HomeMy WebLinkAbout02/19/2019 11 Henry Beauchamp Community Center Operations and Maintenance Agreement with OIC to\'4\lyy tbxk ik 1
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEM ENT
Item No. 11.
For Meeting of: February 19, 2019
ITEM TITLE: Resolution authorizing an agreement with Opportunities
Industrialization Center of Washington (01 C)for the operation and
maintenance of the Henry Beauchamp Community Center
SUBMITTED BY: Sara Watkins, Senior Assistant City Attorney
Joan Davenport, Community Development Director
Archie Matthews, Neighborhood Development Services Manager
SUMMARY EXPLANATION:
This agreement sets forth the terms and conditions for maintenance and operation of the Henry
Beauchamp Community Center(HBCC). It is a five-year term agreement with two 5-year
extensions allowed. This contract replaces the current site use agreement.
ITEM BUDGETED: Yes
STRATEGIC PRIORITY: Neighborhood and Community Building
APPROVED FOR
SUBMITTAL: If
City Manager
STAFF RECOMMENDATION:
Adopt Resolution
BOARD/COMMITTEE RECOMMENDATION:
ATTACHMENTS:
Description Upload Date Type
Dl esolution and newt /2019 esolution
exhibit 1 NC 2/12/2019 exhibit
D exhibit 2 2/14/2019 r Me o
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RESOLUTION NO. R-2019-
A RESOLUTION authorizing the City Manager to execute the Henry Beauchamp Community
Center Operation and Maintenance Agreement with Opportunities
Industrialization Center of Washington (OIC).
WHEREAS, the City owns the Henry Beauchamp Community Center(HBCC) and desires
that the HBCC be managed, operated, and maintained as a neighborhood facility in order to meet
the needs and desires of the neighboring community, youth, the poor and the disadvantaged; and
WHEREAS, the City does not have the staff levels necessary to provide management
services needs to enter into a management operating agreement with a third party, and has
worked with OIC for years on management and programming at HBCC; and
WHEREAS, the City wishes to continue its relationship with OIC and have OIC continue
managing and operating the HBCC for the benefit of the City of Yakima and its residents; and
WHEREAS, both parties wish to enter into a site use contract for the operation,
management and maintenance of the HBCC; and
WHEREAS, such use will include programming for youth at the HBCC; and
WHEREAS, the City Council of the City of Yakima finds it to be in the best interest of the
City and its residents to direct the City Manager to execute the attached site use contract with
OIC for the operation, management, and maintenance of the HBCC; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Council authorizes and directs the City Manager to execute the attached Site
Use and Management Contract with Opportunities Industrialization Center of Washington for the
operation, management, and maintenance of the Henry Beauchamp Community Center, which is
located at 1211 South 7'h Street in Yakima, Washington.
ADOPTED BY THE CITY COUNCIL this 19'h day of February,2019.
Kathy Coffey, Mayor
ATTEST:
Sonya Claar-Tee, City Clerk
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OPERATION AND MAINTENANCE AGREEMENT
THIS CONTRACT is made and entered into by and between the City of Yakima, a
Washington municipal corporation (hereinafter the "City") and Opportunities Industrialization
Center of Washington, a Washington non-profit corporation (hereinafter"OIC"). In consideration
of the mutual covenants contained herein, the parties agree to the terms and conditions herein.
1. Community Center Property
The City is the owner of the Henry Beauchamp Community Center (hereinafter "HBCC") which is
located within the City of Yakima at 1211 South 7th Street, Yakima,Washington, 98901, and which
is located on land legally described as follows:
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; and
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, EXCEPT the North 100 feet thereof; AND EXCEPT the East
15 feet of the North 190 feet for alley; AND EXCEPT the East 10 feet of the South 110
feet for alley; TOGETHER WITH all water and water rights appurtenant thereto;
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; and
The East Y of Lot 8, CENTRAL PARK ADDITION, to the City of North 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.
This legal description encompasses the park area. The HBCC is located on the Southeast
Community Park property, but does not encompass the entire property. This Lease, Site Use,
and Management contract only applies to the particular buildings and accessory facilities as
specifically stated herein, except for the Yakima Rotary Food Bank located within the HBCC and
subject to its own License Agreement, Resolution 2014-083 and associated License Agreement,
dated June 17, 2014. This Agreement does not apply to the Southeast Community Park as a
whole. A map of the facility location subject to the terms and conditions herein is attached as
Exhibit 1.
2. General Management and Responsibilities of OIC
2.1 OIC shall manage, operate and maintain HBCC consistent with City policies and
with the general concepts of community centers in order to meet the needs of the
residents, including, but not limited to, the poor and disadvantaged, particularly in
the areas of health, education, employment, welfare, recreation, youth
programming, and other such areas as are consistent with this Contract and the
general uses of a non-profit neighborhood facility.
OIC Operation & Maintenance Agreement- Page 1 of 15
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2.2 At a minimum, OIC shall keep HBCC open to serve the public between the hours
of 8:00 a.m. and 5:00 p.m., Monday through Friday of each week; provided,
however, that HBCC may be closed on legal holidays, due to inclement weather,
or other times deemed appropriate by OIC. OIC, at its option, may also keep
HBCC open to serve the public during evening hours and weekends.
2.3 The services provided for herein shall be performed by OIC, and no person other
than Board of Directors members, regular employees of OIC, or authorized
volunteers of OIC shall be engaged in such work or services outlined herein.
2.4 All OIC activities at HBCC shall be supervised by an employee of OIC or an
authorized volunteer.
2.5 It is contemplated by both OIC and the City that OIC will seek funding and
donations to support its programming outside of any funding obtained from the
City.
2.6 OIC shall maintain HBCC as a drug free workplace, pursuant to the Drug-Free
Workplace Act of 1988 and 34 CFR, Part 85, section 85.605 and 85.610. OIC shall
not permit any tenant and/or other party to possess and/or consume any illegal
drugs at HBCC or within the area surrounding HBCC as described herein, during
the term of this Contract, but not including the public rights-of-way, alleys, parking
lots or the adjacent park.
2.7 OIC shall not permit any tenant or other party to possess and/or consume any
intoxicating liquor, beer and/or similar beverage/substance, or marijuana/cannabis
or cannabis products at the Center and the surrounding property as legally
described herein during the term of this Contract, but not including the public rights-
of-way, alleys, parking lots, or the adjacent park.
2.8 OIC shall comply, and shall ensure that the tenants comply, with the maximum
occupancy levels as set forth in the Yakima Municipal Code and by the City of
Yakima Fire Marshall, in accordance with federal, state, and/or local laws and
regulations.
2.9 OIC shall provide the following, as may be required to perform the services
provided for and described in accordance with this Contract: Board of Directors
oversight, personnel, labor and supervision, technical, professional, and/or other
services.
3. Term
Unless terminated in accordance with this Contract, the term of this Contract shall be for a period
of five (5) years, commencing on the date both parties have signed this Contract, and terminating
at midnight, December 31, 2023, provided, however, that this Contract will automatically renew
for additional five-year terms, up to an additional two terms, automatically unless OIC or the City
gives written notice of its intent to terminate the Contract no later than ninety (90) days prior to
the end of the current five-year period. If the City determines that OIC has not fulfilled its
obligations under the Contract, it can deny the extension of this Contract.
OIC Operation & Maintenance Agreement- Page 2 of 15
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4. Maintenance
OIC shall keep the interior of HBCC at all times in good repair and condition as the same now is,
ordinary wear and tear resulting from careful usage and damage by the elements without fault on
the part of OIC alone excepted. OIC shall maintain and repair the doors, windows, and all interior
walls and fixtures of HBCC. In addition, OIC shall be responsible for routine maintenance of all
plumbing and electrical fixtures.
OIC shall provide janitorial and/or cleaning services as necessary. OIC shall remove sidewalk
snow and ice on walkways leading to and from HBCC, as well as adjacent sidewalks, and keep
the sidewalks clear of obstructions.
OIC and the City will continue to work together to ensure that the community center and is
maintained for residents' use and enjoyment.
5. Program Services
Services will, in general, focus on health and wellness issues of low income and disadvantaged
persons in the southeast area of Yakima, and will range from services for youth through senior
citizens. Examples of programs include mentoring programs for middle school use, literacy,
sports and recreation,job training,tutoring and educational programming (such as STEM focused
programming).
The City shall not be responsible for providing any equipment or supplies which are necessary
for programs or services offered by OIC, other than as may be reimbursed under this Contract.
For the year 2019, the City Council has budgeted up to $30,000.00 for program services. The
City makes no representation or promise of future funding for program services. Disbursements
for program services shall be in accordance with Section 9 of this Contract, below.
6. City Funding
The City shall not be required to reimburse OIC for any of the costs of operation, maintenance or
capital improvements, except as otherwise provided in this Contract and to the extent that funds
are appropriated by the City Council and specifically approved for disbursement by the Public
Works Department. Such appropriations involve the legislative prerogative of the City Council,
and no assurances are given that appropriated funds are available in any particular year. Except
as otherwise provided for in this Contract, OIC agrees to perform the services specified in this
Contract in consideration of the community action benefits derived herein, and the use of HBCC.
The City shall have no obligation to pay OIC for said services.
Funding may be allocated on a year-by-year basis during the regular budget process. Funding
amounts allocated in 2019 do not carry over to 2020. The City makes no representation or
promise of future funding.
7. Maintenance Costs Associated with HBCC.
OIC shall be responsible for the maintenance of the HBCC except as outlined herein. The City
shall conduct limited maintenance at HBCC, which will include the following:
OIC Operation & Maintenance Agreement- Page 3 of 15
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HVAC checks and maintenance
Maintenance and Replacement of exterior locks
OIC shall be responsible for all other maintenance of the building, such as cleaning, janitorial
services and supplies, and replacement of lightbulbs and other like items. For the year 2019 only,
the City has set aside up to $40,000.00 for maintenance expenditures at HBCC. The City is
initially setting aside $10,000.00 of that for its costs and expenses associated with the
maintenance obligations listed above, or as requested by OIC. OIC may seek reimbursement for
its maintenance costs, up to the total amount of$30,000.00. The City will coordinate with OIC on
maintenance and may make additional funds available for reimbursement from the money set
aside for the City's maintenance obligations. All reimbursement requests must be in writing and
include the receipts for the services or supplies purchased.
Funding for maintenance may be allocated on a yearly basis during the regular budget process.
Funding amounts allocated in 2019 do not carry over to 2020. The City makes no representation
or promise of future or additional funding.
8. Capital Facilities Expenditures
The City and OIC will work together to formulate a prioritized list of capital facility projects
recommended for completion. Examples of capital projects include, but are not limited to:
Improvement to the exterior structure of HBCC
Replacement or improvements to the locking systems.
HVAC system replacement
Mechanical system replacements
Roof repairs and/or replacement
Replacement of kitchen and/or bathroom appliances and/or fixtures
Major renovations to HBCC
ADA compliance measures
Environmental safety compliance
All capital facilities improvements will be determined by the City and spending will be administered
by the City of Yakima as funds are made available. The City makes no representation or promise
of future funding or that any or all capital projects will be completed during the term of this
Contract.
9. Payments and Disbursements
Disbursements by the City from this Contract shall be on a reimbursement basis covering actual
expenditure by OIC or obligations of OIC currently due and owing, but not paid. OIC may provide
monthly, but not less than quarterly, reimbursement requests and invoices to the City and specify
on such requests the activities performed.
10. Alterations, Modifications and Capital Improvements
OIC shall make no alteration, modification, and/or capital improvement to HBCC, or surrounding
property, without the prior written consent of the City. Capital improvement projects must be
agreed to by the City and the City and OIC will work together to address capital improvements to
HBCC. Any alterations, modifications, and/or capital improvements not funded by the City shall
be at the sole expense and cost of OIC.
OIC Operation & Maintenance Agreement- Page 4 of 15
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11. Personal Property
OIC shall be responsible for the possession, use, and maintenance of all personal property
(including personal property of the City) located at HBCC and shall take all reasonable steps to
ensure that the City's personal property is not removed from HBCC. An inventory of the City's
personal property is attached hereto as Exhibit 2 and fully incorporated herein.
12. Recruitment of Tenants/Licensees, Lease/License Agreements, and Revenue
12.1 OIC is responsible for the recruitment of HBCC tenants, licensees, service
providers and partners.
12.2 All leases with tenants for a term of twelve (12) months or more in duration for
space at HBCC must be in writing and approved by the City Manager or his/her
authorized designee. Short term license agreements and leases having a duration
of less than twelve (12) months will not require approval by the City Manager. All
leases and license agreements shall be executed and performed in compliance
with all applicable federal, state, and local laws and ordinances. Within thirty (30)
days after the execution thereof, OIC shall provide the City with written copies of
all lease and license agreements for space at HBCC.
12.3 Every lease or license agreement shall contain a provision requiring tenant or
licensee to pay the full amount of leasehold excise tax, if applicable, in accordance
with the requirements of RCW 82.29A, as now or hereafter amended. It shall be
the affirmative responsibility of OIC to collect the leasehold excise tax, if applicable,
from all tenants, and to remit said taxes to the City Department of Finance on a
monthly basis.
12.4 All payments and revenue received from HBCC leases and license agreements
shall be handled and controlled by OIC for operational expenses and management
of HBCC. OIC shall provide the City with a written financial report, on at least an
annual basis but not later than the January 31 st of the following year, showing the
amount of lease and license revenue received from all sources. All of OIC's lease
and license revenue information shall be compiled and maintained in accordance
with generally accepted accounting principles.
12.5 Unless otherwise authorized by the City Manager, OIC shall require that all tenants
of HBCC maintain and provide proof of liability insurance coverage in accordance
with Section 20 of this Contract, including, but not limited to the same level of
coverage. The policy shall name the City, its elected and appointed officials,
officers, agents, employees and volunteers as additional insureds.
13. Utilities and Permits
OIC shall pay all charges for water, heat, lights, power, telephone, and internet, and any other
utilities that may be required or used by OIC in the use or operation of HBCC, and, agrees to pay
the same in a timely fashion and agrees to pay the same 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 OIC.
OIC Operation & Maintenance Agreement- Page 5 of 15
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OIC shall pay any necessary permit or inspection fees associated with maintenance or agreed
upon work at HBCC for which permits or inspections are necessary, other than capital projects.
Such permit or inspection fees may be reimbursable as maintenance as described above.
14. Taxes and Assessments
OIC 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 Contract. In the
event the City is assessed a tax or assessment as a result of this Contract, OIC shall pay the
same before it becomes due.
15. Independent Contractor Status of OIC
OIC and the City understand and expressly agree that OIC is an independent contractor in the
performance of each and every part of this Contract. OIC expressly represents, warrants and
agrees that its status as an independent contractor in the performance of the work and services
required under this Contract is consistent with and meets the six part independent contractor test
set forth in RCW 51.08.195. OIC, as an independent contractor, assumes the entire responsibility
for carrying out and completing the work and/or services required under this Contract. OIC shall
be responsible for ensuring that all employees, agents and subcontractors are licensed and
authorized to operate the equipment necessary to perform this Contract, with all required fees
and permits paid and in good standing, in accordance with law. OIC 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 OIC or any OIC
officer, employee or agent, and the City.
16. Maintenance and Retention of Records
16.1 OIC shall maintain (in accordance with generally accepted accounting practices)
books, accounts, records, documents and other materials related directly or
indirectly to the costs, expenses and revenues of the management, operation and
maintenance of HBCC under this Contract. All such books, accounts, records,
documents and other materials shall be subject to inspection and audit at
reasonable times by representatives of the City. OIC shall make such books,
accounts, records, documents and other materials available and afford the proper
facilities for such inspection and/or audit within forty-eight (48) hours of
inspection/audit notification from the City. Such books, accounts, records,
documents and other materials may be copied by representatives of the City as
part of such inspection/audit. However, the making of (or failure or delay in
making) such inspection or approval shall not relieve OIC of responsibility for
performance of this Contract, notwithstanding the City's knowledge of defective or
non-complying performance, its substantiality or the ease of its discovery. OIC
shall preserve and make available all such books, accounts, records, documents
and other materials for a period of at least six (6) years after termination of this
Contract.
OIC Operation & Maintenance Agreement- Page 6 of 15
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16.2 OIC shall promptly furnish the City with such information related to services and/or
work performed pursuant to this Contract as may be requested. Until the expiration
of six (6) years after termination of this Contract, or for a longer period if required
by law or by the Washington State Secretary of State's record retention schedule,
OIC shall provide the City access to (and the City shall have the right to examine,
audit and copy) all of OIC's books, documents, papers and records which are
related to the services and work performed under this Contract.
16.3 The City is required by law to comply with the Washington State Public Records
Act (PRA), Chapter 42.56 RCW. All records relating to OIC's services under this
Contract must be made available to the City, and also produced to third parties, if
required, pursuant to the PRA or by law. All determinations of records subject to
release under the PRA, or otherwise required by law, shall be at the sole discretion
of the City. This Contract and all public documents associated with this Contract
shall be available to the City for inspection and copying by the public where
required by the PRA or other law, to the extent that public records in the custody
of OIC are needed for the City to respond to a request under the PRA, as
determined by the City. If OIC considers any portion of any records provided to
the City under this Contract, whether in electronic or hard copy form, to be
protected from disclosure under law, OIC shall clearly identify any specific
information that it claims to be confidential or proprietary. If the City receives a
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 OIC of the request and the date such
information will be released to the requestor unless OIC obtains a court order to
enjoin the release, pursuant to RCW 42.56.450. If OIC 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 assumes, no obligation on behalf
of OIC to claim any exemption for disclosure under the PRA. The City shall not be
liable to OIC for releasing records not clearly identified by OIC as confidential or
proprietary. The City shall not be liable to OIC for any records that the City
releases in compliance with the PRA, this section, or in compliance with an order
of a court of competent jurisdiction.
17. Access and Inspection of HBCC
The City and its agents or designees shall have the right to enter and inspect the HBCC property
at all reasonable times. City employees who may exercise such inspection rights 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,
HBCC, or those in attendance at HBCC, the inspector, the Fire Chief or the Police Chief or other
appropriate City official/officer may order the event or activity concluded and HBCC vacated, at
no risk or liability to the City, its public officers, officials, employees, agents and/or volunteers.
OIC shall not enter into any lease or license agreement respecting space in HBCC 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 HBCC.
OIC Operation & Maintenance Agreement- Page 7 of 15
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18. Advisory Board
The HBCC Advisory Board, consisting of a minimum of seven (7) members, shall continue
throughout the term(s) of this Contract. Members shall be appointed to serve on the Advisory
Board by the Yakima City Council, as set forth in Ordinance No. 2004-22, which is incorporated
by reference and can be found in the Yakima Municipal Code at section 1.39. The advisory board
should conduct business as outlined in YMC 1.39. The City Council and OIC shall consider all
recommendations of the Advisory Committee, but are not bound thereby.
19. Security
19.1 OIC shall, at its sole expense and cost, provide security for HBCC and the
surrounding property to the satisfaction of the City, which security shall, at a
minimum, include an automatic intruder detection system, secure door and window
locks and regular security checks.
19.2 OIC shall provide or by written agreement require subtenants to provide adequate
security at all events held at HBCC. Such security may include a minimum of one
(1) uniformed security guard, licensed in accordance with RCW 18.170, as now or
hereafter amended, for each fifty (50) persons in attendance, as determined
necessary by OIC. Security measures shall include monitoring of HBCC
entrances, premises and parking lots to prevent criminal activity and to ensure that
persons who possess dangerous items, who display disruptive behavior and/or
who are obviously under the influence of drugs or alcohol, do not enter or remain
at HBCC or its surrounding property as legally described herein.
19.3 For all special events with an anticipated attendance of one hundred (100) or more
persons, OIC shall provide the City Police Chief with notice of the event, and if the
event is being held by a subtenant, a copy of the applicable lease or license
agreement no later than fifteen (15) days before the event.
20. Nondiscrimination Provision
20.1 During the performance of this Contract, OIC shall not discriminate in violation of
any applicable federal, state and/or local law or regulation on the basis of race,
age, color, sex, religion, national origin, creed, marital status, political affiliation, or
the presence of any sensory, mental or physical handicap. This provision shall
include but not be limited to the following: employment, upgrading, demotion,
transfer, recruitment, advertising, layoff or termination, rates of pay or other forms
of compensation, selection for training, and the provision of the services
contemplated under this Contract. This non-discrimination provision shall include
but not be limited to the following:
20.1.1 The benefits or services provided by OIC at HBCC;
20.1.2 The rules, regulations, and/or practices established by OIC for use of HBCC;
20.1.3 All lease and license agreements entered into by OIC with respect to space at
HBCC; and
20.1.4 The employment practices of OIC at HBCC
20.2 OIC shall not enter into any lease or license agreement respecting space in HBCC
without incorporated in such lease or license agreement provisions which will
OIC Operation & Maintenance Agreement- Page 8 of 15
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ensure that the use or occupancy of HBCC, in the provision of neighborhood
services and other benefits, will be available without regard to race, age, creed,
color, national origin, religion, sex, marital status, or the presence of any sensory,
mental, or physical disability. OIC shall also furnish all information, evidence,
documents and reports required by the City to substantiate compliance with this
non-discrimination clause, upon request.
21. Indemnification and Hold Harmless
21.1 OIC agrees to protect, defend, indemnify, and hold harmless, the City, its elected
and appointed officials, officers, employees, agents, and volunteers from any and
all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits,
administrative and other proceedings and all judgments, awards, losses, liabilities,
damages (including punitive or exemplary damages), penalties, fines, costs and
expenses (including attorneys' fees and disbursements) for, arising out of, or
related to any actual or alleged death, injury, damage or destruction to any person
or any property (including but not limited to any actual or alleged violations of civil
rights)to the extent caused by, arising out of, or relating to any act and/or omission
(whether intentional, willful, reckless, negligent, inadvertent or otherwise) resulting
from, arising out of, or related to OIC's, its officers, employees, agents, volunteers
and/or subcontractors, actions, services, work or materials pursuant to this
Contract.
21.2 OIC specifically and expressly waives its immunity under industrial insurance, Title
51 RCW, or immunity under any other provision of law to the extent of the
obligations assumed by the parties protected hereunder. OIC and the City
acknowledge and agree that this waiver was mutually negotiated.
21.3 All services rendered or performed under this Contract will be performed or
rendered entirely at OIC's own risk and OIC expressly agrees to defend, indemnify
and hold harmless the City and all of its officers, agents, employees and elected
officials from any and all liability, loss, fines, penalties or damages, including
reasonable cost of defense, they may suffer as a result of claims, demands,
actions, or damages to any and all persons or property, costs or judgments against
the City which result from, arise out of, or are in any way connected with the
services to be performed by OIC under this Contract.
21.4 Nothing contained in this section or this Contract shall be construed to create a
liability or a right of indemnification in any third party.
22. Insurance
22.1 At all times during performance of the services in this Contract, OIC shall secure
and maintain in effect insurance to protect the City and OIC from and against all
claims, damages, losses, and expenses arising out of or resulting from the
performance of this Contract. OIC shall provide and maintain in force insurance in
limits no less than that stated below, as applicable. The City reserves the right to
require higher limits should it deem it necessary in the best interest of the City or
the public.
OIC Operation & Maintenance Agreement- Page 9 of 15
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22.2 Commercial Liability Insurance. Before this Contract is fully executed by the
parties, OIC shall provide the City with a certificate of insurance as proof of
commercial liability insurance and commercial umbrella liability insurance with a
total minimum liability limit of One Million Dollars ($1,000,000.00) per occurrence
combined single limit bodily injury and property damage, and Two Million Dollars
($2,000,000.00) general aggregate. The certificate shall clearly state who the
provider is, the coverage amount, the policy number, and when the policy and
provisions provided are in effect. Said policy shall be in effect during the duration
of this Contract. The policy shall name the City, its elected and appointed officials,
officers, agents, employees, and volunteers as additional insureds, and shall
contain a clause that the insurer will not cancel or change the insurance without
first giving the City thirty (30) calendar days prior written notice (any language in
the clause to the effect of"but failure to mail such notice shall impose no obligation
or liability of any kind upon the company" shall be crossed out and initialed by the
insurance agent). The insurance shall be with a n insurance company or
companies rated A-VII or higher in Best's Guide and admitted in the State of
Washington.
22.3 Commercial Automobile Liability Insurance. Before this Contract is fully executed
by the parties, OIC shall provide the City with a certificate of insurance as proof of
commercial automobile liability insurance with a total minimum liability limit of One
Million Dollars ($1,000,000.00) per occurrence combined single limit bodily injury
and property damage, and Two Million Dollars ($2,000,000.00) general aggregate.
per occurrence combined single limit bodily injury and property damage.
Automobile liability will apply to "Any Auto" and include, but not be limited to,
owned, non-owned and hired vehicles, and be shown on the certificate. The
certificate shall clearly state who the provider is, the coverage amount, the policy
number, and when the policy and provisions provided are in effect. Said policy
shall be in effect for the duration of this Contract. The policy shall name the City,
its elected and appointed officials, officers, agents, employees, and volunteers as
additional insureds, and shall contain a clause that the insurer will not cancel or
change the insurance without first giving the City thirty (30) calendar days prior
written notice (any language in the clause to the effect of "but failure to mail such
notice shall impose no obligation or liability of any kind upon the company" shall
be crossed out and initialed by the insurance agent). The insurance shall be with
an insurance company or companies rated A-VII or higher in Best's Guide and
admitted in the State of Washington.
22.4 Directors and Officers Liability Insurance. Before this Contract is fully executed by
the parties, OIC shall provide the City with a certificate of insurance as evidence
of Directors and Officers Liability Insurance with coverage of at least One Million
Dollars ($1,000,000.00) per occurrence and an annual aggregate limit of at least
One Million Dollars ($1,000,000.00). The certificate shall clearly state who the
provider is, the amount of coverage, the policy number, and when the policy and
provisions provided are in effect. The insurance shall be with an insurance
company rated A-VII or higher in Best's Guide. If the policy is on a claims made
basis, the retroactive date of the insurance policy shall be on or before the
inception date of this Contract, or shall provide full prior acts. The insurance
coverage shall remain in effect during the term of this Contract and for a minimum
of three (3) years following the termination of this Contract.
OIC Operation& Maintenance Agreement- Page 10 of 15
13
22.5 Property Insurance. The City shall maintain "special form" perils property
insurance coverage on HBCC located at 1211 South 7th Street, Yakima,
Washington, and its contents in such amount as the City deems appropriate. OIC
shall have the responsibility of procuring "special form" perils property insurance
on personal property and tenants' improvements and betterments owned by, or in
the care, custody or control of OIC. OIC and the City hereby release and discharge
each other from and against all liability arising either from fire loss or damage
caused by any of the "special form" perils covered by insurance policies which are
in force and effect at the time of such loss or damage, even though such loss or
damage may be due to negligence, act or neglect of either OIC or the City or
agents or employees of either party. It is expressly understood and agreed that it
is the intention of the parties that this provision constitutes a waiver and release of
any and all subrogation rights which the insurance companies might have under
such insurance policies.
22.6 Umbrella Insurance Policy. The Agency shall maintain an Umbrella Insurance
policy with limits of no less than $5,000,000.
22.7 Tenants Must Carry Liability Insurance. OIC shall require that all tenants of HBCC
carry liability insurance in accordance with this section, as discussed in Section
10.5 of this Contract.
22.8 Workers' Compensation. OIC agrees to pay all premiums provided for by the
Workman's Compensation Act of the State of Washington. Evidence of OIC's
workers' compensation coverage will be furnished to the City. OIC holds the City
harmless for any injury or death to OIC's employees while performing this Contract.
22.9 Insurance Provided by Subcontractors. OIC shall ensure that all subcontractors it
utilizes for work and/or services rendered under this Contract shall comply with all
of the above insurance requirements.
22.10 City Does Not Provide Insurance for OIC. It is understood that the City does not
maintain any form of insurance for OIC, its officers, employees, agents, instructors,
volunteers, agents, and/or subcontractors.
23. Termination.
23.1 The City may, by giving OIC sixty (60) calendar days written notice of termination,
terminate this Contract as to all or any portion of the services or work not then
performed, whether or not OIC is in breach or default, and with or without cause.
Upon receipt of any such notice of termination, OIC shall, except as otherwise
directed by the City, immediately stop performance of the services to the extent
specified in the notice. OIC shall have the same termination rights as the City as
specified in this section.
23.2 In the event of termination pursuant to paragraph 21.1, an equitable adjustment
shall be made in the compensation payable to OIC under this Contract, provided
that such compensation as so adjusted shall in no event exceed a percentage of
the services satisfactorily completed at the time of termination. Further, OIC shall
not be entitled to any reallocation of cost, profit or overhead. OIC shall not in any
OIC Operation& Maintenance Agreement- Page 11 of 15
14
event be entitled to anticipated profit on services or work not performed on account
of such termination. OIC shall use its best efforts to minimize the compensation
payable under this Contract in the event of such termination.
23.3 If the City purports to terminate or cancel all or any part of this Contract for OIC's
breach or default when OIC is not in breach or default which would permit such
termination or cancellation, such termination or cancellation shall be deemed to
have been a termination by the City pursuant to paragraph 21.1 and the rights of
the parties shall be determined accordingly.
23.4 This Contract may also be terminated in whole or in part by mutual agreement of
the parties.
24. Conflict of Interest
OIC covenants that neither it, nor its officers, have any interest and shall not hereafter acquire
any interest, direct or indirect, which would conflict in any manner or degree with the performance
of this Contract. OIC further covenants that it will not recruit anyone or any entity having such a
conflict of interest during the performance of this Contract.
25. Miscellaneous Provisions
25.1 Compliance with Applicable Laws. OIC shall operate, maintain and manage HBCC
in accordance with all applicable statutes, laws, regulations and ordinances. OIC
shall obtain all necessary permits required by law. OIC shall not allow the use of
HBCC for any unlawful purposes, nor shall it commit any waste on HBCC property
or damage the same, nor permit waste or damage by others.
25.2 Assignment. This Contract, or any interest herein or claim hereunder, shall not be
assigned or transferred in whole or in part by OIC 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 OIC stated herein.
25.3 Modification. Either party may request changes in this Contract, however, no
change, modification, or alteration to this Contract shall be valid or binding upon
either party unless such change or addition be in writing, and executed by both
parties.
25.4 Integration. This written document constitutes the entire agreement between the
City and OIC. There are no other oral or written Contracts between the parties as
to the subjects covered herein.
25.5 Severability.
25.5.1 If a court of competent jurisdiction holds any part, term or provision of this
Contract 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 Contract did not contain the particular
provision held to be invalid.
OIC Operation& Maintenance Agreement- Page 12 of 15
15
25.5.2 If any provision of this Contract 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 the Contract shall
be deemed modified to conform to such statutory provision.
25.5.3 Should the City determine that the severed portions substantially alter this
Contract so that the original intent and purpose of the Contract no longer exists,
the City may, in its sole discretion, terminate this Contract, effective
immediately upon notice of termination.
25.6 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 Contract 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 Contract, 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.
25.7 Survival. Any provision of this Contract which imposes an obligation after
termination or expiration of this Contract shall survive the term or expiration of this
Contract and shall be binding on the parties to this Contract.
25.8 Governing Law and Venue. This Contract shall be governed by and construed in
accordance with the laws of the State of Washington. The venue for any action to
enforce or interpret this Contract shall lie in the Superior Court of Washington in
Yakima County.
25.9 Notices. Unless stated otherwise herein, all notices and demands shall be in
writing and sent to the parties at their addresses as follows:
TO THE CITY: Cliff Moore, City Manager
City of Yakima
Yakima City Hall
129 North Second Street
Yakima, WA 98901
TO OIC: Frank Rowland, Chief Operations Officer
OIC of Washington
815 Fruitvale Blvd.
Yakima, WA 98902
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 hand-
delivered at the addresses specified above, or three (3) days after the date of
mailing to the addresses specified above.
OIC Operation& Maintenance Agreement- Page 13 of 15
16
CITY OF YAKIMA O.I.C. OF WASHINGTON
Cliff Moore, City Manager Steve Mitchell, CEO
Date: Date:
ATTEST:
Sonya Claar-Tee, City Clerk
City Contract No.:
Resolution No.:
STATE OF WASHINGTON
) ss.
County of Yakima
On this day of , 2019, I certify that I know or have satisfactory
evidence that Steve Mitchell, is the CEO of Opportunities Industrialization Center of Washington
("OIC") and acknowledged that they are authorized to execute the foregoing instrument for and
on behalf of OIC and said person acknowledged that they signed this instrument and
acknowledged it on behalf of OIC for the uses and purposes mentioned in the instrument.
NOTARY PUBLIC in and for the State of
Washington, residing at:
My commission expires:
OIC Operation& Maintenance Agreement- Page 14 of 15
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2019 Inventory List for enry eauchamp Community Center
The following items were purchased by the City of • 1 long storage metal cabinet
Yakima for the HBCC(formally the Southeast • 1 storage wood shelf with 25 small
Community Center) compartments
Front Office Room B
• 1 long metal cabinet(2 Drawers) • 2 Wooden desks
• 1 small wooden table
Room B(copy room)
• 1 long metal storage cabinet Room A(office)
• 1 Small metal storage cabinet • 1 metal file cabinet(2 drawers)
• 1 small wood shelf(2 shelves) • 1 small wooden round table
• 1 Small wood table
• 1 wood office mail box(18 mail boxes) Room A(back storage room)
• 1 Large wood shelf • 2 long black metal file cabinets(4 drawers each)
• 1 Fax Machine • 1 wide metal cabinet(3 drawers)
Room D(in front office) Dishware
•
• 2 metal drawer desks' Dinner Plates—237
• 1 metal cabinet
Salad Plates—252
Room E(in front office)
Coffee Cups -91
• 1 wide metal cabinet(2 drawers)
Coffee Krafts-6
• 1 wide wood cabinet(2 drawers)
• 1 wooden bookshelf(5 shelves) Sugar Holders—6 (Blue)
Room 101(YISL) Silverware—Service for approximately 50(mixed set)
• 1 small metal cabinet(2 drawers) Kitchen
• I metal cabinet(4 drawers) • 1 True Refrigerator
• 2 small metal cabinets (2 drawers) • 1 Toast Master Flat Grill
Room 102(NAACP)
Misc.
• 1 metal drawer desk 85 Inch Round Tables—44
• 1 metal cabinet(4 drawers)
• 1 metal book shelf(3 shelves) Gray Chairs(not folding)-289
Room 103 (computer Lab)
• 6 metal drawer desks'
• 1 Small desk(no drawers)
Dinning room 108
• 1 metal drawer desk
Room E (office)
• 2 metal drawer desks
• 1 small metal table