Field House Exterior Signage AGREEMENT BETWEEN THE CITY OF SALINA, KANSAS
and
GLEASON& SON SIGNS, INC.
for
SALINA FIELD HOUSE EXTERIOR SIGNAGE
This Agreement is entered into February 15, 2017, by and between the City of Salina, Kansas, (the
"City")and Gleason& Son Signs, Inc.(the"Contractor").
Recitals
A. The City desires to contract for the design, fabrication, delivery, and installation of
exterior signage ("Exterior Signage") at the Salina Field House, in compliance with federal, state, and
local regulations.
B. The Contractor has the requisite qualifications and experience to perform the services
needed by the City and desires to perform those services pursuant to the terms of this Agreement.
The parties, in consideration of the mutual promises set forth in this Agreement, agree and
covenant:
1. Definitions. Capitalized words used in this Agreement shall have the following
meanings:
"Agreement" means this Agreement for Exterior Signage, as amended and supplemented from
time to time.
"City" means the City of Salina, Kansas.
"Contractor"means Gleason& Son Signs, Inc.and its successors.
2. Exhibits. The following Exhibits are attached to and made a part of this Agreement
(Mark with"X" if applicable):
Exhibit A: Responsibilities of the Parties .
Exhibit B:Term: Schedule
Exhibit C: Basis of Payment
Exhibit D: Insurance Requirements
3. Responsibilities of the Parties. The parties agree to perform the responsibilities
outlined in the attached and incorporated Exhibit A.
4. Term; Schedule. The Contractor agrees to perform its responsibilities during the term
and according to the timeframe and schedule described in Exhibit B subject to the potential for prior
termination pursuant to the terms of this Agreement. Nothing herein shall be deemed a waiver of the
City's right to insist upon the timely performance of this Agreement.
5. Payment. The City shall pay the Contractor for the performance of its responsibilities
pursuant to this Agreement as set forth in Exhibit C.
6. Insurance Requirements.
6.1. Types and Amount of Coverage. The Contractor agrees to obtain insurance coverage as
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specified in Exhibit D attached hereto, and shall not make any material modification or change from
these specifications without the prior approval of the City. If the Contractor subcontracts any of its
obligations under this Agreement, the Contractor shall require each such subcontractor to obtain
insurance coverage as specified in Exhibit D. Failure of the Contractor or its subcontractors to comply
with these requirements shall not be construed as a waiver of these requirements or provisions and shall
not relieve the Contractor of liability.
6.2. Rating. All insurance policies shall be issued by insurance companies rated no less than
A- VII in the most recent "Bests" insurance guide, and admitted in the State of Kansas. Except as
otherwise specified in Exhibit D, all such policies shall be in such form and contain such provisions as
are generally considered standard for the type of insurance involved.
6.3. Certificate of Insurance. The parties acknowledge that the Contractor has provided the
City with a certificate of insurance listing the City as the Certificate Holder and evidencing compliance
with the insurance requirements in this Agreement. The City reserves the right to require complete
certified copies of all insurance policies procured by the Contractor pursuant to this Agreement,
including any and all endorsements affecting the coverage required hereunder.
7. Injury to Persons or Damage to Property. The Contractor acknowledges responsibility
for any injury to person(s) or damage to property caused by its employees or agents in the performance
of its duties under this Agreement and shall immediately notify the City's Risk Management Department
at(785)309-5705 in the event of such injury to person(s)or damage to property.
8. Indemnification. To the fullest extent permitted by law, the Contractor shall defend,
indemnify and hold harmless the City, its agents, representatives, officers, officials and employees from
and against all claims, damages, losses and expenses(including but not limited to attorney fees and court
costs) attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of
property, including loss of use resulting therefrom, to the extent that such claims, damages, losses, and
expenses relate to, arise out of, or are alleged to have resulted from the wrongful acts, negligent acts,
errors, omissions, or defective work or services of the Contractor, its employees, agents, or any tier of
subcontractors in the performance of this Agreement.
9. Voluntary Termination. Intentionally deleted.
10. Default If either party fails to comply with any term of this Agreement within 10 days
after written notice to comply has been mailed by the non-defaulting party to the defaulting party, such
failure shall be deemed an immediate breach of this Agreement("Event of Default").
11. Remedies. Upon the occurrence of an Event of Default, the non-defaulting party shall
have the following rights and remedies, in addition to any other rights and remedies provided under this
Agreement or by law:
11.1 Termination.The non-defaulting party shall have the right to terminate this Agreement or
terminate the defaulting party's rights under this Agreement.
11.2 Other Remedies. The non-defaulting party may pursue any available remedy at law or in
equity (including specific performance) by suit, action, mandamus or other proceeding to enforce and
compel the performance of the duties and obligations set forth in this Agreement, to enforce or preserve
any other rights or interests of the non-defaulting party under this Agreement or otherwise existing at law
or in equity and to recover any damages incurred by the non-defaulting party resulting from such Event
of Default.
12. Non-Assignable. Due to the unique qualifications and capabilities of the Contractor,
neither the rights nor responsibilities provided for under this Agreement shall be assignable by either party,
either in whole or in part.
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13. Notices. All notices required or permitted to be given pursuant to this Agreement shall be
in writing and delivered personally or sent by registered or certified mail, return receipt requested, or by
generally recognized, prepaid, commercial courier or overnight air courier service. Notice shall be
considered given when received on the date appearing on the return receipt,but if the receipt is not returned
within five(5)days, then three(3)days after mailed, if sent by registered or certified mail or commercial
courier service; or the next business day, if sent by overnight air courier service. Notices shall be
addressed as appears below for each party, provided that if any party gives notice of a change of name or
address,notices to the giver of that notice shall thereafter be given as demanded in that notice.
CITY: City of Salina
Attn: Chris Cotten, Director of Parks and Recreation
P.O. Box 736
Salina, KS 67402-0736
CONTRACTOR: Gleason& Son Signs, Inc.
Attn: Josh Dawson
2440 N 9th Street
Salina, KS 67401
14. Retention and Inspection of Records. The Contractor shall maintain complete,
accurate, and clearly identifiable records with respect to all costs and expenses incurred under this
Agreement. The records shall be maintained during the term of this Agreement, and for a period of three
(3) years from the date of final payment under this Agreement (the "Retention Period"); provided,
however, that if any litigation, claim or audit is commenced prior to the expiration of the Retention
Period, then the Retention Period shall be extended until all litigation, claims or audit findings have been
completely terminated or resolved, without right of further appeal. During the Retention Period, the
Contractor shall allow a representative of the City during normal business hours to examine, audit, and
make transcripts or copies of such records and any other documents created pursuant to, or arising under,
this Agreement. The City agrees to responsibly utilize all information obtained pursuant to this
paragraph for the purposes of reviewing, confirming, and verifying the nature and amount of all costs and
expenses incurred under this Agreement. The City agrees to take reasonable precautions not to disclose
such information outside the scope of those stated purposes, subject to the Kansas open records act or
other applicable law.
15. Non-appropriation. The City is subject to Kansas budget and cash basis laws, and
operates on a calendar fiscal year. In the event that this Agreement involves financial obligations
spanning multiple fiscal years for the City, it is subject to annual appropriation by the City's governing
body for future fiscal years. If the City's governing body does not appropriate the funds necessary to
fulfill the City's financial obligations pursuant to this Agreement, the City shall so notify the other parties
to this Agreement and this Agreement shall be null and void for purposes of the fiscal year(s)affected by
the decision of the governing body not to appropriate.
16. Relationship. It is expressly understood that Contractor in performing services under
this Agreement, does so as an independent contractor. The City shall neither have nor exercise any
control or direction over the methods by which Contractor performs its services hereunder. The sole
interest and responsibility of the City is to see that the services covered by this Agreement are performed
and rendered in a competent, efficient, and satisfactory manner. Contractor shall be exclusively
responsible for all taxes, withholding payments, employment-based benefits, deferred compensation
plans, including but not limited to its workers compensation and social security obligations, and the filing
of all necessary documents, forms,or returns pertinent to the foregoing.
17. Subcontracting. Contractor shall not subcontract any work or services under this
Agreement without the City's prior written consent.
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18. Compliance with Applicable Law. Contractor shall comply with all applicable federal,
state, and local law in the performance of this Agreement.
19. Equal Opportunity.
(a) In conformity with the Kansas act against discrimination and Chapter 13 of the Salina
Code,the Contractor and its subcontractors, if any, agree that:
(1) The Contractor shall observe the provisions of the Kansas act against discrimination and
Chapter 13 of the Salina Code and in doing so shall not discriminate against any person in the
performance of work under this Agreement because of race,sex, religion, age, color, national origin,
ancestry or disability;
(2) The Contractor shall include in all solicitations, or advertisements for employees, the
phrase "equal opportunity employer," or a similar phrase to be approved by the City's human
relations director;
(3) If the Contractor fails to comply with the manner in which the Contractor reports to the
Kansas human rights commission in accordance with the provisions of K.S.A. 44-1031 and
amendments thereto,the Contractor shall be deemed to have breached this Agreement and it may be
canceled,terminated or suspended, in whole or in part,by the City;
(4) If the Contractor is found guilty of a violation of Chapter 13 of the Salina Code or the
Kansas act against discrimination under a decision or order of the Salina human relations
commission or the Kansas human rights commission which has become final,the Contractor shall be
deemed to have breached this Agreement and it may be canceled, terminated or suspended, in whole
or in part,by the City;
(5) The Contractor shall not discriminate against any employee or applicant for employment
in the performance of this Agreement because of race, sex, religion, age, color, national origin,
ancestry or disability; and
(6) The Contractor shall include similar provisions in any subcontract under this Agreement.
(b) The provisions of this section shall not apply to this Agreement if the Contractor:
(1) Employs fewer than four employees during the term of this Agreement;or
(2) Contracts with the City for cumulatively $5,000 or less during the City's calendar fiscal
year.
20. Administration of Agreement. All references in this Agreement requiring the City's
participation or approval shall mean the participation or approval of the City Manager or his designee, unless
otherwise provided herein.
21. Attorney Fees. If any suit or action is instituted by either party hereunder, including all
appeals, the prevailing party in such suit or action shall be entitled to recover reasonable attorney fees and
expenses from the non-prevailing party, in addition to any other amounts to which it may be entitled.
22. Right to Independent Legal Advice. The Contractor understands and acknowledges the
right to have this Agreement reviewed by legal counsel of the Contractor's choice.
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23. Applicable Law; Venue. This Agreement and its validity, construction and performance
shall be governed by the laws of Kansas. In the event of any legal action to enforce or interpret this
Agreement,the sole and exclusive venue shall be in the Saline County, Kansas District Court.
24. Interpretation. This Agreement shall be interpreted according to its fair meaning, and not
in favor of or against any party.
25. Time. Time is of the essence of this Agreement. No extension will be granted unless in
writing and signed by the parties. Should the end of a time period fall on a legal holiday that termination
time shall extend to 5:00 p.m.of the next full business day.
26. Severability. The unenforceability, invalidity, or illegality of any provision of this
Agreement shall not render the other provisions unenforceable,invalid,or illegal.
27. Authority and Consent to Transaction. Each party represents to the other that the
person executing this Agreement has full and legal authority to bind such party to the terms of this
Agreement, and that the execution and delivery of this Agreement have been duly and validly authorized
by the governing body of each party.
28. Persons Bound. This Agreement shall extend to and bind the heirs, executors,
administrators,trustees,successors and authorized assigns of the parties hereto.
29. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original,or in multiple originals,and all such counterparts or originals shall for all
purposes constitute one agreement.
30. Amendments. Neither this Agreement nor any of its terms may be changed or modified,
waived, or terminated except by an instrument in writing signed by an authorized representative of the party
against whom the enforcement of the change,waiver,or termination is sought.
31. Waiver. No failure or delay by a party hereto to insist on the strict performance of any term
of this Agreement,or to exercise any right or remedy consequent to a breach thereof,shall constitute a waiver
of any breach or any subsequent breach of such term. No waiver of any breach hereunder shall affect or alter
the remaining terms of this Agreement,but each and every term of this Agreement shall continue in full force
and effect with respect to any other then existing or subsequent breach thereof.
32. Conflict Resolution. No interpretation of this Agreement shall be allowed to find the City
has agreed to binding arbitration.
33. No Third Party Beneficiaries. Solely the parties to this Agreement shall have rights and
may make claims under this Agreement. There are no intended third party beneficiaries under this
Agreement,and no third parties shall have any rights or make any claims hereunder.
34. Typewritten or Handwritten Provisions.Typewritten or handwritten provisions inserted
or attached,and initialed by all parties,shall supersede all conflicting printed provisions.
35. Feminine-Masculine,Singular-Plural.
Wherever used, singular shall include the plural, plural the singular, and use of any gender shall include
all genders.
36. Headings. The headings of the sections of this Agreement are included for the purposes
of convenience only and shall not affect the interpretation of any provision hereof.
37. Merger Clause. These terms are intended by the parties as a complete,conclusive and final
expression of all the conditions of their Agreement. No other promises, statements, warranties, agreements
5
or understandings, oral or written, made before or at the signing thereof, shall be binding unless in writing
and signed by all parties and attached hereto.
6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
authorized representatives.
CITY OF SALI A, KANSAS
•
Attest: / , /_ IL) id
Sh/ Wicks,CMC,City Clerk
Form: Ally- (_
L :I Co l
GLEASON& SON I ' , 'C.
By: _ 1.. . �.�� Al /. 44 //
Pname)
1r�b) (title)
7
EXHIBIT A
RESPONSIBILITIES OF THE PARTIES
The Contractor shall design, fabricate, deliver, and install the exterior signage for the
Salina Field House in accordance with the Contractor's Proposal, dated January 24, 2017 and
January 27, 2017, all of which shall conform to the detailed specifications contained in the City's
Request for Proposals. The Contractor's Proposal is incorporated into this Agreement by
reference. In the event of any discrepancies between the terms of this Agreement and the
Contractor's Proposal, the terms of this Agreement shall control.
•
•
A-1
EXHIBIT B
TERM; SCHEDULE
All equipment and services shall be furnished, and all work shall be completed and ready for
final payment, on or before May 1, 2017.
•
B-9
EXHIIBIT C
BASIS OF PAYMENT
A. Compensation. The City agrees to compensate the Contractor on a lump sum
basis, in the amount of $20,855.00, with a single lump sum payment upon the satisfactory
completion of all the Contractor's responsibilities set forth in Exhibit A. All of the Contractor's
costs and expenses, including employee salaries, overhead, other direct costs, subcontract
expenses, and profit are included in the lump sum amount, and the City shall not be obligated to
reimburse the Contractor for costs or expenses in excess of the total lump sum amount.
B. Invoicing. Upon completion of all the Contractor's responsibilities set forth in
Exhibit A, the Contractor shall invoice the City for the entire lump sum amount.
C. Payment. The Contractor's invoice will be due and payable within 45 days of
receipt by the City.
C-10
EXHIBIT D
INSURANCE REQUIREMENTS
Pursuant to Section 6 of the Agreement, the Contractor shall obtain, pay for, and maintain — and
shall require each of its authorized subcontractors to obtain and maintain — for the duration of the
Agreement, policies of insurance meeting the following requirements:
1. General Requirements.
A. Additional Insured. With the exception of the workers' compensation and
professional liability policies to be obtained by the Contractor hereunder, all policies shall name
the City of Salina ("City"), its agents, representatives, officers, officials, and employees as
additional insured(s). Insurance for the additional insured shall extend to Products/Completed
Operations and be as broad as the insurance for the named insured, including defense expense
coverage, and, with respect to the commercial general liability policy required hereunder, shall
be endorsed to apply as primary and non-contributory insurance before any other insurance or
self-insurance, including any deductible, maintained by, or provided to, the additional insured(s).
B. Waiver of Subrogation. Where allowed by law, all policies will include a waiver
of subrogation in favor of the City, its agents, representatives, officers, officials, and employees.
C. Claims Made Policies. If coverage is written on a claims-made basis for any of
the policies required by this Agreement. the Contractor must maintain the coverage for a
minimum of two (2) years from the date of final completion of all work under the Agreement.
D. Premium and Deductible Expenses. The Contractor shall be responsible for all
premiums and retention or deductible expense for any and all policies required by this
Agreement.
2. Specific Coverage Requirements.
A. Commercial General Liability ("CGL"). The Contractor shall maintain CGL
coverage written on ISO Occurrence form CG00 01 or an industry equivalent, which shall cover
liability arising from Personal Injury, Bodily Injury, Property Damage, Premises and Operations,
Products and Completed Operations, Contractual Liability, Independent Contractors and
Advertising Injury. The policy limits shall not be less than the following:
• Each occurrence $1,000,000
• General aggregate $2,000,000
• Personal and Advertising Liability $1,000,000
The policy shall contain an endorsement that modifies the general aggregate to apply separately
to each project. The Contractor shall maintain the Products and Completed Operations liability
coverage for a period of at least two (2) years after completion of all work under the Contract.
B. Business Automobile Liability ("BAL"). The Contractor shall maintain BAL
coverage written on ISO form CA 00 01 or an industry equivalent. Coverage shall be applicable
D-11
to all autos and other vehicles subject to compulsory auto liability laws that are owned, hired,
rented or used by the Contractor and include automobiles not owned by but used on behalf of the
Contractor. The BAL policy limits shall not be less than the following:
• Combined single limit $1,000,000
C. Workers' Compensation/Emplover's Liability. The Contractor shall maintain
workers' compensation and employer's liability coverage with policy limits not less than the
following:
• Workers' Compensation (Coverage Part A)
o Statutory
• Employer's Liability (Coverage Part B)
o $100,000 each accident
o $500,000 disease—policy limit
o $100,000 disease—each employee
D. Installation Floater. Property insurance including expense for the full repair and
replacement, upon the work site, at temporary locations and in transit in the amount of the full
insurable value of property being installed, transported, and handled. Such coverage shall be
written on a Special cause of loss form and include the perils of water damage (excluding flood)
and earthquake.
With limits of insurance not less than:
Installation Floater Contract Cost
Transit and temporary locations 20% of contract cost
Include a provision that any loss will be adjusted with the City and made payable to the City as a
fiduciary for the insured's as their interest may apply.
Contractor shall be responsible for all premiums and retention or deductible expense, regardless
of whether or not such retention or deductible expense results from negligent acts of sub-
contractor or other causes.
E. Crane Service Liability. Should Contractors' work include providing crane
services, then Commercial General Liability shall be amended to apply with minimum limits of
liability to insure against bodily injury and property damage arising from such crane operations.
The policy shall include coverage for Rigger's Liability and shall not exclude coverage for
damage to property being lifted.
• Each occurrence Bodily Injury and Property Damage $1,000,000
• Personal Injury $1,000,000
• Aggregate for Products - Completed operations $1,000,000
• General aggregate $1,000,000
D-12
Subcontractors coverage for Crane Services may be provided either by their own policy(ies), or
by the policy(ies) of a lower tier contractor providing such Crane Services for Subcontractor.
The policy shall include a per project general aggregate.
D-13
14
•
•
Act,Rote CERTIFICATE OF LIABILITY INSURANCEDATE0 °°°m"0
02/27/20o17
'MIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: if the certificate holder Is an ADDITIONAL INSURED,the policy(les)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 this certificate does not confer rtghta to the
certificate holder In lieu of such endorsements).
PRODUCER THE DAVIDSON AGENCY-BENNINGTON czner Michelle Murk
PO EtOX 366 201 N Nelson mac.Ne.Faar:785-488-3300 FAX Roll 78Sd88 3306
Bennington)(5 67422 ADDS: michellemurk@nhedevidsonagency.net
INSURERS)AFFORDING COVERAGE NAIL s
Phone:785-4883300 Fax 785-488-3306 INSURER A:EMC Insurance Companies
U Josh Dawson DAB:
Gleason & Son Signs ENSURER C:
2440 N 9th St INSUERD:
Salina KS 67401 INSURER
et
DISURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
OCCLUSIONS AND CONDMONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSRMUM'OFF POUCY EXP
LTR TYPE OF INSURANCE MRD POLICY NIDOER LAOIS
' wloGRUAL GENERAL LIAmUTY EACH OCCURRENCE f 1,000,000
rikNNJU
SDE O PREMISES
S IEA ES rr 100,000
NTeD
Cl $
A — MED EXP(Any ens person f 5,000
_ X X 5044297 3/14/2017 3/14/2018 PERSONALSADA INJIRY f 1,000.000
GEM AGGREGATE LIMIT APPLIES PEA GENERAL AGYiREGATE $ 2,000,000
A•I FOUCY Q n LOC PRODUCTS-COMP/OP AGG s 2,000,000
OTHER
AuraMomis UAZUTY �N SINGLE ULrt f ecciderril I,000,000
A ANY AUTO BOGGY INJURY Wer posse $
— ALL ONHED —A ar AUT%rED
BODILY INJURY Wer aeK4ra) f= HIRED AUTOS = Per
X 5D44297 3/14/2017 3/14/2018 / wawaAUTOS
f
• UNITRE a UAB OCCUR EACH OCCURRENCE $ 1,000,000
A access tea —aAINSMADE 5044297 3/14/2017 3/142018 AGGREGATE
OED RETENTION
WORKERS COIIPEIISATIDN 0T
MID EIPLOYERS LIABILITY YIN AME I ER H-
AANY
F MILDEW U NIA X 5D44297 3/14/2017 3/14/2018 ELEACH Aca°vrr f 100,000
(MAY to NIG E.L(([EASE.EA EMPLOYEE $ 100,000
DESCOEym, PTM OF O
RITIDN OF OPERATIONS ter EL DISEASE-POLICY LOOT $ 500.000
DESCRIFITON OF OPERATIONS/LOCATIONS/?ECCLES IACORD 101,Adateeal Ra narb ScMmb,slay M a[mecd an ss woe b reperntl)
• City of Salina is named as additional insured on the general liability, per ISO CG2010 and CG2037 forms
(or equivalent forms), auto liability, and umbrella follows form. This insurance is primary and
noncontributory. A waiver of subrogation applies in favor of City of Salina on the general liability and
worker's compensation. Also have Crane Liability and Installation Floater.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
City of Salina THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
300 W. Ash ACCORDANCE WITH THE POLICY PROVISIONS.
Salina, KS 67401 AUTHRIZEDRErrESENT.,rg�
��t�1GA
01088.2014 ACORD CORPORATION. All rights reserved.
ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD