HomeMy WebLinkAbout4477 Co�tract Number: 4477
Vendor: WASHINGTON TIMBERLAND MANAGEMENT
Subject: Timber Harvest Managemerit & Marketing Services
Department: Forestry
File Class: LEG 12-1
Begin Date: 03/Ol/2005
End Date: 02/28/2010
Review Date: 02/15/2012
Vault Date: O1/O1/2012
Comments: Extended by letter 12/09
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I}ecember 31, 2�9
Mr. Ron Godwin, Vice-President
�IUashing#on Timberla�d Managsment
P4 Box 't 2916
�lympia, WA 985R8
Re: Timber Hanrest Managem�rrt and Mark�ting Services
Dear Ron:
As you knaw, the current professior�ai services agreemerrt fc�r the abave e�ires 12�'31l09. Per
our �reuious dis�ussion�, kk� par�es, the Ci�I and W7M, are agreeable to e�ctend this
agreement to Fet�ruarj+ 28. 2Q10. All provisions of the current agreement and amendments wilf
remain in fufl for�e and effer�# until that daRe.
Thank yau for yaur cc�nsideration.
SincerelY,
� � ��, � �� �
BiMI McKinney ,.--'`�
Forestry Maneger � .r�
C_ Phil �lliams, �irector PWBU
Carol E#gen, City Clerk
WfM PSA File
Contract Number:
Vendor:
Subject:
Department:
File Class:
Begin Date:
End Date:
Review Date:
Vault Date:
Corrunents:
4477
WASHINGTON TIMBERLAND MANAGEMENT
Timber Harvest Management & Marketing Services
Forestry
LEG 12-1
03/01/2005
12/31/2009
11/01/2009
PURCHASED SERVICES AGREEMENT
Timber Harvest Management and Marketing
Addendum
The City of Bremerton ("City") and Washington Timberland Management, Inc.
("Contractor"), referred to collectively as the "Parties", enter into the following Addendum to
Agreement for Purchased Services:
Whereas, several of the ~tten terms of the professional services agreement do not
conform to the procedures actually used for the cutting, hauling and sale of timber and
payment for services;
the Parties desire to revise the relevant terms for the remaining term of the Agreement.
The Parties agree as follows:
Article III Compensation. Existing article states that the consultant shall submit regular billing
statements to city and city will promptly process payment. The entire article shall be replaced
with the following:
In consideration of the services provided pursuant to this Agreement, thy
Consultant shall be compensated according to the terms and conditions provided
for in the fee schedule ~ttached as Exhibit B and incorporated herein by
reference.
Consultant shall not perform work beyond the Scope of Services, nor shall be
compensated for such services, unless the Scope of Services or amount of
compensation is modified pursuant to this Agreement. Consultant shall only be
compensated for additional services if requested pursuant to Section I and, if not
otherwise provided, such compensation shall be in accordance with Exhibit B.
If a billing statement for out of scope services does not conform to this
Agreement, the City may withhold payment until the statement is brought into
compliance. Such withholding does not relieve Consultant of its obligations
under this Agreement.
Article VI Insurance. Existing article requires professional liability insurance of one million
dollars. The city risk manager has stated that they do not need this coverage because they have
Loggers Broad Form coverage. This article shall be modified as follows:
Item 4 requiring professional liability insurance shall be deleted in its entirety.
References to professional liability insurance shall be deleted throughout the contract.
Exhibit A - Scope of Services/Deliverables. Section 5, first sentence states that the consultant
will "coordinate and supervise" subcontractors in road construction, harvesting and hauling. this
sentence shall be replaced with the following:
Hire, coordinate, supervise and pay subcontractors in road construction and
betterment, harvesting, and hauling operations on specified road segments
and harvest units, per .above items and in conformance with current or
revised forest practice regulations.
Exhibit B - Fee Schedule/Timber Harvesting and Marketing.
Section 2, add bullet as follows:
. Other authorized harvest operation costs
The Parties agree that all provisions of the original Agreement which are not in coilflict with this
Addendum shall remain in full force and effect.
WASHINGTON
TIMBERLAND MANAGEMENT
Date: F~B 02~ ~OQ'7
~8-
&....... 6.1?/4<<4 y",.,xresident
CITY OF BREMERTON
~. NTALAPPROVAL.:
~)I~
PHIL WILLIAMS
Public Works & Utilities Director
~STOFORM:
~ ~"lZ-
OG LUBOVICH '
City Att9mey
r
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+ Contract Number 4477 ..
=1= =+=
: :Vendor Name WASHINGTON TIMBERLAND MANAGEMENT +
=.=Subj ect TIMBER HARVEST MANAGEMENT & MARKETING SERVICES =1=
+Department FORESTRY =1=
+Status Code PRO :1:
+ Amount . .
+ Begin Date 03/01/2005 ::
. . Insurance End Date 12/31/2009 ::
... Type Amount Review Date 11/01/2009 ::
+ Press Fl for - .
+ valid insurance - .
J., type codes --
- . Insurance Total $0.00 =:
- . Insurance Review Date 04/01/2005 =/=
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- . Comments COMPENSATION LISTED IN CONTRACT EXHIBIT B - .
... NEED CERTIFICATE OF INSURANCE - .
+ ...
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PROFESSIONAL SERVICES AGREEMENT
Timber Harvest Management and Marketing Services
#
The City of Bremerton ("City") and Washington Timberland Management
("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for
professional services:
I. Scope: The Consultant agrees to perform the services more specifically described in the
Scope of Work, including any attachments thereto, attached hereto as Exhibit A, which is
incorporated by reference herein. The Scope of Work may be modified only pursuant to Section
VIT. 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. Consultant
further represents that the services furnished under this Agreement will be performed in
accordance with generally accepted professional practices in effect at the time such services are
performed.
ll. Term: This Agreement commences on the date of execution and terminates on December
31,2009, unless terminated earlier per Section IX. City and the Consultant agree that work will
begin on the tasks described in Exhibit A upon execution of this Agreement and completed on a
mutually agreeable schedule.
m. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant accQrding to the terms and at a time and in a manner provided for in
the fee schedule attached as Exhibit B and incorporated herein by reference.
The Consultant shall submit regular billing statements detailing work performed and
amount charged on each task or portion thereof The descriptions shall conform to and fall
within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a
conforming billing statement, the City shall promptly process payment. PROVIDED,
HOWEVER, the City reserves the right to prioritize seoped work and accelerate and/or delay
work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and
billing fees shall be as delineated in Exhibit B.
Consultant 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 this
Agreement. Consultant shall only be compensated for additional services if requested pursuant
to Section I and, if not otherwise provided, such compensation shall be in accordance with
Exhibit B.
If a billing statement does not conform to this Agreement, the City may withhold
payment until the statement is brought into compliance. Such withholding does not relieve
Consultant of its obligations under this Agreement.
IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed
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in the Scope of Work and is performing independent functions and responsibilities within its
field of expertise. Consultant and its personnel are independent Consultants and not employees
of the City. Consultant and its personnel have no authority to bind the City or to control the
City's employees and other Consultants. None of the benefits provided by the City to its
employees, including, but not limited to, compensation, insurance, and unemployment insurance
are available from the City to the employees, agents, representatives, or sub-Consultants of the
Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of
Consultant's agents, employees, representatives and sub-Consultants during the performance of
this Agreement. The City may, during the term of this Agreement, engage other independent
Consultants to perform the same or similar work.
As an independent Consultant, Consultant is responsible for its own management. The
City's administration and enforcement of this Agreement shall not be deemed an exercise of
managerial control over Consultant or its personnel.
As an independent Consultant, Consultant is responsible for payment of all taxes and
licensing fees necessary to perform its obligations under this Agreement. These taxes and fees
include but are not limited to State industrial insurance, Business & Occupation, State
professional licensing, and City business licensing. If any taxes or fees due the City have been
declared delinquent, the City may withhold the delinquent amount, plus any additional charges
arising from the delinquency, from any payments due Consultant.
v. Indemnification: Consultant 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 ofthis Agreement, except for that portion ofthe injuries 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 indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event ofliability for damages arising out of bodily injury 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 Consultant's liability
hereunder shall be only to the extent of the Consultant's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'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.
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VI. Insurance: The Consultant 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 the performance of the work hereunder by the Consultant, its agents,
representatives, employees, sub-consultants or sub-Consultants.
Before beginning work on the project described in this Agreement, the Consultant shall
provide a Certificate ofInsurance evidencing:
1. Automobile Liabilitv insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
2. Commercial General Liabilitv insurance written on an occurrence basis with limits no
less than $1,000,000 combined single limit per occurrence and general 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; explosion, collapse and underground (XCU) if applicable; and ,employer's
liability; and
3. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and
aggregate.
4. Professional Liability insurance with limits no less than $1,000,000 limit per
occurrence! claim.
Any payment of deductible or self insured retention shall be the sole responsibility of the
Consultant.
All required policies shall be provided on an "occurrence" basis except professional
liability insurance (if required), which may 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 Consultant 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 right to reject
any unacceptable policies and/or endorsements.
The Consultant'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 Consultant's insurance shall be primary insurance as respects the City and the City
shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of
any cancellation, suspension or material change in coverage.
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.
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vn. General Conditions:
A. Reports and Information: When requested by the City, Consultant shall furnish
periodic reports and documents on matters covered by this Agreement. The reports and
documents shall be furnished in the time and form requested. Consultant shall maintain
accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all billed amounts.
B. Ownership and Use of Records and Documents: Original documents, drawings,
designs and reports, including those in electronic format, developed under this Agreement are the
property of the City. All written information submitted by the City to the Consultant in
connection with the services performed by the Consultant under this Agreement will be
safeguarded by the Consultant to at least the same extent as the Consultant safeguards like
information relating to its own business. If such information is publicly available or is already in
Consultant's possession or known to it, or is rightfully obtained by the Consultant from third
parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise.
All data, documents and files created by Consultant under this Agreement may be stored
at Consultant's office in Union, Washington. Consultant shall make such data, documents, and
files available to the City upon its request at all reasonable times for the purpose of editing,
modifying and updating as necessary until such time as the City is capable of storing such
information in the City's offices. Duplicate copies of this information shall be provided to the
City upon its request, and at reasonable cost.
All documents, including all reports, drawings, specifications, computer software or other
items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service
with respect to the project and are the property of the City. . Any reuse by the City for other than
the specific purpose intended will be at City's sole risk.
C. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary
and shall be responsible for the safety of its employees, agents, and sub-consultants in the
performance of the work hereunder and shall utilize all protection necessary for that purpose.
All work shall be done at Consultant's own risk, and Consultant 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.
D. Place of Work: The Consultant shall perform the work authorized under this
Agreement at its offices in Union, Washington. Meetings with the City staff as described in
Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed
upon by the parties.
E. Entire Agreement: This Agreement and its Exhibits 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 in the text of this Agreement.
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F. Severability: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
G. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
H. Written Notices: All communications regarding this Agreement shall be sent to the
parties at the addresses listed below by registered or I st class mail, or by personal service, and
shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement
or such other address as may be hereafter specified in writing.
City Address: Consultant Address:
Forestry Manager Gary A. Hanson, President
Bremerton Public Works & Utilities Washington Timberland Mgt.
3027 Olympus Drive P.O. Box 130
Bremerton, W A 98310 Union, W A 98592
I. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a
waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be
deemed waiver of any other right or power.
1. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any
of the covenants and agreements contained herein, or to exercise any option herein conferred in
one or more instances shall not be construed to be a waiver or relinquishment of said covenants,
agreements or options, and the same shall be and remain in full force and effect.
K. Compliance with Laws: Consultant shall comply with all applicable Federal, State,
and local laws in performing its obligations under this Agreement.
L. Choice of Law and Venue: This Agreement shall be interpreted according to the laws
of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement
shall be brought in Kitsap County Superior Court.
M. 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.
N. Assignment: Any assignment of this agreement by the without the written consent of
the City shall be void.
VITI. Nondiscrimination: Consultant shall not discriminate in employment or services to the
public on the basis of race, color, national origin, sex, religion, age, marital status, or disability,
except for employment actions based on bona fide occupational qualification.
IX. Termination: This Agreement shall remain in force until completion and acceptance of
the services, terminated by written instrument upon mutual consent, or by the City of Bremerton
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for convenience. This Agreement may be immediately terminated for cause by a Party if the
other Party substantially fails to perform through no fault of the terminating Party, and the non-
performing Party does not commence correction of the failure of performance within thirty (30)
days of the terminating Party's sending notice to the non-performing Party. Any notice by
Consultant shall include a report showing the status of all items 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 described in
Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is
cancelled or substantially reduced after the execution date of this Agreement and prior to the
completion of the work, the City may summarily terminate this Agreement. Termination shall be
effective ten calendar days after Consultant's receipt of the written notice by certified mail.
A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall
Consultant be charged with liquidated damages for any delays in the completion of the work due
to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials,
equipment, tools, or labor by reason of war, national defense, or other national emergency; 2)
any acts of the City, 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 are
beyond the control and without the fault or negligence of the Consultant, including, but not
restricted to, acts of God, fIres, floods, strikes, or weather of unusual severity. PROVIDED,
HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days in
writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement,
the delay is properly excusable, the City shall, in writing, extend the time for completing the
work for a period of time commensurate with the period of excusable delay.
B. Rights Upon Termination: In the event of termination, the City shall pay for all
services performed by the Consultant to the effective date of termination, as described on a final
invoice submitted to the City. After termination, the City may take possession of all records and
data within the Consultant's possession pertaining to this project which may be used by the City
without restriction. Any such use not related to the project which Consultant was contracted to
perform shall be without liability or legal exposure to the Consultant.
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CITY OFBRE~ CONSULTANT ~
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R:\LEGAL\Contracts\FORMS\Pro essional Services Agreement Form (2003).doc
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EXHffiIT A
Scope of Services for Timber Harvest Management and Marketing Services
Deliverables:
For harvest units within Water Utility forest lands selected by the Forestry Manager, Consultant
shall provide the following:
1. Complete or assist in completing Forest Practices Applications (FP As) in a form
acceptable to the Washington Department of Natural Resources, by a date mutually
agreeable to the City and Consultant.
2. Complete or assist in completing any other requirement for harvest required by a
regulatory agency having jurisdiction.
3. In consultation with the Forestry Manager, determine appropriate logging system to
economically harvest timber on selected units. Said method shall take into account water
quality as well as other environmental concerns. Harvest type (even-age, uneven-age,
and/or combination) shall be determined by the Forestry Manager. Residual spacing,
leave tree, and harvest tree selection to be prescribed by the Forestry Manager in
consultation with the Consultant.
4. Field location and marking of harvest unit boundaries and road betterment or construction
centerlines as directed by the Forestry Manager prior to submission ofFP As.
5. Coordinate and supervise subcontractors in road construction and betterment, harvesting,
and hauling operations on specified road segments and harvest units, per above items and
in conformance with current or revised forest practice regulations. Operations are to be
conducted so as to achieve the following general conditions upon completion:
. Comply with all FP A and other regulatory requirements
. Achieve spacing requirements and leave tree selection as directed by the
Forestry Manager
. Avoid damage to water bodies and soils; minimize damage to all leave trees
. Harvest areas requiring reforestation shall be left in a condition conducive to
reforestation
. Slash shall either be machine piled and fire breaks constructed and/or evenly
scattered throughout the harvest unit, as directed by the Forestry
Manager
. Required access roads shall be constructed to the standard prescribed by forest
practice rules and approved by the Forestry Manager
. Roads, yarding corridors and skid trails shall be left in a condition to prevent
erosion as prescribed by the Forestry Manager
6. Provide log accountability records and timber payment disbursements including periodic
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EXHmIT A
Scope of Services for Timber Harvest Management and Marketing Services
(continued)
and final accounting statements (more fully specified in Schedule B).
7. In addition, if requested by the Forestry Manager, Consultant shall provide a summary of
previous years harvest in a format acceptable to complete annual Harvest Report required by
the Dept. of Natural Resources. Summary, if required shall be available on, or about
February 1 st of the proceeding year following harvest.
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EXHIBIT B
Fee Schedule for Timber Harvest Management and Marketing Services
Timber Harvesting and Marketing:
1. Consultant shall receive ten percent (10%) of the delivered log price for timber harvested
as part of this Agreement. No compensation will be paid to consultant for pulp sort prices
under $26.00/ton delivered price. It is understood that the Consultant shall obtain the
highest practical log prices from the best possible domestic log markets (all City timber is
export restricted under WAC 240-15; all pertinent State and Federal regulations apply).
2. The following shall be allowable deductions from log proceeds:
. Consultant fee
. Authorized logging and haul costs
. Authorized road building and betterment expenses
. Authorized reforestation expenses
. Forest Excise taxes
3. Consultant shall provide the City with periodic summaries in a format approved by the
Forestry Manager, showing market, species, grade, volume delivered, price/unit, total
mill payments, disbursements to City, consultant, subcontractors, as well as other
expenses described above or required by the Forestry Manager
Out of Scope Services:
Any out-of-scope services approved by the Forestry Manager shall be paid for on a time and
materials basis according to the following schedule:
Miscellaneous Forestry Services $55. DO/hour
Mileage $0.40/mile
Consultant shall submit a statement describing the services rendered with a breakdown for hours
and rate as authorized under this Agreement. The City, upon receipt of the completed statement,
shall promptly process claim for payment.
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