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HomeMy WebLinkAbout11-126 - Cascade Land Conservancy - Funding for Duwamish Hill Preserve Rain Gardenr a Contract No. 1 1 -126 AGREEMENT TO PROVIDE FUNDS Council Approval N/A This Agreement is entered into by and between the City of Tukwila, Washington, a noncharter optional municipal code city (the "City and Cascade Land Conservancy, a Washington nonprofit corporation (CLC), whose principal office is located at 615 2 Ave, Suite 600, Seattle, WA 98104. WHEREAS, the City and CLC wish to partner to install a bog -type rain garden "rain garden at Duwamish Hill Preserve Park; and WHEREAS, the City has contracted with Stewardship Partners to conduct a training on rain garden installation and to install a rain garden at the Duwamish Hill Preserve Park; WHEREAS, CLC and the City of Tukwila have been partnering extensively at Duwamish Hill Preserve Park to enhance the natural environment and to create a learning environment for current and future generations; and WHEREAS, CLC has received funding from Alaskan Copper "Alaskan") for the planning, installation and materials for the rain garden, a portion of which CLC desires to provide to the City to complete the rain garden installation in the most efficient and effective way possible. NOW, THEREFORE, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the City and CLC agree as follows: 1. Scope. CLC shall provide the City Two Thousand 4A Four Hundred and Fifty Dollars ($2,450.00) to cover the City's contract costs with Stewardship Partners. In exchange, the City agrees to use the funds provided by CLC to install a rain garden at Duwamish Hill Park. The funds provided by CLC shall go directly towards the cost of the rain garden installation, including but not limited to the cost of materials. Installation will occur in September 2011. The City agrees that the funds from CLC will not be used to pay for City staff time. 2. Third Party Funding: The funds CLC is providing to the City come from Alaskan, a third party that is not a party to this Agreement. By signing this agreement, CLC stipulates that they previously secured the funding from Alaskan, and CLC acknowledges that the City of Tukwila has made financial commitments based on CLC's representation of such funding. It is CLC's sole responsibility to ensure that use of the Alaskan funding is done in way that complies with any commitments made between CLC and Alaskan Copper. 3. Method of Payment. The City shall provide CLC an invoice and supporting documentation within thirty (30) days of the date that the expense is incurred. The invoice shall list the expenses incurred by the City and the total amount for which the City seeks reimbursement. CLC shall reimburse the City within 30 -days of receiving an invoice. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing upon mutual execution of this agreement by the parties and ending December 31, 2012 unless sooner terminated under the provisions hereinafter specified. 5. Publicity. CLC agrees that when promoting the rain garden training and rain garden installation event, they will reference the City of Tukwila or place a City of Tukwila seal on all related promotional material including online and social media platforms. 6. Independent Agent. CLC and City agree that CLC is an independent agent with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship ,of employer and employee between the parties hereto. Neither CLC nor any employee of CLC shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the CLC, or any employee of the CLC. 7. Indemnification. CLC shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of CLC's negligence in connection with the performance H: \Stream Team\Rain Garden\Draft Agreement, 2011.09.14.doc a 9 aL OYl kn 9/14/2011 L Page 1 Of 2 of this Agreement. The City shall defend, indemnify and hold CLC, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of the City's negligence in connection with the performance of this Agreement. Should a court of competent jurisdiction determine that this Agreement 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 Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 8. Termination. The parties may terminate this Agreement by providing the other party at least 30 -days written Notice. In the event the Agreement is terminated by CLC, CLC shall reimburse the City for any expenses incurred prior to termination of the agreement. 9. Entire Agreement. This Agreement contains the entire Agreement between the parties hereto and no other Agreements, oral or otherwise, regarding the subject matter of this Agreement, shall be deemed to exist or bind any of the parties hereto. Either party may request changes in the agreement. Proposed changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement. 10. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to CLC shall be sent to the address provided by CLC upon the signature line below. 11. Applicable Law: Venue: Attornev's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees�r1d costs of suit. DATED this day of �c.vu 20// CITY OF TUKWILA Title: i Haggei OT or A ST/AUT 9" 0 Christy O'Flaherty, CMC, City Clerk APPROVED AS TO FORM: J Office of the City Attorney CLC: By: Title: U Printed Name: Address: H: \Stream Team\Rain Garden\Draft Agreement, 2011.09.14.doc 9/14/2011 Page 2 of 2