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AG 16-071RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PARKS 2. ORIGINATING STAFF PERSON: n c‘v i d 61e. vvn Gyn S 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): OTHER MoV EXT: (,`I I} 41 3. DATE REQ. BY: ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: M (AI I Tn A. Ll1 n l r V L (L / C o.r 5 Yv► (1..4,14 6. NAME OF CONTRACTOR: A,Me er 5 ne. 1 t° 41 ADDRESS: E -MAIL: SIGNATURE NAME: LL,.1-r 1)AV15 TELEPHONE: FAx: TITLE: 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE OTHER REFERENCED EXHIBITS CFW LICENSE # 8. TERM: COMMENCEMENT DATE: ❑ ALL ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS BL, EXP. 12/31/ UBI # , EXP. / /_ Ej ' 6 COMPLETION DATE: 5/ l 4 I lb 9. TOTAL COMPENSATION: $ jN; 1 A (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES 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: N ` A 10. DOCUMENT / CONTRACT REVIEW ❑ PROJECT MANAGER ❑ SUPERVISOR ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED INITIAL / DATE APPROVED SS S•l2•lb COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: isI b ! ( L ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED ❑ LAW DEPT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG # ❑ SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS: fJc� u ele - Aivt pc‘p�I -/ IfIer AG SID -0 DATE SENT: 05 -Il -Igo COUNCIL APPROVAL DATE: ' V1Yrc{, 4) I14t ,J4e CtIL.11je5 DATE REC' D: 51i i C (.12 e 4\i i w CG J C t"; 0c' 11/9 ACS Contract #36164 MEMORANDUM 41? UNDERSTANDING BETWEEN AMERICAN CANCER SOCIETY AND THE CITY OF FEDERAL WAY THIS MEMORANDUM OF UNDERSTANDING ( "MOU ") is made this 28`h day of April, 2016 by and between the undersigned representatives of the City of Federal Way ( "City "), a Washington Municipal Corporation, and American Cancer Society ( "ACS "), a Washington Non-profit Corporation. RECITALS: WHEREAS, ACS will provide a "Car Smash" attraction at The City's Touch a Truck event to be held on May 14, 2016 between the hours of 1 lam -- 2prn. 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: I. Commitment of the American Cancer Society. ACS agrees to creating, acquiring and /or providing the following: • Run all aspects of the "Car Smash" portion of the event, which includes but not limited to getting participant waiver agreements, making sure participants wear personal protection equipment, setting rules and/or guidelines for participants, etc. • Keep 100% of monetary proceeds for this portion of the event. • Set up info tent for the "Car Smash" area. 2. Commitment of the City. The City agrees to creating, acquiring and /or providing the following: • Set up & break down the "Car Smash" area, • Supply personal protection equipment. • ,Supply wrecked car for "Car Smash" area. •: Provide participant liability waiver, 3. Term and Termination. The terms of this MOU shall commence on the date written above and shall continue until terminated on May 14, 2016, 4. Indemnification: 4.1 ACS Indemnification, The ACS agrees to release indemnify, defend, and hold the City, its selected 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 MOU or the performance of this MOU, except for that portion of the claims caused by the City's sole negligence, Should a court of competent jurisdiction determine that this MOU 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 ACS and the City, the ACS's liability hereunder shall be only to the extent of the ACS's negligence. The ACS shall ensure that each sub - contractor shall agree to defend and indemnify the City, ACS Contract #36164 its elected officials, officers, employees, agents, representatives , insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the ACS pursuant to this paragraph. The City's inspection or acceptance of any of ACS's work when completed shall not be grounds to avoid any of these covenants of indemnification. 4,2 Industrial Insurance At Walter. It is specifically and expressly understood that the ACS 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. The ACS'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, disability benefit acts or any other benefits acts or programs, The Parties further acknowledge that they have mutually negotiated this waiver. 4,3 City) e, ' logo. The City agrees to release, indemnify, defend and hold the ACS, 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, 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 connected with this MOU to the extent solely caused by the negligent acts, errors, or omissions of the City. 4,4 Survival. The provisions of this Section shall survive the expiration or termination of this MOU with respect to any event occurring prior to such expiration or termination. 5. Governing Law. This MOU shall be governed by and construed in accordance with the laws of the State of Washington (excepting any conflict of laws provisions which would serve to defeat application of Washington substantive law).. [Signature Page Follows] ACS Contract #36164 IN WITNESS WHEREOF, the ACS and the City have executed this MOU as of the day and year first written above by their duly authorized representatives. CITY OF FEDERAL WAY: Avh • `-.Z' t. John Hutton, P ks Director DATE: S • (Z+ b AMERICAN CANCER SOCIETY: By: Timothy B. Phillips, General Cou American Cancer Society, Inc. STATE OF GEORGIA ) ) ss. COUNTY OFGtulan ) AT'T'EST: C k, Stephanie Courtney ‘MC MC APPROVED AS '1'0 FORM: _cf City Attorney, Amy Jo Pearsall On this day personally appeared before me Timothy Phillips, to me known to be the General Counsel of ACS 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 ((I'll day of . jail , 2016. (typed/printed name of notary) Notary Public in and for the State of Georgia. My commission expires ( ti (p1,) 01 9 MEMORANDUM OF UNDERSTANDING BETWEEN AMERICAN CANCER SOCIETY AND THE CITY OF FEDERAL WAY THIS MEMORANDUM OF UNDERSTANDING ( "MOU ") is made this 28th day of April, 2016 by and between the undersigned representatives of the City of Federal Way ( "City "), a Washington Municipal Corporation, and American Cancer Society ( "ACS "), a Washington Non - profit Corporation. RECITALS: WHEREAS, ACS will provide a "Car Smash" attraction at The City's Touch a Truck event to be held on May 14, 2016 between the hours of 1 l am — 2pm. 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 the American Cancer Society. ACS agrees to creating, acquiring and /or providing the following: • Run all aspects of the "Car Smash" portion of the event, which includes but not limited to getting participant waiver agreements, making sure participants wear personal protection equipment, setting rules and /or guidelines for participants, etc. • Keep 100% of monetary proceeds for this portion of the event. • Set up info tent for the "Car Smash" area. 2. Commitment of the City. The City agrees to creating, acquiring and /or providing the following: • Set up & break down the "Car Smash" area. • Supply personal protection equipment. • Supply wrecked car for "Car Smash" area. 3. Term and Termination. The terms of this MOU shall commence on the date written above and shall continue until terminated on May 14, 2016. 4. Indemnification. ACS 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 ACS, its employees, agents, or contractors, which may arise out of this MOU. The City shall indemnify and hold harmless the ACS 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. -, „ham• N k W644 1-(-°‘^`` '3(\us riAc�Aft -k--Am etwk . 5. Governing Law. This MOU shall be governed by and construed in accordance with the laws of the State of Washington (excepting any conflict of laws provisions which would serve to defeat application of Washington substantive law). IN WITNESS WHEREOF, the ACS and the City have executed this MOU as of the day and year first written above by their duly authorized representatives. CITY OF FEDERAL WAY: ATTEST: John Hutton, Parks Director City Clerk, Stephanie Courtney, CMC DATE: APPROVED AS TO FORM: City Attorney, Amy Jo Pearsall AMERICAN CANCER SOCIETY: By: Katrina Minton - Davis, Community Relations Manager STATE OF WASHINGTON ) ) ss. COUNTY OF ) On this day personally appeared before me Katrina Minton - Davis, to me known to be the Community Relations Manager of ACS 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 , 2016. (typed /printed name of notary) Notary Public in and for the State of Washington. My commission expires K: \agreemnent/Templates - Forms /MOU.doc