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Vendor
Subject
Department
Status Code
Amount
Begin Date
End Date
Review Date
Insurance
Comments
Contract Number 4557
ABBEY CARPET
Carpet - Installation - Gold Mtn Golf Complex
Parks
PUR
$30797.87
06/01/2006
06/30/2006
02/15/2008
GL
AL
E&O
$2000000.00
$1000000.00
Insurance Total
Insurance Review Date
$3000000.00
11/1/2006
Vault 01/01/2008
AGREEMENT
(Page 1 of 7)
THIS AGREEMENT is entered into between the City of Bremerton, a Washington Municipal
Corporation ("City"), and f\\::b..ll.v., Gvf-F Or K.r~W\~"~;,",,\ ("Contractor"), who's mailing
address is ~~ ~'5 IL-;t-s~p tOct..-V{1 "B,~to'" I wo.. .q'l 31 d-
The parties agree as follows:
1.
the City:
CONTRACTOR SERVICES. The Contractor shall perform the following services for
Providing new carpet per specifications, installation of carpet per specifications and removal and disposal
of existing carpet.
2. TIM:E OF COMPLETION. Contractor shall complete the work within 15 calendar
days from the date of issuance ofthe City's Notice to Proceed.
3. COMPENSATION. The City shall pay the Contractor the total amount of
$ l3D ..,q7. 87 , plus any applicable Washington State Sales Tax, for the work and
services' contemplated in this agreement. The Contractor shall invoice the City monthly. The City will
pay for the portion of the work described in the invoice that has been completed by the Contractor and
approved by the City. The City payment shall not constitute a waiver of the City's right to final
inspection and acceptance of the proj ect.
A. Performance Bond. Pursuant to Chapter 39.08 RCW, the Contractor, shall
provide the City a performance bond for the full contract amount to be in effect
until sixty (60) days after the date of final acceptance, or until receipt of all
necessary releases from the State Department of Revenue and the State
Department of Labor and Industries and until settlement of any liens filed under
Chapter 60.28 RCW, whichever is later.
4. INDEPENDENT CONTRACTOR. Contractor is and shall be at all times acting as an
independent contractor and not as an employee of the City. The Contractor shall secure at its expense,
and shall be responsible for all payments of income tax, social security, state industrial insurance
compensation, unemployment compensation, and all other payroll deductions for the Contractor, officer,
agents, employees and sub-contractors. The Contractor shall also secure all applicable business licenses,
if required, in connection with the contract services, including all required licenses for Contractor's
officers, agents, employees and sub-contractors.
5. TERMINATION. The City may terminate this agreement without notice for good
cause. "Good cause" shall include, without limitation, anyone or more of the following events:
A. The Contractor's failure to supply sufficient skilled workers or suitable materials
or equipment.
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(Page 2 of 7)
B. The Contractor's failure to prosecute the work with such diligence as will ensure
its physical completion within the original physical completion time specified in
this Agreement and any extensions of time which may have been granted to the
Contractor by change order or otherwise.
C. The Contractor's failure to make full and prompt payment to subcontractors or
for material or labor.
D. The Contractor's disregard of federal, state or local laws, rules or regulations.
E. The Contractor's filing for bankruptcy or becoming adjudged bankrupt.
F. The Contractor disregards the authority of the City.
G. The Contractor performs work which deviates from the Contract, and neglects or
refuses to correct rejected work.
H. The Contractor's failure to provide continuous competent supervision.
1. The Contractor otherwise violates in any material way any provisions or
requirements of the contract.
If the City terminates this agreement for good cause, the Contractor shall not receive any monies
due under this agreement, if any, until the Contract work is completed.
6. CHANGES. The City may issue a written or oral work change directive for any change
in the Contract work during the performance of this agreement. If the Contractor determines, for any
reason, that a change order is necessary, Contractor must submit a written change order request to the
City's project manager within two (2) business days of the date the Contractor knew or should have
known of the facts and events giving rise to the requested change. If the City determines that the change
increases or decreases the Contractor's costs or time for performance, the City will make an equitable
adjustment. The City will attempt, in good faith, to reach agreement with the Contractor on all equitable
adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment
as it deems appropriate. The Contractor shall proceed with the change order work upon receiving either a
written or oral work change directive from the City or a change order from the City. If the Contractor
fails to require a change order within the time allowed, the Contractor waives its right to make any claim
or submit subsequent change order requests for that portion of the contract work. If the Contractor
disagrees with the equitable adjustment the Contractor must complete the change order work; however,
the Contractor may elect to protest the adjustment as provided below:
A. Procedure and Protest by the Contractor. If the Contractor disagrees with .
anything required by a written work change directive, oral work change directive
or change. order, including any direction, instruction, interpretation, or
determination by the City, the Contractor shall:
1. Give a signed written notice of protest to the City within one business
day;
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(Page 3 of 7)
2. Supplement the written protest within five (5) calendar days with a
written statement that provides the following information:
a. The date of the Contract's protest.
b. The nature and circumstances that caused the protest.
c. The provisions in this agreement that support the protest.
d. The estimated dollar cost, if any, ofthe protested work and how
that estimate was determined.
e. An analysis of the progress schedule showing the schedule
change or disruption if the Contractor is asserting a schedule
change or disruption.
The Contractor shall keep complete records of extra costs and time
incurred as a result of the protested work. The City shall have access to
any of the Contractor's records needed for evaluating the protest.
3. The City will evaluate all protests, provided the procedures in tIns
section are followed. If the City determines that a protest is valid, the
City will adjust payment for work or time by an equitable adjustment.
No adjustment will be made for an invalid protest.
B. Contractor's Duty to Complete Protested Work. In spite of any protest, the
Contractor shall proceed promptly with the work as the City has ordered.
C. Contractor's Acceptance of Changes. The Contractor accepts all requirements of
a change order by: (1) endorsing it, (2) writing a separate acceptance, or (3)
not protesting in the way this section provides. A change order that is
accepted by Contractor as provided in this section shall constitute full. payment
and final settlement of all claims for contract time and for direct, indirect and
consequential costs, including costs of delays related to any work, either covered
or affected by the change.
D. Failure to Protest Constitutes Waiver. By not protesting as this section provides,
the Contractor also waives any additional entitlement and accepts from the City
any written or oral order (including directions, instructions, interpretations, and
determination).
E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the
procedures_ of this section, the Contractor completely waives any claims for
protested work and accepts form the City any written or oral order (including
directions, instructions, interpretations, and determination).
7. CLAIMS. The Contractor shall give written notice to the City of all claims other than
change orders within fourteen (14) calendar days ofthe occurrence of the events giving rise to the claims.
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(Page 4 of 7)
Any claim for damages, additional payment for any reason, or extension of time, whether under this
agreement or otherwise, shall be conclusively deemed to have been waived by the Contractor unless a
timely written claim is made in strict accordance with the applicable provisions of this agreement; or, if
(and only if) no such provision is applicable, unless that claim is set forth in detail in writing and received
by the City within seven (7) calendar days from the date Contractor knew, or should have known, of the
facts giving rise to the claim. At a minimum, a Contractor's written claim must include the information
set forth regarding protests in Section 7.A.2.a.-e.
FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN
THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY
WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT
DELAY.
Contractor must, in any event, file any claim or bring any suit arising from or connected with this
agreement within 120 calendar days from the date the contract work is complete.
8. WARRANTY. The contractor shall correct all defects in workmanship and materials
pertaining to the installation of carpet within one year from the date of Contractor's acceptance of the
City's final payment under this contract. When defects are corrected the warranty for that portion of the
work shall extend for one year from the date such correction is completed and accepted by the City. The
Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from
the City of the defect. If the contractor does not accomplish the corrections within a responsible time, the
City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to
accomplish the correction. The Contractor shall be responsible for the warranty on the Carpet as so
indicated on the Bid Proposal Form.
9. INDEMNIFICATION. Contractor shall defend, indemnify and hold the City, its
officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages,
losses or suits including all legal costs and attorney fees, arising out of or in connection with the
performance ofthis agreement, except for injuries and damages solely caused by the City's negligence.
The City's inspection or acceptance of any of Contractor's work when completed shall not be
grounds to avoid any ofthese covenants of indemnification.
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, its
officials, employees, agents and volunteers, the Contractor's liability hereunder shall be only to the extent
of the Contractor's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS
INDEMNIFICATION CONSTITUTES THE CONTRACTOR'S WAIVER OF IMMUNITY UNDER
INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSE OF THIS
INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY
NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this agreement.
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(Page 5 of 7)
10. INSURANCE. The Contractor shall procure and maintain for the duration of this
agreement, insurance against claims for injuries to persons or damage to property that may arise from or
in connection with the performance of the Contract work by the Contractor, its agents, representatives,
employees or subcontractors.
Before beginning the work on the project described in this agreement, the Contractor shall
provide a Certificate of Insurance evidencing:
A. Automobile Liability insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
B. Commercial General Liability insurance written on an occurrence basis with limits no
less than $2,000,000 combined single limit per occurrence and $2,000,000 aggregate
for personal injury, bodily injury and property damage. Coverage shall include but
not be limited to: blanket contractual; products/completed operations/broad form
property damage; explosion, collapse and underground (XCD) if applicable; and
employer's liability.
Any payment of deductible or self insured retention shall be the sole responsibility of the
Contractor.
The City reserves the right to receive a certified copy of all the required insurance policies.
The City, its officials, employees, agents and volunteers shall be named as an additional insured
on the insurance policy, as respects work performed by or on behalf of the Contractor and a copy of the
endorsement naming the City as additional insured shall be attached to the Certificate of Insurance.
The Contractor's insurance shall contain a clause stating that coverage shall apply separately to
each insured against whom claim is made or suit is brought, except with respects to the limits of the
insurer's liability.
The Contractor's insurance shall be primary insurance' as respects the City, and the City shall be
given thirty (30) calendar days prior written notice by certified mail, return receipt requested, of any
cancellation, suspension or material change in coverage.
If this contract requires work to be performed in or on navigable waters, the Contractor shall
provide insurance written on an occurrence basis with limits no less than $2,000,000 combined single
limit per ,occurrence and $2,000,000 aggregate for claims made under the Longshoreman and Harbor
Workers Act and the Jones Act.
11. MISCELLANEOUS.
A. Nondiscrimination. In the hiring of employees for the performance of work
under this Agreement or any sub-contract hereunder, the Contractor, its sub-
contractors, or any person acting on behalf of such Contractor or sub-contra~tor
shall not, by reason of race, religion, color, sex, national origin, or the presence
of any sensory, mental, or physical disability, discriminate against any person
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(Page 6 of 7)
who is qualified and available to perform the work to which the employment
relates.
B. Compliance with Laws. Contractor shall comply with all federal, state and local
laws, rules and regulations throughout every aspect in the performance of this
agreement.
C. Work Performed at Contractor's Risk. Contractor shall take all precautions
necessary and shall be responsible for the safety of its employees, agents, and
subcontractors in the performance of this agreement. All work shall be done at
Contractor's own risk, and Contractor shall be responsible for any loss of or
damage to materials, tools, or other articles used or held for use in connection
with the work.
D. Nonwaiver of Breach. The failure of the City to insist upon strict performance of
any of the terms and rights contained herein, or to exercise any option herein
conferred in one or more instances, shall not be constructed to be a waiver or
relinquishment of those terms and rights and they shall remain in full force and
effect
E. Governing Law. This agreement shall be governed and construed in accordance
with the laws of the State of Washington. If any dispute arises between the City
and Contractor under any of the provisions of this agreement, resolution of that
dispute shall be available only through the jurisdiction, venue and rules of the
Kitsap County Superior Court, Kitsap County, Washington.
F. Attorney's Fees. To the extent not inconsistent with RCW 39.04.240, in any
claim or lawsuit for damages arising from the parties' performance of this
agreement, each party shall be responsible for payment of its own legal costs and
attorney's fees incurred in defending or bringing such claim or lawsuit; however,
nothing in this subsection shall limit the City's right to indemnification under
Section 10 of this agreement.
G. Written Notice. All communications regarding this agreement shall be sent to
the parties at the addresses listed on the signature page of this agreement, unless
otherwise notified. Any written notice shall become effective upon delivery, but
in any event three (3) calendar days after the date of mailing by registered or
certified mail, and shall be deemed sufficiently given if sent to the addressee at
the address stated on this agreement.
H. Assignment. Any assignment of this agreement by the Contractor without the
written consent of the City shall be void.
1. Modification. No waiver, alteration, or modification of any of the provisions of
this agreement shall be binding unless in writing and signed by a duly authorized
representative of the City and Contractor.
J. Severability. If anyone or more sections, sub-sections, or sentences of this
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(Page 7 of 7)
agreement are held to be unconstitutional or invalid, that decision shall not affect
the validity of the remaining portion of this agreement and the remainder shall
remain in full force and effect.
K. Entire Agreement. The written provisions and terms of this agreement, together
with any attached Exhibits, supersede all prior verbal statements by any
representative of the City, and those statements shall not be construed as forming
a part of or altering in any manner this agreement. This agreement and any
attached Exhibits contain the entire agreement between the parties. Should any
language in any Exhibit to this agreement conflict with any language contained in
this agreement, the terms of this agree.ment shall prevail.
IN WITNESS WHEREOF, the parties below have executed this agreement.
CONTRACTOR
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