HomeMy WebLinkAbout1 - Original Submission_ 2021 Reforestation Services Agreement FinalPage 1 of 16
Bremerton/[Contractor]
2021 Reforestation
Rev. 06/2020
REFORESTATION SERVICES AGREEMENT
2021 Reforestation
The City of Bremerton (“City”) and Mt. St. Helens Reforestation Inc. (“Contractor”),
referred to collectively as the “Parties,” enter into the following Agreement for reforestation
services:
I.Scope: The Contractor agrees to perform the services more specifically described in the
Scope of Work, dated December 29, 2020, 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 VII.F 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 furnished under this Agreement
will be performed in accordance with generally accepted practices in effect at the time such
services are performed.
II.Term: The City and the Contractor agree that work will begin on the tasks described in
Exhibit A upon execution of this Agreement based on seedling availability and a mutually
agreeable schedule. The parties agree that the work described in Exhibit A is to be completed by
March 15, 2021; provided however, that additional time shall be granted by the City for excusable
delays or extra work as provided for in Section X.A of this agreement.
III.Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Contractor $400.00 per thousand acceptably-planted seedlings. The estimated
total number of seedlings to plant is 30,360; estimated contract value is $13,000.00 exclusive of
State sales tax. Contractor’s charges and bills shall conform to the fee schedule attached hereto as
Exhibit B and incorporated herein by this reference.
The Contractor 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 scoped work and accelerate and/or delay work tasks under the time
frame set forth in Section II herein. The Contractor's labor rates and billing fees shall be as
delineated in Exhibit 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 this
Agreement. Contractor 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 Contractor of
its obligations under this Agreement.
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IV.Relationship of Parties: Contractor represents that it is skilled in the matters addressed
in the Scope of Work and is performing independent functions and responsibilities within its field
of expertise. Contractor and its personnel are independent Contractors and not employees of the
City. Contractor and its personnel have no authority to bind the City or to control the City’s
employees and other Contractors. 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-Contractors of the Contractor.
Contractor will be solely and entirely responsible for its acts and for the acts of Contractor's agents,
employees, representatives and sub-Contractors during the performance of this Agreement. The
City may, during the term of this Agreement, engage other independent Contractors to perform the
same or similar work.
As an independent Contractor, Contractor 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 Contractor or its personnel.
As an independent Contractor, Contractor 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 Contractor.
V.Indemnification: Contractor shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, injuries, damages,
losses or suits, including all legal costs and attorney fees, arising out of or in connection with the
performance of this Agreement, except for that portion of the 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 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
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.
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VI.Insurance: The Contractor 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 Contractor, its agents,
representatives, employees, sub-consultants or sub-Contractors.
Before beginning work on the project described in this Agreement, the Contractor shall
provide a Certificate of Insurance evidencing:
1.Automobile Liability insurance with limits no less than $1,000,000 combined
single limit per accident for bodily injury and property damage; and
2.Commercial General Liability 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
3.Workers Compensation insurance as statutorily required by the Industrial
Insurance Act of the State of Washington, Title 51, Revised Code of Washington
and employer's liability with limits not less than $1,000,000.
Any payment of deductible or self-insured retention shall be the sole responsibility of the
Contractor.
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 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 right to reject
any unacceptable policies and/or endorsements.
The Contractor'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 Contractor's insurance shall be primary insurance as respects the City and it shall be
an affirmative obligation upon Contractor to advise the City’s Risk Manager by fax at (360) 473-
5161, or by certified mail, return receipt requested to City of Bremerton, Attn: Risk Management,
345 6th Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension
or substantive change of any insurance policy set out herein, and failure to do so shall be construed
to be a breach of this Agreement.
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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.
VII.General Conditions:
A.Farm Labor Registration: Contractor shall have current registration with the State
of Washington for farm labor and shall supply proof of registration.
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 in Bremerton, Washington. Any 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.
D.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.
E.Severability: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
F. Modification: This Agreement may only be modified by written instrument signed
by both Parties.
G.Written Notices: All communications regarding this Agreement shall be sent to the
parties at the addresses listed below by registered or 1st 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.
Notices to be sent to: Notices to be sent to:
CITY: CONTRACTOR:
Attn: Forestry Manager Attn:
Public Works and Utilities
100 Oyster Bay Ave N
Bremerton, WA 98312
HUGO PEREGRINO
MT ST HELENS REFORESTATION, INC
PO BOX 971
CHEHALIS, WA 98532
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H.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.
I.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.
J.Compliance with Laws: Contractor shall comply with all applicable Federal, State,
and local laws in performing its obligations under this Agreement.
K.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.
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. Assignment: Any assignment of this agreement by the Contractor without the
written consent of the City shall be void.
VIII.Equal Employment Opportunity Statement: In the hiring of employees for the
performance of work under this Agreement, the Contractor, its subcontractors, or any person acting
on behalf of Contractor shall not discriminate in any employment practice on the basis of age
(40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status,
military status, or the presence of any physical, mental or sensory disability.
IX.ADA Statement: The City of Bremerton does not discriminate on the basis of disability
in programs and activities, which it operates pursuant to the requirements of the Americans with
Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment
and admission to participation in the programs, services and activities of the City of
Bremerton. Reasonable accommodation for employees or applicants for employment will be
provided.
X.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
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
Contractor 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
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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.
A.Excusable Delays: The right of Contractor to proceed shall not be terminated 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 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 Contractor, including, but not restricted to,
acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that
the Contractor 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 Contractor 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 Contractor's possession pertaining to this project which may be used by the City
without restriction. Any such use not related to the project which Contractor was contracted to
perform shall be without liability or legal exposure to the Contractor.
IN WITNESS WHEREOF, the parties below have executed this Agreement.
CITY: CONTRACTOR:
CITY OF BREMERTON
By: By:
Print Name: Thomas Knuckey Print Name:
Its:Public Works & Utilities Director Its:
Date: Date:
APPROVED AS TO FORM: ATTEST:
By: By:
Roger A. Lubovich, Bremerton City Attorney Angela Hoover, City Clerk
R:\Legal\Legal\Forms\FORMS ON COBWEB\Professional Services Agreement Rev. 06 2020.docx
MT ST HELENS REFORESTATION, INC
PO BOX 971 CHEHALIS, WA 98532
CORP-SEC
HUGO PEREGRINO
2/17/2021
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EXHIBIT A
SCOPE OF WORK
2021 REFORESTATION SERVICES CONTRACT
SCOPE OF WORK: December 29, 2020.
CONTRACT PERIOD: January 2021 - March 2021
NOTE: Seedlings to be supplied by the City of Bremerton
Contractor shall acceptably plant approximately 15,000 Douglas Fir seedlings (Plug+1), 11,160
Douglas Fir seedlings (1+1), and 2,100 Western Red Cedar seedlings (Plug+1) on
approximately 85 acres; and an additional approximate 2,100 Lodgepole Pine seedlings
(Plug+0) on approximately seven (7) acres of Bremerton Water Utility forest land (see Vicinity
Map and Planting Unit Description Maps below). The combined total of seedlings to be planted
is approximately 30,360.
1.Contractor shall, prior to commencement of planting operations, arrange to meet with
Forestry staff to discuss the scope of work and arrange for access.
2.Contractor shall, from the time of seedling delivery, exercise proper care of seedlings,
including, but not limited to, protection from drying, heating, smothering, freezing,
drowning, or mechanical injury. Seedlings shall not be transported in an enclosed vehicle
or stacked more than five bags high. Seedlings shall not be thrown.
3.Contractor shall plant by hand methods, utilizing approved planting shovels for seedlings
common to the industry.
4.Contractor shall use acceptable methods of planting based on these factors: selection of
plantable spot; proper spacing; clearing and/or scalping of planting spot (one foot
minimum diameter clear of debris); correct digging of planting hole (mineral soil,
vertical, large enough to fully accommodate roots); tree placement (center of scalped
area); and back-filling/firming of soil (seedling depth shall be at soil level midway
between the top lateral roots and the lowest needles or branches at root collar; roots shall
not be doubled up, twisted, tangled or bunched).
Contract compliance assessment to determine acceptable planting shall be performed by City
Representative using 1/50th acre circular plots. At each plot, City Representative will examine for
and record his/her findings using criteria described in #3 and #4 above and/or in the Unit
Descriptions. To be acceptable, planting quality shall be at least 92% of the total trees planted in
the unit and within 5% (+/-) of the quantity specified in the Unit Description. A minimum of two
(2) well-distributed plots per five (5) acres planted will be taken.
Seedlings shall be made available by the City at the individual planting units, or at another
mutually-agreeable area.
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