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AG 22-051 - HISTORICAL SOCIETYRETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: FWCC 2. ORIGINATING STAFF PERSON: Trisha Plucknett EXT: 6921 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 AMENDMENT (AG#): ❑ INTERLOCAL 19 OTHER Loaned Art Agreement 5. PROJECT NAME: Single Owner Art Show 6. NAME OF CONTRACTOR: Historical Society of Federal Way ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: Gerald Kn utzen1 TITLE Provdant 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES N COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE IN ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: upon execution COMPLETION DATE: December 31, 2022 9. TOTAL COMPENSATION $1,000.00 (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 ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 00 1 -7200-352-573-23-410 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER CS 04/12/22 ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 0 LAW JE 4/12/22 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING jj ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: /Z.Z ❑ 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 29 LAW DEPARTMENT 3A 1 L SIGNATORY (]MAYOR OR DIRECTOR) 7 fop CITY CLERK ASSIGNED AG# AG# COMMENTS: I used the template for Single Artist Art Show and changed it to Single Owner Art Show as we have done in the past for this contract - I tried to catch all of the references to "Artist' and changed them to "Owner" I also changed the notary section to reflect that it is a corporation and not an individual 2/2017 4/12/22, 10:21 AM Corporations and Charities System BUSINESS INFORMATION Business Name: HISTORICAL SOCIETY OF FEDERAL WAY UBI Number: 601 116 929 Business Type: WA NONPROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 2645 S 312TH ST, FEDERAL WAY, WA, 98003, UNITED STATES Principal Office Mailing Address: 1600B SW DASH POINT RD # 125, FEDERAL WAY, WA, 98023-4530, UNITED STATES Expiration Date: 10/31/2022 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 10/17/1988 Period of Duration: PERPETUAL Inactive Date: Nature of Business: CHARITABLE Charitable Corporation: FEIN Number: Gross Revenue exceed $500,000: Has Members: Public Benefit Designation: Host Home: REGISTERED AGENT INFORMATION Registered Agent Name: GERALD KNUTZEN Street Address: 31847 48TH CIR SW, FEDERAL WAY, WA, 98023-4129, UNITED STATES Mailing Address: GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL THOMAS STEWART GOVERNOR INDIVIDUAL GERALD KNUTZEN GOVERNOR INDIVIDUAL TIMOTHY GRAYSON https://ccfs.sos.wa.gov/#/BusinessSearch/BusinessInformation 1/1 CITY OF CITY HALL Federal Way 33325 84h , Avenue South FederaV Way, WA 98003-6325 (253) 835-7000 www atyoffederalway corn LOANED ART AGREEMENT FOR SINGLE OWNER ART SHOW This Loaned Art Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Historical Society of Federal Way ("Owner"), a Washington nonprofit corporation. 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: Gerald Knutzen 1600 SW Dash Point Road #4 25 Federal Way, WA 98023 (206) 618-5762 (telephone) contactus @federalwayhisto CITY OF FEDERAL WAY: Cassie Swan 876 S 333rd St Federal Way, WA 98003-6325 (253) 835-6928 (telephone) (253) 835-6929 (facsimile) 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 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. Dew. 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, 2022 ("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/100 Dollars ($1,000.00) including any applicable sales tax, to be paid in three (3) installments after each display as follows: Display 1 - $333.33, Display 2 - $333.33, and Display 3 - $333.34. LOANED ART AGREEMENT — Single Owner - 1 - 1/2022 CITY crTr OF 3332 HALL Federal Way Feder l! Avenue South ederar Avenue WA 98003-6325 ,001 (253) 835-7000 www cityoffederalway coin 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 notbe 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. Danrne 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 — Single Owner - 2 - 1 /2022 clrY of CITY HALL Federal Way Feder 8th , WA South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalwey corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: e �- 4Z4_7�777 John H�4 n, P s DIrector DATE: HISTORICAL SOCIETY OF FEDERAL WAY: By: Gerald Knutzen, Presi cnt DATE: STATE STATE OF WASHINGTON ) ss. COUNTY OF %1 rl ) ATTEST: ephanie Courtney, CM ity Clerk APPROVED AS TO FORM: t : Ryan Call, City Attu On this day personally appeared before me Gerald Knutzen, to me known to be the President of Historical Society of Federal Way that executed the foregoing instrument, and acknowledged the said instrument to be the flee and voluntary act and deed of said nonprofit 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 Ina day of M" , 2021- NOTARY PUBLIC STATE OF WASHINGTON LYNSY LEE Lic. No. 197771 My Appointment Expires JANUARY 08, 2026 Notary's signature�, /A Notary's printed name L-{vnS `4 L Notary Public in and for the State of Washington. My commission expires \ 1 `9 1 "LUI to LOANED ART AGREEMENT — Single Owner - 3 - 1/2022 CITY OF .v Federal Way EXHIBIT "A" DISPLAYED ARTWORK pry or Federal Way ARTS COMMISSION CITY HALL 33325 8th Avenue South FedeW Way, WA 98003-6325 (253) 835-7000 www cilyoffederalway corn Gallery Contract Information Applicant Information Historical Society of Federal Way Name: Gerald Knutzen Address:1600B SW Dash Point Drive #125 City & State: Federal Way, WA Zip: 98023 Primary Phone: 206 618-5762 Home Phone: Email Address: geraldknutzen@gmail.com Fax: ARTWORK TITLE MEDIUM SIZE YEAR VALUE Historic framed photograph of New Lumber image #514 11 xl4 1950's 100 Displayed January — March, 2022 Historic framed photograph of aerial image of Federal Way and Mt. Rainier l lxl4 1950's 100 image #808a Displayed January —March, 2022 Historic framed photograph of Jerry's Drugstore image #168 l 1x14 1950's 100 Displayed January —March, 2022 Historic framed photograph of Federal Way High Schook 1 lxl4 1930's 100 Displayed January —March, 2022 Then and Now Panel Redondo Aerials 18x36 1940's &2020 75 A ril-Au ust, 2022 Then and Now Panel Federal Shopping Way Aerial April -August 18x36 1950's & 2020 75 2022 Then and Now Panel Federal Shopping Way Aerials April -August 18x36 1950's & 2020 75 2022 Then and Now panel Various business 18x36 1950's & 2020 75 locations April -August 2022 Andy Hwang panel — September- 24x24 2022 100 December 2022 Graham Family panel — September- 24x24 2022 100 December 2022 Marlene Beadle panel — September- 24x24 2022 100 December 2022 Pacific Islander Community Association Panel — September- 24x24 2022 100 December 2022 LOANED ART AGREEMENT — Single Owner - 4 - 2/2017