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Tree Care & Landscapes Unlimited ~ A4266-4 `s' w City of Tigard Purchase Agreement TREE PRUNING/REMOVAL AND STUMP GRINDING SERVICES THIS CONTRACT made and entered into this 11th of February,2004,by and between the City of Tigard,Oregon,a municipal corporation of the State of Oregon,hereinafter called"City",and Tree Care&Landscapes Unlimited,Inc.,hereinafter called"Contractor." RECITALS WHEREAS,City has need for certain goods or services provided by Contractor, and WHEREAS.Contractor is in the business of selling certain goods or services and is aware of the purposes for which City will use the goods, THEREFORE, City and Contractor wish to enter into a contract under which City shall purchase the goods or services described in Contractor's bid in accordance with these contract documents, including the attached standard terms and conditions. TERM AND CONDITIONS Any purchase made against this Contract shall be in compliance with the terms and conditions set forth in these contract documents, including those listed in Exhibit A, Standard Terms and Conditions. GOODS OR SERVICES TO BE PROVIDED City shall purchase goods or services from Contractor in accordance with specifications attached as Exhibit B and incorporated herein by this reference. This Contract is non-exclusive, City reserves the right to procure goods or services through any other means as it deems necessary. Contractor shall be responsible for the delivery of goods or services in accordance with the Request for Quote and the terms and conditions of this Contract. EFFECTIVE DATES AND DURATION This Contract shall become effective upon March 1st, 2004 and shall expire, unless otherwise terminated or extended, on February 28th, 2005. The City shall also retain the rights to one(1)one-year extensions to the Contract. COMPENSATION City agrees to compensate Contractor for goods or services supplied, including any applicable shipping and handling charges, as described in the Seller's Proposal attached as Exhibit C. City shall not be responsible for payment of any materials,services,expense, or costs other than those, which are specifically included in Exhibit B. Payment shall be on a unit price only for those goods or services received in an acceptable condition to City. Any pricing increase must be submitted to the City 60 days prior to the effective date and must be in compliance with the Escalation Clause stated in Exhibit B. Payment will be made based on Contractor's invoice, subject to the approval of the Contract Manager or appropriate City representative, and not more frequently than monthly. Payment shall be made only for work actually completed as of date of invoice. Payment terms shall be net 30 days from date of invoice. As the agreement is with two(2)Contractors,the work assignment process is as follows: a. Work Assignment Process The City estimates to spend$10,000 per year of this Agreement. i) Work shall be assigned to the lowest responsible bidder; if unavailable, the second lowest bidder shall be contacted. CONTACT INFORMATION All notices, bills, and payments shall be made in writing and may be given by personal delivery, mail, or fax. Payments may be delivered by personal delivery, mail, or electronic transfer. The following addresses and contacts shall be used to transmit notices, bills,payments,and other information: 1 Contract Manager for City: Contract Manager for Contractor: City of Tigard Company: Tree Care&Landscapes Unlimited Inc. Attn: Matt Stine Attn: Raymond Myer 13125 SW Hall Blvd.,Tigard, Oregon 97223 Address: PO Box 1566,Lake Oswego; OR 97035 Phone: 503-639-4171 ext. 2589 Phone: 503-635-3165 Fax: 503-684-8840 Fax: 503-635-1549 Email Address: matts@ci.tigard.or.us Email Address:treecarelandscapes@earthlink.net CONTRACTOR AS INDEPENDENT CONTRACTOR Contractor acknowledges that for all purposes related to this Contract,Contractor is and shall be deemed to be an independent contractor as defined by ORS 670.700 and not an employee of City, shall not be entitled to benefits of any kind to which an employee of City is entitled and shall be solely responsible for all payments and taxes required by law. Furthermore,in the event that Contractor is found by a court of law or any administrative agency to be an employee of City for any purpose,Cityshall be entitled to offset compensation due,or to demand repayment of any amounts paid to Contractor under the terms of this Contract, to the full extent of any benefits or other remuneration Contractor receives(from City or third party)as a result of said finding and to the full extent of any payments that City is required to make (to Contractor or to a third party)as a result of said fording. Contractor acknowledges that for all purposes related to this Contract, Contractor is not an officer, employee,or agent of the City as those terms are used in ORS 30.265. INDEMNIFICATION 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 expensed incidental to the investigation and defense thereof,of whatever nature,resulting from or arising out of the activities of the Contractor or is Subcontractors, agents,or employees under this contract,except,however,that the foregoing shall not apply to liability that arises out of City's negligence. 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 and work hereunder. The policy or policies of insurance maintained by the Contractor shall provided at least the following limits and coverage's: a. Commercial General Liability Insurance If Contractor will be installing or testing the goods, or otherwise performing services on City's premises,Contractor shall provide a certificate indicating that Contractor has commercial general liability insurance covering bodily Injury and Property Damage on an "occurrence" form (1996 ISO or equivalent). This coverage shall include Contractual Liability insurance. Coverage will include $1,000,000 per occurrence and $2,000,000 general annual aggregate. Said insurance shall name City as an additional insured and shall require written notice to City thirty(30) days in advance of cancellation. If Contractor hires a carver to make delivery,Contractor shall ensure that said carrier complies with this paragraph. b. Business Automobile Liability Insurance If Contractor will be delivering the goods, Contractor shall provide City a certificate indicating that Contractor has business automobile liability coverage for all owned,hired,and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than$1,000,000. Said insurance shall name City as an additional insured and shall require written notice to City thirty(30) days in advance of cancellation. If Contractor hires a carrier to make delivery,Contractor shall ensure that said carrier complies with this paragraph. c. Workers'Compensation Insurance The contractor, its Subcontractors, if any, and all employers providing work, labor, or materials under this Contract that are subject employers under the Oregon Workers' Compensation Law shall comply with ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must provide Oregon workers'compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Contractors who perform work without the assistance or labor of any employee need not obtain workers' compensation coverage. All non-exempt employers shall provide Employer's Liability Insurance with coverage limits of not less than$500,000 each accident. 2 d. Certificates of Insurance As evidence of the insurance coverage required by the contract,the Contractor shall fiunish a Certificate of Insurance to the City. No contract shall be effected until the required certificates have been received and approved by the City. The certificate will specify and document all provisions within this Contract. e. City's insurance is excess and not contributory insurance with the insurance required by this contract. Any action or suits involving any question arising under this Contract must be brought in the appropriate court of the State of Oregon. COMPLETE AGREEMENT This Contract, including the attached terms and conditions and exhibits, constitutes the entire agreement between the parties. No waiver, consent,modification,or change of terms of this Contract 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 Contract. Contractor,by the signature of its authorized representative,hereby acknowledges that he/she has read this Contract,understands it and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, City has caused this Contract to be executed by its duly authorized undersigned officer and Contractor has executed this Contract on the date hereinabove fust written. CITY OF TIGARD CONTRACTOR By: y:Author' Contractor Representative 31 i M4 Date Date 3 Exhibit A .CITY OF TIGARD lien,claim or attachment by a creditor of Seller. Any such cancellation under this section STANDARD TERMS AND CONDITIONS shall be cancellation for cause and in the event of such cancellation,Buyer shall have the right to complete,or cause to have completed,this Order including the right to cause Seller 1. Packing&Shipment Deliveries shall be made as specified,without charge for boxing, to produce,without liability of any kind to the Buyer,proprietary items of the Seller as crating,carting or storage. Material shall be suitably packed to ensure against damage from necessary to complete the Order. The remedies and damages in this section shall be weather or transportation and to secure lowest transportation costs,and in accordance with cumulative and in addition to any other or further remedies provided at Law or in Equity, the requirements of common carriers. Buyer's Order number and symbols must be plainly including reasonable and necessary attorneys fees and other costs of litigation. marked on all invoices,packages,bills of lading and shipping orders. Packing lists shall IO.Terrnination. City has the right, in its sole discretion,to terminate this Agreement accompany each box or package shipment Buyer's count or weight shall be conclusive on without cause or for no cause at any time by giving notice to Seller..If City terminates shipment not accornpanied by packing lists. Unless otherwise specifically agreed on the the contract pursuant to this section,it shall pay Seller for goods shipped by Seller prior reverse side of this Agreement,all costs of packaging and shipment are included in the to receipt by Seller of the notice of termination. . City may deduct the amount of purchase price and all goods will be shipped,with all costs prepaid. Risk of loss to goods in damages,if any,sustained by City due to any breach of contract or warranty by Seller. shipment(including damage,destruction,theft,or loss)shall be borne by the Seller. Risk of Damages for breach of contract or warranty shall be those allowed by Oregon law, loss shall not pass to Buyer until the goods are delivered.to and checked in at the location reasonable and necessary attorney fees,witness fees(expert and non-expert),and other specified by,Buyer in this Order. costs of litigation at trial and on appeal. 2. Warranty. Unless otherwise agreed in writing,Seller wan-ants that the products ordered will I1.Assienment and Subcontracting. Seller may not assign or subcontract any of its rights or conform to the specifications herein and to any drawings, samples,or other description obligations hereunder without the prior written approval of Buyer. Any unapproved furnished or adopted by Buyer. All products are warranted to be merchantable,to be of the assignment shall be void. Seller shall be fully responsible for the acts or omissions of any highest quality design,material,and workmanship and free from defect and to be fit for subcontractors and all persons employed by them,and neither the approval by Buyer of any purpose intended. All warranties shall survive inspection or test,acceptance and payment subcontract nor anything contained herein shall be deemed to create any contractual relation Warranties shall nm to Buyer,its successors,assigns and customers. Warranty period shall between the subcontractor and the.Buyer. Buyer may assign its tights under this Order. be(1)year from date of acceptance by Buyer. 12.Work on Buyer's Premises. If Seller's performance of this Order involves operations by 3. Inspection and Acceptance. At Buyer's request,Seller shall provide a complete inspection Seller.on Buyer's premises,Seller shall(a)provide all necessary and sufficient safeguards program;satisfactory to Buyer,for Buyer's inspection of all materials,fabricating methods, and take all proper precautions against the occurrence of injury to any person or damage to equipment in process work and finished products. any property,and shall be responsible for and shall indemnify and hold harmless Buyer,its If this Order provides for inspection of the work by Buyer on site during the period of representatives,officers,employees,and agents from any and all loss,suit,action or claim, manufacture, Seller agrees to provide Buyer's inspectors with reasonable facilities and including cost and attorney's fees,by reason of injury,including death,to any person and assistance during such inspection. Inspection by Buyer shall not unduly delay the work. carry.public liability and property damage insurance with limits of liability of not less than Buyer may charge Seller any additional cost incurred by Buyer if the work is not ready in $300,000 each,unless higher limits are required by a signed purchase agreement,with accordance with the inspection schedule. Any inspection made or Waiverof-hrspection- contractual liability endorsement and such insurance of employees as may be required by Notice given by Buyer will not relieve Seller from its responsibilities for delivering products any workmen's compensation act or other law,regulation or ordinance which may apply in and work hereunder. the premises. Such public liability and property damage insurance shall also cover.the Acceptance or rejection of the products shall be made up to 10 days after deliveryy and operation of Seller's vehicles used in the performance of Seller's operations. Any policy of inspection by Buyer except as otherwise provided herein. Failure to inspect and accept or insurance written in accordance with the foregoing shall be appropriately endorsed to named reject products shall neither relieve Seller from responsibility for such products,which do Buyer,it's officials,employees and agents as additional insureds,with provisions that such not meet the requirements herein nor impose liability on Buyer therefor. insurance is primary insurance with respect to their interest,and that any other insurance 4. Delivery. If Seller fails to meet the delivery schedule provided herein,Buyer may require maintained by Buyer is excess and not contributory insurance with the insurance required Seller to deliver the products,or any portion thereof,in any manner commercially necessary. hereunder,with cross-liability or severability of interest provisions,and shall further provide to speed delivery,all at the Seller's sole expense. Unless otherwise agreed upon in writing that the coverage provided thereby shall not be modified or discontinued or terminated by Buyer and Seller,Seller shall be required to pay the normal freight weight plus any, except upon 30 days prior written notice to Buyer. Compliance shall be verified by premium rate required.Invoices covering products shipped in advance of the date specified Certificate of Insurance with appropriate endorsements sent to Buyer prior to Seller will not be paid until after the date specified for delivery and are subject to rejection,as commencing work on Buyer's prernises. Any work performed on Buyer's premises must be provided in this paragraph immediately below,if shipped too early. done pursuant to all OSHA standards,all applicable State and Federal health and safety Neither party shall be liable for delays or defaults due to strike,fire,windstorm,riot,natural laws,rules and regulations and all workers must be covered by workers'compensation disaster, war, civil unrest or other similar unforeseeable cause beyond the control and insurance furnished through and paid for by Seller. without the fault or negligence of the party incurring such delay..Seller,shall notify.Buyer in 13.Stoo Work Order..Buyer may,at anytime by written order to Seller,require Seller to stop writing of the existence of such cause within five(5)days after the commencement of the all,or any part of the work called for by this Orderr for a period of 90 days after the written delay or default giving pertinent information concerning such cause. No delivery shall be order is delivered to Seller,and for any further period to which the parties may agree and for made more than seven(7)days prior to the applicable delivery date,and Buyer shall have any other period to which the parties may have agreed or as provided in Section 4, 10, the right to return earlier deliveries at Seller's risk and expense or charge to Seller any and/or 11. Within the period of 90 days or less or within any extension of that period,Buyer additional costs sustained because of the same. shall either: (a)cancel the"Stop Work Order".and direct Seller to resume work;or(b) 5. Buyer-Fumished Materials. Seller shall assume all risk of loss of any material fumished by terminate the work covered by this Order. If Buyer orders Seller to resume work,Seller Buyer to Seller for use in performance of this Order. shall be entitled to any equitable adjustment pursuant to Section 8 provided a claim for such 6. Takes. Seller shall not invoice Buyer for any taxes nor include in Seller's price any federal an adjustment shall be submitted by Seller within 30 days after the end of the period of work excise,state,or city tax or any other tax,unless Seller has first asked Buyer for Buyer's tax stoppage. exemption number and it has been agreed upon between both parties that Buyer is not 14.Payment.Payment date and cash discount period shall be calculated from the date of exempt from the tax. Buyer's receipt of an acceptable invoice and Buyer's acceptance of the products and 7. Changes..Buyer may,by written order,make changes including changes in drawings or supporting documentation at destination. specifications. Buyer will equitably adjust any difference in cost or time for.performance 15.lnformation/Data. Unless otherwise agreed in writing any designs,drawings,specifications, resulting from such change and the Order modified in writing accordingly. ANY CLAIM or other manufacturing information furnished by Buyer to Seller shall be confidential to BY SELLER UNDER THIS CLAUSE MUST BE ASSERTED IN WRITING WITHIN Buyer and is furnished solely for the performance of this Order. All copies of such 30 DAYS FROM THE DATE OF SELLER'S RECEIPT OF THE CHANGE ORDER OR information shall be returned to Buyer upon completion of the Order. Any designs, THE CLAIM WILL NOT BE ALLOWED. drawings,specifications,or other manufacturing information delivered by Seller to Buyer In the event that Buyer proposes any.change prior to making such change by written order may be used for any purpose whatsoever. The foregoing shall apply notwithstanding the and such change will have an effect on the warranty of the products procured by this Order, presence or absence of any contrary legend or statement on any of such information.All Seller shall notify Buyer in writing of such effect within 10 days of receipt of such proposal. business and governmental information materials containing business and governmental 8. Advertising. Seller shall not,without the written consent of Buyer,in any mariner advertise information provided by Buyer to Seller shall be treated as confidential. or publish the fact that Seller has furnished or contracted to furnish to Buyer the products 16.C=Iiance with Laws and Regulations. Seller warrants that all products,goods,or work herein. delivered and performed shall comply with all applicable Federal,State or Local Laws or 9. Cancellation for Cause. Buyer may cancel all or any part of the undelivered portion,of this Regulations including without limitation The Occupational Safety and Heath Act(29 USC. Order if Seller breaches any of the terms hereof or in the event of any of the following: Chapter 15);Federal Hazardous Material Transportation Act(49 USC.Chapter 27);Equal Insolvency of Seller,a voluntary or involuntary petition in bankruptcy for,by or against Employment Opportunity; E.O. 11246 and 41 CFR Sections 60-1.4 and 60-1.7; Seller,the appointment of areceiver or trustee for Seller,or an assignment for the benefit of Employment of the Handicapped E.0-11758 and 41 CFR Section 60-741-4;Utilization of creditors by Seller or if Buyer has reasonable cause to believe Seller will become insolvent, Minority Enterprises E.O. 11625 and 41 CFR Subpart 1-1.13; Age Discrimination E.O. file for bankruptcy,go out of business or that the products being shipped may be subject to 4 Exhibit.A 11141,Employment of Veterans E.O. 1.1701 and 41 CFR Section 50.250.4 and all rales, services of an attorney,then the prevailing party shall be entitled to collect from the losing regulations and amendments issued pursuant to the foregoing. party all of its/his/her reasonable costs and attorney fees,either in arbitration(if awarded by Seller shall indemnity,Buyer, its officers, employees and agents against any damages, the arbitrator as provided above),or by a court before which any matter concerning this penalties,costs or expenses incurred in connection with any alleged violation of any,Federal, order may be heard,both at trial and on appeal: State or Local Law or regulating the manufacture or sale to the Buyer of any Item covered 24.Neutral Interpretation. This order constitutes the product of negotiations between the parties by this Order. hereto. Any enforcement hereof will be interpreted in a neutral manner and not more 17.Patents, Copyrights, Trademarks. Seller wan-ants that no products will be furnished strongly for or against any party based upon the source of draftsmanship. hereunder,which infiinge or contribute to the infringement of any.letters patent,copyright or 25.Severability. Nothing contained herein shall be construed to require the commission of any trademark. Seller agrees to immediately replace at its sole cost any products furnished act contrary.to law,and wherever there is any conflict between the provisions contained hereunder which infringe or contribute to the infringement of any letters patent,copyright or herein and any present or future statute,law,ordinance or regulation contrary to which to the trademark or to take all steps necessary.at Seller's sole expense to remove such infringement parties have no legal right to contract, the latter shall prevail. The provision of this Seller will inderrmify and hold harmless Buyer,its representatives,officers,employees and Agreement,which is affected,shall be curtailed and limited only to the extent necessary to agents from and against any and all costs,royalties,damages and/or expenses which may bring it within the requirement of the law. arise out of or result from, or be reasonably incurred in contesting any claimg that the 26. Calculation of Time. All periods of time referred to herein shall include Saturdays, methods, processes or acts by the Seller or its ernployees or the products furnished Sundays,and legal holidays in the State of Oregon,except that if the last day of any period hereunder,infringes or contributes to the infringement of any letters,patent,copyright or falls on any Saturday,Sunday orsuch holiday,then that period shall be extended to include trademark. the next day which is not a Saturday,Sunday or holiday. 18.Waiver. The failure of Buyer to enforce at any time any of the provisions of this Order or to Notice. Any notice required or permitted to be given by either party to the other shall be exercise any option herein provided, shall riot be a present or future waiver of such deemed to have been given when sent via telecopy,overnight air courier,or deposited in the provisions,nor in any,way affect the validity of this Order or any part hereof,or the right United States mail certified, return receipt requested, with first class postage prepaid, thereafter to enforce each and every such provision. The express waiver(whether.one(1)or. addressed as indicated on the front of this order,or addressed to either party at such other more times)of any provision,condition or requirement shall not constitute a waiver of any address as such party shall hereafter famish to the other party in writing. Notice shall also be future obligation to comply with such provision,condition or requirement considered effective upon delivery if personally delivered. 19.Indeoendent Contractor. Seller is an independent contractor and persons employed by 27.Conditions of Supplving a Public Agency. Where applicable,seller must make payment Seller shall be employees of Seller and not employees of Buyer. promptly as due to persons supplying Seller labor or materials for the execution of the work 20.Conmlete Agreement.The Purchase Agreement and any referenced attachments constitute provided by this order. Seller must pay all contributions or amounts due from Seller to the the complete agreement between the parties. Except as otherwise provided herein,it is industrial accident fund inured in the performance of this order..Seller shall not permit any subject to change only by an instrument signed in writing by both parties. lien or claim to be filed or prosecuted against Buyer or any subdivision of Buyer on account 21.Acceptance by Performance..If Seller fails provide to Buyer with a signed copy of this of any labor or.material to be famished. Seller further agrees to pay to the Department of order,but delivers product or performs the services specified in this agreement,then Seller Revenue all sums withheld from employees pursuant to ORS 316.167. agrees that the Seller shall be deemed to have accepted the terns and conditions of this 28.Payment of Claims by Public Officers..In the event that Seller fails,neglects or refuses to order,as provided on both the front and this reverse side of the order..Buyer must agree any make prompt payment of any claim for labor or services furnished to Seller or a changes or modifications to this order by Seller to,in writing,or they shall not be deemed subcontractor.of Seller by any person in connection with the performance of this order when accepted by Buyer and if the Seller delivers the products nonetheless,then the original terms such claim becomes due, then the proper officer or officers representing the Buyer and conditions of this order shall govern. hereunder may pay such claim to the person furnishing the labor or services and charge the 22.Mandatory Mediation and Binding Arbitration. If there is a dispute concerning any of the amount of the payment against the funds due or to become due to the Seller by reason of this terms,conditions or the perfommarice of this order,then it is hereby agreed by both Buyer. order. The payment of a claim in the manner authorized by this provision shall not relieve and Seller that the dispute shall be submitted first to non-binding mediation,to be performed the Seller or any of the Seller's surety from obligations with respect to any unpaid claims. by a'sole mediator to be agreed upon between Buyer and Seller. If a mediator cannot be 29.Health Care Benefits for Seller's Emplovees. If this order involves public service,then agreed upon,then the parties agree that any Circuit Court judge for the State of Oregon, Seller must provide health care benefits to all employees who are perfomming services County of Washington,shall be authorized to appoint a mediator for the parties. previously performed by public employees performing similar duties under this order. Should the parties fail to reach an agreement through mediation,then the parties shall submit 30.Hours of Labor. If labor is performed under this order,then no person shall be employed to binding arbitration,which shall be governed by the rules of the Arbitration Service of for more than eight(8)hours in any one day,or forty(40)hours.in any one week,except in Portland, and shall be conducted within Washington County. The arbitration shall be cases of necessity,or emergency or where the public policy absolutely requires it,and in conducted by a single arbitrator chosen by mutual agreernent of the parties..If the parties are such cases,except cases of contracts for personal services as defined in ORS 279.050,the unable to agree on an arbitrator,the parties shall ask the Presiding Judge of the Circuit Court laborr shall be paid at least time and a half for all overtime in excess of eight(8)hours a day for Washington County to select the arbitrator. If the arbitrator determines that one party is and for all work performed on Saturday and on any legal holidays as specified in ORS the prevailing party,then the losing party shall be required to pay all fees and costs of the 279.334.In cases of contracts for personal services as defined in ORS 279.050,any,labor arbitration. On the other hand, if the arbitrator determines that neither party is to be shall be paid at least time and a half for all hours worked in excess of forty(40)hours in any considered the prevailing party,then the fees and costs of the arbitration shall be divided one week,except for those individuals excluded under ORS 653.010 to 653.260 or.under 29 equally between the parties. The.parties knowingly and voluntarily waive their rights to USC SS 201-209. have their dispute tried and adjudicated by a judge or jury. In the event a party fails to 31.Medical Care and Workers.'Compensation. Seller shall promptly,as due,make payment to proceed with arbitration,unsuccessfully challenges the arbitrator's award,or fails to comply any person, co-partnership, association or corporation, furnishing medical, surgical and with the arbitrator's award, then the other parry shall be entitled to costs, including hospital care or other needed care and attention incident to sickness or injury, to the reasonable attorney fees,for having to compel arbitration or defend or enforce the award. employees of such Seller,of all sums which the Seller agrees to pay for such services and all The parties agree to defend the arbitrator and any individual engaged in the administration of moneys and sums which the Seller collected or deducted from the wages of the employees an arbitration proceeding from any subpoenas or claims from third parties arising out of this pursuant to any law,contractor agreement for the purpose of providing or paying for such order or the arbitration. service. 23.Jurisdiction and Attomey Fees. This order shall be governed and construed according to the laws of the State of Oregon. If a dispute shall arise under this order necessitating the 5 EXHIBIT B CITY OF TIGARD REQUEST FOR QUOTE FOR TREE PRUNING/REMOVAL AND STUMP GRINDING SERVICES I. INTRODUCTION The City of Tigard is requesting quotes from qualified individuals to provide tree pruning, tree removal and stump grinding services in a safe and timely manner. The areas where service is to be performed include City property and public right-a-way for the Public Works Department-Parks Division. The work involved will be on an"as needed"basis for a period of one year with possible extensions up to two years. It is the City's intent to award a primary contractor with possible 2 secondary contractors. U. SPECIAL INSTRUCTIONS 1. Execution of bid: Quotes must be typewritten or prepared in ink..Bids shall be submitted on the "Quote Form" furnished by the City. and must be signed in ink by an authorized representative of the bidder. 2. Submittal Date and Time: The closing date and time to submit quotes is January 27, 2004 (4�, 2:00 PM. Quotes may be hand delivered, mailed or faxed to Joe Barrett at City of Tigard—Court Counter, 13125 SW Hall Blvd.,Tigard, OR 97223, phone 503-639-4171 ext. 2477 and fax 503- 639-1471. 3. Information: If you have any questions regarding this Request for Quote, please contact Matt Stine at 503-639-4171 ext. 2589 or email at mstine(cc�ci.tiard.or.us. 4. Term of Contract: The term of this contract shall be for a period of one year. At the end of the one-year period, unless either party gives thirty (30) days' written notice to the other party of their intent to terminate, the City shall re-evaluate and may choose to extend the term of the contract for an additional one-year term. The total term of the contract including renewals cannot exceed two (2) years. 5. Contract Administrator: The City's Contract Administrator and City Inspector on the job shall be Matt Stine, Tigard's City Forester, phone; 503-639-4171 ext.2589, fax; 503-684-8840 or email mstineaci.tigard.or.us . 6. Contract: A copy of the standard contract form (Attachment "A"), which the City expects the successful contractor or individual to execute, is attached. Firms taking exception to any of the contract terms should indicate the same in their quote or their exceptions will be deemed waived. 7. Billing Requirements: Invoices shall be sent to City of Tigard, Attn: Accounts Payable, 13125 SW Hall Blvd., Tigard, OR 97223. Payment is normally made within 30 days following the date the invoice is received. 6 8. Contracting Pricing Adjustments: Prices shall be firm through the first year of the contract,with the following exceptions: A. City shall be given immediate benefit of any price decreases. B. Contractor shall promptly notify the City of amount and effective date of any decreases. C. Any decrease shall apply to any work requested on or after the effective date of decrease. 9. Price Increases: Pricing increases must be received at the City forty-five (45) days prior to contract extension date. Contractor shall provide documentation for price increase; failure to provide sufficient documentation shall result in rejection of increases. The City reserves the right to accept or reject any increases. 10. Business Tax and Federal ID No.: Immediately following award, if not obtained before, Contractor shall pay the City of Tigard Business tax fee, if applicable, and fill out a W9 Form provided to you by the City, providing Contractors Federal ID number. The above shall be completed before contract is signed. 11. Public Records: All quote material submitted by bidder shall become the property of the City and is public record unless otherwise specified. A quote that contains any information that is considered trade secret under ORS 192.501(2) should be segregated and clearly identified as such. This information will be kept confidential and shall not be disclosed except in accordance with the Oregon Public Records Law, ORS 192. The above restrictions may not include cost or price information, which must be open to public inspection. 12. Consortiums/Partnership/Subcontractors: The City will not consider quotes submitted by a consortium, or by multiple firms submitting as partners or joint ventures. Bidders shall not consider the use of sub-contractors for this quote proposal. Contractor must have sufficient resources to perform all services required by this contract. The City reserves the right to approve the use of sub-contractors during .the term of this contract as special circumstances dictate. 13. Non-Collusion Affidavit: Bidder certifies that this quote has been arrived at independently and has been submitted without collusion designed to limit independent bidding or competition. 14. Minor Informalities: The City reserves the right to waive any and all minor informalities. III. SCOPE OF WORK These specifications are for tree pruning, tree removal and stump grinding services on City property and public right-a-way on an"as needed"basis for a period of one year. The City Forester shall dispatch work by telephone.The Contractor shall begin each job promptly: • Tree pruning shall begin no longer than two working days after it was dispatched (unless otherwise permitted by the City Forester); 7 • Tree removal shall begin no longer than two working days after it was dispatched (unless otherwise permitted by the City Forester); • Stump grinding shall begin no longer than five working days after it has been dispatched (unless otherwise permitted by the City Forester). Once the Contractor commences work at a site, it shall be completed in a timely manner- no more than three working days. IV. DETAILED SPECIFICATIONS Work shall include,but shall not be limited to the following: 1. . Required Qualifications of Bidders Contractors bidding on the tree pruning/removal and stump grinding services RFQ shall be limited to individuals, partnerships and corporations actively engaged in the field of arboriculture and/or stump grinding. Bidders shall be able to demonstrate competence, experience, and financial capability to carry out the terms of this contract. The City considers bidders competent by being fully licensed,bonded and insured. All bidders must have in their employ, possession of, or available to them by formal agreement at the time of bidding personnel, trucks, devices, chippers, hand tools, aerial and other equipment and supplies which are necessary to perform the work as outlined in these specifications. 2. Work Standards All work described shall be performed according to the American National Standard for Tree Care Operations -Pruning,Trimming,Repairing,Maintaining, and Removing Trees, and Cutting Brush - Safety Requirements (ANSI Z133.1-2001), and the American National Standard for Tree Care Operations -Tree, Shrub and.Other Woody Plant Maintenance - Standard Practices (ANSI A300- 2001). These standards are made part of this contract by reference. A. Tree Removal The Contractor shall remove the trees in accordance with all safety standards and regulations listed herein and with the following minimum requirements: 1. The Contractor shall begin each job promptly; no.longer than two work days after it is dispatched by the City. 2. Extreme care shall be taken to prevent limbs, branches, and trunks from falling and creating damage to adjacent homes, driveways, streets, sidewalks, landscaping and other property. 3. Branches that are larger than 6 inches in diameter at one end shall be lowered to the ground through the use of ropes or other mechanical devices. They shall not be dropped or allowed to fall. 8 4. Stumps shall not be left higher than 6 inches above ground level (unless otherwise permitted by the City Forester). 5. The Contractor shall clean up all wood, sawdust and debris each day before the work crew leaves a site,.unless permission is given by the City to do otherwise. All lawn areas shall be raked, all streets and sidewalks swept, and all brush, branches and logs shall be removed from the site. In the case of dispute, the City of Tigard may remove the wood and debris and charge the cost to the Contractor, as the City of Tigard shall determine to be just. 6. All wood products removed under this contract shall become the property of the Contractor and be disposed of by him/her. 7. The Contractor shall restore any damaged turf areas and repair any other damage caused by the tree removal operation. 8. Once the Contractor commences work at a site, it shall be completed in a timely manner; no more than two work days unless permission is given by the City to extend the completion time. B. Tree Stump Removal The Contractor shall remove tree stumps in accordance with all safety standards and regulations listed herein and with the following minimum requirements: 1. The Contractor shall begin each job promptly; no longer than five work days after it is dispatched by the City. 2. Stumps and bracing roots shall be ground to at least 18 inches below grade. Additionally, the Contractor shall remove root flares and surface roots up to three feet. from the stump to eliminate "humps" in the lawn area adjacent to the stump. These roots shall be ground down 4 inches below the ground line. The area then shall be restored with topsoil'to the level of the adjoining grade. Grade shall be defined as the level of surrounding ground not lifted by tree roots. 3. Stumps to be removed shall be designated by the City Forester or representative. 4. Within twenty-four hours after grinding (removal) of a tree stump and buttress roots, the Contractor shall remove all stump grindings and associated debris from the site. Grinding debris generated by work described in this contract will be the responsibility of the Contractor. The Contractor shall remove and dispose of all chips, sawdust and associated debris unless otherwise directed by the City Forester. Stumps, grindings and debris shall be placed away from the curb and gutter, street, sidewalk and private property immediately to eliminate hazards to the motoring public and pedestrians and to eliminate damage to private property. 5. All areas where stumps have been removed and areas disturbed by the removal operations shall be back filled to the level of adjoining grade with pulverized topsoil 9 the same day grindings are removed. Otherwise, the site shall be properly barricaded overnight to ensure the safety of the public. All holes must be filled with topsoil by the second day. The Contractor must supply the topsoil. The topsoil shall be properly leveled and compacted so as to ensure a minimum amount of settlement of the backfill material. If there is more than a one-day delay between the time of removal of grindings and refilling with soil, the disturbed areas shall be barricaded off for public safety and the City Forester notified. Stump grindings and debris shall not be used as backfill material unless directed by the Urban Forester. 6. The Contractor shall clean up all wood, sawdust and debris each day before the work crew leaves a site, unless permission is given by the City to do otherwise. All lawn areas shall be raked, all streets and sidewalks swept, and all wood debris shall be removed from the site. In the case of dispute, the City of Tigard may remove the debris and charge the cost to the Contractor, as the City of Tigard shall determine to be just. 7. Once the Contractor commences work at a site, it shall be completed in a timely manner;no more than two work days. 3. Safety Standards A. The Contractor shall, at all times, exercise adequate precautions for the safety of all persons, including employees, in the performance of this Contract. The Contractor shall abide by all City, State and Federal safety regulations and guidelines. B. Personal protective equipment. • Workers engaged in tree operations shall wear Head protection. It shall comply with the provisions of ANSI Z89.1 • Eye and face protection when required shall comply with applicable provisions of ANSI 787.1. C. Inadequate or improperly trained personnel, or employees in training, shall not be utilized for work on stumps beyond such person's known capacity or ability to perform properly or safely unless under the direct supervision of a qualified operator. D. The Contractor shall be solely responsible for pedestrian and vehicular safety and control within the work site and shall provide the necessary warning devices, barricades, and ground personnel needed to give safety, protection, and warnings to persons and vehicular traffic within the area. Traffic control, including signage, flaggers, etc. is the responsibility of the contractor and shall conform to ANSI Z133.1-2001. 4.4 and all applicable federal, State,and local regulations. E. The City Forester may require additional safety precautions where particular dangers can be anticipated. The Contractor shall comply with all such requests. F. The City Forester may advise the Contractor and the Safety Officer of any safety violations. It is the Contractor's responsibility to make the necessary corrections. Failure to correct safety violations shall be grounds for an order from the Code Enforcement Officer or City Forester to cease further work and remove from the job site until the condition is corrected. Time and wages lost due to such safety shutdowns shall be at the 10 sole cost of the Contractor and shall not relieve the Contractor of the obligation to complete the work on time. G. Any of the above actions by employees of the City of Tigard shall in no way relieve the Contractor of his/her responsibility to provide for the safety of all persons, including his/her employees. H. Whenever electric or telephone lines, gas lines, water lines, or any other improvements, public or private,may be jeopardized by any authorized tree activity,the proper authorities of the utilities involved, or property owner involved, shall be consulted prior to performing any work activity. All requested reasonable precautions by any such authority or persons shall be complied with. It is the Contractor's responsibility to determine the location of public or private utilities or improvements. I. All overhead and underground electrical conductors and all communication wires and cables shall be considered to be energized with potentially fatal voltages. Only a qualified line clearance tree trimmer or qualified line-clearance tree trimmer trainee shall be assigned to the work if it is found that an electrical hazard exists. A trainee shall be under the direct supervision of a qualified line-clearance tree trimmer. All work shall conform at the provisions and directives of the following portions of ANSI Z133.1-2001: 5.1 - General and 5.2 - Working in proximity to electrical hazards. 4. Protection of Property The Contractor shall protect from damage all utilities, improvements, buildings, vehicles and all other property that is likely to become displaced or damaged by the execution of the work under this Contract. Any special equipment.or devices needed to protect persons, property, landscaping or utilities shall be the responsibility of the Contractor, and the costs of such protection shall be included in the bid. The City will not pay any additional costs for special protective actions, equipment or devices not included in the Contract bid. The Contractor shall notify all other affected governmental agencies and utilities whenever underground work is done under the terms of this Contract. The Contractor is required to obtain permission of the appropriate public and private utilities and governmental agencies before performing underground work pursuant to the terms of this Contract. The Contractor shall be required to contact the Metropolitan Utilities Council, 1-800-332-2344, prior to all projects requiring excavation. The Contractor is responsible for all property, utilities and pavement damaged by his/her operations as shall.be determined by the City Forester administering this Contract. The Contractor shall be responsible for the costs of repairing all damage to property, utilities and pavement caused by his/her operations to the satisfaction of the property owner or the governmental body having jurisdiction over the road or utility. 5. Work Hours Work for these services shall be scheduled Monday through Friday, between the hours of 8:00 a.m. and 3:00 p.m. In instances of an emergency or work that cannot be scheduled during regular 11 business hours the Contractor may be requested to perform work on evenings, weekends or holidays. 6. Observance of Laws,Ordinances and Regulations The Contractor shall be required to obtain the requisite permits from the City to do the work at each job site. The Contractor at all times during the term of this contract shall observe and abide by all Federal, State and City laws which in any way affect the conduct of the work. The Contractor shall abide fully with any and all applicable State and Federal statutes, rules and regulations as they relate to hiring,wages, and any other applicable conditions of employment. In the event that the work is not performed in accordance with this provision and in accordance with the laws of the State of Oregon, then this Contract may be terminated by the City of Tigard for the reason that the same is not performed in accordance with the public policy of the State of Oregon as defined in said statutes. 7. Bonds/Licenses/Permits The Contractor shall procure and pay for all permits and licenses necessary for the completion of this Contract including those permits required by the City of Tigard. In the event a necessary permit is not obtained, the Contractor shall not be permitted to work on items subject to said permit and any delays caused thereby shall not be subject to extra compensation or extensions. A. The Contractor shall have a valid City of Tigard Business Tax or Metro License. B. The Contractor shall obtain and maintain a Surety Bond in compliance with Tigard Municipal Code 15.04.050 Work in Right-of-Way, Security. C. The Stump Grinding Contractor shall have a State Contractor's License. 8. Underground Excavation It is the Contractor's responsibility to fully comply with the Metropolitan Utilities Council's (1- 800-332-2344) guidelines for locating utilities prior to any excavations. The Contractor may pursue the party responsible for not properly marking or identifying the underground facility. The Contractor agrees not to file any claim or legal action against the City(division responsible for this Contract) for said "changed or differing" conditions unless said City division is solely responsible for the delay or damages that the Contractor may have incurred. 9. Contractor's Insurance Contractors and its subcontractors 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, including the operations of its subcontractors of any tier. 12 The policy or policies of insurance maintained by the contractor and its subcontractor shall provide at least the limits and coverage's listed in Section 8 of the attached Contract. As evidence of the insurance coverage required by the contract, the contractor shall furnish a Certificate of Insurance to the City. No contract shall be effected until the required certificates have been received and approved by the City. The certificate will specify and document all provisions within the contract. A renewal certificate will be sent to the City 10 days prior to coverage expiration. 10. Deductions for Uncorrected Work If the City of Tigard deems it expedient to correct work not done in accordance with the terms of this Contract, an equitable deduction from future payments under this Contract shall be made. V. QUOTE EVALUATION AND AWARD 1. Pricing: All quotes submitted shall be binding for 30 calendar days from quote closing date, unless extended by mutual consent of all parties. 2. Evaluation Criteria: Quotes will be evaluated to identify the "lowest responsive and responsible bidder" who has substantially complied with all requirements and specifications of the RFQ and who can be expected to deliver promptly and perform reliably. 3. Method of Award: The award will be to the lowest bidder based on"straight time"of 40 hours of tree climbing, 40 hours of ground person and 20 hours of stumpgrinding. The hours listed are for evaluation purposes only and are not actual hours of service. It is the intent of the City to award a primary contractor and up to two secondary contractors. 4. Bid Rejection: The City may reject any quote not in compliance with all prescribed public bidding procedures and requirements and may reject for good cause any or all quotes upon a finding of the City that it is in the public interest to do so. 13 F—x(4iair C QUOTJE FORM REQUEST FOR QUOTE: Tree Pruning/Removal.and Stump Grinding Services Close: January.27, 2004 (a),,2:00 PM Regular Business Hours Other.Hours "Straight Time" (Evenings,Weekends & Service.Task (M-F, 8 AM—3 PMl Holidays) r q Tree Climber Per Hour $ ! Per Hour Ground Person. $ Per Hour $ Per Hour Stump Grinding Per Hour $ Z Per Hour 1?�,6 bC - 2CS(92 ■ City Business Tax number: Federal ID No. ■ State Contractor's.License number for Stump Grinder: 23's P ■ . Number of years in business: ` Number of employees:_. . ■ Registered with St. of Oregon:Yes ��No: If so,when: a,hy` • Please Complete if Applicable: MBE ❑ WBE ❑ The undersigned states that he or she is authorized to submit a quote on behalf of the corporation, partnership, or sole proprietorship listed below, and further states that the corporation, partnership, or sole proprietorship hereby agrees to and is bound.by the above offer. Firm: Signed: Title: Print Name: Address: a City/State/Zip:-, ez ,S'—6 Telephone Nuinber: `Q�j—/,,';3t)—.�� Fax Number: 3�� —f Email Address:7)[�4f-emsogw V� sc&tpes Date: RFQ—Tree Pruning/Removal and Stump Grinding Services 9 Close:January 27,2004 BID TABULATIONS CITY OF TIGARD Tree Pruning/Removal and Stump Grinding Services Closed: 1/27/04 @ 2:00 p.m. Contractor Service Task Reg. Business Hours Other Hours "Straight Time" (Evenings,Weekends M-F 8 am—3 pm & Holidays) Per Hour Rate Per Hour Rate ORGANICARE,INC. Tree Climber $60.00 $75.00 Ground Person $50.00 $65.00 Stump Grinding $80.00 $95.00 TREE CARE&LAND- Tree Climber $70.00_ $90.00 SCAPES UNLIMITED Ground Person $70.00 $70.00 Stump Grinding $100.00 $100.00 Awarded in this order: Organicare, Inc. is the lowest responsible bidder and Tree Care&Landscapes Unlimited is the second lowest responsible bidder. 15 CITY OF TIGARD CONTRACT SUMMARY FORM (THIS MUST ACCOMPANY EACH CONTRACT BEFORE AUTHORIZATION SIGNATURE CAN BE ACQUIRED) Title of Contract: Tree Pruning/Removal & Stum Grinding Contract#: Contractor: Tree Care & Landsca es Unlimited, Inc. � ��� �' Brief Overview: This contract is to provide tree pruning & stump grinding services for hazardous trees that cannot be removed by City staff because of liability reasons or equipment limitations. It is for the amount of$10,000 for one year with the o tion to renew for a second year. Changes Made To none Boilerplate Contract: Type of Contract: ® Purchase Agreement ❑ Personal Service Start Date: 3/1/04 ❑ Construction ❑Other End Date: 2/28/05 LCRB Award Date: Contract Manager: Matt Stine I Extension: 2589 Department: PW Quotes/Bids/Proposals: COMPANY AMOUNT/SCORE Organicare, Inc. lowest bid Tree Care &Landscapes Unlimited second lowest bid Department Comments: Tree Care & Landscapes Unlimited was the second lowest bidder for this service. They arp under contract to be used only when Organicare, Inc., the lowqt bidder,A unavailable or cannot perform the work. Department Signatur Date: Z v Purchasing Comments: Purchasing Si ture: Date: a Administration: GG rljy Date: 0 Certificate of Insurance Itleceived? Yes No ❑ Self-Insur d �A)rm Rece,-ed) Business Tax Current? ® Yes [-] No Contractor License Current? ❑ Yes ❑ No Federal TIN/1099 #: 93-0814174 Bonds Required: ❑ Yes ® No Accounting String: Fund Division Account Total 100 1600 601000 $20,000