Loading...
048-14 - Kitsap Regional Library - ContractKitsap Regional Library 1301 Sylvan Way Bremerton, WA 98310 (360) 405-9158 CITY OF PORT ORCHARD MEMORANDUM OF AGREEMENT This Memorandum of Agreement (the "Agreement") is entered into as of May 12, 2014 by and between the Kitsap County Rural Library District d/b/a Kitsap Regional Library ("Library District") and the City of Port Orchard ("City"). Library District and City are collectively referred to as the "Parties" and individually as a "Party". RECITALS A. As owners of the building located at 87 Sidney Avenue, Port Orchard, Washington (the "Library Facility"), City has a need for library services that can be provided by the Library District. B. Library District is able to supply staffing, technology, materials, programming and associated personnel and administrative support to provide library service. C. City recognizes that it will benefit from such services as the Library District can provide, and Library District recognizes that it will benefit from providing the service. D. The Parties now desire to enter into this Agreement under the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, the parties hereto agree as follows: 1. City agrees to make the Library Facility available to the Library District, which Library District shall use as a branch library, without rental expense to the Library District. 2. City agrees to provide utility services at its own expense, including but not limited to: heating, air conditioning, electricity, potable water, sewer, solid waste, and shall further provide all necessary services for structural maintenance of the Library Facility, including but not limited to building maintenance and capital facility needs. Library District will Bainbridge Island • Downtown Bremerton • Kingston . Little Boston • Manchester . Port Orchard 9 Poulsbo . Silverdale 9 Sylvan Way 9 Bookmobile . Outreach 9 www.krl.org CITY OF PORT ORCHARD MEMORANDUM OF AGREEMENT Page 12 provide janitorial service and supplies. Parties agree that minor maintenance requests shall be first evaluated by Library District Facilities staff, and where feasible resolved by the District. Substantial building repair requests shall be submitted to the City Public Works Director, or their designee, by Library District's facility staff. The scope of repairs shall be at the sole determination of the City. 3. The City shall provide low maintenance xeriscape landscaping on City owned Library area property. In concurrence with the City, the District may enter into an agreement(s) with third Party(s) to provide landscape, maintenance, and irrigation system services, which expense shall be at the sole cost to the District. 4. Library District agrees to provide library services in the Library Facility, including, but not limited to, books and materials, programming, staffing, technology, telephone and data connection costs. Library District will notify City in advance of any changes in hours. 5. All furnishings, including without limitation the library collection, removable fixtures, including without limitation shelving and other trade fixtures, and equipment (collectively, the "Library District Furnishings"), are or will become property of Library District. Permanently mounted fixtures will remain part of the building and therefore owned by the City. 6. Library Facility Capital Improvement requests shall be submitted no later than August 31 for inclusion in the City's Preliminary Budget process. Changes to the structure of the Library Facility will be negotiated and done in partnership so as not to impede or disrupt library service to the public as much as possible. 7. City shall maintain at all times, at its sole expense and in such amounts as it shall determine to be adequate, fire and extended coverage insurance for the Library Facility. Library District shall maintain at all times, at its sole expense and in such amounts as it shall determine to be adequate, fire and extended coverage insurance for the Library District Furnishings. City and Library District shall each maintain at its sole expense, a policy or policies of comprehensive general liability insurance against loss suffered or alleged to be suffered by any person or persons or to any property, on or about the Library Facility or resulting from the operation thereof by the respective parties in accordance with this Agreement, such insurance to afford protection in the amounts of not less than $1,000,000 single limit/$2,000,000 aggregate. City and Library District each shall be listed as an additional insured on the other's policy or policies providing such comprehensive liability coverage, and each shall obtain the agreement of its insurer to provide notice to the other of any expiration or cancellation of coverage at least 10 days prior to such expiration or cancellation. CITY OF PORT ORCHARD �L MEMORANDUM OF AGREEMENT Page 13 8. City Indemnity of Library District. To the extent permitted by law, City shall indemnify and hold harmless Library District and its officers, directors, trustees, agents and employees from any and all demands, claims, causes of action, losses, damages, liabilities, obligations, remedies, penalties, costs and expenses (including without limitation, reasonable attorneys' fees) arising out of, pertaining to, or in connection with (i) any acts or omissions of City, its successors, assigns or agents, subsequent to the date of this Agreement with respect to or in relation to the Library Facility or any of the improvements, equipment or furnishings therein or any of the services provided pursuant to this Agreement, and (ii) a breach of any representation or warranty made herein. 9. Library District Indemnity of City. To the extent permitted by law, Library District shall indemnify and hold harmless City and its officers, directors, trustees, agents and employees from any and all demands, claims, causes of action, losses, damages, liabilities, obligations, remedies, penalties, costs and expenses (including without limitation, reasonable attorneys' fees) arising out of, pertaining to, or in connection with (i) any acts or omissions of Library District, its successors, assigns or agents, subsequent to the date of this Agreement with respect to or in relation to the Library Facility or any of the improvements, equipment or furnishings therein or any of the services provided pursuant to this Agreement, and (ii) a breach of any representation or warranty made herein. 10. Authority. The Parties each represent and warrant that they and/or their undersigned agents have full power and authority to enter into and to execute this Agreement, and that the execution, delivery and performance by the Parties of this Agreement and the related documents is not in conflict with any law, rule, regulation, writ, judgment, injunction, decree or award, or with the provisions of any agreement to which the Parties or any of them may be bound, including, without limitation, their articles of incorporation or bylaws. 11. Effective Date. This Agreement shall become effective when, and only when, it has been duly executed by both of the Parties. This Agreement shall be in effect for one year from the date written above. This Agreement shall renew annually upon written consent by the Parties. 12. Termination. This Agreement may be terminated for cause by either Party on 30-days written notice. This Agreement may be terminated without cause by either Party on 60- days written notice prior to the end of the first year, or any subsequent annual renewal of this Agreement. 13. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the successors, assigns, trustees, receivers, personal representatives, legatees and devisees of the Parties. Except as set forth herein, no person, organization or CITY OF PORT ORCHARD �L MEMORANDUM OF AGREEMENT Page 14 association other than Library District and City shall have any rights or claims under this Agreement. 14. Entire Agreement. This Agreement embodies the entire agreement and understanding between the Parties and supersedes all prior agreements and understandings related to the subject matter hereof. 15. Counsel's Advice. The Parties represent that they have reviewed the terms of this Agreement with their attorney, that they are authorized to enter into this Agreement, and the Agreement is executed freely and voluntarily as of the date hereof. 16. Further Assurances. The Parties will use all reasonable efforts to execute such documents and to take such other actions as may be reasonably necessary to consummate and give effect to the terms of this Agreement. 17. Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. The Kitsap County Superior Court shall have jurisdiction and venue of any action or proceeding arising out of or related to the negotiation, execution, performance, breach or the enforcement of this Agreement. 18. Attorney's Fees to Prevailing Party. In the event of any litigation in connection with this Agreement, the prevailing Party shall be entitled to recover its attorney's fees and other costs and expenses, including attorney's fees in both trial and appellate courts and in any bankruptcy proceeding. 19. Counterpart Signatures. This Agreement may be executed in several counterparts, which when taken together shall constitute one original Agreement. A facsimile signature shall be deemed an original signature for all purposes. IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement as of the date first above written. (The remainder of this page left intentionally blank. Signature page to follow.) I CITY OF PORT ORCHARD MEMORANDUM OF AGREEMENT Page 15 KITSAP COUNTY RURAL LIBRARY DISTRICT (dba KITSAP REGIONAL LIBRARY) % 4 �j Dan Gottlieb, President Board of Trustees 1301 Sylvan Way Bremerton, WA 98310 CITY OF PORT ORCHARD Tim Matthes, Mayor Attest: Brandy Rinearson, City Clerk Approved as to form: City Atto SEALo : A