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AG 24-067 - HISTORICAL SOCIETY OF FEDERAL WAYRETURN TO: PK ADMIN EXT: 6901 ID #: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PARKS DEPT / 2. ORIGINATING STAFF PERSON: John Hutton EXT: 6901 DATE REQ. By; 3. TYPE OF DOCUMENT (CHECK ONE: p CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL 0 OTHER M O U 4. PROJECT NAnLE: Historical Cabins Operations and Maintenance 5. NAME OF CONTRACTOR: Historical Society of Federal Way ADDRESS: TELEPHONE: E-MAIL: FAX: SIGNATURENAME: Mary Ehlls TITLE: President 6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL, EXP. 12/31/ UBI # . EXP. / / 7. TERM: COMMENCEMENT DATE: Upon Signature COMPLETION DATE: 12/31/28 W/5 year autoreneW S. TOTAL COMPENSATION: $ NIA (INCLUDE EXPENSES AND SALES TAX, IF ANY (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES REIMBURSABLE EXPENSE: ❑ YES 13 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: p RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: N/A 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PARKS PROJECT MANAGER ❑ PUBLIC WORKS ❑ DEPUTY DIRECTOR DIRECTOR JRH 3/25/2024 LAW DEPT JE 411/24 0. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: N/A COMMITTEE APPROVAL DATE: N/A SCHEDULED COUNCIL DATE: N/A COUNCIL APPROVAL DATE: N/A 1. CONTRACT SIGNATURE ROUTING DATI SENT: I i l7I 1r DATE REC' n: ❑ SENT TO VENDOR/CONTRACTOR ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) JJ INITIAL / DATE SIGNED t7�AW DEPT 1 I ��. IVATORY (MAYOR OR DIRECTOR ❑ CITY CLERK ❑ ASSIGNED AG # AG# ❑ SIGNED COPY RETURNED DATE SENT: 4 • t COMMENTS: Has 5 year auto -renewal - expires 12/31/2034 - unless terminated by either party 1112023 AGREEMENT BETWEEN THE HISTORICAL SOCIETY OF FEDERAL WAY AND THE CITY OF FEDERAL WAY FOR THE OPERATIONS AND MAINTENANCE OF HISTORICAL CABINS N THIS AGREEMENT ("Agreement") is made this ;,� day of R pr, 2024, by and between the undersigned representatives of the Historical Society o ' ederal Way ("Society"), a Washington nonprofit corporation, and the City of Federal Way ("City"), a Washington Municipal Corporation. WHEREAS, the Society's principal mission is to research, record, preserve, and educate the public regarding the history of greater Federal Way; and WHEREAS, the Society owns two historical cabins commonly known as the Denny Cabin and the Barker Cabin (collectively, "Cabins") located at the West Hylebos Wetlands Park; and WHEREAS, the City owns and operates the West Hylebos Wetlands Park, located at 411 S. 3481h Street, Federal Way, Washington, 98003 ("Park"); and WHEREAS, the City currently operates and maintains the Park, and the Society currently maintains and repairs the exterior and interior of the Cabins as necessary to maintain the Cabins in good condition and repair; and WHEREAS, the City and the Society desire to enter into a new Agreement that outlines and continues the City's and Society's obligations regarding the Park and the Cabins. NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, it is mutually agreed and covenanted, by and between the parties to this Agreement, as follows: 1. Commitment of Society. 1.1 The Society shall continue to maintain and repair the exterior and the interior of the Cabins in accordance with all applicable laws and as necessary to maintain the Cabins in good condition and repair, and maintain their suitability for public use. 1.2 The Society shall continue to be responsible for all janitorial services supplied to the Cabins, which services shall be at the election of the Society. 1.3 The Society shall develop and maintain a historical interpretive center in the Cabins, when funds and resources become availablo. 1.4 The Society agrees that it will not charge a fee to the public to enter the Cabins. The Society shall be entitled to one hundred percent (100%) of all donations clearly directed to the Society. 2. Commitment of the City. The City agrees to continue to operate and maintain the Park in a manner that will allow the Society to continue its maintenance, repair, and operation of the Cabins at the Park. 3. Term and Termination. The term of this Agreement shall commence on the date written above and shall continue until December 31, 2028. This Agreement will automatically renew for an additional 5-year term, commencing on January 1, 2029, until December 31, 2034, unless one party notifies the other party in writing prior to December 1, 2028, that such party is opting out of the additional 5-year term. The parties may agree to extend the term of this Agreement in writing signed by both parties. 4. Indemnification. The Society shall indemnify and hold harmless the City and its officers, boards, commissions, employees, agents, attorneys, and contractors from and against any and all liability, damages, and claims, (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be asserted by reason of any act or omission of the Society, its employees, agents, or contractors, which may arise out of this Agreement. The City shall indemnify and hold harmless the Society and its officers, boards, commissions, employees, agents, attorneys, and contractors from and against any and all liability, damages, and claims, (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be asserted by reason of any act or omission of the City, its employees, agents, or contractors, which may arise out of this Agreement. 5. Insurance. It is hereby understood and agreed that the City and the Society shall obtain and maintain general liability insurance in an amount not less than Two Million and No Dollars ($2,000,000) single limit liability. The Society shall provide the City with a certificate of general liability insurance naming the City as an additional insured and showing proof of the required insurance coverage. Insurance coverage shall be maintained at all times during the term of this Agreement. 6. General Provisions. This Agreement contains all of the agreements of the City and the Society with respect to any matter covered by this Agreement. No provision of this Agreement may be amended or added to except by written agreement signed by the City and the Society. Neither Party shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder with the prior written consent of the other parry. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 2 IN WITNESS WHEREOF, the Society and the City have executed this Agreement as of the day and year first written above by their duly authorized representatives. CITY OF FEDERAL WAY ATTEST: y lerk, Stephanie Co ey, CMC APPROVED AS TO FORM: HISTORICAL SOCIETY OF FEDERAL WAY: Mary Ehlis, e den# GQ.Rf City Attorney, J. yan Call STATE OF WASHINGTON ) ss. COUNTY OF1 On this day personally appeared before me Mary Ehlis, to h n known foregoing to be the Preside of and Historical Socie of Fethe deral Wa that executed the acknowledged the said instrument to be the free and voluntary h stated that he oreshe waid a authorized to for the uses and purposes therein mentioned, and on execute said instrument and that the seal affixed, if any, is.the corporate seal of said corporation. , GIVEN under my hand and official seal this ��`"da y of 2024. �•� �FER P� ►+1►► 7�'_`;� ���'''• �1z Notary's signature 'Notary's printed name FZ Q 210o4a32 Notary Public in and for the State of s N 011 ��G = 2 S - ., a = a Washington. ' - , �i 9�''�''`���,�►.�'ta�� My commission expires .� I ►Ili, � ; WAS'("`��.