HomeMy WebLinkAbout6667 DocuSign Envelope ID: 1859E583-4717-40DD-9F96-D4F702161C91
GOODS AND SERVICES AGREEMENT
THIS AGREEMENT, is entered into between the City of Bremerton, a Washington Municipal
Corporation ("City"), and APGN INC. ("Vendor"), whose mailing address is: 1270 Michele-
Bohec, Blainville, QC. J7C 5S4 Canada
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:
Extended Preventive Routine Maintenance(EPRM)Plan. Equipment covered: 2x NX100 Turbo Blowers
IL TIME OF COMPLETION. Vendor shall complete the work and provide all goods,
materials and services within 365 (calendar year) calendar days from the date all parties have
signed this Agreement.
III. COMPENSATION. The City shall pay the Vendor the total amount of $10,550.00,
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:
To be invoiced after completion of the EPRM service.
A. Defective or Unauthorized Work. The City reserves its right to withhold payment
from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable,
for any reason, to complete any part of this Agreement, the City may obtain the goods, materials
or services on its own or from a third party, and Vendor shall be liable to the City for any additional
costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs
and attorney fees, incurred by the City beyond the maximum Agreement price specified above.
The City further reserves its right to deduct the cost to complete this Agreement, including any
Additional Costs, from any and all amounts due or to become due the Vendor.
IV. INDEPENDENT CONTRACTOR. Vendor is and shall be at all times acting as an
independent contractor and not as an employee of the City. The Vendor shall secure at its expense,
and shall be responsible for all payments of income tax, social security, state disability insurance
compensation, unemployment compensation, and all other payroll deductions for the Vendor,
officer, agents, employees and subcontractors. The Vendor shall also secure all applicable
business licenses, if required, in connection with the contract services, including all required
licenses for Vendor's officers, agents, employees and subcontractors.
V. TERMINATION. The City may terminate this Agreement for good cause. "Good cause"
shall include, without limitation, any one or more of the following events:
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A. The Vendor's refusal or failure to supply a sufficient number of properly skilled
workers or proper materials for completion of this Agreement.
B. The Vendor's failure to complete this Agreement within the time specified in this
Agreement.
C. The Vendor's failure to make full and prompt payment to subcontractors or for
material or labor.
D. The Vendor's failure to comply with federal, state or local laws,rules or regulations.
E. The Vendor's filing for bankruptcy or becoming adjudged bankrupt.
If the City terminates this Agreement for good cause, the Vendor shall not receive any
further monies due under this Agreement until the goods, materials, and services required by this
Agreement are completed and fully performed by the City or a third party of the City's choosing.
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.
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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 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.
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Vendor must, in any event, file any claim or bring any suit arising from or connected with
this Agreement within 120 calendar days from the date the contract work is complete.
VIII. WARRANTY. The Vendor shall correct all defects in workmanship and EPRM Service
within 30 days after the date of completion. When defects are corrected, the warranty for that
portion of the work shall extend for one year from the date such correction is completed and
accepted by the City. The Vendor shall begin to correct any defects within seven(7)calendar days
of its receipt of notice from the City of the defect. If the Vendor does not accomplish the
corrections within a reasonable time, the City may complete the corrections and the Vendor shall
pay all costs incurred by the City in order to accomplish the correction.
IX. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, injuries, damages,
losses or suits, including all legal costs and attorney fees, arising out of or in connection with the
performance of this Agreement. Vendor's obligation to indemnify shall not extend to that portion
of damages caused by the City's sole negligence.
. The City's inspection or acceptance of any of Vendor's work when completed shall not be
grounds to avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the Vendor and the
City, its officers, officials, employees, agents and volunteers,the Vendor's liability hereunder shall
be only to the extent of the Vendor's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS
INDEMNIFICATION CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER
INDUSTRIAL INSURANCE TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS
INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY
NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this Agreement.
X. INSURANCE. The Vendor shall procure and maintain for the duration of this Agreement,
insurance against claims for injuries to persons or damage to property that may arise from or in
connection with the performance of the contract work by the Vendor, its agents, representatives,
employees or subcontractors.
Before beginning work on the project described in this Agreement, the Vendor shall
provide a Certificate of Insurance evidencing:
A. Automobile Liability insurance with limits no less than $1,000,000 combined
single limit per accident for bodily injury and property damage; and
B. Commercial General Liability insurance written on an occurrence basis with
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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 Industrial
Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's
liability with limits not less than $1,000,000.
Any payment of deductible or self-insured retention shall be the sole responsibility of the
Vendor.
All required policies shall be provided on an "occurrence" basis except professional
liability insurance (if required), which shall be provided on a"claims-made"basis.
The City shall be named as an additional insured on the Commercial General Liability
insurance policy, as respects work performed by or on behalf of the Vendor and a copy of the
endorsement naming the City as additional insured shall be attached to the Certificate of Insurance.
The City reserves the right to receive a certified copy of all the required insurance policies.
The Vendor's Commercial General Liability insurance shall contain a clause stating that
coverage shall apply separately to each insured against whom claim is made or suit is brought,
except with respects to the limits of the insurer's liability.
The Vendor's insurance shall be primary and non-contributory insurance as respects the
City and shall contain a waiver of subrogation against the City for claims arising out of any
operations, liabilities and obligations to which coverage applies. It shall be an affirmative
obligation upon Vendor to advise the City's Risk Manager by fax at(360)473-5161, or by certified
mail, return receipt requested to City of Bremerton, Attn: Risk Management, 345 6th Street, Suite
100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change
of any insurance policy required herein, and failure to do so shall be construed to be a breach of
this Agreement.
The City also reserves its unqualified right to require at any time and for any reason, proof
of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence
of coverage.
XI. MISCELLANEOUS.
A. Licenses and Taxes. Vendor shall possess a current Bremerton Business License
and any regulatory license required to fulfill Vendor's obligations under this Agreement. B&O
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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,
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 take Pictures of the APG-Neuros turbo
blowers and surroundings are required as part of the EPRM service. It is to show the condition
before and after the service and to show any technical issues that require attention.
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. Prevailing Wage is not required for this contract.
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.
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J. Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Washington. If any dispute arises between the City and Vendor under
any of the provisions of this Agreement, resolution of that dispute shall be available exclusively
under the jurisdiction, venue and rules of the Kitsap County Superior Court, Kitsap County,
Washington.
K. Attorney's Fees. In any claim or lawsuit for damages arising from the parties'
performance of this Agreement, each party shall be responsible for payment of its own legal costs
and attorney's fees incurred in defending or bringing such claim or lawsuit; however, nothing in
this subsection shall limit the City's right to indemnification under Section IX of this Agreement.
L. Written Notice. All communications regarding this Agreement shall be sent to the
parties at the addresses listed below, unless otherwise notified. Any written notice shall become
effective upon delivery, but in any event three (3) calendar days after the date of mailing by
registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the
address stated in this Agreement.
Notices to be sent to: Notices to be sent to:
CITY: VENDOR:
Attn: Attn:Omar Hammoud/CEO&President
City of Bremerton APGN, INC.
345 6th Street, Suite 100 1270 Michele-Bohec
Bremerton, WA 98337-1891 Blainville, QC. J7C 5S4
Canada
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. 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.
CITY: VENDOR:
CITY OF BREMERTON APGN INC.
DocuSigned by: DocuSigned by:
B . fl4OM .6A uc k B . 4,1100041
Y 43789r 49B3874 Y 0001290CB1- D0
Print Name: �omas Knuckey Print Name: Omar Hammond
Its: Di rector of Public works & Utilities Its: CEO
Date: 4/1/2024 Date: 4/1/2024
APPROVED AS TO FORM: ATTEST:
DocuSigned by: DocuSigned by:
By: ,(, rtwibt By: aviyix boar
L4E=Ub�U4E=4bC:41 F.
KYLIE . Vi, 2,.Bremerton City Attorney ANGELA HOOVER, City Clerk
R:\Legal\Legal\Forms\FORMS ON COBWEB\Goods and Services Agreement Rev.04 2023.docx
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DocuSign Envelope ID:1859E583-4717-40DD-9F96-D4F702161C91
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January 26tf', 2024
Kevin Golnik
City of Bremerton, WA
1600 Oyster Bay Ave
Bremerton,WA 98312
360-473-5449
kevin.golnik@ci.bremerton.wa.us
Reference: 08-0022, 14-0036—City of Bremerton WWTP/AM-2023-2322A3
Subject: Proposal for an Extended Preventive Routine Maintenance (EPRM) Plan
Equipment covered: 2x NX100 Turbo Blowers
Dear Mr. Golnik,
We are pleased to provide you with our proposal for the Extended Preventive Routine Maintenance for
our products in your Wastewater Treatment Plant.
The Extended Preventive Routine Maintenance (EPRM) Plan is designed in accordance to the standards
of the annual health check and inspection outlined in the O&M manual to prevent any unnecessary down
time, and any emergency service calls. This concept of preventive maintenance supports our philosophy
of on-condition maintenance that eliminates down time and extends the life of the product.
Our plan includes:
• One (1) on-site maintenance and inspection visit by a manufacturer's Field Service Technician.
• Customized classroom/hands-on training to your staff's needs.
0 Also available through videoconference.
• Inspection and cleaning or replacement of air intake filters (inside the turbo blower).
• Inspection and cleaning of dirt as well as debris in enclosure—seal air leaks as required.
• Visual inspection of core.
• Core shaft torque measurement to assess condition.
• Bump start alignment of the core bearings.
• Audible and visual inspection of unit to determine health of connections,valves, and gaskets.
• Ensure PLC and HMI software is operational and suitable for the blower control.
• Verification of blower protection from surge or adverse operating conditions.
• Review and analysis of PLC error history and provide recommendations.
• Verification of the PLC and HMI software version including the new protection or optimization,
and update to latest standard, if applicable.
• Inspection for loose electrical and mechanical connections,tightening as required.
• Inspection of all electrical wiring for signs of overheating or wear.
• Verification of sensors functionality, replacement as requirement.
• Inspection of blower operation following factory specifications and adjustment of control
parameters to adapt to the operating environment.
APGN Inc.
1270, Michele-Bohec, Blainville,Quebec J7C 5S4
Tel.:450 939-0799 Fax: 450 939-2115 Web site: www.apg-neuros.com
DocuSign Envelope ID:1859E583-4717-40DD-9F96-D4F702161C91
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• Inspection of paint and fasteners. Touch-up paint and fastener replacement as required. Up to
areas the size of a quarter Dollar coin.
• Field service report including a comprehensive check list for each blower.
Additionally,this plan includes:
• After-Hours Remote Technical Support(by telephone),as required.
o 24 hour a day - 365 days a year customer service support line by calling at 1-855-423-
2746.
o Response time within 4 hours.
o Up to 25 hours of technical support.
• Reporting on operation and diagnostics of operating units,when available for remote monitoring.
• 10%discount on spare parts and air filters for 6 months from PO reception for this EPRM offer.
• Assessment of the Turbo Blowers to verify their eligibility for the Asset Management and
Maintenance Service Plan (AMMSP).
• Performance testing and staging of APG Turbo Blowers in preparation for customer's MCP
Installation.
Total Price: USD$10,550.00(includes applicable taxes) for one (1) EPRM.
❖ $9,661.15 USD for one year service.
•:• $888.85 USD WA State Tax—9.2%
The above price includes the Field Service technician's travel expenses. It excludes the cost of
replacement parts.
Proposal valid until April 30"', 2024.
We look forward to your consideration of our offer.
Sincerely,
Victoria Calvelo
Customer Care Coordinator
A 1270 Michele-Bohec, Blainville, QC J7C 5S4 Canada
A 160 Banker Road, Plattsburgh, NY 12901 United States
P 518-324-4150 Ext: 2223
W www.apg-neuros.com
APGN Inc.
1270, Michele-Bohec, Blainville,Quebec J7C 5S4
Tel.:450 939-0799 Fax: 450 939-2115 Web site: www.apg-neuros.com
DocuSign Envelope ID:1859E583-4717-40DD-9F96-D4F702161C91
4110 eures
SELLER STANDARD TERMS AND CONDITIONS
This quotation is subject to the following APG-Neuros,a division of APGN Inc. "Seller" Standard Terms and Conditions which
unless otherwise pre-agreed to and specified on the Purchase Order supersedes Buyer's proposed terms and conditions,if any.
1.This quotation contains the entire agreement of the parties and all proposals, negotiations, representations, or agreements
made or entered into prior to or contemporaneously with this quotation are excluded whether oral or in writing. Prices set forth
in this quotation are based upon the terms and conditions set forth herein.Any modifications must be communicated in writing
and accepted by Seller.Modification to Sellers terms and conditions may affect the quoted price.
2.ANY TERMS PROPOSED IN BUYER'S ACCEPTANCE OF THIS QUOTATION WHICH ADD TO,VARY FROM,OR CONFLICT WITH THE
TERMS H EREOF ARE HEREBY OBJECTED TO AND REJECTED AND SHALL NOT CONSTITUTE ANY PART OF ANY CONTRACT RESULTING
FROM THIS QUOTATION. ANY SUCH PROPOSED TERMS SHALL HAVE NO FORCE OR EFFECT AND THE TERMS HEREIN SHALL
CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS AND CON DITIONS OF ANY CONTRACT RESULTING FROM
THIS QUOTATION AND MAY BE MODIFIED ONLY BY WRITTEN INSTRUMENT EXECUTED BY THE AUTHORIZED REPRESENTATIVES
OF BOTH PARTIES.
3.All orders shall be made out to Seller and subject to acceptance by Seller at the address shown herein. This quotation may
be revised and resent to Buyer for review,or it can be revoked at any time prior to written acceptance by Seller.
4.Any preliminary technical documents,schematics and drawings provided by Seller to Buyer as part of the Seller's Quotation
are for illustration purposes only.Certified technical documentation will be provided as part of the formal submittal package after
the receipt of the order. The set of Submittals of technical documents,drawings and supporting engineering data will be provided
within the time period indicated upon the Seller's final acceptance of the Purchase Order. Further negotiations of the Terms and
Conditions may affect the final date of the availability of the Submittals.
5. Prices unless otherwise specified are Ex Works, are stated in United States Dollars and payment shall be in United States
currency. Invoices are payable Net thirty (30) Days and payment terms unless otherwise specified are (a) for turbo blower
packages:Fifteen percent(15%)with issuance of shop drawings,Seventy five percent(75%)upon equipment delivery to site,Ten
percent(10%) upon completion of blower start-up,(b)for spare parts:One hundred percent(100%) upon shipping of the order,
(c)for Extended Preventive Routine Maintenance(EPRM)service:One hundred percent(100%)upon completion of the site visit.
1.5%interest charge per month will be added to past due accounts.
6.Seller reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees,security,or
different payments in advance in the amount of the credit involved.
7. Prices do not include sales,use,excise,or any similar tax. Any tax or other governmental charge upon the production,sales,
shipment,or use of the product which Seller is required to pay or collect from Buyer shall be paid by Buyer to Seller unless Buyer
furnishes Seller with a tax exemption certificate acceptable to the applicable taxing authority. Buyer shall be responsible for
obtaining any necessary governmental clearances,including import and foreign exchange licenses,which may be required by any
governments other than the governments of Canada or the United States.
8.Seller shall not be liable for any failure to perform its obligations under any contract resulting from this quotation when such
failure arises directly or indirectly from or is contributed to by any act of God,acts of Buyer, acts of civil or military authority,
priorities,fire,strikes or other labor disputes,accidents,floods,epidemics,war,riot,delays in transportation, lack of or inability
to obtain raw materials,components,labor,fuel or supplies,or other circumstances beyond Seller's reasonable control whether
similar or dissimilar to the foregoing.
9.Shipping dates are given to the best of Seller's knowledge based upon conditions existing at the time any contract resulting
from this quotation and entered into based on specifications contained therein. Seller will,in good faith,endeavor to ship by the
estimated shipping date, but shall not be responsible for any delay or any damage arising from failure to ship on the estimated
shipping date. If buyer fails to furnish such shipping instructions,Seller will select what is, in its opinion,the most satisfactory
routing for the shipment. If Buyer is to pick up products and has not done so within seven (7)days after notification that they
are ready for shipment,Seller may ship the products commercial carrier(best way). Any prepayment by Seller for freight charges
shall be for the account of Buyer and shall be paid by Buyer with and in addition to the purchase price.
10. Until all amounts owed by Buyer to Seller have been paid in full,Seller shall retain a security in the equipment and have all
APGN Inc.
1270, Michele-Bohec,Blainville,Quebec J7C 5S4, Canada
Tel.:450 939-0799 Fax: 450 939-2115 Web site: www.aoo-neuros.com
DocuSign Envelope ID:1859E583-4717-40DD-9F96-D4F702161C91
rights of a secured party under the Uniform Commercial Code, including the right to repossess the equipment without legal
process.
11.Title to the products and risk of loss with respect thereto shall pass to Buyer upon delivery thereof by Seller to a common
carrier of all shipments destined to the Buyer.
12. If Buyer has not made a claim to Seller within thirty(30) days after receipt of the products,or within ninety(90)days after
shipment,whichever shall first occur,the products shall be considered accepted and conforming to contract requirements.
13. Seller, unless otherwise specified, warrants: (a)turbo blower package to Buyer for a period of 18 months from the date of
shipment or 12 months from placement into service,whichever first occurs, (b)spare parts to Buyer for a period of 12 months
from delivery date,(c)to that any product delivered under any contract resulting from this quotation will at the time of shipment
be free from defects in material and workmanship. If,within said warranty period,any such product is found,by Seller following
its examination,to be defective in material or workmanship,Seller's sole obligation under this warranty will be to repair or replace
such defective product at its option and expense (excluding freight). Seller does not warrant any products, accessories, or
components not manufactured by Seller, but to the extent possible agrees to provide Buyer with the benefits of the
manufacturer's warranty, if any. Seller shall not be liable for damage to, or wear of products caused in whole or in part by
abnormal conditions, improper application, and improper lubrication, failure to provide proper inlet conditions or flow,
corrosives,abrasives or foreign objects,or other external causes.
14. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR
STATUTORY INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE.
15. In the event Buyer claims that Seller has breached any of its obligations under any contract resulting from this quotation,
whether in warranty or otherwise,Seller may request and require return of the product and refund the Buyer's purchase price(if
product is in same condition as when shipped by Seller)upon Seller's receipt of returned product. If Seller so requests the return
of the product,the product shall be redelivered to Seller in accordance with Seller's instructions. Redelivered freight charges will
be to Seller's account.
16. In the event Seller elects to require return of the product,Seller shall absolutely have no further obligation to Buyer under
any contract resulting from this quotation except to refund such purchase price upon redelivery of the product.
17.THE REMEDIES PROVIDED FOR IN THIS AND THE PRECEDING PARAGRAPH SHALL CONSTITUTE THE SOLE RECOURSE OF BUYER
AGAINST SELLER FOR BREACH OF ANY OF SELLER'S OBLIGATIONS UNDER ANY CONTRACT RESULTING FROM THIS QUOTATION,
WHETHER THE CLAIM IS MADE IN TORT,CONTRACT,OR IN ADMIRALTY,INCLUDING CLAIMS BASED ON WARRANTY,NEGLIGENCE,
OR OTHERWISE, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL SELLER BE LIABLE FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES,NOR SHALL SELLER'S LIABILITY FOR ANY CLAIMS OR DAMAGE ARISING OUT OF OR
CONNECTED WITH ANY CONTRACT RESULTING FROM THIS QUOTATION,OR THE MANUFACTURE,SALE,DELIVERY OR USE OF THE
PRODUCT,EXCEED THE PURCHASE PRICE OF THE PRODUCT.
18. In the event (1) Buyer modifies any product sold pursuant to any contract resulting from this quotation without the express
written consent of Seller or(2) Buyer fails to implement any changes in the product directed by Seller or(3)any product to be
furnished under any contract resulting from this quotation is made in accordance with drawings, samples, or manufacturing
specifications provided or designated by Buyer, Buyer agrees to indemnify and hold harmless Seller from any and all claims,
demands,actions,or causes of action or costs or expenses incurred thereby whether in contract,tort,or admiralty.
19. In the event any product to be furnished under any contract resulting from this quotation is to be made in accordance with
drawings,samples or manufacturing specifications provided or designated by Buyer, Buyer agrees to indemnify and hold Seller
harmless from any and all damages,costs and expenses arising from a claim that such product furnished to Buyer by Seller or the
use thereof, infringes any Letters Patent,foreign or domestic,and Buyer agrees at its own expense to undertake the defense of
any suit against Seller brought upon such claim or claims. In the event any product to be furnished under any contract resulting
from this quotation is not for a government application and is not to be made in accordance with drawings, samples or
manufacturing specifications provided or designated by Buyer, but rather is the design of Seller,Seller agrees to hold Buyer and
its customers harmless against any damages awarded by a court of final jurisdiction in any suit for infringement of any Letters
Patent by reason of the sale or use of such product as furnished by Seller under any contract resulting from this quotation. In the
event any claim is asserted or threatened,as to which Buyer may seek indemnification hereunder,Seller shall have the sole right
to contest,compromise,litigate,or otherwise dispose of said claim,including the right to substitute non-infringing products,and
APGN Inc.
1270, Michele-Bohec,Blainville,Quebec J7C 5S4, Canada
Tel.:450 939-0799 Fax: 450 939-2115 Web site: www.aoc-neuros.com
DocuSign Envelope ID:1859E583-4717-40DD-9F96-D4F702161C91
Buyer agrees to cooperate fully with Seller with respect thereto. The foregoing undertaking of Seller shall not apply unless Seller
shall have been informed in writing immediately by Buyer of any charge or suit alleging such infringement and shall have been
given the opportunity to assume the defense thereof,and further,such undertaking shall not apply if(I)the claimed infringement
is settled without the consent of Seller,or(ii)the infringement results from the use of a product delivered hereunder which is(a)
modified by Buyer or others without authorization by Seller or (b) used in combination with a product not delivered by Seller
where such infringement would not have occurred from the lone use of the product delivered under any contract resulting from
this quotation.
20.Any contract resulting from this quotation shall be governed by the laws of the Province of Quebec,Canada,as effective and
in force on the date hereof. No action for breach of sale,any contract resulting from this quotation or any covenant or warranty
arising therefrom shall be brought more than one year after the cause of action has accrued.
21.Any controversy or claim relating to any aspect of the sale,or to its breach or to the contract resulting from this quotation
shall be settled by arbitration under the rules of the Chamber of Commerce, Montreal, Quebec. The laws of the Province of
Quebec shall be deemed controlling as to all matters arising under this contract or relationship. The parties agree to abide by
the arbitrator's award and also agree that a judgment may be entered upon the award as a final judgment of a court record. The
arbitrators shall have the power to grant injunctions and mandatory injunctions as well as other types of awards. Notwithstanding
any rule to the contrary,the prevailing party shall be entitled to recover attorney's fees and cost of Arbitration. The award of
Arbitrators shall be binding and may not be appealed.
22.Any contract resulting from this quotation may not be modified or rescinded except in writing signed by Seller and Buyer. If
all or part of any contract resulting from this quotation is terminated by such modification or rescission,Buyer,in the absence of
a contrary written agreement between Seller and Buyer,shall pay termination charges based upon costs determined by generally
accepted accounting principles plus a reasonable profit, except that any products scheduled for completion within thirty (30)
days of Buyer's request for termination or rescheduling will be accepted and paid for in full by Buyer. Buyer shall reimburse Seller
for all costs incurred by Seller in the settling and payment of claims and administrative expenses incurred by Seller pursuant to
any such termination.
APGN Inc.
1270, Michele-Bohec,Blainville,Quebec J7C 5S4, Canada
Tel.:450 939-0799 Fax: 450 939-2115 Web site: www.aoo-neuros.com
DocuSign Envelope ID:1859E583-4717-40DD-9F96-D4F702161C91
Public Works and Utilities Department
Lc I T r; 100 Oyster Bay Ave. N. • Bremerton, WA 98312 • (360)473-5920 • FAX(360)473-5360
BREME`
DATE: January 26, 2024
TO: Procurement File
FROM: Eric Burris, VWVTP Manager
SUBJECT: Sole Source Determination
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 a one-year Extended Preventative Maintenance Plan from APG Neuros for the
blowers at the wastewater treatment plant.
Reasoning (check all supporting options below):
❑ Compatibility to existing City standard or to existing equipment, inventory, systems, data,
programs or service. (Attach the business case for the standard and attach a copy of the standard
if it is written).
❑ Licensed or patented product with only one dealer. (Include a statement explaining why this
particular licensed or patented product the only one suitable for your purpose)
❑ 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.
❑ 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
• Page 1 APG Neuros January 26, 2024
DocuSign Envelope ID:1859E583-4717-40DD-9F96-D4F702161C91
Public Works and Utilities Department
100 Oyster Bay Ave. N. • Bremerton, WA 98312 • (360)473-5920 • FAX (360)473-5360
I+I J 4A1iyi`"ill.ili
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 08-0022, 14-0036 from APG Neuros in the amount of $10,550, 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 Extended
Preventative Maintenance Plan from APG Neuros 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 Knuckey Datleal2024 03a05y13o33 54U08 00'
Eric rris, Manager Tom Knuckey, PW&U Director
• Page 2 APG Neuros January 26, 2024