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CHANGE Contract Transactions
Contract Number 4284
Vendor Name EDGE ANALYTICAL LABORATORIES
~Subject LABORATORY ANALYTICAL SERVICES
Department WATER RESOURCES
Status Code SVC
Amount
Begin Date 06/28/2002
Insurance End Date 12/31/2002
~ Type Amount Review Date 02/15/2006
GL $2000000.00
AL $1000000.00
+
~ Insurance Total $3000000.00
~ Insurance Review Date 04/01/2005
+
$Comments COMPENSATION IN CONTRACT/EXTEND TO 12/03 (P LUCAS 3/03)
NO AMENDMENT RECEIVED VAULT 01/01/2006
+
PURCHASED SERVICES AGREEMENT - t ~/~ ~
for Edge Analytical Laboratories
THISIS A CONTRACT for purchased services, made and entered into of
this,~ay
2002, by and between the City of Bremerton, hereinafter called City and
boratories, hereinat~er called "Contractor," referred to collectively as the
"Parties."
WHE1REAS, the purpose of this contract is to provide laboratory analytical services for
the City of Bremerton.
NOW, THEREFORE, in consideration of the terms and conditions contained herein,
and attached and incorporated and made a part hereof, the City and Contractor mutually agree
that Contractor shall provide laboratory services for the City of Bremerton as follows:
L Scold: The Contractor shall provide all performance of work for laboratory services,
including all labor, materials, equipment, supplies, and services necessary for and
reasonably incidental to the completion of all work as set out in the Scope of Work
attached as Exhibit A and incorporated herein by reference. The Scope of Work may be
modified only pursuant to Section VIII. D. of this Agreement. ffthe Scope of Work
provides for unspecified additional services the City may request, such services shall only
be performed upon the express, written request of the City. Contractor further represents
that the services furnished under this agreement will be performed in accordance with
generally accepted professional practices in effect at the time such services are
performed.
Term: This Agreement commences on the date of execution of this Agreement and
terminates on December 31, 2002 unless another date is substituted pursuant to Sections
VII. D. or~. ~-
~. Compensation: The City agrees to pay Contractor according to the prices listed in
the Edge Analytical Price Book 2002 described in Exhibit B attached as Exhibit C.
Contractor's charges and bills shall conform to the prices in Exhibit C. The
Contractor shall submit regular billing statements describing services rendered. Upon
receipt of a billing statement, the City shall promptly process payment.
Contractor shall not perform work beyond those requested by the City on Chain
of Custody forms, nor shall Contractor be compensated for such work, unless the amount
of compensation is modified pursuant to this Agreement. Any out-of-scope services
requested by and approved by the City Water Resources Manager shall be compensated
for at an amount to be agreed upon later.
Iv. Relationship of Parties: The parties intend that an independent contractor-employer
relationship will be created by this Agreement. As Contractor is customarily engaged in
an independently established trade which encompasses the specific service provided to
the City, no agent, employee, representative or sub-contractor of Contractor shall be or
shall be deemed to be the employee, agent, representative or sub-contractor oftbe City.
In the performance of the work, Contractor is an independent contractor with the ability
to control and direct the performance and details of the work, the City being interested
only in the results obtained under this Agreement. None oftbe benefits provided by the
City to its employees, including, but not limited to, compensation, insurance, and
unemployment insurance are available from the City to the employees, agents,
representatives, or sub-contractors of the Contractor. Contractor will be solely and
entirely responsible for its acts and for the acts of Contractor's agents, employees,
representatives and sub-contractors during the performance of this Agreement. The
City's administration and enforcement of this Agreement shall not be deemed an exercise
of managerial control over Contractor or its personnel. Contractor shall work under the
direction of the City's Water Resources Manager. The City may, during the term of this
Agreement, engage other independent contractors to perform the same or similar work.
v. 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 oftbe work hereunder and shall utilize all protection
necessary for that purpose. 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.
Vt Licenses & Taxes: Contractor shall possess a current Bremerton Business License
and regulatory licenses required to fulfill Contractor's obligations under this contract. As
an independent contractor, Contractor is responsible for payment of all taxes and
licensing fees necessary to perform its obligations under this Agreement. These taxes
and fees include but are not limited to State industrial insurance, B&O, and City business
licensing. If any taxes or fees due the City have been declared delinquent, Contractor, by
this agreement, assigns any payments due under this contract to the City Clerk for
payment of such taxes. The City may also withhold the delinquent amount, plus any
additional charges arising from the delinquency, from any payments due Contractor.
Insurance and Hold Harmless:
A__=. 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 Contractor's performance of this
ASreement, except for that portion of the injuries and damages 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 of these covenants of indemnification.
Should a court of competent jurisdiction determine that this A~'eement 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 mused by or resuking from the
concurrent negligence of the Contractor and the City, its officers, officials,
employees, agents and volunteers, the Contractor's liability hereunder shall be
only to the extent &the Contractor's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT
THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE
CONTRACTOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL
INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS
INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT
THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this
Asreement.
B. Insurance: The Contractor shall procure and maintain for the duration of the
Agreement, insurance against claims for injuries to persons or damage to property
which may arise from or in connection with the performance of the work
hereunder by the Contractor, its agents, representatives, employees,
sub-consultants, or sub-contractors.
Before beginning work on the project described in this Agreement, the Contractor
shall provide a Certificate of Insurance evidencing:
1. Commercial General Liability insurance written on an occurrence basis
with limits no less than $500,000 combined single limit per occurrence
and general 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 (XCU) if applicable; and employer's
liability; and
Any payment of deductible or self insured retention shall be the sole
responsibility of the Contractor.
All required policies shall be provided on an "occurrence" basis except
professional liability insurance (if required), which shall be provided on a
"claims-made" basis.
The City shall be named as an additional insured on the Commercial
General Liability insurance policy, as respects work performed by or on
behalf of the Contractor and a copy of tbe endorsement naming the City as
additional insured shall be attached to the Certificate of Insurance. The
City reserves the right to receive a certified copy of ail the require '/J~'~4ff~,~.
insurance policies.
The Contractor's Commercial General Liability 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) days prior written notice by certified
mail, return receipt requested, of any cancellation, suspension or material
change in coverage.
The City also reserves its unquaiified right to require at any time and for
any reason, proof of coverage in the form of a duplicate of the insurance
policy with all endorsements as evidence of coverage.
General Conditions:
A_~ Reports and Information: When requested by the City, Contractor shall furnish
periodic reports and documents on matters covered by this Agreement. The
reports and documents shall be furnished in the time and form requested.
Contractor shall maintain accounting records in accordance with Generaily
Accepted Accounting Principles (GAAP) to substantiate all billed information.
B_=. Entire A~r_ cement: This Agreement and its Exhibits constitutes the entire
agreement between the Parties, and the Parties acknowledge that there are no
other agreements, written or oral, that have not been set forth in the text of this
Agreement.
C_~. Sev,rability: Should any part of this Agreement be found void, the baiance of the
Agreement shall remain in full force and effect.
D. Modification: This Agreement may only be modified by written instrument
signed by both Parties.
E. Notices: Notices shall be in writing and delivered to the following addresses:
City Address Contractor Address
Kathleen Cahail Larry Wagner
Water Resources Manager Edge Analytical Laboratories
City of Bremerton Public Works and Utilities 11525 Knudson Road
3027 Olympus Drive Burlington, WA 98233
Bremerton, WA 98310
F._ Waiver: Failure to enforce any provision oft}ds Agreement shall not be deemed a
waiver of that provision. Waiver of any right or power arising out oft}ds
A~reement shall not be deemed waiver of any other right or power.
G__~ Comoliance with Llsws: Contractor shall comply with all applicable Federal,
State, and local laws in performing its obligations under this Agreement.
H. Choice of Law and Venue: This Agreement shall be interpreted according to the
laws of the State of Was}dngton. Any judicial action to resolve disputes arising
out oft}ds Agreement shall be brought in Kitsap County Superior Court.
I. Attorneys' Fees: To the extent not inconsistent with RCW 39.04.240, in any
claim or lawsuit for damages arising from the parties' performance oft}ds
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 VII oft}ds agreement.
J. Assi_munent: Any assignment oft}ds Agreement by the Contractor without the
written consent of the City shall be void. If the City shall give its consent to any
assignment, the terms oft}ds agreement shall continue in full force and effect and
no further assignment shall be made without the City's consent.
E~. Nondiscrimination: Contractor shall not discriminate in employment or services to
the public on the basis of race, color, national origin, sex, religion, age, marital status, or
disability, except for employment actions based on bona fide occupational qualification.
Termination: This Agreement may be terminated, at will, by either Party upon
ninety (90) days' notice to the other Party. This Agreement may be immediately
terminated for cause by a Party if the other Party substantially fails to perform through no
fault of the terminating Party, and the non-performing Party does not commence
correction of the failure of performance within five days of the terminating Party's
sending notice to the non-performing Party.
Upon termination, the City shall be entitled to copies of all Contractor's records and
data pertaining to performance under this contract. The City will pay Contractor for
services rendered up until the date of termination upon receipt of invoices substantiating
the extent of satisfactory services rendered.
XL Successors and Assigns: The City and Contractor each agree to be bound to the
other party in respect to all covenants, agreements, and obligations contained in this
contract. Neither party shall assign the contract in part or as a whole, without the written
consent of the other.
IN WITNESS WHEREOF the parties hereto have executed this Contract the date
and year indicated.
EDG/~ ANA~/~AL LABORATORIES
C~ DateC°~e~ / ~---
Dwe. p~valEugene Sam~D~ector
Public Works & Utilities
Approved as to form:
City Attorney
.~.ceived for Filing:
Kathleen McCluskey,ICity Clerk
Exhibit A Scope of Work
Purchased Services Contract with Edge Analytical Laboratories
Bremerton requests laborato~, supl3~t services for a variety of p~o~arns, incJu~ng drinicJng e~ater regula~ compliance,
Exhibit B Budget
Purchased Services Contract with Edge Analytical Laboratories
Analytical prices ~11 include sample containers and shippir)g He co~ainers to the City, laboratory analyas, data reporting, and QAJQC pmcedure~
B~ernedon will be r~pona b~e for the co~t of transportir~ samples to the laborato~.
Pfice~ fo~ analyses in calendar year 2{302 will not exceed the qumes attached as '~Edge Anayr~Jca12002 Price Book"
Exhibit C Edge 2002 Price Book