Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
23-133.00 Idaho Central Spokane Valley Performing Arts Center
CITY OF SPOKANE VALLEY CAPITAL PROJECT GRANT AGREEMENT Grant Recipient: Idaho Central Spokane Valley Performing Arts Center Project: Performing Arts Center Award Amount: $785,714 Term Period: Effective Date Project#: N/A To December 31, 2035 23-133.00 Contract#: 23-133.00 THIS AGREEMENT is a grant agreement entered into between Idaho Central Spokane Valley Performing Arts Center, a nonprofit organization registered in the State of Washington (the "Grant Recipient") and the City of Spokane Valley, a municipal corporation of the State of Washington (the "City") (collectively the "Parties") for the purpose of providing a community facility serving City residents as described herein. RECITALS A. Pursuant to RCW 35.21.703, it is in the public purpose to engage in economic development and in furtherance of that purpose the City may contract with nonprofit organizations. B. Grant Recipient is constructing a 59,000 square foot facility (the "Performing Arts Center") to provide musical, theatrical, educational and cultural programming that celebrates and further develops the artistic talents of the community, and that will serve as the regional epicenter for all things related to the professional performing arts. C. Grant Recipient is committed to providing access and educational opportunities to persons or families with income that does not exceed 80% percent of the area median income through reduced fees and scholarship options, which aligns with a fundamental purpose of the City to provide aid to the poor and infirm. D. The Performing Arts Center and its activities will promote tourism and hotel stays in Spokane Valley as it is centrally located in the Mirabeau area, near hotels, the Spokane Valley Mall, and a short distance off of Interstate 90. In 2022, it is estimated that 34 percent of patrons attended programs provided by Grant Recipient from outside the City and the City of Spokane, and 15 percent attended from outside of Washington State. E. As detailed above and in the Scope of Work, the Project serves a fundamental governmental purpose, is a City purpose for which the City is receiving consideration in the form of community benefits, and is a City purpose in support of the poor or infirm, as provided in the State constitution. NOW THEREFORE, in consideration of the promises, covenants, and other provisions set forth 1 of 32 23-133.00 in this Agreement, the Parties agree as follows: GRANT AWARD TERMS AND CONDITIONS 1. DEFINITIONS 1.1 Project. The term "Project" means the design, development and construction of the Facility described in Exhibit A. Grant Award Funds available pursuant to this Agreement may only be used for the Project. To complete the Project, Grant Recipient shall use the Grant Award Funds to design develop, and construct the Facility, consistent with the requirements set forth in this Agreement and in the following attached exhibits, which are incorporated herein by reference: ® Map of Facility and Location Attached as Exhibit A ® Scope of Work Attached as Exhibit B ® Project Budget Attached as Exhibit C ® Timeline, Milestones, & Performance Metrics Attached as Exhibit D ® Insurance Requirements Attached as Exhibit E ® Restrictive Covenant Agreement Attached as Exhibit F ® Prevailing Wage Certification Attached as Exhibit G 1.2 Map of Facility and Location. This Agreement applies to the Project to improve the facility ("Facility") which is located at: 13609 E. Mansfield Ave., City of Spokane Valley, Spokane County, Washington See Exhibit A for a depiction of the Facility and a map of specific Facility location and boundaries. 1.3 Administrator. The City Manager or designee shall administer and be the primary contact for Grant Recipient throughout the term of this Agreement. 1.4 Scone of Work. Grant Recipient shall provide a scope of work ("Scope of Work"), attached hereto as Exhibit B, which describes the Project purpose and community benefits in detail and includes a description of the various design, development, permitting, and construction milestones required for completion of the Project and intended use of the Grant Award Funds. Grant Recipient shall apply the funds received from the City for the Project under this Agreement in accordance with the Scope of Work, attached hereto as Exhibit B. 1.5 Project Budget. Grant Recipient shall work with the City to develop a final Project Budget, to be attached hereto as Exhibit C. 2 of 32 23-133.00 EFFECTIVE DATE The Agreement shall be effective upon signature by both Parties ("Effective Date") TERM The term ("Term") of this Agreement shall begin on the Effective Date and end on December 31, 2035. This Agreement shall remain in effect until such time as it is amended in writing or terminated as provided herein. 4. AMENDMENTS This Agreement together with the attached exhibits is the whole Agreement between the Parties. This Agreement may be amended only in writing, duly executed by the Parties. NOTICES Unless otherwise specified in the Agreement, all notices or documentation required or provided pursuant to this Agreement shall be in electronic form and shall be deemed duly given when received at the addresses below via electronic mail. THE CITY OF SPOKANE VALLEY IDAHO CENTRAL SPOKANE VALLEY PERFORMING ARTS CENTER City Clerk Dr. Mamie Rorholm 10210 East Sprague Avenue P.O. Box 1368 —Spokane Valley, WA 99206 Spokane Valley, WA 99037 (509) 720-5000 (509) 981-2656 m atterson s okanevalle wa. ov marnie icsv ac.com Either Party may, at any time, by giving ten (10) days written notice to the other Party to designate any other notice address. 6. DISBURSEMENT OF GRANT FUNDS 6.1 The City may authorize, at the City's sole discretion, reimbursement of Project - related costs incurred on or after May 31, 2022 (the date the City Council approved the Award Amount). 6.2 The City Finance Department will provide instructions outlining the process for submitting electronic reimbursement requests within 14 days of execution of this Agreement. The City shall initiate authorization for payment and disbursement of Grant Award Funds after approval of sufficiently detailed Project -related invoices, proof of payment, and related documentation submitted by Grant Recipient to the City Finance Department at accountspa,,ablc'a spokaney allcvua.go�. The City will reimburse amounts determined by the City Manager or designee to be for the purposes of this Agreement. The City reserves the right to withhold payment under this Agreement for that portion of the work (if any) which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the purposes of this Agreement, City standards, City Code, and federal or state law. 3 of 32 23-133.00 The City shall make payment to Grant Recipient not more than thirty (30) days after a complete and accurate invoice and any other required documentation is received and approved. 6.3 Grant Recipient shall submit the final invoice, supporting documentation and any outstanding deliverables, as specified in the Scope of Work (Exhibit B) and Project Budget (Exhibit C), within thirty (30) days of the date this Agreement expires or is terminated. If the Grant Recipient's final invoice, supporting documentation and reports are not submitted by that day, the City will be relieved of all liability for payment to Grant Recipient of that invoice or any subsequent invoice. 7. GRANT REPORTING All Grant Award Funds received pursuant to this Agreement must be accounted for separately from all other Grant Recipient accounts and moneys. Until the Project is completed, and all proceeds provided pursuant to this Agreement have been expended, the Grant Recipient shall provide reports to the City Manager or designee on a schedule outlined in Exhibit D of this Agreement. COMPLETION OF THE PROJECT Grant Recipient shall complete the Project described in Section 1.1 and Exhibits A, B and C of this Agreement on or before December 31, 2024. If Grant Recipient cannot complete the Project as described on or before this date, the City shall be released from any obligation to fund the Project, and the City in its sole discretion may reallocate such funds for other projects. Pursuant to Section 19, Termination, this Agreement will be terminated if the Grant Recipient is unable or unwilling to expend the Grant Award Funds for the Project as provided in this Agreement. The Grant Recipient may not redirect Grant Award Funds for a purpose other than completion of the Project as described in the Scope of Work in at Exhibit B. 9. COMMUNICATION AND THE CITY OF SPOKANE VALLEY MILESTONE NOTIFICATION Grant Recipient shall recognize City as a "funder" or for the Project in the following manner: 9.1 Events: Grant Recipient shall invite and recognize "The City of Spokane Valley" at all events promoting the Project, and at the final Facility dedication. 9.2 Community Relations: Grant Recipient shall recognize "The City of Spokane Valley" and the City as a "funder" or in all social media, websites, brochures, banners, posters, press releases, and other promotional material related to the Project. 9.3 The City of Spokane Valley Notification: Grant Recipient shall notify the Manager or designee 30 days prior to any major milestone, such as a groundbreaking or opening dates for the Facility. 4 of 32 23-133.00 9.4 Signaae: Grant Recipient shall recognize "The City of Spokane Valley" on any signage as "funder" or of the Project/Facility. Grant Recipient is required to obtain approval from the City Manager or designee to use the City logo on any signage and communications. If approved, the appropriate City logo will be provided by the City. 10. DISPOSITION OF REMAINING GRANT AWARD FUNDS Any Grant Award proceeds in excess of those required to be provided by the City for the actual costs of the Project shall remain with the City for use in its sole discretion. 11. PUBLIC ACCESS; PUBLIC PURPOSES The Grant Award is provided to Grant Recipient for the Project for the purpose of building an approximately 59,000 square foot Performing Arts Center to provide musical, theatrical, educational and cultural programming for the Spokane Valley community. Therefore, Grant Recipient and any successor in interest agree to maintain the Facility for performing arts center purposes as set forth in Restrictive Covenant Agreement set forth at Exhibit F. The Facility shall be open and accessible to the public at reasonable hours and times. Grant Recipient shall notify the public of the availability of use by posting and updating that information on its website and by maintaining at entrances and/or other locations openly visible signs with such information. Fees for use of the Facility shall be no greater than those generally charged by public operators of similar facilities in the City. The Grant Award will not be used to pay costs of any facility, place or building to be used primarily for sectarian instruction or study or as a place for devotional activities or religious worship. If the Grant Award is used to pay costs of a mixed -use facility that is used in part for sectarian instruction or study or as a place for devotional activities or religious worship, the Grant Award shall be applied to, and shall not exceed, the portion of the costs that can be allocated to other activities, such as community center activities. These restrictions apply to all grantees, not just faith -based organizations. If the Grant Award is used to pay costs of a mixed -use facility that includes both community or public uses and private commercial uses, the Grant Award shall be applied to, and shall not exceed, the portion of the costs that can be allocated to community and other public uses, such as community center activities. Notwithstanding temporary closure for required maintenance or repairs, the minimum period of time Grant Recipient must ensure the Project is available for its public purpose is for twenty (20) years from Facility completion. If the Facility is retired or otherwise removed from use before the end of the 20-year period, then in addition to pursuing any remedies under the executed and recorded Restrictive Covenant Agreement attached hereto as Exhibit F, the City may require the Grant Recipient to reimburse the City for the Grant Award Funds plus 12% interest from the date of the Grant Award calculated based on the City's cost of funds. This right of recoupment is in addition to all other remedies available under law and equity. Grant Recipient's duties and the City's remedies under this Section 11, and the Restrictive Covenant Agreement will survive the expiration or earlier termination of this Agreement. 12. COVENANTS 5 of 32 23-133.00 Upon completion of construction of the Facility, but no later than 30 days after issuance of a Certificate of Occupancy, Grant Recipient shall record the executed Restrictive Covenant Agreement, attached hereto as Exhibit F. 13. CONSTRUCTION OF THE FACILITY 13.1 Capital Improvements. Grant Recipient shall design, develop, and construct the Facility, features, and amenities in accordance with all applicable design(s), timelines, restrictions, environmental considerations, permitting determinations, neighborhood impact mitigations, and all other legal requirements. All contracted work by Grant Recipient, its agents, representatives, or subcontractors, shall be bonded and properly insured to ensure the complete and safe design and construction of all facilities, features, and amenities. As between Grant Recipient and the City, Grant Recipient will be solely responsible to comply with all applicable authorities and to obtain all necessary permits, approvals, and endorsements for the Project. 13.2 Warranties. With respect to all warranties, express or implied, for work performed or materials supplied in connection with the Project, Grant Recipient shall: • Obtain all warranties, express or implied, that would be given in normal commercial practice from suppliers, manufacturers, contractors or installers; • Require all warranties be executed, in writing; • Be responsible to enforce any warranty of a contractor, subcontractor, manufacturer, or supplier. If, within an applicable warranty period, any part of the Facility or work performed to construct the Facility is found not to conform to specifications, permit requirements, or industry standard, Grant Recipient shall correct it promptly. 13.3 Right to Inspect Construction. City personnel or agents may inspect the Project work at any time provided that such persons observe due regard for workplace safety and security. Grant Recipient specifically understands, acknowledges, and agrees that at a minimum, the City will inspect the Facility construction project before final completion of the Facility. 13.4 Design. Grant Recipient has retained a licensed architect and/or licensed professional engineer, registered in the State of Washington, who will prepare a Project design for the Facility and exterior landscaping, which visually blends with the setting. 13.5 Alteration of Site or Facility after Construction. After the Facility is completed and accepted by Grant Recipient and the City as defined herein, Grant Recipient will not make any material alteration to the Facility without express, written consent of the City. 6 of 32 23-133.00 13.6 Development and Construction Fees and Expenses. Grant Recipient will be responsible to obtain and pay for all necessary permits, fees, and expenses associated with the Project. 13.7 Public Works Laws. The City is providing funds to reimburse eligible costs up to a fixed Grant Award amount. Grant Recipient (and not the City) is responsible for design, development and construction of the Project and for all construction costs and risks, including all construction cost overruns. In no event shall the City be responsible for any costs associated with the construction of the Project. As owner of the property, Grant Recipient bears all ownership risks and responsibilities. The Grant Recipient certifies that all contractors and subcontractors performing work on the Project shall be paid prevailing wages in compliance with state Prevailing Wages on Public Works, Chapter 39.12 RCW. The Grant Recipient shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available for the City's review upon request. Grant Recipient shall select Contractor(s) that are licensed contractors, where feasible shall use reasonable and practicable efforts to utilize a competitive public bidding process, and shall require adequate retainage and bonding. Grant Recipient will indemnify and defend the City should it be sued or made the subject of an administrative investigation or hearing for a violation of such laws, regulations, and ordinances in connection with the improvements. 13.8 Minimum Scope and Limits of Insurance. Grant Recipient shall maintain, and/or require its Contractor(s) to maintain the minimum scope and limits of insurance as required in Exhibit E — Insurance Requirements. 14. INTERNAL CONTROL AND ACCOUNTING SYSTEM Grant Recipient shall establish and maintain a system of accounting and internal controls sufficient to comply, and demonstrate compliance, with all financial, reporting, record keeping and other requirements under this Agreement. 15. MAINTENANCE OF RECORDS 15.1 Grant Recipient shall maintain accounts and records, including personnel, property, financial, Project records, and Agreement deliverables, to ensure proper accounting for all Grant Award Funds and compliance with this Agreement 15.2 These records shall be maintained for six (6) years after the expiration or earlier termination of this Agreement. 16. RIGHT TO INSPECT The City reserves the right to review and approve the performance of Grant Recipient with regard to this Agreement, and, at its sole discretion, to inspect or audit the Grant Recipient's records regarding this Agreement and the Project upon seventy-two (72) hours' notice during normal business hours. 7 of 32 23-133.00 17. COMPLIANCE WITH ALL LAWS AND REGULATIONS Grant Recipient shall comply with all applicable laws, ordinances and regulations in using funds provided by the City and in completing the Project and providing programming at the Project, including, without limitation, those relating to providing programming on a nondiscriminatory basis, providing a safe working environment to employees and, specifically, the requirements of the Washington Industrial Safety and Health Act (WISHA). The Grant Recipient specifically agrees to comply and pay all costs associated with achieving such compliance without notice from the City; and further agrees that the City does not waive this Section by giving notice of demand for compliance in any instance. The Grant Recipient shall indemnify and defend the City should it be sued or made the subject of an administrative investigation or hearing for a violation of such laws related to this Agreement. 18. CORRECTIVE ACTION 18.1 If the City determines that a breach of contract has occurred or does not approve of the Grant Recipient's performance, it will give the Grant Recipient written notification of unacceptable performance. Grant Recipient will then take corrective action within a reasonable period of time, as may be defined by the City in its sole discretion in its written notification to Grant Recipient. 18.2 The City may withhold any payment owed Grant Recipient until the City is satisfied that corrective action has been taken or completed. 19. TERMINATION 19.1 If the termination results from acts or omissions of Grant Recipient, including but not limited to misappropriation, nonperformance of required services, or fiscal mismanagement, Grant Recipient shall return to the City immediately any funds, misappropriated or unexpended, which have been paid to Grant Recipient by the City. 19.2 Any City obligations under this Agreement beyond the current appropriation biennium are conditioned upon the City Council's appropriation of sufficient funds to support such obligations. If the Council does not approve such appropriation, then this Agreement will terminate automatically at the close of the current budget period. 19.3 The Agreement will be terminated if the Grant Recipient is unable or unwilling to expend the Grant Award Funds as specified in Section 1 and Exhibits B and C, or upon reimbursement by the Grant Recipient to the City of all unexpended proceeds provided by the City pursuant to this Agreement and payment of all amounts due pursuant to Section 6. 20. FUTURE SUPPORT; UTILITIES AND SERVICE The City makes no commitment to support the Project or Facility contracted for herein and assumes no obligation for future support of the Project or Facility contracted for herein except as expressly set forth in this Agreement. Grant Recipient understands, acknowledges, and agrees that the City shall not be liable to pay for or to provide any utilities or services in connection with the Project or Facility contemplated herein. 21. HOLD HARMLESS AND INDEMNIFICATION 8 of 32 23-133.00 Grant Recipient 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, 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 Grant Recipient, its agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Grant Recipient and the City, its officers, officials, employees, and volunteers, Grant Recipient's liability, including the duty and cost to defend, hereunder shall be only to the extent of Grant Recipient's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes Grant Recipient's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. Grant Recipient's duties under this Section 21 will survive the expiration or earlier termination of this Agreement. Grant Recipient shall include the two paragraphs above in any contracts with Contractor(s) for the Project, indemnifying and holding harmless the City, substituting references to Grant Recipient with references to Contractor(s). 22. NONDISCRIMINATION In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression or age except minimum age and retirement provisions, unless based upon a bona fide occupational qualification. 23. CONFLICT OF INTEREST Grant Recipient shall take appropriate steps to ensure that neither the Grant Recipient nor any Grant Recipient staff is placed in a position where, in the reasonable opinion of the City, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Grant Recipient and the duties owed to the City under the provisions of the Agreement. Grant Recipient will notify the City without delay giving full particulars of any such conflict of interest which may arise. 24. POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity or to further the election or defeat of any candidate for public office. 25. PROJECT MAINTENANCE; EQUIPMENT PURCHASE, MAINTENANCE, AND OWNERSHIP 9 of 32 23-133.00 A. As between the City and Grant Recipient, Grant Recipient shall be responsible to operate and maintain the completed Facility at its own sole expense and risk. Grant Recipient shall maintain the completed Facility in good working condition consistent with applicable standards and guidelines. Grant Recipient understands, acknowledges, and agrees that the City is not responsible to operate or to maintain the Facility in any way. B. Grant Recipient shall be responsible for all property purchased pursuant to this Agreement, including the proper care and maintenance of any equipment. C. Grant Recipient shall establish and maintain inventory records and transaction documents (purchase requisitions, packing slips, invoices, receipts) of equipment and materials purchased with Grant Award Funds. Grant Recipient's duties under this Section shall survive the expiration of this Agreement and remain in effect for the period set forth in Section 15. 26. ASSIGNMENT Grant Recipient shall not assign any portion of rights and obligations under this Agreement or transfer or assign any claim arising pursuant to this Agreement without the written consent of the City. Grant Recipient must seek such consent in writing not less than fifteen (15) days prior to the date of any proposed assignment. 27. WAIVER OF BREACH OR DEFAULT Waiver of breach of any provision in this Agreement shall not be deemed to be a waiver of any subsequent breach and shall not be construed to be a modification of the terms of the Agreement unless stated to be such through written approval by the City, which shall be attached to the original Agreement. Waiver of any default shall not be deemed to be a waiver of any subsequent defaults. 28. TAXES Grant Recipient agrees to pay on a current basis all taxes or assessments levied on its activities and property, including, without limitation, any leasehold excise tax due under RCW Chapter 82.29A; PROVIDED, however, that nothing contained herein will modify the right of the Grant Recipient to contest any such tax, and Grant Recipient shall not be deemed to be in default as long as it will, in good faith, be contesting the validity or amount of any such taxes. 29. WASHINGTON LAW CONTROLLING; WHERE ACTIONS BROUGHT This Agreement is entered into in Spokane County, Washington. Disputes between City and Grant Recipient shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Grant Recipient agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Grant Recipient's services or other actions under this Agreement. Grant Recipient further agrees that the Arbitrator(s)' decision therein shall be final and binding on Grant Recipient and that judgment may be entered upon it in any court having jurisdiction thereof. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation (including expert witness 10of32 23-133.00 fees). 30. PUBLIC DOCUMENT This Agreement will be considered a public document and will be available for inspection and copying by the public. 31. LEGAL RELATIONS Nothing contained herein will make, or be deemed to make, City and Grant Recipient a partner of one another, and this Agreement will not be construed as creating a partnership or joint venture. Nothing in this Agreement will create, or be deemed to create, any right, duty or obligation in any person or entity not a party to it. It is understood and agreed that Grant Recipient shall be an independent contractor and not the agent or employee of City, that City is interested in only the results to be achieved, and that the right to control the particular manner, method, scope, and means in which the services are performed is solely within the sole and absolute discretion of Grant Recipient. Any and all Grant Recipient employees who provide services to City under this Agreement shall be deemed employees solely of Grant Recipient. Grant Recipient shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 32. PERMITS AND LICENSES Grant Recipient shall complete the Project in accordance with all applicable laws and regulatory requirements including environmental considerations, permitting determinations, and other legal requirements. All activities shall be performed by Grant Recipient at its sole expense and liability. Grant Recipient shall, at its sole cost and expense, apply for, obtain and comply with all necessary permits, licenses and approvals required for the Project. 33. INTERPRETATION OF CITY RULES AND REGULATIONS If there is any question regarding the interpretation of any City rule or regulation, the City decision will govern and will be binding upon the Grant Recipient. 34. PUBLIC RECORDS. The Parties agree that all records of Grant Recipient prepared pursuant to this Agreement, and which are owned, used, or retained by the City, are public records under the Public Records Act (chapter 42.56 RCW) and may be subject to disclosure unless a statutory exemption applies. The City agrees not to intentionally waive any statutory exemptions from disclosure available for such records under the Public Records Act. The City shall, if possible, notify Grant Recipient before any disclosure, and provide Grant Recipient an opportunity to intervene through judicial process to resist release of such records. The City agrees not to object to Grant Recipient intervention in any judicial proceeding in which Grant Recipient resists release of the records. The City shall have no duty to resist release of any public records created pursuant to this Agreement, except to provide notice to Grant Recipient of the request for and disclosure of such records as previously described. All annual reports and other related documents identified in this Agreement prepared by Grant Recipient pursuant to this Agreement and provided to the City are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record 11 of 32 23-133.00 laws. The written, graphic, mapped, photographic, or visual documents prepared by Grant Recipient pursuant to this Agreement and provided to the City shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, drawings, images, or other material prepared pursuant to this Agreement for the City, provided that Grant Recipient shall have no liability for the use of Grant Recipient's work product outside of the scope of its intended purpose. Grant Recipient may, from time -to -time, receive information which is deemed by City to be confidential. Grant Recipient shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 35. BUSINESS REGISTRATION Grant Recipient shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 36. ENTIRE AGREEMENT This Agreement, including its attachments, constitutes the entire Agreement between the City and Grant Recipient. It supersedes all other agreements and understandings between them, whether written, oral or otherwise. By signing below, the signatories certify that they are authorized to contract and bind the respective parties. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the last date written. The City of Spokane Valley By Title G. Date 7— 2 = z 3 12 of 32 Idaho Central Spokane Valley Performing Arts Center Title Managing Director, ICSVPAC Date 07/21 /23 23-133.00 Exhibit A- May of Facility/Location The Performing Arts Center is located at 13609 E. Mansfield Ave., Spokane Valley, WA 99216. The site is located just off the I-90 corridor between Evergreen and Sullivan, in the new Mirabeau neighborhood, next door to the east of the Tru by Hilton. It is a centrally located five -acre parcel, on the last piece of undeveloped riverfront property in the City of Spokane Valley. 713123, 2:48 PM Idaho Central Spokane Valley Performing Arts Center • Googie Maps Go lgle Maps Idaho Central Spokane Valley Performing Arts Center knagery C2023 Airbus, CNES / Airbus, Maxar technologies, U.S. Genlogical Survey, USDA/FPAC/f,F_0, Map data 02023 500 ft Idaho Central Spokane Valley Performing Arts Center 5.0 * * * * * (1) Theater company ® Manage your Business Profile 3,012 views Overview Reviews About httpS:1 W.google.WMf Mpsplace/ioaho+CeMrel+Spokam+Valley+Per}orming+Arts+Center 9� : NAC 13 of 32 23-133.00 Exhibit B- Scope of Work I. INTRODUCTION Grant Recipient will design and construct the Performing Arts Center. II. OBJECTIVES The Performing Arts Center will house musical, theatrical, educational, and cultural programming that celebrates and further develops the artistic talents of the community, and that will serve as the regional epicenter for all things related to the professional performing arts. Grant Recipient is committed to providing access and educational opportunities to those below 80% AMI and youth through reduced fees and scholarship options. III. PROJECT DESCRIPTION The Performing Arts Center is approximately 59,000 square feet, including a 480+ seat Main Stage, a 200 seat Studio Theatre (with flexible seating), and a third floor event space with caterer's kitchen for upwards of 400 people. In addition, the Performing Arts Center will have four soundproofed practice rooms for music instruction (one is a recording studio), full fly -system, hydraulic grid -system trap room beneath the main stage, spacious scenic and costume shops, rehearsal room and dance space, a large box office serving both performing spaces, three permanent and multiple portable concession/bars, green rooms and dressing rooms for both performance spaces, two "star" dressing rooms, offices, meeting room, three lobby spaces, and over 4,000 sq. ft. of storage. IV. CONSIDERATION/PUBLIC BENEFIT In consideration for the Award Amount, Grant Recipient agrees to provide the following public benefits at the Performing Arts Center. a. Provide programming at the Performing Arts Center on or before December 31, 2024; b. Operate the Performing Arts Center for the public purposes identified by this Agreement for a twenty (20) year period, as provided in the Restrictive Covenant Agreement; and c. Starting in 2025, provide scholarship opportunities or reduced fees in events, summer camps, and other educational opportunities to those otherwise eligible who are individuals and families with household incomes at or below 80% of the area median income. 14 of 32 23-133.00 Exhibit C- Project Budget Financing Summary: Initial investment for land $1,750,000 Capital support income $24,700,000 Future campaign contributions $21,550,000 Total Source of Funds $48,000,000 .Sources of Capita! Bank Loans State Bank Northwest Secured as needed — Greg Deckard, CEO Idaho Central Credit Union Secured as needed — Brenda Worrell, CEO Total Bank Loans Secured as needed Construction and permanent financing has been arranged through State Bank Northwest (primary lender), and Idaho Central Credit Union (secondary lender). The initial construction loan will be a multiple advance, non -revolving line of credit with monthly construction draws and interest only payments for two years. At the maturity of the construction line of credit, the balance will be termed out over a 20-year amortization, with monthly principal and interest payments. As large grants and capital contributions are received, the monthly payment will be reduced to retain the original amortization after the principal balance is reduced. Purchase of land (complete) $1,750,000 Construction cost $32,700,000 Capital Campaign expense & FFE $3,300,000 Insurance, Construction Overhead, Taxes $7,900,000 Architectural Drawings/Plans (complete) ,300,000 Total Buildings/Real Estate F$48,000,000 Total Construction Costs Furniture, Fixtures and Equipment List (FFE) Lobby Furniture and Office Equipment $57,500 Equipment — Lighting and Sound add-on's $57,500 Equipment Music and instruments $57,500 Scene Shop Machinery $23,000 Other - Costumes and Supplies $34,500 Total Capital Equipment $230,000 15 of 32 msICICI I: °Q m© k § q \* R� J k2 §) §k w2 2 2 0 E 2 ® � 0 � � k � p § � / § Uj 2 \ k 2 q k k § 2� q « ; f 2 22 ®#aE )0 3)/g�R §(/j/0/ 0 $$ § ®CD [\mƒ§$m ..Vq�q't q \q °° G$ISa0G rfR�9�5 M { k \k / k /\§\(� { � � Lo \ Cl) � �CIJ LO N ° -0 # §\\§�\, § )]___ (U LLa. ])$)k\) 7\2 $bIQ*52{ 000-boobb=-�b2o 0 0000x 0§§§k G3/oomoomoowomoofo \\ � ) w\ƒ ■ � ■/m �B f] {� j\ 00 000oCDo o //A00000000000000 00 0oo �R �\q\\R cs9Rg]gge�eRqgRRRRR �q dgg ooG o03Go\G3S§ee~Gee°° o� oQE ■ 2) N\dm%m �aRR2mcommm R§mmm]( �§ 22G N a a N N O N i O= CL 0 C w 4) cm i W n Lo O M � CZ 00 O 00 r- SIN o> IV 6 65 0 0 h Y N 00 O fOO J a N U n !W! d 0 0 O o O 0 0 000 Ci N c07 0 LOU')LO 0 O o 0 0 0 0 0 O O N 'ITt0 co co co 000 OO M O CO O O � O O) O 47 N N O t- l0 O cM N �F N N Z O V U, Z O O a � W Lu CO) a g° w iSc 0 a� c s �� N lu 0 N ~ $ a'0 o E c —° E a N 2 2 0 0 0 2 �biiaio:U I► O 17 oL32b O o 0 0 0 0 O O o 0 0 0 0 p o 0 0 0 0 0 0 D O O LO O O O O O) M Lo O O O O ►� ,It r— It O ow O �. M N M M O W O h � V N M It 7 O> N r i0 r 3 O 2 � 3 ycm C: w O 0 aE y �3 Q O 65 0 m oa 0 0 1 CIS) C f0 V y TA 0 CD0 O. C y .c M N O DO o 0 0 0 0 0 0 c; 0 0 0 0 0 0 0 0 p o 0 0 0 0 0 0 0 0 Q 0 0 0 0 O O 'n 00 CC) cNomowocwoowocww 23-133.00 LO O O O O co N O O O O (O 10 O O O l0 N O LO V co r— co M Co co N LO O ; — M N N h z0 a j O O > f0 O lL 01 �y 7 y N y = a U T N N f0 Cl. m C7FQo:Ucna Oo 0 o 0 o o 0 CS 0 0 0 0 0 0 0 O o 0 0 0 0 0 0 23-133.00 c 0 a U) 1/l m 0 E o ch CD co n o n 1I 0 0 0 0 O Ln in O O m 0 0 � 1� O M 0 0 O) 'n Le)0 O 0 � r- t- O O Of o Ovft V CO E � �}' V' O 1� 1- O CO O O IT a0 10 Q CV OQ O V Of --;� {O CV — CO CO e} :O V- V' 04 !F N CV CV V- C") N an CV cq LO CA M U � fE O y y � >. y Y Z 2 V O (9 W 2 V '� V J coQ c y W w F► W U) W a �— O y 2 y O IXo Z UO W ` y Z 2 = U Q U W cn Z U i 2 W U _ c y N a J W W a m 2 Cl)v y o J Q Ura = a2 W Z m Q W O as m W ; j c Z 0 CU E m �L 2 h ' w W o U- ° w O �Q W > m Oo 00 Od&�Df32 Oo Oo O000 Oo o p o p CD o o p o p o p o 0 o p o 0 Oo Oo O�� Oo Oo Ov�aOo Oo rn 23-133.00 lJ O C. C 4) tm m 19of32 W P*59ic11Id Exhibit D- Timeline, Milestones & Performance Metrics I. PROJECT TIMELINE, MILESTONES Facility completion: seeking occupancy May 31, 2024 Programming commencing: Conservatory (theatre education classes) begin June 2024 Ribbon -cutting, June 20, 2024 (first day of summer) Grand Opening July 26, 2024 with the first production on the Main Stage running 4 weeks. ll. PERFORMANCE METRICS Grant Recipient shall deliver the following reports to the City related to the construction of and programming at the Performing Arts Center: a. During construction of the Facility, quarterly reports on construction progress. b. Annually, starting in 2025 and continuing to 2035, a report regarding Performing Arts Center programming for the previous year to include the number of reduced fees or scholarships awarded to those who are individuals and families with household incomes at or below 80% of the area median income. This report shall be submitted to the City by March 31" subsequent to the end of the calendar year being reported. c. Annually, starting in 2025 and continuing through 2035, a report on the number of patrons attending all events, including the number of patrons that traveled more than 50 miles, or traveled from outside of the State of Washington to utilize the Performing Arts Center. This report shall be submitted to the City by March 3151 subsequent to the end of the calendar year being reported. 20 of 32 23-133.00 Exhibit E- Insurance Requirements Grant Recipient shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Grant Recipient, its agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance. Grant Recipient's required insurance shall be of the types and coverages as stated below: i. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Grant Recipient's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. ii. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. iii. Professional liability insurance appropriate to Grant Recipient's profession. B. Minimum Amounts of Insurance. Grant Recipient shall maintain the following insurance limits: i. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, and $2,000,000 general aggregate. i. Professional liability insurance shall be written with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. C. Other Insurance Provisions. Grant Recipient's policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: i. Grant Recipient's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self -insured pool coverage maintained by City shall be in excess of Grant Recipient's insurance and shall not contribute with it. ii. Grant Recipient shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. iii. If Grant Recipient maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Grant Recipient, irrespective of whether such limits maintained by Grant Recipient are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Grant Recipient. iv. Failure on the part of Grant Recipient to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at 21 of 32 23-133.00 least five business days' notice to Grant Recipient to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Grant Recipient from the City. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANIL E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Grant Recipient shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 22 of 32 23-133.00 Exhibit F- Restrictive Covenant Agreement When Recorded Return to: City Clerk The City of Spokane Valley 10210 East Sprague Avenue Spokane Valley, WA 99206 THE CITY OF SPOKANE VALLEY RESTRICTIVE COVENANT AGREEMENT GRANTOR: GRANTEE: ABBREVIATED LEGAL DESCRIPTION Idaho Central Spokane Valley Performing Arts Center, a nonprofit corporation The City of Spokane Valley, a municipal corporation of the State of Washington 10-25-44: LOTS 3,5 AND 6 OF MIRABEAU BINDING SITE PLAN (BSP-2020-0002), EXCEPT THAT PORTION OF LOT 3 DESCRIBED AS FOLLOWS: THENCE S67A°15'19"E A DISTANCE OF 194.81 FEET ALONG THE NORTH LINE OF SAID LOT ASSESSOR'S TAX PARCEL NO.: 45104.1105 23 of 32 23-133.00 THE CITY OF SPOKANE VALLEY RESTRICTIVE COVENANT AGREEMENT This Restrictive Covenant Agreement (the "Covenant Agreement") is effective as of the day of, 2023, and is made and executed by the Idaho Central Spokane Valley Performing Arts Center (the "Grant Recipient"), and by and in favor of the City of Spokane Valley (the "City"), a municipal corporation of the State of Washington (the "City"). In this Covenant Agreement, Grant Recipient and the City may also be referred to collectively as the "Parties" and individually as "Party." RECITALS A. Grant Recipient is the owner of real property located in the City of Spokane Valley, State of Washington, legally described in Exhibit A, attached hereto and made part hereof (the "Property"). B. Pursuant to an agreement, between the City and Grant Recipient, dated 2023, Grant Recipient has constructed a performing arts center (the "Facility") on the Property for the purpose of providing musical, theatrical, educational and cultural programming for the public. A map of the Property and Facility is attached to and made part of this Covenant Agreement as Exhibit B. C. The purpose of this instrument is to place on record those certain Restrictive Covenants (as defined below) which, pursuant to the City's funding of the Project in the amount of $785,714 to construct the Facility on said Property, requires that the Facility be restricted to uses in accordance with the funds used to construct said Facility. The Property was acquired by deed recorded under recording No. 4251-3962683, between Centennial Properties, Inc. and Idaho Central Spokane Valley Performing Arts Center. COVENANT AGREEMENT NOW, THEREFORE, in consideration of the mutual promises herein, Grant Recipient and the City agree, covenant and declare that the Facility is subject to the following restrictive covenants, which covenants shall run with the land and burden the Facility for the sole benefit of the City. All the terms and provisions hereof shall be construed to effectuate the purposes set forth in this Covenant Agreement and to sustain the validity hereof. I . Covenant. Grant Recipient and the City agree and declare that the covenants and conditions contained herein touch and concern the land and shall bind and the benefits shall inure to, respectively, Grant Recipient and its successors and assigns and all subsequent owners of the Facility, and to the City and its successors and assigns and all subsequent owners of the City's benefited property interests, subject to modification thereof as specifically provided below. Each and every contract, deed or other instrument hereafter executed conveying any portion or interest in the Facility, shall contain an express provision making such conveyance subject to the covenants and conditions of 24 of 32 23-133.00 this Covenant Agreement, provided however, that any such contract, deed or other instrument shall conclusively be held to have been executed, delivered and accepted subject to such covenants and conditions, regardless of whether or not such covenants and conditions are set forth or incorporated by reference in such contract, deed or other instrument. 2. Term. Grant Recipient covenants and declares on behalf of itself and all heirs, assigns, and successors in interests into whose ownership the Facility might pass that the Facility will be preserved and maintained in accordance with the restrictions and obligations described in this Covenant Agreement for at least twenty (20) years. It is the intent of the Grant Recipient that such covenants shall supersede any prior interests Grant Recipient has in the Property and Facility and shall run with the land for the benefit of the City, and be binding on any and all persons who acquire any portion of, or interest in, the Property or Facility. Grant Recipient and the City agree that the City shall have standing to enforce these covenants. 3. Public Purpose. Grant Recipient acknowledges that the Facility was constructed on the Property for public purposes with funding from the City, and Grant Recipient covenants that the Facility will be used as a performing arts center providing musical, theatrical, educational and cultural programming to the public, which constitutes the public purpose of the Grant Award, and that the Facility shall not be converted to a different status or use for a period of twenty (20) years unless a full reimbursement of the City award amount is made to the City. 4. Public Access. Grant Recipient covenants that it and any successor in interest will maintain the Facility for as a performing arts center that constitutes the public purpose of the Grant Award. The Facility shall be open and accessible to the public at reasonable hours and times. Grant Recipient shall notify the public of the availability of use by posting and updating that information on its website and by maintaining at entrances and/or other locations openly visible signs with such information. Fees for use of the Facility shall be no greater than those generally charged by public operators of similar facilities in the City. Parties Bound. This Covenant Agreement shall benefit and be enforceable only by City and Grant Recipient and their successors or assigns and shall not be enforceable by any third parties. 6. Remedies. The City, its successors, designees or assigns shall have the following remedies against Grant Recipient, its successors, designees or assigns for violation of this Covenant Agreement: a. Default. If Grant Recipient fails to observe or perform any of the terms, conditions, obligations, restrictions, covenants, representations or warranties of this Covenant Agreement, and if such noncompliance is not corrected as provided herein, then such noncompliance shall be considered an event of default. 25 of 32 23-133.00 b. Notice of Default. Before the City pursues a remedy against Grant Recipient for breach of this Covenant Agreement, the City shall provide written notice specifying the default to Grant Recipient. Grant Recipient shall thereafter have a thirty (30) day period to cure such default (or if such default is not capable of cure within thirty (30) days, such additional period as is reasonably necessary for Grant Recipient to complete such cure, provided that Grant Recipient commences cure within such thirty (30) day period and thereafter diligently pursues it to completion). c. City's Remedies. The City shall have available all remedies under law and equity. No Waiver. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of the City to enforce the same or obtain relief against or recover for the continuation or repetition of such breach or violation or any other breach or violation thereof at any later time or times. Miscellaneous Provisions. 8.1 Agreement to Record. Grant Recipient shall cause this Covenant Agreement to be recorded in the real property records of Spokane County, Washington. Grant Recipient shall pay all fees and charges incurred in connection with such recording and shall provide the City with a copy of the recorded document. 8.2 Time of the Essence. Time is of the essence of this Covenant Agreement and of every provision thereof. 8.3 Notices. Notices, certificates, reports, or other communications shall be deemed delivered on the third day following the date on which the same have been mailed by certified or registered mail, postage pre -paid, return receipt requested, or on the date on which the same have been personally delivered with proof of receipt, at the addresses specified below, or at such other addresses as may be specified in writing by the parties listed below: If to the City of Spokane Valley: City Clerk City of Spokane Valley 10210 East Sprague Avenue Spokane Valley, WA 99206 If to Idaho Central Spokane Valley Performing Arts Center: 26 of 32 23-133.00 Idaho Central Spokane Valley Performing Arts Center P.O. Box 1368 Spokane Valley, WA 99037 8.4 Severability. If any provision of this Covenant Agreement shall be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. 8.5 Amendments. This Covenant Agreement shall be amended only by a written instrument executed by the Parties hereto or their respective successors in title, and duly recorded in the real property records of Spokane County, Washington. 8.6 Goveminjz Law; Venue; Attorneys' Fees. This Covenant Agreement is entered into in Spokane County, Washington. Disputes between City and Grant Recipient shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Grant Recipient agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Grant Recipient's services or other actions under this Agreement. Grant Recipient further agrees that the Arbitrator(s)' decision therein shall be final and binding on Grant Recipient and that judgment may be entered upon it in any court having jurisdiction thereof. 8.7 Reliance. The City and Grant Recipient hereby recognize and agree that the representations and covenants set forth herein may be relied upon by each other. 8.8 No Conflict with Other Documents. Grant Recipient and the City warrant that they have not executed and will not execute any other agreement with provisions contradictory to, or in opposition to, the provisions hereof, and that in any event the requirements of this Covenant Agreement are paramount and controlling as to the rights and obligations herein set forth and supersede any other requirements in conflict herewith. 8.9 Sale or Transfer of the Facility. Grant Recipient agrees to notify the City at least thirty (30) days' prior to any sale or other transfer of Grant Recipient's ownership interest in the Facility. 8.10 Captions. The titles and headings of the sections of this Covenant Agreement have been inserted for convenience of reference only and are not to be considered a part hereof. They shall not in any way modify or restrict any of the terms or provisions hereof or be considered or given any effect in construing this document or any provision thereof or in ascertaining intent, if any question of intent shall arise. 8.11 No Third Party Beneficiaries. This agreement is made and entered into for the sole protection and benefit of the Parties hereto and their successors and assigns. No other person shall have any right of action based on any provision of this Covenant Agreement. 27 of 32 23-133.00 IN WITNESS WHEREOF, Idaho Central Spokane Valley Performing Arts Center and the City have executed this Covenant Agreement on the date set forth above. GRANT RECIPIENT: Idaho Central Spokane Valley Performing Arts Center THE CITY OF SPOKANE VALLEY, a municipal corporation of the State of Washington By: _ Name: Its: [Notary Block on following page] 28 of 32 23-133.00 STATE OF WASHINGTON ) ) ss. COUNTY OF SPOKANE ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the Idaho Central Spokane Valley Performing Arts Center which is the of Idaho Central Spokane Valley Performing Arts Center to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: NOTARY PUBLIC Print Name: My Commission Expires: STATE OF WASHINGTON ) ) ss. COUNTY OF SPOKANE ) I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the of THE CITY OF SPOKANE VALLEY, a municipal corporation of the State of Washington, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: NOTARY PUBLIC Print Name: My Commission Expires: 29 of 32 23-133.00 RESTRICTIVE COVENANT AGREEMENT EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SPOKANE, STATE OF WA, AND IS DESCRIBED AS FOLLOWS: LOTS 3,5 AND 6 OF MIRABEAU BINDING SITE PLAN BSP-2020-0002, RECORDED IN BOOK 4 OF BINDING SITE PLANS, PAGES 68-69; EXCEPT THAT PORTION OF SAID LOT 3 DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3, COMMON CORNER WITEJ.LOT 2 OF SAID BINDING SITE PLAN; THENCE S67015'19"E, 194.81 FEET, ALONG THE NORTH LINE OF SAID LOT 3; THENCE S22044'41"W, 290.79 FEET, PARALLEL WITH THE EAST LINE OF SAID LOT 3; THENCE N80035'26"W, 67.78 FEET TO AN ANGLE POINT OF SAID LOT 3; THENCE N80035'26"W, 238.68 FEET, ALONG THE SOUTH LINE OF SAID LOT 3 TO THE EAST RIGHT-OF-WAY LINE, OF MIRABEAU PARK.WAY; THENCE NORTHEASTERLY ALONG SAID EAST RIGHT-OF-WAY TO THE POINT OF BEGINNING. ALSO EXCEPT THAT PORTION OF LOT 3 OF MIRABEAU BINDING SITE PLAN BSP- 2020- 0002, RECORDED IN BOOK 4 OF BINDING SITE PLANS, PAGES 68-69, BEING A PORTION OF LAND SITUATED IN THE SOUTHEAST QUARTER SECTION 10, TOWNSHIP 25 NORTH, RANGE 44 EAST, W.M., DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF MIRABEAU PARKWAY AND MANSFIELD AVENUE; THENCE S50028'07"E, 77.99 FEET ALONG THE CENTERLINE OF SAID MANSFIELD AVENUE TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF 415.00 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 41024'58", AN ARCH DISTANCE OF 299.98 FEET TO A POINT OF REVERSE CURVATURE OF FUTURE MANSFIELD AVENUE; THENCE N01053'05"W, 24.00 FEET ALONG THE RADIAL BEARING OF SAID CURVE TO THE SOUTHWEST CORNER OF SAID LOT 3 AND THE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID RADIAL BEARING A DISTANCE OF 3.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE CONCAVE TO THE NORTH, HAVING A RADIUS OF 388.00 FEET AND A RADIAL BEARING FROM THE RADIUS POINT OF SAID CURVE OF S0I053'05"E; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 21010'15", AN ARC DISTANCE OF 143.37 FEET; THENCE S11011'37"W, 45.25 FEET TO THE BEGINNING OF ANON -TANGENT CURVE CONCAVE TO THE SOUTH, HAVING A RADIUS OF 574.00 FEET AND A RADIAL BEARING FROM THE RADIUS POINT OF SAID CURVE OF NI 1011'37"E; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 13004'42", AN ARC DISTANCE OF 131.02 FEET TO THE POINT OF BEGINNING. SITUATED IN THE CITY OF SPOKANE VALLEY, SPOKANE COUNTY, STATE OF WASHINGTON. 30 of 32 2a,@.00 RESTRICTIVE COVENANT AGREEMENT EXHIBIT 8 PROPERTY AND FACILITY MAP � ....� .� .. . 31 \Q 23-133.00 EXHIBIT G PREVAILING WAGE CERTIFICATION The GRANT RECIPIENT, by its signature, certifies that all contractors and subcontractors performing work on the Project shall comply with prevailing wage laws set forth in Chapter 39.12 RCW, as applicable to the Project funded by this Agreement, including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid" as required by RCW 39.12.040. The GRANT RECIPIENT shall maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and shall make such records available for the City of Spokane Valley's review upon request. For any funds are used by the GRANT RECIPIENT for the purpose of construction, applicable State Prevailing Wages must be paid. The GRANT RECIPIENT, by its signature, certifies that the declaration set forth above has been reviewed and approved by the GRANT RECIPIENT's governing body as of the date and year written below. 7A� ,2d41Z&6x'1 DATE: 07/21 /23 32 of 32 ACORDTM CERTIFICATE OF LIABILITY INSURANCE DWNY DATE07/02/20232023(MM/Y) PRODUCER Phone: (509)475-6652 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Brightside Insurance Brokers, LLC HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 916 E Sprague Ave, #216 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Spokane Valley, WA 99206 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: The Hartford 11000 INSURER B: Idaho Central Spokane Valley Performing Arts Cntr(ICSVPAC) PO BOX 1368 Spokane Valley, WA 99037 INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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 CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD' TYPE OF INSURANCEPOLICY NUMBER U LICY EFFECTIVE TE IMM/DD/YYI POLICY EXPIRATIONIN� DATE 1MM/DD1YYI LIMITS GENERAL LIABILITY 62SBAAE2367 04/08/2023 04/08/2024 EACH OCCURRENCE $ 2,000,000 A X COMMERCIAL GENERAL LIABILITY DAMAGE RENTED PREM SESo a occurence $ 1 000 000 CLAIMS MADE OCCUR MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000, 000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 4,000,000 X POLICY 7 PRO- LOC JECT AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR F1 CLAIMS MADE $ DEDUCTIBLE $ RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OR YIT SLIMO TH- IT R T R ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ OFFICERIMEMBER EXCLUDED? Ii yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS The City of Spokane Valley as Additional Insured rI V LLJ CR The City of Spokane Valley 10808 E Sprague Ave Spokane Valley, WA 99206 ACORD 25 (2001/08) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Printed by MPT on 07/02/202V 08:OOPM © ACORD CORPORATION 1988 ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 04/08/2024 PRODUCER Phone:(509)475-6652 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Brightside Insurance,a Pacific Crest Services affiliate HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 9116 E Sprague Ave,#216 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Spokane Valley,WA 99206 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: The Hartford 11000 Idaho Central Spokane Valley Performing Arts Cntr(ICSVPAC) INSURER B: PO BOX 1368 INSURER C: Spokane Valley,WA 99037 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY 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 CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR INSRQ TYPE OF INSURANCE DATE(MM/DD/YY1 DATE IMM/DD(YYI GENERAL LIABILITY 52SBABA2M25 04/08/2024 04/08/2025 EACH OCCURRENCE $ 2.000,000 A X COMMERCIAL GENERAL LIABILITY DAMAGE RENTED PREMISES O(Ea occurence) $ 1.000,000 CLAIMS MADE OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4.000.000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 4.000.000 X POLICY PRO- JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR r CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND TORY LIMIT R EMPLOYERS'LIABILITY TMITS F ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS The City of Spokane Valley as Additional Insured CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL DAYS WRITTEN The City of Spokane Valley NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 10808 E Sprague Ave IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Spokane Valley, WA 99206 REPRESENTATIVES. AUTHORIZED RREEPRE ENN1TAtIVE / �[�� (MPT) ACORD 25(2001/08) Printed by MPT on 04/08/202 04:50PM ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25(2001/08) Printed by MPT on April 08,2024 at 04:50PM