24-082.00SpokaneValleyArtsCouncilAgreement 24-082.00
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, hereinafter "City" acting through the City Manager,
and the Spokane Valley Arts Council, hereinafter"SVAC" whose address is P.O. Box 141676, Spokane
Valley, WA 99214.
WHEREAS, 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, SVAC has been instrumental in identifying art 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 SVAC for use by SVAC to commission the above-mentioned
art projects, and has provided additional funds to permanently locate and display these sculptures once
donated to the City;and
WHEREAS, SVAC seeks to broaden its scope of art projects in addition to commissioning works of art to
donate to the City of Spokane Valley;and
WHEREAS, the City has traditionally allowed SVAC use of a City facility for the purpose of raising
funds to be used toward paying for commissioning or purchasing art projects for public enjoyment, a
practice the parties would like to continue into the future; and
WHEREAS,the City would like to have increased input into the process for selecting art projects.
In consideration of the following terms,conditions and covenants,the parties agree:
1. Purpose. This Agreement is intended to establish the terms under which the City and SVAC
will work together for the purpose of commissioning and displaying art projects in public spaces and to
memorialize the authorized use of City facilities for the benefit of the general public.
2. Effective Date and Duration. This Agreement shall be in effect from the date of
execution through December 31,2024.
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 SVAC once per calendar year for the purpose of fundraising to
help finance the purchase of art projects to be donated to the City and for subsequent
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placement on City property, and/or to raise money for student scholarships. Once a date has
been agreed to by CenterPlace, any requests by either party to change the date must be made
no less than ten months in advance.
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;
The City shall consider requests from SVAC for additional use of either the Great Room and/or
Fireside Lounge in association with SVAC's fundraising 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 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 be responsible for expenses directly related to permanently locating art projects
or reimburse reasonable expenses directly related to permanently locating art projects donated to
the City by SVAC upon presentation of an invoice to the City. The invoice shall include a
detailed description of the services and documentation showing proof of payment prior to the City
approving and providing reimbursement.
d. the City shall take possession of any art projects donated by SVAC following acceptance by
the City Council, with formal acceptance and possession effective at the time the art project is
delivered to the site previously identified by the City;
e. if the art project is being partially funded through the allocation of a City of Spokane Valley
grant funded project, SVAC shall follow the payment terms outlined in the City's grant
agreement. These terms may include that SVAC shall be responsible for showing that the City
funds were used for the purposes set forth in the grant proposal. Accordingly, the City shall not
reimburse any project related expenses until SVAC provides summary/cover sheet, a detailed
description of the services, goods, or other costs incurred and expended, as well as copies of the
invoices and receipts and proof of payment for which SVAC is requesting reimbursement as
required by the grant agreement.
City reserves the right to withhold payment of funds under this Agreement or to seek
reimbursement of City funds distributed under this Agreement which are determined in the
reasonable judgment of the City Manager or designee to be noncompliant with the scope of work
for the relevant art project.
f. The Parties, in the performance of this Agreement, agree to comply with all applicable federal,
state, and local laws, ordinances, and regulations. In any legal action arising out of this
Agreement, Washington law shall be applied to interpret,construe,and/or enforce the Agreement.
g.the City shall be solely responsible for and shall pay reasonable expenses directly related to the
maintenance and upkeep of art projects donated to and accepted by the City pursuant to this
Agreement;and
h. the City shall provide cabinet space areas near the front entrance to CenterPlace for SVAC to
display small art pieces on a rotational basis. Except as otherwise agreed, art shall be rotated at
least every three to five 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
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CenterPlace, and removal of any art piece during a rotation period shall require written
permission of 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 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. SVAC shall have the following obligations with
regard to this Agreement:
a. SVAC shall make reasonable efforts to obtain funding for art projects to donate to the City
from sources other than the City;
b. SVAC shall provide the City Council with a reasonable advance opportunity to provide input
on which art projects are chosen for donation to the City,recognizing that the ultimate decision to
accept or reject any proposed art project donation rests solely with the City Council. SVAC shall
provide City Council with a breakdown of costs associated with proposed art projects, which
includes the anticipated costs of installation. The City and SVAC shall work together to develop
and provide Council an estimated cost of installation. As such, it is to the mutual benefit of
SVAC and the City to have a common understanding of what is appropriate for display on City
property or other authorized site;
c. For multi-year projects, SVAC shall provide the City with periodic status updates to occur at
least once annually until the art project is completed and formally presented to the City.
Extensive time, effort, and expense goes into each art project, and appropriate time and
consideration should be used to identify where each will fit from a spatial standpoint, and where
each piece will 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 placing art projects at its location;and
d. SVAC shall communicate with the CenterPlace Coordinator and 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. 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.
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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.
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
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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.
This Agreement is made this 3 4-1144 day of AiRe i� , 2024.
Joh Hohman,City Manager
Att st:
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City Cler Marci Patterson
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Approved as to form:
the City ttorn
Spokane Valley Arts Council
By: /'� eiz 2
Its: ��es/ce. S/i)a,i-a -te 14-dy i 7- ,- d'aP(---,
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