HomeMy WebLinkAboutC2025-025 - 1/14/2025 - Approved JOINT USE AGREEMENT
BETWEEN THE CITY OF CORPUS CHRISTI AND
WELLMED CHARITABLE FOUNDATION
This Joint Use Agreement("Agreement") is made by and between the City of Corpus Christi
("City"), a Texas municipal corporation and political subdivision acting by and through its City
Manager or designee and WellMed Charitable Foundation, a Texas non-profit corporation
("WCF" or"Contractor").
PREAMBLE
WHEREAS,the City is recognized as having a commitment to providing Corpus Christi senior
citizens with comprehensive services that will enhance their social,psychological, and
physiological wellbeing;
WHEREAS, WCF has a mission to support seniors and their caregivers with a special emphasis
on prevention,wellness, and living well with chronic illness; and
WHEREAS, City and WCF have determined that a joint collaborative effort serving senior users
in general, and offering enhanced programs to youth and families, is a unique opportunity and an
efficient approach to addressing the needs of seniors and the general community; and
NOW, THEREFORE, in consideration of the covenants,conditions, and provisions set forth
herein,the parties hereto agree as follows:
I. Term. Except as otherwise provided in this Agreement,this Agreement shall commence
on the date of execution by the City Manager or designee after the effective date of the
ordinance approving this Agreement, and shall continue for three years, subject to the
provisions regarding termination. Thereafter,the Agreement will automatically renew for
successive two one-year terms, subject to the provisions regarding termination.
II. Contract Administration.
A. WCF's Executive Director shall be WCF's designated representative responsible
for the administration of all contractual matters pertaining to this Agreement.
B. City's Director of the Parks and Recreation Department("Director")or designee
shall be City's representative responsible for the administration of this
Agreement.
III. Statement of General Purpose. The purpose and intent of this Agreement is to provide for
the management and joint use and location of the"Multigenerational Complex." The City
will run the youth program separately from this Agreement.
IV. Services and Responsibilities.
A. The parties agree that the"Zavala Senior Center" or"Senior Center" shall offer a
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multitude of services at no cost to persons 50 years of age and older("Senior") in
collaboration with WCF, including but not limited to social,recreational, fitness,
nutrition(with nutrition program limited to persons 60 years of age and older),
educational, health and screening services, and prevention programs. The parties
also agree that the Senior Center shall consist of, at a minimum, recreational
area(s),exercise room(s) and exercise equipment, a nutrition site for the serving
and consuming of meals, classroom(s), computer lab or cybercafe, health
screening room(s), administrative and faculty/staff office space,reception area,
custodial, storage and telecommunications areas,parking, and ancillary support
areas, all of which shall be comprised of approximately 7,530 square feet located
at 510 Osage Street. A copy of the current floor plan for the Senior Center is
Attachment A, attached hereto and incorporated herein by reference.
B. WCF agrees to assist in the serving of the daily congregated meals in the
Multigenerational Complex. Each WCF staff member working at the Senior
Center will maintain a Food Manager Certification and Food Handlers Certificate
to be able to assist with the daily congregated meals. The City will retain ultimate
authority of the daily congregated meals at the Multigenerational Complex and
retain all records, documents,and reports.
C. The parties agree that the"Joe Garza Recreation Center" at 3204 Highland Ave.,
Corpus Christi, TX 78405 shall maintain full City management and oversight for
current use as a recreation facility with programs for participants of all ages
including after school programs, summer food program, fee-based classes, rentals,
and scheduling.Joe Garza Recreation Center may also be used by the City as a
nutrition site for the serving and consuming of meals.
D. WCF will contribute all expenses necessary,up to $108,000.00 (the"Maximum
Amount"),to complete the renovations and improvements to the Zavala Senior
Center as described on Attachment B in Section 2.I. WCF will make payments
directly to the applicable contractor(s).
E. The City shall provide, oversee, administer, and carry out the following activities
and services at the Senior Center:
i. Nutrition Program;
ii. City services requests such as social services;
iii. Custodial and maintenance of facilities; and
iv. IT and telephone support.
F. The City shall employ an individual having responsibility for oversight of the City
services, including a Nutrition Site Manager at the Senior Center, and a liaison to
City management and the WCF representative manager. Regarding the services
described in Section IV.E, WCF staff located at the Senior Center shall defer to
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the decisions and direction given by the City's representative manager who shall
have final decision-making authority with respect to such matters. In no way shall
this provision be interpreted to mean that WCF staff at the Senior Center must
report to or be held accountable to the City's representative manager in matters
unrelated to the services described in Section IV.E.
G. With the exception of those activities and services set forth in Section IV.E.
above, WCF will be responsible for the day-to-day management of the Senior
Center and shall provide, oversee, administer, and carry out the following
activities and services at no cost to the City and at no cost to the seniors at the
Senior Center:
i. Fitness/recreation activities;
ii. Multigenerational programming opportunities(i.e., arts/crafts;theater arts;
computer classes, etc.)
iii. Health, wellness and disease prevention educational programs; and
iv. Access to a dedicated call center for no cost qualification and renewals of
Medicare Savings Programs.
H. WCF may utilize Joe Garza Recreation Center to provide senior educational
classes as scheduling permits.
I. WCF may utilize its own IT and telephone support for its IT and telephone
systems which are separate from and not connected to the City systems.
J. The activities and services provided at the Senior Center through WCF shall be of
a substantially similar type and frequency as those previously provided through
the City prior to the execution of this Agreement.
K. WCF or its affiliates shall employ an individual having responsibility for on-site
oversight of the WCF services who shall serve as WCF's full-time on-site
representative manager at the Senior Center and liaison to WCF management
("WCF Senior Center Manager")and the City representative manager with regard
to operations at the Senior Center. WCF or its affiliates shall additionally employ
or contract for the services of a receptionist and the number of personal trainers
set out in the WCF budget for the Senior Center. All employees and contractors
of WCF or its affiliates who provide any work or services at the Multigenerational
Complex must first pass a criminal background check similar to the one used by
the City for employees working with minors. The supervisors above the on-site
WCF Senior Center Manager shall also be employees or contractors of WCF or
its affiliates.
L. City staff located at the Senior Center shall confer with WCF representative for
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matters involving the day-to-day operation of the Senior Center. Each entity shall
have final decision-making authority in their respective operations. In no way
shall this provision be interpreted to mean that City staff at the Senior Center must
report to or be held accountable to WCF's representative manager in matters
unrelated to those stated in this Section. The parties agree to utilize the attached
and incorporated Program Issues Resolution Flow Chart attached hereto as
Attachment"D"for contacts to assist with resolution of any issues regarding
activities under this Agreement.
M. WCF is prohibited from requiring enrollment of a senior as a patient member of
its affiliated medical group of practicing physicians as a prerequisite to providing
the services required by this Agreement. All seniors frequenting the Senior Center
shall have a right to the services required by this Agreement at no cost, and WCF
is prohibited from altering,reducing, or diminishing the quality of services based
upon a senior's enrollment or lack thereof as a patient in WCF's affiliated medical
groups.
i. WCF shall ensure that it and its affiliate(s)notify seniors within the Senior
Center:
1. of their option to receive health screening and education services
covered by this Agreement at no cost within the Senior Center;
2. that any additional diagnostic or treatment services beyond that
which is offered in the Senior Center are separate and apart from
the free services to which they are entitled in the Senior Center;
and
3. of their right to be referred to other medical care providers and
institutions of their choice in the area to ensure comprehensive and
quality care in order to meet the required standard of care for the
health care industry.
N. The parties shall develop policies and procedures for management of
responsibilities in the temporary or long-term absence of a party's representative
manager,the handling and notification of emergencies,public and media
relations, and for any other subject matter the parties deem necessary and prudent.
O. WCF and City hereby agree to meet at least once quarterly to discuss and agree
upon modifying, supplementing, or discontinuing Senior Center services and
programming based upon assessment of community needs and customer service
feedback from the Senior Center. In recognition of the importance of nurturing a
close spirit of cooperation between the parties to this Agreement,the parties shall
endeavor to develop a relationship of trust and cooperation that will yield mutual
assistance and facilitate the resolution of problems in order to implement the
comprehensive service model.
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P. WCF and the City are each independent contractors and are not agents or
employees of the other and neither WCF nor the City will represent that it is an
agent or employee of the other party.
Q. The City will retain ultimate authority for the operations and direction of the
Senior Center and the Joe Garza Recreation Center. In the event of an impasse
between the City and WCF about any matter, WCF will be entitled to discontinue
its participation upon the giving of 60 days advance written notice.
V. Compliance with Federal, State, and Local Laws.
A. Each party agrees to comply with all City, State, and Federal laws, regulations,
ordinances, and codes affecting operations, construction, and procurement
operations pursuant to this Agreement.
B. WCF also agrees to require by written agreement that its consultants, contractors,
subcontractors and their respective officers, agents,employees, directors, and
representatives comply with all City, State and Federal laws,regulations,
ordinances, and codes affecting operations,construction, and procurement
operations pursuant to this Agreement.
VI. Audit and Records Retention.
A. At City's option, City may cause at any reasonable time upon five business days
prior written notice to WCF,a complete audit to be made of WCF's books of
account with respect to the services provided by WCF under this Agreement.
Such audit may be made by a Certified Public Accountant or other qualified
representative selected by City. WCF shall use commercially reasonable efforts to
participate fully in any such audits.
B. If WCF elects to dispute any such audit, WCF may engage an independent
Certified Public Accountant or other qualified representative selected by WCF to
complete a second audit of WCF's books of account with respect to the services
provided by WCF under this Agreement. If WCF's audit determines there is no
error, City and WCF shall negotiate in good faith to resolve such discrepancy and
the costs of the audits by mutual agreement.
C. WCF shall retain all records,documents, reports, and written accounting policies
and procedures pertaining to the renovation/construction of the Senior Center and
services provided under this Agreement for the period set forth in the official
records retention schedules of the Local Government Records Act of 1989 and
any amendments thereto, and make available to the City upon reasonable request
at all reasonable times such records, documents,reports, and written accounting
policies and procedures.
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VII. Consultant and Contracts.
A. It shall be WCF's responsibility to advertise for design and contract bids and to
award, in WCF's name, such contract(s) for any renovation/improvements to the
Senior Center. WCF shall advise City of its recommendations regarding the firms
to which it proposes to award contracts. The decision as to whom contracts are
awarded is ultimately WCF's so long as such awards do not require payment of
any municipal funds.
B. Monitoring and administration of such contracts and the making of payments to
contractors shall be the responsibility of WCF.Notwithstanding the foregoing,
WCF agrees to coordinate and consult with City during the design,planning, and
specification phase. WCF agrees to keep the Director informed of construction
progress and of any problems or delays encountered during construction.
C. WCF agrees to contractually require payment and performance bonds and
insurance from all contractors and consultants hired for the renovation project.
D. No construction, modifications, additions or alterations may be made by WCF
without the prior written approval of the Director, which such approval shall not
be unreasonably withheld, conditioned or delayed. If approved, WCF must obtain
clearance, in writing, from the City's Risk Management Department("Risk
Management")prior to proceeding with any type of addition or alteration that the
proposed addition or alteration will be covered under the insurance policy in force
during the term of this Agreement.
E. All construction,additions, alterations, and equipment as described herein must
be made at WCF's expense. WCF must provide proof to the Director of sufficient
funds on hand, subject to the Maximum Amount,to complete the work on
Attachment B,attached hereto and incorporated herein by reference,and any
other reasonably anticipated addition or alteration. All additions, alterations and
equipment installed by WCF must be promptly repaired or replaced at WCF's
expense during the term of this Agreement. All construction, additions or
alterations made by WCF and accepted by the Director become the property of
the City without necessity of any legal action.
F. WCF shall ensure that an indemnity clause reasonably acceptable to the City
Attorney or designated Assistant City Attorney is included in all contracts related
to construction or WCF's services provided at the property.
G. All construction contracts must be approved in writing by the Director and the
City's Asset Management department,which such approval shall not be
unreasonably withheld, conditioned or delayed. All construction contracts must
include terms regarding the City's ability to inspect, reject, and accept the work,
which such acceptance shall not be unreasonably withheld, conditioned or
delayed.
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H. WCF shall keep the Multigenerational Complex free from any liens arising out of
any work performed, materials furnished, or obligations incurred by WCF,and
shall indemnify, protect, and hold harmless City from any liens and
encumbrances arising out of any work performed or materials furnished by
or at the direction of WCF. If at any time during the Agreement any interest of
City in the Multigenerational Complex becomes subject to a lien for labor or
materials furnished to WCF in the repair or improvement of the Multigenerational
Complex,within 30 days after WCF's receipt of written notice informing WCF of
the recording of such lien, WCF shall cause the lien to be bonded or discharged,
and shall otherwise defend and hold City harmless on account thereof,provided,
however,that if WCF desires in good faith to contest the validity or correctness of
any such lien, it may do so, and City shall cooperate to whatever extent may
be necessary, provided only that WCF shall defend and indemnify City
against any costs, loss,liability or damage on account thereof, including
reasonable attorneys' fees. The interest of City in the Multigenerational
Complex shall not be subject to liens for improvements made by or for the
account of WCF, for which WCF shall provide due notice to all parties who
provide any services or materials with respect to any work on the
Multigenerational Complex.
VIII. Times of Operation.
A. The parties shall mutually agree upon operating days and hours for the Senior
Center based upon the needs of the population served,which schedule shall
include agreed nationally observed holidays or days of shut-down for
maintenance periods. The parties agree that the hours may be modified from time
to time because of customer service feedback or studies performed or
commissioned by the City. The minimum operating days and hours for the Senior
Center are as follows unless otherwise mutually agreed to by the Director and
WCF: Monday through Friday 7:00 a.m.to 4:00 p.m., City observed holidays
excluded.
B. The parties agree that use of the Senior Center by the parties for meetings,
organizational, or other special events not related to the General Purpose and
Intent of the Senior Center shall be managed so as to minimize overuse,wear and
tear, increases in utility or maintenance costs, or repairs beyond that which is
expected for the Senior Center's uses as stated in this Agreement. If overuse
becomes an issue,the parties agree to develop a policy of permitted after-hour or
weekend use or a plan for covering increased costs based upon usage that is
mutually acceptable.
IX. Signs and Acknowledgment of Participation
A. WCF agrees to include in the design plans a permanently installed plaque or other
suitable permanent sign on, in or about the Senior Center which acknowledges
that the parties are joint service providers at the facility. The size, form,material,
verbiage, and location of such sign shall be mutually agreed upon by the parties
hereto.
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B. WCF further agrees to provide in the design phase and include in the Senior
Center renovation locations for sign(s)which announce public use hours and such
other information as may be necessary to inform the public of available programs
provided at the Senior Center by the parties to this Agreement and their users.
The size, form, material, verbiage and location of such signs are subject to mutual
agreement.
C. Throughout the term of this Agreement,the parties agree that in all Senior Center-
related press releases, flyers, brochures and other informational material prepared
and distributed by WCF or City, WCF and City agree to include acknowledgment
and recognition of the joint nature of the Senior Center development and
operations.
X. Safety. WCF and City hereby agree and pledge that each shall fully comply with all
established safety standards of the City applicable to operation and use of the Senior
Center. WCF shall post such informational signs as necessary to inform users of facility
rules and regulations, and governmental codes and ordinances applicable to access and
use. During their respective use and joint use periods, City and WCF agree to enforce
such rules and regulations.
XI. Utilities and Alarm Services. Utility services, as used herein, refers to waste disposal,
electricity,phone, sewer, water, and gas, as applicable. The City shall secure all
necessary utility services for the Multigenerational Complex(including electricity service
to the Joe Garza Recreation Center and Senior Center)under the City's name and account
number and shall ensure that the invoices for these services are paid in a timely manner.
The City agrees to list the WCF Senior Center Manager as an alternate contact for the
utilities accounts for the Senior Center. In addition,the City shall install, maintain, and
pay for a monitored security alarm system for the Multigenerational Complex(both the
Senior Center and the Joe Garza Recreation Center)and obtain all necessary permits
related thereto.
XII. INSURANCE. WCF shall comply with the insurance requirements in Attachment C,
attached hereto and incorporated herein by reference.
XIH. INDEMNIFICATION
WCF COVENANTS AND AGREES TO FULLY INDEMNIFY, DEFEND AND HOLD
HARMLESS, THE CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, AND
EMPLOYEES (COLLECTIVELY"INDEMNITEES")FROM AND AGAINST ANY AND
ALL COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES,
PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION,
LIABILITY AND SUITS OF ANY KIND AND NATURE, INCLUDING BUT NOT
LIMITED TO,PERSONAL OR BODILY INJURY,DEATH AND PROPERTY DAMAGE,
MADE UPON THE INDEMNITEES ARISING OUT OF, RESULTING FROM OR
RELATED TO WCF'S ACTIVITIES UNDER THIS AGREEMENT, INCLUDING ANY
ACTS OR OMISSIONS OF WCF, ANY AGENT, OFFICER, DIRECTOR,
REPRESENTATIVE, EMPLOYEE, CONSULTANT OR SUBCONTRACTOR OF WCF,
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AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS AND
REPRESENTATIVES WHILE IN THE EXERCISE OF THE RIGHTS OR
PERFORMANCE OF THE DUTIES UNDER THIS AGREEMENT.IN THE EVENT WCF
AND CITY ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT
JURISDICTION, LIABILITY SHALL BE APPORTIONED COMPARATIVELY IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT,
HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE
CITY UNDER TEXAS LAW. EACH PARTY RESERVES ANY DEFENSES OF THE
PARTIES UNDER TEXAS LAW.
The provisions of this INDEMNIFICATION are solely for the benefit of the Parties hereto
and not intended to create or grant any rights,contractual or otherwise,to any other person
or entity.
WCF shall promptly advise the City in writing of any claim or demand against the City or
WCF known to WCF related to or arising out of WCF's activities under this Agreement.
City shall promptly advise WCF in writing of any claim or demand against the City or
WCF known to City related to or arising out of City's activities under this Agreement.
WCF agrees,at its own expense,to investigate all claims and demands,attend to their
settlement or other disposition,defend all actions based thereon with counsel approved by
the City Attorney,which such approval shall not be unreasonably withheld,conditioned,or
delayed,and pay all reasonable charges of such attorney and all other reasonable costs and
expenses of any kind arising from any of said claims and demands.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL,
CONSEQUENTIAL,SPECIAL,INDIRECT OR EXEMPLARY DAMAGES.
XIV. Subcontracting.
A. In performing under this Agreement, WCF may use subcontractors in connection
with the work performed under this Agreement. When using subcontractors,
however, WCF must obtain prior written approval from the Director, not to be
unreasonably withheld, conditioned or delayed;provided,however,that the
Director's prior written approval shall not be required for(i)any subcontractors
named in the bid or proposal or in an Attachment to this Agreement, as
applicable, (ii)WCF's contracting or subcontracting with WeliMed Medical
Management Inc., or(iii) sub-contractors related to instruction and/or training
(e.g. dance,computer use, etc.). In using subcontractors, WCF is responsible for
all their acts and omissions to the same extent as if the subcontractor and its
employees were employees of WCF. All requirements set forth as part of this
Agreement, including the necessity of providing a COI in advance to the City, are
applicable to all subcontractors and their employees to the same extent as if WCF
and its employees had performed the work. The City may, at the City's sole
discretion, choose not to accept services performed by a subcontractor that was
not approved in accordance with this paragraph.
B. Compliance by WCF's sub-contractors with this Agreement shall be the
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responsibility of WCF. WCF agrees that payment for services of any WCF sub-
contractor shall be submitted through WCF, and WCF shall be responsible for all
payments to its sub-contractors. Regardless of any subcontracting, WCF shall be
primarily liable for the performance of its and its subcontractors' obligations
under this Agreement. Such subcontracts shall contain insurance and indemnity
provisions similar to those required in this Agreement,with the City named as an
additional insured.
XV. Disclosure of Interests. WCF agrees, in compliance with City of Corpus Christi
Ordinance §2-349,to complete, as part of this Contract,the Disclosure of Interest Form.
The form can be found at: https://www.ethics.state.tx.us/filinginfo/1295.
XVI. Termination.
A. Should either party fail to fulfill, in a timely and proper manner, any material
obligations under this Agreement, or if either party should violate any of the
material covenants, conditions, or stipulations of the Agreement, the other party
shall thereupon have the right to terminate this Agreement by sending written
notice to the breaching party of such termination and specify the effective date of
termination. Prior to termination,the non-breaching party shall provide written
notice of the unsatisfactory performance,violations or areas of non-compliance,
and an opportunity to cure within 30 days after receipt of notice of breach.
However, in cases where the health, safety, and welfare of one or more persons is
at risk as a consequence of either party's unsatisfactory performance, violation or
area of non-compliance,then the other party may require that the breaching party
immediately act to cure the deficiency, and the breaching party hereby waives all
right to receive written notice. If a breach remains uncured,the non-defaulting
party shall be entitled to pursue all remedies available under law which may
include reimbursement for expenditures incurred in accordance with this
Agreement.
B. Within 30 calendar days after the expiration or termination of this Agreement,
WCF shall turn over to the City copies of all records, documents, files, and other
instruments in its possession pertaining to WCF's performance under this
Agreement.
C. Either party may terminate this Agreement without cause after giving 30 days'
notice to the other party of the effective date of termination. If applicable, WCF is
to be paid for work completed in accordance with the Agreement prior to the
effective date of termination; actual costs sustained prior to the effective date of
termination for any work in progress; and reasonable expenses directly
attributable to termination.No payment is payable to WCF for loss of anticipated
overhead,profits, or revenue, or other economic loss arising out of or resulting
from this termination.
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XVII. Assignment. This Agreement shall not be assignable by either party unless written
authorization is first obtained from the other party,which such authorization shall not be
unreasonably withheld, conditioned or delayed.
XVIII. Severability. If any clause or provision of this Agreement is illegal, invalid,or
unenforceable under present or future laws effective during the term of this Agreement,
including any renewals,then and in that event, it is the intention of the parties hereto that
the remainder of this Agreement shall not be affected, and it is also the intention of the
parties to this Agreement that in lieu of each clause or provision of this Agreement that is
illegal, invalid, or unenforceable,there be added as a part of this Agreement a clause or
provision as similar in terms to such illegal, invalid,or unenforceable clause or provision
as may be possible and be legal, valid, and enforceable.
XIX. Non-appropriation. The continuation of this Agreement after the close of any fiscal year
of the City,which fiscal year ends on September 30th annually, is subject to
appropriations and budget approval specifically covering this Agreement as an
expenditure in said budget, and it is within the sole discretion of the City's City Council
to determine whether or not to fund this Agreement. The City does not represent that this
budget item will be adopted,as said determination is within the City Council's sole
discretion when adopting each budget.
XX. Entire Agreement. This Agreement contains the final and entire agreement between the
parties hereto and contains all of the terms and conditions agreed upon to date, and no
other agreements of prior date,oral or otherwise, regarding the subject matter of this
Agreement shall be deemed to exist or to bind the parties hereto. It is the intent of the
parties that neither party shall be bound by any term, condition or representation not
herein written.
XXI. Amendment.No amendment,modification, or alteration of the terms of this Agreement
shall be binding unless the same is in writing,dated subsequent to the date hereof and
duly executed by the parties hereto.
XXII. Notices.Notices to the parties hereto required or appropriate under this Agreement shall
be deemed sufficient if in writing and mailed,Registered or Certified Mall,postage
prepaid, addressed to:
CITY WCF
City of Corpus Christi WellMed Charitable Foundation
Attn: Director, Parks and Recreation Attn: Executive Director
PO Box 9277, Corpus Christi, Texas 19500 IH 10 West,Building 2
78469-9277 San Antonio, Texas 78257
XXIII. Relationship of Parties.
A. Nothing contained herein shall be deemed or construed by the parties hereto, or
by any third party, as creating the relationship of principal and agent,partners,
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joint venturers or any other similar such relationship between the parties hereto.
B. Any and all of the employees of WCF, wherever located,while engaged in the
performance of any work required by the City under this Agreement shall be
considered employees of WCF only, and not of the City, and any and all claims
that may arise from the Workers' Compensation Act on behalf of said employees
while so engaged shall be the sole obligation and responsibility of WCF.
C. Any and all of the employees of City,wherever located,while engaged in the
performance of any work required under this Agreement shall be considered
employees of City only, and not of WCF, and any and all claims that may arise
from the Workers' Compensation Act on behalf of said employees while so
engaged shall be the sole obligation and responsibility of City.
XXIV. Captions. The captions contained in this Agreement are for convenience of reference only
and in no way limit or enlarge the terms and conditions of this Agreement.
Signatures on next page.
•
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CITY OF CORPUS CHRISTI
AT EST:
Mgr
Robert Dodd Rebecca Huerta
Director of Parks and Recreation City Secretary
•
� �_ � � AUTHORIZED
APPROVED AS TO FORM: �I 7
BY COUNCIL I__ I4'
Assistant City Attorney SECRETARY
For the City Attorney
WELLMED CHARITABLE FOUNDATION
Cat Zeicku
Signed:
Name: Carol Zernial
Title: Executive Director
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ATTACHMENTS
Attachment A Zavala Senior Center Floor Plan
Attachment B Zavala Senior Center Scope of Work
Attachment C Insurance Requirements
Attachment D Flow Chart
Attachment A-Facility Floor Plans
A-1 Zavala Senior Center
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Attachment B: Scope of Work
1. General Requirements
The Lessee will be required to provide the day-to-day operations of the facilities. This
includes everything to operate the centers except capital improvements to the
facility. In addition, Lessee may utilize Joe Garza Recreation Center to provide senior
educational classes as scheduling permits.
2. Scope of Work
A. Lessee shall operate the Center in conformity with the laws of the State of Texas
and ordinances, rules, and regulations of the City of Corpus Christi.
B. Lessee shall operate, manage, and maintain the Center, including without
limitation, all activities at the Zavala Senior Center.
C. Lessee shall employ a sufficient number of employees to assist in conducting
lessons, operating the centers. All employees shall be employees of Lessee, not
the City.
D. Lessee shall ensure all employees conduct themselves in an orderly manner and
in keeping with the conduct required of employees in service organizations.
Lessee shall ensure that employees do not consume intoxicating substances.
Lessee and its employees shall use language and conduct that is suitable to
families and youth.
E. None of the contract services may be subcontracted without the prior written
approval of the City Program Manager.
F. The Lessee agree that the "Zavala Senior Center" or "Senior Center" shall offer a
multitude of services at no cost to persons 50 years of age and older, (herein
referred to as "Seniors") in collaboration with Lessee, including but not limited to
social, recreational, fitness, nutrition (with nutrition program limited to persons 60
years of age and older), educational and prevention programs. The parties also
agree that the Senior Center shall consist of, at a minimum, recreational area(s),
exercise room(s) and exercise equipment, a nutrition site for the serving and
consuming of meals, classroom(s), computer lab or cyber cafe, administrative
and faculty/staff office space, reception area, custodial, storage and
telecommunications areas, parking, and ancillary support areas.
G. Lessee must post a schedule of hours of operation at the facility and file a copy
with the City Program Manager.
H. Lessee must notify the City Program Manager of all dangerous conditions or
special defects. Lessee must not use, or allow to be used, any areas of the Senior
Center which has dangerous conditions or special defects.
I. Lessee has agreed to the following renovations:
1. Painting all the interior to include doors, frames, and walls.
2. Installation of covered walkway between Zavala backdoor and Joe Garza.
3. Removing carpet.
J. Lessee shall obtain written permission for any alterations to the Senior Center from
the City Program Manager or designee.
K. The City is responsible for all Senior Center maintenance, including utilities and
major repairs, subject to annual appropriation of funds. "Major repairs" is defined
as non-cosmetic, structural repairs to the Senior Center. This includes but is not
limited to A/C repair, fencing, and lights. Lessee shall allow the City or its
designee's entrance to the Senior Center during normal operating hours for
maintenance or repairs. In consideration of this, it is agreed that the Lessee must
make no claim for any damages against the City for loss of income due to the
City's failure to make any repairs or failure to perform maintenance.
3.Record Keeping
A. Lessee shall keep accurate books of account of all Earned Revenue collected.
The books of account will be open for inspection, copy, or audit by the City
Manager or designee at all times. All books of accounts and backup
documentation must be available to the City Program Manager for review during
the City's business hours.
1 . Lessee shall keep on file all background checks for all current and past
employees. The City shall retain the right to prohibit anyone from working on
this agreement based on the results of the background check.
B. The City shall conduct random audits throughout the year. Lessee will have two
weeks to submit all documentation. Failure to comply may result in the
termination of the contract.
4. Reporting
A. Lessee must submit to the City Program Manager a monthly schedule of all
programs and activities for the forthcoming month. The monthly schedule must
be submitted to the City Program Manager before the first day of the
forthcoming month.
B. Lessee shall submit all documents covered in this section in accordance with the
time stated above. Failure to comply may result in the termination of the
contract.
5. Lessee Performance Reviews
Lessee performance reviews will take place quarterly; four times per
contract year to review the following items:
A. Facility Inspections - Random facility inspections will be performed by the City
quarterly. Areas to be reviewed are: cleanliness of facility, operable fitness
equipment, restrooms, premises maintenance, fire safety compliance, and hours
of operation.
B. Programming and Revenue Targets - During the review, the Lessee must bring all
programing information above and/or present documentation that an effort
was made to offer these services.
ATTACHMENT C: INSURANCE REQUIREMENTS
INSURANCE REQUIREMENTS
I. CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this agreement until all insurance required has been obtained
and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency
to commence work until all similar insurance required of any subcontractor Agency has been obtained.
B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates
of Insurance(COI)with applicable policy endorsements showing the following minimum coverage by an
insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional
insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation
is required on all applicable policies. Endorsements must be provided with COI. Project name and or
number must be listed in Description Box of COI.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-written day notice of cancellation, Bodily Injury and Property Damage
required on all certificates or by applicable Per occurrence - aggregate
policy endorsements
Commercial General Liability Including: $1,000,000 Per Occurrence
1. Commercial Broad Form
2. Premises—Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury-Advertising Injury
AUTO LIABILITY(including) $500,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS' COMPENSATION Statutory
EMPLOYER'S LIABILITY $500,000/$500,000/$500,000
PROFESSIONAL LIABILITY $1,000,000 Per Claim
(Errors and Omissions) (Defense costs not included in face value of the
policy)
If claims made policy, retro date must be prior to
inception of agreement, have extended reporting
period provisions and identify any limitations
regarding who is insured.
PERSONAL PROPERTY INSURANCE Contractor, at their own expense, shall be responsible
for insuring all owned, leased or rented personal
property.
C. In the event of accidents of any kind related to this agreement, Contractor must furnish the Risk Manager
with copies of all reports of any accidents within 10 days of the accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a
licensed insurance company.The coverage must be written on a policy and endorsements approved by the
Texas Department of Insurance. The workers' compensation coverage provided must be in an amount
sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly
met.
B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any
extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis, by
companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of
no less than A- VII.
C. Contractor shall be required to submit a copy of the replacement certificate of insurance to City at the
address provided below within 10 days of the requested change. Contractor shall pay any costs incurred
resulting from said changes.All notices under this Article shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Contractor agrees that with respect to the above required insurance, all insurance policies are to
contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, volunteers, and elected representatives as additional
insured by endorsement,as respects operations, completed operation and activities of,or on behalf of,the
named insured performed under contract with the City, with the exception of the workers' compensation
policy;
• Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi
where the City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of
the City; and
• Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation,
non-renewal or material change in coverage, and not less than ten (10) calendar days advance written
notice for nonpayment of premium.
E. Within five(5)calendar days of a suspension, cancellation,or non-renewal of coverage, Contractor shall
provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the
option to suspend Contractor's performance should there be a lapse in coverage at any time during this
contract. Failure to provide and to maintain the required insurance shall constitute a material breach of
this contract.
F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any
insurance or policy endorsements to the extent and within the time herein required,the City shall have the
right to order Contractor to remove the exhibit hereunder, and/or withhold any payment(s) if any, which
become due to Contractor hereunder until Contractor demonstrates compliance with the requirements
hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be
held responsible for payments of damages to persons or property resulting from Contractor's or its
subcontractor's performance of the work covered under this agreement.
H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any
insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations
under this agreement.
I. It is understood and agreed that the insurance required is in addition to and separate from any other
obligation contained in this agreement.
2024 Insurance Requirements Exhibit
Contracts for General Services - Performed Onsite- Professional Liability
Parks& Recreation -Joint Use Agreement with WellMed Charitable Foundation-WCF
12/5/2024 Risk Management—Legal Dept.
Attachment D
PROGRAM ISSUES RESOLUTION FLOW CHART
City Staff Contractor
Nutrition Site On-Site Center
Manager ►
Supervisor
Program Lead Supervisor Senior
Manager 1 ► Services
Vice President of Senior
Superintendent 1Services
Director or Executive Director
Designee