02/19/2019 06Q MOU with Yakima Valley Senior Citizens, Inc. for Support and Use of the Harman Center to\'4\lyy tbxk ik 1
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEM ENT
Item No. 6.Q.
For Meeting of: February 19, 2019
ITEM TITLE: Resolution authorizing a Memorandum of Understanding with
Yakima Valley Senior Citizens, Incorporated for support and use of
the Harman Center
SUBMITTED BY: Scott Schafer, Director of Public Works
Ken Wilkinson, Parks and Recreation Manager 509 576 6416
SUMMARY EXPLANATION:
The City of Yakima (City) Parks and Recreation Division has had a long standing relationship with
Yakima Valley Senior Citizens, Incorporated, or Seniors, Inc., a Washington non-profit
corporation, for assistance with fund raising efforts for the Harman Center. Seniors, Inc. regularly
hosts fund raising events, like the Annual Potato Feed, and ongoing fund raising activities, like the
Harman Center coffee bar. The funds raised by Seniors, Inc. are utilized for improvements to the
Harman Center. In turn, the City provides Senior, Inc. office, board meeting and activity space at
no cost.
The enclosed Memorandum of Understanding (MOU) continues the current long-standing and
beneficial working relationship; formalizing the positive collaborative efforts between the City and
Seniors, Inc.
ITEM BUDGETED: NA
STRATEGIC PRIORITY: Partnership Development
APPROVED FOR
SUBMITTAL: /11! City Manager
STAFF RECOMMENDATION:
Adopt Resolution.
BOARD/COMMITTEE RECOMMENDATION:
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ATTACHMENTS:
Description Upload Date Type
D Resolution 21512019 Resolution
0 MOU 1/29/2019 CodsAct
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RESOLUTION NO. R-2019-
A RESOLUTION authorizing an agreement with the Yakima Valley Senior Citizens
Incorporated (Seniors, Inc.) for support and use of the Harman Center.
WHEREAS, the City is a municipal corporation duly formed and existing under the laws of
the State of Washington with City Hall located at 129 North Second Street, Yakima, Washington
98901; and
WHEREAS, the Yakima Valley Senior Citizens Incorporated is duly formed and existing as
a public benefit corporation under the laws of the State of Washington; and
WHEREAS, the City, through its Parks and Recreation Division, owns, operates and
maintains the Harman Center within the City with the common street address known as 101 N.
65th Avenue, Yakima, Washington; and
WHEREAS, the Yakima Valley Senior Citizens Incorporated has agreed to continue to
help support the Harman Center in furthering services to seniors and maintaining the building and
the City has agreed to continue providing office, board meeting and activity space to Seniors,
Inc. pursuant to the terms of the agreement; and
WHEREAS, the City and Yakima Valley Senior Citizens Incorporated have agreed to
formalize collaboration efforts that are beneficial to both organizations and seniors in the City of
Yakima; and
WHEREAS, the City Council has determined that it is in the best interest of the residents
of the City of Yakima to execute the attached agreement and continue the partnership with the
Yakima Valley Senior Citizens, Incorporated at the Harman Center, now therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to execute the attached and incorporated
Memorandum of Understanding with the Yakima Valley Senior Citizens, Incorporated for
support and use of the Harman Center.
ADOPTED BY THE CITY COUNCIL this 19th day of February, 2019
Kathy Coffey, Mayor
ATTEST:
Sonya Clear Tee, City Clerk
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MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF YAKIMA
AND
YAKIMA VALLEY SENIOR CITIZENS, INCORPORATED (SENIORS, INC.)
THIS MEMORANDUM OF UNDERSTANDING is agreed to by both the City of Yakima, a
Washington municipal corporation, herein referred to as "City" and the Yakima Valley Senior
Citizens, Incorporated, a Washington non-profit corporation, herein referred to as "Seniors, Inc."
NOW, THEREFORE, in consideration of the mutual covenants, promises, and
Memorandums set forth herein, it is agreed by and between the City and Seniors, Inc. as follows:
1. Services. Seniors, Inc. will continue to conduct fundraisers throughout the year to raise
funds to support the Harman Center in furthering services to seniors, pursuant to Seniors, Inc.'s
Articles of Incorporation. The City agrees to coordinate with Seniors, Inc. regarding meetings,
fundraisers, and services outlined in the scope of work, attached. Seniors, Inc. has an office
provided to the organization at the Harman Center in a location to be determined by the City and
which may periodically be moved pursuant to the needs of programs at the Harman Center.
Meetings, events and space use is allowed as follows:
a. Board/General Meetings. All Board/General Meetings will be conducted at the
Harman Center. The General Meeting is coordinated and scheduled with Harman Center Staff to
ensure classroom space is available. General Meetings are conducted on the 2nd Thursday of
each month, unless otherwise addressed due to facility closures. Board Meetings are conducted
the Monday prior to the 2nd Thursday General Meeting.
b. Office/Coffee Bar Space & Use. An Office and Coffee Bar space is provided for
Seniors, Inc. at the Harman Center. Use of space, computers, copiers, office supplies, and utilities
is provided by the City as long as Seniors, Inc. uses funds to support the Harman Center in
furthering services to seniors and maintaining Harman Center building, as outlined in Section 2
below.
c. Fundraising Events. If Seniors, Inc. chooses to conduct a fundraiser for the benefit
of the Harman Center and where all funds from the fundraiser shall be used at the Harman Center
for capital improvement projects or other projects agreed to by the City, Seniors, Inc. may use
space within the Harman Center at no cost, pursuant to the consideration below. Such fundraisers
shall be coordinated with the City to ensure there is adequate space and that it does not conflict
with other programming, and will follow all Harman Center policies.
2. Consideration. In consideration of Seniors, Inc.'s provision of volunteers at the Harman
Center and donations for facility improvements, as well as Seniors, Inc.'s compliance with this
Memorandum of Understanding, the City will provide office, board meeting and fundraiser space
(as outlined above) at no cost to Seniors, Inc. Further, the consideration includes the volunteer
hours spent by members of Seniors, Inc. at the Harman Center, which makes the Harman Center
an inviting place for seniors to visit and experience. Seniors, Inc., in consideration of this
Memorandum, also agrees that each year a meeting will be held with the City to coordinate and
discuss needed and desired capital improvement projects at the Harman Center for which
Seniors, Inc. can pay from the monies donated and raised by Seniors, Inc. It is anticipated by the
parties that yearly expenditures for facility improvements will be agreed upon by the parties to
continue to provide an inviting facility to seniors in Yakima.
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3. Reporting. Seniors, Inc. shall provide a written report, if requested, to the City
summarizing the programming provided, the number of participants served in its programs, the
number of persons attending its fundraising activities held at the Harman Center, the outcomes
of programming, including funds raised at fundraising events, and a summary of how the scope
of work was fulfilled. Seniors, Inc. should continue their longstanding practice of taking detailed
notes and minutes at their monthly Board and General Meetings.
4. Term. The term of this Memorandum shall commence on the day on which it is signed
and shall terminate on December 31, 2019, unless sooner terminated in accordance with this
Memorandum. The Memorandum shall automatically renew yearly unless otherwise terminated.
5. Independent Contractor Status of Seniors, Inc. Seniors, Inc. and the City understand and
expressly agree that Seniors, Inc. and its agents, directors, officers, members and volunteers are
independent contractors in the performance of each and every part of this Memorandum. No
officer,volunteer, and/or agent of Seniors, Inc. shall act on behalf of or represent himself or herself
as an agent or representative of the City. Seniors, Inc., as an independent contractor, assumes
the entire responsibility for carrying out and accomplishing the services required under this
Memorandum. Seniors, Inc., its agents, directors, officers, members and volunteers, expressly
represent warrant and agree that their status as an independent contractor in the performance of
the work and services required under this Memorandum is consistent with and meets the six-part
independent contractor test set forth in RCW 51.08.195. Seniors, Inc. and its officers, volunteers,
members, agents and/or subcontractors shall make no claim of City employment nor shall claim
against the City any related employment benefits, social security, or retirement benefits. Nothing
contained herein shall be interpreted as creating a relationship of servant, employee, partnership
or agency between Seniors, Inc. and the City.
6. Seniors, Inc. Fundraisers & Trips. All fundraisers for monies to be used other than for the
benefit of the Harman Center, and all trips off premises (located at places other than the Harman
Center even if the Harman Center is used as a meeting place or parking place)offered by Seniors,
Inc. conducted throughout the year are separate and independent of use of the Harman Center,
and are not supported or sponsored by the City of Yakima. This includes, but is not limited to,
trips to casinos, trips to baseball games or any other event that is not coordinated through the
City of Yakima, and fundraisers to raise money for any other reason other than money going
directly to the Harman Center and the City of Yakima. If use of the Harman Center is necessary
for other fundraisers and trips, such as the examples above, such use will be coordinated and
scheduled with Harman Center staff to ensure that space and staffing needed is available, and
all Harman Center policies will be followed. All City sponsored Harman Center Programs/Trips &
Tours take priority over any Seniors, Inc. programs or trips when scheduling room availability if
there is a conflict. Efforts will be made to accommodate all programming, however, Seniors, Inc.
acknowledges that the City may not be able to accommodate every event or activity at the Harman
Center.
7. Inspection of Financial Records. Seniors, Inc. will maintain records and documents
necessary to assure the proper accounting of all funds paid to Seniors, Inc. In the event Seniors,
Inc. receives funding of any kind from the City, or raises money on behalf of the Harman Center,
the City, or any of its duly authorized representatives, will have a right to access such records and
documents for the purpose of making an inspection, an audit and/or copies. In the event that any
such inspection or audit identifies any discrepancy in the accounting of funds paid to Seniors, Inc.
by the City, Seniors, Inc. shall provide the City with appropriate written clarification within thirty
(30) calendar days of notification from the City of the discrepancy.
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8. Taxes and Assessments. Seniors, Inc. shall be ao|a|y responsible for paying all related �
toxem, deductione, and mnsRsenlgnts, including but not limited to,federal income tax, assessments �
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for industrial injury, and other deductions from income which may be required by law or assessed �
against either party as a rgau|1 of this Memorandum. In the event the City is assessed a tax or
assessment as o naau|t of this Memorandum, Seniors, Inc. Sh8|| pay the same before it becomes
due. �
9. Nondiscrimination Provision. During the performance of this Memorandum, Seniors, Inc.
shall not discriminate in violation of any applicable federal, state and/or local law or regulation, Un
the basis of race, oo|or, a8x, religion, national Origin, cneed, rn@ritm| at@tuG, political af7i|iation, the
presence of any sensory, mental or physical handicap, or any Other basis that would violate state
Or f8don@| law. This provision shall include but not be |inli0ad to the following: provision of
8en/ic8a, up0nading, dennotion, transfer, recruitment, Gdvmrtising, selection for training, and the ~
provision of services under this Memorandum.
\ 10. 'The Americans with Disabilities Act. Seniors, Inc. agrees to comply with the Americans
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' with C>iS@bi|ib88 Act of 1990. 42 U.S.C. Section 12101 ed.aeq.. as amended, and its implementing
regulations, and Washington Stab3'8 anb-di8Chnlination |mvv as contained in RCVV Chapter4S.60
and its implementing regulations. The ADA provides comprehensive civil rights to individuals with
disabilities in the area of emp|mynnent, public acCommodabono, state and local government
services, and telecommunications.
11. Compliance» with L-"�. Seniors, Inc. agrees to perform the services required by this
Memorandum in full compliance with any and all applicable |ovvS. rules and regulations adopted
or promulgated by any governmental agency or regulatory body, whether federal, atabm. local or
otherwise. �
12. Records Retention and Disclosure.
a. The City is required by law tm comply with the Washington State Public Records
Act /PR\\. Chapter 42.56 RCVV. All neomnde relating to Seniors, |nc.'8 88n/img8 under this
Memorandum of Understanding and/or on behalf ofmr in partnership with the City must be made
available to the City, and also produced to third porties, if required, pursuant tOthe PRAOrby law.
All determinations of records subject to release under the PRA, or otherwise required by law, shall
be at the em|e discretion of the City. This Memorandum of Understanding and all public
documents associated with this Memorandum ohm|| be available to the City for inspection and
copying by the public where required by the PRAorother |8vv, to the extent that public records in
the custody of Seniors, Inc. are needed for the City to respond to a request under the PRA, as
determined by the City. If Seniors, Inc. considers any portion of any n9COnd8 provided to the City
under this Memorandum, whether in electronic or hard copy form, to be protected from disclosure
under |avv. Seniors, Inc. shall clearly identify any specific information that it C|8inns to be
confidential or proprietary. If the City receives o request under the PRA to inspect Or copy the
information so identified, and determines that the release of the information is required or
otherwise appropriate, the City's sole obligation shall be to notify Seniors, Inc. of the request and
the date such information will be released to the n8questor unless Seniors, Inc. obtains 8 court
order tmenjoin the nm|eaee. pursuant to RCVV42.5G.45O. If Seniors, Inc. fails to timely obtain a
Court order enjoining disclosure, the City will release the requested information on the date
specified. The City has, and by this section 88Gurnee, no obligation on behalf of Seniors, Inc. to `
claim any exemption for disclosure under the PRA. The City shall not be liable to Seniors, Inc.
for releasing records not clearly identified by Seniors, Inc. as confidential or proprietary. The City
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ohmU not be liable to Genkon*. Inc. for any records that the City na|gaag8 in compliance with the
PRA, this section, or in compliance with an order of a court of competent jurisdiction.
b. The records relating to the actions taken and work done pursuant to this Memorandum
sho||, at all Umnea, be subject to inspection by the City. Senior |nc.'e nmomrde relating to this
Memorandum will b8 provided to the City upon the City'erequest.
C. Seniors, Inc. mh@|| promptly furnish the City with such information and records which are �
related to this Memorandum ao may be requested by the City. Until the expiration of six/6\ years
after completion ofthe terms and conditions[f this Memorandum, or for a longer period ifrequired
by |avv or by the Washington State Secretary ofState'a record retention schedule, Seniors, Inc.
shall retain and provide the City access to (and the City shall have the rightƒo examine, audit and
copy) all of Seniors, |nc.'o books, docunnen1e, papers and naoonj8 which are related to this
Memorandum.
d. All City information which, under the laws ofthe State ofWashington, im classified mnpublic ~
or private, will be treated as such by Seniors, Inc. Where there is a question ao1Owhether
information is public orprivate, the City shall make the final determination. Seniors, Inc. shall not
use any information, oyatema. Or records made available to it for any purpose other than to fulfill
the Memorandum duties specified herein. Seniors, Inc. agrees to be bound by the same
standards of confidentiality that apply to the employees of the City and the State of Washington.
The terms of this section shall be included in any subcontracts executed by Seniors, Inc. for work
associated with this Memorandum.
13. No Conflict ofInterest. Seniors, Inc. covenants that neither it nor its officers have any
interest and shall not hereafter acquire any intem*m1, direct or indirect, which would conflict in any
manner or degree with the performance of this Memorandum. Seniors, Inc. further covenants
that it will not recruit anyone or any entity having such oconflict of interest during the performance �
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14. City Does Not Provide Insurance. |tia understood that the City does not maintain liability
insurance for Seniors, Inc. and/or its offiO8m, mgento, vO|un1eane or subcontractors,
15. Insurance Required.
@. Liability Insurance. Before this Memorandum is fully executed by the parties,
Seniors, Inc. shall provide the City with a Certificate of Insurance as proof mfliability insurance
providing coverage for bodily injury and property damage with limits not less than One Million
[)m||ars per occurrence, and Two Million Dollars in the aggregate. Coverage shall also beprovided
for Non-Owned and Hired Automobile Liabi|ity, with a limit no less than One Million C>o||@na. The
above coverage limits may be satisfied by the procurement of an U0bn8||a or Excess policy if
necessary. The certificate shall clearly state who the provider is, the amount of coverage, the
policy number, and when the policy and provisions provided are ineffect. Said policy shall bein
effect for the duration of this K8ennon3ndunn. The policy shall name the City, its elected and
appointed oMicia|8, of7iCer8, emnp|oyeeG, agents and volunteers amadditional in8un3dn, and shall
contain o clause that the insurer will not cancel or change the insurance without giving the City
thirty /30\ days prior written notice. The Certificate Of Insurance mho|| be provided to the City
annually with each new insurance policy period. The insurance shall be with an insurance
company or companies rated A-0| Or higher in B88t'S Guide and admitted in the State of
Washington.
b. Directors and Officers Insurance. Before this Memorandum is fully executed by
the parties, Seniors, Inc. shall provide the City with a Certificate of Insurance as proof of directors
and officers liability coverage with total minimum liability limits of One Million Dollars ($1,000,000)
per claim combined single |irni1 bodily injury and property damage, and One Million Dollars
($1.000.000) aggregate. The certificate shall clearly state who the provider is, the amount of
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coverage, the policy number, and when the policy and provisions are in effect. Said policy shall
bein effect for the duration of this Memorandum. The policy shall name the City, �s | and
officials,
appm|n�gdofficials, officers, agento, volunteers and employees as additional in' . redo, and shall �
contain a clause that the insurer will not cancel or change the insurance without giving the City
thirty /30\ days prior written notice. The insurance shall be with an insurance company or
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companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. If the
policy is written on a claims made basis, the coverage will continue in force for an additional two �
years after the completion of this Memorandum.
C. Genimn5. Inc. Oh@|| require that all subcontractors it enters into Memorandums with
8h@|| maintain and provide proof ofinsurance in accordance with this s8otimn, including but not
limited to the same level of coverage and naming the City, its elected and appointed offioia|8.
OffioenS, employees, agents and volunteers aOadditional insureds. The insurance shall be with
an insurance company orcompanies rated A-V|| Or higher in Beat'8 Guide and admitted in the
State of Washington, or8n approved surplus lines company.
d. Survival. The provisions of this section shall survive the expiration ortermination
of this Memorandum with respect to any event occurring prior to such expiration ortermination.
16. Indemnification ' Hold Harmless.
o. The City shall proƒe[t, d8fend, exonenehR, and indemnify and hold haDn|e8o
Seniors, Inc., its dinoctmn8, officers, members, vm|un1e8na and employees from and against any
and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits and other proceedings,
causes of action, and all judgments, awards, damages, costs and expenses of any kind or nature
whatsoever, including, but not limited to, attorneys'fees, disbursements and court costs, resulting
from death, personal harm Or bodily injury toonypemonOrda0age or destruction tO Seniors, Inc.
mr any third party or third parties b} the extent caused by any intentional and/or negligent act
and/or omission for the City. its elected and appointed offiCim|a. ogontm. officers, and employees
and/or subcontractors, arising out mf this Memorandum. �
b. Seniors, Inc. shall pnmtect, defeOd, exOnenm&a, and indemnify and hold harmless
the City, its elected and appointed officials, oQ�n[o. � mar�. volunteers andemployees from and
| against any and all c|ainn8. demands, |oomem. |i8nm. |iabi|ide8, penalties, fines, lawsuits and other
proceedings, causes of action, and all judgments, awards, damages, costs and expenses of any
kind Or nature whatsoever, inc|uding, but not limited to, attorneys' fees, disbursements and court
costs, arising out of, relating to, or connected with the activities and scope of work of Seniors, Inc.
related to this Memorandum.
C. Seniors, Inc. shall pn}be[t, defgnd, exonerate, and indemnify and hold harmless
the City, its elected and appointed officials, @gents, officers, volunteers and employees
np|Dyeem from and
against any and all claims, demands, losses, liens, |iabi|ibem, penalties, fines, lawsuits and other
proceedings, causes of action, and all judgments, awards, damages, costs and expenses of any
kind or nature whatsoever, including, but not limited to, aftorneys' fees, disbursements and court
costs, resulting from death, personal harm or bodily injury toGnyp8noVnordamgg8orde8truCtiOn
to the City or third party or third parties to the extant caused by any intentional and/or negligent
act and/or omission of Seniors, Inc., its directors, officero. Onenmb8ra. employees, agents,
volunteers and/or subcontractors, arising out of this Memorandum.
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� This MernOnandurn, or any inb3ngmt thenein, or c|oinn hen8in, shall not be
assigned or transferred, in whole or in part, by Seniors, Inc. to any other person mr entity without
the prior written consent ofthe City, which may be withheld for any reason. |n the event that such
prior written consent to an assignment is granted, then the assignee mho|| assume all duUeG,
obligations, and liabilities of Seniors, Inc. stated herein.
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18. Termination. Either party may terminate this K8enmmnandunu, with or without cause, by �
giving the other party forty-five (45) days written notice of termination unless otherwise agreed to �
by the parties. All personal property ofSeniors, Inc. shall be removed from the Harman Center
on or before the termination date. Any personal property not removed before the termination date
shall be considered abandoned and will become the property of the City to do with as it wishes.
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ru|ee, regulations and statutespertaining to @ drug free vvod«p|oC8. S8n|mra. Inc. shall nnoh8 @
good faith effort to ensure that all memb80, employees, directors, agents and volunteers of
8eni0nS. Inc. do not purchase, 1ranofmr, use or possess either legal or illegal drugs oralcohol or
abuse prescription drugs in any way while working on state, county, Or municipal property. Events
or activities that have been permitted to have alcohol by both the City and the Washington State
Liquor and Cannabis Board may allow alcohol during the specific time period of the event, subject �
to the evont'8 permit.
20. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and
sent or hand delivered to the parties ot their addresses aSfollows:
' TO CITY: Recreation Program Supervisor
City of Yakima - Harman Center at Gai||eon Park
( 101NG5mAve
` Yakima, WA. 980OG
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TO SEN|C)RS.|NC: President, K8y|eo Franklin
Yakima Valley Senior Citizens, Inc
101 NG5mAve
Yakima, VVA988O8 �
Or to such other addna88gn as the parties may hereafter designate in writing. Notices and/or
demands shall be sent by certified mail, postage prepaid, or hand delivered B'/nhncdiueoshall
be deemed effective when mailed Dr hand delivered Gt the addresses listed above.
21. Survival. Any provisions of this Memorandum which impose an obligation after termination
or expiration mf this Memorandum shall survive the term Orexpiration of this Memorandum and
shall be binding Onthe parties to this Memorandum after termination qrexpiration.
22. Severability. |f any portion of this Memorandum is changed per mutual Memorandum, or
any portion is held invalid, the remainder of the Memorandum shall remain in full force and effect.
23. The waiver bySeniors, Inc. or the City of the breach mf any provisions ofthis
Memorandum bythe
other party shall not operate tobe construed asG waiver of any subsequent
breach by either party Or prevent either party thereafter from enforcing such provisions.
24. Third Parties. City and Seniors, Inc. are the only parties tm this Memorandum and the only
parties entitled to enforce its b8rnno. Nothing in this Memorandum givee, is intended to give, or
Ghe|| be construed to give or pnoxide, any right or b8nefit, whether directly or indirectly Or
othenmiee, to third parties.
25. Integration and --Supersession. This Memorandum sets forth all the terms, conditions and
Memorandums of the parties relative to the subject matter herein and supersedes any and all
such former YWamonandumoa. Ona| or written, which are hereby declared terminated and of no
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further force and effect upon the execution of this Memorandum. There are no terms, conditions
or Memorandums with respect to this Memorandum or the scope of work, except as herein
provided.
26. Amendment. This Memorandum shall not be amended or modified unless reduced to
writing and signed and executed by both parties.
27. Governing Law and Venue. This Memorandum shall be governed and construed in
accordance with the laws of the State of Washington. Venue for any action to enforce this
Memorandum shall be in Yakima County Superior Court.
28. Authority. The person executing this Memorandum on behalf of Seniors, Inc. represents
and warrants that he or she has been fully authorized by Seniors, Inc. to execute this
Memorandum on its behalf and to legally bind Seniors, Inc. to all the terms, performances and
provisions of this Memorandum.
CITY OF YAKIMA YAKIMA VALLEY SENIOR ITIZENS, INC
By By:
Cliff Moore, City Manager My s Fr-nk in, President
Date: Date: v7)/
ATTEST:
Sonya Clara-Tee, City Clerk
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