050-09 - Resolution - Contract with Kitsap Regional Library DistrictIntroduced by:
Requested by:
Drafted by:
Introduced:
Adopted:
RESOLUTION NO. 050-09
City Clerk
City Clerk
City Clerk
May 12,2009
May 12, 2009
A RESOLUTION OF THE CITY OF PORT ORCHARD,
WASHINGTON, AUTHORIZING THE MAYOR TO EXECUTE
AN AGREEMENT WITH THE KITSAP REGIONAL LIBRARY
DISTRICT
WHEREAS, the City owns the building located at 87 Sidney Avenue, Port
Orchard, Washington, and has a need for library services that can be provided by the
Library District; and
WHEREAS, the Librmy District is able to supply staffing, technology, materials,
programming, and associated personnel and administrative support to provide library
services in Port Orchard but has no building; and
WHEREAS, the citizens of Port Orchard will benefit from the collaborative
effort of the City and the Librmy District to provide libraty services; and
WHEREAS, the City and Library District desire to enter into the Agreement
attached hereto and referenced as Exhibit A; now, therefore
THE CITY COUNCIL OF THE CITY OF PORT ORCHARD,
WASHINGTON, HEREBY RESOLVES AS FOLLOWS:
THAT: The Mayor is authorized to execute an Agreement with the
Kitsap Regional Library District for use of the building located at 87
Sidney Avenue for a five-year term ending on May 31, 2014, and for the
terms as set forth and incorporated herein by reference in the attached
Exhibit A.
PASSED by the City Council of the City ofPott Orchard, SIGNED by the Mayor and
attested by the Clerk in authentication of such passage this 12th day of M
atricia J. Kir patri k, CMC, City Clerk
City of Port Orchard
MEMORANDUM OF AGREEMENT
COPO Contract No. 033-09
This Memorandum of Agreement (the "Agreement") is entered into as of [\:J CU.A ll.. , 2009, 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. Use of Library Facility. 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. Utilities. City agrees to provide utility services at its own expense, including but not
limited to: heating, electricity, water, sewer, solid waste, recycling and shall further provide all
necessary services for maintenance of the Library Facility, including but not limited to janitorial
service and building maintenance, landscaping, upkeep, capital.
3. Library Services. 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.
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4. Contract Fee. In consideration of this agreement on the part of Library District, City
agrees to pay to Library District in each year during the life of this agreement, for library services
for the year in which such payment is made, the sum of money equal to the levy rate applied for
rural library purposes, multiplied by the assessed valuation of all property, including new
construction and annexations, within the City boundaries. Each year's payment shall be made in
two (2) equal installments, with the first installment to be remitted on or before the first of June,
and the second installment to be remitted on or before the first of December.
5. Access. Library District will have exclusive access and use of the entire Library Facility,
including meeting rooms and storage area.
6. Collection, Furnishings, Equipment and Fixtures. The library collection and all removable
furnishings and equipment, including shelving, are or will become property of Library District.
Permanently mounted fixtures will remain part of the building and therefore owned by the City.
7. Structural Changes to Library Facility. 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.
8. Insurance. City agrees to provide adequate insurance for the building, including fixtures.
Library District agrees to provide adequate insurance to cover the collection, furnishings and
equipment. 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 an
any person or persons or 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 not less than $1,000,000 each occurrence and $2,000,000
general aggregate. The City and the Library will provide each other a Certificate of Insurance
naming each other as an additional insured.
9. 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)
(hereafter "claims") 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, except for claims caused by the sole
negligence of the Library District; and (ii) a breach of any representation or warranty made
herein. Provided that if the claims are caused by or result from concurrent negligence oft he City
and the Library District this indemnity provision shall be valid and enforceable only to the extent
of the negligence each entity. Nothing in this section shall be construed to create a liability or a
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right of indemnification in any third party. This section shall survive the expiration of this
Agreement.
10. 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)
(hereafter "claims") 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, except for claims
caused by the sole negligence of the City; and (ii) a breach of any representation or warranty
made herein. Provided that if the claims are caused by or result from concurrent negligence of
the City and the Library District this indemnity provision shall be valid and enforceable only to
the extent of the negligence each entity. Nothing in this section shall be construed to create a
liability or a right of indemnification in any third party. This section shall survive the expiration of
this Agreement.
11. 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.
12. 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 five year from the
date written above. This Agreement may be renewed for one additional 5 year period by written
agreement of the Parties.
13. 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.
14. 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 association other than Library
District and City shall have any rights or claims under this Agreement.
15. 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. This Agreement may be amended, modified or added to only by written
instrument properly signed by both parties.
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16. Termination of 1964 Agreement. By mutual agreement, the parties agree to terminate, in
its entirety, the January 1964 agreement between the City and Library District, effective upon the
execution of this Agreement.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.
22. No New Legal Entity. The parties do not intend to create, through this Agreement, a
separate legal entity subject to suit. Neither party can bind the other to any third-party contracts
or agreements.
23. Assigning or Subcontracting: Neither party shall assign, transfer, subcontract or
encumber any rights, duties, or interests accruing from this Agreement without the express prior
written consent of the other party.
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.)
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Mem orandum of Agreement between Kitsap County Rural Library District and City of Port Orchard Page 5 of 5
CITY OF PORT ORCHARD, WASHINGTON KITSAP COUNTY RURAL LIBRARY DISTRICT
(D/B/A KITSAP REGIONAL LIBRARY):
Attest:
By:
By :
Date Signed : ~)~u I o9
• I
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