HomeMy WebLinkAboutContractCAG-18-273
AGREEMENT — For Maintenance of Art —Terrazzo Benches
THIS AGREEMENT ("Agreement") is made December 18, 2018, (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 cleaning of the Terrazzo Benches. Renton and Contractor agree as set forth below.
1. Scope of Services: Contractor agrees to provide maintenance services for the City -
owned terrazzo art benches, 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 March 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 $4,234.69, 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 of the
contractor and Renton, its officers, officials, employees and volunteers, Contractor's
liability shall be only to the extent of Contractor's negligence.
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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 or application
for employment, the administration of the delivery of services or any other benefits
under this Agreement, or procurement of materials or supplies.
o
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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. 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 of the project and an Affidavit of Wages Paid at the end of the project with the
Washington State Department of Labor and Industries,
httP://wwwJni.wa.gov/TradesLicensing/PrevWageZdefault.asp.
13. 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).
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-mail, correspondence,
PAGE 4 OF 7
1*i
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.
Other Provisions:
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
Kelly Beymer
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-6618
kbeymer@rentonwa.gov
Fax: (425) 430-7300
CONSULTANT
Nicole Sachs
Artech, Inc
865 Lind Ave SW
Renton, WA 98057
Phone: (425) 264-0205
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
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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
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.
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.
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IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of
Effective Date.
CITY OF RENTON
Kelly Beym r
1055 South Grady Way
Renton, Washington 98057
`*:e&
Date
Approved as to Legal Form
Shane Moloney
Renton City Attorney
g I '-aj-IrK
Date
Nonstandard 12/7/18 clb (595)
PAGE 7OF7
CONTRACTOR
Nicole Sachs
Artech Inc
December 19th, 2018
Date
Exhibit A Scope of Work
WORK ORDEK#j
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PRWEC7 MANAGER PM), f . ,€ ,1
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PIN EMAILt
35719
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ITaylorFelt
425 264-0211
Ta IorF artechseattle.com
11/5/2018
CLIENT: .. . ' . x'a* '"
CLIENT PHONE _ `
CLIENT<EMAIL 1`;
CLI ,NT NAMES
City of Renton
CLIENT BILLING ADDRESS _"'
j
425-430-6581
PROJECT.NAME;"-
Elizabeth Higgins &
Jessie Kotarski
1055 S. Grady Way Renton, WA 98055
Wu -Maintenance
PROJECT LOCATION (ORIGIN) _, - :
PROJECT LOCATION (DESTINATION)
1055 South Grady Way
SCOPEOF WORK
Artwork Information: Terrazzo Benches, Hai Ying Wu
Site Visit
Lead Technicians conduct site visit at Renton City Hall to determine resources required to preform sculpture maintenance
Maintenance
3 days to complete, Dates TBD
Cleaning
Artech Techinician patch test solvents to identify optimal treatment.
Artech remove deteriorating sealant from terrazzo benches using solvent and/or powerwasher.
Seal
Artech reseal cleaned benches
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 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. All labor and
materials provided by Artech shall be considered taxable.
0
4
to final
ASSUMPTIONS -
Work to be conducted during normal business hours, Monday -Friday, 8:30am - 5:00pm.
No delays beyond our control; full and unobstructed access to load, unload, install, and deinstall locations.
Existina sealant receptive to removal.
All labor to be performed at prevailing wage rates per Washington State prevailing wage law, chapter 39.12 RCW and Chapter