HomeMy WebLinkAbout1 - Original Submission_ 2022 Reforestation Services AgreementPage 1 of 15
Bremerton/[Contractor] 2022 Reforestation Rev. 06/2020
REFORESTATION SERVICES AGREEMENT 2022 Reforestation
The City of Bremerton (“City”) and D&D Forestry, LLC (“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 January 28, 2022, 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, 2022; 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 $320.00 per thousand acceptably-planted seedlings. The estimated
total number of seedlings to plant is 20,651; estimated contract value is $7,000.00 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.
DocuSign Envelope ID: 5835CFBC-94C9-438E-BAAC-A3B79BB67BB8
Page 2 of 15
Bremerton/[Contractor] 2022 Reforestation Rev. 06/2020
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.
DocuSign Envelope ID: 5835CFBC-94C9-438E-BAAC-A3B79BB67BB8
Page 3 of 15
Bremerton/[Contractor] 2022 Reforestation Rev. 06/2020
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 shall 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 the
endorsement naming the City as 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. 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 and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any
operations, liabilities and obligations to which coverage applies. 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 required herein, and failure to do so shall be construed
to be a breach of this Agreement.
DocuSign Envelope ID: 5835CFBC-94C9-438E-BAAC-A3B79BB67BB8
Page 4 of 15
Bremerton/[Contractor] 2022 Reforestation Rev. 06/2020
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: Danielle Garcia Public Works and Utilities D&D Forestry, LLC 100 Oyster Bay Ave N P.O. Box 677
Bremerton, WA 98312 Centralia, WA 98531
DocuSign Envelope ID: 5835CFBC-94C9-438E-BAAC-A3B79BB67BB8
Page 5 of 15
Bremerton/[Contractor] 2022 Reforestation Rev. 06/2020
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
DocuSign Envelope ID: 5835CFBC-94C9-438E-BAAC-A3B79BB67BB8
Page 6 of 15
Bremerton/[Contractor] 2022 Reforestation Rev. 06/2020
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 D&D FORESTRY, LLC
By: By: Print Name: Thomas Knuckey Print Name: Danielle Garcia
Its: Public Works & Utilities Director Its: Owner
Date: Date: APPROVED AS TO FORM: ATTEST:
By: By: Kylie Finnell, Bremerton City Attorney Angela Hoover, City Clerk
R:\Legal\Legal\Forms\FORMS ON COBWEB\Professional Services Agreement Rev. 06 2020.docx
DocuSign Envelope ID: 5835CFBC-94C9-438E-BAAC-A3B79BB67BB8
2/21/20222/22/2022
Page 7 of 15
Bremerton/[Contractor] 2022 Reforestation Rev. 06/2020
EXHIBIT A SCOPE OF WORK
2022 REFORESTATION SERVICES CONTRACT SCOPE OF WORK: January 28, 2022 CONTRACT PERIOD: January 2022 - March 2022
NOTE: Seedlings to be supplied by the City of Bremerton Contractor shall acceptably plant approximately 16,131 Douglas Fir seedlings (Plug+1), and 2,100 Western Red Cedar seedlings (Plug+1) on approximately 49.7 acres; interplant on approximately 17.2 acres and an additional approximate 1,820 Lodgepole pine seedlings
(Plug+0), and 600 Ponderosa pine seedlings (Plug+0) on approximately eight (8) acres of
Bremerton Water Utility forestland (see Vicinity Map and Planting Unit Description Maps below). The combined total of seedlings to be planted is approximately 20,651. 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.
DocuSign Envelope ID: 5835CFBC-94C9-438E-BAAC-A3B79BB67BB8
Page 8 of 15
Bremerton/[Contractor] 2022 Reforestation Rev. 06/2020
DocuSign Envelope ID: 5835CFBC-94C9-438E-BAAC-A3B79BB67BB8
Page 9 of 15
Bremerton/[Contractor] 2022 Reforestation Rev. 06/2020
DocuSign Envelope ID: 5835CFBC-94C9-438E-BAAC-A3B79BB67BB8
Page 10 of 15
Bremerton/[Contractor] 2022 Reforestation Rev. 06/2020
DocuSign Envelope ID: 5835CFBC-94C9-438E-BAAC-A3B79BB67BB8
Page 11 of 15
Bremerton/[Contractor] 2022 Reforestation Rev. 06/2020
DocuSign Envelope ID: 5835CFBC-94C9-438E-BAAC-A3B79BB67BB8
Page 12 of 15
Bremerton/[Contractor] 2022 Reforestation Rev. 06/2020
DocuSign Envelope ID: 5835CFBC-94C9-438E-BAAC-A3B79BB67BB8
Page 13 of 15
Bremerton/[Contractor] 2022 Reforestation Rev. 06/2020
DocuSign Envelope ID: 5835CFBC-94C9-438E-BAAC-A3B79BB67BB8
Page 14 of 15
Bremerton/[Contractor] 2022 Reforestation Rev. 06/2020
DocuSign Envelope ID: 5835CFBC-94C9-438E-BAAC-A3B79BB67BB8
Page 15 of 15
Bremerton/[Contractor] 2022 Reforestation Rev. 06/2020
EXHIBIT B FEE/RATE SCHEDULE
2022 REFORESTATION CONTRACT CONTRACT PERIOD: JANUARY 2022 – MARCH 2022 PAYMENT SHALL BE BASED ON THE FOLLOWING:
NOTE: Seedlings to be supplied by the City of Bremerton 1. The quoted rate per thousand planted seedlings which is $320.00 per thousand. An estimated 16,131 Douglas Fir seedlings (Plug+1), 2,100 Western Red Cedar seedlings (Plug+1), 1,820 Lodgepole pine seedlings (Plug+0), and 600 Ponderosa pine (Plug+0)
are to be planted on approximately 74.9 acres of Bremerton Water Utility forest land.
Total trees planted shall be based on actual tree count for acceptably-planted seedlings on the aggregate of units as described in Exhibit A. 2. For similar additional work that the City may request and upon mutual agreement of the
parties, an hourly rate of $40.00 per hour per worker is established.
DocuSign Envelope ID: 5835CFBC-94C9-438E-BAAC-A3B79BB67BB8