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AG 15-171 I I RETURN TO: F/ Ate/ eiti67 4 le xi b EXT: 02 yo 3 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: G e0Aie MI6 O E s/tz—?Me Pr 2. ORIGINATING STAFF PERSON: 7//1 Je f//V. 9N EXT: 9/ 3. DATE REQ.BY: $/0/////5- 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL A, OTHER in 6 u 5. PROJECT NAME: mo u 'IMTWeg'Al /-/l TL',e/6/91- SC)e. . Q f �GL/ ti eITY el" lit/ 6. NAME OF CONTRACTOR: n i/57o '1 en I, S�)L'�/6 )ry 2P cg-i E t ion)/ ADDRESS: ,7 k y,5- .5, 3/d 5T'• FEdFJ 9L LO/I Y I see)- TELEPHONE M ?.O. fox d,5y36 LeittAid LO 409 1 eel_:3 FAX: SIGNATURE NAME: / l/3,4.)# NO 846-67I/LL/ jv2 D TITLE 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: `j be J/5"-- COMPLETION DATE: /3/31 /15- c'c9 9. TOTAL COMPENSATION$ !e, OO�. (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) 1 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 INIT L/DATE REVIEWED INITIAL/DATE APPROVED Yy PROJECT MANAGER 1 0 --- DIRECTOR o] II --_i. --I — ❑ RISK MANAGEMENT (IF APPLICABLE) FLAW iJ!� M1 / fEQA 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE:'7 s//j COUNCIL APPROVAL DATE: 41146- 12. CONTRACT SIGNATURE ROUTING *SENT TO VENDOR/CONTRACTOR DATE SENT: g 185115" DATE REC'D: g/as//5- ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS IN TI /DATE SIGNED •V1 LAW DEPARTMENT V g'2(o •f,S CHIEF OF STAFF f3_w,�., gl 211'701Y Jr SIGNATORY(MAYOR OR DIRECTOR) fh CITY CLERK A)a$iiC ❑ ASSIGNED AG# A'# AN IS— RI ❑ SIGNED COPY RETURNED DATE SENT: 8/SIJJS 4j- COMMENTS: LZp pit 1ot,ei Al f6PRAG ern 7J R/6, Q44Frf.is !lr f9 . elf 0.n 3n/i/'/.S. 11/9 0 MEMORANDUM OF UNDERSTANDING BETWEEN HISTORICAL SOCIETY OF FEDERAL WAY AND THE CITY OF FEDERAL WAY THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made this 20th day of July 2015, by and between the undersigned representatives of the Historical Society of Federal Way ("Society"), a Washington nonprofit corporation, and the City of Federal Way ("City"), a Washington Municipal Corporation. WHEREAS, the Society's principal function 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"); and WHEREAS, the City owns the West Hylebos Wetlands Park, located at 411 S 348th Street, Federal Way, Washington, 98003 ("Park"); and WHEREAS, pursuant to an agreement dated December 6, 1993, the Society placed and is presently restoring the Cabins in the Park; and WHEREAS, pursuant to an agreement dated August 1, 2000, improvements to the Park were designed and constructed; 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 pursuant to the terms and conditions outlined in AG11-100; and WHEREAS, the Council desires to support the efforts of the Society to provide enhanced educational opportunities at 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. The Society agrees to perform the following tasks through December 31St, 2015: • Provide light maintenance and cleaning of the Barker and Denny Cabins at Hylebos Park. • Open the cabins to the public on the second Saturday of each month from noon to 4:0 m p p Y � for the months of May through October. • Ensure that docents are available and will provide visitor information to the public. • Accommodate openings upon request. Examples of such openings include special events such as the salmon release coordinated with the schools that brings hundreds of students to the site, tours for schools outside Federal Way, and for special events for school age children like the Boy and Girl Scouts. • Enhance educational experiences by coordinating the presence of additional local groups such as: Northwest woodcarvers, actors reenacting the elements of the Civil War, Crazy Quilters of Federal Way and Old Time Fiddlers. 2. Commitment of the City. The City agrees to pay a one-time lump sum of Ten Thousand and 00/100 dollars ($10,000.00) for the services identified. 3. Term and Termination. The terms of this MOU shall commence upon execution and shall continue until December 31st, 2015. 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 MOU. 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 MOU. 5. Insurance. It is hereby understood and agreed that the City and the Society shall obtain and maintain general liability insurance in the minimum amount of One Million and No/100 Dollars ($1,000,000.00) per incident and in the minimum amount of Two Million and No/100 Dollars ($2,000,000.00) annual aggregate. 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 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 without the prior written consent of the other party. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington. IN WITNESS WHEREOF, the Society and the City have executed this Memorandum of Understanding as of the day and year first written by their duly authorized representatives. CITY OF FEDERAL WAY: 136 con J, Al o .5, Jim Ferre ;May, /yjr r.,l.,, 4W/1 33325 8' Ave ' 8l»/ r Federal Way, WA 98003 ATTEST: APPROVED AS TO FORM: S gt h.nie Courtney, CMC O ity Clerk Amy Jo P all, City Attorney j HISTORICAL SOCIETY OF FEDERAL WAY: /i666 - Diana Noble-Gulliford, President 2645 S 312th St Federal Way, WA 98003 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day personally appeared before me Diana Noble-Guilliford, to me known to be the President of Historical Society 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. GIVEN my hand and official seal this day of k , 2015. s e „„ (7 101-. printed name of notary) lotary blic in and for the State f Washington. � My commission expires a ���` 1 y/14'ok WA9tO s';� K:\agreement/Templates-Forms/MOU.doc Corporations: Registration Detail Page 1 of 1 HISTORICAL SOCIETY OF FEDERAL WAY UBI Number 601116929 Category REG Profit/Nonprofit Nonprofit Active/Inactive Active State Of Incorporation WA WA Filing Date 10/17/1988 Expiration Date 10/31/2015 Inactive Date Duration Perpetual Charity This corporation is also a charity.View Info»(htto://www,sos.wa.eov/charities/search detail.asox?charity id=7249) Registered Agent Information Agent Name Gerald Knutzen Address 2645 S 312TH ST City FEDERAL WAY State WA ZIP 98003 Special Address Information Address PO BOX 25430 City FEDERAL WAY State WA Zip 98093 Governing Persons Title Name Address Director Olmstead,Lou PO Box 25430 FEDERAL WAY,WA 98093 Director ADDITIONAL NAMES ON FILE,* President Noble-Gulliford,Diana PO Box 25430 FEDERAL WAY,WA 98093 Secretary Burt,Dorothy PO Box 25430 FEDERAL WAY,WA 98093 Treasurer Schick,Andy PO Box 25430 FEDERAL WAY,WA 98093 Vice President Knutzen,Gerald PO Box 25430 FEDERAL WAY,WA 98093 http://www.sos.wa.gov/corps/search_detail.aspx?ubi=601116929 8/25/2015 HistSFW2 Non Profit Insurance Program CERTIFICATE OF INSURANCE Issue Dow 05l27/201.B THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONVERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: It the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed If SUBROGRATION IS WAIVED,subject to the terms and conditions of the policy,certain coverage may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER COMPANIES AFFORDING COVERAGE GENERAL LIABILITY Clear Risk Solutions American Alternative Insurance Corporation 451 Diamond Drive Ephrata, WA 98823 AUTOMOBILE LIABILITY American Alternative Insurance Corporation INSURED PROPERTY Historical Society of Federal Way American Alternative Insurance Corporation,et al. PO Box 25430 Federal Way, WA 98093 MISCELLANEOUS PROFESSIONAL LIABILITY COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE COVERAGE PERIOD INDICATED. NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF 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. TYPE OF INSURANCE POLICY NUMBER POLICY EFF POLICY EXP DESCRIPTION mitts DATE DATE GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY N1-A2-RL-0000013.07 06/01/2015 06/01/2016 PER OCCURRENCE $5,000,000 OCCURRENCE FORM PER MEMBER AGGREGATE $10,000,000 INCLUDES STOP GAP PRODUCT-COMP/OP $5,000,000 PERSONAL&ADV.INJURY $5,000,000 LIABILITY IS SUBJECT TO A$50,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE $50,000,000 AUTOMOBILE LIABILITY ANY AUTO N1-A2-RL-0000013-07 06/01/2015 06/01(2016 COMBINED SINGLE LIMIT $5,000,000 (LIABILITY IS SUBJECT TO A$50,000 SIR PAYABLE FROM PROGRAM FUNOS1 ANNUAL POOL AGGREGATE NONE PROPERTY N1-A2-RL-0000013-07 06/0112015 06/01/2016 ALL RISK PER OCC EXCL EQ&FL $55,000,000 EARTHQUAKE PER OCC $1,000,000 FLOOD PER OCC $1,000,000 (PROPERTY IS SUBJECT TO A$50,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE NONE MISCELLANEOUS PROFESSIONAL LIABILITY 06/01/2015 06/01/2016 PER CLAIM (LIABILITY IS SUBJECT TO A SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I SPECIAL ITEMS Regarding grants received. City of Federal Way is named as Additional Insured regarding these grants only and is subject to policy terms,conditions and exclusions. Additional Insured endorsement is attached. CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CERTIFICATE HOLDER AUTHORIZED REPRESENTATIVE City of Federal Way 3325 8th Avenue S o 4( t Federal Way,WA 98003 y (JU 2961544 AMERICAN ALTERNATIVE INSURANCE COMPANY ADDITIONAL INSURED—DESIGNATED PERSON OR ORGANIZATION (GENERAL LIABILITY) Named Insured Non Profit Insurance Program (NPIP) Policy Number Endorsement Effective N1-A2-RL-0000013-07 61112015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: GENERAL LIABILITY COVERAGE PART This endors ement changes the policy effective on the inception date of the policy unless another date is indicated above. Schedule Person or Organization(Additional Insured): As Per Schedule on file with Clear Risk Solutions,Underwriting Administrator City of Federal Way 3325 8th Avenue S Federal Way WA 98003 Regarding grants received. City of Federal Way is named as Additional Insured regarding these grants only and is subject to policy terms,conditions and exclusions. Additional Insured endorsement is attached, A. With respects to the General Liability Coverage Part only,the definition of Insured in the Liability Conditions,Definitions and Exclusions section of this policy is amended to include as an Insured the Person or Organization shown in the above Schedule.Such Person or Organization is an Insured only with respect to liability for Bodily Injury,Property Damage,or Personal and Advertising Injury caused in whole or in part by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In performance of your ongoing operations;or 2. In connection with your premises owned or rented to you. B. The Limits of Insurance applicable to the additional Insured are those specified in either the: 1. Written contract or written agreement;or 2. Declarations for this policy, whichever is less.These Limits of Insurance are inclusive and not in addition to the Limits Of Insurance shown in the Declarations. All other terms and conditions remain unchanged. Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. RL 2163 12/12 Page 1 of 1 2961545