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HomeMy WebLinkAbout6775 Docusign Envelope ID: E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E GOODS AND SERVICES AGREEMENT THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal Corporation("City"), and Ovivo USA, LLC("Vendor"),whose mailing address is:4246 Riverboat Road, Ste 300, Salt Lake City, Utah 84123 -2583 The parties agree as follows: L VENDOR SERVICES. The Vendor shall provide the following goods and materials and/or perform the following services for the City: Purchase of 20 new Aeration Basin Diffusers #T3.0-15 per quote Q1425.2-KB attached as Exhibit A and per terms and conditions attached per Exhibit B IL TIME OF COMPLETION. Vendor shall complete the work and provide all goods, materials and services within 14 weeks lead time from the date all parties have signed this Agreement. III. COMPENSATION. The City shall pay the Vendor the total amount of $19,785.95, 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: 30 Days from receipt of invoice 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 Page 1 of 8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID: E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E 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 or disruption if the Vendor is asserting a schedule change or disruption. Page 2 of 8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID: E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E 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). 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. 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. Page 3 of 8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID: E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E 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 contract work. When defects arc corrected, the warranty for that portion of the work shall extend for ono year from the date such correction i 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. IX, INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, omployoos, agents and voluntoors 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 tho performance of this Agreement. Vendor's obligation to indemnify shall not extend to that portion of damages caused by the City's solo negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not bo grounds to avoid any of those covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 1.211.115, 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, omployoos, agents and voluntoors,the Vendor's liability hereunder shall bo 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 TNDT - TRIAL INSU ANCT: TITLE 51 DCWT1 SOLE V LOTJ THT: PU POSES OL THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVEP. 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 leas than $1,000,000 combined single limit per accident for bodily injury and property damage; and B. Commercial Ceneral 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 bo limited to: blanket contractual; products/completed operations/broad form property damage; and employer's liability. Page 4 of 8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID: E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E C. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate. D. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim. E. 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 loss than $1,000,000. Any payment of deductible or self insured retention shall be the solo responsibility of the Vendor. All required policies shall be provided on an "occurrence" basis oxcopt 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 Cenral Liability insurance policy, as respects work performed by or on behalf of the Vendor and a copy of tho 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 tho 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) 173 5161, or by certified mail, return receipt requested to City of Bremerton, Attn: Pink Management, 315 Gth Street, Suite. 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive chango of any insurance policy required heroin, and failure to do so shall be construed to be a broach 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. B. Conflict and Precedence. In the event of a conflict between the contract documents, Page 5 of 8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID: E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E 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. L 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. Page 6 of 8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID: E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E 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: Eric Burris Attn: Victor Pedroni City of Bremerton Ovivo USA, LLC 345 6th Street, Suite 100 4246 Riverboat Rd, Ste 300 Bremerton, WA 98337-1891 Salt Lake City, Utah, 84123-2583 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. Suspension & Debarment. For contracts involving Washington State or Federal funding, Vendor hereby certifies, by signing this agreement, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Washington State, Federal department, or agency. Vendor shall provide immediate written notice to the City if at any time it learns that it is or has become ineligible for certification. Should Vendor enter into a covered transaction with another firm, Vendor agrees by signing this agreement that it will verify that the firm with whom it intends to do business is not debarred, suspended, ineligible, excluded or disqualified. Q. 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. Page 7 of 8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID: E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E IN WITNESS WHEREOF, the parties below have executed this Agreement. CITY: VENDOR: CITY OF BREMERTON Ovivo USA, LLC Signed by: Signed by: B VA,Ovios ��,l�l,�t,c� B a ru i, f 7uYt S Y� 437i39 Y� BD33C7ABODD3434... Print Name: Print Name: Karen Burns Its: Public works Director Its: Product Manager Date: 10/15/2024 Date: 10/16/2024 APPROVED AS TO FORM: ATTEST: Signed by: Signed by: By: 6(A,A.c1 rue' By: �In�P , oo\AU �� Z��u5�U4��5c,4T1-.,. KYLI� J.5 t t Bremerton City Attorney ANGELA HOOVER, City Clerk R:\Legal\Legal\Forms\FORMS ON COBWEB\Goods and Services Agreement Rev.04 2023.docx Page 8 of 8 Goods and Services Agreement Rev. 04/2023 Docusign Envelope ID: E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01E PROPOSAL OV I VO Worldwide Experts Q1425.2- KB in Water Treatment 31 J U LY 2024 CITY OF BREMERTON WWTP BREMERTON, WA 11, 1111 11, dr_ AREA REPRESENTATIVE • Victor Pedroni me. Pedroni Co. 425.369.6164 victor@pedroni-co.com • 111 • • a . Karen Burns Ovivo USA,LLC Phone(801)931-3027 4246 Riverboat Road—Suite 300 Fax (801)931-3080 Salt Lake City,Utah 84123-2583 Ka ren.burns@ovivowater.com Docusign Envelope ID:E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E PROPOSAL I Q1425.2-KB 131 July 24 I PROJECT SUMMARY: Ovivo USA, LLC (formerly EIMCO Water Technologies — EWT") is pleased to offer the following proposal to provide a variation of replacement diffusers and membrane kits with Ovivo supervisor and training services. This is for the existing Ovivo Aeration System. ITEM I: REPLACEMENT DIFFUSERS: - T3.0-15 New Diffusers — Includes 316 SS diffuser base, polyurethane membrane, peripheral strips, 316 SS caps, seals, etc. — Completely assembled and leak tested from the factory Freight(Approximate 14-week lead time) Five(5)Spare compression fittings Items NOT Included - Anchors, hardware or compression fittings (existing to be reused) Piping, pipe fittings,tubing,fittings or supports Removal or installation services ITEM II: MEMBRANE REPLACEMENT KITS INCLUDE THE FOLLOWING: (Per Kit) - One(1)T3.0-15 Polyurethane membrane Two (2) Peripheral strip A short ends - Two (2) Peripheral strip A long sides Double sided tape One(1) Rubber seal - One(1) Lower membrane washer One(1) Upper membrane washer Chemicals (Silicone,Sikaflex adhesive,Sikaflex primer) - 100' Spare Tiger-flex hose Teflon tape Freight Items NOT Included - Stainless steel panel and stainless-steel components (existing to be reused) Anchors, hardware or compression fittings (existing to be reused) - Piping, pipe fittings,tubing,fitting or supports - No components not specifically mentioned above Removal or installation services Ovivo USA,LLC 14246 Riverboat Road,Suite 300,Salt Lake City,Utah 84123 USA I Tel:(801)931-3000 I Fax:(801)931-3080 ovivowater.com Docusign Envelope ID:E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E PROPOSAL I Q1425.2-KB 131 July 24 I ITEM III: RESKINNING SERVICES: T3.0-15 Diffusers to be rebuilt at our rebuild shop in San Diego, CA Supervision and labor to install new membranes on existing stainless-steel panels, tools and other construction equipment as needed Perform leak testing and repair leaks as necessary Transportation cost to/from rebuild facility(Does NOT include crating, which will be required for shipment) Lead time is approximately 4-6 weeks after receipt of shipment to our rebuild shop in San Diego, CA Items NOT Included - Crating(To be provided by the owner) Pipe repair - Tubing - Anchors, hardware and compression fittings (existing to be reused) Removal of old debris—Diffusers need to be free of debris and power washed prior to shipment to the rebuild facility - Installation or removal of diffusers from basin Startup or checkout services ITEM SPECIFICATION EQUIPMENT ESTIMATED PRICE '1.4411) SECTION LEAD TIME N/A Twenty(20) New T3.0-15 Diffusers 14 Weeks $18,119.00 Sales Tax 9.2% $1,666.95 Total for New Diffusers $19,785.95 II&III N/A Twenty(20) Rebuilt T3.0 15 14 Weeks $13,940.00 Diffusers Sdles Tdx 22% $1,282.48 Total Far Rebuilt.Diffusers $15,222.48 Ovivo USA,LLC 14246 Riverboat Road,Suite 300,Salt Lake City,Utah 84123 USA I Tel:(801)931-3000 I Fax:(801)931-3080 ovivowater.com Docusign Envelope ID:E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E PROPOSAL I Q1425.2-KB I31 July 24 I PRICING TERMS All prices quoted are in US Dollars. After expiration of the pricing effective period, prices will be subject to review and adjustment. Prices quoted are FOB point of shipment, with freight included to an accessible point nearest the jobsite. Performance and payment security, including but not limited to bonds, letters of credit, or bank guarantees, are not included, but can be provided if purchased for an additional cost. Federal, state or local sales, use or other taxes are not included in the sales price. PRICE ESCALATION September 24, 2024 The prices submitted are based upon Purchaser's acceptance of this proposal by August 4, not to exceed 30 days from the date of this proposal. If a binding purchase order is not received by Ovivo prior to the above referenced date, prices and shipping dates are subject to review and adjustment by Ovivo. Additionally, due to the unpredictability of material and labor prices and availability, including but not limited to recent sharp increases in carbon steel, stainless steel, aluminum, other metal prices, electrical components, coatings, FRP, shipping, and labor prices in the North American and worldwide markets (the "Labor and Material Price(s)"), Ovivo, shall not assume responsibility for such possible escalations and impacts to schedule beyond the validity date of its proposal or between the date of the executed Contract and the procurement of such labor and material. Ovivo may increase the price of its proposal or require additional payment in the form of a change order due to any Labor and Material Price increase (a)that exceeds 5% per annum of the price of the specific labor or material in place on the date of Ovivo's proposal or (b) when product fabrication utilizing labor or materials does not commence until more than 6 months after the purchase order date, due primarily to actions of parties other than Ovivo. Furthermore, Ovivo is entitled to adjust its delivery date to account for such delay. Any Labor and Material Price increase shall be based on an industry-standard pricing measure or index for that particular labor or material that accurately represents the market increase or, at Ovivo's reasonable discretion, actual increases incurred by Ovivo. The resulting cost and schedule impact shall be disclosed to the Buyer prior to fabrication. Notwithstanding the above, should requested shipment dates be extended primarily due to actions of parties other than by Ovivo or its suppliers, Ovivo reserves the right to charge 1.5% per month of the Contract Price for each month or partial month of delay, unless said delay is agreed to in writing by all affected parties. Ovivo USA,LLC 14246 Riverboat Road,Suite 300,Salt Lake City,Utah 84123 USA I Tel:(801)931-3000 I Fax:(801)931-3080 ovivowater.com Docusign Envelope ID:E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E PROPOSAL I Q1425.2-KB I31 July 24 I Any additional duties and tariffs invoked after the date of its proposal will be added to the total proposed price. GENERAL NOTES The dates of drawing submission and shipment of the Products represents Ovivo's best estimate, but is not guaranteed, and Ovivo shall not be liable for any damages due to late delivery, including but not limited to liquidated damages. The Products shall be delivered to the delivery point or points in accordance with the delivery terms stated in this proposal. If such delivery is prevented or postponed by reason of Force Majeure, as defined in Ovivo's standard terms and conditions of sale, Ovivo shall be entitled at its option to tender delivery to Purchaser at the point or points of manufacture, and in default of Purchaser's acceptance of delivery, to cause the Products to be stored at such a point or points of manufacture at Purchaser's expense. Such tender, if accepted, or such storage, shall constitute delivery for all purposes of this proposal. If shipment is postponed at request of Purchaser, or due to delay in receipt of shipping instructions, payment of the purchase price shall be due on notice from Ovivo that the Products are ready for shipment. Handling, moving, storage, insurance and other charges thereafter incurred by Ovivo with respect to the Products shall be for the account of Purchaser and shall be paid by Purchaser when invoiced. This equipment is being provided to replace existing equipment, as described, and will be covered by our standard mechanical warranty. Please note that unless directly stated otherwise, Ovivo is not providing any sort of guarantee or warranty regarding process or performance as part of this proposal. As an equipment supplier, Ovivo's scope of responsibility is limited to the equipment that it supplies and its ability to meet the agreed upon project specifications. Unless expressly stated in its proposal document, Ovivo is not responsible for a treatment plant's process performance, engineering decisions in relation to the plant's construction or operation nor the appropriateness or compatibility of Ovivo's equipment within such plant. DELIVERY Ovivo intends to ship all Products as indicated above after receipt of approved purchase order and approved submittal drawings from Purchaser, if applicable. However, the date of shipment of the Products represent Ovivo's best estimate, but is not guaranteed, and Ovivo shall not be liable for any damages due to late delivery, including but not limited to liquidated damages. The Products shall be delivered to the delivery point or points in accordance with the delivery terms stated in this proposal. If such delivery is prevented or postponed by reason of Force Majeure, as defined in Ovivo's standard terms and conditions of sale, Ovivo shall be entitled at its option to tender delivery to Purchaser at the point or points of manufacture, and in default of Purchaser's acceptance of delivery, to cause the Products to be stored at such a point or points of manufacture at Ovivo USA,LLC 14246 Riverboat Road,Suite 300,Salt Lake City,Utah 84123 USA I Tel:(801)931-3000 I Fax:(801)931-3080 ovivowater.com Docusign Envelope ID:E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E PROPOSAL I Q1425.2-KB 131 July 24 I Purchaser's expense. Such tender, if accepted, or such storage, shall constitute delivery for all purposes of this proposal. If shipment is postponed at request of Purchaser, or due to delay in receipt of shipping instructions, payment of the purchase price shall be due on notice from Ovivo that the Products are ready for shipment. Handling, moving, storage, insurance and other charges thereafter incurred by Ovivo with respect to the Products shall be for the account of Purchaser and shall be paid by Purchaser when invoiced. PAYMENT TERMS Payment terms are: One hundred percent (100%) payment due within thirty (30) days after Purchaser's receipt of invoice. Invoices will be submitted after all materials have been received at the job site, not to exceed 30 days from delivery. Credit is subject to acceptance by the Ovivo Credit Department. Purchaser shall remit payment for proper invoices received from Ovivo in accordance with the payment terms stated above even if the Purchaser has not been paid by the Purchaser's customer (the "Owner") if Purchaser is not the end-user of the Products. Payments are due within thirty (30) days after Purchaser's receipt of invoice. Overdue and unpaid invoices are subject to a service charge of 2%per month until paid. If Purchaser requests or causes cancellation, suspension or delay of Ovivo's work, Purchaser shall accept transfer of title and pay Ovivo all appropriate charges incurred up to date of such event plus Ovivo's overhead and reasonable profit. Additionally, all charges related to and risks incidental to storage, disposition and/or resumption of work shall be borne solely by Purchaser. Full payment for all work shall be due and payable thirty (30) days from the date work is placed into storage. TAXES Federal, State, or local sales, use or other taxes are not included in the sales price. Such taxes, if applicable, shall be for Purchaser's account. BACKCHARGES In no event shall Purchaser/Owner do or cause to be done any work, purchase any services or material or incur any expense for the account of Ovivo, nor shall Ovivo be responsible for such work or expenses, until after Purchaser/Owner has provided Ovivo's PROJECT MANAGER full details (including estimate of material cost and amount and rate of labor required) of the work, services, material or expenses, and Ovivo has approved the same in writing. Ovivo will not accept Products returned by Purchaser/Owner unless Ovivo has previously accepted the return in writing and provided Purchaser/Owner with shipping instructions. Ovivo USA,LLC 14246 Riverboat Road,Suite 300,Salt Lake City,Utah 84123 USA I Tel:(801)931-3000 I Fax:(801)931-3080 ovivowater.com Docusign Envelope ID:E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E PROPOSAL I Q1425.2-KB I31 July 24 I **PURCHASE ORDER SUBMISSION** In an effort to ensure all purchase orders are processed timely and efficiently, please submit all purchase order documentation to the following department and address: Ovivo USA, LLC Attn: Karen Burns 4246 Riverboat Road, Suite 300 Salt Lake City, Utah 84123-2583 Tel. #:801-931-3027 karen.burns@ovivowater.com ADDITIONAL FIELD SERVICE When included and noted in the Product pricing of each proposal item, Ovivo will supply the service of a competent field representative to inspect the completed installation and adjustment of equipment, supervise initial operation, and instruct Owner's personnel in the operation and maintenance of each proposal item for the number of eight (8) hour days. Notwithstanding Ovivo's performance of the above-referenced services, Ovivo shall not be held liable for any faulty workmanship or other defects in the Products' installation, or for other goods and/or services, performed by third parties unless such goods and/or services are expressly included under Ovivo's scope of work. If additional service is required over and above the Field Services described above, it will be furnished to the Purchaser and billed to him at the current rate for each additional day required, plus travel and lodging expenses incurred by the service personnel during the additional service days. It shall be the Purchaser's responsibility to provide for all necessary lubrication of all equipment prior to placing equipment in operation. All equipment must be in operating condition and ready for the Field Service Engineer when called to the project location. Should the Contractor not be ready when the Field Service Engineer is requested or if additional service is requested,the Ovivo current service rates will apply for each additional day required, plus travel and lodging expenses incurred by the service personnel during the additional service days. SURFACE PREPARATION AND PAINTING GENERAL INFORMATION If painting the Products is included under Ovivo's scope of work, such Products shall be painted in accordance with Ovivo's standard practice. Shop primer paint is intended to serve only as minimal protective finish. Ovivo will not be responsible for condition of primed or finished painted surfaces after equipment leaves its shops. Purchasers are invited to inspect painting in our shops for proper preparation and application prior to shipment. Ovivo assumes no responsibility for field service preparation or touch-up of shipping damage to Ovivo USA,LLC 14246 Riverboat Road,Suite 300,Salt Lake City,Utah 84123 USA I Tel:(801)931-3000 I Fax:(801)931-3080 ovivowater.com Docusign Envelope ID:E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E PROPOSAL I Q1425.2-KB I31 July 24 I paint. Painting of fasteners and other touch-up to painted surfaces will be by Purchaser's painting contractor after mechanism erection. Clarifier motors, gear motors and center drives shall be cleaned and painted with manufacturer's standard primer paint only. It is our intention to ship major steel components as soon as fabricated, often before drives, motors and other manufactured components. Unless you can insure that shop primed steel shall be field painted within thirty (30) days after arrival at the jobsite, we encourage you to purchase these components in the bare metal (no surface prep or primer)condition. Ovivo cannot accept responsibility for rusting or deterioration of shop applied prime coatings on delivered equipment if the primed surfaces have not been field painted within thirty (30) days of arrival at the jobsite using manufacturers' standard primers. Other primers may have less durability. GENERAL ITEMS NOT INCLUDED Unless specifically and expressly included above, prices quoted by Ovivo do not include unloading, hauling, erection, installation, piping, valves, fittings, stairways, ladders, walkways, grating, wall spools, concrete, grout, sealant, dissimilar metal protection, oakum, mastic,field painting, oil or grease, electrical controls, wiring, mounting hardware, welding, weld rod, shims, leveling plates, protection against corrosion due to unprotected storage, special engineering, or overall plant or system operating instructions or any other products or services. Performance and payment security, including but not limited to bonds, letters of credit, or bank guarantees,are not included, but can be provided if purchased for an additional cost. MANUALS The content of any and all installation, operation and maintenance or other manuals or documents pertaining to the Products are copyrighted and shall not be modified without the express prior written consent of Ovivo. Ovivo disclaims any liability for claims resulting from unauthorized modifications to any such manuals or other documents provided by Ovivo in connection with the Project. WARRANTY AND CONDITIONS Ovivo standard Terms and Conditions of Sale is attached and made an essential part of this proposal. These terms and conditions are an integral part of Ovivo's offer of Products and related services and replace and supersede any terms and conditions or warranty included in Purchaser or Owner requests for quotation or specifications and cannot be changed without written approval from an authorized representative of Ovivo. Ovivo USA,LLC 14246 Riverboat Road,Suite 300,Salt Lake City,Utah 84123 USA I Tel:(801)931-3000 I Fax:(801)931-3080 ovivowater.com Docusign Envelope ID:E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E PROPOSAL I Q1425.2-KB 131 July 24 I PERFORMANCE WARRANTY DISCLAIMER The performance of the Products is dependent upon many factors, including, but not limited to, the influent or feed quality and quantity, additives required, time,temperature, rates of change, sizing criteria used, operating conditions, etc. Therefore, Ovivo cannot assume any liability or responsibility for performance or process results that Purchaser is expecting or has predicted. No verbal or written information or advice given by any personnel of the Ovivo shall create a warranty or in any way increase the scope of the warranties. THE PARTIES AGREE THAT, OTHER THAN ITS MECHANICAL WARRANTY SET FORTH IN THIS PROPOSAL, OR ANY PERFORMANCE WARRANTY SET FORTH ON OVIVO'S STANDARD ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY PROCESS OR PERFORMANCE RELATED WARRANTIES OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, WHETHER WRITTEN, ORAL OR STATUTORY, ARE EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY LAW. GENERAL NOTES The Infrastructure Investment and Jobs Act signed into law on November 15, 2021, includes substantive changes to Buy America requirements compared to those specified in the preceding American Iron and Steel Act, While Ovivo fabricates and procures the vast majority of steel domestically for our equipment for the United States market, there are certain components that are either unavailable domestically or impractical to procure domestically through long-established supply chains, while meeting other project specifications, internal requirements, and project schedules. This challenge is further exacerbated by supply chain and labor shortages in pandemic and post pandemic times. As with previous legislation, we are awaiting any additional guidance for the US Environmental Protection Agency or other Agencies for further clarification relating to current Buy America requirements. As of now, the industry at large is unable to ascertain the parameters of the Buy America requirement. Thus, Ovivo cannot make any guarantee that its scope of supply will be in compliance with any Buy America requirements under the Infrastructure Investment and Jobs Act. Accordingly, any offer for sale, proposal, or budgetary quote/estimate submitted by or on behalf of Ovivo should not be construed as meeting such Buy America requirements unless explicitly stated otherwise. Ovivo USA,LLC 14246 Riverboat Road,Suite 300,Salt Lake City,Utah 84123 USA I Tel:(801)931-3000 I Fax:(801)931-3080 ovivowater.com Docusign Envelope ID:E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E PROPOSAL I Q1425.2-KB 131 July 24 I NORTH AMERICAN FIELD SERVICE RATE SHEET Effective January 2024 Standard (Travel) Daily Rate (8 hour day) $ 1,200.00 Hourly Rate (4 hour minimum) $ 150.00 Standard (Labor) Daily Rate (8 hour day) $ 1,200.°° Hourly Rate (4 hour minimum) $ 150.00 Saturday Daily Rate (8 hour day) $ 1,800.°° Hourly Rate (4 hour minimum) $ 225.°° Sundays/Holidays * Daily Rate (8 hour day) $ 2,400.°° Hourly Rate (4 hour minimum) $ 300.00 Overtime ** Hourly Rate - Standard Day $ 225.°° Hourly Rate - Weekends & Holidays $ 300.°° * Sunday and Holidays requests will be billed at the double time rate ** For all hours worked over eight (8)hours per standard day and Saturdays UNLESS OTHERWISE ARRANGED; EXPENSES ARE CHARGED AT ACTUAL COST PLUS 10% Please Note: • All of the rates provided are portal to portal. In addition, travel and living expenses will be invoiced at actual cost plus 10% and documentation will be provided for these expenses. Travel/Labor on Saturday and all overtime, will be billed at the overtime rate. Travel/Labor on Sundays or Holidays, will be billed at the double-time rate. If a fixed Per Diem rate is required, it will be charged at$250.00 per day(lodging and meals) with the exception of the East coast where the price will be$300.00. • Use of Ovivo USA Fleet vehicles for travel will be charged at the rate of$0.625 per mile. Ovivo USA,LLC 14246 Riverboat Road,Suite 300,Salt Lake City,Utah 84123 USA I Tel:(801)931-3000 I Fax:(801)931-3080 ovivowater.com Docusign Envelope ID: E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E EXHIBIT B: TERMS AND CONDITIONS Amendment to Goods and Services Agreement The following Amendment terms and conditions are hereby incorporated into the Goods and Services Agreement ("Contract"). In the event of conflict between the Contract documents and the Amendment herein, the terms and conditions of the Amendment shall control. The parties are City of Bremerton ("Buyer") and Ovivo USA, LLC ("Seller"). Limitation of Liability and Consequential Damage Disclaimer To the extent permissible by law, Seller shall have no further liability in connection with this Contract in excess OF THE AMOUNT PAID BY BUYER FOR THE PRODUCTS GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING ANY LIABILITIES OR RESPONSIBILITIES ASSUMED BY SELLER HEREUNDER, SELLER SHALL IN NO EVENT BE RESPONSIBLE TO BUYER OR ANY THIRD PARTY, WHETHER ARISING UNDER CONTRACT,TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR LOSS OF ANTICIPATED PROFITS, LOSS BY REASON OF PLANT SHUTDOWN, NON-OPERATION OR INCREASED EXPENSE OF OPERATION, LOSS OF DATA, SERVICE INTERRUPTIONS, COST OF PURCHASED OR REPLACEMENT POWER, COST OF MONEY, LOSS OF USE OF CAPITAL OR REVENUE OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL LOSS OR DAMAGE, WHETHER ARISING FROM DEFECTS, DELAY, OR FROM ANY OTHER CAUSE WHATSOEVER. THESE LIMITS SHALL NOT APPLY TO THIRD PARTY CLAIMS BASED ON PROPERTY DAMAGE, INJURY OR DEATH. FOR THE PURPOSE OF THIS TERM, THE EQUIPMENT PROVIDED IN ACCORDANCE WITH THE REQUIREMENTS OF THIS PROJECT SHALL NOT BE CONSIDERED PROPERTY AND SHALL INSTEAD BE COVERED UNDER THE TERMS OF THE WARRANTY HEREIN. THESE LIMITS SHALL NOT APPLY TO CLAIMS WHICH ARE BASED ON THE WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD OF THE SELLER. Delivery Due to this equipment being custom-designed to meet specifications, Seller shall be relieved of any clauses covering time is of the essence or default that might be invoked on account of late delivery. So long as Seller is making a reasonable effort to complete the manufacture and shipment of the equipment, it shall not be considered in default, subject to damages, nor shall the order be subject to cancellation without payment of appropriate cancellation costs. Indemnity Each party shall protect and indemnify the other party, its parent and their respective officers, directors, employees and agents, from and against all claims, demands and causes of action asserted by, or in favor of, any entity to the extent of the indemnifying party's negligence or willful misconduct in connection with the performance of this Contract. Warranty Seller warrants equipment and parts manufactured by it and provided to Buyer (collectively, "Products") shall be free from defects in material and workmanship. The warranty period shall be twelve (12) months from startup of the equipment not to exceed eighteen (18) months from the earliest of the notice of readiness to ship or the actual shipment. If it is determined after inspection that Seller is liable under this warranty to repair or replace the Product or part thereof, Seller shall bear the transportation costs of(a) returning the Product to Seller for inspection or sending its representative to the job site and (b) returning the repaired or replaced Products to Buyer; however, if it is determined after inspection that Seller is not liable under this warranty, Buyer shall pay those costs. For Seller to be liable with respect to this warranty, Buyer must make its claims to Seller with respect to this warranty in writing no later than thirty (30) days after the date Buyer discovers the basis for its warranty claim and in no event more than thirty (30) days after the expiration of the Warranty Period. In addition to any other Docusign Envelope ID: E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E limitation or disclaimer with respect to this warranty, Seller shall have no liability with respect to any of the following: (i) failure of the Products, or damages to them, due to Buyer's negligence or willful misconduct, abuse or improper storage, installation, application or maintenance (as specified in any manuals or written instructions that Seller provides to the Buyer); (ii) any Products that have been altered or repaired in any way without Seller's prior written authorization; (iii)The costs of dismantling and reinstallation of the Products; (iv) any Products damaged while in transit or otherwise by accident; (v) decomposition of Products by chemical action, erosion or corrosion or wear to Products or due to conditions of temperature, moisture and dirt; or (vi) claims with respect to parts that are consumable and normally replaced during maintenance, except where such parts are not performing to Seller's estimate of normal service life, in which case, Seller shall only be liable for the pro rata cost of replacement of those parts based on Seller's estimate of what the remaining service life of those parts should have been; provided, that failure of those parts did not result from any of the matters listed in clauses (i) through (v) above. With regard to third-party parts, equipment, accessories or components not of Seller's design, Seller's liability shall be limited solely to the assignment of available third-party warranties.THE PARTIES AGREE THAT ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY PROCESS OR PERFORMANCE RELATED WARRANTIES, OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, WHETHER WRITTEN, ORAL OR STATUTORY, ARE EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY LAW. All warranties and obligations of Seller shall terminate if Buyer fails to perform its obligations under this Contract including but not limited to any failure to pay any charges due to Seller. The performance of the Products is dependent upon many factors, including the influent or feed quality and quantity, additives required, time, temperature, rates of change, sizing criteria used, operating conditions, etc. Therefore, Seller cannot assume any liability or responsibility for performance results that Buyer is expecting or has predicted. No verbal or written information or advice given by any personnel of the Seller shall create a warranty or in any way increase the scope of the warranties. Insurance Seller shall maintain its current levels of insurance for the duration of the project. Certificates of insurance shall be available upon request and shall be sufficient evidence of coverage, and in no event will Seller be required to provide copies of insurance policies. Right to Payment Seller shall be entitled to payment for performance of contractual obligations, and Owner's payment to Buyer shall not be a condition precedent of Seller's right to payment. Set Off This Contract shall be completely independent of all other contracts between the parties and all payments due to Seller hereunder shall be paid when due and shall not be setoff or applied against any money due or claimed to be due from Seller to Buyer on account of any other transaction or claim. Bonds If Seller is required to provide a Bond, in no event shall Seller be obligated to provide a Bond for which the value exceeds the Contract price, nor a duration which exceeds the first twenty four(24) months of the warranty period. Force Majeure If Seller is rendered unable, wholly or in material part, directly or indirectly, by reason of Force Majeure, to carry out any of its obligations hereunder, then on Seller's notice in writing to Buyer within a reasonable time after the occurrence of the cause relied upon, such obligations shall be suspended. "Force Majeure" shall include, but Docusign Envelope ID: E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E not be limited to, acts of God, epidemics and pandemics, acts of or delays caused by governmental authorities, changes in laws and regulations, strikes, civil disobedience or unrest, lightning,fire,flood, washout, storm, communication lines failure, delays of the Buyer or Buyer's subcontractors, breakage or accident to equipment or machinery, wars, police actions,terrorism, embargos, and any other causes that are not reasonably within the control of the Seller. If the delay is the result of Buyer's action or inaction, then in addition to an adjustment in time, Seller shall be entitled to reimbursement of costs incurred to maintain its schedule. For the avoidance of doubt, if the cause relied upon has commenced prior to the Parties entered into a contracting relationship, it shall not render the cause void and/or not capable of being included within the definitions of Force Majeure. Price Escalation Any labor, material and transportation/shipping prices are subject to increase in the event any of the following milestones are subject to delay or extension: (a) If Buyer does not issue submittal approval and release for fabrication all equipment within 4 weeks from Buyer receiving submittals from Seller.Seller will only release engineering submittals and materials/labor for fabrication with a binding fully executed Contract. (b) If Buyer is not ready to receive the equipment within 14 weeks from release of fabrication by Buyer,then Buyer shall provide storage in accordance with Seller's instructions for storage of equipment. All costs to consolidate, store, and maintain equipment during storage will be borne solely by Buyer. Seller may require Buyer to buy an extended warranty as a result of this storage requirement. Price increases shall be paid by Buyer and shall be based on an industry-standard pricing measure or index for that particular labor, material,or transportation/shipping that accurately represents the market increase or,at Seller's reasonable discretion, actual increases incurred by Seller. The resulting cost and schedule impact shall be disclosed to the Buyer prior to fabrication. Dispute Resolution All disputes arising out of or in connection with this Agreement, which cannot be solved amicably, shall be exclusively and finally settled in arbitration under the Rules of Arbitration of the American Arbitration Association by one arbitrator appointed in accordance with said Rules.The seat of arbitration shall be Salt Lake City, Utah and the language of the arbitration shall be English. The award shall be final and binding upon the parties. Nothing in this contract shall limit the parties to seek temporary injunctive relief or to enforce an arbitration award in any applicable competent court of law. Each party will pay its own attorney's fees and costs and one-half of the costs of arbitration. City of Bremerton Ovivo USA, LLC ("Buyer") ("Seller") Signed by: Signed by: By: tfawaS �G� : y B =��Vt,lr�, btAilr.S y 43r89A491338/48L)... BD33C7ABODD3434... Tom Knuckey Karen Burns Name: Name: Title: Public works Director Title: Product Manager 10/15/2024 10/16/2024 Date: Date: Docusign Envelope ID: E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E Public Works and Utilities Department CITY OF 100 Oyster Bay Ave. N. • Bremerton, WA 98312 • (360)473-5920 • FAX(360)473-5360 BREMERTa �T DATE: August 5, 2024 TO: Procurement File FROM: Eric Burris, WWTP Manager SUBJECT: Sole Source Determination-Aeration Basin Diffusers Purchase In accordance with Bremerton Municipal Code 2.76.090, Sole Source Purchases, the purpose of this memorandum is to document the necessity of sole source procurement methodology for the purchase of new diffusers for the aeration basins at the WWTP (quantity of twenty). Reasoning (check all supporting options below): x❑ Compatibility to existing City standard or to existing equipment, inventory, systems, data, programs or service. This purchase is to replenish inventory of diffusers for our aeration basins at the WWTP. An OEM part from Ovivo ensures the parts will be completely compatible with our existing aeration piping, and as such will precisely fit to existing equipment and air conveyance systems, avoiding significant costs involved with modifying existing conveyance systems and other key components. i J Licensed or patented product with only one dealer. The diffusers are a factory, OEM part specifically designed for the aeration basins at the WWTP. ❑ Authorized service provider, repair and/or warranty services. The City requires service or repair support for products or equipment owned by the City, and the vendor is either a factory authorized warranty service provider or that particular vendor is required for warranty services according to the conditions of a current City contract. ❑ Unique design: Requires unique features that are essential aesthetic requirements, or not practical to match to existing design or equipment, such as artwork. Describe. ❑ Special bargain: This might include a surplus item, an auction sale, used equipment, returned "open box" purchase, or other similar one-time bargains. Describe. ❑ Delivery date: Only one supplier can meet required delivery date. Explain why this delivery date is essential. This can only be used in limited circumstances, for delivery deadlines that are the result of an unanticipated situation, and not a circumstance that could have been reasonably anticipated or averted by advance City planning. • Page 1 Parkson August 5, 2024 Docusign Envelope ID: E2581 F7D-1407-48B7-9BF0-8A2F2AEFE01 E Public Works and Utilities Department 100 Oyster Bay Ave. N. • Bremerton,WA 98312 • (360)473-5920 • FAX(360)473-5360 ❑ Project or research continuity: Product, systems, services or data must comply with an ongoing project, research, data, testing or analysis without a compromise in the integrity of the project. Also, this should be a situation that cannot be replicated by another company because there is a legal or physical obstruction to disclosing the project information to allow another company the opportunity to replicate. Examples include situations where a company has legal and/or proprietary rights to customization such as software code, or to data; or testing or data is collected through a unique measuring instrument that cannot be accurately duplicated and offered by another vendor. ❑ Requirement by funding source: Lender, grantor (such as federal government) or other provider of funds requires the specific product, service or system. Attach a copy of the document that clearly shows such a requirement is imposed by the funding source. ❑ Legal monopoly: Only one supplier, such as electricity, water, or sewage. ❑ Trial and evaluation projects: A limited duration, limited scope pilot, trial or evaluation of a product, range of products or services. A trial or evaluation project would typically be part of establishing a standard for a City department, or to pilot a particular product or services for a City need. Describe the pilot, specify the scope of the pilot, and attach information to confirm that the pilot is part of a purposeful department pilot initiative. © Other: Describe why this is the only company that can provide the sole source product or service. Provide the support document that explains why a particular product, manufacturer, or service is necessary and provide support for why the company you requested is the only available company. Cost/Quote support: After reviewing sales quote Q1425.1-KB from Ovivo in the amount of $19,785.99, our staff believes this is a fair and reasonable price. Therefore, it is my determination that it is in the City's best interests to purchase the Parkson screen assembly through direct negotiation, pursuant to BMC 2.76.090 and 2.76.010, and that sole source purchase of this service plan is justified for this procurement. Recommended by: Approved by: Tom Digitally signed by Tom Knuckey Knuckey Date:2024.08.14 15:08:58-0T00' Eri J. Burris, VVW Manager Tom Knuckey, PW&U Director • Page 2 Parkson August 5, 2024