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HomeMy WebLinkAboutdelete (3)City of Port Townsend SERVICES AGREEMENT I. Contract Title: YMCA SERVICES AGREEMENT — 2012 2. Parties: City of Port Townsend, a Washington municipal corporation (hereinafter, the "City"), and Olympic Peninsula YMCA , (hereinafter, "Contractor" or "YMCA"). 3. Contractor Address 302 South Francis Street, Port Angeles WA 98362 4. Total Amount: $26,500 (three payments of $8,833.33 on May 1, August 1, and December 1, 2012 5. Date of Contract: Lj 201 ,7i (last date written under signature lines) Recitals: A. The City faces budget constraints from the continued downside in the real estate market and corresponding diminished real estate excise tax revenue. These budget constraints make any funding for recreation programs difficult and challenging, both now and into the foreseeable future. B. The City is undertaking seismic repairs to the Port Townsend Library that requires the temporary relocation of the Library. The City and YMCA have negotiated an arrangement set forth in a separate agreement that allows the City to relocate the library services to Mountain View and displace areas occupied by the YMCA, with fees paid and other consideration provided by the City to the YMCA to compensate for the displacement. This arrangement is documented in an Amendment to Use Agreement entered into on the same date at this Agreement. The displacement will affect the ability of the YMCA to provide programs. The fees paid to the YMCA for displacement and other fees provided for in this Agreement will help assist the YMCA to continue to provide recreation, wellness, and educational services to the City and its citizens, on the terms set forth in this Agreement. C. This Agreement provides that the YMCA shall provide child care at the Mountain View facility for children of residents of the City. (The YMCA may serve children who are not residents of the City, but the YMCA will cover those costs with non -City funds.) In addition, the YMCA will continue to the extent funding is available to offer other (non - child care) programs in the City for City (and County residents, however, the nature and extent of those programs are within the YMCA's determination. D. The City continues to evaluate what types of recreational services and how services are provided to the community and, specifically, how and to what extent the City funds such services. Given budget challenges, the possible outcomes of this process are unknown, and could result in new partnerships, a City -managed program, or a request for proposal process resulting in a discontinuance of or modification to an operating agreement, with levels of service all depending on the availability of funding. Services Agreement THIS AGREEMENT is entered into between the above named PARTIES as follows: 1. Services and Performance by Contractor. The Contractor shall perform the services described in the scope of services at Attachment 1. 2. Payment by the City. For services rendered by Contractor, the City shall provide by payment a total amount not to exceed the amount set forth above for services provided in this Agreement. 3. Term and Completion of Work. This Agreement shall remain in effect until completion of the services described in Attachment 1 and final payment has occurred, unless terminated in accordance with this Agreement. Work shall not commence until City provides Contractor with written notice to proceed. In no event shall Contractor proceed until Contractor has provided insurance as required by this Agreement. All work shall be completed by end of year, 2012. 4. Insurance Requirements. Contractor shall take out and maintain insurance as set forth in Attachment 2. 5. General Terms A. Payment Schedule and Terms l . The project fee for this Agreement is a sum not to exceed the amount set forth on page 1 of this Agreement for all services performed and expenses incurred under this Agreement. 2. The project fee includes direct labor costs, overhead costs, and direct (expense) costs, including materials, supplies, equipment, costs for travel, reproduction costs and telephone, facsimile and computer use incurred during the billing period. 3. The Contractor shall invoice the City in a format acceptable to the City for work performed to the date of invoice. Contractor shall provide progress reports, scheduling and completion information on request of the City. See Attachment I for payment schedule. 4. Contractor shall keep cost records and accounts pertaining to this Agreement available for inspection by the City`s representative for three (3) years after final payment. Copies at no charge shall be made available upon request. 5. If the services rendered do not meet the requirements of the Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. B. Termination. The City may terminate this Agreement at any time for any reason upon giving at least 90 days notice in writing to Contractor. For cause (including, failure to perform), the City may terminate this Agreement immediately. Contractor will be paid just and equitable compensation as provided in Paragraph 2 for any satisfactory work completed prior to the date of termination. C. Indemnification and Hold Harmless. 1. Contractor shall indemnify, defend and hold harmless the City, its officers, agents, employees, and volunteers, from and against any and all claims, demands, damages, judgments, losses, liability and expense (including, attorney's fees), including but not limited to those for personal injury, death or property damage suffered or incurred by any person, by reason of or in the course of performing this Agreement which is or alleged to be caused by or may directly or indirectly arise out of any act or omission of Contractor, its officers, employees, agents Services Agreement and volunteers, unless caused by the sole negligence of the City. This Agreement shall also include all costs and attorney's fees incurred by the City in defending the same. 2. The parties, by mutual negotiation, waive, as respects the other party, any immunity that would otherwise be available against such claims under industrial insurance provisions of Title 51 RCW D. No Partnership It is understood and agreed that nothing contained in this Agreement shall be considered as in any way constituting a partnership between the City and Contractor. E. Independent Contractor. The Contractor is, and shall be at all times during the term of this Agreement, an independent contractor and not an employee of the City. The parties frilly understand the nature of independent contractor status and intend to create an independent contractor relationship. The Contractor, and not the City, shall have the right to control the manner and means by which the work or services is accomplished. The City shall retain the right, however, to ensure that the work or services is being performed according to agreed -upon requirements. Consistent with this relationship, Contractor shall not be covered by any City benefit programs, such as health and welfare benefit plans, social security, workers compensation or unemployment compensation, and shall not be treated as an employee for federal or state tax purposes or any other purpose. Contractor shall be responsible for paying all taxes related to payments City makes to Contractor, including federal income taxes, self-employment (Social Security and Medicaid) taxes, local and state business and occupation taxes, and the City is not responsible for withholding for or paying any of those taxes. F. Non-discrimination Contractor and its employees, agents and subcontractors, if any, shall at all times comply with any and all federal, state or local laws, ordinances, rules or regulations with respect to non-discrimination and equal employment opportunity, which may at any time be applicable to the City by law, contract or otherwise, including but not limited to all such requirements which may apply in connection with employment or the provision of services to the public. G. Compliance with all applicable laws Contractor shall at all times in connection with performance of this Agreement, comply with any and all other applicable federal, state and local laws, rules, ordinances and regulations. H. Notices. All notices shall be delivered personally or may be mailed by certified mail, return receipt requested, to the other party as their address appears of record with the City or State. In the case of notice by mail, notice shall be deemed given on the date of postmark. I. Ownership of Documents All work products, papers, notes, memoranda, correspondence, drawings, specifications, reports, and other documents and records of any sort produced, received, held or maintained in conjunction with the performance of this Agreement by the Contractor shall be and are the exclusive property of the City, except that the Contractor may use such materials to assist other public agencies. Upon request of the City, or upon completion of any of the services provided for in this Agreement, or upon ter-rnination of this Agreement for any reason, the Contractor shall deliver to the City, machine -reproducible in format acceptable to the City copies of any and all such materials. J. Nonwaiver. Any failure by the City to enforce strict performance of any proviso of this Agreement will not constitute a waiver of the City's right to subsequently enforce such provision or any other provision of this Agreement K. Severability If any term or provision of this Agreement is held invalid, the remainder of such terms or provision of this Agreement shall not be affected, if such remainder would then continue to conform to the terms and requirements of applicable law. L. Legal Fees In any lawsuit between the parties with respect to matters covered by this Agreement, the prevailing party will be entitled to receive its reasonable attorney fees and costs n the lawsuit, in addition to any other relief that may be awarded. M. Applicable Law; Venue This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. The venue of any action shall be in the Superior Court of Jefferson County. Services Agreement N. Assignment or Delegation. Contractor shall not assign any of its rights or interest in this Agreement, nor delegate any of its duties hereunder to any other person, firm or entity without the express written consent of the City first being obtained. O. Modification. No modification of this Agreement shall be effective unless agreed to in writing and signed by the Parties. P. Complete Agreement This Agreement together with the Attachments reflects the entire agreement of the parties relating to the subject matter thereof, supersedes all prior or contemporaneous oral or written agreements, or any understandings, statements, representation or promises, and is intended fully to integrate the agreement between the parties with respect to the matters described in this Agreement. Q. Other Terms. Additional Terms (if any) are set forth in an Attachment that will be numbered Attachment 3, and initialed and dated by the parties. N/A IN WITNESS WHEREOF, the City of Port Townsend and Contractor have executed this Agreement. THE CITY OF PORT TOWNSEND, Washingto i 'cipal corpora n By: David G. Timmons, City Manager Date: _ 5-- /D , 201 �-- Atte 2 Pamela Kolacy, MMC, City Clerk CONTRACTOR By: C CCU , Title Date: , 201 2-- Approy as to form: �7 John P. Watts, City Attorney Services Agreement J"a CITY OF PORT TOWNSEND E��7 ENCUMBERED CONTRACT REQUISITION (YRMMDD) Request Date: April 28,2012 VENDOR: Olympic Peninsula YMCA FUND: Contract period: Insurance ii SalesTax Amount budgeted for current calendar; year Community Services Fund Supplemental 2012 Requested Yes / No $ AMENDMENT DESCRIPTION BARS CODE PM Code AMOUNT TOTALDUE omPletea �m YMCA 2012 Service Agreement 2012 199-000-571-900-41 26,500.00 $26,500.00 I 3 I _................ i z. _. _.__. E _ $0.00 2 3 4 5 6 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 e__ .,..__ _ ..... ,.... ...... ._...... . $0.00 FORWARD COMPLETED DOCUMENTS TO JOANNA SANDERS G:\City Admin\Clerk\forms\Finance\Fncumhered Contract Req YMCA Services 2012 � 26.5K General Fund.xlsx Updated: 01/01/2012