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HomeMy WebLinkAbout5574 RESOLUTION NO. 5574 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, RELATING TO THE AUBURN FOOD BANK'S OPERATION OF THE NIGHT SHELTER AND AUTHORIZING THE MAYOR TO NEGOTIATE, ADMINISTER, AND EXECUTE AN AGREEMENT WITH THE AUBURN FOOD BANK WHEREAS, the City of Auburn, along with all of western Washington, is experiencing unprecedented numbers of individuals experiencing homelessness or are at high-risk for experiencing homelessness; and WHEREAS, 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 and the surrounding community; and WHEREAS, the Auburn Food Bank operates a night shelter for individuals within the Auburn Resource Center Building located at 2806A Auburn Way North, Auburn, WA 98002; and WHEREAS, the City of Auburn will provide funds to the Auburn Food Bank for the operation of the night shelter consistent with this Agreement; and WHEREAS, the City has determined that this Agreement provides the necessary support of the poor and infirm in the community; and WHEREAS, the public and the City benefit from the services provided by the Auburn Food Bank. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, RESOLVES as follows: Resolution No. 5574 December 15, 2020 Page 1 of 2 Rev.2019 Section 1. The Mayor is authorized to negotiate, administer, and execute an Agreement between the City of Auburn and the Auburn Food Bank, which shall be in substantial conformity with the attached "Agreement". Section 2. The Mayor is authorized to implement those administrative procedures necessary to carry out the directives of this legislation. Section 3. This Resolution will take effect and be in full force on passage and signatures. Dated and Signed: January 19, 2021 CITY OF AUBURN ICY _ ACKUS, MA OR ATTEST: APPROVED AS TO FORM: Shawn Campbell, MMC, ity Clerk Kendra Comeau, City Attorney Resolution No. 5574 December 15, 2020 Page 2 of 2 Rev.2019 DocuSign Envelope ID:8EB6F101-B0E0-4787-80A2-94E027914B81 AGREEMENT Between The City of Auburn And The Auburn Food Bank For Operation of the Night Shelter This Agreement is made and entered into on this 14 day of July , 2021, by and between the City of Auburn, a municipal corporation organized under Title 35A of the Revised Code of Washington (the "City"), and the Auburn Food Bank, a Washington public benefit corporation(the"Provider"and collectively "the Parties"). RECITALS: 1. The City of Auburn, along with all of western Washington, is experiencing unprecedented 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 and the surrounding community;and 3. The Auburn Food Bank operates a night shelter for individuals within the Auburn Resource Center Building located at 2806A Auburn Way North, Auburn, WA 98002; and 4. The Auburn Food Bank will pay the City rent for the space being occupied at 2806A Auburn Way North, Auburn, WA 98002; and 5. The City agrees to provide funds to the Auburn Food Bank for the operation of the night shelter and the Auburn Food Bank will seek additional funding sources and partnerships; and 6. The Parties expressly intend all provisions of the Agreement to apply in full force and effect for the duration of January 1,2021 through December 31,2022; and 7. The City has determined that this Agreement provides the necessary support of the poor and infirm in the community. AGREEMENT: In consideration of the mutual promises contained in this Agreement,the Parties agree as follows: DocuSign Envelope ID:8EB6F101-B0E0-4787-80A2-94E027914B81 1. Term of Agreement. The Parties intend for the term of this Agreement to be January 1,2021 through December 31, 2022. 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 for future services or extending this Agreement, the Auburn Food Bank agrees to remove all personal property promptly from the Consolidated Resource Center. 2. Scope of Services. The 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,joint venture, or other relationship with the City. 3. 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 is prohibited from making any program services, resources, assistance, or sheltering conditional on clients participating in any sort of religious activity.No funding provided through the City may be used to support or engage in any explicitly religious activities, including activities that involve overt religious content such as worship, religious instruction, or proselytization. The Auburn Food Bank agrees to cooperate and coordinate with the City, its employees,contractors, and agents for the purpose of maintaining and repairing the building consistent with the lease. The Auburn Food Bank agrees to cooperate and coordinate with the City, its employees,contractors, and agents under the Auburn Consolidated Resopree Center lease upon the lease effective date. 4. Compensation. As compensation for the Provider's performance of the services provided for in this Agreement, the City will pay the Provider the fees and costs specified in Exhibit "B". This compensation shall be used for work performed or services rendered and for all labor, materials, supplies, equipment, overhead, profit, and incidentals necessary to complete the work. Copies of original supporting documents shall be supplied to the City upon request. Compensation to be paid the Provider in succeeding years after the current year will be contingent upon availability of funds. Provider commits to obtaining additional and independent funding sources 5. Parties Obligations to Keep Building in Good Repair Consistent with Lease. In addition to the Parties' obligations as otherwise described in this Agreement and the Scope of Services, Exhibit A, the Parties agree to not use or store any hazardous, toxic, radioactive or bio-hazardous substances or petroleum products in the building. The Parties agree that the building will not be occupied by any person other than the Parties, their agents, employees, and invites or used for residential or dormitory purposes. DocuSign Envelope ID:8EB6F101-B0E0-4787-80A2-94E027914B81 6. Insurance. The Provider shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Provider, its agents, representatives, or employees. A. No Limitation The Provider's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Provider to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. B. Minimum Scope of Insurance The Provider shall obtain insurance of the types and coverage described below. 1. 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. 2. Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations,stop-gap independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under the Provider's Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO endorsement form CG 20 26. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Provider's profession. C. Minimum Amounts of Insurance The Provider shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Liability insurance shall be written with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. DocuSign Envelope ID:8EB6F101-B0E0-4787-80A2-94E027914B81 D. Other Insurance Provision The Provider's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the City. Any insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of the Provider's insurance and shall not contribute with it. E. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:V1I. F. Verification of Coverage The Provider shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. G. Notice of Cancellation The Provider shall provide the City with written notice of any policy cancellation within two business days of their receipt of such notice. H. Failure to Maintain Insurance Failure on the part of the Provider to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days' notice to the Provider to correct the breach, immediately terminate the Agreement or,at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith,with any sums so expended to be repaid to the City on demand,or at the sole discretion of the City,offset against funds due the Provider from the City. I. City Full Availability of Provider Limits If the Provider 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 Provider, irrespective of whether such limits maintained by the Provider are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Provider. Page 4 of 11 DocuSign Envelope ID:8EB6F101-B0E0-4787-80A2-94E027914B81 7. Indemnification Provider shall defend, indemnify and hold the City, its officers, officials,employees and volunteers harmless from any and all claims, injuries,damages, losses or suits including attorney fees,arising out of or resulting from the acts,errors or omissions of the Provider in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Provider and the City, its officers,officials,employees, and volunteers,the Provider's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Provider's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Provider'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.The Parties intend for the provisions of this section to apply beginning January 1,2020,and shall survive the expiration or termination of this Agreement. 8. No Leasehold Interest. This Agreement does not convey to the Auburn Food Bank a leasehold interest. 9. Dispute Resolution. In the event that any dispute or conflict arises between the parties while this Agreement is in effect,the Parties agree that, notwithstanding such dispute or conflict, the Parties will continue to make a good faith effort to continue to cooperate and continue to work toward successful completion of the services outlined in Exhibit A. In the event that any party believes another party has breached a term of this Agreement, it may request in writing that the Parties meet and confer in good faith for the purpose of attempting to reach a mutually satisfactory resolution of the problem within fifteen (15)days of the date of service of the request. 10. 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 be affected by any determination as to who is the drafter of this Agreement,this Agreement having been drafted by mutual agreement of the Parties. Page 5 of 11 DocuSign Envelope ID:8EB6F101-B0E0-4787-80A2-94E027914B81 11. Non-Availability of Funds. Every obligation of the City under this Agreement is conditioned upon the availability of funds appropriated or allocated for the performance of such obligation; and if funds are not allocated and available for the continuance of this Agreement,then this Agreement may be terminated by the City at the end of the period for which funds are available. The City makes no commitment to support the services contracted for and assumes no obligation for future support of the activity or services contracted herein expect as expressly set forth in this Agreement. 12. Termination for Cause. If the City concludes that the Auburn Food Bank has failed to comply with the terms and conditions of this Agreement,or has failed to use the City funds 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 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 recover all prior payments to the Auburn Food Bank from the City made within 60 days of the Effective Date. The City may, in its sole discretion, by written notice to the Auburn Food.Bank, immediately terminate this Agreement, if it is found after due notice and examination by the City that there is a violation of the Ethics in Public Service Act, Chapters 42.23 and 42.52 RCW. 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. 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 race, color, creed, religion, national origin, sex, sexual orientation, familial status, age, or where there is the presence of any sensory, mental or physical handicap. 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. In the event of the Auburn Food Bank's noncompliance or refusal to comply with any non- discrimination law or policy,this Agreement may be rescinded,cancelled,or terminated in whole or in part,and the Auburn Food Bank may be declared ineligible for further Page 6 of 11 DocuSign Envelope ID:8EB6F101-B0E0-4787-80A2-94E027914B81 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 and transmitted to the City as part of performing this Agreement will be owned by and become the property of the City. The Auburn Food Bank agrees that it will comply with the Washington Public Records Act, if required, and shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees,arising out of or resulting from the acts, errors or omissions of the Provider in complying with the Washington Public Records Act. 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 reasonably believed to have been, 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 to unauthorized users. 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 as requiring the parties to expend any sum in excess of its appropriations. 19. Force Majeure. No party to this Agreement will be held responsible for delay or default caused by terrorism, pandemics, natural disasters, riots, acts of god and/or war that is beyond the reasonable control of the parties. Page 7 of 11 DocuSign Envelope ID:8EB6F101-B0E0-4787-80A2-94E027914B81 20. 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. 21. 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 the duly authorized representatives thereof, and specifies,with particularity,the nature and extent of such 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. 22. 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 not be deemed 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. 23. 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; provided, however,that it is agreed and understood that any applicable statute of limitation will commence no later than the substantial 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. 24. Notices,Reports & Correspondence. All notices or communications permitted or required to be given under this Agreement will be in writing and will be deemed to have been duly given if delivered in person or deposited in the United States mail,postage prepaid, by certified mail, return receipt requested, and Page 8 of 11 DocuSign Envelope ID:8EB6F101-B0E0-4787-80A2-94E027914B81 addressed, if to a party of this Agreement,to the address for the party set forth above,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 Attn: Jamie Thomas Attn: Debbie Christian 25 West Main St. 930 18`h PI SE Auburn, WA 98001-4998 Auburn, WA 98002 (253) 804-5019 (253) 833-8925 jdthomas@auburnwa.gov Fax (253) 833-1332 25. 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 hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN AUBURN FOOD BANK rDocuSgred by: Vaiu(liYisfiaan ancy Bal s, Mayor Title Executive Di rector Federal Tax ID# 1 L ' Date 7/14/2021 Date APPROVED AS TO FORM: 1690A, CO Kendra Comeau, City Attorney Page 9 of 11 DocuSign Envelope ID:SEB6F101-B0E0-4787-80A2-94E027914B81 SCOPE OF SERVICES Exhibit A The Auburn Food Bank will operate a night shelter for individuals experiencing homelessness. The provision of shelter shall not be conditioned upon participation in religious activities or subject to other religious requirement, nor limited to a certain duration for each individual. The Auburn Food Bank will: • Provide appropriate staff from 8:30 PM to 7 AM,7 days a week,for the low-barrier overnight housing in the building located at 2802-2818 Auburn Way North in Auburn; • Comply with applicable health codes, rules, and regulations in performing nighttime sheltering services; • Offer 1 cot and 1 blanket to each individual at the shelter; • Provide a weekly report to the City's Director of Administration and the City's Finance Director 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. Page 10 DocuSign Envelope ID:8EB6F101-B0E0-4787-80A2-94E027914B81 COMPENSATION EXHIBIT B The City agrees to compensate the Auburn Food Bank in the amount of One Hundred Fifty Thousand Dollars($150,000)for the provision of work as required in the Scope of Services, Exhibit A, and for the year of 2021. The City agrees to compensate the Auburn Food Bank in the amount of One Hundred Fifty Thousand Dollars ($150,000)for the provision of work as required in the Scope of Services, Exhibit A, and for the year of 2022. Page 11