HomeMy WebLinkAbout6649 DocuSign Envelope ID:A7711 E74-E13F-4B28-B8CO-CEACFE39D86B
GOODS AND SERVICES AGREEMENT
THIS AGREEMENT, is entered into between the City of Bremerton, a Washington
Municipal Corporation ("City"), and Cole-Palmer Instrument Company LLC ("Vendor"),
whose mailing address is: 625 East Bunker Ct., Vernon Hills, IL 60061
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:
New Autoclave 281 for WWTP Laboratory per quote WQ20231220N0016
II. TIME OF COMPLETION. Vendor shall complete the work and provide all goods,
materials and services within 45 - 60 calendar days from the date all parties have signed this
Agreement.
III. COMPENSATION. The City shall pay the Vendor the total amount of $15,415.41,
which compensation includes the
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:
To be paid Within 30 Days of date 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.
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 and its officers and employees. 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 and employees.
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
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.
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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 a commercially reasonable period
of time after 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 a
written change order from the City. 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. Promptly give a signed written notice of protest to the City;
2. Supplement the written protest within fourteen (14) calendar days with a
written statement that provides the following information:
a. The date of the Vendor's protest.
b. The nature and circumstances that caused the protest.
c. The provisions in this Agreement that support the protest.
d. The estimated dollar cost, if any, of the protested work and how
that estimate was determined.
e. An analysis of the progress schedule showing the schedule change
or disruption if the Vendor is asserting a schedule change or disruption.
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3. The Vendor shall keep complete records of extra costs and time incurred
as a result of the protested work. The City shall have access to any of the Vendor's records
needed for evaluating the protest.
The City will evaluate all protests, provided the procedures in this section
are followed. If the City determines that a protest is valid, the City will adjust payment for work
or time by an equitable adjustment. No adjustment will be made for an invalid protest.
B. Vendor's Duty to Complete Protested Work. In spite of any protest, the Vendor
shall proceed promptly to provide the goods, materials and services required by the City under
this Agreement.
C. Vendor's Acceptance of Changes. The Vendor accepts all requirements of a
change order by: (1) executing it, or (2) writing a separate acceptance. Payment by the City for
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. jlntentionally omitted]
E. jlntentionally omitted]
VII. CLAIMS. The Vendor shall give written notice to the City of all claims other than
change orders within a commercially reasonable period of time after 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 a commercially
reasonable period of time after 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 the applicable statute of limitations.
VIII. WARRANTY. The Vendor shall correct all defects in workmanship and materials that
are confirmed by Vendor within one year from the date of shipment of the goods unless a
different period of time is specified in Vendor's product documentation, published specifications
or package inserts. Notwithstanding the foregoing, (a) consumables and goods supplied by
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Vendor that are obtained by Vendor from an original manufacturer or third party supplier are not
warranted by Vendor, but Vendor agrees to assign to the City any warranty rights in such goods
that Vendor has from the original manufacturer or third party supplier, to the extent such
assignment is allowed by such original manufacturer or third party supplier and (b)the foregoing
warranty shall not apply to any damage, defect or non-conformity caused in whole or in part by:
(i) normal wear and tear, (ii) accident, disaster or event of force majeure, (iii) abuse, neglect,
misuse, fault or negligence of or by the City, (iv) use of the goods in a manner for which they
were not designed, (v) causes external to the goods such as, but not limited to, power failure or
electrical power surges, (vi) improper storage and handling of the goods, (vii)use of the goods in
combination with equipment or software not supplied by Vendor, (viii) ordinary maintenance,
(ix) alterations, repairs or installations that have not been performed by Vendor or its authorized
representative or (x) failure to maintain goods in accordance with Vendor's written instructions.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION VIII, VENDOR DISCLAIMS
ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
WITH RESPECT TO THE GOODS, INCLUDING WITHOUT LIMITATION ALL IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE. VENDOR DOES NOT WARRANT THAT THE GOODS ARE ERROR-FREE OR
WILL ACCOMPLISH ANY PARTICULAR RESULT.
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 reasonable legal costs and attorney fees, to the extent arising out of
or in connection with the breach of this Agreement. Vendor's obligation to indemnify shall not
extend to that portion of damages caused by the City's negligence or breach.
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.
NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY CONTAINED IN
THIS AGREEMENT, (I) THE LIABILITY OF VENDOR UNDER THIS AGREEMENT, BUT
EXCLUDING LIABILITY OF VENDOR FOR BREACH OF WARRANTY (THE SOLE
REMEDY FOR WHICH SHALL BE AS PROVIDED UNDER SECTION VIII ABOVE))
SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL PURCHASE PRICE PAID
BY THE CITY TO VENDOR WITH RESPECT TO THE GOODS GIVING RISE TO SUCH
LIABILITY AND (II) IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY INDIRECT,
SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING
WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR
EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF
GOODWILL), REGARDLESS OF WHETHER VENDOR (a) HAS BEEN INFORMED OF
THE POSSIBILITY OF SUCH DAMAGES.
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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 have
in place the following coverage:
A. Automobile Liability insurance with limits no less than $1,000,000 combined
single limit per accident for bodily injury and property damage; and
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. 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 State of Illinois
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 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.
XI. MISCELLANEOUS.
A. Licenses and Taxes. 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
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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 contained in this Agreement,
2. Vendor's published Specifications,
3. Vendor's 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. jlntentionally omitted]
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.
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
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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, 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:
City of Bremerton Cole-Palmer Instrument Company
LLC
345 6th Street, Suite 100 625 East Bunker Ct
Bremerton, WA 98337-1891 Vernon Hills, IL 60061
Attention: Legal Department
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
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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 with respect to the subject matter of this Agreement. Should any language in
any Exhibit to this Agreement conflict with any language contained in this Agreement, the terms
of this Agreement shall prevail.
R. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original and all of which together shall constitute a single instrument.
Counterpart signature pages transmitted via facsimile or email (in pdf or similar format) or via
DocuSign or Adobe Acrobat or similar electronic signature software shall be deemed to be
original signature pages for all purposes.
IN WITNESS WHEREOF, the parties below have executed this Agreement.
CITY: VENDOR:
CITY OF BREMERTON COLE-PALMER INSTRUMENT
COMPANY LLC
DocuSigned by:
DocuSigned by:
1tka'S BY. Bv.
����� � 838748G'" �En9ao�e�Sat h n am A r avam u d h a n
Print Name: inomas Knuckey Print Name:
Its: Public Works Director Its: vi ce P r e s i dent
Date: 2/7/2024 Date: February 21, 2024
APPROVED AS TO FORM: ATTEST:
DocuSigned by:
DocuSigned by:
By. ft416 rolot By. avitLx A-66mx
24,5,574-KYLIE J. 1� L,2Bremerton CityAttorneyANGELA HOOVER,CityClerk
R:\Legal\Legal\Forms\FORMS ON COBWEB\Goods and Services Agreement Rev.04 2023.docx
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Goods and Services Agreement
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CoIe-Parmers
an antylia scientific company
Quote Summary
CONTACT INFO SHIPPING ADDRESS BILLING ADDRESS
eric.burris@ci.bremerton.wa.us MY SHIPPING ADDRESS MY BILLING ADDRESS
Eric Burris City of Bremerton WWTP City of Bremerton WWTP
Manager/Foreman 1600 Oyster Bay Ave S. 1600 Oyster Bay Ave S.
3604735400 Bremerton,WA 98312 Bremerton,WA 98312
US US
To be Fulfilled By: SHIPPING METHOD
Cole-Parmer; USD$ Fed Ex Ground
Pay Shipping Now-Add to My
Invoice
Ultimate Destination: United
States
Ship Complete: No
Thank you for your quote request Eric Burris! Your quote number is WQ20231220N0016
You will receive an updated quote via E-mail shortly. If you have any questions,please contact the quote fulfillment location at
Cole-Parmer sales@coleparmer.com or 1-847-549-7600.
PRODUCT INFORMATION UNIT PRICE QTY AVAILABILITY TOTAL
Cole-Parmer $12,550.00 USD/ 1 Usually Ships in $12,550.00 USD
Research EACH 15 Days
Autoclave,28 L;
208/240 VAC
EW-01850-38
Item Total: $12,550.00 USD
Estimated Shipping: $969.06 USD
Estimated Tax: $1,243.75 USD
Surcharge: $652.60 USD
Estimated Order Total: $15,415.41 USD