Independent Contractor Agreement with Done Rite Tree Company, IncAGREEMENT
FOR
INDEPENDENT CONTRACTOR SERVICES
TREE PRUNING — SETTLERS PARK
AND
HAZARD TREE REMOVAL
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this
day of NditrokY 2010, and entered into by and between the City of Meridian, a
municipal corporation organized under the laws of the State of Idaho, hereinafter
referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and Done
Rite Tree Company, Inc, hereinafter referred to as "CONTRACTOR", whose business
address is P O Box 190041, Boise, ID 83719 and whose Public Works Contractor
License # is C-006436.
INTRODUCTION
WHEREAS, the City has a need for services involving Tree Pruning Service at Settlers
Park and Hazard Tree Removal at various locations; and
WHEREAS, the Contractor is specially trained, experienced and competent to perform
and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and
conditions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
1, Scope of Work:
1.1 CONTRACTOR shall perform and furnish to the City upon execution of
this Agreement and receipt of the City's written notice to proceed, all services
and work, and comply in all respects, as specified in the document titled "Scope
of Work" a copy of which is attached hereto as Attachment "A" and incorporated
herein by this reference, together with any amendments that may be agreed to in
writing by the parties as well as the Idaho Department of Lands Grant Number
10 -ARRA -AC -M, Project Code 10ARRA-21.
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1.2 All documents, drawings and written work product prepared or produced
by the Contractor under this Agreement, including without limitation electronic
data files, are the property of the Contractor; provided, however, the City shall
have the right to reproduce, publish and use all such work, or any part thereof, in
any manner and for any purposes whatsoever and to authorize others to do so.
If any such work is copyrightable, the Contractor may copyright the same, except
that, as to any work which is copyrighted by the Contractor, the City reserves a
royalty -free, non-exclusive, and irrevocable license to reproduce, publish and use
such work, or any part thereof, and to authorize others to do so.
1.3 The Contractor shall provide services and work under this Agreement
consistent with the requirements and standards established by applicable
federal, state and city laws, ordinances, regulations and resolutions. The
Contractor represents and warrants that it will perform its work in accordance
with generally accepted industry standards and practices for the profession or
professions that are used in performance of this Agreement and that are in effect
at the time of performance of this Agreement. Except for that representation and
any representations made or contained in any proposal submitted by the
Contractor and any reports or opinions prepared or issued as part of the work
performed by the Contractor under this Agreement, Contractor makes no other
warranties, either express or implied, as part of this Agreement.
1.4 Services and work provide by the contractor at the City's request under
this Agreement will be performed in a timely manner in accordance with a
Schedule of Work, which the parties hereto shall agree to. The Schedule of
Work may be revised from time to time upon mutual written consent of the
parties.
2. Consideration:
2.1 The Contractor shall be compensated on a Lump Sum basis as provided
in Attachment B "Payment Schedule" attached hereto and by reference made a
part hereof for the Not -To -Exceed amount of $22,370.00.
2.2 The Contractor shall provide the City with a monthly statement, as the
work warrants, of fees earned and costs incurred for services provided during the
billing period, which the City will pay within 30 days of receipt of a correct invoice
and approval by the City. The City will not withhold any Federal or State income
taxes or Social Security Tax from any payment made by City to Contractor under
the terms and conditions of this Agreement. Payment of all taxes and other
assessments on such sums is the sole responsibility of Contractor.
2.3 Except as expressly provided in this Agreement, Contractor shall not be
entitled to no receive from the City any additional consideration, compensation,
salary, wages, or other type of remuneration for services rendered under this
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Agreement., including , but not limited to, meals, lodging, transportation,
drawings, renderings or mockups. Specifically, Contractor shall not be entitled
by virtue of this Agreement to consideration in the form of overtime, health
insurance benefits, retirement benefits, paid holidays or other paid leaves of
absence of any type or kind whatsoever.
3. Term:
3.1 This agreement shall become effective upon execution by both parties,
and shall expire upon (a) completion of the agreed upon work, (b) November 30,
2010 or (c) unless sooner terminated as provided below or unless some other
method or time of termination is listed in Attachment A
3.2 Should Contractor default in the performance of this Agreement or
materially breach any of its provisions, City, at City's option, may terminate this
Agreement by giving written notification to Contractor.
3.3 Should City fail to pay Contractor all or any par of the compensation set
forth in Attachment B of this Agreement on the date due, Contractor, at the
Contractor's option, may terminate this Agreement if the failure is not remedied
by the City within thirty (30) days from the date payment is due.
3.4 This Agreement shall terminate automatically on the occurrence of any of
the following events:
a. Bankruptcy of insolvency of either party;
b. Sale of Contractor's business; or
C. Death of Contractor
4. Termination:
If, through any cause, CONTRACTOR, its officers, employees, or agents fails to
fulfill in a timely and proper manner its obligations under this Agreement, violates
any of the covenants, agreements, or stipulations of this Agreement, falsifies any
record or document required to be prepared under this agreement, engages in
fraud, dishonesty, or any other act of misconduct in the performance of this
contract, or if the City Council determines that termination of this Agreement is in
the best interest of CITY, the CITY shall thereupon have the right to terminate
this Agreement by giving written notice to CONTRACTOR of such termination
and specifying the effective date thereof at least fifteen (15) days before the
effective date of such termination. CONTRACTOR may terminate this
agreement at any time by giving at least sixty (60) days notice to CITY.
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In the event of any termination of this Agreement, all finished or unfinished
documents, data, and reports prepared by CONTRACTOR under this Agreement
shall, at the option of the CITY, become its property, and CONTRACTOR shall
be entitled to receive just and equitable compensation for any work satisfactorily
complete hereunder.
Notwithstanding the above, CONTRACTOR shall not be relieved of liability to the
CITY for damages sustained by the CITY by virtue of any breach of this
Agreement by CONTRACTOR, and the CITY may withhold any payments to
CONTRACTOR for the purposes of set-off until such time as the exact amount of
damages due the CITY from CONTRACTOR is determined. This provision shall
survive the termination of this agreement and shall not relieve CONTRACTOR of
its liability to the CITY for damages.
S. Independent Contractor:
5.1 In all matters pertaining to this agreement, CONTRACTOR shall be acting
as an independent contractor, and neither CONTRACTOR nor any officer,
employee or agent of CONTRACTOR will be deemed an employee of CITY.
Except as expressly provided in Attachment A, Contractor has no authority or
responsibility to exercise any rights or power vested in the City and therefore has
no authority to bind or incur any obligation on behalf of the City. The selection
and designation of the personnel of the CITY in the performance of this
agreement shall be made by the CITY.
5.2 Contractor, its agents, officers, and employees are and at all times during
the term of this Agreement shall represent and conduct themselves as
independent contractors and not as employees of the City.
5.3 Contractor shall determine the method, details and means of performing
the work and services to be provided by Contractor under this Agreement.
Contractor shall be responsible to City only for the requirements and results
specified in this Agreement and, except as expressly provided in this Agreement,
shall not be subjected to City's control with respect to the physical action or
activities of Contractor in fulfillment of this Agreement. If in the performance of
this Agreement any third persons are employed by Contractor, such persons
shall be entirely and exclusively under the direction and supervision and control
of the Contractor.
6. Indemnification and Insurance:
CONTRACTOR shall indemnify and save and hold harmless CITY from and for
any and all losses, claims, actions, judgments for damages, or injury to persons
or property and losses and expenses and other costs including litigation costs
and attorney's fees, arising out of, resulting from, or in connection with the
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performance of this Agreement by the CONTRACTOR, its servants, agents,
officers, employees, guests, and business invitees, and not caused by or arising
out of the tortuous conduct of CITY or its employees. CONTRACTOR shall
maintain, and specifically agrees that it will maintain, throughout the term of this
Agreement, liability insurance, in which the CITY shall be named an additional
insured in the minimum amounts as follow: General Liability One Million Dollars
($1,000,000) per incident or occurrence, Automobile Liability Insurance One
Million Dollars ($1,000,000) per incident or occurrence and Workers'
Compensation Insurance, in the statutory limits as required by law.. The limits of
insurance shall not be deemed a limitation of the covenants to indemnify and
save and hold harmless CITY; and if CITY becomes liable for an amount in
excess of the insurance limits, herein provided, CONTRACTOR covenants and
agrees to indemnify and save and hold harmless CITY from and for all such
losses, claims, actions, or judgments for damages or injury to persons or
property and other costs, including litigation costs and attorneys' fees, arising out
of, resulting from , or in connection with the performance of this Agreement by
the Contractor or Contractor's officers, employs, agents, representatives or
subcontractors and resulting in or attributable to personal injury, death, or
damage or destruction to tangible or intangible property, including use of.
CONTRACTOR shall provide CITY with a Certificate of Insurance, or other proof
of insurance evidencing CONTRACTOR'S compliance with the requirements of
this paragraph and file such proof of insurance with the CITY at least ten (10)
days prior to the date Contractor begins performance of it's obligations under this
Agreement. In the event the insurance minimums are changed, CONTRACTOR
shall immediately submit proof of compliance with the changed limits. Evidence
of all insurance shall be submitted to the City Purchasing Agent with a copy to
Meridian City Accounting, 33 East Broadway Avenue, Meridian, Idaho 83642.
6.2 Any deductibles, self-insured retention, or named insureds must
be declared in writing and approved by the City. At the option of the City, either:
the insurer shall reduce or eliminate such deductibles, self-insured retentions or
named insureds; or the Contractor shall provide a bond, cash or letter of credit
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
6.3 To the extent of the indemnity in this contract, Contractor's
Insurance coverage shall be primary insurance regarding the City's elected
officers, officials, employees and volunteers. Any insurance or self-insurance
maintained by the City or the City's elected officers, officials, employees and
volunteers shall be excess of the Contractor's insurance and shall not contribute
with Contractor's insurance except as to the extent of City's negligence.
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6.4 The Contractor's insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
6.5 All insurance coverages for subcontractors shall be subject to all of the
insurance and indemnity requirements stated herein.
6.6 The limits of insurance described herein shall not limit the liability of the
Contractor and Contractor's agents, representatives, employees or
subcontractors.
7. Bonds: Payment and Performance Bonds are required on all Public Works
Improvement Projects.
8. Notices: Any and all notices required to be given by either of the parties hereto,
unless otherwise stated in this agreement, shall be in writing and be deemed
communicated when mailed in the United States mail, certified, return receipt
requested, addressed as follows:
City of Meridian
Purchasing Agent
33 E. Broadway Avenue
Meridian, Idaho 83642
Done Rite Tree Company, Inc
Attn: Gary Butcher
P O Box 190041
Boise ID 83719
208-362-0246
Idaho Public Works License #: C-006436
Either party may change their address for the purpose of this paragraph by giving
written notice of such change to the other in the manner herein provided.
9. Attorney Fees: Should any litigation be commenced between the parties hereto
concerning this Agreement, the prevailing party shall be entitled, in addition to any other
relief as may be granted, to court costs and reasonable attorneys' fees as determined
by a Court of competent jurisdiction. This provision shall be deemed to be a separate
contract between the parties and shall survive any default, termination or forfeiture of
this Agreement.
10. Time is of the Essence: The parties hereto acknowledge and agree that time is
strictly of the essence with respect to each and every term, condition and provision
hereof, and that the failure to timely perform any of the obligations hereunder shall
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constitute a breach of, and a default under, this Agreement by the party so failing to
perform.
11. Assignment: It is expressly agreed and understood by the parties hereto, that
CONTRACTOR shall not have the right to assign, transfer, hypothecate or sell any of its
rights under this Agreement except upon the prior express written consent of CITY.
12. Discrimination Prohibited: In performing the Work required herein,
CONTRACTOR shall not unlawfully discriminate in violation of any federal, state or
local law, rule or regulation against any person on the basis of race, color, religion, sex,
national origin or ancestry, age or disability.
13. Reports and Information:
13.1 At such times and in such forms as the CITY may require, there shall be
furnished to the CITY such statements, records, reports, data and information as
the CITY may request pertaining to matters covered by this Agreement.
13.2 Contractor shall maintain all writings, documents and records prepared or
compiled in connection with the performance of this Agreement for a minimum of
four (4) years from the termination or completion of this or Agreement. This
includes any handwriting, typewriting, printing, photo static, photographic and
every other means of recording upon any tangible thing, any form of
communication or representation including letters, words, pictures, sounds or
symbols or any combination thereof.
14. Audits and Inspections: At any time during normal business hours and as
often as the CITY may deem necessary, there shall be made available to the CITY for
examination all of CONTRACTOR'S records with respect to all matters covered by this
Agreement. CONTRACTOR shall permit the CITY to audit, examine, and make
excerpts or transcripts from such records, and to make audits of all contracts, invoices,
materials, payrolls, records of personnel, conditions of employment and other data
relating to all matters covered by this Agreement.
1S. Publication, Reproduction and Use of Material: No material produced in
whole or in part under this Agreement shall be subject to copyright in the United States
or in any other country. The CITY shall have unrestricted authority to publish, disclose
and otherwise use, in whole or in part, any reports, data or other materials prepared
under this Agreement.
16. Compliance with Laws: In performing the scope of work required hereunder,
CONTRACTOR shall comply with all applicable laws, ordinances, and codes of
Federal, State, and local governments.
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17. Changes: The CITY may, from time to time, request changes in the Scope of
Work to be performed hereunder. Such changes, including any increase or decrease
in the amount of CONTRACTOR'S compensation, which are mutually agreed upon by
and between the CITY and CONTRACTOR, shall be incorporated in written
amendments which shall be executed with the same formalities as this Agreement.
18. Construction and Severability: If any part of this Agreement is held to be
invalid or unenforceable, such holding will not affect the validity or enforceability of any
other part of this Agreement so long as the remainder of the Agreement is reasonably
capable of completion.
19. Waiver of Default: Waiver of default by either party to this Agreement shall not
be deemed to be waiver of any subsequent default. Waiver or breach of any provision
of this Agreement shall not be deemed to be a waiver of any other or subsequent
breach, and shall not be construed to be a modification of the terms of this Agreement
unless this Agreement is modified as provided above.
20. Advice of Attorney: Each party warrants and represents that in executing this
Agreement. It has received independent legal advice from its attorney's or the
opportunity to seek such advice.
21. Entire Agreement: This Agreement contains the entire agreement of the parties
and supersedes any and all other agreements or understandings, oral of written,
whether previous to the execution hereof or contemporaneous herewith.
22. Order of Precedence: The order of precedence shall be the contract
agreement, the City of Boise RFP document (RFP 10-194), then the winning
proposer's submitted proposal document.
23. Applicable Law: This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Idaho, and the ordinances of the
City of Meridian.
24. Approval Required: This Agreement shall not become effective or binding until
approved by the City of Meridian.
CITY OF MERIDIAN
BY:
TAMM a WEERD, MAYOR
DONE RITE TREE COMPANY, INC
BY:
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Dated: tin
Attest:
pr
4/19-tGQ
P7 7
JA
Approved as to Content
BY: /K JA 1A
KEITH W S, PU CHASING MANAGER
Dated: 11-1-16
Approved as to Form
CITY ATTORNEY
Dated: ID ",)-% t
Department Approval
Dated: /&7 -,}' ` &l/o
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Attachment A
SCOPE OF WORK
Refer to City of Boise RFP 10-194, all addendums, attachments, and
exhibits included in the City of Boise RFP 10-194 are by this reference
made a part hereof.
HAZARD TREE REMOVAL SPECIFICATIONS — Proposal #2
1. Secure and pay for permit, signage and Sediment and Erosion Control plan from
ACHD.
2. Locate all utilities.
3. Remove trees
4. Remove stumps.
5. Excavate all stump materials and back fill with top soil.
6. Repair existing irrigation systems.
7. Plant and water new 2 inch caliper or larger trees as specified species.
8. Create new 4 foot tree canopy area and add medium bark chips.
9. Re -sod area around the tree and tree well, water in sod.
10. Sweep and clean the area.
Site Addresses Species Replacement
Species
436 East Broadway Ave 1 Black locust Sycamore
428 East Broadway Ave 2 Black locust Sycamore
534 East Idaho Ave 1 Silver maple Tulip Tree
336 East Pine Street 1 Silver maple Tulip Tree
114 East State 1 Silver maple Tulip Tree
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Attachment B
MILESTONE / PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed
$22,370.00.
TASK
DESCRIPTION
Quantity
Price
AMOUNT
Prune trees in Settlers Park per
A
Attached list for all trees 4 to < 6
140
$ 50.00
$ 7,000.00
inches — RFP 10-194 Pricing
Prune trees in Settlers Park per
B
Attached list for all trees 6 to < 12
56
$ 75.00
$ 4,200.00
inches — RFP 10-194 Pricing
Prune trees in Settlers Park 20 to
C
30 inches (per quote dated 10-10-
4
$ 205.00
$ 820.00
10 by Gary Butcher
Hazard Tree Removal at various
D.
locations (per quote dated 10-10-
1
$10,350.00
$10,350.00
10 by Gary Butcher
TOTAL
$22,370.00
Travel expenses will be paid at no more than the City of Meridian's Travel and
Expense Reimbursement Policy.
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PROPOSAL #4
SETTLERS PARK TREE LIST
TREE SPECIES
Diameter
Breast
Height
Quantity
Ma le
6
42
Honey Locust
6
12
Maple
12
1
Flowering Pear
12
11
Flowering Pear
6
8
Green Ash
12
41
Green Ash
6
3
-Liquid Amber
6
7
Green Spire Linden
6
31
Mountain Ash
6
7
-Sycamore
12
3
Plums
6
8
Hackber
6
5
Linden
6
8
Chestnut
6
1
White Birch
6
3
River Birch
6
4
Sycamore
6
1
ALTERNATE TREE TRIMMING PRICES
TREE SPECIES
Diameter
Breast
Height
Quantity
American Linden
26
1
English Oak
52
1
Silver Maple
21
2
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