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HomeMy WebLinkAboutPK12-258 - Original - Artech - Restore David Boxley Totem Pole at The Old Fishing Hole - 11/13/2012 B2 4^ Records M4qagement KENT Document V„ASH IN CTON CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Artech Vendor Number: JD Edwards Number Contract Number: P�1.2 —,Z51g This is assigned by City Clerk's Office Project Name: Restore David Boxley Totel Pole Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: Termination Date: Contract Renewal Notice (Days): 0 Number of days required notice for termination or renewal or amendment Contract Manager: Ronda Billerbeck (tp) Department: Cultural Detail: (i.e. address, location, parcel number, tax id, etc.): S Public\Records Ma nagement\Forms\ContractCover\adcc7832 11/08 { KENT ��l1 W RS HINGTON GOODS & SERVICES AGREEMENT S D/2 between the City of Kent and Artech Y THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Artech organized under the laws of the State of Washington, located and doing business at 865 Lind Ave SW, Renton WA 98057 (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: The Work under this Agreement is for the Artist Team/Vendor to fully restore the David Boxley totem pole located at the Old Fishing Hole in Kent. Details in Exhibit A Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services by December 31, 2013 . III. COMPENSATION. The City shall pay the Vendor an amount not to exceed Twenty three thousand three hundred and twelve dollars and fify five cents ($23,312.55), including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: GOODS & SERVICES AGREEMENT - 1 (Over$10,000.00, including WSST) - A 1 1/ Twenty-five percent of the total payment ($5,828.14) will be made within 30 days of the receipt of this signed agreement and the Artist Team/Vendor's invoice. 2/ Twenty-five percent ($5,828.14) will be made within 30 days of de-installing and moving the totem pole to the Artist Team/Vendor's studio and receipt of the Artist Team/Vendor's invoice. 3/ Twenty-five percent ($5,828.14) shall be paid within 30 days of completion of Restoration and receipt of the Artist Team/Vendor's invoice. 4/ The remainder ($5,828.13) will be made within 30 calendar days of re- installation of the Work and receipt and approval of invoices from the Artist Team/Vendor by the Owner. If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional :costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. GOODS & SERVICES AGREEMENT - 2 (Over$10,000.00, including WSST) D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. GOODS & SERVICES AGREEMENT - 3 (Over$10,000.00, including WSST) At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City. The Vendor GOODS & SERVICES AGREEMENT - 4 (Over$10,000.00, including WSST) shall correct all defects in workmanship and materials within one (1) year from the date of the City's acceptance of the Contract work. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XI. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIII. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors GOODS & SERVICES AGREEMENT - 5 (Over$10,000.00, including WSST) in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XI of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. GOODS & SERVICES AGREEMENT - 6 (Over$10,000.00, including WSST) H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. VENDOR: CITY OF KENT: LW-0 R4t By: By: (signatur (signature) Print Name: o� P int Na uzette Cooke Its�ifS - I ayor (title) DATE: 7/��'� Z DATE: ip NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Brad Claypool Ronda Billerbeck Artech City of Kent 865 Lind Avenue SW 220 Fourth Avenue South Renton, WA 98057 Kent, WA 98032 (253) 253.856.5055 (telephone) 206.728.8822 (telephone) (253) 253 856.6050 (facsimile) (facsimile) APPROVED AS TO FOR : Kent Law Departure [In this field,you may enter the electronic filepeth where the contract has been saved] i GOODS & SERVICES AGREEMENT - 7 (Over $10,000.00, including WSST) ` a r DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole i determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. Dated this day of /Yd-/�04^L , 20 /�. By. For: Title: Date�r EEO COMPLIANCE DOCUMENTS - 1 of 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 of 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, tho undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. Dated this day of , 20 By: For: I Title: Date: EEO COMPLIANCE DOCUMENTS - 3 of 3 E;� A Proposal Submitted To Proposal Submitted By Proposal Date Cheryl dos Remedios, City of Kent Ken Schroeder 8/7/12 This proposal and estimate ("Proposal") is submitted by Artech to Client for the proposed work described below ("Services") The scope of Services may be modified by a work order/change order("Work Order")signed by the parties: Scope of work: 3 Options for maintenance and full restoration to the David Boxley totem pole. Full restoration is highly recommended as the maintenance will only sustain at most a couple of years before more and further restoration is required. Artech has a close working relationship with David Boxely and will reach out to him for inclusion in the full restoration work. Option 1 Dry Clean and Oil treatment onsite Labor$1,060 Materials $350 Lit Rental, 35' Knuckle Boom $625 Estimate Total for Option 1:$2,035 Option 2 Dry Clean with hardeners applied at loss areas and top with a copper top cap and oil treatment onsite Labor$1,730 Materials $480 Lift Rental 35 Knuckle Boom $625 Estimate Total for Option 2:$2,835 Boxley Totem Option 3 Complete Restoration, includes hardeners, copper cap, impel rods, chemical wood bath, repaint all areas as original and oil treatment Re-installation with new hardware to original mount, Note requires de-install of pole De-install labor$950 Rentals- Boom truck,flatbed and forklift$1,200 Restoration as outlined above (*does not include replacement of missing fin or nose piece)$13,520 Materials $965 Re-install labor$1,210 Rentals- Boom truck,flatbed,forklift $1,200 *replacement of missing fin and nose piece$2,080 in labor plus$165 in materials Estimate Total for Option 3:$19,045 -$21,290 Option 1 Dry Clean and Oil Treatments onsite $203 Option 2 Dry Clean with hardeners,top with $2,83 copper cap and oil treatment onsite Option 3 Full Restoration of Boxley Totem $19,045 -$21,29 Customer Interest Insurance: $4.32/$1,000 0 Please arrange for$ of insurance coverage coverage and invoice me for the premiums due. 865 LIND AVE SW I RENTON WASHINGTON 98057 WWW.ARTECHSEATTLE COM 1 206-728-8822 * Note due to recent strict enforcement of commercial vehicle load zone parking in the downtown Seattle core(30 minute restriction),Artech has implemented a$15/per vehicle downtown parking fee to partially offset the increased cost of parking Artech proposes to furnish the Services for the estimated sum outlined above This is only an estimate and Client understands that it will be billed for actual time worked plus costs Artech will promptly notify Client If It determines that the actual billing is likely to exceed the estimate for the described Services by more than 10%. Any modifications to the scope of Services described in this Proposal will be provided at an additional charge and will require a signed Work Order Charges for Services are provided on a portal-to-portal basis, meaning from job start at Artech's offices and continuing until the return to the Artech offices The estimated charges are exclusive of applicable taxes, insurance and other related costs and charges as described below, which will be included in the Client invoice Client Is solely responsible for obtaining insurance to cover any loss or damage to its Objects. Clients may acquire Insurance through Artech's insurance agent as described in Section 6 on the reverse side of this Proposal This Proposal is valid for up to 90 days from the date submitted. Acceptance of Proposal-Client agrees to the terms Client Name: and conditions set forth In this proposal, including the Additional Terms and Conditions for Service set forth on page 2 of this Proposal. By: Its: Date of Acceptance: Additional Terms and Conditions for Service 1 Services.By signing the front page of this Proposal within the acceptance period,Client agrees to have Artech perform the Services as provided in this Proposal and Artech agrees to perform the Services in good workmanlike manner in accordance with the terms of this Proposal and current standard practices Even if not signed by Client,this Proposal will be binding upon Client at the time that Client directs Artech to begin,and Artech does begin,performing the Services If Client requests Artech to engage the services of others with respect to the Objects,Client agrees that Artech shall act as the agent of Client and shall not be liable for any loss or damage relating to such Services 2 Ownership.Client represents and warrants to Artech that it is the legal owner or has lawful possession of the Objects and has the legal right and authority to enter into this Proposal Client agrees to defend,hold harmless,and indemnify Artech from and against any allegation or claim based on,or any loss,damage,settlement,cost,expense,and any other liability resulting from a breach of this Section 2 3 Payment Terms.Payments for invoiced charges are due within 10 days of the date of invoice Late payments shall accrue interest at the lesser of 1 5%per month or the highest rate allowed under applicable law 4 Default.Client shall be in default under this Proposal if Client fads to(a)pay past due amounts within three days of receipt of written notice, or(b)cure any other breach of this Proposal within 10 days of receipt of written notice Upon any such breach,Artech shall have the right to terminate this Proposal and its obligations hereunder without further notice to Client The rights and remedies set forth in this Proposal are not exclusive and are in addition to any other rights or remedies that exist in law or equity 5 Limitation of Liability.Artech shall not be liable for loss or damage to Client's Objects except to the extent that such loss or damage is directly attributable to,and arises solely as a result of,Artech's negligence,provided that in no event shall Artech's liability exceed the fees paid or payable to Artech under this Proposal IN NO EVENT WILL ARTECH BE LIABLE FOR LOST OPPORTUNITIES OR PROFITS,OR FOR CONSEQUENTIAL,SPECIAL,PUNITIVE,OR INDIRECT DAMAGES OF ANY KIND WHATSOEVER 6 Insurance.ARTECH DOES NOT INSURE CLIENT'S ARTICLES AGAINST LOSS OR DAMAGE,HOWEVER CAUSED CLIENT IS SOLELY RESPONSIBLE FOR INSURING ANY LOSS OR DAMAGE TO ITS OBJECTS Upon request,Artech will contact its insurance agent to assist Client in acquiring insurance If Client desires to purchase insurance from Artech's insurance agent,Artech may include the cost of insurance in Artech's regular invoice to Client Client may choose to obtain insurance from any other source or may choose to have their articles uninsured If client obtains insurance for the stored articles,Client agrees to name Artech as an additional insured 865 LIND AVE SW I RENTON, WASHINGTON 48057 WWW ARTECHSEATTLE COM 1 206-728-8822 ' r 7 Confidentiality.Objects or information pertaining to Client's Objects will not be released by Artech to any party other than the Client or those identified in writing by the Client as authorized to receive the Objects or information,or as otherwise required by law Client agrees that it will protect and keep confidential the terms and conditions of this Proposal and any other information obtained from Artech in connection with this Proposal that is identified as confidential or proprietary or that,given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary 8 Condition/Duty to Disclose/Inspect.Client shall disclose in writing to Artech any known damage and/or defects existing in the Objects prior to delivery to Artech for performance of the Services,provided that this list shall not be deemed a complete list of all existing damage and defects Artech shall not be liable for any(a)damage to,or defects in,the Objects existing prior to delivery of the Objects to Artech,(b) ordinary wear and tear,or(c)any perishable Objects Upon completion of the Services,Client shall inspect the Objects for damage Any claim of damage must be presented to Artech upon completion of the Services 9 Attorneys Fees and Costs.In the event of litigation arising out of this Proposal,or a claimed breach thereof,the substantially prevailing party shall be entitled to recover its reasonable attorneys'fees and related costs 10 Disputes.Disputes arising from this Proposal will be resolved in the state orfederal courts located in King County,Washington,and Client consents to be subject to the jurisdiction of these courts 11 Disclaimer ARTECH DISCLAIMS ALL WARRANTIES AND CONDITIONS,EXPRESS,IMPLIED,OR STATUTORY,INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE 12 Force Maleure.Neither party will be liable for any loss or damage or be deemed to be in breach of this Proposal due to any event or circumstance beyond its reasonable control,including,war,invasion,civil unrest,electrical shortages,terrorist attacks,earthquakes,or other natural disasters 13 Additional Provisions.This Proposal,togetherwith any corresponding Work Order,constitutes the entire agreement between the parties with respect to the subject matter hereof No changes to the provisions of this Proposal shall be valid or enforceable without the express written acceptance by Artech The parties may use standard business forms or other communications,but use of such forms is for convenience only and does not alter the provisions of this Proposal Any notices under this Proposal must be in writing and delivered in person or sent by first class mail,overnight delivery by a nationally recognized carrier or facsimile to the address for the recipient set forth in this Proposal Either party may give the other party notice of such change in address in accordance with this Section 13 This Proposal may be executed by facsimile and in counterparts A waiver of any default is not a waiver of any subsequent default Unenforceable provisions will be modified to reflect the parties'intention,and remaining provisions of the Proposal will remain in full effect 865 LIND AYE SW I RENTON, V` ASHINGTON 98057 WWW ARTECHSEATTLE COM 1 206-728-8822 EXHIBIT B INSURANCE REQUIREMENTS FOR VENDOR CONTRACTS Insurance The Vendor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Vendor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Vendor shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Vendor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Vendor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit. EXHIBIT B (Continued) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Vendor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Vendor's insurance and shall not contribute with it. 2. The Vendor's insurance shall be endorsed to state that coverage shall not i be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Vendor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Vendor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Vendor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Vendor before commencement of the work. F. Subcontractors Vendor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Vendor. ' ® DATE(MM@OfYYYY) ACC o CERTIFICATE OF LIABILITY INSURANCE 1112�2D12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER IMPORTANT, If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les)must be endorsed If SUBROGATION IS WAIVED,subject to the terms and Conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certlFlcate holder In Ileu of such endorsement(s). PRODUCER CONTACT NAME Greta Perale9 Wycoff Insurance Agency Inc. PHONE (360)336-2112 FAX (36013J6-52Q IN AC No 501 South 2nd Street UNDRESS.greta@wycof£znsurance.com P. 0. Box 1010 INSURERIS)AFFORDING COVERAGE NAICN Mount Vernon WA 98273 INSURERA:LIBERTY NORTHWEST INS. CORP INSURED INSURERS• ARTECH, INC. INSURER C 865 Lind Ave SW INSURER D• INSURER E- Renton WA 98057 INSURER F: COVERAGES CERTIFICATE NUMBER:12-13 liability REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR ADDLISUBRI POLICY EFF POLICY EXP OMITS LTR TYPE OF INSURANCE UCYNUMBER MM/D MMADD)YYYY GENERALLIASILITY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GL-NERAL LIABILITY PREMISO ' $ 100,000 A CLAIMS-MADE X❑OCCUR 06 168 717 /l/2012 /l/2013 MED EXP(Any ons ) S 5,000 PERSONALS ADV INJURY 3 1,000,C00 GENERAL AGGREGATE $ 2,000,000 GEWL AGGREGATE LIMIT APPLIES PER PRODUCTS-COMPIOP AGG S 2,000,000 Fj POLICY X PRO- LOCI I S AUTOMOBILE LIABILITY COMBINED L UM S 1,000 000 A X ANY AUTO BODILY INJURY(Pw person) $ ALL OWNED X 0 AUTO SCHEDULED 06 168 717 /1/2012 /1/2013 BODILY INJURY(Pw aoudeni) S NON-ONNED PKCPERT7 DAMAGES X HIRED AUTOS X AUTOS Mar Um nn Rd moWsl ec nbir W $ X I UMBRELLA UAB X OCCUR EACH OCCURRENCE S 5,000,000 A EXCESS LAB CLPJMS eC AGGREGATE $ 5,000,000 OEO I X I RETENTION io,00c COS 169 717 /1/2012 11/2013 S A WORKERS COMPENSATION STATU- OTH By AND EMPLOYERS'LABILITY YIN LtL ANY PROPRIETORIPARTNERIEXEGUT— NIA EL EACH ACCIDENT S 1,000,000 FICERN(Manry In NNI EXCLUDED? 06 160 717 /1/2012 /1/2013 EL DISEASE-EA EMPLOYEE S 1,000,000 K yes crib d describe raar HINGTON STOP GAP ONLY DESCRIPTION OF OPERATIONS behw EL DISEASE-POLICY CIMIT S 1 000 000 DESCRIPTION OF OPERATIONS I LOCATIONS f VEHICLES(Attach ACORD 101,Additional Rsmadu Schad We,B mom sp¢s Is mcFAmd) CITY OF KENT IS AN ADDITIONAL INSURED AS RESPECTS ANY ACTIVITY/OPERATION PERFORMED BY ARTECH INC. AS PER THE ATTACHED ENDORSEMENT CG 8583 10 05. INSURANCE PROVIDES PRIMARY WORDING PER ATTACHED POLICY LANGUAGE CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF KENT ACCORDANCE WITH THE POLICY PROVISIONS AUTHORG: DREPRESENTATIVE 220 FOURTH AVE S. KENT, WA 98032 ACORD 25(2010105) 1988-2010 ACORD CORPORATION. All rights reserved. INS025(201006)D1 The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 8583 10 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED CONTRACTORS - PRODUCTS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILI"'Y COVERAGE PART A. Section II-Who Is An insured is amended to include as an additional insured any person(s)or / organization(s)whom you have agreed to add as an additional insured in a written contract or written agreement, but only with respect to liability for"bodily injury"or"property damage"caused by"your work" performed for that additional insured and included in the "products-completed operation hazard" B. The following additional provisions apply to the additional insured 1. When the Named Insured is required to add an additional insured on this policy in a written contract or written agreement, the written contract or written agreement must be a. Currently in effect or becoming effective during the term of this policy, b Executed prior to the "bodily injury,"or"property damage",and c. Between a Named Insured and the additional insured 2, That person or organization is an additional insured only for liability caused by your negligence specifically resulting from"your work"for the additional insured which is the subject of the written contractor written agreement No coverage applies for any liability due to negligence attributable to any person or entity other than the Named insured, the Named Insured's employees or subcontractors 3. The Limits of Insurance applicable to the additional insured are the lesser of a. Those specified in the written contract or written agreement, or b. -those provided by this policy and defined in Section iII - Limits Of insurance These Limits of Insurance are inclusive of, and not in addition to, the Limits Of insurance shown in the Declarations and defined in Section III- Limits Of Insurance 4. The insurance provided to the additional insured does not apply to "Bodily injury"or"property damage"arising out of the rendering of, or the failure to render, any professional architectural,engineering or surveying services, including a. The preparing, approving, or failure to prepare or approve,maps,shop drawings, opinions, reports, surveys, field orders, change orders or drawing and specif,cations,and b Supervisory, inspection, architectural or engineering activities CG 8583 10 06 includes Copyrighted Material of ISO Properties too,with its rrerinission E Page 1 Of 2 '_ES:a 5. The fo!lowing replaces Exclusion 1• under Paragraph 2., Exculsions of Section I-Coverage A- Bodily Injury And Property Damage Liability: I. Damage To Your Work This Insurance does not apply to"property damage"to"your work"ansing out of it or any part of it and Included in the"product completed operations hazard" 6 We have no duty to defend or Indemnify an additional insured under this endorsement a. For any liability due to negligence attributable to any person or entity other than the Named Insured, the Named Insured's employees or subcontractors b For any loss which occurs prior to our Named Insured commencing operations at the location of the loss c. Until we receive written notice of a claim or"suit"from the additional insured as required in Section IV-Conditions, Duties In The Event Of Occurrence, Offense Claim or Suit C, Section IV• Conditions are amended as follows 1. The following is added to Paragraph 2 , Duties In The Event of Occurrence,Offense, Claim or Suit An additional insured under this endorsement must comply with all provisions of this section 2. As respects the coverage provided under this endorsement Paragraph 4.b., Other Insurance is deleted and replaced by the following 4. Other Insurance b. Excess Insurance This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless the written cortract or agreement described in A above specifically requires that this insurance be provided on either a primary basis or a primary and non-contributory basis CIS 6583 10 05 InCludes Copynghied Material of ISO properties,ini: with its permission E Page 2 of 2 !BE cc D o cl-,m e r I- 12-0 E d i t i i); Pan I I off 6 `Jc cerson or c•g2nizat;cn has a right under this Coverage Pa- T -- bring us into a "suiA" icr a s air i a i o jz,r �s as a part} or otrerv.%s t as a darn ze Ircir nsumd, or b To sue us or, tt-is Coverage Pa-'sn.ess a I cf fs terms nave tee-fully A person or iriga,iva.3n •riay il~a us to recover on an.a"reec 5etl=,rerit or on 2-net ivao-nerlt against an insured, but ,ve v.iJ not be iab:e�or damages that are riot rpyphle under tie terms of this Cc,,,a,ag--Par,or that are r,excess E3'the apre I cab'e I milt of nsL;ranre An agreed sett,•er%ar' meays a set-:ernert and release of ,ab, it;s g'iad Dy us the ins,--rev and the c,aimant or the claimant a legal Eorr=senlatjie 4 Othor Insurance If rnher valid and coiled bile insurance is avadab!e 13 the tnsi.,recl for a:oss v,,c cover under Coverages A or B of this Coverage Part, our ot-I gat ons are limited as fo;1oivs a. Primary Insurance This irisurari:e is primary except when b. b(BVA?2'Dpl a$. If this irsu-ance is primary, car ooliga!icns are not the unless any of 1� oller insurance is also primary. Then, we wN share with at!-.he"other insurance V/ ry the -rel'k oi dascnl,bd in c. belotv b. Excess Insurance This i-surance is cycess over 1)Any of ine otl-ar insurance,whef-)er primary, excess, ccntingent or on af.y clher basis �) That is F re, Ey!svuwd CLVeraqe, BU1109r's Risk Installation Risk rr similar--cit-rage for"'Your Nork" Vl That is F,re insurance Tcr premises rented to ycu or ia-rporar.;y occupied by you vMh permissiQpermissionol I the ovirier 1, (G) That is insurance p:,r--hasea Dy you to cover your!falbrlity as a tenant for"pro arty damage"to prer-,:srs re-rip-to yc-u of iernDo-ariiy occupied by you v.,ijn perrnlssic-, of the uvt,rc,-, or (d) 1-1 'he loss arises out --f the mainte-ance or use of aircraft, "autos'or watercraft to the extent not subject to Eyc;usion g. of Section I-Coverage A-Bodily Injury And Property Da.--tage Lieb;hty (2)Any other primary insurance available to you crjvPr;rg iatility for damages -insing ou,ofrhe premises are opea:tons, or;heprodubfs and completed operations. for which you have been ajo�d*as an additional j-,sured by attachmerl ref are endorsement "Alhen this insurance;s excess, us ,veil have no duty tinder Coverages A or 3 to defend the insures against any "suit" ;f any other insu-er has a duty to defend the insured against that"suit" If-C ot Wrsuer jP-TErldS %vewlljrda-aket000so but ale will oaami';ed to the :rsued's rights against all'those other lr;SWrPrS When this insurance is excess over other insurance, v,!e,,%,jff pay only our share of the amount cf the loss, J any, that exceeds:he sum c, (1)The total amount that all such other irsurence would pay for the loss•n the absence of this insurance, and f2)The total cf ail deductir;e and self-nsured amounts under all that otter insurance We w4l share the remaining loss, if any, vvrh an/ other inl;lirarice that is nct described in tnis Excess I-suran:;e rrovision aru .°.as not bought spec iica)!y to apply 1.11-excess C.,t-jo L—iis cf Insurance shown in the Decla-E'ens of this Coverage Pad. c. Method Of Sharing It J a'; cf the othern�,Urc.lf.L P I lt'Jt�t cut-I' 6Y eqaal shai`e5, 1,ta trr,;;'0:;Otv V'Vs -i-C- rued-rund a-150 ui",Uerzhs app;cacn each insurer co-mbuzes equal arroums until it has paid-13 EPP,lcalcia limlE of i-sLrance cr none of fhE- 'css remains,%vhichever comes first J any,of tre other insurance does rot perm I contribution LY cq-'Gl !",ares, weowd cortribufa by f.mits. Ur*.c!c-r this aeljlhoa. each -:s.rer's share is based on the ratio efts acp;,caI:!e iim,t of'rs-f2rice to the total applicable l.rn fs zf nzur&-ce --f:0 insurers 5. Premium Audit a 'A'e ccnicule ail pre-1L.-ris�cr=hjs Coverage Part n accofdarce v ith cur ,,as and a,Es b, Plemij,!i in '41-is Cot erase Pa.-t as advance premium:is a dcpos t plea,uri only At the close of ea--h E0,11, Ocriod V e roil corroui ,a the earned crem urn'or friet per od and send notice to the first [1.'ahriedl Insured The due date fcr aLd,z and relrl-specvo pre-niums is the date s•rc,lvn as the duo date on t�e bi,l if the sum cf the advance and a,-d,t prerr urns pa d for the policy period is greater Ilran the earned prermum, .,.a v ili return the excess to the firsi Narred lns:jred. REQUEST FOR MAYOR'S SIGNATUR `� KENT Please Fill In All Applicable Boxes Reviewed by Director Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) On orator. Ronda Billerbeck Dept/Div: Cultural Phone: x5055 Date Sent. 11/- /2012 Date Re uired 11/ /2012 Return Signed Document to: Ronda CONTRACT TERMINATION DATE: VENDOR NAME: Artech DATE OF COUNCIL APPROVAL: n/a Brief Explanation of Document: The work under this agreement is for Artech to fully restore the David Boxley totem pole located at the Old Fishing Hole in Kent, Washington. All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) Received Approval of Law Dept.: V Law Dept Comments- Date Forwarded to Mayor: Shaded Areas To Be Completed By Administration Staff Received ��cc , 77 Recommendations and Comments: � '� �� L �� �� f Disposition: V 0��i+r n/ �; Date Returned. CI'�'GrrEtJT Cin � ��}