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HomeMy WebLinkAbout3494 RESOLUTION NO. 3 4 9 4 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 COMMUNITY CENTER AND BALLFIELD SERVICES 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 ancl 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 appropriat'8 that the City partner with organizations such as the YMCA to provide the intended parks and reaction services, including those providing for Community Center facilities and ball fields; 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 aGceptable to the City. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Resolution 3494 June 24, 2002 Page I - ______._m_______..___________...___..._.. ..________________ 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. sf- t1J.w Dated and Signed this 1:- day of ~' 2002. CITY OF AUBURN --- '----" PETE B. LEWIS MAYOR ATTEST: ~d1¿~ Dan'elle E. Daskam, City Clerk APPROVED AS TO FORM: Daniel B. Heid, City Attorney Resolution 3494 June 24, 2002 Page 2 - ----,._"""----------~_._...-.._..__.,-_._-_.._--.._--_."._-_._------_._-,~-- CITY OF AUBURN - YMCA AGREEMENT FOR RECREATIONAL SERVICES Community Center Building and Ball Field Facilities THIS AGREEMENT made and entered into on this 7 ~ay of Oc.~ 200kby 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, including coordinating with the YMCA on development and use of ball fields and acquisition by the City of the current YMCA facility wh'~n its planned new facility is completed; and, WHEREAS, the YMCA and the City have negotiated prices and use and contribution levels acceptable to the parties. NOW, THEREFORE, the parties hereto agree as follows: I. SCOPE OF SERVICES. For the consideration specified herein: YMCA shall convey to CITY that certain improved real property, consisting approximately of five (5) acres, located at 1005 12th Street S.E., Auburn, Washington 98002-6295 with the existing improvements thereon (the "YMCA Property"); YMCA shall grant to CITY a twenty (20) year license (the "License"), permitting 50% usage of approximately 120,000 square feet of real property (the "Athletic Field") located at 700 15th Street, Auburn, W A 98002, on which YMCA shall construct two (2) ball fields. and which property is a portion of that real property (the "Boeing Property") consisting of approximately twenty-two (22) acres, currently owned by The Boeing Corporation ("Boeing"). Boeing intends to convey the Boeing Property to YMCA and YMCA intends to construct a new YMCA facility thereon (the "New YMCA Facility"). The term of the twenty (20) year license for 50% usage of the Athletic Field shall commence when the Athletic Field has been fully constructed and is available for use by the City. 2. GOOD FAITH. The parties further pledge to use good faith and due diligence to address any issues with which they may need to contend to implement and effectuate this agreement, including but not limited to, coordinating on scheduling, use and maintenance of the ball fields, transfer and use of the YMCA Facility Building. Page I of7 3. FINANCIAL CONSIDERATION. The City shall pay to the YMCA as follows: Seven Hundred Twenty Thousand Dollars ($720,000), computed at Eight Hundred Thousand Dollars ($800,000) (the calculated/negotiated costs of ball field services), with offsetting percentages for inflation and present value of payments for future services that together equate to approximately the ten percent (10%) discount for full payment up front, for the ball field development and the City's 20 year use to be located at 700 15th Street, Auburn, W A 98002, and as described herein, plus Four Hundred Eighty-eight Thousand Eight Hundred Dollars ($488,800) for the YMCA Facility Building located at 1005 12th Street SE, Auburn, W A 98002, to be paid by CITY to YMCA as follows: The $720,000 shall be paid in one lump surn, unless the parties otherwise agree, upon the completion of the development of the fields and their availability for use by the City, and the $488,800 shall be paid in one lump sum, unless the parties otherwise agree, upon closing of the purchase by the City of conveyance of satisfactory title to the YMCA Facility Building to the City. The amount of $488,800 is the assessed value of the building (improvements) per the King COImty Assessor, and was thus determined to be the value of the building being purchased by the City. 4. YMCA BUILDING. Fee simple ownership of the YMCA Building, fæe and clear of all monetary and other liens, encumbrances, mortgages and deeds of trust affecting the YMCA Building, except liens or encumbrances specifically approved by CITY in writing prior to closing and the lien of current real estate taxes not yet due and payable, will be conveyed by the YMCA to the CITY by a Bargain and Sale Deed (the "Deed"), and possession of the YMCA Building will be delivered to the CITY, on closing. The parties agree that any use thereof by the YMCA shall be pursuant to a rental agreement with payments by the YMCA to the City in the amount of $1.00 per month, the term of which shall not extend beyond December 31, 2007. 5. LICENSE. The term of the License shall commence on the date on which YMCA completes the construction of the Athletic Field consisting of two (2) ball fields, with each of the ball fields being constructed pursuant to specifications set forth in the License (which include, without limitation: field dimensions of three hundred feet by two hundred feet (300' by 200'); single use for either soccer, baseball or softball; and one baseball/softball diamond with seventy feet (70') maximum base paths and two hundred eighty feet (280') maximum foul lines and with the soccer field serving as the baseball/softball outfield) (the "Athletic Field Completion Date"). The Athletic Field Completion Date is expected to occur at approximately the same time as the New Facility Completion Date. The term of the License shall end twenty (20) years after the Athletic Field Completion Date. During the term of the License: (i) CITY shall be permitted to use the Athletic Field solely as a public sport field for athletic activities only; and (ii) CITY shall be scheduled to occupy the Athletic Field for 50% of its usable time (50% of the 2 ball fields). 6. PREPARATION OF DOCUMENTS. Commencing on the date this Agreement is executed by CITY and YMCA, the parties shall work in good faith to prepare any and all other Agreements, Deeds and Documents necessary and appropriate to implement the provisions hereof, consistent with the time-tables called for Page 2 of7 7. CLOSING COST ALLOCATION. City and YMCA shall each pay one half of any and all excise and other transfer taxes assessed in regard to the transfer of the YMCA Property; CITY shall pay the premium for the Title Policy; YMCA shall pay the cost of recording the Deed; and all other closing costs shall be allocated and prorations made between the parties as is customary for transactions of this nature. 8. PAYMENT OF FEES AND EXPENSES. CITY and YMCA will each be responsible for payment of fees and expenses for the fees and costs of their respective legal counsel, consultants and agents. 9. BROKERS. CITY and YMCA have not engaged any brokers or finders with respect to this transaction. 10. APPROVAL OF AGREEMENT. All parties agree that this Agreement is not an offer to engage in the Proposed Transactions. No contractual obligations shall arise between CITY and YMCA until: the Agreement has been approved by each party's counsel and CITY's City Council and other parties whose approval is required; the Agreement has been properly documented in a mutually acceptable form executed by CITY and YMCA. The parties desire that the Agreement Execution Date occur prior to October I. 2002, 11. 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 e:xpiration of a term of twenty (20) years. Time is of the essence in this Agreement. 12 MAINTENANCE OF BALL FIELDS. The YMCA shall providc, at its sole expense, full maintenance and upkeep of the Athletic Field and the ball fields, which maintenance and upkeep shall be in conformity with the City's standards for ball field maintenance. Alternatively, the YMCA may elect to have the City provide such maintenance and upkeep, with the City's costs of the maintenance and upkeep being shared ¡'qually by and between the City and the YMCA. 13. YMCA RESPONSIBILITY FOR RENTAL BUILDING. The rental agreement for the YMCA Building referenced in Paragraph 4, above, by which the YMCA shall be allowed to use the building after its conveyance to the City, shall specify that during the term of the rental agreement, the YMCA shall be fully responsible for all maintenance and operation costs, and for preservation and protection of the building, and the rental agreement shall also include such other provisions as are agreeable and appropriate to the parties, the specific terms of which the parties agree to negotiate in good faith. 14. RECORDS INSPECTION AND AUDIT. All consideration and 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. Page 3 of7 15. ADMINISTRATION OF AGREEMENT. This Agreement shall be administered by The YMCA Executive Director or designee, on behalf of the YMCA, and by tht: 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 16. 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. 17. 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 injury, 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. 18. 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 the 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 Page 4 of7 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. 19. 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. 20. 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. 21. 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 te:rminating the Agreement. The City may also terminate that part of this agreement dealing with the City's purchase of the YMCA Building, including payment for said building, if the purchase does not close by December 31, 2002. The City may also terminate that part of this agreement dealing with the YMCA ball field facilities, including payment for said ball fiellds, if the new YMCA ball field facilities are not constructed and ready for use by December 3]1, 2007. It is provided, however, that any termination shall include the pro rata repaym¡mt of any and all amounts paid by the City for services that will not be received. Likewise, if tl1Îs 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. 22. 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. Page 5 of7 23. 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 1'~es. 24. APPLICABLE LAW. This Agreement and the rights of the parties ht:reunder 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. 25. 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. 26. SEVERABLE PROVISIONS. Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason wha.tsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 27. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supers,~des all prior agreements and understandings between the parties with respect to such subject matter. 28. 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. III III III III III III III Page 6 o£1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY~w ~ THE YOUNG MEN'S CHRISlrIAN ASSOCIATION OF GREATEIR SEATTLE Peter B. Lewis, Mayor Name: Title: .J. ~r 1/ 100Ý/ot.-- Attest: /~~ 0./ ¿LJt1~ ~skam City Clerk Name: Title: Page 7 00 . -_...._-_._._-_._----~---~--~..