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HomeMy WebLinkAboutSAMPLE AGREEMENT Paint With Purpose Initiative - Artist 2025 AGREEMENT WITH INSERT ARTIST NAME RENTON PAINT WITH PURPOSE INITIATIVE THIS AGREEMENT, dated for reference purposes only as insert contemporary date for reference, is by and between the City of Renton (the “City”), a Washington municipal corporation, and insert legal entity name (“Artist”), insert entity type, including state/county, and sets forth the terms and conditions under which the City will provide a grant to Artist to create a Mural under the Renton Paint With Purpose Initiative (“Initiative”). The Initiative is funded through the 2025 Arts Sustained Support – LAA project of 4Culture, with participants selected according to Initiative Guidelines. The 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. Parties agree as follows: 1. Grant Amount and Disbursement. a. Amount. The total amount to be awarded to Artist under the Initiative is up to insert word amount dollars ($insert numeric amount) as a reimbursement for eligible expenses. Except as specifically provided herein, the Artist shall be solely responsible for payment of any taxes imposed as a result of this Agreement. b. Award Disbursement. i. Invoice: 1. Materials Request. Up to 25 % of the awarded amount may be made available on a “pre-paid” basis for initial needed materials, with documentation to be provided with the next invoice. 2. Reimbursement Request. Within 30 days after the completion of the Mural, the Artist shall submit a final invoice not to exceed the amount of the Award, less any payment for materials request. i. Payment. Payment shall be made by City within thirty (30) calendar days after receipt and approval by the appropriate City representative of the invoice. ii. No waiver. Payment for any reimbursement shall not constitute a waiver by the City of any remedies it may have for any breach of this Agreement by the Artist. PAGE 2 OF 7 iii. Tax implications. Grant funds may be taxable. Please consult your financial advisor/tax professional for guidance. If it is required by the IRS, a 1099 form will be issued to the Artist. 2. Scope and Performance. a. Artist, together with the Property Owner selected from the Initiative process, will be responsible for installing the Mural in its approved design, at the location identified through the Initiative process. b. Artist agrees to create and install Mural no later than 60 days after final execution of this Agreement. 3. Artist’s Grants and Representations: a. Delivery of Mural to City constitutes Artist’s certification that: i. Mural is the original work of Artist; ii. To the extent others contributed to the Mural, Artist assumes all responsibility and liability for any claims of right to the Mural by such others; iii. Artist owns all rights to Mural, including having obtained any rights that Artist did not originally possess; and iv. If Mural contains recognizable images of particular persons, Artist has obtained appropriate releases. b. Artist grants to City a non-exclusive license to graphically and electronically reproduce Mural, 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 Mural. 4. Scope of Eligible Expenditures: Grant funds disbursed under this Agreement shall only be used to pay or reimburse eligible expenses as described in the Criteria and in the “Initiative Call for Applications” a. Reimbursement Defined. “Reimbursement” means grant disbursement to Artist upon receipt by the City of invoices and documentation demonstrating eligible expenses. b. No Duplication of Payment. No grant funds may be used to pay or reimburse costs for expenditures for which Artist has received any other funding, whether state, federal or private in nature, for that same expense. 5. Artist Responsibilities. a. False Statement. The Artist understands and acknowledges that providing false information in the Application or on any documents submitted to the City or its designees as part of the Artist’s participation in the Initiative may constitute fraud, justify termination of this Agreement, trigger the Artist’s obligation to return funds, and may be subject to civil and/or criminal penalties and/or sanctions. b. No Employee Relationship. The Artist understands and acknowledges that neither the Artist nor any officer, employee or agent of the Artist shall be considered to be an employee of the City, nor entitled to any benefits accorded City employees, by virtue of the services provided under this Agreement. The City shall not be responsible for PAGE 3 OF 7 assuming the duties of an employer with respect to the Artist or any employee of the Artist. c. Non-discrimination. During the performance of this Agreement, the Artist shall comply with all federal and state nondiscrimination laws, including but not limited to, chapter 49.60 RCW, Washington’s Law Against Discrimination, and 42 U.S.C. 12101 et seq., the Americans with Disabilities Act (ADA). In the event of the Company’s noncompliance or refusal to comply with any nondiscrimination law, regulation, or policy, this Agreement may be rescinded, canceled, or terminated in whole or in part. d. Sole proprietorship or Individual. If the Artist is a sole proprietorship or if this Agreement is with an individual, the Artist agrees to notify the City and complete any required form if the Artist retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Artist’s failure to do so. 6. 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. Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. c. Artist shall name both the City and 4Culture as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. d. The 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 the City’s recourse to any remedy available at law or in equity. Any labor used by Artist, including volunteer and/or unpaid assistants, shall be covered by and/or the responsibility of the Artist. e. Subject to the City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before commencing the Mural. f. Artist shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 7. Records: Maintenance, Access, Disclosure. a. Records Maintained. Artist shall maintain all records and accounts with respect to all matters covered by this Agreement, including personnel, property, financial, and programmatic records and documents. b. Right of Access. The City, or its authorized representatives, shall have the right of access to records (electronic and otherwise) of Artist in order to conduct audits or other investigations. c. Subject to Disclosure. Artist acknowledges that records may be subject to disclosure under the Public Records Act, Ch. 42.56 RCW. PAGE 4 OF 7 10. Publications. Any publications produced with funds from this Agreement must display the public art support designation provided by City (logo, QR code, etc.) 11. Disclaimer by the City. The City expressly disclaims any and all responsibility or liability to Artist or third persons for the actions of Artist or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this Agreement or any other losses resulting in any way from the performance of the Agreement, or any subcontract thereto. This Agreement does not in any way establish an agency relationship between or among the City and/or Artist. 12. Indemnification. To the maximum extent permitted by law, Artist shall, at its cost and expense, protect, defend, indemnify, and hold harmless the City, its directors, officers, employees, and agents, from and against any and all demands, liabilities, causes of action, costs and expenses (including attorneys’ fees), claims, judgments, or awards of damages, arising out of or in any way resulting from the acts or omissions of Artist, its directors, officers, employees, or agents, relating in any way to Artist’s performance or non- performance under the Agreement. Artist agrees that its obligations under this paragraph extend to any demands, liabilities, causes of action, or claims brought by, or on behalf of, any of its employees or agents. For this purpose, Artist, by mutual negotiation, hereby waives, as respects the City only, any immunity that would otherwise be available against such claims under any industrial insurance act, including Title 51 RCW, other Worker’s Compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. These indemnification obligations shall survive the termination of the Agreement. 13. Expenses Incurred in Excess of Initiative Award Funds. Artist acknowledges that any expenses incurred in excess of Initiative Award Funds are the Artist’s sole responsibility and will not be paid by the City. 14. Repayment of Funds. If any funds provided to Artist were used in a manner that is not consistent or allowable as outlined in this Agreement, Artist shall return funds to City in the amount determined to be ineligible. Artist further agrees that it is financially responsible for and will repay the City any and all indicated amounts following an audit exception which occurs due to Artist’s failure, for any reason, to comply with the terms of this Agreement. This duty to repay the City shall not be diminished or extinguished by the termination of the Agreement. 15. Termination. The City reserves the right to terminate this Agreement at any time, with or without cause by giving thirty (30) calendar days’ notice to the Artist in writing. In the event of such termination or suspension, Artist waives any right to un-distributed portions of the award. 16. Conflict of Interest. PAGE 5 OF 7 a. Artist designees, agents, members, officers, employees, consultants, and any other public official who exercises or who has exercised any functions or responsibilities with respect to the Initiative during his or her tenure, or who is in a position to participate in a decision-making process or gain inside information with regard to the Initiative, are barred from any interest, direct or indirect, in any grant or proceeds of the Initiative, or benefit there from, which is part of this Agreement at any time during or after such person's tenure. b. 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 Artist shall not give a gift of any kind to City employees or officials. c. 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 the Artist, negotiating or administering this Agreement, or evaluating the Artist’s performance of the Work. 17. 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 Jessie Kotarski Economic Development Manager CED/City of Renton 1055 South Grady Way, 6th Floor Renton, WA 98057 Phone: (425) 430-7271 Email: jkotarski@rentonwa.gov ARTIST Contact Name Contact Title Entity Legal Name Mailing Address City, State ZIP Code Phone: full # Including Area Code Email: Username @ Domain name 18. Waiver/Conflict of Terms. a. Any waiver by the Artist or the City of the breach of any provision of this Agreement by the other party will not operate, or be construed, as a waiver of any subsequent breach by either party or prevent either party from thereafter enforcing any such provisions. b. In the event of any inconsistencies between Artist 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 PAGE 6 OF 7 referenced within this Agreement. To the extent a Artist-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. 19. Modification. This Agreement may only be amended by written agreement signed by both Parties. 20. Conflicts. In the event of any inconsistencies between Artist proposals or Artist-prepared exhibits and this Agreement, the terms of this Agreement shall prevail. 21. Severability. In the event any term or condition of this Agreement or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other terms, conditions, or applications of this Agreement that can be given effect without the invalid term, condition, or application. To this end, the terms and conditions of the Agreement are declared severable. 22. Governing Laws. 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 City Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King City, Washington, or its replacement or successor. Artist hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Artist is a foreign corporation not registered with the State of Washington. 23. Complete Agreement. This Agreement sets forth the complete expression of the agreement between the Parties, and any oral representations or understandings not incorporated herein are excluded. 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. EXHIBITS: 1. Maintenance Plan 2. Design Concept IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. [SIGNATURE PAGE TO FOLLOW] PAGE 7 OF 7 CITY OF RENTON By:________________________ BENEFICIARY By:___________________________ Authorized Signer’s Name Signer’s Title Authorized Signer’s Name Enter Signer’s Title __________________________ Date _____________________________ Date Attest [Only Needed if Mayor Signature Required – if not, delete this block] ___________________________ Jason A. Seth City Clerk Approved as to legal form: __________________________ M. Patrice Kent Sr. Assistant City Attorney Grant Template: 03.28.2025 (File # 3383– Award Ref #:______)