HomeMy WebLinkAbout3 - Legal Review Submission_ Goods and Services Agreement - FINAL.docxPage 1 of 10
Goods and Services Agreement
Rev. 06/2020
GOODS AND SERVICES AGREEMENT
THIS AGREEMENT, is entered into between the City of Bremerton, a Washington
Municipal Corporation ("City"), and Parking Logix, Inc. ("Vendor"), whose mailing address is:
992 Rue d'Upton, LaSalle, Quebec H8R 2T9 Canada. The parties agree as follows:
I. VENDOR SERVICES. The Vendor shall provide the following goods and materials
and/or perform the following services for the City: 1) Provide and deliver the equipment and
hardware as outlined in Exhibit A; 2) Provide the Software as a service, project management,
training and equipment maintenance as outlined in Exhibit B.
II. TIME OF COMPLETION. Vendor shall complete the work and provide all goods,
materials and services within 120 calendar days from the date all parties have signed this
Agreement. The open space software and data connection shall be available to the City of
Bremerton under warranty per Section VIII.
III. COMPENSATION. The City shall pay the Vendor the total amount of $11,194.30,
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: $2,237.50 prior to delivery upon invoicing, the balance remaining shall
be paid upon after installation. This payment of $11,194.30 includes the first year of data service
and software as a service access for the Open Space software. Subsequent years include an
additional monthly charge of $110.00 for data service.
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.
IV. 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 subcontractors. 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 subcontractors.
V. 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
DocuSign Envelope ID: B83E3FAF-0E7D-4CFE-8001-DBF0EDF3ADB6
Page 2 of 10
Goods and Services Agreement
Rev. 06/2020
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.
VI. 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
DocuSign Envelope ID: B83E3FAF-0E7D-4CFE-8001-DBF0EDF3ADB6
Page 3 of 10
Goods and Services Agreement
Rev. 06/2020
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 Vendo r'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, interp retations,
and determination).
VII. 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 VI(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.
DocuSign Envelope ID: B83E3FAF-0E7D-4CFE-8001-DBF0EDF3ADB6
Page 4 of 10
Goods and Services Agreement
Rev. 06/2020
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.
VIII. WARRANTY. The Vendor shall correct all defects in workmanship and materials within
one year from the date of the City's acceptance of the goods and contract work. When defects are
corrected, the warranty for that item or portion of the work shall 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. Additionally, per Exhibit D, the vendor has supplied a 2-year limited warranty.
IX. 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.
X. 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:
A. Automobile Liability insurance with limits no less than $1,000,000 combined
single limit per accident for bodily injury and property damage; and
DocuSign Envelope ID: B83E3FAF-0E7D-4CFE-8001-DBF0EDF3ADB6
Page 5 of 10
Goods and Services Agreement
Rev. 06/2020
B. 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.
C. 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 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 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
100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change
of any insurance policy required 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.
XI. 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 Agreement. B&O
taxes shall be paid when due, and Vendor, by this Agreement, assigns any payments due under
this Agreement to the City Clerk for payment of such taxes which have been declared delinquent.
DocuSign Envelope ID: B83E3FAF-0E7D-4CFE-8001-DBF0EDF3ADB6
Page 6 of 10
Goods and Services Agreement
Rev. 06/2020
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. Amendments / Change Orders to Goods and Services Agreement
2. Goods and Services Agreement
3. Specifications
4. Terms and Conditions
5. Vendor’s Proposal
C. Documents Incorporated by Reference. The following documents are incorporated
by reference, including but not 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. Equal Employment Opportunity Statement. 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 discriminate in any employment practice on the basis of age (40+),
sex, race, creed, color, national origin, sexual orientation/gender identity, marital status, military
status, or the presence of any physical, mental or sensory disability.
F. ADA Statement. The City of Bremerton does not discriminate on the basis of
disability in programs and activities, which it operates pursuant to the requirements of the
Americans with Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both
employment and admission to participation in the programs, services and activities of the City of
Bremerton. Reasonable accommodation for employees or applicants for employment will be
provided.
G. 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.
H. Prevailing Wages. Vendor 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. Vendor 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.
I. 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
DocuSign Envelope ID: B83E3FAF-0E7D-4CFE-8001-DBF0EDF3ADB6
Page 7 of 10
Goods and Services Agreement
Rev. 06/2020
with the work.
J. 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.
K. 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 IX of this Agreement.
L. 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:
CITY: VENDOR:
Attn: Contracts Administrator Attn: Josh Eisen
City of Bremerton Parking Logix, Inc.
345 6th Street, Suite 100 992 rue d’Upton, Lasalle, QC
Bremerton, WA 98337-1891 Canada, H8R 2T9
M. Assignment. Any assignment of this Agreement by the Vendor without the written
consent of the City shall be void.
N. 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.
O. Severability. If any one or more sections, subsections, 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.
P. 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.
DocuSign Envelope ID: B83E3FAF-0E7D-4CFE-8001-DBF0EDF3ADB6
Page 8 of 10
Goods and Services Agreement
Rev. 06/2020
IN WITNESS WHEREOF, the parties below have executed this Agreement.
CITY: VENDOR:
City of Bremerton Parking Logix, Inc.
By: By:
Print Name: Greg Wheeler Print Name:
Its: Mayor Its:
Date: Date:
APPROVED AS TO FORM: ATTEST:
By: By:
ROGER A. LUBOVICH, Bremerton City Attorney ANGELA HOOVER, City Clerk
R:\Legal\Legal\Forms\FORMS ON COBWEB\Goods and Services Agreement Rev 06 2020.docx
DocuSign Envelope ID: B83E3FAF-0E7D-4CFE-8001-DBF0EDF3ADB6
Josh Eisen
President, Parking Logix
6/9/20216/9/2021
Page 9 of 10
Goods and Services Agreement
Rev. 06/2020
EXHIBIT A: Scope of Service
Permitting, Installation and electrical connections to be provided by City staff.
DocuSign Envelope ID: B83E3FAF-0E7D-4CFE-8001-DBF0EDF3ADB6
Page 10 of 10
Goods and Services Agreement
Rev. 06/2020
Exhibit B: Software as service, equipment maintenance, project management, training and customer service.
Software as a Service: a data subscription at $110 per month per lot/garage hosted by amazon
web services in Virginia, USA.
Equipment Maintenance: There is zero monthly or yearly maintenance on the system. All
system hardware is covered on a 2-year warranty.
Project Management: Remote guidance from Parking Logix is available.
Training on system operation will be done remotely.
Customer Service: Our support is provided 8:00am, EDT to 5:00pm, EDT. 1-877-727-5423 ext.
628
DocuSign Envelope ID: B83E3FAF-0E7D-4CFE-8001-DBF0EDF3ADB6