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HomeMy WebLinkAboutGreen River Forestry ServicesCITY OF AUBURN AGREEMENT FOR CONSULTING SERVICES Timber Valuation THIS AGREEMENT made and entered into on this 12 day of ~N4G ~ 200_q__, by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as "City" and Green River Forestry Services, hereinafter referred to as the "Consultant." WITNESSETH: WHEREAS, the City is interested in determining the valuation of timber located at 500 182ND AV E, Pierce County Tax Parcel Number 0520051032 and is in need of services of individuals, employees or firms for appraisal work on said project; and WHEREAS, the City desires to retain the Consultant to provide certain services in connection with the City's work on said project; and, WHEREAS, the Consultant is qualified and able to provide consulting services in connection with the City's needs far the above-described work/project, and is willing and agreeable to provide such services upon the terms and conditions herein contained. NOW, THEREFORE, the parties hereto agree as follows: 1. Scope of Services The Consultant agrees to perform in a good and professional manner the tasks described on Exhibit "A" attached hereto and incorporated herein by this reference. (The tasks described in Exhibit "A" shall be individually referred to as a"task," and collectively referred to as the "services.") The Consultant shall perform the services as an independent contractor and shall not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with the City. 2. Additional Services From time to time hereafter, the parties hereto may agree to the performance by the Consultant of subsequent task phases or additional services with respect to related work or projects. Any such agreement(s) shall be set forth in writing and shall be executed by the respective parties prior to the Consultant's performance of the services there under, except as may be provided to the contrary in Section 3 of this Agreement. Upon proper completion and execution of an addendum (agreement for additional services), such addendum shall be incorporated into this Agreement and shall have the same force and effect as if the terms of such addendum were a part of this Agreement as originally executed. The performance of services pursuant to an addendum shall be subject to the 1 terms and conditions of this Agreement except where the addendum provides to the contrary, in which case the terms and conditions of any such addendum shall control. In all other respects, any addendum shall supplement and be construed in accordance with the terms and conditions of this Agreement. 3. Performance of Additional Services Prior to Execution of an Addendum The parties hereby agree that situations may arise in which services other than those described in Exhibit "A" are desired by the City and the time period for the completion of such services makes the execution of addendum impractical prior to the commencement of the Consultant's performance of the requested services. The Consultant hereby agrees that it shall perform such services upon the written request of an authorized representative of the City pending execution of an addendum, at a rate of compensation to be agreed to in connection therewith. The invoice procedure for any such additional services shall be as described in Section 7 of this Agreement. 4. Consultant's Representations The Consultant hereby represents and warrants that he/she has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perform such services. 5. Cit. 'ponsibilities The City shall do the following in a timely manner so as not to delay the services of the Consultant: a. Designate in writing a person to act as the City's representative with respect to the services. The City's designee shall have complete authority to transmit instructions, receive information, interpret and define the City's policies and decisions with respect to the services. b. Furnish the Consultant with all information, criteria, objectives, schedules and standards for the project and the services provided for herein. c. Arrange for access to the property or facilities as required for the Consultant to perform the services provided for herein. d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other documents prepared by the Consultant and render decisions regarding such documents in a timely manner to prevent delay of the services. 6. Responsibilit,y of Consultant The Consultant shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all studies, analysis, designs, drawings, specifications, reports and other services performed by the Consultant under this Agreement. The Consultant shall, without additional compensation, correct or revise any 2 errors, omissions or other deficiencies in its plans, designs, drawings, specifications, reports and other services required. The Consultant shall perform its services to conform to generally-accepted professional forestry practices and the requirements of the City. Any approval by the City under this Agreement shall not in any way relieve the Consultant of responsibility for the technical accuracy and adequacy of its services. Except as otherwise provided herein, neither the City's review, approval or acceptance of, nor payment for, any of the services shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, to the full extent of the law. 7. Acceptable Standards The Consultant shall be responsible to provide, in connection with the services contemplated in this Agreement, work product and services of a quality and professional standard generally accepted in the industry by professionals similarly situated in the same locality. 8. Compensation The Consultant shall be paid by the City for completed work and for services rendered under this Agreement. Payment far the work provided by the Consultant shall be made as provided in Exhibit B attached hereto, provided that the total amount of payment to the Consultant shall not exceed one thousand three hundred dollars ($1,300.00) without express written modification of the Agreement signed by the City. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. Payment provided in this section shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and State for a period of three (3) years after final payments. Copies shall be made available upon request. 9. Time for Performance and Term of Aareement The Consultant shall perform the services provided for herein in accordance with the scheduling provided within the Scope of Work Exhibit "A," attached hereto and incorporated herein by this reference, unless otherwise agreed to in writing by the parties. The term of this Agreement shall commence on the date hereof, and shall terminate upon completion of the performance of the Scope of Work and the schedule provided in Exhibit "A" attached hereto or on January 16, 2009, whichever comes first, unless otherwise agreed to in writing by the parties. 3 10. Ownership and Use of Documents All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working drawings and any other materials created or otherwise prepared by the Consultant as part of his/her performance of this Agreement (the "Work Products") shall be owned by and become the property of the City, and may be used by the City for any purpose beneficial to the City. 11. Access to Records and Reports The Consultant shall maintain an acceptable cost accounting system. The Consultant agrees to provide the City, or any duly authorized representative access to any books, documents, papers, and records of the Consultant which are directly pertinent to the specific Agreement for the purpose of making audit, examination, excerpts and transcriptions. The Consultant agrees to maintain all books, records and reports required under this Agreement for a period of not less than three (3) years after final payment is made and all pending matters are closed. 12. Continuation of Performance In the event that any dispute or conflict arises between the parties while this Agreement is in effect, the Consultant agrees that, notwithstanding such dispute or conflict, the Consultant shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 13. Administration of Agreement This Agreement shall be administered by Alexander Kamola on behalf of the Consultant, and by the Mayor of the City, or designee, on behalf of the City. Any written notices required by the terms of this Agreement shall be served on or mailed to the following addresses: Peter B Lewis, Ma yor Consultant City of Auburn Green River Forestry Service, Inc. 25 West Main Street 1202 12t' Street NE Auburn, WA 98001-4998 Auburn, WA 98002-4226 (253) 931-3000 FAX (253) 931-3053 (253)833-8953 14. Notices All notices or communications permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if, delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above, or if to a person not a party to this Agreement, to the address designated by a party to this Agreement in the foregoing manner. 4 Any party may change his, her or its address by giving notice in writing, stating his, her or its new address, to any other party, all pursuant to the procedure set forth in this section of the Agreement. 15. Insurance The Consultant shall be responsible for maintaining, during the term of this Agreement and at its sole cost and expense, the types of insurance coverages and in the amounts described below. The Consultant shall furnish evidence, satisfactory to the City, of all such policies. During the term hereof, the Consultant shall take out and maintain in full force and effect the following insurance policies: a. Commercial General Liability insurance, insuring the City and the Consultant against loss or damage arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City, with minimum liability limits of $1,000,000.00 combined single limit for personal injury, death or property damage in any one occurrence. b. Such workmen's compensation and other similar insurance as may be required by law. c. If required, professional errors and omissions liability insurance with minimum liability limits of $1,000,000.00. d. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. No Limitation. Consultant's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. 16. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance: a. The Consultant's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of the Consultant's insurance and shall not contribute with it. 5 b. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 17. Indemnification The Consultant shall indemnify, defend and hold harmless the City and its officers, agents and employees, or any of them from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, including attorney fees, by any reason of or arising out of the negligent act or omission of the Consultant, its officers, agents, employees, or any of them relating to or arising out of the performance of this Agreement except for injuries and damages caused by the sole negligence of the City. If a final judgment is rendered against the City, its officers, agents, employees and/or any of them, or jointly against the City and the Consultant and their respective officers, agents and employees, or any of them, the Consultant shall satisfy the same to the extent that such judgment was due to the Consultant's negligent acts, errors or omissions. 18. Assignment Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. No assignment or transfer of any interest under this Agreement shall be deemed to release the assignor from any liability or obligation under this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or obligation. 19. Amendment, Modification or Waiver No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of the other party shall not effect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 20. Termination, Breach, and Suspension Any violation or breach of terms of this Agreement on the part of the Consultant or Consultant's sub-Consultants may result in the suspension or termination of this Agreement or such other action that may be necessary to enforce the rights of the parties of this Agreement. The duties and obligations imposed by this Agreement, and the rights and remedies available there under shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. a. The City may, upon not less than seven (7) days written notice, terminate this Agreement in whole or in part at any time, either for the City's convenience or 6 because of the Consultant's failure to fulfill the Agreement's obligations. Upon receipt of such notice, services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this Agreement, whether completed or in progress, delivered to the City. b. If the termination is for the convenience of the City, an equitable adjustment in the Agreement price shall be made, but no amount shall be allowed for anticipated profit on unperformed services. The Consultant shall be compensated for services performed prior to termination in accordance with the rate of compensation provided in Exhibit "B" hereof. c. If the termination is due to failure to fulfill the Consultant's obligations, the City may take over the work and prosecute the same to completion by contract or otherwise. In such case, the Consultant shall be liable to the City for any additional costs occasioned to the City thereby. d. If, after notice of termination for failure to fulfill Consultant's obligations under this Agreement, it is determined that the Consultant had not so failed, the termination shall be deemed to have been effected for the convenience of the City. In such event, adjustment in the Agreement price shall be made as provided in sub-section 20(b). e. The rights and remedies of the City provided in this clause are in addition to any other rights and remedies provided by law or under this Agreement. f. The Consultant may terminate this Agreement upon thirty (30) days written notice to the City if the City fails to substantially perform in accordance with the terms of this Agreement through no fault of the Consultant. 21. Parties in Interest This Agreement shall be binding upon, and the benefits and obligations provided for herein, shall inure to and bind the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties hereto and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. 22. Costs to Prevailing PgAY In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under this Agreement, the prevailing parties shall be entitled to receive its reasonable costs and attorney's fees. 23. Applicable Law This Agreement and the rights of the parties hereunder shall be governed by the interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be in the county in Washington State in which the property or project is located, and if not site specific, then in King County, Washington; provided, however, 7 that it is agreed and understood that any applicable statute of limitation shall commence no later than the substantial completion by the Consultant of the services. 24. Nondiscrimination The Consultant or sub-consultants shall not discriminate on the basis of any defined protected class as defined by either State or Federal law including race, color, national origin, gender, or sexual orientation in the performance of this contract. Failure by the Consultant to carry out this requirement is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy, as the City deems appropriate. 25. Captions, Headings and Titles All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 26. Severable Provisions Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 27. Entire Agreement This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 28. Counterparts This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CI O URN CONSULTANT Peter B. Lewis, Mayor Name: Alexander Kamola G7 7~ fE / /it✓ ~ Attest: ~ Dani le E. Daskam, City Clerk STATE OF WASHINGTON ) ) ss. COUNTY OF ) ON THIS day of , 200 , before me, personally appeared and ,to me known to be the and of the Consultant, the corporation/company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation/company, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument. GIVEN under my hand and official seal this day of 52009. NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires: Attachments: Exhibit A- Scope of Work Exhibit B- Schedule of Compensation 9 CITY OF AUBURN AGREEMENT FOR PROFESSIONAL SERVICES Timber Valuation EXHIBIT A SERVICES: The Consultant shall provide for the City the following scope of services: Cruising• Consultant shall cruise all merchantable trees within the clearing limits as defined on the "New Lakeland Fire Station 33" dated December 27, 2008 provided to the Consultant by the City on January 12, 2009. The Consultant is permitted to remove any white flagging that is currently on the trees. "Merchantability" is defined as those trees which will produce at least one salable log having a positive stumpage value. Trees will be cruised to determine the volume, sort and grade, by species, according to typical industry standards. The "Atterbury A.C.E." cruising system. Appraisal• The Consultant will calculate the estimated current stumpage value of the standing trees. "Stumpage Value" is defined as the current delivered log value (as quoted by feasible purchasers) minus the estimated costs of logging and hauling. Logging and hauling costs will be similar and typical of costs to the timber industry under comparable operating conditions. No other costs (such as permitting, administration, or clean-up) will be included in the appraisal calculation. Report: The Consultant will prepare a final report to the City. The report will include a narrative of methods used and a summary of results. The final report will include a summary of log volumes by species, sort and grade, and log appraisals based on quoted prices and estimated costs. Included in the report will be documentation of quotes for delivered log values and the final report will be submitted to the City no later than 5 PM on Friday, January 16th 2009. 10 CITY OF AUBURN AGREEMENT FOR PROFESSIONAL SERVICES Timber Valuation EXHIBIT B FEES: The City agrees to pay the Consultant one thousand three hundred dollars ($1,300.00) for the completion of this project. 11