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HomeMy WebLinkAboutAuburn Boys and Girls Club GF0704A -:t,,iG AGREEMENT FOR SERVICES THIS AGREEMENT made and entered into this 20th day of February, 2008, by and between the CITY OF AUBURN, a municipal corporation of the State of Washington, hereafter referred to as "CITY", and AUBURN BOYS AND GIRLS CLUB which is located at 313 37th Place SE, Auburn Washington 98002, a non-profit corporation organized under the laws of the State of Washington, hereafter referred to as "AGENCY." WHEREAS, The AGENCY provides a valuable service to the CITY and its residents through the provision of out-of-school programs for Auburn youth; and WHEREAS, the CITY is interested in continuing support of AUBURN BOYS AND GIRLS CLUB including development of additional resources and service sites, for low income Auburn residents; NOW, THEREFORE, In consideration of the covenants and conditions of this Agreement, the parties agree as follows: 1. PURPOSE. The purpose of this Agreement is to provide for an appropriation to the AGENCY for providing services as set forth in Exhibit 1 through 4, and incorporated herein by this reference as if fully set forth, to Auburn residents during the 2008 term. This support is in recognition of the fact that the demand for the services delivered by the AGENCY continues to rise. II. SCOPE OF SERVICES. A. The parties agree and understand that the AGENCY agrees to provide services, as described in Exhibits 1 through 4, which may include development of new resources, -------------------------------------- Agreement - GF-0704, Auburn Boys & Girls Club January 31, 2008 Page 1 of 9 thirty (30) days following the CITY's receipt of quarterly invoices. The required format and content of quarterly invoices is set forth in the Exhibits to this Agreement, and is incorporated herein by this reference. VI. INDEMNIFICATION. The AGENCY agrees to defend, indemnify, and hold harmless the CITY, its elected and appointed officials, employees and agents from and against any and all claims, demands and/or causes of action of any kind or character whatsoever arising out of or relating to services provided by the AGENCY, its employees, volunteers or agents concerning any and all claims by any persons for alleged injury or damage to persons or property to the extent caused by the negligent acts, errors or omissions of the AGENCY, its employees, volunteers or agents or representatives. In the event that any suit or claim for damages based upon such claim, action, loss or damage is brought against the CITY, the AGENCY shall defend the same as its sole costs and expense; provided that the CITY retains the right to participate in said suit if any principle of governmental or public law is involved; and if final judgment be rendered against the CITY and/or its officers, elected officials, agents and employees or any of them or jointly against the CITY and the AGENCY and their respective officers, agents, volunteers, employees or any of them, the AGENCY shall fully satisfy the same and shall reimburse the CITY any costs and expense which the CITY has incurred as a result of such claim or suit. The provisions of this section shall survive the expiration or termination of this Agreement. VII. INDEPENDENT CONTRACTOR/ASSIGNMENT. The parties agree and understand that the AGENCY is an independent contractor and not the agent or employee of the CITY and that no liability shall attach to the CITY by reason of entering into this Agreement except as provided herein. The services required -------------------------------------- Agreement - GF-0704, Auburn Boys & Girls Club January 31, 2008 Page 3 of 9 volunteers. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its elected and appointed officials, employees or agents. 2) GENERAL LIABILITY AND PROFESSIONAL LIABILITY COVERAGES: (a) The AGENCY's insurance coverage shall be primary insurance as respects the CITY, its officials, employees and agents. Any insurance or self insurance maintained by the CITY, its officials, employees or agents shall be in excess of the AGENCY's insurance and shall not contribute with it. (b) Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the CITY, its officials, employees or agents. (c) Coverage shall state that the AGENCY's insurance shall apply separately to each insured against whom claim is bought or suit is brought except with respect to the limits to the insurer's liability. (d) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage, or in limits except after thirty (30) days prior written notice by certified mail return receipt requested has been given to the CITY. The AGENCY agrees to provide copies of the Certificates of Insurance to the CITY at the time that this Agreement takes effect. (e) The AGENCY shall furnish the CITY with Certificates of Insurance and with original endorsements affecting coverage required by this clause. The certificate and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The CITY -------------------------------------- Agreement - GF-0704, Auburn Boys & Girls Club January 31, 2008 Page 5 of 9 XII. GENERAL PROVISIONS. A. The AGENCY agrees to submit a report to the CITY no later than December 13, 2008, describing the progress and activities performed for the year 2008 under its scope of services. B. This Agreement shall be governed by the laws, regulations and ordinances of the City of Auburn, the State of Washington, and County of King and where applicable, Federal laws. C. Agency agrees to conduct its activity in such a manner as to coincide with the goals identified in the attached Memorandum of Understanding. The Agency understands that the performance indicators established in the Memorandum will be used by the City as a measurement tool in determining if the goals have been achieved. D. The CITY and the AGENCY respectively bind themselves, their successors, volunteers, assigns and legal representatives to the other party to this Agreement and with respect to all covenants to this Agreement. E. This Agreement represents the entire and integrated Agreement between the CITY and the AGENCY and supersedes all prior negotiations. This Agreement may be amended only by written instrument signed by both the CITY and the AGENCY. F. Should it become necessary to enforce any term or obligation of this Agreement, then all costs of enforcement including attorneys fees and expenses and court costs shall be paid to the substantially prevailing party. -------------------------------------- Agreement - GF-0704, Auburn Boys & Girls Club January 31, 2008 Page 7 of 9 OF?N PETER B. LEWIS MAYOR AT ST: Danielle E. Daskam, City Clerk APP, Duel B. Heid, City Attorney AUBURN BOYS & G S CLUB BY: TITLE: STATE OF WASHINGTON ) )ss COUNTY OF KING ) On this O day of ??Jl2?ll?w1 2008, before me, the undersigned, a Notary Public L?jea and for the State of Washington, personally appeared ?'01.1' , , to me known to be the Executive Director of Boys and Girls Club«Agency», the non-profit corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said non-profit corporation for the uses and purposes therein mentioned, and on oath stated that he/she is authorized to execute said instrument on behalf of said non-profit corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the date hereinabove set firth. lift 0 "Z ?no4_0 U) NOTARY PUBLIC in and for the State of :4G r z,? Washington, residing in a Oy • ,; ?? o (P MY COMMISSION expires: jz_i •S 20) a -------------------------------------- Agreement - GF-0704, Auburn Boys & Girls Club January 31, 2008 Page 9 of 9