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HomeMy WebLinkAbout4864 , Contract Number: 4864 , Vendor: � HYDRO TECH INTERNATIONAL Subject: Goods/Services - Clean/Inspect Reservoir 4 Liner/Cover Department: Water Resources File Class: LEG 12-1 Begin Date: 11/25/2009 End Date: 12/31/2009 , � Review Date: 02/15/2011 Vault Date: O1/O1/2011 Camments : , ' ` GOODS AND SERVICES AGREEMENT Cleaning and Inspection of Reservoir 4 Liner and Cover THIS AGREEMENT is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and Hydro Tech International ("Vendor"), whose mailing address is: 283632 Hwy 101 Port Townsend, WA 98368 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: a. b. c. d. Clean and remove sediments from the bottom of Reservoir 4— estimated 2 days. If sediment is accumulated beyond the lowest part of the floor then additional cleaning may be required. This work will be conducted only after consultation and verbal authorization from the City and will not exceed 2 days. Clean the Reservoir 4 cover of accumulated silt and debris — estimated 2 days. Inspect the interior services and structwes and prepare report which will include a DVD video and text document with still photos. Perform any needed repairs in the polypropylene liner or cover — this work will be conducted only after consultation and verbal authorization from the City on an hourly basis as described in section 3 and will not exceed 8 hours. e. All diving services will be conducted according to the standazd operating procedures in Attachment A. 2. TIME OF COMPLETION. Vendor shall complete the work and provide all goods, materials and services by De,cember 31, 2009 and will submit invoice before January 8, 2010. 3. COMPENSATION. The City shall pay the Vendor the total amount not to exceed $23,127.80, 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: 2 days removing sediments 2 days clean cover Inspection, video, and report Total authorized work 8.6% sales tax Tota1 with tax $5,400.00 $5,400.00 1 500.00 $12,300.00 1 057.80 $13,357.80 Additianal services after authorization from the Citv may include: Up to 2 additional days interior cleaning $5,400.00 Up to 8 hours repairs at $450/hr $3.600.00 Total additional after authorization $9,0�0.00 8.6% sales tax 774.00 $9,770.00 This contract wiil not exceed $23,127.80 including sales tax. A. Defective or Unauthorized Work. 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 incuned 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 a11 amounts due or to become due the Vendor. 4. INDEPENDENT CONTRACTOR Contractor is and shall be at a11 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 a11 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, any one 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 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 complete with federal, state or local laws, rules or regulations. E. The Vendor's filing for bankruptcy or becoming adjudged bankrupt. If the City ternvnates this Ageement 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 rime 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 deternune the equitable adjustmern as it d�ms 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 ele�t to protest the adjustment as provided below: A. Procedure and Protest by the Vendor. Ifthe 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 sha11: 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 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. The Vendor sha11 keep complete records of extra costs and time incuned as a result ofthe 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 eyuitable adjustment. No adjustment will be made for an invalid protest. B. Vendor's Dutv to Comolete 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 Chanses. 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 deternunation). 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 deternunation). 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 Ageement or otherwise, sha11 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 i fl no such provision is applicable, untess 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 facts giving rise to the claim. At a minimum, a Vendor's written claim must include the information set forth regarding protests in Section 7(A)(2)(a) FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE T'IlVIE ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIlVIS ARISING IN ANY WAY FROM TI-IE FACTS OR EVENTS SURROUNI.)ING 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 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 compteted and accepted by the City. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time, the City may complete the conections and the Vendor shall pay all costs incuned by the City in order to accomplish the correction. 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 attorney 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 deternune 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 concunent 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 ofthe Vendor's negligence. IT IS FURTI�R SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITU IES THE CONSULTANT'S WAIVER OF IIVIMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. TI-� 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 shall procure and maintain for the duration ofthis 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 of Insurance evidencing: Automobile Liabilitv insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liabilitv insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate for personal injury, bodily injury and property damage. Coverage sha11 include but not be limited to: blanket contractual; productslcompleted operarions/broad form property damage; and 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"occurrence" basis except professional liability insurance (ifrequired), 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 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 a11 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 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 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 current Bremerton Business License and any regulatory license required to fulfill Vendor's obligations under this contract. B&O taxes sha11 be paid when due, and Vendor, by this agreement, assigns any payments due under this contract to the City Clerk for payment of such taaces 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: Terms and Conditions, 2. Specifications, � E. F G. � I. J 3. Proposal,and 4. Non-Collusion Affidavit. 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, sexual orientation, 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. Comnliance with Laws. Vendor shall comply with all federal, state and local laws, rules and regulations throughout every aspect in the performance of this Agreement. 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 ofthis 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. 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 Vendor under any of the provisions of this Agreement, resolurion ofthat dispute sha11 be available exclusively under the jurisdiction, venue and rules ofthe Kitsap County Superior Court, Kitsap County, Washington. Attornev's Fees. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each parly sha11 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 9 of this Agreement. Written Notice. All communications regarding this Agreement sha11 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: VENDOR: Hydro Tech International 283632 Hwy 101 Port Townsend, WA 98368 Notices to be sent to: CITY: City of Bremerton Public Works and Utilities 100 Oyster Bay Ave N Bremertoq WA �98312 Attn: Marcus Harvey, Owner Attn: Kathleen Cahall, Water Resources Mgr Assignment. Any assignment of this Agreement by the Vendor without the written consent of the City shatl 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. M. Severabilitv. If any one or more sections, sub-sections, or sentences of this Agreement are held to be unconstitutional or invalid, that decision sha11 not affect the validity ofthe remaining portion of this Agreement and the remainder shall remain in full force and effect. Entire Ag;reement. 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 sha11 not be construed as fornvng 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 WI1'NESS WHEREOF, the parties below have executed this Agreement. VENDOR: Hydro Tech international a " Print Name: Its: �i,J �'I p ! Date: e� y Av 4 CITY: City of Bremerton B /� �2T.U---_ Print Name: l�,� (a.� � � 1 � A� j its: �I.� �-' Cd_. �; ►'e 't�r _ Date: 7 / f Zg�� � APPROVED AS TO FORM: B. B erton Ci ttorney ATTEST: B �' c�c cte Attachment A GOODS AND SERVICES AGREEMENT Cleaning and inspection of Reservoir 4 Liner and Cover The following Operating procedures will be followed in the cleaning and inspection of Reservoir 4: Tasks 1) Remove any accumulated sediment from the bottom of the reservoir. Provide samples of sediments to the city — containers will be provided. 2) Inspect the polypropylene cover and liner. Inspect seams with dye for leaks. Visually inspect for tears, punctures, or other damage: ■ liner joints ■ seams - determine if there are any signs of unbounded sections or "fish mouths" (i.e. irregular contact surface between the top liner and the bottom liner in a seam) ■ mechanical attachment of the liner to the concrete at the upper sections of the concrete wall/panel and any other areas where batten strips were used to attach the liner to concrete. � mechanical seals (i.e. at liner interface with inlets, outlets, ramps, or other appurtenances) � visible portions of the liner - look for any indication that support for the liner is being eroded or removed, e.g. signs of depressed areas. • tensioning system 3) Repair identified leaks in the liner or cover. 4) Remove accumulated sediment and debris from the top of the liner. 5) Provide written report in electronic format and a video of the work. Diving Specifications: ■ All diving operations will be conducted by certified commercial divers who have graduated from an ACDE Approved Commercial Diving Course or have completed specialized military training. ■ All diving operations shall be conducted with surFace-supplied commercial grade equipment. ■ All diving operations shall be conducted utilizing a totally encapsulated diving dress, including diver hard hat with sealed neck dam and a dry suit in good repair. ■ The diver hard hat shall be equipped with operating voice communication to the surface ° The dive team shall consist of no less than a three-person team all of whom shall be certified commercial divers. Follow OSHA regulation diving practices 1910.401 —1910.441. All team members shall have current CPR and First Aid card and have had a complete diver physical in the last 12 months. ■ All diver equipment and any other equipment introduced into the water reservoir shall be dedicated to potable water operations and disinfected with a strong chlorine solution prior to entry into the reservoir according to AWWA Standard C652-02. ■ Dive contractor shall have available for examination copies of procedures manual, diver logbooks, and latest air testing report. ■ Dive team shall be equipped with live color video and live voice recording between the diver and the surface team. ■ Any chemicals used for dye testing must meet MSF International Standard 60.