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HomeMy WebLinkAboutPurchase Agreement Signs, EtcPURCHASE AGREEMENT FOR FABRICATION AND INSTALLATION OF VINYL TRAFFIC BOX WRAPS This PURCHASE AGREEMENT FOR FABRICATION AND INSTALLATION OF VINYL TRAFFIC BOX WRAPS ("Agreement") is made this Z10rday of August, 2018 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Signs Etc., a general business corporation registered with the State of Idaho ("Vendor"). (City and Vendor may hereinafter be collectively referred to as "Parties.") WHEREAS, the City desires that public art will be a component of the Meridian community and to that end, the Meridian Arts Commission issued an Invitation for Quotation, seeking bids for traffic box vinyl wrap fabrication and installation; WHEREAS, Vendor submitted the quote attached hereto as Exhibit A ("Vendor's Quote"), and was the lowest responsive and responsible bidder; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein contained, the Parties agree as follows; I. SCOPE OF SERVICES. Vendor shall design and fabricate and install at least five (5) vinyl traffic box wraps, in accordance with all provisions of Vendor's Quote, including, without limitation, the general specifications set forth on page 12 of Vendor's Quote. The quantity specified is based upon current known requirements and is subject to increase if mutually agreeable to both Parties. Any such increase will be governed by the terms and conditions of this Agreement and the Invitation for Quotation. Vendor's Quote shall be valid for up to three (3) years. Any expansion of the quantity specified or extension of the term of this Agreement shall be authorized by written addendum to this Agreement. II. COMPENSATION. A. Amount. Payment to Vendor under this Agreement shall be five hundred twenty-four dollars ($524.00) per vinyl traffic box wrap installed. This amount shall constitute full compensation for any and all services, materials,, and costs to be furnished by Vendor. B. Method of payment. Vendor shall provide City with an invoice for services and/or materials provided, pursuant to the pricing and delivery schedule set forth on page 9 of Vendor's Quote, which City shall pay within. thirty (30) days of receipt, City shall not withhold any federal or state income taxes or Social Security tax from any payment made by City to Vendor under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums shall be the sole responsibility of Vendor. PURCHASE AGRrEMENT FOR FABRICATION AND INSTALLATION OF VINYLTRAFFIC BOX WRAPS PAGE 7 of 7 PURCHASE AGREEMENT FOR FABRICATION AND INSTALLATION OF VINYL TRAFFIC BOX WRAPS PAGE 2 of 7 III. TIME OF PERFORMANCE . A. Term of Agreement. The term of this Agreement shall begin on the Effective Date and except as otherwise specified herein or earlier terminated by either Party by the method established herein, shall expire on September 30, 2019. B. Proof prior to fabrication. Prior to fabrication, in order to ensure compliance with the general specifications and to obtain approval of formatting, Vendor shall provide a proof of artwork formatting to City’s Commissions & Committees Specialist. If the Commissions & Committees Specialist finds that the depicted artwork or any portion or component thereof do not conform to the specifications as described and depicted in Vendor’s Quote or to reasonable aesthetic considerations described by the Commissions & Committees Specialist, the Commissions & Committees Specialist shall, within two (2) working days of receipt of the proof from Vendor, provide Vendor written notice of the specific non-conformity and request that Vendor address the specified non-conformity or aesthetic consideration. Vendor shall have two (2) working days to correct the non-conformity and provide a corrected proof to the Commissions & Committees Specialist. If, upon review of the corrected proof, the Commissions & Committees Specialist concludes that the proof remains nonconforming, termination procedures may commence. City’s failure to disapprove the proof shall constitute presumptive approval of the Artwork as inspected. C. Contact ACHD prior to installation. At least fourteen (14) days prior to installation of each wrap, Vendor shall contact appropriate personnel at the Ada County Highway District ACHD”) to notify ACHD of the scheduled date(s) of installation and location(s) at which wrap(s) will be installed, and request that ACHD clean each signal box prior to installation. Vendor shall follow all instructions provided by ACHD regarding installation. IV. MAINTENANCE AND REPAIR . A. Warranty. Vendor shall warranty the vinyl wrap for one (1) year as specified in Vendor’s Quote. During such year, Vendor shall be fully responsible for all defects in materials and during such year shall replace any defective wraps in a timely fashion at no cost to City, except that during such year Vendor shall not be required to replace under this warranty a wrap that is damaged by ACHD, by vandalism, or by an act of God. This provision shall survive the termination or expiration of this Agreement. B. Determination of need for replacement. In the first year following installation, City shall make any and all determinations regarding whether the wrap requires replacement due to defect. Vendor may be asked to provide input regarding such matter, but the decision regarding the need for replacement shall be made by City. This provision shall survive the termination or expiration of this Agreement. V. GENERAL PROVISIONS . A. Ownership. Following installation, the vinyl wraps shall be owned by City. Meridian City Council Meeting Agenda August 21, 2018 – Page 196 of 902 PURCHASE AGREEMENT FOR FABRICATION AND INSTALLATION OF VINYL TRAFFIC BOX WRAPS PAGE 3 of 7 B. Subcontracting or assignment of obligations. Vendor shall not subcontract or assign any of Vendor’s obligations under this Agreement. C. Time of the essence. The Parties acknowledge and agree that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform. D. Indemnification . Throughout the term of this Agreement, and for one (1) year following installation, Vendor shall indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Vendor or Vendor’s servants, agents, employees, guests, and/or business invitees, attributable to Vendor’s actions under this Agreement. This provision shall survive the termination or expiration of this Agreement. E. Waiver. Vendor waives any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Vendor’s performance of this Agreement, whether such loss or damage may be attributable to known or unknown conditions, except for liability arising out of concurrent or sole negligence of City or its officers, agents or employees. F. Insurance to be obtained by Vendor. Vendor shall obtain and shall maintain, at Vendor’s own expense, from the Effective Date of this Agreement through City’s Final Acceptance of the Artwork, each and all of the following: 1. General liability insurance. General liability insurance with a limit of not less than one million dollars ($1,000,000.00) per each occurrence, combined single limit bodily injury and property damage, covering the actions and omissions of Vendor and her employees, agents, and/or workers in fabricating, transporting, and installing the Artwork and/or components or materials thereof, including coverage for owned, non-owned, and hired vehicles, as applicable. 2. Workers’ compensation insurance. Vendor shall obtain and shall maintain, at Vendor’s own expense, from the Effective Date of this Agreement through City’s Final Acceptance of the Artwork, and throughout the course of this Agreement, workers’ compensation insurance, in an amount required by Oregon or Idaho law, whichever is higher, to cover any and all persons employed by Vendor. G. Proof of insurance. Vendor shall provide to City, within seven (7) days of the Effective Date of this Agreement, written proof that Vendor has obtained all insurance required hereunder. If any change is made to any insurance policy or coverage required under and/or obtained pursuant to this Agreement, Vendor or Vendor’s insurance agent shall notify City immediately. On all insurance policies required under this agreement, such policies shall provide that they may not be cancelled or reduced in coverage except upon thirty (30) days advance written notice to all Parties. Any cancellation of insurance without appropriate replacement in the amounts and terms set forth herein may constitute grounds for termination of the contract. Meridian City Council Meeting Agenda August 21, 2018 – Page 197 of 902 PURCHASE AGREEMENT FOR FABRICATION AND INSTALLATION OF VINYL TRAFFIC BOX WRAPS PAGE 5 of 7 3. Vendor has the authority to hire subordinates. 4. Vendor owns and/or will provide all major items of equipment necessary to perform services under this Agreement. B. Compliance with law. Throughout the course of this Agreement, Vendor shall comply with any and all applicable federal, state, and local laws. C. Non-Discrimination . Throughout the course of this Agreement, Vendor shall not discriminate against any person as to race, creed, religion, sex, age, national origin, or any physical, mental, or sensory handicap. D. Entire Agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or agents of either party, whether oral or written, whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both parties hereto. E. Costs and attorneys’ fees . If either party brings any action or proceedings to enforce, protect or establish any right or remedy under the terms and conditions of this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorneys’ fees, as determined by a court of competent jurisdiction, in addition to any other relief awarded. F. Agreement governed by Idaho law . The laws of the State of Idaho shall govern the validity, interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. G. Cumulative Rights and Remedies . All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. H. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. I. Successors and Assigns. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. J. Notice. Any and all notice required to be provided by either of the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail or sending via e-mail, addressed as follows: Meridian City Council Meeting Agenda August 21, 2018 – Page 198 of 902 PURCHASE AGREEMENT FOR FABRICATION AND INSTALLATION OF VINYL TRAFFIC BOX WRAPS PAGE 4 of 7 VI. TERMINATION . A. Termination. If City determines that Vendor has failed to comply with any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement; the other Party shall have the right to terminate the Agreement by giving written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have seven (7) days after receipt of such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated upon mailing of written notice of such termination by the terminating party. 1. Default by City. In the event of termination for non-performance or default by City, City shall compensate Vendor for work actually completed by Vendor prior to the date of written notice of termination and any additional services and materials actually performed or supplied prior to the date of written notice of termination, less payments of compensation previously made, not to exceed the total amount of compensation allowed hereunder. 2. Default by Vendor. In the event of termination for non-performance or default by Vendor, except that caused by the death or incapacity of Vendor, all finished and unfinished drawings, photographs, plans, timelines, and/or any and all other work products prepared and submitted or prepared for submission under this Agreement shall, at City’s option, become City’s property. Notwithstanding this provision, Vendor shall not be relieved of any liability for damages sustained by City attributable to Vendor’s default or breach of this Agreement. City may reasonably withhold payments due until such time as the exact amount of damages due to City from Vendor is determined. Vendor shall not be relieved of liability to City for damages sustained by City by virtue of any breach or default of this Agreement by Vendor. This provision shall survive the termination of this Agreement and shall not relieve Vendor of liability to City for damages. B. Non-waiver of breach. A waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VII. GENERAL PROVISIONS . A. Relationship of Parties. It is the express intention of Parties that Vendor is an independent contractor and neither Vendor nor any officer, employee, subcontractor, assignee, or agent of Vendor shall be deemed an employee, agent, joint venturer, or partner of City in any manner or for any purpose. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Vendor and City or between Vendor and any official, agent, or employee of City. Both parties acknowledge that Vendor is not an employee of City. Vendor shall retain the right to perform services for others during the term of this Agreement. Specifically, without limitation, Vendor understands, acknowledges, and agrees: 1. Vendor is free from actual and potential control by City in the provision of services under this Agreement. 2. Vendor is engaged in an independently established trade, occupation, profession, or business. Meridian City Council Meeting Agenda August 21, 2018 – Page 199 of 902 Vendor: Signs Etc. Carter Little, President 910 E. Franklin Road, Suite 102 Meridian ID 83642 208-887-8696 carter@signseteidaho.com City Hillary Blackstone Commissions & Coninvttees Specialist 33 E. Broadway Ave. Meridian ID 83642 (208) 489-1399 hblackstone@meridiancit.y.org Either party may change its address for the purpose of this provision by giving written notice of such change in the manner herein provided. K. Exhibits. All exhibits to this Agreement, including the terms and conditions of Invitation for Quotation, are incorporated by reference and made a part of hereof as if the exhibits were set forth in their entirety herein. In the event of conflicting provisions, the provisions of this Agreement shall prevail. L. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Effective Date first written above. VENDOR: Carter Little, President Signs Etc. CITY OF MERIDIAN BY: Tammy Mayor = Coles, bfty Clerk City of IDAHO SEAL PURCHASE AGREEMENT FOR FABRICATION AND INSTALLATION OF VINYL TRAFFIC BOX WRAPS PAGE 6 of 7 PURCHASE AGREEMENT FOR FABRICATION AND INSTALLATION OF VINYL TRAFFIC BOX WRAPS PAGE 7 of 7 EXHIBIT A VENDOR QUOTE Meridian City Council Meeting Agenda August 21, 2018 – Page 201 of 902 Meridian City Council Meeting Agenda August 21, 2018 – Page 202 of 902 Meridian City Council Meeting Agenda August 21, 2018 – Page 203 of 902 Meridian City Council Meeting Agenda August 21, 2018 – Page 204 of 902 Meridian City Council Meeting Agenda August 21, 2018 – Page 205 of 902 Meridian City Council Meeting Agenda August 21, 2018 – Page 206 of 902 Meridian City Council Meeting Agenda August 21, 2018 – Page 207 of 902 Meridian City Council Meeting Agenda August 21, 2018 – Page 208 of 902 Meridian City Council Meeting Agenda August 21, 2018 – Page 209 of 902 Meridian City Council Meeting Agenda August 21, 2018 – Page 210 of 902 Meridian City Council Meeting Agenda August 21, 2018 – Page 211 of 902 Meridian City Council Meeting Agenda August 21, 2018 – Page 212 of 902 Meridian City Council Meeting Agenda August 21, 2018 – Page 213 of 902