Arts Commission ArtsWA Creative District Program Capital Grant CP2022-OPS-003❑ (1) Intergovernmental Agreement ❑ (L) Lease Agreement
Z Z (S) Purchase of Services n (W) Public Works n (0) Other
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Il'— Bid/RFP Number:
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vEffective Date:
� 005/10/2022
Has the original City contract boilerplate language been modified?
I.- If yes, specify which sections have been modified:
pDescription
V of Services:
Total Amount of Contract: $ 34,000.00
Date: 06/30/2023
Budget # Amount:
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Budget # Amount:
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QBudget # Amount:
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QAre there sufficient funds in the current budget to cover this contract? O Yes O No
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CONTRACT ROUTING FORM
No. 20220510
(City Clerk Use Only)
Z Originator: Megan Luttrell Routed by: Megan Luttrell
Department/Division: Community Services/Econ Development Date: 05/09/2022
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p� Name of Consultant/Contractor: ArtsWA
CONTRACT TITLE:
c Creative District Program - Capital Grant CP2022-OPS-003
Type of Contract: �✓ (GR) Grants
Mayor
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1. Project Manager
Q ❑ 2. Risk Management/Budget
Z �✓ 3. City Attorney
C0 ❑ 4. Consultant/Contractor
0) �✓ 5.Other
❑ 6. City Council Approval
Date (if applicable)
f717. Mayor
❑ 8. City Clerk
WASHINGTON STATE
ARTS COMMISSION
Name:
Address.
Phone Number:
E-mail:
Statewide Vendor #:
WASHINGTON STATE ARTS COMMISSION
CREATIVE DISTRICTS PROGRAM
RCW 43.17
Contract #CP2022-OPS-003
City of Edmonds
121 5th Ave N
Edmonds, WA 98020
michael.nelson@edmondswa.gov
SWV0013866-00
PROFESSIONAL SERVICES CONTRACT
This Contract is entered into by and between the Washington State Arts Commission
(COMMISSION) 711 Capitol Way S., Suite 600, PO Box 42675, Olympia, WA 98504-2675 and
City of Edmonds hereinafter referred to as CONTRACTOR.
The COMMISSION and CONTRACTOR MUTUALLY UNDERSTAND AND AGREE AS FOLLOWS:
The COMMISSION and CONTRACTOR enter into this Contract for the purpose of developing,
sponsoring, promoting or administering [describe the activity, project or program], which is related to
the growth and development of the arts and humanities in the State of Washington. RCW 43.46
provides the statutory authorization for this Contract. It is administered under WAC Title 30.
The CONTRACTOR agrees to perform the following services for the COMMISSION:
1) SCOPE OF WORK:
Contractor agrees to complete wayfinding signage
project focusing on the creation, fabrication
and installation of artist designed, creative district
welcome signage and creative district
specific elements. Including but not limited to, the
street improvements conceptual design
development.
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Professional Services Contract Contract #CP2022-OPS-003
2) BUDGET
$34,000.00 in Capital Funds.
3) PAYMENT SCHEDULE
The CONTRACTOR's compensation for services rendered shall be based in accordance with the
following terms and conditions:
1. No funds will be paid to the CONTRACTOR in advance of the stated start date.
2. All requests for payment shall be made using the Invoice Voucher (Form A19-
1A), Attachment A".
3. Payments will be made AFTER the expenses for which COMMISSION funds were
committed have been incurred.
4. The COMMISSION will make payment to the CONTRACTOR within 45 business days of
receipt of a properly completed Invoice Voucher submitted with documentation, if
documentation is applicable.
The COMMISSION agrees to pay the CONTRACTOR a fee not to exceed:
$34,000.00.
Paid in 4 disbursements of $8,500.00 at the request of the contractor
between May 15th, 2022 and June 30th, 2023.
4) TIME SCHEDULE
The services covered by this Contract begin on May 15th, 2022 or date of execution on the
contract, whichever date is later, and ends on June 30, 2023.
5) INDEMNIFICATION
To the fullest extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless the
State of Washington, the COMMISSION, agencies of State, and all officials, agents, and employees
of State, from and against any liability, damages, claims, suit, and/or expenses arising out of or
resulting from the performance of the Contract. CONTRACTOR's obligation to indemnify, defend, and
hold harmless includes any claim by CONTRACTOR's agents, employees, representatives, or any
subcontractor or its employees.
CONTRACTOR expressly agrees to indemnify, defend, and hold harmless the State for any claim
arising out of or incident to CONTRACTOR's or any sub-CONTRACTOR's performance or failure to
perform the Contract. CONTRACTOR shall be required to indemnify, defend, and hold harmless the
State only to the extent claim is caused in whole or in part by negligent acts or omissions of
CONTRACTOR. CONTRACTOR waives its immunity under Title 51 RCW to the extent it is required
to indemnify, defend and hold harmless State and its agencies, officials, agents, or employees.
6) INDEPENDENT CONTRACTOR
This Contract creates an independent CONTRACTOR relationship. The CONTRACTOR and its
employees or agents performing under this Contract are not employees or agents of the
COMMISSION or the State of Washington. The CONTRACTOR and its employees or agents will not
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Professional Services Contract Contract #CP2022-OPS-003
hold themselves out as nor claim to be officers or employees of the COMMISSION or of the State of
Washington by reason of this Contract and will not make any claim, demand, or application to or for
any right or privilege which would accrue to such an officer or employee under law. The COMMISSION
shall not control or otherwise supervise the manner in which this Contract is performed. Conduct and
control of the work will be solely with the CONTRACTOR.
All payments accrued on account of payroll taxes, unemployment contributions, any other taxes,
insurance or other expenses for the CONTRACTOR or its staff shall be the sole responsibility of the
CONTRACTOR.
7) COMPLIANCE WITH LAWS AND REGULATIONS
The CONTRACTOR shall comply with, and COMMISSION is not responsible for determining
compliance with, all applicable and current federal, state, and local laws, regulations, and policies,
including all applicable local, state, and federal licensing, accreditation, and registration
requirements/standards necessary for the performance of this Contract. The CONTRACTOR shall
complete registration with the Department of Revenue, as applicable, and be responsible for payment
of all taxes due on payments made under this Contract.
During the performance of this Contract, the CONTRACTOR shall comply with all federal and state
nondiscrimination laws, regulations, or policies. The CONTRACTOR shall have no mandatory
individual arbitration clauses and Class or Collective Action Waivers for Employees. The
CONTRACTOR shall not require its employees, as a condition of employment, to sign or agree to
mandatory individual arbitration clauses or class or collective action waivers.
This Contract shall be construed and interpreted in accordance with the laws of the state of
Washington and venue of any action brought hereunder shall be in the Superior Court for Thurston
County.
8) AMENDMENTS AND WAIVER
No provision of this Contract may be amended, modified or supplemented except in writing signed by
the COMMISSION and the CONTRACTOR.
Waiver of any breach of any term or condition of this Contract shall not be deemed a waiver of any
prior or subsequent breach. No term or condition of this Contract shall be held to be waived, modified,
or deleted except by a written instrument signed by the parties.
9) TERMINATION FOR CAUSE
If the COMMISSION determines the CONTRACTOR has failed to comply with the terms of this
Contract in a timely manner, the COMMISSION has the right to suspend or terminate the Contract.
Before suspending or terminating the Contract, the COMMISSION shall notify the CONTRACTOR in
writing of the need to take corrective action. If corrective action is not taken within fifteen (15) days of
receiving notice, COMMISSION may terminate or suspend the Contract.
10) TERMINATION FOR CONVENIENCE
If the state government or other funding source withdraws, reduces, or limits in any way the funds
appropriated for the work under this Contract, the COMMISSION may terminate the Contract for
convenience without advance notice. The CONTRACTOR shall be reimbursed for eligible fees and
expenses incurred prior to the effective date of such termination and not otherwise paid for by the
COMMISSION, as the COMMISSION reasonably determines.
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Professional Services Contract Contract #CP2022-OPS-003
II)INSURANCE
In the event that services delivered pursuant to this Contract involve the use of vehicles, or the
transportation of clients, current automobile liability insurance shall be required. CONTRACTOR will
waive all rights against the State of Washington for the recovery of damages to the extent they are
covered by automobile liability insurance, business auto liability or commercial umbrella liability
insurance. Upon request, CONTRACTOR shall furnish evidence in the form of a certificate of
insurance satisfactory to the State of Washington. Failure to provide proof of insurance, as required,
will result in Contract cancellation.
12) RECORDS RETENTION
The CONTRACTOR shall maintain all books, records, documents, data and other evidence relating
to this Contract and performance of the services described herein, including but not limited to
accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs
of any nature expended in the performance of this Contract. CONTRACTOR shall retain such records
for a period of six years following the date of final payment. At no additional cost, these records,
including materials generated under the Contract, shall be subject at all reasonable times to inspection,
review or audit by the COMMISSION, personnel duly authorized by the COMMISSION, the Office of
the State Auditor, and federal and state officials so authorized by law, regulation, or agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records
shall be retained until all litigation, claims, or audit findings involving the records have been resolved.
13) ENTIRE AGREEMENT
This Contract contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to
exist or to bind any of the parties.
This Contract is effective on: May 15th, 2022 or date of execution on the contract, whichever
date is later, and ends on June 30, 2023.
City of Edmonds
Sign ture of party authorized to sign for CONTRACTOR)
Mike Nelson
(Printed name of signatory)
Mayor
(Title of signatory)
5/10/2022
(Signature Date)
APPROVED AS TO FORM:
Washington State Arts Commission
Karen Hanan, Executive Director
5/17/22
(Signature Date)
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Professional Services Contract Contract #CP2022-OPS-003
(Signature of Sharon James, Assistant Attorney General, State of Washington, on file in the fiscal
office)
Professional Services Contract Contract #CP2022-OPS-003