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HomeMy WebLinkAbout5643 6} C/ X62 GOODS AND SERVICES AGREEMENT THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and /3 c___Cains' Tree Service /3 r`f Vendor"),whose mailing address is: 7 St. r`/e.t 7 # S 5 9' The parties agree as follows: /00?TC)` /Md- [3) *.s 1. VENDOR SERVICES. The Vendor shall provide the following goods and materials and/or perform the following services for theCity: Tr ea. C',v44(n5 and rVIN oval SCOPE:The vendor agrees to perform the services more specifically described in the scope of work and duties,including any attachments thereto, attached hereto as Exhibit A, which is incorporated by reference herein. The scope of work and duties may be modified only pursuant to section 10.K of this agreement. If the scope of work and duties provides for unspecified additional services,such services shall only be performed upon the express written request of the city. Vendor further represents that the services furnished under this agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. as outlined in work specifications. 2. TIME OF COMPLETION. The term of this agreement shall commence on(date)_12/19/16_and will terminate on _2/1/17_,unless terminated earlier pursuant to this agreement. 3. COMPENSATION. The City shall pay the Vendor in an amount not to exceed$_5,500.00.Vendor shall bill for services at the specific rates,attached hereto as Exhibit B,Bid Proposal,which is incorporated by reference herein. Vendor shall submit billing statement describing work performed and amount charged for services. The descriptions shall conform to and fall within the categories set out in the Scope of Services. Upon receipt of a conforming billing statement,the City shall promptly process the payment. Vendor shall not perform work beyond the Scope of Services and Duties,nor shall vendor be compensated for such work,unless the Scope of Service and Duties or amount of compensation is modified pursuant to this Agreement. Vendor shall only be compensated for additional services if requested pursuant to Section 10.K and,if not otherwise provided,such compensation shall be in accordance with this Section. If a billing statement does not conform to this Agreement,the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve vendor of its obligations under this Agreement. 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 Vendor's refusal or failure to supply a sufficient number of properly skilled workers for completion of this Agreement. B. The Vendor's failure to make full and prompt payment to subcontractors or for material or labor. C. The Vendor's failure to comply with federal,state or local laws,rules or regulations. D. 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 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 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 by the Vendor. If 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: 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 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. 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. Vendor's Duty 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 Changes. 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,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 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 if)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 giving rise to the claim. At a minimum,a Vendor's written claim must include the information set forth regarding protests in Section 6(AX2)(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. 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 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 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 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 termination of this Agreement. 9. 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: 1. Automobile Liability insurance with limits no less than$500,000 combined single limit per accident for bodily injury and property damage;and 2. Commercial General Liability 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 self 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 the City shall be given thirty(30)days prior written notice by certified mail,return receipt requested,of any cancellation,suspension or material change in coverage. 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. 10. 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 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. Scope of Work&Duties(Exhibit A) 4 Ru Prnnosal(Rxhihit 111 5.Work Specifications C. Documents Incorporated by Reference. The following documents are incorporated by reference,to include,but not be limited to: 1. Scope of Work&Duties 2. Bid Proposal 3. Work Specifications D. 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. E. 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. F. 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. G. Governing 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 under 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. H. Attorney'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 limit the City's right to indemnification under Section 8 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: Notices to be sent to: VENDOR: CITY: Attn: Attn: City Clerk City of Bremerton 345 6th Street,Suite 600 Bremerton,WA 98337 J. Assignment. Any assignment of this Agreement by the Vendor without the written consent of the City shall be void. K. 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 Vendor. L. Severability. 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 of the remaining portion of this Agreement and the remainder shall remain in full force and effect. M. Entire Agreement. 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 WHEREOF,the parties below have executed this Agreement. VENDOR: CITY: City of Bremerton Prmt Nam- � arlir - Print Name: A. Its: Its: OF • • Date: 0 2 ! Date: 1 4 S 1 (0 APPROVED AS TO FORM: By: Bremerton® ttorney ATTEST: .4 By: �• " City Clerk Exhibit A Vendor will cut down, remove trees and clean up any debris resulting from tree cutting at; 1) The intersection of 6th St. & unimproved ROW of Meade Ave. These three trees are marked with white paint. City of Bremerton will supply signs and traffic cones as needed for traffic control. 2) Approximately 200' S.E. of Lilac Lane on Harlow Dr., 1 dead Madrone tree. City of Bremerton will supply traffic control for the duration of work. 3) Mid-block of 17th St. between Wycoff Ave. and Cambrian Ave., 1 dead Dogwood tree. City of Bremerton will supply signs and traffic cones as needed for traffic control. • DATE(MM/DD/YYYY) ACORD CERTIFICATE OF LIABILITY INSURANCE �.� 03/21/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER,THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Kaitlyn Grose Olympic Northwest Insurance,Inc (A/CC,Nly,Ext): 360-337-0116 FAX No):360337-0135 PO Box 1009 I 1480 NW Sid Uhinck Dr ADOAI SS: kgrose@olynorthwest.com Silverdale, WA 98383 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Colony Insurance Company INSURED INSURER B Cains Tree Care,Inc. INSURER C: 7524 SE Mile Hill Drive INSURER D: _ Port Orchard,WA 98366-8750 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: 00000000-1355793 REVISION NUMBER: 5 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTRR ADDL TYPE OF INSURANCE NSD SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DDIYYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y 101 PKG0009513-02 03/11/2017 03/11/2018 EACH OCCURRENCE _$ 1,000,000 DAMAGE CLAIMS-MADE X OCCUR PREM SESO(Ea occcu RENTED $ 100,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ 2,000,000 X POLICY CrJELOC PRODUCTS-COMP/OPAGG $ INCLUDED OTHER: $ A AUTOMOBILE LIABILITY 101PKG0009513-02 03/11/2017 03/11/2018 (EOaBIINED)INGLE LIMIT $ 300,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY X AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITYY/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is additional insured with respects the named insured's operations,subject to policy conditions, exclusions,and endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Bremerton ACCORDANCE WITH THE POLICY PROVISIONS. 100 Oyster Bay Ave N Bremerton,WA 98312 AUTHORIZED REPRESENTATIVE 4 0 S? (KRG) ©198:0115 AC t.7'T ORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks o ACORD Printed by KRG on March 21,2017 at 08:46AM • r 101 PKG 0009513-02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s)or Organization(s) (Additional Insured): Location(s) of Covered Operations: City of Bremerton As required by written contract 100 Oyster Bay Ave N Bremerton, WA 98312 A. SECTION II —WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for"bodily injury", "property damage"or"personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury"or"property damage"for which the additional insured(s) are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations at Work "Bodily injury" or"property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of"your work'out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" arising directly or indirectly out of the negligence of the additional insured(s). ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. U156-0310 Includes copyrighted material of ISO Properties, Inc., Page 1 of 1 with its permission.