HomeMy WebLinkAboutItem 11 Second Amendment to Wellness Center Contract AGENDA ITEM SUMMARY Meeting Date: 10/19/2020
Meeting Type: Regular Meeting
Staff Contact/Dept.: Tom Mugleston
Staff Phone No: 541-726-3724
Estimated Time: Consent Calendar
S P R I N G F I E L D
C I T Y C O U N C I L
Council Goals: Provide Financially
Responsible and
Innovative Government
Services
ITEM TITLE: SPRINGFIELD SCHOOLS WELLNESS CENTER IGA – SECOND
AMENDMENT
ACTION
REQUESTED:
Authorize City Manager to negotiate and execute a second amendment to contract
C1959 with Springfield Public Schools for shared wellness center facility costs.
ISSUE
STATEMENT:
The existing IGA with Springfield Public Schools expired on December 31, 2019
and the City wishes to extend the agreement through 2025.
ATTACHMENTS: 1) C1959 Fully Executed CITY Springfield Public Schools IGA - Wellness Clinic
2) C1959 Springfield Schools Wellness Center IGA (2019) - First Amendment
3) C1959 Springfield Schools Wellness Center IGA (2020-2025) - Second
Amendment Stamped
DISCUSSION/
FINANCIAL
IMPACT:
The City shares wellness center space with Springfield Public Schools at City Hall.
Utilization of the wellness center by both City and Springfield Schools employees
and dependents continues to increase and this partnership has allowed for greater
shared access to services. Additionally, the relationship and cooperation with
Springfield Schools is working well.
The City wishes to continue this relationship and proposes extending the IGA with
Springfield public schools through 2025.
The School District shall pay to the City a facility fee in the amount of $18,636 in
calendar year 2020, and increase 4% annually over the next five years.
2021 – $19,381.44
2022 – $20,156.70
2023 – $20,962.97
2024 – $21,801.48
2025 – $22,891.56
Staff recommends Council authorize the City Manager to negotiate and accept
this second amendment.
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Electronic Signatur e
FIRST AMENDMENT TO CITY OF SPRINGFIELD
fflTERGOVERNMENTALAGREEMENTBETWEEN
THE CITY OF SPRINGFIELD
AND
SPRINGFIELD PUBLIC SCHOOL DISTRICT
Contract #1959
OCTOBER 1,2018
Parties:
The City of Spl'ingfield
225 Fifth Sta·eet
Springfield, OR 97477
And
Springfield Public School District
525 Mill Sh·eet
Springfield, OR 97477
"City"
"School District"
The Parties hereby agree that the Intel·goverrunental Agreement dated October I, 2017 between
the City of Springfield (City) and Springfield Public School District (School District) included
herein as Attachment l, is hereby amended for the first time as follows:
2. Aga·eemeut Duration. The original term of this Agreement shall commence October I,
2017 and continue through December 30, 2019 unless sooner terminated or extended as set
forth in the Agreement.
Except as amended herein, all other terms and conditions of the Tntergovemmental Agreement
between Parties dated October I, 2017 will remain in full force and effect.
CITY OF iii. GFF/}flE A
Na111e: Jf': ~ ·~~~~~----~---
Title: (_d"i 't I+UAfJF.~
Date: l I r( & rt~
.,twiewrd hv mtv Cnntn:wt OftfC ·
\ ~ {lllfJ..R-G~ 1/. tt.,g
C1959 SPS Flrsl Amendment Page 1 of 10
SPRINGFIELD PUBLIC
SCHOOLS
Name: 3-uzl»·~-~
Title: clEF /JPEi447l O<.JS OcrJcEt!L
Date: u /c .. -:; f .+o18
r '
Attachment 2, Page 1 of 10
l!ETWEEN:
AND:
CITY OF SPRINGFIELD
INTERGOVERNMENTAL AGREEMENT
Conll'act 111959
The City o.fSprlnsfield (City),
A Municipal Corporation of tho stdte ofO:·egon
225 5th Street
Spt1ngflold, OR 97477
Springfield J'ublio Sohool District (School Dlstl'lct),
525 Mill Street
Springflold, OR 97477
EFFECT!VE DATE: Octobel' !, 2017
·City Account Number(s) To lJe Cr·edl!cd (Include Percentnges):
f
--------···-·A:Cc-oiiiiliii'ii'iiiber·-----[----'P ... .;;;;,t.--.---J ------~ .. ·---·----------________ !J! ___ __
Ono Time: 420-00000-0000-481001 100%
.::~.Qrr,9olng;_1~7:()Jl_OOO-s3So_:1?,60il9'::::. .::: .. 1oor.~:··--.
RltCITALS
Electronic Signature
A. ORS 190.010 provides that unlls oflocal goYemment may enter Into agreements for the performance of any and all
1\mcUons nnd acllv!Ues that any party to tl:e agreement, Its ofllce:~, or agents have the authority to perform.
IJ. Provision ohc:·vloos for themmuneratlon speoifie<lln this contract wlll mutually benefllthe parties to It,
c. City and School District desire to enter Into ~ contract wherein School District wl\el'eby the School District will share
the City Wellness Centet· space as descl'ibed In this contract 11pon on the terms and condltlons s<t forth herein and In
Bxblblt A (attached he1-eto and Incorporated herein by reference).
AGREEMENT
L Shal'ed \Vellness Centtr.
1.1. City ogreesto share Ute Wollness C.nter space with :he School District us described In llxhlbli A ola cost not to
exceed $18,636 annually tmd monthly Installments of$1,SS3 per month or $4,6S9 quarterly commencing on the
first doy of oaoh month or quarler themofter d1rrlng the term of the Agreemenl. Compensntlon for any pertlol
ealendat• month-will he pro1'1lled on a thirty (30) day month for the number of days during tho! pot1lon month the
premises oro occttpled by Sehool Dlstrlot.
1.1.1. If School District pays Quarte•·ly thooe due dates she11 he October 1", January 1", April!" and July J",
1.1.2. Monthly orquanerly check lobe sent to: City ofSprlngfleld, Mcounts Receivable, 225 S'' Streel, 97477.
Chcokstub shall Include contract 01959. ·
1,1,3. School District ogrees to pay on•thnc start-up costs of$100,000 by December 31, 2017.
2. Ag..,.ment Durotlon. The original term Qfthls Agreementsholl commence Ootoher 1, 2017 ond oontlnuethrough
Septem~r 30, 2018 unless sooner terminated Qr~xtended as set forth In 1he Agreement
3. Ren•wol Option,
3.1. School District shall have the option to ronew this Agreement under \he following condlllons:
C1959 SptlngHeld Public Schools Page 1 (If$)
C1959 SPS First Amendment Page 2 of 10
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ATTACHMENT 1
3.1.1. The reMwal term shall commence on the day f-ollowing the date oflhe term1ni\Uon ofth0 origlnal term.
3.1.2. The option must be exercised by wrltlennotlce to City nolle" than Sixty (60) <late pr·lol"lo !he last of the
expiring term.
3.1.3. Upon receipt ofwrlilen notice In 3.1.2 Cliy and School District will mutually review lhe prior year
operation costs to determine the compensation for 1l1e following renewal term. Jfthe cQmpensation for the
renowrtl term cannot be ugreed upon termination may ocem· ns desc;ibed ln Seetton 4.1.
4. T~rmlnatlon,
4.1. Upon six months pr·Jor written notice delivered to tho persons designated In paragraph 5, either party, without
<:au~e, may terminate lts parllolpatlon In thts Agreement,
4.2. In tho event of a disaster where tho Wellness Center is no longer habitable by either the City OJ' the School
Dlstrlctl each agency Is responsible for theh' ovm re·locnHon. In !Ills event) no notice Is required by eltJ1er agenoy
to tonnlnate this agreement.
5. Contr•ct Arhi>lnlslratlon. Each port)' designates the following"" Ita representative for purposes ofadmlnlsleo·lng this
contract. alther pal1y moy change Its designnlerl rcpr·esentatlve by giving wrluen notice to tho other· as provided In
pnragr~ph 13.
School
Plstrlct:
NHmc.:
PH:
EmnU:
City:
Name:
PI!:
Emnll:
Dr·ell Yoncoy
541.726.3206
Brell.yancoy@sprlngflcld .I< 12
.or. us
Cbnlm Hem
541.726.3787
cbotiz@sprlngOeld·or.gov
6, R<cordsllnspeetlon. City and School DlstrM shall each onaln!Ain r·ecords of Its coots ond expenses under this contract
for• a jl(lr'lod of not less than three fUJI fiscal years following School District's completion of this contract. Upon
roosonnble advance notiee, ehherparty or Its authorized representa1ives may from timo \Q time inspeo~ audit, and makt;>~
copies of the otheo• pnl1y's reoords.
7, ln<lemnlnentlon. To the extent allowed by tho Oregon Constitution nnd the Oregon Revised Stotll1es,"Ol1eh'ofthe
parties hereto agrees to defend, Indemnify, ond save the other hnrm!.,s· from ml)' claim~ llnblllty or damag.,lncludlng
anomey fe., arlslng Ollt of any error, omission orne! of nogllgonoe on the pert oft he IndemnifYing pAlty, Its officers,
agents, or employees In the performance-ofthls agreement.
8. Statu •. In providing the seo·vlc., specJOed In this agreement (nod any associated setvlces) both parties nro public
bodies and maintain their publlo body stntus liS specified In ORS 30.260. Doth parties understand Md acknowledge
thnt each retains all Immunities nnd prlvlleg., grunted them by tho Oregon Tol1 Claims Aot (ORS 30.260 through
30,300) and any ond aU other stotutory rights granted as a '"'"It oflhelr status asloCJ\t public bodies,
9. Worltm Compensntlon Insurance. School District Is a sul>)ect employer that will oomply with ORS 656.017.
10. Subcontl'Rctlng. School District shnllllol subeontract Its work underlhls contract, In whole or In part, wlthoutlhe
City's prior wrltlon opprovnl. School District shnll require nny approved subcontractor to agree, as to tho portion
subcontracted, to comply with all obligations of School District speclflcd In this contract. Notwithstanding the City's
approval ofo suboontrnclor, School District shall remain obligated for 1\oll performanco oflhls contract nod City shoJI
incur no oblig~tlon tQ ilny sub~conh·actor.
11. Assignment. Nelthcl' party shall -Mslgn thls c:onlrnct in whole or ln partJ or any r1ght or obligation hereunder, without
the other party's written approval.
12. Compllonce Wllb Lows. School District shall comply with all applicable federal, state, Md local laws, rules,
ordinances, and ro,gulaUons at all Umtls and In the performance of the work.
C1959 ~prlOl)fteld Publlo Schools
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ATTACHMENT 1
13. N~>tlccs. Any notices permitlcd or required by this conlmcl shnll be clccmcd given when pcr:mnn!ty dcUvcn;!d or upon
deposit In !he United State mall, poshigc fully pn.-:pald, COI11ficd,retutn rcce1pt request-ed, mldrcssed to the
rcpnJsenlallvc designated In purogm.ph 5, Either pnrly llHl.}' chnngo Its nddress by nolkc glvcu to the other ln
nccordonco wl!h this paragroph.
14. Ju(cgrnlion. Thls contmct embodies the <:ntire ngn::cmcnt oflho portlcs. Theroarl."l no promises, tcnn~1, condl!lons or
obligations other lhnn those conlnlnctl herein, Th1s cmllncl shalt Mlpcrscde all prior conmnwicatious, rcprcscuhlllons
or (lgrecmcnls 1 oi!Jwr Oflll Ol' wrluen, hctwcCI\ tho pm·tles, This con1Hl.Cl3hnllnot be omcndcd except In wrhlug, signed
by both pnrtlos.
15, Cholco ofl.nw, ForumJ Construdlon of Agreenumt. This Agreement shnll be governed nnd con:;ltued In nceordnuco
with the Jaws of the St!lte ofOrt-goo, opm1 from c1wlcc oflnw provisions. Tho pnrllcs agree that lhc Ch·c\llt Cout·t fot·
the County ofLrmo, Stote of Oregon, or theFedcrill District Com! of tho Sl<'lle of01cgon (ilugeno) Is tho sole and
pl'OJ>Cr forum lhr resolving m\)' disputes involving this Agreemcnl1 uny brenoh of this Agl'col'l\entJ or l'olntlng to lis
subject maltC\'. The Pm·tles agr<Jo to submll themselves to the jmlsdlction of such ~;:ourts without challenge lo the
jurisdiction oflhcsc courts. Thls Agrc¢ment shall not be construed more fnvombly lo CITY due to the prcpnratlon of
this Agreement by CITY. The hendlugs and subhendlngs In this Agrecmcnln!'e: for conv~nlcncc. do not form a pari of
lhls Agreement, nnd shoU not be \I.')Cd In conslmlng this Agreement.
C 1D50 Springnotd Pollllb Schools
C1959 SPS First Amendment
SCHOOL lllS'l'RICT:
lly:~~..dM· <(
Name: 'BR~>r.,. N_ \lANe"'' r 7
Title: CWIE,ft bPEg4•rJr-.AU of?J!!'I t! ff2.
P(II}O 3 otO
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J. DESIRED OUTCOMES
ATTACHMENT 1
EXIlllllTA
STATEMENT OF WORK
• City and School District wish to furnish!<> U1elr employees certain proventatlve disease management,
health consultation, and/ptlmary care services;
• City and School Dish'ict desire to both jointly and coope•·at!vely provide these wellness services to !hell'
employees at the "We!Jness Center";
• City nn<;l School District deslro to maintain separate contracts wllh a single Independent Contmctor to
po•ovlde Well ness Center services for their t·espeotive employees;
• City and School Dish'lcl desire to Identify opportunities to jointly share resouroes available from
independent Contractor for mutual financial nnd service benefits;
• City and Sohool Disttlot desh·cs to IdentifY an equitable method for cost sharing offaclli1y costs.
2. DEl!lNlTIONS
"Cm·e P•·ovlder" moans a staff member of Independent Conlractor of Cascade Health who provides care ol'
consultation services directly to pa!lents.
"Covered Set•vlces" rneaos agreed upon services that bolh the City and the School Dlsh'lot will Include in their
respootlvo contracts with Independent Conbllotor.
"Independent Contractor" means tho Independent contraolor Cascade Health thai was seleoled by both the
<;ity and the School District as the current provide•· ofheaUh care services at the Wellness Center.
"Wellness Conte•·" means the medical facility located at 22S s"' Street, SuiteS I B Springfield, Oregon 97477.
"Purtlclpnnt" means and Individual eligible to participate In the covered services as determined by the either
the City ot• by the School District.
3. WELLNESS Cl;;NT$ FACILITY COSTS
The Wellness Center Is lonnted In City Hall and the City •·etalns the responsibility for the overall f\mo!lonal use
and availability of1he faclllty. All relevant utility services shall be made available to !he Wellness Center.
The avallabnlty of Internet access and telephone lines for the use by tho Independent Conlrnotor shall be the
responsibility ofthe Independent Conb·aotor.
For cost sharing purposes the Wellness Faolllty will on consists of"common space" such as reception area, lab
work, conference room, offices and "designated areas" such as Individual exam rooms.
n, INITIAL WELLNESS CENTER FACILTY COST
The Glty has remodeled the Wellness <::enter space and currently provides services for Its pnrtlclpants In
the common space and In select designated areas. The common space and designated ar<>as were sized
and constructed anticipating th~ Inclusion of a partneo·, such as the School District, jointly locating at the
Wollness Center. It Is desired by bo!h agenole11 that Initial start-up cost sharing be addressed as a single
payment by the School District to the City In lieu of any amortization of those costs within any monthly
facility fee. These costs are:
Design & Engineering
Initial Constmctlon <::onlfllot
Total Wellness Center Build-Out
$ 25,560
$284,794
mo.a~
In recognition that the City, as owner ofthe faol!lty, benefits long term from the Improvements to the
facility It Is asked that the School District participate In the construction cost with an mnu1ml that Is
capped at $100,000.
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This one time total payment of$!00,000 will be due and payable to the City by the School District by
December 31,2017.
lf for any reasons oiher than disaster"" described In the lntergovemmental Agreement 4.21he City
ceases to make this facility available to the School District for use as a Wellness Center within the first
24 months of operation, the School District shall be entitled to negotiate with the City a reasonable
refund of l!s Initial one-Ume facility stru~-up cost paid to the City. After 24 months of opetalion !he
School Dlsll'iot shall not be entitled to any reimbursement of tho one-time facility setup costs.
b. ONGOJNG FACILTY FE'E
As tho responsible party for City Hall, the City will have certain ongoing costs that relate to the location
of the Wellnes• Center In this facility.
I. Use ofSpoce ·Ills esllmated that area ofthe Wellness Center Is approximately 2,191 squa1·e feet, It
Is further eatlmated that approxhnately 1,554 sq1mre feet will be utilized as shared common space
and the remalnde•·ls Identified as dedicated exam room spaoo. For Internal purposes the City has
vah1ed Its City Hal! Internal dedicated space at$1.00 per square foot, In oonslderatlon of equal
sharing ofthe common space and the dedlooted exam room space the City sl1all charge the Soho.ol
Plstrlot $1,091 per month for the facility shru·ed accoss for the Wellness Center.
ll. Utilities-Currently City Hall does not have any separate metering available for space within the
building. Utility bllls covering electrlo, water, sanitary sewer and storm wnter ue prorated within
City Hall bnsed upon square footage and usage, For budget purposes the City has estimated the
annual oost for these services to the Wellnass Center to be $4,320. This estimated cost will be
shared equolly and then di-vided by 12 {$180) and will included as part ofthe monthly facility fee. '
This prorated share will be reviewed on an annual basis and a<IJustments will be made as necessmy.
Ill. Custodial Services-The City currently has no existing C<Jnlract with Cascade Heath Solutions,
independent Contractor, which Is responsible for all custodial servioes within the Wellnoss Center
and that this cost shall be p<lSscd through to the City, The City shall conllnue thls arrangement with
the Independent Contractor and will include 50% of this chnrge fiS part of tho ooslsharlng faclllty
fee. The total charge for this service by tho Independent Contractor 1$ curt'ently $500 per month but
may be subjoot to change upon the addition of the School District pat11olpanls. ln the eYent that the
Independent Contractor Increases that fee the City and School District shall equally share In this
monthly charge, ·
lv. Insurance-Fo1· budget purposes, the Wellness Center accounts fur approximately $770 In annual
properly Insurance. Thls cost wl11 be sha1~d equally and then divided by 12 ($32) nnd will be
Included as part of the monthly fuolllty fee. At this dme the City h<lS notldentlfled on Increase cost
ofUabltlty Insurance for thalnoluslon of the School Plstrlct In the Wellnass Center. There is no
nddltlonal charge at this time for liability Insurance. The City l'eServes the rlght to review both
prope1'!y and liability Insurance in the future If this changes.
v. The monthly facility cost share, Including space use, utilities and custodial services will be:
Space
Utilities
Ctt~todlol (cu1tent)
Custodial (conh·acuml change)
Insurance
TOTAL
01959 Springfield PUbl!Q ~COOOI$
C1959 SPS First Amendment
$1,091
$180
$250 (subject to review)
TBD
$32.
~
PilgeGofe
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Dming the original term, the School Dlsirlo!shall pay to the City a l'acilily .Fee In !he amount of
$18,636 per year. The School Dlslrlct shall be l'ilY monthly $1,553 pilt month or $4,659 quarterly
commencing 011 the first day of October 2017 and continuing on the first day of each month or
quarter thereafter during the term ofthe Agreement. The fee is subject to revision. The Facility Fee
for any partial calendar month w!l! be prorated based on a thirty (30) day month fot the number of
days during that partial month tho ptem!ses are occupied by the School Dlstrlcl.
4. WELLNESSCENTERFAClL!TY AVAILAIJIL!T'i'
o. Each agenoy wlll dete1·mine lhoh· own hours of operation while location of access may be limited during
hom•s outside of normal business hours.
b. When City Hall Is closed for the weekend or closed for the obsetvnnoo of a holiday, the Wellness Center
may not be open for either agency.
c. The Wellness Centor Is constructed with two entrances wllh one being located within the Clly Hall
building and second being an outside entrance from the caslond balcony.
d. Dnring IIOJ'mni business hams, which are 8:00AM to 5:00PM Monday-Friday the inside entrance wlll
be available.
e. For hours of operation outside normal business hours all pmtlclponts must use the outside entrance
located on the east balcony.
f, The south elevator ls the only elevator foJ' City Hall that provides access to the ens! belcony and will be
opetable during all nol'mal business hotJrs (Mon-Fri 8:00AM to 5:00PM). The south elevator Is
routinely available for \ISO unlfl?:OO PM on those days but lillY future discussion of extended hours for
the Wollness Center would need to lnchtde the issue of elevator access.
g. All exits from the Well ness Center during non-business hours must bo by the outside entrance on the
ens! balcony. Bach agency m11st include in the ngreement with Independent Contractor responsibility to
monitor and enforce City Hall security requirements (no hallway exits) while open du•ing non-business
hours.
5. COMMONPARTICIPANTSERV!CES
The City and tho School District are jointly attempting to provide an economical and valuable service to its
pal11cipants, This cooperation includes both sharing of some Independent Contractor services aud operating
costs. For this Initial agreement both parties agree to:
n. Include In their contract wlth Independent Contracfol' a common list of services for both agenoles that
will be provided to pm11oipilnts.
J>, The City asrees to provide a level of service from the Independent Contractor thatlncludes at least I
mid-level practitioner and l medical assistant.
c. The School District agrees to provide a level of service t\"om the Independent Contractor that Includes at
least l mid-level practitioner and I medical esslstant.
1l. The City m•d the School District agree to form an operations committee committed to developing a joint
decision making structure In which both parties parllolpnte equally with respect to services,
Improvements ond oost shm·lng for the Wellnass G.lnter, Examples only oflnltlal reviews that could be
undertaken prior to any Independent Contractor renewals could be:
J. Changes In scope of services to be offered to participants;
li. Changes or request oflndependent Contractor for adjustments In opemtlon practlecs:
Ill. Review of utilization numbel'S that result in shared facility costs;
lv. Review ofme1hodology for sharing reimbursabla Lab and Medical Supplies:
v, Coordination of joint speolal sarvlca offerings or stmce needs to I time efforts;
e. It Is desirable that each agency's respective care providers from their JndependentContractot
agreements make themselves available to participants from either agency
I. Ills expected that participants from each agency will Initially roquest service lfom the care
provider within their own agencies agreement;
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II. For the convenience of participants, common Independent Contractor wlll be instructed to
accommodate all partlolpants In the best manner possible by open scheduling of all oare
providers;
ill. Utilization of open sche<lnllng and any impact ofogencie.' will be reviewed by the joint
committee.
f. Each agency's agreement with common Independent Contractor will address within Its Fee Schedule the
payment method for Reimbursable Lab and Medical Supplles, lt Is understood by both agencies thnt
parllelpnnt specific lab and medical supplles will be billed directly to the respective agency whilo non"
specific supplies utilized mey be billed out by thelndcpendont Contractor to each agency on a number
of pm11olpant'o prorated basis.
g. Special programs during the year that may be hosted by each agenoy such as flu shots will be billed to
the respective agenoy.
6. FACILITY
a. Occupancy. Except for specific small Inventories of materials necessary to address dally appointments
there will be no storage ofSohool Dlstrlot's Inventory, equipment or other materlnls Inside tho Wellnoss
Center, No other ao·eas of City Hall or City Hall parking area nnd grounds shall be utilized for storage
by School District. School District shall not have any parking assigned.
b, Usc ofthe Wellness Center.
I. Perm!tled Use. Sol1ool Dlstrlctshal! share equally with the City of Springfield the use and
occupancy the Wellness Center ""ntlnuously during the term of the Agreement. The Wollness
Center shall be used exclusively for a Wellness Center and activities associated therewith and
for no other purpose without the consent of the City.
il. Restrictions on jlsQ. In ""nncctlon with tho Ulle oflhe l'o·emlses, School District shall:
(a) Conform to allnppllcable laws and regulations of any public authority affecting the
premises and the use, and ()<)to·cet at School District's own expense any failure of compliance
created through School District's fault or by reason ofSohool District's use, but School District
shall not be required to make any stmctural changes to ofteot such compliance unless such
changes are required beoouse ofTenanrs speolfic use,
(b) Refrnln from any aclivlty that would make It Impossible to Insure the Premises against
casualty, would lnoreasetho insurance rate, or would prevent the City fi·om taking advantage of
any ruling of the Oregon Insurance Rating Bureau, or Its successor, allowing the City to obtain
reduced premium rates for long-tenn flrolnsurance policies, unless School District pays the
additional cost of the insurance.
e. Repnh·s and Maintenance
I. Citv's Oblioatloos. Tho following shall be the responsibility of City:
(a) Repairs and maintenance of the roof and gutters, exterior walls (Including painting), bearing
walls, structural members, floor slabs, and foundation.
(b) Repair of the heating and system other than ordinary maintenance.
II. Sohool Dlsh'lct Obligations. The following shall be the responsibility of School District:
(a) Repair oflntel'ior walls, ceilings, doors, windows, and related hardware, light fixhlres,
plumbing fixtutes, swltol1es, and wiring and plumbing that are for the sole use of School
Dlstrlot.
(b) Any repairs necessitated by the negligence of School Dlslrlot, Its agents, employees, and
Invitees, Including repairs that would othorwlso be the responsibility of City.
!II. City's Interference with School D!sb'lcl. In performing any repairs, replacements, alterations, or
other work performed on or nround the Wellness Center, the City shall not oause unreasonable
lnterferen<l<' with use ofthc Wellncss Center by School DlstoM. School Dlstrlot shall have no
right to Rn abatement of compensation nor any claim against City for any Inconvenience oo·
disturbance resulting from City's activities performed In conformanoo with the requirement of
this provision,
C1959 SprlngHeld t'Ublic S(;hOOI$ Page 7 ofs
C1959 SPS First Amendment Page 8 of 10
Attachment 2, Page 8 of 10
ATTACHMENT 1
iv, Reimbursement for Repairs Assumed. If either party falls or refuses to make repalts that ore
required by this Section, !he other party may make the repairs and cl>argo !he actual costs of
repairs to the first party.
d. Altm·atlons
i. A!Jexatlons Prohibited. School District shall make no improvements or alterations on the
Wellness Center <>f any kind without first obtaining City's written consent. All alterations shall
be made In a good and workmanlike mannet·, and In compliance with applicable laws and
building codes.
II. Ownorshlp !!Dd Removal of Alterations. AlllmprovemeniS and alterations performed on tbe
Wollness Center by either City Ol' Sohool District shall be the prope>1Y of City when installed
unless the applicable City's consent or work sheet specllloally provides otherwise.
Improvements nnd alterations Installed by School District shall, a! City's opllon, be removed by
School Dlstrlot and the Wellness Center restored unless the npplloable City's consent or work
sheet speolfically provides otherwise.
e. Fh'elnsurnnoe. Neither the City noo· the Sohool Dlshict ohall be liable to tho oU1or for loss arising out
of damage to or destruction of the Wellness Center, or the building or Improvements of which the
Well ness centet· are a part or with which they nro connected, or tho contents of any thereof, whon such
loss Is caused by any oflhe perils which are ot• could be lnoluded wlthin or Insured against by a stindard
all risk property Insurance policy. All such claims for any and all loss, however caused, hereby are
waived, Such absence of llablllty shall exist whether or not the damage or destruction Is caused by tho
negligence ofellher City ot· School District or by any of their respective agents, servants, officials, or
employees. It Is the Intention and agreement that the City and tho School Dlstrlot shall provide their
own po·operty Insurance and that both ponies shall look to their respeotlvelnsurance carriers for
reimbursement for any s\tch loss, and further, that the insurance canlers Involved shall not be entitled to
subrogation under any circumstances against any petty to this Agreement. Neither the City nor the
School Diatrlot shall have any Interest or olalm In the other's Insurance policy or policies, or tho
proce<ds thereof, unless speolllcally covered therein as n)olnt Insured.
f. Assignment and Sublelflng. No Assignment. No part ofthe Wellness Center may be assigned,
mortgaged, or subleased, nor may a right ofuso ofuny porllon of the properly be conferred on any third
peroon by any other means, without the prior written consent of City.
g. Surrender at Expiration,
I. Condition ofWel!ness Conter. Upon expiration oflbe Agreement or earlier termination on
account of defuult, any alterations constructed by School District with permission from City
shall not be removod or restored to the original condition unless the terms of permission for IIJe
alteration so require.
11. ~. All fixtures placed upon the Wellness Center during the term, shall, at City's option,
becomo the property of City. If City so elects, School District shall remove any or all fixlnres
that would otherwise remain the property of City, and shall repair any physical damage
resulting from the removal. If School District fulls to remove such fiKlures, City may do so and
charge tbe cost to School District.
(a) Prior to explxatlon or other termination of the Agr<omcnt term School District shall remove
all furnishings, furnilllle, and fixtures that remain Its property. lfSohool District fails to do so,
this shall be an abandonment ofthe properly, and City may retain the properly and all rights of
School District with respect to It shall cease or, by notice In Wl'i!lng given to School Dls~·Jot
wllhln 20 days after removal WM required, City may elootto hold Sobool District to lis
obligation of removal.
h, Miscellaneous
i. Non-waiver. Waiver by either party ofSII'icl perfot·manoe ofany provision ofthls Agreement
shall not be a waiver of or pr<Uudlce the party's right to require strlot performance of the same
provision In the future or of any oU1er provision.
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ATTACHMENT 1
IL Entry for lnspeolion. City shall have the right to enter upon the Wellnoss Center at any time to
determine School District's compliance with this Agreement, to make neCllssary repairs to the
building or to the Wellness Center.
ill. Non. business Hooo Access. School Dlstriot staff shall not enter the fao!li!y outside of open
business hotlfS wllhout prior approval by Independent Contractor staff. School District staff
must be accompanied by authorized Independent Contractor or Clty staff.
C1959 Sprtn9neld Public Sthools Paga9ot9
01959 SPS First Amendment Page 10 of 10
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Attachment 2, Page 10 of 10
{00017171:2}
SECOND AMENDMENT TO CITY OF SPRINGFIELD
INDEPENDENT CONTRACTOR AGREEMENT BETWEEN
THE CITY OF SPRINGFIELD
AND
SPRINGFIELED PUBLIC SCHOOL DISTRICT
Contract #1959
October 1, 2020
Parties:
The City of Springfield “City”
225 Fifth Street
Springfield, OR 97477
And
Springfield Public School District “School District”
640 A Street
Springfield, OR 97477
The Parties hereby agree that the Independent Contractor Agreement dated October 1, 2017 and
Amended on October 1, 2018 between the City of Springfield (City) and Springfield Public
School District (School District) included herein as Attachment 1, is hereby amended for the
second time as follows:
1 Shared Wellness Center
1.1.4 If School District pays annually the due date shall be on January 1.
2. Agreement Duration. The original term of this Agreement shall commence October I,
2017 and continue through December 30, 2025 unless sooner terminated or extended as
set forth in the Agreement.
SOW (3.b.V.)
The School District shall pay to the City a Facility Fee in the amount of $18,636 per year
in calendar year 2020, and increase 4% annually for the next five years.
2021 – $19,381.44
2022 – $20,156.70
2023 – $20,962.97
2024 – $21,801.48
2025 – $22,891.56
The Facility Fee for any partial calendar month will be prorated based on a thirty (30) day
month for the number of days during that partial month the premises are occupied by the
School District.
Attachment 3, Page 1 of 2
{00017171:2}
Except as amended herein, a ll other terms and conditions o f the Independent Contractor
Agreement between Parties dated October 1, 2017 and amended October 1, 2018 will remain in
full force and e ffect.
CITY OF SPRINGFIELD INDEPENDENT CONTRACTOR
Name:________________________ Name:________________________
Title: _________________________ Title: _________________________
Date: _________________________ Date: _________________________
Attachment 3, Page 2 of 2