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HomeMy WebLinkAbout01/15/2008 12D Southeast Community Center Operating Agreement Amendment BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON III AGENDA STATEMENT Item No 4 12 L For Meeting of January 15, 2008 ITEM TITLE. Consideration of a Resolution authorizing an Amendment to the Southeast Community Center Operating Agreement with the City of Yakima and OIC SUBMITTED BY Chris Waarvick, Director of Public Works Denise Nichols, Parks and Recreation Manager CONTACT PERSON/TELEPHONE Denise Nichols, 575 -6020 SUMMARY EXPLANATION City Council approved a management operating agreement with OIC to oversee the operations at Southeast Community Center (Attachment "A ") The five -year agreement was signed in October 2004 The agreement allowed for a three -year management fee of $75,000 per year During the 2008 Budget process, OIC made a request to Council to extend the yearly fee for two more years Council approved that request. The attached amendment allows for the continuation of the management fee This service fee will come from Community Development Block Grant funds 410 Attachment "A" is the original 2004 OIC Agreement. Resolution X Ordinance Other (Specify) Contracts_ Mail to (name and address) Funding Source Community Development Block Grant funds APPROVED FOR SUBMITTAL. �-.D c City Manager STAFF RECOMMENDATION Staff respectfully requests the City Council to adopt the Resolution authorizing execution of an amendment to the Southeast Community Center Operating Agreement with the City of Yakima and the Opportunities Industrialization Center of Washington (OIC) BOARD /COMMISSION RECOMMENDATION COUNCIL ACTION 11/ • RESOLUTION NO. R -2008- A RESOLUTION authorizing the City Manager of the City of Yakima to execute an amendment to the Southeast Community Center Operating Agreement between the City of Yakima, Washington and Opportunities Industrialization Center of Washington (OIC). WHEREAS, the City being the owner of the Southeast Yakima Community Center desires that the Southeast Community Center be managed, operated, and maintained as a neighborhood facility m order to meet the needs and desires of the poor and disadvantaged, and, WHEREAS, the City not having the staffing levels necessary to provide specialized management services approved a management operating agreement with OIC in 2004, and, WHEREAS, the City reviewed a request from OIC of Washington to extend the management fee for two more years, with the City Council approving that request during the 2008 Budget Process, with the service fee to come from Community Development Block Grant funds, and WHEREAS, the City Council of the City of Yakima deems it to be in the best interest of the City amend the current Southeast Community Center Operating Agreement with OIC of Washington for specialized management services for the Southeast Community Center in accordance with the terms and conditions of the attached amendment now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA. The City Manager is hereby authorized and directed to execute the attached and incorporated "Amendment to the Southeast Community Center Operating Agreement" with Opportunities Industrialization Center of Washington (OIC), to provide specialized management services for the Southeast Community Center ADOPTED BY THE CITY COUNCIL this 15th day of January 2008. David Ed1er, Mayor ATTEST • City Clerk Reso SECC Huey.rtf AMENDMENT TO THE SOUTHEAST COMMUNITY CENTER OPERATING AGREEMENT WITH THE CITY OF YAKIMA, WASHINGTON This AMENDMENT to THE SOUTHEAST COMMUNITY CENTER OPERATING AGREEMENT (hereinafter "underlying Agreement ") is made and entered into on this day of 2008, between the City of Yakima, a Washington municipal corporation (hereinafter referred to as "CITY "), and the Opportunities Industrialization Center of Washington, a Washington nonprofit corporation (hereinafter referred to as "OPERATOR "). CITY and OPERATOR, for mutual consideration hereinafter set forth, agree to amend the underlying Agreement (City Contract No. 2004 -114) previously executed by the parities hereto as follows. I OBJECTIVES The specific purpose for this amendment to the underlying Agreement is to provide the OPERATOR with additional financial assistance necessary to allow the OPERATOR to continue the work of operating the Southeast Community Center on behalf of CITY for the final two (2) years of the five (5) year term of the Agreement. The initial Agreement was funded by CITY for three (3) of the five (5) years of the Agreement. II. AMENDMENT a. Paragraph 3, Service Fee, of the underlying Agreement is amended to provide for the CITY's additional payment to OPERATOR of an annual fee of Seventy Five Thousand Dollars ($75,000.00) for each of the remaining two (2) years of the underlying Agreement, for a total additional service fee not to exceed One Hundred Fifty Thousand Dollars ($150,000 00). The additional payments shall be made in quarterly amounts of Eighteen Thousand Seven Hundred Fifty Dollars ($18,750 00), payable by CITY on or about the tenth day of February, May, August and November of the years 2008 and 2009 b. No payment shall be made for any work performed by the OPERATOR in accord with this amendment, except for work identified and set forth in the terms of the underlying Agreement. III. RETAINER Retainer is waived for CITY IV STANDARD PROVISIONS The parties agree that this amendment to the underlying Agreement is subject to all of the specific terms and conditions of the underlying Agreement, City Contract No. 2004 -114, now in existence between the parties hereto, unless and solely with respect to any specific terms of this amended Agreement that conflict with the terms and conditions of the underlying Agreement, in which case the terms set forth in this amended Agreement shall control the execution of this (jc) /Amendment -OIC Operating Agreement Page 1 amended Agreement. The parties further agree that the underlying Agreement, together with the amendments to said Agreement set forth herein, is the complete expression of the terms and conditions of performance by the parties hereto. Any oral or written representations or understandings not incorporated in the underlying Agreement as amended by this Amendment thereto are specifically excluded. VI. AUTHORIZED SIGNATORS Opportunities Industrialization Center of Washington By Executive Director Date. City of Yakima By R. A. Zais,Jr., City Manager Date: • ATTEST City Clerk City Contract No. Resolution No. (jc) /Amendment -OIC Operating Agreement Page 2 Attachment "A" III BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No 10 For Meeting of: August 17, 2004 ITEM TITLE: Consideration of a Report and Proposed Legislation for continued Southeast Community Center Operations SUBMITTED BY Chris Waarvick, Director of Public Works Denise Nichols, Parks and Recreation Manager CONTACT PERSON/TELEPHONE: Denise Nichols, 575 - 6020 SUMMARY EXPLANATION At the July 6, 2004 City Council Study Session, staff reviewed three management proposals for the continued operation of the Southeast Community Center Staff recommended awarding the management of the Southeast Community Center to OIC of Washington (Exhbit A) Attached is the Southeast Community Center Operating Agreement and resolution authorizing the City Manager to 0 execute the agreement. The Agreement provides OIC of Washington the following: • Funding - -The City will continue to provide operation funds through December 2004. • Management Fee - -The City will provide up to $75,000 a year for 1 -3 years to allow OIC opportunity to seek grants, tenants, and establish self - sufficiency of the Center • Services --OIC will recruit tenants and identify service providers and partners as identified during 2003 public meetings. • Block Grant Funds --OIC is encouraged to apply for Community Development Block Grant Funds for assistance. Also submitted for Council consideration is an ordinance amending the 2004 Budget and making an appropriation in the amount of $ 50,000 for continued operations of the Southeast Community Center Resolution X Ordinance Other (Specify) Funding Source: 1 -Parks and Recreation Operating fund $50,000 $ APPROVED FOR SUBMITTAL: �`- V- City Manager STAFF RECOMMENDATION Staff respectfully requests the City Council to (1) adopt the resolution authorizing execution of the Operating Agreement with OIC of Washington for the Southeast Community Center, and (2) Read Ordinance by title only at the August 17, 2004 meeting. (3) • Pass Ordinance after second reading at the September 7, 2004 meeting. BOARD /COMMISSION RECOMMENDATION. The Parks and Recreation Commission, at their June 14, 2004 meeting, approved OIC of Washington to operate the Southeast Community Center The Southeast Community Center Advisory Committee endorses OIC of Washington to operate the Southeast Community Center COUNCIL ACTION: ® RESOLUTION NO R -2004- A RESOLUTION authorizing the City Manager of the City of Yakima to execute an Operating Agreement with OIC of Washington for operating and managing the Southeast Yakima Community Center WHEREAS, the City is the owner of the Southeast Yakima Community Center ( "Center"), and WHEREAS, the City desires that the Center be managed, operated, and maintained as a neighborhood facility in order to meet the needs and desires of the poor and disadvantaged, including but not limited to the fields of health, education, employment, welfare, and recreation, and WHEREAS, in early 2004 the City requested proposals from interested parties to provide said management, operation, and maintenance of the Center; and WHEREAS, the City received three proposals in response to said request, including a proposal from 010 of Washington, a Washington nonprofit corporation, and 0 WHEREAS, the proposals have been reviewed by City representatives and it is recommended that the Southeast Yakima Community Center Operating Agreement be awarded to 010 of Washington, and WHEREAS, the City Council deems it to be in the best interest of the City to award to OIC of Washington, and authorize execution of, the contract for management, operation and maintenance of the Southeast Yakima Community Center, 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 "Southeast Yakima Community Center Operating Agreement" with OIC of Washington for the purpose of obtaining management, operation, and maintenance services for the Southeast Yakima Community Center The final form of the Agreement shall be reviewed and approved by the City Attorney or his designee ADOPTED BY THE CITY COUNCIL this 17 day of August, 2004 Paul P George, Mayor ATTEST III City Clerk • SOUTHEAST YAKIMA COMMUNITY CENTER OPERATING AGREEMENT THIS AGREEMENT is made and entered into this / S7- day of o4e,.? 2004, by and between the City of Yakima, a Washington municipal corporation (hereinafter "City "), and Opportunities Industrialization Center of Washington, a Washington nonprofit corporation (hereinafter "Operator ") WITNES SETH. WHEREAS, the City is the owner of the Southeast Yakima Community Center (hereinafter "Center "), which is located within the City of Yakima and is legally described as follows: Parcel #1 The North 100 feet of the West 125 feet of the East 140 feet of Lot 1, CENTRAL PARK ADDITION, according to the official Plat thereof recorded in Volume "A" of Plats, page 46, records of Yakima County, Washington. The East 140 feet of Lot 1, CENTRAL PARK ADDITION to the city of North Yakima (now Yakima), according to the official plat thereof recorded in Volume "A" of Plats, page 46, records of Yakima County, Washington, (1) except the North 100 feet thereof; (2) except the East 15 feet of the North 190 feet for alley; and (3) except the East 10 feet of the South 110 feet for alley TOGETHER WITH all water and water rights appurtenant thereto SUBJECT TO right of way for irrigation ditch over the West 5 feet of the East 15 feet of the North 190 feet of Lot 1, Central Park Addition to the city of North Yakima, now Yakima, as disclosed by instruments recorded in Volume 200 of Deeds, Auditor's File No. 196692, records of Yakima County, Washington, SUBJECT TO all further assessments arising from the fact that the above described property is located within the boundaries of Irrigation District No 308, and SUBJECT TO all easements, rights of way or other servitudes appearing in the chain of title or existing over and across said premises. Parcel #5 The East half of Lot 8, Central Park Addition to the City of Yakima, now Yakima, as recorded in Volume "A" of Plats, page 46, records of Yakima County, Washington, EXCEPT the East 10 feet thereof, and EXCEPT the West 25 feet thereof for street. SUBJECT TO such future assessments as may be made from time to time by City Irrigation District No 308, the above described property being located in said District; and • WHEREAS, the parties to this Agreement desire that the Center be managed, operated, and maintained as a neighborhood facility in order to meet the needs and desires of the poor and disadvantaged, including but not limited to the specific fields of health, education, employment, welfare, and recreation, all 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 Mana ement Res onsibilities and Ex. enses of O. erator The Operator shall manage, operate, and maintain the Center consistent with City policies and with the general concepts of community action in order to meet the desires and needs of the poor and disadvantaged in this area, particularly in the fields of health, education, employment, welfare, and recreation, or in such other fields as are consistent with this Agreement and the general uses of a non -profit neighborhood facility At a minimum, the Operator shall keep the Center open to serve the public between the hours of 8 a.m. and 5 p.m., Monday through Friday of each week, provided, however, that the Center may be closed on legal holidays The Operator, at its option, may also keep the Center open to serve the public during evening hours and weekends. The Operator shall, at its sole expense and cost, promptly pay all costs of administration, operational expenses, maintenance costs, capital improvements, taxes, overhead, utilities, and other fees relating to or arising out of the use of the Center; provided, however, that the City shall be responsible and pay for the operational costs of the Center through December 31, 2004 (operational costs include but are not limited to utilities (see Section 9) and a facility supervisor). The City shall not be required to reimburse the Operator for any of the costs of operation, maintenance, or capital improvements, except as otherwise provided in this Agreement and to the extent that funds have been appropriated by the Yakima City Council and specifically approved for disbursement by the Parks and Recreation Division. 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 Except as otherwise provided in Section 3, the Operator agrees to perform the services contemplated by this Agreement in consideration of the community action benefits to be derived hereunder; the City shall have no obligation to pay the Operator for said services. 2. Program Services. In consideration of the City's paying the Operator a Service Fee, the Operator will provide programs and services centered on the needs identified in the series of public meetings held by the City in November 2003 Beginning January 2005, services will focus on health and wellness issues of low income and disadvantaged persons in the southeast area of Yakima and will range from services for middle- school -aged youth through senior citizens. A mentoring program for middle school youth will focus on high -risk youth. Specific services will include identification of high -risk youth residing in the southeast neighborhood, mentor training, creating collaborative community partners, integrating youth into community programs and services, and seeking sustainable program funding. Examples of specific programs may include literacy, eastside sports, recreation and tutoring. For 2005, the target will be six AmeriCorp volunteers mentonng 30 middle- school -aged youth. Outcomes will be identified by February 2005 and quarterly benchmarks will be developed and reported to the Parks and Recreation Division and the Office of Neighborhood Development. A second program will focus on high -risk young adults who face barriers to employment. Specific activities may include idenhficatron and elu uriahon of barriers, job trairung, job placement and assistance, and follow -up By March 2005, program benchmarks will be developed and community partners identified. Status will be reported quarterly to the Parks and Recreation Division and the Office of Neighborhood Development. Services to seruor citizens residing in the southeast neighborhood will be the focus of a third program. The Operator will seek such services for elders as health and wellness, nutrition, socialization, social service needs and volunteerism. These services will be offered through the Southeast Community Center By March 2005, the Operator will develop program goals and benchmarks, identify community partners and provide volunteer opportunities for • seruor citizens at the Center Status will be reported quarterly to the Parks and Recreation Division and the Office of Neighborhood Development. The Operator and the City will review, evaluate and negotiate program services for 2006 and 2007 Program services will be identified no later than October 30 for the following program year The City will approve program services no later than January of each year 3. Service Fee In consideration of the Operator's providing the program services described in Section 2 for the period of January 1, 2005, through December 31, 2007, but subject to the limitations described below, the City shall pay the Operator an annual service fee of Seventy -Five Thousand Dollars ($75,000 00), for a total service fee not to exceed Two Hundred and Twenty -Five Thousand Dollars ($225,000.00) Payments shall be made in quarterly amounts of Eighteen Thousand Seven Hundred and Fifty Dollars ($18,750 00) that shall be paid by the City on or about the tenth day of February, May, August and November of 2005, 2006, and 2007 It is anticipated that said service fees to be paid to the Operator shall come from Community Development Block Grant ( "CDBG ") funds. Accordingly, the Operator understands and agrees that the availability and payment of the above - described service fees is expressly subject to the annual review and approval by City Council of the expenditure of CDBG funds for this purpose. Further, payment of any portion of the service fee is expressly conditioned upon the services provided being satisfactory to the City, upon the availability of funds, and upon the program services qualifying under all applicable HUD / CDBG eligibility • payment criteria, guidelines and regulations. Throughout the term of this Agreement, the Operator shall diligently seek and obtain other funding from other sources (i.e., tenant rent, federal and state grants) to operate, manage and maintain the Center It is expressly understood and agreed by the parties that the City is not and shall not be obligated to pay any additional service fee to the Operator for services provided in operating and managing the Center after December 31, 2007 4. Term of Agreement. Unless terminated in accordance with Section 25, the term of this Agreement shall be for a period of five (5) years, commencing September 1, 2004, and terminating at midnight, September 1, 2009; provided, however, that the Operator may, at its option, extend this Agreement for two additional five -year periods by giving the City written notice of term extension no later than ninety (90) days prior to the end of the initial five -year period in order to extend the term of this Agreement for the first five -year option period, and no later than runty (90) days prior to the end of the first five -year option period in order to extend the term of this Agreement for the second five -year option period. In the event the Operator exercises its option to extend this Agreement for one additional five -year period, then this Agreement shall terminate at midrught, September 1, 2014. In the event the Operator exercises its option to extend this Agreement for two additional five -year periods, then this Agreement shall terminate at midnight, September 1, 2019 In the event the Operator is deemed by the City to be performing its responsibilities hereunder in a satisfactory manner, then consideration will be given by the City to a further extension of the term of this Agreement. 5 Incorporation of Operator's Proposal. Except to the extent that it conflicts or is inconsistent with this Agreement, the Contractor's Proposal, dated May 10, 2004, including all of Contractor's representations, conditions and obligations, submitted to the City on May 13, 4110 2004, in order to obtain award of this Agreement, is incorporated herein by this reference. Any inconsistencies or conflicts between the Contractor's Proposal and this Agreement shall be resolved in favor of the Agreement terms, conditions, obligations and language. A copy of said Proposal is attached hereto as Exhibit "A" (hereafter "Proposal ") • 6. Maintenance. The Operator shall, at its sole expense and cost, keep and generally maintain the Center building and property in an attractive, clean, sanitary, and usable condition at all times Such maintenance shall include but not be limited to routine and minor repair and replacement of Center premises, property, fixtures (including but not limited to plumbing, electrical, lighting fixtures, and damages resulting from vandalism or accident), janitorial / cleaning services, and sidewalk snow removal. Except as otherwise provided herein, the City shall be responsible for, or reasonably maintain, at its expense, all exterior building and grounds, including parking lot pole lights, regular mowing and care of park grounds, regular landscaping maintenance, parking lot surface and striping, parking lot snow removal, exterior painting, building roof, and heating and air - conditioning system. 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 and specifically approved for disbursement by the Parks and Recreation Division. 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 7 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 pnor 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. 8. Recruitment of Tenants /Licensees, Leases /License Agreements, and Lease /License Revenues. a. Recruitment of Tenants /Licensees The Operator is responsible for the recruitment of Center tenants, licensees, service providers and partners. b Leases /License Agreements All 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 lus authorized designee, which consent shall not be unreasonably withheld. Short -term license agreements and leases (having a duration of less 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 agreements and license agreements for space at the Center Each lease or license agreement shall include but not be limited to the following information. description of the services, the name and contact information. 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. c. 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 funds received from all sources, funds deposited with all financial institutions, funds disbursed, and all operating account balances. 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 All of the Operator's financial information shall be compiled and maintained in accordance with generally accepted accounting principles. • 9 Utilities a. Through December 31, 2004, the City shall pay all charges for water, heat, lights, power, sewer, refuse, irrigation, phone 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 b Effective January 1, 2005, 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 hen or shutoff of service from occurring Any deposits or other charges required by any entity furnishing such utilities shall be paid by the Operator 10. 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. 11. 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 12. Maintenance of Records, Annual Report and Inspections. a. The Operator shall maintain accounts and records, including personnel, property, financial, and program records, and such other records as the City may deem necessary to ensure proper accounting for all 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. 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 related to the Center The annual report shall include a written financial operating statement prepared by the Operator in accordance with generally accepted accounting principles. III 13 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. 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 Chief Code Inspector, the Fire Chief or the Police Chief 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 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 Advisory Board. Within sixty (60) days after execution of this Agreement by both parties, there shall be established by the City a Southeast Yakima Community Center Advisory Committee consisting of seven (7) persons appointed to serve on this Committee by the Yakima City Council as set forth in Ordinance No. 2004 -22, a copy of which is attached hereto as Exhibit "B" and incorporated herein by this reference. The City Council and the Operator shall consider all recommendations of the Advisory Committee but are not bound thereby 16. Security a. The Operator shall, at its sole expense and cost, provide security for the Center building and property to the satisfaction of tie City, which security shall, at a minimum, include an automatic intruder detection system, secure door and window locks, and regular security checks. b The Operator shall provide or by written agreement require subtenants to provide adequate security at all events held at the Center Such security shall include a minimum of one (1) uniformed security guard, licensed in accordance with RCW 18170, as now or hereafter amended, for each fifty (50) persons in attendance. Security measures shall include monitoring of Center entrances, premises and parking lots to prevent criminal activity and to ensure that persons who possess dangerous items, who are displaying disruptive behavior and / or who are obviously under the influence of alcohol or drugs do not enter or remain in the Center building and surrounding property as legally described in this Agreement. c. For all special events with an anticipated attendance of one hundred (100) or more persons, the Operator shall provide the City Police Chief with a copy of the applicable lease or license agreement no later than ten (10) days prior to the event. 17 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 "C" and incorporated herein by this reference. 18. 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 trairung, and the • provision of services under this Agreement. This non - discrimination provision shall include but not be limited to the following: The benefits or services provided by the Operator at the Center, • • The rules, regulations, and /or practices established by the Operator for use of the Center; • All lease and license agreements entered into by the Operator with respect to space in the Center; and • 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 into such lease or license agreement provisions which will ensure that the use or occupancy, 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, evidence, documents and reports required by the City to substantiate compliance with this non - discrimination clause. 19 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. 20. 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 their 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 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 m effect. Coverage shall include: (i) coverage for all liability of the City and its officers, agents and employees arising out of the use and /or occupation of the Center; (ii) a Washington Stop Gap endorsement; (ni) and also Tenants' Legal Liability coverage at a $100,000 limit covering damage to the Center Said policy shall be in effect for the duration of this Agreement. The policy shall name the City, its officers, 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 nonce. The insurance shall be on an occurrence form with an insurance company rated A -DC 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. Automobile Liability Insurance. The Operator will also furnish the City with an Acord certificate as evidence of automobile liability coverage in the amount of $1,000,000 per occurrence combined bodily injury and property damage limits. The policy will cover all owned, non - owned, and hired vehicles. 1111) d. Tenants Must Carry Liability Insurance 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 that the City does not maintain any form of insurance for the Operator, its officers, employees, volunteers and/ or agents. 21. Indemnity a. The Operator agrees to protect, defend, indemnify, and hold harmless the City, its officers, elected officials, agents, and employees from any and all claims, demands, losses, hens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) arising out of or in connection with the operation and use of the Center b Nothing contained in this section or this Agreement shall be construed to create a liability or a right of indemnification in any third party c. This section of the Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 22. 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 the Operator stated herein. 23. 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 exists, the City may, in its sole discretion, terminate this Agreement. 24. 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. 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 nght 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. 25 Termination. Either party may terminate this Agreement, with or without cause, by giving the other party thirty (30) days' written notice of termination. 26. Survival. Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 27 Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent to the parties to their addresses as follows: • TO THE CITY Richard A. Zais, Jr., City Manager Yakima City Hall 129 North Second Street Yakima, WA 98901 TO THE OPERATOR. Henry Beauchamp OIC of Washington 815 Fruitvale Boulevard Yakima, WA 98902 or to such other addresses as the parties may hereafter designate m 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. 28. Integration and Supersession. 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 dedared 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. 29 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. ® ret this Agreement Venue. The venue for any action to enforce or interp s greem ent shall he in the Superior Court of Washington for Yakima County, Washington. CITY OF YAKIMA O.I.C. OF WASHINGTON Fi e By' ► ..a. �� R. A. Zais, Jr enry Bea .. amp City Manager Executive P ector Date: 9 Date: tit. 1* ATTEST AKltifa )�y n ✓ ) r R4 4,r/N& ity Clerk t' E f P City Contract No o 0 /»/ Resolution No )() -ADO "5 1(42 NC • n Exhibit "A" b OF WA'S'HLNGTmN' H enry I3eauchurnh Executive Director May 10, 2004 c24 City of Yakima H 129 North Second Street Z Yakima, WA 98901 W • r SUBJECT. RESPONSE TO RFP NO 10401 SOUTHEAST YAKIMA Z COMMUNITY CENTER H , 1--t Enclosed please find OIC of Washington's (formerly Yakima Valley OIC) response to your request for proposals to operate and manage the Southeast Yakima Community H Center, a responsibility we feel well qualified to carry out. • H 0 OIC of Washington, a Washington State 501 (c) (3) Nonprofit Corporation, with an G annual budget of over $11 million has a strong interest in the rejuvenation and sustaining of the Southeast Center This Center has a long and illustrious standing in ® H the Southeast Area and is known as an institution that serves the total CID community from birth to death. Not only does it have a long standing reputation for providing myriad services, it has deep meaning for many of the residents of the community, especially the elderly African American population who remember • when it was first established over 43 years ago OIC wishes to maintain that reputation and respect that meaning by attempting to bnng PROGRAMS it back to the vibrancy it once enjoyed The fact that two of the principals of this Education • proposal Mr Henry Beauchamp and Ms Ester B Huey, have previous very Job Training • successful involvement with managing the Center will be a great plus, they know the Housing • Center, they are familiar with the needs of the community and enjoy the good will of a " " " " " "' majority of residents in the community Combined with the strength of Mr Steve Services Mitchell who has an excellent background in education for children and youth, we LOCATIONS believe we can restore the Center to its previous standing. It is our belief that the 1'i►:iin;� ° combined managerial strength and passion of Mr Beauchamp, Ms Huey and Mr Wenatchee ■ Mitchell, and the goodwill of the Yakima Community, we can accomplish the Center's t'" original mission of providing relevant and important services to all residents of Sonnysicic • Southeast Yakima to enable them to become and remain self sufficient, contributing h'tt Vernon ■ mom:, I.attc • citizens to the well -being of our total community LC cntiho r t; ■ Cie Emil • If OIC is awarded the Management Contract, we will immediately begin to seek out adequate funding for a very qualified Program Manager/Developer who will be responsible for the day -to -day operation of the Center In the meantime, the Core 11111 Page 2 Response to RH' NO 10401 Southeast Yakima Community Center Management Team made up of Mr Beauchamp, Ms Huey and Mr Mitchell will assume that responsibility We intend to be very careful in selecting leadership and staffing for the Center as we realize that it is imperative that successor "grooming" take place so that the Center will not suffer from the type of failures it has experienced in the past. The content of this proposal addresses the immediate need to begin operation and provision of services Those are identified as short-term goals. One of our long -term visions if we are awarded the contract is to explore the possibility of developing a Yakima Youth Employment, Education and Service Center as part of the Center's services If awarded the contract, we will start discussions with other youth service leaders to explore this possibility We have a successful model to follow the former Gang Prevention - Intervention Program that brought all youth service providers together to provide a collaborative program to reduce negative factors in the community We ® will study that model carefully and explore the potential to expand it to all services for youth operated from a central location. As with all OIC services, services from the Southeast Yakima Community Center will be provided without regard to race, creed, color, national origin, economic status, sexual orientation, etc. No resident of Southeast Yakima will experience disparate treatment at the Center We are appreciative of the opportunity to further serve our community through the operation of the Southeast Yakima Community Center and are confident OIC can accomplish the conditions of the Owner in providing services to that community Therefore, your careful consideration of this proposal is greatly appreciated. Si cerely, 0 Henry Beau �+ r / � O � P Executive 1 • ctor /CEO r