HomeMy WebLinkAboutAddendum - 1FIRST (lsr) ADDENDUM TO OPERATING AGREEMENT
BETWEEN THE CITY OF RENTON AND HEALTHPOINT
This First Addendum amends the Operating Agreement dated January 10, 2022 ("First Addendum") and
is made by and between the City of Renton, a Washington municipal corporation ("City"), and
Health Point, a Washington nonprofit public benefit corporation {"HealthPoint") as of the date of its
being fully executed. City and Health Point may be collectively referred to herein as "Parties" and
individually as a "Party" to this Agreement.
RECITALS:
A.Pursuant to the terms of a September 28, 2020 Ground Sublease and Facility Use Agreement
("Sublease"), the Parties entered into a January 10, 2022 Operating Agreement to govern terms
surrounding HealthPoint's contribution to, use and operation of the Family First Community
Center.
B.Section 9.01 of the Sublease contemplated that the Operating Agreement would contain
provisions relating to risk sharing and indemnification, which the parties inadvertently did not
include within the Operating Agreement. The intent of the Parties is to equitably distribute
indemnification obligations imposed by the Renton School District in Section 9.01 of the City's
Ground Lease with the Renton School District.
C.This addendum adds the missing risk sharing and indemnification terms an adds an additional
funding source to be added to the description of Grant Funds in Exhibit D of the Operating
Agreement.
NOW, THEREFORE, it is agreed by the Parties as follows:
1.The Operating Agreement is amended to add the following Indemnity Section:
Indemnification By HealthPoint: HealthPoint agrees to indemnify and defend the City, the
Renton School District, and each of their elected officials, officers, employees and agents, from
any and all claims actions, suits, liability, loss, damages, or expenses (collectively, "Claims")
resulting from (a) HealthPoint's or its subtenants and agents construction of improvements or
repairs to the Premises, (b) any accidents, damages or injuries to persons or property occurring
on the Premises during the Term of the Operating Agreement (except to the extent the same
are due to City's and/or Renton School District's willful misconduct, gross negligence, or sole
negligence); (c) any accidents, damages or injuries to persons or property occurring on the
School District Property and arising from the negligent acts or omissions of HealthPoint or
Health Point's subtenants relating to their respective use of the Premises during the Term of the
Operating Agreement; (d) any breach or default of Health Point under the Sublease or Operating
Agreement; (e) the enforcement of City's rights under the Sublease or Operating Agreement or
enforcement of the Renton School District's Rights under the Ground Lease; (f) any Project
construction-related work, or subsequent improvements or maintenance done during the
Operating Agreement Term in or to the Premises, except if done by the City, its elected and
appointed officials, officers, employees or agents; or (g) in the event of any holdover by
HealthPoint or its subtenants pursuant to Section 13.06 of the Sublease, Claims arising (i) after
the Expiration Date resulting from any accidents, damages or injuries to persons or property on
the Premises or on the School District Property, and (ii) from the negligent acts or omissions of
Health Point or HealthPoint's subtenants relating to their respective use of the Premises.
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CAG-22-027, Adden #1-23
Without limiting the generality of the foregoing, Health Point hereby expressly releases City, the
Renton School District, and their officers, agents, directors, elected and appointed officials,
employees, attorneys, insurers and lenders from and waives all claims against such parties for
HealthPoint's fees, costs, losses and liabilities, including without limitation development cost
increases, due to the removal or remediation of any contaminants, Hazardous Substances,
wastes or materials that were not on the Property as of the Commencement Date of the
Operating Agreement. HealthPoint shall indemnify, defend {with counsel reasonably acceptable
to City and Renton School District) and hold City and Renton School District harmless from all
claims, liability, losses, costs or fees, including without limitation reasonable attorney fees and
costs incurred prior to the date Health Point undertakes their defense, arising out of or
pertaining to HealthPoint's use, removal or remediation of Hazardous Substances in, on, at or
emanating from the Property. Health Point shall retain the right to obtain indemnity or recovery
for any liability or costs Health Point incurs relating to contaminants, Hazardous Substances,
wastes or materials on the Property from any other potentially responsible party under
appropriate state or federal environmental laws.
Indemnification By City: The City agrees to indemnify and defend HealthPoint and its directors,
officers, employees and agents, from any and all Claims resulting from {a) the City or its agents
alterations, capital maintenance, or repairs to the Premises, {b) any accidents, damages or
injuries to persons or property occurring on the Premises during the Term of the Operating
Agreement due to City's and/or its elected officials', officers', employees' and agents' willful
misconduct, gross negligence, or sole negligence; (c) any breach or default of the City under the
Sublease or Operating Agreement; or (d) any Project-construction-related work, or subsequent
improvements or maintenance done during the Operating Agreement Term in or to the
Premises, except if done by the Health Point, its officers, employees or agents.
The foregoing indemnities and this section shall survive the expiration or earlier termination of
this Operating Agreement.
2.Except to the extent explicitly amended herein, all terms and conditions of the Operating
Agreement and Sublease remain unchanged and in full effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first set forth above.
City of Renton:
By:
Name: Armando Pavone
Title: Mayor, City of Renton
Date:
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02/13/2023
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Attest:
Name: Jason A. Seth
Title: City Clerk
Approved as to
Legal Form
By:
Name: Shane Moloney
Title: City Attorney
HealthPoint:
HealthPoint, a Washington Nonprofit Public
Benefit Corporation
By:
Name � Ycl1(L�
Title: _ 'tlLtt;\: ____:_ C£[) I/ 21.RI :x>Z?; . Date: