Brian Borrello, Inc ~ C200023 CITY OF TIGARD OREGON-CONTRACT SUMMARY FORM
THIS FORMMUSTACCOMPANYEVERY CONTRACT
Contract Title: Corylus Painting Number:
Contractor: Brian Bortello Inc, Contract Total: 9,860
Contract Overview: R.ebaint two Corvlus scull Wes
a x
Initial Risk Level: Extreme ❑High C]Moderate Z Low
Rask Reduction Steps:
Risk Comments:
Risk Signature:
Contract Manager: Sean Farrelly Ext: 2420 Department: CD
Type: E] Personal Svc ® Professional Svc ❑ Architectural Agr Public Imp ❑ General Svc
Engineering Svc ❑ Other: Start Bate: 9/12/2019_End Date: 12/31/2020
Quotes/Bids/Proposal: FIRM AMOUNT/SCORE
Brian Borrello Inc
Jacobs Construction and Painting _: Passed to busy
Endres' Passed to busy
Account Shing: Eund-Divisj9H-&&U= Work Order—Activi Type Amount
FY 19-20 1003700-54001 $9860
FY
FY
FY
FY
Approvals - LCRB Date:
Department Comments:
r
Department Signature:
Purchasing Comments:
Purchasing Signature:
City Manager Comments:
City Manager Signature:
After securing all required approvals, forward original copy to the Contracting and Purchasing Dice along with a
completed Contract Checklist.
Contract
CITY OF TIGARD,OREGON
AGREEMENT FOR SERVICES RELATED TO
CORYLUS PAINTING
THIS AGREEMENT made and entered into this 12`'of September,2019 by and between the City of
Tigard,a municipal corporation of the State of Oregon,hereinafter called"City",and Brian Borrello,Inc
Sculpture +Design,hereinafter called"Contractor",collectively known as the"Parties."
RECITALS
WHEREAS, Contractor has submitted a quote to City to provide specific painting services;and
WHEREAS, Contractor is in the business of providing specific painting services and is aware of the
purposes for which City requires the services;
THEREFORE,the Parties agree as follows:
1. SERVICES TO BE PROVIDED
Contractor agrees to provide services related to repainting of two Corylus'on Main St as detailed
in Exhibit A—Scope of Services and by this reference made a part hereof.
2. EFFECTIVE DATE AND DURATION
This Agreement is effective upon the date of execution and expires on December 31,2020,unless
otherwise terminated or extended. All work under this Agreement must be completed prior to
the expiration of this Agreement.
3. COMPENSATION
City agrees to pay Contractor an amount not exceeding Nine Thousand Eight Hundred Sixty and
No/100 dollars ($9,860.00) for performance of those services described herein,which payment
be based upon the following applicable terms:
A. Payment will be made in installments of 1/3 upon issuance of Notice to Proceed, 1/3
upon approval of white coating complete and remaining upon approved completion of
painting and restoration of site.
B. Payment will be made in installments based on Contractor's invoice, subject to the
approval of the City Manager,or designee,and not more frequently than monthly. Unless
otherwise agreed, payment will be made only for work actually completed as of the date
of the invoice.
C. Payment by the City released City from any further obligation for payment to Contractor
for services performed or expenses incurred as of the date of the invoice. Payment may
not be considered acceptance or approval of any work or waiver of any defects therein.
D. Contractor may not permit any lien or claim to be filed or prosecuted against the City on
any account of any labor or material furnished.
E. Contractor will pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
F. Contractor must make payments promptly, ad due, to all persons supplying labor or
materials for the performance of the work provided for in this Agreement.
G. Contractor will pay employees at least time and a half pay for all overtime worked in excess
of 40 hours in any one work week except for individuals under the contract who are
excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from
receiving overtime.
H. The City certifies that sufficient funds are available and authorized for expenditure to finance
costs of this contract during the current fiscal year. Appropriations for future fiscal years is
subject to budget approval by the City Council
4. ASSIGNMENT/DELEGATION
Neither party may assign, sublet or transfer any interest in or duty under this Agreement
without the written consent of the other and no assignment has any force or effect unless and
until the other party has consented. If City agrees to assignment of tasks to a subcontract,
Contractor is fully responsible for the acts or omissions of any subcontractors and of all
persons employed by them. Neither the approval by City of any subcontractor nor anything
contained herein creates any contractual relation between the subcontractor and City. The
provisions of this Agreement are binding upon and will inure to the benefit of the parties to
the Agreement and their respective successors and assigns.
5. SUBMITTING BILLS AND MAILING PAYMENTS
All notices and bills will be made in writing and may be given by personal delivery,mail or fax.
Payments may be made by personal delivery,mail,or electronic transfer. The following addresses
will be used to transmit notices,bills,payments,and other information:
MAM''I'AN 42
Attn: Sean Farrelly - Attn: Brian Borrello
Address: 13125 SW Hall Blvd. Address: 5660A N Greeley Ave
Tigard, OR 97223 Portland OR 97217
Phone: (503) 718-2420 Phone: (503) 754.5595
Email: seanC rd-or,�ov Email: brian( b borrello.co
6. ACCESS TO RECORDS
City will have access to such books,documents,papers and records of Contractor as are directly
pertinent to this Agreement for the purpose of making audit, examination, excerpts and
transcripts.
7. TERMINATION WITHOUT CAUSE
At any time and without cause, City has the right in its sole discretion to terminate this
Agreement by giving notice to Contractor. If City terminates this Agreement pursuant to this
paragraph, City will pay Contractor for services rendered to the date of termination.
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8. TERMINATION WITH CAUSE
A. City may terminate this Agreement effective upon delivery of written notice to Contractor,
or at such later date as may be established by City, under any of the following conditions:
1) If City funding from federal, state, local, or other sources is not obtained and
continued at levels sufficient to alloxv for the purchase of the indicated quantity of
services. This Agreement may be modified to accommodate a reduction in funds.
2) If federal or state regulations or guidelines are modified, changed, or interpreted in
such a way that the services are no longer allowable or appropriate for purchase under
this Agreement.
3) If any license or certificate required by law or regulation to be held by Contractor, its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied,revoked, or not renewed.
4) If Contractor becomes insolvent,if voluntary or involuntary petition in bankruptcy is
filed by or against Contractor,if a receiver or trustee is appointed for Contractor,or if
there is an assignment for the benefit of creditors of Contractor.
Any such termination of this agreement under paragraph (A) will be without prejudice to
any obligations or liabilities of either party already accrued prior to such termination.
B. City, by written notice of default (including breach of contract) to Contractor, may
terminate the whole or any part of this Agreement:
l) If Contractor fails to provide services called for by this Agreement within the time
specified, or
2) If Contractor fails to perform any of the other provisions of this Agreement, or fails
to pursue the work as to endanger performance of this Agreement in accordance with
its terms, and after receipt of written notice from City, fails to correct such failures
within ten (10) days or such other period as City may authorize.
The rights and remedies of City provided above related to defaults (including breach of
contract) by Contractor are not exclusive and are in addition to any other rights and
remedies provided by law or under this Agreement.
If City terminates this Agreement under paragraph (B), Contractor will be entitled to receive
as full payment for all services satisfactorily rendered and expenses incurred, provided, that
the City may deduct the amount of damages,if any,sustained by City due to breach of contract
by Contractor. Damages for breach of contract include those allowed by Oregon law,
reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal
9. FORCE MAMEURE
Neither City nor Contractor will be considered in default because of any delays in completion
and responsibilities hereunder due to causes beyond the control and without fault or
negligence on the part of the parties so disenabled, including but not restricted to, an act of
God or of a public enemy, civil unrest,volcano, earthquake, fire, flood,epidemic, quarantine
restriction, area-wide strike, freight embargo, unusually severe weather or delay of
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subcontractor or supplies due to such cause;provided that the parties so disenabled will within
ten (10) days from the beginning of such delay, notify the other party in writing of the cause
of delay and its probable extent. Such notification will not be the basis for a claim for
additional compensation. Each party will,however,make all reasonable efforts to remove or
eliminate such a cause of delay or default and will, upon cessation of the cause, diligently
pursue performance of its obligation under the Agreement.
10. HAZARDOUS MATERIALS
Contractor will comply with all federal Occupational Safety and Health Administration
(OSHA) requirements and all Oregon safety and health requirements. In accordance with
OSHA and Oregon OSHA Hazard Communication Rules, if any goods or services provided
under this Agreement may release,or otherwise result in an exposure to,a hazardous chemical
under normal conditions of use (for example,employees of a construction contractor working
on-site), it is the responsibility of Contractor to provide the City with the following
information: all applicable Safety Data Sheets,the identity of the chemical/s,how Contractor
will inform employees about any precautions necessary,an explanation of any labeling system,
and the safe work practices to prevent exposure. In addition, Contractor must label, tag, or
mark such goods.
11. NON-DISCRIMINATION
Contractor will comply with all federal,state,and local laws,codes,regulations,and ordinances
applicable to the provision of services under this Agreement,including,without limitation:
A. Title VI of the Civil Rights Act of 1964;
B. Section V of the Rehabilitation Act of 1973;
C. The Americans with Disabilities Act of 1990, as amended by the ADA Amendments Act
(ADAAA) of 2008 (pub L No 101-336);and
ORS 659A.142,including all amendments of and regulations and administrative rules,and all
other applicable requirements of federal and state civil rights and rehabilitation statutes,rules
and regulations.
12. INDEMNITY
Contractor agrees to indemnify and defend the City, City's officers, employees, agents and
representatives from and against all liability, claims,costs,demands,judgments,penalties,and
causes of action of any kind or character, or other costs or expenses incidental to the
investigation and defense thereof, of whatever nature, resulting from or arising out of the
activities of the Contractor or its subcontractors, agents, or employees in performance of this
contract, except, however, that the foregoing will not apply to liability that arises out of the
City's,its officers, employees, agents and representatives sole negligence If any aspect of this
indemnity is found to be illegal or invalid for any reason whatsoever,such illegality or invalidity
does not affect the validity of the remainder of this indemnification.
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13. INSURANCE
Contractor must maintain .insurance acceptable to City in full force and effect throughout the
term of this contract. Such insurance will cover risks arising directly or indirectly out of
Contractor's activities or work hereunder.
The policy or policies of insurance maintained by the Contractor must provide at least the
following limits and coverages:
A. Commercial General Liability Insurance
Contractor will obtain, at contractor's expense, and keep in effect during the term of this
contract,Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an "occurrence" farm (CG 2010 1185 or equivalent). This coverage must
include Contractual Liability insurance for the indemnity provided under this contract.
The following insurance will be carried:
Coverage Limit
General Aggregate 2,000,000
Products-Completed Operations Aggregate 1,000,000
Personal&Advertising Injury 1,000,000
Each Occurrence 1,000,000
Fire Damage (any one fire) 50,000
B. Commercial Automobile Insurance
Contractor must also obtain, at contractor's expense, and keep in effect during the term of
the contract, Commercial Automobile Liability coverage including coverage for all owned,
hired, and non-owned vehicles on an "occurrence" form. The Combined Single Limit per
occurrence may not be less than$1,000,000.
If Contractor uses a personally-owned vehicle for business use under this contract, the
Contractor will obtain, at Contractor's expense, and keep in effect during the term of the
contract, business automobile liability coverage for all owned vehicles on an "occurrence"
form. The Combined Single Limit per occurrence may not be less than$1,000,000.
C. Workers' Compensation Insurance
The contractor, its Subcontractors, if any, and all employers providing work, labor, or
materials under this Contract that are subject employers under the Oregon Workers'
Compensation Law will comply with ORS 656.017, which requires them to provide
workers' compensation coverage that satisfies Oregon law for all their subject workers.
Out-of-state employers must provide Oregon workers' compensation coverage for their
workers who work at a single location within Oregon for more than 30 days in a calendar
year. Contractors who perform work without the assistance or labor of any employee
need not obtain workers' compensation coverage. All non-exempt employers must
provide Employer's Liability Insurance with coverage limits of not less than $1,000,000
each accident.
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D. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional
Liability, must include the City its officers, employees, agents and representatives as
additional insureds with respect to this contract.
E. Insurance Carrier Rating
Coverages provided by the Contractor must be underwritten by an insurance company
deemed acceptable by the City. All policies of insurance must be written by companies
having an A.M.Best rating of"A-VII" or better,or equivalent. The City reserves the right
to reject all or any insurance carrier(s) with an unacceptable financial rating.
F. Self-Insurance
The City understands that some Contractors may self-insure for business risks and the
City will consider whether such self-insurance is acceptable if it meets the minimum
insurance requirements for the type of coverage required. If the Contractor is self-insured
for commercial general liability or automobile liability insurance the Contractor must
provide evidence of such self-insurance. The Contractor must provide a Certificate of
Insurance showing evidence of the coverage amounts on a form acceptable to the City.
The City reserves the right in its sole discretion to determine whether self-insurance is
adequate.
G. Certificates of Insurance
As evidence of the insurance coverage required by the contract,the Contractor will furnish
a Certificate of Insurance to the City. No contract will be effective until the required
Certificates of Insurance have been received and approved by the City. The certificate will
specify and document all provisions within this contract and include a copy of Additional
Insured Endorsement. A renewal certificate will be sent to the below address prior to
coverage expiration.
H. Independent Contractor Status
The service or services to be rendered under this contract are those of an independent
contractor. Contractor is not an officer, employee or agent of the City as those terms are
used in ORS 30.265.
I. Primary Coverage Clarification
The parties agree that Contractor's coverage will be primary to the extent permitted by law.
The parties fizrther agree that other insurance maintained by the City is excess and not
contributory insurance with the insurance required in this section.
J. Cross-Liability C„ lause
A cross-liability clause or separation of insureds clause will be included in all general liability,
professional liability,pollution and errors and omissions policies required by this contract.
A certificate in form satisfactory to the City certifying to the issuance of such insurance will
be forwarded to
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City of Tigard
Attn: Contracts and Purchasing Office
13125 SW Hall Blvd.
Tigard,Oregon 97223
At the discretion of the City, a copy of each insurance policy, certified as a true copy by an
authorized representative of the issuing insurance company may be required to be forwarded
to the above address.
Such policies or certificates must be delivered prior to commencement of the work. The
procuring of such required insurance will not be construed to limit contractor's liability
hereunder. Notwithstanding said insurance, Contractor is obligated for the total amount of
any damage,injury,or loss caused by negligence or neglect connected with this contract.
14. ATTORNEY'S FEES
In the event of an action, suit of proceeding,including appeal,is brought for failure to observe
any terms of this Agreement, each party is responsible for that party's own attorney fees,
expenses,costs and disbursements for the action,suit,proceeding,or appeal.
15. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Contractor will comply with all applicable federal, state and local laws, rules and regulations
applicable to the work in this Agreement..
16. CHOICE OF LAW VENUE
The provisions of this Agreement are governed by Oregon Law. Venue will be the State of
Oregon Circuit Court in Washington County or the US District Court for Oregon,Portland.
17. ERRORS
Contractor will perform such additional work as may be necessary to correct errors in the
work required under this Agreement without undue delays and without additional cost.
18. EXTRA(CHANGES)WORK
Only the City's Project Manager for this Agreement may change or authorize additional work.
Failure of Contractor to secure authorization for extra work constitutes a waiver of all right to
adjust the contract price or contract time due to such unauthorized extra work and Contractor
will not be entitled to compensation for the performance of unauthorized work.
19. WARRANTIES
Contractor will guarantee work for a period of one year after the date of final acceptance of
the work by the owner. Contractor warrants that all practices and procedures,workmanship
and materials are the best available unless otherwise specified in the profession. Neither
acceptance of the work nor payment therefore relieves Contractor from liability under
warranties contained in or implied by this Agreement.
20. CITY OF TIG"JY BUSINESS LICENSE
Contractor must obtain,prior to the execution of any performance under this Agreement,a City
of Tigard Business License. The Tigard Business License is based on a calendar year with a
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December 31 st expiration date. New businesses operating in Tigard after June 30th of the current
year will pay a pro-rated fee though the end of the calendar year.
21. CONFLICT BETWEEN TERMS
In the event of a conflict between the terms of this Agreement and Contractor's proposal,this
Agreement will control. In the event of conflict between a provision in the main body of the
Agreement and a provision in the Exhibits,the provision in the main body of the Agreement will
control. In the event of an inconsistency between Exhibit A and Exhibit B, Exhibit A will
control.
22. SEVERABILITY
In the event any provision or portion of this Agreement is held to be unenforceable or invalid
by any court of competent jurisdiction,the validity of the remaining terms and provisions will
not be impaired unless the illegal or unenforceable provision affects a significant right or
responsibility, in which case the adversely affected party may request renegotiation of the
Agreement and,if negotiations fail,may terminate the Agreement..
23. REPRESENTATIONS AND WARRANTIES
Contractor represents and warrants to the City that:
Aa Contractor has the power and authority to enter into and perform this Agreement.
B. This Agreement, when executed and delivered, is a valid and binding obligation of
Contractor, enforceable in accordance with its terms.
C. Contractor (to the best of Contractor's knowledge, after due inquiry), for a period of no
fewer than six calendar years (or since the firm's inception if less than that) preceding the
effective date of this Agreement, faithfully has complied with:
1) All tax laws of this state,including but not limited to ORS 305.620 and ORS chapters
316, 317, and 318;
2) Any tax provisions imposed by a political subdivision of this state that applied to
Contractor, to Contractor's property, operations, receipts, or income, or to
Contractor's performance of or compensation for any work performed by Contractor;
3) Any tax provisions imposed by a political subdivision of this state that applied to
Contractor,or to goods,services,or property,whether tangible or intangible,provided
by Contractor;and
4) Any rules,regulations,charter provisions,or ordinances that implemented or enforced
any of the foregoing tax laws or provisions.
D. Any intellectual property rights or such delivered to the City under this Agreement, and
Contractor's services rendered in the performance of Contractor's obligations under this
Agreement, will be provided to the City free and clear of any and all restrictions on or
conditions of use, transfer, modification, or assignment, and be free and clear of any and
all liens,claims,mortgages,security interests,liabilities,charges,and encumbrances of any
kind.
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24. COMPLIANCE WITH TAX LAWS
Contractor represents and warrants that Contractor is, to the best of the undersigned's
knowledge,not in violation of any Oregon tax laws including but not limited to ORS 305.620
and ORS Chapters 316, 317,and 318. Contractor's failure to comply with the tax laws of this
state or a political subdivision of this state before the Contractor executed this Agreement or
during the term of this Agreement is a default for which the City may terminate this Agreement
and seek damages and other relief available under the terms of this Agreement or applicable
law.
25. COMPLETE AGREEMENT
This Agreement,including the exhibits,is intended both as a final expression of the Agreement
between the Parties and as a complete and exclusive statement of the terms. In the event of an
inconsistency between a provision in the main body of the Agreement and a provision in the
Exhibits, the provision in the main body of the Agreement will control. In the event of an
inconsistency between Exhibit A and Exhibit B,Exhibit A controls.
No waiver, consent,modification, or change of terms of this Agreement will bind either party
unless in writing and signed by both parties. Such waiver, consent, modification, or change if
made,will be effective only in specific instances and for the specific purpose given. There are
no understandings,agreements,or representations,oral or written,not specified herein regarding
this Agreement. Contractor, by the signature of its authorized representative, hereby
acknowledges that he/she has read this Agreement, understands it and agrees to be bound by
its terms and conditions.
IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized
undersigned officer and Contractor has executed this Agreement on the date hereinabove first written
CITY o G BRIAN BoRRELLO,INC
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By: Autiorized City Representative B :Authorized Contractor Representative,A- / U��---
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Date Y Date
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EXHIBIT A
SCOPE OF SERVICES
Contractor has been hired to perform the following in painting both Corylus' located on the North
and South end of Main St in Tigard. Painting will be done by rollers and use of ladders.
Work to Perform:
• Power wash and clean both sculptures
• Protect landscaping around the sculpture.
a Contractor will be responsible for replacing all damaged landscape
o Landscaping is to be covered by drop cloths
• Hand sanding,abrasion and primer application on both sculptures
• Second washing of both sculptures
• Application of 2 coats (minimum) white Carboline 133HB catalyzed urethane to interior
surfaces of both sculptures
• Application of 2 coats (minimum) green Carboline 133HB catalyzed urethane to exterior
surfaces of both sculptures
• Site cleanup of both areas
o Restore landscape to original condition
o Remove and dispose of all debris
Timeline:
Work will be completed within 4 week of issuance of Notice to Proceed.
Cost
$9,860 includes all time and materials
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EXHIBIT A
SCOPE OF SERVICES
Contractor has been hired to perform the following in painting both Corylus' located on the North
and South end of Main St in Tigard. Painting will be done by rollers and use of ladders.
Work to Perform:
• Power wash and clean both sculptures
• Protect landscaping around the sculpture.
o Contractor will be responsible for replacing all damaged landscape
a Landscaping is to be covered by drop cloths
• Hand sanding, abrasion and primer application on both sculptures
• Second washing of both sculptures
• Application of 2 coats (minimum) white Carboline 133HB catalyzed urethane to interior
surfaces of both sculptures
• Application of 2 coats (minimum) green Carboline 133HB catalyzed urethane to exterior
surfaces of both sculptures
• Site cleanup of both areas
a Restore landscape to original condition
a Remove and dispose of all debris
Timeline:
Work will be completed within 4 week of issuance of Notice to Proceed.
Cost
$9,860 includes all time and materials
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Exhibit B
BRIAN BORRELLO, INC Contractors Proposal
Sculpture+ Design
5660A N Greeley Ave.
Portland,OR 97217
www.brianborrello.com
503-754-5595
'Sean Farrelly
Redevelopment Project Manager
City of Tigard/Town Center Development Agency
13125 SW Hall Blvd.
Tigard,OR 97223
503-718-2420
Hi Sean,
Thank you for considering me for repainting the pair of"Corylus"sculptures for downtown Tigard.
Please find my proposal for painting services enclosed:
Scope of Work
• Powerwashing and cleaning sculptures
• Protection of landscape surfaces around sculptures
• Complete hand sanding all sculptures'surfaces
• Abrasion to bare metal @ any areas of visible signs of rust or corrosion,and area primed with
epoxy primer
• Second complete washing
• Paint application on sculpture model based upon committee's selected new color(s) for the
Corylus gateway sculptures.*See encl: paint color selection
• Application of 2 coats (minimum)white Carboline 133HB catalyzed urethane to interior surfaces
• Application of 2 coats (minimum) green Carboline 133HB catalyzed urethane to exterior surfaces
• Clean area and restore landscape to original condition.
• Timeline: estimated completion,4 weeks from deposit recv'd.
Estimated cost: $9860.00
Terms: 1/3 down, 1/3 upon white coating complete,and 1/3 upon completion of sculpture
painting and site restoration.
I look forward to the opportunity to create for you.
Thank you,
Brian Borrello
Mailing address:
Brian Borrello Inc.
PO Box 17040
Portland,OR,97217
Contract#
CITY OF TIGARD,OREGON
AGREEMENT FOR SERVICES RELATED TO
CORYLUS FAINTING
THIS AGREEMENT made and entered into this 12'of September,2019 by and between the City of
Tigard,a municipal corporation of the State of Oregon,hereinafter called"City",and Brian Borrello,Inc
Sculpture + Design,hereinafter called"Contractor",collectively known as the"Parties."
RECITALS
WHEREAS,Contractor has submitted a quote to City to provide specific painting services;and
WHEREAS, Contractor is in the business of providing specific painting services and is aware of the
purposes for which City requires the services;
THEREFORE,the Parties agree as follows:
1. SERVICES TO BE PROVIDED
Contractor agrees to provide services related to repainting of two Corylus'on Main St as detailed
in Exhibit A—Scope of Services and by this reference made a part hereof.
2. EFFECTIVE DATE AND DURATION
This Agreement is effective upon the date of execution and expires on December 31,2020,unless
otherwise terminated or extended. All work under this Agreement must be completed prior to
the expiration of this Agreement.
3. COMPENSATION
City agrees to pay Contractor an amount not exceeding Nine Thousand Eight Hundred Sixty and
No/100 dollars ($9,860.00) for performance of those services described herein,which payment
be based upon the following applicable terms:
A. Payment will be made in installments of 1/3 upon issuance of Notice to Proceed, 1/3
upon approval of white coating complete and remaining upon approved completion of
painting and restoration of site.
B. Payment will be made in installments based on Contractor's invoice, subject to the
approval of the City Manager,or designee,and not more frequently than monthly. Unless
otherwise agreed, payment will be made only for work actually completed as of the date
of the invoice.
C. Payment by the City released City from any further obligation for payment to Contractor
for services performed or expenses incurred as of the date of the invoice. Payment may
not be considered acceptance or approval of any work or waiver of any defects therein.
D. Contractor may not permit any lien or claim to be filed or prosecuted against the City on
any account of any labor or material furnished.
E. Contractor will pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
F. Contractor must make payments promptly, ad due, to all persons supplying labor or
materials for the performance of the work provided for in this Agreement
G. Contractor will pay employees at least time and a half pay for an overtime worked in excess
of 40 hoursin any one work week except for individuals under the contract who are
excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from
receiving overtime.
H. The City certifies that sufficient funds are available and authorized for expenditure to finance
costs of this contract during the current fiscal year. Appropriations for future fiscal years is
subject to budget approval by the City Council.
4. ASSIGNMENT/DELEGATION
Neither party may assign, sublet or transfer any interest in or duty under this Agreement
without the written consent of the other and no assignment has any force or effect unless and
until the other party has consented. If City agrees to assignment of tasks to a subcontract,
Contractor is fully responsible for the acts or omissions of any subcontractors and of all
persons employed by them. Neither the approval by City of any subcontractor not anything
contained herein creates any contractual relation between the subcontractor and City. The
provisions of this Agreement are binding upon and will inure to the benefit of the parties to
the Agreement and their respective successors and assigns.
5. SUBMITTING BILLS AND MAKING PAYMENTS
All notices and bills will be made in writing and may be given by personal delivery,mail or fax.
Payments may be made by personal delivery,mail,or electronic transfer. The following addresses
will be used to transmit notices,bills,payments,and other information:
Attn: Sean Farrelly Attn: Brian Borrello
Address: 13125 SW Hall Blvd. Address: 5660A N Greeley Ave
Tigard, OR 97223 Portland OR 97217
Phone: (503) 718-2420 Phone: (503) 75 .5595
Email: sean ti�ard-or. ov Email: brian�,brianborrello.co
6. ACCESS TO RECORDS
City will have access to such books,documents,papers and records of Contractor as are directly
pertinent to this Agreement for the purpose of making audit, examination, excerpts and
transcripts.
7. TERMINATION WITHOUT CAUSE
At any time and without cause, City has the right in its sole discretion to terminate this
Agreement by giving notice to Contractor. If City terminates this Agreement pursuant to this
paragraph, City will pay Contractor for services rendered to the date of termination.
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8. TERMINATION WITH CAUSE
A. City may terminate this Agreement effective upon delivery of written notice to Contractor,
or at such later date as may be established by City,under any of the following conditions:
1) If City funding from federal, state, local, or other sources is not obtained and
continued at levels sufficient to allow for the purchase of the indicated quantity of
services. This Agreement may be modified to accommodate a reduction in fiords.
2) If federal or state regulations or guidelines are modified, changed, or interpreted in
such a way that the services are no longer allowable or appropriate for purchase under
this Agreement.
3) If any license or certificate required by law or regulation to be held by Contractor,its
subcontractors, agents, and employees to provide the services required by this
Agreement is for any reason denied, revoked, or not renewed.
4) If Contractor becomes insolvent, if voluntary or involuntary petition in bankruptcy is
filed by or against Contractor,if a receiver or trustee is appointed for Contractor,or if
there is an assignment for the benefit of creditors of Contractor.
Any such termination of this agreement under paragraph (A) will be without prejudice to
any obligations or liabilities of either party already accrued prior to such termination.
B. City, by written notice of default (including breach of contract) to Contractor, may
terminate the whole or any part of this Agreement:
1) If Contractor fails to provide services called for by this Agreement within the time
specified, or
2) If Contractor fails to perform any of the other provisions of this Agreement, or fails
to pursue the work as to endanger performance of this Agreement in accordance with
its terms, and after receipt of written notice from City, fails to correct such failures
within ten (10) days or such other period as City may authorize.
The rights and remedies of City provided above related to defaults (including breach of
contract) by Contractor are not exclusive and are in addition to any other rights and
remedies provided by law or under this Agreement.
If City terminates this Agreement under paragraph (Ii), Contractor will be entitled to receive
as full payment for all services satisfactorily rendered and expenses incurred, provided, that
the City may deduct the amount of damages,if any,sustained by City due to breach of contract
by Contractor. Damages for breach of contract include those allowed by Oregon law,
reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal.
9. FORCE MMEURE
Neither City nor Contractor will be considered in default because of any delays in completion
and responsibilities hereunder due to causes beyond the control and without fault or
negligence on the part of the parties so disenabled, including but not restricted to, an act of
God or of a public enemy, civil unrest,volcano, earthquake, fire, flood, epidemic, quarantine
restriction, area-wide strike, freight embargo, unusually severe weather or delay of
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subcontractor or supplies due to such cause;provided that the parties so disenabled will within
ten (10) days from the beginning of such delay, notify the other patty in writing of the cause
of delay and its probable extent. Such notification will not be the basis for a claim for
additional compensation. Each party will,however,make all reasonable efforts to remove or
eliminate such a cause of delay or default and will, upon cessation of the cause, diligently
pursue performance of its obligation under the Agreement.
10. HAZARDOUS MATERIALS
Contractor will comply with all federal Occupational Safety and Health Administration
(OSHA) requirements and all Oregon safety and health requirements. In accordance with
OSHA and Oregon OSHA Hazard Communication Rules, if any goods or services provided
under this Agreement may release,or otherwise result in an exposure to,a hazardous chemical
under normal conditions of use(for example,employees of a construction contractor working
on-site), it is the responsibility of Contractor to provide the City with the following
information: all applicable Safety Data Sheets,the identity of the chemical/s,how Contractor
will inform employees about any precautions necessary,an explanation of any labeling system,
and the safe work practices to prevent exposure. In addition, Contractor must label, tag, or
mark such goods.
11. NON-DISCRIMINATION
Contractor will comply with all federal,state,and local laws,codes,regulations,and ordinances
applicable to the provision of services under this Agreement,including,without limitation:
A. Title VI of the Civil Rights Act of 1964;
B. Section V of the Rehabilitation Act of 1973;
C. The Americans with Disabilities Act of 1990, as amended by the ADA Amendments Act
(ADAAA) of 2008 (Pub L No 101-336);and
ORS 659A.142,including all amendments of and regulations and administrative rules, and all
other applicable requirements of federal and state civil rights and rehabilitation statutes,rules
and regulations.
12. INDEMNITY
Contractor agrees to indemnify and defend the City, City's officers, employees, agents and
representatives from and against all liability,claims,costs,demands,judgments,penalties,and
causes of action of any kind or character, or other costs or expenses incidental to the
investigation and defense thereof, of whatever nature, resulting from or arising out of the
activities of the Contractor or its subcontractors, agents, or employees in performance of this
contract, except, however, that the foregoing will not apply to liability that arises out of the
City's,its officers, employees, agents and representatives sole negligence If any aspect of this
indemnity is found to be illegal or invalid for any reason whatsoever,such illegality or invalidity
does not affect the validity of the remainder of this indemnification.
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13. INSURANCE
Contractor must maintain insurance acceptable to City in full force and effect throughout the
term of this contract. Such insurance will cover risks arising directly or indirectly out of
Contractor's activities or work hereunder.
The policy or policies of insurance maintained by the Contractor must provide at least the
following limits and coverages:
A. Commercial General Liability Insurance
Contractor will obtain, at contractor's expense, and keep in effect during the term of this
contract,Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an "occurrence" form (CG 2010 1185 or equivalent). This coverage must
include Contractual Liability insurance for the indemnity provided under this contract.
The following insurance will be carried:
Coverage Limit
General Aggregate 2,000,000
Products-Completed Operations Aggregate 1,000,000
Personal&Advertising Injury 1,000,000
Each Occurrence 1,000,000
Fire Damage (any one fire) 50,000
B. Commercial Automobile Insurance
Contractor must also obtain., at contractor's expense, and keep in effect during the term of
the contract, Commercial Automobile Liability coverage including coverage for all owned,
hired, and non-owned vehicles on an "occurrence" form. The Combined Single Limit per
occurrence may not be less than$1,000,000.
If Contractor uses a personally-owned vehicle for business use under this contract, the
Contractor will obtain, at Contractor's expense, and keep in effect during the term of the
contract, business automobile liability coverage for all owned vehicles on an "occurrence"
form. The Combined Single Limit per occurrence may not be less than$1,000,000.
C. Workers' Compensation Insurance
The contractor, its Subcontractors, if any, and all employers providing work, labor, or
materials under this Contract that are subject employers under the Oregon Workers'
Compensation Law will comply with ORS 656.017, which requires them to provide
workers' compensation coverage that satisfies Oregon law for all their subject workers.
Out-of-state employers must provide Oregon workers' compensation coverage for their
workers who work at a single location within Oregon for more than 30 days in a calendar
year. Contractors who perform work without the assistance or labor of any employee
need not obtain workers' compensation coverage. All non-exempt employers must
provide Employers Liability Insurance with coverage limits of not less than $1,000,000
each accident.
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D. Additional Insured Provision
All policies aforementioned, other than Workers' Compensation and Professional
Liability, must include the City its officers, employees, agents and representatives as
additional insureds with respect to this contract.
E. Insurance Carrier Rating
Coverages provided by the Contractor must be underwritten by an insurance company
deemed acceptable by the City. All policies of insurance must be written by companies
having an A.M.Best rating of"A-VII" or better,or equivalent. The City reserves the right
to reject all or any insurance carrier(s) with an unacceptable financial rating.
F. Self-Insurance
The City understands that some Contractors may self-insure for business risks and the
City will consider whether such self-insurance is acceptable if it meets the minimum
insurance requirements for the type of coverage required. If the Contractor is self-insured
for commercial general liability or automobile liability insurance the Contractor must
provide evidence of such self-insurance. The Contractor must provide a Certificate of
Insurance showing evidence of the coverage amounts on a form acceptable to the City.
The City reserves the right in its sole discretion to determine whether self-insurance is
adequate.
G. Certificates of Insurance
As evidence of the insurance coverage required by the contract,the Contractor will furnish
a Certificate of Insurance to the City. No contract will be effective until the required
Certificates of Insurance have been received and approved by the City. The certificate will
specify and document all provisions within this contract and include a copy of Additional
Insured Endorsement. A renewal certificate will be sent to the below address prior to
coverage expiration.
H. Independent Contractor Status
The service or services to be rendered under this contract are those of an independent
contractor. Contractor is not an officer, employee or agent of the City as those terms are
used in ORS 30.265.
Y. Primary Coverage Clarification
The parties agree that Contractor's coverage will be primary to the extent permitted by law.
The parties further agree that other insurance maintained by the City is excess and not
contributory insurance with the insurance required in this section.
J. Cross-Liabft Clause
A cross-liability clause or separation of insureds clause will be included in all general liability,
professional liability,pollution and errors and omissions policies required by this contract.
A certificate in form satisfactory to the City certifying to the issuance of such insurance will
be forwarded to:
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City of Tigard
Attn: Contracts and Purchasing Office
13125 SW Hall Blvd.
Tigard, Oregon 97223
At the discretion of the City, a copy of each insurance policy, certified as a true copy by an
authorized representative of the issuing insurance company may be required to be forwarded
to the above address.
Such policies or certificates must be delivered prior to commencement of the work. The
procuring of such required insurance will not be construed to limit contractor's liability
hereunder. Notwithstanding said insurance, Contractor is obligated for the total amount of
any damage,injury,or loss caused by negligence or neglect connected with this contract.
14. ATTORNEY'S FEES
In the event of an action, suit of proceeding,including appeal,is brought for failure to observe
any terms of this Agreement, each party is responsible for that party's own attorney fees,
expenses,costs and disbursements for the action,suit,proceeding,or appeal.
15. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Contractor will comply with all applicable federal, state and local laws, rules and regulations
applicable to the work in this Agreement..
16. CHOICE OF LAW VENUE
The provisions of this Agreement are governed by Oregon Law. Venue will be the State of
Oregon Circuit Court in Washington County or the US District Court for Oregon,Portland.
17. ERRORS
Contractor will perform such additional work as may be necessary to correct errors in the
work required under this Agreement without undue delays and without additional cost.
18. EXTRA(CHANGES)WORK
Only the City's Project Manager for this Agreement may change or authorize additional work.
Failure of Contractor to secure authorization for extra work constitutes a waiver of all right to
adjust the contract price or contract time due to such unauthorized extra work and Contractor
will not be entitled to compensation for the performance of unauthorized work.
19. WARRANTIES
Contractor will guarantee work for a period of one year after the date of final acceptance of
the work by the owner. Contractor warrants that all practices and procedures,workmanship
and materials are the best available unless otherwise specified in the profession. Neither
acceptance of the work nor payment therefore relieves Contractor from liability under
warranties contained in or implied by this Agreement.
20. CITY OF TIGARD BUSINESS LICENSE
Contractor must obtain,prior to the execution of any performance under this Agreement,a City
of Tigard Business License. The Tigard Business License is based on a calendar year with a
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December 31 st expiration date. New businesses operating in Tigard after June 30th of the current
year will pay a pro-rated fee though the end of the calendar year.
21. CONFLICT BETWEEN TERMS
In the event of a conflict between the terms of this Agreement and Contractor's proposal,this
Agreement will control. In the event of conflict between a provision in the main body of the
Agreement and a provision in the Exhibits,the provision in the main body of the Agreement will
control. In the event of an inconsistency between Exhibit A and Exhibit B, Exhibit A will
control.
22. SEVERABILITY
In the event any provision or portion of this Agreement is held to be unenforceable or invalid
by any court of competent jurisdiction,the validity of the remaining terms and provisions will
not be impaired unless the illegal or unenforceable provision affects a significant right or
responsibility, in which case the adversely affected party may request renegotiation of the
Agreement and,if negotiations fail,may terminate the Agreement..
23. REPRESENTATIONS AND WARRANTIES
Contractor represents and warrants to the City that:
A. Contractor has the power and authority to enter into and perform this Agreement.
B. This Agreement, when executed and delivered, is a valid and binding obligation of
Contractor, enforceable in accordance with its terms.
C. Contractor (to the best of Contractor's knowledge, after due inquiry), for a period of no
fewer than six calendar years (or since the firm's inception if less than that) preceding the
effective date of this Agreement, faithfully has complied with:
1) All tax laws of this state,including but not limited to ORS 305.620 and ORS chapters
316, 317, and 318;
2) Any tax provisions imposed by a political subdivision of this state that applied to
Contractor, to Contractor's property, operations, receipts, or income, or to
Contractor's performance of or compensation for any work performed by Contractor;
3) Any tax provisions imposed by a political subdivision of this state that applied to
Contractor,or to goods,services,or property,whether tangible or intangible,provided
by Contractor;and
4) Any rules,regulations,charter provisions,or ordinances that implemented or enforced
any of the foregoing tax laws or provisions.
D. Any intellectual property rights or such delivered to the City under this Agreement, and
Contractor's services rendered in the performance of Contractor's obligations under this
Agreement, will be provided to the City free and clear of any and all restrictions on or
conditions of use, transfer, modification, or assignment, and be free and clear of any and
all liens, claims,mortgages,security interests,liabilities,charges,and encumbrances of any
kind.
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24. COMPLIANCE WITH TAX LAWS
Contractor represents and warrants that Contractor is, to the best of the undersigned's
knowledge,not in violation of any Oregon tax laws including but not limited to CARS 305.620
and ORS Chapters 316, 317,and 318. Contractor's failure to comply with the tax laws of this
state or a political subdivision of this state before the Contractor executed this Agreement or
during the term of this Agreement is a default for which the City may terminate this Agreement
and seek damages and other relief available under the terms of this Agreement or applicable
law.
25. COMPLETE AGREEMENT
This Agreement,including the exhibits,is intended both as a final expression of the Agreement
between the Parties and as a complete and exclusive statement of the terms. In the event of an
inconsistency between a provision in the main body of the Agreement and a provision in the
Exhibits, the provision in the main body of the Agreement will control. In the event of an
inconsistency between Exhibit A and Exhibit B,Exhibit A controls.
No waiver, consent, modification, or change of terms of this Agreement will bind either party
unless in writing and signed by both parties. Such waiver, consent, modification, or change if
made,will be effective only in specific instances and for the specific purpose given. There are
no understandings,agreements,or representations,oral or written,not specified herein regarding
this Agreement. Contractor, by the signature of its authorized representative, hereby
acknowledges that he/she has read this Agreement, understands it and agrees to be bound by
its terms and conditions.
IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized
undersigned officer and Contractor has executed this Agreement on the date hereinabove first written.
CITYIGt1RD s: BRIAN BORRELLO,INC
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By:Aa rite i Representative By:Authorized Contractor Representative
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Date Date
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EXHIBIT A
SCOPE OF SERVICES
Contractor has been hired to perform the following in painting both Corylus' located on the North
and South end of Main St in Tigard. Painting will be done by rollers and use of ladders.
Work to Perform:
• Power wash and clean both sculptures
• Protect landscaping around the sculpture.
o Contractor will be responsible for replacing all damaged landscape
o Landscaping is to be covered by drop cloths
• Hand sanding,abrasion and primer application on both sculptures
• Second washing of both sculptures
• Application of 2 coats (minimum) white Carboline 133HB catalyzed urethane to interior
surfaces of both sculptures
• Application of 2 coats (minimum) green Carboline 133HB catalyzed urethane to exterior
surfaces of both sculptures
• Site cleanup of both areas
o Restore landscape to original condition
o Remove and dispose of all debris
Timeline:
Work willbe completed within 4 week of issuance of Notice to Proceed.
Cost
$9,860 includes all time and materials
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Exhibit B
BRIAN BORRELLO, INC Contractors Proposal
Sculpture+ Design
5660A N Greeley Ave.
Portland,OR 97217
www.brianborrello.com
503-754-5595
Sean Farreliy
Redevelopment Project Manager
City of Tigard/Town Center Development Agency
13125 SW Hall Blvd.
Tigard,OR 97223
503-718-2420
Hi Sean,
Thank you for considering me for repainting the pair of"Corylus"sculptures for downtown Tigard.
PIease find my proposal for painting services enclosed:
Scope of Work
• Powerwashing and cleaning sculptures
• Protection of landscape surfaces around sculptures
• Complete hand sanding all sculptures'surfaces
• Abrasion to bare metal @ any areas of visible signs of rust or corrosion,and area primed with
epoxy primer
• Second complete washing
• Paint application on sculpture model based upon committee's selected new color(s) for the
Corylus gateway sculptures.*See encl:paint color selection
• Application of 2 coats (minimum)white Carboline 133HB catalyzed urethane to interior surfaces
• Application of 2 coats (minimum)green Carboline 133HB catalyzed urethane to exterior surfaces
• Clean area and restore landscape to original condition.
• Timeline: estimated completion,4 weeks from deposit recv'd.
Estimated cost:$9860.00
Terms: 1/3 down, 1/3 upon white coating complete,and 1/3 upon completion of sculpture
painting and site restoration.
I look forward to the opportunity to create for you.
Thank you,
Brian Borrelia
Mailing address:
Brian Borrello Inc.
PO Box 17040
Portland,OR,97217