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WOODSTOCK COMMUNITY CENTER

SHARED USE AGREEMENT

 

CITY OF PORTLAND BUREAU OF PARKS AND RECREATION,

CITY OF PORTLAND OFFICE OF NEIGHBORHOOD INVOLVEMENT AND

WOODSTOCK NEIGHBORHOOD ASSOCIATION

 

PARTIES TO THIS AGREEMENT

 

This Agreement is entered into by and between City of Portland Bureau of Parks and Recreation, (“PPR”) owner and operator of Woodstock Community Center (“WCC”), Woodstock Neighborhood Association (WNA), acting through the committee, Friends of Woodstock Community Center (FWCC), formed by the WNA to carry out the obligations assumed by this agreement and the City of Portland Office of Neighborhood Involvement (“ONI”). Collectively PPR, ONI and FWCC shall be referred to herein as the “Parties.”

 

RECITALS

 

WHEREAS, the Woodstock Community Center, was not funded for operation in Portland Parks and Recreation’s FY 2004-2005 Budget and was slated for closure;

 

WHEREAS, the Parties, Bureau of Parks and Recreation, Woodstock Neighborhood Association/Friends of Woodstock Community Center and the Office of Neighborhood Involvement have collaborated in an effort to maintain programming at the Woodstock Community Center under the terms and conditions further detailed in this Agreement;

 

WHEREAS, the Bureau of Parks and Recreation has agreed to the obligations of the agreement defined herein provided that it remains cost neutral in its involvement;

 

WHEREAS, the Parties acknowledge an existing arrangement between PPR and Portland Police Bureau, providing limited access and use of WCC, which shall continue to be in effect for the term of this Agreement;

 

WHEREAS, the Parties desire to continue this arrangement beyond the term of the agreement if the agreement is successful and if Portland Parks and Recreation can continue to make the WCC asset available; and

 

WHEREAS the Parties acknowledge that PPR and ONI's participation in this agreement is subject to Portland’s City Council annual budget process and the ongoing provision of appropriate resources;

 

NOW, THEREFORE, in consideration of the forgoing Recitals, the Parties hereto agree as follows:

 

AGREEMENT

 

1)  TERM

 

This Agreement shall commence on July 1, 2005 and end on June 30, 2008. Operation of WCC will terminate June 30, 2008 unless there is mutual written agreement to extend this agreement signed by the Parties or a new agreement is in place no later than December 30th 2007.

 

Each party shall notify one another in writing not less that 180 days before the expiry of the term of this Agreement of its desire to enter a new agreement for the shared use of WCC.

 

2)  PREMISES

 

The Premises located at 5905 SE 43rd Avenue, Portland, Oregon 97206, is more commonly known as the Woodstock Community Center.

 

3)  WNA/FWCC'S OBLIGATIONS:

 

a.  Exercise all reasonable care to keep and maintain the exterior grounds in a safe, clean, first-class condition and appearance. Care of the grounds shall include hard surface cleaning, weeding, operation of irrigation, plant cultivation, litter pickup and general maintenance on a schedule that assures a condition and appearance comparable to that previously provided by PPR.

 

b.  Exercise all reasonable care to keep and maintain the interior of the structure in a safe, clean, first-class condition and appearance. Care of the structure shall include proper maintenance of all interior finishes, furnishings, and fixtures, including but not limited to flooring, walls, cabinets, paint, interior doors, windows and lighting.

 

c.  Ensure performance of all routine custodial maintenance of the Premises including toilet and sink sanitation, garbage and recycling. Should the plumbing or other fixtures require skill or tools beyond the limit of those that the FWCC can provide, then they shall coordinate repairs with PPR.

 

d.  Replace broken fixtures with fixtures of quality equal to those existing at the commencement of the Term of this Agreement.

 

e.  Ensure replacement of all broken or cracked glass, according to standards practiced at the commencement of the Term of this Agreement with glass of quality, equal to that existing at the commencement of the Term of this Agreement. Existing standards are that glass that is pock marked but not cracked does not require replacement.

 

f.  Replace all expended or broken light bulbs with light bulbs of quality equal to or greater than existing bulbs at the commencement of the term of this Agreement. These shall be more cost efficient upgrades in places like the exit signs, toilet etc.

 

g.  Clear the sidewalks in front of the Premises of ice, snow, rubbish, debris and obstructions in a timely manner.

 

h.  Coordinate scheduling of the facility as a rental facility with PPR, to avoid conflicts of use of the space. It is anticipated, and authorized, that WNA/FWCC will rent the WCC out as a venue for events and for other uses, to raise operating funds. FWCC shall be responsible for ensuring that the facility is left in a clean and orderly fashion following all use of the facility as a rental.

 

i.  Raise funds by special activities and events to support the WNA/FWCC role in fulfilling the obligations of this agreement or other projects for the benefit of the neighborhood. Any fund raising activity held at the WCC must have approval of PPR’s Project Manager. All activities and events to be held at WCC shall be scheduled with PPR and comply with all PPR rules and regulations. WNA/FWCC will advise PPR’s Project Manager of any special activities and events intended as fundraising for WCC benefit, or PPR-involved activity, as outlined above even if held at another location.

 

j.  Provide PPR with copies of financial accounts every six months, commencing on January 15, 2006, including all income and expenses generated and spent on maintaining the facility. Other information or reports shall be submitted to PPR as requested.

 

k.  Establish a capital fund to assist PPR in major repair and maintenance at Woodstock Community Center. FWCC shall set aside five percent of gross rental revenue as capital reserve for the Premises. FWCC shall account for this set aside on its operating statements and make available this reserve for capital investments in the Premises mutually agreed to by the Parties and for no other project.

 

l.  Require all volunteers to complete PPR’s volunteer application form, insurance waiver and authorization for criminal reference check. Submit regular records of volunteer hours to PPR, not less than every 3 months. Respond to any changes in PPR’s volunteer standards as advised. The current PPR forms have been provided and are attached, for reference as Exhibit A.

 

m.  Participate in an annual (at a minimum) performance review with PPR and ONI to discuss issues of common concern, and to discuss how to address these issues. The annual meeting shall be held in January of each year. Other meetings may be called at the request of any of the parties.

n.  FWCC is authorized to contact and consult with PPR facilities maintenance supervisor Gary Devore when questions arise regarding these maintenance tasks.

 

o.  Report to PPR any damage to the facility or furnishings or missing items as a result of either rental activities or general use of the premises.

 

p.  Be responsible for agreed upon building maintenance tasks, to be carried out in accordance with guidelines provided by PPR Maintenance representative. These tasks include, but are not limited to the following:

•  Required fire inspections.

•  Appropriate and adequate custodial services

•  Required fire extinguisher inspection.

•  Necessary roof and gutter maintenance/cleaning.

•  Interior painting

•  Walkway repairs as needed (Pavers)

•  Grounds clean up i.e. litter, pruning, weeding, snow & ice removal, leaf removal

•  Annual pesticide application, if necessary.

•  Annual tree maintenance.

•  Annual fence/paving/hauling maintenance.

•  Provide house keeping guidelines to include PP&R and ONI

 

4)  ONI OBLIGATIONS:

 

a.  Rent Office Area for the term of this agreement. The Office Area shall be located in the entrance area of the Premises.

 

b.  ONI shall pay rent in the amount of $2200 in the first calendar year (due February 1, 2006, for fiscal year 2005-06). The rent shall increase in the amount of $100 per fiscal year, and be due on January 1st of each year for that current fiscal year, after this first fiscal year.

 

c.  Share use of the facilities with the Parties and public users as would be expected in a community center environment.

 

d.  Operate on the Premises in the capacity of the Office of Neighborhood Involvement, with anticipated staffing of one (1) person.

 

e.  General operating hours will be from 8:00am to 5:30 p.m. however due to the nature of the work which requires extensive field time ONI will not be required to maintain regular operating hours.

 

f.  ONI Staff will not have any direct responsibility for routine maintenance of the WCC. Staff will maintain at all times a reasonable level of orderliness and cleanliness in their Office Area.

 

g.  ONI Staff will use normal procedures to request use of all programmable (or other) spaces as needed. PPR programs will have first priority to utilize this space.

 

h.  ONI staff will be responsible for following opening and closing procedures including deactivating the alarm system if the facility is occupied and securing and activating the security alarm system at the facility when leaving if a representative from PPR and/or an authorized representative from WNA/FWCC are not present.

 

i.  Participate in an annual (at a minimum) performance review with PPR and FWCC to discuss issues of common concern, and to discuss how to address these issues. The annual meeting shall be held in January of each year. Other meetings may be called at the request of any of the parties.

 

5)  PPR OBLIGATIONS:

 

a.  Provide keys and security code access to all appropriate ONI staff and WNA/FWCC authorized representatives. PPR shall at its discretion determine the number of keys and access codes permissible at any point in time.

 

b.  Maintain all building safety systems, including locks and security systems except when WNA/FWCC or ONI incurs additional costs due to the improper use of these systems.

 

c.  Set aside any excess revenue from programming delivered at the site to subsidize the cost obligations taken on by PPR as part of this section (5) for any major repair and replacement that may be required at WCC by the terms of this Agreement.

 

d.  Provide WNA/FWCC and ONI with copies of financial accounts (CARS and MS 2000 reports) every six months, commencing on January 15, 2006, including all income and operating expenses for the facility.

 

e.  Major repair and replacement of the following building elements and systems: roof, siding, windows, exterior doors, exterior paint, masonry, HVAC, rough electrical, rough plumbing, except where repair or replacement of these building elements and systems are the result of any direct actions of FWCC/WNA and its use. PPR in its sole discretion will make decisions regarding these building elements in accordance with its established standards. Any information that WNA/FWCC would like to have regarding the repair and/or maintenance of the facility will be shared in a timely way.

 

f.  Manage scheduling of programmable spaces.

 

g.  Provide an appropriate level of staffing at the center, which shall be coordinated and communicated with WNA/FWCC. Staffing shall be to provide for programming of recreation and enrichment services to the general public and manage programs including but not limited to planning/developing, scheduling, marketing/promoting programs, registering participants, recording and collecting fees and other related tasks. PPR shall have authority on any dispute with respect to the appropriate level of staffing.

 

h.  Provide maintenance services when requested by WNA/FWCC. PPR to be reimbursed by WNA/FWCC the total cost of services provided. Provide WNA/FWCC with a quoted estimate of the services to be provided when circumstances allow.

 

i.  Pay all program and operation costs including but not limited to instructor’s compensation, materials, supplies, PPR staff, marketing expenses, refuse collection, utilities and servicing of PPR office equipment.

 

j.  Maintain required documentation at PP&R headquarters for volunteers who volunteer at the Premises.

 

k.  Participate in an annual (at a minimum) performance review with PPR and FWCC to discuss issues of common concern, and to discuss how to address these issues. The annual meeting shall be held in January of each year. Other meetings may be called at the request of any of the parties.

 

6)  RIGHTS RESERVED BY PPR:

 

Portland Parks and Recreation retains the following rights:

 

a.  Enter onto the Premises at any time for the purpose of inspecting, monitoring and protecting its assets.

 

b.  All ownership and right of possession to the Premises.

 

7)  EARLY TERMINATION OF AGREEMENT:

 

a.  All parties (ONI, WNA/FWCC and PPR) may terminate this agreement by written Agreement, with 60 days notice, for any reason deemed appropriate in their respective discretion.

 

b.  PPR may terminate this Agreement without notice immediately should the WCC become uninhabitable or unusable as the result of any adverse circumstances for example: damage by fire or flood. PPR may make this determination at its sole discretion.

 

c.  Any of the Parties may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination, however, the party seeking the termination shall give to the other party written notice of the breach and of the party’s intent to terminate. If the party has not entirely cured the breach within fifteen (15) days of the notice, then the party giving the notice may terminate the Agreement at any time thereafter by giving a written notice of termination. All Parties will be notified in the event of a termination for breach.

 

8)  INDEMNIFICATION:

 

The WNA/FWCC shall hold harmless, defend, and indemnify PPR and PPR’s director, officers, agents and employees against all claims, demands, actions, and suits (including all attorney fees and costs, including on appeal) brought against any of them arising from the WNA/FWCC’s volunteer work or purchased services under this Agreement.

 

9)  ALTERATIONS AND IMPROVEMENTS:

 

ONI and WNA/FWCC shall notify PPR of any proposed alterations or improvements that may affect the permanent structure of the WCC, any proposed changes that may require potential future maintenance or operating expense by PPR or any proposed changes in policy or procedures affecting public use of the WCC. Such improvements or changes shall not be undertaken without prior written approval of Portland Parks and Recreation. Any improvements by the WNA/FWCC that attach to the facility shall become the property of PPR.

 

10)  HOURS OF OPERATION & RENTAL SUPERVISION:

 

PPR will establish and shall jointly coordinate with WNA/FWCC hours and days during which the WCC shall operate. The WNA/FWCC shall maintain an attendant on site during all uses of WCC organized and/or sponsored by WNA/FWCC.

 

11)  USE OF PREMISES:

 

a.  No smoking is allowed inside the WCC.

 

b.  Wine and canned or bottled beer may be used on the Premises, only if the Party bringing it complies with all OLCC requirements, and provides insurance and indemnification coverage for the City per the terms of this Agreement. No hard liquor or kegs shall be allowed at WCC.

 

c.  No pets are allowed inside the WCC except for guide or assistance animals actively engaged in providing service to physically challenged persons. Pets outside must be on a leash at all times.

 

d.  Use of candles must be carefully monitored. Candles must be in holders that prevent wax from dripping on surfaces.

 

e.  No personal use of the Facility.

 

12)  MAINTENANCE OF RECORDS:

 

The WNA/FWCC shall keep accurate and sufficient records of all business transactions relating to this Agreement and WNA/FWCC’s use of WCC, and such records shall be available for inspection by any authorized representative of PPR at all reasonable times.

 

13)  USE OF RECEIPTS AND EARNINGS:

 

a.  None of the receipts from the WNA/FWCC’s operation of the WCC or any concessions therein shall be distributed to the members, officers or trustees of the WNA/FWCCs, except as reasonable compensation for services directly rendered in the operation or maintenance of WCC or the facilities therein or for reimbursement of goods or materials actually furnished by the WNA/FWCC for use in the operation or maintenance of the WCC or the facilities therein. The members, officers or trustees of the WNA/FWCC shall not receive compensation for their services as such but only for direct services rendered in connection with the operation or maintenance of the WCC or the facilities therein.

 

b.  No part of the earnings from the operation of WCC shall inure to the benefit of any private individual or person. No part of any revenue from the operation of WCC shall be used to finance any proposed election or otherwise attempt to influence legislation nor shall the WNA/FWCC or any person use such revenue to participate in any political campaign on behalf of any candidate for public office or any issues presented to the public at any election.

 

14)  PROJECT MANAGER

 

PPR and ONI have assigned a Project Manager to assume day to day authority and responsibility defined per the terms of this Agreement. Project Managers are:

 

For PPR:

Lisa Turpel

Manager, Workforce & Community Alliances

Portland Parks and Recreation

1120 SW Fifth Avenue

Portland, OR 97204

503-823-6972

lturpel@ci.portland.or.us

 

For ONI:

Amalia Alarcon-Gaddie

Neighborhood Resource Center Manager

Office of Neighborhood Involvement

1221 SW 4th Ave, Room 110

Portland, OR 97204

503-823-5542

aalarcon@ci.portland.or.us

 

For WNA/FWCC

Lonnie L. Port – FWCC Contact

4007 SE Reedway Street

Portland, OR 97202

e-mail: llp@owdd.com

503-774-2619

 

15)  NOTICE

 

Any notice provided for under this Agreement shall be sufficient if in writing and delivered personally to each Party, to the following addressees or deposited in the United States Mail, postage prepaid, first class mail, addressed as follows, or to such other address as the receiving party hereafter shall specify in writing:

 

If to the CITY:  

Director

Portland Parks and Recreation

1120 SW 5th Avenue, Room 1302

Portland, OR 97204

 

If to WNA/FWCC:

 Mark Perin  

President

Woodstock Neighborhood Association

5905 SE 43rd Avenue

Portland, OR 97206  

 

If to ONI

Amalia Alarcon-Gaddie

Neighborhood Resource Center Manager

Office of Neighborhood Involvement

1221 SW 4th Ave, Room 110

Portland, OR 97204

 

 

 

 

 

16)  LIABILITY INSURANCE

 

a.  The WNA/FWCC shall maintain public liability insurance through its fiscal agent – Southeast Uplift. The insurance shall provide coverage that protects the WNA/FWCC and PP&R and their officers, agents, and employees from any and all claims, demands, actions, and suits for damage to property or personal injury, including death, arising from the WNA’s work under this Agreement. The insurance shall provide coverage for not less than $200,000 for personal injury to each person, $500,000 for each occurrence involving property damage; or a single limit policy of not less than $500,000 covering all claims per occurrence. The limits of the insurance shall be subject to statutory changes as to maximum limits of liability imposed on municipalities of the State of Oregon during the term of the Agreement. The insurance shall be without prejudice to coverage otherwise existing and shall name as additional insureds the City of Portland and its officers, agents, and employees. Notwithstanding the naming of additional insureds, the insurance shall protect each insured in the same manner as though a separate policy had been issued to each, but nothing herein shall operate to increase the insurer’s liability as set forth elsewhere.

 

b.  The WNA/FWCC shall maintain on file with the PP&R Property Manager a certificate of insurance from an A-Rated Admitted or Surplus Line carrier, certifying the coverage required under subsection a. The adequacy of the insurance shall be subject to the approval of the City Attorney. Failure to maintain liability insurance shall be cause for immediate termination of this Agreement by the City.

 

c.  FWCC is responsible for all aspects of the facility while under its management in accordance with the terms of this Shared Use Agreement. It is advised that FWCC require all tenants to cover FWCC, its officers, agents and employees as additional insured under General Liability insurance, but regardless of whether this is done, FWCC shall maintain its own Liability Insurance in compliance with this section.

 

17)  WORKERS' COMPENSATION INSURANCE

 

a.  The WNA/FWCC does not plan to have paid workers or employees. Most of its obligations under this agreement will be performed by volunteers who will be covered by insurance from Southeast Uplift. In the event that WNA/FWCC contracts for services to perform any of its obligations under this agreement, WNA/FWCC agrees to require that the party providing services has obtained and maintains workers’ compensation coverage, either as a carrier-insured employer or a self-insured employer, as provided by Chapter 656 of the Oregon Revised Statutes. An in-force certification of insurance, or copy thereof, shall be provided to the PPR Property Manager at all times.

 

b.  In the event the FWCC hires an outside group, organization – that party will have in place and maintain workers' compensation insurance coverage expires during the term of this Agreement, the Contractor agrees to timely renew its insurance, before its expiration, either as a carrier-insured employer or a self-insured employer as provided by Chapter 656 of the Oregon Revised Statutes, and the WNA/FWCC agrees to provide PPR with such further certification of workers' compensation insurance as renewals of said insurance occur.

 

18)  SUBCONTRACTING:

 

WNA/FWCC shall not have work performed by outside firm under this Agreement, in whole or in part, without the written approval of PPR. WNA/FWCC shall require any approved subcontractor (outside firm) to agree, as to the portion subcontracted, to fulfill all obligations of the WNA/FWCC as specified in this Agreement. Notwithstanding PPR approval of a subcontractor, the WNA/FWCC shall remain obligated for full performance hereunder, and PPR shall incur no obligations to the WNA/FWCC hereunder. WNA/FWCC agrees that if subcontractors (outside firm) are employed in the performance of this Agreement, WNA/FWCC and its subcontractors (outside firm) are subject to the requirements and sanctions of ORS Chapter 656, Workers Compensation.

 

Subcontractors or concession operations, if any, must demonstrate in writing that they possess or are exempt from possessing a City of Portland business license.

 

19)  REPRESENTATION OF PARTNERSHIP

 

PPR and WNA/FWCC shall endeavor to acknowledge their relationship in any publication, media representation or other advertising relating to the WCC. In order to comply with this section, WNA/FWCC should include the official logo of Portland Parks and Recreation and the slogan “Healthy Parks Healthy Portland”, or other slogans as developed from time to time. The WNA/FWCC should work with the PPR Project Manager to get examples of this logo or other materials. WNA/FWCC should supply similar logos or slogans as appropriate

 

20)  ASSIGNMENT:

 

No Party to this Agreement has any right to assign this Agreement, in whole or in part, or any right or obligation hereunder.

 

21)  INVENTORY:

 

Furnishings, equipment and supplies belonging to WCC are listed on the attached Exhibit B and referred to as the Inventory. The Inventory is the property of PPR.

 

Any inventory damaged or missing during a particular Party’s use of the Premises shall be immediately repaired or replaced by that Party. Any costs for repair or replacement of damaged or missing Inventory that cannot be attributed to a certain Parties use, will be shared as agreed by the ONI and WNA/FWCC.

 

At the termination of this Agreement, it is agreed that the Inventory as attached will be evaluated and any missing or damaged items will be repaired or replaced as outlined above, except for any consumables that may have been subject to ordinary wear and tear.

 

 

IN WITNESS WHEREOF, ONI, WNA/FWCC and PPR have executed this Agreement in quadruplicate on the day and year first herein written, a corporate signature of WNA/FWCC being by authority of its Board of Directors and signatures of PPR and ONI being by authority of the Portland City Council.

 

For WNA/FWCC: Woodstock Neighborhood Association / Friends of Woodstock Community Center

 

________________________          _______________

Mark Perin                Date

WNA President

 

 

For ONI: City of Portland Office of Neighborhood Involvement Southeast Portland Neighborhood Services Office (SEPNS/ONI)

 

_________________________          ________________

Tom Potter                Date

Mayor

Commissioner of the Office of Neighborhood Involvement

 

 

For PPR: City of Portland Bureau of Parks and Recreation (PPR)

 

 

________________________          ________________

Dan Saltzman                Date

Commissioner in Charge of Parks & Recreation

 

 

APPROVED AS TO FORM

 

 

________________________

Chief Deputy City Attorney