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096-23 - Resolution - Contract with TMG Services for Chlorination EquipmentDocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F RESOLUTION NO.096-23 A RESOLUTION OF THE CITY OF PORT ORCHARD, WASHINGTON, APPROVING A CONTRACT WITH TMG SERVICES, INC. FOR CHLORINATION EQUIPMENT FOR WELL NO. 7 AND DOCUMENTING THE PROCUREMENT PROCEDURES. WHEREAS, the City's water system is chlorinated to ensure disinfection of the groundwater that is pumped into the drinking water distribution system; and WHEREAS, the City's Well No. 7 requires an Onsite Electrolytic Hypochlorite Generation System to administer the chlorine efficiently and safely to the water system (the "Project"); and WHEREAS, staff's estimate for Project involving multiple crafts was $80,000, which — under the terms of the City's Procurement Policies (adopted by Resolution No. 073-23, as amended) requires the contract is procured through the use of the small works roster process or minimal competition through the solicitation of three (or more) quotes from qualified vendors; and WHEREAS, as performed annually since 2013, the Municipal Research and Services Center of Washington (MRSC) solicited on behalf of participating local government agencies within Washington State (including the City of Port Orchard) for the 2023 MRSC Small Public Works Roster; and WHEREAS, on June 20, 2023, pursuant to RCW 39.04.155 and the City's Procurement Policies ), the City's Public Works Department identified qualified vendors for this multiple craft Project by establishing a roster of qualified companies from the 2023 MRSC Small Works Roster for the Main Category — Water Facility Construction, Repair and Maintenance and Sub - Category — Water/Wastewater Treatment; and WHEREAS, on July 13, 2023, and pursuant to the City's Procurement Procedures, the City's Public Works Department issued a Request for Proposal (RFP) to three qualified companies from the selected Roster; and WHEREAS, no proposals were received by the 2:00 pm, July 31, 2023, due date; and WHEREAS, under the City's Procurement Policies, staff is authorized to contact vendors directly to seek proposals for this type of Project, and RCW 358.23.352(1) also provides that if no bid is received on the first call the City may readvertise and make a second call, or may enter into a contract without any further call; and WHEREAS, the City's Public Works Department identified TMG Services, Inc. as a qualified vendor for this multiple crafts Project, reached out to TMG Services, Inc., and on September 8, 2023, received a quote for equipment, including freight, installation, startup and training, in the amount of $85,848.00 plus Washington State sales tax, for a total amount of $93,503.96. DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F Resolution No. 096-23 Page 2 of 2 WHEREAS, on September 11, 2023, the City's Public Works Department completed the MRSC Mandatory Bidder Responsibility Checklist on TMG Services, Inc.; and WHEREAS, after reviewing the proposal and verifying the contractor's information, Public Works Staff determined TMG Services, Inc. met the requirements and criteria as described in the RFP and was a responsive and qualified bidder for the project; and WHEREAS, the Port Orchard City Council, at the 2015 recommendation of the State Auditor's Office, wishes to document their consultant selection process as described above for this particular contract by Resolution; now, therefore, THE CITY COUNCIL OF THE CITY OF PORT ORCHARD, WASHINGTON, HEREBY RESOLVES AS FOLLOWS: THAT: It is the intent of the Port Orchard City Council that the recitals set forth above are hereby adopted and incorporated as findings in support of this Resolution. THAT: The City Council authorizes the Mayor to execute a Contract with TMG Services, Inc. for Well No. 7 Chlorination Equipment, as attached hereto as Exhibit A and incorporated herein by this reference. THAT: The Resolution shall take full force and effect upon passage and signatures hereon. PASSED by the City Council of the City of Port Orchard, SIGNED by the Mayor and attested by the Clerk in authentication of such passage this 26t" day of September 2023. ATTEST: DocuSigned by: Brandy Wallace, MMC, City Clerk F DocuSigned by: b PlM"6�A-I�USWA, E3FF84;z14 ... Robert Putaansuu, Mayor IIIIIfIIt",�� .��`•4 p0RT OR. oaQ °4Ar.. SEAL, • s �. DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F Port Orchard Contract #:074-23 Authorized Amount:_ $93,503.96_ Date Start: —September 26 2023 Date End:_l�u� 77 GOODS AND SERVICES CONTRACT THIS AGREEMENT is entered into by and between the City of Port Orchard, Washington, a municipal corporation (hereinafter "City") and TMG Services, organized under the laws of the State of Washington, located and doing business at 3216 E Portland Avenue, Tacoma WA 98404, 253-779-4160, tmginc@tmgservicesi.net (hereinafter "Vendor"), (collectively, the "Parties"). RECITALS: WHEREAS, the City has determined it needs to have obtain certain goods or materials and needs to obtain certain services regarding those goods or materials; and WHEREAS, the City desires to have the Vendor provide such goods and services pursuant to certain terms and conditions; NOW, THEREFORE, in consideration of the mutual benefits and conditions hereinafter contained, the Parties hereto agree as follows: AGREEMENT: Goods, materials, and/or services to be delivered by Vendor. The Vendor shall provide the following goods and materials to and/or perform the following the services for the City as described on Exhibits A & B which are attached hereto and incorporated herein by this reference as if set forth in full. Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. 1. Time of Completion. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services by hu O h City of Port Orchard and TMG Services Goods and Services Contract No. C074-23 Updated 412022 IBDR 1577863.1 - 366922 -0039 Page 1 DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F 2. Compensation and Method of Payment. The City shall pay the Vendor for goods and services rendered according to the rates and methods set forth below. LUMP SUM. Compensation for these services set forth in Exhibits A&B as described in Section 1 above, shall be a Lump Sum of $93,503.96 applicable Washington State Sales Tax included, for the services contemplated in this Agreement. ❑ TIME AND MATERIALS NOT TO EXCEED. Compensation for these services shall not exceed $ per year, including applicable Washington State Sales Tax, without written authorization and will be based on the list of billing rates and reimbursable expenses attached hereto as Exhibit "B." ❑ TIME AND MATERIALS. Compensation for these services shall be on a time and materials basis according to the list of billing rates and reimbursable expenses attached hereto as Exhibit "B." ❑ OTHER All invoices shall be paid by City warrant within thirty (30) days of receipt of a complete invoice. If the City objects to all or any portion of any invoice, it shall so notify the Vendor of the same within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in dispute, and the Parties shall immediately make every effort to settle the disputed portion. 3. Prevailing Wags. The Vendor shall pay prevailing wages as required by law and shall comply with Chapters 39.12 and 49.28 RCW. Prior to beginning work under this Contract, the Vendor shall submit — on behalf of itself and each and every Sub -Vendor — a "Statement of Intent to Pay Prevailing Wages," which must be approved by the Department of Labor and Industries (See link below.) Following the final acceptance of the work, or termination of this Agreement, whichever occurs last, the Vendor must submit — on behalf of itself and every Sub - Vendor — an "Affidavit of Wages Paid" for final payment. Final payments shall be made in accordance with the requirements of Chapter 39.12 RCW. Refer to httos://fortress.wa.gov/Ini/wagelookup/prvWapelookup.aspx for Washington State Prevailing Wage rates. 4. Ob'ection by Cily. If the City object to all or any portion of an invoice, it shall notify the Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserved its right to withhold payment from Vendor for any defective or unauthorized goods, materials, or services. If City of Port Orchard and TMG Services Goods and Services Contract No. C074-23 Updated 4/20221BDR 1577863.1- 366922 -0039 Page 2 DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, 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 attorneys' fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME A REQUEST FOR FINAL PAYMENT IS MADE. 5. Termination. City may terminate this Agreement at any time if Vendor fails to perform any obligation described in this Agreement. Alternatively, City may terminate this Agreement without cause on at least fourteen (14) days' notice. Upon receipt of the notice, the Vendor shall acknowledge receipt to the City in writing and immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for Vendor's breach, the Vendor shall be paid or reimbursed for all hours worked or for the goods or materials provided up to the termination date, less all payments previously made. The notice may be sent by any method reasonably believed to provide Vendor actual notice in a timely manner. 6. Changes. The City may issue a written amendment 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 an amendment is necessary, Vendor must submit a written amendment request to the person listed in the Notice section of this Agreement 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 amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in Subsections A through E of Section 8 "Claims" below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final City of Port Orchard and TMG Services Goods and Services Contract No. C074-23 Updated 4/20221BDR 1577863.1- 366922 -0039 Page 3 DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F settlement of all claims for contract time and materials and for direct, indirect, and consequential costs, including costs of delays related to any work, either covered or affected by the change. 7. Claims. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first. 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. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. 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. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be City of Port Orchard and TMG Services Goods and Services Contract No. C074-23 Updated 4/2022 IBDR 1577863.1- 366922 -0039 Page 4 DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. 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). 8. Limitation of Actions. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. 9. Duration of reement• Extensions. This Agreement shall be in full force and effect for a period commencing September 26, 2023 and ending t v._r 0+1' 202 unless sooner terminated under the provisions contained in Section 6 'T " inatio ". Time is of the essence of this Agreement in each and all of its provisions in which performance is required. The City reserves the rights to review the Agreement at regular intervals to assure the quality of services provided by the Vendor. This Agreement may be extended by the City up to two times each of a one-year duration (for a total of two years if both extensions are enacted). Such notice of extension shall be provided by the City to the Vendor prior to contract expiration. 10. Warranty. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained and will perform in accordance with their specifications and Vendor's representations to City. The Vendor shall correct all defects in workmanship and materials within one (1) year from the date of the City's acceptance of the Contract work. In the event any part of the goods are repaired, only original replacement parts shall be used —rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) 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 as determined by the City of Port Orchard and TMG Services Goods and Services Contract No. C074-23 Updated 4/2022 IBDR 1577863.1- 366922 -0039 Page 5 DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. 11. Standard of Care. The Vendor represents and warrants that it, and the Vendor's employees, have the requisite training, skill and experience necessary to provide the services under this Agreement and are appropriately accredited and licensed by all applicable agencies and governmental entities. Vendor further warrants that it has or will have a valid Port Orchard business license during the entire time that this Agreement is in effect. Services provided by the Vendor and the Vendor's employees under this Agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing in similar circumstances. The Vendor and the Vendor's employees shall conduct themselves in a professional manner at all times when on site. The Vendor's employees shall wear clothing and/or a uniform which clearly identifies them as an employee of the Vendor. The Vendor further represents and warrants that it shall provide proper supervision for any employees utilized to perform the services herein and shall ensure that all employees are properly trained and qualified. The Vendor shall ensure that all workplace safety requirements of state or federal law are strictly observed at all times. The Vendor warrants that all employees have been trained to comply with state and federal standards (including but not limited to standards for handling chemicals, WISHA and OSHA) relevant to the duties to be performed in accordance with the Scope of Work. 12. 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 attorney fees, arising out of or resulting from the acts, errors or omissions of the Vendor in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 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, and volunteers, the Vendor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Vendor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Vendor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. 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. City of Port Orchard and TMG Services Goods and Services Contract No. C074-23 Updated 4/2022 IBDR 1577863.1 - 366922 -0039 Page 6 DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. 13. Insurance. The Vendor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with products and materials supplied to the City. No Limitation. Vendor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Vendor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Vendor shall obtain insurance of the type described below: Commercial General Liability ("CGL") insurance shall be written on ISO occurrence form CG 00 01 and shall cover products liability. The City shall be named as an insured under the Vendor's Commercial General Liability Insurance policy using ISO Additional Insured -Vendors Endorsement CG 20 15 or a substitute endorsement providing equivalent coverage. CGL insurance shall be written with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate, and a $2,000,000 products liability aggregate limit. Vendor's CGL insurance policies are to contain or be endorsed to contain that they shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Vendor's insurance and shall not contribute with it. The Vendor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. ii. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. City of Port Orchard and TMG Services Goods and Services Contract No. C074-23 Updated 4/2022 IBDR 1577863.1 -366922-0039 Page 7 DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F C. Verification of Coverage. Vendor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Vendor before goods, materials or supplies will be accepted by the City. Failure on the part of the Vendor to maintain the insurance as required shall constitute a material breach of contract. Vendor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Vendor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. 14. Force Majeure. Notwithstanding anything to the contrary in this Agreement, any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental actions, governmental laws, regulations or restrictions, civil commotions, Casualty, actual or threatened public health emergency (including, without limitation, epidemic, pandemic, famine, disease, plague, quarantine, and other significant public health risk), governmental edicts, actions, declarations or quarantines by a governmental entity or health organization, breaches in cybersecurity, and other causes beyond the reasonable control of the party obligated to perform, regardless of whether such other causes are (i) foreseeable or unforeseeable or (ii) related to the specifically enumerated events in this paragraph (collectively, a "Force Majeure"), shall excuse the performance of such party for a period equal to any such prevention, delay or stoppage. To the extent this Agreement specifies a time period for performance of an obligation of either party, that time period shall be extended by the period of any delay in such party's performance caused by a Force Majeure. Provided however, that the current COVID-19 pandemic shall not be considered a Force Majeure unless constraints on a Party's performance that result from the pandemic become substantially more onerous after the effective date of this Agreement. 15. Other Provisions. A. Independent Contractor. Vendor and City agree that Vendor is an independent contractor with respect to the services provided pursuant to this Agreement. As the Vendor is customarily engaged in an independently established trade which encompasses the providing the specific goods, materials, and/or services provided to the City hereunder, no agent, employee, representative or sub -vendor of the Vendor shall be or shall be deemed to be the employee, agent, representative or sub -vendor of the City. In the performance of the work, the Vendor is an independent contractor with the ability to control and direct the performance and details of the work, the City being interested only in the results obtained under this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Vendor nor any employee of Vendor shall be entitled to any benefits accorded City employees by virtue of the services provided under this City of Port Orchard and TMG Services Goods and Services Contract No. C074-23 Updated 4/2022 IBDR 1577863.1- 366922 -0039 Page 8 DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Vendor, or any employee of the Vendor. B. Record Keeping and Reporting. Vendor shall maintain accounts and records, including personnel, property, financial, and programmatic records, which sufficiently and properly reflect and account for all direct and indirect costs of any nature expended, services performed, and funds paid by the City pursuant to this Agreement. These records shall be maintained for a period of seven (7) years after termination of this Agreement, unless permission to destroy them is granted by the Office of the Archivist in accordance with Chapter 40.14 RCW and by the City. C. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement are the property of the City, and shall be subject at all times to inspection, review or audit by the City during the performance of this Agreement and for the aforementioned retention period. D. Vendor to Maintain Records to Support Independent Contractor Status. On the effective date of this Agreement (or shortly thereafter), the Vendor shall comply with all federal and state laws applicable to independent contractors including, but not limited to the maintenance of a separate set of books and records that reflect all items of income and expenses of the Vendor's business, pursuant to the Revised Code of Washington (RCW) Section 51.08.195, as required to show that the services performed by the Vendor under this Agreement shall not give rise to an employer -employee relationship between the Parties which is subject to RCW Title 51, Industrial Insurance. E. Work Performed at Vendor's Own Risk. The Vendor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub -vendors in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at the Vendor's own risk, and the Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held by the Vendor for use in connection with the work. F. Discrimination Prohibited. Vendor shall not discriminate against any employee, applicant for employment, or any person seeking the services of the Vendor under this Agreement, on the basis of race, color, height and weight, religion, creed, sex (including pregnancy), sexual orientation (including gender identity), age, national origin, marital status, presence of any sensory, mental or physical disability (including use of a trained dog guide or service animal), honorably discharged veteran or military status, HIV/AIDS and Hepatitis C status, or other circumstance prohibited by federal, State or local law or ordinance, except for a bona fide occupational qualification. Violation of this City of Port Orchard and TMG Services Goods and Services Contract No. C074-23 Updated 4/2022 IBDR 1577863.1- 366922 -0039 Page 9 DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F Section shall be a material breach of this Agreement and grounds for cancellation, termination, or suspension of the Agreement by the City, in whole or in part, and may result in ineligibility for further work for the City. G. Employment of State Retirees. The City is a "DRS-covered employer" which is an organization that employs one or more members of any retirement system administered by the Washington State Department of Retirement Systems (DRS). Pursuant to RCW 41.50.139(1) and WAC 415-02-325(1), the City is required to elicit on a written form if any of the Vendor's employees providing services to the City retired using the 2008 Early Retirement Factors (ERFs), or if the Vendor is owned by an individual who retired using the 2008 ERFs, and whether the nature of the service and compensation would result in a retirement benefit being suspended. Failure to make this determination exposes the City to significant liability for pension overpayments. As a result, before commencing work under this Agreement, Vendor shall determine whether any of its employees providing services to the City or any of the Vendor's owners retired using the 2008 ERFs, and shall immediately notify the City and shall promptly complete the form provided by the City after this notification is made. This notification to DRS could impact the payment of retirement benefits to employees and owners of Vendor. Vendor shall indemnify, defend, and hold harmless the City from any and all claims, damages, or other liability, including attorneys' fees and costs, relating to a claim by DRS of a pension overpayment caused by or resulting from Vendor's failure to comply with the terms of this provision. This provision shall survive termination of this Agreement. H. Assignment and Subcontract. Vendor shall not assign or subcontract any portion of the services contemplated by this Agreement without the prior written consent of the City. I. Media Rights. Vendor agrees to allow the City to photograph or record Vendor's activities and permits the use of such photographs or recordings or promotional purposes. J. Non -appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will so notify the Vendor and shall not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the City in the event that the terms of the provision are effectuated. K. Applicable Law; Venue; Attorneys' Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, and venue or any legal action to enforce this Agreement shall be exclusively in Kitsap County, Washington. The prevailing party in any such action shall be entitled to its attorneys' fees and costs of suit, which shall be fixed by the judge hearing the case and such fee shall be included in City of Port Orchard and TMG Services Goods and Services Contract No. C074-23 Updated 4/2022 IBDR 1577863.1 -366922-0039 Page 10 DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F the judgment. L. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. M. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. N. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. O. Severability. Any provision or part of this Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the City and the Vendor. P. Notices. Notices to the City of Port Orchard shall be sent to the following address: City Clerk City of Port Orchard 216 Prospect Street Port Orchard, Washington 98366 Bwallace@cilyofportorchard.us Notices to the Vendor shall be sent to the following address: VENnnR• BY: Titl Dal City of Port Orchard and TMG Services Goods and Services Contract No. C074-23 Updated 4/20221BDR 1577863.1- 366922 -0039 CITY nc UGUGRGMARD: BY: �� �lnlaA.bt,SIA.U. Robert Putaansuu Mayor 9/27/2023 Date: Page 11 DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F ATTEST/AUTHENTICATE: DocuSigned by: '' V 6U/l,� 1Naua(,c, r +L QORT ORC Brandy Wallace, MMC, City Clerk .��`�� O.09- yr�Q••`'-' SEAL�4i�A - • �tCp APPROVED AS TO FORM: �4�(4 DocuSigned by: FWA�+�a+`` rl�V%tS (,� awtl�t vs E9A�0 �.59A3.7 Port Orchard City Attorney's Office City of Port Orchard and TMG Services Goods and Services Contract No. C074-23 Updated 4/20221BDR 1577863.1- 366922 -0039 Page 12 DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F EXHIBITS A&B Scope of Materials and Services to be Provided by Vendor. The Vendor shall furnish goods and services including, but not limited to, the following: (See Attached) City of Port Orchard and TMG Services Goods and Services Contract No. C074-23 Updated 4/20221BDR 1577863.1 -366922-0039 Page 13 DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F Exhibit A T��M G Quality Products - Excellent Service = SERVICES Jacki Brown Port Orchard, City of — Water 1535 Vivian Ct Port Orchard, WA 98366 Reference: Well 7 — Chlorine Onsite Generation Chlorination equipment for Well 7 —based on site visit. 3216 E. Portland Avenue Tacoma, WA 98404 253-779-4160 tmginc@tmgservices.net September 8, 2023 QUOTATION Suggested layout: Brine tank upstairs. OSEC panel, softener, product tank & metering pump skid downstairs. This would require moving 230V power downstairs. Suggested vent through floor into existing roof vent (would require penetrating vent cap) — Electrical & vent penetrations BY OTHERS. At current flows (550gpm, the product tank will provide approximately 3.5 days of storage. Onsite Generation System 1 OSEC L On -Site Hypochlorite Generation System Panel (20 PPD) -Pre-piped and pre -wired system for wall mounting. Includes the following: -(4) 5 PPD Electrolyzer cartridges -Manifold rack -Dilution water apparatus with manual isolating valve and solenoid valve, flow meter with minimum contact, flow control valve -Peristaltic brine pump -Static mixer -Non return valve at manifold inlet -Sample valve -Drain valve -Level switch to detect filling level of electrolyzer cartridge(s) -Sensor to monitor temperature of sodium hypochlorite solution -(4) 540W DC power supply units -Power supply connection box with main switch -Electronic control module with HMI Power supply: 100 - 240 VAC, 50/60 Hz 1 GF Pressure Reducing Valve 1 Kinetico Water Softener w/ Parts Group & Check Valve 1 300 Gallon Product Tank, Crosslink, 1.9 specific gravity, tank adapters, approximately 42" D x 56" H -System components for the Hypochlorite tank: -Filling and degassing arrangement with hydrogen dilution blower and air flow monitor -Pressure Transducer with control cable -PVC ball valve as withdrawal unit -Includes seismic clips. Does NOT include WA stamp or calcs 1 100 Gallon Brine Tank w/Cover, Level Control and Brine Collector (800# Salt Capacity) 1 Evoqua/W&T OSEC L Annual Maintenance Kit 1 ATI Hydrogen Leak Detector TOTAL PRICE: $58,897(Includes Freight, Installation, Startup & Training) Notes -Requires 100-230V, 1 Phase input power. Other input power can be accommodated at extra cost -All labor is quoted at Prevailing Wage Recommended Or)tions 4--Set-of-+-EvogtraAHff-06EG+ 5PPf}t£-arfiridge9r,-*D@$6 N6 Page 14 DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A61A8788F Page 2 of 2 Quotation — Port Orchard — Well 7 OSEC L20 TMG Services, Inc. Metering Pumps 1 ProMinent Dual Pump Floor Skid, PVCNiton (1 inlet/1 outlet) consisting of the following, -(2) ProMinent Sigma/1 Motor -Driven Metering Pumps -Pump Capacity: 6.9 GPH @ 145 PSI -Liquid End Materials: w/Bleed Valve, w/o Valve Spring -Hydraulic Connections: '/" MPT -Relay: Fault + 4-20mA -Control: Manual + Pulse + 4-20mA -(1) 1/2" Back Pressure Valves, PVCNiton -(2) 1/2" Pressure Relief Valves, PVCNiton -(4) Pressure Gauges w/ Diaphragm Seals, PVC/PTFE -(1) 1,000mL Calibration Column -(2) Pulsation Dampeners, PVC/PTFE -(1) Chemical Inlet: 1/2" -(2) Chemical Outlet: 1/2" -(1) Lot of SCH 80 PVC Piping, Fittings & True Union Ball Valves (Vented) PRICE: $21,666 (Includes Freight, Installation, Startup & Training) TOTAL PRICE: $80,463 $80,463.00 7.483.06 9.3% WSST T-OTA1_-P-RIG&witir6pefe- et-ef-GeAe-7-263 $87,946.06 OSEC INSTALLATION -Installation of the On -Site Hypochlorite Generation System includes placing equipment in proposed location. All work to be performed within the confines of the proposed room layout. Limit of piping installation shall be from inlet of water softener through OSEC system components to discharge side of metering pumps. Installation excludes any concrete work, drilling penetrations through roof or walls, sub -grade work and drilling of metal pipe for sample/injection point connections. Also, excludes any electrical wiring and/or interconnects. However, TMG will assist electrician in locating wiring landing points if they are on site at time of installation. Contractor to assist TMG personnel in placement of the heavier equipment items. Terms & Conditions of Sale: -F.O.B.: Port Orchard, WA -Payment Terms: Net 30 Days — Our terms of payment are 100% payable 30 days after shipment. Since this is an agreement between Buyer and Seller, and Seller has no relationship with the third party owner, this agreement must be independent of any third party action or inaction. Payment will be due as indicated above without a dependency on the buyer being paid by the owner, with no further restriction or impediments, and regardless of any payment arrangement that may exist between contractor and owner. -This price is in effect for 60 days. -Customer is responsible for off-loading all merchandise at its point of destination. -Submittals, if required, will be provided 2-3 weeks after receipt of all technical data at T M G Services. -Delivery will be made in approx. 12-14 weeks after receipt of order and/or approvals and resolution of all necessary technical data at TMG. -Quotation prices do not include any sales taxes or any other taxes that may apply. -This quotation is limited to the products and/or services as listed and excludes any item or service not specifically listed. -Invoices $3,000 or more that are paid with a credit card will have a 3% credit card fee added to the invoice. Thank you, Jeff Harmon Territory Manager Page 15 DocuSign Envelope ID: AEA884C6-62F7-4F89-BE9B-014A6lA8788F Exhibit B Tqjo'm Quality Products - Excellent Service SERVICES Jacki Brown Port Orchard, City of — Water 1535 Vivian Ct Port Orchard, WA 98366 Reference: Well 7 — Chlorine & pH Analyzer Jacki, Per your request, here is a quote for the Blue White chlorine analyzer Blue White Online Chlorine + pH Analyzer - APFCL -Chlorine, pH, and Temperature — Chlorine Range: 0.1-5.0 ppm -Assembled Panel with Flowmeter (20" x 36" x 9.5") -Built-in Temperature and pH Compensation -Highly Accurate, Real -Time Measurement, Display, and Data -Logging -5" Display and Data -Logging Terminal -FCL700 Smart Sensor -Warranty: 13 Months 3216 E. Portland Avenue Tacoma, WA 98404 253-779-4160 tmginc@tmgservices.net September 8, 2023 QUOTATION PRICE: $5,085 (Freight included. No additional install or startup if purchased with OSEC L system) -Requires a water sample flow of 3.1-6.2 GPH Terms & Conditions of Sale: -F.O.B.: Prepay & Add -Payment Terms: Net 30 Days — Our terms of payment are 100% payable 30 days after shipment. Since this is an agreement between Buyer and Seller, and Seller has no relationship with the third party owner, this agreement must be independent of any third party action or inaction. Payment will be due as indicated above without a dependency on the buyer being paid by the owner, with no further restriction or impediments, and regardless of any payment arrangement that may exist between contractor and owner. -This price is in effect for 60 days. -Submittals, if required, will be provided 1-2 weeks after receipt of all technical data at T M G Services. -Delivery will be made in approximately 6-8 weeks after receipt of order and/or approvals and resolution of all necessary technical data at T M G Services. -Quotation prices do not include any sales taxes or any other taxes that may apply. -This quotation is limited to the products and/or services as listed and excludes any item or service not specifically listed. Thank you. Let me know if you have any further questions. Total includes shipping $5,085.00 WSST 9.3% 472.91 Sincerely, Total Exhibit B $5,557.91 Jeff Harmon TMG Services, Inc. Page 16