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Home My WebLink AboutR-2011-172 Miller Park Activity Center Operation, Management, and Maintenance Second Contract Extension with YPAL RESOLUTION NO. R- 2011 -172 A RESOLUTION authorizing and directing the City Manager of the City of Yakima to execute a two -year extension of the Site Use Contract between the City of Yakima and the Yakima Police Athletic League for the operation, management, and maintenance by YPAL of the Miller Park Activities Center. WHEREAS, the City of Yakima ( "City ") and the Yakima Police Department desire to continue participation with the Yakima Police Athletic League (hereafter referred to as "YPAL "), as a non - profit community organization, to offer programs and services to benefit at -risk youth and their families, pursuant to the Site Use Contract (Contract No. 2008 -117) between the City and the YPAL; and WHEREAS, the YPAL offers programs and services at the Miller Park Activity Center, located at 602 North Fourth Street, Yakima, Washington 98901 (hereafter the "Center "); and WHEREAS, the City of Yakima (the "City ") is the owner of the Miller Park Activity Center, located at 602 North Fourth Street, Yakima, Washington; and WHEREAS, the Site Use Contract (Contract No. 2008 -117) was approved by the City Council by Resolution No. R- 2008 -147, and the term of the Site Use Contract was extended for two months to December 31, 2011 by Resolution No. R- 2011 -139 adopted by the City Council on September 6, 2011; and WHEREAS, the City and the YPAL desire that the Center continue to be managed, operated, and maintained in accordance with the provisions, terms, and conditions of the Site Use Contract; and WHEREAS, the City of Yakima and the YPAL desire to enter into a Second Extension of Site Use Contract for the operation, management, and maintenance of the Miller Park Activity Center, with a two -year extension from January 1, 2012 through December 31, 2013; and WHEREAS, the City Council finds it to be in the best interest of the City to direct the City Manager to execute a two (2) year extension of the Site Use Contract with the YPAL for the operation, management, and maintenance of the Miller Park Activity Center; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Council authorizes and directs the City Manager to execute the attached Second Extension of the Site Use Contract with the Yakima Police Athletic League for the operation, management, and maintenance of the Miller Park Activity Center, which is located at 602 North Fourth Street in Yakima, Washington. ADOPTED BY THE CITY COUNCIL this 6 day of December, 2011. ' Micah Caw) y, Mayor ATTEST: '=- Imo. ✓� �. P M 1 .1 , City Clerk ; SEAL % 4 %. % 11, SECOND EXTENSION OF SITE USE CONTRACT BETWEEN THE CITY OF YAKIMA AND YAKIMA POLICE ATHLETIC LEAGUE ( "YPAL ") This Second Extension of the Site Use Contract (City Contract No. 2008 -117, adopted by Resolution No. R- 2008 -147 on October 21, 2008) (hereafter "Contract" or "Site Use Contract ") with Yakima Police Athletic League (hereafter "YPAL ") is made and entered into by and between the City of Yakima (hereafter the "City ") and YPAL. Whereas, the City entered into the Site Use Contract with YPAL for the operation, management, and maintenance by YPAL of the Miller Park Activity Center at 602 North Fourth Street in Yakima in accordance with the terms and conditions in the Site Use Contract; and Whereas, the Site Use Contract (Contract No. 2008 -117) was approved by the City Council by Resolution No. R- 2008 -147, and the term of the Site Use Contract was extended for two months to December 31, 2011 by a First Extension pursuant to Resolution No. R- 2011 -139 adopted by the City Council on September 6, 2011; and Whereas, the original term of said Site Use Contract was for a three (3) year period from November 1, 2008, and ending on October 31, 2011, and the Contract was extended to midnight on December 31, 2011, by the First Extension; and Whereas, Section 2 of the Site Use Contract and the First Extension allows the City the right to extend the Site Use Contract for an additional two (2) year term to midnight on December 31, 2013; and Whereas, the City wishes to extend the Site Use Contract for an additional two (2) year period, which two -year extension will begin on January 1, 2012, and will end at midnight on December 31, 2013, subject to the provisions of the Site Use Contract; and Now, therefore, the City and YPAL agree to the following two (2) year extension of the Site Use Contract, under the conditions set forth that amend Section 2 of the Site Use Contract and the First Extension: 2.1A The period of performance of the Site Use Contract (City Contract No. 2008 -117) and the First Extension of the Site Use Contact is hereby extended for two (2) years, which extension commences on January 1, 2011, and the Site Use Contract will continue until midnight on December 31, 2013, at which time said Site Use Contract shall terminate, unless earlier terminated by either party in accordance with Section 16 of the Site Use Contract. Second Extension of Site Use Contract between the City of Yakima and Yakima Police Athletic League - 1 Except as expressly modified herein, all other terms and conditions of the Agreement Between the City of Yakima and Yakima Police Athletic League (City Contract No. 2008 -117) remain in full force and effect. CITY OF YAKIMA YAKIMA POLICE ATHLETIC LEAGUE, a nonprofit organization By: b By: • onald B. Cooper, Ci anager Ed hoenbach, Chair of Board of Directors Date: 74101// . Date: / /" --� 0' — ATTEST: _ = yp.K114iq ‘ L9-7L City Clerk a SEAL e City Contract No.: 2008 -117 ��'9S►�i�G� Resolution No.: R- o I i" i 7 ‘ -. Second 'Extension of Site Use Contract between the City of Yakima and Yakima Police Athletic League- 2 • . BUSINESS OF THE CITY COUNCIL - YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting of: December 6, 2011 ITEM TITLE: Resolution authorizing a Second Extension of the Site Use Contract with • the Yakima Police Athletic League ( "YPAL ") for a two -year extension through December 31, 2013 for the operation, management and maintenance by YPAL of the Miller Park Activity Center. SUBMITTED BY: Greg Copeland, Interim Chief of Police CONTACT Tom Foley, Police Lieutenant, 576 -6369 PERSON /TELEPHONE: SUMMARY EXPLANATION: • In 2008, the City and YPAL entered into a Site Use Contract (City Contract No. 2008 -117) for the operation, management and maintenance by YPAL of the Miller Park Activity Center located at 602 N. Fourth Street for . youth activities. The term of the three -year Contract commenced on November 1, 2008 and was to end on October 31, 2011, and permitted a two -year extension to October 31, 2013, subject to City Council approval. On September 6, 2011, the City Council authorized a First Extension of the Contract for two months to December 31, 2011, in order to adjust the terms of the contract to coincide with the City's budget cycle. The Second Extension would extend the Site Use Agreement for two years until December 31, 2013. This two -year extension will allow YPAL to continue its crime prevention activities and youth programs at the Miller Park Activity Center. Resolution X Ordinance Other (specify) Contract: X Mail to: Contract Term: 1/1/2012- 12/31/2013 Amount: Expiration Date: 12/31/2013 Insurance Required? No Funding Source: Phone: APPROVED FOR SUBMITTAL: 9.641.4<6 4 - - City Manager STAFF RECOMMENDATION: Adopt resolution. BOARD /COMMISSION RECOMMENDATION: • ATTACHMENTS: • Click to download ❑ Resolution ❑ 2nd Extension of Site Use Contract ❑ First Extension to Site Use Contract ❑ Site Use Contract • • • • • FIRST EXTENSION OF SITE USE CONTRACT • BETWEEN THE CITY OF YAKIMA AND YAKIMA POLICE ATHLETIC LEAGUE This First Extension of the Site Use Contract (City Contract No. 2008 -117, adopted by Resolution No R -2008 -147 on October 21, 2008) (hereafter "Contract" or Site Use Contract") with Yakima Police Athletic League (hereafter "YPAL") is made and entered into by and between the City of Yakima (hereafter the "City") and YPAL. - - Whereas, the City entered into the Site Use Contract with YPAL for the operation, management, and maintenance by YPAL of the Miller Park Activity Center at 602 North Fourth Street in Yakima in accordance with the terms and conditions in the Site Use Contract; and Whereas, the original term of said Site Use Contract was for a three (3) year period from November 1, 2008, and ending October 31, 2011; and Whereas, Section 2 of said Site Use Contract allows the City the right to extend the Site Use Contract for an additional two (2) year term; and Whereas, the City wishes to extend the Site Use Contract through a First Extension to • the Site Use Contract for an additional two (2) month period, which two -month term will commence on November 1, 2011, and will end at midnight on December 31, 2011, subject to the provisions of the Site Use Contract; and Now, therefore, the City and YPAL agree to the following two (2) month extension of the Site Use Contract, under the conditions set forth that amend Section 2 of the Site Use Contract: 2.1A The period of performance of the Site Use Contract (City Contract No. 2008-117) is hereby extended for two (2) months, which extension commences on November 1, 2011, and continues until midnight on December 31, 2011, at which time said Site Use Contract shall terminate, unless earlier terminated by either party in accordance with Section 16 of the Site Use Contract, or unless the Site Use Contract is extended for another two (2) year term as provided in Section 2.1B below of this First Extension. 2.1B An additional extension of two (2) years may be offered, at the option of the City, making the total contract five years and two months, and continuing until midnight, December 31, 2013. In the event the City elects to extend the Site Use Contract for an additional two years to December 31, 2013, the City shall provide written notice to the YPAL at least thirty (30) days prior to December 31, 2011, or on or before December 1, 2011. The City's option to extend the Contract for an additional two -year term is subject to a mutually satisfactory agreement between the parties on the value of the services during the additional two- year (2 -year) period, and is further subject to approval by the City Council. First Extension of Site Use Contract between the 1 City of Yakima and Yakima Police Athletic League Except as expressly modified herein, all other terms and conditions of the Agreement Between the City of Yakima and Yakima Police Athletic League (City Contract No. 2008 -117) remain in full force and effect. CITY OF YAKIMA YAKIMA POLICE ATHLETIC LEAGUE, a nonprofit organization By: . / /i; i� /� %r/a B TC `S 1G-\-tk/e4- Donald B. - C . ooper / City Manager Ed Shoenbach, Chair of Board of Directors Date: qhh I Date: o- — a -- / / ATTEST: SWAP. 004, tt Cit lerk 4 Qc.t" City Contract No.: 2008 -117 R esolution No.: ( 3 • • First Extension of Site Use Contract between the 2 City of Yakima and Yakima Police Athletic League • • - . SITE USE CONTRACT THIS SITE USE CONTRACT is made and entered into by and between the City of Yakima, a Washington municipal corporation (hereinafter the "City "), and the Yakima Police Athletic League, a Washington non - profit corporation (hereinafter the "YPAL "). WHEREAS, the Yakima Police Department participates with YPAL, as a non -profit • community organization, to offer programs and services to benefit at risk .youth and their • families; and WHEREAS, YPAL is an independ "ent, non - profit corporation founded in 2003 that is committed to helping 'youth in the community and their families; and • WHEREAS, YPAL currently offers its programs and services at the Miller Park Activity Center, located at 604 North Fourth Street, Yakima, Washington (hereinafter the "Center "), and desires to continue to do so; and • WHEREAS, the City is the owner of the Miller Park Activity Center, which is located at 604 North Fourth Street, Yakima, Washington, and is legally described as follows: III Lots 1 and 2, Block 64, Town of North Yakima, now Yakima, as .recorded in Volume "E" of Plats, Page 1, records of Yakima County, Washington; TOGETHER WITH the vacated right -of -way for East "F" Street. WHEREAS, the City has agreed to make the Center available for YPAL to manage, operate and maintain in accordance with the terms and conditions of this Contract; and WHEREAS, the parties to this Contract desire that the Center be managed, operated, and maintained in accordance with the provisions, terms, and conditions of this Contract; and WHEREAS, the YPAL represents that it has the expertise necessary and is willing to perfonn the site use services in accordance with the terms and conditions of this Contract; NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between the City and YPAL as follows: Section 1. General Management, Responsibilities of the Parties, and Expenses of YPAL 1.1 The minimum services that the YPAL will provide include: 0 Site Use Contract -1- Between City of Yakima and Yakima Police Athletic League • • (a) The YPAL shall manage, operate, and maintain the Center consistent with City policies and with the general concepts of a non -profit facility, and in a manner that provides educational, recreational, and athletic activities for youth in the community. Specifically, the YPAL shall manage, operate and maintain the Center as a neighborhood facility in order to meet the needs of youth and families in the greater Yakima area, including but not limited to structured academic, athletic, and recreational activities for youth and family enrichment services for community members. Regarding the type of •activities that YPAL itself shall provide for youth, many of which will take place at • the Center, those YPAL activities for youth are described further in Exhibit "A" to this Contract, which is incorporated herein by this reference. (b) Except as otherwise provided herein, the YPAL shall, at its sole expense and cost, promptly pay all costs of administration, operational expenses, maintenance costs, taxes, overhead, utilities, and other fees relating to or arising out of the use of the Center. The YPAL may also seek additional financial resources from private and public sources (e.g., private foundations, government grants) to pay these costs and donations for equipment, personnel, supplies and services to enhance the Center operations. (c) The City shall not be required to reimburse the YPAL for any of the operational expenses or maintenance costs which the YPAL is obligated to pay as provided above or for any capital improvements which the YPAL may make to the Center pursuant to Section (d) below. The YPAL agrees to perfourr the services • contemplated by this Contract in consideration of the community action benefits to be derived hereunder; the City shall have no obligation to pay the YPAL for said services. (d) Maintenance. The YPAL shall keep the interior of the Center at all times in good repair and condition as the same now is, ordinary wear and tear resulting from careful usage and damage by the elements without fault on the part of the YPAL alone excepted. The YPAL shall maintain and repair the doors, windows, and all interior walls and fixtures for the Center. In addition, the YPAL shall be responsible for routine maintenance (costing $500 or less) of the heating and air conditioning (HVAC) system and the interior electrical and plumbing fixtures. The YPAL shall also provide janitorial /cleaning services and sidewalk snow removal. The City shall maintain and repair the foundation, outside walls, structure, and roof and shall be responsible for major repairs (costing in excess of $500) to the heating and air conditioning (HVAC) system and the electrical and plumbing systems, at the City's expense. The City shall be responsible for the total cost of any major kitchen appliances that need to be replaced, such as ovens, refrigerators, dishwashers, and freezers. In addition, the City shall maintain and repair the landscaping, parking lot (including lighting and providing for parking lot snow removal) and the park grounds adjoining the Center. The City shall be responsible for repair and /or repaving of the parking lot if such repair or repaving is necessary. Notwithstanding any other provision of the Section, the City's Site Use Contract -2- Between City of Yakima and Yakima Police Athletic League • • • obligations hereunder are expressly made subject to the amival availability of funds that have been appropriated by the Yakima City Council. Such appropriations involve the legislative prerogative of the City Council, and no assurance can be given that appropriated funds will be available in any particular year. In the event that the City is unable to perform its obligations under this • Section 1(d) due to insufficient appropriations, the YPAL shall have no obligation to perform such maintenance and repair obligations at its expense, nor shall it be responsible for any damage caused by the failure to do such maintenance and repair. The City will furnish to YPAL a maintenance schedule and /or other information relative to the means by which the maintenance and repair work is to be accomplished on the foregoing items, which maintenance schedule may be revised from time to time by the City, with information relative to any such revision also to be furnished to the YPAL. (e) Alterations, Modifications and Capital Improvements. The YPAL shall make no alteration, modification, and/or capital improvements to the Center building and surrounding property as legally described herein without the prior written consent of the City. Any such alterations, modifications, and/or capital improvements shall be made at the sole expense and costof the YPAL unless otherwise provided by mutual written agreement of the parties. ® (f) Personal Property. The YPAL shall be responsible for the possession, use, and maintenance of all personal property (including personal property of the City) located at the Center and shall take all reasonable steps to ensure that such personal property is not removed from the Center. The City shall be responsible for the repair or replacement of personal property that is owned by the City, unless the damage or necessity for repair of the personal property was caused by YPAL or results from the negligent use of the personal property by YPAL. An inventory of the City's personal property is attached hereto as Exhibit "B" and incorporated herein by this reference. (g) All YPAL activities will be supervised by an employee of the Yakima Police Department or a YPAL employee and /or an authorized YPAL volunteer. (h) YPAL shall provide, install, monitor and maintain an electronic security system for the Center. (i) YPAL shall provide janitorial services for the Center. (j) YPAL shall secure donations of money, materials, and labor to support its programs and services and fulfill its obligations under this Contract. (k) YPAL shall be responsible for completing all alterations, maintenance and repairs necessary to the delivery of its programs and services in the Center, including but Site Use Contract -3- Between City of Yakima and Yakima Police Athletic League • not limited to, painting, carpet cleaning, hardwood floor refinishing, and other • general maintenance items as they arise. • (1) YPAL shall maintain the Center as a Drug -Free Workplace Act of 1988 and 34 CFR, Part 85, § 85.605 and 85.610. YPAL shall not permit any tenant and /or other party to possess and /or consume any illegal drug(s) at the Center or within the area surrounding the Center as legally described herein during the term of this Contract.. (m) Prohibition Against Possession and/or Consumption of Intoxicating Liquor. The • YPAL shall not permit any tenant or other party to possess and /or consume any intoxicating liquor, beer, wine and /or similar beverage /substance at the Center and the surrounding property as legally described herein during the term of this Contract. (n) Maximum Occupancy of Center. The YPAL shall comply, and shall ensure that tenants comply, with maximum occupancy levels as set forth in the applicable provisions of the Yakima Municipal Code and in accordance with federal, state and/or local laws and regulations. (o) The YPAL will provide accurate quarterly and year -end reports promptly to the City on the services and activities provided in the Miller Park Activity Center during each quarter and year. The reports shall be delivered to the City within . thirty (30) days of the end of each quarter and year. 1.2 The City shall ensure that YPAL has access to the Center when City staff members are not present such as during evenings and on weekends and holidays. On those occasions YPAL shall be responsible for securing the Center. 1.3 YPAL shall repair any damage done to the Center in connection with its use thereof, whether by YPAL staff or YPAL's program participants or other invitees. 1.4 YPAL shall be responsible for providing any arid all equipment and supplies which are necessary to the programs and services which it offers, at its sole cost and expense. 1.5 Except as otherwise specifically provided in this Contract, YPAL shall furnish the following, all as the same may be required to perform the services described in accordance with this Contract: Board of Directors oversight, personnel, labor and supervision; and technical, professional and other services. All such services, property and other items furnished or required to be furnished, together with all other obligations performed or required to be performed, by YPAL under this Contract are sometime collectively referred to in this Contract as the "Services." • 1.6 All provisions of this Contract are intended to be complementary, and any Services required by one and not mentioned in another shall be performed to the same extent as though required by all. Details of the Services that are necessary to carry out the intent of Site Use Contract -4- Between City of Yakima and Yakima Police Athletic League • • • this Contract, but that are not expressly required, shall be performed or furnished by .0 YPAL as part of the Services, without any increase in the compensation otherwise payable under this Contract. • • Section 2. Period of Performance • 2.1 The period of performance under this Contract will be three (3) years, commencing at 12:01 a.m. on November 1, 2008, and continuing until midnight on October 31, 2011, unless earlier teinrinated by either party in accordance with Section 16 of this Contract. An additional extension of two (2) years may be offered, at the option of the City, making the total contract term five (5) years, to October 31, 2013. • In the event the City elects to extend the Contract for .an additional two -year term, the City shall provide written notice to the YPAL at least ninety (90) days prior to the end of the initial three -year Contract period, or on or before August 1, 2011. The City's option to extend the Contract for an additional two -year term is subject to a mutually satisfactory agreement between the parties on the value of the services during the additional two -year (2 -year) period, and is further subject to approval by the City Council. 2.2 During the first six months of this Contract, the City and YPAL shall evaluate and as appropriate negotiate additional YPAL services and compensation. The proposed terns resulting from this negotiation and evaluation effort shall be reviewed by the Yakima City Council for consideration as a future amendment to or modification of this Contract. • Section 3. Leases, License Agreements and License Revenue 3.1 Leases and License Agreements. All leases for a term of six (6) months or more in • duration for space at the Center must be in writing and consented to by the City Manager • or his authorized designee, which consent shall not be unreasonably withheld. Short-term license agreements and leases (having a duration of less than six (6) months) will not require consent by the City Manager. All leases and license agreements shall be executed and performed in compliance with all applicable federal, state, and local statutes, laws, and ordinances. Within thirty (30) days after the execution thereof, the Center shall provide the City with written copies of all lease agreements and license agreements for space at the Center. Every such lease or license agreement shall also contain a provision requiring the tenant or licensee to pay the full amount of leasehold excise tax, if applicable, in accordance with the requirements. of RCW Chapter 82.29A, as now or hereafter amended. It shall be the affirmative responsibility of the YPAL to collect the leasehold excise tax, if applicable, from all tenants and licensees in accordance with the provisions of RCW Chapter 82.29A, as now or hereafter amended, and to remit said taxes to the City Department of Finance and Budget on a monthly basis. 3.2 Lease and License Revenue. All payments received and revenue from Center lease and license agreements shall be handled and controlled by the YPAL for operational expenses and managing of the Center. The YPAL shall provide the City with a written financial report, on at least an annual basis, showing the amount of lease and license revenue S Site Use Contract -5- Between City of Yakima and Yakima Police Athletic League • • received from all sources. All of the YPAL's lease and license revenue information shall • be compiled and maintained in accordance with generally accepted accounting principles. 3.3 Tenants Must Carry Liability Insurance. Unless otherwise authorized by the City Manager, the YPAL shall require that all tenants of the Center maintain and provide proof of liability insurance coverage in accordance with Section 14.2 of this Contract, including but not limited to the same level of coverage. The policy shall name the City, its elected officers, agents, employees, and volunteers as additional insureds. Section 4. Utilities 4.1 The YPAL shall pay all charges for water, heat, lights, power, and any other utilities which may be required or used by the YPAL in the use or operation of the Center and agrees to pay the same in a timely fashion and agrees to pay the same so as to prevent any lien or shutoff of service from occurring. Any deposits or other charges required by any entity fun such utilities shall be paid by the YPAL. Section 5. Performance by YPAL 5.1 Delegation of Professional Services. The services provided for herein shall be performed by YPAL, and no person other than Board of Directors members, regular employees of YPAL, or authorized volunteers of YPAL shall be engaged on such work or services. YPAL shall not (by contract, operation of law or otherwise) delegate or subcontract performance of any Services to any other person or entity without the prior written • consent of the City. Any such delegation or subcontracting without the City's prior written consent shall be voidable at the City's option. No delegation of subcontracting of performance of any of the Services, with or without the City's prior written consent, shall relieve YPAL of its responsibility to perform the Services in accordance with this Contract. YPAL shall be fully responsible for the performance, acts and omissions of YPAL's Board of Directors members, employees, YPAL's authorized volunteers, YPAL's subcontractors, and any other person who performs or furnishes any Services (collectively, the "Support"). 5.2 YPAL shall at all times be an independent contractor and not an agent or representative of the City with regard to performance of the Services. YPAL shall not represent that it is, nor hold itself out as, an agent or representative of the City. In no event shall YPAL be authorized to enter into any agreement or undertaking for or on behalf of the City. 5.3 YPAL shall perform the Services in a timely manner and in accordance with the standards of the National Police Athletic League. At the time of performance, YPAL shall be properly licensed, equipped, organized, and financed to perform the Services in accordance with this Contract. Subject to compliance with the requirements of this Contract, YPAL shall perform the Services in accordance with its own methods. • • • Site Use Contract -6- Between City of Yakima and Yakima Police Athletic League 5.4 YPAL shall take all reasonable precautions to protect against any bodily injury (including death) or property damage that may occur in connection with the Services. Section 6. Compliance with Laws 6.1 YPAL shall .comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, and other requirements, now in effect, of any govemmental authority (including, but not limited to, such requirements as may be imposed upon the City and applicable to the Services). YPAL shall not allow the Center to be used for any unlawful purposes or commit any waste on the Center property nor damage same nor permit waste or damage by others. YPAL shall furnish such documents as may be required to effect or evidence such compliance. Section 7. Independent Contractor Status of YPAL. 7.1 The YPAL and the City understand and expressly agree that the YPAL is an independent contractor in the performance of each and every part of this Contract. The YPAL expressly represents, warrants and agrees that its status as an independent contractor in the performance of the work and services required under this Contract is consistent with and meets the six -part independent contractor test set forth in RCW 51.08.195. The YPAL, as an independent contractor, assumes the entire responsibility for carrying out and completing the work/services required under this Contract. The YPAL shall be responsible for ensuring that all employees, agents and subcontractors are licensed and authorized to operate the equipment necessary to perform this Contract, with all required fees and peiuiits paid and in good standing, in accordance with law. The YPAL and its employees shall make no claim of City employment nor shall claim against the City any related employment benefits, social security, and /or retirement benefits. Section 8. Taxes and Assessments 8.1 YPAL shall be solely responsible for and shall pay all taxes, deductions, and assessments, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, YPAL shall pay the same before it becomes due. Section 9. Industrial Insurance 9.1 The YPAL shall comply with the provisions of RCW Title 51, Industrial Insurance. For the duration of this Contract, the YPAL shall provide or purchase industrial insurance coverage for its employees, as may be required of an "employer" as defined in RCW Title 51, and shall maintain full compliance with RCW Title 51. . • 11111 Site Use Contract -7- Between City of Yakima and Yakirna Police Athletic League • Section 10. Nondiscrimination Provision 10.1 During the performance of this Contract, the YPAL shall not discriminate in violation of any applicable federal, state and /or local law or regulation on the basis of race, age, color, sex, religion, national origin, creed, marital status, political affiliation, or the presence of any sensory, mental or physical handicap. This provision shall include but not be limited to the following: employment, upgrading, demotion, • transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Contract. This non - discrimination provision shall include but not be limited to the following: (a) The benefits or services provided by the YPAL at the Center; • (b) The rules, regulations, and/or practices established by the YPAL for use of the Center; (c) All lease and license agreements entered into by the YPAL with respect to space in the Center; and (d) The employment practices of the YPAL at the Center, including but not limited to employment, promotion, demotion, transfer, recruitment, advertising, layoff, termination, rates of pay, compensation, and selection for training. The YPAL shall not enter into any lease or license agreement respecting space in the Center without incorporating in such lease or license agreement provisions which will ensure that the use or occupancy of the Center, in the provision of neighborhood services and other benefits, will be available without regard to race, age, creed, color, national origin, religion, sex, marital status, or the presence of any sensory, mental, or physical disability. The YPAL shall also furnish all information, evidence, documents and reports required by the City to substantiate compliance with this non - discrimination clause. Section 11. Records and Accounts and Inspection: Examination of Records 11.1 The YPAL shall maintain (in accordance with generally accepted accounting practices) hooks, accounts, records, documents and other materials related directly or indirectly to the costs, expenses and revenues of the management, operation and maintenance of the Center under this Contract. All such books, accounts, records, documents and other materials shall be subject to inspection and audit at reasonable times by representatives of the City. The YPAL shall make such books, accounts, records, documents and other materials available and afford the proper facilities for such inspection and /or audit within forty -eight (48) hours of inspection/audit notification from City representatives. Such books, accounts, records, documents and other materials may be copied by . representatives of the City as part of such an inspection/audit. However, the making of (or failure or delay in making) such inspection or approval shall not relieve YPAL of responsibility for performance of the Services in accordance with this Contract, Site Use Contract -8- Between City of Yakima and Yakima Police Athletic League • notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. The YPAL shall preserve and make available all such books, accounts, records, documents and other materials for a period of at least three (3) years after termination of this Contract. 11.2 YPAL shall promptly furnish the City with such information related in the Services as may be requested by the City. Until the expiration of three (3) years after termination of this Contract, YPAL shall provide the City access to (and the City shall have the right to examine, audit and copy) all of YPAL's books, documents, papers and records which are related to the Services of this Contract. Section 12. Access and Inspection of YPAL Premises. 12.1 The City and its agents or designees shall have the right to enter and inspect the YPAL leased premises and building at the Miller Park Activity Center, 604 North Fourth Street, Yakima, Washington, at all reasonable times. City employees who may exercise such inspection right include but are not limited to police officers, fire inspection personnel, and code enforcement personnel. If any inspection demonstrates, in the opinion of the inspector, clear and present danger to the public, the Center, or those in attendance at the Center, the inspector, the Fire Chief, the Police Chief or other appropriate City official/officer may order the event or activity concluded and the Center vacated, at no risk or liability to the City, its public officials, officers, employees, and /or agents. The ® YPAL shall not enter into any lease or license agreement respecting space in the Center without incorporating into such lease or license agreement a provision that contains the language of this provision regarding the City's right of inspection and authority to order . an event or activity concluded and to vacate the Center. Section 13. Indemnification and Hold Harmless 13.1 YPAL agrees to protect, defend, indemnify, and hold haiuiless the City, its elected officials, officers, employees, agents, and volunteers from any and all claims, demands, losses, liens, liabilities, penalties; fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including reasonable attorneys' fees and disbursements) resulting from death or bodily injury to any person or damage or destruction to a third pasty or third parties to the extent caused by any negligent act and /or omission of the YPAL, its officers, employees, agents, volunteers and /or subcontractors, arising out of the performance of this Contract. • 13.2 Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. Section 14. Insurance 14.1 At all times during performance of the Services, the YPAL shall secure and maintain in effect insurance to protect the City and the YPAL from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. • Site Use Contract -9- Between City of Yakima and Yakima Police Athletic League • YPAL shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. 14.2 Commercial Liability Insurance. Before this Contract is fully executed by the parties, YPAL shall provide the City with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage, and Two Million Dollars ($2,000;000.00) general aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The policy shall name the City, its elected officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice (any language in the clause to the effect of "but • failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. 14.3 Commercial Automobile Liability Insurance. Before this Contract is fully executed by the parties, YPAL shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Four Million Dollars ($4,000,000.00) per 4110 occurrence combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The policy shall name the City, its elected officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. • 14.4 Directors and Officers. Before this Contract is fully executed by the parties, YPAL shall provide the •City with a certificate of insurance as evidence of Directors and Officers Liability Insurance with coverage of at least One Million Dollars ($1,000,000.00) per occurrence and an annual aggregate limit of at least One Million Dollars ($1,000,000.00). The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect. The insurance shall be with an insurance company rated A -VII or higher in Best's Guide. If the policy is on a claims made basis, the retroactive date of the insurance policy shall be on or before the • inception date of the Contract, or shall provide full prior acts. The insurance coverage Site Use Contract -10 Between City of Yakima and Yakima Police Athletic League shall remain in effect during the term of this Contract and for a minimum of three (3) years following the teinrination of this Contract. • 14.5 Property Insurance. The City shall maintain "special form" perils property insurance coverage on the Miller Park Activity Center building located at 604 North Fourth Street, Yakima, Washington, and its contents in such amount as the City deems appropriate. The YPAL shall have the responsibility of procuring "special form" perils property insurance on personal property and tenants' improvements and betterments owned by, or in the care, custody and control of YPAL. The YPAL and the City hereby release and • discharge each other from and against all liability arising either from fire loss or damage caused by any of the "special form" perils covered by insurance policies which are in force and effect at the time of such loss or damage, even though such loss or damage may be due to negligence, act or neglect of either YPAL or the City or agents or employees of either party. It is expressly understood and agreed that it is the intention of the parties that this provision constitutes a waiver and release of any and all subrogation rights which the insurance companies might have under such insurance policies. 14.6 No Insurance. It is understood that the City does not maintain liability insurance for YPAL and /or its officers, employees, agents, instructors, volunteers, and /or subcontractors. • 14.7 Tenant Must Carry Liability Insurance. The requirement that all tenants of the Center • must carry liability insurance is discussed in Section 3.3 in this Contract. Section 15. Changes 15.1 The City may, at any time by written notice thereof to YPAL, make changes in the Services within the general scope of this Contract (including, but not limited to, additions to or deletions from any Services, suspension of performance and changes and location of performance). 15.2 If any change under paragraph 15.1 causes a significant increase or decrease in the cost of the time required for perfounance of the Services, an equitable adjustment in the compensation and schedules under this Contract shall be negotiated to reflect such increase or decrease, and this Contract shall be modified in writing accordingly. Such equitable adjustment shall constitute full compensation to YPAL for such change. If any change under paragraph 15.1 results in a decrease in the Services to be performed, YPAL shall not be entitled to anticipated profit on Services not performed and the loss of anticipated profit shall not reduce the decrease in compensation under this Contract resulting from such exchange. Further, YPAL shall not be entitled to any reallocation of cost, profit or overhead. 15.3 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment under paragraph 15.2, YPAL shall immediately proceed with performance of the Services as changed pursuant to paragraph 15.1. If YPAL intends to assert a claim for equitable adjustment under paragraph 15.2, YPAL must, within sixty (60) days after • Site Use Contract -11- Between City of Yakima and • Yakima Police Athletic League YPAL's receipt of any notice under paragraph 15.1 that does not set forth an acceptable - • adjustment, submit to the City a written statement of the basis and nature of the adjustment claimed. YPAL shall not be entitled to any adjustment unless such written statement is submitted by YPAL to the City within the applicable period. Section 16. Termination 16.1 The City may, by giving the YPAL thirty (30) calendar days written notice of termination, terminate this Contract as to all or any portion of the Services not then performed, whether or not YPAL is in breach or default, and with or without cause. Upon receipt of any such notice of termination, YPAL shall, except as otherwise directed by the City, immediately stop performance of the Services to the extent specified in such . notice. YPAL shall have the same termination rights as the City as specified in Section 16. 16.2 In the event of termination pursuant to paragraph 16.1, an equitable adjustment shall be made in the compensation payable to YPAL under this Contract, provided that such compensation as so adjusted shall in no event exceed a percentage of the total compensation otherwise payable under this Contract equal to the percentage of the Services satisfactorily completed at the time of termination. Further, YPAL shall not be entitled to any reallocation of cost, profit or overhead. YPAL shall not in any event be entitled to anticipated profit on Services not performed on account of such termination. YPAL shall use its best efforts to minimize the compensation payable under this Contract in the event of such termination. • 16.3 If the City purports to tenninate or cancel all or any part of this Contract for YPAL's breach or default when YPAL is not in breach or default which would permit such termination or cancellation, such termination or cancellation shall be deemed to have been a termination by the City pursuant to paragraph 16:1 and the rights of the parties shall be determined accordingly. Section 17. Miscellaneous 17.1 Assignment. This Contract, or any interest herein, or claim hereunder, shall not be • assigned or transferred in whole or in part by YPAL to any other person or entity without • the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of YPAL stated herein. 17.2 No Conflict of Interest. YPAL represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Contract. YPAL further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Contract. Site Use Contract -12- • Between City of Yakima and Yakima Police Athletic League • • 17.3 Severability. If any portion of this Contract is changed per mutual agreement or any portion is held invalid, the remainder of the Contract shall remain in full force and effect. • • 17.4 Integration. This written document constitutes the entire agreement between the City and YPAL. There are no other oral or written Contracts between the parties as to the subjects covered herein. No changes or additions to this Contract shall be or binding upon either party unless such change or addition be in writing and executed by both parties. 17.5 Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: TO CITY: Dick Zais, City Manager City of Yakima Yakima City Hall — First Floor 129 North Second Street • Yakima, WA 98901 -2613 TO YPAL: Ed Shoenbach, Chair of Board of Directors Yakima Police Athletic League 720 Conrad Road Selah, WA 98942 -9775 or to such other addresses or people as the parties may hereafter designate in writing. • Notices and /or demands shall be sent by both regular and first class mail, and by registered or certified mail, postage prepaid, or hand delivered. Such notices shall be deemed effective when hand delivered at the addresses specified above, or three (3) days after the date of mailing to the addresses specified above. 17.6 Governing Law. This Contract shall be governed by and construed in accordance with • the laws of the State of Washington. 17.7 Venue. The venue for any action to enforce or interpret this Contract shall lie in the Superior Court of Washington for Yakima County, Washington. • • • • Site Use Contract -13- Between City of Yakima and Yakima Police Athletic League • • CITY OF YAKIMA YAKIMA POLICE ATHLETIC LEAGUE, a nonprofit organization • By A -, By Richard A. Zais, Jr., Cit Ianager Ed Shoenbach, Chair of Board of Directors Date: /e.)/Z j0 Date: • ATTEST: B y /.I.. Al o - i SEAL i City Clerk ' .'' •.. �, Cit Contract No.: 2008 -117 Resolution No.: R- 2008 -147 STATE OF WASHINGTON) • • ) ss. COUNTY OF YAKIMA ) I hereby certify that I know or have satisfactory evidence that Ed Shoenbach is the person who appeared before me, and said person acknowledged that he signed this instrument, and on oath stated that he was authorized to execute the instrument, acknowledged that he is the Chair of the Board of Directors of the Yakima Police Athletic League and that the Board of Directors has authorized him to execute this instrument, and acknowledged it as the Chair of the Yakima Police Athletic League to be the free and voluntary act of the Yakima Police Athletic League for the uses and purposes mentioned in the instrument. DATED this day of , 2008. • Print Name: NOTARY PUBLIC in and for the State of Washington, residing at My appointment expires: Site Use Contract _ l4- Between City of Yakima and Yakima Police Athletic League • • • • EXHIBIT A • • • TO SITE USE CONTRACT Various programs will be provided by the Yakima Police Athletic League ( "YPAL "). The Yakima Police Athletic League is an independent, non - profit corporation .committed to helping youth in the community. Founded in 2003, YPAL also serves as a juvenile prevention program, to assist with long -term crime prevention. • The YPAL will operate the Miller Park Activities Center ( "Center "), and will offer a variety of youth services that are coordinated in a visible, accessible facility that is secure against crime and • illegal drug activity. The YPAL programs will offer a place where youth can access needed services, develop relationships, and find opportunities to be productive and successful, and enhance skills. Through its visibility, proximity and program diversity for youth, YPAL will foster athletic, educational and social 'activities, thus fostering resistance to drugs, crime and other neighborhood problems. • The YPAL will provide a variety of services and supportive programs, e.g., educational, athletic cultural, recreational and community- oriented programs, with emphasis on coordinated delivery of these services. The YPAL will be accessible to a wide range of youth from the community. The YPAL will provide youth with a safe place to go and find productive activities. The YPAL will be open outside of normal school hours. It should also be open on weekends and during summer vacations.. The YPAL programs may be modified from time to time depending on the needs of the YPAL program and the interests of the youth that YPAL is serving. Examples of some current programs that will be provided by YPAL are listed below. TUTORING • After school homework club is offered Monday through Friday under the supervision of a teacher's aid • • If a child is in danger of failing or their GPA is below 2.0, that child must attend tutoring AFTER SCHOOL • YPAL offers a recreational room after school • • Activities include ping pong, pool table activities and arts and crafts • • Friday Family Movie Night is another activity offered to YPAL members and their • family • Site Use Contract -15- Between City of Yakima and Yakima Police Athletic League PALitics • The PALitics youth leadership program is a'teen oriented program run by the youth under the discretion and supervision of an advisor • The youth participate in a variety of community service programs • The group participates in field trips and an annual trip to Olympia BOXING • Trained boxing instructors to provide instruction under supervised conditions • Boxing facility for boxing activities and instruction • Tournaments are part of the boxing program • Travel to tournaments may be part of the boxing program WRESTLING • Training and competitive events for youth wrestling, in which youth families are significantly involved in fundraising and attendance at wrestling events • • SOCCER • • Summer soccer program which begins in June and usually runs through part of August • • The soccer teams are divided into 3 categories: Kindergarten and 1st grade; 2 " and 3rd grade; and 4 and 5 grade • The soccer program is a partnership with the Yakima School District SCUBA • • Started in August of 2006 • The Yakima Dive Club offers scuba classes once each summer • The scuba program is limited to students age fourteen and older who pass the swim test Site Use Contract -16- • Between City of Yakima and Yakima Police Athletic League • • • SNOWBOARDING AND SKING • Each winter teens travel in the YPAL bus to White Pass during the ski season. • The teens either snowboard or ski • This program includes a nationally recognized decision making /life choices curriculum NEW HORIZONS • • • YPAL has partnered with Cub Crafters to provide youth opportunities for exposure to aviation ( MANNERS MATTER • YPAL offers a character building course to middle school girls • Two sessions are offered each year • The eleven week session is broken down into session of interpersonal skills, first impressions, table etiquette, self defense, grooming and personal hygiene, and other life enhancing skills • • • The program ends with the girls shopping for a casual /formal outfit and attending a dinner or theatre performance to show the skills they have learned • The youth participate in a variety of community service programs • The group participates in field trips and an annual trip to Olympia • • • • • Site Use Contract -17- Between City of Yakima and Yakima Police Athletic League • • • • EXHIBIT B TO SITE USE CONTRACT INVENTORY FOR MILLER PARK ACTIVITY CENTER MAIN ENTRANCE /HALLWAY OFFICE 1 Security Mirror Desks -3 Cork Boards-4. Chairs -3 Mounted Coat Rack Four Drawer Metal Cabinets -2 • Large Bench Metal Storage Unit -1 Small Bench Phone -3 Computer Desk -2 Computers -3 Round Tables -14 Printers -3 Paper Shredder -1 MAIN ROOM — Metal Coat Rack BOXING /WRESTLING ROOM Ceiling Fans -4 OFFICE 2 • Round Table -1 Desk Chairs -Black Metal -6 Computer • Chairs - Blue -2 Printer Sink w /Countertop & Cabinet -4 Phone Soap Dispenser -4 Cork Board Paper Towel Dispenser -4 Chairs -3 • Water Fountain Wood Storage Unit Counter Book Shelf. Fire Hydrant Two Drawer Metal Cabinet -1 FRONT DESK CHILD CARE /MEETING ROOM • Desks -2 (Southeast Room) Chairs -2 Folding Tables -2 Computers - 2 . Chairs Blue - 12 Color Copier -1 Chairs - Wood -2 Phone -2 White Dry Erase Boards -2 • COPY ROOM . NURSERY (East Room) Four Drawer Metal Cabinets -3 Sink w /Countertop & Cabinet Counter Soap Dispenser Wall Mounted Cabinet Paper Towel Dispenser Metal Bookshelf Wall Mounted Cabinet -2 Canon Copier COMPUTER LAB -(West Room) OFFICE HALLWAY White Dry Erase Board • Metal Storage Units -3 Ceiling Fan Metal Bookshelf Fire Hydrant CONFERENCE ROOM /OFFICE N/A Site Use Contract -18- Between City of Yakima and • • Yakima Police Athletic League • • • LOUNGE KITCHEN • Cabinet Units -4 Hallway Book Shelves -4 Fire Hydrant • Garbage Can CLASSROOM-(Southwest Room) Sugar -10 Large Room Divider Refrigerator -1 Computer Desk -1 Freezers -2 • Four Drawer Metal Cabinets -5 Large Coffee Holders -3 Sink w /Large Countertop & Pepper Shakers -4 & Salt Shakers -6 • Cabinets • Stainless Steel Containers -3 /Lids -2 Soap Dispenser Paper Towel Dispenser -1 Towel Dispenser Soap Dispenser -1. Green Tray -1 Coffee Maker w/1 Coffee Pot Coffee Cups -9 Pot Burner American Flag Pole Coffee Cups -118 Folding Table -1 Green Trays -47 • Storage Closet Brown Trays -3 Fire Exinguisher -1 RESTROOMS (2) Garbage Can (Men& Women) Glass Pitcher Paper Towel Dispenser -2 ea. Glass Plates -50 • Soap Dispenser -2 ea. Large Plastic Plates -128 Garbage Can -1 ea. Small Bowls -12 • Small Plates -24 RESTROOMS (2) Small Plastic Cup -1 (For Men & Women with Disabilities) Large Steel Pot w /Lid -1 Paper Towel Dispenser -1 ea. Medium Pots w /Lids -2 Soap Dispenser -1 ea. Medium Pots -2 • Garbage Can -1 ea. Small Pot -1 • • Large Pan -1 & Medium Pan -1 RECREATIONAL ROOM Metal Strainers -2 • (Northwest Room) Scales -2 Hallway Misc. Kitchen Utensils Chairs -Blue -125 Steel Stool -1 Sink w /Countertop & Cabinet White Baskets -2 Soap Dispenser Paper Towel Dispenser STORAGE ROOM - (Outside) Ceiling Fan Piano -2 Desk Desk & Bookcase Fire Extinguisher Chairs - Blue -20 • Cork Board Chairs- Wood -3 & Plastic -2 • Four Drawer Metal Cabinet Inventory conducted by Wayne Haubrich and Marisol Deloza of the Yakima Police Department and Tonia Ramirez of the Legal Department, on October 22 -24, 2008. • Site Use Contract -19- Between City of Yakima and Yakima Police Athletic League •