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HomeMy WebLinkAboutDoc 481 - La Pine Comm Kitchen Operating AgrmtDeschutes County Board of Commissioners 1300 NW Wall St., Suite 200, Bend, OR 97701-1960 (541) 388-6570 - Fax (541) 385-3202 - www.deschutes.org AGENDA REQUEST & STAFF REPORT For Board Business Meeting of July 14, 2010 Please see directions for completing this document on the next page. DATE: July 7, 2010 FROM: Judith Ure Administrative Services 541-330-4627 TITLE OF AGENDA ITEM: Authorization of County Administrator's signature on document 2010-481, operating agreement between Deschutes County and the La Pine Community Kitchen. PUBLIC HEARING ON THIS DATE? No. BACKGROUND AND POLICY IMPLICATIONS: The Deschutes County Board of Commissioners has agreed to act as applicant to the Community Development Block Grant (CDBG) program for the purpose of constructing a new building to house the La Pine Community Kitchen. Central Oregon Intergovernmental Council (COIC), as a partner in this effort, submitted the County's application to the State's Infrastructure Finance Authority (IFA) for review by the June 30 deadline for the current funding cycle. On July 6, the County received an initial response to the application requesting additional information and documentation, including an operating agreement between Deschutes County and the La Pine Community Kitchen that states that all concerned parties understand and agree that CDBG regulations that outline acceptable use of the facility as a food bank must be adhered to for five years. The County was given until July 15 to submit a draft agreement along with a timeline specifying when a final document will be signed and execu ed. The attached document meets this preliminary requirement and will ensure that the County's applic. ttion remains active and under review by the IFA at this time. However, at this time, staff is also request ing that the Board of Commissioners authorize the County Administrator's signature on the final docun ent at such time as it is complete. The signed operating agreement will then be submitted within the timeline designated in the County's preliminary response to the IFA due on July 15. FISCAL IMPLICATIONS: None. RECOMMENDATION & ACTION REQUESTED: Authorize County Administrator's signature on document 2010-481, operating agreement between Deschutes County and the La Pine Community Kitchen. ATTENDANCE: Judith Ure. DISTRIBUTION OF DOCUMENTS: Judith Ure. Operating Agreement For La Pine Community Kitchen Food Bank Facility I. PARTIES: THIS AGREEMENT is made and entered into this th day of July, 2010, by and between. the DESCHUTES COUNTY, a political subdivision of the State of Oregon, hereinafter referred to as "County", and LA PINE COMMUNITY KITCHEN, a 501(c)(3) non-profit organization, hereinafter referred to as "Kitchen". II. RECITALS: A. WHEREAS, the Kitchen provides food bank services to residents in the City of La Pine ("La Pine") and surrounding area and desires to secure grant funding to construct a new stand-alone food bank facility in La Pine. B. WHEREAS, the County has agreed to apply for, receive and administer an Oregon Community Development Block Grant to fund property acquisition, design and construction of a nev, food bank facility ("facility")in La Pine. C. WHEREAS, the parties recognize that upon completion of the facility construction, Kitchen will be responsible for all aspects of facility operation and maintenance. D. WHEREAS, the Oregon Business Development Department Infrastructure Finance Authority requires, as per CDBG regulations, that a facility acquired or improved in whole or in part by grant funds from the Oregon Community Development Block Grant program must comply with the continued use requirements of 24 CFR subpart 1, Section 570.489 (j) which states, in part, that if the facility or real property cannot meet a national objective during the five-year continued use period, th. grant must be repaid to the state. NOW THEREFORE, in consideration of the above premises, the parties hereby agree as follows: 1. Facility. The County will acquire property and construct a food bank facility to be operated by the La Pine Community Kitchen Food Bank. The facility will be approximately 5,000 sq. ft. and located in the Newberry Business Park, La Pine, Oregon. The facility may be transferred to the La Pine Community Kitchen in the future. 2. Maintenance/Utilities. Kitchen shall provide for all building and grounds maintenance, janitorial services, water and sewer, electricity costs, and all other utility and maintenance costs. OC -2010 3. Services and staffing. Kitchen shall provide Food Bank services and staffing at levels at approximately X hours per week as stated in Appendix A. 4. Annual Report. Kitchen shall furnish to the County an annual report, or more often if requested, that outlines the operation of the Food Bank facility and service highlights. 5. Operational Control. Kitchen shall have full and complete authority over the operation of the Food Bank facility, including, but not limited to, purchasing materials, supplies, equipment and services necessary for the operation of the Food Bank, employing, supervising and terminating employees and volunteers, as deemed necessary, establishing operational supervision and compensation for said employees and volunteers, and taking any other action necessary and proper for the managing of the Food Bank and the performance of its functions. Kitchen shall comply with all applicable federal, state and local laws and regulations and obtain and comply with the terms of any required licenses and permits. Kitchen shall be solely responsible for and shall have control over the means, methods, techniques, sequences and procedures of performing the work, subject to this Agreement and shall be solely responsible for the errors and omissions of its employees, volunteers and agents. For goods and services to be provided under this agreement, Kitchen agrees to: 1) perform the work in a good, workmanlike, and timely manner using the schedule, materials, plans and specifications approved by County; 2) comply with all applicable legal requirements; 3) comply with all programs, directives, and instructions of County relating to safety, storage of food, equipment or materials; 4) take all precautions necessary to protect the safety of all persons at or near County or Kitchen s facilities, including employees, agents and volunteers of Kitchen, County and any other contractors or subcontractors and to protect the work and all other property against damage. 7. Insurance Prior to beginning operation of the facility and continuously thereafter, Kitchen shall obtain commercial general liability insurance on an occurrence basis which covers without limitation personal injury, bodily injury, advertising injury, property damage, premises, operations, products, completed operations and contractual damages. The amount of such coverage shall be not less than the amounts of coverage required by the Oregon Tort Claims Act, ORS 30.272. The policy shall be endorsed to provide coverage for the County as an additional named insured and shall includ, a waiver of subrogation against the County. 8. Indemnity To the fullest extent authorized by law Kitchen shall defend, save, hold harmle is and indemnify the County and its officers, employees and agents from and against all claims, sui s, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of Kitchen or its officers, employees, contractors, agents or volunteers under this Agreement. 9. County Code Provisions Except as otherwise specifically provided, the provisions of Deschutes County Code, Section 2.37.150 are incorporated herein by reference. Such code section may be found at the following URL address: http://www. co. de schutes. or.us/dccode/Title2/html/Chapter2.3 7.htm. 10. Partnership. County is not, by virtue of this agreement, a partner or joint venturer with Kitchen in connection with activities carried out under this agreement, and shall have no obligation with respect to Kitchen's debts or any other liabilities of each and every nature. Kitchen shall for all purposes be considered an independent contractor, as that term is defined in ORS 670.600. There arf. no third party beneficiaries under this Agreement. 11. Any notice under this Agreement shall be effective on the earlier date of actual receipt or two (2) days after deposit as registered or certified mail, return receipt requested to each party at the address stated below or such other address as each party may specify: Deschutes County La Pine Community Kitchen 1300 NW Wall, Suite 200 Address Bend, OR 97701 La Pine, OR 97739 12. Attorney's Fees. If any action is instituted by either party in connection with any claim o - controversy arising out of this Agreement, each party shall be responsible for the party's own attorn Sys fees, costs and expenses of such action, suit or proceeding. 13. Severability. If any part, paragraph, section or provisions of the Agreement is adjudged t ) be invalid by any court of competent jurisdiction, such adjudication shall not affect the validity of aay remaining section, part or provision of this Agreement. 14. Governing Law. This Agreement and the parties' rights under it shall be construed and regulated by the laws of the State of Oregon and venue for any dispute hereunder shall lie in Bend, Deschutes County, Oregon. 15. Arbitration. If any dispute arises between the parties, either party may request arbitration and appoint as an arbitrator an independent individual having knowledge of local government in tht, State of Oregon. The other party shall also choose an arbitrator with such qualifications, and the tw arbitrators shall choose a third. If the choice of the second or third arbitrator is not made within ten (10) days of the choosing of the prior arbitrator, then either party may apply to the presiding judge of Deschutes County to appoint the required arbitrator. 16. Procedure of Arbitration. The arbitration shall proceed according to the Oregon Statutes governing arbitration, and the award of the arbitrators shall have the effect therein provided. The arbitration shall take place in Deschutes County. Costs of the arbitration shall be shared equally by tle parties, but each party shall pay its own attorney fees incurred in connection with arbitration. 17 .Term of agreement and termination. This is a continuing agreement, for a term of ten years. Any party may terminate without cause by giving written notice to all other party not less that t six (6) months prior to the end of the fiscal year (July 1 to June 30), such termination shall become effective at midnight of the last calendar day of the fiscal year in which such notice is given. County may terminate this agreement upon 30 days written notice if Kitchen fails to satisfy any condition or requirement of this Agreement, or if any license or certificate required by law or regulation to be heli by the Kitchen to provide the services required by this Agreement is for any reason denied, revoked, suspended, not renewed or changed in such a way that the Kitchen no longer meets requirements for such license or certificate. 18. Modification. This agreement may only be amended by mutual written consent of the parties. 19. Non -Discrimination. The parties agree not to discriminate on the basis of race, religion, s :.x, sexual orientation, color, age, national origin or disabilities in the performance of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year firs': above written. LA PINE COMMLTNITY KITCHEN DESCHUTES COUNTY an Oregon Non -Profit a Political Subdivision Corporation of the State of Oregon By: By: Approved as to form: Office of County Counsel APPENDIX A: LA PINE COMMUNITY KITCHEN OPERATING BUDGET STS TOTAL ESTIMATED M.ONTLY, OP lunteer hoursrper AL ,COSTS: er etc TOT ccs: