COOPERATING ASSOCIATION
AGREEMENT BETWEEN
WASHINGTON STATE PARKS AND RECREATION COMMISSION
AND THE
_Goldendale Observatory Corporation (Friends of Goldendale Observatory)__
This agreement is between Washington State Parks and Recreation Commission (hereinafter referred to as "State Parks,") acting through its Director, and Goldendale Observatory Corporation, a cooperating association, (hereinafter referred to as the "Association,") acting through the President of its Board of Directors or the Board's designee.
WHEREAS, it is the purpose of State Parks to preserve, interpret, and manage its properties for the benefit, education, and enjoyment of the people of the state; and
WHEREAS, State Parks desires to enhance its programs and services at Goldendale Observatory State Park, a property of State Parks (hereinafter referred to as the "Park;") and
WHEREAS, the Association has incorporated to assist State Parks in extending its program and services at the Park; and
WHEREAS, as partners in this agreement, the Association and State Parks recognize the value of the successful implementation of this agreement; and
WHEREAS, both parties also recognize that, besides the tangible benefits to the Association and State Parks, the citizens of the State of Washington and the visitors to Washington State Parks will benefit immensely from the successful provision of quality services by the Association;
NOW, THEREFORE, under the authority of RCW 79A.05.070(2) and in consideration of the mutual benefits which will accrue to State Parks and the Association, the parties hereby agree as follows:
1. AUTHORIZATION
State Parks authorizes the Association to provide the hereinafter described services to the visiting public.
The Association agrees to provide such services consistent with the requirements of this agreement, including the General Terms and Conditions set forth in Appendix A, and the Operating Plan set forth in Appendix B, which are attached hereto and incorporated into this agreement.
Nothing contained in this agreement shall bind State Parks to expend any sum for the purpose of this agreement.
2. MUTUAL SUPPORT
The Association agrees to support and interpret the Park and its natural, recreational, historical and cultural resources and to use any monies and gifts raised to further support the purposes of the Park.
State Parks agrees to use gifts, grants, and support by the Association to support the mission of the Park in a manner consistent with any limitations contained in this agreement.
3. CONTACT PERSONS
For the purpose of the day-to-day management of this agreement, State Parks and the Association shall each appoint a representative to act as a liaison between the parties. Unless otherwise designated in writing, the Association liaison shall be the President of its Board of Directors. Unless otherwise designated in writing, the State Parks liaison shall be the Park Manager. A State Parks employee shall be an ex officio member of the Association.
The State Parks liaison shall expeditiously review the Association’s requests and approve or disapprove as necessary on behalf of State Parks.
4. USE OF PREMISES
The Association may use the Park to provide services, assistance, and activities as provided for in its operating plan discussed in the subsequent sections of this agreement. The Association may use portions of the premises for operational, sales, and storage space as available and deemed necessary by State Parks. State Parks reserves the right to relocate or remove any such space in order to meet the needs of State Parks upon reasonable notice. The Association shall not at any time convert any property or facility to uses other than those expressly approved in this agreement without the prior written approval of State Parks.
5. MAINTENANCE, UPKEEP AND APPEARANCE OF PREMISES
In the event the Association uses State Parks premises as outlined in Paragraph 4 of this agreement, the following guidelines shall apply. State Parks shall be responsible for all exterior and major interior maintenance and repair to the premises, and shall further be responsible for all grounds maintenance at the premises. The Association shall be responsible for all routine interior maintenance and repair to the space utilized by the Association. State Parks shall provide and pay for all utility services necessary for the operation of the premises or operational space. The Association shall notify State Parks of any utility supply problems, and shall collect garbage and refuse deposited within the premises to a collection point as designated by State Parks.
The Association shall keep the premises in a neat and orderly condition and operate the premises in a professional and businesslike manner. The Association shall exercise reasonable care to prevent damage to the property and insofar as possible, protect all such property.
6. FISCAL OPERATIONS
The Association shall conduct its fiscal operations in accordance with accepted business practices to accurately reflect the management of its activity at the Park. State Parks may review and/or audit the records of the Association at any time during the term of this agreement with reasonable notice.
7. OPERATING PLAN
The Association shall annually by October 1 submit to State Parks an operating plan for the ensuing calendar year which shall be subject to the written approval of State Parks. The Association's rights under this agreement are conditioned upon the existence of an approved operating plan. The operating plan shall include proposed services, activities, events or programs the Association plans to provide for the Park. The operating plan for the first year is attached to this agreement as Appendix B. Approved operating plans for subsequent years shall be attached to this agreement as Substitute Appendix B, and shall be deemed as amendments to this agreement.
8. ANNUAL REPORT
The Association shall annually by February 1 submit to State Parks an annual report for the previous year’s operation. The annual report shall include a written activity report and a financial statement showing the Association’s annual income, expenditures, assets, and liabilities.
9. CONFLICT RESOLUTION
Any dispute arising out of the conduct of this agreement shall first be attempted to be settled through negotiations by appointed representatives of the parties involved. Each party shall appoint a representative to a dispute panel. Those representatives shall mutually agree on a third person to chair the panel. The dispute panel, with the majority prevailing, shall thereafter make a nonbinding recommendation for resolution of the dispute. No organization shall have recourse to the courts unless an attempt has been made to settle the dispute under the mechanism set forth herein.
10. COMPLETE EXPRESSION
This amended agreement, including Appendix A, General Terms and Conditions, and Appendix B, Operating Plan, represents the entire agreement of the parties. In the event of conflict among the terms of this agreement, the specific provisions set forth above shall control.
11. TERM
This amended agreement shall commence on the date of the last signature of the parties and shall remain in force for a period of five years from the date of the last signature of the parties unless terminated for reasons stated in Appendix A. This agreement is subject to extension or renewal by mutual consent.
IN WITNESS WHEREOF, Goldendale Observatory Corporation and the Washington State Parks and Recreation Commission, by signatures of their authorized representatives below, do hereby execute this agreement.
Goldendale Observatory Corporation, Washington State Parks
a nonprofit corporation and Recreation Commission
By: By: ______________________________
Title: Title: ______________________________
Date: Date: ______________________________
Approved as to Form:
Christine Gregoire, Attorney General
By: Signed by Joe Shorin on 10/28/98
Joseph E. Shorin, AAG
APPENDIX A
GENERAL TERMS AND CONDITIONS
DEFINITIONS -- As used throughout this agreement, the following items shall have meaning set forth below:
A. "State Parks" shall mean the Washington State Parks and Recreation Commission, a state government agency, or any division, section, office, unit or other entity of said Commission, or any of the officers or other officials lawfully representing said Commission.
B. "Association" shall mean the nonprofit organization, or other entity performing services under this agreement, and shall include all personnel (employees or volunteers) thereof.
ACCESS TO PREMISES
State Parks shall have the right of access to any portion of the premises at any time by any of its officers, agents or employees to ensure compliance with the terms of this agreement, or for any other reason in carrying out its responsibilities for operation of the facility.
INDEMNIFICATION
The Association shall indemnify State Parks against any cause of action, claim, damage, cost of expense, including reasonable attorneys fees, arising from its management or operation, or from any breach or default by the Association in the performance of this agreement, or from any negligence or wrongful conduct of the Association or its agents, during such events, programs, or projects. If any action or proceeding is brought against State Parks by reason of any such cause or claim, the Association shall defend State Parks by counsel satisfactory to State Parks.
INSURANCE
The Association shall not be required to purchase liability insurance as long as it is engaged only in the sale of books, brochures, and other items related to the natural, cultural, or historical interpretation of the Park; or in directly assisting State Parks interpretive programs; or in directly assisting State Parks by providing volunteer services consistent with the requirements of the volunteer program.
A. Exception
1) The Association shall be responsible for the security of its assets and shall hold State Parks harmless for any losses incurred.
2) In the event the Association sponsors events, programs, and projects beyond the scope of those noted in the agreement, the Association shall follow the Special Activity Permit/Application process as stated in WAC 352-32-047, Special Recreation Event Permit.
3) If required to provide insurance under this agreement, the Association shall provide 30 (thirty) days’ notice prior to cancellation of such insurance.
SALE OF MERCHANDISE
The Association shall obtain advance written approval prior to engaging in any sales activities including merchandise to be sold, rates and prices, displaying items for sale. State Parks shall work with the Association in selecting appropriate merchandise. The Association shall sell Washington-made products whenever possible and appropriate.
The Association is not granted the right to sell items which infringe on applicable concession rights of a State Parks concessionaire.
ASSOCIATION NOT EMPLOYEES OF STATE PARKS
The Association and its personnel, acting under this agreement, are not State Parks employees. Association personnel shall not engage in activities that could reasonably lead the visiting public to conclude that they are State Parks employees. Association personnel shall not wear a State Parks uniform when acting on behalf of the Association. Association personnel involved in public contact shall wear identification or uniform clothing showing the Association’s affiliation while at the Park on Association business.
NONDISCRIMINATION
The Association shall comply with all applicable federal and state nondiscrimination laws, regulations, and policies, including applicable requirements under the Americans with Disabilities Act (ADA), and provide equal employment opportunity and equal access to its programs and services without regard to race, creed, color, religion, sex, marital status, sexual orientation, national origin, age disabled and Vietnam-era veterans, or the presence of any sensory, mental or physical disability.
ADVERTISEMENT
The Association shall acknowledge State Parks in any advertising relating to activities undertaken pursuant to this agreement. Any advertising or display materials shall clearly identify the Park or facility as a property of State Parks. State Parks shall acknowledge and promote the Association in appropriate publications and announcements.
ASSIGNMENT
No transfer or assignment of this agreement in whole or in part shall be made unless approved in writing by State Parks.
COMPLIANCE WITH LAWS
In the performance of this agreement, the Association shall comply with all applicable federal and state statutes and regulations, including IRS, Washington Statutes and Washington Administrative Code as now in effect or hereafter enacted or amended.
TERMINATION
This agreement shall remain in effect during its full term unless earlier terminated by the parties. Upon termination of the agreement, monies and assets raised or accumulated directly as a result of Association use of State Parks facilities or in support of State Parks shall become the property of State Parks. The Association shall, at the same time, return possession of any and all equipment, material, and supplies owned by State Parks as soon as reasonably practicable, but under no circumstances beyond 30 (thirty) days after termination. Termination is classified as follows:
A. Automatic Termination
The agreement shall terminate automatically if Association nonprofit status is lost or if its bylaws are amended so as to conflict with the intent of this agreement.
B. Termination for Breach
Either party may terminate the agreement for breach upon 30 (thirty) days’ notice to the other party if, after such notice, conditions still exist contrary to the agreement.
C. Termination for Convenience
Either party may terminate the agreement upon 90 (ninety) days’ written notice to the other party. The parties may by mutual written agreement, terminate this agreement at any time.
End of General Terms and Conditions
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