HomeMy WebLinkAboutHogback Healthcare Partners, LLC - AgreementAGREEMENT BETWEEN THE
CITY OF YAKIMA
AND
HOGBACK
THIS AGREEMENT (hereafter "Agreement") is made and entered into by and between
the CITY OF YAKIMA (hereafter "City"), a Washington municipal corporation, and the HOGBACK
HEALTHCARE PARTNERS, LLC (hereafter "Hogback"), a Washington for -profit limited liability
company.
WHEREAS, HOGBACK owns commercial property located at 110 S 9'h Avenue in the
City/County of Yakima, Washington 98902 (hereafter the "Vacant Hospital"); and
WHEREAS, the property is vacant;
WHEREAS, the City of Yakima Police Department need the use of a building that is vacant
to provide an area to train police tactics; and
WHEREAS, the City desires to use portions of the HOGBACK Property, to train various
police tactics and disciplines; and
NOW, THEREFORE, in consideration of the mutual covenants, promises, and
agreements set forth herein, it is agreed by and between the City and HOGBACK as follows:
1. SCOPE OF SERVICES. HOGBACK will allow designated City employees to use portions
of its property for police training. HOGBACK's services to the City, and the procedures and
protocols for the designated City employees' use of the property, will include the following:
a. Use of the building located at 110 S 9'h Avenue, Yakima, WA 98901.
b. Restroom facilities.
c. City employees will follow all agreed -upon safety rules that are presented in
written form by HOGBACK.
d. Dates, times and duration of use will be agreed upon by both parties at least
thirty days in advance of the first day of use.
e. Any restrictions or limitations to areas of the property will be agreed upon prior
to the use of the facility,
f. Police training to be conducted may include:
a. Operation of police vehicles on the property in areas suitable for
vehicular traffic, or
b. Use of a police canine, or
c. Discharge of training ammunition or "Simmunition", more specifically
plastic projectiles that travel at relatively low feet per second, or
d. Low light maneuvers, or
Q.
a. Police tactical movement, or
f. Radio omnnrnunioathnnn. or
Q. Use of apublic address system,
The City agrees to post "Training in Progress" signs to alleviate the concerns
of any community members to the presence of police operations.
2. PERIOD OFPERFORMANCE. The period ofperformance under this Agreement will 6e
commence on the date both parties agree bzthis agreement and will continue until midnight on
December 31.2D25. unless earlier terminated byeither party inaccordance with Section 1Oof
this Contract. The actual use of the property will be agreed upon 30 days in advance by both
parties.
3. COMPENSATION. Both parties agree that there will be no compensation for the use of
the facility.
4. TAXES AND ASSESSMENTS. HOGBACK shall Le solely responsiblefor compensating
its employees and for paying all related taxes, deducUons, and moaesmnnents, including but not
limited to, federal income tax, F|CA, social security tax, assessments for unemployment and
industrial injury, and other deductions from income which may be naqu|mmd by law or moammsed
against either party as a result ofthis Agreement, In the event the City is assessed a tax or
assessment mearesult ofthis Agreement, HOGBACK shall pay the same before itbecomes due.
5. PROPERTY CONDITION. The City shall be afforded an opportunity to evaluate the
condition ofthe facility adleast 24houro|nadvance mfmscheduled use. The City shall repair any
damage caused by the City while using the property pursuant to this Agreement.
6. IN8������ Commercial General On���mthea��wadm�
" Insurance:
of this Agreement the City shall provide to HOGBACK proof that it is insured in the nnininnunl
amount of Three Million Dollars /$3.000.000.00\ for bodily injury and property damage, either
through providing proof associated with self-insurance or a certificate and endorsement as proof
of commercial general liability insurance.
7. INDEMNIFICATION.
A� HOGBACK agrees to release, defend, indemnify, and hold harmless the City of
Yokjrna, its elected and appointed mfficia|e, offioany, employees, representatives,
insurers, attorneys, Vo|Unteero, and agents from any and all liabilities, |oaeea. suits,
]udgmnontm, actiono, o|m|nme, dennonde, donnaQaa, and costs and expenses, including
reasonable attorneys' feeu, which naou|t orarise out of acts, tmi|unas to act, errors or
om|asiona, or negligent acts if any. of HO{SBACK, its officia|o, oMiomra, employees or
agents related to HOGBAC}K'n performance or non-performance of the amn/|mae.
duties and obligations required ofitunder this Agreement.
B. The City of YmWnna m0ramo to me|omeo, defend, indmmnifv, and hold harmless
HOGBACK, its offic|a|o, offimara, employees and agents from any and all liabilities,
|oomes, suihy, judgments, actiuno, dairno, dennands, darnaQes, and costs and
expenses, including reasonable attorneys'fees, which arise out of acts, failures to act,
errors or omnisoionm, or negligent acto, if any, of the City of Ymkinla, its elected and
appointed officia|o, offimaro, employees, representatives, |nounere, mtborneys,
volunteers or agents related to the City'a performance or non-performance of the
services, duties and obligations required of it under this Agreement.
C. If any suito, judgments, mctionn, claims or demands arise out mfmr in connection with
the negligent acts and/or omissions ofboth HOGBACK and the City ofYakima ortheir
offioia|m, offimere, employees or agents pursuant to this Aoneennent, each party aho||
be liable for its proportionate share ofnegligence for any resulting suitm, judgments,
mntimno, o|oima. demands, 6ammgea, and costs and axpensea, including reasonable
attorneys' fees.
8. NONDISCRIMINATION. During the performance of thisAgreement, HOGBACK and the
City shall not discriminate in violation of any applicable federal, state and/or local law or regulation
on the basis of age, eeu, n3ce, creed, re|igion, oo|or, national oriQin, marital otetum, disab||hv,
honorably dioohmqJad veteran or military *tsdun, pnwgnanoy, sexual orientation, or any other
classification protected under federal, ototm. or local |mxv. This provision shall include but not be
limited to the following: emp|oynnent, upWrading, demodon, trnnmfer, recruitment, advertising,
layoff ortermination, rates of pay or other forms of compensation, selection for training, and the
provision ofservices under this Agreement.
9. INDEPENDENT CONTRACTOR STATUS OF HOGBACK. HOGBACK and the City
understand and expressly agree that HOGBACK is an independent contractor in the performance
of each and every pan of this Agreement. HOGBACK, as an independent oontnactor, momunnes
the entire responsibility for carrying out and accomplishing the services required under this
AoneannanL AddiUona|iy, and as an independent contractor, HOGBACK and its employees shall
make no o|o|mn of City employment nor shall claim against the City any related employment
benafitm, social eecuritv, and/or retirement benefits. Nothing contained Mmnain shall be interpreted
as creating e relationship of servant, ennp|oyem, partnership or agency between HOGBACK or
any officer, employee mragent ofHOGBACK and the City,
10. INTEGRATION. This Agreement sets forth all ofthe terms, conditions, and agreements
of the parties relative to the subject matter hereof and supersedes any and all such former
agreements which are hereby deo|mnad terminated and of no further force and effect upon the
execution and delivery hereof,
11. MODIFICATIONS. Either party may request modifications hothis Agreement but no
proposed modifications tothis Agreement shall bevalid orbinding upon either party unless such
modification ioinwriting and executed byboth parties.
This Agreement, or any interest heran, shall not be m��nad or
transferred in whole or in part by HOGBACK to any other person or entity without the prior written
consent ofthe City. In the event that such prior written consent to an assignment is granted, then
the assignee shall uenurnm all dutiea, obligations, and liabilities ofHOGBACK stated herein.
13. NON4WAIVER.The waiver of either the City orHOGBACK of the breach ofany provision
of this Aormmrnert by the other party shall not operate and/or be construed as a waiver of any
subsequent breach by either party or prevent either party thereafter enforcing such provision.
14. SEVERABILITY. If any portion of this Agreement is changed per mutual agreement or
any portion is held invalid, the remainder of the Agreement shall remain in full force and effect.
15. TERMINATION. This Agreement may be terminated, with or without cause, prior to the
date specified above in Section 2, by written notice from either party to the other thirty (30) days
in advance of the termination
16. SURVIVAL. Any provision of this Agreement which imposes an obligation after
termination or expiration of this Agreement shall survive the term or expiration of this agreement
and shall be binding on the parties to this Agreement.
17. NOTICES. Unless stated otherwise herein, all notices and demands shall be in writing
and sent to the parties to their addresses as follows:
TO CITY:
COPY TO:
TO HOGBACK:
Bob Harrison, City Manager
City of Yakima
129 North Second Street
Yakima, WA 98901
Matthew Murray, Chief of Police
Yakima Police Department
200 South Third Street
Yakima, WA 98901-2830
Chris Waddle, Governor
HOGBACK HEALTHCARE PARTNERS, LLC
2612 W Nob Hill Blvd
Suite H
Yakima, WA 98902
or to such other addresses as the parties may hereafter designate in writing. Notices and/or
demands shall be sent by both first class mail postage prepaid and by registered or certified mail,
postage prepaid or hand delivered. Such notices shall be deemed effective when mailed or hand
delivered at the addresses specified above.
19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of Washington.
20. VENUE. The venue for any action to enforce or interpret this Agreement shall lie in the
Superior Court of Washington for Yakima County, Washington.
CITY OF YAKIMA
Rotorfurt< ttorrion
By Rohea Hurl,. (May 22, 2023 I 6:31 PDT)
HOGBACK Healthcare Partners, LLC
By
Bob Harrison, City Manager Chris Waddle, Member
Date, May 16, 2023 to: 4/11/2023
ATTEST;
)
By
City Clerk 1
2023-088
City Contract No.
cil'ity Use
nt
Final Audit Report
b ck
op s
2023-05-22
Created: 2023-04-12
By: Tory Adams (tory.adams@yakimawa.gov)
Status: Signed
Transaction ID: CBJCHBCAABAA9Jx6OzgZBj8QR34k65w3N4AoDO6KDswL
"YPD Facility Use I Hogback Properties agreement" History
Document created by Tory Adams (tory.adams@yakimawa.gov)
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Matthew Murray (matt.murray@yakimawagov) has reviewed and explicitly agreed to the terms of use and to do
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Document e-signed by Matthew Murray (matt.murray@yakimawa.gov)
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Signerjennifer.ferrer@yakimawa.gov entered name at signing as Jennifer Ferrer -Santa Ines
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Jennifer Ferrer -Santa Ines (jennifer.ferrer@yakimawa.gov) has reviewed and explicitly agreed to the terms of
use and to do business electronically with City Of Yakima
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056 Document e-signed by Jennifer Ferrer -Santa Ines (jennifer.ferrer@yakimawa.gov)
Signature Date: 2023-05-16 - 6:20:53 PM GMT - Time Source: server
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Signature Date: 2023-05-16 - 7:58:09 PM GMT - Time Source: server
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Email viewed by bob.harrison@yakimawa.gov
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Signer bob.harrison@yakimawa.gov entered name at signing as Robert W. Harrison
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do business electronically with City Of Yakima
2023-05-22 - 11:34:05 PM GMT
Document e-signed by Robert W. Harrison (bob.harrison@yakimawa.gov)
Signature Date: 2023-05-22 - 11:34:05 PM GMT - Time Source: server
Document emailed to Silvia Corona (Silvia.Corona@yakimawa.gov) for approval
2023-05-22 - 11:34:06 PM GMT
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2023-05-22 - 11:48:27 PM GMT
Document approved by Silvia Corona (Silvia.Corona@yakimawa.gov)
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Agreement completed.
2023-05-22 - 11:48:27 PM GMT
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