Loading...
HomeMy WebLinkAboutAG-S-087 Berry Sign Systems CITY OF AUBURN AGREEMENT FOR SERVICES AG-S-087 THIS AGREEMENT made and entered into on this ,7,1:lay of , 2015, by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as "City" and Berry Sign Systems, 7400 Hardeson Road, Everett, WA 98203, hereinafter referred to as the "Provider." WITNESSETH : WHEREAS, the City is in need of the services of individuals, employees or firms for sign design, fabrication, and installation work; and, WHEREAS, the City desires to retain the Provider to provide said services in connection with the City's work; and, WHEREAS, the Provider is qualified and able to provide services in connection with the City's needs for the above-described work, and is willing and agreeable to provide such services upon the terms and conditions herein contained. NOW, THEREFORE, the parties hereto agree as follows: 1. Scope of Services The Provider agrees to perform in a good and professional manner the tasks described on Exhibit "A" which is attached hereto and by this reference made a part of this Agreement. (The tasks described on Exhibit "A" shall be individually referred to as a "task," and collectively referred to as the "services.") The Provider shall perform the services as an independent contractor and shall not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership,joint venture, employment or other relationship with the City. 2. Additional Services In the event additional services with respect to related work are required beyond those specified in the Scope of Work, and not included in the compensation listed in this Agreement, a contract amendment shall be set forth in writing and shall be executed by the respective parties prior to the Provider's performance of the services there under, except as may be provided to the contrary in Section 3 of this Agreement. Upon proper completion and execution of an Amendment (agreement for additional services), such Amendment shall be incorporated into this Agreement and shall have the same force and effect as if the terms of such Amendment were a part of this Agreement as originally executed. The performance of services pursuant to an Amendment shall be subject to the terms and conditions of this Agreement except where the Amendment provides to the contrary, in which case the terms and conditions of any such Amendment shall AG-S-087 Page 1 of 8 control. In all other respects, any Amendment shall supplement and be construed in accordance with the terms and conditions of this Agreement. 3. Performance of Additional Services Prior to Execution of an Amendment The parties hereby agree that situations may arise in which services other than those described on Exhibit "A" are desired by the City and the time period for the completion of such services makes the execution of Amendment impractical prior to the commencement of the Provider's performance of the requested services. The Provider hereby agrees that it shall perform such services upon the written request of an authorized representative of the City pending execution of an Amendment, at a rate of compensation to be agreed to in connection therewith. The invoice procedure for any such additional services shall be as described in Section 7 of this Agreement. 4. Provider's Representations The Provider hereby represents and warrants that the Provider has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perform such services. 5. City's Responsibilities The City shall do the following in a timely manner so as not to delay the services of the Provider: a. Designate in writing a person to act as the City's representative with respect to the services. The City's designee shall have complete authority to transmit instructions, receive information, interpret and define the City's policies and decisions with respect to the services. b. Furnish the Provider with all information, criteria, objectives, schedules and standards for the project and the services provided for herein. c. Arrange for access to the property or facilities as required for the Provider to perform the services provided for herein. d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other documents prepared by the Provider and render decisions regarding such documents in a timely manner to prevent delay of the services. 6. Acceptable Standards The Provider shall be responsible to provide, in connection with the services contemplated in this Agreement, work products and services of a quality and professional standard acceptable to the City. 7. Compensation As compensation for the Provider's performance of the services provided for herein, the City shall pay the Provider the fees and costs specified on Exhibit "B" which is attached hereto and by this reference made a part of this Agreement (or as specified in an Amendment). The Provider shall submit to the City an invoice or statement of time spent on tasks included in the scope of work provided herein, and the City upon acceptance of the invoice or statement shall process the invoice or statement in the next billing/claim cycle following receipt of the invoice or statement, and shall remit payment to the Provider thereafter in the normal course, AG-S-087 Page 2 of 8 subject to any conditions or provisions in this Agreement or Amendment. The Agreement number must appear on all invoices or statements submitted. The not- to-exceed amount for this agreement is $26,803.00. 8. Time for Performance and Term of Agreement The Provider shall not begin any work under this Agreement until authorized in writing by the City. The Provider shall perform the services provided for herein in accordance with the direction and scheduling provided on Exhibit "A" attached hereto and incorporated herein by this reference, unless otherwise agreed to in writing by the parties. All work under this Agreement shall be completed by December 31, 2016. 9. Ownership and Use of Documents All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working drawings and any other materials created or otherwise prepared by the Provider as part of his performance of this Agreement (the 'Work Products") shall be owned by and become the property of the City, and may be used by the City for any purpose beneficial to the City. 10. Records Inspection and Audit All compensation payments shall be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work performed under this Agreement shall be subject to inspection and audit by the City for a period of up to three (3) years from the final payment for work performed under this Agreement. 11. Continuation of Performance In the event that any dispute or conflict arises between the parties while this Contract is in effect, the Provider agrees that, notwithstanding such dispute or conflict, the Provider shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 12. Administration of Agreement This Agreement shall be administered by Irma Dore, on behalf of the Provider, and by the Mayor of the City, or designee, on behalf of the City. Any written notices required by the terms of this Agreement shall be served on or mailed to the following addresses: City of Auburn Berry Skin Systems Irma Dore Don Gerould Project Manager Berry Sign Systems Rep 25 W Main St 7400 Hardeson Road Auburn, WA 98001-4998 Everett, WA 98203 Phone: 253.876.1910 Phone: 425-776-8835 Cell: 253.266.5950 Fax: 425-774-8221 E-mail: idore @auburnwa.gov E-mail: don @berrysignsystems.com AG-S-087 Page 3 of 8 13. Notices All notices or communications permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above. Either party may change his, her or its address by giving notice in writing, stating his, her or its new address, to the other party, pursuant to the procedure set forth above. 14. Insurance The Provider shall procure and maintain for the duration of this 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 Provider, or the Provider's agents, representatives, employees, or subcontractors. Provider's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Provider to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Service Provider shall obtain insurance of the types described below: a. 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. Provider shall maintain automobile insurance with minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. b. 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, stop gap liability, 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. There shall be no endorsement or modification of the Commercial General Liability insurance for liability arising from explosion, collapse or underground property damage. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. Commercial General Liability insurance shall be written with limits no less than AG-S-087 Page 4 of 8 $1,000,000 each occurrence, $2,000,000 general aggregate, and a $2,000,000 products-completed operations aggregate limit. c. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: a. The Provider's insurance coverage shall be primary insurance as respects the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Provider's insurance and shall not contribute with it. b. The Provider's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City. Insurance is to be placed with an authorized insurer in Washington State. The insurer must have a current A.M. Best rating of not less than A:VII. Provider shall furnish the City with certificates of insurance and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Provider before commencement of the work. The City reserves the right to require that complete, certified copies of all required insurance policies be submitted to the City at any time. The City will pay no progress payments under Section 7 until the Provider has fully complied with this section. 15. Indemnification/Hold Harmless The Provider shall defend, indemnify and hold the City and its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, 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 Provider and the City, its officers, officials, employees, and volunteers, the Provider's liability hereunder shall be only to the extent of the Provider's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Provider's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. AG-S-087 Page 5 of 8 16. Assignment Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. No assignment or transfer of any interest under this Agreement shall be deemed to release the assignor from any liability or obligation under this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or obligation. 17. Nondiscrimination The Provider may not discriminate regarding any services or activities to which this Agreement may apply directly or through contractual, hiring, or other arrangements on the grounds of race, color, creed, religion, national origin, sex, age, or where there is the presence of any sensory, mental or physical handicap. 18. Amendment, Modification or Waiver No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of the other party shall not affect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 19. Termination and Suspension Either party may terminate this Agreement upon written notice to the other party if the other party fails substantially to perform in accordance with the terms of this Agreement through no fault of the party terminating the Agreement. The City may terminate this Agreement upon not less than seven (7) days written notice to the Provider if the services provided for herein are no longer needed from the Provider. If this Agreement is terminated through no fault of the Provider, the Provider shall be compensated for services performed prior to termination in accordance with the rate of compensation provided in Exhibit "B" hereof. 20. Parties in Interest This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties hereto and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. AG-S-087 Page 6 of 8 21. Costs to Prevailing Party In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under this Agreement, the prevailing parties shall be entitled to receive its reasonable costs and attorney's fees. 22. Applicable Law This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be in of the county in Washington State in which the property or project is located, and if not site specific, then in King County, Washington; provided, however, that it is agreed and understood that any applicable statute of limitation shall commence no later than the substantial completion by the Provider of the services. 23. Captions, Headings and Titles All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 24. Severable Provisions Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 25. Entire Agreement This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 26. Counterparts This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. AG-S-087 Page 7 of 8 CITY OF AUBURN BERRY SIGN SYSTEMS � ati Nancy B us, Mayor Signaturr Name: 0 • Attest Title:y t ' 1 • / Danielle Daskam City Clerk Signature Name: Appr. -d a l . • I Title: Las ") Federal Tax ID No: I os Daniel B. it‘A re me AG-S-087 Page 8 of 8 CITY OF �T 'B i'� 1'�T Nancy Backus, Mayor -4LfJ WtAI$JI I IAN G�TO�1N 25 West Main Street * Auburn WA 98001 -4998 * www.auburnwa.gov * 253- 931 -3000 December 1. 2015 Ron Jacobs Berry Sign Systems 7400 Hardeson Road Everett, WA 98203 RE: Agreement No. AG -S -087 Project No. CP1412, Auburn Youth Enter & Community Centers Dear Mr. Jacobs: Enclosed please find an executed copy of the above - referenced Agreement. The work authorized under this Agreement shall not exceed $26,803.00 and has a completion date of December 31, 2016. For the City's tracking and record keeping purposes, please reference AG -S -087 and Project No. CP1412 on all correspondence and related material. We must receive the certificate(s) of insurance; evidencing your insurance coverage and amendatory endorsements as required per Section 14, before we can issue a Notice to Proceed. Please send the certificate(s) to JoAnne Andersen, Contracts Administration Supervisor at the address listed at the top of this letterhead. As the project manager, I am the designated contact for this Agreement and all Amendments. Questions, assignments and coordination shall be routed through me. You can contact me at 253 - 876 -1910. Sinc rely Irma Dore Project Manager Community Development & Public Works Department ID /ja /as Enclosure cc: Dani Daskam, City Clerk Irma Dore, Project Manager AG -S -087 CP1412 (File 2.20) AUBURN* MORE THAN YOU IMAGINED CITY OF AUBURN AGREEMENT FOR SERVICES AG-S-087 EXHIBIT A SCOPE OF WORK City of Auburn CP1412 — Auburn Community Center and Teen Center Project - Signage This project includes the design and construction of a Teen Center and Community Center at the north end of the Les Gove Community Campus. The Teen Center is a renovation of an existing 8,500 square foot building that was built in the 1970's. The Teen Center will include "hang-out", study, and art areas, and the existing kitchen will be remodeled. The Community Center will be an approximately 13,000 square foot new building and will potentially include a large multi-purpose area, activities room, lobby, and office space for Parks and Administration staff. The scope of work for this agreement Includes the design, fabrication, and installation of exterior building signage and monument signage for the project. KEY ASSUMPTIONS The following assumptions apply to this entire scope of work. Any substantial deviations from these assumptions may require an amendment to the portion of the scope and budget that is Impacted by changes: • The Provider will provide the design, fabrication, and installation of the following: exterior building sign for the community center(1 sign), exterior building sign for the teen center (1 sign), and modification of the existing "Activity Center" monument sign on 8th Street at the parking lot entrance. • The Provider will provide a conceptual design for an electronic sign for a proposed new entrance to the Les Gove Campus from Auburn Way South at the H Street SE alignment. Development of permit drawings, shop drawings, fabrication, and installation of the electronic sign is not included in this scope of work. • The Provider will design, fabricate, and provide to the City for installation two identical temporary"coming soon" signs to be placed by the City near the construction site. These signs shall be provided within three weeks after the notice to proceed is issued by the City for the contract. • In accordance with RCW 39.35D.030, the Youth and Community Centers will be LEED Certified Silver. • The Provider shall develop and maintain a schedule that considers the timing of City reviews and decision making, permitting, materials procurement, fabrication, and installation such that all signage is installed and functional no later than June 9, 2016. • The Provider's point of contact at the City is the City's Project Manager. The Provider will take direction regarding all contractual and design issues from the City's Project Manager. As part of the stakeholder involvement tasks included in this scope, the AG-S-087 Exhibit A Page 1 of 2 Provider will facilitate input from many stakeholders including, but not limited to, City Directors, the City Engineer, and others; However, the Provider shall only take direction from the City's Project Manager. • The City will supply the Provider with the following items as available: o Site and Building Design Plans o Les Gove Community Campus Master Plan (Draft or Final if available) o Building Renderings o Reports associated with other work at Les Gove Community Campus • The Provider will meet with the City's Project Manager with other project team members In attendance as needed,. At each meeting the Provider will provide an updated project schedule and present any changes or anticipated risks to the schedule. • The Provider will coordinate with the City throughout the project design to discuss and consider land-use, planning, building code, and other issues. • All fabrication and installation work is subject to prevailing wages. • The Provider will submit for sign and building permits from the City with City fees for said permits being paid directly by the City. TASK 1 — DESIGN AND SHOP DRAWINGS The Provider will complete the following design tasks: • Provide a minimum of 3 alternative design options for each permanent sign (4 signs X 3 design concepts each = 12 design options total). Each option will be presented with a color rendering or sketch, materials selection, and preliminary cost estimate and include options for lighting. • Permanent signs are described in the first two bullets under"Key Assumptions". • Provide a draft rendering of the temporary"coming soon" sign and update the rendering based on City review. Fabricate two "coming soon" signs and deliver to the City for installation. • Work with City to evaluate and select a preferred option. • Prepare final design drawing and specifications for review and approval by the City. • The Provider will prepare shop drawings for review and approval by the City prior to fabrication. TASK 2— PERMITTING • The Provider will prepare a permit submittal package for review and approval by the City prior to fabrication. TASK 3— FABRICATION AND INSTALLATION The Provider shall fabricate, deliver, install, and commission the signs. All signs installed under this agreement shall be warrantied against defects for 1-year from time of acceptance by the City. The Provider will supply the City with operations, maintenance and warranty information. AG-S-087 Exhibit A Page 2 of 2 CITY OF AUBURN AGREEMENT FOR SERVICES AG-S-087 EXHIBIT B FEE SCHEDULE TASK 1 — DESIGN • $4,000.00 TASK 2— PERMITTING AND SHOP DRAWINGS • $560.00 TASK 3—FABRICATION AND INSTALLATION • Teen Center Building Sign, Community Center Building Sign, Monument Sign Modification, "coming soon" signs: $22,243.00 TOTAL FEE NOT TO EXCEED (TASKS 1, 2, AND 3): $26,803.00 AG-S-087 Exhibit B Page 1 of 1 CITY OF * _. * AUBURN' UBURNNancy Backus,Mayor WASHINGTON 25 West Main Street *Auburn WA 98001-4998 *www.auburnwa.gov*253-931-3000 February 9, 2016 Ron Jacobs Berry Sign Systems 7400 Hardeson Road Everett, WA 98203 RE: Agreement No. AG-S-087 Project No. CP1412, Signage for Auburn Youth Center & Community Center Notice to Proceed Dear Mr. Jacobs: The City is recently in receipt of the certificate of insurance above-referenced Agreement executed on November 23, 2015. This letter serves as your Notice to Proceed. The work authorized under this agreement shall not exceed $26,803.00, and has a completion date of December 31, 2016. For the City's tracking and record keeping purposes, please reference AG-S-087 and Project No. CP1412 on all correspondence and related material. As the project manager, I am the designated contact for this agreement and all amendments. Questions, assignments and coordination shall be routed through me. You can contact me at 253-876-1910. Sincerely, Irma Dore Project Manager Community Development & Public Works Department ID/ja/as Enclosure cc: Dani Daskam, City Clerk AG-S-087 CP1411 (File 2.20) AUBURN * MORE THAN YOU IMAGINED p S . ') . 2 AMENDMENT#1 TO SERVICE AGREEMENT NO. AG-S-087 BETWEEN THE CITY OF AUBURN AND BERRY SIGN SYSTEMS RELATING TO PROJECT NO. CP1412 THIS AMENDMENT is made and entered into this /6k day of _ .. / , 20/4, by and between the CITY OF AUBURN, a municipal corporation of the State of ashington(hereinafter referred to as the"CITY"), and Berry Sign Systems(hereinafter referred to as the"PROVIDER"), as an Amendment to the Service Agreement between the parties for AG-S-087 executed on the 23rD day of November 2015. The changes to the agreement are described as follows: 1. CONTRACT TERM: There is no change to the date of termination. 2. SCOPE OF WORK: The scope of work is amended to include the following tasks: The Provider shall fabricate and install a halo-lit building sign for the Community and Event Center. The cost of this sign exceeds the preliminary cost estimates due to the type of the sign and the length of the lettering of the sign. 3. COMPENSATION: The amount of this amendment is$4,424.00. The total agreement amount is increased to a total of$31,227.00. See Exhibit B-Revised Fee Schedule,which is attached hereto and by this reference made part of this Amendment. The total compensation amount under this agreement includes all and any applicable sales and use taxes. • REMAINING TERMS UNCHANGED:That all other provisions of the Agreement between the parties for AG-S-087 executed on the 23td day of November, 2015, shall remain unchanged, and in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. Berry Sign Systems CITY OF AUBURN By: \ � Authorized signature ancy Ba , Mayor ATTEST(Optional): ATTEST: By: , ! tv 6c \inn Its: ?Qt. cTC3C D Daskam,Auburn City Clerk Approved as to form (Optional): App .ve• as to A. .��r. AmA Attorney for(Other Party) re-:. Heid, , C-ty Attorney Amendment No. 1 for Agreement No. AG-S-087 Berry Sign Systems Page 1 of 1