Loading...
AG 17-075RETURN TO: : t1,ev EXT: CITY OF FEDE L WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: TAIFA, . ORIGINATING STAFF PERSON: EXT: -Tl 3. DATE REQ. BY: 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 (A }J o ❑ INTERLOCAL r OTHER PROJECT NAME: NAME OF CONT ADDRESS: E -MAIL: SIGNATURE N YK2- (ati-to/4 (Acutd_ kh. wi . i m! 'r.1a pit TELEPHO FAX: TITLls� EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN S�. ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS . TERM: COMMENCEMENT DATE: 1►` . TOTAL COMPENSATION $ ( (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, $ RETAINAGE: RETAINAGE AMOUNT: COMPLETION DATE: ❑ ALL PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER 11 DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 1. COUNCIL APPROVAL (IF APPLICABLE) 2.7 J .)y 2,61 COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) ❑ LAW DEPARTMENT ciAMNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED INITIAL / DATE SIGNED 7/11417 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 tiwrw cityoffederalway com AMENDMENT NO. 1 TO MEMORANDUM OF UNDERSTANDING BETWEEN The CITY OF FEDERAL WAY and The FEDERAL WAY PERFORMING ARTS FOUNDATION (formerly the FEDERAL WAY COALITION OF THE PERFORMING ARTS) This Amendment ( "Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and the Federal Way Performing Arts Foundation, a Washington non - profit corporation ( "Foundation "). The City and Foundation (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement in connection to the Performing Arts & Event Center ( "PAEC ") located at 31510 Pete von Reichbauer Way South, Federal Way, WA 98003 ( "Memorandum ") dated effective April 28, 2017 as follows: 1. AMENDED FOUNDATION RESPONSIBILITIES. In addition to its other responsibilities, the Foundation agrees to: • All tickets for Foundation events will be sold through the PAEC box office and the City will retain all related service fees as earned revenue. 2. AMENDED CITY OF FEDERAL WAY RESPONSIBILITIES. In addition to its other responsibilities, the City agrees to: • The City will not charge the Foundation a merchandise commission. • All ticket revenues from Foundation events at the PAEC will be delivered to the Foundation. • Provide the Foundation with advertising space in the PAEC season brochure at no charge. 3. GENERAL PROVISIONS. All other terms and provisions of the Memorandum, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT 1 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwu cityoffecieraiway corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: DATE: FEDERAL WAY PERFORMING ARTS FOUNDATION: (r Printed Name: I(` \( G lam' S Title: P2E_s tip p- r Date: 74$111 STATE OF WASHINGTON ) ) ss. COUNTY OF (A, ATTEST: h. nie Courtney, CMC, Cit lerk APPROVED AS TO FORM: far J. Ryan Call, City Attorney On this ay personally appeared before me II u , to me known to be the f .C. S k of 1awJ. 13 evi kkh„,;-a ' is 1,v�, cd e,-l-wl-�hat executed the foregoing instrument, and acknowledged the said instrument t� be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /9i 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 ,k day of \�\\\\‘‘‘‘‘11iti ��4- \\\,,,,,,,,,\\�4q i0'I'/ Notary's signature 5 $' ;�. °' +;;'a �� .Notary's printed name o •°t4RI..3 tn "�S 9llcia- 1, WASN\‘\`` Notar ' ublic in an. for the State of Washington. My commission expires -' 1° 14 AMENDMENT 2 3/2017 RETURN TO. EXT: % CITY OF FEDE' • L WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: . ORIGINATING STAFF PERSON: TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G, ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE �� ❑ CONTRACT AMENDVV W V (AG #): Ne OTHER PROJECT NAME: NAME OF CONT ADDRESS: E -MAIL: SIGNATURE NAM PNEQ., ( EXT: 3. DATE REQ. BY: - 1j�-11 RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL VAEL (4,4.k L\k\AA.9 GO "fr - - ►9r'ri�►rl�il TELEPHONE FAJ ` TITLE ut- EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS ❑ ALL TERM: COMMENCEMENT DATE: & G �� (�1� COMPLETION DATE: tO /t4(5. TOTAL COMPENSATION $ (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, $ RETAINAGE: RETAINAGE AMOUNT: PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED ❑ PROJECT MANAGER DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW INITIAL / DATE APPROVED • r. 1. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) ❑ LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED ;OMMENT : INITIAL / DATE SIGNED Vii -U 5((( AG# / 7 - o 5 D A T E SENT: 5 - / ) 7- ktd a PAP Mv, Vidt1c.Q lY�avvlll'Cl'0A CITY Of .., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com Memorandum of Understanding Between City of Federal Way and Federal Way Coalition of the Performing Arts This memorandum of Understanding ( "MOU ") defines the respective responsibilities and relationship of the City of Federal Way ( "City ") and the Federal Way Coalition of the Performing Arts ( "Coalition ") in connection to the Performing Arts & Event Center ( "PAEC ") located at 31510 Pete von Reichbauer Way South, Federal Way, WA 98003. Recitals A. On March 19, 2013, the Federal Way City Council approved funding for schematic design development for the PAEC. B. The Capital Fundraising Campaign operated from June 21, 2013 until February 28, 2017 in pursuit of grant monies and one million dollars solicited from the community for the "Local Capital Campaign." C. The Coalition and the City will jointly manage the process of securing naming rights for various areas of the facility. D. The Coalition will serve as steward of the grant- seeking process for the Performing Arts & Event Center and its programs. Now, therefore the parties agree as follows: 1. Coalition Responsibilities: The Coalition agrees as follows: • The Coalition will conduct fundraising activities in its name to secure financial support for the Performing Arts & Event Center and its programs. • The Coalition has the authority to designate naming rights in the PAEC to private donors in a manner that reflects the relative value of those naming opportunities as mutually agreed upon by the parties. i. Policies for permanent recognition of private donors on the "Donor Wall" will be mutually agreed upon by both parties (e.g. room naming, seat naming). ii. Designation of donor benefits will be mutually agreed upon and executed with staff. • To set goals for, and implementation of, individual and corporate donor campaigns, underwriting and grant solicitation if needed for capital enhancement, special events, support of programs or development of new programs at the PAEC. o All written information for fundraising, promotion, and grants will be reviewed by staff for accuracy prior to distribution. • The Coalition will host an annual Gala fundraiser as part of the presenting season (September — June) on a mutually agreed upon date. • The Coalition will report to the City Council annually on its fundraising activities related to the PAEC. MOU/2017/ Coalition - PAEC CITY OF �., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www atyoffederalway com 2. City of Federal Way Responsibilities: • The City will assist the Coalition in all fundraising activities by providing information, materials or summary of budgets regarding its programs. • The City will collaborate with the Coalition on naming rights funding and honor mutually agreed upon donor benefits. • The City will assist the Coalition in securing funds and meeting their goals by providing assistance, which includes but is not limited to, gathering, creating or editing documentation, and providing technical support. • The City will support the annual Gala fundraiser by subsidizing rental fees for the event. 3. Indemnification. The Coalition 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 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 Coalition and the City, the Coalition's liability hereunder shall be only to the extent of the Coalition's negligence. Coalition shall ensure that each sub- contractor 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 Coalition pursuant to this paragraph. The City's inspection or acceptance of any of Coalition's work when completed shall not be grounds to avoid any of these covenants of indemnification. The City agrees to release indemnify, defend, and hold the Coalition, 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 MOU or the performance of this MOU, except for that portion of the claims caused by the Coalition'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 City and the Coalition, the City's liability hereunder shall be only to the extent of the City's negligence. City shall ensure that each sub - contractor 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 City MOU/2017/ Coalition - PAEC CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederatway com pursuant to this paragraph. The Coalition's inspection or acceptance of any of City's work when completed shall not be grounds to avoid any of these covenants of indemnification. 4. Terms. This MOU shall terminate three (3) years from the date it is agreed to by both parties. Thereafter, this MOU shall automatically renew for additional three (3) year terms, unless either party delivers notice of non - renewal at least thirty (30) days prior to the date of renewal. 5. Interpretation and Modification. This MOU, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this MOU and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this MOU conflict with any language in this MOU, the terms of this MOU shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this MOU. Any provision of this MOU that is declared 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 MOU that is consistent with the authority of the MOU and compliant with the terms of the MOU, is hereby ratified as having been performed under the MOU. No provision of this MOU, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. <signature page to follow> MOU/2017/ Coalition - PAEC Ab!CITY OF Federal Way DATED the effective date set forth above. CITY OF Jim Fe Date: DERAL WAY: ATTEST: .4l1A4A. vi h. ie Courtney, CMC, CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www crtyol%deralway corn APPROVED AS TO FORM: 5\ie (IAA_ y lerk J. Ryan Call, City Attorney FEDERAL WAY COALITION OF THE PERFORMING ARTS: DATE: q (.2 c( 7 STATE OF WASHINGTON COUNTY OF ) ) ss. On this day personally appeared before me, Mary Gates, to me known to be the individual described in and who executed the foregoing instrument, and on oath swore that e /she, key.executed the foregoing instrument as- ris/herAkeir free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN my hand and official seal this _,2_&L4/day of MOU/2017/ Coalition - PAEC (typed/printed name of notary) Notary Public in and for the State of Washington. My commission expires K)— act— 1.15 j