HomeMy WebLinkAbout03/19/2019 09 Washington Fruit Community Center Operation and Maintenance Agreement with Yakima Police Activities LeagueBUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 9.
For Meeting of: March 19, 2019
ITEM TITLE: Resolution authorizing an Agreement with Yakima Police Activities
League (YPAL) for the Operation and Maintenance of the
Washington Fruit Community Center
SUBMITTED BY: Sara Watkins, Senior Assistant City Attorney
SUMMARY EXPLANATION:
This Agreement between the City of Yakima and YPAL sets forth the terms and conditions
for funding provided by the City to support the operation and maintenance of the Washington Fruit
Community Center.
ITEM BUDGETED: Yes
STRATEGIC PRIORITY: Neighborhood and Community Building
APPROVED FOR
SUBMITTAL:
City Manager
STAFF RECOMMENDATION:
Adopt Resolution
BOARD/COMMITTEE RECOMMENDATION:
ATTACHMENTS:
Description Upload Date
O Resolutbn - YPAL O&M Agreement 3/4/2019
O YPAL O&M Agreement 3/4/2019
Type
Resolutbn
Contract
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A RESOLUTION
RESOLUTION NO.
authorizing the City Manager to execute the Washington Fruit & Produce
Community Center Operation and Maintenance Agreement with Yakima
Police Activities League (YPAL)
WHEREAS, the City owns the Washington Fruit and Produce Community Center
(WFCC) and desires that the WFCC 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 staif Ievels necessary to provide management
services needs to enter into a management operating agreement with a third party, and has
worked with YPAL for years on management and programming at WFCC; and
WHEREAS, the City wishes to continue its relationship with YPAL and have YPAL
continue managing and operating the WFCC for the benefit of the City of Yakima and its
residents; and
WHEREAS, both parties wish to enter into a new site use contract for the operation,
management and maintenance of the WFCC; and
WHEREAS, such use will include programming for youth at the WFCC; 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
YPAL for the operation, management, and maintenance of the WFCC; 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 Yakima Police Activities League for the operation,
management, and maintenance of the Washington Fruit and Produce Community Center, which
is located at 602 North 41h Street in Yakima, Washington, which supersedes the Site Use
Contract dated December 3, 2013.
ADOPTED BY THE CITY COUNCIL this day of 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 Yakima Police Activities League,
a Washington non-profit corporation (hereinafter 'YPAL"). 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 Washington Frult and Produce Community Center (hereinafter
"WFCC") which is located within the City of Yakima at 602 North 4th 8treet, Yokjnna,
Washington, 98901, and which is located on land legally described as follows:
Lots 1 and 2, Block 64, Town of North Yokinng, now Yakima, as recorded in Volume "E"
of Plats, Page 1, records of Yakima County, Washington; TOGETHER WITH the
vacated right-of-way for East "F" Street.
This legal description encompasses Miller Park. The WFCC is located on the Miller Park
pnopadv, but does not encompass the entire property. This Lemse, Site Use, and Management
contract only applies to the particular buildings and accessory facilities as specifically stated
herein. It does not apply to Milier Park as a whole. A map of the facility location is attached as
Exhibit 1.
2. General Management and Responsibilities of YPAL
2.1 YPAL shall manage, operate and maintain WFCC 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, mducaUon, ernp|oynment, vve|fano, recneaUmn,
youth programming, and other such areas as are consistent with this Contract
and the general uses of a non-profit neighborhood facility. Additionally, YPAL's
Proposal, attached to the Site Use Contract dated December 3, 2013, including
all of YPAL's representations, conditions and obligations submitted to the City
therein, in order to obtain award of this Agreement, is incorporated herein by this
reference and attached hereto as Exhibit 2.
2.2 At a minimum, YPAL shall keep WFCC open to serve the public between the
hours of 3:00 p.m. and 7:00 p.m., Monday through Friday of each week;
provided, however, that WFCC may be closed on legal holidays, due to
inclement weather or other reason deemed necessary by YPAL. YPAL, at its
ootion, may also keep WFCC open to serve the public during daytime hours and
weekends.
2.3 The services provided for herein shall be performed by YPAL, and no person
other than Board of Directors mnmmbere, regular employees of YPAL, or
authorized volunteers of YPAL shall be engaged in such work or services
outlined herein.
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2.4 All YPAL activities at WFCC shall be supervised by an employee of YPAL or an
authorized volunteer.
2.5 It is contemplated by both YPAL and the City that YPAL will seek funding and
donations to support its programming outside of any funding obtained from the
City.
2.6 YPAL shall maintain WFCC 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. YPAL
shall not permit any tenant and/or other party to possess and/or consume any
illegal drugs at WFCC or within the area surrounding WFCC as described herein,
during the term of this Contract.
2.7 YPAL 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.
2.8 YPAL 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 YPAL 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 YPAL may, at its option,
extend this Contract for two additional five-year terms by giving the City written notice of its
intent to extend the term no later than ninety (90) days prior to the end of the current five-year
period in order to continue the term for an additional five-year period. In the event YPAL fails to
exercise its option to extend this Contract for additional terms, this Contract shall automatically
terminate at the end of the term. If the City determines that YPAL has not fulfilled its obligations
under the Contract, it can deny the extension of this Contract.
4. Maintenance
YPAL shall keep the interior of WFCC 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 YPAL alone excepted. YPAL shall maintain and repair the doors, windows,
and all interior walls and fixtures of WFCC.
The City shall provide janitorial services a minimum of two times per week. The City shall also
conduct routine maintenance. Damage caused by YPAL and/or its clients, agents, volunteers,
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or em , will be the responsibility of YPAL. YPAL shall remove sidewaik snow and ice on
walkways leading to and from VVFCC, as well as adjacent sidewalks, and keep the sidewalks
clear of obstructions.
YPAL and the City will continue to work together to ensure that the community center and
adjacent park are maintained for residents' use and enjoyment.
5, Program Services
YPAL Services will, in general, focus on health and wellness issues of low income and
disadvantaged persons in the northeast area of Yakima, and will focus on services for youth.
Examples of programs include mentoring programs for middle school use, literacy, sports and
recreation, jobtnaining.tutmr|ngandeduondonm|pnogronnnning(auchao8TEW1foouaed
programming).
The City shall not be responsible for providing any equipment or supplies which are necessary
for programs or services offered by YPAL, unless otherwise reimbursable 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 YPAL for any of the costs of operation,maintenance
or capital improvements, except as otherwise providedinthioContrectandbnUleemten1Ulst
funds are appropriated by the City Council and specifically approved for disbursement by the
Public Works Department. Such appropriations involve the Iegislative 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, YPAL agrees to perform the services
specified in this Contract in consideration of the community action benefits derived herein, and
the use of WFCC. The City shall have no obligation to pay YPAL 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 WFCC.
The City is responsibleforUhegeneralmaintenanoe of WFCC as outlined herein. The City will
conduct the following maintenance at the WFCC, as long as the maintenance needs are not due
to the intentional or negligent acts of YPAL and/or its clients:
HVAC checks and maintenance
Maintenance and replacement of exterior Iocks
P|unnbinQ, mechanical and electrical systems
lnterior floors, walis and structural matters
Exterior structure and roof
Janitorial services twice per week (including supplies)
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YPAL and the City will work together to ensure the building is properly maintained. Any damage
caused by YPAL or its clients, or due to the intentional or negligent actions of YPAL, its officers,
directors, agents, employees, volunteers or clients is the sole responsibility of YPAL.
Maintenance costs will also include the janitorial supplies deemed necessary by the City for its
janitorial work. Maintenance costs do not include items such as paper towels, napkins, toilet
paper, hand soap, or other items generally not used for the cleaning of the WFCC.
8. CapitalFacilities Expenditures
The City and YPAL 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 WFCC
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 WFCC
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. Further, capital improvement decisions may also be subject to
the facility improvement agreement entered into with Washington Fruit and Produce Company
under Resolution 2015-018.
9. Payments and Disbursements
Disbursements by the City from this Contract shall be on a reimbursement basis covering actual
expenditure by YPAL or obligations of YPAL currently due and owing, but not paid. YPAL will
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
YPAL shall make no alteration, modification, and/or capital improvement to WFCC, 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 YPAL will work together to address capital
improvements to WFCC. Any alterations, modifications, and/or capital improvements not
funded by the City shall be at the sole expense and cost of YPAL.
11. Personal Property
YPAL shall be responsible for the possession, use, and maintenance of all personal property
(including personal property of the City) located at WFCC and shall take all reasonable steps to
ensure that such personal property is not removed from WFCC. An inventory of the City's
personal property is attached hereto as Exhibit 3 and fully incorporated herein.
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12. Recruitment of Tenants/Licensees, Lease/License Agreements, and Revenue
12.1 YPAL is responsible for the recruitment of WFCC tenants, licensees, service
providers and partners.
12.2 All leases with tenants for a term of six (6) months or more in duration for space
at WFCC 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 Tess than six (6) 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, YPAL shall provide the City
with written copies of all lease and license agreements for space at WFCC.
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 YPAL 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 WFCC leases and license agreements
shall be handled and controlled by YPAL for operational expenses and
management of WFCC. YPAL shall provide the City with a written financial
report, on at least an annual basis, showing the amount of lease and license
revenue received from all sources. All of YPAL'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, YPAL shall require that all
tenants of WFCC 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
The City will continue to pay reasonable utilities fees associated with the WFCC. YPAL is
encouraged to engage in conservation measures, which include, but are not limited to, turning
down the heat or air when leaving the building for the evening, and other cost-saving measures
that are requested by the City.
14. Taxes and Assessments
YPAL 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
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Contract. In the event the City is assessed a tax or assessment as a result of this Contract,
YPAL shall pay the same before it becomes due.
15. Independent Contractor Status of YPAL
YPAL and the City understand and expressly agree that YPAL is an independent contractor in
the performance of each and every part of this Contract. YPAL 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. YPAL, as an independent contractor, assumes the
entire responsibility for carrying out and completing the work and/or services required under this
Contract. YPAL 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. YPAL 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
YPAL or any YPAL officer, employee or agent, and the City.
16. Maintenance and Retention of Records
16.1 YPAL 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 WFCC 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. YPAL 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 YPAL 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.
YPAL 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.
16.2 YPAL 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, YPAL shall provide the City access to (and the City shall
have the right to examine, audit and copy) all of YPAL'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 YPAL's services under this
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Contract must be made available to the City, and also produced to third pardee, 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 YPAL are needed for the City to respond to a request under the PRA, as
determined by the City. If YPAL 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, YPAL 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 |dentifimd, and
determines that the release of the information is required or otherwise appropriate,
the City's sole obligation shall be to notify YPAL of the request and the date such
information will be released to the requestor unless YPAL obtains a court order to
enjoin the re|eoae, pursuant to RCW 42.56.450. If YPAL fails to timely obtain a
court order ejo|ning disclosure, the City will release the requested information on
the date specified. The City has, and by this section aeounnee, no obligation on
behalf of YPAL to claim any exemption for disclosure under the PRA. The City
shall not be liable to YPAL for releasing records not clearly identified by YPAL as
confidential or proprietary. The City shall not be liable to YPAL for any records
that the City releases in compliance with the PRA, this eection, or in compliance
with an order of a court of competent jurisdiction.
17. Access and inspectionxof.@VFCC
The City and its agents or designees shall have the right to enter and inspect the WFCC
property at all reasonable times. City employees who may exercise such inspection rights
inm|ude, but are not limited to, police officers, fire inspection pmramnne|, and code enforcement
personnel. If any inspection demonstrates, in the opinion of the inspector, clear and present
danger to the public, WFCC, or those in attendance at WFCC, the inspector, the Fire Chief or
the Police Chief or other appropriate City official/officer may order the event or activity
concluded and WFCC vacated, at no risk or liability to the City, its public officers, officials,
employees, agents and/or volunteers. YPAL shall not enter into any lease or license agreement
respecting space in WFCC 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 WFCC.
18. Non -Profit Board
The Board of Directors for YPAL shall continue throughout the term(s) of this Contract. One
member of the City Council, chosen by the City Council, shall serve as an ex officio Board
member, be invited to all Board meetings and functions, and be provided all Board documents
that are not deemed confidential. The City Council should be periodically updated by a
representative from YPAL at a City Council general business meeting.
19. Security
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19.1 The City will provide and maintain a security system for WFCC and the
surrounding property.
19.2 YPAL shall provide or by written agreement require subtenants to provide
adequate security at all events held at WFCC. Such security shall 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.
Security measures shall include monitoring of WFCC 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 WFCC 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, YPAL 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, YPAL 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 YPAL at WFCC;
20.1.2 The rules, regulations, and/or practices established by YPAL for use of
WFCC;
20.1.3 All lease and license agreements entered into by YPAL with respect to space
at WFCC; and
20.1.4 The employment practices of YPAL at WFCC
20.2 YPAL shall not enter into any lease or license agreement respecting space in
WFCC without incorporated in such lease or license agreement provisions which
will ensure that the use or occupancy of WFCC, 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. YPAL 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 YPAL 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,
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administrative and other proceedings and all judgments, awards, Iosses,
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, ijury, damage or destruction to any
person or any property (including but not Iimited 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 YPAL'm, its offioero,
employees, agents, volunteers and/or subcontractors, actions, services, work or
materials pursuant to this Contract.
21.2 YPAL specifically and expressly waives its immunity under industrial insurance,
Title 51 RCW, or immunity under any other provision of Iaw to the extent of the
obligations assumed by the parties protected hereunder. YPAL 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 YPAL's own risk and YPAL 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, |oee, fineo, 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 YPAL 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, YPAL shall
secure and maintain in effect insurance to protect the City and YPAL from and
against all claims, damages, |meeee, and expenses arising out of or resulting from
the performance of this Contract. YPAL shall provide and maintain in force
insurance in limits no Iess 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.
22.2 Commercial Liability Insurance. Before this Contract is fully executed by the
parties, YPAL 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 Two Million Dollars ($2.000.000.0O) per occurrence
combined single limit bodily ijury and property damage, and Two Million Dollars
($2.0OO.0OO.DO) 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
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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, YPAL shall provide the City with a certificate of insurance as proof
of commercial automobile liability insurance and commercial umbrella liability
insurance with a total a minimum liability limit of Four Million Dollars
($4,000,000.00) 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, YPAL 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.
22.5 Property Insurance, The City shall maintain "special form" perils property
insurance coverage on WFCC located at 602 North 4th Street, Yakima,
Washington, and its contents in such amount as the City deems appropriate.
YPAL 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 YPAL. YPAL 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 YPAL 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
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provision constitutes a waiver and release of any and all subrogation rights which
the insurance companies might have under such insurance policies.
22.6 Tenants Must Carry Liability insurance.. YPAL shall require that all tenants of
WFCC carry liability insurance in accordance with this section, as discussed in
Section 10.5 of this Contract.
22.7 Workers' Compensation. YPAL agrees to pay all premiums provided for by the
Workman's Compensation Act of the State of Washington. Evidence of YPAL's
workers' compensation coverage will be furnished to the City. YPAL holds the
City harmless for any injury or death to YPAL's employees while performing this
Contract.
22.8 Insurance Provided by Subcontractors. YPAL 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.
22.9 City Does Not Provide Insurance for YPAL. It is understood that the City does
not maintain any form of insurance for YPAL, its officers, employees, agents,
instructors, volunteers, agents, and/or subcontractors.
23. Termination.
23.1 The City may, by giving YPAL 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 YPAL is in breach or default, and with or
without cause. Upon receipt of any such notice of termination, YPAL shall,
except as otherwise directed by the City, immediately stop performance of the
services to the extent specified in the notice. YPAL 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 YPAL 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, YPAL shall not be entitled to any reallocation of cost, profit or overhead.
YPAL shall not in any event be entitled to anticipated profit on services or work
not performed on account of such termination. YPAL 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
YPAL's breach or default when YPAL 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.
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24. Conflict of Interest
YPAL 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. YPAL 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. YPAL shall operate, maintain and manage
WFCC in accordance with all applicable statutes, laws, regulations and
ordinances. YPAL shall obtain all necessary permits required by law. YPAL
shall not allow the use of WFCC for any unlawful purposes, nor shall it commit
any waste on WFCC 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 YPAL 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 YPAL 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 YPAL. 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.
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.
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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 Governinq 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:
TO OIC:
Cliff Moore, City Manager
City of Yakima
Yakima City Hall
129 North Second Street
Yakima, WA 98901
Joe Willis, Executive Director
Yakima Police Athletic League
602 North 4th Street
Yakima, WA 98901
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.
CITY OF YAKIMA
Cliff Moore, City Manager
Date:
ATTEST:
YAKIMA POLICE ACTIVITIES LEAGUE
By:
Its:
Date:
Sonya Claar-Tee, City Clerk
City Contract No:
Resolution No.:
STATE OF WASHINGTON
) ss.
County of Yakima
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On this day of , 2019, I certify that I know or have satisfactory
evidence that , is the (title of person) of
Yakima Police Activities League ("YPAL") and acknowledged that they are authorized to execute
the foregoing instrument for and on behalf of YPAL and said person acknowledged that they
signed this instrument and acknowledged it on behalf of YPAL for the uses and purposes
mentioned in the instrument.
NOTARY PUBLIC in and for the State of
Washington, residing at:
My commission expires: