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5414
GRAVITEC SYSTEMS, INC
GSA - Reservoir Fall Protection System for Reservoir
20
Water Resources
LEG 12-1
9/15/2014
1/13/2015
1/31/2015
2016
,, , �GOODS AND SERVICES AGREEMEN7 ' � D
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THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal Corporation (' C�ty�
Gravitec Systems, Inc. ("Vendor"), whose mailing address is: 21291 Urdahl Road NW, Poulsbo, WA 98370.
Thc parties agree as follows:
1. VENDOR SERVICES. The Vendor shall provide the following,aoods and materials and/or perform thc following services
for the City:
Reservoir Fall Protection System for Reservoir 20
Engineering:
- Engineering of two Latchways fall protection systems.
- System design to meet WISHA and ANSI requirements.
- Supply system information.
- Provide End User Guide to include operation, inspection and maintenance instructions.
Supply:
- All cable components, connecting means, tensioning and terminations for horizontal lifelines. FoR TPNK ?.o o� Y• �'�
- Anchor systems to Existing Structure
- 2 x Latchways removable transfastener.
- 2 x Latchways climblatch device.
- 2 x ANSI approved Adjustable Lanyards
Install:
- Install end anchors, intermediate anchors, string, swage and terminate cable.
2. TIME OF COMPLETION. Vendor shall complete lhe work and provide all goods, matenals and services within 120
calendar days from the date all parties have signed this Agreement.
3. COMPENSATION. The City shall pay the Vendor the total amount of not to excecd $24,500, 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: Monthly invoices will be submitted for work accomplished in the previous
calendar month.
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 on its own or from a third parly, and Vendor shall
be liable to the City for any additional costs incurred by the City. "Addilional costs" shall mean all reasonable costs,
including legal costs and attorney fees, incurred by the City bcyond the maximum Agrecment 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 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 ofticers, agents, employees and sub-contractors.
5. TERMINATION. The City may terminate this Agrccment for good cause. "Good cause" shall include, without limitation,
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any one or more of the following events: �
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A. The Vendor's refusal or failure to supply a sufficient number of properly skilled workcrs 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 make full and prompt payment to subcontractors or for material or labor.
D. The Vendor's failure to comply with federal, state or local laws, rules or regulations. '
E. The Vendor's filing for bankruptcy or becoming adjudged bankrupt.
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 Aareement are completed and fully performed by the City or a
third party of the City's choosing.
6. CHANGES. The City may issue a written chanDe 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 adjus�ment. The City will attcmpt, in good
faith, to reach agreemen[ with the Vendor on all equitable adjustments. Howcver, 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 rigl�t to make any claim or submit subsequent
change order reyucsts for that portion of the contract work. If the Vendor disagrees with the equitable adjustmenl the Vendor must
complete the change order work; however, the Vendor may elect to protest lhe adjustment as provided below:
A. Procedure and Protest. bv the Vendor. If the Vendor disagrees with anything required by a change order, anothcr
written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by
the City, the Vendor shall:
I. Immediately give a signcd written notice of protest to the City;
2. Supplement the writtcn protest within fourteen (14) calendar days with a written statement that provides the
following information:
a. The date of �he Vendor's protest.
h. The nature and circumstances that caused the protest.
c. The provisions in this Agrcement that support the protest.
d. The estimated dollar cost, if any, of the protested work and how that estimate was determincd.
e. An analysis of the progress schedule showing the schedule chanoe 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 lhe 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 determines thal a
protest is valid, the City will adjust payment for worh or timc by an equitable adjustment. No adjustment will bc
made for an invalid protest.
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B. Vendor's Duty to Co�, _��e Protested Work. In spite of any protest, t�� ` lendor shall proceed promptly to provide
the goods, materials and services required by the City under this Agreemcnt.
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 lhe way this section provides. A change order that is accepted
by Vendor as provided in this section shall constitute full payment and (inal settlement of all claims for contract time
and for direct, indirect and consequential costs, including costs of delays related to any work, cither covered or
affected by the change.
D: Failure to Pro[est Constitutes Waiver. By not protcsting as this section provides, the Vendor also waives any
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
direetions, inscructions, 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 [ime, 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 lhis Agreement; or, if (and only i� 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 givina rise to the claim. At a minimum, a Vendor's written claim musl
include the information set l'orth regardina protests in Section 6(Aj(2)(a)-(ej.
FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED
SHALL BE A1V 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 �n workmanship and materials within one year from the date of the
City's acceptance of the Contract work. When defects are corrected, the warranty tor that portion of the work shall extend tior one ycar
l�rom the date such correction is completed and accepted by the City. The Vendoc 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 Cily may complete the corrections and the Vendor shal] pay all costs incun�ed by the City in order to accomplish
the cornction.
9. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officer, ofticials, 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 gruunds co avoid xny of these
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covenants of indemnilication. ; ^� ; � �
Should a court of competent jurisdiction determine that ihis 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 properly 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 VENDOR'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 the expiration or tcrmination 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 be�inning work on the project described in this Agreement, the Vendor shall provide a Certificate of Insurance
evidencing:
1. Automobile Liabilitv insurance with limits no less than $],000,000 combined single limit per accident for bodily
in and property damage; and
2. Commercial General Liabilitv insurance written on an occurrence basis with limits no less than $I,000,000
combined single limit per occurrence and $2,000,000 aggregate For personal injury, bodily injury and property
damage. Coveraae 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 s�lf insured retcntion shall be the sole responsibility of the Vendor.
All required policies shall be provided on an "occurrence" basis except professional liability insurance (if reyuired), 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 endorsemcnt naming the City as additional insured shall be
,
attached to the Ccrtificate of Insurance. The City reserves the right to receive a certificd 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 liabili[y.
The Vendor's insurance shall be primary insurance as respects the City and it shall be an affirmative obligation upon Vendor
to advise the City's Risk Manager by fax at (360) 473-5161, or by certificd mail, rcturn rcccipt rcquestcd to City of
Bremcrton, at[n: Rish Managcment, 345 6' Street, Suite 600, Bremerton, WA 98337 within two days of the cancellation,
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' suspension or substantive chan' �f any insurance policy set out herein, and fai� ' �o do so shall be construed to be a brcach
of this Agreement.
The City also reserves its unqualified right to require at any time and for any reason, proof of covcrage in lhe form of a
duplicate of the insurance policy with all endorsements as eyidence 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 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 the City Clerk for payment of such laxes which have
been declared delinquent.
B. Conflict and Precedence. In the event of a conflict betwcen the contract documents, the document which rates
higher on the following list shall take precedence:
I. Addenda, if any.
2. Contract.
3. Specifications,
4. Terms and Conditions,
5. Contractor's proposal.
C. Documents Incorporated bv Reference. The; following documents are incorpora�ed by reference, to include, buc not
be limited to:
1. Terms and Conditions,
2. Specifications,
' 3. Proposal, and
4. Non-Collusion Aftidavit.
D. Use of Photo�phs and lma� Vendor shall not use or distribute photographs or images depicting City oft7cials,
personnel, property, or eyuipment whether prepared by Vendor or provided by City without prior writlen consent of
the City. The City will not unreasonably withhold its consent.
E. Nondiscrimination. In the hiring of employees for the performance of work under this Agreement the Vendor, its
subcont.ractors, or any person actin� 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 throu�hout
every aspect in the performance of this Agrcement.
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 Agrecment. All work shall be done at
Vcndor'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 �overned and construed in accordance with the laws of the State of
Washington. If any dispute ariscs betwccn the City and Vendor under any of the provisions of this Agreement,
resolulion of that dispute shall be available exclusively under the jurisdiction, venue and rules of the Kilsap County
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SuperiorCourt, Kitsa; ^ �iunty, Washington. ,'��
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Attornev's 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 claim or lawsuit; however, nothing in this subsection shall limil the City's right to indemnification under
Section 9 of this Agreement.
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 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:
Gravitec Systems, Inc.
21291 Urdahl Rd. NW
Poulsbo, WA 98370
Attn: Keith Shippers
Notices to be sent to:
CITY:
Bremerton Public Works and Utilities
100 Oyster Bay Ave. N
Bremerton, WA
Attn: Kathleen Cahall
Assignment. Any assignment of this Agreement by the Vendor without the written consent of the City shall be void.
Moditication. No waiver, alteration, or moditication of any of the provisions of this Agrecment shall be binding
unless in writing and signcd 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 decisic�n shall not affec� the validily of the remaining portion of this Agreement and
the remainder shall remain in full force and effect.
Entire A�reement. The written provisions and terms of this Agreement, together with any attached Exhibits,
supersede all prior verbal statemcnts by any rcpresentativc of the City, and those s±atemen�s shall not be construed as
forming a part of or alterina in any manner this Agreement. This A�reement and any attached Exhibits contain the
entire Agreement between the parties. Should any language in any Exhibit to this ALreement conflict with any
language contained in lhis Agreement, the terms of this Agreement shall prevail.
IN WITNESS WHEREOF, the parties below have executed this Agrcement.
VENDOR:
G 2�� ► TEC. SY s7' � r uc .
B
Pr' t ame: . C PE
Ics: 3rN�oa �NG� u ��,rIL
Date: 9f �s �14
CITY:
City of Brcmerton
B y : � �� (����� —�---
Print Name: Ghal I�lav"h�►
Its: D:�eetaY u,b�'e W S u��fi'�s
Date: 9 - f b - � ��
APPROVED AS TO FORM:
By: �
� Bre ei on C y Attorney
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AT T:
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City Clerk
R:�L.egal�l.cgal\Contracts�F'ORMS\Goods and Services Agreement.docx
Rev. 7/l4