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HomeMy WebLinkAboutContract *re CAG-18-286 CITY OF .tlµ v.rw� n AGREEMENT WITH RENTON HOUSING AUTHORITY REGARDING LOAN OF CITY ART LOCATED IN FORMER RENTON HIGHLANDS LIBRARY THIS ART LOAN AGREEMENT n,t,-4, ( Agreement ), dated this �� day of 2018, is by and between the City of Renton (the "City"), a Washington municipal corporation, and the Housing Authority of City of Renton, a municipal corporation ("RHA"), regarding two pieces of artwork owned by the City located in the former Renton Highlands Library building. The City and RHA are referred to collectively in this Agreement as the "Parties."This Agreement is effective as of the Commencement Date defined herein. 1. Purpose: The City owns two pieces of artwork (collectively, the "Artwork") which are described in Exhibit A, attached and incorporated herein. The Artwork is on public display in the former Renton Highlands Library building(the "Building") situated on property(the "Property") addressed as 2902 NE 12th Street, Renton, Washington, and legally described in Exhibit B, attached and incorporated herein. The City and RHA entered Into an agreement for purchase and sale of the Building and Property from the City to RHA (the "Transaction"). The Parties have agreed, as part of the Transaction, to enter into this Agreement for the continuing public display of the Artwork in the Building-after the Transaction closes. 2. Scope: The City hereby grants a loan of the Artwork to RHA to allow the Artwork to remain on public display in the Building, and RHA accepts such loan. Such grant and acceptance of the loan of the Artwork is subject to the terms of this Agreement including the terms and conditions set forth in Exhibit C,which is attached and incorporated herein. 3. Duration: This Agreement shall take effect on the date that both Parties have executed the Agreement or the date that the Transaction closes, whichever occurs later (the "Commencement Date"). Each Party shall have the right to terminate this Agreement for any reason or no reason upon thirty (30) days' written notice to the other Party. No later than theeffective date of termination of this Agreement,City agrees to retake possession of the Artwork. 4. No Compensation: Each Party acknowledges and agrees that it benefits from the terms of this Agreement. Neither Party shall pay the other Party any monetary compensation. 5. Record Maintenance: Each of the Parties shall maintain accounts and records relating to 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 (6) years after the termination of this Agreement. Each of the Parties agrees to provide access to and Awe copies of any records related to this Agreement as required by the other Party 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. 6. Public Records Compliance: To the full extent either Party determines necessary to comply with the Washington State Public Records Act, the other Party shall make a due diligent search of all records in its possession or control relating to this Agreement and the Artwork, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the requesting Party for production. In the event either Party believes said records need to be protected from disclosure, it may, at its own expense, seek judicial protection. Each of the Parties shall indemnify, defend, and hold harmless the other Party for all costs, including attorneys'fees,attendant to any claim or litigation related to a Public Records Act request for which the Party has responsive records and for which the Party has withheld records or information contained therein, or not provided them to the requesting Party in a timely manner. Each of the Parties 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: The nature of the relationship between RHA and the City during the period of the Agreement shall be that of an independent contractor, not employee. 8. Indemnification: The City and RHA shall each defend, indemnify, and hold harmless the other Party and its affiliates, officers, directors, employees, agents, and elected officials (the "Indemnified Parties") against and from any and all losses, liabilities, damages, actions, claims, demands, settlements, judgments, and any other expenses, which arise out of this Agreement and are asserted against the Indemnified Parties by a third party, but only to the extent caused by the negligence or willful misconduct of the indemnifying Party and/or of the affiliates, officers, directors, employees, agents, and elected officials of the indemnifying Party. The indemnity in this section is subject to the Indemnified Parties' promptly notifying the indemnifying Party in writing of any claims, demands, suits, or other threatened or actual action. 9. 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, RHA shall not give a gift of any kind to City employees or officials. RHA also confirms that RHA 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 this Agreement. Page 2 of 6 Now ,4400 10. Successors and Assigns: Neither the City nor RHA shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 11. Notices: Any notice required or given 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. Notices sent by registered or certified mail shall be deemed effective on the third (3rd) business day following deposit in the U.S. Mail, postage prepaid. Notices sent by nationally recognized overnight courier services shall be deemed effective on receipt,and notices sent by facsimile shall be deemed effective on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement and may be used in accompaniment to any notice required or given under this Agreement. CITY OF RENTON RHA C. E. "Chip" Vincent Mark Gropper CED Administrator Executive Director, Housing Authority 1055 South Grady Way of the City of Renton Renton, WA 98057 2900 NE 10th Street Phone: (425) 430-6588 Renton, WA 98056 Email: cvincent@rentonwa.gov Phone: (425) 226-1850 Email: mrg@rentonhousing.org 12. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, RHA agrees as follows with respect to performance under this Agreement: A. RHA, and RHA's agents, employees, representatives, and volunteers 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 performance or any other benefits under this Agreement, or procurement of materials or supplies. B. RHA 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 0( Page 3 of 6 CI 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 RHA fails to comply with any of this Agreement's non-discrimination provisions,the City may terminate the Agreement in accordance with Section 3, and neither Party shall thereafter have any liability to the other Party under this Agreement. D. Each of the Parties is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect its performance under this Agreement, which includes but is not limited to fair labor laws, workers' compensation, and Title VI of the Federal Civil Rights Act of 1964, and City of Renton Council Resolution Number 4085. 13. Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and RHA represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or RHA. B. General Administration and Management. The City's primary contact for this Agreement is: Elizabeth Higgins in her capacity as Executive Liaison to the Arts Commission, or her successor. RHA's primary contact for this Agreement is Mark Gropper. In its performance under this Agreement, each of the Parties shall coordinate with the other Party's primary contact, 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. The exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. 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. Each of the Parties shall comply with all applicable federal, state, county and city laws, codes and ordinances in the performance of its obligations under this Agreement. 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. Page4of6 v..r 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. 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. 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. 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 RHA 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. Partiesin anynumber The may execute this Agreement b 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. Page5of6 CITY OF RENTON Housing Authority of the City of Renton By: By Denis Law Mar oppe Mayor Executive Director 3/fV/;/ 03.t.r.2-0/g Date Date iool111I I I►►►►►► Attest •*�.��{ OF R� /A% Jason A. Seth City Clerk '13Ao 0 "I,,�iEDISEP1.bs Approved as to Legal Form Shane Moloney Renton City Attorney Page 6 of 6 EXHIBIT A To CITY ART AGREEMENT Description of Artwork Work No. 1 "Coal Miners" Oil painting Artist: Jacob Elshin Measuring: 5' x 12'. Oil painting commissioned by the WPA's Federal Art Project in 1938, which hung for many years in the Renton Post Office. It was given to the City in 1972 when the Post Office was remodeled and the painting could no longer be seen by the public. A published history of the WPA recounts that Renton's mural was unique because the artist actually ventured into the mine. Renton resident William Strain escorted Elshin deep underground and posed the miners as the artist sketched them at work. Confirmed: 2010. Information about the artist: Jacob Elshin was born in St. Petersburg, Russia and received his art training there. Following the Revolution, he went to Shanghai where he worked as a newspaper cartoonist for three years before moving to Seattle in 1923. Elshin was one of the region's most noted painters and teachers, with four solo exhibitions at the Seattle Art Museum. His work has also been exhibited in regional, national and international exhibitions in New York, San Francisco, Brazil, Japan, Paris, Washington D.C, and other locations. He won many prestigious awards, and his works are in the permanent collections of The Smithsonian Institute; Seattle Art Museum; Genoa, Italy; Denver Art Museum; Tacoma Art Museum; University of Washington; WSU; and several other institutions. Work No. 2 "North Coast Indians" Two carved wood panels Artist: James H. FitzGerald Measuring: 7' x 10' (each panel) Two carved wood murals of Western Red Cedar commissioned in 1945. Originally located on the front of th.e Housing Administration building entrance. The panels were heavily defaced in that location and were moved to the Highlands Library in 1973. Information about the artist: James H. FitzGerald was a fine arts painter and sculptor who lived from 1910—1973. He earned a Bachelor of Architecture degree from UW in 1935 and also attended the Kansas City Art Institute, Colorado Springs Fine Arts Center, Carnegie Graduate Fellowship, and Yale University (1938-1939). He taught at the Kansas City Art Institute, Colorado Springs Fine Arts Center and Spokane Arts Center. In the 1930s, FitzGerald began his career as a painter, first studying with the Mexican artist Orozco in Mexico, working collaboratively on WPA funded murals in Colorado. In 1939, his interests turned to architecture. After studying briefly at Yale's Architecture School, he returned west to execute his first public commission, the Portal of the North Pacific, a cement relief sculpture near Mercer Island Floating Bridge tunnel entry in Seattle, WA. In 1959, fire destroyed FitzGerald's home and studio and he lost a large amount of his earlier work. Because of the fire his involvement in sculpture became more dominant due to its durability. Until his death, FitzGerald was among the leading modernist sculptors of the Northwest, exhibiting widely in major American museums. FitzGerald was married and collaborated on many works with artist Margaret Tompkins, who died in 1939. Now, Noe EXHIBIT B To CITY ART AGREEMENT Legal Description of Property King County Parcel No. 7227802040 2902 NE 12th Street, Renton, Washington LOT 1 OF CITY OF RENTON SHORT PLAT NO. LUA 16-000960, RECORDED IN VOLUME 364 OF PLATS, PAGES 70-71, UNDER KING COUNTY RECORDING NO. 20170519900004, SITUATED IN CITY OF RENTON, KING COUNTY, WASHINGTON. EXHIBIT C to CITY ART AGREEMENT Terms and Conditions The Parties agree to abide by and comply with the following terms and conditions concerning the Artwork. These terms and conditions cannot be altered, changed, waived or otherwise affected except by written agreement by both Parties. 1. Care and Display. A. RHA shall give the Artwork the same care as it does any comparable property of its own. RHA agrees to take reasonable precautions to protect the Artwork from fire, theft, damage, water, mishandling, dirt, vermin, pests, and extreme changes in light and humidity while in the custody of RHA. B. RHA shall not modify the Artwork in any way, shape, or manner. Except as otherwise provided herein, RHA agrees not to relocate or undertake any restoration and/or repair of the Artwork without the express, written permission of the City. C. RHA shall not loan, sell, or use as collateral the Artwork or any derivations of the Artwork. Because the Artwork is located in a public space its incidental appearance or use in RHA's photographs or videos is allowed, and the Artwork may be photographed or video recorded by the general public. 2. Damage. A. If RHA anticipates that the Artwork is in danger of being damaged by a planned event, such as Building alteration, demolition, cleaning, repair, or painting, RHA shall provide no less than thirty (30) days' notice to the City in advance of the event and shall thereafter allow the City full access to the Building and the Property for the purpose of inspecting, packing or removing the Artwork or, in consultation with and subject to the prior written consent of RHA, for the purpose of temporarily relocating the Artwork within the Building. B. If RHA anticipates that the Artwork is in immediate danger of being damaged by flooding, fire, or otherwise, RHA may move the Artwork to a safe location, provided that RHA uses reasonable care in moving the Artwork and provides notice to the City as soon as possible thereafter and allows the City full access to the Building and the Property for the purpose of inspecting, packing or removing the Artwork. C. RHA shall notify the City immediately of any damage that occurs to the Artwork and shall thereafter allow the City full access to the Building and the Property for the purpose of inspecting, packing, removing, and/or relocating the Artwork. 3. Risk; Insurance. City acknowledges that the Artwork shall remain in the Building and on the Property at the City's sole risk. Except as set forth in Sections 1 and 2, above, RHA shall not be responsible for the care or condition of the Artwork and City releases RHA from any and all liability for any damage to or loss of the same. City agrees to carry and maintain replacement value or such other insurance with respect to as the Artwork as City may desire for its protection. Any such insurance shall include a clause or endorsement denying the insurer rights of subrogation against RHA,and without limitation of any other provision of this Agreement, City waives any right of recovery against RHA for injury or loss to the Artwork covered by insurance. 4. Control of Building Other than by RHA. A. If RHA sells the Building to any entity or person other than the City, RHA shall provide no less than thirty (30) days' notice to the City in advance of the closing of the transaction and shall thereafter allow the City full access to the Building and the Property for the purpose of inspecting, packing, and removing the Artwork. B. If RHA authorizes control over the Building to any other entity or person, whether by lease, license, or otherwise, RHA shall provide a copy of these terms and conditions to such other entity or person and shall require that such entity or person abide by and comply with these terms and conditions. 5. Access to and Return of Artwork. A. In addition to the other terms herein providing for access, RHA shall allow the City reasonable access to the Artwork for any purpose; provided that the City provides no less than forty-eight (48) hours' notice to RHA. B. Upon termination of the Agreement, RHA shall allow the City full access to the Building and the Property for the purpose of inspecting, packing, and removing the Artwork.