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HomeMy WebLinkAboutContract CAG-18-152 AGREEMENT ,^~^..��...�. " . THIS AGREEMENT ("Agreement") is made as of the 3 day of Auguxt_2018' (the "Effective Date") by and between the City of Renton, a non-charter code city under RCW 3SA, and a municipal corporation under the |avvs of the State of Washington ("Renton"), through its Public Works Department and (Gate Service and Techn ("[onbac\or"), who are collectively referred to as the "Parties", to (Annual preventative maintenance plan for Airport Vehicle Gates, V2-Vl0). Renton and Contractor agree as set forth below, l. Scope of Services: Contractor will provide all material and labor necessary to perform all work described in the Proposal which is attached and fully incorporated into this Agreement by reference as"Attachment A(Task land Task2)." 2. Changes in Scope of Services: Renton, without invalidating this Agreement, may order changes to the Scope of Services consisting of additions, deletions or modifications, the Agreement Sum being adjusted accordingly by Parties mutual agreement. Such changes in the work shall be authorized by written Change Order signed bythe Parties, 3. Time of Performance: Contractor shall commence performance ofthe Agreement no later than (60 day calendar days after the Agreement's Effective Date. 4. Term of Agreement/Termination: The Term of this Agreement shall end at completion of the Scope of Services, no later than 365 days from the Effective Date.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 bygiving thirty(30)calendar days'noticetothe Contractor in writing. Inthe 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, 8. 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. Th16 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. S. Agreement Sum: The total amount of this Agreement is the sum of $2,420.00 which includes Washington State Sales Tax. This amount may be adjusted to a mutually agreed amount based on changes to the Scope of Services. 6. Consideration: |nexchange 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 424l15' (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 of the contractor and Renton, its officers, officia|s, 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: aCommercial general liability insurance inthe minimum amounts of$1,000,000 for each occurrence/52,000,000 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, shallalsobesecured, 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 or application for employment, the administration of the delivery of services or any other benefits under this Agreement, or procurement of materials or supplies. bThe 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 nrigin, 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 havethe 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 prject' which includes hut 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 ofthe 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 al! 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, 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 beginning ofthe prject and anAffidavit of Wages Paid at the end of the project with the Washington State Department of Labor and Industries, http://vvwvv.|ni.w/a.Aov/TradesLicensinR/PrevVVaRp/defau|t.us0. 13. Record Keepirig. and Reporting: Contractor shall maintain accounts and /ecnrds, 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). 14. 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-mai[ 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. aAdministration 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 afterthe date of mailing.ThisAgreement shall be administered byand any notices should be sentsentto the undersigned individuals ortheir designees. b. Amendment and Modification. This Agreement may be amended only by an instrument in vvriting, 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. Compliancewith Laws,Contractor and alloftheContractor's employeesshall 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 party or the other as a result of the preparation, substitution, submission or other event of negodation, drafting or execution. h. Jurisdiction and Venue. Any lawsuit or legal action brought by any partyto 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,KingCounty,Washington,or its replacement or successor. 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 ofthis 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 befor the sole and exclusive benefit of the Parties and no one else. I. Waivers. All waivers shall bein writing and signed bythe waiving party. Either party's failure to enforce any provision of this Agreement shall not be a waiver and shall not msEso�o �reveo, �)ther Ren�oo o/ [o,'bac�or from enforcmQ �ha\ p"ovision or aoy c�hm prov��|un of t!�is A�reemen1 in the h/ru,eVVaiver of b/each of any provision of �his A�reemen( shaU no1 �e deemed �o be a ma�xer o� any p/ior nr subsequent bread� Lm|es� i\ nexpresdymmved x` wh1in� |Q VV|YNE5S VVHEREO ' the pard(-,s havevo|untariiyentered intm1h/y A�reenoentas0f [iTccUveDaNe U7YUFRENT0N [ONT AC7C)R el 41710'117--i \_ ,----,,/,-77/.,:" &u . , ,_ L 6,e,„ zii , „:„- ,.„, ,---',x, e,. /.-tz,g-(--- -.10:7,5s(2„,:h G!-aciy Way ,, RpntonVVa�hingtOn98O57 ibi ) *‘ �L�7rir /{'/_ '. ___+ __� ____ Date Approved asto Legal Form , Shane Moloney Renton [ityAttorney 4q2-015( ----- ---'-'---__--___ Dne • ATTACHMENT A .anal tl lflh Ifit1111 TASK 1 GateService and Technology Private Personal Professional Gate Service and Technology (Gate Operators located at gates V2. V3 V4, V6. V7. V8, V1O) The Seller agrees to provide standard scheduled maintenance and put into proper operating condition all automatic gate operators and related accessories to be identified and listed ONE (1) time per year during the period of this contract. The Seller will provide this service and furnish. install and adjust parts and perform scheduled maintenance at a cost of $200,00 per operator per visit. 7 operators X 1 visit annually = 7 visits C 200.00 = $1400.00, Payment is due upon acceptance of this agreement. Tax is not included. All preventative maintenance and inspection work will be performed between the hours of 8:00 am. and 5:00 p.m, daily, except Saturday. Sunday and holidays. Additional service work performed between the hours of 8:00 a.m. and 5:00p.m. Preferred rate at S108 hourly. Holidays and weekends $216. Preventative Maintenance covered under this contract include the following Check for Ut_32.5 compliance Check all brackets and ground tracks for secure mounting • Check gate arms and slide gates for proper alignment • Remove insects and rodents and clean control boxes • Grease and/or lubricate internal moving parts • Check and add hydraulic oil to proper level • Check and adjust limit and safety switches • Inspect gate for excessive wear or stress • Check overall operation of gate operator • Grease bearings. hinges: and gate wheels Pound test reserve sensitivity of gate • Lubricate and adjust chain tension Check gear reduction box oil level Check systems control and operator Check and adjust drive belt chain • Set timing for proper operation Check and adjust clutch Small parts included if necessary at no charge Belts nuts. bolts. washers. retaining clips roil pins grease. chain lube, fuses, other parts at the sellers discretion. Simple welding repairs will also be included if required. This contract contains the entire agreement between the seller and the purchaser and becomes valid after the specified gate operator(s) have been inspected by duly authorized representative of the seller and all repairs if required_ are completed. Service Call Warranty Seller gives no warranty of merchantability. or fitness for useother than the following: Seller warrants that any parts installed on a requested service call to gate operators will operate for 90 days parts warranty and labor warranty, normal wear and tear expected. Warranty will not apply if operator parts or gates have been damaged by vandalism misuse, damage caused by or to gate, power failure, accidents. or acts ofGod Automated Operators located at Renton Airport: V2 Operator: = SL3000 o Serial Number--TBD o Manufacture Date --- 2002 V3 Operator: SL3000 o Serial Number —TBD o Manufacture Date — 2006 V4 Operator:. • SL3000 o Serial Number -- TBD o Manufacture Date— 2006 V6 Operator. • SL3000 o Serial Number—TBD o Manufacture Date — 2006 V7 Operator: • HySecurity SlideSmart c Serial Number—TBD c Manufacture Date TBD V S Operator_ • HySecurity Slide Driver o Serial Number—TBD Manufacture Date — TBD V10 Operator: HySecurity Swing Smart o Serial Number— TBD c Manufacture Date—TBD it c : &griatore of Seher Raymond J. Esparza Contact: Brad Zaruba. Airport Maintenance & Ope,rations Supervisor. RentonAirport Address 616 West Perimeter Road I Unit A Renton WA 98057 bzarubar;?-lrentonwa.gov C (203)947-2983 UIIiNIII ft GST IIID 111111II1ll111l1ilh(llmlrlll Task 2 iGateServiceandTechnology LPrivate Personal Fretossional ._< Gate Service and Technology (Gate Operator located at gate V9) The Seller agrees to provide standard scheduled maintenance and put into proper operating condition all automatic gate operators and related accessories to be identified and listed TWO (2) times per year during the period of this contract. The Seller will provide this service and furnish, install and adjust parts and perform scheduled maintenance at a cost of $200.00 per operator per visit 2 operators X 2 visits annually = 4 visits © 20000 = $800.00. Payment is due upon acceptance of this agreement. Tax is not included. All preventative maintenance and inspection work will be performed between the hours of 8.00 a.m. and 5:00 p.m. daily, except Saturday. Sunday and holidays. Additional service work performed between the hours of 8 00 a.m and 5:00p.m. Preferred rate at $108 hourly. Holidays and weekends $216. Preventative Maintenance covered under this contract include the following • Check for UL325 compliance • Check all brackets and ground tracks for secure mounting - Check gate arms and slide gates for proper alignment • Remove insects and rodents and clean control boxes Grease and/or lubricate internal moving parts • Check and add hydraulic oil to proper level • Check and adjust limit and safety switches Inspect gate for excessive wear or stress • Check overall operation of gate operator • Grease bearings., hinges. and gate wheels - Pound test reserve sensitivity of gate • Lubricate and adjust chain tension • Check gear reduction box oil level Check systems control and operator Check and adjust drive belt chain Set timing for proper operation Check and adjust clutch Small parts included if necessary at no charge: Belts, nuts. bolts. washers, retaining clips. roll pins. grease, chain lube, fuses, other parts at the sellers discretion. Simple welding repairs will also be included ifrequired. This contract contains the entire agreement between the seller and • the purchaser and becomes valid after the specified gate operator(s) have been inspected by a duly authorized representative of the seller and all repairs. if required. are completed Service Call Warranty Seller gives no warranty of merchantability, or fitness for use other than the following: Seller warrants that any parts installed on a requested service call to gate operators will operate for 90 days parts warranty and labor warranty. normal wear and tear expected. Warranty will not apply if operator parts or gates have been damaged by vandalism. misuse, damage caused by or to gate. power failure, accidents. or acts ofGod. Automated Operators located at Renton Airport V9 Operator: Hy Security Slide Driver n o Master Serial Number 5`50-52.00-10421 o Manufacture Date -- 0212/02 o Slave Serial Number—550-52.00-10422 o Manufacture Date -- TBD -`authorized Signature of Seller. Raymond J Esparza Contact: Brad Zaruba. Airport Maintenance &Operations Supervisor. Renton Airport Address. 616 West Perimeter Road f Unit A. ; Renton WA 98057 bzaruba a:rirentonwa c qvi C:(206)947-2983