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Home My WebLink AboutContract CAG-18-262 �� '�='�w; �, AGREEMENT WITH THE OWL PROJECT FOR MURAL PROJECT ON CARCO THEATRE BUILDING THIS AGREEMENT, dated December 1, 2018, is by and between the City of Renton ("CITY"), a Washington municipal corporation, and The Owl Project, a Washington nonprofit corporation ("ARTIST" or "The Owl Project"). CITY and ARTIST 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. Background: CITY and ARTIST mutually wish to contract for ARTIST's design and painting of a mural on the rear side (south-facing wall) of the building addressed as 1717 Maple Valley Hwy and commonly known as Carco Theatre (the "Building"). 2. Scope and Performance: ARTIST has submitted to CITY artwork depicting the subject described in Exhibit "A." Such artwork is hereinafter referred to as "ARTWORK." ARTIST has discussed and revised the contents of the ARTWORK with designated CITY representatives, and the Parties have agreed on a final design. The final design has been submitted to CITY's Municipal Arts Commission for review and received approval as presented and is shown in Exhibit A. ARTIST agrees to the obligations and responsibilities regarding the ARTWORK, including its installation, as described in Exhibit A. 3. ARTIST's Grants and Representations: A. The ARTIST certifies that (1) ARTWORK is the original work of ARTIST; (2) ARTIST owns all rights to ARTWORK; and (3) if ARTWORK contains recognizable images of particular persons, ARTIST has obtained appropriate releases. 6. The ARTWORK will be displayed on the Building at the discretion of CITY as Building owner, as further described in Exhibit A. C. ARTIST grants to CITY a non-exclusive license to graphically and electronically reproduce ARTWORK, while on display, for any and all future publicity endeavors conducted by CITY, provided that any such reproduction is credited to ARTIST by name. CITY may use the ARTIST's photograph, other likeness, or biography in connection with the use of ARTWORK. 4. Compensation: No monetary compensation shall be made by CITY to ARTIST under this Agreement. ARTIST expressly acknowledges sufficient consideration in the form of an opportunity for publicity for ARTIST, community goodwill, and other valuable consideration. 5. Record Maintenance: ARTIST shall maintain accounts and records, which properly reflect all 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. ARTIST agrees to provide timely and complete access to and copies of any records related to this Agreement as required by CITY to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). ARTIST shall indemnify, defend, and hold harmless CITY for all costs, including attorneys' fees, attendant to any claim or litigation related to a request made under the Washington State Public Records Act for which ARTIST has responsive records and for which ARTIST has withheld records or information contained therein, or not provided them to CITY in a timely manner. The provisions of this section shall survive the expiration or termination of this Agreement. 6. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, ARTIST 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 ARTIST believes said records need to be protected from disclosure, it may, at ARTIST'S own expense, seek judicial protection. ARTIST 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 ARTIST has responsive records and for which ARTIST has withheld records or information contained therein, or not provided them to the CITY in a timely manner. ARTIST 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. 7. Independent Contractor Relationship: ARTIST is retained by CITY only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between ARTIST and CITY shall be that of an independent contractor, not employee. 8. Hold Harmless: ARTIST 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 ARTIST in its performance of this Agreement or a breach of this .,�,; �� PAGE 2 OF 6 Agreement by ARTIST, 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 ARTIST and the CITY, its officers, officials, employees and volunteers, ARTIST's liability shall be only to the extent of ARTIST's negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute ARTIST'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. 9. Hold Harmless Addendum for Art: ARTIST shall defend, indemnify, and hold harmless CITY, its officers, agents, employees, and assigns, from and against any and all damages, claims, suits, and/or actions arising from any copyright or trademark infringement. 10. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, ARTIST agrees as follows: ARTIST, and ARTIST's agents, employees, representatives, and volunteers with regard to ARTWORK 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 ARTWORK or any other benefits under this Agreement, or procurement of materials or supplies. 11. Delays: ARTIST is not responsible for delays caused by factors beyond ARTIST's reasonable control. When such delays beyond ARTIST's reasonable control occur, the CITY agrees ARTIST is not responsible for damages, nor shall ARTIST be deemed to be in default of the Agreement. 12. Successors and Assi�ns: Neither the CITY nor ARTIST shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. .,�; ; ; Pa�E 3 oF 6 13. 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. CITY OF RENTON ARTIST Chip Vincent Meena Merchant CED Administrator The Owl Project 1055 South Grady Way 528 Edmonds Ave NE Renton, WA 98057 Renton, WA 98056 Phone: (425) 430-6588 Phone: (917) 648-9104 cvinvent@rentonwa.gov hoot@theowlproject.org Fax: (425) 430-7300 14. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, ARTIST agrees as follows: A. ARTIST, and ARTIST'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. ARTIST 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 ARTIST 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. .,�:;. �_;., Pn�E 4 oF 6 D. ARTIST is responsible to be aware of and in compliance with ail 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. 15. Other Provisions: A. Sole and Entire A�reement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. B. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. C. Successors and Assi�ns. Neither CITY nor ARTIST shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. D. Conflicts. In the event of any inconsistencies between ARTIST proposals or ARTIST- prepared exhibits and this Agreement, the terms of this Agreement shall prevail. E. Governin� Law,Jurisdiction, and Venue.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. 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. F. 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. [SIGNATURES FOLLOW ON THE NEXT PAGE.] �,�`: PaGE5oF6 [SIGNATURES FOLLOW ON THE NEXT PAGE.] � � � CITY OF RENTON ARTIST � '� gv; '� BY: � Denis Law, Mayor Meena Merchant Owi Project � � /� /� � Date Date � � g � \\,��e�i��i�i��r{�� Z' ��.dYlGt�/1�t�- lU� .`�� O,� ��,0� ,'�� .,��l ,��„��,,,�"{�'�%� Address Line 1 � �~(,�` ,/'',"�' `'- � _ _ � ' ; �� * = �e�pv� i�t/�f� 9�o.�� " �` - � = ^ " Address Line 2 � : y',, .=' Q - , [� � .� , `�. „�o� ��ii�s�0/�A��niu��``Q,��•,.� 9��-b�tg- 9ioy L700f'�Q —TG(.2-OLG�-C �';' %�;,°R.arEa s��,,,>;' l�°f c��` '•��,,,,,,,��` Telephone/ Email Ad ress .� ,� �--� � . Attest j,: /� 7 / ' r � �'" Jaso Seth Re on City Clerk Approved as to Legal Form �,,,,��/� r��.�'r�' Shane Moloney Renton City Attorney .:,;� �,,, PAGE 6 OF 5 Exhibit A Goals and background of the project: The Owl Project is a community-building art organization that seeks to create large and small works of art by kids and grown-ups for their communities. The Owl Project has prepared a mural project involving the youth of our community, under the guidance of professional artists and with assistance from supervised high school students from local schools and neighborhood volunteers. The goal is to complete a mural designed and painted by youth from the surrounding community. The Owl Project worked directly with neighborhood schools to create designs for a mural that celebrates the history, natural diversity and current cultural diversity of the Renton and its location on the Cedar River. The mural depicts the Cedar River in its original, natural beauty transforming into a salmon-filled waterway and reflecting the unique cultural diversity of the Renton community. Obligations: Location and No Cost to CITY. The mural will be painted on the rear wall of Carco Theatre facing the Cedar River at 1717 Maple Valley Highway (the "Building"). All work will be done at no cost to CITY. Time of Installation. The Owl Project shall begin installing the mural as soon as reasonably practicable after receiving a written notice to proceed from CITY after this Agreement's execution. The Owl Project will coordinate with CITY before and during The Owl Project's installation of the mural so that CITY can observe and inspect the installation to the extent desired by CITY. The Owl Project acknowledges that CITY reserves the right to pause or stop work of the mural installation if CITY determines that the mural will damage the Building, is not being installed per approved design, or for any other reasonable reason. The Owl Project shall complete installation within 30 days after beginning installation. Property and Landscape Protection. To the extent reasonably practicable under the circumstances,The Owl Project shall protect the Building's property and all landscaping on the property during installation. If installation results in the removal, alteration, and/or damage of any property and/or landscaping,The Owl Project shall fuily replace, restore, and/or repair such property and/or landscaping after completing installation. Necessary Artistic Repairs. If requested by CITY,The Owl Project agrees to assist CITY and/or the Building tenant in making any necessary repairs to the mural's artistic content, including, but not limited to, restoring a damaged portion of the mural's content. Removal. The Owl Project agrees that CITY has and reserves all rights to maintain, alter, remove, repair, and/or replace the mural at CITY's discretion and for any or no reason and with or without notice to The Owl Project, and that CITY may assign all or a portion of such rights to the Building tenant. Final Desi�n. The final design (as indicated below) will be installed on the southwest wall of the building on the ground level facing the Cedar River. The mural will measure approximately 5ft x 26ft (or up to 11ft tall) starting 2ft from the ground to the top of the doors. An anti graffiti coating will be applied to the finished mural. _ ,�. �y ° .�...� ``=' °� __ _ ` ___,, �,_. ___..,,. ��„��,� ��;��:�e�,�� , ...--�'_�-...._ °'.. " ��`',,;��;" , ,-,� ��, • � u� ,.. � � � "a x�n ��,�a ri,�,, , � � ��-��.J' � _—s-� �..�►./ _ ,,,� -�`� _- :� �-� � � .. � . .. ��' � �•�.:�;:,�;,. t �, � ..: �� ., , < - , ;,�. � _ „ :,< „ ,, , ----. , . , - � :��" f � � �^�,. ./� �' ,