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5019
WILL ROBINSON
4 Orca Playground Structures - Lions Park
Parks
LEG 12-1
3/7/2011
6/7/2011
6/1/2011
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GOODS AND SERVICES AGREEMENT
THIS AGREEMENT, is entered mto between the City of Bremerton, a Washmgton Mumcipal Corporat�on ("C�ty"), and Will�
Robmson ("Vendor"), whose mailmg address �s 3050 W State H�ghway 16, Bremerton, WA , 98312
The parties agree as follows
1. VENDOR SERVICES. The Vendor shall prov�de the followmg goods and matenals and/or perform the followmg services for the
City Fabrication and mstallation of 4 Orca playgound sculptures for Lions Park See Exh�brt A
2. TIME OF COMPLETION Vendor shall complete the work and prov�de all goods, mater�als and services wrthm 90 calendar
days from the date all parties have signed th�s Agreement
3. COMPENSATION. The C�ty shall pay the Vendor the total amount not to exceed $45.615 mcludmg applicable Washmgton
State Sales Tax, for the goods, materials and services contemplated m th�s Agreement The City shall pay the Vendor the followmg amounts
accordmg to the followmg schedule 1/3` deposrt, 1/3` after sculpture is complete, Final 1/3` upon complet�on ofwork The City shall pay
withm 30 days of rece�pt of mvo�ce
A Defective or Unauthorized Work The City reserves its r�ght to w�thhold payment from Vendor for any defective or
unauthorized goods, materials or services If Vendor �s unable, for any reason, to complete any part ofthis Agreement,
the C�ty may obtau► the goods, mater�als or serv�ces by Agreement or otherw�se, and Vendor shall be liable to the City
for any add�t�onal costs mcurred by the City "Addrt�onal costs" shall mean all reasonable costs, mcludmg legal costs and
attorney fees, mcurred by the C�ty beyond the max�mum Agreement pnce specified above The C�ty further reserves rts
r�ght to deduct the cost to complete this Agreement, mcludmg any Addrtional Costs, from any and all amounts due or to
become due the Vendor
4 INDEPENDENT CONTRACTOR. Contractor �s and shall be at all times actmg as an mdependent contractor and not as an
employee of the City The Contractor shall secure at rts expense, and shall be responstble for all payments of mcome tax, soc�al secur�ty,
state disability msurance compensat�on, unemployment compensat�on, and all other payroll deductions for the Contractor, officer, agents,
employees and sub-contractors The Contractor shall also secure all applicable busmess licenses, if requv m connectton w�th the contract
serv�ces, �ncludmg all required licenses for Contractor's officers, agents, employees and sub-contractors
5. TERMINATION. The City may termmate th�s Agreement for good cause °Good cause" shall mclude, wrthout lunrtation, any
one or more of the followmg events
A The Vendor's refusal or failure to supply a suffic�ent number of properly skilled workers or proper mater�als for
completion of thts Agreement
B The Vendor's failure to complete this Agreement wrthm the hme spec�fied �n th�s Agreement
C The Vendor's failure to make full and prompt payment to subcontractors or for mater�al or labor
D The Vendor's fa�lure to complete wtth federal, state ar local laws, rules or regulat�ons
E The Vendor's filmg for bankruptcy or becommg ad�udged bankrupt
If the C�ty termmates this Agreement for good cause, the Vendor shall not receive any further momes due under th�s Ageement
unt�l the goods, materials and services requ�red by th�s Agreement are completed and fully performed
6 CHANGES The City may �ssue a wr�tten change order for any change m the goods, matenals or services to be prov�ded durmg
the performance of this Agreement If the Vendor determmes, for any reason, that a change order �s necessary, Vendor must subm�t a
wr�tten change order request to an authonzed agent of the City wrthm fourteen (14) calendar days of the date Vendor knew or should have
known of the facts and events g�vmg rise to the requested change If the City determmes that the change mcreases or decreases the Vendor's
costs or t�me for performance, the C�ty will make an equrtable ad�ustment The C�ty w�ll attempt, m good farth, to reach agreement wrth the
Vendor on all equrtable ad�ustments However, �f the part�es are unable to agree, the C�ty will determme the equrtable ad�ushnent as rt
deems appropriate The Vendor shall proceed w�th the change order work upon receivmg either a wr�tten change order from the C�ty or an
oral order from the City before actually receivmg the written change order If the Vendor fails to requ�re a change order withm the time
allowed, the Vendor warves its right to make any claim or subm�t subsequent change order requests for that portion of the contract work If
the Vendor disagrees w�th the equ�table ad�ustment the Vendor must complete the change order work, however, the Vendor may elect to
protest the ad�ustment as provided below
A Procedure and Protest b� the Vendor If the Vendor d�sagrees wrth anythmg requ�red by a change order, another wr�tten
order, or an oral order from the City, mcludmg any directton, mstruct�on, mterpretat�on, or determmat�on by the C�ty, the
Vendor shall
Immediately give a s�gned wr�tten not�ce of protest to the C�ty,
Supplement the wr�tten protest wrthm fourteen (14) calendar days with a wr�tten statement that provides the
followmg mformation
a The date of the Vendor's protest
b The nature and ctrcumstances that caused the protest
c The prov�s�ons m th�s Agreement that support the protest
d The estimated dollar cost, �f any, of the protested work and how that estimate was determmed
An analysis of the progress schedule showmg the schedule change or disrupt�on if the Vendor �s
assertmg a schedule change or d�srupt�on
The Vendor shall keep complete records of extra costs and hme mcurred as a result of the protested work The
C�ty shall have access to any of the Vendor's records needed for evaluatmg the protest
The C�ty will evaluate all protests, prov�ded the procedures m th�s sect�on are followed if the C�ty determmes that a
protest �s valid, the City will ad�ust payment for work or t�me by an equrtable ad�ustment No ad�ustment will be made
for an mvalid protest
B Vendor's Du , to Complete Protested Work In sp�te of any protest, the Vendor shall proceed promptly to provide the
goods, matertals and servtces requ�red by the City under thts Agreement
C Vendor's Acceptance of Chan� The Vendor accepts all requirements of a change order by (1) endorsmg �t, (2)
writmg a separate acceptance, or (3) not protestmg m the way this section prov�des A change order that �s accepted by
Vendor as prov�ded m th�s sect�on shall constitute full payment and final settlement of all clauns for contract time and for
dtrect, �nd�rect and consequential costs, mcludmg costs of delays related to any work, e�ther covered or affected by the
change
D Failure to Protest Const�tutes Wa�ver By not protestmg as this sect�on prov�des, the Vendor also wa�ves any addrtional
entrtlement and accepts from the City any written or oral order (mcludmg d�rechons, mstruct�ons, mterpretat�ons, and
determmation)
E Failure to Follow Procedures Const�tutes Waiver By failmg to follow the procedures of th�s sect�on, the Vendor
completely wa�ves any claims for protested work and accepts from the City any wr�tten or oral order (mcludmg
duections, mstructions, mterpretahons, and determmation)
7. CLAIMS. The Vendor shall give written not�ce to the C�ty of all claims other than change orders w�thm fourteen (14) calendar
days of the occurrence of the events givmg r�se to the clauns Any cla�m for damages, add�tional payment for any reason, or extens�on of
tune, whether under this Ageement or otherwise, shall be conclus�vely deemed to have been waived by the Vendor unless a tunely written
cla�m �s made m strict accordance wrth the apphcable prov�sions of th�s Agreement, or, if (and only � fl no such provision �s apphcable,
unless that cla�m �s set forth m detail m wrrtmg and received by the C�ty wrthm seven (7) calendar days from the date Vendor knew, or
should have known, of the facts g�vmg r�se to the claun At a mmvnum, a Vendor's written claim must mclude the mformat�on set forth
regardmg protests tn Section 7(A)(2)(a)-(e)
FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE T1ME 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
Vendor must, m any event, file any claim or brmg any surt arismg from or connected wrth th�s Ageement w�thm 120 calendar days
from the date the contract work �s complete
8. WARRANTY. The Vendor shall correct all defects m workmansh�p and matenals wrthm one year from the date of the City's
acceptance of the Contract work When defects are corrected, the warranty for that portton of the work shall extend for one year from the
date such conect�on �s completed and accepted by the C�ty The Vendor shall begm to correct any defects wrthm seven (7) calendar days of
�ts rece�pt of notice from the C�ty of the defect If the Vendor does not accomplish the corrections wrthm a reasonable time, the C�ty may
complete the correcttons and the Vendor shall pay all costs mcurred by the City m order to accompl�sh the correct�on
9 INDEMNIFICATION. Vendor shall defend, mdemmfy and hold the City, rts officer, officials, employees, agents and volunteers
harmless from any and all claims, m�uries, damages, losses or su�ts, mcludmg all legal costs and attorney fees, ar�smg out of or m
connect�on w�th the performance of th�s Agreement Vendor's obligat�on to uidemmfy shall not extend to that portion of damages caused by
the City's sole negl�gence
The Crty's mspect�on or acceptance of any of Vendor's work when completed shall not be grounds to avoid any ofthese covenants
of mdemmficat�on
Should a court of competent�ur�sd�ctton determme that th�s Agreement �s sub�ect to RCW 4 24 115, then, m the event of I�ability
for damages arismg out of bodily m�ury to persons or damages to property caused by or resultmg from the concurrent negl�gence of the
Vendor and the City, rts officers, offic�als, employees, agents and volunteers, the Vendor's hab�lity hereunder shall be only to the extent of
the Vendor's negl�gence
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES
THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE
PURPOSES OF THIS INDEMNIFICATION THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED
THIS WAIVER
The provis�ons of this sect�on shall survrve the exp�ration or termmat�on of this Agreement
10. INSURANCE. The Vendor shall procure and mamtav�► for the durat�on of th�s Agreement, msurance agamst clauns for m�unes to
persons or damage to property that may ar�se from or m connect�on w�th the performance of the Contract work by the Vendor, rts agents,
representatives, employees or subcontractors
Before begmnmg work on the pro�ect descr�bed m this Agreement, the Vendor shall provide a Cert�ficate of Insurance ev�dencmg
Automobile L�abilrtv msurance wrth hmrts no less than $1,000,000 combmed smgle hmrt per accident for bod�ly mJury
and property damage, and
Commerc�al General L�abihtv msurance written on an occurrence bas�s wrth hmits no less than $1,000,000 combmed
smgle l�m�t per occurrence and $2,000,000 aggregate for personal m�ury, bodily m�ury and property damage Coverage
shall mclude but not be hmrted to blanket contractual, products/completed operat�ons/broad form property damage, and
employer's l�abil�ty
Any payment of deduct�ble or self msured retention shall be the sole responsibility of the Vendor
All required pohcies shall be prov�ded on an "occurrence" basis except profess�onal habihty msurance (�frequ�red), which shall be
prov�ded on a "claims-made" bas�s
The City shall be named as an addrt�onal msured on the Commerc�al General Liab�l�ty msurance pol�cy, as respects work
performed by or on behalf of the Vendor and a copy of the endorsement nammg the City as addrt�onal msured shall be attached to
the Cert�ficate of Insurance The C�ty reserves the r�ght to recerve a certified copy of all the required msurance pol�c�es
The Vendor's Commerc�al General L�abil�ty msurance shall contam a clause statmg that coverage shall apply separately to each
msured agamst whom claim �s made or surt is brought, except w�th respects to the lim�ts of the msurer's l�abil�ty
The Vendor's msurance shall be prnnary msurance as respects the C�ty and the City shall be given th�riy (30) days prior wr�tten
not�ce by certified mail, return receipt requested, of any cancellat�on, suspenston or mater�al change m coverage
The City also reserves �ts unqualified right to requ�re at any time and for any reason, proof of coverage m the form of a dupl�cate
of the msurance pol�cy wrth all endorsements as evidence of coverage
11 MISCELLANEOUS.
A L�censes and Taxes Vendor shall possess a current Bremerton Busmess L�cense and any regulatory l�cense requ�red to
fulfill Vendor's obl�gat�ons under th�s contract B&O taxes shall be paid when due, and Vendor, by th�s agreement,
ass�gns any payments due under th�s contract to the C�ty Clerk for payment of such taxes whtch have been declared
dehnquent
B Confl�ct and Precedence In the event of a conflict between the contract documents, the document wh�ch rates h�gher on
the followmg I�st shall take precedence
Addenda, �f any,
Contract,
�
L�:
E
F
G
H
3 Spec�ficat�ons,
4 Terms and Condrtions,
5 Contractor's proposal
Documents Incorporated by Reference The followmg documents are mcorporated by reference, to include, but not be
l�mrted to
1 Terms and Condrtions,
2 Specificat�ons,
3 Proposal, and
4 Non-Collus�on Affidavrt
Nondiscr�mmat�on In the hirmg of employees for the performance of work under this Agreement the Vendor, �ts
subcontractors, or any person actmg on behalf of Vendor shall not, by reason of race, rel�gion, color, sex, sexual
orientat�on, nat�onal ongm, or the presence of any sensory, mental, or phys�cal d�sabil�ty, discnmmate agamst any person
who �s qual�fied and available to perform the work to which the employment relates
Compl�ance w�th Laws Vendor shall comply w�th all federal, state and local laws, rules and regulations throughout
every aspect m the performance of th�s Agreement
Work Performed at Vendor's R�sk Vendor shall take all precautions necessary and shall be responsible for the safety of
rts employees, agents, and subcontractors m the performance of th�s Agreement All work shall be done at Vendor's own
r�sk, and Vendor shall be respons�ble for any loss of or damage to materials, tools, or other articles used or held for use m
connect�on wrth the work
Governm� This Agreement shall be governed and construed m accordance with the laws of the State of
Washmgton If any d�spute ar�ses between the C�ty and Vendor under any of the prov�sions ofthis Agreement, resolution
of that dispute shall be ava�lable exclusively under the�ur�sdiction, venue and rules of the Kitsap County Superior Court,
Krtsap County, Washmgton
Attorney's Fees In any cla�m or lawsurt for damages arismg from the parties' performance of th�s Agreement, each party
shall be responsible for payment of �ts own legal costs and attorney's fees mcurred m defendmg or bnr►gmg such clatm or
lawsurt, however, nothmg m thts subsect�on shall hmrt the C�ty's nght to mdemmficahon under Sect�on 9 of th�s
Agreement
Wntten Notice All commumcat�ons regardmg th�s Agreement shall be sent to the parties at the addresses listed below,
unless otherwise notified Any wr�tten notice shall become effechve upon del�very, but m any event three (3) calendar
days after the date of mailmg by reg�stered or certified mail, and shall be deemed sufficiently given �f sent to the
addressee at the address stated m th�s Agreement
Not�ces to be sent to
VENDOR
Attn W�ll Robmson
3050 W State Hwy 16
Bremerton, WA 98312
Notices to be sent to
CITY
C►ty of Bremerton Parks Dept
680 Lebo Blvd
Bremerton, WA 98310
J Assi n� ment Any assignment of this Agreement by the Vendor wrthout the wr�tten consent of the City shall be void
K Mod�ficatton No wa�ver, alterat�on, or mod�ficat�on of any of the prov�sions ofth�s Agreement shall be bmdmg unless m
wrrtmg and signed by a duly author�zed representative of the City and Vendor
L Severabilitv If any one or more sections, sub-sections, or sentences of this Agreement are held to be unconst�tut�onal or
mvalid, that dec�sion shall not affect the vand�ty of the remammg portion of this Agreement and the remamder shall
remam m full force and effect
M Entire Agxeement The wr�tten prov�s�ons and terms of this Agreement, together w�th any attached Exhib�ts, supersede
all pr�or verbal statements by any representahve of the City, and those statements shall not be construed as forming a part
of or altermg m any manner th�s Agreement Th�s Agreement and any attached Exhibrts contam the ent�re Ageement
between the part�es Should any language m any Exh�brt to th�s Agreement conflict wrth any language contamed m th�s
Agreement, the terms of thts Agreement shall prevail
IN WITNESS WHEREOF, the part�es below have executed this Agreement
VENDOjt �' CITY
/
C�ty of Bremerton
By V(�l�l! �\r��r��c)GI/
Prmt Name
Its
Date
B � ' � l
Prmt Name �6 T
tts /�1' D
Date 4 — � — //
I '— � � �
APPROVED AS TO FORM
ATTEST
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