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CAG-15-210
SMALL WORKS AGREEMENT
THIS AGREEMENT("Agreement") is made as of the Z Z day of Oak- , 2015, (the "Effective
Date") by and between the City of Renton, a non-charter code city under RCW 35A, and a municipal
corporation under the laws of the State of Washington ("Renton"), through its Community Services
Department and Combustion & Control Inc., ("Contractor"), who are collectively referred to as the
"Parties", to provide Hydronic Boiler Replacement for the Renton Pavilion Building. Renton and
Contractor agree as set forth below.
1. Scope of Services: Contractor will provide all material and labor necessary to perform all work
described in the Proposal which is attached and fully incorporated into this Agreement by reference
as Attachment "A."
2. Changes in Scope of Services: Renton, without invalidating this Agreement, may order changes to the
Scope of Services consisting of additions, deletions or modifications, the Agreement Sum being
adjusted accordingly by Parties mutual agreement. Such changes in the work shall be authorized by
written Change Order signed by the Parties.
3. Time of Performance:The Contractor shall commence performance of the Contract no later than ten
(10) calendar days after Contract's final execution, and shall complete the full performance of the
Contract not later than 30 calendar days from the date of commencement.
4. Term of Agreement:The Term of this Agreement shall end at completion of the enclosed scope of
work. This Agreement may be extended to accomplish change orders, if required, upon mutual
written agreement of the City and the Contractor.
5. Agreement Sum: The total amount of this Agreement is the sum of $37,835.53 which includes
Washington State Sales Tax. The amount may be adjusted to a mutually agreed amount based on
changes to the Scope of Service.
6. Consideration: In exchange for Contractor's performance of the items and responsibilities identified
in the Scope of Services, Renton agrees to make payment of the amount identified as the Agreement
Sum.
7. Method of Payment: Payment by Renton for the Services will only be made after the Services have
been performed and a voucher of or invoice is submitted in a form acceptable to Renton. Initial
payment will be made within forty (40) days following the receipt of such voucher or invoice (pay
cycles occur twice monthly). Five percent (5%) of payment will be retained for purpose of completion
of the project and fulfillment of claims and liens. Renton shall have the right to withhold payment to
Contractor for any work not completed in satisfactory manner until such time as Contractor modifies
such work so that the same is satisfactory.
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8. Hold Harmless: Contractor shall indemnify, defend and hold harmless Renton, its elected officials,
officers, agents, employees and volunteers, from and against any and all claims, losses or liability, or
any portion of the same, including but not limited to reasonable attorneys' fees, legal expenses and
litigation costs, arising from injury or death to persons, including injuries, sickness, disease or death of
Contractor's own employees, agents and volunteers, or damage to property caused by Contractor's
negligent act or omission,except for those acts caused by or resulting from a negligent act or omission
by Renton and its officers, agents, employees and volunteers.
Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115,
(Validity of agreement to indemnify against liability for negligence relative to construction, alteration,
improvement, etc., of structure or improvement attached to real estate...) 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 contractor and Renton, its officers, officials,
employees and volunteers, Contractor's liability shall be only to the extent of Contractor's negligence.
It is further specifically and expressly understood that the indemnification provided in this Agreement
constitute Contractor's waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for
the purposes of this indemnification.The Parties have mutually negotiated and agreed to this waiver.
The provisions of this section shall survive the expiration or termination of this Agreement.
9. Insurance: Contractor shall secure and maintain: a. Commercial general liability insurance in the
minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this
Agreement.
a. Commercial General Liability insurance in the minimum amounts of $1,000,000 for each
occurrence/$2,000,000 aggregate for the Term of this Agreement.
b. Professional liability insurance, in the minimum amount of $1,000,000 for each occurrence,
shall also be secured for any professional services being provided to Renton that are excluded
in the commercial general liability insurance.
c. Workers' compensation coverage, as required by the Industrial Insurance laws of the State of
Washington, shall also be secured.
d. It is agreed that on Contractor's commercial general liability policy, the City of Renton will be
named as an Additional Insured on a non-contributory primary basis. Renton's insurance
policies shall not be a source for payment of any Contractor liability.
e. Subject to Renton's review and acceptance, a certificate of insurance showing the proper
endorsements, shall be delivered to Renton before executing the work of this Agreement.
f. Contractor shall provide Renton with written notice of any policy cancellation, within two (2)
business days of their receipt of such notice.
10. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification,
the Contractor agrees as follows:
a. Contractor and Contractor's agents, employees, representatives, and volunteers with regard
to the services performed or to be performed under this Agreement, shall not discriminate on
the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation, or
preference, age (except minimum age and retirement provisions) honorably discharged
veterans or military status, or the presence of any sensory, metal or physical handicap, unless
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based upon a bona fide occupational qualification in relationship to hiring and employment, in
employment or application for employment, the administration of the delivery of services or
any other benefits under this Agreement, or procurement of materials or supplies.
b. The Contractor will take affirmative action to insure that applicants are employed and that
employees are treated during employment without regard to their race, creed, color, national
origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status.
Such action shall include, but not be limited to the following employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of
pay or other forms of compensation and selection for training.
c. If Contractor fails to comply with any of this Agreement's non-discrimination provisions,
Renton shall have the right, at its option,to cancel the Agreement in whole or in part.
d. Contractor is responsible to be aware of and in compliance with all federal, state and local
laws and regulations that may affect the satisfactory completion of the project, which includes
but is not limited to fair labor laws and worker's compensation.
11. Independent Contractor: Contractor's employees, while engaged in the performance of any of
Contractor's services under this Agreement, shall be considered employees of the Contractor and not
employees, agents, representatives of Renton and as a result, shall not be entitled to any coverage or
benefits from the City of Renton. Contractor's relation to Renton shall be at all times as an
independent contractor. Any and all Workman's Compensation Act claims on behalf of Contractor
employees, and any and all claims made by a third-party as a consequence of any negligent act or
omission on the part of Contractor's employees, while engaged in services provided to be rendered
under this Agreement, shall be the solely Contractor's obligation and responsibility.
12. Prevailing Wage Rates: Contractor must comply with the State of Washington prevailing wage
requirements. Contractor must file an Intent To Pay Prevailing Wage at the beginning of the project
and an Affidavit of Wages Paid at the end of the project with the Washington State Department of
Labor and Industries at: http://www.lni.wa.gov/tradesLicensing/PrevWage/default.asp.
13. Record Keeping and Reporting: Contractor shall maintain accounts and records which properly reflect
all direct and indirect costs expended and services provided in the performance of this Agreement.
Contractor agrees to retain and provide access to any records required by Renton.
14. Waivers: All waivers shall be in writing and signed by the waiving party. Either party's failure to
enforce any provision of this Agreement shall not be a waiver and shall not prevent either Renton or
Contractor from enforcing that provision or any other provision of this Agreement in the future.
Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior
or subsequent breach unless it is expressly waived in writing.
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IN WITNESS WHEREOF,the Parties execute this Agreement as of the Effective Date written above.
CITY OF RENTON ATTEST:
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Denis Law, Mayor Jason A. '-th, city C • r
1055 South Grady Way
Renton, WA 98057
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Combustion & Control Inc. 10/"tnttitittm00
By: c....5Thik
Printed Name: STEJE
Title: Ce PRkS
Date:
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Address:
20715 50th Ave West
Lynnwood, WA 98036
425.275.0770
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City of Renton
Community Services Department
SMALL WORKS AGREEMENT
ATTACHMENT A
PAVILION HYDRONIC BOILER REPLACMENT
COMBUST/O►N Quotation
COflITRO�.
a division of Proctor Sales Inc.
20715 50th Ave West
Lynnwood, WA 98036
USA
425-275-0770
jatkisson@gopsi.com From The Desk Of- Jennifer Atkisson
To: City of Renton Job#: 6032220
Attn: Scott Obrigewitsch Quote#: PS1Q26802
Phone: 425-430-6671 Date: 10/13/2015
Fax: 425-430-6613 Job Name: City of Renton - New BMK 1000 Boiler
- --
Freight Terms Payment Terms
FOB Factory
Qty Description Total Net Cost
1 Combustion and Control to provide parts and labor for new boiler install. The new Boiler will be $34,553.00
an Aerco BMK1000 Natural Gas boiler made up of a stainless steel heat exchanger. It's a 120
volt single phase boiler that is as direct replacement for the old style KC1000. The new boiler
foot print is slightly smaller and allows for ease of service and repairs. Combustion and Control
will take care of all repipe work including water, gas, condensate drain and exhaust.All
electrical work will be done from the boiler disconnect and wired directly to new boiler. Once
new boiler is installed Combustion and Control will provide detailed combustion analysis and
tune the new boiler to its factory recommended range. All boiler safeties will be tested and
tuned for optimal operation and safety. Combustion and Control will provide a permit and
schedule boiler inspection once installation has been completed. Combustion and Control will
remove old boiler and scrap material and dispose of offsite.
---------- -----
Total Cost of Quotation:'
$34,553.00
Applicable taxes not included in the price shown above
Combustion and Control -Please make purchase orders payable to Proctor Sales Inc. Page 1 of 3
City of Renton-New BMK 1000 Boiler PSIQ26802
Combustion and Control-Boilers,Burners, Controls-Service,Sales,Installation
NOTES AND EXCLUSIONS (Unless otherwise stated in quote)
1. Pricing is based on purchase of entire quote. Deviation from this may
require price revisions to both product and freight.
2. All boilers and water heaters are furnished to job via motor freight. All
off-loading and transport to mechanical room is the responsibility of
installing contractor.
3. All venting, piping, gas regulators, filters/strainers, electrical connections
at the jobsite are done by the installing contractor.
4. If a remote control panel is provided, all mounting & wiring between panel
and equipment is by others and not part of this quote.
5. All seismic calculations, anchors and vibration isolation shall be supplied
by others.
6. Remote wall mounted boiler Emergency Shut-off switches required for
CSD-1 compliance are provided and installed by others.
7. All starters, disconnects and VFD's are to be supplied and installed by
others.
8. Excludes all permits and any regional emission source testing.
9. Site conditions outside our control which require additional start-up time
will be billed at our standard rate of$125 per hour.
APPENDIX A
PROCTOR TERMS&CONDITIONS
SALES INC
Except as specifically modified by the typed or handwritten portions of this proposal on the face side,the proposal is subject to the following terms and
conditions.
ACCEPTANCE OF PROPOSAL:By signing and returning a copy of this proposal or a purchase order to the Seller,the Buyer shall be deemed to have
accepted this proposal and agreed to the terms and conditions set forth herein.Seller may not amend or revoke this proposal for a period of 30 days
from date hereof.If Buyer's acceptance is not received within such a period,Seller may amend or revoke this proposal at any time.Buyer understands
that Seller is an independent sales representative and does not own or manufacture any of the new equipment covered by this proposal.Thus,upon
acceptance by Buyer,it is understood that Seller's obligations hereunder are subject to the further conditions that the manufacturer will promptly approve
and requires any adjustments in the prices or terms hereof unacceptable to Buyer.Seller shall have the option to void this entire proposal or substitute
comparable equipment at the same or lower prices as quoted herein.However,the right of substitution shall not apply when the proposal is made as part
of a bid on a construction project whose specifications expressly require use of equipment made by a manufacturer who does not approve the sale.
TERMS OF PAYMENT AND PRICES:The standard terms of payment are 30 days(O.A.C)from the date of shipment of any equipment or completion of
the performance from the date of shipment of any equipment.In some instances progress payments will be required.If sale consists of equipment and
startup services,payment terms shall be Net 30 days from date of shipment regardless of whether or not field services have been completed.If partial
shipments are made or several types of services to be performed,Buyer may be invoiced as such partial shipment is made or upon completion of each
type of service performed.In addition to the purchase price,Buyer shall pay all shipping costs or,if by prior arrangement Seller is to advance such
shipping costs,reimburse Seller for such costs,Buyer shall also pay excise,sales,uses or other taxes or duties which the Seller may be required to pay
because of the sale,delivery or use of equipment or services covered hereby,unless Buyer timely provides Seller with a resale certificate or other
document acceptable to the appropriate taxing agency establishing an exemption from such taxes or duties.If after acceptance of this proposal Buyer
requests changes in the equipment or services to be rendered or delays progress of the manufacturer or delays shipment of the equipment,or the
performance of such services later than the dates specified herein,the price therefore shall be appropriately increased.
RETENTION:No retentions shall be withheld by Buyer unless agreed upon as part of a progress payment schedule.
SHIPMENT:Unless otherwise specified,shipment of the equipment shall be FOB the place of manufacture of equipment The Sellefs responsibility for
shipment shall cease and Buyer shall assume all risks of loss upon delivery to the transporting carrier.Any claims for shortages,delays or damages
occurring thereafter shall be made by the Buyer directly to the transporting carrier.Any claims against the Seller for shortages in shipment shall be made
written 15 days after receipt of shipment by Buyer.
DELIVERY:Seller will use its reasonable best efforts to cause shipment of equipment as scheduled,but all shipment dates are approximate only.
Delays in delivery of equipment or the performance of services shall be excused when caused by strikes,lockouts,accidents,fire,acts of God,
embargoes,or governmental action or any other cause beyond the reasonable control of the Seller or manufacturer/supplier,whether the same as or
different from the instances therein specifically enumerated.If for some reasons,Seller or manufacturer/supplier is unable to ship within a reasonable
time after the date scheduled,Seller may,at its option,cancel the agreement without liability,except for return of any amounts previously paid.In no
event shall the Seller be responsible or incur any liability for an costs or damages or any nature sustained by Buyer due to any delay in delivery or failure
to make delivery as scheduled due to circumstances beyond reasonable control.
EQUIPMENT WARRANTY:The Seller warrants that the equipment to be furnished pursuant to this proposal will conform to the description contained
therein.However,the Seller does not warrant that any new equipment will be free of defects in design,material or workmanship and such equipment is
sold subject to such warranties as are made by the manufacture/supplier for breach of any such manufacturels supplier's warranty,any expense to be
for Buyers account.
SERVICE WARRANTY:Seller warrants that all installation,start-up or other services to be performed by Seller as described in this proposal will be
performed in a workmanlike manner and in accordance with the applicable laws and regulations.However,Buyer shall be responsible for obtaining any
required permits or other governmental approvals required as a condition precedent to Sellers performance of such services.Such warranty hereunder
shall extend for a period of 90 days after completion of such services.If several different types of services are to be performed,such 90-day period shall
run from the completion date of each type of service.Any claimed deficiency in the matter in which such services are performed must be brought to
Seller's attention in writing in such 90-day period.Upon lapse thereof without such claim being made,this warranty shall lapse.This warranty is limited to
the repair or redoing without charge to Buyer of any defective or non-conforming services.At Sellels option,any warranty workwill be performed only
during regular working days.This warranty shall be inapplicable if the Buyer or any third party first attempts such repairs or redoing or if the equipment
involved has been tampered with,altered,abused,subjected to abnormal treatment or maintained and operated in accordance with the Selleis or
manufacturer's instructions and applicable methods.
DISCLAIMER:THE FOREGOING IS IN LIEU OF ALL OTHER CLAIMS OR WARRANTIES,ORAL,EXPRESSED,OR IMPLIED,INCLUDING ANY
WARRANTY OR MECHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE,WHETHER BASED ON WARRANTY,TORY OR CONTRACT
THEORIES,SELLER MAKES NO WARRANTIES WHATSOEVER,INCLUDING ANY WARRANTY OF MERCHANT-ABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.WITH ERSPECT TO USED EQUIPMENT,BUYER TAKES ANY USED EQUIPMENT"AS IS".Seller shall not be liable for
any direct,special or consequential changes or loss to the Buyer or any third party as a result of defects in the equipment sold nor any damage to the
equipment itself or caused by the equipment.Nor Shall Seller be liable for any direct,special or consequential changes or loss to the Buyer or any third
party as a result of any defective or non-conforming services performed hereunder.
PATENT INFRINGEMENT:Seller shall not be liable for any change,loss or expenses incurred by Buyer in the event of any suits the Buyer for an
alleged infringement of any patent rights,covering equipment sold to buyer hereunder.However nothing herein shall be construed as relieving the
manufacturer of such equipment from any responsibility it may have to the Buyer in connection with such a claim.
SECURITY INTEREST:Except in cases where payment of the purchase price has been guaranteed by the posting of an adequate bond benefiting the
Seller and to secure payment of the purchase price.Buyer agrees that the Seller shall retain a security interest in the equipment until Buyer shall have
paid in cash the full purchase price for all equipment sold and services performed hereunder.This security interest shall cover any proceeds of the
equipment.Upon Seller's request,Buyer shall execute and deliver to Seller any financing statement or other documents requested by Seller reflecting its
security interest.The equipment shall at all times be considered and remain the personal property.If full payment of the purchase price is not made when
due,Buyer shall pay interest on the delinquent amount at the highest lawful contract rate,not to exceed 18%per annum,and all costs of collection,
including reasonable attorneys fees.Such interest and costs shall be deemed secured by the foregoing security interest.
INSURANCE:So long as any portion of the purchase price remains unpaid,Buyer at its cost shall obtain insurance against loss or damage from all
external causes,naming the Seller as an insured in an amount and form sufficient to protect the Sellers security interest in the equipment
APPLICABLE LAW:The validity,performance and construction of the proposal shall be governed by the laws of the State of Washington.