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HomeMy WebLinkAbout4575 Vendor Subject Department Status Code Amount Begin Date End Date Review Date Insurance Comments Contract Number 4575 HD FOWLER COMPANY Ductile Iron Pipe - 2006 Facilities PUR File Class LEG 12-1 $ 08/24/2006 10/31/2006 02/15/2008 GL $ AL $ E&O $ Insurance Total $ Insurance Review Date See contract for pipe costs Vault 01/01/2008 GOODS AND SERVICES AGREEMENT THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and HD Fowler Company ("Vendor"), whose mailing address is: 4590 State Hwv 3. Bremerton, WA 98312 The parties agree as follows: 1. VENDOR SERVICES. The Vendor shall provide the following goods and materials and/or perform the following services for the City: Provide a minimum of 2,250 lineal feet of CLASS 52 DUCTILE IRON PIPE. Bid price will be fixed and in force from date of bid opening through December 31, 2006. Pipe will be ordered as needed. Orders may consist of mixed quantities of 4" to 24" diameter pipe. Pipe will be delivered to ~~~?W7:~gJ~~jli~Ij~~'llrRo~g,Bre!;B'~Ngm, or alternate site specified at the time an order is placed. DUCTILE IRON PIPE Ductile Iron Pipe shall conform toAW.W.A Standards ANSI A21.50-81 and A2.51- 85 for pipe thickness and class noted. Pipe length shall be nominal eighteen feet (18'). Joints shall be "push-on" type with gasket rings similar and equal to "TYTON", meeting AW.W.A Standards A21.11. Pipe lining shall be Portland Cement mortar or approved equal conforming to AW.W.A, Standard A21.4. 2. TIME OF COMPLETION. Vendor shall complete the work and provide all goods, materials and services within 30 calendar days from the date all parties have signed this Agreement. DELIVERY Time stipulated by Contractor shall be the length of time from when the order is placed and when it will be delivered. Delivery time must be confirmed a minimum of 48 hours before delivery. Deliveries will be accepted Monday through Friday, exclusive of city holidays, between the hours of 7:30a.m., and 3:00p.m. 3. COMPENSATION. The City shall pay the Vendor the total amount of the Ductile Iron Pipe GOODS AND SERVICES AGREEMENT--Page 1 of 8 purchased, including applicable Washington State Sales Tax, for the goods, materials and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: . Four Inch (4") Six Inch (6") Eight Inch (8") Twelve Inch (12") Eighteen Inch (18") Twenty-four Inch (24") Class 52 Ductile Iron Pipe $ 9.71 per foot 8.6% $ 10.17 per foot 8.6% $ 14.00 per foot 8.6% $ 23.16 per foot 8.6% $ 39.98 per foot 8.6% $ 57.45 per foot 8.6% Sales Tax Sales Tax Sales Tax Sales Tax Sales Tax Sales Tax A. Defective or Unauthorized Work. All materials are subject to inspection and approval at the plant of manufacturer and at the point of delivery. All defective materials will be removed by, and at, Contractor's expense immediately upon notification by City Representative. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services by Agreement or otherwise, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct the cost to complete this Agreement, including any Additional Costs, from any and all amounts due or to become due the Vendor. 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 disability 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 for good cause. "Good cause" shall include, without limitation, anyone or more of the following events: A. The Vendor's refusal or failure to supply a sufficient number of properly skilled workers or proper materials for completion of this Agreement. B. The Vendor's failure to complete this Agreement within the time specified in this GOODS AND SERVICES AGREEMENT--Page 2 of 8 Agreement. C. The Vendor's failure to make full and prompt payment to subcontractors or for material or labor. D. The Vendor's failure to comply with federal, state or local laws, rules or regulations. E. The Vendor's filing for bankruptcy or becoming adjudged bankrupt. If the City terminates this Agreement for good cause, the Vendor shall not receive any further monies due under this Agreement until the goods, materials and services required by this Agreement are completed and fully performed. 6. CHANGES. The City may issue a written change order for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that a change order is necessary, Vendor must submit a written change order request to an authorized agent of the City within fourteen (14) calendar days of the date Vendor 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 Vendor'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 Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the change order work upon receiving either a written change order from the City or an oral order from the City before actually receiving the written change order. If the Vendor fails to require a change order within the time allowed, the Vendor waives its right to make any claim or submit subsequent change order requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment the Vendor must complete the change order work; however, the Vendor may elect to protest the adjustment as provided below: A. Procedure and Protest bv the Vendor. If the Vendor disagrees with anything required by a change order, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor shall: 1. Immediately give a signed written notice of protest to the City; 2. Supplement the written protest within fourteen (14) calendar days with a written statement that provides the following information: a. The date of the Vendor'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, of the protested work and how that GOODS AND SERVICES AGREEMENT--Page 3 of 8 estimate was determined. e. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. 3. The Vendor 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 Vendor's records needed for evaluating the protest. The City will evaluate all protests, provided the procedures in this 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. Vendor's Duty to Complete Protested Work. In spite of any protest, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. C. Vendor's Acceptance of Chanqes. The Vendor 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 Vendor 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 Vendor 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 Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). 7. CLAIMS. The Vendor shall give written notice to the City of all claims other than change orders within fourteen (14) calendar days of the occurrence of the events giving rise to the claims. 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 Vendor 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 Vendor knew, or should have GOODS AND SERVICES AGREEMENT--Page 4 of 8 , . known, of the facts giving rise to the claim. At a minimum, a Vendor's written claim must include the information set forth regarding protests in Section 6(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. Vendor 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 vendor shall correct all defects in workmanship and materials as stated in Ductile Iron Pipe Manufacturer Company's Warranty and service policy as provided. 9. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officer, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attomey fees, arising out of or in connection with the performance of this Agreement. Vendor's obligation to indemnify shall not extend to that portion of damages caused by the City's sole negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these 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 Vendor and the City, its officers, officials, employees, agents and volunteers, the Vendor's liability hereunder shall be only to the extent of the Vendor's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES 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. 10. INSURANCE. The Vendor may be required to provide insurance coverage and certificates of Insurance in a form acceptable to the City Risk Manager. 11. MISCEllANEOUS. A. Licenses and Taxes. Vendor shall possess a current Bremerton Business License and any regulatory license required to fulfill Vendor's obligations under this contract. B&O taxes shall be paid when due, and Vendor, by this agreement, assigns any GOODS AND SERVICES AGREEMENT--Page 5 of 8 . . payments due under this contract to the City Clerk for payment of such taxes which have been declared delinquent. B. Conflict and Precedence. In the event of a conflict between the contract documents, the document which rates higher on the following list shall take precedence: 1. Addenda, if any, 2. Contract, 3. Specifications, 4. Terms and Conditions, 5. Contractor's proposal. C. Documents Incorporated by Reference. The following documents are incorporated by reference, to include, but not be limited to: 1. Terms and Conditions, 2. Specifications, 3. Proposal, and 4. Non-Collusion Affidavit. D. Nondiscrimination. In the hiring of employees for the performance of work under this Agreement the Vendor, its subcontractors, or any person acting on behalf of Vendor 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 who is qualified and available to perform the work to which the employment relates. E. Compliance with Laws. Vendor shall comply with all federal, state and local laws, rules and regulations throughout every aspect in the performance of this Agreement. F. Work Performed at Vendor's Risk. Vendor 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 Vendor's own risk, and Vendor 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. G. Governinq 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 Vendor under any of the provisions of this Agreement, resolution of that dispute shall be available exclusively underthe jurisdiction, venue and rules of the Kitsap County Superior Court, Kitsap County, Washington. H. Attorney's Fees. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall be responsible for payment of its GOODS AND SERVICES AGREEMENT--Page 6 of 8 . . 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 9 of this Agreement. I. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed below, 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 in this Agreement. Notices to be sent to: Notices to be sent to: VENDOR: CITY: Attn: Frank Duke HD Fowler Company 4590 State Hwv 3 Bremerton. WA 98312 Attn: Puchasinq Manaqer City of Bremerton 345 Sixth Street. Suite 600 Bremerton, WA 98337-1873 J. Assiqnment. Any assignment of this Agreement by the Vendor without the written consent of the City shall be void. K. 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 Vendor. L. Severability. If anyone or more sections, sub-sections, or sentences of this 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. M. Entire Aqreement. 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 Agreement shall prevail. GOODS AND SERVICES AGREEMENT--Page 7 of 8 '. . I IN WITNESS WHEREOF, the parties below have executed this Agreement. VENDOR CITY: HD Fowler Company City of Bremerton BY:~~ prin~e: H1.A~" DuKt Its: Date: ~-2.~'" ob BY:~ . /. Print Name: CA-"'7 B 'P 2.- €:"HfI9Id Its: I'P/A~/L- Date:. f1~" -~ - APPROVED AS TO FORM: J ATTEST: By: City R\Legal\Legal\Contracts\PUBLlC WORKS\Ductile Pipe Front End Contra t.doc GOODS AND SERVICES AGREEMENT--Page 8 of8