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4930
NORTHWEST LANDSCAPE SERVICE
SR 304 TO Missouri Gate signal/Charleston Beach Road
Engineering
LEG 12-1
8/1/2010
8/1/2011
6/1/2011
Comments :
GOODS AIVD SERVICES AGREEMENT
THIS AGRELMENT, is entered into between the Gity af Bremerton, a Washington Municipal Gorporation ("City"), and
Northwest Laudscape Services ("Vendur"), whose mailing address is: P.O. Box 864, Woodinville, W A 98072.
'I'he parties agree as follows:
1. VENDOR SERVICES. The Vendor shall provide the following goods and materials and{or perfonn the following services for the
csr
Loeat'lon: Project location is on SR 304 from the SR 3/SR 304 interchange [o the Missouri Gate signal and a planted bed on
Charleston Beach Road located behind Clift's Cycle.
Specifications:
The City of Bremerton shall provide traffic rontrol for work performed on the median strip. This is expected to be
for one day each month.,
Work performed on the, sides of the road sl�all utilize DOT-approved signage and coning to secure vehicles and
individuals working on the shouldcr and planting beds of the road. 5aid signage and coning shall be completed by
the Contractor.
See attachment titled "Schedule A Specifications" for additional specifications.
2. TI1�lE OF COMPLETION. Vendor shall complete the work and prnvide all goods, materiats and services within over the
calendar year starting on August l, 2010 and ending August. l, 2011. 7'his contract may be extended for one additional year at the City's
discretion and in agreement with the vendor.
3. COMPENSATION. The City shalt pay the Vendor the total amount of $19,508.90, including applicable Washington State Sales
Tax, for the goods, materials and services contemplated in this Agreement over the course of one (1) year. The City shall make A moutlily
payment of $1,625J4 to the Vendor to completion of the year.
A. Defective or Unauthorized Work. The City reserves its right to w�thhold payment from Vendor for any defeciive or
unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of dus Agreement,
the City may obtain the goods, materiats or services by Agl'eei118t1t or otherwise, and Vendor shal! bc liable to the.City
for any additional costs incurred by the City. "Additional costs" sliall mean all reasonable costs, including legal iosts ac�d
attorney fees, incurred by diz'City beyond tlse maximun� Agreement price specified above. 'fhe City further reserves.its
right to deduct the cost to complete this Ageemeat, including any Additional Costs, fro�n any and all amounts due or to
becon�e due the Vendar.
4. INDEEENDENT CONTRACTOR. Contractor is and shali bc at all times acting as an independent contractor and not as an
employee of the City. The ConCractor.shall secure at its expense, and shall tie responsible for all payments of income tas, 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 applicabte business licenses, if required, in conuection w'rth the coutract
services, including all required licenses for Contractor's o�cers, agents, employees aud sub-contractors.
5. TERMINATION. The City may ternunate this Agreement for good cause. "Good cause" shall include, without limitation, any
otic or more of the following events:
A. Tl�e Vendor's refusal or failw•e to supply a sufficient number of properly skilled �vorkers or proper materials for
complet�on of this Agreement.
B. The Vcndor's failure to complete this Agreemeni within tlic time specified in ihis A��eement.
C. The Vendor's failure to make full a�id prompt payment to subcontractors or for material or labor.
D. The Vendor's failure to complete witli federal, state or local laws, iules or regulations.
E. The Veiidor's filing for bankruptcy or becoming adjudged bankrupt.
lf the City terminates this A�reement for good cause, the Vendor shall not receive any further mouies due under this Agreement
untii the goods, materials and services reqmred by this Agreement are coinpleted and fully perfonned.
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. lf the Vendor determ'v�es, for any reason, that a change order is necessary, Vendor must submit a
written change order request to an authorized agent af 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 decennines that the chauge incieases or decreases die Vendor's
costs or time for performance, the City will rnake an equitable adjustrnent. The City will attempt, in good faith, to reach agreement with the
Vendar on all equitable adjusm�ents. However, if the parties ar� unable to agree, the City will deternune 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
orai order from the City before actually receiving the written change order. If the Vendor fails to require a change order withiu die time
allowed, die Vendor waives its right to make any claim or submit subsequent chflnge order requests for that portion of tlie cnntract work. If
the Vendor �iisagrees with the equitable adjustment the Vendor must complete the change order work; however, the Vendor may elect to
protest the adjusmient as provided belo�v:
A. Procedure and Protest by the Vendor. If the Vendor disagrees with anything required by a change order, another written
order, or an oral order frorn the City, inc luding any direction, mstrucrion, interpretatiun, or determination by tl�e City, the
Vendor shall:
1. Inunediately bive a signed written notice of protest to tiie City;
2. Supptement the written protest withiii fourteen ( l4) calendar days with a written statement that provides the
following infannation:
a. T'he date of the Vendor's protest.
b. The nahue attd circumstances that caused the protest.
c. The provisions in diis Agreement tl�at support the protest.
d. The estimated dollar cost, if atty, of the protested work and how that estimate �vas determined.
e. An analysis of the pragress schedule showing the schedule chanbe or disruptinn if the Vendor is
assertu�g a schedule cliange or disruption.
3. The Vendor shall keep complete records of extra costs and time incurred as a result of the protested �vork. 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 foliowed. It'the City determines tliat a
protest is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made
for an utvalid protest.
B. Vendor's Du to Complete Protested Work. In spite of any pratest, 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: (1) endorsing it, (2)
writing a separate acceptance, or (3) not protestiug in the way dus section provides. A change order that is accepted by
Vendor as provided in this section shall canstitute full payment and final settlement of all claims for contract time and for
direct, indirect and consequential eosts, including costs of delays related to any work, either covered or affected by the
chan�;e.
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, insm►ctions, interpretations, and
detennittation).
E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of tlus section, the Vendor
completely waives any clain�s for protested work and accepts from the City any �i�itten or oral order (including
directions, instnictions, interpretatious, and deternunatiai).
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 occurreuce of the events giving rise to the claims. Any claim for damages, addirional payment for any reason, or extension of
time, whether under this Agreement or othenvise, shall be conclusively deenied to have been waived by the Vendor unless a rimely written
claim is inade iu 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 hy 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 Vend�r's written claim must include the information set forth
regarding protests in Section 7(A)(2)(a)-(e).
FAILUI�E TO PR�VIDB A COMALBTE, WRl"TTEN NOTIFICATION OF GLAIM WITHW THE TIME ALLOWED SI-IALL
BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FAG'I'S OR EVENTS SURROUNDING THAT
CLAIM OR CAUSED BY THAT DELAY.
Vendar must, in any event, file any claun or bring any suit arisin� 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
accepiance of the Contract work. When defects are corrected, the warranty for that portion of the work shall extend for one year fi�om Qie
date such correction is completed and accepted by die City. The Vendor shaU begin to correct any defects �vid�ui seven (7) calendar days of
its receipt of notice from che City of Qie defect. If the Vendor does not accoinplisl� the conections within a reasonable time, the City may
complete the corrections and the Vendor shall pay all costs incurred by the Ciry n� order to accomplish the conection.
9. 1NUEMN7FICA'CtON. Vendor shall defend, indemnify and hold the City, its ot�icer, officials, employees, agents and volunteers
harniless from any and all claims, injwies, damages, losses or suits, including all legal costs and attorncy fees, arising out of or in
cannection with the performanee of this Agreement. Vendor's obligation to indemnify shall not extend ta that portion ofdamages caused by
the City's sole negligence.
The City's inspectiou ur acceptance of any of Vendor's work when completed shall nnt be grounds to avoid any ofthese covenants
of indemnification.
Should a coiut of competent jurisdiction detemune that this Agreement is subject to RCW �3.24.115, then, in the event of liability
for damages arising out of bodily injury to persoiu or damages to property caused by or resulting from the concurrent neglige�ice of the
Vendor and the City, its officers, ofticials, employees, agents and vohmteers, the Vendor's liability hereunder shall be only to the extent oC
Qie Vendoi's negligencr.
IT IS FtJRTHFR SPECIFICALLY AND EXPRESSLY UNDERS7'OOD THAT THIS 1NDEMNIFICATION C'ONSTITLJTES
THE CONSULTANT'S WAtVER UF IMMUNI`TY UNDER 1NDUSTRIAL INSURANCL•', TI'fLE 51. RCW, SOLELY POR THE
PUI2POSES OF THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED
TIiIS WANER.
17ie provisions of tlus section shall survive the expiration or tennination of this Agreement.
10. INSUItANCE. The Vendor shall procure and maintain for the duration of this Agreement, insw�ance against claims for injuries to
persons or darnage to property that may arise from or in connection with the perforn�ance of the Contract work.by the Vendor its agents,
representarives, empioyees or subcontractors.
Befure beginning work un the project described in this A�reenient, the Vendor shall provide a Certificate oflnsuiance evidencuig:
1. Automobile Liabilitv insurance with limits no less than $1,000,000 combined single limit.per accident for bodily injwy
and property ciamage; and
2. Commercial General Liabilitv insurance written on an occurrence basis with,limits no less than $1,OOU,000 combiued
single limit per occurrence and $2,000,000 aggregate for personal injury, bodily injury and property damage. Coverage
shall include but not be li►nited to: blanket contractual; products/completed operations/broad form properry damage; and
employer's liability.
Any payment of deductibic or self insured retention shall be the sote responsibility of the Veridor.
All required policies shall be provided on an "occurrence" basis except professional liability u�surance (if required), which shall be
provided on a "claims-made" basis.
The City shall be named as an additianal insured on the Commercial Ge�ieral C,iability insurance policy, as respects work
perfornied by or on behalf of the Vendor'and a copy of the endorsement nanung the City as additional insured shall be attached to
the C:ertificate of insurance. 7'he City reserves the right to receive a certified copy,of,all the.required insurance.policies.
The Vendor's Commercial General Liability inswaace shall contaui a clause stating that coverage shall apply separately to eacli
insured against whom claun is made or suit is brought, except with respects to the.limits of the insurer's liabitity.
The Vendor's insurance shall be primury insurance as respects the Ciry-and the City siiali be given thirty (30) days prior �vritten-
notice by certified mait, retuin receipt requested, of any cancellation, suspension or material change in coverage.
The City also reserves its unqualified ri�ht to require, at any time and for any, rea'sou, proof of coverage in the forn� of a duplirate
of the insurance policy with all endorsements as evidence of coverage.
11. MISCELLANEOUS.
A. Licenses and Taxes. Vendor shall possess a ciurent Brernerton Business License and any regulatory licei�se required to
fulfill Vendor's obligations under diis contract. B&O taxes shall be paid when due, and Vendor, by this agreement,
assibns any payments due under this contract to the City Clerk for payment of such taxes which have been declared
delinqueni.
B. Conflict and Precedence. In the event of a conflict between the contract documents, the document which rates higher on
tl�e following list shall take precedence:
1. Addenda, if any,
2. Contract,
3. Specifications,
4. Terms and Conditions,
S. Contractor's proposal.
C. Documents Incorporated by Reference. The following doc�unents are incorporated by reference, to include, but not be
limited to:
1. Terms and Ga�ditious,
2. Speciftcations,
3. Proposal, and
4. Non-Collusion Af�idavit.
D. Nondiscrimination. In the hiring af employees for the perfom�ance of work under this Agreement the Vendor, its
subcontractors, or any person acting on behalf of Vendor shall not, by reason of race, religion, colar, sex, sexual
orientation, natianal origin, or the presence of any sensory, mental, or physical disability, discriminate against auy person
who is qualified and available to perfotm the work to which the employment relates.
L. Compliance �vith Laws. Vendor shall comply with all federal, state aud local laws, rules and regulations duoughout
every aspect in the perfom�ance of this Agreement.
F. Work Performed at Vendor's Risk. Vendor shall tal:e all precautions necessary and shall be responsible far the safeiy of
its employees, a�ents, and subcontractors in the perforn�ance of this Agreement. All work shall be done at Vendor's own
risk, and Vendor shall be respo��sible for any loss of or damage to materials, tools, ar other articles used or held for use in
connection with the work.
G. Governing Law, Tliis Agreement shatl be govemed and construed in accordance with the laws of the State of
Washington. If airy dispute arises between the City and Vendor under any of the provisions ofthis Ageement, resolution
of that dispute shall be available exclusively under the jurisdiction, venue and rules of the Kitsap County Superior Court,
Kitsap County, Washington.
H. Attorneys Fees. In any clairn or lawsuit for damages arisuig from the parties' perforn�ance of this Agreement, each party
shall be responsible for payment of its own legal costs and attomey's fees incurred iu defending or bringing such claim or
lawsuit; however, nothing ir� this subsection shall limit dte City's right ta 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 de(ivery, but in any event three (3) calendar
days after the date of mailing by registered or certified mail, and shall be deemed suffciently given if sent to the
addressee at the address stated in this Agreement.
C:�
L.
Notices to be sent to:
VENDOR: Northwest Landscape Services
Atm: Mike Paulsen
P.O. Box 864
Woodinville WA 98072
m�keo(c�nlswa.com
Notices to be sent to:
CITY:
Attn: Gunnar Fridriksson
3027 Olympus Drive
Bremerton,.WA 98310
gunnar. fridril:sson�c�i,.ci. bremerton. wA. us
Assignment. Any assignment of this Agreement by-the Vendor widiout the written coi�sent 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 Vendoe.
Severabilitv. If any one or more sections, sub-sections, or sentences af this Agreement are held to be uncanstitutional or
invalid, that decision shall nnt aftect the validity of the remaining portion of this Agreement and the remainder shall
remain ir► full force and effect.
M. Entire Agreement. The written provisions and terms of this Agreement, together with any attaci►ed Exltibits, supersede
all prior verbal statements by any representative of the Gity, and those statements shall not be construed as formin� a part
of or altering in any maluier this Agreemeut. 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 coutained in this
Abreement, the terms of tlus Agreement shall prevail.
IN WI"TNESS WHER�OF, the parties below have executed this Agreement.
VEND�R:
Northwest L dscape Services
By:
Print Name:
�
tts: nt►�
Date. 7� at T� 1 U
CITY:
City of Bremerton
13y:�7�( �_ •
Print Namel��
It5:._L,�1 �i v: wi
APPRO O F�RM:
By: /
rem on Ciry Attorney
ATTEST:
�
By:
Ci Clerk
`i(ii:l'tiFt:.�!' � \ti!)'�t �I'I..`i1'.St� l� t�5
SGNEDULE 'A' SPECIFtCAT10NS
Maintenance Activity Schedule
City of Bremerton
BEO ACTIVtTY Jan Feb Mar A��r May Jun !ui Aut,� Seu �Ct Nov Uec f ti
trJeedinyiRakmc� 2 2 4 4 5 4 5 5 4 4 2 2 42
Weea S�.�ray X X X x X X X X
Fe�tti�zati0n X X K X X X X
I�re-emeryent X X X X
Prune Grounrlcovet & X X X X k X X
5hruhs
Pr�n� Trees X X y X� X x X X �
Licter PiCk-up E A G N V 1 S I T
IRRIGATION ,Ian Fab Mr�r Ap� May Jun Jui Au�j 5e�� Ort Nav Dec "rn
On t(?ff E7N UN C7FF �FF
hlon�tor�Ad�ust M Q iv 1 T O R! A D J U 5 T
V�ti3t ! iilt � � � (, l'�t�,f Li'1 �^?•!tti tCt -•
S�� c:�r•���.a�r•io:�s �ok t_.��1>sc:t���: I��I.aT`�r���:�ntt�t:
"t'�cLS, ti�iRV�s, ��c C�kcii��� C'otisL�t
Fcrtili;,afiurr
:• `1'rec,, shrut�s, �tn�l �*roun�icvv�rs {.i" �.ili��c:r �7r lc:ss) ���il) be fertiliz�il in a unif�riu
manner as necdecl to inaurc a hcalihv appc:arance. :� 51o�tr-relea�c typ� mixture �ilat
c�ntains a balanred formula �vill be uaed. f�ertilirer �vill Ue applie�i to all tr�es, �l�rut�s
.ind �roun�ico��er; in pruper i�rc�pr�rticm t� siz� ai�d clensit}�.
llisc�u.ce cur l�r.�er. C�rr trul
•:• Aerii�dic in;pection� wi11 h�; madc {'or inclications csf clis�a:;c� or inicstaciau. Dia�no�is
�nd ren��dies ���i(i be communicateil ta thc Ownes�iMana�;er tivith a pcor�sal Iar
corrrct�vc acUOn.
PrtutinA
❖ Trees and shrubs ti�at do nat exc�ed 12' in hei�!ht �vill b� p+•uned to main[aiti natural
shal�c and b7l�nce. Dis��ed ana danlag�d �ro�arth .�ill l�e remc��.•e�.
•3 Cirot�»c� ca�'cr an� shrub� will be t��immed or shrarucl from Marcla through Septembir la
xnaintain natural sha��c an�l I�unetion as needed to pri�vidc ihe desired appearance.
Ciroun�l �overs will be trin�i��e�l to rn��intain a cicar edge atc�n� t�ie laaundarizs c>f desired
�Y•o�c�th, Resuitin� debris ��ill be rc:n�avcd fr�m sitc.
❖;�ll shrubs ���ill be tnaint�ni��ccl in ihe sl�ape and appearaiace that czisircl ��izen tiie
C."nntr:�ct�r acquired the sitc �inlesti �>tiicr�vis�, a�reed upon by �-lcftlendtim.
{6'ec�r! Ct�►ttr�!
•:• 1'lanter I3eds �4�ill E�e �4��ccicd r�y� hand ��r t!u•aut}i tl�t u,e ui' a p�.�;t h�rbicicle a�
nucded t<> i��aintaa❑ a neat and cl�an ��pa�earc�itce. 1're l�ert�icide;s �iiil hc:
applied twe� times per }�car in �ill o}��n b��i ��raas Co assist i» bed �reed conirul.
\{ii: i i;�� L� 1 i.'.'�:3�t ',1'i `+i t;1 Pt ��,ti
t��:�r•.R.a;. 11�ti�!v�rr:�
ri���r ���r���r„�
•:• t3c;ds ��-i11 l�c iakc:d �v3i���e t►o �rounslci��c.r �ri,t; tc� n7uii�t<7i» a neat ancl ric:ai�
appearan�c pc:r Schc�rl�ilc� �-!. Duri��g ra�h � 'I511 1�)l�l'tltlll t�� t�1C Q()Ci1 IICII �}. �� ill h�
illfillllillti4'lI, i'f7�UIU11� tll 17111CtC4i1 f'ufl ii�aint�na�it� r�.�tatic��ls.
•:• W�edii�� �� ill be pertc�r«ied ��cr .S'c�lar�rlul�� : t to u�aint�in a cl�an ap{��aranct�.
:• �t�'eed 5pra��in� .vill �c d�mt ��•it}i a post-e.mer4�ent herbiciJe. I're-em�r�*cnt Iterbicicic:s
���ill be applied as necded i» i��(arc;l� and Oct�jber to liclp controt +4ec;d gccmi�iatiun.
•:• A slaw rcleas� tcrtili��r mixt��r� thai contai��s a balanced 1�rmula �vill lac used in all
b�ds. Fertiliz�r ivili he appli��cl te� all �i�rubs and �*ruun�iet�vers i�.i pre�per propc►rtii�n to
sizc. and dr�»sity.
Hcrrrd W��teri�r�
•:• liar�d watzrin� will bc: pei•fc�ri»eci as i�eedecl 3x ��er u�cek, a�td up tu 12 ��'�eks rer th�
Schc:cfulc ;-1.
Ner�l Sr�rfuces
•:• All �valks, }�atic�s, dr;vewZys a�zd entries �3�ill be in�.chanically tleaned c�f s�arcjenin�
debri;; rc-sultia2� f"rom (�`nntractc�r'� la�td�caping attivities.
•:• l�ard surf��ce, will bc insPect�d tor �rack evecds, cl�e»>iraily' sprayed tl�en re��n�,u�d
manually.
I.itter Cuntrr�! cmd Gc�ne�ra! I�a�pectiur�
•:• 1�?urin� eael� �isit, all maintainect Iri�iclscape are�ti �vithin d�� sccs��e �f this r�mtrari �vii{
be �ali�:cel fc�r littcr aiYCl �{eE�ris. Any iit7�ai�i���cieties shotilrl l�� 1�����u�ht �u the .�ttentit of
ehe cfie;nt ur thkir re�-rres�nt�tti4�c.
� v
\t77tl:1�' �,�`�1'�5t \i'I_ :�t !{�!t ?.�
(_�F:N!'it:t.l. ��.al,�'�1'N:�1•11('E. ��OVT'U.
Rr� �� Plnuts
•:• U�ae! ��lant; rmd th��se in �� statc of�cieclin�, ��-ill i�� I�ic�u�ht t�� Ihe �licnt's att4ntir»>
immetli��tel}�. I�cplacement5 s�i�r51 hc a«e��t�c1 by a�id �ai�1 (i�r by the clicnt unless
replar�mc���t is caused by C�x�tt ne�li�ei�ce, r�r a pric�r a�r�ement is �iu�lin�.
I rri�utin�e
•:• Re�l�arte: thc ,�•steti� in tlze ��rin� a��d check all com��onc�it� tor efl'ectivc operation.
M��:t; �tlJll'illlit�t1lS anii tlusli heacls a� needcd. Ai7y nccc,5srry rc��airs ���ill be re��orted to
ih� uu�nLa�'s rupresentati�e ak?n� �vrtl� a�n eytim�►tr iur the a��prc�val �t�4hc cast vf r�p<ur
and re:�laccmGa�t p�Xrtc unlcss pre-ap�aroval is twt required.
•. Ms�nitor ihc c.�per�tic�n ot� tlie sy�rem curnpon�nt� as needeil i�am April throu�ll
`ieptember tvr praper operation. .'�take acijusmients as needed and repart �►uy ncccs�ai•�
repairs t� thr C)wn�r's rc;presentativc; for <�uihorizalii»3 t� re{�air at adeiiti�izal uc>st.
••• Sh�it do�+�n thc �y�tci71 foc �uinlcr l�y 5h�rttin� ��l'f' wa�rr, ti�ue:r. ��ncl c7�cnin�: drains.
�:• ('c�mpre�s�;ci air �linv tl���� 44i11 bi: dan� by rcquUst emly au�l at an adc�itic,��al char�e.