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HomeMy WebLinkAbout5128Contract Number Vendor: Sub�ect: Department: File Class• Begin Date: End Date: Review Date• Vault Date: 5128 MOUNT ST. HELENS REFORESTATION 2012 Reforestation Forestry LEG 12-1 1/25/2012 3/31/2012 2014 Comments : PROFESSIONAL SERVICES AGREEMENT 2012 Reforestation The City of Bremerton ("Crty") and Mount St Helens Reforestation ("Contractor"), referred to collectively as the "Parties," enter into the following Agreement for professional services I. Scope: The Contractor agrees to perform the services more specifically descnbed m the Scope of Work, dated Januarv 25, 2012, mcludmg any attachments thereto, attached hereto as Exhibit A, wluch is incorporated by reference herem The Scope of Work may be modified only pursuant to Section VII G of this Agreement If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City Contractor further represents that the services furmshed under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed , II. Term: The City and the Contractor agree that work will begm on the tasks descnbed m Exhibit A upon execution of this Agreement based on seedling availability and a mutually agreeable schedule The parties agree that the work described m Exlubit A is to be completed by March 31, 2012, provided however, that addrtional time shall be granted by the City for excusable delays or extra work as provided for in section IX (A) of this agreement III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Contractor $208.00 uer thousand acceptablv planted seedlings. The estimated total number of seedlmgs to plant is 26,500, estimated contract value is $5,512 00 . Contractor's charges and bills shall conform to the fee schedule attached hereto as Exlubrt B and incorporated herem by this reference The Contractor shall submit regular billmg statements detailing work performed and amount charged on each task or portion thereof The descnptions shall conform to and fall wnthin the categories set out m the Scope of Work and/or Fee Schedule Upon receipt of a conformmg billmg statement, the City shall promptly process payment PROVIDED, HOWEVER, the Crty reserves the right to pnontize scoped work and accelerate and/or delay work tasks under the time frame set forth m Section II herem The Contractor's labor rates and billmg fees shall be as delineated m Exlubit B Contractor shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to tlus Agreement Contractor sha11 only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be m accordance with Exhibrt B If a billmg statement does not conform to this Agreement, the City may wrthhold payment unhl the statement is brought mto compliance Such withholdmg does not relieve Contractor of its obligations under this Agreement Bremerton/ 2012 Reforestation Page 1 of 6 IV. Relationship of Parties: Contractor represents that rt is skilled m the matters addressed m the Scope of Work and is performmg mdependent functions and responsibilities within rts field of expertise Contractor and its personnel are mdependent Contractors and not employees of the City Contractor and its personnel have no authonty to bind the City or to control the City's employees and other Contractors None of the benefits provided by the Crty to its employees, includmg, but not limited to, compensation, insurance, and unemployment insurance are available from the Crty to the employees, agents, representatives, or sub-Contractors of the Contractor Contractor will be solely and entirely responsible for rts acts and for the acts of Contractor's agents, employees, representahves and sub-Contractors dunng the performance of tlus Agreement The City may, dunng the term of this Agreement, engage other independent Contractors to perform the same or similar work As an independent Contractor, Contractor is responsible for rts own management The City's admitustration and enforcement of this Agreement shall not be deemed an exercise of managenal control over Contractor or rts personnel As an mdependent Contractor, Contractor is responsible for payment of all ta�ces and hcensmg fees necessary to perform rts obligations under this Agreement These taxes and fees mclude but are not limited to State mdustnal msurance, Busmess & Occupation, State professional licensmg, and City busmess licensing If any ta��es or fees due the City have been declazed delmquent, the City may wrthhold the delinquent amount, plus any additional charges ansmg from the delinquency, from any payments due Contractor V. Indemnification: Contractor shall defend, mdemmfy and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, m�unes, damages, losses or suits, includmg all legal costs and attorney fees, ansing out of or in connection with the performance of this Agreement, except for that portion of the in�uries and damages caused by the City's sole negligence The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of mdemtufication Should a court of competent �urisdiction determine that tlus Agreement is sub�ect to RCW 4.24 115, then, m the event of liability for damages arismg out of bodily in�ury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONTRACTOR'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 Bremerton/ 2012 Reforestation Page 2 of 6 VI. Insurance: The Contractor shall procure and mamtam for the duration of the Agreement, msurance agamst claims for in�uries to persons or damage to property which may anse from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees, sub-consultants or sub-Contractors Before beginrung work on the pro�ect descnbed in tlus Agreement, the Contractor shall provide a Certificate of Insurance evidencmg 1. Automobile Liabilitv insurance wrth limits no less than $1,000,000 combmed single limit per accident for bodily m�ury and property damage, and 2. Commercial General Liabilitv insurance wntten on an occurrence basis v�nth limrts no less than $1,000,000 combmed single limit per occurrence and general aggregate for personal m�ury, bodily in�ury and property damage Coverage shall mclude but not be limited to blanket contractual, products/completed operations/broad form property damage, explosion, collapse and underground (XCU) if applicable, and employer's habilrty, and 3. Excess Liabilitv insurance with limits not less than $1,000,000 limit per occunence and aggregate Any payment of deductible or self msured retention shall be the sole responsibilrty of the Contractor All required policies shall be provided on an"occurrence" basis except professional liabihty msurance (if required), which may be provided on a"claims-made" basis The City shall be named as an addrtional msured on the Commercial General Liability msurance policy, as respects work performed by or on behalf of the Contractor and a copy of an endorsement that is acceptable to the City, which names the City as an 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 and endorsements The City further reserves the nght to re�ect any unacceptable policies andlor endorsements The Contractor's Commercial General Liabilrty 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 msurer's hability T'he Contractor's insurance shall be pnmary insurance as respects the City and the City shall be given tlurty (30) days pnor wntten notice by certified mail, return receipt requested, of any cancellation, suspension or matenal change m coverage The Crty also reserves its unqualified nght to require at any time and for any reason, proof of coverage m the form of a duplicate of the msurance policy with all endorsements as evidence of coverage Bremerton/ 2012 Reforestation Page 3 of 6 � VII. General Conditions: A Contractor shall have current registration with the State of Washington for farm labor and shall supplv proof of re�istrahon B Work Performed at Contractor's Risk Contractor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-contractors in the performance of the work hereunder and shall utilize all protection necessary for that purpose All work shall be done at Contractor's own risk, and Contractor 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 , C. Place of Work The Contractor shall perform the work authorized under this Agreement on City-owned lands m Bremerton, Waslungton Any meetings wrth the Crty staff as descnbed m Exlubit A, Scope of Work, shall take place at the Crty's offices, or at locations mutually agreed upon by the parties D. Entire A�reement This Agreement and rts Exhibrts constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth m the text of tlus Agreement E Severabilrtv Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect F Modification Tlus Agreement may only be modified by wntten instrument signed by both Parties G Wntten Notices All commumcahons regardmg tlus Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated m this Agreement or such other address as may be hereafter specified in writmg Crty Address Forestry/Natural Resources Manager Bremerton Dept of Public Works & Utilrties 100 Oyster Bay Ave N Bremerton, WA 98312 Contractor Address Hugo Peregnno Mt St Helens Reforestation, Inc P.O Box 971 Chehalis, WA 98532 H. Waiver. Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision Waiver of any nght or power ansing out of this Agreement shall not be deemed waiver of any other nght or power I. Non-Waiver of Breach The failure of the City to insist upon stnct performance of any of the covenants and agreements contamed herein, or to exercise any option herein conferred in Bremerton/ 2012 Reforestation Page 4 of 6 � one or more mstances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remam in full force and effect J Compliance v�nth Laws Contractor shall comply with all applicable Federal, State, and local laws in performmg its obligations under this Agreement K Choice of Law and Venue This Agreement shall be mterpreted according to the laws of the State of Washmgton Any �udicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Supenor Court L. Attorneys' Fees In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees M Assi� Any assignment of this agreement by the Contractor wrthout the written consent of the City shall be void VIII. Nondiscrimination: Contractor shall not discrunmate in employment or services to the public on the basis of race, color, national ongin, sex, religion, age, marrtal status, disability, or sexual onentation except for employment actions based on bona fide occupational qualification IX. Termination: This Agreement shall remain m force until completion and acceptance of the services, termmated by written mstrument upon mutual consent, or by the City of Bremerton for convemence This Agreement may be immediately termmated for cause by a Party if the other Party substantially fails to perform through no fault of the termmatmg Party, and the non- performing Party does not commence correction of the failure of performance withm thirty (30) days of the termmatmg Party's sending notice to the non-performmg Pariy Any Notice by Contractor shall include a report showing the status of all rtems listed in the Scope of Work current through the termination date If the City receives reimbursement by any federal, state, or other source for work descnbed in Section I herein, and that fundmg is withdrawn, reduced or limrted in any way, or the pro�ect is cancelled or substantially reduced after the execution date of this Agreement and pnor to the complehon of the work, the City may summanly termmate this Agreement A Excusable Delays The right of Contractor to proceed shall not be ternunated nor shall Contractor be charged with liquidated damages for any delays in the completion of the work due to• 1) any acts of the federal government m controlling, restrichng, or requisitiorung matenals, equipment, tools, or labor by reason of war, national defense, or other national emergency, 2) any acts of the Crty, its consultants, or other public agencies causing such delay, and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that aze beyond the control and without the fault or negligence of the Contractor, including, but not restncted to, acts of God, fires, floods, stnkes, or weather of unusual seventy PROVIDED, HOWEVER, that the Contractor must promptly notify the City witlun ten (10) calendar days in wnting of the cause of the delay If, on the basis of the facts and the terms of tlus Agreement, the delay is properly excusable, the City shall, m wnting, extend the time for completing the work for a penod of time commensurate with the penod of excusable delay. Bremerton/ 2012 Reforestation Page 5 of 6 B Ri ts Upon Termination In the event of termination, the Crty shall pay for all services performed by the Contractor to the effective date of termmation, as descnbed on a final mvoice subirutted to the City After termmation, the City may take possession of all records and data within the Contractor's possession pertaimng to this pro�ect which may be used by the City without restnction Any such use not related to the pro�ect wluch Consultant was contracted to perform shall be without liability or legal exposure to the Consultant CITY OF BREMERTON By Katy Allen, P E rts Pubhc Works & Utilities Director MT ST HE NS REFORE ATION, INC Date M c�.v c In ( � 2 p I 2 Ap roved as to form � B eme on Crty Attorney R U,EGAL\Contracts�FORMS�Profess�onal Serv�ces Agreement Form (2003) doc rts CORP � c�e7�R.�1 Date 3l � � 1� t � City Clerk Bremerton/ 2012 Reforestation Page 6 of 6 .` EXHIBIT A SCOPE OF WORK — January 25, 2011 2012 REFORESTATION CONTRACT �YK�] � �[17 �i:I17,7;� NOTE: Seedlings to be suppGed by the City of Bremerton 1. Contractor shall acceptably plant approximately 26,500 seedlings (Plug+l Douglas Fir) on approximately 57 acres of Bremerton Water Utility forest land Specifics for mdividual planting unrts are contamed m the attached "Reforestation Urut Descnption" and maps, which are made a part of the Scope of Work by this reference , 2. Contractor shall plant by hand methods, utilizmg approved planhng shovels common to the industry 3. Contractor shall use acceptable methods of plantmg based on these factors. selection of plantable spot, proper spacmg, cleanng of plantmg spot, correct diggmg of plantmg hole, tree placement, and back-filling/firming of soil The precedmg shall be accomplished accordmg to best management practices common to the mdustry and/or as specified in the attached "Reforestation Umt Descnption" 4. Contractor shall, from the time of seedling delivery, exercise proper care of seedlings, mcluding, but not limrted to, protection from drying, heatmg, smothenng, freezmg, drownmg, or mechanical in�ury 5. Contractor shall, prior to commencement of plantmg operations, arrange to meet with Forestry staff to discuss the scope of work and make arrangements for access and sanitary facilrties Contract compliance, to determine acceptable planting, shall be performed by Crty Representative using 1/SO acre circular plots At each plot, Crty Representative will examine for and record his/her findmgs using cntena descnbed in 3) above and/or in the "Reforestation Urut Descnption" To be acceptable, planting quality shall be at least 92% of the total trees planted in the unrt, and withm 5% (+/-) of the quantity specified m the "Reforestation Urut Descr�ption" A mmimum of two (2) well distnbuted plots per five (5) acres planted will be taken Seedlmgs shall be made available by the Crty at the individual planting umts, or at another mutually agreeable area on City lands 2/24/2012 � ,* EXfIIBIT B FEE/RATE SCHEDULE 2012 REFORESTATION CONTRACT PAYMENT SHALL BE BASED ON THE FOLLOWING: 1. The quoted rate per thousand planted seedlmgs which is $208.00/thousand. An estimated 26,500 seedlings (Plug+l Douglas Fir) are to be planted on approximately 57 acres of Bremerton Water Utility forest land Total trees planted shall be based on actual tree count for accepta.bly planted seedlmgs on the aggregate of uruts as descnbed m Exhibit A. 2. For similar additional work that the City may request, and upon mutual agreement of the parties, an hourly rate of $32.00/hour/worker, is established