HomeMy WebLinkAbout5573 RESOLUTION NO. 5573
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, RELATING TO THE AUBURN
FOOD BANK'S OPERATION OF THE DAYTIME
RESOURCE CENTER 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 will provide daytime services to unsheltered
individuals at the Auburn Consolidated Resource Center; and
WHEREAS, the City of Auburn will funds to the Auburn Food Bank for the operation
of the daytime resource center 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. 5573
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
ANCY `� KUS, MA OR
ATTEST: APPROVED AS TO FORM:
Shawn Campbell, MMC, City Clerk Ke'hdra Comeau, City Attorney
Resolution No. 5573
December 15, 2020
Page 2 of 2 Rev.2019
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AGREEMENT
Between
The City of Auburn
and
The Auburn Food Bank
For Operation of the Daytime Resource Center
14 July
This Agreement("Agreement")is entered into on this_day of ,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 will provide daytime resource services 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 of Auburn will provide funds to the Auburn Food Bank for the operation
of the daytime resource center 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 set out in this Agreement, the Auburn Food Bank
and the City agree as follows:
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L Term of Agreement.
The Parties intend:forthe term of this Agreement to be January I,2021 through December 31,
2022.. The term of this Agreement may be extended in writing by mutual agreement of the
parties. Ifth'is 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 promptlyy 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 qualifiedto
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 agreesto
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 Resource Center lease upon the lease effective date.
4. City Obligations.
The City agrees to lease the Auburn Consolidated Resource Center and to offer a lease to the
Auburn Food Bank for the duration of this Agreement, provided that the Auburn Food Bank,
complies with all required lease conditions andthe terms of this Agreement.
5. Compensation.
As compensation for the Provider'sperformance of the services provided for in this
Agreement,the City will;provide 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,
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6. 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.
7. 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:
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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.
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:VII.
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
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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.
8. 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 Parties intend for the provisions of
this section to apply beginning January 1,2020,and shall survive the expiration or
termination of this Agreement.
9. No Leasehold Interest.
This Agreement does not convey to the Auburn Food Bank a leasehold interest.
10.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.
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 be affected by any
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determination as to who is the drafter of this Agreement,this Agreement having been drafted
by mutual agreement of the Parties.
12.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.
13.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.
If the lease is not renewed or is revoked for any reason, this Agreement automatically
terminates and the parties waive all claims, demands, suits, proceedings, losses, costs, or
damages of every kind and description, including attorneys' fees and litigations expenses
which may be'made against or incurred by the City, caused by, arising out of, or contributed
to, in whole or in part, by reason of the Agreement termination.
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.
14.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.
15. 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
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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
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.
16. 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.
17. 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.
18.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.
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19.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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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
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of limitation n:;will commence.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.
25.Notices,Reports&.Correspondence.
All notices or communications permitted or required to be given under this Agreement will
be in writingand wilt be deemed to have been;duly given if delivered in person or deposited
in the United States mad,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 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 18th P1 SE
Auburn, WA 98001-4998 Auburn, WA 98002
(253)804-5019 (253)833-8925
jdthomas@auburnwa.gov Fax(253) 833-1332
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26. 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
By
a]J.bit U
Nancy Bac;Mayor Title Executive Director
Federal Tax ID #
lob' Date 7/14/2021
Date
APPROVED AS TO FORM:
Kendra Comeau, City Attorney
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SCOPE OF SERVICES
Exhibit A
The Auburn Food Bank will provide support staff for low-barrier daytime services for
unsheltered residents during the term of the Agreement. The Scope of Services includes an
obligation the Auburn Food Bank to provide sufficient staff for the Ray of Hope Day Center for
the purpose of assisting unsheltered residents living in the Auburn/South King County area in
accessing housing and resources in accordance with the terms and conditions of this Agreement.
Services
The Auburn Food Bank agrees to provide adequate staffing between 7 AM and 8:30 PM, 7 days
a week,to provide daytime services. In order to minimize conflict,and to the extent possible,
volunteers and paid staff will not be peers of the residents accessing services.
The Auburn Food Bank agrees to permit clients reasonable access to City-provided telephones
for supportive services and legal obligations during the hours of 8 AM and 5 PM, Monday
through Friday.
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COMPENSATION
EXHIBIT B
The City agrees to compensate the Auburn Food Bank in the amount of One Hundred
Twenty Five Thousand Dollars($125,000)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
Twenty Five Thousand Dollars($125,000) for the provision of work as required in the Scope of
Services, Exhibit A, and for the year of 2022.
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