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HomeMy WebLinkAboutR-1992-D6191 SE Community Center• RESOLUTION NO. D 6191 A RESOLUTION: authorizing the City Manager and City Clerk of the City of Yakima to execute an operating agreement with Southeast Yakima Community at Work, Inc. for the operation of the Southeast Yakima Community Center. WHEREAS, the City of Yakima is the owner of the Southeast Yakima Community Center; and WHEREAS, during the past 20 years the Southeast Yakima Community Center has been operating pursuant to a lease agreement that has now expired; and WHEREAS, the City needs to enter into a new operating agreement for the Southeast Yakima Community Center because federal grant funds are no longer available, and the Southeast Yakima Community at Work, Inc. is now seeking a greater financial contribution from the City toward the operation and maintenance of the Center; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to operate the Southeast Yakima Community Center as a neighborhood facility in order to meet the needs and desires of the poor and disadvantaged, all as contemplated by the attached Southeast Yakima Community Center Operating Agreement, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and City Clerk are hereby authorized and directed to executed the attached Southeast Yakima Community Center Operating Agreement with Southeast Yakima Community at Work, Inc., a Washington non-profit corporation. ADOPTED BY THE CITY COUNCIL this 71.1day of c7 , 1992. City Clerk (1s)res/SEcntr.rp • SOUTHEAST YAKIMA COMMUNITY CENTER OPERATING AGREEMENT THIS AGREEMENT is made and entered into this day of 1no�t�►..�er , 1992, by and between the City of Yakima, (hereinafter "City") and Southeast Yakima Community at Work, Inc., a Washington non-profit corporation, (hereinafter "Operator"). WITNESSETH: WHEREAS, the City is the owner of the Southeast Yakima Commu- nity Center (hereinafter "Center"), which is located within the City of Yakima and is legally described as follows: Parcel #1 The North 100 feet of the West 125 feet of the East 140 feet of Lot 1, CENTRAL PARK ADDITION, according to the official Plat thereof recorded in Volume "A" of Plats, page 46, records of Yakima County, Washington. The East 140 feet of Lot 1, CENTRAL PARK ADDI- TION to the city of North Yakima (now Yakima), according to the official plat thereof recorded in Volume "A" of Plats, page 46, records of Yakima County, Washington; (1) except the North 100 feet thereof; (2) except the East 15 feet of the North 190 feet for alley; and (3) except the East 10 feet of the South 110 feet for alley. TOGETHER WITH all water and water rights appur- tenant thereto. SUBJECT TO right of way for irrigation ditch over the West 5 feet of the East 15 feet of the North 190 feet of Lot 1, Central Park Addition to the city of North Yakima, now Yakima, as disclosed by instruments recorded in Volume 200 of Deeds, Auditor's File No. 196692, records of Yakima County, Washington; SUBJECT TO all further assessments arising from the fact that the above described property is located within the boundaries of Irrigation District No. 308; and SUBJECT TO all easements, rights of way or other servitudes appearing in the chain of title or existing over and across said prem- ises. Page 1 of 8 (agr/SEcntr.rp) Parcel #5 The East half of Lot 8, Central Park Addition to the City of Yakima, now Yakima, as recorded in Volume "A" of Plats, page 46, records of Yakima County, Washington, EXCEPT the East 10 feet thereof, and EXCEPT the West 25 feet thereof for street. SUBJECT TO such future assessments as may be made from time to time by City Irrigation District No. 308, the above described property being located in said District; and WHEREAS, the parties to this agreement desire that the Center be managed, operated, and maintained by the Operator as a neighbor- hood facility in order to meet the needs and desires of the poor and disadvantaged, including, but not limited to, the specific fields of health, education, employment, welfare, and recreation, all in accordance with the provisions, terms, and conditions of this agreement; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Management Responsibilities of Operator. Operator shall manage, operate, and maintain the Center consistent with City policies and with the general concepts of community action in order to meet the desires and needs of the poor and disadvan- taged in this area, particularly in the fields of health, education, employment, welfare, and recreation, or in such other fields as are consistent with this agreement and the general uses of a non-profit neighborhood facility. Operator shall be responsible for the prompt payment of all costs of administration, operational expenses, maintenance costs, capital improvements, taxes, overhead, utilities, and other fees relating to or arising out of the use of the Center. The City shall not be required to reimburse Operator for any of the costs of operation, maintenance, or capital improvements, except to the extent that funds have been appropriated by the Yakima City Council and specifically approved for disbursement by the Department of Community and Economic Development. Such appropriations involve the legislative prerogative of the City Council, and no assurance can be given that appropriated funds will be available in any particular year. Operator agrees to perform the services contemplated by this agreement in consid- eration of the community action benefits to be derived hereun- der; the City shall have no obligation to pay Operator for said services. 2. Term. The term of this operating agreement shall be for a period of five (5) years, commencing June 15, 1992 and termi- Page 2 of 8 (agr/SEcntr.rp) nating June 14, 1997 at midnight; provided, however, that Operator may, at its option, extend this operating agreement for two additional five-year periods by giving the City writ- ten notice of term extension no later than ninety (90) days prior to the end of the initial five-year period in order to extend the term of this agreement for the first five-year option period, and no later than ninety (90) days prior to the end of the first five-year option period in order to extend the term of this agreement for the second five-year option period. In the event Operator exercises its option to extend this operating agreement for one additional five-year period, then this agreement shall terminate on June 14, 2002 at mid- night. In the event Operator exercises its option to extend this operating agreement for two additional five-year periods, then this agreement shall terminate on June 14, 2007 at mid- night. In the event Operator is deemed by the City to be performing its responsibilities hereunder in.a satisfactory manner, then consideration will be given by the City to a further extension of the term of this operating agreement. Maintenance and Capital Improvements. Operator shall be responsible for general maintenance of the building and pro- perty, including, but not limited to, routine minor repair and replacement of Center premises, property, and fixtures (in- cluding, but not limited to, plumbing, electrical, lighting fixtures, and damages resulting from vandalism or accident). The City agrees to provide periodic janitorial and cleaning services as reasonably needed. The City shall be responsible for, or reasonably maintain, at its expense, all exterior building and grounds including parking lot pole lights, regu- lar mowing and care of park grounds, regular landscaping maintenance, parking lot surface and striping, exterior paint- ing, building roof, and heating and air-conditioning system. Notwithstanding any other provision of this Section 3, the City's obligations hereunder are expressly made subject to the annual availability of funds that have been appropriated by the Yakima City Council and specifically approved for dis- bursement by the Department of Community and Economic Develop- ment. Such appropriations involve the legislative prerogative of the City Council, and no assurance can be given that appro- priated funds will be available in any particular year. 4. Leases and License Agreements. All leases for a term of twelve (12) months or more in duration for space at the Center must be in writing and consented to by the City Manager or his authorized designee, which consent shall not be unreasonably withheld. Short-term license agreements and leases (having a duration of less than twelve (12) months) will not require consent by the City Manager. All leases and license agree- ments shall be executed and performed in compliance with all applicable federal, state, and local statutes, laws, and Page 3 of 8 (agr/SEcntr.rp) • • ordinances. Within thirty (30) days after the execution thereof, the Center shall provide the City with written copies of all lease agreements and license agreements for space at the Center. Every such lease or license agreement shall also contain a provision requiring the tenant or licensee to pay the full amount of leasehold excise tax, if applicable, in accordance with the requirements of RCW Chapter 82.29A. It shall be the affirmative responsibility of the Operator to collect the leasehold excise tax, if applicable, from all tenants and licensees in accordance with the provisions of RCW Chapter 82.29A and to remit said taxes to the City Department of Finance and Budget on a monthly basis. 5. Lease and License Revenue. All payments received and revenue from Center leases and license agreements shall be handled and controlled by the Operator for operational expenses and man- aging the Center. Operator shall provide the City with a written financial report, on at least an annual basis, showing the amount of funds received from all sources, funds deposited with all financial institutions, funds disbursed, and all operating account balances. Upon the City's request, Operator shall provide such additional financial information as the City, in its sole discretion, desires to obtain relating to this operating agreement and all transactions pertaining thereto. All of Operator's financial information shall be compiled and maintained in accordance with Generally Accepted Accounting Principles. 6. Assignment. Operator shall not assign this agreement, or the rights or obligations hereunder, without the prior written consent of the City. 7. Insurance. Operator shall procure and maintain a policy or policies of property damage insurance with respect to the Center, in which the limits of property damage liability shall not be less than One Hundred Thousand Dollars ($100,000.00). The premium for this policy shall be advanced and financed by the City, subject to the availability of appropriated funds. The policy shall name both the Operator and the City as co - insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City ten (10) days prior written notice. The insurance shall be in a responsible insurance company or companies approved by the City, and a copy of all such policies shall be filed with the City. 8. Compliance With Applicable Laws. Operator shall operate, maintain, and manage the Center in accordance with all appli- cable statutes, laws, regulations, and ordinances and shall not allow the Center to be used for any unlawful purposes. Page 4 of 8 (agr/SEcntr.rp) • • • Operator shall not commit any waste on the Center property nor damage same nor permit waste or damage by others. 9. Indemnity. Operator agrees to protect, defend, indemnify, and hold the City harmless from and against any and all claims, demands, damages, and causes of action, including attorney's fees, of any nature whatsoever, for injury or death of persons or loss of or damage to property occurring at the Center or in any manner growing out of or connected with the operation and use of the Center, except damages or injuries occasioned by the negligence of the City, its agents, or employees. 10. Advisory Board. Within thirty (30) days after execution of this agreement by both parties, there shall be established by the City a Southeast Yakima Community Center Advisory Board consisting of five (5) persons appointed to serve on this Board by the Yakima City Council based upon the recommenda- tions of Operator. Two (2) members of the Advisory Board shall also be members of the Board of Directors of the Opera- tor; two (2) members of the Advisory Board shall be represen- tatives of the City; and the fifth (5th) member of the Advisory Board shall be a member of the community. The Advi- sory Board shall meet at least quarterly for the purpose of making recommendations to the Operator and the City regarding management policies, operations, maintenance, and capital improvement needs. The City Council and the Operator shall consider all recommendations of the Advisory Board but are not bound thereby. 11. Security. Operator shall be responsible for providing securi- ty for' the Center building and 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. 12. Access and Inspection. The City shall have the right at all reasonable times to have access to the Center property and to make inspections thereof. 13. Annual Report. Operator shall deliver to the City an annual written report describing in reasonable detail for the previ- ous year the Center's uses, operations, maintenance, capital improvements, and any other significant information relating to the Center. The annual report shall include a written financial operating statement prepared by Operator in accor- dance with Generally Accepted Accounting Principles. 14. Personal Property. Operator shall be responsible for the possession, use, and maintenance of all personal property located at the Center and shall take all reasonable steps to Page 5 of 8 (agr/SEcntr.rp) ensure that such personal property is not removed from the Center. 15. Nondiscrimination. Operator shall not, on the basis of race, creed, color, national origin, religion, sex, marital status, age, or the presence of any sensory, mental, or physical handicap deny to any person the use, benefits, or services provided by Operator nor provide any use, services, or bene- fits to a person which are different or provided in a differ- ent manner from those provided to others under the same program or activity. Operator shall not adopt any rules, regulations, or practices for the operation of the Center which are discriminatory in nature. Operator further agrees that it shall not enter into any lease or license agreement respecting space in the Center without incorporating into such lease or license agreement provisions which will ensure that the use in occupancy, in the provision of neighborhood ser- vices and other benefits, will be available without regard to race, creed, color, national origin, religion, sex, marital status, age, or the presence of any sensory, mental, or physi- cal handicap. 16. Utilities. Operator shall pay all charges for water, heat, lights, power, and any other utilities which may be required or used by Operator in the use or operation of the Center, and agrees to pay the same in a timely fashion and agrees to pay the same so as to prevent any lien or shut off of service from occurring. Any deposits or other charges required by any entity furnishing such utilities shall be paid by Operator. 17. Taxes. Operator shall pay all general taxes, business taxes, and assessments levied against the Center or its operations during the term of this agreement. 18. Independent Contractor. It is agreed and understood that Operator is an independent contractor and not an employee of the City. It is further agreed and understood that Operator is not a tenant of the City. Operator shall make no claim of City employment or claim any related employment benefits from the City including, but not limited to, medical benefits, social security, and retirement. 19. Integration. This written document constitutes the entire agreement between the parties hereto. No changes or additions to this agreement shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. 20. Termination. If Operator fails to comply with any of the terms or conditions of this agreement and such noncompliance is not cured or remedied within one hundred twenty (120) days after written Notice of Noncompliance thereof by the City, Page 6 of 8 (agr/SEcntr.rp) then the noncompliance shall constitute a default under this agreement. Upon such default, the City shall have the right to terminate this agreement by written Notice of Termination to the Operator. 21. Notices. All notices and demands shall be in writing and sent to the parties hereto at their addresses as follows: TO CITY: TO OPERATOR: Richard A. Zais, Jr., City Manager Yakima City Hall 129 North 2nd Street Yakima, WA 98901 Southeast Community Center at Work, Inc. Attn: Board Chairman 1211 South 7th Street Yakima, WA 98901 or to such addresses as the parties may hereafter designate in writing. Notices and demands shall be sent by 'registered or certified mail, postage prepaid. Such notices shall be deemed effective two (2) days after mailing or on the same day if hand delivered at the addresses specified above. 22. Litigation. In the event that any suit or action is insti- tuted by either party to enforce compliance with or interpret any of the terms, covenants, or conditions of this agreement, the prevailing party shall be entitled to collect, in addition to necessary court costs, such sums as the court may adjudge as reasonable attorney's fees. The venue for any action to enforce or interpret this agreement shall lie in the Superior Court of Washington for Yakima County. 23. Supersession. This agreement supercedes all prior agreements between the parties, including, but not limited to, the agree- ment dated June 21, 1971 for the lease and operation of the Center, which agreement is hereby declared by the parties to be terminated and of no further force and effect. DATED this /rtk day of ATTEST: CITY OF YAKIMA: ity Clerk CITY CONTRACT O. B Page 7 of 8 (agr/SEcntr.rp) 1992. City Manager OPERATOR: Southeast Yakima ommunity at Work, Inc. By: Its: Page 8 of 8 (agr/SEcntr.rp)