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PUBLIC WORKS AGREEMENT
I3arborside Fountain Control System Repair
THIS AGREEMENT, is entered into between the City of Bremerton, a Washington
Municipal Corporation ("City"), and L2 Systems, LLC ("Contractor"), whose mailing address is
3322 16`" Street, Everett, WA 98201 .
The parties agree as follows:
1. CONTRACTOR SERVICES. The Contractor shall perform the following
services for the City: Procurement, installation and furnish all labor, parts and equipment needed
to complete the Harborside Fountain Control Repair more specifically described in the Scope of
Work, dated January 18, 2016, attached hereto as Attachment A, which is incorporated by
reference herein. The Scope of Work may be modified only pursuant to Section VII., H of this
Agreement. If the Scope of Work provides for unspecified additional services such services shall
only be performed upon the express written request of the City.
2. TIME OF COMPLETION. Contractor shall complete the work within 30
calendar days from the date of issuance of the City's Notice to Proceed. �
3. COMPENSATION. The City shall pay the Contractor the total amount of
$21,243.00, plus any applicable Washington State Sales Tax, for the work and services
contemplated in this agreement. The City shall pay the Contractor fifty percent (50%) of the
Contract amount upon completion and acceptance of the work by the City, and the remainder
upon fulfillment of the conditions listed below and throughout this agreement.
A. No Performance Bond. Because this contract, including applicable sales
tax, is less than $25,000, and pursuant to Chapter 39.08 RCW, the
Contractor, in lieu of providing the City a performance bond, has elected
to have the owner retain the final fifty percent (50%j of the Contract
amount for a period of sixty (60) days after the date of final acceptance, or
until receipt of all necessary releases from the State Department of
Revenue and the State Departinent of Labor & Industries and until
settlement of any liens filed under Chapter 60.28 RCW, whichever is later.
B. Retaina�e. The City shall hold back a retainage in the amount of five ''
percent (5%) of any and all payments made to contractor for a period of
sixty (60) days after the date of final acceptance, or until receipt of all
necessary releases from the State Department of Revenue and the State
Department of Labor & Industries and until settlement of any liens filed
under Chapter 60.28 RCW, whichever is later.
C. �Defective or Unauthorized Work. The City reserves its right to withhold
payment from Contractor for any defective or unauthorized work.
Defective or unauthorized work includes, without limitation: work and
materials that do not conform to the requirements of this agreement; and
PUBLIC WORKS AGREEMENT—Page 1 of 10
(between City of Bremerton and L2 Systems, LLC)
extra work and materials furnished without the City's written approval. If
Contractor is unable, for any reason, to satisfactorily complete any portion
of the work, the City may complete the work by contract or otherwise, and
Contractor 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
Contract price specified above. The City further reserves its right to
deduct the cost to complete the Contract work, including any Additional
Costs, from any and all amounts due or to become due the Contractor.
D. Final Pavment: Waiver of Claims. THE MAKING OF FINAL
PAYMENT (EXCLUDING WITHHELD RETAINAGE) SHALL
CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE
PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY
CONTR.ACTOR AS UNSETTLED AT THE TIME REQUEST FOR
FINAL PAYMENT IS MADE.
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 officers, agents, employees and sub-
contractors.
5. TERMINATION. The City may terminate this agreement for good cause.
"Good cause" shall include, without limitation, any one or more of the following events:
A. The Contractor's refusal or failure to supply a sufficient number of
properly skilled workers or proper matcrials for completion of the
Contract work.
B. The Contractor's failure to complete the work within the time specified in
this agreement.
C. The Contractor's failure to make full and prompt payment to
subcontractors or for material or labor.
D. The Contractor's persistent disregard of federal, state or local laws, rules
or regulations.
E. The Contractor's filing for bankruptcy or becoming adjudged bankrupt.
If the City terminates this agreement for good cause, the Contractor shall not receive any
further monies due under this agreement until the Contract work is completed.
PUBLIC WORKS AGREEMENT—Page 2 of 10
(behveen Ciry of Bremerton and L2 S>>slems, LLC)
6. PREVAILING WAGES. Contractor shall file a "Statement of Intent to Pay
Prevailing Wages," with the State of Washington Department of Labor & Industries prior to
commencing the Contract work. Contractor shall pay prevailing wages and comply with Chapter
39.12 of the Revised Code of Washington, as well as any other applicable prevailing wage rate
provisions. The latest prevailing wage rate revision issued by the Department of Labor and
Industries is attached.
7. CHANGES. The City may issue a written e�-e�� work change directive for any
change in the Contract work during the performance of this agreement. If the Contractor
determines, for any reason, that a change order is necessary, Contractor must submit a written
change order request to the City's project manager within two (2) business days of the date the
Contractor 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 Contractor's costs or
time for perforniance, the City will make an equitable adjustment. The City will attempt, in
good faith, to reach agreement with the Gontractor on all equitable adjustments. However, if the
parties are unable to agree, the City will determine the equitable adjustment as it deems
appropriate. The Contractor shall proceed with the change order work upon receiving a written
work change directive or change order from the City. If the Contractor fails to require a change
order within the time allowed, the Contractor waives its right to make any claim or submit
subsequent change order requests for that portion of the contract work. If the Contractor
disagrees with the equitable adjustment the Contractor must complete the change order work;
however, the Contractor may elect to protest the adjustment as provided below:
A. Procedure and Protest by the Contractor. If the Contractor disagrees with
anything required by a work change directive or change order, including
any direction, instruction, interpretation, or determination by the City, the
Contractor shall:
1. 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 Contract'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 Contractor is asserting a
schedule change or disruption.
The Contractor shall keep complete records of eYtra costs and time
incurred as a result of the protested work. The City shall have
PUBLIC WORKS AGREEMENT—Page 3 of 10
(betu�een City of Bremerton nnd LZ Systents, LLC)
access to any of the Contractor's records needed for evaluating the
protest.
3. The City will evaluate all protests, provided the procedures in this
section are followed. If the City determines that a protest is valid,
the City will adjust payment for work or time by an equitable
adjustment. No adjustment will be made for an invalid protest.
B. Contractor's Dutv to Complete Protested Work. In spite of any protest,
the Contractor shall proceed promptly with the work as the City has
ordered.
C. Contractor's Acceptance of Changes. The Contractor 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 Contractor 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, the Contractor also waives any additional entitlement and
accepts from the City any written order (including directions, instructions,
interpretations, and determination).
E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the
procedures of this section, the Contractor completely waives any claims
for protested work and accepts form the City any written order (including
directions, instructions, interpretations, and determination).
8. CLAIMS. The Contractor 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 Contractor unless a timely written claim is made in strict accordance with the applicable
provisions of this 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 Contractor knew, or should have known, of the facts giving rise to the claim. At a
minimum, a Contractor's written claim must include the information set forth regarding protests
in Section 7.A.2.a.-e.
FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM
WITHIN THE TIME ALLOW�D SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS
ARISING 1N ANY WAY FROM THE FACTS OIZ EVENTS SURROUNDING THAT CLAIM
OR CAUSED BY THAT DELAY.
PUBLIC WORKS AGREEMENT—Page 4 of 10
(hetween Ciry of Bremerton and L?Svstems, LLC)
Contractor 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.
9. WARRANTY. The Contractor 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 shall extend for one year form the
date such correction is completed and accepted by the City. The Contractor shall begin to
correct any defects within seven (7) calendar days of its receipt of notice from the City of the
defect. If the Contractor does not accomplish the corrections within a reasonable time, the City
may complete the corrections and the Contractor shall pay all costs incurred by the City in order
to accomplish the correction.
10. INDEMNIFICATION. Contractor 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
with the performance of this agreement, except for injuries and damages caused by the City's
negligence.
The City's inspection or acceptance of any of Contractor'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 damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the Contractor and
the City, its officials, employees, agents and volunteers, the Contractor's liability hereunder shall
be only to the extent of the Contractor's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERST'OOD THAT THIS
INDEMNIFICA'TION CONSTITUTES THE CONTRACTOR'S WAIVER OF IMMUNITY
UNDER 1NDUSTRIAL 1NSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSE OF
THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE
MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this
agreement.
l l. INSURANCE. The Contractor shall procure and maintain for the duration of this
agreement insurance of the types and in the amounts described below against claims for injuries
to persons or damage to property which may arise from or in connection with the performance of
the work by the Contractor, its agents, representative, employees, subconsultants or
subcontractors.
Before beginning work on the project described in this agreement, the Contractor shall
provide a Certificate of Insurance evidencing:
PUBLIC WORKS AGREEMENT—Page 5 of 10
(between City of L3ren�erton and L2 Systems, LLC)
1. 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 general 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;
explosion, collapse and underground (XCU); and employer's liability.
3. Excess Liabilitv insurance with limits not less than $1,000,000 per
occurrence and aggregate.
Any payment of deductible or self insured retention shall be the sole responsibility of
the Contractor.
The City, its officials, employees, agents and volunteers shall be named as an
additional insured on the insurance policy, as respects work performed by or on behalf of the
Contractor and a copy of the endorsement naming the City as additional insured shall be attached
to the Certificate of Insurance.
The Contractor's 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 Consultant's insurance shall be primary and non-contributory insurance as respects
the City and shall contain a waiver of subrogation against the City for claims arising out of any
operations, liabilities and obligations to which coverage applies. It shall be an affirmative
obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-5161, or by
certified mail, return receipt requested to City of Bremerton, attn: Risk Management, 345 6`n
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 reserves the right to receive a certified copy of all the required insurance
policies.
12. MISCELLANEOUS.
A. Nondiscrimination. In the hiring of employees for the performance of
, work under this Agreement or any sub-contract hereunder, the Contractor, its sub-contractors, or
any person acting on behalf of such Contractor or sub-contractor shall not, by reason of race,
religion, color, sex, national origin, or the presence of any sensory, mental, physical disability, or
PUBLIC WORKS AGREEMENT—Page 6 of 10
(between Ciry of Bremerton and L2 Systems, LLC)
sexual orientation discriminate against any person who is qualified and available to perform the
work to which the employment relates.
B. Compliance with Laws. Contractor shall comply with all federal, state
and local laws, rules and regulations throughout every aspect in the performance of this
agreement.
C. Work Performed at Contractor's Risk. Contractor 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 Contractor's own
risk, and Contractor 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.
D. Nonwaiver of Breach. The failure of the City to insist upon strict
performance of any of the terms and rights contained herein, or to exercise any option herein
conferred in one or more instances, shall not be constructed to be a waiver or relinquishment of
those terms and rights and they shall remain in full force and effect
E. 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
Contractor under any of the provisions of this agreement, resolution of that dispute shall be
available only through the jurisdiction, venue and rules of the Kitsap County Superior Court,
Kitsap County, Washington.
F. Attornev's Fees. To the extent not inconsistent with RCW 39.04.240, 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 limit the
City's right to indemnification under Section 10 of this agreement.
G. Written Notice. All communications regarding this agreement shall be
sent to the parties at the addresses listed on the signature page of this agreement, 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 on this agreement.
H. Assi nment. Any assignment of this agreement by the Contractor without
the written consent of the City shall be void.
I. 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 Contractor.
J. Severabilitv. If any one or more sections, sub-sections, or sentences of
this agreement are held to be unconstitutional or invalid, that decision shall not affect the validity
PUBL[C WORKS AGREEMENT—Page 7 of 10
(between City of Breinerton and L2 Systenrs, LLC)
of the remaining portion of this agreement and the remainder shall remain in full force and
effect.
K. Entire A�reement. The written provisions and terms of this agreement,
together with any attached Exhibits, supersede all prior verbal statements by any representative
of the City, and those statements shall not be construed as forming a part of or altering in any
manner this agreement. 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 contained in this agreement, the terms of this agreement shall prevail.
IN WITNESS WHEIZEOF, the parties below have executed this agreement.
CONTRACTOR THE CI Y OF BREMERTON
' �
Print Name: Print Na : Jeff Elevado
Title:�� Title: Director, Parks & Recreation
DATE ����/� DATE ����Zo��p
Notices to be sent to: Notices to be sent to:
CONTRACTOR: CITY OF BREMERTON:
�C v� s�id��ri,,t �S. Jeff Elevado
� 680 Lebo Blvd.
��� � c-� ����� Bremerton, WA 98310
(360) 473-5428
�9-�e", .� .5,� s�is ��L,�,� (360) 473-5882 (facsimile)
Jeff.Elevado@ci.bremerton.wa.us
PUBLIC WORKS AGRE.EMENT—Page 8 of 10
(behveen City of Br•e»7erton and L2 Systems, LLC)
APPROVED AS TO FORM:
i �
Bremerton City A orney
TEST: '
U�
-- Bremerton City Clerk
R.\LEGAL\Contracts�F'ORMS\Shorti'orm PW ngr.doc
PUBLIC WORKS AGREEMENT—Page 9 of]0
(between Cih�of Bremerton and L2 Systems, LLC)
ATYACHMENT A
City of Brerr�erton Parks & Recreation By: Glen Lee
Attn: Jeff Elevado 1/18/2016
Re: Harborside Water Feature Control Repair
Scope of Work: $21,243.00
Replace System PLC, HMI Display on Door, and Pump VFD
Provide new program to run fountains with schedule editor
Detail:
Remove door mounted Modicon HMI display, internal Modicon PLC,ADM &SPM Modules, 15HP
Square D VFD.
Install:
1 each Rockwell Compactlogix PLC L24ER w/inputs and outputs to connect all exiting items
1 each Rockwell Panelview Plus 6 10"Color Touchscreen Display
1 each Rockwell PowerFlex 525 15HP 208 VFD w/Ethernet/IP
1 each Rockwell Ethernet Switch and patch cables
Programming:
Create program routines for each function with editable time frames including:
Continuous Cascade
Bubble expression
Bubble Pulse
High Shot
Create Show configuration,where the above items and be grouped with adjustable time
frames with 10 different save files
Create Show Scheduler to allow user to activate the above saved shows per day of the week
and/or specific date.
Documentation: Provide new drawings for the added components only. Provide manual on CDRom
with.pdf files for programming, displays, and hardware provided.
General: We provide submittals, procurement,fabrication,factory testing, onsite installation, onsite testing,
startup services, and O&Ms for the equipment quoted.
Terms: NET 30, progress billing. Price does not include taxes.
Quote is valid for 120 days
Please call, if you have any questions on the above,
Thank You,
Glen Lee L2 Systems LLC
Office: 425-258-2402, Mobile:425-923-8317
GIen.Lee(c�L2SvstemsLLC.com L2 Systems License#L2SYSSL942QC
L2 Systems, LLC
3322 16th Street Everett, WA 98201 Phone: (425) 258-2402 Fax: (425) 258-2439