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AG 19-021 - FW Historical Society RETURN TO: Renee Cameron EXT: 2527 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: FINANCE ORIGINATING STAFF PERSON: RENEE CAMERON EXT: _2527 3. DATE REQ. IY: 2/26/2019 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 X OTHER MEMORANI.7UM OF UNDERSTANDING WITI-I HISTORICAL SOC-1.1=1'Y OF FCfaLRAI.WAY PROJECT NAM 'J CpjU d NAME OF CONTRACTO � ocd ADDRESS: "ELEPFIONE E-MAIL: AX: SIGNATURENAME: GERALD KNUTSON TITLE PRESIDENT 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 TERM: COMMENCEMENT DATE: COMPLETI DATE: 12/31/2020 TOTAL COMPENSATION$ INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR C 4RGE-ATTACH S DULES OF EMPLOYEES TITLES D HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: 1/22/2019 COMMITTEE APPROVAL DATE: Il2019 SCHEDULED COUNCIL DATE: 2/5/2019 COUNCIL APPROVAL DATE: 2/5/2019 2. CqNTRACWrSENTTO SIGNATURE ROUTING ' [1 9 DATE REC'D:jh �,,, SE1w3TT0 VENDOR/CONTRACTOR DATE SENT: ❑ 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.) INITIAL/DATE SIGNED ❑����L�,,AA�W DEPARTMENT C� 2 � wSIGNACORY(MAYOR OR DIRECTOR) ❑ CITY CLERKZ� ❑ ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT:f ;OMMENTS: MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF FEDERAL WAY AND HISTORICAL SOCIETY OF FEDERAL WAY THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made th. day W�"(-Socie 019, by and between the undersigned representatives of the Historical Society of Federal "), a Washington State nonprofit corporation, and the City of Federal Way ("City"), Washington State 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 Council desires to support the efforts of the Society to provide enhanced educational opportunities at the Cabins, and further its goals as described in its February 6, 2014 strategic planning document; 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 are hereby acknowledged, the parties do agree as follows: 1. The Society agrees to perform the following tasks through December 31, 2020: a. Provide light maintenance and cleaning of the Barker and Denny Cabins at Hylebos Park. b. Open the cabins to the public on the second Saturday of each month from 12:00 p.m. to 4:00 p.m. during the months of May through October. c. Ensure that docents are available to provide visitor information to the public. d. Accommodate special events at the Cabins upon request. Past examples have included school tours and Boy and Girl Scout tours. e. Enhance educational experiences by coordinating the presence of additional local groups such as the Northwest woodcarvers, Civil War reenactments,the Crazy Quilters of Federal Way, and the Old Time Fiddlers. f. Collect, document, preserve, conserve the cultural history of Greater Federal Way area. Grow the record by at least 2% annually. g. Educate the Greater Federal Way by making community presentations, i.e. schools, social classes at least for 5 of those shows per year. h. Obtain funds from various sources to pay for the expansion of programs and facility by increasing the private contribution by 10% over the 2017 amount in 2019 and 2020. Identify fund raising activities appropriate to the Society's mission and consistent with fundraising strategies. i. Develop and implement strategies to attract a more comprehensive representation of Greater Federal Way community by increasing the membership by 5%per year over 2017. j. Expand the relationship with the business community of Greater Federal Way, and School District by increasing business community financial support and School District financial support by 5% per year over 2017. Page 1 of 3 k. Provide annual report to the Finance director on the accomplishments of the stated goals and services starting with year-end 2018. 1. The Society will provide a quarterly invoice with interim progress report on the activities identified. in. The Historical Society will make its books and records available to the City for review. 2. In exchange for the services provided by the Society, the City agrees to pay the Society annual sum of twenty thousand and 00/100 dollars ($20,000.00) in 2019, paid in four equal quarterly amounts of five thousand and 00/100 dollars ($5,000.00) and an annual sum of twenty thousand and 00/100 dollars ($20,000.00) in 2020, paid in four equal quarterly amounts of five thousand and 00/100 dollars ($5,000.00), for a total of forty thousand and 00/100 dollars ($40,000.00) over the life of the contract. 3. The terms of this agreement will commence upon execution and continue until December 31, 2020. The parties may agree in writing to extend the term of this Agreement. 4. Indemnification. The Society agrees to indemnify, defend and hold the City, its elected officials, officers, employees, agents, and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and all attorney fees)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 Contract to the extent caused by the negligent acts, errors or omissions of the Society, its partners, agents, employees, or by the Society's breach of this Contract. The City agrees to indemnify, defend and hold the Society, its officers, directors, shareholders, partners, employees, and agents harmless from any and all claims, demands, losses, actions and liabilities (including costs and attorney fees) 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 Contract to the extent solely caused by the negligent acts, errors, or omissions of the City, its employees or agents. 5. Insurance. The Society agree to obtain and maintain general liability insurance covering liability arising from premises, operations, personal injury, bodily injury, death, and property damage with limits no less than$1,000,000 for each occurrence and $2,000,000 general aggregate. 6. 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 both parties. Neither party may transfer or assign any or all of its obligations under the Agreement without prior written consent of the other party. 7. This Agreement shall be governed by and construed in accordance with the law of the State of Washington. Page 2 of 3 IN WITNESS WHEREOF, the City and the Society have executed this Agreement as dated above. CITY OF FEDERAL WAY: a:x� — Jim F' - ell. Aayoy _. . APPROVED AS TO FORM: ATTEST: -�a 0j, City Attorney, J. Ryan Call My berk, Stephanie oL tney, CMC HISTORICAL SOCIETY OF FEDERAL WAY: Gerald C. Knutzen,President STATE OF WASHINGTON ) ss. COUNTY OF K4 "& } On this day personally appeared before me Gerald C. Knutzen,to me known to be the President of the 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 o , 2019. FRENEECAMERON PUBLIC (typed/printed name of notary) ASHINGTONON EXPIRES9, 2020 Notary Public in and for the State of Washington. My commission expires 7119 L� aaQ Page 3 of 3