HomeMy WebLinkAboutContract CAG-19-108
AGREEMENT WITH SHUNPIKE FOR DOWNTOWN STOREFRONT
WINDOW PROJECT
THIS AGREEMENT, dated for reference purposes as March 18, 2019, is by and between the City
of Renton ("CITY"), a Washington municipal corporation, and Shunpike ("CONSULTANT"), a
Washington Non-Profit Corporation. CITY and CONSULTANT 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 CONSULTANT mutually wish to contract for CONSULTANT's
services to activate empty storefronts with vibrant local art and creative projects in
downtown Renton.
2. Scope of Work: CONSULTANT agrees to provide design and installation of three
temporary storefront window displays in Downtown Renton as specified in Exhibit A,
which is attached and incorporated herein and may hereinafter be referred to as the
"Work."
3. Changes in Scope of Work: The CITY, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such
changes to the Work shall be ordered by the CITY in writing and the Compensation shall
be equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise
mutually agreed by the Parties.
4. Time of Performance: CONSULTANT shall commence performance of the Agreement on
March 21, 2019. CONSULTANT warrants that all Work undertaken prior to CONSULANT's
execution of this Agreement was made in compliance with the terms of this Agreement,
and by executing this Agreement CONSULTANT waives any and all rights it may have had to
assert that the CITY's actions or omissions prior to the CITY's execution of this Agreement
constitute contractual breach or otherwise give rise to liability in favor of CONSULTANT.
5. Compensation:
A. Amount. Total compensation to CONSULTANT for Work provided pursuant to this
Agreement shall not exceed $3,600, plus any applicable state and local sales taxes.
Compensation shall be paid based upon Work actually performed according to the
rate(s) or amounts specified in Exhibit A. The CONSULTANT agrees that any hourly or
flat rate charged by it for its Work shall remain locked at the negotiated rate(s)
unless otherwise agreed to in writing or provided in Exhibit A. Except as specifically
provided herein, the CONSULTANT 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. Upon completion of the art installations described in Exhibit A,
CONSULTANT shall submit a voucher or invoice in a form specified by CITY. Payment
shall be made by CITY and participating community organizations within thirty (30)
calendar days after receipt and approval by the appropriate CITY representative of
the voucher or invoice. CITY may withhold payment for work that does not meet the
requirements of this Agreement.
6. Termination: This Agreement shall terminate on July 30, 2019.
7. Warranties And Right To Use Work Product: CONSULTANT represents and warrants
that CONSULTANT will perform all Work identified in this Agreement in a professional
and workmanlike manner and in accordance with all reasonable and professional
standards and laws. Compliance with professional standards includes, as applicable,
performing the Work in compliance with applicable CITY standards or guidelines (e.g.
design criteria and Standard Plans for Road, Bridge and Municipal Construction).
Professional engineers shall certify engineering plans, specifications, plats, and reports,
as applicable, pursuant to RCW 18.43.070. In performing the Work, CONSULTANT will
facilitate the delivery of work product created by third parties to the CITY. CONSULTANT
warrants that it has obtained permission from these third parties to use and display the
work product for the purposes of this Agreement. CONSULTANT grants to the CITY a
non-exclusive right and license to use, reproduce, distribute, adapt, modify, and display
all final work product produced pursuant to this Agreement and such license shall be in
effect until the termination of this Agreement. The CITY's or other's adaptation,
modification or use of the final work products other than for the purposes of this
Agreement shall be without liability to the CONSULTANT.The provisions of this section
shall survive the expiration or termination of this Agreement.
8. Record Maintenance: CONSULTANT 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.
CONSULTANT 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).
CONSULTANT 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 CONSULTANT has responsive records
and for which CONSULTANT 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.
9. independent Contractor Relationship: CONSULTANT is retained by CITY only for the
purposes and to the extent set forth in this Agreement. The nature of the relationship
between CONSULTANT and CITY shall be that of an independent contractor, not
employee.
10. [Intentionally omitted.]
11. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, CONSULTANT agrees as follows: CONSULTANT, and CONSULTANT'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 the Work or any other benefits under this Agreement, or procurement of
materials or supplies.
12. City of Renton Business License: The CONSULTANT 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.
Information regarding acquiring a city business license can be found at:
http://www.rentonwa.gov/cros/One.aspx?portalld=7922741&pageld=9824882
Information regarding State business licensing requirements can be found at:
http://dor.wa.gov/doing-business/register-my-business
13. Insurance: CONSULTANT 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 CONSULTANT's vehicles on the CITY's Premises
by or on behalf of the CITY, beyond normal commutes.
E. CONSULTANT 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 CONSULTANT liability, nor shall the
maintenance of any insurance required by this Agreement be construed to limit the
liability of CONSULTANT to the coverage provided by such insurance or otherwise
limit the CITY's recourse to any remedy available at law or in equity.
F. Subject to the CITY's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the CITY before performing the Work.
CONSULTANT shall provide the CITY with written notice of any policy cancellation,
within two (2) business days of their receipt of such notice.
14. Other Provisions:
A. 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.
B. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
C. Successors and Assigns. Neither CITY nor CONSULTANT 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 CONSULTANT proposals or
CONSULTANT-prepared exhibits and this Agreement, the terms of this Agreement
shall prevail.
E. 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.
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.
CITY OF RENTON CONSULTANT
By:
C.E. "Chip"Vincent Line Sandsmark
Administrator, City of Renton, CONSULTANT
Community and Economic
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Telephone/Email Address
Approved as to Legal Form
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Renton City Attorney
Non-standard,4-5-2019(LCC)
Shunpike Storefronts-Renton
Storefronts Seattle-Renton Municipal Arts Commission
Scope of Work
Renton Municipal Arts Commission agrees to:
• Provide access to the three (3) display windows in Down Town Renton,
identified below,for use by Shunpike Storefronts in the course of presenting
arts display installations
• Help announce and market these projects to employees,tenants,and
partners in the immediate vicinity of the project spaces
• Consult,from time to time,with Storefronts staff on issues related to the
program,the neighborhood,and the properties
• Pay to Shunpike a programming fee of$1,200 per window space per
exhibition,one exhibition being defined as the three (3) window
installations,for a total of$3,600 per exhibition.
Shunpike agrees to:
• Program temporary arts installations in three (3) display windows,identified
below,on a rotating basis. Projects will be suitable to a general audience, of
the highest artistic integrity,and will be representative of the types of
projects Storefronts has previously presented in South Lake Union and
elsewhere.
• Projects will rotate (be installed and de-installed) on a variable basis,ranging
from 3 (3) months to six (6) months,depending on a variety of factors
including budgets,timely payments determined by Storefronts staff and
input by Renton Arts Commission.
• Administer all aspects of programming,including but not limited to art
installation and de-installation,signage,lighting,upkeep,and artist relations.
• Manage all press relations and marketing for the project,including but not
limited to walking maps,online presence,social media,and opening events.
• Create and manage a regional roster of vetted projects from which the
window installations will be programmed for Renton and other
neighborhoods and participate in the selection panels for the roster.
• Return the spaces to Renton at the conclusion of the programming contract
in good condition,considering reasonable wear and tear.
Display windows to be programmed are:
• Three (3)windows at 700 S 3rd St
Shunpike Storefronts-Renton
Storefronts Seattle-Renton Municipal Arts Commission
Scope of Work
Renton Municipal Arts Commission agrees to:
• Provide access to the three (3) display windows in Down Town Renton,
identified below,for use by Shunpike Storefronts in the course of presenting
arts display installations
• Help announce and market these projects to employees,tenants,and
partners in the immediate vicinity of the project spaces
• Consult,from time to time,with Storefronts staff on issues related to the
program,the neighborhood,and the properties
• Pay to Shunpike a programming fee of$1,200 per window space per
exhibition,one exhibition being defined as the three (3)window
installations,for a total of$3,600 per exhibition.
Shunpike agrees to:
• Program temporary arts installations in three (3) display windows,identified
below,on a rotating basis. Projects will be suitable to a general audience,of
the highest artistic integrity,and will be representative of the types of
projects Storefronts has previously presented in South Lake Union and
elsewhere.
• Projects will rotate (be installed and de-installed) on a variable basis,ranging
from 3 (3) months to six (6) months,depending on a variety of factors
including budgets,timely payments determined by Storefronts staff and
input by Renton Arts Commission.
• Administer all aspects of programming,including but not limited to art
installation and de-installation,signage,lighting,upkeep,and artist relations.
• Manage all press relations and marketing for the project,including but not
limited to walking maps,online presence,social media,and opening events.
• Create and manage a regional roster of vetted projects from which the
window installations will be programmed for Renton and other
neighborhoods and participate in the selection panels for the roster.
• Return the spaces to Renton at the conclusion of the programming contract
in good condition,considering reasonable wear and tear.
Display windows to be programmed are:
• Three (3) windows at 700 S 3rd St