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RESOLUTION NO. 3 4 9 3
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 LOW-
INCOME FAMILY MEMBERSHIPS
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 Of Greater
Seattle (YMCA); and,
WHEREAS, in order to provide for such services, it is appropriate that the
City partner with organizations such as the YMCA to provide the intended parks
and reaction services, including assistance providing Low-Income Family
Memberships in the YMCA; 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 acceptable
to the City.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Resolution 3493
June 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 attached hereto,
marked as Exhibit "A" 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 hereon.
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Dated and Signed this / ~ day of (,.f¿L 1.1
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,2002.
CITY OF AUBURN'
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PET R B. LEWIS
MAYOR
ATTEST:
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A\átUL it) ~><a~ji/2lJl.J
Danielle E. Daskam,
City Clerk
APPROVED AS TO FORM:
Daniel B. Heid,
City Attorney
Resolution 3493
June 24, 2002
Page 2
CITY OF AUBURN - YMCA AGREEMENT
FOR RECREATIONAL SERVICES
Low-Income Family Memberships
THIS AGREEMENT made and entered into on this L day of ()C.a0 ,
2002--, 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 provide for the City sixty (60) family memberships for use by qualified
low-income families in Auburn to the YMCA facilities located at 1005 12th Street SE, Auburn,
W A 98002 and to be built and located at 700 15th Street SW, Auburn, Washington 98002, for
exclusive use of the City for special needs groups and 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. 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.
3. Payment 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
$42,000 for sixty annual family memberships (computed at $700 per annual family
membership). The YMCA may also elect at its discretion to accept payment from the City made
by December 31, 2002, for the entire term (payment up front for services over the term of 20
years), as follows: The annual amount of $42,000 times 20 years, less 10% discount or $756,000
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
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of payments for future services that together equate approximately to the 10% up front discount
on the total amount.
4. YMCA's Representations.
The YMCA hereby represents and warrants that he has all necessary licenses and certifications to
perform the services provided for herein, and is qualified to perform such services.
5. 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.
6. 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:
City 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
7. 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
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.
8. Insurance.
The YMCA 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.
The YMCA shall furnish evidence, satisfactory to the City, of all such policies. During the term
hereof, the YMCA shall take out and maintain in full force and effect the following insurance
policies:
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a. Comprehensive public liability insurance, including automobile and property damage,
insuring the City and the YMCA against loss or liability for damages for personal
injury, death or property damage arising out of or in connection with the performance
by the YMCA 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.
9. Indemnification.
The YMCA shall indemnify and hold harmless the City 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 YMCA, its officers, agents, employees, or any of them relating to or arising out
of the performance of this Agreement. If a final judgment is rendered against the City, its
officers, agents, employees and/or any of them, or jointly against the City and the YMCA and
their respective officers, agents and employees, or any of them, the YMCA shall satisfy the same
to the extent that such judgment was due to the YMCA's negligent acts or omissions.
10. 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 any 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.
11. 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,
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.
12. 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.
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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 services
performed prior to termination in accordance with the rates specified herein.
13. 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.
14. 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 its reasonable
costs and attorney's fees.
15. 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.
16. 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.
17. 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.
18. 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
between the parties with respect to such subject matter.
III
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19. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be one and the
same Agreement 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
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Name: \" All:- ,'j ;¡, ,jIj I (J.) /
Title: ~~~~~
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Peter B. Lewis, Mayor
Attest:
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Danielle E. Daskam City Clerk
Name:
Title:
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