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HomeMy WebLinkAboutReso 10-11 YMCA Grant AgmtRESOLUTION NO. 10- 11 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********* APPROVING A GRANT AGREEMENT WITH THE YMCA OF THE EAST BAY WHEREAS, the YMCA of the East Bay is seeking to expand its operations, programs and activities to serve the Tri-Valley; and WHEREAS, the City of Dublin has been working with the leadership of the YMCA of the East Bay to site their new location in Dublin; and WHEREAS, the YMCA of the East Bay has selected a new location in Dublin at 6693 Sierra Lane, doubling the size of their operation in the Tri-Valley; and WHEREAS, the City plans to utilize $400,000 in Community Benefit payment funds allocated and collected pursuant the Jordan Ranch Development Agreement to provide grant funding to the YMCA of the East Bay; and NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Dublin does hereby approve the Grant Agreement, attached hereto as Exhibit A, and authorizes the City Manager to make non-substantive changes to, and execute the Agreement. PASSED, APPROVED AND ADOPTED this 15t day of February 2011 by the following vote AYES: Councilmembers Biddle, Hart, Hildenbrand, Swalwell, and Mayor Sbranti NOES: None ABSENT: None ABSTAIN: None ~ ~~,~~- Mayor ATTES • ~ ~ City Clerk Reso No. 10-11, Adopted 2-1-11, Item 8.1 Page 1 of 1 Fax sent by : 5184125656 WEST C. C._ YhCA 01-26-11 69:49a Pg: 2~6 3 ~6~~ GRAIdT AGREEMENT THIS GRANT AGREEMENT (°Agreement~ is entered into as of ' (`Agreement Date~, between the City of Dublin ("City°), and YMCA of the East 8ay, a no~pmfit corporation (°G~antee~. G~antee and City are hereina~er collectively referred to as the "Partes,° RECfTALS A. The City desires to provide funding to defray the costs to Grantee of operating a administraGve offices, programs and activities for the YMCA located within the City at 6693 Sierra Lane, . Suite,F ("Propert~'). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are he~eby acknowledged, the Parties to this Agreement agree as follows: Grantee's Obiiqations 1.1 Grantee agrees to util¢e the Property to provide the community-related work, services~or activities ('Services") set forth in Exhibit A to this Agreement. 1.2 Grantee agrees to use the proceeds of the Grant funding received pursuant to this Agreement solely to pay for the costs, associated with providing Services at the Property. 1.3 Grantee agrees to not'rfy ihe City of any changes to its lease and the status of its occupation ~f the Property. In the event that Grantee elects to vacate the Property, Grantee shall provide City a minimum of forf.y-five (45) days notice prior to vaca6ng the Property. - 1.4 In the event that Grantee vacates the properly less than three hundred sixty-five (365) days after receiving a grant disbursement from City pursuant to Section 2.3 of this Agreement, Gr'antee agrees to repay the Gity in an amount calculated pursuant to Section 2.4 of this AgreemenG , .. 1.5 Grantee shall submit an annual report to the Ciry ariesting that it is in compliance with the terms of the lease and occupation the property for the following year as a condition of the disbursement. Additionally, the report shall summarize the number of Dublin residents served by the programs, senrices and activities offered at the new faciliiy. This informatlon should be divided among those served through recreational programs and those served through community based programs. 2. CitWs Obli~ations. _ 2.1 City agrees to provide a Grant to Grantee in the amount ~f FOUR HUNDRED THOUSAND DOLLARS ($400,000), to be made in fve (5) annual installments, upon the tenns and conditions and for the purposes set forth in this Agreement. It is understood and agreed by the Parties that each installment is intended to defray Grantee's costs of providing Services pursuant to this ~reement fot the three hundred sixty-five (365) days following each payment. ' 840153.6 Fax sent by : 5184125658 WEST C. C. YMCA 81-26-i1 89:49a Pg: 3/6 ~ ~~, ~ ~ 2,2 Condition Precedent to CitWs Obli~ation to Disburse. Prior to the first disbur~ement of any Grant proc;eeds, the Grantee agrees fo fumish the City wifih an executed agreement for t~e lease of facilities at khe Property fo~ a period of no less than five (5) years. 2.3 Disbursement of G nt Proceeds. Upon satlsNacfion of the condition set forlfi in Section. 2.2 herein, City shall make a total of five (5) disbursements of the grant funding to Grantee according to the following schedule: ~ 2,3.1 The firsf payment, in the amount of one hundred twenty thousand dollars ($120,000), shall be made within ninety (90) days of Grantee's delivery to City of an executed copy of the lease agreement as p~ovided in Section 2.3 of this Agreement, or upon the first day Grantee is eniibed to occupy the Property pursuant to said lease agreement ("Occupancy Date°), whichever Is later. 2.3.2 The City shall make four additional annual payments, each in the amount of seventy thvusand dollars ($70,000). The annual payments shall be made no later than the annive~s~ry of the fi~st payment made pursuant ta Section 2.3.1 of this Agreement. ~ 2,4 In the event that the Grantee ceases providing Services at the Property, the City shall not be obligated to make any additional payments to Grantee. The City shall be entitled to reimbursement for the pro-rated portion of the three hundred sixty-five (365) days following the most recent annual payment, during which Grantea will not provide Services pursuant to this Agreement 3. Grantea Representations and Warranties. 3.1 Grantee wa~rants that it is duly organized unde~ appticable laws of the State of Califomia, is qualified to do business in the City, and is in compliance in all material re5pects vvith all laws and ~egulations necessary to pr~vide the Grant Services. 3.2 Grantee warrants that it has authority, and has completed all proceedings and obtained all approvals necessary to execute, deliver, and perform its obligations under this Agreement. 4, Assiclnment. Grantee shall not cause ot pennit any voluntary transfer, assignment or conveyance ofthis Agreement. - 5. Indemnification. Grantee shall defend (with counsel acceptable to City), hold harmless and indemnify the City and its elected and appointed officisls, officers, agents and employees irom and against all claims, liability, costs, expenses, loss or damages of any nature whatsoever, including reasonable attomey's fees, arising out ofi or in any way connected with its performance of the Services pursuant to this. Ag reement. 6. Relationship of Parties. Nothing contained in this Agreement shal! be oonstrued as c.~eating ihe relationship of employer and employee or principal and agent between Gity and Grantee or Grantee's agents or employees, and Grantee sha~ at afl times be wholly responsibls for the manner in which it or Rs agents, or both, perform under,this Agreement. 840153.6 Fax sent by : 51841Z5658 WEST C. C. YnCA 81=26-11 99:49a Pg: 4/6 ~ r~ ` ~ 7. No Third Partv Ciaims. Nothing contained in this Agreement shaU c~eate or justify any claim against the City by any third person whom Grantee may have employed or contracted or may employ or contract relative to the purchase of any material, supplies or equipment, or the fumishing or the ~performance of any work or services with respect to any programs or projects being undertaken by Grantee. , 8. No4ces. Any notice, request or consent required pursuant to this Agreement shall be deemed: delivered upon receipt when delivered personally or by facsimile transmission, provided that a transmission report is generated reflecGng the accurate transmission thereof, or three (3) business days after being deposited in the U.S. mail, first class postage prepaid, retum receipt requested, or one (1) day after deposit with a nationally recognized ovemight carrier addressed as follows: City: City of Dublin 100 Civic Plaza ` Dublin, CA 94568 Facsimile: (925) 833-6651 Attn: City Manager Grantee: YMCA of the East Bay 263 S. 20~ Street Richmond, CA 94804 Facsimile: 514d 12-5650 Attn: Don Lau, Executive Vice President or to such other add~esses as ~e parties may designate by notice as set forth above. 9. Attomevs' Fees. If any action is instituted by any Party to this Agreement to enforce this Agreement, or to colfect any sums due hereunder, the prevailing Party in such action shall be enfi~ed to recover its cosis and reasonable attomeys' fees as awarded by the court in that action. 10. 5everabilitv. If one or mone provisions of this Agreement are found invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not in any way be affectad, prejudiced, disturbed or impaired thereby, and all other provisions of this Agreement shall remain. in full force and effect. 11. Amendments/Entire A~reement. City and Grantee reserve the right to amend this Agreement by. mutual consent It is mutually understood and agreed that no amendment, modifrcation, alteration.or ~ variation of the terms of this Agreement shall be valid.unless in writing and signed and acknowledged and . app~oved by both parties. This Agreement constitutes the entir~ agreement of the parties and no oral understandings or agreement not inco~porated herein shall be binding on either Par1y. ~ 12, _- Cit~s Riqhts and Consent. No forbearance, failure or delay by the City in exercising any right, power or remedy, nor any single or partial exercise by fhe Ciry of any right or remedy hereunder shatl preclude the further exercise of such right, power or remedy. City's consent to any act or omission by 8d0153.6 Fax sent by : 5184125658 WEST C. C. Y~CA. 81-26-11 69:49a Pg: 5/6 / .~ . ~f ~ i `i' Grantee may not be construed as the Citys canssnt to any other or subsequent act or omission or as a waiver of the requir~ment to obtain Cit}~s consent in any other instance, All of Citys rights, powers and remedies are cumulative and sha11 continue in full force and effect until specificatly waived in writing by City. 13. Duration/Survival. This Agreement shall aontinue in tull for e and ef~ect until the obligations due under this Agreement have tieer~ satisfied in full. NQN~ithstanding t~e foregoing, the indemnification provisions of Section 5 of this Agreement shall survive the expiration of t~is Agreement. 14. Counterparts. Facsimile Codies. This Agreement may be executed in counterparts, each of which shall be deemed an original, but al! of which together sha~ constitute one and the same agreement IN WITNESS WHEREOF, ~he City and the Grantee have executed this Agreement as of the date first above vrritten. ~ Dublin Bv: ~ City Manager . ATTEST: ~ By: ~ City Clerfc REVIEWED AS i'0 FORM By: , City Attomey YIIACA Eas4 Bay ' . ~ Exec tive ~ce P~sident 14890$ _ 8<0153.6 Fax sent by : 5184125656 WEST C. C. ~MCA 61-26-11 89:5Ba Pg: 6/6 : ~ ~D~~ . ~ Exhabit A Proposed Programs and Services Offered at the Dublin YA~CA Trt-Valley Campus The Tri-Valley YMCA (a branch of the YMCA of t~e East Bay) shall offer the programs and senrices listed below at i~s Dublin location. Notwithstanding the foregoing if the Tri-Valley YMGA, after making a good faith effort to obtain all permits necessary to offer said programs and services, is unable to obtain any such necessary permit, the Tri-Valley YMCA shall be excused from.providing any program o~ service for which it is unable to obtain a~necessary pe~mit. a Administration (TVY & BSC) • Volunteer Committees ~ Holiday Camps • Summer Day Camps ~ • Specialty Camps • Community Meetings (AA, Bible Study, etc.) • Special Events • You~h 8~ Govemment Delegation ~ Y Cuides Leadership ~ ~ Y Princesses Leadership ~ ~ . Y Trailblazer l.eade~hip • . Parent Education ~ support ~. Mommy 8 Me, Parent-Child Classes , ~ M0111my & Me, Parent-Child Classes o Building Futures Mentoring o Teen Leadership Development • FR Committes • FR Campaign • Fitness Classes " ~ Health and Wellness Classes this li5t of programs and services offered is intended to complement, not campete with programs and services offered by the City of Dublin's Pa~CS and Community Services Department. Any addi~ions to the programs and services offerings will be subject to review and approval by the City Manager, and will be - subject to the Qublin Municipal Code. ~ , aao~~a,s