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AG 21-025 - HISTORICAL SOCIETY OF FEDERAL WAYRETURN TO: John Hutton/Mary Jaenicke EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Parks 2. ORIGINATING STAFF PERSON: John Hutton EXT: 6910 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 ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G, BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): 21-025 ❑ INTERLOCAL A OTHER MOU Amendment 5. PROJECT NAME: Historical Society of Federal Way Memorandum of Understanding 6. NAME OF CONTRACTOR: Historical Society of Federal Way ADDRESS: 1600B SW Dash Point Road, Federal Way 98023 TELEPHONE E-MAIL: FAX: SIGNATURE NAME: Mapj alis TITLE President 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ® PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: March 2, 2021 COMPLETION DATE: July 31, 2024 9. TOTAL COMPENSATION $ $40,000+$52,500 = $92,500.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES I NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED r e PURCHASING: PLEASE CHARGE -'s 1 Q 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER LI DIRECTOR John Hutton 8-10-2023 ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW Joanna Eide 8/11/23 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 9/12123 COUNCIL APPROVAL DATE: 9119/23 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOWCONTRACTOR 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.) ] AL / DATE SIGNED DEPARTMENT *gffN ATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# !71 ^d A COMMENTS: 2/2017 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF FEDERAL WAY AND HISTORICAL SOCIETY OF FEDERAL WAY THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made this day of 2023, by and between the undersigned representatives of the Historical Society of Federal Way ("Society"), 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 July 31, 2024: 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 2019 amount in 2023 and 2024. 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. 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. k. Provide annual report to the Finance Director on the accomplishments of the stated goals and services starting with year-end 2023. 1. The Society will provide a quarterly invoice with interim progress report on the activities identified. m. 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 an annual sum of thirty-five thousand and 00/100 dollars ($35,000.00) in 2023, paid in four equal quarterly amounts of eight thousand seven hundred fifty and 00/100 dollars ($8,750.00) and an annual sum of Seventeen thousand five hundred and 00/100 ($17,500.00) in 2024, paid in two equal quarterly amounts of eight thousand seven hundred fifty and 00/100 dollars ($8,7500.00) for a total of fifty-two thousand five hundred and 00/100 dollars ($52,500.00) over the life of the contract. The total amount payable to the Historical Society pursuant to the original MOU and this Amendment shall be an amount not to exceed Ninety-two thousand five hundred and 00/100 dollars ($92,500.00). 3. The terms of this agreement will commence upon execution and continue until July 31, 2024. 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 they are 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 they are 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 $2,000,000 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. IN WITNESS WHEREOF, the City and the Society have executed this Agreement as dated above.: CITY EDE WAY: Vol 1110 Jim F 1, ayor APPROVED AS TO FORM: City ttorney, J. R Call ATTEST: HISTORICAL SOCIETY OF FEDERAL WAY: Mary Ehlis, P id t STATE OF WASHINGTON ) ) ss. COUNTY OFf On this day personally appeared before me Mary Ehlis, 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 they were 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 Z,� day of , 204& Notary's signature .w Notary's printed name Notary Public in and for the State of Washington. My commission expires &Azlzlnl:�17 RETURN TO: Jan Pattie EXT: 2527 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Finance 2. ORIGINATING STAFF PERSON: Jan Pattie EXT: 2527 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 ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL 19 OTHER Memorandum of Understanding with Historical Society of Federal Way 5. PROJECT NAME: Historical Society of Federal Way Memorandum of Understanding 6. NAME OF CONTRACTOR: Historical Society of Federal Way ADDRESS: TELEPHONE E-MAIL: FAX-, SIGNATURENAME: Djane N ble GIIIIifOrd TITLE President 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: 3/3/2021 COMPLETION DATE: 12/31/2022 9. TOTAL COMPENSATION $ 40,000 (2021 a 2022) (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 10YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR O CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: "I" 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER O DIRECTOR AA / 2-1-2021 ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW JRC 2/2/2021 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: Zl COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING 13 j -1 [ISENTTO VENDOR/CONTRACTOR DATE SENT: ` DATE REC'D: .J Z ❑ 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.) IN TIA1, / DAT 5j GN ED ❑ LA DEPARTMENT Pe -ON ATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK 97 ❑ ASSIGNED AG# AG r` S COMMENTS: 2/30 i 7 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF FEDERAL WAY AND HISTORICAL SOCIETY OF FEDERAL WAY I THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made this day of 111J�� 2021, by and between the undersigned representatives of the Historical Society of Federal Way ("Society"), 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: The Society agrees to perform the following tasks through December 31, 2022: 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 2019 amount in 2021 and 2022. 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. 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. k. Provide annual report to the Finance Director on the accomplishments of the stated goals and services starting with year-end 2020. 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 an annual sum of twenty thousand and 00/100 dollars ($20,000.00) in 2021, 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 ($20,000.00) in 2022, 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, 2022. 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 they are 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 they are 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. This Agreement shall be governed by and construed in accordance with the law of the State of Washington. (signature page to follow) IN WITNESS WHEREOF, the City and the Society have executed this Agreement as dated above. CITY OF FEDERAL WAY: Ji errell, Mayor APPROVED AS TO FORM: City Attorney, J. Ryan Call ATTEST: qi&UAuk CV Jle"rk. Stephanie 3rtney, CMC HISTORICAL SOCIETY OF FEDERAL WAY: 6C(Ge� Diana Noble Gulliford, President STATE OF WASHINGTON) ) SS. COUNTY OF Kill ) On this day personally appeared before me Diana Noble Gu11iFord, to me known to be the President of Historical Socie 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 , 2021. t1`�4\\ti\1111►111 �.� E'(L Spy ��►i� s` All �"�'�' `�fI ►' a7� {fl7A4!, r�fis�� i i #U 5 S 20104456 _r 7.` ) +''#itf�hWASV'0 l� r7r1' 0 r .x (typed/printed nhme of tary) Notary Public in and for the State of Washington. My commission expires � — \ 1 —a Ll License Information: New search Back to results Entity name: HISTORICAL SOCIETY OF FEDERAL WAY Business name: HISTORICAL SOCIETY OF FEDERAL WAY Entity type: Nonprofit Corporation UBI #: 601-116-929 Business ID: 001 Location ID: 0002 Location: Active Location address: 2645 S 312TH ST FEDERAL WAY WA 98003-5015 Mailing address: 1600B SW DASH POINT RD STE 125 FEDERAL WAY WA 98023-4530 Excise tax and reseller permit status: Click here Secretary of State status: Click here Endorsements I;ndorsement� License # (.:c�w�t Details Status Expiration da First issuance Federal Way 09-101962-OC Active Oct-31-2021 Jun-05-2009 Nonprofit Business Governing People May include governingpeople not registered with Secretary of State (: averning people ` ,itle Governing people 'Fide KNUTZEN, GERALD LUDWIG, JASON NOBLE-GULLIFORD, DIANA VARGO, SUZANNE COUNCIL MEETING DATE: March 2, 2021 ITEM #: 5 d CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: HISTORICAL SOCIETY OF FEDERAL WAY FUNDING POLICY QUESTION: Should the City renew the memorandum of understanding with the Historical Society of Federal Way? COMMITTEE: FEDRAC MEETING DATE: February 23, 2021 CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: A& Ariwoola, Finance Director DEPT: Finance Attachments: 1. Memorandum of Understanding between the City of Federal Way and the Historical Society. Options Considered: 1. Approve the proposed memorandum of understanding. 2. Do not approve the proposed memorandum of understanding and provide direction to staff. MAYOR'S RECOMMENDATION: Option 1 l` ` MAYOR APPROVAL: Al .11j DIRECTOR APPROVAL: C aAtee w inri Initial/Date Initial/Date I nitiaVDate COMMITTEE RECOMMENDATION: "I move to forward the proposed memorandum of understanding to the March 2, 2021 consent agenda for approval. " Committee Chair Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move approval of the proposed memorandum of understanding. " (BELOW TO BE COUPLETED BY CITY CLERK'S OFFICE) 'U€ NC'iL ACCi n f APPROVE 3�L J ZI COUNCIL BILL # DENIED ` I First reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED — I1/2019 RESOLUTION #