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4902
KRAZAN & ASSOCIATES INC
Goods & Services - UV Treatment Facility Testing
Engineering
LEG 12-1
03/26/2010
06/30/2011
05/Ol/2011
Comments: & Inspection Services
GOODS AND SERVICES AGREEMENT
With Krazan and Associates Inc for the
Bremerton UV Treatment Facility Testing and Inspection Services
THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and Krazan
& Associates, Inc. ("Vendor"), whose mailing address is: 1230 Finn Hill Rd NW, Suite A— Poulsbo, WA 98370
The parties agree as follows:
VENDOR SERVICES. The Vendor shall provide the following goods and materials and/or perform the following services for the
City:
Testing and special inspection services for and in conformance with the Bremerton UV Treatment Facility and Site
Preparation contracts as listed in Attachment A.
2. TIME OF COMPLETION. This contract shall expire on June 30, 2011.
COMPENSATION. The City shall pay the Vendor on a time and materials basis in accordance with the fees shown in
Attachment A. Inspecrions shall be paid on a portal to portal basis, unless specifically noted otherwise, plus any applicable Washington
State Sales Tax, for the goods, materials and services contemplated in this Agreement. This agreement shall not exceed $20,000.00 unless
approved in writing by the City of Bremerton.
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 Ag1'eement or otherwise, and Vendor shall be liable to the City
for any addirional 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 responsibie 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, 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.
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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 ternunates 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 deternunes, 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 ( l4) calendar days of the date Vendor lrnew or should have
Imown of the facts and events giving rise to the requested change. If the City detennines 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 deternrine 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 anykhing required by a change order, another written
order, or an oral order from the City, including any direction, instruction, inteipretation, or detemunation by the City, the
Vendor shall:
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 informarion:
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 deternuned.
e. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is
asserting a schedule change or disnzption.
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 deternunes that a
protest is valid, the City will adjust payment for work or time by an equitable adjushnent. No adjushnent will be made
for an invalid protest.
B. Vendor's Dut�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.
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C. Vendor's Acce�tance of Changes. 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 clauns 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 Consritutes 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 d'uections, 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 detemunation).
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 otheiwise, shall be conclusively deemed to have been waived by the Vendor unless a tunely 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,
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 facts giving rise to the claim. At a minimum, a Vendor's written claim must include the information set forth
regarding protests in Secrion 7(A)(2)(a)-(e).
FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL
BE AN ABSOLUTE WANER 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 worlananship 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 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 corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction.
9. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officer, o�cials, 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
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of indemnificarion.
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 properiy 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 IMMiJNITY 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 secrion shall survive the expiration or ternunation of this Agreement.
10. INSURANCE. The Vendor shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to
persons or damage to properly 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 Cerrificate of Insurance evidencing:
Automobile Liabilitv insurance with limits no less than $1,000,000 combined single lunit per accident for bodily injury
and property damage; and
Commercial General Liabili_ty 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
shall include but not be limited to: blanket contractual; products/completed operarions/broad formproperty 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 (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 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 insurance as respects the City and the City shall be given thirty (30) days prior written
notice by certified mail, rettirn receipt requested, of any cancellation, suspension or material change in coverage.
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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 obligarions 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. 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, sexual
onentation, national origin, or the presence of any sensory, mental, or physical disability, discrimuiate 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. Governin� Law. This Agreement shall be governed and construed in accordance with the laws of the State of
Washmgton. 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 under the jurisdiction, venue and niles of the Kitsap County Superior Court,
Kitsap County, Washington.
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I.
Attorne 'sy 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 own legal costs and attorney's fees incurred in defending or bringing such claun or
lawsuit; however, nothing in this subsecrion shall limit the City's right to indemnification under Secrion 9 of this
Agreement.
Written Norice. All communications regarding this Agreement shall be sent to the parties at the addresses listed below,
unless otherwise notified. Any written notice shall become effecrive 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: Krazan and Associates Inc.
Attn: Jeff Bowers
Notices to be sent to:
City of Bremerton
Attn: Ned Lever
1230 Finn Hill Rd NW, Suite A
Poulsbo, WA 98370
K.
L.
3027 Olympus Drive
Bremerton, WA 98310
Assi ent. Any assignment of this Agreement by the Vendor without the written consent of the City shall be void.
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.
Severabilitv. If any one 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.
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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 fornung 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:
Krazan and Associates Inc.
By: �
Print Nam : eff Bowers
Its: Construcrion Services Mana�er
Date: �� - 2-G • 2-fl /v
Crl�• of Bremertai
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CITY:
City of Bremerton
B : C._. , //� �G'1^
Y
Print Name: Phil Williams
Its: Director of Public Works and Utilities
Date:
APPROVED AS TO FORM:
By: /
Bremert City Attorney
ATTEST:
,
By: �:2'2.. ,�
City erk
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ATTACHMENT A
� � -
=�� & ASSOCIATES, INC.
GEOTECHNICAL ENGINEERING • ENVIRONMENTAL ENGINEERING _
CONSTRUCTION TESTING AND INSPECTIONS
February 24, 2010 KA Proposal No. P10-029P
Mr. Ned Lever, P.E. Phone: 360 473-2398
City of Bremerton -
3027 Olympus Drive FAX: 360-473-5398
Bremerton, WA 98310 E-Mail: Nlever@ci.bremerton.wa.us
RE: CONSTRUCTION TESTING AND INSPECTION SERVICES
UV Treatment Facility, Site Work and Building
Bremerton, WA
Dear Mr. Lever:
We greatly appreciate and thank you for the opportunity to submit this Proposal and Agreement for Testing and -
Inspection services for the above referenced project at the specific rates as stated below. Should you have any
questions, please feel free to contact me directly. I look forward to working with you.
The fee charges for projects under this Agreement are: -
With Twelve Offices Serviug the Western United States
Poulsbo O�ce: 1230 Finn Hill Rd NW Ste. A• Poulsbo, WA 98370 •(360) 598-2126 e Fax: (360) 598-2127
KA Proposai No. P10-029P
W Treatment Facility
Page No. 2
Notes:
o Services will be performed on a"time and materials" basis. Any total estimates provided are merely estimates and are not a
guaranteed ma�cimum price. All inspections performed will be billed on a portal to portal basis unless specifically noted
otherwise. Twelve (12) hours notice of canceilation required on all jobs.
Please feel free to call me at 360-598-2126 with any questions.
Respectfully submitted,
KRAZAN & ASS IATES, INC.
Jeffre owers
Poulsbo Branch Manager
Peninsula Division
Krazan & Associates, Inc.
With Offices Serving The Westem United States