HomeMy WebLinkAboutContract2022 GRANT BENEFICIARY/ARTIST AGREEMENT
WITH NORTHWEST ENTERTAINMENT ALLIANCE
RENTON MUNICIPAL ARTS COMMISSION GRANT PROGRAM
THIS AGREEMENT, dated for reference purposes only as April 6, 2022, is by and between the City
of Renton (the “City”), a Washington municipal corporation, and Northwest Entertainment
Alliance dba KingConNW (“Beneficiary/Artist”), a Washington nonprofit and sets forth the terms
and conditions under which the City will provide a grant to Beneficiary/Artist under the Renton
Municipal Arts Commission, Municipal Art Fund, Grant Program (“Program”). The Program is
funded through the Renton Municipal Art Fund (RMC 2-8-7.B) (“Fund”), as authorized by the
Renton City Council on November 2, 2020, pursuant to RMC 2-8-4.C and 2-8-7.B.3.
The City and the Beneficiary/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.
RECITALS:
WHEREAS, the City of Renton recognizes and acknowledges the importance of, and benefit to
the public in, providing visual art and performance in its public works and facilities, and the
community as a whole; and,
WHEREAS, the City created the Renton Municipal Arts Commission (“Commission”) to advise the
Mayor and City Council on artistic and cultural development of the City, and to disburse money
budgeted to it for cultural arts performances and other events, art-related programs and
activities and support of artists and arts and cultural organizations, as resources allow through
the City’s Municipal Art Fund; and,
WHEREAS, the Commission established Application Criteria (Exhibit 1), issued a Call for
Application (Call for Application” at Exhibit 2), reviewed Applications (“Beneficiary/Artist’s
Application” at Exhibit 3), and established a list of Projects awarded from the Fund (“Projects
Awarded” at Exhibit 4), each Exhibit is incorporated herein by reference; and
WHEREAS, on March 1, 2022 the Commission reviewed the Beneficiary/Artist’s Application and
determined that the Beneficiary/Artist is eligible for assistance under this Program and is
promoting arts and culture in Renton.
CAG-22-363
PAGE 2 OF 9
NOW THEREFORE, in consideration of the mutual covenants and agreements herein, the
Parties agree as follows:
AGREEMENT
1.Grant Amount and Disbursement.
a. Amount. The total amount to be awarded to Beneficiary/Artist under the
Program is up to five thousand dollars ($5,000) as a reimbursement for eligible
expenses. Except as specifically provided herein, the Beneficiary/Artist shall
be solely responsible for payment of any taxes imposed as a result of this
Agreement.
b.Award Disbursement.
i.Reimbursement Request. On a monthly, or no less than quarterly basis
during any quarter in which artistic and cultural support is completed,
Beneficiary/Artist shall submit reimbursement request(s) in a format
acceptable to the City (Exhibit 5) with supporting documentation
including, but not limited to, invoices or reports demonstrating
expenses for which reimbursement is sought.
ii.Effect of Award. Other than as specified, Beneficiary/Artist
relinquishes the right to any financial proceeds in association with
City’s use or reproductions of PROJECT.
iii.Payment. Payment shall be made by City within thirty (30) calendar
days after receipt and approval by the appropriate City representative
of the invoice.
iv.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 Beneficiary/Artist.
v.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 Beneficiary/Artist.
2.Scope and Performance: Beneficiary/Artist agrees to create and install artwork or
produce an event as specified in Exhibit 3 “Beneficiary/Artist’s Application” which is
attached and incorporated herein. Such scope is hereinafter referred to as “PROJECT.”
a.Prior to scheduling the installation or production, Beneficiary/Artist agrees to
discuss the contents of the proposed PROJECT with designated City staff to
address necessary Council approvals, coordination with affected City
departments, compliance with affected City regulations such as signage or
event permits, materials to be used, and/or documentation of agreements
with Beneficiary/Artist partners such as private property where the PROJECT
will be presented. These discussions may result in revision of the PROJECT as
proposed.
PAGE 3 OF 9
b.The final design will be provided to the City’s Municipal Arts Commission for
review, request for further revision as needed, and final confirmation prior to
installation or production of the PROJECT.
c.Beneficiary/Artist will be responsible for installing the PROJECT in its approved
design at the location identified in Exhibit 3.
d.Beneficiary/Artist agrees to create and install PROJECT no later than
December 31, 2022.
3.Installation on Private Property [RESERVED]
4.Beneficiary/Artist’s Grants and Representations:
a.Delivery of PROJECT to City constitutes Beneficiary/Artist’s certification that:
i.PROJECT is the original work of Beneficiary/Artist;
ii.To the extent others contributed to the PROJECT, Beneficiary/Artist
assumes all responsibility and liability for any claims of right to the
PROJECT by such others;
iii. Beneficiary/Artist owns all rights to PROJECT, including having obtained
any rights that Beneficiary/Artist did not originally possess; and
iv.if PROJECT contains recognizable images of particular persons,
Beneficiary/Artist has obtained appropriate releases.
b.Beneficiary/Artist acknowledges that, except for PROJECT to which section 3 of
this Agreement applies, the PROJECT will be displayed on City-owned property at
the discretion of the City. The City retains all right to remove, maintain, restore,
relocate, or otherwise alter the PROJECT in the future for any reason.
c.Beneficiary/Artist grants to City a non-exclusive license to graphically and
electronically reproduce PROJECT, while on display, for any and all future publicity
endeavors conducted by City, provided that any such reproduction is credited to
Beneficiary/Artist by name. City may use the Beneficiary/Artist’s photograph,
other likeness, or biography in connection with the use of PROJECT.
5.Final Report: Together with the final reimbursement request, and in a format acceptable
to the City (Exhibit 6), Beneficiary/Artist shall submit a final report detailing outcomes
related to budget, activities, objectives, and attendance as first described in the
Beneficiary/Artist’s application for the Grant.
6.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 (Exhibit 1) and in
the “Program Call for Applications” (Exhibit 2)
a.Reimbursement Defined. “Reimbursement” means grant disbursement to
Beneficiary/Artist upon receipt by the City of invoices and documentation
demonstrating eligible expenses.
PAGE 4 OF 9
b.No Duplication of Payment. No grant funds may be used to pay or reimburse
costs for expenditures for which Beneficiary/Artist has received any other
funding, whether state, federal or private in nature, for that same expense.
7.Beneficiary/Artist Responsibilities.
a.False Statement. The Beneficiary/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 Beneficiary/Artist’s participation in
the Program may constitute fraud, justify termination of this Agreement,
trigger the Beneficiary/Artist’s obligation to return funds, and may be subject
to civil and/or criminal penalties and/or sanctions.
b.No Employee Relationship. The Beneficiary/Artist understands and
acknowledges that neither the Beneficiary/Artist nor any officer, employee or
agent of the Beneficiary/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
assuming the duties of an employer with respect to the Beneficiary/Artist or
any employee of the Beneficiary/Artist.
c.Non-discrimination. During the performance of this Agreement, the
Beneficiary/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 Beneficiary/Artist is a sole
proprietorship or if this Agreement is with an individual, the Beneficiary/Artist
agrees to notify the City and complete any required form if the
Beneficiary/Artist retired under a State of Washington retirement system and
agrees to indemnify any losses the City may sustain through the
Beneficiary/Artist’s failure to do so.
8. Insurance: Beneficiary/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.
PAGE 5 OF 9
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 Beneficiary’s
vehicles on the City’s Premises by or on behalf of the City, beyond normal
commutes.
e.Beneficiary/Artist 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
Beneficiary/Artist liability, nor shall the maintenance of any insurance
required by this Agreement be construed to limit the liability of
Beneficiary/Artist 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
PROJECT.
g.Beneficiary/Artist shall provide the City with written notice of any policy
cancellation, within two (2) business days of their receipt of such notice.
9.Records: Maintenance, Access, Disclosure.
a.Records Maintained. Beneficiary/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.Retention Period. These records shall be maintained for as long as may be
required by applicable Washington State records retention laws, but in any
case for a period of six (6) years after all funds have been expended or
returned to the City, whichever is later, to ensure proper accounting for all
funds and compliance with the Agreement.
c.Litigation or Audit. If any litigation, claim or audit is started before the
expiration of the six (6) year period provided in Section 4(b) above, the records
shall be retained until all litigation, claims, or audit findings involving the
records have been resolved.
d.Right of Access. The City, or its authorized representatives, shall have the right
of access to records (electronic and otherwise) of Beneficiary/Artist in order
to conduct audits or other investigations.
e.Subject to Disclosure. Beneficiary/Artist acknowledges that records may be
subject to disclosure under the Public Records Act, Ch. 42.56 RCW.
i.To the full extent the City determines necessary to comply with the
Washington State Public Records Act, Beneficiary/Artist shall make a
due diligent search of all records in its possession or control relating to
this Agreement and the PROJECT, including, but not limited to, e-mail,
correspondence, notes, saved telephone messages, recordings,
photos, or drawings and provide them to the City for production.
PAGE 6 OF 9
ii.In the event Beneficiary/Artist believes said records need to be
protected from disclosure, it may, at Beneficiary/Artist’s own expense,
seek judicial protection. Beneficiary/Artist 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 Beneficiary/Artist has responsive records and for which
Beneficiary/Artist has withheld records or information contained
therein, or not provided them to the City in a timely manner.
10.Beneficiary/Artist shall produce to the City 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.
11.Publications. Any publications produced with funds from this Agreement must display the
following language: “This project is being supported, in whole or in part, by a grant from the
City of Renton.”
12.Disclaimer by the City. The City expressly disclaims any and all responsibility or liability to
Beneficiary/Artist or third persons for the actions of Beneficiary/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 Beneficiary/Artist.
13.Expenses Incurred in Excess of Program Award Funds. Beneficiary/Artist acknowledges that
any expenses incurred in excess of Program Award Funds are the Beneficiary/Artist’s sole
responsibility and will not be paid by the City.
14.Repayment of Funds. If any funds provided to Beneficiary/Artist were used in a manner that
is not consistent or allowable as outlined in this Agreement, Beneficiary/Artist shall return
funds to City in the amount determined to be ineligible. Beneficiary/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 Beneficiary/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 ten (10) calendar days’ notice to the Beneficiary/Artist in writing.
In the event of such termination or suspension, Beneficiary/Artist waives any right to un-
distributed portions of the award.
PAGE 7 OF 9
16.Conflict of Interest.
a. Beneficiary/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 Program 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 Program, are barred from any
interest, direct or indirect, in any grant or proceeds of the Program, 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 Beneficiary/Artist
shall not give a gift of any kind to City employees or officials.
c.Beneficiary/Artist also confirms that Beneficiary/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 Beneficiary/Artist,
negotiating or administering this Agreement, or evaluating the
Beneficiary/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
BENEFICIARY/ARTIST
Brian Morris
CEO
Northwest Entertainment Alliance
4329 SE 3rd St
Renton, WA 98059
Phone: (206) 914-8054
Email: admin@kingconnw.com
18.Waiver/Conflict of Terms.
a.Any waiver by the Beneficiary/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.
PAGE 8 OF 9
b.In the event of any inconsistencies between Beneficiary/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 referenced within this
Agreement. To the extent a Beneficiary/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 Beneficiary/Artist proposals or
Beneficiary/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. Beneficiary/Artist hereby expressly
consents to the personal and exclusive jurisdiction and venue of such court even if
Beneficiary/Artist is a foreign corporation not registered with the State of Washington.
23. Indemnification. To the maximum extent permitted by law, Beneficiary/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
Beneficiary/Artist, its directors, officers, employees, or agents, relating in any way to
Beneficiary/Artist’s performance or non-performance under the Agreement.
Beneficiary/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, Beneficiary/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
PAGE 9 OF 9
which would otherwise be applicable in the case of such claim. These indemnification
obligations shall survive the termination of the Agreement.
24.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 – Renton Municipal Arts Commission Grant Program – Application Criteria
2 – Renton Municipal Arts Commission Grant Program – Call for Applications
3 – Renton Municipal Arts Commission Grant Program – Beneficiary/Artist’s Application
4 – Renton Municipal Arts Commission Grant Program – Projects Awarded
5 – Renton Municipal Arts Commission Grant Program – Reimbursement Request Form
6 – Renton Municipal Arts Commission Grant Program – Final Report Form
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON
By:_____________________________
BENEFICIARY/ARTIST
By:____________________________
C.E. “Chip” Vincent
CED Administrator
Brian Morris
CEO
_____________________________
Date
_____________________________
Date
Approved as to Legal Form
By: __________________________
M. Patrice Kent
Sr. Assistant City Attorney
Grant Template: 02.16.2022 (legal ref # 1967)
9/29/2022 9/28/2022
Approved by Patrice Kent via 4/7/2022 email