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AG 12-062RETURN TO: �� EXT: 27 � Z CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: 1.�. . ORIGINATING STAFF PERSON: �� �"l �n.'{'"� ExT: 3 . DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE�: ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONALSERVICEAGREEMENT ❑ MAINTENANCEAGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTIOl� ❑ CoNTR�,C A�MENDMEtv't' (AG#): ❑ I1vTEIU.oCAI, (^ ��THER C'tG+1Y'�.N1/\'�v'e�' �Gr`L'� �" �S.C"'L�n�►�Y1 'f'tr.v..� L 5. PROJECT NAME: �Ur ��'S �� !'X.CX Ga, - T' � b h �N� � 6. NAME OF CONTRACTOR: ��MIG,n� � 1�^��p,El.�.,�'�� v►�, �F ���4� W�! Avv�ss:�/o '�Jtitvc-61�i5n,r�,��SrGr.�l �,,,,,�o ���,�- li.l� S 325`�� q o03 E-M.vl.: SIGNATURE NAME: Sr_�,S �� ��S TELEPHONE: Fax: TITLE:�n[sr� 'PYtS:r�4►'t- EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTI-�R REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE #ZOw �IS�M�lo Unao �O BL, EXP. 12/31/ 12 UBI #(i�2 � 1� � � 1 , EXP. �/�/� TERM: COMMENCEMENT DATE: COMPLETION DATE: ( 2�'SI I I S TOTAL COMPENSATION: $ N�� (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMI'LOYEES TITLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT / CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIVISION MANAGER ❑ DEPUTY DIRECTOR �DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) �LAW DEPT INITIAL / DATE REVIEWED r� -;��� ��� �� 11. COUNCIL APPROVAL (IF APPLICABLE� COMMITTEE APPROVAL DATE: "' � 0' I Z--- 12. CONTRACT SIGNATURE ROUTING / �� ' �"M ❑ SENT TO VENDOR/CONTRACTOR DATE SENT:�'/-Z.�,/L ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ,� LAW DEPT � SIGNATORY (MAYOR OR DIRECTOR� �' CITY CLERK� ❑ Assi�t�n AG # �( SIGNED COPY RETURNED �RETUxtv 01�TE ORIGn�r.4l. �� u I1vI IAL / DATE SIGNED b � .� AG# - DATE SENT: � �'�L I1�TITIAL / DATE APPROVED COUNCIL APPROVAL DATE: �I 1^ I Z DATE REC'D: ���Z/) 2 11/9 ` CITY OF CITY HALL � Fe d e ra I Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www atynflederahvay. com AGREEMENT FOR PARKS AND RECREATION FUNDS Agreement made as of this 19�' day of April, 2012 by and between the Kiwanis Foundation of Federal Way, a Washington non-profit corporation (the "Foundation") and the City of Federal Way, Washington, a municipal corporation (the "City). The Foundation and the City (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: KIWANIS FOUNDATION OF FEDERAL WAY: James Burbidge, DDS c/o Steven L. Ellison Brantly Janson Yost & Ellison 1617 South 325�' Street Federal Way, WA 98003 253-620-3129 (Ellison telephone) 253-874-6831 (Ellison facsimile) Ellison@bjye.com 253-838-4018 (Burbidge telephone) 253-952-6815 (Burbidge facsimile) j imburbidge@comcast.net CITY OF FEDERAL WAY: John Hutton 33325 8 Ave. S. Federal Way, WA 98003-6325 (253) 835-6928 (telephone) (253) 835-6929 (facsimile) John.Hutton(n�cityoffederalway.com The Kiwanis Foundation of Federal Way (the "Foundation"), a 501(c)(3) organization affiliated with the Kiwanis Club of Federal Way (the "Club"), :has an interest in establishing a Parks and Recreation fund (the "P&R Fund") which would be available to make grants to the City for use by the City's Parks and Recreation ("P&R") Department for the development and or enhancement of P&R programs and facilities ("P&R Projects"). The City desires to receive such grants for use for P&R projects. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Foundation and City agree as follows: 1. The Fund a. � c. The P&R Fund shall be established by the Foundation and the Foundation sha11 accept donations from individuals, corporations, and foundations designated for P&R Projects. Donations may generally refer to P&R Projects, or may designate that funds are donated for a specific P&R Project. By way of examples and not of limitation, a donation to the P&R Fund may designate use for any P&R Project, in which case donation would be eligible to be granted for any P&R Project. However, if a donation designated use for a specific project (such as replacement of playground equipment at a specific City park), the donation would be eligible to be granted only for that specific project. The P&R Fund would be held as part of the monies of the Foundation, separated only by bookkeeping entries. The Foundation shall track fixnds for donated for a specific P&R Project by such P&R Project. The Foundation shall maintain the P&R Fund in an FDIC insured account, whether or not interest bearing. In the event the Fund is placed in an interest bearing account, all interest eamed would go to the Foundation's general account and not accrue to the P&R Fund. ` CITY OF '�..., Federal CITY HALL W �� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. aryoffederalway. com d. The Foundation and Club shall not be obligated to solicit donations to the P&R Fund, but the City may tell potential donors that tax-deductable donations may be made to the P&R Fund. e. All donations to the Fund shall be held in the P&R Fund, except that Foundation shall deduct 5% (five percent) of donations for administrative expenses. The amount of donations less such 5% shall hereinafter be referred to as the "Net Amount". f. Within two weeks after the end of a calendar quarter, the Foundation shall report to the City in writing on (i) the donations received by the P&R Fund in that quarter, showing specific donations and the designation of any donations to specific P&R Projects, (ii) the amount deducted by the Foundation in that quarter for administrative expenses and (iii) the amount of any grants made to the City in that quarter. 2. Grants from the P&R Fund a. The Net Amount shall be eligible to be granted by the Foundation to the City for P&R Projects; provided, however, no grant request shall be made for, no grant shall be given for, and no granted funds shall be expended for salary and/or benefits of any existing City employee. b. Not more often than once per calendar quarter the City may submit requests to the Founda.tion for one or more grants to be made to the City from the P&R Fund for P&R Projects. Unless otherwise permitted by the Foundation, all grant requests for a quarter shall be submitted to the Founda.tion at the same time. Grant requests for a P&R Project where the P&R Fund holds designated donations shall not exceed the Net Amount of those designated donations. Grant requests for P&R Projects where there are not designated donations shall not exceed the Net Amount in the P&R Fund from non-designated donations. c. Grant requests shall be in writing, signed by an authorized City official, and contain the following: (1) A description of the P&R Project. (2) The total amount budgeted by the City for the P&R Project. (3) The estimated commencement and completion dates of the P&R Project. (4) The amount of the grant request. (5) A statement that no grant funds will be used for salary andlor benefits of any existing City employee. d. The Foundation shall notify the City of grant approval as soon as possible after receiving a grant request. It is anticipated that all grant requests will be approved if the request is submitted in accordance with this Agreement, unless there have been reasonable concerns raised as to the legality of the P&R Project for which a grant has been requested or there have been reasonable questions raised as to inappropriate conduct by City employees or contractors related to such P&R Project. e. Generally the payment of an approved grant will be made promptly after the City notifies the Foundation in writing that the CiTy has paid the Project expenses for which the grant was requested. However, the City may request, and the Foundation may approve, payment of an approved grant prior to the City's payment of such expenses. f. Not later than thirty days after the end of the calendar quarter following the quarter in which a grant is made, the City shall report to the Foundation in writing on the status of the P&R Project for which the grant was made. In the event that the P&R Project has not been completed, the City sha11 include such P&R Project in its quarterly report until such P&R Project has been completed. 3. No Partnership Neither the City nor the Foundation nor the Club shall refer to the relationship established by this Agreement as a partnership or joint venture, and neither the P&R Fund nor any grant established or made pursuant to this Agreement shall be referred to as a"pass through". ` CITY OF '�..-. Federal 4. Term; Termination CITY HALL W �� 33325 8th Avenue South Federal Way, WA 9$003-6325 (253) 835-7000 www cityoffederahvay. com a. Subject to earlier termination as hereinafter set forth, the term of this Agreement shall commence on date this Agreement was made as written above and end on December 31, 2015. b. Either party may terminate this Agreement, with or without cause, on six months prior written notice to the other party. c. In the event of termination, then any Net Amount remaining in the P&R Fund on the effective date of termination shall be distributed as follows: (1) Such Net Amount as is not designated to a particular P&R Project shall be paid by the Foundation to the City with instructions that the Net Amount is to be held and used exclusively for P&R Projects. (2) Such Net Amount as is designated to a particular P&R Project shall be paid by the Foundation to the City with instructions that the Net Amount is to be held and used exclusively for the designated P&R Project. Provided, however, in the event that the City has established a relationship with another 501(c)(3) organization to establish a fund similar to that described in this Agreement, the City may request that the Net Amounts be transferred by the Foundation to such other organization, with instructions on holding and use as described above. 5. Compliance with Laws The City and the Foundation shall comply with all applicable laws, ordinances and regulations applicable to their respective organization and operations. 6. Indemnification and Insurance a. The City shall indemnify the Club, the Foundation, their members, officers, directors and trustees, and Kiwanis International ("Indemnitees") from and against any and all claims of any nature whatsoever arising out of or in any way related to the Fund and any project receiving a grant from the Fund, except to the extent a claim is caused by the fault or negligence of the Indemnitees. b. The City shall have and maintain in full force and effect during the term of this Agreement policies of commercial general liability ("CGL") insurance with limits of not less than $5,000,000 (five million dollars) (including underlying and excess ("umbrella") coverage, and such policy shall name the Indemnitees as additional insureds. The City shall provide the Fund with certificates of insurance evidencing such coverage at the time of execution of this Agreement and thereafter on request during the term hereof. 7. Mediation In order to provide a cost and time effective method of resolving disputes under this Agreement, the parties agree that any dispute under this Agreement that is not resolved by the parties themselves shall be submitted to the American Arbitration Association ("AAA") for binding arbitration by a single neutral arbitrator appointed by the AAA arbitrating under the then current rules of the AAA for commercial arbitration. The parties shall share equally the fees and expenses of the AAA and the arbitrator. ` CITY OF ',�,,�., Federal 8. Notices CITY HALL W �� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www atyoffederahvay. com Any notice required to be given hereunder shall be must be in writing and shall sent by U.S. mail, postage prepaid, or hand delivered. Notices may be sent by convenience by email or fax, but shall not be deemed given until mailed or hand delivered as set forth above. Notices shall be deemed effective three (3) business days after mailing by U.S mail, or upon receipt if given by hand delivery. 9. Authority of Signature 10. 11. 12. Each person executing this Agreement on behalf of a party represents that she or he has the authority of such party to enter into this Agreement on behalf of the party on the terms and conditions sta.ted herein. Final Agreement This Agreement is the final agreement of the parties with respect to the subject matter hereof, superseding and merging all prior writings and communications. Any amendment or modification of this Agreement must be in a writing signed by the parties hereto. Execution in Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original. No Assignment Neither party may assign this Agreement nor delegate any obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. [Signatures on following page] � CITY Of '��., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-8325 (253} 835-7000 www ciryoffederalway. com IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CITY OF FEDERAL WAY Skip nest, yor ATTEST: City Clerk, Caro Mc eilly, C C KIWANIS FOUNDATION OF FEDERAL WAY _ � � Y• es Burbidge, DDS, Board Presi ent STATE OF WASHINGTON COUNTY OF ,.4 APPROVED AS TO FORM: City Att ey, Patricia A Richardson On this day personally appeared before me James Burbidge, to me known to be the Board President of the Kiwanis Foundation of Federal Way that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GNEN my hand and official seal this �� day of 12. Notary's signature �� Notary's printed name t Notary Public m and for the State o Washin on. My commission expires !vl i� ) 1� Notary Publlc '� State of Washington LINDA L WEISFIELD MY COMMISSION EXPIRES May 10, 2014 ' ) ) ss. ) P.O. Box 88030 19-Apr-12 Cert#: 7758 Tukwila, WA 98138 Phone: 206-575-6046 Kiwanis Foundation of Federal Way Attn: James Burbidge, DDS c/o Steven L. Ellison 1617 South 325th Federal Way, WA 98023 RE: City of Federal Way Parks and Recreation Fund Evidence of Coverage Fax:206-575-7426 The above captioned entity is a member of the Washington Cities Insurance Authority (WCIA), which is a self insured pool of over 150 municipal corporations in the State of Washington. WCIA has at least $1 million per occurrence combined single limit of liability coverage in its self insured layer that may be applicable in the event an incident occurs that is deemed to be attributed to the negligence of the member. WCIA is an Interlocal Agreement among municipalities and liability is completely self funded by the membership. As there is no insurance policy involved and WCIA is not an insurance company, your organization cannot be named as an"additional insured". Sincerely, � Eric B. Larson Deputy Director cc: Pat Richardson •�Vlary Jaenicke, City of Federal Way cletcer lnsurance Autriority Business Licensing Service:License Query Search • Contact us • Forms • About us • Home • Start your business • Change or uodate vour business information • How to renew your license Search Business Licenses License Information: Entity Name KIWANIS FOUNDATION OF FEDERAL WAY BUSif1255 Na1f7e: KIWANIS FOUNDATION OF FEDERAL WAY LiCense Type: Washington State Business Entitv Tyoe: Nonprofit Corporation UBI: 602179117 Business ID:001 Location ID: StdtUS: To check the status of this company, go to Secretary of State and DQ�artment of Revenue• Location Address: Governina Peo�le: BOB KELLOG6 JIM BURBIDGE STEVE ELLISON Mailing Address: Information Current as of 04/19/2012 5:41AM Pacific Time New Search This site is limited to searching for business licenses issued through the Washington State Business Licensing Service. • Contact us • Forms • About us • Privacv cOZ011� State Department of Revenue a�d its licensors. All rights reserved. Page 1 of 1 http://bls.dor.wa.gov/LicenseSearch/1qsLicenseDetail.aspx?RefID=1135476 4/19/2012