HomeMy WebLinkAboutYMCA Concession Agreement Amendment 2_____________________________________________________________________________
Finance │ 345 6th Street, Ste100., Bremerton, WA 98337 * Phone (360) 473-5306 * Fax (360) 473-5018
Executive Correspondence Routing Memo
Date: June 30, 2021
Description: YMCA Concession Agreement Amendment 2 and Reinstatement of the
Action Requested: Review and sign the YMCA Concession agreement short-term amendment
extending the initial term of the Concession Area to December 31, 2021 and extending the
Notice of Termination period to September 30, 2021.
Originator: Melinda Monroe
Coordination / Approval / Recommendation:
Parks Director (if applicable): Recommended Initials/date _____
City Attorney (if applicable): Recommended Initials/date __ ___
Approval/Signature: Please sign the enclosed agreement as indicated
Mayor: Approval / Signature Please sign the enclosed agreement as indicated
City Clerk: Approval/Signature Please sign the enclosed agreements as indicated. * please
notarize the page indicated
Please return to Finance/Contracts Administration for final processing upon approval /
signature.
Notice of
Termination period
verbal 6.30.21
Mychael Raya
Digitally signed by Mychael Raya Date: 2021.06.30 16:48:59 -07'00'
DocuSign Envelope ID: CBFFD5E4-D8DE-4A93-8669-1A1C686F061C
Second Amendment to and Reinstatement of the Concession and Management Agreement YMCA of Pierce and Kitsap
SECOND AMENDMENT TO AND
REINSTATEMENT OF THE
CONCESSION AND MANAGEMENT
AGREEMENT BETWEEN
CITY OF BREMERTON
AND
YMCA OF PIERCE AND KITSAP COUNTIES
DocuSign Envelope ID: CBFFD5E4-D8DE-4A93-8669-1A1C686F061C
Second Amendment to and Reinstatement of the Concession and Management Agreement YMCA of Pierce and Kitsap
THIS SECOND AMENDMENT TO AND REINSTATEMENT OF THE CONCESSION AND MANAGEMENT AGREEMENT ("Agreement") is made effective as of May 31, 2021 notwithstanding the date fully executed by and between the CITY OF BREMERTON, a
Washington municipal corporation (hereinafter referred to as the "CITY"), and YMCA OF PIERCE AND KITSAP COUNTIES, a Washington non-profit corporation (hereinafter referred to as the "YMCA") below, collectively referred to collectively as the "Parties."
RECITALS
WHEREAS, the parties entered into a Concession and Management Agreement effective
October 10, 2011; and
WHEREAS, the parties agreed December 4, 2020, to extend the original term of the current Concession and Management agreement to June 30, 2021; and WHEREAS, on March 1, 2021, the YMCA exercised its right to terminate the Agreement relative only to the Glenn Jarstad Aquatic Center (“Pool Management”) pursuant to certain termination notice (“Notice”) under Section 4.5.6 of the Agreement, and by letter, dated March 5, 2021, the City accepted said Notice pursuant to Section 4.5.6 and Section 2.2.2 of the Agreement;
WHEREAS, during the 90 days’ notice of termination period that expired May 31, 2021, the YMCA and the City entered into negotiations concerning terms and conditions of a possible pool management agreement going forward, addressing, in particular, certain known Extraordinary Expenses, as that term is defined in the Agreement;
WHEREAS, Section 4.5.6 of the Agreement contemplates that following such Notice, the Parties may attempt to negotiate a path forward on new or different terms. Unfortunately, the Parties were unable to reach agreement during said Notice period; WHEREAS, the Parties desire to continue discussion for a short period of time and during that time, for the YMCA to continue management of the Pool on a limited basis as further described herein; WHEREAS, furthermore, the YMCA desires to extend the operations portion of the
Concessions Area & YMCA Recreational Center (as defined in the Agreement) through December 31, 2021. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by the Parties, the Agreement is amended as follows: 1. Recitals; Definitions. All of the above recitals are incorporated herein and made a part hereof as if first stated herein. All of the defined terms herein shall have the meaning ascribed
thereto in the Agreement unless otherwise defined herein. 2. Reinstatement and Amendment. The City acknowledges and agrees that on March 1, 2021 the YMCA timely exercised its right to terminate the Pool Management portion of the
DocuSign Envelope ID: CBFFD5E4-D8DE-4A93-8669-1A1C686F061C
Second Amendment to and Reinstatement of the Concession and Management Agreement YMCA of Pierce and Kitsap
Agreement under Sections 4.5.6 of the Agreement by the giving of certain Notice describe above, and that on March 5, 2021, the City, by letter to the YMCA, confirmed and accepted such termination Notice relative to the Pool Management. The City further acknowledges that the
effective date of such termination Notice was May 31, 2021. Notwithstanding such termination, the Parties have agreed to reinstate the Pool Management portion of the Agreement and backdate the effective date of this amendment to May 31, 2021 and amend it by extending the term of the Pool Management portion of the Agreement to expire September 30, 2021 (the “Extended Term”), but only for the sole and limited purpose of serving the community while allowing
discussions over a path forward for longer term pool management continue, which is something the Parties had already contemplated in the Agreement under Section 4.5.6. In addition, the Parties agree to extend the Concession Area/YMCA Recreation Center operations portion of the Agreement to December 31, 2021, to allow for further discussion.
3. Management Expenses & Termination Due to the procedural posture of this Amendment, and the rights already exercised by the YMCA and the City under Sections 4.5.6 and 2.2.2, respectively, the Parties agree that the YMCA will not be responsible for Extraordinary Expenses, whether by virtue of this Amendment or otherwise, nor shall it be required to incur or expend or be responsible for any Extraordinary Expense amounts (as defined in Section 4.5.6 of
the Agreement) during the extended terms of this Amendment. For the avoidance of doubt, the YMCA shall not lose any rights, but shall retain all rights, available to it by virtue of having given the Notice, including but not limited to those related to Extraordinary Expenses. Further, should the Parties not reach agreement during the Extended Term on pool management and Extraordinary Expenses for a more permanent pool management arrangement going forward after
the expiration of this Extended Term, then: (i) the YMCA’s right of termination, already exercised, will nonetheless be honored, unaltered, unamended, and unaffected by this Amendment and will not need to be re-exercised; and (ii) the new effective date of the Notice will be deemed extended to September 30, 2021.
In the event of any conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control and be binding on the Parties hereto.
Nothing in this Amendment shall alter or amend the Agreement other than as stated herein.
The parties whose names appear below warrant that they are authorized to enter into
an agreement that is binding on the parties of this Amendment. In addition, to the extent applicable, the Parties warrant that they have or will inform the surety of this change and shall take appropriate action to modify any bonds required under the agreement to address this change.
Signature page to follow
DocuSign Envelope ID: CBFFD5E4-D8DE-4A93-8669-1A1C686F061C
Second Amendment to and Reinstatement of the Concession and Management Agreement YMCA of Pierce and Kitsap
CITY OF BREMERTON YMCA OF PIERCE AND KITSAP COUNTIES Signature:_______________________ Signature:_______________________ Title:___________________________ Title:___________________________ Date:___________________________ Date:___________________________ Approved as to Form: Approved as to Form: City of Bremerton Attorney Attorney
DocuSign Envelope ID: CBFFD5E4-D8DE-4A93-8669-1A1C686F061C
President and CEO
6/30/2021
Mayor
6/30/2021