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L.'�C�'�3
PLAY INC
GSA - Evergreen Park Playground
Parks
LEG 12
7/1/2014
7/11/2014
8/1/2014
2015
Comments :
GOODS AND SERVICES AGREEMENT
THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and
PlayCreation ("Vendor"), whose mailing address is: 2104 SW 152" St., Suite 4, Burien, WA. 98166.
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:
• Layout, mark and dig all holes for play equipment posts.
• Set a1153 main posts and 4 swing posts.
• Dig and pour footings for the We-Saw, OmniSpin, and Sway Fun.
2. TIME OF COMPLETION. Vendor shall complete the work and provide all goods, materials and services by July 11`",
2014.
3. COMPENSATION. The City shall pay the Vendor the total amount of $14,899.92, 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: Lump sum upon completion.
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 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 Additiona] Costs,
from any and all amounts due or to become due the Vendor.
4. INDEPEIYDENT 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 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 all required licenses for Contractor's officers, agents, employees and sub-contractors.
5. TERMIlYAT10N. The City may terminate this Agreement for good cause. "Good cause" shall include, without limitation,
any one or more of the follo�vin� 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 ►nake 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.
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If the City terminates 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 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 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
determine 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. lf the 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 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 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.
3. 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. lf the City determines that a
protest is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment �vill be
made for an invalid protest.
B. Vendor's Dutv 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.
C. Vendor's Acceptance of Chan�es. 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, tlie Vendor also waives any
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additional entitlement and accepts from the City any written or oral order (including directions, 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 determination).
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 otherwise, shall 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, unless that claim is set forth in detail in writing and received by the City within seven (7j 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 6(A)(2)(a)-(e).
FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE 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, 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 shal I 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, 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 �vith 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 determine that this Agreement is subject to RCW 4.24.115, then, in the event of
liability for dama�es arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent
ne�ligence 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
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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 provisions of this section shall survive thc expiration or termination 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 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 shall include but not be limited to: blanket contractual; products/completed operations/broad
form property damage; and employer's liability.
Any payment of deductible or se(f 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 and it shall be an affirmative obligation upon
Consultant to advise the City's Risk Manager by fax at (360) 473-� 161, or by certified mail, return receipt requested to City
of Bremerton, attn: Risk Management, 345 6` Street, Suite 600, Bremerton, WA 98337 within two days of the cancellation,
suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach
of this Agreement.
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.
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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 shall be paid when due, and Vendor, by this
agreement, assigns any payments due under this contract to thc 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 b_y 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. Use of Photo�raphs and Images. Consuftant shalf not use or distribute photographs or images depicting City
officials, personnel, property, or equipment whether prepared by Consultant or provided by City without prior
written consent of the City. The City �vill not unreasonably withhold its consent.
E. 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.
F. 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.
G. 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.
H. Governin� 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 undcr any of the provisions of this Agreement,
resolution of that dispute shall be available exclusively under the jurisdiction, venue and rules of the Kitsap County
Superior Court, Kitsap County, Washington.
I. Attornev's Fees. In any claim or lawsuit for damages arising from the parties' perfonnance of this A� eement, each
party shall be responsible for payment of its own le;al costs and attorney's fees incurred in defending or bringing
such claim or lawsuit; however, nothin� in this subsection shall limit the City's right to indemnification under
Section 9 of this Agreement.
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�1Jy ivoiic�. All cui7 t i�iiS r'��I'2�i�i�i':i i;7c�.�� �:� Si:Ilf `O t�12 p�IT!�� 3i i�le ilC�d �:�.���
belo�i�, unless athe� �vise notii�ed. ,�iiy e+�ritte�> >iotice sl�all b�con�e effective upo�� �lclive�;;, but in aify event tl�re° (�1
calenciar day� ��fter d�e �ate of n�ailin� by re�istered er certi�ed inail a;i'd shall b� deemed slfnciently giv�n iF �enr
[0 [il�: c�U�CII"cSSc°� 3[ f� address staN IIl I�IIS .1�?a•eeme�it.
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IVotices to be seni to:
VENDOR:
Attn: Johi� Larson
PlayCreation
210a S\V 1�2"� St Sul[e 3
B�rien, WA. 98166
No�ices to be sent to:
CI 1 Y:
Attn: VVyn Birl:enilial, Dir;.ctor
City of Breir.eiton
680 Let�o Blvd.
Breme�ton, 1�'A 9R337
Assitrnraent. Any assi�nr�ent of this A�reement by thc Vcndor ���ithout dze wriCcen consent ofi the Citv shal] bc void.
Modificatioa�. �n �vaiver, alteration, or modification of any of ll�e pruvisions of this Aareemcitt sl�all be binding
unless in cv;itintr and sianed by a duly autliorized representative of the City and Velidor.
Severabiliri�. [f any one or more sectio�is, stib-sections, or sentences of this A��eement are held to be
unconstitutional or invalid, tliat decision sliall not affr tl�e validity �f tlie remainin; pottiott of tltis Aereement and
tlie remaindzr shall remain in ful( force and effect.
Entire Aereement. The ��Titten provisions aiid tenns of tiiis A� •eement, tugetlier with any attacl�ed Ezhibits,
superscde alI prior verbai statements,by any re�rese�tative of,the City,,and those siatements shall not be consn•ued as
fom�inv a part of or alterin; in any manner this A�reement: This A�reement and any attached Exhibits contain the
entire Agi•eenient ben+�eeu the par[ie�. Should any la»;uagz in any Exhibit to this Aareeinent conflict �vitli any
laneua�e contained in this A� eemcnt, tl�e 'tern�s of tliis Agreement sliall,prevail:
1N W1TIVESS WNEREOF the parties belo►v ha�e executed this Aj eemen[.
VENDOK:
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Yrint Name: v cHN W���,,q
its: �!��'�r D��.�
Date: G•z�•zv�+J
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R:�Lc�a1lLe�ailConti•act;li•t)It�ViS\Coo�s and Servi�es A�reei��ent.doc�
C[TY:
Ciry of Bremertou
By: –''���(/
Print Name: - 1�•/ h � r cn�►.� I
Its: �,r�. , rcc�o r
Date: v�r.c . 0 � � �O
APPRO\�ED AS TO F ORI b I:
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Installation
Evergreen Park
Quote/Order Form #1402-7122R
TO:
Bremerton Parks 8� Recreation
Attn: Colette Berna
680 Lebo Boulevard
Bremerton, WA 98310
T: 360.473.5429
colette.berna@ci.bremerton.wa.us
Date. March 11, 2014
Please issue Purchase Order to PlayCreation
';,PIAY ' � �
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eadr w�s s#art on tl�e playground
APPROVAL SI ATURE
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signature
I�/ � �I f����
print name -
��1 �- ZQ I�
date
Lead Time Manufacturer Your Representative
Approximately 3 weeks John Larson 206.940.1108
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Model Number &
Layout, mark and dig all holes for posts.
all 53 main posts and 4 swing posts
Dig and pour footing for the We-Saw
Dig and pour footing for the OmniSpin
Dig and our footing for the Sway Fun
Unit Price Total
$ 5,600 00 $ 5,600.00
$ 5,850.00 $ 5,850.00
$ 585.00 $ 585.00
$ 585.00 $ 585.00
$ 1,100.00 $ 1,100.00
Sub Total
Issue Purchase Order to PlayCreation
Send Purchase Order to PlayCreation, Inc. for processing
Orders subject to PlayCreation Terms & Conditions
Pricing on this Quote expires on August 31 st, 2014
Issue Purchase Order to:
PlayCreation
2104 SW 152nd Street, suite 4
Burien, WA 98166
206.932.6366 / 206.932.5778 fax
Freight
Tax @.8.6%
TOTAL
Send Order(forprocessing)to:
PlayCreation
2104 SW 152nd Street, suite 4
Burien, WA 98166
206.932.6366 / 206.932.577�
$ 13,720.00
$ 1,179.92
$ 14,899.92