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HomeMy WebLinkAbout4684RESOLUTION NO, 4684 A RESOLUTION APPROVING A MANAGEMENT AGREEMENT BETWEEN THE CITY OF PUEBLO AND THE EASTSIDE CHILD CARE CENTER, INC. RELATING TO THE PROPERTY LOCATED AT 2717 EAST 8TH STREET, PUEBLO, COLORADO BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that: SECTION 1. A certain Management Agreement, dated November 10, 1980, the original of which is on file in the office of the City Clerk, by and between Pueblo, a Municipal Corporation and the Eastside Child Care Center, Inc. relating to the property located at 2717 East 8th Street, Pueblo, Colorado, having been approved by the City Attorney, be and the same is hereby approved. SECTION 2. The President of the Council is hereby authorized to execute said Management Agreement for and on behalf of Pueblo, a Municipal Corporation and the City Clerk shall affix the Seal of the City of Pueblo thereto and attest the same. INTRODUCED November 10, 1980 BY ISAAC C. DURAN Councilperson APPROVED: zz President of the Council ATTEST: C� ty lerk� " MANAGEMENT AGREEMENT This Management Agreement made and entered into this 10th day of November , 1980, by and between the City of Pueblo, State of Colorado, a Municipal Corporation (City), and the Eastside Child Care Center, a Colorado nonprofit corporation, Pueblo, Colorado (Center), WITNESSETH THAT: WHEREAS, the City is agreeable to having the property described in Exhibit A developed as a child care center; and WHEREAS, the Center is a corporation having knowledge and expertise in the operation of a child care center; NOW THEREFORE, for and in consideration of the mutual covenants hereinafter provided the City and the Center hereby enter into a Management Agreement for the development, operation, and maintenance of a child care center on the real property located in Pueblo County, Colorado, particularly described in Exhibit A which is attached hereto and incorporated herein. Said real property shall be referred to as "leased premises." I. TERM OF THE MANAGEMENT AGREEMENT. Unless otherwise terminated as herein provided, the Center shall have and hold the leased premises without limitation or interruption commencing at 12:00 o'clock noon on the lst day of September, 1980, and terminating at 12:00 o'clock noon on the lst day of September, 1981. The Lease shall be automatically renewed for successive one year terms provided adequate funding to operate the Eastside Child Care Center shall also be annually renewed and be made available to Center. In the event adequate funding shall cease for any reason for the Eastside Child Care Center, this Management Agreement shall terminate 90 days following the ceasation of such funding. II. TERMINATION AND DEFAULT. Section 2.1. Termination This Management Agreement may be terminated by mutual consent or may be terminated by either party giving written notice to the nonterminating party ninety (90) days prior to the desired termination date provided neither party is in default. Section 2.2 Default If either party be in default hereunder, the nondefaulting party may give written notice specifying the default to the defaulting party. If the defaulting party shall not correct such default within thirty (30) days after receipt of said notice, or if said default is of such a nature that it cannot be corrected within said thirty day period, and the defaulting party shall fail to commence action to correct said default within said thirty day period or fail to thereafter diligently pursue such corrective action, the nondefaulting party may upon an additional ten (10) days prior written notice to the defaulting party terminate this Agreement and, except for accrued rights and liabilities hereunder, shall be relieved from all duty and obligation hereunder. Section 2.3. Insolvency In the event Center becomes insolvent, or is declared bankrupt, then, in either event, City may declare this Agreement ended, and all rights of Center hereunder shall immediately cease and terminate. Section 2.4. Waiver No assent, expressed or implied, to any breach or default in the performance of any one or more of the covenants or agreements hereof shall be deemed or taken to be a waiver of any succeeding or other breach or default. III. UTILITIES AND TAXES. The Center agrees to pay any and all utility charges (including electricity, water, telephone and gas) it may incur during the term of this Management Agreement, and all taxes, excluding special assessments, which may be levied against the leased premises, improvements, fixtures and equipment thereon. -2- IV. CONTROL AND MAINTENANCE. Section 4.1. Possession The City covenants that insofar as it is able it will put the Center into control and possession of the leased premises and the Center shall have the quiet enjoyment of the premises so long as Center complies with and performs the covenants herein. The Center warrants it is a Colorado nonprofit corporation and has been duly authorized to execute this Agreement and is empowered to perform same. The Center shall immediately perform all acts and execute all documents required to file for and obtain federal and state tax exempt organization status and shall maintain such tax exempt status throughout the term of this Agreement. Section 4.2. Waste and Obeying Laws Center shall, at its sole expense, maintain and keep the leased premises and all improve- ments thereon in good condition, appearance, and state of repair, except that City shall be responsible for any major repairs to the leased premises and improvements thereto, provided however that such repairs are not made necessary because of the negligence of the Center, its agents, employees, or invitees. Major repairs shall include replacement of mechanical, electrical, or plumbing fixtures provided same shall receive proper maintenance while under the possession and control of the Center. Center shall not conduct any waste on the leased premises and shall comply with all local, state and federal laws, ordinances and regulations affecting its use of the leased premises and its activities conducted thereon. The Center agrees to indemnify and save harmless, the City, its officers, agents, and employees from all claims for and penalties incurred by any act or omission of the Center in violation thereof. Section 4.3. Insurance The Center agrees to provide, at its sole expense, public liability insurance for the leased premises and all activities conducted thereon. The terms, provisions and amounts of liability insurance, shall be approved by the City's Director of Finance and shall name the City as an insured, as its interest may appear. The Center shall furnish copies of all policies for such insurance to the City. -3- Section 4.4. Liability for Injury or Damage The Center shall be in control and possession of the leased premises as provided herein, and the City shall not, in any event whatsoever, be liable for any injury or damage to any property or to any person happening on the premises, nor for any injury or damage to the leased premises, nor to any injury or damage resulting from the use of the leased premises by the Center. As to the City, the Center agrees to assume the risk of all injuries, including death resulting therefrom, to persons, and damage to and destruction of property, including loss or use thereof, resulting directly or indirectly, wholly or in part, from the wrongful or negligent prosecution or omission of any work or activities undertaken by the Center on the leased premises, or use thereof by Center or by others under the Center's supervision and control, or caused by or for which the Center may otherwise be held responsible, and to indemnify and save harmless the City, and its employees and agents from and against any and all such injury and damage or liability arising therefrom. Section 4.5. Access The Center shall permit the City or its authorized agents to enter the premises at all reasonable hours for the purpose of inspection. The City will allow the Center reasonable access to the premises across other City property or property under its control if necessary. Section 4.6. Surrender and Hold -Over Period The Center agrees it will peaceably surrender and deliver to the City the leased premises and all improvements thereon at the termination for any reason of this Management Agreement and that said improvements will be in as good order and condition as when the same were entered upon, loss by fire or ordinary wear excepted. If Center shall continue to occupy the leased premises after the terms of this Lease have expired without benefit of a written agreement, Center shall hold over on a month to month tenancy. Section 4.7. Liens and Encumbrances The Center agrees it will not allow liens or encumbrances to be placed on the premises or improvements thereof by its acts or defaults or as a result of its operation on the premises. -4- Section 4.8. Operations The Center shall establish and operate a child care center on the leased premises for a daily child care center and related purposes and shall not use the leased premises for any other purpose. The scheduling of Center activities and the conduct and operation of such activities, including frequency of activities and type of activities, shall be the responsibility of and within the discretion of the Center's Board of Directors. Center shall not in the use of the leased premises or its operation discriminate on the basis of race, color, creed, national origin, sex, or age. V. DEVELOPMENT. Section 5.1. Master Plan All improvements to the leased premises and buildings and structures constructed thereon and other developments of the Center shall be constructed and performed by the Center at its sole cost and expense and only in accordance with a Master Plan submitted to and approved by the City Manager of City prior to any such construction or development. No changes in the Master Plan shall be made without the prior written approval of the City Manager. Section 5.2. Notice and Authorization to Change Master Plan No building or other improvement of a permanent nature, whether or not included in the Master Plan, shall be constructed or placed upon the premises until after the Center shall have first given written notice to the City Manager describing the proposed building or other improvements and its location on the premises at least one hundred (100) days prior to the commencement of construction of such building or improvements. No structure or improvement of a permanent nature shall be constructed without first obtaining prior written approval of the City's City Manager. Section 5.3. Improvements Constructed by the Center It is agreed that all improvements which the Center places in use or installs upon the leased premises shall upon termination of this Management Agreement become the property of the City, or, at the sole option of the City, said improvements shall be removed by the Center at its cost and expense within 30 days after termination. -5- VI. APPLICATION OF ORDINANCES. All ordinances of the City of a regulatory or police nature including traffic ordinances shall apply to and govern the leased premises and activities conducted thereon. All improvements on the leased premises shall be made and constructed in accordance with applicable ordinances of the City. VII. ASSIGNMENT. There shall be no assignment, in whole or in part, of this Management Agreement or Center's interest herein, without the prior written approval of the City. VIII. NOTICE. Any notice required under this Lease shall be in writing and personally delivered or sent postage prepaid in the U. S. Mail, registered or certified, return receipt requested to: If to the City: City Manager, City of Pueblo, 1 City Hall Place, Pueblo, Colorado 81003. If to the Center: Director, Eastside Child Care Center, P. O. Box 11221, Pueblo, Colorado 81001; or, to any other address subsequently designated in writing by the parties. IX. RENEWAL. If not in default hereunder, Center shall have the right to first refusal to renew this Management Agreement for an additional term and upon covenants and conditions to be mutually agreed upon. In the event the City desires to lease the leased premises or enter into a Management Agreement for a child care center therefor after the termination of this Agreement, City may within 90 days prior to such termination so notify Center. If for any reason Center and City are unable to mutually agree upon covenants and conditions for such renewal prior to the termination of this Agreement or within 30 days thereafter, Center's right of first refusal granted hereby shall cease and terminate. X. HAZARD INSURANCE. City may at its sole option insure the improvements located upon the leased premises against fire or other hazards. If City should provide such insurance, the Center will reimburse the City for the cost thereof. All proceeds of such insurance shall belong to City. In the event of damage to or destruction of the improve- ments located on the leased premises by fire or other hazard, City, at its sole option, may out of any available insurance proceeds repair or rebuild the improvements. If City chooses not to repair the leased premises, this Agreement may be terminated by either party. Center and City and all parties claiming under them hereby mutually release and discharge each other from any claims, liability, or damage, caused by or arising from any hazard covered by insurance on the leased premises and improvements thereon, or covered by insurance in connection with any property on the leased premises, regardless of the cause of the damage or loss. XI. BINDING EFFECT. This Management Agreement shall be binding upon the parties, their successors, and approved transferees and assigns and shall be governed by the laws of the State of Colorado. XII. RELATIONSHIP OF PARTIES. Nothing herein contained nor the relationship of the Center to the City, which relationship isspecifically declared to be that of an independent contractor, shall make or be construed to make Center or any of Center's agents, officers, employees, or Board of Directors, the agents or employees of the City. The Center shall be solely and entirely responsible for its acts and the acts of its agents, officers and employees. IN WITNESS WHEREOF, the City and the Eastside Child Care Center have caused this Agreement to be duly approved and executed as of the date first above written. PUEBLO, A Municipal Corporation BY /, Xe� resident, City Council of Pueblo, Colorado ATTEST: C Ci, y erk of , o, (,/Colorado APPROVED AS TO FORM: City Attorney EASTSIDE CHILD CARE CENTER A Colorado Nonprofit Corporation Board Chairperson i r By Director of Center ATTEST: Board Secretary -7- EXHIBIT "A" Beginning at the SE corner of Lot 25, the N102.6' to Hiway thence Sally along Hiway 225.4' to W line of Block 16, thence S to S line Block 16, thence E 200' more or less to point of beginning and that part of Lots 30, 31, 32 lying N.W. of Hiway, Block 16, Eastwood Resubdivision. Also vacated portion of Beaumont Avenue adjacent to lot 32 #498774 (Blk. 16 for Plato Vac). #242417 Nathan M. Cole a /k /a Nataniel WD #449115 Urban Renewal City of Pueblo, Bk 1749 Pg. 397 Rec. 515/73 Fee $.95 #507007 City of Pueblo Bk 1832 Pg. 80 Recorded 12/11/75 Deed 10/29/75. More Commonly known as 2717 E. 8th Street, Pueblo, Colorado.