Pasco School District and the Pasco Education Foundation
This Foundation Agreement hereinafter referred to as the “Agreement,” is entered into by and between the Pasco School District No. 1, Pasco, Washington, hereinafter referred to as the “District,” and the Pasco Education Foundation, a Washington non-profit Corporation, hereinafter referred to as the “Foundation.”
WHEREAS, the District, pursuant to RCW 28A.320.030, may receive such gifts, grants, conveyances, devises and bequests of real and personal property, in trust or otherwise, for the use or benefit of the District or its students; and
WHEREAS, the District has the authority to enter into contracts for these and other lawful purposes; and
WHEREAS, the Foundation is a nonprofit corporation duly organized for such purposes as maintaining, developing, and extending the facilities and services of the District; and
WHEREAS the Foundation is empowered to solicit and receive property and to make contributions, grants and transfers of property to the District or its students;
NOW THEREFORE, the parties agree as follows:
I. SEPARATE OBLIGATIONS
A. The Foundation shall:
1. Expend its best effort to seek to accrue gifts, grants, conveyances, devises, and bequests of money and real and personal property for the benefit of the District. For this purpose it will design and implement programs and procedures to solicit and receive such money and property and also to acquire such property by purchase, lease, exchange or otherwise, all to further the purposes of the Foundation which benefit the District.
2. Comply with all applicable federal and state laws. For this purpose, the Foundation will establish rules and procedures for the management of all affairs of the Foundation in accordance with (a) requirements for tax-exempt entities under the federal Internal Revenue Code, including its section 501(c)(3), and (b) the laws governing charitable solicitations (e.g. chapter 19.09 RCW) and nonprofit corporations (e.g. chapter 24.03 RCW);
B. Before each fiscal year, the District business office shall prepare a budget showing all anticipated transactions and services under this Agreement for the upcoming year, including all space and equipment, supplies, personnel, and other services the District expects to provide the Foundation. The presidents of the Foundation and the District, and/or their designees, will review that budget.
C. The value of all space and equipment, supplies, personnel, and other services that the District provides the Foundation shall not exceed the total amount of $200,000.00 in any fiscal year. The District will regularly keep track of the space and equipment, supplies, personnel, and other services it is providing to assure that this maximum amount is not being exceeded. The District business office will annually prepare, and the presidents of the Foundation and the District and/or their designees will annually review, a post-closing summary of the transactions between the two parties to assure that this maximum has not been exceeded.
D. The Foundation shall annually confirm to the District that it has fully complied with its obligation to expend its best efforts to seek to accrue gifts, grants, donations and endowments for the benefit of the District. For this purpose, the Foundation will list its accomplishments for the preceding year and share with the District its revenue and expense statements for the year and its end-of-the-year balance sheet.
E. The Foundation is a separate entity from the District, and shall be periodically audited by a reputable independent auditing firm.
F. The District is a public institution of education, and shall be audited by the State Auditor’s Office.
G. The Foundation shall permit the president of the District, or the president’s designee to inspect and/or copy all Foundation books, accounts and records at all reasonable times in order to determine compliance with the commitments made in this Agreement. The president’s designee may include institutional or state auditors. Nothing herein shall be deemed to affect the rights and responsibilities of the State Auditor.
III. OTHER AGREEMENTS
A. Independent Capacity: At all times and for all purposes of this Agreement, each party shall act in an independent capacity and not as an agent or a representative of the other party.
B. No indemnification: Each party shall be responsible for the actions and inactions of itself and its own officers, employees, and agents acting within the scope of their authority.
C. No assignment: This agreement is not assignable by either party, in whole or in part.