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AG 09-118 DATE IN: DATE OUT: CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATIONIDOCUMENT REVIEW/SIGNATURE ROUTING SLIP I. ORIGINATING DEPT.IDIV: PRes 2. 4. 5. 6. 7. 8. 9. ORIGINATING STAFF PERSON: MARY FABER EXT: 6920 3. DATE REQ. BY: APRIL 24.2009 TYPE OF DOCUMENT REQUESTED (CHECK ONE) o PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE/LABOR AGREEMENT o PUBLIC WORKS CONTRACT o SMALL PUBLIC WORKS CONTRACT (LESS THAN $200,000) o PURCHASE AGREEMENT) (MATERIALS, SUPPLIES, EQUIPMENT) o REAL ESTATE DOCUMENT o SECURITY DOCUMENT (E.G. AGREEMENT & PERF/MAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) o CONTRACT AMENDMENT AG#: o CDBG .k(OTHER 50 I C3 FUND MANAGEMENT PROJECT NAME PARKS SAFETY NET FUND MANAGEMENT NAME OF CONTRACTOR: NORTHWEST PARKS FOUNDATION ADDRESS: P.O. Box 605. WOODINVILLE, WA 98072-0605 TELEPHONE: 206-838-7550 SIGNATURE NAME: KRIS BUSH TITLE: EXECUTIVE DIRECTOR ATTACH ALL EXHIBITS AND CHECK BOXES 0 SCOPE OF SERVICES 0 ALL EXHIBITS REFERENCED IN DOCUMENT o INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE l- -:P -e r l'Y\a *"iJ ( It!. \rJ w ct' \ \( -eci,) TERM: COMMENCEMENT DATE: MAY L 2009 COMPLETION DATE: MAy L 2014 TOTAL COMPENSATION 9% OF EVER DONATION (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY 10. f....o;~rfoF~;AGER .. RISK MANAGEMENT . LAW 11. INITIAL/DATE APPROVED t..t .1)) .o~ ,1\"\ P L{ \ ';}.:~ \ 0 "I CONTRACT SIGNATURE ROUTING o LAW DEPARTMENT o CITY MANAGER i!3""CITY CLERK ,.. SIGN COpy BACK TO ORGINATING DEPT. fJ ASSIGNED AG# 0'1 - \ \ ~ o PURCHASING: PLEASE CHARGE TO: N/A INITIALIDATE APPROVED INITIALIDATE APPROVED I I (0w( 4{ ~ t " 1 c1YoY\ 6" I 0'7 / COMMENTS This agency serves as our 501 c (3) for community center capital fund drive and other recreation programs. ______ _-11:..,._ PARKS SAFETY NET FUNDS AGREEMENT April 14, 2009 AGREEMENT FOR THE ESTABLISHMENT AND DISPERSAL OF PARKS SAFETY NET FUNDS THIS AGREEMENT is made and entered into as of the date indicated below by and between Northwest Parks Foundation (NPF), a Washington non-profit corporation and the City of Federal Way (CITY) and the parties' respective successors and assigns. NFP and CITY are collectively referred to as the "parties" in this agreement. RECITALS 1. CITY is committed to ensuring that parks and recreational facilities will be open, accessible, enhanced, and maintained for all users. This desire can be facilitated by establishing agreements with non-profit associations to assist in developing and maintaining park and recreational facilities and programs. 2. CITY owns and maintains several park and recreation facilities which provide a wide variety of sport, athletic, and recreational activities as an integral part of its programming. 3. NPF is a non-profit organization established to facilitate healthy lives through active recreation parks. NPF promotes healthy citizens and communities by protecting and encouraging the enhancement and development of park and recreation facilities and resources for this and future generations. Established in November of 2002, NPF designed the Parks Safety Net Program to provide direct and indirect support to park and recreation agencies, school districts, and parks facility user groups. NPF has a boundless service area with primary focus on agencies, school districts, and user groups geographically residing in the Pacific Northwest. NPF operates on a nondiscriminatory basis. 4. CITY and NPF desire to enter into an agreement whereby the public can make tax- deductible contributions to the "Parks Safety Net Fund" which are directed to the CITY for designated uses. NOW, THEREFORE, in the parties agree as follows: 1. Establish Relationship. CITY and NPF agree to enter into a arrangement whereby NPF, as a 501 (c) 3 organization, will accept tax deductible donations from the public on behalf of CITY that CITY has prospected, solicited and secured and will transfer such funds to CITY on a schedule mutually agreed upon by both parties. CITY agrees that NPF may deduct actual expenses for all donations and a 9% service fee for each donation. Remaining donated funds will be held by NPF in a non-interest bearing account prior to transfer to CITY. Specific donations may be designated for general City use or may be directed to a specific park facility, park enhancement, or program. NPF will confirm and assume sole and exclusive responsibility that any such designation conforms with applicable Internal Revenue Service regulations governing charitable donations. The City agrees, subject to applicable Northwest Parks Foundation HecJth Paries = HecJthl} People 1M P.O. Box 605, Woodinville, WA 98072-0605 www.nwparks.org 425.284.0420 PARKS SAFETY NET FUNDS AGREEMENT April /4, 2009 records retention schedules, to document and maintain records verifying the dispersal of such funds for the uses designated therefore and that these funds did not replace funding already allocated to the City from other sources. Both parties agree that additional services, including but not limited to capital campaigns (excluding the current Federal Way Community Center Support Drive Effort), are not a part of this Agreement and shall be negotiated outside the parameters of this Agreement. Both parties agree to adhere to the Donor Bill or Rights (attached as Exhibit 2) and incorporated herein by this reference as if set forth, and agree to honor the provisions contained therein as reasonably practical. The responsibility for park and recreation facility development, maintenance, and operations remains with the CITY unless otherwise agreed to by CITY and donor. 2. Compliance with Applicable Laws. NPF and CITY shall comply with all applicable laws, ordinances, and regulations in using funds provided through this Agreement including, to the extent applicable, those related to "public works", payment of prevailing wages and competitive bidding of contract. CITY shall indemnify and defend NPF should it be sued or made the subject of an administrative investigation or hearing for a violation by CITY of such laws related to this agreement. NPF shall indemnify and defend CITY should it be sued or made subject of an administrative investigation or hearing for a violation by NPF of such laws related to this agreement. 3. Indemnification NPF shall protect, save harmless, indemnify and defend, at its own expense, CITY, its officers, employees and agents, from any loss or claim for damages of any nature whatsoever brought by any third party, but only to the extent such loss or claim results from NPF's failure to comply with any duty or obligation undertaken by it under this Agreement, or any negligence or willful misconduct of NPF in carrying out its duties and obligations under this Agreement including claims by NPF employees. CITY shall protect, save harmless, indemnify and defend, at its own expense, NPF, its officers, employees and agents, from any loss or claim for damages of any nature whatsoever brought by any third party, but only to the extent such loss or claim results from CITY's failure to comply with any duty or obligation undertaken by it under this Agreement, or any negligence or willful misconduct of CITY in carrying out its duties and obligations under this Agreement including claims by CITY employees. 4. Mediation of Disputes. If a dispute arises between the parties as to the terms, conditions, or performance of this Agreement instead of going to court, the parties agree to mediate the dispute through a mediation service or other neutral third party. The purpose of this mediation agreement is to provide an inexpensive and effective manner in which to resolve any problem between the parties. Northwest Parks Foundation ffecJth Paries = !fecJthg People TM P.O. Box 605, Woodinville, WA 98072-0605 www.nwparks.org 425.284.0420 PARKS SAFETY NET FUNDS AGREEMENT April 14, 2009 5. Term of Agreement. The term of this agreement shall be for five years from the effective date and will renew for successive five year periods as negotiated by both parties unless terminated by either party as provided herein. 6. Termination of Agreement. This agreement may be terminated with or without cause by either party upon six months written notice as provided herein. 7. Entire Agreement. This agreement contains the entire agreement among the parties with respect to the subject matter hereof. There are not other agreements, or written, except as expressly set forth herein. 8. Amendments in Writing. Any amendment or modification of this agreement must be in writing and executed by the parties agreeing thereto. 9. Notice. Any notice, demand, or request to a party required or permitted under this Agreement must be in writing, sent postage prepaid via first-class U.S. mail, or hand- delivered, to the party at the address set forth below (or at such other address and to such other recipient as may be designated by a party in a notice to the other parties). For convenience of the parties, notices may also be transmitted informally via facsimile or electronic mail (e-mail), but no notice will be deemed given or effective until mailed or hand- delivered as requited in this subsection. All such notices, if mailed, become effective three business days after deposit in an officially-designated U.S. mail receptacle, or, if hand- delivered, upon receipt. Notices must be given as follows: a) If to City of Federal Way: Steve Ikerd, Interim Director Parks, Recreation & Cultural Services PO Box 9718 Federal Way, WA 98063-9718 Tho Kraus, Finance Director PO Box 9718 Federal Way, WA 98063-9718 Cary Roe, P.E., Assistant City Manager PO Box 9718 Federal Way, WA 98063-9718 b) If to Northwest Parks Foundation: Executive Director P.O. Box 605 Woodinville, WA 98072-0605 Northwest Parks Foundation Health Paries = Healthl} People 1M P.O. Box 605, Woodinville, WA 98072-0605 www.nwparks.org 425.284.0420 PARKS SAFETY NET FUNDS AGREEMENT April 14, 2009 10. No Continuing Waiver of Default. The waiver of any default under any provision of this agreement does not constitute a waiver of any other default, whether of the same or of any other provision. 11. Authority of Signature. Each person executing this Agreement on behalf of a party represents and warrants that he or she has the authority of such party to enter into this Agreement on the terms and conditions herein stated. 12. Applicable Law. This Agreement shall be construed under the laws of the State of Washington. 13. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. 14. Headings not Part of Agreement. The headings of the various sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to expand, limit, or otherwise affect its terms and conditions. 15. No Recording of Agreement. This Agreement shall not be filed for recording. 16. Exhibits Incorporated. The exhibits attached to this Agreement are incorporated herein by this reference as if fully set forth. 17. Effective Date of Agreement. The effective date of this Agreement shall be the date of its execution by the last party to execute it. 18. Assignability, Agreement Binding on Successors and Assigns. Any or all of the rights and obligations of a party to this Agreement may be assigned and delegated to other persons, firms, or corporations without the consent of the other party. This Agreement shall be binding on such assignees and delegates. IN WITNESS WHEREOF, the parties hereto execute this agreement as of the last day written below: ederal';Y ~ For Northwest Parks Foundation BY:~ '";jst~, E~uti~ector By: Cary M. Roe, P E. Assistant City Manager/Chief Operating Officer Emergency Manager Date S-~c;-oGj Date S-2-lo-01 By City Clerk, Carol MeN Date 5 - ~d- -0 't Northwest Parks Foundation Health Pdrlcs = Hedlth1J People 1M P.O. Box 605, Woodinville, WA 98072-0605 www.nwparks.org 425.284,0420