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HomeMy WebLinkAbout5322Contract Number Vendor• Sub�ect ' Department. File Class Begin Date End Date Review Date Vault Date Comments 5322 OLIN CHLOR ALKALI PRODUCTS GSA Sodium Hypochlorite Water Resources LEG 12-1 11/19/2013 11/18/2014 8/1/2014 2016 GOODS AND SERVICES AGREEMENT THIS AGREEMENT, is entered mto between the City of Bremerton, a Washu►gton Mu�ucipal Corporahon ("Crty"), and Olm Chlor Alkali Products ("Vendor"), whose mailmg address �s 26700 S Banta Road, Tracy, CA 95304 The pazhes 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 Sodium Hypochlonte 12 5% NSF 60 for use in dnr►lang water systems delivered as scheduled at the C�ty's request to the Bremerton Advanced D�smfechon Facility as descnbed m Attachment A , 2. TIME OF COMPLETION. Vendor shall complete the work and provide all goods, matenals and sernces w�thm 365 calendar days from the date all parties have signed this Agreement 3. COMPENSATION. The C�ty shall pay the Vendor the total amount of $0 55 per gallon, mcludmg appl�cable Washmgton State Sales Tax, for the goods, matenals and sernces contemplated m thts Agreement The Vendor shall mvoice the Crty after each del�very of Hypochlonte A Defechve or Unauthonzed Work The C�ty reserves �ts nght to w�thhold payment from Vendor for any defechve or unauthonzed goods, matenals or services If Vendor is unable, for any reason, to complete any part of this Agreement, the C�ty may obtam the goods matenals or services by Agreement or otherw�se, and Vendor shall be hable to the C�ty for any addrtional costs mcurred by the City "Addrt�onal costs" shall mean all reasonable costs, mcluding legal costs and attorney fees, mcurred by the Crty beyond the maximum Agreement pnce specified above The Crty fiirther reserves rts nght to deduct the cost to complete this Agreement, mcludmg any Addit�onal Costs, from any and all amounts due or to become due the Vendor 4 INDEPENDENT CONTRACTOR. Contractor is and shall be at all tunes achng as an mdependent contractor and not as an employee of the C�ty T'he Contractor shall secure at its expense, and shall be responsible for all payments of wcome taac, soctal secunty, state disab�hty u�surance compensahoa, unemployment compensafion, and all other payroll deductions for the Contractor, officer, agents, employees and sub-contractors The Contractor shall also secure all applicable busmess licenses, if requued, m connect�on wrth the contract services, mcludmg all requued licenses for Contractor's officers, agents, employees and sub-contractors 5. TERMINATION. The Crty may termmate this Agreement for good cause "Good cause" shall mclude, wtthout lumtat�on, 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 matenals for complet�on of this Agreement B The Vendor's failure to complete ttus Agreement withu� the tune specified u► th�s Agreement C The Vendor's failure to make full and prompt payment to subcontractors or for matenal or labor D T'he Vendor's failure to complete wrth federal, state or local laws, rules or regulahons E The Vendor's filmg for banlQUptcy or becommg ad�udged bankrupt If the C�ty termmates th�s Agreement for good cause, the Vendor shall not rece�ve any further momes due under this Agreement unt�l the goods, matenals and services requu�ed by this Agreement are completed and fully performed 6. CHANGES The City may �ssue a wntten change order for any change m the goods, matenals or serv�ces to be prov�ded durmg the performance of th�s Agreement If the Vendor determmes, for any reason, that a change order is necessary, Vendor must submit a wntten change order request to an authonzed agent of the City w�thm fourteen (14) calendar days of the date Vendor lrnew or should have l�own of the facts and events givmg nse to the requested change If the C�ty determmes that the change mcreases or decreases the Vendor's costs or tune for performance, the C�ry will make an equitable ad�ustment The City will attempt, m good faith, to reach agreement w�th the Vendor on all equ�table ad�ustrnents However, if the parhes aze unable to agree, the City w�ll determme the equrtable adjustment as rt deems appropnate The Vendor shall proceed w�th the change order work upon rece�vmg either a wntten change order from the City or an oral order from the C�ty before actually rece�ving the wntten change order If the Vendor fails to requue a change order wrthm the t�me allowed, the Vendor warves its nght to make any claim or submrt subsequent change order requests for that portion of the contract work If the Vendor d�sagrees with the equitable ad�ustrnent the Vendor must complete the change order work, however, the Vendor may elect to protest the adjustment as provided below A Procedure and Protest by the Vendor If the Vendor d�sagrees w�th anythmg requu�ed by a change order, another wntten order, or an oral order from the C�ty, mcludmg any duect�on, mstruchon, mterpretation, or determu►ation by the Crty, the Vendor shall , 1 Immediately g�ve a signed wntten not�ce of protest to the C�ty, Supplement the wntten protest w�thm fourteen (14) calendar days w�th a wntten statement that provides the followmg uiformat�on a The date of the Vendor's protest b T'he nature and cucumstances that caused the protest c The provisions m this Agreement that support the protest d The est�mated dollar cost, if any, of the protested work and how that estunate was determmed e An analys�s of the progress schedule showmg the schedule change or disrupt�on if the Vendor is asserhng a schedule change or disruption 3 The Vendor shall keep complete records of e�ra costs and time mcurred as a result of the protested work T'he City shall have access to any of the Vendor's records needed for evaluahng the protest The Ciry wili evaluate all protests, prov�ded the procedwes m this sechon are followed if the City determmes that a protest �s valid, the C�ty will adjust payment for work or hme by an eqwtable adjustrnent No adjustment will be made for an mvand protest B Vendor's Duty to Complete Protested Work In sprte of any protest, the Vendor shall proceed promptly to provide the goods, matenals and servxces requ�red by the C�ty under this Agreement C Vendor's Acceptance of Chan�es The Vendor accepts all requu�ements of a change order by (1) endorsmg rt, (2) wnhng a separate acceptance, or (3) not protestuig m the way ttus sechon provides A change order that is accepted by Vendor as provided in this sect�on shall conshtute full payment and final settlement of all clauns for contract time and for duect, mdu�ect and consequenhal costs, mcludmg costs of delays related to any work, erther covered or affected by the change D Failure to Protest Conshtutes Warver By not protestmg as ttus section provides, the Vendor also waives any addit�onal enhtlement and accepts from the C�ty any wntten or oral order (mcluding du�echons, u�struchons, mterpretahons, and determmation) E Failure to Follow Procedures Conshtutes Waiver By failu►g to follow the procedures of ttus section, the Vendor completely waives any clauns for protested work and accepts from the Crty any wntten or oral order (mcludmg dvecnons, mstruct�ons, mterpretations, and determmatYOn) 7. CLAIMS. The Vendor shall g�ve wntten norice to the C�ty of all clauns other than change orders wrthm fourteen (14) calendar days of the occurrence of the events givmg nse to the clauns Any claun for damages, addihonal payment for any reason, or extension of tune, whether under this Agreement or otherw�se, shall be conclus�vely deemed to have been waived by the Vendor unless a hmely wntten claim is made m strict accordance with the apphcable provisions of th�s Agreement, or, if (and only i fl no such provision is applicable, unless that cla�m �s set forth in detail m wnring and received by the City w�thm seven (7) calendar days from the date Vendor knew, or should have known, of the facts givmg nse to the claun At a muumum, a Vendor's wntten claun must mclude the mformarion set forkh regardmg protests m Sechon 6(A)(2)(a}(e) FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN TI� 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 Vendor must, m any event, file any claim or bru�g any surt ansmg from or connected wrth ttus Agreement withm 120 calendar days from the date the contract work is complete 8. WARRANTY. The Vendor shall correct all defects m workmaaslvp and matenals wrthm one year from the date of the City's acceptance of the Contract work When defects aze corrected, the warranty for that porhon of the work shall extend for one yeaz from the date such correchon �s completed and accepted by the Crty T'he Vendor shall begm to correct any defects wrthm seven (7) calendar days of rts receipt of notice from the City of the defect If the Vendor does not accomphsh the corrections withm a reasonable hme, the City may complete tEie correchons and the Vendor shall pay all costs mcwred by the C�ty m order to accompltsh the correchon 9. INDEMNIFICATION. Vendor shall defend, mdemmfy and hold the City, its officer, officials, employees, agents and volunteers harmless from any and all clauns, m�unes, damages, losses or surts, mcludmg all legal costs and attorney fees, ansmg out of or m connection wrth the performance of this Agreement Vendor's obligation to �ndemmfy shall not extend to that portion of damages caused by the City's sole neghgence The City's mspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of mdemmficarion. Should a court of competent �unsdtchon determme that tlus Agreement is sub�ect to RCW 4 24 115, then, m the event of habihty for damages arismg out of bod�ly m�ury to persons or damages to property caused by or resultmg from the concurrent neghgence of the Vendor and the City, its officers, officials, employees, agents and volunteers, the Vendor's hability hereunder shall be only to the extent of the Vendor's negligence IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES THE CONSULTANTS WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR TE� PURPOSES OF THIS INDEMNIFICATION TI-� PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER The provisions of this section shall surnve the expu�ation or termmahon of this Agreement 10. INSURANCE. The Vendor shall procure and mamtam for the durat�on of th�s Agreement, uisurance aga�nst clauns for m�unes to persons or damage to property that may anse from or m connection with the performance of the Contract work by the Vendor, its agents, representatrves, employees or subcontractors Before begu►mng work on the pro�ect descnbed m this Agreement, the Vendor shall provide a Cert�ficate of Insurance evidencmg 1 Automobile Liabil�tv insurance wnth lumts no less than $1,000,000 combmed smgle lunrt per accident for bodily m�ury and property damage, and 2 Commercial Generai Liab�htv msurance wntten on an occurrence basis with lumts no less than $1,000,000 combmed smgle (umt per occurrence and $2,000,000 aggregate for personal m�ury, bodily m�ury and property damage Coverage shall mclude but not be lumted to blanket contractual, products/completed operations/broad form property damage, and employer's habihty Any payment of deduchble or self msured retenhon shall be the sole responsib�l�ty of the Vendor All requued pohcies shall be provided on an"occurrence" basis except professional habihty u►surance (if requ�red), which shall be provided on a"clauns-made" basis T'he City shall be named as an addihonal msiu�ed on the Commercial General Liab�hty msurance pohcy, as respects work performed by or on behalf of the Vendor and a copy of the endorsement nammg the Crty as add�honal msured shall be attached to the Cert�ficate of Insurance The C�ty reserves the nght to rece�ve a certified copy of all the requved msurance poticies The Vendor's Commercial General Liab�l�ty msurance shall contam a clause statmg that coverage shall apply separately to each msured agauist whom claun is made or surt is brought, except w�th respects to the ltmrts of the msurer's hability The Vendor's msurance shall be pnmary msurance as respects the City and rt shall be an affumanve obl�gat�on upon Consultant to advise the City's Risk Manager by fax at (360) 473-5161, or by cemfied mail, return rece�pt requested to C�ty of Bremerton, attn R�sk Management, 345 6 Street, Swte 600, Bremerton, WA 98337 wrthm two days of the cancellahon, suspension or substannve change of any msurance policy set out herem, and failure to do so shall be construed to be a breach of this Agreement The Crty also reserves rts unquahfied nght to requue at any tune and for any reason, proof of coverage m the form of a duphcate of the uisurance pol�cy w�th all endorsements as ev�dence of coverage 11. MISCELLANEOUS. A Licenses and Taxes Vendor shall possess a current Bremerton Busmess License and any regulatory hcense requ�red to fulfill Vendor's obligahons under this contract B&O t�vices shall be paid when due, and Vendor, by ttus agreement, assigns any payments due under this contract to the Crty Clerk for payment of such taxes which have been declared delmquent B Conflict and Precedence In the event of a conflict between the contract documents, the document wh�ch rates h�gher on the followmg l�st shall take precedence 1 Addenda, if any, 2 Contract, 3 Specifications, 4 Terms and Conditions, 5 Contractor's proposal C Documents Incorporated b�Reference The followmg documents are mcorporated by reference, to mclude, but not be lumted to 1 Terms and Condrtions, 2 Specifications, 3 Proposal, and 4 Non-Collusion Affidavit � D Nondiscnmu►ation In the hu7ng of employees for the performance of work under this Agreement the Vendor, rts subcontractors, or any person actmg on behalf of Vendor shall not, by reason of race, religion, color, sex, sexual onentahon, nanonal ongui, or the presence of any sensory, mental, or physical disability, discnmmate agamst any person who �s quahfied and available to perform the work to wh�ch the employment relates E Compliance wrth Laws Vendor shall comply with all federal, state and local laws, rules and regularions throughout every aspect m the performance of this Agreement F Work Performed at Vendor's Risk Vendor shall take all precauhons necessary and shall be responsible for the safety of its employees, agents, and subcontractors m the performance of this Agreement All work shall be done at Vendor's own nsk, and Vendor shall be respons�ble for any loss of or damage to matenals, tools, or other articles used or held for use m connect�on wrth the work G Govemuig Law This Agreement shall be govemed and construed m accordance with the laws of the State of Waslvngton If any d�spute anses between the City and Vendor under any of the provisions of this Agreement, resolution of that dispute shall be available exclusively under the �unsdict�on, venue and rules of the Krtsap County Supenor Court, Krtsap County, Washmgton H Attorney's Fees In any claun or lawsurt for damages ansmg from the partes' performance of tlus Agreement, each party shall be respons�ble for payment of rts own legal costs and attorney's fees mcurred m defendu►g or bnngmg such cla�m or lawsurt, however, nothmg m this subsechon shall lumt the City's nght to mdemmfication under Section 9 of thus Agreement Wntten Norice All commumcations regardmg th�s Agreement shall be sent to the parties at the addresses listed below, unless otherwise notified Any wntten nohce shall become effecnve upon dehvery, but m any event three (3) calendar days after the date of mailuig by registered or cerhfied mail, and shall be deemed sufficiently g�ven if sent to the addressee at the address stated m this Agreement Notices to be sent to VENDOR Attn Ress•�eFS� �0`tI4��(�(��i1r(.r Olm Chlor Alkah � 26700 S Banta Road Tracy, CA 95304 Nonces to be sent to CITY Attn Kathleen Cahall City of Bremerton Public Works & Uril�hes 100 Oyster Bay Ave N Bremerton, WA 98312 J Assignment Any assignment of th�s Agreement by the Vendor wrthout the wntten consent of the C�ty shall be void K Modificahon No wa�ver, alterarion, or modificarion of any of the provisions of tlus Agreement shall be bmdmg unless m wntuig and s�gned by a duly authonzed representahve of the C�ty and Vendor L Severab�l�tv If any one or more secnons, sub-sections, or sentences of this Agreement aze held to be unconshtutional or �nvand, that decision shall not affect the vandity of the remaming portion of t}us Agreement and the remamder shall remam m full force and effect M Enhre A er�ement The wntten provisions and terms of tivs Agreement, together wrth any attached Exhibrts, supersede all pnor verbal statements by any representahve of the Crty, and those statements shall not be construed as fornung a part of or alteru►g m any manner ttus Agreement This Agreement and any attached Exh�brts contam the entue Agreement between the parties Should any language m any Exhibit to ttus Agreement confltct with any language contamed in tlus Agreement, the terms of th�s Agreement shall prevatl IN WITNESS WI�REOF, the pazhes below have executed this Agreement VENDOR Olin Chlor A�k-1� Products By PrmtName �ohn M. Schabackur Its Ri7Gl 21PSR ni rPr�tnr Date !N � y /�' — �7 CITY City of Bremerton By �� Prmt Name � � Its ' Date APPROVED AS TO FORM %' By l Bremerton ity Attorney A ST ' i B City Clerk . . � Attachment A Chemical Supplied Sodium Hypochlorite 12 5% Certification NSF 60 for use in drmking water systems Deliver to The City of Bremerton Advanced Disinfection Facility 8301 W Old Be�'air Highway Bremerton, WA 98312 Note this is a locked and secured facility Delivery Hours Business hours 7.30 am — 4 00 pm When ordering chemicals, the City of Bremerton wdl specify quantity, delivery date, and delivery window Delivery Requirements Delivery vehicle must be clearly identified and placarded for chemical delivery The transporter's dispatcher or driver shall call the facdity to state an estimated time of arrival and give the name of the delivery person If requested, the driver must present a Commercial Driver's License (CDL) Driver wdl supply a Bdl of lading and Cert�cate of Chemical Analysis to the water operator accepting the delivery City Contacts Ted Danielson 360�73-5494/360-509-7876 Chad Hantelman 360-473-5493/360-620-9189 Operations Office 360-473-2339 Advanced Disinfection Facility 360-473-2377