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Home My WebLink About1998-094 Contract-SmallWoodland CITY OF ASHLAND CONTRACT FOR SILVlCULTURAL ACTIVITIES ON CITY-OWNED FOREST LANDS Contract made on the date specified below in Recital A between the City and Contractor as follows: Recitals: A. The following information applies to this contract: CITY: CITY OF ASHLAND 20 E. Main St. Ashland, Oregon 97520 (541) 488-5350 FAX: (541) 488-5311 Contractor: Small Woodlands Services, Inc. Address: 1305 Butte Falls Hwy Eagle Point, OR 97524 Date of this agreement: June 23, 1998 ¶4. Beginning date: July 1, 1998 ¶6.1. Contractor's representative: ¶7. ¶9. Telephone: (541) 826-5306 FAX: ¶B. Date of RFP: May 20, 1996 Proposal date: July 1, 1996 Ending date: June 30, 1999 Mr. Marty Main Contracting officer: Keith E. Woodley Contract amount: Not to exceed $100,000. B. City issued a request for proposals (RFP), on the date specified in Recital A above, for silvicultural activities on city-owned forest lands. Contractor submitted a proposal in response to the RFP on the date specified in Recital A above. C. After reviewing Contractor's proposal and proposals submitted by other offerors, City selected Contractor to provide the services and construction covered by the RFP. City and Contractor agree as follows: 1. Contract Documents: This contract is made as a result of a Request for Proposals (RFP) issued by City on the date specified in Recital A, and shall serve as a legally binding agreement between the parties. 2. Scope of Services: 2.1. Contractor shall perform the services described in the RFP when requested to do so by City. The term "services" as used in this contract shall include all work that is performed in planning, conducting, monitoring and evaluating silvicultural projects on city owned forest lands. Examples of these activities may include silvicultural inventories and prescription, timber sale preparation and administration and/or other professional work and other non-commercial silvicultural activities as deemed necessary by City. Also included are all reports, documents and other tangible items that are produced by Contractor for City pursuant to this contract. 2.2. The Contractor shall provide monthly completion reports on work performed for the City, which shall accompany the monthly billing for services. 3. Quality of Service: 3.1. Contractor shall perform its services as an independent contractor in accordance with generally accepted standards in Contractor's profession or trade. Contractor shall be responsible for the professional quality, technical accuracy, and the coordination of all services performed by Contractor under this contract. Contractor shall, without additional compensation, correct or revise any error or deficiencies that are the result of Contractor's negligence. City's review, approval, acceptance of, or payment for, any of the services covered by this contract shall not be construed to operate as waiver of any rights under this contract or of any cause of action arising out of the performance of this contract. Contractor shall be and remain liable to City in accordance with applicable law for all damages to City caused by Contractor's negligent performance of services. 3.2. Contractor shall perform the services as expeditiously as is consistent with professional skill and care. Upon request of City, the Contractor shall submit for the City's approval, a schedule for the performance of Contractor's services. The schedule shall include allowance for periods of time required for City's review and approval of the Contractor's services. The schedule approved by City shall become a part of this contract. 4. Term: The initial term of this contract shall begin and end on the dates specified in Recital A, unless sooner terminated as provided in this agreement. 5. Contractor's Representative: 5.1 The services covered by this contract shall be rendered by, or under the supervision of the person named in Recital A, who shall act as Contractor's representative in all communications and transactions with City. 6. Authority of Contracting Officer: The Contracting Officer for this contract is named in Recital A. The Contracting Officer shall have the authority to act on behalf of City in the administration and interpretation of this contract. 7. Responsibilities of City: City will provide information, documents, materials and services that are within the possession or control of City and are required by Contractor for performance of the services. City shall cooperate fully with Contractor to achieve the objectives of this contract. 8. Payment: City shall pay Contractor for services performed by Contractor the sum stated in Recital A. Contractor shall submit monthly invoices to City for Contractor's services within ten days after the end of the month covered by the invoice. City shall pay Contractor within thirty days after receipt and approval of the invoice. 8.1 All payments during the construction phase of the project will be made at the times and in the manner provided in the contract documents. 9. Compliance with Law: The provisions of this contract shall be construed in accordance with the laws of the State of Oregon. Contractor agrees that while providing services covered by this contract, Contractor will comply with all applicable state, federal and local laws, rules, regulations and ordinances including, but not limited to, the laws and rules cited in this paragraph. Any provision of this contract in conflict with applicable laws, rules, regulations or ordinances is void. 10. Ownership of Documents: All documents prepared by Contractor pursuant to this contract shall be the property of City. 11. Default: A default shall occur under any of the following circumstances: 11.1 If the Contractor shall become insolvent or declared bankrupt, or commit any act of bankruptcy or insolvency, or allow any final judgment to stand against the Contractor unsatisfied for a period of 48 hours, or shall make an assignment for the benefit of creditors. 11.2 If either party fails to perform any act or obligation required of that party by this contract within ten days after the other party gives written notice specifying the nature of the breach with reasonable particularity. If the breach specified in the notice is of such a nature that it cannot be completely cured within the ten day period, no default shall occur if the party receiving the notice begins performance of the act or obligation within the thirty day period and thereafter proceeds with reasonable diligence and in good faith to effect the remedy as soon as practicable. 11.3 Notwithstanding subparagraphs 13.1 through 13.3, either party may declare a default by written notice to the other party, without allowing an opportunity to cure, if the other party repeatedly breaches the terms of this agreement. 12. Remedies: If a default occurs, the party injured by the default may elect to terminate this contract and pursue any equitable or legal rights and remedies available under Oregon law. All remedies shall be cumulative. 12.1 Any litigation arising out of this contract shall be conducted in Circuit Court or District Court of the State of Oregon for Jackson County. 13. Termination without Cause: 13.1 In addition to the right to terminate this contract under paragraph 15, City shall have the right to terminate giving Contractor written notice sixty days prior to the termination date. 13.2 In the event that City requests termination of services under this subparagraph, Contractor reserves the right to complete such analyses and records as may be necessary to place its files in order and, where considered necessary to protect its professional reputation, to complete a report on the work performed to date of termination. 13.3 If this contract is terminated under this subparagraph, Contractor shall be paid for all fees earned and costs incurred prior to the termination date. Contractor shall not be entitled to compensated for lost profits. 14. Notices: Any notice required to be given under this contract or any notice required to be given by law shall be in writing and may be given by personal delivery or by registered or certified mail, or by any other manner prescribed by law. Notices to City shall be addressed as indicated in Recital A and notices to Contractor shall be addressed as indicated in Recital A. 15. Assignment: City and Contractor and the respective successors, administrators, assigns and legal representatives of each are bound by this contract to the other party to this contract and to the partners, successors, administrators, assigns and legal representatives of such other party. Contractor shall not assign or subcontract Contractor's rights or obligations under this contract without prior written consent of City. Except as stated in this subparagraph, nothing in this contract shall be construed to give any rights or benefits to anyone other than City and Contractor. 16. City Benefits: This contract is not intended to entitle the principals or employees of Contractor to any benefits generally granted to City employees. Without limitation, but by way of illustration, the benefits which are not intended to be extended by this contract are vacation, holiday and sick leave, other leaves with pay, tenure, medical and dental coverage, life and disability insurance, overtime, social security, workers' compensation, unemployment compensation, or retirement benefits (except insofar as benefits are otherwise required by law if the Contractor is presently a member of the Public Employees Retirement System). 7. Severability: If any provision of this contract shall be held to be invalid or illegal, such invalidity or illegality shall not affect any other provisions of this contract, and this contract shall be construed as if such invalid or illegal provision had never been included in the contract. 18. Modification No modification of this contract shall be valid unless in writing and signed by the parties. 19. No Waiver: No term or provision of this contract shall be deemed waived and no breach excused, unless such waiver is written and signed by the party claimed to have made the waiver. Any waiver of a breach shall not constitute a waiver of any other different or subsequent breach. 20. Prior Agreements: The contract documents constitute the entire, final and complete agreement of the parties pertaining to the services, and supersede and replace all prior and existing written or oral understandings except as otherwise continued in effect by the terms of this contract. 21. Indemnification: To the extent permitted by the Oregon Constitution and the City's charter, the City shall, within the limits of the Oregon Tort Claims Act, indemnify Contractor, its officers and employees against any liability for damage to life or property arising from landslides or earth movement resulting from removal of trees on sloped areas and related to services performed by Contractor under this contract. The City shall not be required to indemnify Contractor for any such liability arising out of the wrongful acts of the Contractor or the officers or employees of Contractor. ~/r~-,t ~,:r~ Je~ nctm~n ¢.-i~¢l~Je_ n~-~t,9~,~'l'-~1'~. ~'~.~n'~:~¢- t~,~/ Contracts. ~ ,~.Z ' ~ z ~.~ CI~ REVIEWED AS TO CONTENT City Department He.a.d Date: ~~ City Leg~ Cpunsel Coding (for City use only)