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RES 86-07 SENIOR COMMUNITY CENTERRESOLUTION NO. 86-07 A RESOLUTION AMENDING RESOLUTION NO. 84-4, A RESOLUTION ESTABLISHING GOALS FOR THE DEVELOPMENT AND OPERATION OF THE SENIOR/COmmUNITY CENTER. WHEREAS, the Council of the City of Winslow believes it to be in the best interest of the City of Winslow to amend the "Facilities Use Agreement and Lease" with BISCC; and WHEREAS, BISCC Feels the addition currently under construction is adequate for their short term Senior/Community Center needs; and WHEREAS, BISCC is incorporated as a non-profit corporation of Washington State; THE CITY COUNCIL OF THE CITY OF WINSLOW, WASHINGTON, HEREBY RESOLVES AS FOLLOWS: 1. That Section 2, Resolution No. 84-4 be amended to read as follows: 2. The City of Winslow enter into agreement with the Bainbridge Island Senior/Community Center for the use, maintenance and scheduling of the City-owned house and property located at 370 Bjune Drive SW, Winslow, Washington. Agreements titled as follows: "Facilities Use Agreement and Lease" dated 2/14/85, and the amendment entitled "Amendment to Facilities Use Agreement and Lease" dated 2/6/86. These two agreements are attached and marked as Exhibit I. RESOLVED BY THE CITY COUNCIL OF THE CITY OF WINSLOW, WASHINGTON, THIS 6th DAY OF February , 1986. ATTEgT: ibONNA J~AN~UXTON Clerk/Treasurer ALICE B. TAWRESEY Mayor 0045.00002 WDT:jt 01/23/86 RESOLOT1CN NO. 86-07 "EXHIBIT I" This exhibit consists of: 1) Facilities Use Agreement and Leas, 2) Amendment to Facilities Use agrecn~_nt and Lease AMENDMENT TO FACILITIES USE AGREEMENT AND LEASE THIS AGREEMENT amends the Facilities Use Agreement and Lease entered into between the City of Winslow, Washington, and the Bainbridge Island Senior/Community Center on the 14th day of ~:~pLARv , 1985. WHEREAS, the undersigned parties entered into a Facili- ties Use Agreement and Lease covering certain property located at 370 Bjune Drive S.E. in Waterfront Park, Winslow, Washington, and WHEREAS, Paragraph 2 of that agreement referenced the construction of an annex which was to be substantially similar to a proposal depicted on Exhibit B to the above-referenced agreement, and WHEREAS, BISCC desires to construct an annex which is substantially different than previously intended and the City has approved of the revised plans, now, therefore, IN CONSIDERATION of mutual benefits the parties agree as follows: 1. The Facilities Use Agreement and Lease entered into between the parties on the l~th day of FF~R[IARY , 1985, is hereby amended by substituting for the Exhibit B incorporated in the above-referenced agreement that certain plan attached to this amendment, labeled Exhibit B and incorporated herein by this reference. 2. Nothing herein shall be deemed to affect any of the other provisions of the above-referenced Facilities Use Agreement and Lease and the terms thereof shall continue in full force and effect. CITY OF WINSLOW, WASHINGTON Mayor Alice B. Tawre~3y BAINBRIDGE ISLAND SENIOR/ COMMUNITY CENTER STATE OF WASHINGTON ) COUNTY OF KITSAP ) I certif. y that I know or have satisfactory evidence that "~ · ," / ~_- . .,- ,P signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the .r :,., .... · ..... i of Bainbridge island Senior/Community Center to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED this .~ :-~ day of ~Cl,:, ~_~.., , 19S6. NOTARY PUBLIC in and,_for the S. tate ~'of Washington, residing at /!~M.'~.-.~ J~. My appointment expires i ~'~.,~-7 -, STATE OF WASHINGTON ) ) ss. COUNTY 0F KITSAP ) I certify that I know or have satisfactory evidence that Alice B. Tawresey signed this instrument, on oath stated that she was authorized to execute the instrument and acknowledged it as the Mayor of the City of Winslow to be the free and voluntary act instrument. DATED this /F~.day of of such party for the uses and purposes mentioned in the ~ , 198~. My appointmeBt expires /TF~? WDT :j t l/2S/s5 ,- RESOLUTION NO. 86-07 EXHIBIT "I" Consists of 1) Facilities Use ~ree ' and Lease FACILITIES USE AGREEMENT AND LEASE 2) Amendment to Facilit Use Agreement & Lea AGREEMENT made this day between the City of Winslow, Washington, (hereafter referred to as "City") and the Bainbridge Island Senior/Community Center (hereafter referred to as "BISCC"). For and in consideration of mutual benefits in the covenants and promises contained herein and in consideration of services to be provided by BISCC to the City, the parties agree as follows: 1. Lease. The City agrees to lease, and BISCC agrees to rent certain property located at 370 Bjune Drive S.E. in Water- front Park, Winslow, Washington on the terms and conditions set forth herein. The legal description of the property is set forth in Exhibit "A" attached hereto and incorporated by this reference as if set forth in full. There shall be no monetary rent. Consideration for this lease shall be, in part, services to be provided by BISCC. 2. Term. The lease term shall be for a period of five years from the date of execution of this lease; provided however, that the parties acknowledge BISCC's intent to construct an annex to the present single-family structure. In the event BISCC com- pletes said annex and receives a final occupancy certificate within said five year term, the parties agree that the term of this lease shall be 30 years from date of execution of this lease. The annex should be substantially similar to the proposal depicted on Exhibit B, attached hereto by this reference. After said five year term, or in case the annex is com- / pleted as specified above, after the 30 years term, the parties may agree to extend this lease for an additional 30 years. 3. Utility Charges. The City is responsible for water and sewer utility charges. 4. Maintenance. BISCC agrees to provide normal and routine maintenance of the premises and effect any and all necessary repairs. The City may make such capital improvements consistent with BISCC's intended use, as the City in its sole discretion shall determine. This paragraph is subject to arbitration as provided in paragraph 13. 5. Insurance. The City shall provide public liability, fire and property damage insurance for said premises. BISCC agrees to indemnify, defend and hold harmless the City from any and all claims not otherwise insured under this paragraph, arising out Of BISCC's activities and programs conducted on or about the premises, including claims made by BISCC's employees, unless such claims arise solely from the negligence of the City. / 6. Personal Property. All personal property on the pre- mises shall be at the sole risk of BISCC. BISCC shall obtain appropriate insurance for their personal property. The City shall not be liable for any damage, either to persons or pro- perty, sustained by BISCC, its employees or others caused by any defects now in said premises or hereafter occurring therein, or due to the building in which the leased premises are situate, or any part or appurtenance thereof. 7. Construction. It is anticipated by the parties that further improvements will be made to the premises including con- struction of an annex to the premises. BISCC agrees to plan, build and fund improvements and the additiol~s to the premises to serve the needs of senior citizens. All plans for construction of the annex must be approved in advance by the City. 8. Senior Programs. BISCC agrees to provide and augment the activities of the City to provide varied services and pro- grams for senior citizens based on need. The parties agree that it is to the mutual benefit of both parties to have BISCC plan and program said activities rather than the City establishing a separate program of its own due to the economies and efficiencies that may be achieved by such mutual cooperation between the parties. 9. Scheduling. BISCC shall be responsible for scheduling of the use of the annex by community groups and individuals. Any fees to be charged must go exclusively to pay for administration, maintenance and operation of the premises. In partial considera- tion for the terms of this agreement, BISCC agrees to provide space in the facility when requested by the City at no cost to the City, provided that said use does not interfere with previously scheduled use of the facilities. 10. Liens. BISCC agrees that under no circumstances will it permit any liens for work performed, materials furnished or other obligations incurred by BISCC to be placed on said premises and agrees to indemnify, hold the City harmless and pay any and all costs incurred by the City in removing said liens or encum- brances, including a reasonable attorney's fee. - 2 - 11. Sublease. BISCC shall not without the written consent of the City or City's agent, let or sublet the whole or any part of the subject premises, nor assign this lease or any part thereof, and agrees and stipulates that a material consideration for the execution of this lease is its personal acceptance of BISCC as lessee. This section shall not be'construed to prevent BISCC from allowing community groups and individuals from using the premises for particular events and activities. 12. Destruction of Premises. In the event the premises are destroyed or damaged by fire, earthquake or other casualty to such an extent as to render the same untenable in whole or in a substantial part thereof, and after the happening of any such contingency, BISCC shall give City or City's agents immediate notice thereof. It shall be optional with the City to rebuild or repair the same. City shall have not more than sixty (60) days after date of such notification, to notify BISCC in writing of City's intentions to rebuild or repair said premises, or the part so damaged as aforesaid,/ and if City elects to rebuild or repair said premises, City shall prosecute the work of such rebuilding or repairing without unnecessary delay. 13. Default. If BISCC or the City shall violate or default in any of the covenants and agreements herein contained, then the other party may cancel this lease upon giving notice to the other party. BISCC shall be also considered in default if it violates any of the articles of incorporation and/or bylaws attached hereto as Exhibit "C". In the event BISCC allegedly violates any of its articles of incorporation and/or bylaws as set forth on Exhibit "C", and the parties cannot agree, the matter shall be submitted to an arbitration committee coinposed of a member of BISCC, a member of the City Council and a third person agreed upon by the other two members. The decision of the Committee shall be final. 14. Attorneys' Fees. If by reason of any default on the part of BISCC in the performance of any of the ~rovisions of this lease~ it becomes necessary for the City to employ an attorney, BISCC agrees to pay all costs, expenses and reasonable attorneys' fees expended or incurred by the City in connection therewith, if the court hearing the matter determines in its discretion that City should be entitled to reimbursement for said fees, costs and expenses. The amount to be paid by BISCC in such event shall be determined by the Court. 15. Non-Waiver of Breach. The failure of the City to insist upon strict performances of any of the covenants and - 3 - agreements of this lease, or to exercise any option herein con- ferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such provision, or any other force and f 16. Re-entry Rights. In the event of any entry in, or taking possession of, the leased premises as aforesaid, the City shall have the right, but not the obligation, to remove from the leased premises all personal property located therein, and may place the same in storage in a public warehouse at the expense and risk of the owners thereof. 17. Authority. BISCC warrants they are legally and pro- perly organized under the laws of the State of Washington for non-profit corporations and that the representatives of BISCC signing this lease are legally authorized to so sign and bind BISCC accordingly. 18. Arbitration Limited. The arbitration provision of paragraph 13 shall be limited to the alleged violation of BISCC's Bylaws and maintenance obligations as provided in paragraph 4. No other clause or paragraph of this agreement shall be subject to arbitration. 19. Non-Employees. It is hereby understood and agreed that neigher BISCC or any of its officers, agents or employees are to be considered as City employees or officials for any purpose whatever. ' ATTEST: CITY OF WINSLOW, WASHINGTON ~NN~~O~~LERK By: ~Li~CE~' STATE OF WASHINGTON ) ) sso COUNTY OF KING ) BAINBRIDGE ISLAND SENIOR/ COMMUNITY CENTER Title duly commissioned and sworn, personally appeared ALICE TAWRESEY and DONNA JEAN BUXTON, to me known to be the Mayor and City Clerk of the CITY OF WINSLOW, Washington, the municipal corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said - 4 - municipal corporation, for the uses and purposes therein men- tioned, and on oath stated that they were authorized to execute said instrument and that the seal affixed is the official seal of said municipal corporation. WITNESS my hand and official seal hereto affixed the day and year first above Na~te. ~ written. ~ ~/~~ STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) undersigned, a Notary Public in~the State me and to me known to be the and , respectively, of the Bainbridge Island Senior/Community Center, the corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that hey are authorized to execute the said instrument and that the seal affixed is the corporate seal of said corporation. WITNESS my hand and official seal hereto affixed the day and year first above written. - 5 - BY-LA?jS of BAiKBRIDGE ISLAND SENIOR/C0.MMUP~iTY CEiQTER A Washington Non-Profit Corporation Bainbridge Island Senior/Community Center is an organization designed to serve the needs of older men and women of 3ainbridge Island. it is located on park property owned by the City of ?°inslow. Though the remodelled house is reserved for seniors, any addition shall be shared with community groups and individuals, at a cost fee, when not being used for senior programs. ARTICLE I M~BERSHIP Section 1. QUkLIFICATION FOR MEMBERSHIP Membership shall be open to any person 55 years of age or older, regardless of race, color, creed or religion who shares the aims, ideals and purposes of BISCC as set forth in the Articles of incorporatio and whose name has been entered on the me~:jD,ership rolls of BISGC by pa3~ent of dues set by the Board of Directors. Each member in good standing shall be entitled to one vote at all meetings. Section 2. AUTHORITY OF MEMBERS Although the ultimate decision making luthority of the corporation is lodged with the Board of Directors, the 'advice, opinion and preferences of the full membership will be sought and followed by the ioard to the maximum extent possible. ARTICLE II ~EMBERSHIP MEETI~GS Section !. PLACE AND TIME OF A~EETING rgembership meetings may be held at the registered office of BISCC, except as may be designated in the notice of the meeting, during the second week of January and September. Section 2. ANT~UAL MEETINGS The amnua~ me~ting sh~!l be held 'on ~e second Monday in D~ay, ~t v:hich ti~e'there shall be elected by ~he members of BiSCC, Zke ~oard cf Directors for t?.e ensuing year. The nonbets shall transact such other By-Laws-BISCC Page 2 business as shall properly come before them. If the meeting day in any year f~]ls on a holiday, the regular aNnUal meeting of the members for such year shall be held on the next 6usiness day thereafter. Section 3. SPECIAL ~EETINCS Special meetings of the members may be called at any time ~b~.tb~ president, two directors or three members for the purpose of adding members, eliminating members, or making recommendations to the Board regarding corporate affairs. Section 4. NOTICE OF MEETINGS A notice stating the time and place of membership meetings shall be posted on the bulletin board at the Center, and mailed, postage prepaid, to each member at the address shown in the records of the secretary, at least ten days prior to the meeting. Written notice stating the time and place of a soecial meeting shall be posted on the bulletin board at the Center, and mailed not less than five days, or notice by telephone 24 hours prior to such special meeting time. Section 5 C.'UORUM At any meeting of the membership, of which notice was. _proyided__a_~s given in Section 4 hereof, twenty-five percent (25) of the me~bersh__ip shail~'~ons~i{~e a quorum for the tranSaCtion o_f busine_ss_.h._ _E_o pf~ici_al business can be conducted at either of these meetings without a quorum present| a meeting may be adjourned to another date, and if a quorum is then present, official business may be conducted. Section 6. ORDER OF BUSINESS The following order of business shall be observed at all meetings Of the members as far ~s practicable, viz, 1. Calling the roll. 2. Reading, correcting and approval of minutes of previous meetiK 3. Reports of officers. Reports of committees. 5. Election of directors. 6. Unfinished business. 7. New business. ~ection 7. RULES OF OFFER '. The rules contained in Robert's Rules of Order s~all govern this corporation in all cases to which they are applicable, and in which they are not inconsistent with the Ey-Laws of BISCC. By-Laws BISCC Pa~e 3. Section 8. ADJOURN~EDjT An annual or special meetin~ o.f members may be adjourned from day to day or to a designated date and time by majority vote of the members present. No notice of adjournment need be given to absent members. ARTICLE III DIRECTORS Section 1. POWERS AND DUTIES The business and Elfairs of the corporation shall be managed and ell corporate powers shall be exercised by or under the diredtion of the Board. The Board may delegate the m~nagement of day-to-day operation to a m~nagement committee or co~=mittees, each consisting of at least one director, and such committees shall report to the Board. Section 2. Nb~BER AND QUALIFICATION The authorized number of directors of BISCC shell be ten members, including the elected officers, and in addition, not more than five directors (who need not be members of EISCC) may be elected by the Boardl Section 3 ELECTION AND TENURE CR OFFICE The directors shall be elected by the' membership at the first meeting of the corporation following the adoption of these By-Laws for a period of two years, (one half of those persons whose names shall be chosen shall serve for only one year) in such a manner that after the first election, one-half of the directors shall be elected at each annual meeting. Each director, including one elected to fill a vacancy, shell hold office until the amnu~l meetingS/at which his/her term of office expires. Section 4. VACANCIES Vacancies on the Board of Directors may be filled by a majority of the remaining directors and each director so elected shall hold office until the next annual meeting. ARTICLE IV ~,~EETI]'~dS OF DIRECT6RS Section i 'PLAC'E A~D Ti~TE OF ~qEETiIqCS .~'.eetings of the Board may be held at the BISCC Center or a~y choser location on Bainbridge island on the second rj. onday of each m. onth. By-Laws BISCC ? age 4 Section 2. ArI,iUAL REGLrLAR ORGANIZATION k'.EETINGS The amnual organization meeting of the .Board of Directors shall be held i~mediate!y following the adjournment of the annual meeting of the members. Section 3. SPECIAL ME~LTINGS Special meetings of the Board of Directors for any purpose zay be called by the president or any two directors. Special meetings of the Board shall be held upon five (5) days written notice by mail o r forty-eight (48) hours notice delivered personally or by telephone. Section 4. QUCR~4 At any meeting of the Board of Directors or special meeting as noted in Section 3 hereof, eight (8) directors shall constitute a quorum for ~he transaction of business. Section 5 ~_DJOURM~fENT Any meeting of the Board of Directors may be adjourned from day to day or to a designated date and time by majority vote of members present rio notice of adjourmment need be g~iven to absent members. ARTICLE V OFFICERS Section i OFFICERS The officers of BISCC shall be a president, vice president, a secretary and a treasurer. BISCC may also have, at the discretion of the Board an additional vice president, corresponding secretary or assistant treasurer. Section 2. ELECTION APeD TE~ OF OFFICE The officers shall be elected by the members attending the annual meeting from the candidates proposed by the nominating committee. Each officer shall ~old office until he resigns, is removed or otherwise disqualified or unable to serve, or until his successor is elected and qualified at the next annual meeting. Section 3. DUTIES OF CFFICERS ,. (a) The president shall preside at all.~etipgs of'B[SCC~ shall bg ' subject to cbntrol of the Board of Directors and have general supervision direction and control of the business and officers of ~ISCC~ may preside / 2y-Laws BISCC Page 5 at meetings of the Board: shall appoint chairspersons of committees with the approval of the majority cf the Board and be an ex officio member of all standing committees. (b) Vice President. In the absence or disability of the president the vice president or first vice president shall p~rfo~m all the duties of the prepident, 'and have such other powers and perform such other duties as may be prescribed by the Board of Directors. (c) The secretary shall keep a book of minutes at the Center, or such other place as the Board may order, of all meetings of directors members, with time and place of holding, whether re~u!ar or special, and if special, how authorized, notice thereof given~ and the n~es of those present~ at directors' meetings and the proceedings thereof. The secretary shall' also keep a register, showing the names and addresses of the members~ and shall give notice as provided in Article II, Section 4 hereof. (d) The Treasurer shall keep and maintain adequate and correct accounts of the properties and business transactions of BISCC, includ- ing accounts of iis liabilities, receipts, ~isbursements, losses and capital. The books of account shall at all. reasonable times be open to inspection by a director, or any member. and shall make reports to the State of Washington, the IRS or ~ther goverr~mental agencies as required. The Treasurer shall deposit all moneys, except for petty cash of $25.00, and Gift Shop petty cash of $25.00 and other valuables in the bank and to the credit of BISCC with such depositaries as may be designated by the Board. The treasurer Shall disburse funds as may be ordered by the Board of Directors, shall render to the president and directors whenever ihey request it, an account of all transactions as treasurer and of the financial condition of BISCC and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws. ARTICLE VI .~2~qEr~D~EI'~T TO BY LA?:S Section 1..-' .~"~EEDME!~TS BY DIRECTORS The Eoard of Directors may adopt or ament any of these By-la?,'s by a majority vote of the members at any meeting, provided the text of the intended. qhange is included in the notice of the meeting. Such Page 6 ~.mendments become effective as soon as they have been passed, or as otherwise specified in the amendment. Section 3. RECORD CF '~'~henever an amendment or new By-Law'is adopted it shall be copied and placed in the ?~inute Book with the original By-Laws in the appropria' place. If any Ey-Law is repealed, the fact of the repeal with the date of the meeting at which such action was taken shall be set forth in the ~inute. Book. ARTICLE VII CO~C,:ITTEES There shall be an Executive Committee consisting of the elected officers of BISCC; nzme!y the president, vice president(s) secretary and treasurer..' A nominating com~mittee, consisting of three members elected by the membership two months prior to the first annual meeting, and there- after at the annual meeting, for the purpose of obtaining candidates for directors to be elected at the next annual meeting. An auditing committee, consisting of two persons elected by the membership at the annual meeting shell examine the books and vouchers of the treasurer, and certify at the srnnusl me'eting that the treasurer's report is correct, and that the balance on hand is $ , (stating the s_mount on hand). The n~mber of perre. anent committees and ~the duties of each may be set forth and/or revised from time to time by ihe Board of Directors. These cor~mittees may bring their opinions, advice or preferences to the Board for their consideration. These initial committees are as follows: Building Finance Operations Publicity r, Cembership ARTICLE VIII ?,CAEAGER A manager of t~e Ce.n~er shall be appointed by and contracted with the ~o'ard of'DireCtors, ~jhose duties shall be to manage the Center and its programs, to keep the Center opena at' specified times, to attend and report to Board meetings, and to perform such other duties as are out- lined in the contract made with the Board. BY-LAi':S ~=ISCC Fage ? ARTICLE II .~.ENDMENTS TO ARTICLES OF iNCORPORATION The articles of incorporation of this corporation may be ~mended by the Board of Directors only in accordance with any applicable sections of the 'Washi ~gton Non-profit Corooration Act ~nd amendments thereto. The foregoing BY-Laws were adopted by the Board of Directors of EAINBRIDGE ISL.~ND Sz'~'IOR/CIS~UNITY CENTER on this ~;r- day Of /~?/-r>/~ ,198A~. / Fresident Secretary