HomeMy WebLinkAbout5692GOODS AND SERVICES AGREEMENT
THIS AGREEMENT, is entered into between the City of Bremerton, a Washington
Municipal Corporation ("City"), and f ou rN d LxGa Ua 1 dq�
("Vendor"), whose mailing address is: 59 o z w. Shcr-rnar► d tiah+.s t _3re»+ rc ion• wp• 9831.1
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:
2. TIME OF COMPLETION. Vendor shall complete the work and provide all goods,
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3. COMPENSATION. The City shall pay the Vendor the total amount of 1 90 ?e,..
applicable Washington State Sales Tax, for the goods, materials and services
con emplated in this Agreement. The City shall pay the Vendor the following amounts
according to the following schedule:
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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 party, 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 Additional Costs, from any and all amounts due or
to become due the Vendor.
4. INDEPENDENT CONTRACTOR. Vendor is and shall be at all times acting as an
independent contractor and not as an employee of the City. The Vendor 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
Vendor, officer, agents, employees and sub -contractors. The Vendor shall also secure all
applicable business licenses, if required, in connection with the contract services, including_ all
required licenses for Vendor'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:
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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 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
Agreement 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 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 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.
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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(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 shall extend for one year from the date such
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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 officers,
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.
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:
1. Automobile Liability insurance with limits no less than $1,000,000 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.
3. Excess Liabilitv insurance with limits not less than 1,000,000 limit per occurrence
and aggregate.
4. Professional Liability insurance With limits no less than $1,000,000 limit per
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occurrence/claim.
5. Workers Compensation insurance as statutorily required by the Industrial
Insurance Act of the State of Washington, Title 51, Revised Code of Washington
and employer's liability with limits not less than $1,000,000.
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 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 Vendor 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 6th 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.
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 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.
Rev. 02-16
C. Documents Incorporated by 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 Photographs and Images. Vendor shall not use or distribute photographs
or images depicting City officials, personnel, property, or equipment whether
prepared by Vendor or provided by City without prior written 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 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, slate 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. 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.
L' 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 9 of this Agreement.
J. 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:
AttriZoc Lock ha{+ Attn: 0:,olf n 0,ort,u
City of Bremerton
345 6"' Street, Suite 600
Bremerton, WA 98337
Rev. 02-16
K. Assignment. Any assignment of this Agreement by the Vendor without the
written consent of the City shall be void.
L. 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.
M. 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.
N. 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:
c5�'.W moo.
Printplame: l i0C - T Zoca
Its:
Date:Tl/
CITY:
City of Bremerton
APPROVED AS TO FORM:
Brem To City Attorney
ATTEST: .
By.
City Clerk
R:\LegalEegal\Contracts\FORMS\Goods and Services Agreement (2017).docx
7
Rev. 02-16
Exhibit "A"
Vendor will haul 800 ton+/- of 3/8" BST rock from Pyramid quarry to City of Bremerton stockpile site at
Sayles Rd. Payment will be $11.00 per ton plus applicable taxes, as invoiced with weight scale tickets.
PREVAILING WAGES. Contractor shall file a "Statement of Intent to Pay Prevailing Wages," with the State of
Washington Department of Labor & Industries ("L&I") 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 L&I is attached. An "Affidavit of
Wages Paid" must be filed with L&I upon completion of the work.
6/20/2017
abouttlank
State of Washington
Department of Labor & Industries
Prevailing Wage Section - Telephone 360-902-5335
PO Box 44540, Olympia, WA 98504-4540
Washington State Prevailing Wage
The PREVAILING WAGES listed here include both the hourly wage rate and the hourly rate of fringe
benefits. On public works projects, worker's wage and benefit rates must add to not less than this
total. A brief description of overtime calculation requirements are provided on the Benefit Code
Key.
Journey Level Prevailing Wage Rates for the Effective Date: 6/20/2017
,Countvi Trade d _ Job Classification i Wa a lHolidaylOvertimei 'Note x
Kitsap
I Truck Drivers
Asphalt Mix Over 16 Yards (W.
$52.70
5D
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3A
8L
AWA -Joint Council 28)
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1
I Kitsap ITruck Drivers Asphalt Mix To 16 Yards (W. WA- $51.86 5D 3A i 8L
k _ 'Joint Council 28)
K Kitsap �Truck Drivers �T Dump Truck $19.660 �- 1
_ Truck And Trailer 19.60 ! 1 I
Kitsap Truck Drivers Dump u $
Kitsap Truck Drivers I Other Trucks [ $18.37 1 I g
u Kid 'tsap� Truck Drivers iTransit Mixer $20.79] 1 j