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AG 19-081 - FW Historical Society RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: � 2. ORIGINATING STAFF PERSON:���=,�' {,�,. 1S` EXT: �� - 3. DATE REQ.BY_ 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) ORDINANCEEl RESOLUTION XC ONTRACT AMENDMENT(AG#):��6 ❑ INTER OCAL ❑ OTHER 5. PROJECT NAME: — ctL 6. NAME OF CONTRACTOR: ` ADDRESS: T•LEPHONE E-MAIL: F SIGNATURE NAME: TITLE V1 7. EXHIBITS AND ATTACHMENTS'*COPE,WORK OR SERVICES'A'COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE �1LL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE:� j?YP('� COMPLETION DATE: k 00740-% 9. TOIL COMPENSATION$ is�.� 1 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLYLABOR. CHARGE-ATTACH SCHEDULES OF MPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: �(o `� 1 :T �Y i 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVjEWED INITIL/DATE APPROVED ❑ PROJECT MANAGER �,� � ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ElSENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: �/�/J ❑ 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.) INITIL/DATE SIGNED ❑ LAW DEPARTMENT ew- CY P -?- • ❑ SIGNATORY(MAYOR OR DIRECTOR) QM04, 17- E] Z❑ CITY CLERK uft 104 ❑ ASSIGNED AG# AGI# ❑ SIGNED COPY RETURNED DATE SENT: ,1 . COMMENTS: 1/2019 ..; F. CITY HALL 33325 8th Avenue South - Fed e � � :1�7a j,�' Federal Way,WA 96003-6325 �I (253) 835-7000 www.citya i..:delr�Jiway.com AMENDMENT NO. 1 TO LOANED ART AGREEMENT FOR SINGLE OWNER ART SHOW This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation("City"),and the Federal Way Historical Society,a Washington nonprofit organization("Contractor"). The City and Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend the original Agreement for Single Owner Art Show ("Agreement") dated effective May 21, 2019,as follows: 1. AM E N 1)E-1)1 F-iThe term of the Agreement,as referenced by Section 1 of the Agreement and any prior amendments thereto,shall be amended and shall continue until the completion of the Services,but in any event no later than December 31, 2020 ("Amended Term"). 2. AMEN DED ARTWORK.The Art Work,as referenced by Section l of the Agreement,shall be amended to add the works of art as described in Exhibit A-1. 3. AMENDED CO1%•Il1EN s,kTl0 4. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method ofpayment,as delineated in Exhibit B-1,attached hereto and incorporated by this reference.The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s)for the Amended Term.Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4. GENITAL 11 RON'1 S1077 S. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement,together with any prior amendments thereto,after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perj ury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 3/2017 CITY or GIN HALL ■ - 33325 8th Avenue South iftFederal tV■■Yl Federal Way,WA 98003-6325 (253)835-7000 www,crl yoffederal way com IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: lgfili Hutton, Park �Ircctor SYbphanie Courtney,CMC, City qk DATE: 1L 1 _ APPROVED AS TO FORM: r L1 ]. van Call, City Attorney T� FEDERAL WAY HISTORICAL SOCIETY: By: I C�. Gerald Knutzen,#r"id&t Date: STATE OF WASHINGTON ) } ss. COUNTY OF On this day personally appeared before me Gerald Knutzen, to me known to be the Presidmt of Federal Wa Historical Society that executed the 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/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this _day of J `L t(_ 2201 Notary's signature * � "[ Notary's printed name ..fs� !' °v FRITTEN BUCKNER NotaryPublic in and forth .S to ofvv'ashiiig�p-q.Public ashington 1'; My commission expiresment Expires ,2021 AMENDMENT -2 - 3/2017 . 01 CITY HALL 33325 8th Avenue South d( r-a rr Federal Way,WA 98003-6325 ft.w- (253) 835-7000 �vww.crtV=?Ri��r�slway.com EXHIBIT A-1 AMENDED ARTWORK Contractor is in the process of planning new panels for display at City Hall. Contractor will create 12 new panels in the same format as those that are currently on display. Each panel will consist of three historic images from their files with a photograph portraying the property or site as it exists today. Contractor will have four panels completed by the end of January to replace those currently on display. New panels will then be completed and exchanged in May and September. AMENDMENT - 3 - 3/2017 CITY HALL c�ry 33325 8th Avenue South ��`' `#� Federal Way,WA 98003-6325 e u �I (253)835-7000 www.alyoffederalwaycom EX RIBIT 13-1 ADDITIONAL COMPENSATION 1. Total Compensation:In return for the Services,the City shall pay the Contractor an additional amount not to exceed One Thousand and NO/i00 Dollars ($1,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed One Thousand Six Hundred and N011 00 Dollars ($1,600.00). AMENDMENT - 4- 3/2017 [!Y OF Federal Way ARTS COMMISSION Gallery Contract Information Applicant information: Name: �-:•:'�,,,�, ,% �;�_ �c�Cr � r� � 1 ��t�E�=� GV/� Address: City&State: Zip: Work Phone: Home Phone: >O l. E-Mail Address: r z6'1"i 0 4,1 --ce-r_ =�� Fax: ARTWORK TITLE MEDIUM SIZE YEAR VALUE 1, Ll 3. 4,j 5. � r' 6. 8 e? 9. 1v / / 10. PJi! �i u f,Fr j 12. . 13. 14. 15. — 16. 17, 18. 19. 20. 21. 22. 23. 24. 25. HistSFW2 Non Profit Insurance Program CERTIFICATE OF COVERAGE Issue Date: 05/18/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONVERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTAT IVE OR PRODUCER,AND THE CERT IFICATE HOLDER IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGRATION IS WAIVED,subject to the terms and conditions of the policy,certain coverage may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER COMPANIES AFFORDING COVERAGE GENERAL LIABILITY Clear Risk Solutions American Alternative Insurance Corporation,et al. 451 Diamond Drive Ephrata, WA 98823 AUTOMOBILE LIABILITY American Alternative Insurance Corporation,et al. INSURED PROPERTY Historical Society of Federal Way American Alternative Insurance Corporation, et al. 1600 B SW Dash Point Rd, #125 MISCELLANEOUS PROFESSIONAL LIABILITY Federal Way, WA 98023 Princeton Excess and Surplus Lines Insurance Company COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE COVERAGE PERIOD INDICATED, NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDIT IONS OF SUCH POLICIES. LIMITS SH OWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NUMBER POLICY EFF POLICY EXP DESCRIPTION LIMITS DATE DATE GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY N1-A2-RL-0000013-09 06/01/2018 06/01/2020 PER OCCURRENCE $5,000,000 OCCURRENCE FORM PER MEMBER AGGREGATE $10,000,000 INCLUDES STOP GAP PRODUCT-CO MP/OP $5,000,000 PERSONAL&ADV.INJURY $5,000,000 (LIABILITY IS SUBJECT TO A$50,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE $50,000,000 AUTOMOBILE LIABILITY ANY AUTO N1-A2-RL-0000013-09 06/01/2018 06/01/2020 COMBINED SINGLE LIMIT $5,000,000 (LIABILITY IS SUBJECT TO A$50.000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE NONE PROPERTY N1-A2-RL-0000013-09 06/01/2018 06/01/2020 ALL RISK PER OCC EXCL EQ&FL $75,000,000 EARTHQUAKE PER OCC $1,000,000 FLOOD PER OCC $1,000,000 (PROPERTY IS SUBJECTTO A$50.000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE NONE MISCELLANEOUS PROFESSIONAL LIABILITY N1-A3-RL-0000060-09 06/01/2018 06/01/2020 PER CLAIM EXCLUDED (LIABILITY IS SUBJECT TO A $50,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE $40,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES/SPECIAL ITEMS Regarding grants received. City of Federal Way is named as Additional Insured regarding these grants only and is subject to policy terms, conditions and exclusions. Additional Insured endorsement is attached. CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE a17L1 CY PROVE&ONS. CERTIFICATE HOLDER AUTHORIZED REPRESENTATIVE Ci of Federal Way (`� U 3325 8th Avenue S Federal Way,WA 98003 3394631 AMERICAN ALTERNATIVE INSURANCE COMPANY ADDITIONAL INSURED—DESIGNATED PERSON OR ORGANIZATION (GENERAL LIABILITY) Named Insured Non Profit Insurance Program (NPIP) Policy Number Endorsement Effective N1-A2-RL-0000013-09 6/1/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY This endorsement modifies insurance provided under the following: GENERAL LIABILITY COVERAGE PART This endorsement changes the policy effective on the inception date of the policy unless another date is indicated above. Schedule Person or Organization(Additional Insured): As Per Schedule on file with Clear Risk Solutions,Underwriting Administrator City of Federal Way 3325 8th Avenue S Federal Way,WA 98003 Regarding grants received. City of Federal Way is named as Additional Insured regarding these grants only and is subject to policy terms,conditions and exclusions. Additional Insured endorsement is attached. A. With respects to the General Liability Coverage Part only,the definition of Insured in the Liability Conditions,Definitions and Exclusions section of this policy is amended to include as an Insured the Person or Organization shown in the above Schedule.Such Person or Organization is an Insured only with respect to liability for Bodily Injury,Property Damage,or Personal and Advertising Injury caused in whole or in part by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In performance of your ongoing operations;or 2. In connection with your premises owned or rented to you. B. The Limits of Insurance applicable to the additional Insured are those specified in either the: 1. Written contract or written agreement;or 2. Declarations for this policy, whichever is less.These Limits of Insurance are inclusive and not in addition to the Limits Of Insurance shown in the Declarations. All other terms and conditions remain unchanged. Includes copyrighted material of the Insurance Services Office,Inc.,with its permission. RL 2163 12/12 Page 1 of 1 3394632 I I RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: �' 2. ORIGINATING STAFF PERSON: EXT: 3. DATE REQ.BY: 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 AMEN I MENT(AG#)• ❑ INTERLOCAL OTHER ! &'I. 1 late ' i&'AR 5. PROJECT NAME: •. C., ` A. ft t i► i 6. NAME OF CONTRACTOR: � \ ( E ',, ADDRESS: I � TELEPHONE E-MAIL: FAX: SIGNATURE NAME: Genf(1 V,j-7V\ TITLE - 7. EXHIBITS AND ATTACHMENTS: SCOPE,WORK OR SERVICES XCOMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS (� 8. TERM: COMMENCEMENT DATE: f a A I Nib I COMPLETION DATE: D 'PW 5Qe)C 3 f( cO 1 1 9. TOTAL COMPENSATION$ G d CO (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: apt - -973 a�' 10. DOCUMENT/CONTRACT REVIEW INITIAL� /DATEJEV WED INITIAL/DATE APPROVED n ❑ PROJECT MANAGER ( I j D-0)C) ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW Alt' 3M 7. 51C7 11. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: I 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ 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 ❑ LAW DEPARTMENT Zct M01 'Z-c)i �{ ❑ SIGNATORY(MAYOR OR DIRECTOR) 4 SJ ny ❑ CITY CLERK / 1a/� tai El ..ASSIGNED AG# AG# (3c6 1 ❑ SIGNED COPY RETURNED DATE SENT: 5.77. COMMENTS: I/201R 116, CITY OF CITY HALL 33325Tet ra Feder 8th Avenue South Way Federal Way,WA x8003003 -6325 (253) 835-7000 www cdyoffederaiway com LOANED ART AGREEMENT FOR SINGLE ARTIST ART SHOW This Loaned Art Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation("City"),and the Federal Way Historical Society("Owner").The City and Artist(together"Parties")are located and do business at the below addresses which shall be valid for any notice required under this Agreement: FEDERAL WAY HISTORICAL SOCIETY: CITY OF FEDERAL WAY: Gerald KnutzenCassie Swan (P0 Box 25430• (&DO g Sw i541t PT. eat. iL� 876 S 333rd St Federal Way, WA •:e ; Federal Way,WA 98003-6325 9 •©? (253) 835-6928 (telephone) (206) 618-5762(telephone) (253) 835-6929 (facsimile) contactus@federalwayhistory.org cassie.swan@cityoffederalway.com 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 Art Work. 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 ("Art Work"). 2. Delivery. The Owner shall be responsible for the transportation of the Art Work in connection with its delivery to a location specified by the City and the removal of the Art Work upon the termination of this Agreement. 3. Display.The City may display the Art Work at any City facility or any location where the City determines that such display will directly benefit its citizens. The location of the Art Work 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 Art Work.The City shall select the person or entity to perform such hanging services. The City may remove the Art Work from display at any time, for any reason,in its sole discretion. 4. Term.The term of this Agreement shall commence on January 2,2019 and shall continue until removal of the Art Work,which date shall be no later than December 31,2019("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 Artist loaning Art Work for the Term, the City agrees to pay the Owner an amount not to exceed Six Hundred Dollars and No/100 Dollars($600.00)including any applicable sales tax. LOANED ART AGREEMENT—Single Artist - 1 - 3/2017 ilihi CIT CITY Of 3332 HALL Federal Way Feder 8th Avenue So Federal Way.WA 9800303 -6325 (253)835:7000 www.at3offed rctwaycarn 6. Independent Artist/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. S. Damage to Art Work.In the event the Art Work 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 Art Work, and a statement of objective value of such Art Work,preferably to be accompanied by an appraisal.For Art Work 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 art work, 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 Art Work.Owner's acceptance of the return of the Art Work constitutes Owner's agreement that the Art Work 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 Art Work 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 Art Work 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 of this Agreement and each and all of its provisions in which performance is a factor. LOANED ART AGREEMENT—Single Artist -2 - 3/2017 CITY OF CITY HALL -4":40„,,„** Federal Way Fede8th Avenue South Federal Way,WA 98003-6325 (253)835-7000 44,1414,olyoffederalway corn IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: = -107, Jo),button,Parks 1 - or ''.hanie Courtney, CMC, r Clerk DATE: .5"6-0/(? APPROVED AS TO FORM: J. Ryan Call, City Attorney FEDERAL WAY HISTORICAL SOCIETY: By:,,,- Gerald y:,,;=Gerald Knutzen,Pre 'dent . DATE: STATE OF WASHINGTON ) ss. • COUNTY OF On this day personally appeared before me Gerald Knutzen,to me known to be the President of the Federal Way Historical Society that executed the 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/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this AS day of J'L4 ,20E4 ( Notary's signature ` Notary's printed name (6 � GiG ICM-7t--, BI TTEN D BUCKNER Notary Public in and for t - St.to of Washington. Notary Public My commission expires 11( ( _2 I State of Washington My Appointment Expires Feb 10,2021 LOANED ART AGREEMENT—Single Artist -3 - 3/2017 CITY HALL 4111114‘ CITY OF Federal Way 33325 8th Avenue South Federal Way.WA 98003-6325 (253)535- 000 awwacrtvofffder iwaycom EXHIBIT"A" DISPLAYED ART WORK LOANED ART AGREEMENT—Single Artist -4 - 2/2017 HISTORICAL SOCIETY OF FEDERAL WAY ARTS COMMISSION PROPOSAL CITY HALL DISPLAY MAY 1, 2019 The following is a description of our proposal for an historical display in the main entry to City Hall for 2019: January—May: The historical photo of the South King Fire & Rescue staff and equipment and the large timeline of the establishment of the five districts that eventually merged to current district will be displayed. A description of the panels and reference to the SKFR display at the Historical Society office is also provided. June—September: We will display four separate panels that provide detail photographs and historical descriptions of the four districts that served Greater Federal Way prior to their merger. These are duplicate copies of panels on display at the Historical Society office. October—December: We are currently developing new"Now and Then" display panels that will have historical photographs of various sites in Federal Way alongside current photographs of the same location. Three or four of these panels should be ready by the end of Summer.