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HomeMy WebLinkAboutContract CAG-19-372 ,-cY 4� + + NTH AGREEMENT BETWEEN CITY OF RENTON AND THE RENTON SISTER CITIES ASSOCIATION THIS AGREEMENT, dated for reference purposes only as September 10, 2019, is by and between the City of Renton (the "City"), a Washington municipal corporation, and the Renton Sister Cities Association ("RSCA"), a Washington non-profit corporation. The City and RSCA are referred to collectively in this Agreement as the "Parties." 1. Scope: This Agreement defines the respective responsibilities and obligations of the City and RSCA regarding the sister city program in the City of Renton with Nishiwaki, Japan, and with Cuautla, Mexico, and programs directly associated with the City's sister city program. 2. Purpose: RSCA is organized exclusively to establish and promote "sister city" relationships in the spirit of goodwill and cooperation with cities throughout the world. Such relationships are intended to encourage educational, cultural, recreational, government, business and economic and other exchanges. 3. Roles and Responsibilities of RSCA to the City: A. RSCA shall perform the following services, which may be in collaboration with designated City staff as described in Section 4.C, for the benefit of the City and its residents: i. Expand citizen understanding of international cultures by promoting an awareness of cultural diversity; ii. Encourage opportunities for social and educational enrichment among international cultures; iii. Support international humanitarian efforts; iv. Share expertise in municipal problem-solving across international cultures; v. Support official sister city delegation visits including directing, managing, organizing and coordinating international sister city relations, programs and activities such as local tours and daily excursions, socials, exhibits, presentations, communications, art exchanges, and official visits to Renton City Hall and other City facilities. Collectively, the services listed in this Section 3.A are the "Sister City Activities." B. RSCA 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 Sister Cities International Association. iii. Retain the right to adopt and modify standard policies and procedures regulating Sister City 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. RSCA 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 for the previous year, define the goals and objectives for the coming year for the Nishiwaki and the Cuautla programs, list the anticipated Sister City Activities for the coming year for the Nishiwaki and the Cuautla programs, and describe RSCA's fundraising activities planned for the coming year to sustain RSCA 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; or pursuing any activity outside RSCA's non-profit mission. iii. Comply with all applicable laws, ordinances, regulations and codes of any government having jurisdiction over RSCA or its functions.This section shall apply not only to RSCA but also to anyone employed or retained by RSCA. PAGE 2 OF 8 4. Roles and Responsibility of the City to RSCA:The City shall perform the following services: A. Assist the RSCA in hosting Sister City Activities by endeavoring to assure representation of the Mayor's Office and of the City Council, when international representative(s) visit our community and by approving delegate status of representatives of the RSCA when visiting RSCA sponsored international communities. B. Reimburse RSCA up to a maximum of six thousand dollars($6,000) per year for RSCA's eligible costs toward Sister City Activities. Upon future review of programming and deliverables by RSCA, the City, at its sole discretion, may consider increasing annual support by an amendment to this Agreement. C. Designate one or more City staff members to provide support to RSCA in the provision of Sister City Activities, as time is available. Notwithstanding the foregoing, City staff members shall not provide support to RSCA 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. D. Authorize the Community Services Administrator, or a designee, to serve as a City contact for RSCA. E. Provide printing and mailing services for RSCA's publications and other marketing materials for projects furthering the mission and goals of the RSCA that benefit Renton residents. Notwithstanding the foregoing, the value of such services will not exceed Five Hundred Dollars ($500) per year. 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 RSCA for that portion of the Agreement for which funds are not available. B. In the event the City notifies RSCA that funding is no longer available for all or a portion of the services to be provided pursuant to this Agreement, RSCA 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 RSCA one hundred eighty (180) days' notice. PAGE 3 OF 8 6. Other Participation: This Agreement does not prohibit RSCA from participating with any other public or private agencies, organizations, and individuals or from accepting other contributions or gifts. 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: RSCA 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. RSCA 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, RSCA 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 RSCA believes said records need to be protected from disclosure, it may, at RSCA's own expense,seek judicial protection. RSCA 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 RSCA has responsive records and for which RSCA has withheld records or information contained therein, or not provided them to the City in a timely manner. RSCA 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. 10. Hold Harmless: RSCA 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 PAGE 4 OF 8 all persons or entities, caused by the negligent acts, negligent errors or negligent omissions of RSCA in its performance of this Agreement or a breach of this Agreement by RSCA, except for that portion of the claims caused by the City's sole negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute RSCA'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. 11. City of Renton Business License: RSCA 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: RSCA 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 RSCA's vehicles on the City's Premises by or on behalf of the City, beyond normal commutes. C. RSCA 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 RSCA liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of RSCA 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 the Work. E. RSCA 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 facsimile delivery will be deemed to have commenced on the first business day following PAGE 5 OF 8 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 RSCA Sonja Mejlaender 1. RSCA— Nishiwaki,Japan, Committee Community Relations & Events Coordinator 1055 South Grady Way Chris Johnson Renton, WA 98057 for the Renton-Nishiwaki Sister City Phone: (425) 430-6514 Committee smejlaender@Rentonwa.gov chris5255@gmail.com 519 Hoquiam Ave. NE, Renton, WA., 98059 Phone: (425) 381-7069 2. RSCA—Cuautla, Mexico, Committee Jonna Lee Hough for the Renton-Cuautla Sister City Committee jonnaleeh@icloud.com 6208 S. Norfolk, Seattle, WA., 98118 Phone: (206) 725-1074 14. Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and RSCA represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or RSCA. 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. PAGE 6Of8 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. 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. RSCA 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 RSCA nor any employee of RSCA 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 Industrial Insurance Program, or otherwise assuming-the'duties of an ehip1oyer with respect to RSCA, or any employees of RSCA. RSCA 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 RSCA 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. 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. PAGE 7 OF 8 IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON RENTON SISTER CITIES ASSOCIATION 14 By: By: Denis Law r is ert Mayor RCA President /0/07//7 Date Date Attest t3 Ja n A. Set C. y Clerk Approved as to Legal Form „its l.► .� Shane Moloney Renton City Attorney .4Rt" '11U11 ff1/ Aftt Yt' S E 4 I * - /1,„ r ED SE?`' ,••`��. �'r�1f71lI U1\I\t`� PAGE 8OF8