corporation of the State of Idaho, 510 West Palouse River Drive, Moscow, Idaho, 83843 (hereinafter "BACKYARD HARVEST"); W I T N E S S E T H : WHEREAS, CITY desires to pay BACKYARD HARVEST to facilitate the use of SNAP (Supplemental Nutrition Assistance Program) benefits during CITY's 2015 Farmers Market Season; and WHEREAS, BACKYARD HARVEST is authorized to facilitate the acceptance of SNAP benefits at the Farmers Market; and WHEREAS, the purp_ose of this Agreement is to outline the relative responsibilities of the parties related to the facilitation and/or use of SNAP benefits at CITY's Farmers Market (hereinafter "the PROGRAM"); NOW, THEREFORE, BACKYARD HARVEST and CITY hereby agree as follows: I. BACKYARD HARVEST shall do all of the following: A. Oversee a booth centrally located in the Farmers Market, which shall be equipped with Electronic Benefit Transfer (EBT) equipment to access Supplemental Nutrition Assistance Program (SNAP) information and distribute script every Farmers Market day from May 2, 2015 through October 31, 2015; B. Receive direct deposits from the United States Department of Agriculture (USDA) and distribute reimbursements to Farmers Market vendors on a weekly basis; C. Provide annual financial records to CITY detailing the script transactions; and D. Assist in marketing the PROGRAM through distributing posters and brochures to area food banks and meal program. E. While the primary responsibility of Backyard Harvest will be to perform the tasks identified in items A. through D. above, where possible, it shall also assist CITY in conducting the general information activities of this centrally located booth including providing residents with printed materials on how to participate in the market; checking out wagons to Market customers; maintaining a lost and found; and dealing with lost children. PROFESSIONAL SERVICES AGREEMENT; BACKYARD HARVEST, FARMERS MARKET (2015) PAGE 1 OF5 ---PAGE BREAK--- II. CITY shall do all of the following: A. Provide BACKYARD HARVEST with booth space centrally located within the Farmers Market; B. Educate Farmers Market vendors on the script system and regarding the details of which items qualify within the SNAP program. C. Provide power to run the PROGRAM during Farmers Market hours in order to execute the PROGRAM (including, but not limited to, a table and tent), for BACKYARD HARVEST. D. Pay BACKYARD HARVEST one thousand five hundred dollars ($1,500) in compensation for services rendered. Seven hundred fifty dollars ($750) shall be paid on or before June 15, 2015 with the remaining seven hundred fifty dollars ($750) due on or before November 6, 2015, minus a pro rata amount for each Market Day during which BACKYARD HARVEST fails to provide services herein, if any. III. BACKYARD HARVEST and CITY agree to the following: A. Vendor disputes shall be resolved by CITY staff with direct input of BACKYARD HARVEST. There shall be no appeal from a decision rendered by CITY. B. CITY and BACKYARD HARVEST shall each be responsible for their respective advertising and other education regarding the PROGRAM, as each deems appropriate. C. BACKYARD HARVEST shall receive an acknowledgement on appropriate CITY, UDSA, and Farmers Market public relation materials where possible in a form similar to the following: "Shop the Market is made possible by BACKYARD HARVEST, INC., and the City of Moscow". IV. Term: The term of this Agreement shall be from the date of the signing of this Agreement until November 1, 2015. Such term shall not be automatically renewed. V. Independent Contractor CITY and BACKYARD HARVEST hereto warrant by their signature that no employer/employee relationship is established between CITY and BACKYARD HARVEST by the terms of this Agreement. It is understood by the parties hereto that BACKYARD HARVEST is an independent contractor and, as such, neither it nor its employees, if any, are employees of CITY for purposes of tax, retirement system, or social security (FICA) withholding. VI. Termination of Agreement This Agreement may be terminated by BACKYARD HARVEST upon thirty (30) days prior written notice, should CITY fail to substantially perform in accordance with its terms through no fault of BACKYARD HARVEST. CITY may terminate this Agreement with thirty (30) days notice without cause and without further liability to BACKYARD HARVEST except as PROFESSIONAL SERVICES AGREEMENT; BACKYARD HARVEST, FARMERS MARKET (2015) PAGE20F5 ---PAGE BREAK--- designated by this Section. In the event of termination, BACKYARD HARVEST shall be paid for services performed to termination date, including direct expense and including a percentage of the Fee set out in Section ILE. of this Agreement, based upon the work completed. All materials related to the PROGRAM which have been produced by BACKYARD HARVEST as part of PROGRAM services shall become the property of, and shall be surrendered to, CITY at or before such termination. VIL Extent of Agreement This Agreement may be amended only by written instrument signed by both parties hereto. VIII. Data of Record CITY shall make available to BACKYARD HARVEST all technical data of record m CITY's possession required by BACKYARD HARVEST relating to this PROGRAM. IX. Termination of the PROGRAM If any portion of the PROGRAM covered by this Agreement shall be suspended, abated, abandoned or terminated, CITY shall pay BACKYARD HARVEST for the services rendered to the date of such suspended, abated, abandoned or terminated work; the payment to be based, insofar as possible, on the amounts established in this Agreement or, where this Agreement cannot be applied, the payment shall be based upon a reasonable estimate as mutually agreed upon between the two parties as to the percentage of the work completed. X. BACKYARD HARVEST's Errors and Omissions Insurance In performance of professional services, BACKYARD HARVEST will use that degree of care and skill ordinarily exercised under similar circumstances by members of the consulting profession; and no other warranty, either expressed or implied, is made in connection with rendering BACKYARD HARVEST's services. Should BACKYARD HARVEST or any of BACKYARD HARVEST's agents or employees be found to have been negligent in the performance of professional services from which CITY sustains damage, BACKYARD HARVEST has obtained Errors and Omissions Insurance in the amount of One Million Dollars ($1,000,000), and said insurance shall be held active for a two year (minimum) period from the date of completion of the PROGRAM. CITY shall receive notice of any pending te¶ination of said insurance within five days of first notice to BACKYARD HARVEST. XL BACKYARD HARVEST's Additional Insurance BACKYARD HARVEST shall maintain automobile insurance and statutory workers' compensation insurance coverage, employer's liability, and comprehensive general liability insurance coverage. The comprehensive general liability insurance shall have a minimum limit of Five Hundred Thousand Dollars ($500,000) per claim and One Million Dollars ($1,000,000) aggregate, and BACKYARD HARVEST shall cause CITY to be named as an additional insured under said policy. XII. Indemnification BACKYARD HARVEST agrees, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of PROFESSIONAL SERVICES AGREEMENT; BACKYARD HARVEST, FARMERS MARKET (2015) PAGE3 OF5 ---PAGE BREAK--- BACKYARD HARVEST in the performance of obligations under this Agreement, to the extent that BACKYARD HARVEST is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between BACKYARD HARVEST and CITY. BACKYARD HARVEST shall not be obligated to indemnify CITY for CITY's sole negligence. XIII. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. XIV. Jurisdiction and Venue It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. XV. Binding of Successors CITY and BACKYARD HARVEST each bind themselves, their partners, successors, assigns, and legal representatives to the other parties to this Agreement and to the partner, successors, assigns and legal representatives of such other parties with respect to all covenants of this Agreement. XVI. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. BACKYARD HARVEST may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of CITY. Any such BACKYARD HARVEST, subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. XVII. CITY' s Representatives CITY shall designate a representative authorized to act in behalf of CITY. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. XVIII. Conflict of Interest BACKYARD HARVEST covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the PROGRAM which would conflict in any manner or degree with the performance of services hereunder. BACKYARD HARVEST further covenants that, in performing this Agreement, it will employ no person who has any such interest. PROFESSIONAL SERVICES AGREEMENT; BACKYARD HARVEST, FARMERS MARKET (2015) PAGE40F5 ---PAGE BREAK--- XIX. Non-Discrimination BACKYARD HARVEST shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, gender, pregnancy, national origin, ancestry, age, marital status, veteran status, disability, sexual orientation, genetic information, or any other basis prohibited by local, state, or federal law. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. BAC YARD HARVEST City of Moscow, Idaho ;t!fJ Jeis'f ca Bearman, President Bill Lambert, Mayor DATED this 1Jf,. day of--+A:rt _ _ , 2015. STATE OF IDAHO ) ) ss: County of Latah ) ACKNOWLEDGMENT On thi2lf!";;;.y of ' , 2015, before me, the undersigned, a Notary in and for said State, personally appeare Jessica Bearman, President, known to me to be the person whose name is subscribed to the foregoing Agreement and acknowledged to me that she executed the same in her capacity as Director of Backyard Harvest, Inc. and that she has full legal authority to bind Backyard Harvest, Inc. to this Agreement. IN WITNESS WHEREOF, I have hereunto set my hand nd affixed my official seal the day and year hereinabove written. Notary Public for the State of Idaho Residing at VVJ 0 SC6 r / My commission expires: ? 1q. I e PAGE50F5 ---PAGE BREAK--- ACORD8 CERTIFICATE OF LIABILITY INSURANCE I DATE(MM/DD/YYYY) 4/17/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pollcles may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER BXiaC--' Ka tie DunlaD Kimberling Insurance Agency wgi E'!dl: c200> 002-4414 IrL No1·(208) 882-4510 PO Box 8246 205 S Main Aoo'Rss: j on@kimber linginsurance . com Moscow, ID 83843 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A. Mesa Underwri tars Special t Ins Co INSURED Backyard Harvest INSURER B: 933 East 7th St INSURER C: PO Box 9783 INSURER D. Moscow, Id 83843 INSURER E: (208) 559-0190 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. AuB INSR TYPE OF INSURANCE CuDE cJDEl5iYmi LIMITS LTR INSD WYO POLICY NUMBER A x COMMERCIAL GENERAL LIABILITY I CLAIMS-MADE 00 OCCUR - - GEN'L AGGREGATE LIMIT APPLIES PER: PRO· POLICY JECT OTHER: AUTOMOBILE LIABILITY - ANY AUTO - ALL OWNED - - AUTOS - LOC SCHEDULED AUTOS NON-OWNED HIRED AUTOS AUTOS UMBRELLA LIAB loccuR EXCESS LIAB CLAIMS-MADE DED I I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE D OFFICER/MEMBER EXCLUDED? (Mandalory In NH) u&nPERATIONS below EACH OCCURRENCE u"'v"'ui:: I MI""" I t:U PREMISES Ea occurrence\ MP0043001001567 4/7/2015 4/7/2016 MED EXP (Any one person) x PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG IEa acclden ,rn•uLt: LIMI I BODILY INJURY (Per person) BODILY INJURY (Per accidenl) 1i>e'i'O'Ide"n1f'1'1W\l,;t: EACH OCCURRENCE AGGREGATE 1 s'rllTuTE 1 I KRM- NIA E.L EACH ACCIDENT E.L. DISEASE - EA EMPLOYE E L DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addilional Remarks Schedule, may be allached if more space is required) Certificate holder listed is an additional insured per form CG20100413 CERTIFICATE HOLDER CANCELLATION $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 City of Moscow SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 206 East Third St THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS Moscow, ID 83843 AUTHORIZED REPRESENL k.L I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD25(2014/01) The ACORD name and logo are registered marks of ACORD