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Home My WebLink About23-168 - Seattle Parks Foundation - Memorandum of Agreement: Parks and Recreation Fiscal AgentSEATTLE PARKS FOUNDATION MEMORANDUM OF AGREEMENT 23-168 Council Approval N/A This Memorandum of Agreement ("Agreement") is made and entered into by and between the Seattle Parks Foundation ("SPF"), a 501(c)(3) nonprofit corporation of the State of Washington, and the City of Tukwila, a Washington municipal corporation ("CITY," and together with SPF, the "Parties"). WHEREAS, SPF has specific expertise in fundraising, marketing, communications, community partnership and fiscal sponsorship and intends to provide, or to contract for, fundraising and community outreach services for the CITY for a three-year term program ("Program"); and WHEREAS the CITY is seeking to partner with a fiscal sponsor and/or agent, to receive donations for the CITY in the interest of providing universal access to programs, enhancing environmental stewardship opportunities and outreach, supporting acquisition and development of new parks and recreational facilities, and expanding educational and recreational program offerings; and WHEREAS, the Parties seek to formalize this understanding of their respective obligations, and to provide for related matters pertaining thereto; THEREFORE, SPF and SPS hereby agree as follows: 1. Purpose. The CITY seeks to establish a partnership with SPF to manage philanthropic support of programs focused on youth scholarship support, volunteer recruitment, community engagement, and special event support. 2. Term. This Agreement will commence when fully executed and shall be in effect from such date of execution and complete in three years after the date of execution, unless terminated per Section 5 below. An option to continue the Program will be assessed at the end of three-year term by both parties. 3. Scope of Work. This section outlines the Parties' shared understanding of their respective roles and responsibilities for the Program a. Seattle Parks Foundation Responsibilities: SPF shall have the following responsibilities under this Agreement: i. Work with the Tukwila Parks and Recreation to support CITY community outreach and fundraising goals which include: 1. Youth Development scholarships 2. Youth camp sponsorships 3. Support in applying for grants to enhance, support, and/or sustain capital projects and recreation programs 1 SEATTLE PARKS FOUNDATION 4. Promote corporate giving, matching gifts, and volunteer opportunities with major employers in and around Tukwila 5. Facilitate estate planning, bequests, stock donations, and donor directed funds 6. Collaborate in an annual assessment of outcomes of the partnership ii. Fiscal Services: SPF agrees to sponsor the CITY and to assume administrative and financial responsibility for the Program. To offset administrative costs and in consideration of services provided by SPF under the Agreement, at the end of each quarter SPF will assess an 12% fee on the revenues received for the Program in that quarter. 1. Account: SPF will establish and operate a designated restricted account ("Account") of gifts, cash, and other property contributed to SPF for use in implementing the Program, which Account will be segregated on SPF's books until the Completion Date or termination of the Program. All money and property in the Account legally belongs to SPF, subject to any restrictions imposed by Donors, and will be reported in SPF's financial and tax statements. 2. Disbursement of Account Funds During the Project: SPF will disburse funds from the Account upon request from the CITY, which will be submitted in the manner provided in the SPF Roles and Responsibilities. SPF reserves the right to withhold any disbursement until it receives sufficient information from the CITY to justify the disbursement. SPF also reserves the right to demand the repayment of disbursed funds back to SPF if SPF determines that the CITY has failed to use the funds for their intended purpose under this Agreement. Please refer to SPF Roles and Responsibilities for the type(s) of documentation that should accompany any request for a disbursement of funds from the Account. 3. Disbursement of Remaining Account Funds Upon Completion or Termination of the Program: SPF may disburse any funds remaining in the Account upon completion or termination of the Program in its sole discretion, after consideration of SPF's mission, charitable purposes, and educational goals (Revenue Rule 68-489); and any requirements imposed by Donors. SPF will give CITY 30 days' written notice before transfer of such funds through an agreed-upon notification method. 2 SEATTLE PARKS FOUNDATION 4. Oversight of Partnership: Provide an identified point of contact (Project Liaison) for Tukwila staff to receive support and guidance from. a. The point of contact will attend routine meetings either in person or virtually with Program Point of Contact to monitor and/or assess progress of desired outcomes. b. Collaborate in an annual assessment of outcomes of the Program. SPF Project Liaison Shava Lawson Director of Fiscal Services shava@seattleparksfoundation.org b. City of Tukwila Parks and Recreation Department Responsibilities: The CITY shall have the following responsibilities under this Agreement: i. Oversight of Partnership: Provide an identified point of contact for SPF staff to receive support and guidance in the execution of its responsibilities. 1. The point of contact will attend routine meetings either in person or virtually with SPF to monitor and/or assess progress of desired outcomes. 2. Collaborate in an annual assessment of outcomes of the Program. ii. Program Requirements: CITY agrees to implement the Program, in accordance with SPF's mission, charitable purposes, and educational goals; Washington State Revenue Rule 68-489; Section 501(c)(3) of the Internal Revenue Code; any requirements imposed by Donors; the SPF Roles and Responsibilities; and the terms of this Agreement. The CITY will operate the Program in a manner consistent with SPF's tax-exempt status and as described in this Agreement. No material changes in the goals or objectives of the Program, or activities to implement the Program, will be made by CITY without prior written permission of SPF. The CITY shall not carry -on activities or use funds in any way that jeopardizes SPF's tax-exempt status. iii. Designation of Authorizing Officials for the CITY: The CITY hereby designates the following two positions: Parks & Recreation Director and Fiscal Analyst to act as authorizing officials for this Agreement and have 3 SEATTLE PARKS FOUNDATION read and understood the SPF Roles and Responsibilities. The Authorizing Officials will act as principal coordinators of the Program's daily business with SPF, will bear responsibility for the CITY's obligations under this Agreement, and will have authority to submit payment requests. The CITY will update SPF of any changes to the contact information of the Authorizing Official(s) in a timely manner. The CITY alone bears the responsibility for incomplete notifications or incomplete payment requests pursuant to this Agreement caused by CITY's failure to update the Authorizing Official(s). iv. City of Tukwila Finance and Accounting: The CITY will assist in any necessary integration and/or interaction between SPF and City of Tukwila financial and accounting systems in coordination with the City of Tukwila Finance Department. The CITY will ensure all bills and expenses will be submitted or paid to SPF on the first of each month or within 30 days of invoicing. v. Materials and Collateral: The CITY will provide SPF any department marketing materials necessary for effective fulfillment of any responsibilities that necessitate their use. The cost of preparing, printing and implementing any new materials that need to be developed for the purpose of executing this contract will be paid by the CITY. 4. Indemnification. a. Indemnification from SPF. SPF shall defend, indemnify, and hold the CITY harmless from and against all losses, claims, actions, or damage suffered by any person or entity by reason of or resulting from any act or omission of SPF or any of its officers, agents, employees, or subconsultants, including but not limited to damages arising out of bodily injury or death to persons, damage to property, infringement of any patent, or violation of any other intellectual proprietary interest (including copyright, trademark, and trade secret), but only to the extent such losses, claims, actions, or damages are caused by the negligence, willful misconduct, or negligent performance or non-performance under this Agreement, of SPF, its officers, employees, agents, or subconsultants. The indemnification provided for in this section shall survive any termination or expiration of this Agreement. SPF waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless CITY, and its officials, agents or employees. b. Indemnification from CITY. The CITY shall defend, indemnify, and hold SPF harmless from and against all losses, claims, actions, or damage suffered by any person or entity by reason of or resulting from any act or omission of the CITY or 4 SEATTLE PARKS FOUNDATION any of its officers, agents, employees, subconsultants, or of any contractors or subcontractors engaged for the Program, including but not limited to damages arising out of bodily injury or death to persons, damage to property, infringement of any patent, or violation of any other intellectual proprietary interest (including copyright, trademark, and trade secret), but only to the extent such losses, claims, actions, or damages are caused by the negligence, willful misconduct, or negligent performance or non-performance under this Agreement, of the CITY, its officers, employees, agents, subconsultants, or of any contractors or subcontractors engaged for the Program. The indemnification provided for in this section shall survive any termination or expiration of this Agreement. The CITY waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless SPF and its officials, agents or employees. 5. Termination Provisions. a. Breach by CITY. SPF may terminate this Agreement if the CITY is in material breach of any of the terms of this Agreement, and such breach has not been corrected to SPF's reasonable satisfaction within 60 days following notice of the breach. b. Breach by SPF. The CITY may terminate this Agreement if SPF is in material breach of any of the terms of this Agreement, and such breach has not been corrected to the CITY's reasonable satisfaction within 60 days following notice of the breach. c. For Reasons Beyond Control of the Parties. The CITY or the SPF may terminate this Agreement where performance is rendered impossible or impracticable for reasons beyond such Party's reasonable control such as, but not limited to, an act of nature; war or warlike operation; civil commotion; riot; labor dispute, including strike, walkout, or lockout; sabotage; or superior governmental regulation or control. The Parties agree that the current state of the ongoing COVID-19 pandemic does not render performance impossible or impracticable by any Party. 6. Governing Law; Venue. This Agreement is governed by and shall be construed in accordance with the substantive laws of the State and shall be liberally construed to carry out the purposes hereof. Except as otherwise required by applicable law, any action under this Agreement shall be brought in the Superior Court of the State of Washington in and for King County. 7. Amendment. The Parties agree any proposed changes concerning the terms and conditions of this Agreement must be requested in writing, negotiated in good faith, and memorialized and approved by both Parties in writing. 5 SEATTLE PARKS FOUNDATION IN WITNESS WHEREOF, in consideration of the terms, conditions, and covenants contained herein, or attached and incorporated and made a part hereof, the Parties have executed this Agreement by having their representatives affix their signatures below. SEATTLE PARKS FOUNDATION Rebecca Bear President & CEO rebecca@seattleparksfoundation.org aqi Signature Rebecct ca e :" Date: Oct 23, 2023 CITY OF TUKWILA AUTHORIZED SIGNATORIES Pete Mayer Parks & Recreation Director, City of Tukwila Pete.Mayer@TukwilaWA.gov t:. rpt w� Signature: Date: Oct 30, 2023 David Rosen Fiscal Analyst, Parks & Recreation, City of Tukwila David.Rosen@TukwilaWA.gov signature 2i1% L, n 1 1 I,n fj Date: Oct 30, 2023 6