Loading...
HomeMy WebLinkAboutContractAGREEMENT FOR ARTS & CULTURAL PROGRAMMING THIS AGREEMENT, dated for reference purposes only as September 1, 2023, is by and between the City of Renton (the “City”), a Washington municipal corporation, and CreNative Designz, LLC (“Consultant”), a Washington State Limited Liability Company. The City and the Consultant are referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1.Scope of Work: Consultant agrees to provide services to develop, manage, and operate a collaborative arts and culture space in downtown Renton, with a focus on creative economic innovation, small business incubation, and offering free interactive educational programming for all ages. as specified in Exhibit A, which is attached and incorporated herein and may hereinafter be referred to as the “Work.” 2.Changes in Scope of Work: The City, without invalidating this Agreement, may order changes to the Work consisting of additions, deletions or modifications. Any such changes to the Work shall be ordered by the City in writing and the Compensation shall be equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise mutually agreed by the Parties. 3.Time of Performance: Consultant shall commence performance of the Agreement pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later than December 31, 2024. Unless otherwise terminated, within three (3) to six (6) months prior to December 31, 2024, the City will assess progress for potential extension of this Agreement. Any extension or amendment to terms will comply with paragraph 19 .C of this Agreement. 4. Compensation: A. Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall not exceed $50,000.00. This amount covers expenses in the Scope of Work (Exhibit A) outlined in the Request for Proposals as detailed in Exhibit B, and includes any applicable state and local sales taxes. Compensation shall be paid based upon receipt of documentation for reimbursement of eligible expenses outlined in the Request for Proposals (Exhibit B). Except as specifically provided herein, the Consultant shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement. CAG-23-364 PAGE 2 OF 10 B.Method of Payment. Payments will be processed on a monthly basis. All invoices seeking reimbursement for eligible expenses, as outlined in Exhibit B of the Request for Proposals (RFP), must be submitted to the City no later than October 15, 2023, in order to be considered for payment. The Consultant shall submit a voucher or invoice in a form specified by the City. This documentation should include a description of the eligible expense along with supporting documentation confirming the payment of the expense. Payment shall be made by the City for Work performed within thirty (30) calendar days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Consultant’s reimbursement request does not meet the requirements of this Agreement, the Consultant will correct or modify its performance to comply with the Agreement. The City may withhold payment for expenses that do not meet the requirements of this Agreement. C.Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Consultant for failure of the Consultant to perform the Work or for any breach of this Agreement by the Consultant. D.Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5.Termination: A.The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten (10) calendar days’ notice to the Consultant in writing. In the event of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Consultant pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. B.In the event of termination of this Agreement by the City, the Consultant shall be entitled to receive payment for eligible expenses incurred up to the effective date of termination, minus any payments previously disbursed. If the City terminates the Agreement after partial fulfillment of costs related to eligible expenses for which a predetermined compensation is established, the City shall provide the Consultant with a reasonable portion of the predetermined compensation. This provision shall not preclude the City from pursuing any legal remedies available for breaches or failures to perform under this Agreement. Any charges owed to the City shall be subtracted from the final payment due to the Consultant. The City shall not PAGE 3 OF 10 remunerate any expenses incurred or activities undertaken subsequent to the effective date of termination, unless expressly authorized in writing by the City in advance. C.If the City terminsates this Agreement, Consultant shall return City property to City employees and cease all occupation and/or use of the facility not later than the date of termination. 6.Warranties And Right To Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards and laws. Compliance with professional standards includes, as applicable, performing the Work in compliance with applicable City standards or guidelines (e.g. design criteria and Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall certify engineering plans, specifications, plats, and reports, as applicable, pursuant to RCW 18.43.070. Consultant further represents and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Consultant and free from any intellectual property encumbrance which would restrict the City from using the work product. Consultant grants to the City a non-exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement. The City’s or other’s adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the Consultant. The provisions of this section shall survive the expiration or termination of this Agreement. 7.Record Maintenance: The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Consultant agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 8.Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Consultant shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it PAGE 4 OF 10 may, at Consultant’s own expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which Consultant has responsive records and for which Consultant has withheld records or information contained therein, or not provided them to the City in a timely manner. Consultant shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Independent Contractor Relationship: A.The Consultant is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Consultant and the City during the period of the Work shall be that of an independent contractor, not employee. The Consultant, not the City, shall have the power to control and direct the details, manner or means of Work. Specifically, but not by means of limitation, the Consultant shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Consultant shall retain the right to designate the means of performing the Work covered by this agreement, and the Consultant shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Consultant is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B.The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Consultant or any employee of the Consultant. C.If the Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees to notify the City and complete any required form if the Consultant retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Consultant’s failure to do so. 10.Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the Consultant in its performance of this PAGE 5 OF 10 Agreement or a breach of this Agreement by Consultant, except for that portion of the claims caused by the City’s sole negligence. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate…) 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 the Consultant and the City, its officers, officials, employees and volunteers, Consultant’s liability shall be only to the extent of Consultant’s negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Consultant’s waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 11.Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City’s Code of Ethics and state law, the Consultant shall not give a gift of any kind to City employees or officials. Consultant also confirms that Consultant does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Consultant, negotiating or administering this Agreement, or evaluating the Consultant’s performance of the Work. 12.City of Renton Business License: Unless exempted by the Renton Municipal Code, Consultant shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: https://www.rentonwa.gov/Tax Information regarding State business licensing requirements can be found at: https://dor.wa.gov/doing-business/register-my-business 13. Insurance: Consultant shall secure and maintain: A.Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. PAGE 6 OF 10 B.In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care. C.Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. D.Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Consultant’s vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes. E.Consultant shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City’s insurance policies shall not be a source for payment of any Consultant liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Consultant to the coverage provided by such insurance or otherwise limit the City’s recourse to any remedy available at law or in equity. F.Subject to the City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. G.Consultant shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 14.Delays: Consultant is not responsible for delays caused by factors beyond the Consultant’s reasonable control. When such delays beyond the Consultant’s reasonable control occur, the City agrees the Consultant is not responsible for damages, nor shall the Consultant be deemed to be in default of the Agreement. 15.Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 16.Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, PAGE 7 OF 10 EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON Jessie Kotarski 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-7271 jkotarski@rentonwa.gov CONSULTANT Thomas Segundo 7545 S 135th St Seattle, WA 98178 Phone: (206) 380-8010 tsegundo29@gmail.com 17.Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows: A.Consultant, and Consultant’s agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. B.The Consultant will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C.If the Consultant fails to comply with any of this Agreement’s non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D.The Consultant is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 18.Miscellaneous: The parties hereby acknowledge: PAGE 8 OF 10 A.The City is not responsible to train or provide training for Consultant. B.Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. C.Consultant shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. D.In the event special training, licensing, or certification is required for Consultant to provide Work he/she will acquire or maintain such at his/her own expense and, if Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform the Work, said employee/sub-contractor/assignee will acquire and or maintain such training, licensing, or certification. E.This is a non-exclusive agreement and Consultant is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. F.Consultant is responsible for his/her own insurance, including, but not limited to health insurance. G.Consultant is responsible for his/her own Worker’s Compensation coverage as well as that for any persons employed by the Consultant. 19.Other Provisions: A.Approval Authority. Each individual executing this Agreement on behalf of the City and Consultant represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Consultant. B.General Administration and Management. The City’s project manager is Jessie Kotarski, Economic Development Manager. In providing Work, Consultant shall coordinate with the City’s contract manager or his/her designee. C.Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Consultant proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Consultant prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the PAGE 9 OF 10 body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E.Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Consultant and all of the Consultant’s employees shall perform the Work in accordance with all applicable federal, state, county and city laws, codes and ordinances. F.Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G.Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. Consultant hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Consultant is a foreign corporation not registered with the State of Washington. H.Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I.Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J.Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Work is essential to the Consultant’s performance of this Agreement. K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. L.Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors, as.signs., and legal representatives of such other party with respect to all covenants of the Agreement. M.Waivers. All waivers shall be in writing and signed by the waiving party. Either party's faifure to enforce any provision of this Agreement shalf not be a waiver and shall not prevent either the City or Consultant from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be de-emed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. N.Cou nterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date la t signed by the Parties below. CITY OF RENTON By: -----------Hon. Armondo Pavone Mayor Date Attest Jason A. Seth City Oerk Approved as to Legal Form By: ---------- M.Patrice Kent Sr . Assistant City Attorney COrltl'.C.t TefrlPl•tt Updmd S/21/l(lll (h/contr.u:r/20Z3/l734) PA« lOOF 10 CONSULTANT By:�� Thomas Segundo Crenative Designz Date Approved by Patrice Kent via 9/13/2023 email 10-5-2023 EXHIBIT A: Page 1 of 2 EXHIBIT A Scope of Work Facility Space Use: CreNative Designz will have access to, and temporary use through end of contract period, of commercial space at the City Center Parking Garage (located at 655 S 2nd St, Renton, WA 98057) for all purposes outlined in the RFP (Exhibit B of the Agreement) and described in theirproposal.Refer to Exhibit B for the current floor plans of the commercial space situated on the western side of the first floor within the City Center Parking Garage and the area that CreNative Designz will use for commercial space, storage, and shared spaces. Designated Hours: Beginning on September 1, 2023, CreNative Designz will have use of the commercial space located on the West side of the City Center Parking Garage for programming and meetings, as described in the scope of services discussed and planned with City Economic Development staff and outlined below under “program details” Conditions of Use of Commercial Space: CreNative Designz will provide and utilize their own computers and will be responsible for keeping the space in a clean, orderly condition. Keys for the building will be distributed by City Economic Development staff. If the City elects to terminate this agreement, CreNative Designz agrees to return all keys and other City property to City employees and cease all occupation and/or use of the facility prior to the date of termination. As part of a partnership with the City Economic Development Division and the Renton Municipal Arts Commission, the following expectations have been established for the CreNative Designz programs: 1. Free Programming: It is anticipated that a certain number of community members, as discussed and planned with City Economic Development staff, will have access to these programs at no cost for each event. 2. Low-Cost Programming: Additionally, a range of minimum to maximum fees or a specific low- cost structure will be implemented to make the programs affordable for community members who are interested in attending. 3. Public Accessibility: The facilities associated with these programs will be open to the public, ensuring that community members can take advantage of the offerings and engage with the artistic experiences provided. By incorporating these expectations, the aim is to foster inclusivity and enable a broader range of community members to participate in the programs while also ensuring the accessibility of the facilities through the partnership with the Renton Municipal Arts Commission. Program Details: EXHIBIT A: Page 2 of 2 CreNative Designz will utilize the commercial space on the west side of the City Center Parking Garage as described in Exhibit B to the Agreement to provide community programs. The CreNative Designz will collaborate closely with the City of Renton staff to establish a shared calendar that will be utilized to schedule community events throughout the year. This calendar will specifically pertain to the usage of the commercial space located within the City Center Parking Garage. By working together, both the artist/art organization and the City of Renton staff will coordinate and plan these events, ensuring effective utilization of the space and promoting a diverse range of community-oriented activities. Consultant will provide, at a minimum, the programming and deliverables noted in the Table below: PROGRAM DESCRIPTION GRANT DELIVERABLES TIMEFRAME Provide free culturally relevant workshops/programming to the community. These workshops will be led by myself and other local Na�ve/Indigenous ar�sts. 1. Drum making classes open to the community on a 1st come, 1st serve basis. Each class would have no more than 10 par�cipants ages 12-18(space limited) 2. Tradi�onal formline art classes for 10-15 youth par�cipants ages 8-18 3. Children’s book readings and ac�vity for 10-15 par�cipants(preschool thru elementary) Beginning Nov 2023. I will hold one free workshop every 1st Saturday of the month. Provide free mee�ng space for Renton School District Na�ve Educa�on Program Na�ve American Educa�on Program high school club mee�ngs can be held here. I can host smaller groups to come and learn about local Na�ve American Year round, as needed/scheduled Holiday Vendor art markets Invite local Na�ve ar�sts/vendors to sell their authen�c, hand-made goods. Event will be open to the public, limited capacity at a �me. November and December Children’s Book Reading(Culturally relevant) Contract local Indigenous ar�st/authors to read children’s book and do interac�ve ac�vi�es with 10-15 kids ages 5-12. TBD Highlight local ar�sts to showcase their art on a monthly basis/contract. I will hold an evening art Exhibit/showcase to highlight 1 local ar�st. This will be open to the public during normal business hours. These would also include ar�st talks that gives the ar�st a chance to talk about their art and let other’s know who they are. TBD Resource center for ar�st, ar�st calls, and art business development Provide resources to local indigenous ar�sts(art commissions, ar�st calls etc), highlight and promote ar�st call outs for the City of Renton through flyers, and/or social media. Year round 2023 RFP: Renton Arts Incubation Space Pilot Project Page 1 of 6 Request for Proposals Pilot Project: Development, Operation, and Management of a Renton Arts Incubation Space A Collaborative Opportunity SUMMARY: Based on grant funding from the Port of Seattle, the City of Renton (“City”) is seeking proposals from community and/or cultural organizations operating within King County and with ties or interest to support the arts and culture of the City. Proposals will be accepted by individuals, organizations, or teams partnering for the proposal ("Applicant(s)"); ideally Applicant(s) will be located within the City. Proposals will describe the organization(s) plans and experience to develop, manage, and operate a pilot program for a collaborative arts and culture space in downtown Renton with a vision to include creative economic innovation and incubation of new or growing artistic and cultural small businesses in an inclusive manner. The expected location is an approximately 585 square foot space on the ground floor of the City-owned parking garage located at 655 South 2nd Street, which the City will provide for the pilot project with no rental or utility charges through the end of 2024. As currently configured, the space includes a built-in kitchenette, private office, storage closet, and restroom. The City anticipates providing some tenant- directed improvements which are described below. The City will hold a site visit for potential proposing organizations to view the space on Tuesday May 9, 2023 between 10:00 a.m. and 2:00 p.m. There will also be a Civic Core Open House for all members of the public on June 6, 2023. OBJECTIVES: The City intends to choose Applicant(s) with the capacity to successfully establish an arts and cultural hub in the first floor of the City Center Parking Garage. Program goals include: 1.Maximizing the space as a community engagement resource through programming and events. 2.Promoting Renton as a place for artistic and cultural opportunities. 3.Using the space in a manner that is compatible with other ongoing economic development and revitalization programs in downtown Renton. Safeguarding the City’s capital investment in the building. PROJECT SPACE DETAILS: The space allocated for the program is indicated in Exhibit A. Situated next to the City Center transit center and behind Piazza Park, the City-owned facility located at 655 S 2nd Street, is in the heart of downtown and envisaged as an anchor to the development of a cultural hub. This approximately 585 square foot space has a built-in kitchenette, private office, EXHIBIT B: CreNative Designz EXHIBIT B: Page 1 of 30 2023 RFP: Renton Arts Incubation Space Pilot Project Page 2 of 6 bathroom, and storage closet. Applicant(s) will provide all necessary furnishings; any changes to the space are required to be temporary in nature, and not structural. BUDGET/FUNDING: The City has received grant funding (see Exhibit B) for the successful Applicant(s) to receive up to $50,000 for the development, operations, and management of a Cultural Arts Space. No additional financial support has been allocated by the City. A successful proposal will describe how the organization plans to secure additional funding from other sources to continue its operations beyond the startup period. The funding can be used to support staff, purchase equipment not covered by the City in the build out (such as items listed in section above), for operations of the space, program funding or as matching funds for other grants to assist with capacity building and growth of the selected program. RESPONSIBILITIES AND DUTIES OF APPLICANT: The City intend to choose a qualified Applicant(s) with the experience, infrastructure, and capacity to operate, manage, promote, and maintain a program for the community, consistent with the City’s goals to launch a vibrant new arts and cultural space on the first floor of the City Center Parking Garage. The City was awarded a grant to meet, or make progress toward, the following goals: 1.Maximize the space as a community engagement resource through the programming of diverse arts and educational events, along with offering a variety of cultural forums. 2.Promote the City of Renton as a place for arts opportunities, reaffirming it as a hub of cultural activity that specializes in presenting the diverse cultural traditions of the Renton community. 3.Activate the space as an anchor and catalyst for economic development and revitalization in downtown Renton. 4.Utilize the space for community celebrations and gatherings to facilitate cultural connection, and to ensure that fair and equitable access is provided to artists and community-based organizations that focus on engagement, partnership, equity, racial justice and delivering high- quality, culturally sensitive programming to the public at affordable rates and ticket fees. Applications for use of the space, and criteria for acceptance, will be developed by the Applicant(s) in coordination with the City. 5.Open the space to provide a meeting location for local artists, while anchoring and nurturing established and emerging local arts and service organizations with a primary focus on the communities in Renton. 6.Support a creative center for diverse cultural talent reflective of the surrounding community, through presentations and youth training programs. 7.Safeguard the City’s capital investment by ensuring the building, and equipment are safe, clean, consistently and regularly updated so that the facility will continue to be an asset for the City. The selected Applicant(s) will develop, manage, and operate the pilot program in compliance with all applicable local, state, and federal requirements, including but not limited to ADA and anti- discrimination rules and regulations. The selected Applicant(s) should describe how it intends to work with City and other local organizations to foster professional art mentoring services and resources designed to support community and youth opportunities, job training and creation, and creative entrepreneurship. SITE VISIT: To inform details of your proposal, including submissions of site/facility drawings, a visit to the proposed location will be available to interested organizations Tuesday May 9, 2023. A City staff person will be available during the hours of 10:00 am and 2:00 pm. EXHIBIT B: Page 2 of 30 2023 RFP: Renton Arts Incubation Space Pilot Project Page 3 of 6 PROPOSAL REQUIREMENTS: The proposal must contain all of the information requested below. 1.Applicant(s) team’s experience, including a resume for each member of the management or operational team. 2.Organization or individual background a.Vision and Mission Statements b.History and Leadership structure c.Community(ies) currently serving 3.A complete written proposal of vision and costs associated with a pilot program addressing the following: a.Do you currently operate a program (in Renton or elsewhere), or are you hoping to develop one? b.What is your vision and 2-year plan to activate this pilot program? i.What exactly do you see happening in the space? ii.What needs would this space meet for you and the community? iii.How often will it be active, open, and engaging to the public? iv.What is your plan for maintaining the space (cleaning, upkeep, etc.)? v.Within the goals outlined above, what is your vision and plan for this Renton Arts & Cultural space? vi.What are the individual costs for each part of your plan? 4.A financial plan describing the estimated costs of the activities described above and how the applicant intends to secure additional funding for those activities and ongoing operations beyond December 2023. This should include a description of the applicant/team’s experience securing similar financing for other projects. CONTRACT TERMS AND CONDITIONS: Upon selection of Operator/Manager, a Contract for Services will be entered into by the City and the Operator/Manager. The contract will be substantially the same as the example Professional Services Agreement in Exhibit C, through execution of the Agreement through December 31, 2024.Any follow-on relationship will be subject to a new Agreement. SUBMISSIONS: The City will only accept electronic proposals, including any drawings, which must be submitted in .pdf or .com format Jessie Kotarski, Economic Development Manager, at jkotarski@rentonwa.gov, no later than 5:00 pm June 9, 2023. PROPOSAL EVALUATION AND SELECTION: The City reserves the right to reject late or incomplete proposals. The City will review all proposals for completeness and compliance with the terms and conditions contained in this document. The City reserves the right to reject any or all proposals, or to award a contract based upon available budget. Contractors submitting proposals in response to this RFP will be given written notification of the results of the selection process. Any requests for additional information that may be needed for the preparation of a proposal should be directed to jkotarski@rentonwa.gov. EXHIBIT B: Page 3 of 30 2023 RFP: Renton Arts Incubation Space Pilot Project Page 4 of 6 Exhibit A Current Floor Plans for the Arts & Culture Space EXHIBIT B: Page 4 of 30 Current Floor PlanEXHIBIT B: Page 5 of 30 2023 RFP: Renton Arts Incubation Space Pilot Project Page 5 of 6 Exhibit B Agency Agreement (Port of Seattle Grant) EXHIBIT B: Page 6 of 30 Fort of Seattle CAG-22-158 ECONOMIC DEVELOPMENT PARTNERSHIP AGREEMENT BETWEEN THE PORT OF SEATTLE AND CITY OF RENTON S-00321067 This Economic Development Partnership Agreement (the "Agreement") is made by and between the Port of Seattle (the "Port") and the City of Renton ("Agency"), both municipal corporations of the State of Washington (each, a "Party" or, collectively, the "Parties"). RECITALS WHEREAS, engaging in the promotion of economic development is a recognized Port purpose authorized under RCW 53. 08.245; and WHEREAS, RCW 35.21.703 similarly authorizes cities to engage in economic development programs; and WHEREAS, RCW 53.08.240(2) permits the Port to contract with another municipality to perform such undertakings each is authorized to perform; and WHEREAS, the Port Commission of the Port of Seattle established the Economic Development Partnership Program (the "Program"), to advance the Port' s Century Agenda, promote a dramatic growth agenda, support the creation of middle class jobs and help address the lack of economic development funding for local projects; and WHEREAS, grant funding across the region is very limited for cities that want to pursue economic development projects or initiatives, and Washington State has not had an economic development grant program for over 20 years; and WHEREAS, the Program will provide 38 King County cities per capita funding to advance local economic development throughout the region, and requires a 50% local match by the cities that receive the grants; and WHEREAS, the Program will help the Port advance regional economic vitality through focused partnerships with King County cities; and WHEREAS, the Program will make grants to cities that pursue programs and projects that stimulate business development, job creation and community revitalization, such as small business development, industry retention and expansion, and other economic development projects that support new investment and job creation; NOW, THEREFORE the parties agree as follows: 1. Purpose. The purpose of this Agreement is to establish a contractual arrangement under which the Port will pay the Agency Program funds in the amount set forth on Section 2 solely for the purpose of carrying out the local initiative described in Exhibit A, attached and incorporated hereto by this reference S-00321067 City of Renton Page 1 of 13 EXHIBIT B: Page 7 of 30 the "Project"). This Agreement shall be interpreted in furtherance of this purpose. 2. Responsibilities of the Port. The Port shall contribute One Hundred Twenty Thousand and 00/100 Dollars ($120,000.00) (the "Grant Funds") to assist the Agency in funding the Project. The Port shall disburse the Grant Funds to the Agency no later than thirty (30) days after receipt of a complete and correct invoice(s) detailing those Project deliverables completed in accordance with Exhibit A. 3. Responsibilities of the Agency. 3.1 The Agency shall contribute local funds equivalent to at least fifty percent (50%) of the Grant Funds towards the Project. 3.2 The Agency may contract with local non -profits to complete the Project or elements of the Project; provided, that the Port shall not, under any circumstance, disburse the Grant Funds to any of the Agency's contractors or subcontractors. 3.3 The Agency shall complete the Project no later than December 31, 2023 3.4 The Agency shall provide a complete and correct invoice(s) detailing those Project deliverables completed in accordance with Exhibit A no later than December 31, 2023 4. Term. This Agreement shall be become effective as of the date the Port executes this Agreement and shall terminate on December 31, 2023, unless earlier terminated under another provision of this Agreement. 5. Termination for Convenience. The Port may terminate this Agreement at any time for any reason, by giving the Agency thirty (30) days' written notice. In the event the Agency has completed any portion of the Project by the time it receives the Port's notice of termination, the Port shall pay the Agency the percentage of the Grant Funds attributable to the Agency's completed portion of the Project. 6. Termination for Default. Except in the case of delay or failure resulting from circumstances beyond the control and without the fault or negligence of the Agency, the Port shall be entitled, by written or oral notice to the Agency, to terminate Agreement for breach of any of the terms and to have all other rights against the Agency by reason of the Agency's breach as provided by law. 7. Waiver. Failure at any time of the Port to enforce any provision of this Agreement shall not constitute a waiver of such provision or prejudice the right of the Port to enforce such provision at any subsequent time. No term or condition of this Agreement shall be held to be waived, modified or deleted except by a written amendment signed by the Parties 8. Partial Invalidity. If any provision of this Agreement is or becomes void or unenforceable by force or operation of law, all other provisions hereof shall remain valid and enforceable. 9. Indemnification and Hold Harmless Agreement. The Agency shall defend, indemnify, and hold harmless the Port, its Commissioners, officers, employees, and agents (hereafter, collectively, the "Port") from all liability, claims, damages, losses, and expenses (including, but not limited to attorneys' and consultants' fees and other expenses of litigation or arbitration) arising out of or related to the fulfillment of this Agreement; provided, however, if and to the extent that this Agreement is construed to be relative to the construction, alternation, repair, addition to, subtraction from, improvement to, or maintenance of, any building, highway, road, railroad, excavation, or other structure, project, development, or improvement attached to real estate, including moving or demolition in connection therewith, and therefore subject to Section 4.24.115 of the Revised Code of Washington, it is agreed thatwhere such liability, claim, damage, loss or expense arises from the concurrent negligence of (i) the Port, and (ii) the Agency, its agents, or its employees, it is expressly agreed that the Agency's obligations of indemnity under this paragraph shall be effective only to the extent of the Agency's negligence. Such obligations shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any person or entity described in this paragraph. This paragraph shall not be construed so as to require the Agency to defend, indemnify, or hold harmless the Port from such claims, damages, losses or expenses 5-00321067 City of Renton Page 2 of 13 EXHIBIT B: Page 8 of 30 caused by or resulting from the sole negligence of the Port. In any and all claims against the Port, by any employee of the Agency, its agent, anyone directly or indirectly employed by either of them, or anyone for whose acts any of them may be liable, the indemnification obligation of this paragraph shall not be limited in any way by any limitation on the amount or type of damage$ compensation benefits payable by or for the Agency, or other person under applicable industrial insurance laws (including, but not limited to Title 51 of the Revised Code of Washington), it being clearly agreed and understood by the Parties hereto that the Agency expressly waives any immunity the Agency might have had under such laws. By executing this Agreement, the Agency acknowledges that the foregoing waiver has been mutually negotiated by the parties. The Agency shall pay all attorneys' fees and expenses incurred by the Port in establishing and enforcing the Port's right under this paragraph, whether or not suit was instituted. 10. Comply with All Laws. The Agency shall at all times comply with all federal, state and local laws, ordinances and regulations, including but not limited to all environmental laws, which in any manner apply to the performance of this Agreement. 11. Inteoration. This Agreement, together with the attached Exhibit A, constitutes the entire agreement between the Parties and unless modified in writing by an amendment executed by the Parties, shall be implemented only as described herein. 12. Governina Law and Venue. This Agreement shall be governed by the laws of the State of Washington. Any action arising out of this Agreement shall be brought in King County. 13. No Employment Relationship Created, The Parties agree that nothing in this Agreement shall be construed to create an employment relationship between the Agency and the Port. 14. No Entity Created. The Parties agree that nothing in this Agreement shall be construed to create a joint entity between the Agency and the Port. 15. Notices. Notices to the Port shall be sent to: Port of Seattle Economic Development Division P. O. Box 1209 Seattle, WA 98111 Notices to the Agency shall be sent to: City of Renton 1055 S Grady Way Renton WA 98057 S-00321067 City of Renton Page 3 of 13 EXHIBIT B: Page 9 of 30 16. Audits and Retention of Records. The Agency in and make all books, records and documents (the Records") relating to the performance of this Agreement open to inspection or audit by representatives of the Port or Washington State during the term of this Agreement and for a period of not less than six (6) years after termination of the Agreement; provided, that if any litigation, claim or audit arising out of, in connection with or related to this Agreement is initiated, the Agency shall retain such Records until the later of a) resolution or completion of litigation claim or audit; or (b) six (6) years after the termination of this Agreement. 17. Amendment. This Agreement may only be amended by written agreement of the Parties. 18. Dispute Resolution. The Parties shall use their best. good faith efforts to cooperatively resolve disputes that arise in connection with this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this agreement as of the date first set forth above. PORT OF SEATTLE By: Colby Wattling Buyer III 1- - - Signature Dated CITY OF RENTON By. Mayor Armando Pavone 5/11/2022 Dated ATTEST: Jason A. Seth, City Clerk It If I I pF R N,ro.V vco; PiARA`%,.`"``` 5-00321067 City of Renton Page 4 of 13 EXHIBIT B: Page 10 of 30 EXHIBIT A 1. Project Description: Summarize the project(s) you plan to implement and explain how project(s) address COVID-19 economic issues in your city. Include a brief description of the project goal(s) and summary of COVID-19 economic impacts being addressed. In the aftermath of the COVID-19 pandemic, the role of cultural and creative industries in our lives and in recovery efforts, has become increasingly evident. A well -developed creative economy supports employment, socioeconomic development, innovation, and cultural preservation within our region. Along with cultural and creative economies, the tourism industry and small business communities have been the sectors hit the hardest by the pandemic. With support from the Port, the City of Renton will focus the 2022-2023 projects on the integration of the arts and culture sector into the processes of community recovery and development with an emphasis on small business support and tourism development. The following projects are intended to focus recovery efforts to mitigate the negative impacts from the economic downturn and serve to jumpstart the local recovery process: Tourism Development - Promote Renton as a destination for tourism, recreation, business opportunity and investment using geolocation technology to determine who visits Renton, where they are coming from and what is driving their visit (i.e., restaurants, hotels, events, parks). Geolocation services provide valuable insights on who's visiting, where they visit, whether they stay overnight and if so, how long they stay. Collected data provides the opportunities to retarget those visitors to return to Renton. The project will use the data collected through geolocation to create a targeted marketing campaign that resonates with an audience already engaged and illustrating a high likelihood of returning to the area and sharing their experience within their networks. A marketing campaign based on data collected through geolocation technology has the ability to create targeted promotions for events that resonate with an audience outside the state. The campaign will reach a targeted audience of potential visitors from outside of Washington state using geolocation behaviors, serving them ads and then tracking those who interacted with the ads into market and/or paid lodging in Renton to calculate return on investment. Ad campaigns will promote multi -cultural events and celebrations of song, dance, food and music from the rich communities that have earned Renton the designation as one of the most ethnically diverse cities in the United States. Small Business Assistance - through direct service to eastside businesses in response to the economic crisis caused by COVID-19. Expanding on the recovery efforts of the eastside City partners, the Startup425 program initiative will continue to provide general business support services and creative solutions for businesses struggling to regain stability following the negative impacts of COVID-19. Recovery efforts require both local and regional efforts to build a pathway for prosperity in our community and in response to the COVID-19 economic crisis. The Startup425 program offers a platform for collaborative efforts between the eastside cities and remains a priority in Renton. The City of Kirkland will continue to serve as program administrator for an additional year through year-end 2022. In 2022 and 2023, the focus will remain on providing programs and training to advance economic recovery and resiliency for those businesses most negatively impacted by the COVID-19 pandemic. Small Business Assistance/Promotion - Promote Renton as a center for arts and culture while generating campaign tools to assist the small business community with their marketing efforts through a film competition. Working in partnership with the Renton Municipal Arts Commission and REEL Renton, the City will host a filmmaking challenge designed to support local filmmakers and create short promotional videos to highlight local businesses and build a name for Renton as a leader in the film industry. Filmmakers will have 50 hours to write, shoot, edit and turn in a film up to four minutes in length. The film must be shot entirely in Renton. Filmmakers will be assigned a local small business at the beginning of the competition to showcase in their production. The resulting films will be screened at the Renton Civic Theatre. The top films will receive an award and be presented at the Seattle Film Summit held in Renton in September 2022. All submitted films will be available online and used in promotional materials to highlight the arts and small business environment in Renton. Small Business Assistance/Relief — Activate a creative hub with local artists and art programming and create a toolkit with resources and testimonials about the creative economy in Renton, including links for how to get involved. Economic recovery relies on the ability of creative workers to recuperate after so much of the sector's loss resulting from the pandemic. Many artists, especially those operating out of their homes, are isolated, and 5-00321067 City of Renton Page 5 of 13 EXHIBIT B: Page 11 of 30 lack access to resources necessary to safeguard or adapt their business models to shifting consumer habits. The lack of affordable working space for artists presents challenges to the development and continued support of a robust local arts and culture tourism industry. The City will conduct a feasibility study and implement plans to establish an art and culture coworking space at one of two city -owned facilities downtown. The facility will serve as a free or low-cost space for artist studio and gallery space and offer programming designed to foster professional art mentoring services and resources designed to nurture artists' business abilities. The City will work with the Renton Municipal Arts Commission to provide programming and review applications from local artists for use of the studio and gallery space. The arts and culture center will serve to create more interconnected creative networks and support of a robust local arts and culture tourism industry. Small Business Assistance — Build on the development of downtown Renton through a MainStreet challenge designed to foster the growth of startup businesses in the community and generate additional retail occupancy in the heart of the city. The Challenge is an entrepreneurial start-up competition which will take place over a period of approximately 6 months and provide a means by which local or regional merchants can advance their desire to expand or open a new business downtown. The challenge offers incentive package(s) for retail businesses or restaurants to locate in downtown Renton no later than Fall 2023. The purpose is to foster economic development by encouraging additional retail occupancy in downtown Renton and provides a means by which small businesses can advance their desire to expand or open a brick -and -mortar location. Each winner will receive an incentive package with a value of $5,000or more in financial assistance over a twelve-month period. Additional in -kind professional services will be made available by local businesses which may include accounting, advertising, architectural, banking, legal, signage, social media and search engine training, and website design services. The challenge serves to: o recruit existing businesses to locate in the downtown core in order diversify the mix of offerings in Renton. o Showcase and market existing available properties in the downtown area. o Provide entrepreneurial businesses with financial assistance to launch their concepts. o Identify and connect with startups or home -based businesses to provide resources. o Create positive buzz and promotion for Downtown Renton. o Drive consumer traffic to Renton's Downtown Historic Corridor o Create opportunities for new long-term property leases in Downtown Renton o Generate ideas, leads, and insights to aid efforts to support job creation and revenue growth. The incentive packages are designed to help defray the costs of opening a brick -and -mortar business in the City of Renton and provide support through business mentoring, marketing support and workforce development. The program is a collaboration between the Renton Downtown Partnership, Renton Chamber of Commerce, and participating property owners downtown. 2. Project Scope of Work: Outline project title or components, economic impacts of COVID-19 the project is addressing, project goals, project deliverables, and metrics (measurable outcomes) using the table below. View Appendix B for sample metrics, measures of success, and data sources. The table is used in the agreement between the Port of Seattle and each city. S-00321067 City of Renton Page 6 of 13 EXHIBIT B: Page 12 of 30 Project Category: Tourism Promotion Promote Renton as a destination for tourism, ecreation, Business opportunity and nvestment using the latest technologies April 2022 — November 2023 Geofence Renton hotels, attractions, high- visitation/event areas, the city of Renton itself and SEA International Airport Develop a geolocation-based marketing campaign using collected data for an event or brand campaign) Target those who've visited in the past 3 years, encourage them to bring a friend and stay overnight Create campaign concepts Develop creative assets for campaign; include Port of Seattle logo Using the geolocation platform, deliver digital ads to reach a targeted audience of potential visitors from outside Washington state using geolocation behaviors Combine geolocation data with geolocation digital marketing results to track those who interacted with the ads and then visited and/or stayed in paid lodging in Renton to calculate return on investment Number of visitors from outside of Washington state Top locations of origin Top visitor attractions Top visitor events Top attractions by type (parks, dining, events, entertainment, etc.) I Number of overnight stays I Average length of stay Most popular daysto visit Identify opportunities in previously inaccessible niches, such as cultural events, marinas, parks, etc. j Metrics from promotional activities (advertising, social media, etc.). S-00321067 City of Renton Page 7 of 13 EXHIBIT B: Page 13 of 30 Project Category: Small Business Support Responded to the COVID-19 crisis by providing tools, classes, workshops for regional businesses to aid in the economic recovery for small businesses i April 2022 — November 2023 Deliver a Spring Foundations Series of workshops for entrepreneurs & startups. Deliver a Fall Foundations Series of workshops for entrepreneurs & startups. Market the program to support identification, screening, and selection of businesses in Renton who could benefit from participation in the program. Provide one-on-one technical support services to start-ups, entrepreneurs, and small businesses identified through the program. Increase outreach efforts to increase knowledge and awareness of ongoing services available to aid Renton entrepreneurs and small business in regional recovery. Maintain log of business assistance provided. Survey those assisted through workshops. Number of businesses contacted with information about the program. i Number of businesses participating in the Foundation series classes. Number of businesses receiving one-on- one support from the Economic Development office in Renton following a referral from the program Number of businesses receiving assistance/connecti on to resources because of the program. Number of new businesses opening in Renton because of participation in the program. Program report with evaluation of business assistance provided through surveys collected from workshop participants Seat full complement of participating businesses Evaluation of businesses needs Evaluation of metrics including quantity, sector, and type of assistance rendered Evaluation of website metrics Evaluation of outreach and communications efforts 5-00321067 City of Renton Page 8 of 13 EXHIBIT B: Page 14 of 30 Support local film industry; Provide marketing support for small businesses; promote Renton as a center for Arts & Culture April 2022 — November 2023 two film competition events over the two year period) Create promotional videos to highlight small businesses in Renton. The competition will be announced through a call for artists/filmmakers that will be distributed to artists, arts organizations and artist networks based locally and nation-wide. The competition will be held in Renton in the summer of 2022. Films will feature local businesses and be used as promotional material made available to the businesses following the competition and highlighted in the Renton Community Marketing Campaign through and made available on Visitrentonwa.com, whyrenton.com and rentondowntown.com. The films will be integrated into the paid social campaigns ran through the Renton Community Marketing Campaigns and targeting a fly -in audience. The films will be screened at the Renton Civic Theatre for public viewing at special event designed to draw residents, tourist and film lovers to downtown Renton. Number of filmmakers participating in the competition and making connection with and receiving information from the Renton Municipal Arts Commission. Number of short films created to promote small businesses in Renton. Metrics from promotional activities (advertising for the competition, marketing of the screening event). Number of local artists Number of films participating in the film produced. challenge. Number of small businesses highlighted in the produced films. Number of attendees at the screening (attending the event in downtown Renton). Post -event feedback from artists, residents, and businesses. Attendance figures as available from event partners screenings at Civic Theatre, awards event at Seattle Film Summit). Number of attendees at the screening event. Number of artists engaging in the film competition and connecting with the Arts Commission for resources to grow their business in Renton. S-00321067 City of Renton Page 9 of 13 EXHIBIT B: Page 15 of 30 Support creative workforce through the creation of an Arts Business Incubator; promote Renton as a center for Arts & Culture April 2022 — • Contract with a November design/build company 2023 with an understanding of the arts & culture sector to create a plan to launch an arts center in downtown Renton. Make contact with local artists to survey current needs (and identify resources and solutions that can be addressed in the creation of the art & culture co -workspace) Implement changes recommended by the Design team to the building out the space to serve as an incubator for artists and center for arts programming and business mentoring. Create marketing toolkit to promote the space that includes resources and testimonials about participating in the creative economy in Renton. Open an application for artists to utilize the space at low or no cost. Partner with local arts organizations to offer programming and connect with artists around the region including, but not limited to Allied Arts of Renton, SoCoCulture, 4 Culture, Artist Trust). Activate creative co - workspace in downtown Renton by Spring 2023. Number of local Report summarizing I artists contacted findings of 2022- about the program 2023Creative Co - and space. workspace. Number of local Promotional materials artists contacted and created for the co - subscribed to the workspace and toolkit for city's artists' roster. Arts & Culture in Renton. Number of local Recommendations for artists utilizing the supporting the growth of co -work space (as the creative economy in studio space, or to Renton. host programming). Number of local -Number of artists artists receiving contacted and receiving assistance. information about the arts culture space. Number of artists connected with the Renton Municipal Arts Commission as a result of the project. Number of artists responding to the call for participants. Number of artists connected with resources to help growthier art business. Number of artists operating out of the space. Number of support partners participating and providing support for the arts & culture space. 5-00321067 City of Renton Page 10 of 13 EXHIBIT B: Page 16 of 30 Foster startups April 2022 — Host an entrepreneur Number of startups Number of startups through an November Challenge that and entrepreneurs contacted and receiving entrepreneur 2023 encourages startups to contacted about the information about the challenge 2 to 3 submit their business program and space. program. incentive plans to receive packages incentive package and Number of Number of over the assistance opening a startups/entrepreneu startups/entrepreneurs course of the location in downtown rs contacted and connected with the Renton 2-year Renton. connected with the Economic Development period) Economic office as a result of the Create marketing Development office. program. campaign to promote the Challenge. Number of Number of businesses entrepreneurs participating in the Identify and contact responding to the Challenge (responses small business owners Challenge received during the and entrepreneurs in opportunity. application period). Renton about participating in the Number of Number of businesses Challenge program. entrepreneurs connected with resources receiving to help grow their business. Collect information assistance. through surveys to Number of new create a better Number of businesses opening in understanding of the community partners downtown Renton because needs and challenges offering support for of the competition. of the startup the program. community in Renton. Number of jobs created from the new businesses Work with partners that open. Chamber, banks, marketing firms, Number of support property owners, etc.) partners participating and to identify resources to providing support to support entrepreneurs. entrepreneurs. Select 1 to 2 businesses to receive the incentive package and additional support to open a location in downtown Renton. 3. Connection to Port of Seattle interests: Explain how your project benefits the Port of Seattle and ties to the Port's business interests? Port business interests tie closely to the health of aviation, maritimel logistics, manufacturing, and constructionl trades clusters. Tourism is another important industry to the Port of Seattle. The project goals outlined above align closely with the objectives of the Port of Seattle and aim to assist in the recovery efforts and provide opportunities for growth following the struggles created by a community impacted by COVID-19. The identified projects serve impacted businesses, promote local tourism, encourage local spending, and foster a better understanding of the challenges faced by entrepreneurs and key industries in the new business climate. S-00321067 City of Renton Page 11 of 13 EXHIBIT B: Page 17 of 30 The emphasis on tourism promotion in these projects will serve to increase visitor traffic to Renton through SEA International Airport. Through campaign efforts to grow awareness and increase overnight stays, the campaigns aim to make Renton, as a part of the greater Seattle region, a travel destination of choice for visitors outside Washington state. Geolocation data provides insights that make marketing campaigns more effective. Knowing the states visitors came from, where they have stayed and what they did helps us reach people most likely to fly to SEA International Airport and explore Renton and beyond. With its proximity to the airport, Renton is a natural basecamp for visitors who want to experience Western Washington's diverse cultures, history, and outdoor adventures. The focus on improving arts and cultural programs can leverage existing tourism trends and boost overnight stays for evening and weekend entertainment and potentially increase the length of stay of the current tourism base. Strengthening the creative economy and providing for a healthy business environment are key to economic growth in Renton and the region in the aftermath of the pandemic. The selected projects will provide businesses and arts leaders with the tools and resources necessary to develop and build connection so that together, they can create jobs, attract investments, encourage local spending, and stimulate the economy through tourism and consumer purchases. 4. Project Budget: Identify each project budget category, total funds (including the monetary value of in -kind resources), Port of Seattle funds and City monetary and in -kind matching funds. Include the total funds from each column in the second to last row. Include the percentage contributions to the Port of Seattle's contribution in the last row. This table is used in the agreement between the Port of Seattle and each city. CategoryPort of Seattle City Monetary City In -kind Matching Total Funds categories( Please select one of the provided) Awarded:4*dNd1i Geolocation Marketing Tourism 20,000 10,000 30,000 Campaign Startup425 Small Business 20,000 10,000 30,000 Partnership Assistance Film Competition & Small Business 26,667 13,333 40,000 Small Business Assistance Promotions Arts & Culture Small Business 33,333 16,667 50,000 Incubator Assistance Main Street 20,000 10,000SmallBusiness 30,000 Entrepreneur Assistance Challenge Total Funds: 120, 000 60,000 180,000 Percentage 100% 50% 0% contribution to Port Funds*: 5-00321067 City of Renton Page 12 of 13 EXHIBIT B: Page 18 of 30 5. Collaboration with partners: Please identify any community organizations (chamber of commerce, neighborhood associations, Small Business Development Centers, SCORE, Greater Seattle Partners, etc.) you plan to work with to complete all or part of your project(s)? The City of Renton is committed to driving economic growth on a local and regional scale and fully supports the Port's efforts to raise the regional image as a business location. The City's investments in an incubator project and emphasis on providing support for small businesses will help identify and foster new and existing businesses that add value to the region and can serve as future partners in sustained growth and vitality of the region. Tourism promotion for the project identified above are managed by the city's Economic Development office as part of a collaborative effort of the Renton Community Marketing Campaign. The campaign is supported by five community partners including Renton Schools, Renton Technical College, Renton Chamber of Commerce, Valley Medical and the City. In addition to the campaign partners, members representing the lodging tax advisory committee (hotel managers, non-profit leaders, and direct marketing organizations) are included in regular update meetings for their perspective and insights into the needs and status of the hospitality industry in Renton. Additional support and regular collaboration exist between partners at the Renton Downtown Partnership (a 501c (3)) and the Renton Municipal Arts Commission. Renton Downtown Partnership — The Renton Downtown Partnership unites the community, nonprofits, and stakeholders to create a vibrant social, cultural, and economic center while celebrating Downtown Renton's unique historic character. Renton Municipal Arts Commission Renton Municipal Arts Commission was formed in 1965. The members advise the city government about the artistic and cultural development and serve as stewards of the city's art collection. In addition, the commission strives to support and connect people with arts and culture endeavors in the Renton community. For more information about the Renton Municipal Arts Commission, contact arts@rentonwa.gov or visit facebook.com/Renton arts. The City is proud of the success of the current collaboration with the four municipalities participating in efforts to expand entrepreneurship opportunities across Eastside communities to provide support for local business owners interested in expanding into foreign markets. Renton continues to join forces with the four partner cities (Redmond, Kirkland, Issaquah and Bellevue) and the SCORE mentors and leaders in the efforts of the Startup425 to support and foster the small business environment on the Eastside of the region. In addition, the following organizations are involved in the planning and execution of the program; King County Library System (KCLS), the Small Business Development Center SBDC), the Small Business Administration (SBA), the Service Corps of Retired Executives (SCORE), the Greater Seattle Partners (GSP), Bellevue College, Washington State Office for Regulatory Innovation and Assistance, and many others. 6. Use of consultants or contractors: If you plan to use consultants or contractors to complete all or part of the project, please identify the firm or type of firm you plan to hire for this project. The Renton Community Marketing Campaign partners work closely with JayRay PR & Creative Marketing to facilitate contracted services to manage the tourism campaign. This full -service creative marketing and strategic communication team has proven to be a highly effective partner in the marketing of the city and the region. The City of Renton Economic Development Division and the Renton Municipal Arts Commission will produce an RFP to request a feasibility study and design proposal to create an arts and culture center in one of the existing city facilities downtown. The study and design of the selected contractor will provide the foundation for the development of an operational arts incubator in downtown Renton. 5-00321067 City of Renton Page 13 of 13 EXHIBIT B: Page 19 of 30 2023 RFP: Renton Arts Incubation Space Pilot Project Page 6 of 6 Exhibit C Sample Contract [PROFESSIONAL SERVICES CONTRACT TEMPLATE] EXHIBIT B: Page 20 of 30 [NOTE: If you have any revisions to the non-highlighted text, please make them in “tracked changes” mode and send to attorney for review. DELETE THIS NOTE.] AGREEMENT FOR CLICK HERE TO ENTER TEXT. THIS AGREEMENT, dated for reference purposes only as Month XX, XXXX, is by and between the City of Renton (the “City”), a Washington municipal corporation, and Click here to enter text. (“Consultant”), Click here to enter text.. The City and the Consultant are referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1. Scope of Work: Consultant agrees to provide Click here to enter text. as specified in Exhibit Click here to enter text., which is attached and incorporated herein and may hereinafter be referred to as the “Work.” [NOTE: the Scope of work should fully describe the services in sufficient detail to bind the consultant in the event of a dispute. If design or other applicable standards apply to the work (e.g. City adopted street standards, 2016 WSDOT Standard Specifications, or applicable professional standards) identify those standards here or in the Scope of Work exhibit so that the Consultant will be bound to the desired standards. DELETE THIS NOTE]. 2. Changes in Scope of Work: The City, without invalidating this Agreement, may order changes to the Work consisting of additions, deletions or modifications. Any such changes to the Work shall be ordered by the City in writing and the Compensation shall be equitably adjusted consistent with the rates set forth in Exhibit Click here to enter text. or as otherwise mutually agreed by the Parties. 3. Time of Performance: Consultant shall commence performance of the Agreement pursuant to the schedule(s) set forth in Exhibit Click here to enter text.. All Work shall be performed by no later than Click here to enter text.. [NOTE: insert latest date by which you expect the services to take to perform without a contract amendment- note that more specific deadlines should be included in the referenced exhibit, DELETE THIS NOTE.] 4. Compensation: A. Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall not exceed $Click here to enter text., plus any applicable state and local sales taxes. Compensation shall be paid [NOTE: ADD THIS ADDITIONAL LANGUAGE FOR FIXED SUM CONTRACTS AND DELETE THIS NOTE] as a flat rate fixed sum based upon Work actually performed according to the rate(s) or amounts specified in Exhibit Click here to enter text.. The Consultant agrees that any hourly or flat rate charged by it for its Work shall remain locked at the negotiated rate(s) unless otherwise agreed to in EXHIBIT B: Page 21 of 30 [NOTE: If you have any revisions to the non-highlighted text, please make them in “tracked changes” mode and send to attorney for review. DELETE THIS NOTE.] PAGE 2 OF 10 writing or provided in Exhibit Click here to enter text.. Except as specifically provided herein, the Consultant shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement. B. Method of Payment. On a monthly or no less than quarterly basis during any quarter in which Work is performed, the Consultant shall submit a voucher or invoice in a form specified by the City, including a description of what Work has been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Consultant shall also submit a final bill upon completion of all Work. Payment shall be made by the City for Work performed within thirty (30) calendar days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Consultant’s performance does not meet the requirements of this Agreement, the Consultant will correct or modify its performance to comply with the Agreement. The City may withhold payment for work that does not meet the requirements of this Agreement. C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Consultant for failure of the Consultant to perform the Work or for any breach of this Agreement by the Consultant. D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. Termination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten (10) calendar days’ notice to the Consultant in writing. In the event of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Consultant pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. B. In the event this Agreement is terminated by the City, the Consultant shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated by the City after partial performance of Work for which the agreed compensation is a fixed fee, the City shall pay the Consultant an equitable share of the fixed fee. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance EXHIBIT B: Page 22 of 30 [NOTE: If you have any revisions to the non-highlighted text, please make them in “tracked changes” mode and send to attorney for review. DELETE THIS NOTE.] PAGE 3 OF 10 of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Consultant. No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. 6. Warranties And Right To Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards and laws. Compliance with professional standards includes, as applicable, performing the Work in compliance with applicable City standards or guidelines (e.g. design criteria and Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall certify engineering plans, specifications, plats, and reports, as applicable, pursuant to RCW 18.43.070. Consultant further represents and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Consultant and free from any intellectual property encumbrance which would restrict the City from using the work product. Consultant grants to the City a non- exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement. The City’s or other’s adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the Consultant. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Record Maintenance: The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Consultant agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 8. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Consultant shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it may, at Consultant’s own expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which Consultant has responsive records and for which Consultant has withheld records or information contained therein, EXHIBIT B: Page 23 of 30 [NOTE: If you have any revisions to the non-highlighted text, please make them in “tracked changes” mode and send to attorney for review. DELETE THIS NOTE.] PAGE 4 OF 10 or not provided them to the City in a timely manner. Consultant shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Independent Contractor Relationship: A. The Consultant is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Consultant and the City during the period of the Work shall be that of an independent contractor, not employee. The Consultant, not the City, shall have the power to control and direct the details, manner or means of Work. Specifically, but not by means of limitation, the Consultant shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Consultant shall retain the right to designate the means of performing the Work covered by this agreement, and the Consultant shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Consultant is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Consultant or any employee of the Consultant. C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees to notify the City and complete any required form if the Consultant retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Consultant’s failure to do so. 10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the Consultant in its performance of this Agreement or a breach of this Agreement by Consultant, except for that portion of the claims caused by the City’s sole negligence. EXHIBIT B: Page 24 of 30 [NOTE: If you have any revisions to the non-highlighted text, please make them in “tracked changes” mode and send to attorney for review. DELETE THIS NOTE.] PAGE 5 OF 10 Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate…) 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 the Consultant and the City, its officers, officials, employees and volunteers, Consultant’s liability shall be only to the extent of Consultant’s negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Consultant’s waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City’s Code of Ethics and state law, the Consultant shall not give a gift of any kind to City employees or officials. Consultant also confirms that Consultant does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Consultant, negotiating or administering this Agreement, or evaluating the Consultant’s performance of the Work. 12. City of Renton Business License: Unless exempted by the Renton Municipal Code, Consultant shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: https://www.rentonwa.gov/Tax Information regarding State business licensing requirements can be found at: https://dor.wa.gov/doing-business/register-my-business 13. Insurance: Consultant shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B. In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any EXHIBIT B: Page 25 of 30 [NOTE: If you have any revisions to the non-highlighted text, please make them in “tracked changes” mode and send to attorney for review. DELETE THIS NOTE.] PAGE 6 OF 10 Work provided by a licensed professional or Work that requires a professional standard of care. C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Consultant’s vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes. E. Consultant shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City’s insurance policies shall not be a source for payment of any Consultant liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Consultant to the coverage provided by such insurance or otherwise limit the City’s recourse to any remedy available at law or in equity. F. Subject to the City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. G. Consultant shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 14. Delays: Consultant is not responsible for delays caused by factors beyond the Consultant’s reasonable control. When such delays beyond the Consultant’s reasonable control occur, the City agrees the Consultant is not responsible for damages, nor shall the Consultant be deemed to be in default of the Agreement. 15. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 16. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. EXHIBIT B: Page 26 of 30 [NOTE: If you have any revisions to the non-highlighted text, please make them in “tracked changes” mode and send to attorney for review. DELETE THIS NOTE.] PAGE 7 OF 10 CITY OF RENTON Project Manager Name 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-XXXXXXXX E-mail Address Fax: (425) 430-XXXXXXXX CONSULTANT Project Manager Name Street Address City, State Zip Phone: (XXX) XXX-XXXX E-mail Address Fax: (XXX) XXX-XXXX 17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows: A. Consultant, and Consultant’s agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. B. The Consultant will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If the Consultant fails to comply with any of this Agreement’s non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D. The Consultant is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 18. Miscellaneous: The parties hereby acknowledge: A. The City is not responsible to train or provide training for Consultant. EXHIBIT B: Page 27 of 30 [NOTE: If you have any revisions to the non-highlighted text, please make them in “tracked changes” mode and send to attorney for review. DELETE THIS NOTE.] PAGE 8 OF 10 B. Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. C. Consultant shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. D. In the event special training, licensing, or certification is required for Consultant to provide Work he/she will acquire or maintain such at his/her own expense and, if Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform the Work, said employee/sub-contractor/assignee will acquire and or maintain such training, licensing, or certification. E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. F. Consultant is responsible for his/her own insurance, including, but not limited to health insurance. G. Consultant is responsible for his/her own Worker’s Compensation coverage as well as that for any persons employed by the Consultant. 19. Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and Consultant represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Consultant. B. General Administration and Management. The City’s project manager is Enter name of Contract/Project Manager. In providing Work, Consultant shall coordinate with the City’s contract manager or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Consultant proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Consultant prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. EXHIBIT B: Page 28 of 30 [NOTE: If you have any revisions to the non-highlighted text, please make them in “tracked changes” mode and send to attorney for review. DELETE THIS NOTE.] PAGE 9 OF 10 E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Consultant and all of the Consultant’s employees shall perform the Work in accordance with all applicable federal, state, county and city laws, codes and ordinances. F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. Consultant hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Consultant is a foreign corporation not registered with the State of Washington. H. Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Work is essential to the Consultant’s performance of this Agreement. K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. EXHIBIT B: Page 29 of 30 [NOTE: If you have any revisions to the non-highlighted text, please make them in “tracked changes” mode and send to attorney for review. DELETE THIS NOTE.] PAGE 10 OF 10 M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Consultant from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. N. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON By:_____________________________ CONSULTANT By:____________________________ Enter Signer’s Name Enter Signer’s Title Enter Signer’s Name Enter Signer’s Title _____________________________ Date _____________________________ Date Attest _____________________________ Jason A. Seth City Clerk Approved as to Legal Form By: __________________________ Enter City Attorney Name Enter City Attorney Title Contract Template Updated 5/21/2021 EXHIBIT B: Page 30 of 30