HomeMy WebLinkAbout02/15/2022 06.L. Resolution authorizing award of BID 12135 and execution of an agreement with LP Body Shop Inc., to purchase services for Painting of New Police Vehicle Doors 1
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 6.L.
For Meeting of: February 15, 2022
ITEM TITLE: Resolution authorizing award of BI D 12135 and execution of an
agreement with LP Body Shop Inc., to purchase services for
Painting of New Police Vehicle Doors
SUBMITTED BY: Maria Mayhue, Purchasing Manager
Christina Payer, Buyer II
SUMMARY EXPLANATION:
On December 20, 2021 , the city of Yakima solicited Bid 12135 titled Painting of New Police
Vehicle Doors. Bids were solicited to provide services to paint the doors on 57 newly purchased
police vehicles for the Yakima Police Department.
Recommendation of award was made to LP Body Shop, Inc., and approved by Lt. Ira Cavin and
Chief of Police Matthew Murray, followed by approval from the City Manager, Bob Harrison.
Work will include appropriate preparation of surfaces to be painted (exterior shell only, inner
jambs are not included), and shall include removal and installation of body trim and parts not
painted. The work must be guaranteed for 5 years or 60,000 miles from defects in materials or
workmanship.
This contract is for one year, with the possibility of four additional automatic annual renewals. The
estimated award amount is $98,225.50.
ITEM BUDGETED: Yes
STRATEGIC PRIORITY: Public Safety
APPROVED FOR SUBMITTAL BY THE CITY MANAGER
RECOMMENDATION:
Approve Resolution
ATTACHMENTS:
Description Upload Date Type
ID Resolution Authorizing Award of Bid and Contract 1/14/2022
2
D 12135 Agreement 1/28/2022 Contract
0 12135 Bid Tabulation 1/28/2022 Backup Material
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RESOLUTION NO. R-2022-
A RESOLUTION authorizing award of BID 12135 and execution of an agreement with LP
Body Shop Inc., to purchase services for Painting of New Police Vehicle
Doors.
WHEREAS, the City posted and published notice on December 20 and 21, 2021 in the
Yakima Herald Republic and on the city's webpage that BID No. 12135 was available for
competitive bid; and
WHEREAS, Bids were due January 3, 2022 at 11:00 a.m.; bids that were timely
received were publicly opened in City Council Chambers in Yakima, Washington; and
WHEREAS, the following Bids were received, as evidenced by the attached Bid
Tabulation Form; and
WHEREAS, all responsive Bids were sent to the Yakima Police Department for
Recommendation of Award; and
WHEREAS, LP Bod Shop Inc., was the only responsive Bid received, by a responsible
bidder; the Yakima Police Department recommends Contract Award be issued to LP Body
Shop, Inc., and that the City Manager execute the Contract; and
WHEREAS, the Scope of Work and available budget meet the needs and requirements
of the City of Yakima for this procurement, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The Bid 12135 is hereby awarded and the City Manager is hereby authorized to execute
a Contract with LP Body Shop, Inc., attached hereto and incorporated herein by this reference,
in the total amount of$98,225.50 for the procurement of Services to Paint New Police Vehicle
Doors.
ADOPTED BY THE CITY COUNCIL this 15th day of February, 2022.
Janice Deccio, Mayor
ATTEST:
Sonya Clear Tee, City Clerk
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AGREEMENT
CITY OF YAKIMA
Bid 12135
Painting of New Police Vehicle Doors for Yakima Police Department
THIS AGREEMENT, entered into on the date of last execution, between the City of Yakima, a Washington municipal
corporation ("City"), and L.P. Body Shop Inc., ("Contractor").
WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby covenant and agree as
follows:
1. Statement of Work
The Contractor shall perform all work and service(s) and furnish all tools, materials, labor and equipment(collectively
referred to as "Services") according to the procedure outlined in Bid #12135 Painting of New Police Vehicle Doors
Specifications which are attached as Exhibit A, and the most recent edition of the ANSI/TIA/EIA and NEC Standards,
all of which are incorporated herein by this reference, and shall perform any alterations in or additions to the work
provided under this Contract and every part thereof.
The Contractor shall provide and bear the expense of all equipment;work and labor of any sort whatsoever that may
be required for the transfer of materials and completing the work provided for in this Contract and every part thereof,
except such as are mentioned in the specifications to be furnished by the City of Yakima.
2. Compensation
The City agrees to pay the Contractor according to Exhibit B, attached hereto and incorporated herein, which Exhibit
includes the specifications and payment schedule of itemized prices as listed in the Contractor's Bid submittal at the
time and in the manner and upon the conditions provided for the Contract.
3. Contract Term
The period of this Contract shall be for a period of one year from its effective date. The City may, at its option, extend
the Contract on a year to year basis for up to four (4) additional years. Contract extensions shall be automatic, and
shall go into effect without written confirmation, unless the City provides advance notice of the intention to not renew,
or unless the Services have been completed to the City's satisfaction prior to any automatic renewal.
4. Agency Relationship between City and Contractor
Contractor shall, at all times, be an independent Contractor and not an agent or representative of City with regard to
performance of the Services.Contractor shall not represent that it is, or hold itself out as,an agent or representative of
City. In no event shall Contractor be authorized to enter into any agreement or undertaking for, or on, behalf of City.
5. Successors and Assigns
Neither the City, nor the Contractor, shall assign, transfer, or encumber any rights, duties, or interests accruing from
this Contract without the prior written consent of the other.
The Contractor for himself, and for his heirs, executors, administrators, successors, and assigns, does hereby agree
to the full performance of all the covenants herein contained upon the part of the Contractor.
6. Property Rights
All records or papers of any sort relating to the City and to the project will at all times be the property of the City and
shall be surrendered to the City upon demand. All information concerning the City and said project which is not
otherwise a matter of public record or required by law to be made public, is confidential, and the Contractor will not, in
whole or part, now or at any time disclose that information without the express written consent of the City.
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7. Inspection and Production of Records
The records relating to the Services shall,at all times, be subject to inspection by and with the approval of the City, but
the making of(or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility
for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or
non-complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient,
safe, and proper facilities, and/or send copies of the requested documents to the City. Contractor's records relating to
the Services will be provided to the City upon the City's request.
Contractor shall promptly furnish the City with such information and records which are related to the Services of this
Contract as may be requested by the City. Until the expiration of six(6)years after final payment of the compensation
payable under this Contract, or for a longer period if required by law or by the Washington Secretary of State's record
retention schedule, Contractor shall retain and provide the City access to(and the City shall have the right to examine,
audit and copy)all of Contractor's books, documents, papers and records which are related to the Services performed
by Contractor under this Contract.
All records relating to Contractor's services under this Contract must be made available to the City, and the records
relating to the Services are City of Yakima/Yakima County records.They must be produced to third parties, if required
pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating to
Contractor's services under this Contract must be retained by Contractor for the minimum period of time required
pursuant to the Washington Secretary of State's records retention schedule.
The terms of this section shall survive any expiration or termination of this Contract.
8. Work Made for Hire
All work the Contractor performs under this Contract shall be considered work made for hire, and shall be the property
of the City.The City shall own any and all data,documents, plans,copyrights, specifications,working papers, and any
other materials the Contractor produces in connection with this Contract. On completion or termination of the Contract,
the Contractor shall deliver these materials to the City.
9. Guarantee
Contractor warrants the Services will be free from defects in material and workmanship for a period of one year
following the date of completion and acceptance of the Services.
10. Compliance with Law
Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all
applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body,
whether federal, state, local, or otherwise, including policies adopted by the City, as those laws, ordinances, rules,
regulations, and policies now exist or may hereafter be amended or enacted. Contractor shall procure and have all
applicable and necessary permits,licenses and approvals of any federal,state, and local government or governmental
authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful
execution of the work.
a. Procurement of a City Business License. Contractor must procure a City of Yakima Business License
and pay all charges, fees, and taxes associated with said license.
b. Contractor must provide proof of a valid Washington State Contractor Registration number.
c. Contractor must provide proof of a valid Washington department of Revenue state excise tax registration
number, as required in Title 85 RCW.
d. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number.
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Contractor must have a current UBI number and not be disqualified from bidding on any public works
contract under RCW 39.06.010 or 39.12.065(3).
e. Contractor must provide proof of a valid Washington Employment Security Department number as
required by Title 50 RCW.
f, Foreign(Non-Washington)Corporations: Although the City does not require foreign corporate proposers
to qualify in the City, County or State prior to submitting a proposal, it is specifically understood and
agreed that any such corporation will promptly take all necessary measures to become authorized to
conduct business in the City of Yakima at their own expense,without regard to whether such corporation
is actually awarded the contract,and in the event that the award is made,prior to conducting any business
in the City.
11. Nondiscrimination
During the performance of this Contract,the Contractor agrees as follows:
The Contractor shall not discriminate against any person on the grounds of race, creed, color, religion, national origin,
sex, age, marital status, sexual orientation,gender identity, pregnancy, veteran's status, political affiliation or belief,or
the presence of any sensory, mental or physical handicap in violation of the Washington State Law Against
Discrimination (RCW chapter 49.60) or the Americans with Disabilities Act(42 USC 12101 et seq.).
This provision shall include but not be limited to the following:employment, upgrading,demotion,transfer,recruitment,
advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision
of Services under this Agreement.
In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with any such
rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the
Contractor may be declared ineligible for any future City contracts.
12. Pay Transparency Nondiscrimination Provision:
The Contractor will not discharge or in any other manner discriminate against employees or applicants because they
have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However,
employees who have access to the compensation information of other employees or applicants as a part of their
essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise
have access to compensation information, unless the disclosure is(a)in response to a formal complaint or charge, (b)
in furtherance of an investigation,proceeding,hearing,or action, including an investigation conducted by the employer,
or(c)consistent with the contractor's legal duty to furnish information.
13. Indemnification and Hold Harmless
a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or
property. The Contractor agrees to release, indemnify, defend, and hold harmless the City, its elected
and appointed officials,officers, employees, agents, representatives, insurers, attorneys, and volunteers
from all liabilities, losses, damages, and expenses related to all claims, suits, arbitration actions,
investigations, and regulatory or other governmental proceedings arising from or in connection with this
Agreement or the acts,failures to act,errors or omissions of the Contractor,or any Contractor's agent or
subcontractor, in performance of this Agreement,except for claims caused by the City's sole negligence.
The City's right to indemnification includes attorney's fees costs associated with establishing the right to
indemnification hereunder in favor of the City.
b. If any suit, judgment, action, claim or demand arises out of, or occurs in conjunction with, the negligent
acts and/or omissions of both the Contractor and the City, or their elected or appointed officials, officers,
employees, agents, attorneys or volunteers, pursuant to this Contract, each party shall be liable for its
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proportionate share of negligence for any resulting suit, judgment, action, claim, demand, damages or
costs and expenses, including reasonable attorneys'fees.
c. Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives
any immunity that may be granted to it under the Washington State industrial insurance act, Title 51
RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in
any way by any limitation on the amount of damages,compensation or benefits payable to or by any third
party under workers' compensation acts, disability benefit acts or any other benefits acts or programs.
Contractor shall require that its subcontractors, and anyone directly or indirectly employed or hired by
Contractor, and anyone for whose acts Contractor may be liable in connection with its performance of
this Agreement, comply with the terms of this paragraph, waive any immunity granted under Title 51
RCW, and assume all potential liability for actions brought by their respective employees. The Parties
acknowledge that they have mutually negotiated this waiver.
d. 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 Contractor and the City, the Contractor's liability,
including the duty and cost to defend,shall be only to the extent of the Contractor's negligence.
e. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of
indemnification in any third party.
f. The terms of this Section shall survive any expiration or termination of this Contract.
14. Contractor's Liability Insurance
At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect
insurance to protect the City and Contractor from and against any and all claims, damages, losses, and expenses
arising out of or resulting from the performance of this Contract.Contractor shall provide and maintain in force insurance
in limits no less than that stated below,as applicable. The City reserves the right to require higher limits should it deem
it necessary in the best interest of the public.
Contractor will provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and
outlined herein.A copy of the additional insured endorsement attached to the policy will be included with the certificate.
This Certificate of insurance shall be provided to the City, prior to commencement of work.
Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify
a deficiency from the insurance documentation provided shall not be construed as a waiver of Contractor's obligation
to maintain such insurance.
The following insurance is required:
a. Commercial Liability Insurance
Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of
insurance as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars
($2,000,000.00)per occurrence,combined single limit bodily injury and property damage,and Two Million
Dollars ($2,000,000.00)general aggregate. If Contractor carries higher coverage limits, such limits shall
be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed
officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such
higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy
number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the
duration of this Contract. The policy shall name the City of Yakima, its elected and appointed officials,
employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the
insurer will not cancel or change the insurance without first giving the City prior written notice. The
insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and
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admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's
review or acceptance of insurance maintained by Contractor is not intended to and shall not in any
manner limit or qualify the liabilities or obligations assumed by Contractor under this contract.
b. Automobile Liability Insurance
Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of
insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars
($2,000,000.00)per occurrence. If Contractor carries higher coverage limits, such limits shall be shown
on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials,
employees,agents,attorneys and volunteers shall be named as additional insureds for such higher limits.
The certificate shall clearly state who the provider is,the coverage amount,the policy number, and when
the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this
Contract. The policy shall name the City of Yakima, its elected and appointed officials, employees,
agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will
not cancel or change the insurance without first giving the City prior written notice. The insurance shall
be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the
State of Washington. The requirements contained herein, as well as City of Yakima's review or
acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or
qualify the liabilities or obligations assumed by Contractor under this contract. The business auto liability
shall include Hired and Non-Owned coverage if necessary.
c. Employer's Liability(Stop Gap)
Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation,
occupational disease,and occupational health and safety laws, statutes,and regulations to the full extent
applicable, and shall maintain Employer's Liability insurance with a limit of no less than
$1,000,000.00. The City shall not be held responsible in any way for claims filed by Contractor or its
employees for services performed under the terms of this Contract. Contractor agrees to assume full
liability for all claims arising from this Contract including claims resulting from negligent acts of all
subcontractor(s). Contractor is responsible to ensure subcontractor(s)have insurance as needed. Failure
of subcontractors(s) to comply with insurance requirements does not limit Contractor's liability or
responsibility.
Commercial General Liability: Combined Single Limit: $2,000,000 Per Occurrence
$2,000,000 Annual Aggregate
Automobile Liability $2,000,000 Per Occurrence
Garage Liability: $1,000,000 Minimum Limit
Garage Keepers Liability: $200,000 Minimum Limit
Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under
this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of
the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements,defense
costs, or other payments made by Contractor's insurance.
If at any time during the life of the Contract, or any extension, Contractor fails to maintain the required insurance in full
force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required
insurance may be sufficient cause for the City to terminate the Contract.
15. Severability
If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid,
such invalidity shall not affect other terms,conditions or applications which can be given effect without the invalid term,
condition or application. To this end, the terms and conditions of this Contract are declared severable.
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16. Contract Documents
This Contract, the Invitation to Bid 12135, Scope of Work, conditions, addenda, and modifications and Contractor's
proposal (to the extent consistent with City of Yakima documents) constitute the Contract Documents and are
complementary, Specific Federal and State laws and the terms of this Contract, in that order respectively, supersede
other inconsistent provisions.These Contract Documents are on file in the Office of the Purchasing Manager, 129 No.
2nd St.,Yakima, WA, 98901, and are hereby incorporated by reference into this Contract.
17. Termination
Termination for Cause: In the event the Contractor breaches this Contract,the City may terminate the Contract at its
sole discretion in such event that it provides the Contractor with written notice of Contractor's breach and the Contractor
fails to cure its breach within 30 days of this notice.
In the event of the City breaches this Contract,the Contractor may terminate the Contract at its sole discretion in such
event that it provides the City with written notice of City's breach and the City failes to cure its breach of the Contract
within 60 days of this notice.
The following represents a non-exclusive, illustrative list of instances that shall be considered a breach by the
Contractor:
a. Defaults on an obligation under the Contract;
b. Fails to perform any material obligation required under the Contract;
c. Files a petition in bankruptcy, becomes insolvent,or otherwise takes action to dissolve as a legal entity;
d. Allows any final judgment not to be satisfied or a lien not to be disputed after a legally-imposed, 30-day
notice;
e. Makes an assignment for the benefit of creditors;
f. Fails to follow the sales and use tax certification requirements of the State of Washington;
g. Incurs a delinquent Washington tax liability;
h. Becomes a State or Federally debarred Contractor;
i. Is excluded from federal procurement and non-procurement Contracts;
j. Fails to maintain and keep in force all required insurance, permits and licenses as provided in the
Contract;
k. Fails to maintain the confidentiality of the City information that is considered to be Confidential
Information, proprietary, or containing Personally Identifiable Information;
I. Contractor performance threatens the health or safety of a City, County or municipal employee; or
Termination for Convenience: The City may terminate the Contract, without cause, by providing 30 days written
notice of termination. In the event of termination for convenience, the Contractor shall be entitled to receive
compensation for any fees owed under the Contract.The Contractor shall also be compensated for partially completed
services. In this event, compensation for such partially completed services shall be no more than the percentage of
completion of the services requested, at the sole discretion of the City, multiplied by the corresponding payment for
completion of such services as set forth in the Contract.Alternatively, at the sole discretion of the City,the Contractor
may be compensated for the actual service hours provided.The City shall be entitled to a refund for goods or services
paid for but not received or implemented, such refund to be paid within 30 days of written notice to the Contractor
requesting the refund.
Change in Funding: In addition to the above termination provisions,if the funds upon which the City relied to establish
this Contract are withdrawn, reduced, or limited, or if additional or modified conditions are placed on such funding, the
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City may terminate this Contract by providing at least five business days written notice to the Contractor. The
termination shall be effective on the date specified in the notice of termination.
18. Force Majeure
Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics/pandemics, war,
riot, delay in transportation or railcar transport shortages, provided Contractor notifies the City immediately in writing of
such pending or actual delay. Normally, in the event or any such delays (acts or God, etc.)the date of delivery will be
extended for a period equal to the time lost due to the reason for delay.
19. Governing Law
This Contract shall be governed by and construed in accordance with the laws of the State of Washington.
20. Venue
The venue for any judicial action to enforce or interpret this Contract shall lie in a court of competent jurisdiction in
Yakima County, Washington.
21. Authority
The person executing this Contract,on behalf of Contractor,represents and warrants that he/she has been fully authorized
by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms, performances and
provisions of this Contract.
22. Notice
Any alterations, including changes to the nature of the service, made to the Contract shall be rendered in writing and
signed by both responsible parties; no changes without such signed documentation shall be valid. No alterations
outside of the general scope and intent of the original Request for Proposals or in excess of allowable and accepted
price changes shall be made.
In no event shall the Contractor be paid or be entitled to payment for services that are not authorized herein or any
properly executed amendment.
Notice of Business Changes: Contractor shall notify the City in writing within three(3)business days of any change in
ownership of the facilities of the Contractor or of the facilities of any subcontractor. The Contractor shall notify the City
in writing as soon as possible, and in no event later than three(3) business days, after any decision by the Contractor
to change or discontinue service that will affect services provided to the City under this Contract.
The City shall have the right to renegotiate the terms and conditions of this Contract to the extent required to
accommodate a change in governing law or policy that, in the sole discretion of the City, either substantially and
unreasonably enlarges the Contractor's duties hereunder, or renders performance, enforcement or compliance with
the totality of the Contract impossible,patently unreasonable,or unnecessary. Notices and demands under and related
to this Contract shall be in writing and sent to the parties at their addresses as follows:
TO CITY: City Manager, Bob Harrison TO CONTRACTOR: L.P. Body Shop Inc
City of Yakima Rich Poulson
129 North Second Street 410 E Arlington Street
Yakima, WA 98901 Yakima,WA 98901
COPY TO: City of Yakima Purchasing
Christina Payer, Buyer II
129 North Second Street
Yakima, WA 98901
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23. Survival
The foregoing sections of this Contract, 1-23 inclusive, shall survive the expiration or termination of this Contract in
accordance with their terms.
IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first above written.
CITY OF YAKIMA L.P.BODY SHO INC
r
By:
City Manager
Date: Date: 1- 26#, 2 L
.�� G4.14 Lron
Attest: (Print name)
City Clerk
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AGREEMENT
CITY OF YAKIMA
Bid 12135
Painting of New Police Vehicle Doors for Yakima Police Department
THIS AGREEMENT, entered into on the date of last execution, between the City of Yakima, a Washington municipal
corporation ("City"), and L.P. Body Shop Inc., ("Contractor").
WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby covenant and agree as
follows:
1. Statement of Work
The Contractor shall perform all work and service(s) and furnish all tools, materials, labor and equipment(collectively
referred to as "Services") according to the procedure outlined in Bid #12135 Painting of New Police Vehicle Doors
Specifications which are attached as Exhibit A, and the most recent edition of the ANSI/TIA/EIA and NEC Standards,
all of which are incorporated herein by this reference, and shall perform any alterations in or additions to the work
provided under this Contract and every part thereof.
The Contractor shall provide and bear the expense of all equipment;work and labor of any sort whatsoever that may
be required for the transfer of materials and completing the work provided for in this Contract and every part thereof,
except such as are mentioned in the specifications to be furnished by the City of Yakima.
2. Compensation
The City agrees to pay the Contractor according to Exhibit B, attached hereto and incorporated herein, which Exhibit
includes the specifications and payment schedule of itemized prices as listed in the Contractor's Bid submittal at the
time and in the manner and upon the conditions provided for the Contract.
3. Contract Term
The period of this Contract shall be for a period of one year from its effective date. The City may, at its option, extend
the Contract on a year to year basis for up to four (4) additional years. Contract extensions shall be automatic, and
shall go into effect without written confirmation, unless the City provides advance notice of the intention to not renew,
or unless the Services have been completed to the City's satisfaction prior to any automatic renewal.
4. Agency Relationship between City and Contractor
Contractor shall, at all times, be an independent Contractor and not an agent or representative of City with regard to
performance of the Services.Contractor shall not represent that it is, or hold itself out as,an agent or representative of
City. In no event shall Contractor be authorized to enter into any agreement or undertaking for, or on, behalf of City.
5. Successors and Assigns
Neither the City, nor the Contractor, shall assign, transfer, or encumber any rights, duties, or interests accruing from
this Contract without the prior written consent of the other.
The Contractor for himself, and for his heirs, executors, administrators, successors, and assigns, does hereby agree
to the full performance of all the covenants herein contained upon the part of the Contractor.
6. Property Rights
All records or papers of any sort relating to the City and to the project will at all times be the property of the City and
shall be surrendered to the City upon demand. All information concerning the City and said project which is not
otherwise a matter of public record or required by law to be made public, is confidential, and the Contractor will not, in
whole or part, now or at any time disclose that information without the express written consent of the City.
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7. Inspection and Production of Records
The records relating to the Services shall,at all times, be subject to inspection by and with the approval of the City, but
the making of(or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility
for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or
non-complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient,
safe, and proper facilities, and/or send copies of the requested documents to the City. Contractor's records relating to
the Services will be provided to the City upon the City's request.
Contractor shall promptly furnish the City with such information and records which are related to the Services of this
Contract as may be requested by the City. Until the expiration of six(6)years after final payment of the compensation
payable under this Contract, or for a longer period if required by law or by the Washington Secretary of State's record
retention schedule, Contractor shall retain and provide the City access to(and the City shall have the right to examine,
audit and copy)all of Contractor's books, documents, papers and records which are related to the Services performed
by Contractor under this Contract.
All records relating to Contractor's services under this Contract must be made available to the City, and the records
relating to the Services are City of Yakima/Yakima County records.They must be produced to third parties, if required
pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating to
Contractor's services under this Contract must be retained by Contractor for the minimum period of time required
pursuant to the Washington Secretary of State's records retention schedule.
The terms of this section shall survive any expiration or termination of this Contract.
8. Work Made for Hire
All work the Contractor performs under this Contract shall be considered work made for hire, and shall be the property
of the City.The City shall own any and all data,documents, plans,copyrights, specifications,working papers, and any
other materials the Contractor produces in connection with this Contract. On completion or termination of the Contract,
the Contractor shall deliver these materials to the City.
9. Guarantee
Contractor warrants the Services will be free from defects in material and workmanship for a period of one year
following the date of completion and acceptance of the Services.
10. Compliance with Law
Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all
applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body,
whether federal, state, local, or otherwise, including policies adopted by the City, as those laws, ordinances, rules,
regulations, and policies now exist or may hereafter be amended or enacted. Contractor shall procure and have all
applicable and necessary permits,licenses and approvals of any federal,state, and local government or governmental
authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful
execution of the work.
a. Procurement of a City Business License. Contractor must procure a City of Yakima Business License
and pay all charges, fees, and taxes associated with said license.
b. Contractor must provide proof of a valid Washington State Contractor Registration number.
c. Contractor must provide proof of a valid Washington department of Revenue state excise tax registration
number, as required in Title 85 RCW.
d. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number.
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Contractor must have a current UBI number and not be disqualified from bidding on any public works
contract under RCW 39.06.010 or 39.12.065(3).
e. Contractor must provide proof of a valid Washington Employment Security Department number as
required by Title 50 RCW.
f, Foreign(Non-Washington)Corporations: Although the City does not require foreign corporate proposers
to qualify in the City, County or State prior to submitting a proposal, it is specifically understood and
agreed that any such corporation will promptly take all necessary measures to become authorized to
conduct business in the City of Yakima at their own expense,without regard to whether such corporation
is actually awarded the contract,and in the event that the award is made,prior to conducting any business
in the City.
11. Nondiscrimination
During the performance of this Contract,the Contractor agrees as follows:
The Contractor shall not discriminate against any person on the grounds of race, creed, color, religion, national origin,
sex, age, marital status, sexual orientation,gender identity, pregnancy, veteran's status, political affiliation or belief,or
the presence of any sensory, mental or physical handicap in violation of the Washington State Law Against
Discrimination (RCW chapter 49.60) or the Americans with Disabilities Act(42 USC 12101 et seq.).
This provision shall include but not be limited to the following:employment, upgrading,demotion,transfer,recruitment,
advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision
of Services under this Agreement.
In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with any such
rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the
Contractor may be declared ineligible for any future City contracts.
12. Pay Transparency Nondiscrimination Provision:
The Contractor will not discharge or in any other manner discriminate against employees or applicants because they
have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However,
employees who have access to the compensation information of other employees or applicants as a part of their
essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise
have access to compensation information, unless the disclosure is(a)in response to a formal complaint or charge, (b)
in furtherance of an investigation,proceeding,hearing,or action, including an investigation conducted by the employer,
or(c)consistent with the contractor's legal duty to furnish information.
13. Indemnification and Hold Harmless
a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or
property. The Contractor agrees to release, indemnify, defend, and hold harmless the City, its elected
and appointed officials,officers, employees, agents, representatives, insurers, attorneys, and volunteers
from all liabilities, losses, damages, and expenses related to all claims, suits, arbitration actions,
investigations, and regulatory or other governmental proceedings arising from or in connection with this
Agreement or the acts,failures to act,errors or omissions of the Contractor,or any Contractor's agent or
subcontractor, in performance of this Agreement,except for claims caused by the City's sole negligence.
The City's right to indemnification includes attorney's fees costs associated with establishing the right to
indemnification hereunder in favor of the City.
b. If any suit, judgment, action, claim or demand arises out of, or occurs in conjunction with, the negligent
acts and/or omissions of both the Contractor and the City, or their elected or appointed officials, officers,
employees, agents, attorneys or volunteers, pursuant to this Contract, each party shall be liable for its
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proportionate share of negligence for any resulting suit, judgment, action, claim, demand, damages or
costs and expenses, including reasonable attorneys'fees.
c. Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives
any immunity that may be granted to it under the Washington State industrial insurance act, Title 51
RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in
any way by any limitation on the amount of damages,compensation or benefits payable to or by any third
party under workers' compensation acts, disability benefit acts or any other benefits acts or programs.
Contractor shall require that its subcontractors, and anyone directly or indirectly employed or hired by
Contractor, and anyone for whose acts Contractor may be liable in connection with its performance of
this Agreement, comply with the terms of this paragraph, waive any immunity granted under Title 51
RCW, and assume all potential liability for actions brought by their respective employees. The Parties
acknowledge that they have mutually negotiated this waiver.
d. 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 Contractor and the City, the Contractor's liability,
including the duty and cost to defend,shall be only to the extent of the Contractor's negligence.
e. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of
indemnification in any third party.
f. The terms of this Section shall survive any expiration or termination of this Contract.
14. Contractor's Liability Insurance
At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect
insurance to protect the City and Contractor from and against any and all claims, damages, losses, and expenses
arising out of or resulting from the performance of this Contract.Contractor shall provide and maintain in force insurance
in limits no less than that stated below,as applicable. The City reserves the right to require higher limits should it deem
it necessary in the best interest of the public.
Contractor will provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and
outlined herein.A copy of the additional insured endorsement attached to the policy will be included with the certificate.
This Certificate of insurance shall be provided to the City, prior to commencement of work.
Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify
a deficiency from the insurance documentation provided shall not be construed as a waiver of Contractor's obligation
to maintain such insurance.
The following insurance is required:
a. Commercial Liability Insurance
Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of
insurance as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars
($2,000,000.00)per occurrence,combined single limit bodily injury and property damage,and Two Million
Dollars ($2,000,000.00)general aggregate. If Contractor carries higher coverage limits, such limits shall
be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed
officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such
higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy
number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the
duration of this Contract. The policy shall name the City of Yakima, its elected and appointed officials,
employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the
insurer will not cancel or change the insurance without first giving the City prior written notice. The
insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and
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admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's
review or acceptance of insurance maintained by Contractor is not intended to and shall not in any
manner limit or qualify the liabilities or obligations assumed by Contractor under this contract.
b. Automobile Liability Insurance
Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of
insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars
($2,000,000.00)per occurrence. If Contractor carries higher coverage limits, such limits shall be shown
on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials,
employees,agents,attorneys and volunteers shall be named as additional insureds for such higher limits.
The certificate shall clearly state who the provider is,the coverage amount,the policy number, and when
the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this
Contract. The policy shall name the City of Yakima, its elected and appointed officials, employees,
agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will
not cancel or change the insurance without first giving the City prior written notice. The insurance shall
be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the
State of Washington. The requirements contained herein, as well as City of Yakima's review or
acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or
qualify the liabilities or obligations assumed by Contractor under this contract. The business auto liability
shall include Hired and Non-Owned coverage if necessary.
c. Employer's Liability(Stop Gap)
Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation,
occupational disease,and occupational health and safety laws, statutes,and regulations to the full extent
applicable, and shall maintain Employer's Liability insurance with a limit of no less than
$1,000,000.00. The City shall not be held responsible in any way for claims filed by Contractor or its
employees for services performed under the terms of this Contract. Contractor agrees to assume full
liability for all claims arising from this Contract including claims resulting from negligent acts of all
subcontractor(s). Contractor is responsible to ensure subcontractor(s)have insurance as needed. Failure
of subcontractors(s) to comply with insurance requirements does not limit Contractor's liability or
responsibility.
Commercial General Liability: Combined Single Limit: $2,000,000 Per Occurrence
$2,000,000 Annual Aggregate
Automobile Liability $2,000,000 Per Occurrence
Garage Liability: $1,000,000 Minimum Limit
Garage Keepers Liability: $200,000 Minimum Limit
Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under
this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of
the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements,defense
costs, or other payments made by Contractor's insurance.
If at any time during the life of the Contract, or any extension, Contractor fails to maintain the required insurance in full
force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required
insurance may be sufficient cause for the City to terminate the Contract.
15. Severability
If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid,
such invalidity shall not affect other terms,conditions or applications which can be given effect without the invalid term,
condition or application. To this end, the terms and conditions of this Contract are declared severable.
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16. Contract Documents
This Contract, the Invitation to Bid 12135, Scope of Work, conditions, addenda, and modifications and Contractor's
proposal (to the extent consistent with City of Yakima documents) constitute the Contract Documents and are
complementary, Specific Federal and State laws and the terms of this Contract, in that order respectively, supersede
other inconsistent provisions.These Contract Documents are on file in the Office of the Purchasing Manager, 129 No.
2nd St.,Yakima, WA, 98901, and are hereby incorporated by reference into this Contract.
17. Termination
Termination for Cause: In the event the Contractor breaches this Contract,the City may terminate the Contract at its
sole discretion in such event that it provides the Contractor with written notice of Contractor's breach and the Contractor
fails to cure its breach within 30 days of this notice.
In the event of the City breaches this Contract,the Contractor may terminate the Contract at its sole discretion in such
event that it provides the City with written notice of City's breach and the City failes to cure its breach of the Contract
within 60 days of this notice.
The following represents a non-exclusive, illustrative list of instances that shall be considered a breach by the
Contractor:
a. Defaults on an obligation under the Contract;
b. Fails to perform any material obligation required under the Contract;
c. Files a petition in bankruptcy, becomes insolvent,or otherwise takes action to dissolve as a legal entity;
d. Allows any final judgment not to be satisfied or a lien not to be disputed after a legally-imposed, 30-day
notice;
e. Makes an assignment for the benefit of creditors;
f. Fails to follow the sales and use tax certification requirements of the State of Washington;
g. Incurs a delinquent Washington tax liability;
h. Becomes a State or Federally debarred Contractor;
i. Is excluded from federal procurement and non-procurement Contracts;
j. Fails to maintain and keep in force all required insurance, permits and licenses as provided in the
Contract;
k. Fails to maintain the confidentiality of the City information that is considered to be Confidential
Information, proprietary, or containing Personally Identifiable Information;
I. Contractor performance threatens the health or safety of a City, County or municipal employee; or
Termination for Convenience: The City may terminate the Contract, without cause, by providing 30 days written
notice of termination. In the event of termination for convenience, the Contractor shall be entitled to receive
compensation for any fees owed under the Contract.The Contractor shall also be compensated for partially completed
services. In this event, compensation for such partially completed services shall be no more than the percentage of
completion of the services requested, at the sole discretion of the City, multiplied by the corresponding payment for
completion of such services as set forth in the Contract.Alternatively, at the sole discretion of the City,the Contractor
may be compensated for the actual service hours provided.The City shall be entitled to a refund for goods or services
paid for but not received or implemented, such refund to be paid within 30 days of written notice to the Contractor
requesting the refund.
Change in Funding: In addition to the above termination provisions,if the funds upon which the City relied to establish
this Contract are withdrawn, reduced, or limited, or if additional or modified conditions are placed on such funding, the
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City may terminate this Contract by providing at least five business days written notice to the Contractor. The
termination shall be effective on the date specified in the notice of termination.
18. Force Majeure
Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics/pandemics, war,
riot, delay in transportation or railcar transport shortages, provided Contractor notifies the City immediately in writing of
such pending or actual delay. Normally, in the event or any such delays (acts or God, etc.)the date of delivery will be
extended for a period equal to the time lost due to the reason for delay.
19. Governing Law
This Contract shall be governed by and construed in accordance with the laws of the State of Washington.
20. Venue
The venue for any judicial action to enforce or interpret this Contract shall lie in a court of competent jurisdiction in
Yakima County, Washington.
21. Authority
The person executing this Contract,on behalf of Contractor,represents and warrants that he/she has been fully authorized
by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms, performances and
provisions of this Contract.
22. Notice
Any alterations, including changes to the nature of the service, made to the Contract shall be rendered in writing and
signed by both responsible parties; no changes without such signed documentation shall be valid. No alterations
outside of the general scope and intent of the original Request for Proposals or in excess of allowable and accepted
price changes shall be made.
In no event shall the Contractor be paid or be entitled to payment for services that are not authorized herein or any
properly executed amendment.
Notice of Business Changes: Contractor shall notify the City in writing within three(3)business days of any change in
ownership of the facilities of the Contractor or of the facilities of any subcontractor. The Contractor shall notify the City
in writing as soon as possible, and in no event later than three(3) business days, after any decision by the Contractor
to change or discontinue service that will affect services provided to the City under this Contract.
The City shall have the right to renegotiate the terms and conditions of this Contract to the extent required to
accommodate a change in governing law or policy that, in the sole discretion of the City, either substantially and
unreasonably enlarges the Contractor's duties hereunder, or renders performance, enforcement or compliance with
the totality of the Contract impossible,patently unreasonable,or unnecessary. Notices and demands under and related
to this Contract shall be in writing and sent to the parties at their addresses as follows:
TO CITY: City Manager, Bob Harrison TO CONTRACTOR: L.P. Body Shop Inc
City of Yakima Rich Poulson
129 North Second Street 410 E Arlington Street
Yakima, WA 98901 Yakima,WA 98901
COPY TO: City of Yakima Purchasing
Christina Payer, Buyer II
129 North Second Street
Yakima, WA 98901
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23. Survival
The foregoing sections of this Contract, 1-23 inclusive, shall survive the expiration or termination of this Contract in
accordance with their terms.
IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first above written.
CITY OF YAKIMA L.P.BODY SHO INC
r
By:
City Manager
Date: Date: 1- 26#, 2 L
.�� G4.14 Lron
Attest: (Print name)
City Clerk
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