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HomeMy WebLinkAbout000189 Original ContractWHEREAS, both murals are in need of repair and restoration; and I SCOPE OF WORK Rotary's Obliaations II TIME OF PERFORMANCE III PAYMENT AGREEMENT FOR SERVICES BETWEEN THE THE CITY OF PORT ANGELES AND NOR'WESTER ROTARY CLUB City of Port Angeles Record #000189 THIS AGREEMENT is made and entered into this S day of 2011, by and between THE CITY OF PORT ANGELES, a non charter code city of the Sthte of Washington, (hereinafter called the "CITY and NOR'WESTER ROTARY CLUB (hereinafter called the "Rotary"). WHEREAS, the City Council of Port Angeles has recognized that the large murals the Kalakala and Ennis Creek in the downtown area of the City are significant to the identity of the City and promote tourism to the City; and WHEREAS, Rotary is ready and able to organize a project to repair, restore and preserve the murals; and WHEREAS, it is in the best interest of the City to support the restoration to the Kalakala and Ennis Creek Murals located in the downtown area of Port Angeles as described in Exhibit A; and NOW, THEREFORE, in consideration of the above representations and the terms, conditions, covenants, and agreements set forth below, the parties hereto agree as follows: Rotary shall direct, oversee, and complete, or cause to be completed, the services necessary to repair, restore, and preserve the Kalakala and Ennis Creek murals. To accomplish these services Rotary may engage an appropriately qualified artist described as attached Exhibit A. Rotary agrees that all services performed under this Agreement shall be in accordance with the professional standards and compliance with applicable federal, state and local laws. Restoration and repair work may begin work upon execution of this Agreement by both parties and the work shall be completed not later than September 30, 2011. The CITY shall pay Rotary the sum of Five Thousand Dollars as total compensation for work performed and services rendered pursuant to this agreement. Payment shall be due when the services are complete to the satisfaction of the City. NOR WESTER ROTARY Professional Services Agreement.doc Page 1 of 4 IV INDEPENDENT CONTRACTOR STATUS Rotary is an independent contractor. Rotary, and its agents, contractors, and employees, are not employees of the City and are not entitled to the benefits provided by the City to its employees. Rotary, as an independent contractor, has the authority to control and direct the performance of the details of the services to be provided and has the sole responsibility and duty to assure the services are completed satisfactorily. Rotary shall assume full responsibility for payment of all Federal, State, and local taxes or contributions imposed or required, including, but not limited to, unemployment insurance, Social Security, and income tax. V EMPLOYMENT Employees, agents and contractors of Rotary, while engaged in the performance of any work or services under this Agreement, shall not be considered employees of the CITY, and claims that may arise under the Workman's Compensation Act on behalf of said employees while so engaged, and any and all claims made by a third party as a consequence of any negligent act or omission on the part of the employees while so engaged, on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of Rotary. In performing this Agreement, the Rotary shall not employ or contract with any CITY employee without the City's written consent. VI CHANGES IN WORK Either party may request changes in the scope of work. Such changes shall not become part of this Agreement unless and until mutually agreed upon and incorporated herein by written amendments to this Agreement executed by both parties. VII EXTRA WORK The CITY may desire to have Rotary perform or render services in connection with this project, in addition to the Scope of Work set forth in Exhibit A and minor revisions to satisfactorily completed work. Such work shall be considered as "Extra Work" and shall be addressed in a written supplement to this Agreement. The CITY shall not be responsible for paying for such extra work unless and until the written supplement is executed by both parties. VIII STANDARD OF CARE Rotary warrants that the work, products, and services will conform to the requirements of this agreement and shall be performed in a professional, competent and timely manner by appropriately qualified and trained personnel. IX ERRORS AND OMISSIONS In the event there are any errors or omissions involved with the services performed, Rotary shall correct any errors or omissions at no additional charge to the City. NOR WESTER ROTARY Professional Services Agreement.doc Page 2 of 4 X INDEMNIFICATION /HOLD HARMLESS Rotary shall defend, indemnify and hold the CITY, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of Rotary and its employees, agents, and subcontractors in 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 Rotary, the CITY, and the officers, officials, employees, and volunteers of either, Rotary's liability hereunder shall be only to the extent of Rotary's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes Rotary'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. However, the Rotary expressly reserves its rights as a third person set forth in RCW 51.24.035. XI INSURANCE Rotary 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 services hereunder by the Rotary, its agents, representatives, employees or subcontractors. Minimum Amounts of Insurance Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. XII APPLICABLE LAW This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington, and in the event of dispute the venue of any litigation brought hereunder shall be Clailam County. XIII ENTIRE AGREEMENT This Agreement and its Exhibit represent the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral negotiations and agreements. XIV AMENDMENTS This Agreement may not be changed, modified, amended or waived except by an amendment signed by both Parties. To be valid and binding, any such amendment must be approved by the City Manager and by a duly authorized officer of Rotary. NOR WESTER ROTARY Professional Services Agreement.doc Page 3 of 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF PORT ANGELES APPROVED BY: ATTEST: ITY MANAGER WILLIAM E. BLOOR, CITY ATTORNEY JAASA HURD, ITY CLERK PROFESSIONAL SERVICES AGREEMENT- NOR WESTER ROTARY.07.07.11.DOCX Dated: 8/9/2011 NO 'WESTER ROTARY CLUB ‘fet/( TITLE: ?A.e/a-Zte.-6 NOR WESTER ROTARY Professional Services Agreement doc Page 4 of 4 -15 ARTIST AGREEMENT THIS AGREEMENT is made and entered into between the artist, Cory Ench ("Artist"), and the Rotary Nor'wester Club of Port Angeles ("Rotary" for the repair and restoration of murals known as the Ennis Creek mural and the Kalakala mural, both located in downtown Pmt Angeles. For the consideration as provided herein, in, the parties agree as follows: I. Artist's Work. Artist shall do the following 1.1 For the Ennis Creek mural, Artist shall repair seams and the bottom of the mural, repaint all portions that, in his judgment, require repainting and clear coating. 12 For the Kalakala mural, Artist shall perform deep cleaning, crack sealing, flashing caulking, repaint most of the mural to restore the image to an "as new" look, and clear coat the mural. Artist shall perform all work in compliance with all federal, state and local laws and regulations. 2. Tiwe of Completion. Artist shall complete all work on both annals by Septanber 30, 2011. Any event beyond the control of Artist which prevents Artist's timely completion shall extend the date of completion, subject to the agreement by Rotary, which shall not be uaarcaaonably withheld. 3. Payment. In aLchange for Artist's work, Rotary shall pay Mist a total amount of $12,000 for his labor and $400 for his supplies, plus applicable state and local sales taxes as hollows: 3.1 $1,500 was paid to Artist on June 7, 2011, which he acl000wledges receiving. 3.2 $3,500 plus $200 for materials shall be paid to Artist upon execution of this fit. 3.3 $3,500 plus the balance of $200 for materials shall be paid to Artist upon 50% completion of the Kalalotla mural, as reasonably debonmaad by Rotary. 3.4 The balanoe of $3,500 plus applicable taxes shall be paid upon satistlictcey completion. 1 EXHIBIT A_ 4. Artist Sappiee and Equipment Artist shall supply all paint used in the production of the mural as well as all equipment (accept as described herein) necessary for completion of the project, including but not limited to brushes, paint pans and cleaning equipment. Rotary shall provide a lift or scaffolding for use by Artist as needed an the Kalalaala mural. 5. Waiver and Held Harmisas. Artist waives any and all mime that may arise regarding the safety of the areas where the murals will be repaired, the walls fives, or any equipment supplied by or borrowed from Rotary or any member of Rotary. Artist shall hold Rotary and its members harmless for Way that may arise during his work an the murals. Artist shall indemnify and defend Rotary and its members from any salt or action that may arise fora Artist's work on the murals. This WW1 include damage to persons or psuperty as well as actions for infringement of 6. Copyright Abet ,ball retain all rights to which he is entitled in the murals. Artist inns vocably grants to Rotary a lioenee to reproduce the image of Artist's murals in any medium now existing or that may exist in the 6rtw+a This includes but is not limited to postazs, Prints, twhirts, clothing, and digital media. Rotary shall also have the right to sell said reproductions. Rotary may use said images in the Function or advertisement of itsalZ the items sold by it, or the North Olympia Peninsula generally. This grant of license is exclusive to Rotary, and may not be transferred by Rotary without the prior written consent of Ardst or Artist's duly authorized reprementative 7. Maintenance. Artist shall not be responsible for the ongoing maintenance of the murah. Rotary may take all reasonable efforts to maintain the murals once Artist's repairs are completed. 8. Independent Contractor. At all tires under this Agreement, Artist is an independent contractor of Rotary. Artist shall not be oonoldered an employee of Rotary or having formed a par tee h ip with Rotary. 9. Binding Effect This Agreement shall be binding ooh the patties as well as their auooessors and assigns. IN WITNESS WHEREOF the parties have executed this Agreement this 1 day of Jmhe 2011. ARTIST: NOR'WESTBR ROTARY CLUB OF CERTIFICATE OF LIABILITY INSURANCE. THIS CERTIFICATE 18 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RII3HT8 UPON THE CERTIFICATE HOLDER. INS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY ANIFN.", CYTrkft/ t m 4 RUM. r r "Fr RV THE POLICIES BELOW. THIS CERTIFICATE Of INSURANCE DOES NOT Ci:Jivi.::::VI I .3 .--7 i. -iiT... iZ.:i.f....:.7.-. illaii=;.N AUTHORILED REPRESENTA'TWE OR PRODUCER, AND THE CERTIFICATE ::•1(.4.1?7_Fr. &PORTANT: If the certificate holder Is an ADDITIONAL IHSURED,, the ponce) 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 thla certificate does not confer rights to the vet holder In lieu of such rdocesmrd(s): PRODIXOR LOCICTON COMPANIES,LLC-IC CHICAGO t Lockton Companies. LLC 525 W. Monroe, Suite 600 1-800-921-3172 K 1-3 12-68 1-6769 CHICAGO IL 60661 1. RotarvAlockton.com (312) 669-45900 INSURIVESI AFFORDING COMMIS I HAD I I NU RE RA CE American Insurance Company 22667 I INsuREll a :AC.14 Property CermaIty Insurance Co 20699 MUDD C 1 SISIDERII 1 MUM a COVERAGES CERTIFICATE NUMBER: REVISION NIXED:: THS IS TO CERTIFY THAT THE POUCIES OF INSURANCE USTED BELOW Hive ekkri isouk 14.) II-1E ii4iSiiKED i4+P.Mia.; nzuvz: s ht evut.: etttivu INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY c.nt: FRAC OR CS; h...., Liiii...uitAL N. w", i v hii;, ink., CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, P. Pili 1 iPACIA...; Awn t YIA1111111`.4. (u. Ai 1pf i WU Wil-A i_IMrt,8 g.(141-14M4 &4h HAW /*EN REDUCED BY PAU) CLAIMS. IR TYPE CP INDIRANDI MR I 1 w Pfri. vaniv IM ICY DYILI POLICY NUMBER IMAM* Alt Active US Rotary Clubs Districts Attn: Risk Mtmagesnent Department 1560 Sherman Ave. Evanston, IL 60201-3698 LOUT/ N PHI G23861355 003 7/1/2011 7/1/2012 Z Li 2.000.000 •IT.TreLT PREMISES Der met_ 500,000 A CLAuse4/ El Liquor Liability Included frt. AOOREOATE WIT es Pat LOC AUTOMOBILE LIABILITY ANY AUTO ALL OV/NITO AUTOS HIRED AUTOS X t'-ittiV LA LAM CCUR 1 _r± O 416 11444 1 A I DEO LJ RETENnON COMPENSATOR NOT APPLICABLE AND DIPLOMAT MOM Y N ANY PROPRIETORIPARTNEWMCUTIVE OFFICER/MEMBER ammo? us A ridtr uth* under MB la nanagrInaalMiDe IMEICREMON OP OPERATIONS 1 LOCATIONS IVOIACUIS (ADM AMC 101. Adegored Remarks Orgethee. If rams aPogs ti 1 The Certificate Holder is included as Additional Insured where required by NNrittzn contract or p---;*:, to the terms and conditions of the General Liability policy, but only to the extent bodily injury or property damage is caused in whole or in part by the acts or omissions of the insured. CERTIFICATE HOLDER CANCELLATION City of Port Angeles P.O. Box 1150 Port Angeles, WA 98362 SCHLIRS.ED Agt AUTOS MCORD 25 (2010153) The ACORD name smd logo an: neletered mat. of ACORD N P241 G23863.355 003 7/1/2011 17/1/2012 e ;11 I BODILY IMIUFtY pencil) 1LY 134JUIMpat sacideng wean Is N M00534092 003 7/1/201117/1/2017 1:1:r41 °CCM:VICE 18 AGGREGATE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EJCPIRATION DATE THEREOF, NOTICE .WILL BE DIUVERED IN ACCORDANCE WITH THE POUCY PROVISIONS. AOUDAD/0 RIMMEAmMars PERSONAL SADV INJURY omen& AGGREGATE 1 pkonuors.comme Is Is DATE (IMAMONYYT) 1 2,000,000 1.000.000 30CXXXXX I MOC XXXXXXX 5 000 000 1 11111 1,1 *AA •A.. ur N a EL BACH how ea 1 "X X EL DISEASE EA EMPLOYE147 E.L. INCASE POUCY LINT rigida reserved"