HomeMy WebLinkAboutContract CAG-1 9-206
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AGREEMENT FOR MAINTENANCE OF ART - TSUTAKAWA
FOUNTAIN AT MAPLEWOOD GOLF COURSE
THIS AGREEMENT ("Agreement") is made July 15, 2019, (the "Effective Date") by and between
the City of Renton ("City"), a Washington municipal corporation and Artech, Inc, ("Contractor") a
Washington Corporation, who are collectively referred to as the "Parties", to provide for
maintenance services for the City-owned art Tsutakawa Fountain. Renton and Contractor agree
as set forth below.
1. Scope of Services: Contractor agrees to provide maintenance services for the City-
owned art installation Tsutakawa Fountain as specified in Exhibit A, which is attached
and incorporated herein and may hereinafter be referred to as the "Work."
2. Changes in Scope of Services: 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.
3. Time of Performance: Contractor shall commence performance of the Agreement no
later than 90 calendar days after the Agreement's Effective Date.
4. Term of Agreement/Termination: Contractor shall commence performance of the
Agreement pursuant to the schedule(s) set forth in Exhibit A. All Work shall be
performed by no later than July 30, 2019. This Agreement may be extended to
accomplish change orders, if required, upon mutual written agreement of Renton and
Contractor.
Termination:
A. The City reserves the right to terminate this Agreement at any time, with or
without cause by giving thirty (10) calendar days' notice to the Contractor in writing. In
the event of such termination or suspension, all finished or unfinished documents, data,
studies, worksheets, models and reports, or other material prepared by the Contractor
pursuant to this Agreement shall be submitted to the City, if any are required as part of
the Work.
B. In the event this Agreement is terminated by the City, the Contractor shall be
entitled to payment only for all labor and materials actually worked or provided to the
effective date of termination, less all payments previously made. The Contractor is not
entitled to lump sum amounts the unexpired /terminated term of the contract. This
provision shall not prevent the City from seeking any legal remedies it may have for the
violation or nonperformance of any of the provisions of this Agreement and such charges
due to the City shall be deducted from the final payment due the Contractor. No
payment shall be made by the City for any expenses incurred or work done following the
effective date of termination unless authorized in advance in writing by the City.
5. Agreement Sum: Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $13,414.65 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.
6. Consideration: In exchange for Contractor's performance of the items and
responsibilities identified in the Scope of Services, Renton agrees to make payment of
the amount identified as the Agreement Sum.
7. Method of Payment: Payment by Renton for the Services will only be made after the
Services have been performed and a voucher or invoice is submitted in a form
acceptable to Renton. Payment of the initial 95% will be made in the next pay cycle of
the Renton Finance Department after receipt of such voucher or invoice (pay cycles are
bi-weekly). The remaining 5% will be retained for the purpose of completion of the
project and fulfillment of claims and liens. Renton shall have the right to withhold
payment to Contractor for any work not completed in a satisfactory manner until such
time as Contractor modifies such work so that the same is satisfactory.
8. Hold Harmless: Contractor shall indemnify, defend and hold harmless Renton, its
elected officials, officers, agents, employees and volunteers, from and against any and all
claims, losses or liability, or any portion of the same, including but not limited to
reasonable attorneys' fees, legal expenses and litigation costs, arising from injury or
death to persons, including injuries, sickness, disease or death of Contractor's own
employees, agents and volunteers, or damage to property caused by Contractor's
negligent act or omission, except for those acts caused by or resulting from a negligent
act or omission by Renton and its officers, agents, employees and volunteers.
Should a court of competent jurisdiction determine that this agreement is subject to
RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative
to construction, alteration, improvement, etc., of structure or improvement attached to
real estate...) then, in the event of liability for damages arising out of bodily injury to
persons or damages to property caused by or resulting from the concurrent negligence
PAGE 2 OF 8
of the contractor and Renton, its officers, officials, employees and volunteers,
Contractor's liability shall be only to the extent of Contractor's negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Contractor'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.
9. Insurance: Contractor 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. Professional liability insurance, in the minimum amount of $1,000,000 for each
occurrence, shall also be secured for any professional services being provided to
Renton that are excluded in the commercial general liability insurance.
c. Workers' compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
d. It is agreed that on Contractor's commercial general liability policy, the City of Renton
will be named as an Additional Insured on a non-contributory primary basis.
Renton's insurance policies shall not be a source for payment of any Contractor
liability.
e. Subject to Renton's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to Renton before executing the work of this
Agreement.
f. Contractor shall provide Renton with written notice of any policy cancellation, within
two (2) business days of their receipt of such notice.
10. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Contractor agrees as follows:
a. Contractor, and Contractor's agents, employees, representatives, and volunteers
with regard to the services 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
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or application for employment, the administration of the delivery of services or any
other benefits under this Agreement, or procurement of materials or supplies.
b. The Contractor will take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race,
creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
c. If Contractor fails to comply with any of this Agreement's non-discrimination
provisions, Renton shall have the right, at its option, to cancel the Agreement in
whole or in part.
d. Contractor is responsible to be aware of and in compliance with all federal, state and
local laws and regulations that may affect the satisfactory completion of the project,
which includes but is not limited to fair labor laws and worker's compensation.
11. Independent Contractor: Contractor's employees, while engaged in the performance of
any of Contractor's services under this Agreement, shall be considered employees of the
Contractor and not employees, agents, representatives of Renton and as a result, shall
not be entitled to any coverage or benefits from the City of Renton. Contractor's relation
to Renton shall be at all times as an independent contractor. Any and all Workman's
Compensation Act claims on behalf of Contractor employees, and any and all claims
made by a third-party as a consequence of any negligent act or omission on the part of
Contractor's employees, while engaged in services provided to be rendered under this
Agreement, shall be the solely Contractor's obligation and responsibility.
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:
https://rentonwa.gov/cros/one.aspx?pageld=9824882.
Information regarding State business licensing requirements can be found at:
https://dor.wa.gov/doing-business/register-my-business
13. Prevailing Wage Rates: Contractor must comply with the State of Washington prevailing
wage requirements. Contractor must file an Intent To Pay Prevailing Wage at the
0
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beginning of the project and an Affidavit of Wages Paid at the end of the project with the
Washington State Department of Labor and Industries.
The State of Washington prevailing wage rates applicable for this project, which is
located in King County, may be found at the following website address of the
Department of Labor and Industries:
http://www.Ini.wa.gov/TradesLicensing/PrevWage/default.asp
http://www.Ini.wa.gov/TradesLicensing/PrevWage/WageRates/default.asp
Pursuant to WAC 296-127-011, the applicable effective date for prevailing wage rates
paid for the duration of this contract shall be the date the contract is executed as
reflected in the "Effective Date" identified at the top of the first page of this Agreement.
Upon request, the City will provide a copy of the applicable prevailing wages for this
project. Alternatively, the rates may be viewed at the City of Renton City Hall by making
an appointment with the contact person identified herein or prior to contract award with
the contact person identified as the City of Renton contact in Paragraph 16 Notices of
this agreement.
14. Record Keeping and Reporting: Contractor shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Services provided in the
performance of this Agreement. The Contractor 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).
15. Public Records Compliance. To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Contractor shall make a due diligent
search of all records in its possession, 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 Contractor believes said records
need to be protected from disclosure, it shall, at Contractor's own expense, seek judicial
protection. Contractor 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 Contractor has responsive records and for which Contractor has
withheld records or information contained therein, or not provided them to the City in a
timely manner. Contractor 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.
16. Other Provisions:
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a. Administration and Notices. Each individual executing this Agreement on behalf of
Renton and Contractor represents and warrants that such individuals are duly
authorized to execute and deliver this Agreement on behalf of Renton or Contractor.
Any notices required to be given by the Parties shall be delivered at the addresses set
forth below. Any notices may be delivered personally to the addressee of the notice
or may be deposited in the United States mail, postage prepaid, to the address set
forth below. Any notice so posted in the United States mail shall be deemed received
three (3) calendar days after the date of mailing. This Agreement shall be
administered by and any notices should be sent to the undersigned individuals or
their designees.
CITY OF RENTON CONSULTANT
Jeffrey Minisci Nicole Sachs
1055 South Grady Way Artech, Inc
Renton, WA 98057 865 Lind Ave SW
Phone: (425) 430-6643 Renton, WA 98057
jminisci@rentonwa.gov Phone: (425) 264-0205
Fax: (425) 430-7300 Nicoles@artechseattle.com
b. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
c. Assignment and Subcontract. Contractor shall not assign or subcontract any portion
of this Agreement without the City of Renton's prior express written consent.
d. Compliance with Laws. Contractor and all of the Contractor's employees shall
perform the services in accordance with all applicable federal, state, county and city
laws, codes and ordinances. A copy of this language must be made a part of any
contractor or subcontractor agreement.
e. Conflicts. In the event of any inconsistencies between contractor proposals and this
contract, the terms of this contract shall prevail.
f. 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.
g. 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
PAGE 6 OF 8
party or the other as a result of the preparation, substitution, submission or other
event of negotiation, drafting or execution.
h. Jurisdiction and Venue. 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.
Consultant hereby expressly consents to the personal and exclusive jurisdiction and
venue of such court even if Consultant is a foreign corporation not registered with
the State of Washington.
i. 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.
j. 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.
k. 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. 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 Renton or Contractor 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.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of
Effective Date.
CITY OF RENTON CONTRACTOR
44,7fitf—
Kelly Beymer Nicole Sachs
1055 South Grady Way Artech, Inc
HFT
PAGE 7 OF 8
Renton, Washington 98057
7 1744 g July 15, 2019
Date Date
Approved as to Legal Form
Shane Moloney
Renton City Attorney
7(22frq
Date
Nonstandard 6/26/19 clb(595)
PAGE 8 OF 8
AST uC COMPREHENSIVE SERVICES • TAILORED SOLUTIONS
WORK ORDER# BOL PROJECT MANAGER(PM) PM PHONE PM EMAIL DATE
Nicole Sachs (425)264-0205 NicoleS@artechseattle.com 5/30/2019
CLIENT CLIENT PHONE CLIENT EMAIL CLIENT NAME
City of Renton 425 766.6159 JMinisci@rentonwa.gov Jeff Minisci
CLIENT BILLING ADDRESS PROJECT NAME
1055 S.Grady Way Renton,WA 98055 TsutakawaMaintenance_Hole Repairs 2019
PROJECT LOCATION(ORIGIN) PROJECT LOCATION(DESTINATION)
Maplewood Golf Course Maplewood Golf Course
SCOPE OF WORK
Art Handling-Deinstallation
1 day,date TBD
Artech crew will deinstall(1)fountain.
Object will be palletized and transported for repairs.
Repair
Approximately 3-4 weeks to complete from delivery date.
Areas for repair will be inspected,stripped of wax and patina,then welded with silicon bronze filler rod.
Repair areas may be reinforced with new material,as needed.
Areas of repair will be patinaed to match the original finish as closely as possible.
Art Handling-Installation
1 day,date TBD
Artech crew will transport(1)fountain to Maplewood Golf Course.
Fountain will be reinstalled onto existing plate.
This proposal and estimated costs("Agreement')is submitted by Artech,Inc.(Artech)to the Client("Client")for the proposed work described above("Scope of Work').All service fees
are fixed bid,tightly estimated and generally will not change more than 10%unless them is a change to the Scope of Work.The Scope of Work maybe modified by a change order
("Change Order)signed by both parties.Any alteration of tasks from the above that involve additional costs will be executed only upon receipt of a signed Change Order.This Agreement
is valid for up to 30 days from the date of this Agreement.All labor and materials provided by Artech shall be considered taxable. to
ScopeaLWarl, total detailed-in
this Agreement;cancellation within 2 business days wilt be billed at 50%of the total.
DELIVERABLES&ESTIMATED COSTS
Art Handling $ 7,976.39
Repair $ 4,218.75
•
Sub-total(Pre-Tax) $ 12,195.14
Washington State Sales Tax (applied to final invoice)
TOTAL $ 12,195.14
ASSUMPTIONS
Work to be conducted during normal business hours,Monday-Friday,8:30am-5:00pm.
Normal height,eye-level installation with standard hardware into drywall.
No delays beyond our control;full and unobstructed access to load,unload,install,and deinstall locations.
Water will be shut off prior to Artech arrival.
Sculpture lifts off with no plumbing connection.
Hardware is reversible.
All labor to be performed at prevailing wage rates per Washington State prevailing wage law,chapter 39.12 RCW and Chapter 296-127 WAC.
Please arrange for$ 00.00 of insurance-coverage-and-invoice-me-forthe-p►emiums-du.
Customer Interest Insurance(up to$100,000,$10 AA-Handling$5.(30/$1;000 covered
minimum premium): Ong:--$500/$1,000 covered
$7.70t$1,000 covered
If no amount-is-listed,4Jsassumed that lhe-Ctient,doesr+et
Submitted for ARTECH by: Approved for Client by:
Nicole Sachs City of Renton
5/30/2019
PM Signature Date Client Signature Date
• within this Agreement,
Appendix-A
J.-Effective.
•
above •
E will bet iv t n-,-opl=may--r'r=qt-I p/m-rtio o.di.r of its-signature,or by deliu.q-r+F-rl=fin°It
upon-deemed of
• -Client,its-cc'n� csurs and assi
2.-Services. ,-Any-
the ' instancesbeyond-our-
3.-Ownership• legal right-
•
loss,damago,settlement,cost,erpvrs and any
•
at-t, °
prior-to-corrimencing-this-Scope-of-Work-
.
5—Default.
•
•
•
•
•
6`Limitationof-Liability. Artech-shall-not.be'
exercise- -carefu4 person- •
exercise-of-such-care--Notwithstanding-any- •
•
WHATSOEVER ,
V
7—Insurance. Client-may- .The-cost ofinsu
A4ech'sr . -xer ise-of.this-option .
B.-Confidentiality- vr�l-not be-released-by-Aitech-to-any-patfy
to-receive- :asotperwise-required-
Agr6Bmentand-any9ther-information cormestiorl withlhla-A confident •
, •
orthe-manner ial or proprietary,
9-Storage Charges. .fee-schedule4xFee-Schedule")for storage-charges-upon-requestmodifyatany-time-and-wdµ-notify
Client-of-such-changes nge. Storage chargesare-
a-.5%-per-moathor--the-highest amount allowed-under- at-the-time-of the
deposit-or-delivery-ofthets-te-charges-due to-the removal of Objects fromstorage;additional-(nhjiim-tcdeposited.for-storage,-handling,delivery-or-other
closure.
14.-0011ditioniDuty-to n;.InseJInspect. Client-shall -known damage-and/or-defects existing in-the- . •
of that-this-list. geanddefects Artechshall-not e..liableforany{a)-damage-to, s
-the-Objects- bla- -Sewioes, Objectator-damage
Any claim-of damage-must-be-press dal -
turbo-evenE substantiallyprevailing-party-shall-be-entitled-to-reco.ver-its
reasonable-attorrieysLfees-and-related-costs„
72.-Dleputea, • in-King- , •
jurisdiction-ofthese courts-
33,-Termination/Cancelladon. -reason.and.requir sta
Cancellationwithin-(.
,
days-at-50-%-of theestimafe-total.
14.Disclaimer, ARTECH DISCLAIMS ALL WARRANTIES AND CONDITIONS,EXPRESS,IMPLIED,OR STATUTORY,INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRD�TI�IC'pC�h�F MERCI A TABII IN AND CITE ESS FO A DARTIC II D D I POSE
1-5_.Force'+ -be- •
including,but not I 'loci to terrorist-attacks,.-earthquakes,or of er-natural disasters.
-Services. Clent-will-pr^ui ie s-' "-"rnnn ntal+oty forts,th=condition of the Objects in the Client's judgment,and the Client's estimated value if
Objects by-the-time,ofdeliveq- Such-information will be-accurate,completeand-su .
regulationsr noresponsibility-tat-valuation.
Objects by ut no•� Client
-ofothers-with-�,and-Artechagrees-to_sushrequest tic-agreed- -shall-not-be
liable- sing-cut-of such services.
17.-Additional-Provisions- Be subject-matter
•
other •
rnm.Cncfceirnilutnlha.rk'ir sc-fr,r-the-reripiontsat-forth Ibis-Ag°eern nt.Either party
may-give-the-other-party-notice -is
clefboy. .