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COOPERATIVE AGREEMENT WITH THE CITY OF PORT TOWNSEND
Agreement No. CA 93-094459
This Agreement is between the City of Port Townsend referred to as the City, and the
Washington State Department of Natural Resources Urban and Community Forestry Program,
referred to as DNR.
DNR is under authority of RC W Chapter 43.30 of Washington State, Department of Natural
Resources. DNR and the City enter into this agreement under Chapter 39.34, Interlocal
Cooperation Act.
The purpose of this Agreement is to provide a Puget SoundCorps (SoundCorps)crew for urban
forestry maintenance and restoration tasks in the City. SoundCorps is part of the broader
Washington Conservation Corps/AmeriCorps program administered by Washington State Dept. of
Ecology. SoundCorps crews work on projects that help restore and protect water quality in Puget
Sound.
IT IS MUTUALLY AGREED THAT:
1.01 Statement of Work. DNR shall furnish SoundCorps crews and the City shall provide all
materials and services pertinent to performing work set forth in the Attachment A—Statement of
Work.
2.01 Period of Performance. The period of performance of this Agreement shall be October 1,
2016, to June 30, 2020, unless terminated sooner as provided herein. The City shall receive one
calendar month, approximately four weeks, of crew assistance between November 1,2016 and
June 30, 2017.
3.01 Payment. No money is being exchanged via this agreement.
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6.01 Rights to Data. Unless otherwise agreed, data originating from this Agreement shall be
`works for hire' as defined by the U.S. Copyright Act of 1976 and shall be equally owned by
DNR and the City. Data shall include, but not be limited to,reports, documents,pamphlets,
advertisements, books,magazines, surveys, studies, computer programs, films,tapes, and/or
sound reproductions. Ownership includes the right to use, copyright, patent,register and the
ability to transfer these rights.
7.01 Independent Capacity. The employees or agents of each party who are engaged in
performing this agreement shall continue to be employees or agents of that party and shall not be
considered for any purpose to be employees or agents of the other party.
8.01 Amendments. This Agreement may be amended by mutual agreement of the parties.
Amendments shall be in writing and signed by personnel authorized to bind each of the parties.
9.01 Termination for Convenience. Either party may terminate this Agreement by giving the
other party 30 days prior written notice. If this Agreement is terminated,no further crew time
shall be allocated to the City during the current project year.
10.01 Termination for Cause. If for any cause either party does not fulfill in a timely and
proper manner its obligations under this Agreement,or if either party violates any of the terms
and conditions,the aggrieved party will give the other party written notice of the failure or
violation. The aggrieved party will give the other party 5 working days to correct the violation or
failure. If the failure or violation is not corrected within 5 days, the aggrieved party may
immediately terminate this Agreement by notifying the other party in writing.
11.01 Disputes. If a dispute arises, a dispute board shall resolve the dispute like this: Each
party to this agreement shall appoint a member to the dispute board. These board members shall
jointly appoint an additional member to the dispute board. The dispute board shall evaluate the
facts, contract terms, applicable statutes and rules, then determine a resolution. The dispute
board's determination shall be final and binding on the parties.As an alternative to the dispute
board, either of the parties may request intervention by the Governor, as provided by RC W
43.17.330. In this case,the Governor's process will control the dispute resolution.
12.01 Governance. This contract is entered into the authority granted by the laws of the State of
Washington and any applicable federal laws.The provisions of this agreement shall be construed
to conform to those laws.
If there is an inconsistency in the terms of this Agreement, or between its terms and any
applicable statute or rule, the inconsistency shall be resolved by giving precedence in the
following order:
(1) Applicable State and federal statutes and rules;
(2) Attachment A—Statement of Work; and
(3) Any other provisions of the agreement, including materials incorporated by
reference.
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13.01 Assignment. The work to be provided under this Agreement and any claim arising from
this agreement can not be assigned or delegated in whole or in part by either party,without the
express prior written consent of the other party.Neither party shall unreasonably withhold
consent.
14.01 Waiver. A party that fails to exercise its rights under this agreement is not precluded
from subsequently exercising its rights. A party's rights may only be waived through a written
amendment to his agreement.
15.01 Severability. The provisions of this agreement are severable. If any provision of this
Agreement or any provision of any document incorporated by reference should be held invalid,
the other provisions of this Agreement without the invalid provision remain valid.
16.01 General Insurance. At all times during the term of this Agreement,the City shall, at its
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cost and expense, buy and maintain insurance of the types and amounts listed below. Failure to
buy and maintain the required insurance may result in the termination of the agreement at DNR's
option.
All insurance shall be issued by companies admitted to do business in the State of Washington
and have a rating of A-, Class VII or better in the most recently published edition of Best's
Reports unless otherwise approved by DNR. Any exception must be reviewed and approved by
the DNR Risk Manager or in the absence of,the DNR Contracts Specialist, before the agreement
is accepted. If an insurer is not admitted,all insurance policies and procedures for issuing the
insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC.
Before starting work, the City shall furnish DNR, with a certificate(s) of insurance, executed by a
duly authorized representative of each insurer, showing compliance with the insurance
requirements. The City shall include all subcontractors as insureds under all required insurance
policies, or shall furnish separate certificates of insurance and endorsements for each
subcontractor. Subcontractor(s)must comply fully with all insurance requirements stated herein.
Failure of subcontractor(s)to comply with insurance requirements does not limit the City's
liability or responsibility. Said certificate(s) shall contain the Agreement number CA 93-094427,
name of DNR Project Manager, a description, and include the State of Washington, DNR, its
elected and appointed officials, agents, and employees as additional insured on all general
liability, excess, umbrella and property insurance policies.
All insurance'provided in compliance with this agreement shall be primary as to any other
insurance or self-insurance programs afforded to or maintained by DNR. The City waives all
rights against DNR for recovery of damages to the extent these damages are covered by general
liability or umbrella insurance maintained pursuant to this Agreement.
DNR shall be provided written notice before cancellation or non-renewal of any insurance
referred to therein, in accord with the following specifications.
(1). Insurers subject to Chapter 48.18 RCW(Admitted and Regulated by the Insurance
Commissioner): The insurer shall give DNR 45 days advance notice of
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cancellation or non-renewal. If cancellation is due to nonpayment of premium,the
DNR shall be given 10 days advance notice of cancellation.
(2). Insurers subject to Chapter 48.15 RCW (Surplus lines): DNR shall be given 20
days advance notice of cancellation. If cancellation is due to nonpayment of
premium, DNR shall be given 10 days advance notice of cancellation.
In lieu of the coverages required under this section,DNR at its sole discretion may
"! accept evidence of self-insurance by the City, provided the latter provides the
following:
The City shall provide a statement by a CPA or actuary, satisfactory to DNR that
demonstrates the City's financial condition is satisfactory to self-insure any of the
required insurance coverages.
DNR may require the City to provide the above from time to time to ensure the
City's continuing ability to self-insure. If at any time the City does not satisfy the
self-insurance requirement, the City shall immediately purchase insurance as set
forth under this section.
By requiring insurance herein,DNR does not represent that coverage and limits will be
adequate to protect the City and such coverage and limits shall not limit the City's
liability under the indemnities and reimbursements granted to DNR in this Agreement.
The limits of insurance, which may be increased by DNR, as deemed necessary, shall not
be less than as follows:
(1) Commercial General Liability(CGL)Insurance: Agency shall maintain general
liability(CGL) insurance, and, if deemed necessary as determined by DNR,
commercial umbrella insurance with a limit of not less than $1,000,000 per each
occurrence and$2,000,000 for a general aggregate limit.The products-completed
operations aggregate limit shall be$2,000,000.
CGL insurance shall be written on ISO occurrence form CG 00 01 (or substitute
form providing equivalent coverage).All insurance shall cover liability arising out
of premises, operations, independent contractors,products-completed operations,
personal injury and advertising injury, and liability assumed under an insured
contract(including the tort liability of another assumed in a business contract),
and contain separation of insured's(cross liability) conditions.
(2) Employers Liability(Stop Gap)Insurance: If the City shall use employees to
perform this contract, the City shall buy employers liability insurance, and, if
deemed necessary as determined by DNR, commercial umbrella liability
insurance with limits not less than $1,000,000 each accident for bodily injury by
accident or$1,000,000 each employee for bodily injury by disease.
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(3) Business Auto Policy(BAP)Insurance: The City shall maintain business auto
liability and, if deemed necessary as determined by DNR, commercial umbrella
j liability insurance with a limit not less than$1,000,000 per accident. Such
insurance shall cover liability arising out of"any Auto".Business auto coverage
shall be written on ISO form CA 00 01, or substitute liability form providing
equivalent coverage. If necessary,the policy shall be endorsed to provide
contractual liability coverage and cover a"covered pollution cost or expense" as
provided in the 1990 or later editions of CA 00 01.
The City waives all rights against DNR for the recovery of damages to the extent
they are covered by business auto liability or commercial umbrella liability
insurance.
(4) Workers'Compensation Insurance: The City shall comply with all State of
Washington workers compensation statutes and regulations. Workers'
compensation coverage shall be provided for all employees of the City and
employees of any subcontractor or sub-subcontractor. Coverage shall include
bodily injury(including death)by accident or disease,which arises out of or in
connection with the performance of this agreement.Except as prohibited by law,
the City waives all rights of subrogation against DNR for recovery of damages to
the extent they are covered by workers'compensation, employer's liability,
commercial general liability or commercial umbrella liability insurance.
The City shall indemnify DNR for all claims arising out of the City's, its
subcontractor's, or sub-subcontractor's failure to comply with any State of
Washington worker's compensation laws where DNR incurs fines or is required
by law to provide benefits to or obtain coverage for such employees. Indemnity
shall include all fines,payment of benefits to the City or subcontractor employees,
or their heirs or legal representatives, and the cost of effecting coverage on behalf
of such employees. Any amount owed to DNR by the City pursuant to the
indemnity may be deducted from any payments owed by DNR to the City for
performance of this Agreement.
17.01 Indemnification. To the fullest extent permitted by law, the City shall indemnify, defend
and hold harmless DNR, its officials, agents and employees, from and against all claims arising
out of or resulting from the performance of the Agreement. "Claim" as used in this agreement
means any financial loss, claim, suit, action, damage, or expense, including but not limited to
attorneys' fees, attributable for bodily injury, sickness, disease or death, or injury to or
destruction of tangible property including loss of use resulting therefrom. The City's obligation
to indemnify, defend, and hold harmless includes any claim by the City's agents, employees,
representatives, or any subcontractor or its employees. The City expressly agrees to indemnify,
defend, and hold harmless DNR for any claim arising out of or incident to the City's or any
subcontractor's performances or failure to perform the Agreement.The City's obligation to
indemnify, defend, and hold harmless DNR shall not be eliminated or reduced by any actual or
alleged concurrent negligence of DNR or its agents, agencies, employees and officials. The City
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waives its immunity under Title 51 RCW to the extent it is required to indemnify,defend and
hold harmless DNR and its agencies,officials, agents or employees.
18.01 Complete Agreement in Writing. This Agreement contains all the terms and conditions
agreed upon by the parties.No other understanding,oral or otherwise,regarding the subject
matter of this Agreement shall be deemed to exist or to bind any of the parties.
j 19.01 Contract Management. The Project Coordinator for each of the parties shall be the
contact person for this agreement.All communications and billings will be sent to the project
coordinator.
20.01 Project Coordinators.
(1) The Project Coordinator for the City is Alex Wisniewski, Telephone Number
(360)385-5081.
(2) The Project Coordinator for DNR is Micki McNaughton,Telephone Number
(360)902-1637.
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By signature below, the Agencies certify that the individuals listed in this document, as
representatives of the Agencies,are authorized to act in their respective areas for matters related to
this instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement.
CITY OF PORT TOWNSEND STATE OF WASHINGTON
DEPARTMENT OF NATURAL RESOURCES
Signature Date Signature Date
Robert W.Johnson
Name Name
C!_ Wildfire Division Manager
Title Title
1111 Washington Street SE
MS 47037
OI m ia, Washington 98504-7037
Address Address
O X36? 902-1300
Telephone Telephone
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7 of 9 Agreement No.CA 93-094459_Port Townsend
Attachment A
STATEMENT OF WORK
DNR provides the services of the SoundCorps crew in exchange for the City's matching
commitment to the project as described herein below.
Local projects must be on public property, and work performed by the crews may not replace
workers already in place or contracted.
DNR will provide the following to the City for projects that receive one month of crew assistance
under the Urban Forest Restoration Project between November 1, 2016 and June 30,2017:
Template for media release to assist in building public awareness of crew work.
Puget SoundCorps crew time to perform urban forestry maintenance and restoration tasks as
outlined below:
o Chetzemoka Park, Jackson Street. Remove English ivy and other invasive non-
native plant species.
o Kah Tai Lagoon Nature Park,Sims Way. Remove poison hemlock, Scotch
broom, English holly and other non-native invasive plant species. Replant native
tree species.
o Sather Park, Cosgrove and Adams Streets. Remove English ivy, English holly
and other non-native invasive plant species.
o Haller Fountain/Terrace Steps, Tyler Street. Remove English ivy and other
invasive non-native plant species.
o Other sites and/or locations as agreed by the City's Project Coordinator and the
DNR Project Coordinator. Tasks and activities assigned must pertain to restoring
the ecological health and functionality of the urban forest on the site or location.
• Report from DNR to the community that includes a description of the project and the work
accomplished by the crew.
• Template for three-year maintenance and monitoring plan.
• Template for annual monitoring report.
The City commits to the following in consideration for the services of the DNR-sponsored crew:
Post media releases in advance of and/or during the crew's time with the City.
Acquire any permits necessary for project work.
Dispose of materials removed during project activities(English ivy vines, blackberry canes,
trash, etc.).
Provide any and all materials required for project completion (plants, mulch,herbicide,
staking materials,etc.).
+w Provide traffic control, including traffic control plan, barriers, cones, flagging materials,etc.
as necessary to ensure the safety of the crew and public.
The City is responsible for the maintenance and repair of any equipment provided by the
City and used by the SoundCorps crew under the direction of City staff.
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o Dept.of Ecology(SoundCorps crews) is responsible for the maintenance and repair
of any equipment provided by SoundCorps and/or Ecology.
+ Develop and implement a three-year maintenance and monitoring plan for the project site
within 60 days of receiving the DNR Report of the crew's work.
Report monitoring results to the DNR Urban and Community Forestry Program annually for
three years beginning the year after the crew's work per the approved three-year maintenance
and monitoring plan. Final Annual Monitoring Report for work performed under this
agreement will be due no later than June 30,2020.
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9 of 9 Agreement No.CA 93-094459—Port Townsend
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Insurance Authority P 0 Box; 880110
10-Jan-17 Cert#: 10637
hdow'-
Washington
Washington State Department of Natural Resources, Urban & Community Forestry
Attn: Micki McNaugthon
1111 Washington Street SE, MS 47037
Olympia, WA 98504-7037
RE: City of Port Townsend
Urban Forestry Restoration Project CA 93-094459
Evidence of Coverage
The above captioned entity is a member of the Washington Cities Insurance Authority
(WCIA), which is a self insured pool of over 160 public entities in the State of
Washington.
WCIA has at least$1 million per occurrence limit of liability coverage in its self
insured layer that may be applicable in the event an incident occurs that is deemed to be
attributed to the negligence of the member.
WCIA was created by an interlocal agreement among public entities and liability is self
funded by the membership. As there is no insurance policy involved and WCIA is not
an insurance company, your organization cannot be named as an additional insured.
Sincerely,
.
2—
Eric B. Larson
Deputy Director
cc: David Timmons
Amber Long, Alex Wisniewski
Glener