HomeMy WebLinkAboutSenior Center AgreementAGREEMENT
UPPER KITTITAS COUNTY SENIOR CENTER
PUTNAM CENTENNIAL CENTER
THIS AGREEMENT, dated this 18th day of December 2018, is made by and between KITTITAS
COUNTY, a political subdivision of the State of Washington, hereinafter referred to as the "County" and
the UPPER KITTITAS COUNTY SENIOR CENTER (Putnam Centennial Center), a non-profit
organization under the laws of the State of Washington, hereinafter referred to as the "Center."
I . PU RPO E. The purpose of this Agreement is to provide public services which will benefit senior
citizens and others in Upper Kittitas County.
a. The County enters into this Contract pursuant to the authority granted in RCW 36.01.010 and
RCW 36.39.060, and agrees to pay the Center a sum of Nineteen Thousand Nine Hundred
dollars ($19,900.00) payable in equal monthly installments of 1/li" of the total sum in return
for the Center's services set out below.
b. In return, the Center will provide public services benefiting senior citizens and others in the
communities of Upper Kittitas County as set forth herein and consistent with the by-laws of the
Center, which states as follows;
"The purpose of the Center shall be the operation to provide a
network of services, including health, social, recreation, educational
programs and transportation for all members regardless of race,
color, creed, sex or national origin. They shall also, upon approval of
the Board of Directors, allow the Center to be used for community
activities."
2. SERVICES PROVIDED BY THE CENTER. Areas of service to be provided
by the Center, but not limited to, are the following;
a. Provision of a meeting space for AARP, County meetings and other public meetings which
affect senior citizens.
b. Serving as an Upper Kittitas County Emergency Shelter (as designated by Kittitas County Board
of Commissioners -Resolution 2007-01 ).
c . Provision of personal enrichment, fellowship and other activities for seniors.
d. Provision of a meeting place for senior networking lunches for social service agents working
with seniors in Upper Kittitas County.
e. Provision of a work space for social service agencies serving seniors when such agencies
operate in Upper Kittitas County.
f. Provision of drop-in activities for seniors.
g. Provisions for informational brochures, flyers and pamphlets about services to be made
available in the Center's magazine rack and on its bulletin board.
Upper Kittitas County Senior Center Agreement
h. Provisions for a weekly newspaper article and monthly calendar of events to be published to
keep seniors informed of scheduled events.
1. Provision of an informational network for seniors to help access services to meet their needs.
J. Provision of call-in referral services to direct callers to the appropriate agency to address the
nature of their call.
k. Provision of exercise classes, arts and craft classes, personal enrichment classes, lectures, health
care services and other activities.
L Provision of adequate space for Kittitas County to provide services as needed to Upper Kittitas
County residents. If this agreement is terminated or not renewed, the County and the Center
will negotiate an acceptable lease for the space dedicated for County use.
3. TERMS OF AGREEMENT.
a. Commencement and Renewal of Term: This Agreement shall be in effect for the period
between January 1, 2019 and ending December 31, 2019. The parties agree to meet before the
end of each calendar year to negotiate the continuation of this Agreement, unless earlier
terminated by giving Thirty (30) days written notice to the other party before December 31.
However, there is no assurance of renewing this Agreement until both parties have signed a new
Agreement.
b. Tenni..i10.tion fo r hange in Fu ndin g: If the funds upon which the County has relied to establish
this Agreement are withdrawn, reduced or limited, or if additional or modified conditions are
placed on such funding, the County may terminate this Agreement by providing at least Fifteen
(15) days written notice to the Center.
c. Termination for Convenience: Either party may terminate this Agreement for convenience
upon giving the other party at least Sixty (60) days written notice.
d. Termination for Default or Non-Performance: If either party defaults in its performance under
this Agreement, the non-defaulting party may give the defaulting party written notice that it has
Fifteen ( 15) days in which to cure the default. If the defaulting party fails to commence
correction of such non-performance within the Fifteen (15) days and fails to diligently complete
the correction thereafter, the non-defaulting party may terminate this Agreement. In the event
of such termination, the non-defaulting party shall have all rights and remedies available to it
under the law.
e. Payment f• r Authorized Werk: Upon termination for any cause, the Center will be paid for all
authorized work performed up to and including the termination date.
f. Records to be Kept. The Center shall keep adequate records to reflect the services delivered,
and such records shall be open to the County's inspection and audit.
g. County Ob ervation. The County shall have the right to observe the activities conducted in the
Center and shall have the right to determine whether said activities meet the requirements of this
contract. The Center agrees to make any changes requested by the County with respect to the
manner in which it conducts its activities and delivers its services for which it claims
reimbursement.
Upper Kittitas County Senior Center Agreement 2
h. Failure to Comp l y. Failure to comply with any of the provisions stated in this Agreement shall
constitute material breach of contract and be cause for termination.
i. Publ ,ic Record . The County respects the confidentially of information provided to the County.
However, any documents provided to the County will become County property and thus public
information. To the extent required by law, such documents may be subject to public disclosure
requirements.
4. INDEPENDENT RELATIONSHIP OF THE PARTIES.
a. The parties agree that they are independent entities organized under the laws of the State of
Washington operating pursuant to the terms and conditions of this Agreement.
b. No agent, employee, servant or representative of either party shall be deemed to be an agent,
employee, servant or representative of the other party for any purpose, and employees of one
party are not entitled to the benefits the other party provides to its employees.
c . Each party is solely responsible for its acts and the acts of its agents, employees, servants,
subcontractors, volunteers or representatives during the term of this Agreement.
d. In relation to the performance of this Agreement, neither party will hold out itself or any of its
officers, agents, employees, servants or representatives as, nor claim status as, an officer, agent,
employee, servant or representative of the other and will not claim for itself or its officers,
agents, employees, servants or representatives any rights, privileges or benefits which would
accrue to an officer, agent, employee, servant or representative of the other.
5. COMPLIANCE WITH L ·GAL REQU[REMENTS .
a. In the performance of this Agreement, each party accepts responsibility for compliance with
federal, state and local laws and regulations. The Center specifically agrees to pay any
applicable business and occupation (B&O) taxes that may be due on account of this
Agreement.
b. The County is ari equal opportunity employer. In the performance of this Agreement, the
Center will not discriminate against any employee or applicant for employment on grounds
of race, creed, color, national origin, sex, marital status, age, or the presence of any sensory,
mental or physical handicap; provided that the prohibition against discrimination in
employment because of handicap shall not apply if the particular disability prevents the
proper performance of the particular work involved.
1. Such nondiscrimination in employment shall include, but not be limited to:
employment, upgrading, demotion or transfers, recruitment or recruitment
advertising, lay-off or termination, rates of pay or other forms of compensation, and
programs for training including apprenticeships.
11. The Center shall take such action with respect to this Agreement as may be required
to ensure full compliance with local, state and federal laws prohibiting
discrimination in employment.
Upper Kittitas County Senior Center Agreement 3
c. In the performance of this Agreement, the Center will not discriminate against any recipient
of any services or benefits provided for in this Agreement on the grounds of race, creed,
color, national origin, sex, marital status, age or the presence of any sensory, mental or
physical handicap.
6. INSURANCE.
a. The Center shall procure and maintain for the duration of this Agreement, insurance against
claims for injuries to persons or damage to property which may arise from or in connection with
the performance of the work hereunder by the Center, its agents, employees, servants or
representatives.
b. The Center is responsible for maintaining the following:
l. Automobile liability insurance covering all owned, non-owned, hired and leased
vehicles with a minimum combined single limit for bodily injury and property
damage of One Million Dollars ($1,000,000) per accident. If necessary, the policy
shall be endorsed to provide contractual liability coverage.
11 . Commercial general liability insurance covering liability arising from premises,
operations, independent contractors and personal injury and advertising injury, such
coverage to be written with limits no less than One Million Dollars ($1,000,000)
per each occurrence and Two Million Dollars ($2,000,000) general aggregate.
m. Where professionals act on behalf of the Center to perform professional services
through the Center, the Center shall obtain professional liability insurance with
limits of no less than One Million Dollars ($1,000,000) per claim and One Million
Dollars ($1,000,000) policy aggregate limit.
1v. Where required, the Center shall obtain workers' compensation coverage as
mandated by the Washington State Department of Labor and Industries.
v . All insurance shall be issued by companies admitted to do business in the State of
Washington and have a rating of A-, Class VII or better in the most recently
published edition of Best's Reports.
c. Other Insurance Provisions:
i . Kittitas County shall be named as an additional insured under the Center's
commercial general liability insurance policy with respect to work performed for
the County. The Center must provide to the County a policy of endorsement as
evidence of the additional insured coverage, which endorsement must state that the
Center's insurance shall not be reduced or cancelled without Thirty (30) Days prior
written notice sent to the County by certified mail, return receipt requested.
11. The Center's insurance policies for automobile liability, professional liability and
commercial general liability shall provide, or be endorsed to provide, that the
Center's insurance coverage shall be primary insurance with respect to the County.
Any insurance, self-insurance or insurance pool coverage maintained by the County
shall be excess of the Center's insurance and shall not contribute with it.
Upper Kittitas County Senior Center Agreement 4
d. Verification of Coverage: Upon adoption of this Agreement, the Center shall furnish the
County with original certificates and a copy of any amendatory endorsements including, but not
limited to, the additional insured endorsement evidencing the Center's insurance requirements.
Certificates of insurance and policy endorsements shall be furnished and signed by a person
authorized by the respective insurance company to bind coverage on the insurance company's
behalf.
7. INDEMNIFICATION AND HOLD HARMLESS.
a. No liability shall attach to either party by reason of entering into this Agreement except as
expressly provided herein.
b. To the extent of its comparative liability, each party shall indemnify, defend and hold
harmless the other party, its departments, elected and appointed officials, agents,
employees, servants and representatives, from and against any and all claims, damages,
losses, expenses or suits, including reasonable attorney fees and costs, arising out of or
resulting from the activities or services undertaken by the Center in meeting its obligations
under this Agreement.
c. It is specifically agreed that the Center shall indemnify and hold harmless the County from
all obligations to pay or withhold federal or state taxes or contributions on behalf of the
Center or the Center's employees.
8. ASSIGNMENT.
The Center shall not assign its performance under this Agreement or any portion of this Agreement
without the express written consent of the County, which consent must be sought in writing by the
Center not less than Thirty (30) days prior to the date of any proposed assignment. The County
reserves the right to reject without cause any such assignment. If such assignment is authorized by
the County, the assignment shall include appropriate safeguards against discrimination. The Center
shall take such action as may be required to ensure full compliance with all the above provisions
concerning nondiscrimination in employment and in receipt of services or benefits provided under
this Agreement.
9. MODIFICATION AND WAIVER.
a. This Agreement may be amended, superseded, cancelled, renewed or extended and the
terms hereof may be waived, only by a written consent signed by the parties or, in the case
of a waiver, by the party waiving compliance.
b. The parties agree that forgiveness of any delay or non-performance of any provision of this
Agreement, by any party in exercising any right, power or privilege under this Agreement,
does not constitute a waiver of the provisions of this Agreement. No whole or partial
waiver on the part of any party of any right, power or privilege under specific circumstances
shall operate or be construed as a future waiver of such right, power or privilege.
c. The rights and remedies herein provided are cumulative and are not exclusive of any rights
or remedies that any party may otherwise have at law or in equity, except where this
Agreement expressly provides otherwise.
Upper Kittitas County Senior Center Agreement 5
d. Only the Board of Kittitas County Commissioners is authorized to agree to modifications on
behalf of the County.
10. DISPUTE RESOLUTION, JU RISDICTION AND VENUE.
This Agreement shall be governed by the laws of the State of Washington, both as to interpretation
and performance. In the event of a dispute regarding termination of this contract, the County and
the Center agree to resolve such dispute through mediation, if possible. In the event that mediation
is unsuccessful, the parties agree that the venue for any litigation shall lie in Kittitas County.
11. ENTIRE AGREEMENT.
The parties agree that this contract is the complete expression of the parties' Agreement and any
oral representations or understandings not incorporated herein, or any other terms not found herein,
are excluded.
12. SEVERABILITY.
a. If for any reason, any part, term or provision of this Agreement is held by a court of the
United States to be illegal, void or unenforceable, the validity of the remaining provisions
shall not be affected, and the rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular provision or part found to be
invalid.
b. If any provision of this Agreement is in conflict with any statutory provision in the State of
Washington, said conflicting provision shall be deemed inoperative and null and void as to
the extent of said conflict, and this agreement shall be deemed modified to conform to the
valid statutory provision.
c. In the event that any agency of the State of Washington or any federal agency shall issue a
formal or informal opinion declaring that this entire Agreement is unlawful or ultra vires, or
in the event that any court so rules, the Center shall, upon demand of the County, refund to
the County any payments hereunder made.
DATED this 18 th day of December 2018.
UPPER KITTITAS COUNTY
SENIOR (PUTNAM CENTENNIAL) CENTER
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Executive Director
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Uppe r Kittitas County Senior Center Agreement 6
BOARD OF COUNTY COMMISSIONERS
K1TIITAS COUNTY, WASHINGTON
ABSENT
Approved as to form:
Deputy Prosecuting Attorney
Upper Kittitas County Senior Center Agreement 7