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5505
SPRAGUE MECHANICAL SERVICES, INC
GSA - Backflow Assembly Tester
Public Works
GS2011-169 Rev. 1 Capital Assets (Non-Real Property)
7/16/2015
7/15/2016
8/1/2016
2017
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AGENDA BILL
CITY OF BREMERTON
CITY COUNCIL
SUBJECT: Approve Goods and Services Study Session Date: July 8, 2015
Agreement with Sprague Mechanical for COUNCIL MEETING Date: July 15, 2015
Backflow Assembly Teste� Department: Public Works & Utilities
Presenter: Dave Carter
Phone: 360-473-5327
SUMMARY: The Utilities division is requesting the approval of the selected backflow assembly
tester. This tester will be contacted by the Utilities division to test private backflow assemblies when
the Customer does not satisfy the annual test requirement. The fee for the test and any necessary
repairs to the assembly will be added to the Customer's utility bill.
ATTACHMENTS: 1) Goods and Services Agreement
FISCAL IMPACTS (Include Budgeted Amount): No Impact
STUDY SESSION AGENDA: ❑x No Presentation O Full Presentation
STUDY SESSION ACTION: � Consent Agenda ❑ General Business ❑ Public Hearing
RECOMMENDED MOTION: Move to approve the Goods and Services Agreement between the City
of Bremerton and Sprague Mechanical and authorize the Mayor to finalize and execute the
agreement with substantially the same terms and conditions as presented.
COUNCIL ACTION: [�Approve
❑ Deny ❑ Table ❑ Continue ❑ No Action
Form Updated 01/07/15
GOODS AND SERVICES AGREEMENT
THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and
Spra�ue Mechanical ("Vendor"), whose mailing address is: P. O. Box 502 Belfair, WA. 98528.
The parties agree as follows:
VENDOR SERViCES. The Vendor shall provide the following goods and materials and/or perform the following services
for the Ciry: Test and reaai� if necessarv backRow assemb[ies within the Citv water svstem, as assiQned bv the Utillties
Compliance Saecialist within 10 davs of bein� notired All renair work must be are-anaroved bv the Utelities Comnliance
Saecialist
2. TERM OF CO1vTRACT. This agreement shall be in effect for a period of 365 davs from the date of signing. At the
discretion of the City, this agreement may be extended an additional 365 davs.
3. COMPENSATION. The City shall pay the Vendor the total amount of $25.00 per backRow test, including applicable
Washington State Sales Tax, for the goods and services contemplated in this Agreement. The City shall pay the Vendor 30.00 er
hour alus materials and required tax for tl:e necessarv renairs to assemblies that do not nass the initial tes� Minor reaalrs to the
assemblies that do not reQUire ren[acement aarts are included in the normal testinQ 1'ee.
A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or
unauthorized goods, materials or services.
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
securiry, 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 perform the assigned backflow tests.
B. The Vendor's failure to complete this Agreement within the time specified in this Agreement.
C. The Vendor's failure to comply with federal, state or local laws, rules or regulations.
D. The Vendor's filing for banlmiptcy or becoming adjudged banlavpt.
If the City terminates this Agreement for good cause, the Vendor shall not receive any further monies under this Agreement
beyond the backflow tests that had previously been completed by the Vendor.
Rev. 7/14
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. lf 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 lrnew 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. lf 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 Ciry, the Vendor shall:
1. Immediately give a signed written notice of protest to the Ciry;
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.
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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 Ciry 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 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 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).
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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 i fl 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 WTTHIN THE TIME ALLOWED
SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING 1N 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 l20
calendar days from the date the contract work is complete.
8. WARRANTY. The Vendor shall correct all defects in workmanship and materials within 30 days from the date of the City's
acceptance of the satisfactory test report. When defects are corrected, the warranty for that portion of the work shall extend for 30
days from the date such correction is completed and accepted by the City. The Vendor shall correct any defects within seven (10)
calendar days of its receipt of notice from the City of the defect.
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 TI-IE 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.
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10. INSURANCE. The Vendor shall procure and maintain for the duration of this Agreement, insurance against claims for
injuries to persons or damage to properly 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:
l. Automobile Liabilitv insurance with limits no less than $500,000.00 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 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 Liabiliry 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 and 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, arin: Risk Management, 345 6`� 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. MISCELLAlYEOUS.
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
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higher on the following list shall take precedence:
1. Addenda, if any,
2. Contract,
3. Specifications,
4. Terms and Conditions,
5. Contractor's proposal.
C. Documents lncorporated 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 Photo�raphs and Ima e�s. 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, state 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. lf 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.
I. Attorne, 'sy 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:
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Notices to be sent to:
Rev. 7/14
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VENDOR:
Attn: _ Gordon Sprague
Sprague Mechanical
P O Box 502
Belfair, WA. 98528
CITY:
Attn: Dave Carter
Utilities Division
100 Oyster Bay Ave N
Bremerton, WA. 98312
K. Assi�nment. 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. 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 validiry of the remaining portion of this Agreement and
the remainder shall remain in full force and effect.
N. Entire A er�ement. 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.
VEN DOR:
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C[TY:
City of Bremerton
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Date: 7 �7
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By:
ity Clerk
APPROVED AS TO F
By:
remerton City Attorney
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Rev. 7/14