HomeMy WebLinkAboutAgreement between the COA and The Auburn Food Bank - Nighttime Shelter Services Vdto\a,,A.fik..... ox
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AGREEMENT
Between
The City of Auburn
and
The. Auburn Food Bank (;
This ,A.gre.ement ("Agreement'") is entered into on this _ day y'/ daof "'' --. 20 t 9
(iie 'Effective Date"), by and between the City of Auburn a lurticipal corporation organized
under Title 3_M of the Revised Code of Washington (the Cite"), and the Auburn Food Bank;a
Washington public benefit corporation (the "ProVider"), collectively "the Panties."
RECITALS
I. The City of Auburn, along with all of western Washington, is experiencing,
unprei:edented numbers of individuals experiencing homelessness or are at high-risk for
experiencing homelessness; and
2.. The Auburn Food Bank is a volunteer directed organization that provides food.
referrals. resources, support, and assistance to unsheltered individuals within the City of Auburn
arid the surrounding-community; and
3. 'fhe Auburn Food Bank seeks to provide nighttime services to unsheltered adults
within the City of Auburn;and
4. The City will authorize the use of the City ofAuburn's William C. Warren Building.
and ssil l reimburse the'actual costs for the Auburn Food Bank's operation of a temporary nighttime
shelter: and
S. Th4 City
has determined that this Agreement provides necessary support to the poor
and infirm in the community.
AGREEMENT:
In consideration of the mutual promises set out in this Agreement, the Auburn Food Bank
and the City agree as follows:
t TFerrn:of Agreement.
The'.t:erm of this.Agreement will begin on the Effective T)at.e and will end in thing (3O) days.
The term of this Agreement may be extended in writing by mutual agreement of the parties. If
this Agreement expires or terminates before the Parties' entering into an Agreement fcir future
'services or extending this Agreement, the 1a.iburn Food Bank. agrees to remove all personal
properly prowptly from the City building.
2. License Granted to Auburn Food Bank by the City.
The Citi-grants the Auburn Food Bank. its employees, contractors, and agents a non-exclusive.
license for right of entry to the Warren Building and its associated parking lots. in Auburn
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Washington. including the right of ingress and egress, for the purpose of. operating a nighttime.
shelter.
3. Scope of Services.
1'lie Provider agrees to perform in a good and professional manner the tasks described in
Exhibit"A." The Provider will perform the services as an independent contractor and will
not be deemed, by virtue of this Agreement and the performance of. to have entered into any
partnership,jni'rn venture, or other relationship with the City.
4. Provider.Representations.
The Auburn Food Bank represents and warrants that it has all necessary licenses and
certifications to perform the services provided for in this Agreement, and is qualified to
perform.those services, The .Auburn Food Bank agrees to cooperate and coordinate with the
City1; its employees contractors, and agents for the purpose of maintaining the current
condition of the Warren building,
5. Parties Obligations to keep Building in Good Re air Consistent with License and Valid
Permits.
In addif.ion:to the Parties' obligations as otherwise described in this Agreement, the Scope of
Services set forth in Exhibit "A,' and the Guidelines and Responsibilities provided in Exhibit
"C;'''the Parties agree to not use or store any hazardous, toxic, radioactive or bio-hazardous
substances or petroleum products in the building.
6. Compensation,
The•City will pay the Auburn Food Bank the amounts specified on Exhibit "B."
7. Insurance.
No later than the Effective Dare of this Agreerr,ent, the Auburn. Food Bank will procure. and
maintain for the duration of this Agreement, insurance against claims for injuries to persons Or
dama e to property:L4hich may arise from or in connection tx-itb the use of the building and the
activities or the Auburn Food Bank, its guests, invitees, representatives, volunteers and
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employees,
Auburn Food Banks' maintenance of insurance as required by the Agreement shall not he
construed to limit the liability of the Auburn Food Bank to the coverage provided by that
insurance, or otherwise limit the City's recourse to arty remedy available at law or in equity.
Auburn Food Bank's required insurance wile he as follows with an insurer with a current
Best rating of not less than A VT1.1:
c General t_aiibility insurance: will be at least as broad as Insurance'Services Office.
(ISO r:;ocurrence form CO Ot 01 covering premises, operations; products-
completed operations and contractual liability. The City shall be named as an
additional insured on Auburn Food.Eaiak's General Liability insurance policy using
ISO Additional insured-Managers or Lessors of Premises Form CG 20 I 1 or an
endorsement providing as least as broad coverage. The General Liability insurance
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will be written with limits no less than $1,000,000 each occurrence, $2,000,000
general aggregate.
® Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO)
form CA 00 01. Automobile Liability insurance with a minimum combined single
limit for bodily injury and property damage of$1,000,000 per accident.
• Worker's Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
The insurance policy will contain, or be endorsed to contain that Auburn Food Bank's
insurance coverage will be primary insurance to the City's. Any insurance, self-insurance, or
self-insured pool coverage maintained by the City will be excess of the Auburn Food.Bank's
insurance and will not contribute with it.The Auburn Food Bank will name the City, its agents,
officers, and employees as additionalinsureds, except for professional liability insurance, if
any, and worker's compensation, and any insurance coverage carried or self-insurance by the
City will be excess coverage.
If the Auburn Food Bank maintains higher insurance limits than the minimums shown above,
the City shall be insured for the full available limits of Commercial General and Excess or
Umbrella liability maintained by the Auburn Food Bank, irrespective of whether such limits
maintained by the Auburn Food Bank are greater than those required by this contract or
whether any certificate of insurance furnished to the City evidences limits of liability lower
than those maintained by the Auburn Food Bank.
The Auburn Food Bank will provide a certificate of insurance evidencing the required
insurance as of the Effective Date of this contract. If a policy does expire during the term of
this Agreement, a renewal certificate must be sent to the City fifteen (15) days prior to the
expiration date of the policy. Failure on the part of the Auburn Food Bank to procure and
maintain the required liability insurance and provide proof thereof to the.City within ten (10)
days following the commencement of a new policy;is a material breach of this Agreement and
the City may immediately terminate this Agreement. The City reserves the right to continue
payment of any insurance premiums otherwise due and payable by the Auburn.Food Bankand
to deduct reimbursement from amounts due or subsequently due to the Auburn Food Bank, as
applicable.
8. .Indemnification.
The Auburn Food Bank shall defend, indemnify and hold the City, its officers,officials,
employees and volunteers harmless from any and all claims, injuries, liabilities for injury or
death of any person, damages, loss or damage to any property, losses or suits including
attorney fees, arising out of or in connection with the performance of this Agreement, except
for injuries and damages caused by the sole negligence of the City.
If a court of competent jurisdiction determines 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 Contractor
and the City, its officers, officials, employees, and volunteers, the Auburn Food Bank's
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liability hereunder shall be only to the extent of the Auburn Food .Bank's negligence. It is
further specifically and expressly understood that the indemnification provided herein
constitutes the Auburn Food Bank's waiver of immunity under Industrial Insurance, Title 51
RCW, solely for the purposes of this indemnification. This waiver has been mutually
negotiated by the parties. The provisions of this section shall survive the expiration or
termination of this Agreement.
9. No Leasehold Interest in City-Owned Building.
This Agreement does not convey to the Auburn Food Banka leasehold interest in the
building.
10. Use of City-Owned Property.
The Auburn Food Bank is authorized to use the Warren building, its utilities, and its supplies,
in addition to the associated parking lot for the limited purpose of providing nighttime
sheltering services, to include placement of a temporary POD for necessary storage. The
Auburn Food Bank shall not permit more than 35 adults to be present as shelter clients in the
Warren building at any time. The Auburn Food Bank and its guests employees, and invitees
are not permitted to engage in any on-site food preparation nor use the kitchen. Limited
access to the on-site refrigerator is permitted for individuals that require medical supplies to
be stored in refrigeration and shall only be used for immediate overnight storage.
No pets will be permitted within the Warren Building; service animals are permitted. There
will be no illegal drug use or alcohol use within the building or on the premises.
The City will provide one key for the Auburn Food.Bank's use to lock and unlock the doors
to the Warren'Building. The key is not to be duplicated and must be returned within five(5)
business days of the termination of the Agreement. The Auburn Food Bank will be required
to make sure all equipment and facilities are in substantially the same condition as of the
Effective Date of this Agreement. The Auburn Food.Bank will be required to comply with
Exhibit "C"at all times.
11. Agreement Interpretation.
All captions, headings or titles in the paragraphs or sections of this Agreement are inserted
for convenience of reference only and are not part of this Agreement. The singular will
include the plural and vice versa and masculine, feminine and neuter expressions are
interchangeable. Interpretation or construction of this Agreement will not he affected by any
determination as to who is the drafter of this Agreement, this Agreement having been drafted
by mutual agreement of the Parties.
12. Termination for Cause.
Lithe City concludesthat.the Auburn Food Bank has failed to comply with the terms and
conditions of this Agreement, or has failed to use the Cityfunds only for those activities
identified in.Exhibit A,or has otherwise materially breached one or more of the covenants in
this Agreement, the City may at any time, at its discretion, provide written notice to the
Auburn Food Bank and terminate the Agreement. The Notice of Termination for Cause will
be in writing with the reason(s)for the termination, and will specify the effective date of the
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termination. The Auburn Food Bank will be allowed at least five (5) calendar days to cure
the reasons for termination. If the breach is not cured within five(5)days, the City may
terminate the contract and recover all prior payments to the Auburn Food.Bank from the City
made within 30 days of the Effective Date.
13. Termination for Convenience..
The City reserves the right to terminate this Agreement for the convenience of the City by
delivery of a Notice of Termination with the effective date. The City may withhold all.
further payments to the Auburn:Food Bank after the date of Notice of Termination.
If the contract is terminated by the Auburn Food Bank, it remains obligated to submit all
reports provided in the Scope of Services unless no sheltering services were provided under
this Agreement.
14.Prohibited Discriminatory Actions.
The Auburn Food Bank may not, under any program or activity to which this Agreement
applies,directly or through contractual or other arrangements, discriminate on the grounds of
age,color, creed, familial status,nationality, religion, race, sexual orientation,or the presence
of any physical, mental, or sensory disability.
The Auburn Food Bank will comply with all applicable federal, state and local non-
discrimination laws and/or policies, including, but not limited to,the Americans with
Disabilities Act; Civil Rights Act; and the Age Discrimination Act.
tithe Auburn Food Bank's does not comply with any non-discrimination law or policy,this
Agreement may he rescinded, cancelled, or terminated in whole or in part,and the Auburn
Food Bank may be declared ineligible for further agreements with the City. The Auburn
Food Bank is responsible for any and all costs or liability arising from any failure to so
comply with applicable law.
15. Records.
All documents, reports, memoranda,diagrams, sketches, plans, surveys, design calculations,
working drawings,and any other materials created or otherwise prepared by the Auburn
Food Bank as part of performing this Agreement will be owned by and become the property
of the City,may be used by the City for any purpose beneficial to the City, and shall be
subject to therequirements of the Public Records Act, Chapter 42.5.6 RCW.
16.Personal Information-Notice of Security Breach.
The Auburn Food Bank agrees to notify the City of any breach of the security of any
personal information data immediately following discovery if the personal information was,
or is reasonablybelieved::tohavebeen, acquired by an unauthorized person in accordance
with RCW 42.56.590. In the event of a security breach, the Auburn Food Bank is
responsible for notifying individuals whose personal information may have become available
tounauthorized users.
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17.Inspection & Audit.
All compensation payments will be subject to adjustments for any amounts to have been
improperly invoiced, and all records and books of accounts pertaining to any work performed
under this Agreement will be subject to inspection and audit by the City for a period of three
(3)years from the final payment for work performed under this Agreement.
If any litigation, claim, dispute, or audit is initiated before the expiration of the three (3) year
period, all records and books of accounts pertaining to any work performed under this
Agreement will be retained until all litigation, claims, disputes, or audits have been finally
resolved.
18..Limitations.
Nothing in this Agreement shall be construed as limiting or expanding the statutory
responsibilities of the parties or requiring the parties to expend any sum in excess of its
appropriations.
19.Severability.
Each provision of this Agreement is intended to be severable, and if any provision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the
validity of the remainder of this Agreement.
20. Amendment, Assignment& Waiver Provisions.
No amendment, modification, or waiver of any condition,provision, or term of this
Agreement will be valid unless it is made in writing,signed by the party or parties to be
bound, or their duly authorized representatives, and specifies, with particularity, the nature
and extent of the amendment, modification, or waiver.
The failure of either party at any time to require performance by another party of any
provisions of this Agreement will in no way affect the party's subsequent rights and
obligations under that provision, and waiver by any party of the breach of any provision of
this Agreement will:not be taken or held to be a waiver of any succeeding breach or as a
waiver of any provision.
21.integration & Binding Effect.
This Agreement,together with any subsequent amendments or addendums, constitutes the
entire agreement of the Parties and no other understandings, oral or otherwise, regarding this
Agreement shall exist or bind any of the Parties.
This Agreement is binding on the Parties and their respective successors and assigns,
provided.that.this Section shall notbedeemed_to permit any transfer or assignment otherwise
prohibited by this Agreement.
This Agreement is for the exclusive benefit of the parties and it does not create a contractual
relationship with, or exist for the benefit of, any third party, including contractors,
subcontractors, or their sureties.
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22. Choice of Law.
This Agreement and the rights of the parties will be governed and interpreted in accordance
with the laws of the State of Washington and venue for any action will be in King County,
Washington. Any applicable statute of limitation will begin no later than thesubstantial
completion by the Provider of the services.
Subject to the limitations set forth in RCW 4:84.330, each party agrees to bear its own costs
and attorneys' fees generated by any dispute arising out of this Agreement.
23. Notices,.Reports& Correspondence.
All notices or communications permitted or required to be given under this Agreement will
be in writing and must be delivered in person or deposited in the United States mail, postage
prepaid, by certified mail,return receipt requested, and addressed, if to a party of this
Agreement, to the address for the party set forth in this Agreement, or if to a person not a
party to this Agreement, to the address designated by a party to this Agreement.
All notices, reports, and correspondence will be sent to:
City of Auburn The Auburn Food Bank
Auburn City Hall Auburn Food Bank
Attu:Director of Administration Attn: Debbie Christian
25 West Main 930 18th PI SE
Auburn, WA 98001-4998 Auburn, WA 98002
(253)931-4009 (253) 833-8925
Fax (253)288-3132 Fax (253) 833-1332
E-mail:dhinman@aubu.rnwa.gov E-mail: debbiec@theauburnfoodbank.org
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24. Signature Authority..
This Agreement may be executed in counterparts, each of which will be one and the same
Agreement and will become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party.
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed
effective the day and year first set forth above.
CITY OF AUBURN AUBURN FOOD BANK
By
NancyBac.. 4 ayor Title 4
��.� I� FederaC ax[D# 1. I z_ _5(.7 "
Date 2c 2 c..)nv 9
Date
APPROVED AS TO FORM:
Steven Gross, City Attorney
._.._._........................
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SCOPE OF SERVICES
Exhibit A
The Auburn Food Bank will provide staff and operational support for a nighttime sheltering
service for the duration of this Agreement. The services will be offered on City-owned property
and will permit up to 35 adults to stay overnight in the Warren building.
Services
The Auburn Food Bank will:
• Operate a nighttime sheltering service each day between the hours of 8 PM and 7 AM, or as
otherwise directed by the City of Auburn based on prior facility rental arrangements;
• Provide one shelter coordinator who will act as the primary contact for all shelter activities;
• Provide at least two staff members on-site between the hours of 8 PM and 7 AM, 7 days a
week,to oversee shelter operations on-site during hours of operation and act as fire watch;
• Perform all fire watch responsibilities to include continuous surveillance of the building for.
the purposes of identifying and controlling fire hazards,detecting early signs of fire, raising
an alarm of fire and notifying the fire department in the event of a fire;
• Maintain one(1)working portable fire extinguisher to be in close proximity to the staff
member assigned to fire watch atall times;
• Provide referralsand resources related to housing,job training, counseling, and treatment for
unsheltered residentsseeking assistance through the daytime services program,;
• Comply with applicable health codes, rules, and regulations in performing nighttime
sheltering services;
• Transport all shelter service recipients to the shelter and from the shelter on a daily basis and
follow best practices for transportation of vulnerable adults;
• Perform all basic janitorial requirements for building upkeep, including contacting a plumber
as necessary during hours of operation, cleaning the floors, and all cots and blankets;
• Offer.1 cot and I blanket to each individual at the shelter;
• Participate in Coordinated Entry for All requirements to help connect homeless single adults..
to available housing and appropriate service options;
• Provide a weekly report to the City's Director of Administration of(1)the nightly population
receiving sheltering services;(2) basic demographics of individuals staying at the nighttime
shelter; and (3)a numerical count of how many persons were turned away each night due to
shelter capacity;
• Timely respond to requests for information, updates,and inspectionsas required by the City
of Auburn;
• Provide e-mail notification to City of Auburn Director of Administration within twenty-four
hours of any first responder events at the site, including ambulance, fire, or police department
dispatchto the Warren Building or Veteran's Memorial Park during the hours of operation of
the nichttime shelter,
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COMPENSATION
EXHIBIT B
The City will reimburse the Auburn Food Bank for all actual costs of staff and expenses
incurred as to perform the work set forth in the Scope of Services. Exhibit A. Payment is not to
exceed Six Thousand Dollars($6,000). This fee shall be payable upon receipt of an invoice from
Auburn Food Bank with appropriate supporting documentation. The City will make any
remaining payments up to the not-to-exceed amount no later than 30 days after the.Effective
Date.
{
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General Guidelines and Expectations for Use
EXHIBIT C
• Provide at least two staff members on-site between the hours of 8 PM and 7 AM, 7 days a
week,to oversee shelter operations on-site during hours of operation and act as fire watch;
o Staff members shall be instructed in the proper use, regular maintenance and location of valid
portable fire extinguishers to be kept on the premises during the hours of operation;
® Fire watch responsibilities include continuous surveillance of the building for the purposes of
identifying and controlling fire hazards,detecting early signs of fire, raising an alarm of fire
and notifying the fire department in the event of a fire;
• Smoke detectors shall be tested weekly and batteries replaced as needed;
• Perform all basic janitorial requirements for building upkeep, including contacting a plumber
as necessary during hours of operation,cleaning the floors, and all cots and blankets.
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