SENIOR CENTER USE AND OPERATING AGREEMENT

This USE AND OPERATING AGREEMENT ("AGREEMENT") entered into as of this 1st day of July 2012 by and between the Town of Huachuca City, an Arizona municipal corporation (hereinafter referred to as "TOWN") and HUACHUCA CITY SENIOR CENTER ADVISORY COMMITTEE an unincorporated body (hereinafter referred to as "ADVISORY COMMITTEE"). RECITALS: WHEREAS, TOWN has recognized the need for Senior Services and other programs, and TOWN has resolved to formalize its support for such programs and services; and WHEREAS, the TOWN wishes to engage ADVISORY COMMITTEE to assist the TOWN in promoting and supporting such programs and services; and WHEREAS, the TOWN holds legal title to the Huachuca City Senior Center (hereinafter referred to as CENTER) located at 504 N. Gonzales Boulevard, Huachuca City, Arizona 85616 NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following: 1.0 MANAGEMENT OF THE CENTER.

1.1 Management will be the sole responsibly of the ADVISORY COMMITTEE. The ADVISORY COMMITTEE will consist of three principal officers: President, Secretary, and Treasurer, will be elected every February, by the patrons of the CENTER. The Town Council will appoint two voting members to ADVISORY COMMITTEE. These two TOWN appointed voting members will serve at the will and pleasure of the Huachuca City Town Council. The Town Council may appoint a non-voting staff member to the ADVISORY COMMITTEE to keep the TOWN advised of the ADVISORY COMMITTEES procedures and programs. 1.1 Management of ADVISORY COMMITTEE activities and operations will be the sole responsibly of the ADVISORY COMMITTEE. The Senior Center Facility shall remain under the control and management of the Town of Huachuca but the COMMITTEE and all associated programs and services shall be given first priority in all instances where it is reasonable and possible to do so. The Town may not arbitrarily interfere with COMMITTEE programs and services. The ADVISORY COMMITTEE will consist of three principal officers: President, Secretary, and Treasurer, will be elected every February, by the patrons of the CENTER. Such patrons must be registered as such at least 30 days prior to ADVISORY COMMITTEE election and a complete list of patrons shall be made available to the Town at least 30 days prior to such election taking place. The Town Council may appoint three voting members to ADVISORY COMMITTEE. These three TOWN appointed voting members shall hold the same terms of office as elected officers of the
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ADVISORY COMMITTEE. The Town Council may appoint a non-voting staff member to the ADVISORY COMMITTEE to keep the TOWN advised of the ADVISORY COMMITTEE procedures and programs. Members of the ADVISORY COMMITTEE shall not serve as members of said COMMITTEE elected by patrons of the Senior Center. While management of ADVISORY COMMITTEE operations will be the sole responsibility of the ADVISORY COMMITTEE, overall management of municipal facilities related to the building maintenance and scheduling of building activities outside of ADVISORY COMMITTEE activities shall be the sole responsibility of the Town Clerk-Administrator and/or his designee. 1.2 Any donations made to the CENTER, cash or otherwise, will be made in the name of the ADVISORY COMMITTEE who will have sole control of these funds and properties. A complete accounting of such donations shall be made available on a monthly basis to the Town Council. The funds and properties will be used to operate nutrition and other programs for senior citizens age 55 or older and adult handicapped persons and well as the spouses and caretakers of such persons. 1.3 The ADVISORY COMMITTEE will formalize its structure as a not-for-profit corporation under Arizona Revised Statues and shall seek 501(c) (3) status as defined by the United States Internal Revenue Services within six (6) months of the ratification and adoption of this agreement. Failure to incorporate as a 501(c) (3) shall have the effect of reverting all operations and management of the Senior Center to the Town Clerk-Administrator and/or his designee. All parties understand the purpose of seeking 501(c) (3) status is twofold. 1) So the Huachuca City Senior Center can qualify for fresh food from the Tucson Food Banks and 2) To qualify for grant money not normally available to municipalities. All filings related to 501(c) (3) compliance shall also be made available to the Town each year. The TOWN shall make available the use of all TOWN buses for the transport and facilitation of ADVISORY COMMITTEE activities and operations. ADVISORY COMMITTEE agrees to schedule use of such vehicles in advance with the exception of regularly scheduled routes as established by the Town. The TOWN shall pay for all maintenance and costs of such transportation activities and shall allocate yearly funds via the TOWN budget to defer such expenses. ADVISORY COMMITTEE and all COMMITTEE volunteers agree to comply with all federal, state and local transportation training and certification requirements including but not limited to the Arizona Department of Transportation and the Federal Highway Safety Administration. 1.4 ADVISORY COMMITTEE shall insure recognition of the role of the TOWN in providing services through this AGREEMENT. 1.5 ADVISORY COMMITTEE is responsible for ensuring the administration of all funds in accordance with the purpose for which funds are provided.

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1.6 The TOWN will pay for all building maintenance and utilities but not to include telephone and Internet used by the CENTER.
1.7

This AGREEMENT is subject to ratification by the new town council upon their election. Such ratification must be made at an open regular meeting within 60 days of the election being properly canvassed. The Huachuca City Senior Center will normally be open Monday through Friday between the hours of 9 AM to 4 PM and will be reserved to seniors 55 or older, adult handicapped, their spouses and caretakers. The CENTER shall be operated in accordance with the attached and is incorporated herewith, Senior Center Use Policy. In connection with this AGREEMENT, ADVISORY COMMITTEE shall maintain all accounting, records, papers, other documentary materials, and any evidence pertaining to costs incurred. The ADVISORY COMMITTEE agrees to abide by Arizona Revised Statutes regarding Public Records and Open Meeting Laws. Such records shall be furnished and available for inspection by the Town and the Towns auditing firm. Such records shall be available at ADVISORY COMMITTEE'S local offices at all reasonable times during the contract period. A quorum of three of the five voting members of the ADVISORY COMMITTEE must be present before any business can be conducted and one of the three present must be an appointed voting member by Town Council. It is the additional intent of ADVISORY COMMITTEE to seek Operational Grants from statewide and nationwide sources, with the intent to reduce dependence on TOWN financial support. Grants will be sought from the private and public sectors A quorum of four of the six voting members of the ADVISORY COMMITTEE must be present before any business can be conducted and tow of the four present must be appointed voting members by Town Council. It is the additional intent of ADVISORY COMMITTEE to seek Operational Grants from statewide and nationwide sources, with the intent to reduce dependence on TOWN financial support. Grants will be sought from the private and public sectors. This agreement shall not prohibit, restrict or otherwise hinder the ability of the Town Clerk-Administrator and/or his designee to seek grants and funding to provide additional programs and services in addition to those sought out directly by the ADVISORY COMMITTEE.

1.8

1.9

1.10

a. b. 1.11

1.12

1.11

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In addition, the ADVISORY COMMITTEE agrees to provide use of the Senior Center facility to the Town Clerk-Administrator and or his designee and all designated and/or assigned employees to implement such additional programs and services without any limitations or restrictions so long as such programs serve a public purpose as defined by Arizona Revised Statutes. 1.13 ADVISORY COMMITTEE agrees to comply with all applicable Federal, State, and local laws, regulations, and policies governing the funds provided under this AGREEMENT. ADVISORY COMMITTEE agrees to furnish TOWN with monthly financial reports within 30 business days of the end of the financial reporting period for the most recent month. ADVISORY COMMITTEE also agrees to comply with all federal, state and local procurement ordinances, codes and laws in the expenditure of any and all monies and fees collected in the name of or on behalf of the TOWN. TOWN agrees to pay all costs and fees associated with the formation of 501c3 organization on behalf of ADVISORY COMMITTEE if ADVISORY COMMITTEE votes to proceed with transitioning its status from an informal ADVSIORY COMMITTEE to a formal non-profit organization. ADVISORY COMMITTEE agrees to pay all costs and fees associated with the formation of a not-for-profit corporation under Arizona Revised Statues. ADVISORY COMMITTEE may elect to pay all costs and fees associated with the formation of a not-for-profit corporation under Arizona Revised Statues at its sole discretion. ADVISORY COMMITTEE Nothing contained in this AGREEMENT is intended to create or establish the relationship of employer/employee between the parties. ADVISORY COMMITTEE shall at all times remain an "independent contractor" with respect to the services to be performed under this AGREEMENT. The TOWN shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation insurance as ADVISORY COMMITTEE is an independent contractor.

1.14

1.15

1.16

2.0 GENERAL PROVISIONS. 2.1 TERM. The term of this Agreement shall be for a period of two (2) years, commencing on July 1, 2012 and ending on June 30, 2014, unless either party provides the other with not less than 30 days written notice prior to commencement of any renewal term. The Towns obligation to perform the agreements specified herein during any Town fiscal year succeeding the current fiscal year shall be subject to the availability and appropriation of funds. When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year period, the Town shall have the right to terminate said agreement.

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2.2 USE OF PREMISES. ADVISORY COMMITTEE shall use the subject property to provide services for the Community Senior Center and shall congregate for dining and for purposes incidental thereto. ADVISORY COMMITTEE shall pay no fee to operate the Senior Center. ADVISORY COMMITTEE shall not use or permit anyone else to use any portion of the subject property for any other use, business, profession, or occupation unless such uses or services are programs and/or activities provided by the Town in addition to those operated by the ADVISORY COMMITTEE in which case such scheduling and programming issues will be coordinated by mutual consent between the Town and the ADVISORY COMMITTEE. ADVISORY COMMITTEE shall not use the premises for, or carry on or permit upon said premises or any part thereof, any offensive, noisy or dangerous trade, business or occupation; nor shall ADVISORY COMMITTEE violate any laws, ordinances, regulations or rules of any public authority applicable at any time to said premises. 2.3 MAINTENANCE. ADVISORY COMMITTEE shall, at ADVISORY COMMITTEE's sole cost and expense, maintain all of personal property in a good state of repair, reasonable wear and tear excepted. A complete list of all property purchased and acquired by ADVISORY COMMITTEE shall be affixed to this AGREEMENT as APPENDIX A and shall be updated annually. 2.4 ALTERATIONS. ADVISORY COMMITTEE shall not make or suffer to be made any structural alterations to the subject or any part thereof without obtaining approval from the TOWN Council. The TOWN agrees to grant ADVISORY COMMITTEE permission to mount an antenna for the purpose of broadband internet on the outside of the building. Use of such broadband internet service shall be made available to all TOWN representatives without restriction. 2.5 INSURANCE. TOWN agrees to cover all patrons and volunteers under their blanket Risk Management Policy as all public buildings owned by the TOWN that provide public service. However, it shall be clear that the ADVISORY COMMITTEE is currently a private organization not affiliated with the Town and such consideration of insurance coverage is not required under Arizona Revised Statutes but is herein provided as a service to the residents of the Town of Huachuca City, Arizona. 2.6 LIENS. ADVISORY COMMITTEE shall keep the subject property free from any and all liens arising out of any work performed, materials furnished or obligation incurred by or at the insistence of ADVISORY COMMITTEE, and indemnify and save TOWN harmless therefrom. 2.7 UTILITIES. TOWN shall pay for all electric, gas, water, sewer, trash collection and other utilities for the subject property with the exception of telephone and Internet which will be paid for by ADVISORY COMMITTEE.

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2.8 ENTRY BY TOWN. TOWN shall have the right, upon at least 24 hours notice to ADVISORY COMMITTEE, throughout the term hereof to enter the CENTER for the purpose of inspecting the premises with the exception of public safety emergencies. 2.9 IRREVOCABLE AGREEMENT. This AGREEMENT supersedes any and all prior written agreements with respect to the matter hereof and shall constitute an irrevocable agreement by the parties that the subject property is to be used for the purposes set forth in the Funding Agreement and in this AGREEMENT. 2.10 ASSIGNMENT. ADVISORY COMMITTEE shall not assign its rights or obligations under this AGREEMENT without the express written consent of the TOWN, which consent shall not be unreasonably withheld. 2.11 BINDING. This AGREEMENT shall run with the subject property and shall be binding on the successors and assigns of each party. ADVISORY COMMITTEE agrees to notify potential lenders of the conditions and restrictions contained in this AGREEMENT. 2.12 RESOLUTION OF DISPUTES. In the event of any controversy or dispute which may arise out of this Agreement the parties hereto agree to attempt in good faith to resolve such controversy or dispute informally prior to the filing of any legal action. Parties shall engage in mediation and/or dispute resolution prior to any legal actions being filed by either party. If a legal action is filed by either party, the exclusive venue for such action shall be in Cochise County or United States Federal District Court, as applicable. 2.13 ATTORNEY'S FEES. In the event any action or proceeding is brought by either party against the other arising out of this AGREEMENT in any manner whatsoever, the prevailing party shall be entitled to recover reasonable attorneys fees incurred in such action or proceeding. 2.14 SEVERABILITY. If any term, covenant, condition or provision of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereof. 2.15 INTERPRETATION. This AGREEMENT shall be construed in conformity with the laws of the State of Arizona. 2.16 NOTICES. Whenever in this AGREEMENT it shall be required or permitted that notice or demand be given or served by either party to this AGREEMENT to or on the other, such notice or demand shall be given or served in writing, forwarded by certified mail addressed as follows to: Name: Title: Address: Town of Huachuca City ATTN: Town Clerk-Administrator 500 North Gonzales Boulevard Huachuca City, AZ 85616 Huachuca City Senior Center Advisory Committee ATTN: David Perry, President 504 North Gonzales Boulevard

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Telephone: FAX:

(520) 456-9552 (520) 456-2230

Huachuca City, AZ 85616 (520) 456-3059 (520) 265-3560

2.17 RECITALS. The recitals set forth above are hereby affirmed as correct by the parties and are incorporated by this reference. IN WITNESS WHEREOF, the TOWN and ADVISORY COMMITTEE have executed this AGREEMENT, effective as of the date first written above.

TOWN: By: ____________________________ Byron Robertson, Mayor

ADVISORY COMMITTEE: by: _____________________________ David Perry Title: President

Attest: __________________________ Louie Valdez, Town Clerk-Administrator

Attest: __________________________ Title: ___________________________

Approved as to Form: _______________________________ Mary Judge Ryan, Town Attorney

Fed ID@ ________________________

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STATE OF ARIZONA ) ) SS County of Cochise ) The foregoing instrument was acknowledged before me this _____day of _____, 2012, by _____________________, as Mayor of the Town of Huachuca City. ________________________________ Notary Public My commission expires: ______________________ STATE OF ARIZONA ) ) sis County of Cochise ) The foregoing instrument was acknowledged before me this _____ day of ______ 2012, by ________________________ as President of ADVISORY COMMITTEE. ________________________________ Notary Public My commission expires: ______________________

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SENIOR CENTER USE POLICY Facility Name & Address: Town of Huachuca City Senior Center 504 North Gonzales Boulevard Huachuca City, AZ 85616 Grantee Name & Address: Huachuca City Senior Center Advisory Committee 504 North Gonzales Boulevard Huachuca City, AZ 85616

The construction of the Huachuca City Senior Center was supported by a Community Development Block Grant from the Arizona Department of Commerce and the Town of Huachuca City under CDBG contract No. 089-02H. There is therefore, a legally binding commitment that the facility be used primarily for the purpose for which the grant was awarded for at least five years after grant closeout. 1. Primary Use

As the five year grant rule required by CDBG contract No 089-02H has been met in or about 1995 the primary use of the Senior Center is to provide programs and services beneficial to senior citizens 55 years or older and adult handicapped persons to include an on site meal program, educational and recreational classes. Spouse and caretakers of eligible persons are welcome and encouraged to attend all CENTER events as if they were members The Senior Center will be open at least 30 hours per week. The facility will be used for its primary purpose at least 80% of the time it is open or available for use. 2. Prohibited Activities

There shall be NO: a. b. Regular religious activities: No regular use of the facility for religious services or proselytizing and no permanent display of religious symbols. Regular partisan politics: No regular use of the facility for regularly scheduled events or meetings by a partisan group. Open forums where all partisan parties are invited may be allowed. Regular general conduct of government; No regular use of the facility for Town/town/county staff meetings, retreats, work sessions, or other duties associated with the general conduct of government except as it pertains to the operation and policies of the Huachuca City Senior Center. Illegal activities: Any illegal activities shall be reported to the proper authorities.

c.

d.

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e. f.

Assignability: Renter may not assign its use of the facility without the written consent of the TOWN Smoking is not allowed inside the building.

3. Non-Discrimination and Accessibility There shall be no discrimination by the Senior Center or any user/renter on the basis of race, color religion, sex, age, familial status, national origin, or disability. The facility shall remain as accessible as possible to persons with disabilities. The use of the CENTER is intended for senior citizens 55 years or older and adult handicapped persons. 4. Use by Others Incidental use of the building is limited to hours after 4 p.m. Monday through Friday, or as scheduled with CENTER management. The CENTER shall always have priority for use outside of its scheduled hours. Requests for rental/use of the facility shall be on a first come, first served basis. All requests should be in writing and directed to: ACTIVITIES COMMITTEE. This requirement shall not apply to the Town of Huachuca City but only to outside groups and/or organizations. The facility shall be used as an emergency shelter in case of community disaster and ADVISORY COMMITTEE shall yield such use by order of the Mayor and Council and/or the Town Clerk-Administrator in the event of a declaration of natural disaster by the Governor of the State of Arizona. 5. Fees and Deposits Fees shall be determined by the ADVISORY COMMITTEE and revised as deemed necessary. Fees and deposits may be charged for the incidental use of the facility to offset utility, maintenance, and other operations costs. Deposits are due two (2) weeks in advance of rental date. Rental fees are due seven (7) days in advance of use. Fees may be waived or reduced at the discretion of the ADVISORY COMMITTEE. A request to do so must be made in writing and presented to ADVISORY COMMITTEE at least seven (7) days before its regularly posted meeting. The following Fee Schedule is included as a part of this Use policy. Fees shall be determined by the ADVISORY COMMITTEE and revised as deemed necessary with the approval of the Mayor and Council of the Town of Huachuca City, AZ. Fees and deposits SHALL NOT be charged for the incidental use of the facility to offset utility, maintenance, and other operations costs as these expenses are paid for in full by the TOWN.

FEE SCHEDULE Hourly Use $20

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Daily Use $125 Refundable Damage Deposit $100 Kitchen Use $ N/A

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