HomeMy WebLinkAboutContractAGREEMENT BETWEEN CITY OF RENTON AND
THE RENTON DOWNTOWN PARTNERSHIP
THIS AGREEMENT, dated for reference purposes only as March 24, 2021, is by and between the
City of Renton (the “City”), a Washington municipal corporation, and Main Street Renton dba
Renton Downtown Partnership (“RDP”), a Washington non-profit corporation. The City and RDP
are referred to collectively in this Agreement as the “Parties.”
1.Scope: This Agreement defines the respective responsibilities and obligations of the City
and RDP for the purpose of implementing the Renton Main Street Program so as to
support and promote the economic vitality and sustainability of downtown Renton.
2.Purpose: The purpose of this Agreement is to establish a general framework for
cooperation and collaboration between the City and RDP. This MOU is intended to assist
in defining the relationship between the Parties in order to ensure that the goals of each
are accomplished in a mutually supportive way that promotes downtown Renton as a
great place to live, work and play.
3.Roles and Responsibilities of RDP to the City:
A.RDP shall perform the following services, which may be in collaboration with
designated City staff as described in Section 4.A, for the benefit of the City and its
residents:
i.Conduct philanthropic activities that support downtown businesses, residents and
visitors;
ii.Market and support a downtown Renton "shop local" campaign;
iii.Lead private-sector downtown fundraising efforts to support and enhance
downtown events;
iv.Support City in marketing City-sponsored downtown events, development
projects and initiatives;
v.Support City in the facilitation of the Renton Farmers Market (RFM) program;
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vi.Manage the storage of RDP equipment and materials used for RFM, as described
in Exhibit “A,” in such a way as to pass annual fire inspections and to not impede
normal operations and maintenance of the City Center Parking Garage;
vii.Utilize volunteer board and committees to support promotion of downtown .
Collectively, the services listed in this Section 3.A are the “Main Street Activities.”
B.RDP shall endeavor to operate as follows:
i.Ensure that its Articles of Incorporation, Bylaws and Policies do not conflict with
any terms of this Agreement.
ii.Adopt and adhere to a professional code of ethics to guide its operations, based
upon the suggestions developed by the Main Street America program.
iii.Retain the right to adopt and modify standard policies and procedures regulating
Main Street Activities, as it deems necessary or appropriate, but not inconsistent
with this Agreement.
iv.Not discriminate regarding any services, membership, staff, or activities to which
this Agreement may apply directly or indirectly through contractual, hiring, or
other arrangements on the grounds of race, color, creed, religion, national origin,
gender, age, or where there is the presence of any sensory, mental, or physical
handicap.
C.RDP shall, in addition:
i.Prepare and submit to the City an annual report no later than January 31 of each
year that includes a statement of financial condition and a projected annual
budget. This report shall review the operations of the previous year, define the
goals and objectives for the coming year for the Main Street program, list the
anticipated RDP Activities for the coming year for the Main Street programs and
describe RDP’s fundraising activities planned for the coming year to sustain RDP
as a viable non-profit organization.
ii.Not use any funds transferred from the City for gifting to individuals; promotional
hosting; purchasing alcohol, tobacco, or contraband; lobbying; furthering the
election or defeat of any candidate for public office; conducting voter
registration drives; supporting any partisan political activity; pursuing any activity
outside RDP’s non-profit mission; or otherwise using any funds transferred from
the City for any use which the City could not undertake directly.
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iii.Comply with all applicable laws, ordinances, regulations and codes of any
government having jurisdiction over RDP or its functions. This section shall apply
not only to RDP but also to anyone employed or retained by RDP.
4.Roles and Responsibility of the City to RDP: The City shall perform the following
services:
A.Designate one or more City staff members to provide support to RDP in the provision
of Main Street Activities, as time is available. Notwithstanding the foregoing, City staff
members shall not provide support to RDP for any activity for which City funds cannot
be used; this includes but is not necessarily limited to the activities listed in Section
3.C.ii of this Agreement.
B.Provide printing and mailing services for RDP’s publications and other marketing
materials for projects furthering the mission and goals of the RDP that benefit Renton
residents. Notwithstanding the foregoing, the value of such services will not exceed
Five Hundred Dollars ($500) per year.
C.Make available a fenced storage space in the City Center Parking Garage for RDP-
owned items used at Renton Farmers Market, per the list in Exhibit “A.” Pursuant to
Section 10 of this Agreement, the City shall have no liability associated with such
storage space.
5.No Future Commitments: The City makes no commitment to support, and assumes no
obligation for future support, of the activity contracted herein except as expressly set
forth in this Agreement.
A.Should anticipated sources of revenue to carry out the terms of this Agreement not
be available to the City, the City will be released from contracted liability with RDP for
that portion of the Agreement for which funds are not available.
B.In the event the City notifies RDP that funding is no longer available for all or a portion
of the services to be provided pursuant to this Agreement, RDP is released, upon
written notification from the City, from any obligation to provide said services.
C.Should funding no longer be available, the City will strive to give RDP one hundred
eighty (180) days’ notice.
6.Other Participation: This Agreement does not prohibit RDP from participating with any
other public or private agencies, organizations, and individuals or from accepting other
contributions or gifts.
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7.Duration & Termination:
A.This Agreement shall be for a period of ten (10) years beginning on the last date
executed below.
B.This Agreement may be terminated by either party for any cause upon not less than
one hundred and eighty (180) days’ written notice to the other party. Upon receipt
of a termination notice, the City shall cease any and all support including financial
support and in-kind services at the end of one hundred and eighty (180) days.
8.Record Maintenance: RDP shall maintain accounts and records, which properly reflect all
direct and indirect costs expended 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 (6) years after the termination of this Agreement.
RDP 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.
9.Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, RDP shall make a due diligent search of all
records in its possession or control relating to this Agreement, 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 RDP believes said
records need to be protected from disclosure, it may, at RDP’s own expense, seek judicial
protection. RDP 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 RDP has responsive records and for which RDP has withheld records or
information contained therein, or not provided them to the City in a timely manner. RDP
shall produce for distribution any and all records responsive to the Public Records Act
request in a timely manner, unless those records are p rotected by court order. The
provisions of this section shall survive the expiration or termination of this Agreement.
10.Hold Harmless: RDP 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, caused by the negligent acts, negligent errors or negligent
omissions of RDP in its performance of this Agreement or a breach of this Agreement by
RDP, except for that portion of the claims caused by the City’s sole negligence.
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It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute RDP’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.
Personal Property: All personal property stored or otherwise, including, but not limited
to, fixtures, equipment, or related materials upon any City premises will be at the risk of
RDP only, and the City will not be liable for any damage or theft thereof, whether or not
due in whole or in part to the negligence of any indemnitee or third party.
11.City of Renton Business License: RDP 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.
12.Insurance: RDP 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.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 RDP’s vehicles on the City’s Premises by or on behalf
of the City, beyond normal commutes.
C.RDP 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 RDP liability, nor shall the maintenance of any insurance
required by this Agreement be construed to limit the liability of RDP to the coverage
provided by such insurance or otherwise limit the City’s recourse to any remedy
available at law or in equity.
D.Subject to the City’s review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing any work.
E.RDP shall provide the City with written notice of any policy cancellation, within ten
(10)business days of their receipt of such notice.
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
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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
Cliff Long
Economic Development Director
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-6591
clong@Rentonwa.gov
RDP
Robert Bonner
for the Renton Downtown Partnership
RDP@gorenton.com
PO Box 1470
Renton, WA, 98057
Phone: (425) 279-3317
14.Other Provisions:
A.Approval Authority. Each individual executing this Agreement on behalf of the City
and RDP represents and warrants that such individuals are duly authorized to execute
and deliver this Agreement on behalf of the City or RDP.
B.Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
C.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. Jurisdiction and venue for any suits filed in connection with this Agreement
shall be 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.
D.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.
E.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.
F.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.
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G.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.
H.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.
I.Working Relationship. RDP and the City agree that each will collaborate with
respect to the services provided pursuant to this Agreement. Nothing in the
Agreement shall be considered to create the relationship of employer and
employee between the parties. Neither RDP nor any employee of RDP shall be
entitled to any benefits accorded City employees by virtue of the services provided
under this Agreement. The City shall not be responsible for withholding or otherwise
deducting Federal Income Tax, Social Security, contributing to the State Ind ustrial
Insurance Program, or otherwise assuming the duties of an employer with respect to
RDP, or any employees of RDP. RDP shall provide the City with sufficient proof of its
501 (c) (3) non-profit status, including IRS number and business license, if required.
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,
successors, assigns, and legal representatives of such other party with respect to all
covenants of the Agreement.
K.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 RDP from enforcing that provision or any other provision of
this Agreement in the future. Waiver of breach of any provision of this Agre ement
shall not be deemed to be a waiver of any prior or subsequent breach unless it is
expressly waived in writing.
L.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 next page.]
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CITY OF RENTON
By:_____________________________
RENTON DOWNTOWN PARTNERSHIP
By:____________________________
Armondo Pavone
Mayor
Robert Bonner
RDP President
_____________________________
Date
_____________________________
Date
Attest
_____________________________
Jason A. Seth
City Clerk
Approved as to Legal Form
_______________________________
Shane Moloney
Renton City Attorney
4/1/20214/12/2021
Approved by Leslie Clark via 3/24/2021 email
Quantity Item City Piazza Group
3 Chair carts x
8 ratchet straps x
6 High top round tables x
12 folding rectangular tables x
11 stanchions x
5 Chalkboard A-Frames
8 No Dog Signs x
2 EBT Signs x
3 Big FM Signs (banner)x
9 tents x
4 tents - king canopy x
10 trash cans x
6 Recycle frames x
70 chairs x
8 Cones x
44 Sandbags x
1 Summer Lunch A Frame x
1 Master Gardener A Frame x
2 No Swimming signs x
1 Pink Bucket x
8-ish Jazz People Sillouettes x
2 6' folding tables x
1 8' brown table x
1 yellow cart - tube metal/broken x
misc Renton Lions club items OTHER
misc RDP items OTHER
2 sections split rail fencing x
1 dolly x
1 helium tank x
7 tents/various states of parts x
1 pumpkin cut-out x
2 spider boxes x
3 boxes of CarShow items/7 fire extinguishers OTHER
multiple boxes of theme décor x
box market tee shirts x
box market bags x
box market display pieces x
boxes misc market info/marketing pieces x
multiple brooms/dustpans x
In trailer 8/13/19
South Storage 8/13/19
North Storage 8/13/19
EXHIBIT A