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CONTRACT DOCUMENTS

For

City of Clawson, Michigan

2017-2018 Tree Trimming, Tree Removals, Stump Removals, & Emergency Work Bid

Penny Luebs

Mayor

Mark Pollock

City Manager

Prepared By: Matthew M. Hodges

Assistant Superintendent, Department of Public Works

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TABLE OF CONTENTS

NOTICE TO BIDDERS

SPECIFICATIONS

TERMS & CONDITIONS

REFERENCES

EXCEPTIONS

BID FORM

ATTACHMENT A

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NOTICE TO BIDDERS

2017-2018 Tree Trimming, Tree Removals, & Stump Removals Bid

Sealed proposals entitled, “Tree Trimming Contract” will be publicly opened and read on Wednesday March 1st, 2017, at 10:00am at the office of the City Clerk, 425 N. Main Street Clawson, MI 48017. The contract involves the trimming of approximately 320 trees and chipping of brush located in the public right of ways, between N. Main Street to N. Rochester Rd and E. Fourteen Mile Rd. to E. Elmwood Ave. Also at this time, the City of Clawson is seeking bids for Tree Removals, Stump Removals, and Emergency Work, as deemed necessary by the City.

The acceptance of any proposal made pursuant to this invitation shall not be binding upon the City until a written purchase order has been delivered to the successful bidder. All proposals shall specify terms and show delivery date. The City of Clawson reserves the right to reject any or all proposals; waive any irregularity in the proposals received; and to accept any proposal which it shall deem to be most favorable to the interest of the City of Clawson.

All bid proposals must be accompanied by a bid bond, bank cashier’s check, bank draft, or certified check for not less than five percent (5%) of bid price, made payable to the City of Clawson.

BIDS MUST BE SUBMITTED TO THE CLAWSON CITY CLERK’S OFFICE

425 N. MAIN STREET CLAWSON, MICHIGAN 48017

NO LATER THEN WEDNESDAY MARCH 1ST, 2017 AT 10:00AM

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SEALED BIDS MUST BE LABELED “TREE TRIMMING CONTRACT”

SPECIFICATIONS GENERAL

The contractor will furnish all labor, machinery, tools, fuel, repairs, and other items necessary to trim approximately 320 trees as authorized by the Superintendent of the Department of Public Works or his designee, located within the City of Clawson.

QUALIFICATION OF BIDDERS

Bidding on this contract shall be limited to individuals, partnerships, and corporations actively engaged in the field of arboriculture. Bidders shall demonstrate competence, experience, and financial capability to carry out the terms of this contract. The City may require proof of these qualifications and work performance references.

DESCRIPTION TREE TRIMMING

1. All trees on which work will be performed shall be specified to the Contractor by the City. Only trees within the public right of way shall be trimmed or removed unless otherwise directed. The public right of way shall be defined as the area between the curb and sidewalk.

2. Trees shall be pruned by removing all dead, diseased, broken and crossing branches. Trimming shall be done by the “drop crotch” method. No stubs over one inch (1”) shall be permitted when completed. Live branches shall be removed to maintain the natural shape and appearance of the trees. A collar should be maintained on lateral branches. Flush cuts are to be avoided on larger branches.

3. Mutilation and loss of characteristic shape of the tree shall be prohibited. Selective removal of complete limb(s) shall be performed rather than excessive clipping with pruners, i.e. hedge trimming effect shall be avoided. Saw or pruner cuts shall be flush with the parent limbs or trunk of the tree. Limbs shall be pre-cut using a three-cut technique to prevent splintering or peeling of bark.

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4. Ropes shall be used for lowering cut branches when necessary to prevent damage to trees, conductors, fences, cars and other property. No hangers shall be left in the trees after pruning is completed.

5. Saw cuts need not be treated with dressing or disinfectant unless abnormal conditions exist in reference to disease or insects. All old stubs shall be removed and all old scars shall be inspected. If old scars are not healing properly, they shall be retraced and treated. The lower branches of trees shall be raised if the tops are sufficient to maintain a balanced life to a height of fourteen feet (14’) above the travel portion of the street at the curb line. Tools used to prune suspected or diseased trees shall be disinfected before being used on other trees.

PRUNING PROCEDURES AND SCOPE OF WORK

Any tree large enough to support a trimmer shall be climbed and trimmed or an aerial lift truck shall be used. It is considered inefficient for the trimmer to remain on the ground and trim trees with a pruning pole unless agreed upon by the Superintendent of the Department of Public Works or his designee.

1. Light Pruning – The removal of dead wood, suckers, cross branches and stubs up to one inch (1”) in diameter.

2. Medium Pruning – Shall include all items listed under “Light Pruning” plus branches up to four inches (4”) in diameter.

3. Heavy Pruning – Shall include all items listed under “Light Pruning” and “Medium Pruning”, in addition to removal of limbs over four inches (4”) in diameter.

All types of pruning will include topping, tracing point, treatment for girdling roots, installment of supporting cables and/or bolting and necessary repair work when specifically requested by the Superintendent of the Department of Public Works or his designee.

SHAPING

If, in obtaining the desired shape, trees are rendered unsightly due to lack of symmetry, further pruning to restore their appearance shall be performed. The location and types of trees, the nature of their surroundings, etc. shall govern the extent of such shaping. Full shaping shall consist of the removal or shortening by natural methods of branches in the crown of the trees. Sufficient growth must be left on cutback branches to keep them alive, and, when possible, the branches being shortened shall be cut back far enough to preserve the natural appearance of the trees. Side pruning shall not be so severe as to restrict the trees’ ability to produce food necessary for healthy growth. Top growth shall not be reduced by an amount greater than that permissible for the species, as listed below:

Fifty Percent (50%) – Silver Maple, Willow, Poplar and other fast growing species.

Forty Percent (40%) – Basswood, Elm, and Walnut

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Fifteen to Twenty Percent (15-20%) – Beech, Norway, Sugar Maple and other slow growing species.

HAZARDOUS TREES

1. Reporting – Any person engaged in trimming or pruning who becomes aware of a tree of doubtful strength, that could be dangerous to persons and property, shall report such tree(s) to the Superintendent of the Department of Public Works or his designee. Such trees shall include those that are over mature, diseased, or showing signs of decay.

2. Diagnosis – Any hazardous tree(s) should be reported immediately to the Superintendent of the Department of Public Works or his designee so it/they may be inspected and a decision made whether to remove the tree(s) or not.

TREE REMOVAL

1. The removal of trees shall only be made be written authorization from the City of Clawson. A list of trees and locations of each, bearing the signature of an authorized representative of the City of Clawson, must be in the possession of the contractor’s crew before removing any tree(s). The decision to remove trees shall be made by the City of Clawson. The contractor may make suggestions. However, written authorization must be obtained before removing any tree(s).

2. Prior to removing any tree, the contractor shall be responsible for notifying MISS DIG to have all of the utilities staked to avoid damaging utility services.

3. Trees shall be removed in accordance with accepted industry standards and procedures and in accordance with the following minimum requirements;

A) Extreme care shall be taken so as to prevent limbs, branches, and trunks from falling and creating damage to adjacent homes, driveways, sidewalks, streets, and other property, both public and private.

B) Limbs, branches, and tree trunks shall be lowered to the ground through the use of ropes or other mechanical devices as necessary to prevent property damage. Felling of trees for removals may be performed provided it can be done in a safe, work like manner, without unduly obstructing traffic. Final responsibility for damage lies with the contractor.

C) Tree trunks shall be cut to ground level. Stumps shall be removed to a minimum depth of six inches (6”) below grade, unless specified by the City.

STUMP REMOVAL

1. The removal of stumps shall only be made by written authorization from the City of Clawson.

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2. A list of stumps and locations of each, bearing the signature of an authorized representative of the City of Clawson, must be in possession of the contractor’s crew before any stumps can be removed.

3. Stump diameter will be determined by the diameter of the tree itself (roots not included). Exceptions to this rule may be made at the discretion of the Superintendent of the Department of Public Works or his designee only. Any request for an exception must be made before the removal of the tree.

4. Prior to removing any stump, the contractor shall be responsible for contacting MISS DIG to have all the utilities staked to avoid damaging utility services.

5. The stumps and roots shall be ground down to a minimum depth of six inches (6”) below normal ground level. Any stump grindings strewn on the street or sidewalk shall be removed and placed on the grass area around the stump hole by the contractor before leaving the site.

EMERGENCY WORK

1. Need and Response – Throughout the term of the contract, it may become necessary for the contractor to assist the City in providing emergency tree services. The contractor shall provide telephone numbers at which he can be reached on a 24-hour emergency basis. When severe wind, ice storms, or other conditions require emergency assistance, the contractor shall respond and commence work within six (6) hours of receiving the emergency request notification. The contractor shall provide emergency assistance in the manner as set forth by the City.

2. Emergency and Time and Material Work – Such work shall be bid on an hourly basis. The contractor shall be able to furnish a two to three person crew, fully equipped with aerial equipment, trucks, chipping equipment, and power and hand tools, as specified by the City. Personnel shall include:

a. Grounds Person – Who has the skills necessary in grounds operation, such as loading

trucks, cutting limbs on the ground, operating chipper, raking, and cleaning up the area.

b. Climber/Trimmer – Who has the skills necessary for working in trees from an aerial

lift/tower or by the use of ropes, saddles, and other hand climbing equipment, and have proficiency in operating all other related mechanical equipment, such as loaders, etc.

c. Foreman (Working) – Who shall provide supervision of the emergency work force

and shall have responsibility for all work completed by the contractor.

LIABILITY FOR DAMAGE TO PROPERTY AND/OR PLANT MATERIAL

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The contractor will be responsible for the preservation of all public and private property along and adjacent to the working area, and shall exercise due care and caution avoid and prevent any damage or injury as a consequence of the work being performed. All trees, shrubs, ground covers, fences and utilities shall be adequately protected. Any damage caused by the contractor, including, but not limited to, broken sidewalks, curbs, rutted lawn, broken water shutoffs, wire damage, building damage, street damage, etc., will be repaired or replaced in a timely manner, to the City’s satisfaction, and all costs are to be paid by the contractor.

WORK CREW SUPERVISON

The contractor shall provide qualified supervision of the work crew at all times while working under this contract. A Certified Arborist (as administered by the International Society of Arboriculture) shall be on each tree maintenance crew.

SIGNAGE AND SAFTEY

1. Barricading and signing for traffic control must be in accordance with the Michigan Manual of Uniform Traffic Control Devices, “Barricading for Construction”. The contractor shall meet all requirements for barricading, and when the contractor does not conform to such requirements, the City will stop the contractor from working until proper signing and barricading is provided. The contractor shall control street closings and will notify the City of Troy Dispatch (248) 524-3477 of the same. Adequate warning devices, barricades, guards, flag-persons, and all other necessary precautions shall be taken by the contractor to give advised and reasonable protection, safety and warning persons and vehicle traffic within the area. The contractor shall be responsible for notifying all utilities for locations of any underground utilities that may be damaged during stump removals. The contractor shall also be responsible for notifying all utilities of any damage to any overhead lines.

2. All equipment to be used and all work to be performed must be in full compliance with the most current revision of American National Standards Institute Standard Z-133.1 (Safety Requirements for Pruning, Trimming, Repairing, Maintaining, Removing Trees, and Cutting Brush), American National Standards Institute Standard A300 Parts 1, 2, and 3 (Tree, Shrub, and Other Woody Plant Maintenance), the Michigan Department of Labor, Safety Standards, Part 53, (Tree Trimming and Removal, as amended 1983) and the Michigan Department of Labor, Bureau of Safety and Regulations, MIOSHA requirements, and the Michigan Department of Transportation regulations. These standards are made part of this contract by this reference.

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3. The contractor shall be responsible at all times for keeping the work-site, adjoining premises, streets, walks, and driveways clear. All tree parts and/or other debris must be cleaned up at the end of each workday. Branches, trimmings, logs. And debris, shall be removed and the area left “broom clean” daily.

4. The Superintendent of the Department of Public Works, or his designee, may inspect the work of the contractor at any time and may suspend operations, if, in the opinion of the Superintendent or his designee, it is being performed in an unsafe or unsatisfactory manner, or not in accordance with contract specifications.

CLEANUP

All twigs, branches, chips, and other debris caused by the removal or trimming, shall be immediately cleaned up before moving to a new location. Cleanup for stump removal will be the City’s responsibility, as well as chip removal from stump grinding, bringing in dirt to fill holes, leveling and grading of the site, and final cleanup and grass seeding. All other materials shall be cleaned up and removed. Disposal of chips from removal or trimming of the trees shall be the contractor’s responsibility.

HAZARDOUS PRACTICES

The contractor shall not engage in any activity or practices which pose an unreasonable hazard or threat to the safety of persons or property. Upon receipt of either written or oral notice by the City, the contractor shall immediately discontinue any practice as determined by the City as obviously hazardous.

WORKING IN PROXIMITY TO ELECTRICAL HAZARDS

1. Before climbing, entering, or working around any tree, a close inspection shall be made by the tree worker and by the supervisor to determine whether an electrical conductor passes through the tree or passes within reaching distance by the tree worker.

2. If an electrical hazard exists, only a qualified line clearance tree trimmer or qualified line clearance tree trimmer trainee shall be assigned to the tree. A trainee shall be under the direct supervision of qualified personnel. A qualified line clearance tree trimmer is a tree worker who, through related training and on-the-job experience, is familiar with the special techniques and hazards involved in line clearance. A trainee is a worker regularly assigned to a line clearance tree trimming crew and undergoing on-the-job training, who, in the course of such training, has demonstrated his ability to perform his duties safely at his level of training.

3. There shall be a second qualified line clearance tree trimmer or line clearance tree trimmer trainee within normal voice communication during line clearing operations aloft when the line clearance tree trimmer or line clearance tree trimmer trainee must approach more closely than 10 feet (3m) to any conductor or electrical apparatus energized in excess of 750 volts or (a) when branches or limbs being removed cannot first be cut with a pole pruner/pole saw sufficiently clear of the primary conductors and

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apparatus so as to avoid contact, or (b) when roping is required to remove branches or limbs from such conductors or apparatus. This does not apply to utility workers engaged in tree trimming incidental to their normal occupation.

4. Tree workers shall maintain a minimum clearance of 10 feet (3m) from energized conductors rated at 50 kV phase-to-phase or less. For conductors rated over 50 kV phase-to-phase, the minimum clearance shall be 10 feet plus 4/10 inch (3m plus 10mm) for each kilovolt over 50kV.

5. Ladders, platforms, and aerial devices, including insulated aerial devices, shall not be brought in contact with an electrical conductor.

6. When an aerial lift device contacts an electrical conductor, the truck supporting the aerial lift device shall be considered as energized, and contact with the truck is shall be avoided, except when emergency rescue procedures are being carried out. Only those people who have been properly trained about electrical hazards should attempt emergency rescue.

SUBCONTRACTS

The contractor will not be allowed to subcontract work under this contract unless the City grants written approval, the subcontractor, as approved, shall be bound by the conditions of the contract between the City and the contractor. The authorization of a subcontractor is to perform in accordance with all terms of the contract and specifications. All required notices, work orders, directives, and requests for emergency services will be directed to the contractor. All directions given to the subcontractor in the field shall bind the contractor as if the notice had been given directly to the contractor.

WORKING HOURS

The contractor will schedule work between the hours of 7:00am and 6:00pm, Monday through Saturday, unless otherwise authorized by the City.

ADDITIONAL TRIMMING AND REMOVAL

At various times throughout the year, additional needs for trimming or tree removals may be requested. The City will make every effort to have enough work for at least a full day’s work, unless and existing condition is hazardous to the public or their property. Such requests will be considered Emergency Work and paid as such, accordingly, that is if the work takes less than four (4) hours to complete. All other work requests will be paid for at the Trimming and Removal unit prices.

PRE-BID INSPECTION

1. For the purpose of familiarizing the bidder with the project, answering questions, and issuing addenda as needed for clarification of the bidding documents, a pre-bid

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inspection may be arranged by the contractor with Douglas C. Ballard, Superintendent of the Department of Public Works before the bid date.

2. The City will assist all interested bidders by conducting a tour of various areas in which the tree work is to be scheduled for the purpose of training, coordination, and clarification of work specifications.

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TERMS & CONDITIONS 1. The City reserves the right to award this project, or to reject all bids, if it should deem that such

action is in its best interests. 2. The City reserves the right to reject any or all proposals received, waive informalities, or accept any

proposal, in whole or part, it deems best. The City reserves the right to award the contract to the next most qualified Contractor if the successful Contractor does not execute a contract within ten (10) days after the award of the proposal.

3. The City reserves the right to request clarification of information submitted and to request additional information of one or more Contractors.

4. The City reserves the right to terminate the contract at its discretion should it be determined that the services provided do not meet the specifications contained herein. The City may terminate this Agreement at any point in the process upon notice to Contractor sufficient to indicate the City’s desire to do so. In the case of such a stoppage, the City agrees to pay Contractor for services rendered to the time of notice, subject to the contract maximum amount.

5. Withdrawal of Bid – Any proposal may be withdrawn up until the date and time set above for the opening of the proposals. Any proposals not so withdrawn shall constitute an irrevocable offer, for a period of ninety (90) days, to provide the services set forth in the proposal.

6. Payment – Payment will be made within thirty (30) days after invoice has been received and accepted by the City. Acceptance by the City is defined as authorization by the designated City representative to this project that all criteria requested under the Scope of Work contained herein have been provided.

7. Timelines – The Contractor will not exceed the timelines established for the completion of this project.

8. Contract Agreement – The successful bidder shall enter into and will execute the contract as set forth and attached as Attachment A.

9. Settlement of Disputes – The successful bidder agrees to certain dispute resolution avenues/limitations. Please refer to paragraph 16 of the Agreement attached as Attachment A for the details and what is required of the successful bidder.

10. Insurance – The successful bidder is required to procure and maintain certain types of insurances. Please refer to paragraph 13 of the Agreement attached as Attachment A for the details and what is required of the successful bidder.

11. Continuation of Coverage – The Contactor also agrees to provide all insurance coverage as specified. Upon failure of the Contractor to obtain or maintain such insurance coverage for the term

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of the agreement, the City may, at its option, purchase such coverage and subtract the cost of obtaining

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12. Execution of Contract – The bidder whose proposal is accepted shall be required to execute the contract and to furnish all insurance coverage as specified within ten (10) days after receiving notice of such acceptance. Any contract awarded pursuant to any bid shall not be binding upon the City until a written contract has been executed by both parties. Failure or refusal to execute the contract shall be considered an abandoned all rights and interest in the award. The successful bidder agrees to enter into and will execute the contract as set forth and attached as Attachment A.

13. Indemnification – The successful bidder agrees to indemnify the City and various associated persons. Please refer to paragraph 12 of the Agreement attached as Attachment A for details and what is required of the successful bidder.

14. Conflict of Interest – The successful bidder is subject to certain conflict of interest requirements/restrictions. Please refer to paragraph 14 of the Agreement attached as Attachment A for the details and what is required of the successful bidder.

15. Examination of Proposal Materials – The submission of a proposal shall be deemed a representation and warranty by the Contractor that it has investigated all aspects of the RFP, that it is aware of the applicable facts pertaining to the RFP process and its procedures and requirements, and that it has read and understands the RFP. Statistical information which may be contained in the RFP or any addendum thereto is for informational purposes only.

16. Deviations or Exceptions – Except as noted below under “Deviations or Exceptions”, the following quotation is in strict accordance with specifications contained in the “Sealed Proposals Requested” endorsed “Tree Trimming Contract” to be opened at 10:00 a.m. on March 1st, 2017 at the office of the City Clerk 425 N. Main St. Clawson Michigan 48017.

17. Agreement and Purchase Order – The successful bidder will be required to sign “Attachment A” known as the Agreement attached hereto and provide three (3) signed copies along with the bid proposal. After the Notice to Award, a purchase order(s) will be issued creating a bilateral contract binding both parties and will include all provisions of the bid proposal including specifications.

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REFERENCES NOTE: Three references from the Metro-Detroit area where bidder has engaged in similar work as proposed under this contract shall be supplied. References must include: Name of firm, contact person, and title address, telephone number, and email. Bids submitted without this information may be declared as non-responsive and incomplete and the bid removed from consideration. The City of Clawson requires that your company list at least three (3) clients who have recently had similar work performed by your company.

Company:

Address:

Phone: Contact:

Company:

Address:

Phone: Contact:

Company:

Address:

Phone: Contact:

Company:

Address:

Phone: Contact:

Company:

Address:

Phone: Contact:

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EXCEPTIONS Any exceptions, substitutions, deviations, etc. from the City of Clawson specifications and this proposal shall be stated below. The reason(s) for the substitution, deviation, etc. are an integral part of this bid.

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BID FORM

TREE TRIMMING, TREE REMOVALS, STUMP REMOVALS, & EMERGENCY WORK

MARCH 1ST 2017 Project to be completed by no later than April 15th 2017

TOTAL BID PRICE $

The undersigned hereby agrees to provide tree trimming removal services, as per the specifications heretofore set forth, at the following unit prices. This is a firm bid and not subject to withdrawal or change for a period of sixty (60) days. The undersigned has checked carefully the bid figures and understands that he/she shall be responsible for any error or omission in this bid offer and is in receipt of all addendums as issued.

1. Tree Trimming and Chipping Three Person Crew Cost per Tree 2”-20” dia: $

Cost per Tree 20”-32”” dia: $

Cost per Tree 32” or larger dia: $

2. Tree Removal and Chipping Three Person Crew Cost per Tree 2”-20” dia: $

Cost per Tree 20”-32” dia: $

Cost per Tree 32” or larger dia: $

3. Stump Removal Cost per Stump $

4. Emergency Work Three Person Crew Cost per Hour $

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Company Name: Company Street Address: City: State: Zip: Phone Number: FAX Number: Email: Bid Submitted By: Authorized Signature: NOTE: Endorse Envelope: “TREE TRIMMING CONTRACT” IF BID PROPOSAL IS MAILED, ADDRESS TO:

CITY OF CLAWSON 425 N. MAIN ST CLAWSON MI 48017

o CERTIFICATE ON INSURANCE ENCLOSED o HOLD HARMLESS ENCLOSED o REFERENCES ENCLOSED o THREE (3) SIGNED COPIES OF ATTACHMENT A KNOWN AS THE TREE TRIMMING

AGREEMENT ENCLOSED

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ATTACHMENT A

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TREE TRIMMING AGREEMENT This AGREEMENT, made this day of 2017, by and between the CITY OF CLAWSON, having its principal municipal office at 425 North Main Street Clawson, MI (hereinafter “CITY”), and

, (hereinafter “CONTRACTOR”), having its principal office

at

provides as follows:

WITNESSETH:

WHEREAS the CITY, through its Department of Public Works, desires to have performed on its behalf and in connection therewith, has prepared a request for sealed proposals (RFP) endorsed “TREE TRIMMING CONTRACT” which includes certain instructions to bidders and specifications, and, in connection therewith, has advertised for and sought sealed proposals endorsed “TREE TRIMMING CONTRACT”, which includes certain qualifications, instructions to bidders, specifications, and General Contract Conditions (collectively the “RFP”), and,

WHEREAS, the CONTRACTOR has made a bid (“Bid”) to provide tree trimming services including tree removals, stump removals, and emergency services, in accordance with the RFP, in the amount set forth in its bid form, and which bid has been accepted by the CITY.

NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE RESPECTIVE AGREEMENTS AND UNDERTAKINGS HEREIN CONTAINED, THE PARTIES AGREE AS FOLLOWS:

1. It is mutually agreed by and between the parties that the documents consisting of the RFP documents, Bid shall be incorporated herein by reference, and shall become a part of this Agreement, and shall be binding upon both parties hereto.

2. The CONTRACTOR agrees to provide the labor, material supplies and equipment

necessary to perform the services in accordance with the specifications and conditions contained in the RFP documents and may be extended upon the agreement of both parties.

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3. The CITY agrees to pay the CONTRACTOR for the services rendered pursuant to this

Agreement in the amounts set forth in the CONTRACTOR’s bid form. 4. The CONTRACTOR agrees that it will apply for and secure all permits and approvals as

may be required from the CITY in accordance with the provisions of applicable laws and ordinances of the CITY, State of Michigan or federal agencies.

5. The CONTRACTOR shall employ personnel of good moral character and fitness in

performing all services under this Agreement. 6. The CONTRACTOR and the CITY agree that the CONTRACTOR is acting as an independent

contractor with respect to the CONTRACTOR’s role in providing services to the CITY pursuant to this Agreement, and as such, shall be liable for its own actions and neither the CONTRACTOR nor its employees shall be construed as employees of the CITY. Nothing contained in this Agreement shall be construed to imply a joint venture or partnership and neither party, by virtue of this Agreement, shall have any right, power or authority to act or create any obligation, expressed or implied, on behalf of the other party, except as specifically outlined herein. Neither the CITY nor the CONTRACTOR shall be considered or construed to be the agent of the other, nor shall either have the right to bind the other in any manner whatsoever, except as specifically provided in this Agreement, and this Agreement shall not be construed as a contract of agency. The CONTRACTOR shall not be considered entitled or eligible to participate in any benefits or privileges given or extended by the CITY, or be deemed an employee of the CITY for purposes of federal or state withholding taxes, FICA taxes, unemployment, workers’ compensation or any other employer contributions on behalf of the CITY.

7. The CONTRACTOR acknowledges that in performing services pursuant to this

Agreement, certain confidential and/or proprietary information (including, but not limited to, internal organization, methodology, personnel and financial information, etc.) may become involved. The CONTRACTOR recognizes that unauthorized exposure of such confidential or proprietary information could irreparably damage the CITY. Therefore, the CONTRACTOR agrees to use reasonable care to safeguard the confidential and proprietary information and to prevent the unauthorized use or disclosure thereof. The CONTRACTOR shall inform its employees of the confidential or proprietary nature of such information and shall limit access thereto to employees rendering services pursuant to this Agreement. The CONTRACTOR further agrees to use such confidential or proprietary information only for the purpose of performing services pursuant to this Agreement.

8. This Agreement shall be governed by and performed, interpreted and enforced in

accordance with the laws of the State of Michigan. The CONTRACTOR agrees to perform all services provided for in this Agreement in accordance with and in full compliance with all local, state and federal laws and regulations.

9. If any provision of this Agreement is declared invalid, illegal or unenforceable, such

provision shall be severed from this Agreement and all other provisions shall remain in full force and effect.

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10. This Agreement shall be binding upon the successors and assigns of the parties hereto, but no such assignment shall be made by the CONTRACTOR without the prior written consent of the CITY. Any attempt at assignment without prior written consent shall be void and of no effect.

11. The CONTRACTOR agrees that neither it nor its subcontractors will discriminate against

any employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly related to employment because of race, color, religion, national origin, age, sex, height, weight or marital status. The CONTRACTOR shall inform the CITY of all claims or suits asserted against it by the CONTRACTOR’s employees who work pursuant to this Agreement. The CONTRACTOR shall provide the CITY with periodic status reports concerning all such claims or suits, at intervals established by the CITY.

12. To the fullest extent permitted by law, the CONTRACTOR and any entity or person for

whom the CONTRACTOR is legally liable, agrees to be responsible for any liability, defend, pay on behalf of, indemnify, and hold harmless the CITY, its elected and appointed officials, employees and volunteers and others working on behalf of the CITY against any and all claims, demands, suits, or loss, including all costs connected therewith, and for any damages which may be asserted, claimed or recovered against or from the CITY, its elected and appointed officials, employees, volunteers or others working on behalf of the CITY, by reason of personal injury, including bodily injury and death and/or property damage, including loss of use thereof, which arises out of or is in any way connected or associated with this contract. Such responsibility shall not be construed as liability for damage caused by or resulting from the sole act or omission of the CITY, its elected or appointed officials, employees, volunteers or others working on behalf of the CITY.

13. The CONTRACTOR shall not commence work under this Agreement until it has, at its

sole expense, obtained the insurance required by this paragraph. All certificates of insurance shall be with insurance carriers licensed and admitted to do business in the State of Michigan. The CONTRACTOR shall maintain during the life of this Agreement the types of insurance coverage and minimum limits as set forth below:

A. Workers’ Compensation Insurance: CONTRACTOR shall procure and maintain during the life of this contract, Workers’ Compensation Insurance, including Employers Liability Coverage, in accordance with all applicable statutes of the State of Michigan.

B. Commercial General Liability Insurance: CONTRACTOR shall procure and maintain during the life of this contract, Commercial General Liability Insurance on an “Occurrence Basis” with limits of liability not less than $1,000,000 per occurrence combined single limit, Personal Injury, Bodily Injury and Property Damage. Coverage shall include the following extensions: (A) Contractual Liability; (B) Products and Completed Operations; (C) Independent Contractors Coverage; (D) Broad Form General Liability Extensions or equivalent; (E) Deletion of all Explosion, Collapse, and Underground (XCU) Exclusions, if applicable.

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C. Motor Vehicle Liability: CONTRACTOR shall procure and maintain during the life of this contract Motor Vehicle Liability Insurance, including all applicable no-fault coverages, with limits of liability of not less than $1,000,000 per occurrence combined single limit Bodily Injury and Property Damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles.

D. Additional Insured: Commercial General Liability and Motor Vehicle Liability Insurance, as described above, shall include an endorsement stating the following shall be Additional Insureds: The City of Clawson including all elected and appointed officials, all employees, all boards, commissions and/or authorities and board members. This coverage shall be primary and any other insurance maintained by the additional insureds shall be considered to be excess and noncontributing with this insurance required from CONTRACTOR under this Section.

E. Cancellation Notice: Workers’ Compensation Insurance, Commercial General Liability Insurance, and Motor Vehicle Liability Insurance, as described above, shall include an endorsement stating the following: “Thirty (30) days Advance Written Notice of Cancellation or Non-Renewal shall be sent to: City Clerk, City of Clawson, 425 N. Main Street. Clawson Michigan 48017.

F. Proof of Insurance Coverage: CONTRACTOR shall provide the CITY at the time the contracts are returned for execution. Certificates of Insurance and/or policies, acceptable to the CITY, as listed below:

1) Two (2) copies of Certificate of Insurance for Workers’ Compensation;

2) Two (2) copies of Certificate of Insurance for Commercial General Liability;

3) Two (2) copies of Certificate of Insurance for Vehicle Liability Insurance;

If so requested, Certified Copies of all policies mentioned above will be furnished.

G. Coverage Expiration: If any of the above coverages expire during the term of this contract, CONTRACTOR shall deliver renewal certificates and/or policies to the CITY at least ten (10) days prior to the expiration date.

14. If CONTRACTOR fails to perform its obligations hereunder, the CITY may take any and all

remedial actions provided by the general specifications or otherwise permitted by law. 15. Any disputes arising under this Agreement shall be settled either by commencement of

a suit in Oakland County Circuit Court or by compulsory arbitration, at the election of the CITY. The CONTRACTOR shall notify the CITY of any dispute it has arising out of this Agreement and shall demand that the CITY elect whether the dispute is to be resolved by submitting it to compulsory arbitration or by

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commencement of a suit in Oakland County Circuit Court. The CITY shall make its election in writing within thirty (30) days from receipt of such notice. If the CITY elects to have the dispute resolved by compulsory arbitration, it shall be settled pursuant to Chapter 50 of the Revised Judicature Act for the State of Michigan, with each of the parties appointing one arbitrator and the two thus appointed appointing a third. In the event the CITY fails to make such an election, any dispute between the parties may be resolved by the filing of suit in the Oakland County Circuit Court.

IN WITNESS WEREOF, the said parties have caused this Agreement to be executed as of the date and year above written.

CITY OF CLAWSON

XMark PollockCity Manager

XMachele KukukCity Clerk

CONTRACTOR

X

By:

Its:

XDouglas C. BallardSuperintendent, Department of Public Works