HomeMy WebLinkAboutR-2004-083 Yakima Valley Farm Workers Clinic Operating Agreement (re: former Senior Citizen Center )RESOLUTION NO. R-2004-83
A RESOLUTION authorizing the City Manager of the City of Yakima to execute an
Operating Agreement with the Yakima Valley Farm Workers Clinic for the
purposes of operating the former Yakima Senior Center located at 602
North Fourth Street, Yakima, Washington, as a neighborhood facility to
meet the needs of youth and families in the greater Yakima area.
WHEREAS, the City is the owner of the former Yakima Senior Center ("Center'), located
at 602 North Fourth Street; and
WHEREAS, the City desires that the Center be managed, operated, and maintained 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 recreational and academic activities for youth,
family enrichment services, and behavioral health services for community members; and
WHEREAS, the Yakima Valley Farm Workers Clinic, in conjunction with the Northwest
Community Action Center (''NCAC') and the Yakima Police Athletic League (''YPAL'), is willing to
operate the Center as a neighborhood facility for said purposes and in accordance with the
attached Operating Agreement; and
WHEREAS, the City Council Economic Development Committee has reviewed the
proposed use of the Center with representatives of NCAC, YPAL, and the Yakima Valley Farm
Workers Clinic and recommends that the City enter into an Operating Agreement with the
Yakima Valley Farm Workers Clinic; and
WHEREAS, the City Council deems it to be in the best interest of the City to authorize
execution of the attached Operating Agreement with the Yakima Valley Farm Workers Clinic,
now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager of the City of Yakima is hereby authorized and directed to execute the
attached "Operating Agreement" with the Yakima Valley Farm Workers Clinic for the purposes
of operating the former Yakima Senior Center located at 602 North Fourth Street, Yakima,
Washington, as a neighborhood facility to meet the needs of youth and families in the greater
Yakima area. The City Attorney shall approve the final form of the Agreement.
ADOPTED BY THE CITY COUNCIL this 22nd day of June, 2004.
ATTEST:
City Clerk
Paul P. George, Mayor
YAKIMA YOUTH CENTER
OPERATING AGREEMENT
THIS AGREEMENT is made and entered into this day of ,
2004, by and between the City of Yakima, a Washington municipal corporation
(hereinafter "City"), and the Yakima Valley Farm Workers Clinic, a nonprofit corporation
(hereinafter "Operator").
WITNESSETH:
WHEREAS, the City is the owner of the Yakima Youth Center (hereinafter
"Center"), which is located within the City of Yakima and is legally described as follows:
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 parties to this Agreement desire that the Center be managed,
operated, and maintained in accordance with the provisions, terms, and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
1. General Management Responsibilities and Expenses of Operator. The
Operator shall manage, operate, and maintain the Center consistent with City policies
and with the general concepts of a non-profit facility. Specifically, the Operator 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 recreational and academic activities for youth and family enrichment services
for community members.
Except as otherwise provided herein, the Operator 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 Operator 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 Youth Center
operations.
The City shall not be required to reimburse the Operator for any of the
operational expenses or maintenance costs which the Operator is obligated to pay as
provided above or for any capital improvements which the Operator may make to the
Center pursuant to Section 4 below. The Operator agrees to perform the services
contemplated by this Agreement in consideration of the community action benefits to
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be derived hereunder; the City shall have no obligation to pay the Operator for said
services.
2. Term of Agreement. The term of this Agreement shall commence at
12:01 a.m., July 1, 2004, and shall terminate at midnight, June 30, 2009, unless earlier
terminated by either party in accordance with Section 24 of this Agreement.
3. Maintenance. The Operator shall keep the interior of the Center at all times in
as 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 Operator
alone excepted. The Operator shall maintain and repair the doors, windows, and all
interior walls and fixtures for the Center. In addition, the Operator shall be responsible
for routine maintenance (costing $500 less) of the heating and conditioning
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(HVAC) system and the interior electrical and plumbing fixtures. The Operator 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. 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. Notwithstanding any other provision of this Section, the City's
obligations hereunder are expressly made subject to the annual 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 3 due to insufficient appropriations,
the Operator shall have no obligation to perform such maintenance and repair
obligations at its expense, nor shaii it be responsible for any damage caused by the
failure to do such maintenance and repair.
4. Alterations, Modifications and Capital Improvements. The Operator 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 cost of the Operator unless otherwise provided by
mutual written agreement of the parties.
5. Leases and License Agreements. AH leases for a term of twelve (12) 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 Tess than
twelve (12) 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
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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 Operator 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.
6. Lease and License Revenue. All payments received and revenue from Center
leases and license agreements shall be handled and controlled by the Operator for
operational expenses and managing of the Center. The Operator shall provide the City
with a written financial report, on at least an annual basis, showing the amount of lease
and license revenue received from all sources. All of the Operator's lease and license
revenue information shall be compiled and maintained in accordance with generally
accepted accounting principles.
7. Utilities. The Operator shall pay all charges for water, heat, lights, power, and
any other utilities which may be required or used by the Operator 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 furnishing such utilities shall be paid by
the Operator.
8. Taxes and Assessments. The Operator shall be solely responsible for
compensating its employees and for paying all related taxes, deductions, and
assessments, including but not limited to federal income tax, FICA, social security tax,
assessments for unemployment and industrial injury, and other deductions from income
which may be required by law or assessed against either party as a result of this
Agreement. In the event the City is assessed a tax or assessment as a result of this
Agreement, the Operator shall pay the same before it becomes due.
9. Independent Contractor Status of Operator. The Operator and the City
understand and expressly agree that the Operator is an independent contractor in the
performance of each and every part of this Agreement. The Operator, as an
independent contractor, assumes the entire responsibility for carrying out and
accomplishing the services required under this Agreement. Additionally, and as an
independent contractor, the Operator 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. Nothing contained herein shall be interpreted as
creating a relationship of servant, employee, partnership or agency between the
Operator or any officer, employee or agent of the Operator and the City.
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10. Maintenance of Records, Annual Report and Inspections.
a. The Operator shall maintain accounts and records, including property,
financial, and program records, and such other records as the City may deem necessary
to ensure proper accounting for aii project funds and compliance with this Agreement,
including a system of internal controls and accounting systems which conform to
generally accepted accounting principles and auditing standards.
b. All such records and documents shall be retained by the Operator and
shall be available for inspection, audit and copying by City representatives and/or
appropriate federal/state officials during the term of this Agreement and for a period of
three (3) years following the termination of this Agreement.
c. On or by the July 1, 2005 and July 1 of each year thereafter that this
Agreement is in effect, the Operator shall deliver to the City an annual written report
describing in reasonable detail for the previous year the Center's uses, operations,
maintenance, capital improvements, and any other significant information relating to
the Center. The annual report shall include a written financial operating statement
prepared by the Operator in accordance with generally accepted accounting principles_
Upon the City's request, the Operator shall provide such additional financial information
as the City, in its sole discretion, desires to obtain relating to this Operating Agreement
and all transactions pertaining thereto.
11. Access and Inspection. The City shall have the right at all reasonable times to
have access to the Center property and to make inspections thereof, subject to giving
the Operator one (1) day's prior notice thereof. 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
Operator 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.
12. Drug-Free Workplace. The Operator shall maintain a drug-free workplace in
accordance with the Drug-Free Workplace Act of 1988 and 34 C.F.R. Part 85, Subpart F
for grantees (defined in 34 C.F.R. Part 85, Sections 85.605 and 85.610). The Operator
shall not permit any tenant and/or other party to possess and/or consume any illegal
drug(s) at the Center and the surrounding property as legally described herein during
the term of this Agreement.
13. Prohibition Against Possession and/or Consumption of Intoxicating
Liquor. The Operator 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
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Center and the surrounding property as legally described herein during the term of this
Agreement.
14. Maximum Occupancy of Center. The Operator 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.
15. Security. Operator shall, at its sole expense and cost, provide security for the
Center building and property to the satisfaction of the City, which security shall, at a
minimum, include an automatic intruder detection system, and secure door and window
locks.
16. Personal Property. The Operator 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. An inventory of the City's personal property
is attached hereto as Exhibit "A" and incorporated herein by this reference.
17. Non -Discrimination. During the performance of this Agreement, the Operator
shall not discriminate in violation of any applicable federal, state and/or local law or
regulation on the basis of race, 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
Agreement. This non-discrimination provision shall include but not be limited to the
following:
a. The benefits or services provided by the Operator at the Center;
b. The rules, regulations, and/or practices established by the Operator for
use of the Center;
c. All lease and license agreements entered into by the Operator with
respect to space in the Center; and
d. The employment practice of the Operator 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 Operator 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,
creed, color, national origin, religion, sex, marital status, age, or the presence of any
sensory, mental, or physical disability. The Operator shall also furnish all information,
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evidence, documents and reports required by the City to substantiate compliance with
this non-discrimination clause.
18. Compliance with Applicable Laws. The Operator shall operate, maintain,
and manage the Center in accordance with all applicable statutes, laws, regulations,
and ordinances and shall not allow the Center to be used for any unlawful purposes.
The Operator shall not commit any waste on the Center property nor damage same nor
permit waste or damage by others.
19. Insurance Requirements.
a. Property Insurance. The Operator shall procure and maintain a policy or
policies of property insurance with respect to the Center covering all property owned by
the Operator including personal property and tenants' improvements and betterments.
The Operator will hold the City harmless for any damage to property owned by the
Operator and waive its right of subrogation for any damage to its property.
b. Liability Insurance. On or before the effective date of this Agreement, the
Operator shall provide the City an Acord certificate as proof of liability insurance in the
!.G liability the
amount of One Million Dollars ($1,000,000.00) per occurrence combined bodily injury
and property damage that states who the provider is, the amount of coverage, the
policy number, and when the policy and provisions provided are in effect. Said policy
shall be in effect for the duration of this Agreement. The policy shall name the City, its
officers, elected officials, agents, and employees 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) days' prior written notice. The insurance shall be on an occurrence form
with an insurance company rated A -IX in Best's Guide or companies approved by the
City. A copy of all such policies shall be provided to the City upon request.
c. Industrial Insurance. The Operator shall comply with the provisions of
RCW Title 51, Industrial Insurance. For the duration of this Agreement, the Operator
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.
d. Tenants must carry liability insurance. Unless otherwise authorized by the
City Manager, the Operator shall require that all tenants of the Center maintain and
provide proof of liability insurance coverage in accordance with Subsection b of this
Section, including but not limited to the same level of coverage and naming the City, its
officers, agents, and employees as additional insureds.
e. City does not provide insurance for Operator. It is understood the City
does not maintain any form of insurance for the Operator, its officers, employees,
volunteers, and/or agents. It is further understood that the Operator is no obligation to
maintain any form of insurance for the City, including the Center and the City's personal
property contained therein, except as provided in this Section.
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20. Indemnity.
a. The Operator agrees to hold harmless, indemnify, and defend the City, its
elected officials, officers, employees, agents, and/or volunteers from and against any
and all suits, actions, claims, liability, damages, judgments, costs and expenses
(including reasonable attorney's fees and disbursements) arising from the Operator's
failure to perform or negligent performance of its obligations under this Agreement,
and/or its negligent acts in connection with the operation and/or use of the Center.
b. The City agrees to hold harmless, indemnify, and defend the Operator, its
directors, officials, officers, employees, agents and/or volunteers from and against any
and all suits, actions, claims, liability, damages, judgments, costs and expenses
(including reasonable attorney's fees and disbursements) arising out of its negligent
acts and/or its failure to perform its obligations under this Agreement.
c. In the event that both the Operator and the City are negligent, each party
shall be liable for its contributory share of negligence for any resulting suits, actions,
claims, liability, damages, judgments, costs and expenses (including reasonable
attorney's fees).
d. Nothing contained in this Section or this Agreement shall be construed to
create a liability or a right of indemnification in any third party.
e. This Section of the Agreement shall survive the term or expiration of this
Agreement and shall be binding on the parties to this Agreement.
21. Assignment. This Agreement, or any interest herein or claim hereunder, shall
not be assigned or transferred in whole or in part by the Operator 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 Operator stated herein.
22. Severability.
a. If a court of competent jurisdiction holds any part, term or provision of
this Agreement to be 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 to be 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.
c. Should the City determine that the severed portions substantially alter this
Agreement so that the original intent and purpose of the Agreement no longer exist,
the City may, in its sole discretion, terminate this Agreement.
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23. Non -Waiver of Breach. A waiver by either party hereto of a breach by 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.
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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.
24. Termination. Either party may terminate this Agreement, with or without
cause, by giving the other party thirty (30) days' written notice of termination.
25. Survival. Any provision of this Agreement which imposes an obligation after
_ _ - 1. the
of this termination or expiration of this Agreement shall survive the term orexpiration this
Agreement and shall be binding on the parties to this Agreement.
26. Notices. Unless stated otherwise herein, all notices and demands shall be in
writing and sent to the parties to their addresses as follows:
TO CITY: Richard A. Zais, Jr., City Manager
Yakima City Hall
129 North Second Street
Yakima, WA 98901
TO OPERATOR: Juan Carlos Olivares, Executive Director
Yakima Valley Farm Workers Clinic/NCAC
518 West First Avenue
Toppenish, WA 98948
or to such other addresses as the parties may hereafter designate in writing. Notices
and/or demands shall be sent by registered or certified mail, postage prepaid or hand
delivered. Such notices shall be deemed effective when mailed or hand delivered at the
addresses specified above.
27. Integration and Suaersession. This Agreement sets forth all of the terms,
conditions, and agreements of the parties relative to the subject matter hereof and
supersedes any and all such former agreements which are hereby declared terminated
and of no further force and effect upon the execution and delivery hereof. There are
no terms, conditions, or agreements with respect thereto except as herein provided,
and no amendment or modification of this Agreement shall be effective unless reduced
to writing and executed by the parties.
28. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington.
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29. Venue. The venue for any action to enforce or interpret this Agreement shall lie
in the Superior Court of Washington for Yakima County, Washington.
CITY OF YAKIMA YAKIMA VALLEY FARM WORKERS CLINIC
By: By:
R. A. Zais, Jr.
City Manager
Date: Date:
ATTEST:
City Clerk
City Contract No.
Resolution No.
STATE OF WASHINGTON
County of Yakima
On this day personally appeared before me ,
to me known to be the of Yakima Valley Farm
Workers Clinic, the entity that executed the foregoing instrument, and acknowledged
the said instrument to be the free and voluntary act and deed of said entity, for the
uses and purposes therein mentioned, and on oath stated that he/she was authorized
to execute the said instrument.
GIVEN UNDER my hand and official seal this day of , 2004.
Printed Name:
Notary Public in and for the State of
Washington, residing at
My commission expires
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 1
For Meeting of June 22, 2004
ITEM TITLE: Resolution Authorizing Execution of Operating Agreement for the
former Senior Citizen Center, 602 North Fourth Street, Yakima.
SUBMITTED BY: Chief Sam Granato, Police Department
CONTACT PERSON/TELEPHONE: Lt. Mike Merryman, 575-6218
SUMMARY EXPLANATION:
The Yakima Senior Center, located at 602 North Fourth Street, was vacated with the
opening of a new Senior Center in May 2004. The Yakima Valley Farm Workers Clinic, in
conjunction with the Northwest Community Action Center ("NCAC") and the Yakima Police
Athletic League ("YPAL"), is willing to manage, operate and maintain the Center as a
neighborhood facility in order to help meet the needs of youth and families in the greater
Yakima area. The Council on Economic Development Committee met with representatives
of NCAC, YPAL and the Yakima Valley Farm Workers Clinic and supports the concept of the
Center's being utilized as a facility for providing community services for youth and families.
The City Council is respectfully requested to adopt the attached resolution authorizing
execution of an operating agreement with the Yakima Valley Farm Workers Clinic for said
purposes.
Resolution X Ordinance Contract X Other (Specify)
Funding Source
-d, tieleAcii
City Manager
APPROVED FOR SUBMITTAL:
STAFF RECOMMENDATION: Adoption of resolution authorizing execution of operating
agreement with Yakima Valley Farm Workers Clinic.
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION:
Resolution adopted. RESOLUTION NO. R-2004 83