HomeMy WebLinkAboutContractAGREEMENT WITH JORDAN MARIKO SHIBUYA FOR BENSON
HILL MURAL PROJECT
THIS AGREEMENT, dated for reference purposes as September 8, 2020, is by and between the
City of Renton (“CITY”), a Washington municipal corporation, and Jordan Mariko Shibuya
(“ARTIST”). CITY and ARTIST are referred to collectively in this Agreement as the “Parties.” Once
fully executed by the Parties, this Agreement is effective as o f 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 at the following location: the concrete sound barrier wall located on the south
side of Petrovitsky Road, just East of the intersection at SE Petrovitsky RD and 116th Ave
SE. The wall itself is 200 feet long with a surface area of approximately three thousand
square feet. In a submittal in response to a Request for Qualifications (“RFQ”) issued by
CITY, ARTIST submitted to CITY a concept for artwork in response to the RFQ. The mural
was designed with a combination of community input and feedback collected through a
series of community engagement events challenging public and private stakeholders to
share their understanding of community, as it pertains to living within the Benson Hill and
Cascade community. The concept for the artwork that has been mutually agreed upon
based upon such concept is hereafter collectively referred to as “ARTWORK,” a copy of
which is attached hereto as Exhibit A.
2. Scope and Performance: ARTIST agrees to the obligations and responsibilities regarding the
ARTWORK, including its installation. Completed installation shall be completed within 30
days from when this contract is executed which includes, a final coating of an “anti-
graffiti” paint, brand and chemical composition to be selected by the artist. This “anti-
graffiti” paint will be applied to a minimum of seven feet in height of the entire artwork.
An additional 30 days may be allotted to the artist to allow for community participation
and conversation regarding the completed artwork upon mutual agreement of the
Parties. All obligations and responsibilities shall be completed no later than December 15,
2020.
3. ARTIST’s Grants and Representations:
A. 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.
CAG-20-328
PAGE 2 OF 10
B. The ARTWORK will be displayed on the Location at the discretion of CITY as Location
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 ARTIST’s photograph, other likeness, or biography in
connection with the use of ARTWORK.
4. Compensation:
A. Amount. Total compensation to ARTIST for work provided pursuant to this Agreement
shall not exceed $30,000.00, plus any applicable state and local sales taxes. Except as
specifically provided herein, ARTIST 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, ARTIST shall submit a voucher or invoice in a form
specified by 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. ARTIST shall also submit a final bill upon completion of all work. Payment
shall be made by CITY for work performed within thirty (30) cal endar days after receipt
and approval by the appropriate CITY representative of the voucher or invoice. If
ARTIST’s performance does not meet the requirements of this Agreement, ARTIST will
correct or modify its performance to comply with the Agreement. 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
CITY any remedies it may have against ARTIST for failure of ARTIST to perform the
work or for any breach of this Agreement by ARTIST.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, 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 CITY in the event
this provision applies.
5. Termination:
A. CITY reserves the right to terminate this Agreement at any ti me, with or without cause
by giving ten (10) calendar days’ notice to ARTIST in writing. In the event of such
PAGE 3 OF 10
termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by ARTIST pursuant to
this Agreement shall be submitted to CITY, if any are required as part of the work.
B. In the event this Agreement is terminated by CITY, ARTIST 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 CITY after partial performance of work for
which the agreed compensation is a fixed fee, CITY shall pay ARTIST an equitable share
of the fixed fee. This provision shall not prevent CITY from seeking any legal remedies
it may have for the violation or nonperformance of any of the provisions of this
Agreement and such charges due to CITY shall be deducted from the final payment
due ARTIST. No payment shall be made by CITY for any expenses incurred or work
done following the effective date of termination unless authorized in advance in
writing by CITY.
6. 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.
7. Public Records Compliance: To the full extent 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 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 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 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.
PAGE 4 OF 10
8. 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.
9. Hold Harmless: ARTIST agrees to release, indemnify, defend, and hold harmless 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 fees, costs, and/or litigation expenses to or by any and all persons
or entities, arising from, resulting from, or related to the performance of this Agreement
or a breach of this Agreement by ARTIST, except for that portion of the claims caused by
CITY’s sole negligence.
Should a court of competent jurisdiction determine that this ag reement 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 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.
10. 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 intellectual property infringement including
copyright or trademark infringement.
11. Gifts and Conflicts: 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, ARTIST shall not give a gift of any kind to CITY employees or
officials. ARTIST also confirms that ARTIST 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 ARTIST, negotiating or administering this Agreement, or evaluating ARTIST’s
performance of the work.
PAGE 5 OF 10
12. City of Renton Business License: ARTIST 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.
Information regarding acquiring a city business license can be found at:
http://www.rentonwa.gov/cms/One.aspx?portalId=7922741&pageId=9824882
Information regarding State business licensing requirements can be found at:
http://dor.wa.gov/doing-business/register-my-business
13. Insurance: ARTIST 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
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 ARTIST’s vehicles on CITY’s premises by or on behalf
of CITY, beyond normal commutes.
E. ARTIST shall name CITY as an Additional Insured on its commercial general liability
policy on a non-contributory primary basis. CITY’s insurance policies shall not be a
source for payment of any ARTIST liability, nor shall the maintenance of any insurance
required by this Agreement be construed to limit the liability of ARTIST to the
coverage provided by such insurance or otherwise limit CITY’s r ecourse to any remedy
available at law or in equity.
F. Subject to CITY’s review and acceptance, a certificate of insurance showing the proper
endorsements, shall be delivered to CITY before performing work.
G. ARTIST shall provide CITY with written notice of any policy cancellation, within two (2)
business days of their receipt of such notice.
PAGE 6 OF 10
14. Delays: ARTIST is not responsible for delays caused by factors beyond ARTIST’s reasonable
control. When such delays beyond ARTIST’s reasonable control occur, CITY agrees ARTIST
is not responsible for damages, nor shall ARTIST be deemed to be in default of the
Agreement.
15. Successors and Assigns: 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.
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 nat ionally 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
Elena Rodriguez
1055 S Grady Way
Renton, WA 98057
Phone: (425) 430-6610
ARTIST
Jordan Mariko Shibuya
918 22nd Ave S
Seattle, WA 98144
Phone: (425) 417-7967
17. 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
PAGE 7 OF 10
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,
CITY shall have the right, at its option, to cancel the Agreement in whole or in part.
D. ARTIST 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 Artist.
B. Artist will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Artist 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 Artist to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Artist 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 Artist 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. Artist is solely responsible for maintaining his/her own insurance, including, but
not limited to health insurance, and Artist hereby assumes any risk of personal injury
which may occur during the performance of this contract.
G. Artist is responsible for his/her own Worker's Compensation coverage as well as
that for any persons employed by the Artist.
19. Other Provisions:
PAGE 8 OF 10
A. General Administration and Management. CITY’s project manager is Elena Rodriguez,
Americorps Vista, erodriguez@rentonwa.gov. Except in the giving of formal notices,
ARTIST shall coordinate with CITY’s project manager or his/her designee.
B. Non-Exclusive. This is a non-exclusive agreement and ARTIST is free to provide
his/her/its work to other entities, so long as there is no interruption or interference
with the provision of work called for in this Agreement.
C. 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.
D. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
E. Successors and Assigns. 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.
F. Conflicts. In the event of any inconsistencies between ARTIST proposals or ARTIST-
prepared exhibits and this Agreement, the terms of this Agreement shall prevail.
G. Governing 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.
H. 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 Agreement and its exhibits is essential to ARTIST’s performance of this
Agreement.
I. 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.
J. 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,
----------------------
(approved via email from Alex Tuttle)
Friday 9/4 Saturday 9/5 Sunday 9/6 Monday 9/7 Tuesday 9/Wednesday 9/9 Thursday 9/10
9:00
9:30
10:00
10:30
11:00
11:30
12:00
12:30
1:00
1:30
2:00
2:30
3:00
3:30
4:00
4:30
5:00
5:30
6:00
6:30
7:00
7:30
8:00
8:30
9:00
9:30
10:00
10:30
11:00
Friday 9/11 Saturday 9/12 Sunday 9/13 Monday 9/14 Tuesday 9/WednesdayThursday 9/17 Friday 9/18