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HomeMy WebLinkAboutILA - Mid Columbia Libraries Lease and Library Services - 2010-2020FILED FOR RECORD AT REQUEST OF: Zona G. I_enhart, Auditor. Franklin County, WA. City of Pasco, Washington AFN # 1751537 Recorded 061512010 at 02:44 PM DocType: AGREE 11 Page(s) Filing Instrument $72.00 WHEN RECORDED RETURN TO: Recorded at the request of: PASCO CITY OF City of Pasco 525 North 315 Pasco WA 99301 INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF PASCO AND MID -COLUMBIA LIBRARIES THIS INTERLOCAL COOPERATION AGREEMENT, hereinafter referred to as the "Agreement", for library services is entered into by and between the City of Pasco, Washington, hereinafter referred to as "City", and the Mid -Columbia Libraries, hereinafter referred to as "District", on this `) day of -aV IuC , 2010. WITNESSETH: WHEREAS, District and the City are authorized by RCW 39.34 to enter into this Agreement for the purpose of providing library services to the citizens of the City of Pasco, and District is authorized pursuant to RCW 27.12.180 to render library services to the City providing to the citizens of the City the same library privileges as those provided for residents of District's library district; and WHEREAS, the District and the City have been operating successfully under a Contract dated December 3, 2001, later amended by Addendum dated November 19, 2008 and extended by an agreement dated February 16, 2010, whereby the District has furnished complete library service to the City in return for funds provided by the City; and WHEREAS, for the mutual benefit of all, and to give the best library service to the greatest number of people at the most reasonable cost, and to make it convenient for the City residents to use library books and other materials by making the most economical use of available funds through the centralization of supervision and the purchase of supplies, books and other library materials and equipment; NOW THEREFORE, Interlocal Cooperation Agreement - Page 1 IT IS HEREBY AGREED as follows: I. Termination of Prior Contract: The contract dated December 3, 2001 and its subsequent addendum and extension now in effect between District and the City shall be terminated as of December 31, 2010, and superseded by this Agreement on January 1, 2011. II. General Conditions: The District agrees that it shall make available to the residents of Pasco the resources and library services generally available throughout the Library District, and except as otherwise provided in Section VII herein, to the extent deemed reasonable and equitable by the District in view of its district -wide service responsibilities. The District further agrees that the residents of the City are entitled to, and shall receive the same library privileges as are provided to all residents of the District. III. Library Materials: In the provision of books and non -print materials by the District, the collection for a community library shall depend on the population served, the shelf space available, the use made of the materials, and the funds available in the district -wide materials budget. The District has the responsibility for the selection and maintenance of such materials. In addition, the District shall make all decisions regarding disposition of gifted materials and equipment. Regulations governing the use of the library and its collection will be set by the District. IV. Library Staff. The District shall provide competent and qualified staff suitable for rendering library services to the public and shall have sole responsibility for all personnel administration, including selection, training, discipline and other personnel administrative functions. V. Pasco Library — Main Branch: District shall have full use of the existing library facility located at 1320 West Hopkins, Pasco, Washington, and more legally described on Exhibit A attached hereto, for the operation of a public library and for no other purpose, and shall take all reasonable precautions to prevent damage, injury, or loss by reason of or related to the operation and maintenance of the library. Included in such use are the furnishings, shelving, and counters more particularly described in Exhibit B, including such replacement and additional furnishings, equipment and materials purchased by the City. The facility shall be jointly managed with District having complete authority over the services rendered. The City, at its sole expense, will repair, maintain and operate the facility, including heat, air conditioning, water, light and reasonable janitorial service, and grounds maintenance. This provision does not apply to damages to the premises caused intentionally, negligently, or from misuse by District's employees. District shall not make any alterations, additions, improvements, utility installation (including power panels) to the premises without the prior written consent of the City, which consent will not be unreasonably withheld. Interlocal Cooperation Agreement - Page 2 In 2008, the District contributed to capital improvements to the facility in an amount of Twenty-two Thousand Three Hundred and Two Dollars and Twenty-two Cents ($22,302.22), consisting of painting, carpet and chair rail installation. In the event this Agreement is terminated, for whatever reason, prior to the end of its stated term, the City agrees to reimburse the District for the costs of the foregoing improvements according to the following schedule: If termination occurs after: Percentage of Original Costs or Reimbursement January 1, 2012 70% January 1, 2013 60% January 1, 2014 50% January 1, 2015 40% January 1, 2016 30% January 1, 2017 20% January 1, 2018 10% The City may utilize meeting space in the library, and the City meeting uses will have priority over non District users. Scheduling shall be coordinated with the designated library staff, so as not to interfere with the normal operations of the library. During the term of this Agreement, and any renewal thereof, the Library shall be identified by exterior lettering as: "Pasco Library Operated by Mid -Columbia Libraries." VI. Pasco Library - - West Branch: The District agrees to rent, staff and maintain a West Pasco satellite Branch Library at no direct cost to the City. The size, location and operating hours of the West Pasco Library will be determined by the District after consultation with the City. It is the intent of the parties for the West Pasco Library to be in operation by 2013. During the term of this Agreement, and any renewal thereof, the West Pasco Library shall be identified by exterior lettering as: "West Pasco Library Operated by Mid -Columbia Libraries. " VII. Hours of Service: Regular hours of service will be determined by the District, taking into account the population served, the use made of the facilities, and the funds available in the district -wide staff budget, provided, however, the contract fee specified in Section XI shall entitle the City to a minimum of 60 hours total per week of scheduled service between both branches combined, however, service to the Main Branch shall be not less than 40 hours per week. Any reduction in the schedule of service below the foregoing hours shall require written agreement of the parties. Interlocal Cooperation Agreement - Page 3 VIII. Fire and All Risk Insurance: The City shall maintain, at its sole expense, fire and all risk casualty insurance upon the premises of the Main Branch as a part of its existing blanket insurance policies for full replacement value, together with all City owned furnishings, equipment, and materials therein. The District shall procure and, maintain at its expense such insurance as it deems necessary for the coverage of its materials, equipment, and supplies at both the Main Branch and West Pasco Branch libraries, and shall have no interest in the proceeds of any policy secured by the City for the protection of its property. The City and District hereby waive the subrogation provisions of any insurance policy issued to either covering any casualty arising out of the ownership, use, maintenance or operation of either building or premises, but only to the extent such policy permits such a waiver. IX. Liability Insurance: The District 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 District's repair, maintenance, and operation of the Pasco Library or the West Pasco Library. The City 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 City's repair, maintenance and operation of the Main Branch Library. No Limitation: Maintenance of the insurance policies as required by the Agreement shall not be construed to limit the liability of either parry to the coverage provided by such insurance, or otherwise limit the recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Each party shall obtain insurance of the type described below: 1. Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and contractual liability. The City shall be named as an insured on District's Commercial General Liability insurance policy using ISO Additional Insured -Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement providing equivalent coverage. The District shall be named as an additional insured under the insurance or insurance pool coverage maintained by the City. 2. Property insurance shall be written on an all risk basis. B. Minimum Amounts of Insurance. Each party shall maintain Commercial General Liability insurance with limits no less than$1,000,000 each occurrence, $2,000,000 general aggregate. Interlocal Cooperation Agreement - Page 4 C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: 1. The District's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the District's insurance and shall not contribute with it. 2. The party's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. D. Acceplqbilily of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. E. Verification of Coverage. Each party shall furnish the other with original certificates and a copy of the amendatory endorsement, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of this Agreement. F. Waiver of Subrogation. District and City hereby release and discharge each other from all claims, losses and liabilities arising from or caused by any hazard covered by property insurance on or in connection with the premises or said building. This release shall apply only to the extent that such claim, loss or liability is covered by insurance. X. Indemnification. A. The District shall defend, indemnify and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, suits, actions, or liabilities for injury or death of any person, or for loss or damage to property, which arises out of the District's use of the Pasco and West Pasco Libraries, or from the conduct of the District's business, or from any activity, work or thing done, permitted, or suffered by District in or about the libraries, except only such injury or damage shall have been occasioned by the sole negligence of the City. Interlocal Cooperation Agreement - Page 5 B. The City shall defend, indemnify and hold harmless the District, its officers, officials, employees and volunteers from and against any and all claims, suits, actions, or liabilities for injury or death of any person, or for loss of damage to property, which arises of out the City's obligation to maintain the Main Branch Library, or from any activity, work, or thing done by the City, its officers, officials, employees and volunteers whose negligent acts or omissions are the proximate cause of the claimed damage, except only such injury or damage as shall have been occasioned by the sole negligence of the District. XI. Contract Fee: For the year commencing January 1, 2011 the City agrees to pay the District, in monthly installments, a base contract fee of $1,100,000. Commencing January 1, 2012, and each year thereafter during the term of this Agreement, the City agrees to pay in monthly installments a contract fee equal to the fee paid the previous year adjusted by the percentage change in the District levy for the new contract year. Notwithstanding the foregoing, the City shall have the right to limit the percent change in fee so as to not exceed the percentage change of assessed value of the City for the same time period. In such event, the District may make such adjustments to its service as reasonably necessary to offset the loss in revenue. The annual fee shall be calculated at such a time that each January 1" begins a new fee year. Annual fees shall be made in 12 equal installments with each installment to be remitted on or before the last day of each month. In the event the monthly installment payment is not paid by the last day of the month in which it is due, then in addition thereto, as a late charge, the City agrees to pay I% per month of the delinquent installment for each month delinquent until paid. XII. Term of Agreement: Unless earlier terminated, this Agreement shall end December 31, 2020. Notwithstanding the foregoing, either party may terminate this Agreement to take effect not less than eighteen (18) months from the date of written notification. Upon termination, all alterations, improvements, additions, or fixtures made by District to the main branch, other than District's property, shall become the property of the City and be surrendered with the premises. XIII. Renegotiation: At any time during the last seven years of the contract, either parry may request renegotiation of one or more terms of the contract by providing advance written request to the other party. Such notice shall cite the basis for the request in sufficient detail to provide the other party a reasonable understanding of the scope of the requested negotiation. The only obligation created by such notice shall be the obligation to meet and discuss, in good faith, the basis for the request; however, neither party shall be under any obligation to amend this Agreement. XIV. Annexation: During the term of the Agreement, but no later than 2016, upon the written request of either party, the parties agree to meet and evaluate, in good faith, the potential annexation of the City into the District. Interlocal Cooperation Agreement - Page 6 XV. Interlocal Cooperation Act Provisions: No special budget or funds are anticipated, nor shall be created. It is not intended that a separate legal entity be established to conduct this cooperative undertaking, nor is the acquiring, holding, or disposing of real or personal property contemplated, other than as specifically provided within the terms of this Agreement. The City Manager of the City and the Executive Director of the District shall be designated as the Administrators of this Interlocal Agreement. This Agreement shall be filed with the Franklin County Auditor, or alternatively listed by subject on either Party's website or other electronically retrievable public source. XVI. Miscellaneous: A. Waiver. The parties agree that time is of the essence of each and every provision contained herein and no waiver of any breach of any condition or covenant shall waive any other condition or covenant or any future breach. B. Illegal . The parties agree that if any provision of the Agreement is declared illegal or violative of the law, the remaining provisions thereof shall remain in full force and affect. C. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes and replaces any and all prior or contemporaneous agreements or understandings, written or oral, express or implied, between the parties concerning the subject matter of this Agreement. D. Modification. This Agreement shall not be subject to modification except by written agreement signed by the parties. E. Cooperation. The parties agree to fully cooperate in all matters related to or arising out of this Agreement. F. Scrutin . This Agreement has been submitted to the scrutiny of the parties and their respective legal counsel and shall be given a fair and reasonable interpretation in accordance with the words hereof without consideration or weight being given to its being drafted by or for one of the parties. Interlocal Cooperation Agreement - Page 7 XVII. Dispute Resolution: Should any dispute arise concerning the interpretation, enforcement, breach or default of this Agreement, the parties shall first meet in good faith and attempt to resolve or mediate the dispute. In the event it remains unresolved by mediation, the dispute shall be resolved by final and binding arbitration pursuant to RCW 7.04A, the Mandatory Rules of Arbitration, but with no right of appeal. The arbitration shall be conducted by a single arbitrator selected by mutual agreement of the parties or, failing such agreement, the arbitrator shall be selected by the then presiding judge of the Franklin County Superior Court. Venue for such arbitration shall be placed in Franklin County, Washington, and the prevailing party shall be awarded its attorney fees and costs as additional judgment against the other. IN WITNESS THEREOF, the said District and the said City have caused this contract and agreement to be executed by their respective officers on the day and year first written above. MID -COLUMBIA LIBRARIES By:. Gloria Garcia, Board Chairman Attested to by: r Sandra LePage, S cretary, MCL Board of Trustees STATE OF WASHINGTON ) ss County of Franklin ) CITY OF PASCO By: Matt Watkins, Mayor Pro Tem Attested to by: 7a -17 City Clerk I CERTIFY that I know or have satisfactory evidence that Gloria Garcia is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she is authorized to execute the instrument, and acknowledged it as the Board Chairman of Mid -Columbia Libraries to be the free and voluntary act of such entity for the uses and purposes mentioned in the instrument. SUPSCRIBED and sworn to before me this 25 day of , 2010. t gSION Notary Public in and for the State of Washington Residing at A— s P ` . enr,g, i cis v U B L1 My Commission Expires p. OP VV f, , 00 Interlocal Cooperation Agreement - Page 8 STATE OF WASHINGTON ) ss County of Franklin ) I CERTIFY that I know or have satisfactory evidence that Matt Watkins is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she is authorized to execute the instrument, and acknowledged it as the Mayor Pro Tem of the City of Pasco to be the free and voluntary act of such entity for the uses and purposes mentioned in the instrument. SUBSCRIBED and sworn to before me this day of U ucy , 2010. Notary Public in and for the State of Washington Residing at KCNtiELuicK._ _ My Commission Expires 8 - ! 7_ - i i 4jr yS10N fXA9 9, i NQTARY0 PUBOGa.: 17y OF W, y` Interlocal Cooperation Agreement - Page 9 m a f® y M L oC o_ uiN0 z _ W U) x F J 0 Uca C O r /1 U) co W • ` w r ' Q W CL V). N OM N o LL , e Q oma' „ CLCL N _ 1. W 1 DOS o 06IM - .- X W 'r V'r'm • . 7 OL i ad" fir_ JEW 4.0 A_MI6.. R Exhibit "B" Personal property owned by the City of Pasco at the Pasco Library includes all installed equipment, shelving and built in counters with the exception of the following: Personal property of Mid -Columbia Libraries at the Pasco Branch includes materials (e.g. books, magazines, tapes/discs) housed within the branch, computer workstations and associated peripherals, hardware (including servers) used to support and maintain a telecommunications and data network, a hot water dispenser, refrigerator, telephone system including telephone units, televisions and associated peripherals, an alarm system, security cameras and associated peripherals, a photocopier, a laminator, a cash register, a paper cutter, modular wall hangings, shelving including mobile units, an outdoor bookdrop, book stands, signage, artwork, blinds, chairs and other seating furniture, tables, magazine racks, rugs, filing and storage cabinets, workstations, and book bins, carts, and trucks."