|
DRAFT
<br />10-14-09
<br />
<br />312576v1 SJR-
<br />163485 MU205210-435
<br />10
<br />
<br />O. Contracts, Utilities and Services. City and YMCA shall make contracts required for
<br />electricity, gas, telephone, fuel, or water, and such other services as City and YMCA
<br />shall deem necessary or prudent for the operation of the Rec Center and the City shall pay
<br />such expenses.
<br />
<br />P. Relationship of YMCA to City. The relationship of the parties to this Agreement shall
<br />be that of principal and agent, and all duties to be performed by YMCA under this
<br />Agreement shall be for and on behalf of City, in City's name, and for City's benefit. In
<br />taking any action under this Agreement, YMCA shall be acting only as an agent for City,
<br />and nothing in this Agreement shall be construed as creating a partnership, joint venture,
<br />or any other relationship between the parties to this Agreement except that of principal
<br />and agent. Neither party shall have the power to bind or obligate the other except as
<br />expressly set forth in this Agreement, except that YMCA is authorized to act with such
<br />additional authority and power as may be necessary to carry out the spirit and intent of
<br />this Agreement.
<br />
<br />Q. Indemnification Survives Termination. All representations and warranties of the
<br />parties contained herein shall survive the termination of this Agreement.
<br />
<br />R. Force Majeure. Any delays in the performance of any obligation of YMCA under this
<br />Agreement shall be excused to the extent that such delays are caused by wars, national
<br />emergencies, natural disasters, strikes, labor disputes, utility failures, governmental
<br />regulations, riots, adverse weather, and other similar causes not within the control of
<br />YMCA, and any time periods required for performance shall be extended accordingly.
<br />
<br />S. Change in Key Personnel. If there is a personnel change in the YMCA’s Chief
<br />Executive Officer, Chief Operating Officer, or Northwest Family YMCA Executive
<br />Director or in the City’s Clerk-Administrator or Finance Director, a meeting of said
<br />individuals shall be held within forty-five (45) days to review the general terms and
<br />conditions of this Agreement. In addition, if there is a change in two or more members of
<br />the City Council of the City within a three month time period, the City may request a
<br />meeting with the aforementioned individuals to review the general terms and conditions
<br />of this Agreement.
<br />
<br />T. Invalidation of Particular Provisions. If any clause, term or provision of this
<br />Agreement, or the application thereof to any person or circumstance shall to any extent,
<br />be invalid, unenforceable, or not in compliance with state bond financed property
<br />requirements, the remaining term of this Agreement, or the application of such term or
<br />provision to persons or circumstances other than those as to which it is held invalid or
<br />unenforceable, shall not be affected thereby, and each term and provision of this
<br />Agreement shall be valid and be enforced to the fullest extent permitted by law. It is the
<br />intention of the parties hereto that in lieu of each clause, term or provision of this
<br />Agreement that is illegal, invalid, unenforceable, or not in compliance with state bond
<br />financed property requirements, there be added as part of this Agreement a clause, term,
<br />provision, or state bond financed property requirement similar to such illegal, invalid or
|