AG 24-063 - HISTORICAL SOCIETY OF FEDERAL WAYRETURN TO: EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
I . ORIGINATING DEPT./DIV: CITY OF FEDERAI WAY - PARKS & RECREATION
2. ORIGINATING STAFF PERSON: ASHRIYA GUPTAR EXT: 6950 3. DATE REQ. BY: 419124
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
19 OTHER LOANED ART AGREEMENT
S. PROJECT NAME: PUBLIC DISPLAY OF HISTORICAL ARTWORK
6. NAME OF CONTRACTOR: HISTORICAL SOCIETY OF FEDERAL WAY
ADDRESS: 16OBSW DASH POINT RD, FEDERAL WAY TELEPHONE 253-946-7642
E-MAIL: maryehlis@gmail.com FAX:
SIGNATURENAME: MARY EHLIS TITLE VICE PRESIDENT
7. EXHIBITS AND ATTACHMENTS: a SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: upon execution COMPLETION DATE: 12/31/24
9. TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ENO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ®YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
❑ PURCHASING: PLEASE CHARGE TO:
10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
A PROJECT MANAGER CS 4/3/24
A DIRECTOR JHG - 4/3/2024
❑ RISK MANAGEMENT (IF APPLICABLE)
2 LAW JE 4/4/24
11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING L]
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ii
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL./ DATE SIGNED
O'LAW DEPARTMENT i 1 ?.
N . IGNATORY (MAYOR OR DIRECTOR) I&
VITY CLERK V11 I t I?,
❑ ASSIGNED AG# Ad N
COMMENTS:
2/2017
CITY OF CITY HALL
Fe d e ra I Wa Feder 8th Avenue South
Federal Way, WA 98003-6325
(253)835-7000
www cityoffederatway com
LOANED ART AGREEMENT
FOR
PUBLIC DISPLAY OF HISTORICAL ARTWORK
This Loaned Art Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and the Historical Society of Federal Way, a Washington nonprofit corporation ("Owner"). The
City and Owner (together "Parties") are located and do business at the below addresses which shall be valid for any
notice required under this Agreement:
HISTORICAL SOCIETY OF FEDERAL WAY:
Mary Ehlis
1600B SW Dash Point Rd
Federal Way, WA
253-945-7842 (telephone)
mar,Lehlis�7a,gmaif.com
CITY OF FEDERAL WAY:
Cassie Swan
876 S 333`d St
Federal Way, WA 98003
(253) 835-6928 (telephone)
(253) 835-6929 (facsimile)
A. The City is interested in borrowing works of art to display at City facilities for the benefit of its citizens; and
B. The Owner desires to loan certain works of art to the City.
The Parties agree as follows:
1. Loan of Artwork. The Owner hereby agrees to loan, at no expense to the City, except as otherwise
specifically provided for in Section 5 of this Agreement, the works of art described in Exhibit A attached hereto and
incorporated herein by this reference ("Artwork").
2. Delivery. The Owner shall be responsible for the transportation of the Artwork in connection with its
delivery to a location specified by the City and the removal of the Artwork upon the termination of this Agreement.
3. Display. The City may display the Artwork at any City facility or any location where the City determines that
such display will directly benefit its citizens. The location of the Artwork within such facilities or locations shall be
as designated by the Mayor or his or her designees. The City agrees to pay any reasonable costs in connection with
hanging the Artwork. The City shall select the person or entity to perform such hanging services. The City may
remove the Artwork from display at any time, for any reason, in its sole discretion.
4. Term. The term of this Agreement shall commence upon the effective date of this Agreement and shall
continue until removal of the Artwork, which date shall be no later than December 31, 2024 ("Term"). This
Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the
Owner. Prior to the expiration of the Term, this Agreement may be terminated immediately, with or without cause
by the City. The Owner may cancel this Agreement only upon thirty (30) days' prior written notice to the City.
5. Compensation. In consideration of the Owner loaning Artwork for the Term, the City agrees to pay the
Owner an amount not to exceed One Thousand Dollars and No/l00 Dollars ($1,000.00) including any applicable
sales tax.
LOANED ART AGREEMENT - 1 . 9/2023
CITY OF CITY HALL
Fe d e ra I Wa Feder 8th Avenue South
� Federal Way, WA 98003-6325
(253) 835-7000
wwwWyoffederalway com
6. Independent Owner/Conflict of interest. The Owner agrees that he or she is an independent contractor and
that the City shall be neither liable nor obligated to pay the Owner sick leave, vacation pay or any other benefit of
employment, nor to pay any social security or other tax which may arise as an incident of employment. The Owner
shall pay all income and other taxes as due. Industrial or any other insurance which is purchased for the benefit of
the City, regardless of whether such may provide a secondary or incidental benefit to the Owner, shall not be deemed
to convert this Agreement to an employment contract.
7. Indemnification. The Owner agrees to indemnify and hold the City, its elected officials, officers, employees,
agents, and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and
all attorney fees) to or by any and all persons or entities, including, without limitation, their respective agents,
licensees, or representatives, arising from, resulting from, or connected with this Agreement to the extent caused by
the negligent acts, errors or omissions of the Owner or its agents or by the Owner's breach of this Agreement. The
provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event
occurring prior to such expiration or termination.
8. Damage to Artwork. In the event the Artwork is damaged, other than by normal wear and tear, while it is in
the possession of the City, the City agrees to pay the Owner for such damage to the extent the City's comprehensive
general liability insurance covers such property damage, less any deductibles. Concurrent with the execution of this
Agreement, the Owner shall provide the title, a detailed description of the Artwork, and a statement of objective
value of such Artwork, preferably to be accompanied by an appraisal. For Artwork valued at greater than Twenty -
Five Thousand and No/100 Dollars ($25,000.00), the Owner hereby agrees to indemnify and hold the City, its
elected officials, officers, employees, agents, and volunteers harmless from any and all claims, demands, damage to
Artwork, losses, actions and liabilities (including costs and all attorney fees) in excess of $25,000.00 to or by any
and all persons or entities arising from, resulting from, or connected with this Agreement. At the end of the Term,
the Owner shall examine the condition of the Artwork. Owner's acceptance of the return of the Artwork constitutes
Owner's agreement that the Artwork is in good condition and waiver of any and all claims against the City. The
provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event
occurring prior to such expiration or termination.
9. Publicity/Promotion. The City shall have the right to publicize or promote the Artwork in any manner. All
publicity and promotional materials, including, but not limited to brochures, press releases, programs, posters, public
service announcements, fliers, and advertisements shall be designed, written and paid for by the City. The City shall
have the right to photograph or otherwise reproduce the Artwork for any reasonable purposes, including record
keeping, and such publicity and/or promotion.
10. General Provisions. This Agreement contains all of the agreements of the Parties with respect to any matter
covered or mentioned in this Agreement. No provision of this Agreement may be amended or modified except by
written agreement signed by the Parties. This Agreement shall be binding upon and inure to the benefit of the
Parties' successors in interest, heirs and assigns. Any provision of this Agreement which is declared invalid or illegal
shall in no way affect or invalidate any other provision. In the event either of the Parties defaults on the performance
of any terms of this Agreement or either Party places the enforcement of this Agreement in the hands of an attorney,
or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses. The venue for any dispute
related to this Agreement shall be King County, Washington. Failure of the City to declare any breach or default
immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such
breach or default. Time is of the essence in this Agreement and each and all of its provisions in which performance
is a factor.
LOANED ART AGREEMENT - 2 - 9/2023
CITY OF CITY HALL
Fe d e r a I W� Feder 8th Avenue South
a Federal Way, WA 98003-6325
� (253) 835-7000
www cityoffederalway com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
HISTORICAL SOCIETY OF FEDERAL WAY:
By: �E ,
Printed Name: arY Ehlis
Title: President
DATE: 4
STATE OF WASHINGTON )
) ss.
COUNTY OF
ATTEST:
L
Ste ie ourtney, MC, City Clerk
APPROVED AS TO FORM:
4Ryaall, City Atto ey
On this day personally appeared before me Mary Ehlis, to me known to be the President of Historical Society of
Federal Way that executed the within and foregoing instrument, and acknowledged the said instrument to be the free
and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that
he or she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said
corporation.
GIVEN under my hand and official seal this �0 A day f -n , 2024.
y_ f4v�SR Per
21004832
AZ Z
OF WAS ,���`_�
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LOANED ART AGREEMENT
Notary's signature
Notary's printed name c nin i -kPE A+Z
Notary Public in and for the State of Washington.
My commission expires E
-3-
9/2023
CITY OF CITY HALL
Federal Wa Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityofFederalway. com
EXHIBIT A
DISPLAYED ARTWORK
The Federal Way Historical Society serves the public through researching, preserving, educating and displaying
the history of Greater Federal Way to build a sense of community identity and heritage. The Historical Society is
planning four loaned artwork panels for display at Federal Way City Hall in 2024.
The Owner will confirm the panels for each display, including titles and brief descriptions, with the City contact
in writing at least one week prior to changing the displays. The City must approve each display change prior to
installation of the panels.
The Owner has plans for displays similar to the descriptions as follows:
Display #1: Two panels titled: "Becoming our own city #1" and "35 years of serving our City." The first panel
will include photos and descriptions of how Federal Way became an official city and the past mayors who have
served on the City's behalf. The second panel will show current city council members and the current Mayor.
Display #2: Two panels titled: "Becoming our own city #2" and "35 years of self-government." This panel will
display photos of prime businesses and facilities in the City.
NOTE: The Historical Society is working to create a replica of an old panel of Steel Lake to coincide
with the master plan of Steel Lake Park. The panel has original photos of the park and people enjoying
it. The original panel is considered an artifact and cannot be displayed in an open setting without
protective measures. If the Owner can locate the original photos in digital archives to produce a new,
replica panel in a timely manner, the Owner will instead install panels on Steel Lake for this Display 42.
Display #3: Two panels featuring Federal Way logging history. Little Palm Beach at Lakota and those that
worked and supported the logging industry in the City will be featured. A logging/railroad exhibit and program
is also planned at the Historical Society during this time to complement these panels.
Display 94: Panels will feature a "Then & Now" look at the City's newly remodeled elementary schools.
Original photos of Lakeland, Lake Grove, Olympic View, etc.
Display topics are subject to change based on Owner's ability to create the above -mentioned panels.
LOANED ART AGREEMENT - 4 - 9/2023