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Ash Creek Forest Management ~ CP12003 Contract # CP12003 CITY OF TIGARD, OREGON AGREEMENT FOR SERVICES RELATED TO BRUSH CLEARING — FANNO CREEK TRAIL MAIN TO GRANT THIS AGREEMENT made and entered into this 15 day of September 2011 by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called "City ", and Ash Creek Forest Management, LLC, hereinafter called "Contractor ", collectively known as the "Parties." RECITALS WHEREAS, Contractor has submitted a bid or proposal to City to provide specific services; and WHEREAS, Contractor is in the business of providing specific services and is aware of the purposes for which City requires the services; and WHEREAS, City and Contractor wish to enter into a contract under which City shall purchase the services described in Contractor's bid or proposal; THEREFORE, The Parties agree as follows: 1. SERVICES TO BE PROVIDED Contractor agrees to provide services related to brush clearing along Fanno Creek Trail from Main Street to Grant Avenue as detailed in Exhibit A — Scope of Services and by this reference made a part hereof. 2. EFFECTIVE DATE AND DURATION Contractor shall initiate services upon receipt of City's notice to proceed, together with an executed copy of this Agreement. This Agreement shall become effective upon the date of execution and shall expire, unless otherwise terminated or extended, on April 30, 2012. All services shall be completed prior to the expiration of this Agreement. 3. COMPENSATION City agrees to pay Contractor an amount not exceeding Two Thousand Seven Hundred Thirty and No /100 Dollars ($2,730.00) for performance of those services described herein, which payment shall be based upon the following applicable terms: A. Payment will be made in installments based on Contractor's invoice, subject to the approval by the City, and not more frequently than monthly. Payment shall be made only for work actually completed as of the date of invoice. B. Payment by City shall release City from any further obligation for payment to Contractor, for services performed or expenses incurred as of the date of the invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. C. Contractor shall make payments promptly, as due, to all persons supplying labor or materials for the prosecution of this work. D. Contractor shall not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. GSA — Brush Clearing Fanno Ck. Trail Main to Grant Page Contract # CP12003 E. Contractor shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. F. If Contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a subcontractor by any person as such claim becomes due, City may pay such claim and charge the amount of the payment against funds due or to become due the Contractor. The payment of the claim in this manner shall not relieve Contractor or their surety from obligation with respect to any unpaid claims. G. Contractor shall pay employees at least time and a half pay for all overtime worked in excess of 40 hours in any one work week except for individuals under the contract who are excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving overtime. H. Contractor shall promptly, as due, make payment to any person, co- partnership, association or corporation, furnishing medical, surgical, hospital care or other needed care and attention incident to sickness or injury to the employees of Contractor or all sums which Contractor agrees to pay for such services and all moneys and sums which Contractor collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service. I. The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract during the current fiscal year. Appropriations for future fiscal years shall be subject to budget approval by the City Council. 4. ASSIGNMENT /DELEGATION Neither party shall assign or transfer any interest in or duty under this Agreement without the written consent of the other and any attempted assignment or transfer without the written consent of the other party shall be invalid. 5. SUBMITTING BILLS AND MAKING PAYMENTS All notices and bills shall be made in writing and may be given by personal delivery, mail or fax. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall be used to transmit notices, bills, payments, and other information: Attn: Jeff Peck, Sr. Engineering Tech Attn: John Goetz III Address: 13125 SW Hall Blvd. Address: PO Box 231208 Tigard, Oregon 97223 Tigard, Oregon 97281 -1208 Phone: 503 - 718 -2466 Phone: 503 - 267 -6968 Fax: 503- 624 -0752 Fax: 503 - Email Address: jeffp @tigard- or.gov Email Address: jgoetziii @ashcreekforestry.com and when so addressed, shall be deemed given upon deposit in the United States mail, postage prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances, notices, bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to who notices, bills and payments are to be given by giving written notice pursuant to this paragraph. GSA — Brush Clearing Fanno Ck. Trail Main to Grant Page 2 Contract # CP12003 6. TERMINATION The parties agree that any decision by either party to terminate this Agreement before the 31St of December 2011 or full completion of the work shall be accompanied by thirty (30) days written notice to the other party prior to the date termination would take effect. There shall be no penalty for early termination. If City terminates the contract pursuant to this paragraph, it shall pay Contractor for services rendered prorated to the date of termination. 7. ACCESS TO RECORDS City shall have access to such books, documents, papers and records of Contractor as are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts and transcripts. 8. FORCE MAJEURE Neither City nor Contractor shall be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, natural disaster, war, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area -wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause; provided that the parties so disenabled shall within ten (10) days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification shall not be the basis for a claim for additional compensation. Each party shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 9. NON - DISCRIMINATION Contractor agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Contractor also shall comply with the Americans with Disabilities Act of 1990, ORS 659.425, and all regulations and administrative rules established pursuant to those laws. 10. INDEMNITY /HOLD HARMLESS Contractor shall defend, indemnify and hold harmless City, City's officers, employees, agents and representatives from and against all liability, claims, demands, judgments, penalties, and causes of action of any kind or character, or other costs or expenses incidental to the investigation and defense thereof, of whatever nature, resulting from or arising out of the activities of the Contractor or its subcontractors, agents, or employees under this contract, except, however, that the foregoing shall not apply to liability that arises out of City's sole negligence. 11. INSURANCE Contractor shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover all risks arising directly or indirectly out of Contractor's activities or work hereunder. The policy or policies of insurance maintained by the Contractor shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Contractor shall obtain, at contractor's expense, and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an "occurrence" form (1996 ISO or equivalent). This coverage shall include GSA — Brush Clearing Fanno Ck. Trail Main to Grant Page 3 Contract #_ c ?12 03 13. COMPLIANCE WITH STATE AND FEDERAL LAWS /RULES Contractor shall comply with all applicable federal, state and local laws, rules and regulations, including, but not limited to, the requirements concerning working hours, overtime, medical care, workers compensation insurance, health care payments, payments to employees and subcontractors and income tax withholding contained in ORS Chapter 279B, the provisions of which are hereby . made a part of this agreement. • 14. CONFLICT BETWEEN TERMS It is further expressly agreed by and between the parties hereto that should there he any conflict between the terms of this instrument in the proposal of the contract, this instrument shall control and nothing herein shall be considered as an acceptance of the terms of proposal conflicting herewith. 15. SEVERABILITY In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity of the remaining terms and provisions shall not be affected to the extent that it did not materially affect the intent of the parties when they entered into the agreement. 16. INDUSTRIAL ACCIDENT FUND PAYMENT Contractor shall pay all contributions or amount due the Industrial Accident Fund form that Contractor or subcontractors incur during the performance of this Agreement. 17. COMPLETE AGREEMENT This Agreement, including the exhibits, is intended both as a final expression of the Agreement between the parties and as a complete and exclusive statement of the terms. In the event of an inconsistency between a provision in the main body of the Agreement and a provision in the Exhibit, the provision in the main body of the Agreement shall control. In the event of an inconsistency between Exhibit A and Exhibit B, Exhibit A shall control. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. No waiver, consent, modification, or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change if made, shall be effective only in specific instances and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Contractor, by the signature of its authorized representative, hereby acknowledges that Contractor has read this Agreement, understands it and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized undersigned officer and Contractor has executed this Agreement on the date hereinabove first written. CITY OF TIGARD ASH C K FOREST MANAGEMENT, LLC By: Authorized City Repres ati e By A thorized Contractor Representative Gi 0 t `r - (1 Date Date GSA — Brush Clearing Fanno Ck. Trail Main to Grant Page 5 Contract # CP12003 EXHIBIT A SCOPE OF SERVICES Contractor shall provide brush clearing services along two identified parcels for the City along Fanno Creek Trail from Main Street to Grant Avenue. A vicinity map of the project site is attached as Attachment 1. A preliminary layout for the trail extension project is attached as Attachment 2. Contract will provide cutting and mulching services of invasive plants and provide spot spaying on the two identified parcels totaling roughly 2.1 acres. This project is time sensitive with the clearing to begin with contract execution and the spot spraying to occur in November 2011. Access to the project site would be from Grant Avenue, which is completely over grown with black berries and all sorts of nasty grasses. To gain access to the heart of the properties, you would have to get permission from an apartment located on the gravel road just south of the project site or from the apartment complex located on Johnson Street. Pricing Description Qty Unit Date Unit $ Total Notes Site Prep 2.1 Acres 09/19/2011 $600 $1,260 Contract to hand cut all blackberries Cut and Mulch Blackberry Brush to facilitate future treatments and site access Site Prep 2.1 Acres 11/30/2011 $350 $735 Spot spray regrowth, price includes Backpack Spot or Area Spray project manager, herbicides, licensed applicators and all associated labor Site Prep 2.1 Acres 04/01/2011 $350 $735 Spot spray regrowth, price includes Backpack Spot or Area Spray project manager, herbicides, licensed applicators and all associated labor Total $2,730 GSA — Brush Clearing Fanno Ck. Trail Main to Grant ?age 6 Contract # CP12003 EXHIBIT B CONTRACTOR'S PROPOSAL GSA — Brush Clearing Fanno Ck. Trail Main to Grant Page 7 Ash Creek Forest Management, LLC PO Box 231208 Tigard, OR 97281 -1208 (503) 624 -0357 Proposal for: Mr. Jeff Peck with CO Tigard Project: Fanno Creek Trail -Grant Ave to Main Street Description Number Unit Date* Cost per Unit Total Notes Hand cut all blackberries to facilitate future treatments and site Site Prep - Cut and Mulch Blackberry Brush 2.1 Acres 9/19/2011 $ 600.00 $ 1,260.00 access Spot spray regrowth, price includes project manager, herbicides, Site Prep - Backpack Spot or Area Spray 2.1 Acres 12/1/2011 $ 350.00 $ 735.00 licensed applicators and all associated labor Spot spray regrowth, price indudes project manager, herbicides, Site Prep - Backpack Spot or Area Spray 2.1 Acres 4/1/2012 $ 350.00 _ $ 735.00 licensed applicators and all associated labor Total $ 2,730.00 *Dates are approximate and are subject to change Contract # CP12003 ATTACHMENT 1 VICINITY MAP GSA — Brush Clearing Fanno Ck. Trail Main to Grant Page 8 PIHA5 ST " TANGEIA ST < z t ' _ ,�, TANGEILA CST -- Q ¢ ti z r- Q :1 c�F2 . Z 6 0 J /y cE ,,- ?sr , • a � CO iJ� MM f . 4,_ .C) g �c' ° si vnna CrF ��� J � O ��i Gravel road access e ^ v s . to separate PROJECT SITE ::::: i . apartment complex r ,, � l s St. s,, • ' �� Anthony's ES f. r'y F eet C E CC Contract # CP12003 ATTACHMENT 2 TRAIL EXTENSION PROJECT LAYOUT GSA — Brush Clearing Fanno Ck. Trail Main to Grant Page 9