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AG 13-118RETURN TO: �l ,��, EXT: � -1 u � i.�, CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. OiuGINATING DEPT/DIV: PRCS / 2. ORIGINATING STAFF PERSON: Jl, e.V �� G�CV►n�s Exr. �q a � 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 ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT O HUMAN SERVICES / CDBG ❑ REAL ESTATE DoCU1�1Etv'[' ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS� ❑ ORDINANCE ❑ RESOLUTION ❑ CoxTxACT AnzErrDM�rrr (AG#): ❑ IrrrEiu,oca�r, �OTHER (��{�,rs� �CKtv AArG�ty�.,evt� $. PROJECT NAME: G n� G��� �jr� 4 6. NaME oF ADDRESS: TELEPHONE: L�' 3-5Z�1- �1 85�I SIGNATURENAME: pe�vi� Orac.� {f ����J v " -% TITLE: 7. EXHIBITS AND ATTACHMENTS: � SCOPE, WORK OR SERVICES �COMPENSATION ❑ INSURANCE REQUIItEMENTS/CERTIF'ICATE ❑ ALL OTf�R REFERENCED EXHIBTfS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIItED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE #�� �J no� vJ sr., �xr. 12/31/� usi #(ee �3 NN 3 5 f� ,� 5/�lJ� 8. TERM: COMMENCEMENT DATE: ��i�r,Gr �{ I(� 13 COMPLETION DATE: L7. �1 1 L�i O 9. TOTAL COMPENSATION: $ �,N ���u�'�$.�� (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF' CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TTTLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ C1TY ❑ PURCHASING: PLEASE CHARGE TO: (L� -'Z ? pp -'� SZ. - Gi't �' Z 3' f,�`O lO. DOCUMENT / CONTRACT REVIEW INTTIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER �- � � I� ❑ SUPERVISOR bl•i .S G; DtxEC'roR xE ❑ SK MANAGEMENT (IF APPLICABLE� � La.w D�'r , �� •2�% • t 3 S.GC.D. 4 , "� 6 11. COUNCIL APPROVAL (IF APPLICABLE) COMMiTTEE APPROVAL DATE: 1Z. CONTRACT SIGNATURE ROUTING ❑ S�•rr�ro V�vnon/Corrrxa�c�roR DATE SENT: �I I a�►3 ❑ ATTACH: SIGNATURE AUTHORTfY, INSURANCE CERTIEICATE, LICENSES, EXHIBTTS INIT L / DATE SIGNED �LAwDErr�j����j t 1�"J � ` ' /7 �SIGNATORY ��R�.O� IRECTOR C,��d'�i3 Crrx CLE1tx ��� � ASSIGNED AG # AG# � SIGNED COPY RETURNED DATE SENT. �• 2,Z ' L� CONII1�1V1'S: �C �.. � COUNCIL APPROVAL DATE: DATE REC'D: SI3I !3 - nok•ri� � . ts%i°� 11/9 � CITY OF ,'�.. Federal CITY HALL ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7�00 www atyoffederalway com CULTURAL AGENCY AGREEMENT FOR CONCERT SERIES This Cultural Agency Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and the Federal Way Symphony, a Washington non-profit corporation ("Agency"). The City and Agency (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: FEDERAL WAY SYMPHONY: David Orace Kelly PO Box 45 i 3 Federal Way, WA 98063 253-529-9857 (telephone) ' execdirector@federalwaysymphony. org The Parties agree as follows: CITY OF FEDERAL WAY: Cody Geddes 876 South 333`� Federal Way, WA 98003-6325 253-835-6926 Nuxnber (telephone) 253-835-6939 (facsimile) codv. �eddesna,citvoffederalway. com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 318t, 2013 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Agency. � 2. WORK. 2.1 Work. The Agency shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Work"), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Agency warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Agency warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Agency warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Agency's representations to City. The Agency shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Agency shall begin to conect any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Agency does not accomplish the corrections within a reasonable tixne as determined by the City, the City may complete the corrections and the Agency shall pay all costs incurred by the City in order to accomplish the correction. 2.3 Time. Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at a11 times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Agency of responsibility for CULTURAL AGENCY AGREEMENT - 1- 4/2011 ` CITY OF � Federal CITY HALL ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wwrv. crtyoffede�elway. com performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non- complying performance, its substantiality or the ease of its discovery. 2.4 Clean Un. At any time ordered by the City and immediately after completion of the Work, the Agency shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Agency fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Agency to the City and/or the City may deduct its costs from any remaining payments due to the Agency. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Agency fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for fiuther City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City sha11 pay the Agency an amount not to exceed a maximum axnount and accordi.ng to a rate or method as delineated in Elchibit "B", attached hereto and incorporated by this reference. The Agency agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Eachibit "B", the Agency shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.3 Final Pavment: Waiver of Claims. Agency's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Agency as unsettled at the time request for final payment is made. 5. IlvDEMNIFICATION. 5.1 Agencv Indemnification. The Agency agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Agency and the City, the Agency's liability hereunder shall be only to the extent of the Agency's negligence. Agency shall ensure that each sub-Agency shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Agency pursuant to this paragraph. The City's inspection or acceptance of any of Agency's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Agency waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Agency's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, CULTURAL AGENCY AGREEMENT - 2- 4/2011 � [ITY OF ,;�� Federal CITY HALL � /� /�� 33325 8th Avenue South vv Federal Way, WA 98003-6325 (253) 835-7000 ww�w cityoffederahvey. com disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Agency, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attomey's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Agency agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Agency, their agents, representatives, employees or subcontractors, as provided in Exhibit "C", attached hereto and incorporated by this reference, for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination. The provisions of this Section sha11 survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Agency in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Agency may be grounds for immediate termination. All records submitted by the City to the Agency will be safeguarded by the Agency. The Agency will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Agency while performing the Work shall belong to the City upon delivery. The Agency sha11 make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Agency shall be delivered to the City. 9. BOOKS AND RECORDS. The Agency agrees to maintain books, records, and documents which sufficiently and properly reflect a11 direct and indirect costs related to the perFormance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. REPORTING REOUIREMENT. The Agency agrees to complete the Fina1 Report attached hereto as Exhibit "D" and incorporated by this reference, and deliver it to the City within thirty (30) days of completing the program or activity. No payxnent will be made to the Agency until all reports requested by the City are fully completed and executed by the Agency and approved by the City. 11. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 11.1 Independence. The Parties intend that the Agency shall be an independent contractor and that the Agency has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City sha11 be neither liable nor obligated to pay Agency sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Agency, shall not be deemed to convert this Agreement to an employment contract. CULTURAL AGENCY AGREEMENT - 3- 4/2011 � CITY OF ;�� Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wrvw crryofiederehvay. com 11.2 Safetv. Agency shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Agency shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Agency shall erect and properly maintain, at a11 times, a11 necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Agency shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Agency shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same I 13 Risk of Work. All work shall be done at Agency's own risk, and Agency shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Agency, shall not be deemed to convert this Agreement to an employment contract. Even though Agency is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 12. CONFLICT OF INTEREST. It is recognized that Agency may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Agency's ability to perform the Services. Agency agrees to resolve any such conflicts of interest in favor of the City. Agency confirms that Agency does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Agency's selection, negotiation, drafting, signing, administration, or evaluating the Agency's performance. 13. EOUAL OPPORTUNIT Y EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Agency or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Agency shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Axnericans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 14. GENERAL PROVISIONS. 14.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or ageements, whether oral or written, sha11 be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement aze inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declazed invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. CULTURAL AGENCY AGREEMENT - 4- 4/2011 � CITY OF ,�,. Federal CITY HALL ; /� /�� 33325 Sth Avenue South vv Federal Way, WA 98003-6325 (253) 835-7000 www ciryoifedereNvay. com 14.2 Assi�nment and Beneficiaries. Neither the Agency nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 14.3 Compliance with Laws. The Agency shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. ff a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 14.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Agency's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the da.te of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declaze another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party sha11 pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 14.5 Execution. Each individual executing this Agreement on behalf of the City and Agency represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] CULTURAL AGENCY AGREEMENT - 5- 4/2011 ` CITY OF '�,,'�..., Federal Way CITY HALL 33325 8th Avenue South Federai Way, WA 98003-6325 (253) 835-7000 www.ciryoffederahvay com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: /� /���- Cary M. Roe, P.E., irector of Parks, Public Works City Clerk, Carol Mc 'lly, CM & Emergency Management DATE: � Zt ( � FEDERAL WAY SYMPHONY By: Printed Name: '/ !`�-�/ L d�C.ii�C,,� ��,�l�-'� Title: �)(' �, e� T t✓ F � l�,�.�-To �--_. DATE: r 2. ( 3 STATE OF WASHINGTON ) ) ss. COUNTY OF APPROVED AS TO FORM: %� City Attorney, Patricia A Richardson On this day personally appeared before me [xtVl � C£ to me knowri to be the �.���/F �-i �2 of that executed the foregoing instrument, and acknowledged the said instrument to be e e d tary 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. GIVEN my hand and official seal this 2vld day of j/�/f �9-�i— , 20L. N. M. ELLIS. NOTARY PUBLIC STATE OF W�SHINGTON MY COMMISSION EXPIRES 4i-04-15 Notary's signature - Notary's printed name /'�/ Notary Public in and for the tate of Washington. My commission expires CULTURAL AGENCY AGREEMENT - 6- 4/2011 ` CITY OF CITY HA�L ;� Fede ra I Way 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253)835-7000 wwn! ciryoffederahvay com EXHIBIT "A" CULTURAL AGENCY SERVICES The Agency shall be responsible for overall administration of the provision of services by the Agency under this contract and for coordination with the City. Agency will provide the following services: 1. Work. The Federal Way Symphony will produce seven concerts throughout 2013 including: "A decade of Swing" on January 27�', "Mostly Modern" on February 10�', "Chamber with a Flair" on March 10�', "Mahler Resurrection" on April 7�', "A Christmas Concert" on December 2nd, and two concerts that are yet to be determined. The performances and dates listed are projected and subject to availability of venue, and therefore may change 2. Complimentary Ticket Policy. The Agency agrees to require the artist or organization to provide fifteen (15) complimentary tickets to each performance or event described in the Work. The City will use these tickets at its sole discretion which may include providing such tickets to senior groups, special population groups, low income groups, or event evaluation. 3. PublicitylPromotion. All publicity and promotional materials including, but not limited to brochures, press releases, programs, posters, public service announcements, flyers and advertisements, shall credit the City of Federal Way Arts Commission for its support of this project. The Agency agrees to allow its name and information regarding the professional background and expertise of the Artist, including titles and information about published works to be used for pre-event marketing and promotional purposes. 4. General Administration and Management. The Mayor, or the Mayor's designee, shall have administrative responsibility for the City's performance under this contract and shall review and approve for payment all statements and invoices submitted by the Agency to the City for its performance under this contract. The Agency shall be responsible for overall administration of the provision of services by the Agency under this contract and for coordination with the City. CUL°TURAL AGENCY AGREEMENT - 7- 4/2011 CITY OF Federal CITY HAIL � R/�� 33325 8th Avonuo South • PO Box 9718 V v Federal Way, WA 98063-9718 (283)635-7000 www, ciryol%deralway com EXHIBIT "B" COMPENSATION 1. Total Comnensation. In consideration of the Agency performing the Work, the City agrees to pay the Agency an amount not to exceed SIXTEEN THOUSAND and NO/100 Dollars ($16,000.00), calculated on the actual reimbursable reasonable expenses incurred by the Agency pursuant to this Agreement; provided, however, that such costs shall be deemed reasonable in the City's sole discretion. The term "reimbursable expenses" shall mean those expenses identified as Funding Project Budget Detail, below. 2. Method of Pavment. A total of FOUR (4) payment(s) of FOUR THOUSAND and NO/100 Dollars ($4,000.00) will be made by the City. The Agency will only be paid for reasonable reimbursable expenses approved by the City and the Agency is responsible for providing sufficient documentation or other substantiation of the actual expenditures made by the Agency. The Agency shall submit a statement or invoice in a form approved by the City in which statement will contain a narrative and statistical description of the Work performed. Payment will be made within thirty (30) days after receipt of such statement or invoice and upon receipt of the Final Report as required by Section 10 of this Agreement. Invoice and Final Report form must be submitted no later than December 10t1i, 2013. CULTURAL AGENCY AGREEMENT - 8- 4/2011 � , ACOR�►� DA7E (MM/DDMIYI� `� CERTIFICATE OF LIABILITY INSURANCE oa�,w,3 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certlficate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may requlre an endorsement. A statement on this certificate does not confer rights to the certificate holder in Ileu of such endorsement(s). PRODUCER Ltberty Northwest Insurence PO Box 188065 Fairtield, OH 45018 Liberty Northwest WA - SC INBURED PO Box 4513 Federal Way, WA 98063 INSURER(S) AFFORDING COVERAGE iNSUReea:American States Insurance INSURER C : INSURER D : INSURER E : wuC s COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTIMTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ��Tp TYPE OF INSURANCE POLICY NUMBER MMID Y EFF M� EXP uM� GENERAL LIABIUTY EACH OCCURRENCE $ 1 ��e A X COMMERCIAL GENERAL LIABILITY X 01 CH76179860 O�RN� 3 O�N14 pREMISES Ea oxurtence $ ����r CLAIMS�AADE � OCCUR MED EXP (My one person) $ 1 �, PERSONAL & ADV INJURY a 1 r��� GENERALAGGREGATE $ 2��� GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2�000�0 X POLICY PR� LOC $ AUTOMOBILE WBiLI7Y MBIN IN E LIMIT Ea accideM ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accideM) $ HI�R DSAUTOS A� S�ED P� � R� D $ $ UMBRELLA LU16 OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WOHKERS COMPENSA710N WC STATU- TH- AND EMPLOYERS LIABILITY y� N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFIGERIMEMBEREXCLUDED? � N/A (Msndatory In NH) E.L. DISEASE - EA EMPLOYE S Ifyes desaibe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIP710N OF OPERA710NS / LOCA710N3 / VEHICLES (Attach ACORD 101, Addidonal Ramarks Schedul0. If mors ap�ee is requirod) Certificate Holder is Additional Insured if required in a written contract, agreement,or permit, subject to General Liability Additional Insured Provision. City of Federal Way 876 S. 333rd Street Federal Way, WA 98003 ACORD 25 (201�05) CITFED3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFOFiE THE EXPIRA710N DAlE THEREOF, NOTICE WILL BE DELNERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AU7HORIZED REPRESENTA7NE �.�l.�G�et.00.4YL- ����t�G�- � 1888-2010 ACORD CORPORATION. All rlgMs reserved. The ACORD name and logo are registered marks of ACORD Corporations: Registration Detail Page 1 of 2 Contar,t Us � Connect: � i �,• � SEARCH Corporations and Charities Division , Corporations Home Nonprofit Home ' Charities Home i Awards i Public Notices i Contact Info ''. Corporation Detail Neither the State of Washington nor any agency, officer, or employee of the State of Washington warrants the accuracy, reliability, or rimeliness of any information in the Public Access System and shall not be liable for any losses caused by such reliance on the accuracy, reliability, or timeliness of such information. While every effort is made to ensure the accuracy of this informarion, portions may be incorrect or not current. Any person or entity who relies on information obtained from the System does so at his or her own risk. All documents filed with the Corporations Division are considered public record. FEDERAL WAY SYMPHONY ORCHESTRA UBI Number Category Profit/Nonprofit Active/Inactive State OfIncorporation WA Filing Date Expiration Date Inactive Date Duration Charity 6oi34439$ PBC Nonprofit Active WA o5/i2/i9�2 o5/3i/2oi3 Perpetual This corporation is also a charity. View Info » Registered Agent Information Agent Name Mary Gates Address 33330 8th Ave S City State ZIP Special Address Information Address City State Zip Governing Persons Title Secretary Treasurer President Vice President FEDERAL WAY WA 98003 PO BOX 4513 FEDERAL WAY WA 98063 Name Johnson, Liz Gibson,John FRANKLIN, KATHY Sing, Jamey Address PO BOX 4513 FEDERAL WAY, WA 98063 PO BOX 4513 FEDERAL WAY, WA 98063 PO BOX 4513 FEDERAL WAY, WA 98063 http://www.sos.wa.gov/corps/search_detail.aspx?ubi=601344398 3/27/2013 reviewed by the Director and the Law Department and re-approved by Council if applicable. Route to Law and the Department Director or Mayor's office for signature. The Law Department will not sign off on the contract unless all referenced Exhibits, Proof of Authority, and Insurance Certiiicates are attached. Proof of Signature Authority Proof of Authority is documentation that shows the individual is authorized to sign on behalf of the company. Proof of Authority is not required for: • Professional services that are low risk. Professional services such as engineering, lawyering, recreation, and food services do not qualify for the exception: If you have questions, consult the Law Department. • Sole proprietorships • Bntities with only one officer when the dollar amount is less than $20,OOQ. Examples include, but are not limited to, entertainment, trainers, facilitators, outplacement, and mediators. Signature authority can be found in the company's bylaws, corporate board minutes or corporate resolutions. Generally, the corporate renewal form filed annually with the Secretary of State will be sufficient to show proof of authority provided that there is only one offcer in the corporation. The corporate renewal form will show who cunently holds the board positions within the company. In those instances where a corporation may have two or more officers (e.g. 2 vice presidents), proof of authority to execute the contract may be found in the following examples: • Bylaws • Corporate Board Minutes • Corporate Resolutions • Corporate Renewal Certificate, filed with the Secretary of State each year. If the bylaws, minutes or resolution are generic in the terms of naming the position, then the corporate renewal certificate must be attached to identify the names of the ofiicers. If the individual is not an officer of the company, then minutes must be attached which designate that individual's position. Insurance Certificates and Proof of Workers Compensation General Liabilitv. Most contracts will require that the contractor provide an insurance certificate (with the City named as an additional insured} with regard to general liability. Contractors are still required to have auto insurance and workers compensation insurance, but in most cases it will noC be included on the insurance certificate. Auto Insurance. Unless driving is a key component of the scope of services for the contract, it is not necessary to require the contractor to provide proof of auto insurance - state law requires that everyone have auto insurance, and in most cases, we will not require more coverage than state law requires. If driving is a key component to the contract, and we do require more than the state minimums (see Appendix E of the Contracts Manual for Insurance Requirements), we will require praof of insurance. This proof may come in the form of an additional line on the Contract & Purchasing Manual 12 Revised December 2011 Federal Way Symphony Bylaws ARTICLE I: NAME, ADDRESS AND INCORPORATION Section 1: The name of this organization shall be the Federal Way symphony hereinafter referred to as the FWS. The business address of the FWS is P.O. Box 4513, Federal Way, WA 98063-4513. Section 2: The FWS shall be incorporated as a nonprofit corporation under the laws of the State of Washington. Section 3: The FWS shall consist of an Orchestra, a Board of Directors, OfFicers of the Board of Directors, an Executive Director, and a Music Director. ARTICLE II: MISSION The Federal Way Symphony is a professional orchestra which provides the finest in live symphonic music to entertain, educate, and enrich audiences of all ages in the greater Federal Way area. ARTICLE III: ORCHESTRA The Orchestra shall consist of various members chosen by the Music Director, which shall include a conductor, a concertmaster, and various principal players. ARTICLE IV: BOARD OF DIRECTORS Section 1: Board Membership. The FWS shall be governed by a Board of Directors, hereinafter referred to as the Board. The Board shall consist of at least 13 and not more than 30 members. Each member shall have one vote. The Executive Director and the Music Director shall be ex-officio members of the Board, but do not have the right to make motions or to vote. Section 2: Term. The initial term of office for a Board member shall be two years. A member may serve until he or she chooses to resign from the Board and submits his or her written resignation. Section 3: Powers and Responsibilities. The Board shall have the following powers and responsibilities: To elect from its members a President, Vice President, Secretary, and Treasurer. b. To review the resumes of prospective board members and to vote on their appointments. c. To appoint an Executive Director and a Music Director. d. To establish such standing and special committees as the Board may deem necessary for carrying on the work of the FWS, which committees shall Federal Wav Svmohonv Bvlaws Page 1 of 5 consist of such number and have such power or duties and responsibilities as may be fixed from time to time by the Board. e. To establish such support groups as the Board may deem appropriate for the support of the FWS, which groups shall consist of such number and have such power or duties and responsibilities as may be fixed from time to time by the Board. To establish general artistic standards, administrative standards, and public relations standards. g. To plan and adopt an annual budget, approve all receipts and expenditures, and ensure the solvency of the FWS. h. To appoint Honorary Board Members. Section 4: Duties. Every fiscal year, it shall be the goal of each Board member to purchase a season subscription and to secure revenue for the operation of the FWS. Each Board member shall pay annual Board dues of payable at the time of his or her initial appointment to the Board and payable July 15t or before the first concert of the season in subsequent years. Section 5: Resignation and Removal. Any Board member may resign by giving written notice of his/her resignation to the President. Such resignation shall take effect at the time specified in such notice, and the acceptance of such resignation shall not be necessary to make it effective. A Board member may be removed from the Board with or without cause as determined by a majority vote of those present at any regular or special Board meeting. ARTICLE V: OFFICERS OF THE BOARD OF DIRECTORS Section 1: Officers. The officers shall be a President, Vice President, Secretary, Treasurer, and Immediate Past President. Section 2: Term. The officers shall be elected to serve for one year or until their successors are elected, and their terms of office shall begin at the close of the annual meeting at which they are elected. No officer shall serve more than two consecutive terms in any one office with the exception of the Treasurer who may serve no more than three consecutive terms.. Section 3: Duties of Officers. The duties of the officers shall be as follows: a. President. The President shall preside at all meetings of the Board and Executive Committee and shall have general supervision over the affairs of the FWS. He or she shall be an ex-officio member of all committees of the Board and shall appoint all committee chairs. b. Vice President. The Vice president shall act as the President when the President are absent and shall serve as chair of a principal committee. The Vice President will serve as President-Elect and upon election following the term of Vice President shall assume the role of President. c. Secretary. The Secretary shall attend all Board and Executive Committee meetings. He or she shall record the minutes of the Executive Committee Federal Wav Svmnhonv Bvlaws Page 2 of 5 meetings and may designate a scribe to record minutes of the Board meetings. The Secretary shall distribute copies of the Board minutes to Board members with notification of the next meeting time and place at least seven (7) days in advance of that meeting. In the event the appointed scribe or Secretary are unable to attend a Board or Executive Committee meeting, The Secretary shall appoint a substitute to record the minutes. The Secretary shall oversee the proper maintenance of the original corporate records and archives. d. Treasurer. The Treasurer shall oversee the execution of the FWS financial policies as designated by the Board. He or she shall submit a financial report at each regular Board meeting and shall prepare the annual budget for adoption at the annual meeting each year. e. Immediate Past President. The Immediate Past President shall act as parliamentarian and advisor to the Board. f. Other duties may be required of officers as designated the Board. Section 4: Vacancies. In the event of a vacancy in the office of President or both Co- Presidents, the Vice President shall perform the duties of the President for the remainder of the unexpired term. In the event of a vacancy in another office, a Nominating Committee appointed by the President shall present at least one (1) candidate for the office at the next regularly scheduled meeting. After the vote, the newly elected officer shall serve for the remainder of the term. ARTICLE VI: MEETINGS OF THE BOARD OF DIRECTORS Section 1: Regular Meetings. The regular meetings of the Board shall be held at least nine times per year unless otherwise ordered by the Board. A Board retreat may be held in place of one of the regularly scheduled meetings. Section 2: Annual Meetings. The regular meeting in June, unless otherwise scheduled by the Board, shall be known as the annual meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise. Section 3: Special Meetings. Special meetings of the Board may be called by the President or by the Executive Committee. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least three (3) days notice shall be given. Section 4: Notice. Notice of the place and time of regular meetings shall be given at least seven (7) days in advance of such meetings. Section 5: Voting. Voting on all matters, including the election of Board members and officers, may be conducted by mail, electronic mail, facsimile transmission, or other similar verifiable means. Proxy voting shall be allowed Section 6: Quorum. A simple majority of the entire Board shall constitute a quorum to transact business. Federal Wav Svm�honv Bvlaws Page 3 of 5 ARTICLE VII: COMMITTEES EXECUTIVE COMMITTEE Section 1: Executive Committee Composition. The officers of the Board of Directors shall constitute the Executive Committee, together with the Executive Director and the Music Director, who shall be ex-officio members of the Executive Committee but without the right to make motions or vote. Section 2: Duties and Powers of the Executive Committee. The Executive Committee shall have general supervision of the affairs of the Board between its meetings, fix the hour and place of all meetings, make recommendations to the Board, and perform such other duties as are specified in these Bylaws. The Executive Committee shall be subject to the orders of the Board, and none of its acts shall conflict with action taken by the Board. The Executive Committee may not modify any action taken by the Board. However, the Executive Committee may make monetary decisions without Board approval up to a maximum of five hundred dollars ($500.00). The Executive Committee shall also determine issues to be presented to the full Board. Section 3: Executive Committee Meetings. Unless otherwise ordered by the Board, the Executive Committee shall meet monthly before each regular Board meeting. STANDING COMMITTEES Section 4: The following shall be the Standing Committees of the Board and will meet regularly as scheduled by the Committee Chair: Audience Development, Finance, Fund Development, Governance, and Long Range Planning. ARTICLE VIII: OPERATIONS MANAGEMENT OF THE FWS Section 1: Operating Managers. The operating managers of the FWS shall be an Executive Director and a Music Director. Section 2: Responsibilities of Executive Director. The Executive Director shall be responsible for the day-to-day administrative and fund-raising operations of the FWS as the Board directs. Section 3: Responsibilities of Music Director. The Music Director shall be responsible for the artistic operations of the FWS including, but not limited to, the programming for the concerts, the engagement of soloists and musicians, and the formulation and execution of rules governing the members of the orchestra, subject to Board approval. ARTICLE IX: FINANCES Section 1: Fiscal Year. The fiscal and administrative year shall be from July 1 to June 30. Section 2: Annual Reports. An annual financial compilation shall be completed at the end of each fiscal year by a licensed CPA firm. Section 3: Authority. The President, Treasurer, and Immediate Past President shall have the authority to sign all checks and deposit all receipts of the FWS. The President, the Executive Federal Wav Svmphonv Bvlaws Page 4 of 5 Director, and the Music Director shall have the authority to enter into any contract or to execute any instrument for the corporation as approved by the Board or Executive Committee. ARTICLE XIII: INDEMNIFICATION OF BOARD OF DIRECTORS Each member of the Board now or hereafter serving the Board and each person who at the request of or on behalf of the Board is now serving or hereafter serves as a Board member or officer whether for profit or not for profit, and his/her respective heirs, executors and administrators of each of them, shall be indemnified by the FWS against expenses actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which he/she shall be adjudged, in such action, suit or proceeding liable for negligence or misconduct in the performance of his/her duty but such indemnification shall not be deemed exclusive of any other rights to which such Board member may be entitled under any Bylaw agreement, vote of the Board, or otherwise. ARTICLE XIV: PARLIAMENTARY AUTHORITY The rules con"tained in the current edition of Robert's Rules of Order Newly Revised shall govern the Board in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Board may adopt. ARTICLE XV: AMENDMENT OF BYLAWS Section 1: Amendment. These Bylaws may be amended at any regular meeting of the Board by a simple majority vote of the entire Board, provided that the amendment has been submitted in writing at the previous regular meeting. Section 2: Effective Date. Bylaws amendments shall take effect when approved by the Board. ADOPTED: June 17, 2006 AMENDED: May 16, 2007 (Article VI: New Section 5) May 19, 2010 (Article V: Section 2) September 15, 2010 Federal Wav Svmvhonv Bvlaws Page 5 of 5