19-057.00 SV Arts Council: Placement of Sculptures in Public Places oS7
AGREEMENT BETWEEN
CITY OF SPOKANE VALLEY AND
THE SPOKANE VALLEY ARTS COUNCIL
This Agreement (Agreement) is made and entered into by and between the City of Spokane Valley, a
municipal corporation of the State of Washington, as "City" acting through the City Manager, and the
Spokane Valley Arts Council (SVAC)whose address is P.O. Box 141676, Spokane Valley, WA 99214.
WHEREAS,the SVAC is a not-for-profit 501(c)(3)organization formed in 2004 for the stated purpose of
working `with local businesses, civic leaders and artists to cooperatively conceive, develop, and
implement art-related programs and cultural activities.";and
WHEREAS, the SVAC has been instrumental in identifying projects to be constructed and located on
property owned by the City for the cultural benefit of the City's citizens. Examples of their efforts
include projects at CenterPlace ("Working the Line" by Jerry McKellar, "Dance of Sun and Moon" by
Jerry McKellar) and City Hall ("Coup Ponies" by Jerry McKellar, "Harvest Time on the Big Missouri
(commonly known as "the Berry Picker")" by Nancy McLaughlin, and "Great Spirit's Gift- by Ace
Powell); and
WHEREAS, the City has provided funds to the SVAC for use by SVAC to commission the above-
mentioned sculptures, and has provided additional funds to permanently locate and display these
sculptures once donated to the City;and
WHEREAS, the City has traditionally allowed SVAC use of a City facility for the purpose of raising
additional funds to be used toward paying for these sculptures, a practice the parties would like to
continue into the future;and
WHEREAS, SVAC intends to seek additional funds to commission more sculptures for placement on
City property, and the City would like to have increased input into the process for selecting which
sculptures are chosen so that the City can timely budget for all costs that it may have to pay for either the
commissioning or installation of such sculptures.
In consideration of the following terms,conditions and covenants,the parties agree:
1. Purpose. This Agreement in intended to establish the terms under which the City and the SVAC
will work together for the purpose of providing sculptures for placement in public spaces for the
enjoyment and benefit of the general public.
2. Effective Date and Duration This Agreement shall be in effect from the date of execution
through December 31, 2023. The parties may mutually agree in writing to execute one extension of three
years, which would expire December 31, 2026.
3. Obligations of the City. The City shall have the following obligations with regard to this
Agreement:
a. the City shall make either the Great Room at CenterPlace, or other space as mutually agreed to
by the parties, available to the SVAC once per calendar year for the purpose of fundraising to be
used to purchase additional sculptures to be donated to the City and for subsequent placement on
City property, or to raise money for student scholarships. Additionally, the City shall make
available the Boardroom on the second floor once per month (based on availability) for Board
meetings up to 90 minutes;
2019 Agreement—Spokane Valley Arts Council Page 1 of 5
The City shall consider requests from the SVAC for additional use of either the Great Room
and/or Fireside Lounge in association with SVAC's fund raising events. The decision to approve
or deny any such request shall remain at the sole discretion of the City;
b. the City shall consider requests from the SVAC for additional funding,although the granting of
any such requests shall remain at the budgetary discretion of the City Council;
c.the City shall reimburse reasonable expenses directly related to permanently locating sculptures
donated to the City by the SVAC;
d. the City shall take possession of any sculpture donated by SVAC following acceptance by the
City Council, with formal acceptance and possession effective at the time a sculpture is delivered
to the site previously identified by the City;
e. the City shall make payments to the Arts Council for sculptures pursuant to the following
schedule: the City shall pay approximately one-third of any financial commitment by the City at
the time the Arts Council commits to purchasing a sculpture; approximately one-third progress
payment of any financial commitment by the City when a sculpture is within two weeks of being
delivered to the City; and the balance of any financial commitment by the City within two
business days after the City takes physical possession of the sculpture;
f. the City shall pay reasonable expenses directly related to the maintenance and upkeep of
sculptures donated to the City by the SVAC; and
g.the City shall provide cabinet space areas near the front entrance to CenterPlace for the SVAC
to display small art pieces on a rotational basis. Except as otherwise agreed, art shall be rotated at
least every three months, cabinets shall not be vacant more than 72 hours (with a target period of
no more than 48 hours), placement/removal of art shall be prearranged with CenterPlace, and
removal of any art piece during a rotation period shall require written permission of the SVAC.
The City currently provides five display areas, but the number of cases may change based upon
the needs of the City, and the City plans to remove one case for safety purposes. The City shall
exercise ordinary care in maintaining the cabinet areas, however the SVAC shall be responsible
for any risk of damage or loss to art while displayed at CenterPlace.
4. Obligations of the Spokane Valley Arts Council. The SVAC shall have the following obligations
with regard to this Agreement:
a. the SVAC shall make reasonable efforts to obtain funding for sculptures for donation to the
City from sources other than the City;
b. the SVAC shall provide the City Council with a reasonable advance opportunity to provide
input on which sculptures are chosen for donation to the City, recognizing that the ultimate
decision to accept or reject any proposed gift of artwork rests solely with the City Council. As
such, it is to the mutual benefit of the SVAC and the City to have a common understanding of
what is appropriate for display on City property;
c.the SVAC shall provide the City with sufficient information at least one year prior to the time a
sculpture intended for donation to the City is anticipated to be permanently placed. Extensive
time, effort, and expense goes into each unique piece, and appropriate time and consideration
should be used to identify where each will fit from a spatial standpoint, and where each piece will
2019 Agreement—Spokane Valley Arts Council Page 2 of 5
best represent the artist's vision in designing it. This time period will provide the City sufficient
time to budget for anticipated costs associated with preparing the site, and for permanently
attaching a sculpture to the property;and
d. the SVAC shall provide utilize reasonable efforts to provide and display small art pieces in the
CenterPlace lobby cabinets at each side of the Great Room entranceway, including regularly
rotating different pieces of art in the cabinets.
5. Indemnification/Hold Harmless.
a. SVAC Indemnification/Hold Harmless. The SVAC shall, at its sole expense, defend,
indemnify and hold harmless, City and its officers, agents, and employees, from any and all
claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses,
injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or
negligent acts, errors or omissions in the services provided by SVAC and SVAC's agents, to the
fullest extent permitted by law, subject only to the limitations provided below.
SVAC's duty to defend, indemnify and hold harmless City shall not apply to liability for damages
arising out of such services caused by or resulting from the sole negligence of City or City's
agents or employees.
SVAC's duty to defend, indemnify and hold the City harmless against liability for damages
arising out of such services caused by the concurrent negligence of(a) City or City's agents or
employees, and (b) SVAC or SVAC's agents shall apply only to the extent of the negligence of
SVAC or SVAC's agents.
SVAC's duty to defend, indemnify and hold the City harmless shall include, as to all claims,
demands, losses and liability to which it applies, City's personnel-related costs, reasonable
attorneys' fees, and the reasonable value of any services rendered by the office of the City
Attorney, outside consultant costs, court costs, fees for collection, and all other claim-related
expenses.
SVAC specifically and expressly waives any immunity that may be granted it under the
Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations
shall not be limited in any way by any limitation on the amount or type of damages,
compensation or benefits payable to or for any third party under workers' compensation acts,
disability benefit acts, or other employee benefits acts. Provided, that SVAC's waiver of
immunity under this provision extends only to claims against SVAC by City, and does not
include, or extend to,any claims by SVAC's employees directly against SVAC.
SVAC hereby certifies that this indemnification provision was mutually negotiated.
b. City Indemnification/Hold Harmless. The City shall, at its sole expense, defend, indemnify
and hold harmless, SVAC and its officers. agents, and employees, from any and all claims,
actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, and
damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts.
errors or omissions in the services provided by City and City' agents, to the fullest extent
permitted by law, subject only to the limitations provided below.
2019 Agreement—Spokane Valley Arts Council Page 3 of 5
The City's duty to defend, indemnify and hold harmless SVAC shall not apply to liability for
damages arising out of such services caused by or resulting from the sole negligence of SVAC or
SVAC 's agents or employees
The City's duty to defend, indemnify and hold the SVAC harmless against liability for damages
arising out of such services caused by the concurrent negligence of(a) SVAC or SVAC's agents
or employees, and (b) City or City's agents shall apply only to the extent of the negligence of
City or City's agents.
The City's duty to defend, indemnify and hold the SVAC harmless shall include,as to all claims,
demands, losses and liability to which it applies, SVAC 's personnel-related costs, reasonable
attorneys' fees, and the reasonable value of any services rendered by the office of the SVAC
Attorney, outside consultant costs, court costs, fees for collection, and all other claim-related
expenses.
The City specifically and expressly waives any immunity that may be granted it under the
Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations
shall not be limited in any way by any limitation on the amount or type of damages.
compensation or benefits payable to or for any third party under workers' compensation acts.
disability benefit acts, or other employee benefits acts Provided, that the City's waiver of
immunity under this provision extends only to claims against the City by SVAC, and does not
include,or extend to.any claims by the City's employees directly against City.
The City hereby certifies that this indemnification provision was mutually negotiated.
6. Damage. SVAC shall reimburse the City for all damages to City property and improvements as a
result of the acts, errors or omissions of SVAC, its agents or event patrons. SVAC shall leave the
premises in substantially at least as good a condition as when SVAC was first given permission to use
the premises. SVAC shall have the right, upon termination of this Agreement, to remove all of its
materials and equipment.
7 Posting of Signs. SVAC shall not post, exhibit, or allow to be posted or exhibited any signs,
advertisements, show bills, or other items of any description, including any existing signs, on the
Premises or any other property owned by the City except upon the written approval of the City Manager
or Parks and Recreation Director.
8. Minimum Support Personnel. SVAC agrees to employ at its sole cost, expense and liability,
such minimum security, admission, and support personnel as deemed necessary by the City Manager or
Parks and Recreation Director to ensure the safety of the event patrons and the Premises.
9. Copyright/Trademark. SVAC warrants, on its own behalf and on the behalf of any performer or
any other person permitted by SVAC upon the Premises,that all material presented, heard or shown have
been duly licensed or authorized by the owners of any copyright or trademark. SVAC acknowledges
sole responsibility for payment of any royalty fees and agrees to indemnify and hold harmless the City,
their agents and employees for all claims and attorney fees that arise through a trademark or copyright
dispute.
10. Concessions All concession rights are reserved to the City. SVAC shall not sell or give away
food or merchandise without the written consent of the City Manager or Parks and Recreation Director.
2019 Agreement—Spokane Valley Arts Council Page 4 of 5
This A4grre�emeenn'tt is maaade,+thhiisJO',�7,s�day of CI I , 2019
ir
Mark Calhoun, City Manager
Attest: T114 i`
C RI/�
City Clerk,Christine ainbridge'\
A I 'rove .s to form:
Office of the ity Attorney
Spokane Valley Arts Council
By: �ti 1. - .0Y n c
Its: y6, •,---/n IOC I.r
2019 Agreement—Spokane Valley Arts Council Page 5 of 5