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HomeMy WebLinkAboutContract CAG-19-253 c:° '' 0 Ili;4- AGREEMENT FOR MAINTENANCE OF ART -SUMMER BREEZE AT RENTON PAVILION EVENT CENTER THIS AGREEMENT ("Agreement") is made August 29, 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 summer breeze. Renton and Contractor agree as set forth below. 1. Scope of Services: Contractor agrees to provide maintenance services for the City- owned art installation summer breeze 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 September 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 $3,535.65 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 PAGE 3 OF 8 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 PAGE 4 OF 8 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.lni.wa.gov/TradesLicensing/PrevWage/default.asp http://www.lni.wa.Rov/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: (1) PAGE 5 OF 8 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 Kelly Beymer Nicole Sachs 1055 South Grady Way Artech, Inc PAGE 7 OF 8 Renton, Washington 98057 / 'o /iqAugust 29, 2019 Date Date Approved as to Legal Form Shane Moloney Renton City Attorney 71 ,0 9 Date Nonstandard 6/26/19 clb(595) PAGE 8 OF 8 A ZTC - COMPREHENSIVE SERVICES TAILORED SOLUTIONS WORK ORDER# BOL PROJECT MANAGER(PM) PM PHONE PM EMAIL DATE 35720 1 Nicole Sachs (425)264-0205 NicoleS©artechseattle.com 8/28/2019 CLIENT CLIENT PHONE CLIENT EMAIL CLIENT NAME City of Renton 425-430-6581 Elizabeth Higgins&Jessie Kotarski CLIENT BILLING ADDRESS PROJECT NAME 1055 S.Grady Way Renton,WA 98055 DeMetro Maintenance PROJECT LOCATION(ORIGIN) PROJECT LOCATION(DESTINATION) SCOPE OF WORK Artwork Information:Jim DeMetro,Summer Breeze,bronze sculpture Site Visit Lead Technicians conduct site visit to determine resources required to preform sculpture maintenance. Art Handling 1 day onsite,date TBD Collect artwork and base from City of Renton and transport to Artech for repair. Set repaired sculpture Repair Artech repair artwork offsite. 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 mom than 10%unless there is a change to the Scope of Work.The Scope of Work may be 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.A deposit of 50%of the estimate total is required prior to the commencement of this Scope of Work. DELIVERABLES&ESTIMATED COSTS Art Handling $ 1,771.65 Repair $ 1,764.00 Sub-total(Pre-Tax) $ 3,535.65 Washington State Sales Tax (applied to final invoice) TOTAL $ 3,535.65 ASSUMPTIONS Work to be conducted during normal business hours,Monday-Friday,8:30am-5:00pm. Ground floor/elevator/dock collection and delivery,easy access. No delays beyond our control;full and unobstructed access to load,unload,install,and deinstall locations. All labor to be performed at prevailing wage rates per Washington State prevailing wage law,chapter 39.12 RCW and Chapter 296-127 WAC. 00,09 minimum-premium); Submitted for ARTECH by: Nicole Sachs City-Of-Renton 8/28/2019 PM Signature Date Client-Signature Date a Appendix A 1.Effectiue 2.-Services • 3-Ownership. Agreement.C'iept agrees to defend,hold harmless,and indemnify Arte"h-fwm and against any allogatirn or claim based on,or any-locs,damogo,-sottlomoat,act-expen'e,and-any 5-Default. • EVENT WILL ARTECH BE LIABLE FOR LOST OPPORTUNITIES OR PROFITS,OR FOR CONSEQ ioniriA SPECIAi of NITIVE no INDIRECT ne MAGES no ANY KIND WHATSOEVER, 74nsurance. Artech's regular invoice to the client.Exercise of this option modfios tho"Limitation of Li 8-Confdentiality. }rvorei.,Q4y.o1'nhte,fc r.Fiofr.rmmi^n-r. .rriiorg..fhs BhkeMLnc..crfhcnuiec rag,,iraru.y hw.Client agrees that it will protect and keep confidential the terms and conditions of this 44.Disclaimer. ARTECH n cri ninnc oc ncc enln rn TIO c cvooccc inn i IED-OR-STATUTORY,INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE: 15.-Farce-Majeure.