HomeMy WebLinkAbout5980 PROFESSIONAL SERVICES AGREEMENT
Forest health and risk assessment of the City of Bremerton Watershed.
The City of Bremerton ("City") and the University of Washington on behalf of its School
of Environmental and Forest Sciences ("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, dated April 30, 2019, attached hereto as Exhibit A, which is incorporated by
reference herein. The Scope of Work may be modified only pursuant to Section VII.H 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.
II. Term: The City and the Consultant agree that work will begin on the tasks described in
Exhibit A immediately upon execution of this Agreement. The parties agree that the work
described in Exhibit A is to be completed as provided for in the work schedule attached hereto as
Exhibit B;provided however,that additional 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 Consultant in an amount not to exceed $9,230.00. Consultant's charges and bills
shall conform to the fee schedule attached hereto as Exhibit C and incorporated herein by this
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 scoped 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 C.
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
C.
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.
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IV. Relationship of Parties: Consultant 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. 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:
A. 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 of this Agreement except for that portion of the injuries and damages caused by the
City's sole negligence,unless Consultant is conducting work pursuant to Subsection B below.
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.
B. Architects, Engineers and Any Other Professional Listed In and Performing
Services Defined in RCW 4.24.115. Should a court of competent jurisdiction determine that
Consultant's services provided pursuant to 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 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.
The provisions of this section shall survive the expiration or termination of this Agreement.
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VI. Insurance: The Consultant as an agency of the State of Washington and in accordance
with Washington law, maintains a self-insurance program pursuant to RCW §§28B.20.250,
28B.20.253, and 28B.20.255. Upon Sponsor's request, Consultant will provide Sponsor proof of
insurance or loss coverage.
VII. 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 Consultant. 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.
Consultant hereby grants to City a fully-paid,non-exclusive,royalty-free,license for City's
internal use only, without right to sublicense or redistribute either commercially or non-
commercially, to: (i) the written reports delivered to City as described in Exhibit A of this
Agreement; and(ii)the data produced by Consultant researchers during the course of performing
the Project to the extent such data is reasonably and legally available,providing that City requests
such data within thirty (30) days of receiving the final report. City understands and agrees that
excepting only the foregoing license, Consultant retains ownership of such reports and data.
All data, documents and files created by Consultant under this Agreement may be stored
at Consultant's office in Seattle, 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.
C. Use of Photographs and Images. Consultant shall not use or distribute photographs
or images depicting City officials, personnel, property, or equipment whether prepared by
Consultant or provided by City without prior written consent of the City. The City will not
unreasonably withhold its consent.
D. 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.
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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.
E. Place of Work: The Consultant shall perform the work authorized under this
Agreement at its offices in Seattle, 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.
F. 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.
G. Severability: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
H. Modification: This Agreement may only be modified by written instrument signed
by both Parties.
I. 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: CONSULTANT:
Attn: Tom Knuckey Attn: Carol Rhodes
City of Bremerton University of Washington
345 6t" Street, Suite 100 Box 359472
Bremerton, WA 98337-1891 Seattle, WA 98195-9472
J. 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 right i ht or power.
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K. Non-Waiver of Breach: The failure of the Cityto insist upon strict performance of
anyof the covenants and agreements contained herein, or to exercise anyoption herein conferred
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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.
L. Compliance with Laws: Consultant shall comply with all applicable Federal, State,
and local laws in performing its obligations under this Agreement.
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M. 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.
N. 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.
O. Assignment: Any assignment of this agreement by the Contractor without the
written consent of the City shall be void.
VIII. 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, disability, or
sexual orientation 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
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.
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 in
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accordance with Article VII.B above. Any such use not related to the project which Consultant
was contracted to perform shall be without liability or legal exposure to the Consultant.
X. Suspension & Debarment. For contracts involving Federal funding, Consultant hereby
certifies, by signing this agreement, that neither it nor its principals are presently debarred,
suspended,proposed for debarment,declared ineligible,or voluntarily excluded from participation
in this transaction by any Federal department or agency. Consultant shall provide immediate
written notice to the City if at any time it learns that it is or has become ineligible for certification.
Should Consultant enter into a covered transaction with another firm,Consultant agrees by signing
this agreement that it will verify that the firm with whom it intends to do business is not debarred,
suspended, ineligible, excluded or disqualified.
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IN WITNESS WHEREOF,the parties below have executed this
Agreement.
CITY: CONSULTANT:
CITY OF BREMERTON UNIVERSITY OF WASHINGTON
Daniell.Lienard
'MQ/� Grant&Contract Administrator
• / By: Acting for Carol Rhodes
Prin i ame T o i_s w _ Print Name: Carol Rhodes Office of Sponsored Programs
Its: Z...I e Its: Director, Office of Sponsored Programs
Date: '6/7 /19" Date: 5/06/2019
APPROVED AS TO FORM: ATTEST:
By:0 1111
Roger A. Lubovic , Br= erton City Attorney Angela Woo.11City Clerk
R:\LegalTegal\Forms\FORMS ON COB WEB\Professional Services Agreement Rev.07 2018.docx
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EXHIBIT A
Scope of Work for Forest Health Assessment and Forest Management Practices
Recommendations
The objective of this agreement is to provide the City of Bremerton ("City")with
recommendations for forest management practices to maximize drinking water quality in
Bremerton's Union River Watershed. The City is concerned with ensuring resilience of the
watershed under possible climate and ecological changes. The City seeks to reduce and prevent
forest pest invasion and forest fire susceptibility. The City seeks forest management
observations and recommendations for the Union River Watershed to provide the most optimal
drinking water quality possible for the present and the future.
Background
The City of Bremerton owns approximately 3,000 acres surrounding the headwaters of the Union
River Reservoir. The reservoir forms behind Casad Dam(built in 1957), has a capacity of 4,000
acre-feet, and provides 60%of Bremerton's drinking water supply. This source provides
exceptional water quality and quantity and is one of the few approved unfiltered surface water
supplies in the United States. The protected forested watershed essentially acts as filtration for
the water supply. To remain unfiltered, Bremerton must consistently comply with strict federal
and state requirements for watershed control, source water quality, operation, and disinfection.
In 1938, a large fire destroyed over half the trees in the watershed resulting today in a moderately
monoculture stand of 80-year-old trees, predominantly Douglas fir(Pseudotsuga menziesii),with
some western hemlock(Tsuga heterophylla) in the upper elevations,and some red alder(Alnus
rubra) in the lower and wetter elevations.
Protection of drinking water resources has been the paramount forest management priority in the
Union River Watershed. Forest Land Management Plans and inventories were prepared in 1986,
1996, and 2006. Harvest is limited within the hydrologic boundary of the Union River water
supply compared to other City utility lands. Over the past 25 years there has been removal of
trees with Laminated Root Rot and wind-blown trees, and some even-age harvesting on the
edges of the watershed. A separate Watershed Management Plan identifies required protection
activities in compliance with the Safe Drinking Water Act Surface Water Treatment Rule.
Objectives
The objective of this project is to provide the City with forest stand information and landscape-
scale management guidance to maximize water protection in the Union River Watershed. The
primary forest health concerns will be addressed in forest delineation via a written report and
digital maps of forest health attributes. Forest health issues to be addressed include forest
pathogens(primarily Coniferiporia sulphurascens, or laminated root rot fungi)and susceptibility
to climate change, especially fire risk.
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University of Washington(UW) Master of Forest Resources student Luke Semler will work with
City staff to delineate potential threats to the water supply and offer recommendations for
alternative management strategies. Management alternatives and forest health inventory
information from previous reports will serve as a starting point to identify forest health issues
and forest management constraints within the watershed. Forest stewardship planning and
recommendations will be targeted for Bremerton Public Works &Utilities managers and staff.
Methods
Forest Pathogens
Forest pathogens will be identified and mapped using standardized methods, including
determination of mortality.
Y
SuscePtibilit to Climate Change
Forest stand density calculations will be performed to help determine watershed forest
vulnerability to severe, prolonged drought, and fuels will be measured as an indication of
potential for catastrophic fire. Fuel load calculations will assist in determining the threat wildfire
may pose to the watershed and will be performed. Some consideration will be given to potential
fuel breaks which may provide an opportunity to fight fire before it reaches the watershed.
Deliverables
1. Preliminary written report for City review and final written report delineating listed risks and
assessment of hazards to the watershed with potential forest management options.
2. Maps providing visual information to include:
a. Pathogen infection areas;
b. High fire risk areas; and
c. Potential treatment areas and treatment options.
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EXHIBIT B
Work Schedule
The followings tasks will be accomplished by the following dates:
1) Initial project area visit and meeting will occur by May 8, 2019
2) The City will provide GIS data files by May 8, 2019
3) Survey work will be completed by May 24, 2019
4) The preliminary report will be submitted to the City for review by May 31, 2019
5) The final report and maps will be submitted to the City by June 24, 2019
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EXHIBIT C
Fee Schedule/Budget Justification
The proposed watershed assessment and report will serve as a core activity of Luke Semler's
("Luke")Master of Forest Resources final project. As such part of the time working on the
project will be covered by Luke's coursework requirements. We have budgeted for Luke to
spend 86 hours in the field and working with Bremerton staff in correspondence and working
with GIS data layers. This work is budgeted to include ten days of field sampling.
Luke Semler's is to be hired and paid as an hourly graduate student. The UW hourly rate is
$34.31/hour; we account for a 0.33 FTE commitment over a one and one-half month period.
Student's require UW benefits at a rate of 20.9%; a total of$3,629.00.
Gregory Ettl will serve as the Principal Investigator on the project with oversight of Luke's work
and analyses. Professor Ettl will provide feedback on the project, guidance on sampling, and
analyses, and produce the final report for the City of Bremerton. A partial buyout of his UW
salary will be paid for one month and a benefit rate of 26.1%; a total of$747.00.
Ten days of field work are planned over three trips. Each trip will involve renting a University
of Washington car, 50.4 miles of travel, a round trip ferry ride, and food and lodging per diem.
1. The Ucar fee is $32.00/day and $0.38/mile: $375.00.
2. The ferry trips are to be at a veteran rate of$19.80/trip for$59.00.
3. Meal Per Diem has two rates: the first and last day of travel are charged at$42.25; the
full days at$55.00/day; for the ten days we will need $468.00.
4. Lodging Per Diem for seven nights at a rate of$94.00/day is $658.00.
The University of Washington charges on-campus indirect costs at 55.5%of Modified Total
Direct Costs(MTDC). MTDC excludes the equipment, graduate student operating fees, and
subawards in excess of$25,000 in this budget. The US Department of Health and Human
Services, serving as the University's cognizant federal agency, approved these rates on July 21,
2017; a total of$3,294.00.
Total budget required is $9,230.00.
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