HomeMy WebLinkAbout02/03/2015 05H YPAL Facility Improvement Agreement with Washington Fruit and Produce CompanyBUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 5.H.
For Meeting of: February 03, 2015
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ITEM TITLE: Resolution ratifying an agreement with Washington Fruit &
Produce Company for development and improvement of the
Yakima Police Athletic League Facility (YPAL Building)
SUBMITTED BY: Joe Caruso, Code Administration Manager (509) 575-6257
Randy Pitney, Building Superintendent
SUMMARY EXPLANATION:
The 2014 Strategic Plan included an update to the Yakima Police Athletic League facility at
Miller Park as part of the City's Partnership Development. The YPAL facility is currently known
as Washington Fruit Community Center. Washington Fruit & Produce Company desires to
contribute up to $250,000, payable at the rate of $50,000 per year commencing January 1,
2014 for improvements and renovations. The City matching commitment pursuant to the
Agreement is up to $250,000 payable at the rate of $50,000 per year, for a total commitment of
$500,000 toward completion of the project. The City and Washington Fruit & Produce Company
had executed the agreement on February 10, 2014. The attached Resolution approves and
ratifies the agreement as and from such date.
Resolution: X
Other (Specify):
Contract: X
Start Date: January 1, 2014
Item Budgeted: Yes
Funding Source/Fiscal
Impact:
Strategic Priority: Partnership Development
Insurance Required? No
Mail to: Washington Fruit & Produce Company c/o Roderick Plath,
President/Chairman, P.O. Box 1588, Yakima, WA 98907
Phone:
Ordinance:
Contract Term: 5 years
End Date: January 15, 2018
Amount: $250,000
APPROVED FOR
SUBMITTAL:
RECOMMENDATION:
City Manager
Approve the Resolution to authorize this agreement.
ATTACHMENTS:
Description Upload Date Type
Resolution - WA Fruit & Produce 1/22/2015 Resollution
Exhibit A - Contract WA Fruit 1/22/2015 Ex hil b lit
A RESOLUTION
RESOLUTION NO. R -2015 -
approving, ratifying and authorizing the City manager's execution of
an agreement between the City of Yakima and Washington Fruit
and Produce Company for improvement of Yakima Police Athletic
League (YPAL) facility.
WHEREAS, the City of Yakima (City) owns and operates the Yakima Police
Athletic League (YPAL) facility in accordance with applicable Federal, State and Local
regulations; and
WHEREAS, Washington Fruit has previously agreed to contribute and pay the City
the sum up to $250,000 from funds authorized by its board toward the costs of design and
construction improvements, which "Agreement between the City of Yakima and
Washington Fruit & Produce Co. for Development and Improvement of the Yakima Police
Athletic League Facility" is dated and effective February 10, 2014 and is attached hereto
as Exhibit "A" and incorporated herein by this reference; and
WHEREAS, pursuant to such agreement, the City has agreed to contribute and
pay the sum up to $250,000 toward the costs of design and construction improvements;
and
WHEREAS, such funds together shall be paid to the City in annual installments of
$50,000 commencing on or before January 15, 2014, and on or before January 15 of each
succeeding year, with the last payment payable on or before January 15, 2018; and
WHEREAS as a condition of the donation of funds for improvement of the YPAL
building by Washington Fruit, herein, Washington Fruit is granted the right to name the
improved and renovated facility, subject to final acceptance and approval of the City
Council, therefore;
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
Section 1. The "Agreement between the City of Yakima and Washington Fruit
& Produce Co. for Development and Improvement of the Yakima Police Athletic League
Facility" attached hereto and incorporated as Exhibit "A," is hereby approved and ratified
as and from the date of execution of such agreement.
Section 2. The City Manager's execution and administration of the Agreement
described in Section 1 above is hereby authorized and ratified as and from the date of
execution thereof; now, therefore,
ADOPTED BY THE CITY COUNCIL this 3rd day of February, 2015.
ATTEST: Micah Cawley, Mayor
Sonya Claar Tee, City Clerk
AGREEMENT BETWEEN THE CITY OF YAKIMA AND
WASHINGTON FRUIT & PRODUCE CO. FOR DEVELOPMENT
AND IMPROVEMENT OF THE YAKIMA POLICE ATHLETIC LEAGUE
FACILITY
THIS AGREEMENT is entered into by and between the City of Yakima and
Washington Fruit & Produce Company for the development and improvement of
the Yakima Police Athletic League facility located adjacent to Miller Park, as set
forth below.
I. RECITALS
A. City of Yakima (hereafter called "City") is a municipal corporation of
the State of Washington with City Hall located at 129 North 2nd Street, Yakima,
Washington 98901.
B. Washington Fruit & Product Co. (hereafter called "Washington
Fruit") is a corporation duly formed and existing under the laws of the State of
Washington with corporate offices located at 401 North 1st Avenue, Yakima,
Washington 98902, and mailing address of P.O. Box 1588, Yakima, Washington
98907.
C. City is the owner of a building and facilities known as the Yakima
Police Athletic League Building ("YPAL Building") located on a parcel of land
12,340 square feet in area, commonly known as 602 North 4th Street, Yakima,
Washington, adjacent to Miller Park, a public park. The legal description of the
parcel containing the YPAL Building is:
City of ,Yakima: Lot 1, Block 64, also one-half of vacated "F" Street
accruing thereto.
Situate in City of Yakima, Yakima County, State of Washington.
Yakima County Assessor's Parcel No. 191318-32479
D. The Yakima Police Athletic League ("YPAL") is a nonprofit
corporation duly formed and existing under the laws of the State of Washington
to provide alternative recreational, educational and athletic activities under the
supervision of police officers and community volunteers. YPAL conducts such
activities within the YPAL Building and property, and is funded by community
donations, grants and fundraisers conducted throughout the year.
E. The YPAL Building is 10,472 square feet in area, and was
constructed in 1975. The YPAL Building is in need of renovation, including but
not limited to, replacement of windows and siding, renovation of
classroom/conference rooms, construction of new restrooms, remodeling of
offices, reception area and cafe, and renovation of assembly areas and hallways.
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F. Washington Fruit desires to contribute up to $250,000, payable at
the rate of $50,000 per year commencing January 1, 2014, for construction of
certain designated improvements and renovations described below. Likewise,
City desires to match such contributions up to $250,000, payable at the rate of
$50,000 per year commencing January 1, 2014, for such purposes.
G. Washington Fruit and City desire to enter into an Agreement for the
use of such funds, to describe the improvements and renovations to be
accomplished, and to provide for the administration of such projects and funds.
II. AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
promises herein, and for the mutual benefit to the parties hereto, the parties
agree as follows:
1. Description of Improvement Phases. The improvements and
renovations to the YPAL Building shall consist of the following generally
described project phases (hereafter "Improvements"), with estimated costs:
A. Phase 1 — Replace Windows and Siding.
Estimated construction costs:
Construction Cost Subtotal: $49,431
Design Contingency @ 30%: 14,829
Subtotal: $64,260
General Contractor's Overhead
and Profit ("OH & P"): $ 9,639
TOTAL Phase 1 Construction Costs: $73,899
Washington State Sales Tax @ 8.2%: $ 6,060
TOTAL with Taxes: $79,959
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B. Phase 2 — Renovate Classroom/Conference Rooms.
Estimated construction costs:
Construction Cost Subtotal: $125,916
Design Contingency @ 30%: 37,775
Subtotal: $163,691
General Contractor's Overhead
and Profit ("OH & P") @ 15%: $ 24,554
TOTAL Phase 2 Construction Costs: $188,244
Washington State Sales Tax @ 8.2%: $ 15,436
TOTAL with Taxes: $203,680
C. Phase 3 — New Restrooms.
Estimated construction costs:
Construction Cost Subtotal: $55,825
Design Contingency @ 30%: 16,748
Subtotal: $72,573
General Contractor's Overhead
and Profit ("OH & P") @ 15%: $10,886
TOTAL Phase 3 Construction Costs: $83,458
Washington State Sales Tax @ 8.2%: $ 6,844
TOTAL with Taxes: $90,302
D. Phase 4 — Remodel Offices/Reception/Cafe.
Estimated construction costs:
Construction Cost Subtotal: $57,260
Design Contingency @ 30%: 17,178
Subtotal: $74,438
General Contractor's Overhead
and Profit ("OH & P") @ 15%: $11,166
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TOTAL Phase 4 Construction Costs: $85,604
Washington State Sales Tax @ 8.2%: $ 7,020
TOTAL with Taxes: $92,623
E. Phase 5 — Assembly Room/Hallways.
Estimated construction costs:
Construction Cost Subtotal: $ 8,092
Design Contingency @ 30%: 2,428
Subtotal: $10,520
General Contractor's Overhead
and Profit ("OH & P") @ 15%: $ 1,578
TOTAL Phase 5 Construction Costs: $12,098
Washington State Sales Tax @ 8.2%: $ 992
TOTAL with Taxes: $13,090
TOTAL ESTIMATED ALL PHASES, including taxes:
Estimated "soft costs"* @ 20% of
Construction Costs:
(*Architect/engineer fees, printing,
permits, etc.)
$479,655
$ 88,661
TOTAL ESTIMATED PROJECT COSTS: $568,316
2. Obligations of Washington Fruit. Washington Fruit shall
perform the following duties:
A. Washington Fruit shall contribute and pay the City the sum up to
$250,000 from funds authorized by its board toward the costs of
design and construction of the Improvements. Such funds shall be
paid to City in annual installments of $50,000 commencing on or
before January 15, 2014, and on or before January 15 of each
succeeding year, with last payment payable on or before January
15, 2018. Such funds shall be deposited in an account or accounts
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of the City appropriate for the administration of such funds.
Thereafter, such funds, together with funds contributed by City as
set forth in Section 3 below, will be expended by City to accomplish
the purposes of this Agreement.
B. Washington Fruit, at Washington Fruit's election, may assist the
City in planning, design and site development of the Improvements,
and confer with the City as desired by Washington Fruit in regard to
any outstanding matters relating to use, maintenance and repair of
the completed Improvements.
C. Washington Fruit understands and agrees that design and
construction of the Improvements shall be deemed a public works
project of the City, subject to laws and procedures governing public
works projects, including but not limited to, bidding laws and
payment of prevailing wages, as applicable.
3. Obligations of City. The City shall provide the following
services and perform the following duties:
A. City shall contribute the sum up to $250,000 from funds authorized
by its City Council toward the costs of design and construction of
the Improvements. Such funds shall be paid by City in annual
installments of $50,000 commencing on or before January 15,
2014, and on or before January 15 of each succeeding year, with
last payment payable on or before January 15, 2018. Such funds
shall be deposited in an account or accounts of the City appropriate
for the administration of such funds. Thereafter, such funds,
together with funds contributed by Washington Fruit as set forth in
Section 2 above, will be expended by City to accomplish the
purposes of this Agreement.
B. City, in consultation with Washington Fruit, and subject to the
provisions of Section 3 (C) below, shall be responsible for the
design of the Improvements, including designation of location of the
Improvements within the YPAL Building and property. City, in
consultation with Washington Fruit, shall be responsible for
developing and implementing all plans for construction of the
Improvements, including but not limited to, implementing such
construction in phases as necessary or appropriate to
accommodate financing of such project.
C. City shall construct the Improvements as a public works project and
manage the construction site. City shall be responsible for
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compliance with construction and design standards regarding
accessibility for the handicapped pursuant to applicable codes.
D. Upon completion of the Improvements, the finished facilities,
amenities and fixtures shall be owned, operated and maintained by
the City; shall be incorporated into the City's public property; and
will meet the standards set by City.
E. City shall manage all funds allocated, collected, paid and received
pursuant to this Agreement, and shall maintain such funds in an
appropriate account or accounts, to be expended by City to
accomplish the purposes of this Agreement. City shall manage
such account or accounts in accordance with its existing
procedures and standards. City shall provide periodic reports or
statements of account and expenditure to Washington Fruit as
requested, and shall provide a final statement of account and
expenditure upon completion and final acceptance of the
Improvement project.
4. Scheduling of Construction — Funding — Budgeting. It is the
intention and desire of the parties that funds sufficient to accomplish the
construction of each Phase will be in hand or committed prior to commencement
of construction of each Phase. The City shall have final authority to determine
when such construction shall commence and how such construction shall
progress. City shall budget the construction funds in accordance with its
budgeting procedures and applicable standards. To this end, if requested by
Washington Fruit, the parties will meet and confer as necessary and appropriate
prior to issuance of the City's Preliminary Budget to discuss the anticipated
construction schedule for the next budget year and the funds to be budgeted for
such construction.
5. Prepayment of Annual Funds — Additional Funds. Either party
may prepay any annual contribution, or any portion thereof, in order to
accomplish construction of any Phase within an agreed timeframe or to cover
cost overruns for any Phase. In the event of prepayment of any annual
contribution, or portion thereof, the amount of such prepayment shall be credited
against the total $250,000 committed by each party pursuant to this Agreement,
with such credit applied against the final annual payment unless otherwise
agreed. Either party may also contribute funds in excess of its total commitment
of $250,000, and such excess funds may be provided through donation and/or
grants from the contributing party, or donations and/or grant funds dedicated to
the project contributed by third parties and governmental agencies. Such excess
contributions of the parties and donations and/or grants from third parties and
governmental agencies shall be documented and considered components of this
Agreement.
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6. Use, Maintenance and Property Insurance. Except as otherwise
insured by contractor(s) during construction, such Improvements and the YPAL
Building and property shall be owned, maintained and insured by City in
accordance with standards and procedures of the City.
7. Name of YPAL Building. As a condition for the donation of funds
for improvement of the YPAL Building by Washington Fruit herein, Washington
Fruit is granted the right to name the improved and renovated facilities, subject to
final acceptance and approval of the City Council.
8. Duration. The term of this Agreement shall commence upon
execution hereof and shall remain in effect through completion and final
acceptance by City of all Phases described in Section 1 of this Agreement.
Notwithstanding the above, this Agreement may be terminated earlier by either
party pursuant to the provisions of Section 21 below.
9. Administration. This Agreement shall be administered by the City
Manager or his designee.
10. Independent Contractor. Washington Fruit and the City
understand and expressly agree that Washington Fruit and the City are each
independent contractors in the performance of each and every part of this
Agreement. Nothing contained herein shall be interpreted as creating a
relationship of servant, employee, partnership, or agency between Washington
Fruit and the City and/or any officer, employee or agent of Washington Fruit and
the City.
11. No Third Party Rights. This Agreement is entered into for the sole
benefit of the parties. It shall confer no benefits or rights, direct or indirect, on
any third parties. No person or entity other than the City and Washington Fruit
may rely upon or enforce any provision of this Agreement.
12. Indemnification and Hold Harmless.
A. Each party hereto agrees to maintain responsibility and
assume liability in the performance of this Agreement for its own wrongful
and/or negligent acts or omissions, and those of its officers, agents or
employees to the fullest extent allowed by law.
B. City specifically agrees that it will indemnify and hold
harmless Washington Fruit, its board members, officers, employees,
volunteers, insurers and agents from any claims, demands, damages,
lawsuits and actions arising out of any injury or Toss, or claim of injury or
loss, arising out of the construction, use, maintenance or repair of the
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Improvements, the YPAL Building and facilities, caused by the sole
negligence or intentional wrongful acts of City, its elected and appointed
officials, officers, contractors, volunteers and employees.
C. The provisions of this Section shall survive the termination or
expiration of this Agreement.
D. Nothing contained in this Section or this Agreement shall
create a liability or a right of indemnification in any third party.
13. Nondiscrimination. During the performance of this Agreement, the
parties shall not discriminate in violation of any applicable federal, state and/or
local law or regulation on the basis of age, sex, race, creed, religion,, color,
national origin, marital status, disability, honorably discharged veteran or military
status, pregnancy, sexual orientation, and any other classification protected
under federal, state, or local law. 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 Agreement.
14. Compliance With Law. The parties to this Agreement shall comply
with all applicable federal, state and local laws, rules and regulations in carrying
out the terms and conditions of this Agreement.
15. No Insurance. It is understood the City does not maintain liability
insurance for Washington Fruit or its employees, volunteers and contractors. It is
understood that Washington Fruit does not maintain liability insurance for the City
or its employees, officers, volunteers and contractors.
16. Waiver of Breach. A waiver by either party hereto of a breach of
the other party hereto of any covenant or condition of this Agreement shall not
impair the right of the party not in default to avail itself of any subsequent breach
thereof. Leniency, delay or failure of either party to insist upon strict performance
of any agreement, covenant or condition of this Agreement, or to exercise any
right herein given in any one or more instances, shall not be construed as a
waiver or relinquishment of any such agreement, covenant, condition or right.
17. Dispute Resolution. The City and Washington Fruit agree to meet
to discuss any outstanding issues related to the development of the
Improvements and the performance of this Agreement in order to resolve any
disputes through cooperation and negotiation. In the event any dispute cannot
be resolved through cooperation and negotiation, the parties agree to submit
such dispute to a mediator, mutually acceptable to both parties. Each party shall
bear and pay its own expenses and costs of mediation, including attorneys' fees,
and the parties will each pay one-half of the mediator's fee. If such dispute is not
resolved through mediation, the parties may seek redress through any court with
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jurisdiction, and the substantially prevailing party therein shall be entitled to
recover its costs of suit together with its reasonable attorneys' fees.
18. Integration. This Agreement contains all of the terms and conditions
agreed on by the parties. No other understandings, oral or otherwise, regarding
the subject matter of this Agreement, are deemed to exist or to bind either of the
parties.
19. Modifications. The parties may modify this Agreement but no
proposed changes or modifications shall have validity or become binding on
either party unless such changes or modifications are in writing and executed by
both parties.
20. Severabilit
A. If a court of competent jurisdiction holds any part, term or provision of
this Agreement illegal or invalid in whole or in part, the validity of the remaining
provisions shall not be affected, and the parties' rights and obligations shall be
construed and enforced as if the Agreement did not contain the particular
provision held invalid.
B. If any provision of this Agreement is in direct conflict with any
statutory provision of the State of Washington, that provision which may conflict
shall be deemed inoperative and null and void insofar as it may conflict, and shall
be deemed modified to conform to such statutory provision.
21. Termination — Effect of Termination — Modification. The parties
may terminate this Agreement only according to the following provisions:
A. Pre -Construction.
1. Engineer's Estimate. The parties shall meet and
confer to review the Engineer's Estimate for the cost of each Phase
of the Improvements. If such cost exceeds the total funds
contributed by the parties, the parties, or either of them, may
terminate this Agreement. Such termination shall be by written notice
of termination delivered to the other party at the address given in
Section 21 below. Upon the effective date of termination, the
balance of funds contributed by each party for that Phase shall be
remitted and paid to the contributing party, less that party's share of
proportionate costs and expenses incurred in the design,
implementation and work performed pursuant to this Agreement prior
to the effective date of termination. In the alternative, the parties may
revise the scope of improvements to fit within the budget of funds on
hand and proceed to bidding and construction with the modified
scope of improvements, or may contribute excess funds to
accomplish the original scope of improvements.
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2. Prior to Requests for Bids. Either party may terminate
this Agreement any time prior to publication of Requests for Bids for
the construction of the Improvements. Such termination shall be by
written notice of termination delivered to the other party at the
address given in Section 21 below. Upon the effective date of
termination, the balance of funds contributed by each party shall be
remitted and paid to the contributing party, less that party's share of
proportionate costs and expenses incurred in the design,
implementation and work performed pursuant to this Agreement prior
to the effective date of termination.
B. After Award of Construction Contract(s). Neither party
shall have the right to unilaterally terminate this Agreement after
award of any contract for construction of any Phase of the
Improvements. After completion of such Phase, either party may
unilaterally terminate this Agreement as to remaining Phases. Upon
the effective date of termination, the balance of funds contributed by
each party shall be remitted and paid to the contributing party, less
that party's share of proportionate costs and expenses incurred in the
design, implementation and work performed pursuant to this
Agreement prior to the effective date of termination.
C. Mutual Agreement of the Parties. This Agreement may be
terminated by mutual agreement of the parties at any time.
22. Construction Management. Construction of the Improvement
Project, and each Phase, will be managed by City, and contractor(s) performing
the work will be bonded in accordance with City public works contracting
procedures.
23. Notices. Unless otherwise stated herein, all notices and demands
are required in written form and sent to the parties at their addresses as follows:
TO: CITY OF YAKIMA
Tony O'Rourke, City Manager (or successor)
City of Yakima
129 North Second Street
Yakima, WA 98901
TO: WASHINGTON FRUIT & PRODUCE CO.
Roderick Plath, President/Chairman
P.O. Box 1588
Yakima, Washington 98907
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24. Governing Law — Venue. This Agreement shall be governed by
and construed in accordance with the laws of the State of Washington. Venue
for any action arising out of the implementation, performance or breach of this
Agreement shall lie in Yakima County, State of Washington.
25. Filing. Copies of this Agreement shall be filed with the City Clerk of
Yakima.
CITY OF YAKIMA
, City Manager
Date Signed
CITY CONTRAC r NO:
RESOLUTION NO:
WASHINGTON FRUIT & PRODUCE
COMPANY
By:
Roderick Plath, President/Chairman
/74).0)
Date Signed
By: (-
Clifford Plath, Secretary
/. Z///r
Date Signed
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