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Home My WebLink About3492 RESOLUTION NO. 3 4 9 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A CONTRACT WITH THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF GREATER SEATTLE FOR MONTHLY TEEN NIGHTS WHEREAS, the City of Auburn is engaged in various municipal functions, including parks and reaction functions within and serving the citizens of the City of auburn; and, WHEREAS, there are private resources in the community that could be used to compliment the City facilities and help it meet its parks and reaction service goals, including the Young Men's Christian Association olr Greater Seattle (YMCA); and, WHEREAS, in order to provide for such services, it is appropriat'e that the City partner with organizations such as the YMCA to provide the intended parks and reaction services, including Monthly Teen Nights at YMCA Facilities; and, WHEREAS, in order to provide for those services, the City has negotiated a contract with YMCA for such services, and the City has determined that it is able and qualified to provide the services necessary, at a cost that is aeceptable to the City. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Resolution 3492 Juoe 24, 2002 Page 1 Section 1. That the Mayor and the City Clerk are authorized to execute an agreement in substantial conformity with the Agreement attache~d hereto, marked as Exhibit "Au and incorporated herein by this reference. Section 2. That the Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. That this Resolution shall take effect and be in full force upon passage and signatures h~.r0n. Dated and Signed this L day oM-' 2002. CITY OF AUBURN ~ ~ ATTEST: 4[.uJdí! ~ Da 'elle E. Daskam, City Clerk APPROVED AS TO FORM: Resolution 3492 Juoe 24, 2002 Page 2 CITY OF AUBURN - YMCA AGREEMENT FOR RECREATIONAL SERVICES Monthly Teen Nights THIS AGREEMENT made and entered into on this 1 t!1-- day of O¿~ , 200:2--; by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as "City" and the Young Men's Christian Association of Greater Seattle, hereinafter referred to as "YMCA." WITNESSETH: WHEREAS, the City operates a variety of recreational programs as a part of its Parks and Recreation functions; and, WHEREAS, the City desires to supplement its recreational programs through services available through the YMCA; and, WHEREAS, the YMCA is qualified and able to provide such services, and is willing and agreeable to provide such services upon the terms and conditions herein contained. NOW, THEREFORE, the parties hereto agree as follows: 1. Scope of Services. The YMCA agrees to host for the City one three (3) hour "teen night" each month during the term of this agreement, which teen night shall include activities and events geared to teenage participants from Auburn, which teen nights shall be located at the current YMCA, 1005 12th Street SE or to be located at the YMCA facilities to be built and located at 700 15th Street, Auburn, Washington 98002, for exclusive use ofthe City for special needs groups ¡md recreation programs, Provided that the YMCA shall be entitled to apply and enforce its rules, standards and procedures to activities on YMCA facilities, except as expressly provided herein, 2. Teen Night. The activities of the monthly teen nights shall include at least one three-hour session of scheduled activities per month during the term of this agreement, that shall be hosted by the YMCA, and shall include age appropriate activities which may include but is not be limited to: · Open Gym; · Open Swim; · Dances with Live Bands or DJ; · Arts, Music, Crafts; · Weight training; · Court Sports; or alternatives acceptable to both parties. The Teen Night activities shall be free to all City of Auburn resident participants. No membership shall be required to participate in the activities. Page I of5 -..-.------.-- 3. Term of Agreement. The Term of this Agreement shall commence on the date hereof or on the 1st day of January, 2003, and shall terminate upon the expiration of a term of twenty (20) years. Time is of the essence in this Agreement. 4. Pavment for Services Upon commencement of the services being provided, the City shall pay to the YMCA an amount determined by use of the following formula: The cost of the services shall be computed at $14,000 per year, The YMCA may also elect at its discretion to accept payment from the City made by December 31, 2002, for the entirc term (payment up front for services over the term of 20 years), as follows: The annual amount of $14,000 times 20 years, less 10% discount or $252,000 to be paid upon commencement of the services being provided, The above "entire term" payment was computed by factoring in comparable, offsetting percentages for inflation and present value of payments for future services that together equate approximate:ly to the 10% up front discount on the total amount. 5. YMCA's Representations. The YMCA hereby represents and warrants that he has all necessary licenses and c(~rtifications to perform the services provided for herein, and is qualified to perform such services. 6. Records Inspection and Audit. All compensation payments shall be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any services provided or work performed under this Agreement shall be subject to inspection and audit by the City at ant time during the term of this agreement and for a period of three (3) years from the final payment for services provided or work performed under this Agreement. 7, Administration of Agreement. This Agreement shall be administered by the YMCA Executive Director or designee, on behalf of the YMCA, and by the Mayor of the City, or designee, on behalf of the City. Any written notices required by the terms of this Agreement shall be served on or mailed to the following addresses: Citv of Auburn Auburn City Hall 25 West Main Auburn, WA 98001-4998 (253) 931-3000 FAX (253) 931-3053 YMCA Auburn Valley YMCA 1005 12th Street SE Auburn W A 98002-6295 253-833-2770 8, Notices, All notices or communications permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above, or if to a Page 2 of 5 person not a party to this Agreement, to the address designated by a party to this Agreement in the foregoing manner. Any party may change his, her or its address by giving notice in writing, stating his, her or its new address, to any other party, all pursuant to the procedure set forth in this section of the Agreement. 9. Insurance. Each of the parties shall be responsible for maintaining, during the term of this Agreement and at its sole cost and expense, the types of insurance coverages and in the amounts described below, and shall furnish evidence to the other party of all such policies: a. Comprehensive public liability insurance, including automobile and property damage, insuring the parties against loss or liability for damages for personal in~ury, death or property damage arising out of or in connection with the performance by the parties of its obligations hereunder, with minimum liability limits of $1,000,000.00 combined single limit for personal injury, death or property damage in anyone occurrence. b. Such workmen's compensation and other similar insurance as may be required by law. 10. Indemnification. Each party shall indemnify and hold harmless the other and its officers, agents and employees, or any of them from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, by any reason of or arising out of the negligent act or omission of the party, its officers, agents, employees, or any of them relating to or arising out of th,: performance of this Agreement. If a final judgment is rendered against one party, its officers, agents, employees and/or any of them, or jointly against both and their respective officers. agents and employees, or any of them by reason of or arising out of the negligent act or omission of one party, that party shall satisfy the same to the extent that such judgment was due to that party's negligent acts or omissions. II. Assignment. Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. No assignment or transfer of any interest under this Agreement shall be deemed to release the assignor from arLY liability or obligation under this Agreement, or to cause any such liability or obligation to be: reduced to a secondary liability or obligation. It is provided, however, that the City shall be entitled to assign its interests in this Agreement, or any portions thereof, to another public agency or non-profit entity in the Auburn area. No assignment hereof shall relieve any party or assignee from the obligation of complying with applicable rules and regulations. 12. Amendment. Modification or Waiver. No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, Page 3 of5 or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of the other party shall not effect or impair any right arising from any subsequent default. It is further provided that nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 13. Termination and Suspension. Either party may terminate this Agreement upon written notice to the other party if the other party fails substantially to perform in accordance with the terms of this Agreement through no fault of the party terminating the Agreement. The City may also terminate this agreement if the new Auburn YMCA facility is not constructed and ready for use by December 31,2007. It is provided, however, that any termination shall include the pro rata repayment of any and all amounts paid by the City for services that will not be received. Likewise, if this Agreement is terminated through no fault of the YMCA, the YMCA shall be compensated for s<.:rviœs performed prior to termination in accordance with the rates specified herein. 14. Parties in Interest. This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties hereto and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. 15. Costs to Prevailing Party, In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under this Agreement, the prevailing parties shall be entitled to receive iits reasonable costs and attorney's fees. 16. Applicable Law, This Agreement and the rights of the parties hereunder shall be governed by the interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be in of the county in Washington State in which the property or project is located, and if not site specific, then in King County, Washington; provided, however, that it is agreed and understood that any applicable statute of limitation shall commence no later than the substantial completion by the YMCA of the services. 17. Captions. Headings and Titles. All captions, headings or titles in the paragraphs or sections of this Agreement are: inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply, As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. Page 4 of5 18. Severable Provisions. Each provision of this Agreement is intended to be severable, If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 19. Entire Agreement. This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings betwecn the parties with respect to such subject matter. 20. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreemcnt and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF GREATER SEATTLE ~~~x Peter B. Lewis, Mayor Name: Title: L.~ II ~ .........- Attest: ~¿ß.~ Dam lie E. Daskam City Clerk Name: Title: Page 5 of5