HomeMy WebLinkAboutAgreement for Services with Artech - Restoration of Every Year the Salmon Return
Artech Restoration
December 19, 2022
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CITY OF AUBURN
AGREEMENT FOR SERVICES
Artech – Restoration of “Every Year the Salmon Return”
THIS AGREEMENT made and entered into on this _____ of December, 2022, by and
between the CITY OF AUBURN (“City”), a municipal corporation of the State of Washington,
and Artech (“Provider”), whose address is 7036 S 190th Street, Kent, WA 98032.
In consideration of the conditions and the mutual promises and covenants contained in
this Agreement, the parties agree as follows:
1. Scope of Services
The Provider agrees to perform the tasks described on Exhibit “A”. All work will be done in
a professional manner according to standard industry practices. The Provider shall furnish
all tools, materials, and equipment for the work. The Provider will, without additional
compensation, correct or revise any negligent errors, omissions or other deficiencies in its
plans, designs, drawings, specification, and other services required, whether during or
after the Term of this Agreement. Any approval by the City of Provider’s services will not
in any way relieve the Provider of responsibility for the accuracy and adequacy of its
services. The City reserves its right to withhold payment from the Provider for any
defective or unauthorized work.
2. Work Performed at Provider’s Risk
The Provider shall take all precautions necessary and shall be responsible for the safety of
its employees, agents, and subcontractors in the performance of this Contract. All work is
at the Provider's own risk, and the Provider shall be responsible for any loss or damage to
materials, tools, or other articles used or held for use in connection with the work.
Regarding damage to the Objects, City shall disclose in writing to Artech any known
damage and /or defects existing in the Objects prior to the commencement date, as
established by the parties pursuant to section 5; 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 the commencement date, (b)
ordinary wear and tear, or (c) perishable Objects. Upon completion of the Scope of Work,
City shall inspect the Objects for damage.
3. Provider’s Representations & Qualifications
The Provider represents and warrants that it has all necessary licenses and certifications
to perform the services provided for in the Agreement and is qualified to perform those
services. Provider represents that the person signing this Agreement on behalf of Provider
has all requisite authority to bind Provider to the terms and conditions of this Agreement.
4. Compensation
As compensation for the Provider’s performance of the services provided for in this
Agreement, the City will pay the Provider the fees and costs specified in Exhibit “A” Fifty
percent (50%) of the price set forth will be due and payable as an initial payment within 10
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days from City’s execution of this contract. The remaining 50% of the price and any fully
executed change orders shall be due and payable upon completion, subject to the
retainage requirements in section six
These payments will be full compensation for work performed or services rendered and for
all labor, materials, supplies, equipment, overhead, profit, and incidentals necessary to
complete the work.
Upon completion, the Provider will submit to the City an invoice providing a description of
the work complete and the price for each task. Upon acceptance of the invoice or
statement, the City will process the invoice or statement in the next billing/claim cycle and
will remit the final payment to the Provider, subject to any conditions or provisions in this
Agreement or Amendment. Copies of original supporting documents will be supplied to
the City upon request. Submittal of the invoice by the Provider shall constitute waiver of
claims, except those previously and properly made and identified by the Provider as in
dispute at the time the invoice is submitted.
The not-to-exceed amount for this agreement is $30,000.00 The Provider will not
undertake any work or otherwise financially obligate the City in excess of this amount
without prior written authorization.
5. Cancellation Fee,
After execution of this agreement, the Provider and the City shall set a mutually agreeable
commencement date for the work described in Exhibit A. The Provider shall memorialize
that date by sending it to the City by email. If the City terminates this agreement within
two (2) business day of the commencement date, the City shall forfeit the initial payment
of fifty-percent (50%) of the contract price. The City shall forfeit the initial payment and
shall be obligated to remit the remaining fifty-percent (50%) payment if it terminates this
agreement within one (1) business days of the commencement date.
6. Time for Performance, Term, and Termination of Agreement
The term of this Agreement commences on the later date of the Parties execution of this
Agreement, as reflected on the signature page. The Provider will perform the services in
accordance with the direction and scheduling provided on Exhibit “A”, unless otherwise
agreed to in writing by the parties. All work performed under this Agreement will be
completed by October 1, 2023.
Termination for default. 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
notice will identify the reason(s) for termination and specify the effective date of
termination. In the event of a default by Provider, City may suspend all payments
otherwise due to Provider and the City will have no further obligations to Provider.
In the event of default by City, Artech shall have the right to terminate this Agreement and
its obligations hereunder effective upon sending notice to City. The City shall be in default
under this Agreement if it fails to (a) pay amounts when due, or (b) to cure any other
breach of this Agreement within 10 days of receipt of written notice from Artech. If City’s
Objects are not removed upon the termination of this Agreement, Artech may dispose of
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the Objects in accordance with applicable law, or exercise any other remedy available to it
under the law, without limitation. Artech reserves all rights that it may have pursuant to any
Warehouseman’s lien.
The rights and remedies set forth in this Contract are not exclusive and are in addition to
any other rights or remedies that exist in law or equity or by statute or otherwise.
Termination for Convenience. The City may terminate this Agreement upon not less
than seven (7) days written notice, which shall contain the effective date of termination, to
the Provider. If this Agreement is terminated through no fault of the Provider, the Provider
will be compensated for services performed prior to termination in accordance with the
estimate provided in Exhibit “B”. This payment shall fully satisfy and discharge the City of
all obligations and liabilities owed the Provider, who shall not be liable for any anticipated
profits or other consequential damages resulting from the termination.
Upon receipt of a termination notice, the Provider will promptly discontinue all services
affected and deliver to the City all data, drawings, specifications, reports, summaries, and
such other information and materials as the provider may have accumulated, prepared, or
obtained in performing this Agreement, whether fully or partially completed.
7. Prevailing Wages, Bonds and Retainage
The Provider shall pay prevailing wages and comply with Chapter 39.12 of the Revised
Code of Washington, as well as any other applicable prevailing wage rate provisions.
The contract is subject to retainage and bonding requirements of state law. The Provider
may elect to either furnish the City with an executed performance bond for the full Contract
amount, in which case Auburn shall withhold 5% of the contract price to ensure the
Provider’s compliance with RCW 39.12, or elect for the City to retain, in lieu of the
performance bond, 10% of the total Contract price. The Provider shall execute a
“Declaration of Option for Performance Bond or Additional Retainage” to indicate his/her
option.
The Provider can choose to have the retainage held by the City in a non-interest bearing
account, have it placed in an Escrow (interest bearing) Account, or submit a bond in lieu of
retainage. The retainage shall be held by the City until receipt of both a Statement of
Intent to Pay Prevailing Wages and an Affidavit of Wages Paid, for the Provider and each
and every subcontractor, have been approved by the State Department of Labor &
Industries and received by the City.
The prevailing wage rate revision in effect on the date the Provider submitted the
Construction Work Quote Form is attached and by this reference made a part hereof.
8. Changes & Claims
The Scope of Work may be modified by a change order (“Change Order”) signed by both
parties. Alteration of tasks from the scope of work that involve additional costs will be
executed only upon receipt of a signed Change Order.
The Provider must submit a written change order request to an authorized agent of the
City within 10 calendar days of the date the facts and events giving rise to the requested
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change occurred. If the City determines that the change increases or decreases the
Provider's costs or time for performance, the City will make an equitable adjustment based
upon the rate(s) for the contract work. The City will attempt, in good faith, to reach
agreement with the Provider on all equitable adjustments. However, if the parties are
unable to agree, the City will determine the equitable adjustment as it deems appropriate.
The Provider shall proceed with the change order work upon receiving either a written
change order from the City or an oral order from the City. If the Provider fails to request a
change order within the time allowed, the Provider waives its right to make any claim or
submit subsequent change order requests for that portion of the Contract work. If the
Provider disagrees with the equitable adjustment, the Provider must complete the change
order work; however, the Provider may elect to protest the adjustment as provided below:
A. Procedure and protest by the Provider. If the Provider disagrees with anything
required by a change order, another written order, or an oral order from the City,
including any direction, instruction, interpretation, or determination by the City, the
Provider shall:
1. Within 5 days of receiving a written change order or oral order that the Provider
desires to protest, the Contactor shall give a signed written notice of protest to the
City; and
2. The Provider shall keep complete records of extra costs and time incurred as a
result of the protested work. The City shall have access to any of the Provider's
records needed for evaluating the protest.
3. The Director of the Parks, Recreation and Arts Department will evaluate all
protests, provided the procedures in this section are followed. If the City determines
that a protest is valid, the City will adjust payment for work or time by an equitable
adjustment. No adjustment will be made for an invalid protest.
B. Provider's acceptance of changes. The Provider accepts all requirements of a
change order by: (1) endorsing it, (2) writing a separate acceptance, or (3) not
protesting in the way this section provides. A change order that is accepted by the
Provider 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.
C. Failure to protest constitutes waiver. By not protesting as this section provides,
the Provider also waives any additional entitlement and accepts from the City any
written or oral order (including directions, instructions, and interpretations).
D. Claims. If resolution of a protest cannot be reached, and the Provider wishes to
pursue a claim, the Provider shall give written notice of claim to the City within 15
calendar days of the City's notice of its final decision on the Provider's protest. The
Provider waives right to a claim for damages, additional payment for any reason, or
extension of time, whether under this Contract or otherwise, if they have not followed
the protest procedures outlined in this Contract. and made a timely written claim in
strict accordance with the applicable provisions of this Contract.
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The Provider must, in any event, file any claim or bring any suit arising from or
connected with this Contract prior to signing the Final Payment Form.
9. Objects/Relocation.
City will provide a description of the Objects, the condition of the Objects in the City’s
judgment, and the City’s estimated value of Objects by the time of commencement date.
Such information will be accurate, complete and sufficient to allow Artech to comply with
all applicable laws and regulations regarding the storage, handling and transportation of
the Objects. Artech assumes no responsibility for valuation. Any removal of Objects from
storage, or addition of new Objects for storage, will be acknowledged in writing and a
Change Order will be issued by Artech. Artech may, without notice to City, relocate
Objects within its facilities.
10. Continuation of Performance
In the event that any dispute or conflict arises between the parties while this Agreement is
in effect, the Provider agrees that, notwithstanding such dispute or conflict, the Provider
will continue to make a good faith effort to cooperate and continue to work toward
successful completion of the delivery of services and its contractual responsibilities.
11. Independent Contractor
The Provider will perform the services as an independent contractor and will not be
deemed, by virtue of this Agreement and performance of its provisions, to have entered
into any partnership, employment or other relationship with the City.
12. Administration of Agreement
This Agreement will be administered by Andrew Warren, on behalf of the Provider, and by
the Auburn Mayor, or designee, on behalf of the City. Any written notices required by the
terms of this Agreement will be served on or mailed to the following addresses:
Allison Hyde
City of Auburn
25 West Main St
Auburn WA 98001-4998
Phone: 253.931.4011
Fax: 253.931.4005
Email: ahyde@auburnwa.gov
Kate Dawson
Artech
7036 S 190th Street
Kent, WA 98032
425-264-0201
13. Notices
All notices or communications permitted or required to be given under this Agreement will
be in writing and will be deemed duly given if delivered in person or sent by regular mail,
postage prepaid and addressed, to the address for the party set forth above. Either party
may change its address by giving notice in writing to the other party.
Formal requests for information (RFI) shall not be required for this contract.
14. Insurance
The Provider will, at its sole expense, procure and maintain for the duration of this
Agreement and 30 days thereafter insurance against claims for injuries to persons or
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damage to property which may arise from or in connection with the performance of this
Agreement by the Provider, its agents, representatives, or employees.
Provider’s maintenance of insurance as required by the Agreement will 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 will obtain insurance of the types described below:
a. Commercial General Liability insurance will be at least as broad as ISO occurrence
form CG 00 01 and will cover liability arising from premises, operations, stop-gap
independent Providers, products-completed operations, personal injury and advertising
injury, and liability assumed under an insured contract. The City will be named as an
additional insured under the Provider’s Commercial General Liability insurance policy
with respect to the work performed for the City using an additional insured
endorsement at least as broad as ISO Additional Insured endorsement CG 20 26.
Commercial General Liability insurance will be written with limits no less than
$2,000,000 each occurrence, $2,000,000 general aggregate.
b. Worker’s Compensation coverage as required by the state Industrial Insurance laws.
For Commercial General Liability insurance, the policies are to contain, or be endorsed to
contain that Provider’s insurance coverage will be primary insurance as respects the City.
Any insurance, self-insurance, or self-insurance pool coverage maintained by the City will
be excess of the Provider’s insurance and will not contribute with it.
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.
Before the commencement date, the Provider will furnish the City with original 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
this Agreement.
The City reserves the right to require complete, certified copies of all required insurance
policies and/or evidence of all subcontractors’ coverage be submitted to the City at any
time. The City may withhold payment if the Provider does not fully comply.
The City will be insured for the full available limits of Commercial General and Excess or
Umbrella liability maintained by the Provider, irrespective of whether such limits
maintained by the Provider are greater than those required by this Agreement or whether
any certificate of insurance furnished to the City evidences limits of liability lower than
those maintained by the Provider.
The provider will provide the City with written notice of any policy cancellation within two
business days of their receipt of such notice. Failure by the Provider to maintain the
insurance as required will constitute a material breach of this agreement, upon which the
City may, after giving five business days’ notice to the Provider to correct the breach,
immediately terminate the agreement or, at its discretion, procure or renew such insurance
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and pay any and all premiums, with any sums so expended to be repaid to the City on
demand, or at the City’s sole discretion, offset against funds the City owes the Provider.
City is responsible for insuring City’s Objects at all times during this Agreement.
15. Indemnification/Hold Harmless
Except for injuries and damages caused by the sole negligence of the City, the Provider
will defend, indemnify and hold the City and its officers, officials, employees, and
volunteers harmless from any and all claims, injuries, damages, losses, or suits of every
kind, including attorney fees and litigation expenses, arising out of or resulting from the
acts, errors, or omissions of the Provider, its employees, agents, representatives, or
subcontractors, including employees, agents, or representatives of its subcontractors,
made in the performance of this Agreement, or arising out of worker’s compensation,
unemployment compensation, or unemployment disability compensation claims.
However, 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 Public Entity, its officers, officials, employees, and volunteers, the
Provider's liability, including the duty and cost to defend, hereunder shall be only to the
extent of the Provider’s negligence.
If is further specifically and expressly understood that this indemnification 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 will survive the expiration or termination of this Agreement.
The provisions of this section were separately and mutually negotiated by the parties.
City 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 City breach of this Agreement. IN NO EVENT WILL ARTECH
BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT
DAMAGES OF ANY KIND WHATSOEVER AND HOWEVER ARISING, INCLUDING,
WITHOUT LIMITATION, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR
REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY
BREACH OF ANY PROVISION OF THIS AGREEMENT, WHETHER OR NOT THE
POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CLIENT
OR COULD HAVE BEEN REASONABLY FORESEEN BY CLIENT OR ARTECH,
REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR
OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE
FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE
16. Assignment
Neither party to this Agreement will assign any right or obligation hereunder in whole or in
part, without the prior written consent of the other party. No assignment or transfer will
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.
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17. Inspection and Audit
All compensation payments will 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 will 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. If any litigation, claim, dispute, or audit is
initiated before the expiration of the three (3) pear period, all records and books of account
pertaining to any work performed under this Agreement will be retained until all litigation,
claims, disputes, or audit are finally resolved.
18. 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.
19. Amendment, Modification and Waiver
No amendment, modification, or waiver of any condition, provision, or term of this
Agreement will be valid or of any effect unless made in writing, signed by the party or
parties to be bound, or the party’s or parties’ duly authorized representative(s) and
specifying with particularity the nature and extent of such amendment, modification or
waiver. Any waiver, approval or acceptance, or payment by any party will not affect or
impair that party’s rights arising from any default by the other party.
20. Parties in Interest
This Agreement is for the exclusive benefit of the parties. It does not create a relationship
with or exist for the benefit of any third party, including subcontractors and sureties.
21. Force Majeure
Any delay in the performance of any obligation under this Agreement shall be excused, if
and so long as the performance of the obligation is prevented, delayed or otherwise
hindered by any act not within the control of a party such as fire, cyber/ransomware attack,
earthquake, flood, explosion, actions of the elements, riots, mob violence, strikes,
pandemic, lockouts, and emergency orders of the state or federal government.
22. Applicable Law & Attorney Fees
Disputes arising from this Agreement will be resolved in the state or federal courts located
in King County, Washington, and City consents to be subject to the jurisdiction of these
courts.
In the event of litigation arising out of this Agreement, or a claimed breach thereof, the
substantially prevailing party shall be entitled to recover its reasonable attorneys’ fees and
all costs and expenses.
23. Captions, Headings and Titles
All captions, headings or titles of this Agreement are inserted for convenience of reference
only and will 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. Where appropriate, the singular
will include the plural and vice. Interpretation or construction of this Agreement will not be
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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 is illegal or
invalid for any reason, such illegality or invalidity will not affect the validity of the remaining
provisions.
25. Entire Agreement
This Agreement together with any subsequent amendments or addendums contains the
entire understanding of the parties in respect to the transactions contemplated and
supersedes all prior representations, agreements and understandings between the parties,
either oral or written. No other understandings, oral or otherwise, regarding this
Agreement shall bind any party.
26. Counterparts
This Agreement may be executed in multiple counterparts, each of which will be one and
the same Agreement and will become effective when one or more counterparts have been
signed by each of the parties and delivered to the other party.
27. Warrant of Authority.
City represents and warrants to Provider that it is the legal owner or has lawful possession
of the Objects and has the right and authority t o direct the release and/or delivery of the
Objects and has the legal right and authority to enter into this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
CITY OF AUBURN ARTECH
_____________________________
Nancy Backus, Mayor Signature
Name:
Title:
Date: ________________________________
Approved as to form:
_____________________________
Kendra Comeau, City Attorney Signature
Name:
Title:
Date: ________________________________
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Business Development Manager
12/21/2022
Patrick Rich
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EXHIBIT A
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COMPREHENSIVE SERVICES - TAILORED SOLUTIONS
kated@artechfas.com 11/14/2022 7823 Kate Dawson
City of Auburn Allison Hyde
425-264-0201
Conservation - "Every Year the Salmon Return"910 9th Street SE AUBURN WA 98002
ahyde@auburnwa.gov
ESTIMATE # PROJECT MANAGER (PM)PM PHONE PM EMAIL DATE
CLIENT CLIENT PHONE CLIENT EMAIL CLIENT NAME
CLIENT BILLING ADDRESS PROJECT NAME
253-931-3043 Ext
SCOPE OF WORK
Art Handling and Local Transport | Deinstall
Clean Salmon & Eagle element on top of 20' pole
Deinstall wood slats from benches to use as template
Deinstall metal bench backs; pack for local transport
Transport elements to Artech Warehouse and vendor for restoration
Client to provide color match details
Fabrication | Metal Backs
Arrange re-finishing and painting of bench backs
Client to provide color match details
Fabrication | Wood Slats
Fabricate and paint (10) new bench slats, using current slats as a template
Client to provide color match details
Art Handling and Local Transport | Reinstall
Deliver new wood bench slats and repainted bench backs to site
Reinstall slats and backs with new hardware
Paint in-ground supports to match repainted color
See attached page for list of object / artwork information
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. This Agreement is valid for up to 30 days from
the date of this Agreement. All labor and materials provided by Artech shall be considered taxable. A deposit of 50% of the estimate total is
required prior to the commencement of this Scope of Work. Cancellation within 1 business day of commencement of this Scope of Work will be
invoiced to the Client at 100% of the estimate total detailed in this Agreement; cancellation within 2 business days will be billed at 50% of the total.
DELIVERABLES & ESTIMATED COSTS
$10,067.98Art Handling and Local Transport | Deinstall
$3,226.50Fabrication | Metal Backs
$2,658.50Fabrication | Wood Slats
$8,963.08Art Handling and Local Transport | Reinstall
$24,916.06
$27,432.58
$12,458.00
$2,516.53
Sub-total (Pre-Tax)
State Sales Tax
TOTAL
Deposit
Work to be conducted during normal business hours, Monday-Friday, 8:30am - 5:00pm.
Above normal height, eye-level maintenance.
No delays beyond our control; full and unobstructed access to load, unload, install, and deinstall locations.
Estimate is based on information provided by the client; costs are subject to change based on actual scope completed.
Scissor lift equipment rental required for cleaning of Salmon and Eagle; subject to availability and vendor cost changes.
Outdoor work is weather-dependent and will be rescheduled in the event of inclement conditions.
ASSUMPTIONS
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COMPREHENSIVE SERVICES - TAILORED SOLUTIONS
Storage fees may apply upon arrival at Artech; storage fees are based on actual packed dimensions and are invoiced separately.
Estimate assumes that new hardware will be provided by client or are standard and readily available.
All labor to be performed at prevailing wage rates per Washington State prevailing wage law, chapter 39.12 RCW and Chapter 296 -127 WAC.
Remit deposit via check to 7036 S 190th Street Kent WA 98032
Credit card payments are subject to a 3% transaction fee for transactions over $5,000.00
Timeline and scheduling do not reflect any delays due to COVID-19
Please arrange for $0.00 of insurance coverage and invoice me for the premiums due.
Customer Interest Insurance (up to $100,000, $10
minimum premium):
If no amount is listed, it is assumed that the Client does not elect this coverage, it is represented by the Client that the object(s)
are sufficiently insured by other insurance policies maintained independently by the Client.
Art Handling:
Domestic Shipping:
International Shipping:
Storage:
$5.00/$1,000 covered
$5.00/$1,000 covered
$7.70/$1,000 covered
$0.72/$1,000 covered
Submitted for ARTECH by:
PM Signature Client Signature
Your signature acknowledges that you are a duly authorized representative of the Client and have read, understand, and agree to the "Scope of Work" and
estimate within this Agreement, subject to the Terms & Conditions set forth in Appendix A.
Date Date
Kate Dawson
Approved for Client by:
City of Auburn
11/14/2022
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COMPREHENSIVE SERVICES - TAILORED SOLUTIONS
Appendix A
Terms & Conditions
1. Effective. This proposal and estimated costs (“Agreement”) is submitted by Artech, Incorporated ("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 only be modified by a change order (“Change Order”) signed by both parties. Any alteration of tasks from the above that involve additional costs will be executed
only upon receipt of a signed Change Order. This proposal will remain open for up to 30 days from the date of this estimate and thereafter, may expire without further notice to
Client. This Agreement will be deemed accepted by Client upon the earlier of its signature, or by delivery or deposit of goods (“Objects”) with Artech. Artech will be deemed
bound by this Agreement upon the earlier of Artech’s signing a copy that has been signed by Client or its acceptance of delivery or deposit of Client Objects. This Agreement is
binding on the Client, its successors and assigns, and cannot be modified except by a written amendment signed by Artech .
2. Services. All work will be done in a professional manner according to standard industry practices. Artech is not responsible for loss incurred due to circumstances beyond its
control. All labor and materials provided by Artech shall be considered taxable and not included within the estimated fees and other charges described in this Agreement .
3. Ownership. Client represents and warrants to Artech that it is the legal owner or has lawful possession of the Objects and has the right and authority to direct the release
and/or delivery of the Objects and has the legal right and authority to enter into this Agreement. 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 Agreement .
4. Payment Terms. Payments for invoiced charges are due within 30 days of the date of invoice. Late payments shall accrue interest at 1.5% per month or the highest rate
allowed under applicable law. Artech may require Client to pay an advance deposit of 50% of the estimate total prior to commencing this Scope of Work. Clients located outside
of the United States shall pay all charges in advance.
5. Default. Client shall be in default under this Agreement if Client fails to (a) pay amounts when due, or (b) to cure any other breach of this Agreement within 10 days of
receipt of written notice from Artech. Upon any such breach, Artech shall have the right to terminate this Agreement and its obligations hereunder effective upon sending notice
to Client. If Client’s Objects are not removed upon the termination of this Agreement, Artech may dispose of the Objects in accordance with applicable law, or exercise any other
remedy available to it under the law, without limitation. Artech reserves all rights that it may have pursuant to any Warehouseman’s lien. The rights and remedies set forth in
this Contract are not exclusive and are in addition to any other rights or remedies that exist in law or equity or by statute or otherwise.
6. Limitation of Liability. Artech shall not be liable, and Client hereby waives any claims, for loss or damage to Client’s Objects except to the extent that such loss or
damage is directly attributable to Artech’s failure to exercise care as a reasonably careful person would exercise under like circumstances. Artech is not liable for any damages
which could not have been avoided by the exercise of such care. Notwithstanding any provision to the contrary in this Agreement, Artech’s liability with respect to any claim for
loss or damage arising from or relating to its performance under this Agreement shall not in any event exceed the fees paid to Artech under this Agreement for the 12 month
period preceding the date of loss or damage. Any claim of damage arising under this Agreement must be presented to Artech in writing upon completion of the Scope of Work .
No lawsuit or other action may be maintained by Client against Artech for loss or damage to the Objects unless a timely written claim has been given by Client as provided in
the previous sentence and unless such lawsuit or other action is commenced no later than the earlier of nine months after completion of the Scope of Work .
IN NO EVENT WILL ARTECH BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND WHATSOEVER AND HOWEVER ARISING, INCLUDING, WITHOUT
LIMITATION, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF ANY PROVISION OF THIS
AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN BY CLIENT OR ARTECH,
REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR
OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL ARTECH’S AGGREGATE LIABILITY UNDER THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ARTECH’S LIABILITY UNDER
SECTION 6 OF THIS AGREEMENT, EXCEED THE TOTAL OF THE AMOUNTS CLIENT PAID TO ARTECH FOR THE SERVICES UNDER THIS AGREEMENT. THE REMEDIES SET FORTH IN THIS SECTION 6
SHALL BE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND ARTECH’S ENTIRE LIABILITY FOR ANY BREACH OF ARTECH’S OBLIGATIONS.
7. Insurance. Client, at Client’s discretion, is responsible for insuring Client’s Objects at all times during this Agreement. Solely as a courtesy to Client , Client may choose to
request Artech insure Object (s) with Client named as an additional insured, subject to such policy’s then -existing deductibles, limits, exclusions and other terms. The cost of
insurance will be reflected in Artech’s regular invoice to the client. If Client exercises this option and the Client’s loss is covered by the applicable policy, then the liability cap in
Section 6 shall be equal to the greater of the insurance coverage proceeds payable to Client or the amount set forth in Section 6 above. Client acknowledges that any insurance
coverage under Artech’s policy may not be adequate to cover any loss or damage to the Objects .
8. Confidentiality. Except as otherwise provided in this Agreement, Objects or information pertaining to 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 regarding the Objects, or as otherwise required by law or as reasonably
necessary to Artech’s attorneys, advisors, accountants, insurers, and brokers. Client agrees that it will protect and keep confidential the terms and conditions of this Agreement
and any other information obtained from Artech in connection with this Agreement 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.
9. Storage Charges. If the Scope of Work includes storage services, Client shall enter into the Storage Receipt and Contract included herewith. Artech will provide a current
fee schedule (“Fee Schedule”) for storage charges upon request.
10. 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 Scope of Work; 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) perishable Objects. Upon completion of the Scope of Work ,
Client shall inspect the Objects for damage.
11. Attorney’s Fees and Costs. In the event of litigation arising out of this Agreement, or a claimed breach thereof, the substantially prevailing party shall be entitled to
recover its reasonable attorneys’ fees and all costs and expenses .
12. Disputes. Disputes arising from this Agreement will be resolved in the state or federal courts located in King County, Washington, and Client consents to be subject to the
jurisdiction of these courts.
13. Termination/Cancellation. Either party may terminate this Agreement for any reason without penalty or charge (except as provided in the following sentence ), and require
the removal of Objects stored with Artech, upon thirty (30) days’ written notice to the other party. If Client terminates within (1) business day of commencement of this Scope
of Work, Artech will invoice to the Client 100% of the estimate total charges under this Agreement; and if such termination occurs within (2) business days, Artech will invoice
50% of the total charges.
14. 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.
15. Force Majeure. Neither party will be liable for any loss or damage or be deemed to be in breach of this Agreement due to any event or circumstance beyond its reasonable
control, including but not limited to war, invasion, civil unrest, electrical shortages, terrorist attacks, earthquakes, or other natural disasters.
16. Objects/Relocation/Other Services. Client will provide a description of the Objects, the condition of the Objects in the Client’s judgment, and the Client’s estimated value
of Objects by the time of delivery or deposit of the Objects to Artech. Such information will be accurate, complete and sufficient to allow Artech to comply with all applicable
laws and regulations regarding the storage, handling and transportation of the Objects. Artech assumes no responsibility for valuation. Any removal of Objects from storage, or
addition of new Objects for storage, will be acknowledged in writing and a Change Order will be issued by Artech. Artech may, without notice to Client, relocate Objects within its
facilities. If Client requests Artech engage the services of others with respect to the Objects, and Artech agrees to such request, it is agreed that Artech shall act as the agent
of Client and shall not be liable for any loss or damage arising out of such services.
17. Additional Provisions. This Agreement, together with any corresponding Change Order, constitutes the entire agreement between the parties with respect to the subject
matter hereof; provided, the terms of the Storage Receipt and Contract governs any storage services provided under the Scope of Work. No changes to the provisions of this
Agreement 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 Agreement. Any notices under this Agreement 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 Agreement. Either party may give the other
party notice of such change in address in accordance with this Section. This Agreement may be executed in counterparts and delivery of a signature page by email or facsimile
shall have the same force and effect as delivery of an original signature page. 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 Agreement will remain in full effect .
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