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AGREEMENT FOR WEED SPRAYING SERVICES This Agreement, entered into this-'-- day of April, 2007, between the City of Moscow, a Municipal Corporation of Idaho, hereinafter referred to as "CITY," and Shull Brothers, hereinafter referred to as "CONTRACTOR" WITNESSETH: WHEREAS, CITY has detennined that it is in the public interest to control and eradicate harmful weeds upon city property and rights-of-way; and WHEREAS, CITY desires to retain CONTRACTOR to perform weed spraying services upon City property and rights-of-way; and WHEREAS, CITY has examined various proposals for spraying services; and WHEREAS, CITY has determined that CONTRACTOR is qualified to provide the desired weed control. NOW, THEREFORE, in consideration of the benefits which will accrue to the parties in carrying out the terms and conditions of this personal services Agreement, it is mutually understood and agreed as foilows: ARTICLE I RETENTION OF CONTRACTOR CITY agrees to engage CONTRACTOR, and CONTRACTOR, upon execution of this Agreemem, shall proceed with the work described in paragraph !L ARTICLE II SERVICES CONTRACTOR agrees to provide the following services to CITY pursuant to this Agreement, in a good and workmanlike manner, utilizing best practices and safety measures: a, Noxious weed control as needed or as directed per instructions from the City Street Superintendent on city rights-of-ways and in alleys, b, Maintain bare ground weed control from asphalt to the waterline of ditch or creek banks on all streets without curbs such as White Avenue, Mountain View Road, East F Street, Pub I ic A venue, Poik Street where drainage allows. c. Curb edge weed control to include both curb-to-asphalt and curb-to-side\vaik as needed throughout the city, d. \Veed control in street cracks as directed by the City Street Superintendent. e. Bare ground weed control ar 'dead end' barricades, bridges, areas as per CITY instructions (allocations re,uiret} and at fire hydrants in rank StrȆet ---PAGE BREAK--- ARTICLE III TIME All the above items are to be treated by July l , 2007 and are subject to re-treatment as required to maintain control throughout the season. ARTICLE IV CHEMICALS CONTRACTOR shall, during the terms of this Agreement: a. Agree that all work performed shall be performed safely, shall be of the highest quality, and that all herbicides, chemicals, pesticides and insecticides used shall be of high quality and applied in accordance with applications recommended by the manufacturer. Prior approval of any pesticide (not identified in Article lVb.) must be made by the Street Superintendent. b. Supply a list and description of all the chemicals and materials to be used pursuant to this Agreement. c. Avoid the use of phenoxy herbicides whenever possible in areas of high human exposure (areas to be determined by the City Street Superintendent). ARTICLEV NOTICE CONTRACTOR will give the City Street Superintendent a minimum of two weeks notice before tbe start of any spraying. This will give CITY the time needed to publish notices in the local paper before the start of any spraying. ARTICLE V I COMPENSATION CITY shall pay to CONTRACTOR the sum of TEN THOUSAND EIGHT HUNDRED AND NO DOLLARS 0,800.00) for services to be performed pursuant to this Agreement. This sum shall be paid in five equal payments of TWO THOCSAND ONE HUNDRED SIXTY AND NO-HUNDREDTHS DOLLARS ($2,160.00). Each payment shall be made only upon review and approval by the City Street Superintendent of the work performed. Such payments shall commence May 15,2007. ARTICLE VII TERMINATION If the City Street Superintendent determines that services being rendered are not or suitable to meet the needs of CITY, City Street Superimcndent may terminate this by providing fifteen days wrinen notice to CONTRACTOR. If this Agreement is terminated in such manner, the sok of CITY for such termination shall be to CONTRACTOR for services rendered until the time of termination, which payment shall be determined based on a percentage of total \Vork to be under lhis Agreement. 2 ---PAGE BREAK--- ARTICLE VIII REPORTS CONTRACTOR will provide a bi-weekly status report to the City Street Superintendent on the progress of the program and a year-end written program summary report to the Health and Environment Commission to be presented by the January meeting, detailing areas sprayed, chemicals applied, chemicals' effectiveness, weeds applied to, and identifying specific weed "hot spots." ARTICLE IX COMPLIANCE WITH LAWS a. CONTRACTOR agrees that it shall conduct its operations pursuant to this Agreement in conformance with all applicable laws, ordinances and regulations of all governmental and regulatory agencies having jurisdiction. b. CONTRACTOR agrees to use, handle, store and dispose of any and all toxic substances used in the performance of this Agreement in accordance with applicable federal, state, city and local laws, statutes, and regulations, and further agrees to indemnify and hold CITY harmless from any liability resulting from the use, handling, storage or disposal of toxic substances. ARTICLE X INDEPENDENT CONTRACTOR The parties warrant by their signature that no employer-employee relationship is established between CONTRACTOR and CITY by the terms of this contract. It is understood by the parties hereto that CONTRACTOR is an independent CONTRACTOR and as such neither it nor its employees, if any, are employees of CITY for purposes of tax, retirement system, or social security (FICA) withholding. ARTICLE XI CONSTRUCTION AND VENUE It is agreed that this Agreement shail be construed under and governed by the laws of the State of Idaho. ln the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. ARTICLE XII INDEMNIFICATION CONTRACTOR waives any all claims and recourse against CITY, including the right of contribution for loss and damage to persons or property arising from, grm,ving out of, or in any way connected with or incident to CONTRACTOR's performance of this Agreement except for liability arising out of the so!e negligence of CITY or its officers, agents or employees. Further, CONTRACTOR shall indemnify, hoid harmless, and defend ClTY any and all claims, damages, cosh, expenses or out of CONTRACTOR's performance of this for out of the sole negligence of CITY or its officers, agents or employees. This contains the entire agreement between the inducements made either party, or of either OF CONTRACT no statements, or birH:!ing unless contained herein. 3 ---PAGE BREAK--- This Agreement may not be enlarged, modified or altered except upon written agreement signed by the parties hereto. CONTRACTOR may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of CITY. Any subcontractor or assignee so authorized shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. ARTICLE XIV INSURANCE CONTRACTOR warrants that it has obtained, and will maintain at its expense for the duration of this Agreement, statutory worker's compensation coverage, employer's liability and comprehensive general liability insurance coverage for its principals and employees for the services to be performed hereunder. The comprehensive general liability insurance shall have a coverage limit of at least FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) per occurrence, and ONE MILLION DOLLARS 1,000,000.00) aggregate. CONTRACTOR shall furnish copies of all insurance policies and/or cenificates of insurance to CITY at the time of execution of this Agreement. Each policy shall include a provision to the effect that it shall not be subject to cancellation or reduction in the amounts of its liabilities, or any other material change, until notice has been given in writing to CITY not less than fifteen ( 15) days prior to such action. CONTRACTOR shall further cause CITY to be named as an additional insured on all applicable insurance policies. $uch insurance shall be issued by an insurance carrier licensed to do business in the stale of Idaho. This Agreement shall be effective the day and year first above written. Contractor: SHULL BROTHERS: STATE OF IDAHO ) ss. County of Latah CITY OF MOSCOW 2007, before me the undersigned, a Notary in and for said , in his official capacity as Brothers, kno\vn to me to be the person \\:hose narrrc is subscribed to me that he executed the same; and that he is the duly authorized anrht>nlv to bind Shull Brothers to this A.gret>mt:nt. IN \VITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year hereinabove written.