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HomeMy WebLinkAbout4709 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4709 MUSCO SPORTS LIGHTING LLC Replacement Light Fixtures - Lions Field Parks LEG 12-1 04/10/2008 06/30/2008 02/15/2010 01/01/2010 GOODS AND SERVICES AGREEMENT THIS AGREEMENT, is entered into between.the Cjty of Bremerton, a Washington Municipal Corporation ("City"), and MUs~ng~se mailing address is:,: ,"': . .DO Fie~ ~^'~ l~)o=a.~ [)sha.I~)~'1'7 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: Sports Cluster Green delivered to Lions Park. Inc,luded is: ,Factory-aimed and assembled luminaries, Contactor cabinet, Electrical component enclosure, Pole length wire harness and all mounting equipment. Baseball infield shall be - 30 Foot-candles and baseball outfield shall be -20 Foot-candles. Musco 10 Club Warranty, in~i~ding 10 years parts and 2 years labor. Light levels shall be a constant for 5,000 hrs. 2. TIME OF COMPLETION. Vendor shall complete the work and provide all goods, materials and services within 60 calendar days from the date all parties have signed this Agreement. 3. COMPENSATION. The City shall pay the Vendor the total amount of $65~~uding applicable Washington State Sales Tax, for the goods, materials and services contemplated in thisA~ree~ent. The City shall pay the Vendor the following amounts accordin~~ to the following schedule: Paid in full at completion of installation and working order of lights. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or '. ";' f' ,i , unauthorized goods, materials or servi<;es. If V endor 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 !T1aximum Aweement price specified above. The City further reserves its - !, , , ,,, , , right to dedu~t the cost to complete,~~i~ ,Ag~eel!l~nt, including any Additional Costs, from any and all amounts due or to , , . . , _ j , .', ; I \." '. ~ ". , , " ' I become due the Vendor. . :,': I ~ I; , " . ,'j ;.'.:1 , " j '\ . . ~ 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, ageriis', 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 offic;ers" agents, employees and. sub~contractors. 5. TERMINATION. The City may terminate this Ag~eementfor good cause. "Good cause" shall include, without limitation, any one or more of the following e~ents: l '\ I" ,:,' "1,1 A. The Vendor's refusal or failure to supplY: ~sufficient number of properly skilled workers or proper materials for completion of this Agreement. B. C. D. E. The Vendor's failure to complete this Agr~ement\;Vithin the time specified in this Agreement. The Vendor's failure to make full and,pron;tpt~ayment to subcontractors or for material or labor. The Vendor:s failure to complete ,with,fed~ral~ ,~tate or l()caII'clws, rules ?r regulations. . 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 Agre~ment 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 Citx within fourteen (14) calendar days of the date Vendor knew or should have - P, . known of the facts and events giving rise to the requested 'chang6..' 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'tmable 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 wtitteIf change order. If the Vendor fails to require a change order within the time allowed, the Vendor waives its right to make any claimbr'subrriitshbsequl.mt change order requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment the Vendor rriust 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 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 V erdor's prote~t.. b. The nature and ciro'tmst~Rcestl).ilt .caused the protest. c. The provi,sions in this Agr~ement that support the protest. d. The estimated dQllar cost, if any, (If the protested work and how that estimate was determined. e. An analysis of.the progr,~ss schedule showing the ,schedule change or disruption if the Vendor is asserting asched~le changeor:.disnlption. 3. The. Vendor shall keep,corrpleterep~rq~ of extra costs and time incurred as a result of the protested work. Thy City shall have access to any of t~eY~l1d<(r's re'iords 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 Dutv 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 Changes. The Vendor accepts all requirements of a change order by: (I) endorsing it, (2) writing a separate acceptance, or (3) not prbfestin:g in the way this section provides. A change order that is accepted by Vendor as provided in this section shil11 :coh~titUte 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. :, i . ,~. i ,." ".:. ! , :.;r.p....: ,J-;~ t' ',l', 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 bti concltisivelydeemed 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 known, of the fa~ giving rise to the claim. At a minimum, a Vendor's written claim must include the information set forth regarding protests in Section~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. V endor 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 within one year from the date of the City's acceptance of the Contract work. 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 qty. TI1,e Mel}d.or shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect.. If the V ~ndo.~};IRes.not accomplish the corrections within a reasonable time, the City may complete the corrections and the Vendor shall pay all costs i~curred by the City in order to accomplish the correction. 9. INDEMNIFICA TION. 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 attorney fees, arising out of or in connection with the performance of this Agreement. V endor~s obl}gation 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. " " <, : ~ .! I.' :. . ,'. . . IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES !.: }i);\ ",' " I ;14' ~ \ , ,', , " ...;. ",!'I~: ',' . 't ~';~! ' '.., THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE , ' . . PURPOSES OF THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HA VE MUTUALLY NEGOTIATED THIS WAIVER. ^ " ' The provisions of this section shall survive the expiration or termination of this Agreement. ;.: . ,:1"\1. 10. INSURANCE. The Vendor shall procure and maintainfor 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 Vendor, its agents, representatives, employees or subcontractors. Before beginning work on the project described in this Agreement, the Vendor shall provide a Certificate ofInsurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 ~ggregate for personal injury, bodily injury and property damage. Coverage .':.. shall include but not be limited to: blanket.pjptractual; products/completed operations/broad form property damage; and '; ~. . , .; ~ ~ . ;: , . l . ' employer's liability. Any payment of deductible or self insured retention shall be the sole responsibility of the Vendor. All required policies shall be provided on an,"oc,currence:: basis exc~ptprofessionalliability insurance (if required), which shall be i : - :_~ J ! provided on a "claims-made" basis. ...i. ',.~ . The City shall be natped as an additional insured on ~e C()mmercial General Liability insurance policy, as respects, W9,~~ performed by or on behalf of the Vendor and a copy of the'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 all the required insurance policies. The Vendor'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 Vendor's insurance shall be primary insl1.rance a~respects tht: City and the City shall be given thirty (30) days prior writteq notice by certified mail, return receiptreque~ted, of:~,ny pancellation, suspension or material change in coverage. ::;' :1. q, I The City also reserves its unqualified 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. 11. MISCELLANEOUS. A. Licenses and Taxes. Vendor shall possess a cti~rent Bremerton Business License and any regulatory license requiredto fulfill Vendor's obligations under, this contract.,. B&O taxes shall be paid when due, and Vendor, by this agreement, assigns any payments due under this contract to. the City Clerk for payment of such taxes which have been declared delinquent. ,: . . '., B. Canflict and Precedence. In the event af a canflict between the cantract dacuments, the dacument which rates higher an the fallawing list shall take precedence: I. Addenda, if any, 2. Cantract, '. .,'( 3. Specificatians, ,; ~: , ' 4. Terms and Canditians, , 0, 5. Cantractar's propasal. C. Dacuments Incarparated by Reference. The fallawing dacuments are incarparated by reference, to. include, but nat be limited to.: I. Terms and Canditians, ' . 2. Specificatians, 3. Propasal, and 4. Nan-Callusian Affidavit. D. Nandiscriminatian. In the hiring af emplayees far the perfarmance af wark under this Agreement the Vendar, its subcantractars, ar any persan acting an behalf af Vendar shall nat, by rea san af race, religian, calar, sex, sexual arientatian, natianal arigin, ar the presence q~ any! sensary, mental, ar physical disability, discriminate against any perspn who. is qualified and available to. perfarm the wark to. which the emplayment relates. E. Campliance with Laws. Vendqr shall camply with all federal, state and lacallaws, rules and regulatians thraughaut every aspect in the performance af this Agr~ement. .; ',', :,j ,'. F. Wark Perfarmed at Vendar's Risk. Vendar shall.take all precautians necessary and shall be respansible far the safety af its emplayees, agents, and subcantractars in the perfarmance af this Agreement. All wark shall be dane at Vendar's awn risk, and Vendar shall be respansible far any loss af ar.damageta materials, taals, ar ather articles used ar held far use in cannectian with the wark. "", '"{.j G. Gaverning Law. This Agreement shallbegaverned and cans trued in accardance with the laws af the Statedf Washingtan. If any dispute arises between the City and Vendor under any af the provisians af this Agreement, resalutiori af that dispute shall be available exclusively under the jurisdictian, venue and rules af the Kitsap Caunty Superiar Court, Kitsap Caunty, Washingtan. H. Attarney's Fees. In any claim ar lawsuit for damages arising from the parties' perfarmance af this Agreement, each party shall be responsible far payment af its awn h~gal casts and attarney's fees incurred in defending or bringing such claim ar , ' .., ., lawsuit; hawever, nathing in this subsectian shall limit the City's right to. indemnificatian under Sectian 9 af this Agreement. , , ! ~" . I. Written Natice. All cammunicatiaris t~ga;:dl~g'this Agreement shall be sent to. the parties at the addresses listed belaw, unless atherwise natified. Any written notice ~hall became effective upan delivery, but in any event three (3) calendar days after the date af mailing by registered or .certified '1Iail, and shall be deemed sufficiently given if sent to. th~ addressee at ,the address stated in this Agr~~rnent. Natices to. be sent to.: Natices to. be sent to.: " ~,; , VENDOR: CITY: Attn: WVIf B",./Le" #"-...... City of Bremerton. ,; ~? tP ~z) I-eho B, V P Bremerton, W A 98337 Attn~~ =:p ~ I J. Assignment. 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. ',';. "'1" .' 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 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 Agreement shall prevail. IN WITNESS WHEREOF, the parties below have executed this Agreement. VENDOR: CITY: ~ ~ L.l.~ I ',j , ;' ~ APPROVED AS TO FORM: t' By: :/ \.' . ATTEST: By 4:t~~] City lerk !f -""