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Home My WebLink About21-142 - Rave Foundation - Reimbursement Agreement: 2021 Rave Green Run21-142 Council Approval N/A REIMBURSEMENT AGREEMENT This Reimbursement Agreement, together with all attachments and exhibits (the "Agreement"), is entered into by and between the City of Tukwila , a non -charter optional municipal code city (the "City"), and Rave Foundation, a Washington non-profit corporation, organized as a tax-exempt public charity under IRC 501c-3 ("Rave"). AGREEMENT 1. Event: Rave has proposed to hold a 5K run in the City of Tukwila on Sunday, September 19, 2021 (the "Event"). The Event is estimated to have between 200 and 500 people in attendance. 2. City Staff: The Event will require certain City staff personnel to work on the event day, and prior, to assist with traffic control and other Event logistics. In order to accomplish the staffing for this Event, it may require that City staff be in overtime status during the Event. 3. Estimated Staffing Needs: The City has estimated that the following staffing is required for the Event: (a) Two police officers. (b) Four public works staff. (c) One Parks and Recreation staff member. 4. Event Logistics. Rave is solely responsible for organizing and operating the Event. This Agreement creates no obligation on the City to manage the Event planning, logistics, and/or operations. This Agreement is only to outline the reimbursement to be paid to the City for staffing the Event. 5. Payment. a. Rave shall pay the City for the actual, loaded (salaries, plus benefits) overtime costs for the staffing of the Event. b. Rave shall also pay for any and all third -party expenses or out of pocket expenses associated with the Event paid by the City (such as equipment rental). c. Rave shall submit payment to the City within 30 -days of receipt of an invoice from the City of Tukwila. 6. Insurance. Recipient shall each have the following specific insurance obligations with respect to the Event and this Agreement: a. Performance of this Agreement. Maintain for the duration of the Term of this Agreement, including for a period of three (3) years thereafter, commercial general {KZS2478243.DOCX;1/13175.000001/} liability insurance, directors and officers insurance and worker's compensation and employer's liability insurance, with limits not less than $2,000,000.00, per occurrence, $2,000,000 general aggregate sufficient to insure its obligations in performance arising under this Agreement. b. Insurance of the Event. Rave shall insure the Event, including all Event activities, and specifically with commercial general liability insurance including personal injury with limits of not less than $2,000,000.00 per occurrence. In addition, Rave shall include City of Tukwila as an additional insured on all Event specific policies and shall provide the City of Tukwila proof of insurance no later than two (2) weeks prior to the Event date. Additionally, Rave shall be responsible for acquiring from each participant and volunteer a waiver and release of liability which shall name the City of Tukwila as an additional released and indemnified party and shall provide the City of Tukwila a copy of said releases upon request. 7. Indemnification. Rave shall defend, indemnify and hold the City, its officers, agents, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the Event or Rave's performance under this Agreement, except for injuries and damages caused by the negligence of the City. It is further specifically and expressly understood that the indemnification provided herein constitutes Rave'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. Miscellaneous. (a) Cancellation of the Event. Rave shall not be responsible for payment of any labor costs should the Event be canceled within 48 hours of the scheduled start time for the Event. Rave shall pay for any out of pocket costs the City has incurred prior to the notice of cancellation. (b) Notices. All notices shall be sent in writing to the addresses listed in the signature blocks below, or to an address that may otherwise directed herein, and shall be deemed received on the third (3rd) day after deposit in mail. The parties also recognize and accept the sufficiency of electronic mail communications. All official notice sent through electronic communication shall be sent with a read receipt and shall be deemed received upon return of that read receipt notice. (c) Police Powers. Nothing in this Agreement shall be interpreted to limit, restrict, or diminish the police powers of the City of Tukwila conveyed upon it by the State of Washington. (d) Assignment. No party may assign any of its rights under this Agreement or delegate its performance under this Agreement, whether voluntarily or involuntarily, by merger, consolidation, dissolution, operation of law, or in any other manner, without the prior written consent of the other party, except as otherwise expressly agreed herein. {KZS2478243.DOCX;1/13175.000001/} (e) Governing Law and Venue. All matters arising relating to this Agreement shall be governed and construed in accordance with the laws of the State of Washington without giving effect to any choice -of -law provision or rule. The state and federal courts of King County, Washington shall have the exclusive jurisdiction over the resolution of any disputes that arise under this Agreement, and each party submits to the personal jurisdiction of such courts. (t) Successors and Assigns; No Third -Party Beneficiaries. This Agreement is legally binding upon and inures to the benefit of the parties and their permitted successors and assigns. No third party is intended to benefit from, nor may any third party seek to enforce, any of the terms of this Agreement. fig) Relationship of the Parties. Recipient and City agree that Recipient is an independent contractor 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 Recipient nor any employee of Recipient 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 Recipient, or any employee of the Recipient. [h) Complete Agreement. This Agreement constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties' agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. In entering into this Agreement, neither party has relied upon any statement, representation, warranty, or agreement by or from the other party except for those expressly contained herein. ji) Amendment. The terms of this Agreement may not be modified or amended other than by a writing executed by both parties by their duly authorized representatives. il) Waiver and Savings. The failure of either party to enforce any of the provisions of this Agreement, or to exercise any option provided in this Agreement, or to require performance by the other party of any of the provisions in this Agreement, is not a present or future waiver of such provisions and does not affect the validity of this Agreement or the right of the other party to enforce each and every provision of this Agreement thereafter. The express waiver (whether one or more times) by either party of any provision, condition or requirement of this Agreement does not constitute a waiver of any future obligation to comply with such provision, condition or requirement. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the {KZS2478243.DOCX;1/13175.000001/} remaining provisions of this Agreement remain in full force if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable. CITY OF TUKWILA RAVE FOUNDATION David Cline, City Administrator City of Tukwila 6200 Southcenter Blvd Tukwila, WA 98188 APPROVED AS TO FORM � cvt oe. $ai d Office of the City Attorney {KZS2478243.DOCX;1/13175.000001/} Printed Name: Ashley Fosberg Title: Executive Director, RAVE Foundation Address: 406 Occidental Ave S Seattle, WA 98104