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HomeMy WebLinkAbout2024-125 Agrmt Rogue RetreatAGREEMENT FOR COORDINATING SERVICESAND OF SEVERE WEATHER SHELTER BETWEEN CITY OFASHLAND AND ROGUE RETREAT This Agreement by and between THE CITY OF ASHLAND, a municipal corporation (hereinafter "City"), and of ROGUE RETREAT. ("RR"), a 501(c)(3) corporation registered in Oregon, shall be effective upon the date of the last signature. WHEREAS, City and RR enter into this agreement to identify their roles and responsibilities for providing Severe Weather Shelter o v e r n i g h t s to vulnerable persons and families at risk who require safety and protection from exposure to extreme weather conditions. WHEREAS, the City recognizes its budget constraints and the urgent need to provide shelter for its most vulnerable community members during extreme or hazardous weather conditions. Additionally, the City acknowledges the necessity of providing institutional support to the shelter to ensure efficient and safe management, In partnership with RR, the City recognizes the business continuity needs of RR for the operation of the shelter located at 2200 Ashland Street, Ashland, OR 97520 (the "Severe Weather Shelter") over consecutive nights. WHEREAS, this agreement outlines the public policy of the Council to provide emergency shelter services, as codified in Resolution 2022-33, highlighting the requirement for consecutive night operations (i.e., RR's operation of the Severe Weather Shelter from the evening of January 1, 2025, through the evening of April 1, 2025), as well as the need for the City of Ashland to cover the beginning of the winter season from November 11, 2024, to December 31, 2024. THERFORE, in consideration for the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1, RECITALS, The recital set forth above is true and correct and is incorporated herein by this reference. 2. DURATION. Except for termination as provided herein, the term of this agreement shall be January 1A 2025 until April 1!1, 2025, unless otherwise agreed, 3. BUDGET LIMITS, The cost to the City shall not exceed $120,000.0.0 unless otherwise amended. 4. RR SERVICES, FUNCTIONS AND RESPONSIBILITIES, 4.1 During the term of this Agreement, beginning on January 15, 2025, RR shall make all arrangements and commitments necessary and sufficient Page 1 of 6 to have paid and volunteer persons at a location designated for Severe Weather Shelter use. RR will provide adequately trained staffing for authorized, safe, and lawful operation of the Severe Weather Shelter. 4.2 RR will provide communication and distribution of notices for shelter nights at the Severe Weather Shelter. 4.3 RR will hire and train temporary shelter staff. 4.4 For each night the Severe Weather Shelter is open, RR will ensure the provision of Fire Watch duties are performed, by any combination of paid overnight shelter staff and trained volunteers to operate Severe Weather Shelter with oversight by a Shelter Coordinator and the Director of Program Services. RR ensures training on the emergency plan, first aid, abuse prevention, de-escalation, trauma -informed care, safety, and emergency communications for the Severe Weather Shelter, and execution of waivers, in a form reviewed by the City. 4.5 RR shall comply with the Ashland Municipal Code by paying a living wage, as defined in AMC 3.12, to all persons paid to perform work under this Agreement and to any subcontractor paid to perform 50% or more of the service work under this Agreement as detailed in Exhibit B, budget for Severe Weather Shelter activity, attached to this contract. In the event of a conflict between the responsibilities of RR in this Agreement and Exhibit B, the terms of Exhibit B shall govern, RR is also required to post the living wage notice prominently in areas where all its employees will see it. 5. CITY OBLIGATIONS. The City shall declare a Severe Weather Emergency from January 1st, 2025until April 111, 2025 and uponforecasted conditions set forth under the City's Resolution 2022-33; 5.1 The Severe Weather Shelter will operate consecutive nights beginning January 1st 2025, until April 1st 2025, 5.2 Per the City's Resolution 2022-33, any forecasted Ashland temperatures at or below 32 degrees is the threshold at which the City may declare the Severe Weather Shelter open as resources allow. 5.3 City will pay RR for costs as identified in the budget for Severe Weather Shelter activity, all costs will be paid on an actual or per event basis. 5.4 RR will invoice one to four times per month for actual nightly and operational costs of the Severe Weather Shelter as identified in attached Exhibit A. The City will reimburse weekly for invoices submitted, provided that in no event shall the total amount owed to RR from City exceed the $120,000.00 budget set forth in paragraph 3 above unless the budget is otherwise amended, 6. PAYMENT. This agreement involves the payment of money from the City of Ashland to RR for Severe Weather Shelter Services. 6.1 All payments made to RR under this Agreement should be sent to the following address; Page 2 of 6 Rogue Retreat 711 East Main Street 425 Medford, OR 97504 7. PERSONNEL. RR shall be solely responsible for wages and benefits paid to any employees or contractors working for RR. 8. REAL OR PERSONAL PROPERTY. There shall be no transfer of title or possession to any real or personal property pursuant to this Agreement. 9. TERMINATION, 9.1 All or part of this Agreement may be terminated by mutual consent by both parties; or by either party at any time, upon thirty (30) days' notice in writing and delivered by certified mail. In the event of termination of the Agreement, each party shall be responsible for its own costs and expenses in complying with the Agreement. 9.2 This Agreement may be terminated by either party if the other party commits any material breach of any of the terms or conditions of this Agreement and fails or neglects to correct the same within 10 days after written notice of such breach. if the breach is of such nature that it cannot be completely remedied within the 10- day period, this provision shall be complied with if correction of the breach begins within the 10-day period and thereafter proceeds with reasonable diligence and in good faith to affect the remedy as soon as is practicable. 10. ASSIGNMENT. RR shall not assign or transfer any interest in this Agreement without prior written consent of the City, provided, however, that RR may subcontract the performance of any provision or obligation required by this Agreement, so long as RR remains primarily responsible to the City for the performance of such provision or obligation. 11. INSPECTION RECORDS. 11.1 RR shall maintain books, records, documents, and other evidence and accounting procedures and practices sufficient to properly reflect all costs of whatever nature claimed to have been incurred and anticipated in the performance of the Agreement. The City and its duly authorized representatives shall have access to the books documents, papers, and records of RR which are directly pertinent to the Agreement for the purpose of making audit, examination, excerpts, and transcripts. Such books and records shall be maintained by RR for three years from the date of the completion of work unless a shorter period is authorized in writing. RR is responsible for any RR audit discrepancies involving deviation from the terms of the Agreement. 12. HOLD HARMLESS AND INDEMNIFICATION. Page 3 of 6 12.1 The City of Ashland is not providing services but rather purchasing services from RR. Accordingly, to the extent permitted by the Oregon Constitution and the Oregon Tort Claims Act, the parties both shall hold each other harmless, defend and indemnify the other from any and all claims, demands, damages or injuries, liability of damage, including injury resulting in death or damage to property, that anyone may have or assert by reasons of any negligence or willful misconduct of the other, its officers, employees or agents. The City of Ashland shall not be held responsible for any claims, actions, costs, judgments, or other damages, directly and injury proximately caused by any negligence or willful misconduct by RR, its employees, or agents, or its volunteers. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. 13. INDEPENDENT CONTRACTOR STATUS. RR is an independent contractor and neither RR nor anyone performing work pursuant to this Agreement and under RR's auspices is an employee of the City. RR shall have complete responsibility for performance of its obligations under this Agreement. Except as provided for in this Agreement, the City shall not be liable for any obligations incurred by RR. RR shall not represent to any person that the City is liable for RR's obligations. 14. INSURANCE. Each party is responsible for its own insurance and coverage relating to claims arising from providing or staffing a Severe Weather Shelter. No City coverage is extended to the other parties or volunteers; however, the City will maintain existing property coverage of the facility. RR shall hold the following liability insurance limits and name the City of Ashland as an additional insured party: general liability Insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars) per occurrence and for bodily injury, death, and property damage and professional liability with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars) per occurrence. This is to cover any damage caused by error, omission or negligent acts related to the services provided under this Agreement. 15. DISPUTE RESOLUTION. City and RR shall attempt to resolve all disputes through staff discussions at the lowest possible level. Both parties to this Agreement agree to provide other resources and personnel to negotiate and find resolution to disputes that cannot be resolved at the staff level. Disputes shall be initially submitted to mediation by a mediator chosen by the parties. The cost of mediation shall be borne equally by the parties. If the parties are unable to agree upon a mediator within 5 days or if mediation fails to resolve the dispute and if either party wants to further pursue the dispute, all parties waive Page 4 of 6 their right to a trial by jury. 16. NOTICE AND REPRESENTATIVES. All notices, certificates, or communications shall be delivered or mailed postage prepaid to the parties at their respective places of business as set forth below or at a place designated hereafter in waiting by the parties. City Manager 20 East Main Ashland, OR 97520 711 East Main Street #25 Ashland, OR 97520 And when so addressed, shall be deemed given upon deposit in the United States Mail, postage prepaid. In all other instances, notices: bills, and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills, and payments are to be given by giving notice pursuant to this paragraph. MERGER. THIS AGREEMENTCONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. NO AMENDMENT, CONSENT, OR WAIVER OR TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY ALL PARTIES, ANY SUCH AMENDMENT, CONSENT OR WAIVER SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THE PARTIES, BY THE SIGNATURES BELOW OR THEIR AUTHORIZED REPRESENTATIVES, ACKNOWLEDGE HAVING READ AND UNDERSTOOD THE AGREEMENT AND THE PARTIES AGREE TO BE BOUND BY ITS TERMS AND IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in two (2) duplicate originals, either as individuals, or by their officers thereunto duly authorized. CITY OF ASHLAND BY: Sabrina Cotta1 Title: City Manager Dated: Page 5 of 6 Approved as to form Doug a�s-I cGea Acting City Attorney ROGUE RETREAT: By: Sam Engel ..._.� "Title: Executive Director Dated .... IZI) Page 6 of 6