3-IFB 2026 08 Tree Work.pdf

CITY OF HARRISBURG

MAYOR WANDA R.D. WILLIAMS

Invitation for Bids

IFB 2026-08

Bureau of Park Maintenance Tree Work

Table of Contents i

TABLE OF CONTENTS

Bid Summary Notice to Bidders Job Scope and Technical Bid Submittals Instructions To Bidders Bid Pricing Schedule Exhibit A Insurance Requirements for All Suppliers, Contractors and Subcontractors Exhibit B Contract Representatives Exhibit C Special Clauses Exhibit D Manner of Payment Exhibit E Facilities and Equipment to Be Provided by City Exhibit F Required Bonds Exhibit G General Provisions Exhibit H Bid Components for City Services Agreement

APPENDIX A

Prevailing Wage Rates

Invitation for Bid – Tree Work

Bid Summary

Solicitation Reference: IFB 2026-08

Requirements: All requirements are outlined in this IFB

Pre-Bid Meeting:

Event details available on PennBid.net

Questions Due:

Details available on PennBid.net

Bids Due:

Details available on PennBid.net

Direct Inquiries to: Submit inquiries via messages on PennBid.

Submit via: PennBid.net > City of Harrisburg Tree Work

Applicable: Written Scope Narrative

Type of Bid: Base Bid

Notice to Bidders

1. Prior to submitting inquiries and attending a site visit, please read all solicitation documentation and scope details provided.

2. Bids received containing omissions resulting from industry assumptions will be deemed non-responsive.

3. Incomplete bid submissions are not automatically disqualified unless missing bid bond or pricing form. Except for bid bonds and pricing, bidders shall have up to three (3) days from the date a clarification is requested by the city to correct or clarify attachments in the case of a clerical error.

4. For consideration, all forms must be completed and uploaded to PennBid prior to the submission deadline. Contact PennBid.net for any technical issues.

5. Solicitation documents, questions and answers, addendums, amendments and updates will be posted to PennBid.net. Pennbid.net is the sole source of accurate information regarding this bid.

6. Documents or forms retrieved from sources other than PennBid.net will not be considered.

7. The successful bidder must agree to the City of Harrisburg’s Agreement provided with the bid documents.

8. The “Agreement” found in this solicitation package is for information only and should not be signed prior to notice of award. Proposers must read and prepare to sign the agreement if awarded this contract.

9. It is the responsibility of the respondent to read and understand the city’s terms and conditions prior to responding to bidding.

10. The City reserves the right to reject any or all bids and reserves the right to waive irregularities.

11. The City will not be responsible for any costs associated with the preparation, submittal or presentation of any bids.

12. The City requires submission via upload to PennBid.net as part of the documentation process for this IFB.

13. The City will not agree to indemnify any vendors. Bids that require indemnification will be deemed non-responsive.

14. Bid results will be made available as soon as possible following the signing of the bid results. Bid results and signed tabulations/recordings do not confirm award.

15. Prevailing Wage Rates or Davis Bacon Rates may apply to some jobs.

16. The City reserves the right to award and/or contract with one or multiple contractors.

17. The City reserves the right to reject bids on the basis of quality of previous work and safety standards.

18. Bids are due at 11:00 PM to encourage participation from businesses who operate outside of standard business hours.

19. Bonds are required only when necessary or required by law.

20. To be considered responsive, a bid must include required submittals: (1) Attachment A – Scope of Work Narrative, and (2) Attachment B – Equipment.

21. Bids valid for 60 days.

22. Apparent low bid does not guarantee award.

Job Scope and Technical Bid Submittals

The City of Harrisburg is seeking bids from qualified and experienced tree professionals to perform standard tree work services throughout our jurisdiction. The scope of work may include, but is not limited to, tree pruning, removal, stump grinding, planting, and general arboricultural maintenance on public properties and rights-of-way as described by the Inflation Reduction Act, Pennsylvania Harrisburg TreeVestment Project in partnership with USDA, Forest Service.

An updated City-wide inventory is currently in progress and will be used to schedule and prioritize work. Based on current data figures, the City anticipates approximately 250 removals followed by replanting, 700 stump grindings (which includes the estimated 250 removals), and upwards of 6500 trees requiring some level of pruning maintenance.

Given the anticipated volume and geographic distribution of work, bidders are strongly encouraged to propose the use of multiple crews beyond the minimum requirements of this Invitation for Bid, whether consisting of in-house staff, subcontracted personnel, or a combination thereof, to ensure timely and efficient completion of assigned tasks.

Interested contractors, and/or their subcontractors, must employ at least one certified arborist through the International Society of Arboriculture and at least one licensed chemical applicator with the Pennsylvania Department of Agriculture, and demonstrate a proven track record of providing high-quality tree care services in compliance with industry standards and local regulations.

Scope details, submission requirements, and detailed specifications are provided below.

Completed bids must be submitted by the date and time posted to the solicitation profile on PennBid.net

All interested firms are encouraged to review the bid package thoroughly and submit questions through PennBid.net.

Job Scope

Required Bonding – See Exhibit F Construct project per plans and specifications provided in Appendix A

Equipment Product Requirements

Contractor must meet equipment minimum as follows:

N/A

Technical Submittal

Attachment A Bidder’s Written Bid (Scope) Narrative

Attachment B Equipment List – meets or exceeds above requirements

Disclaimer: Bids must include scope narrative for consideration.

Performance Requirements

All tree-related operations performed under this contract shall conform to the most current applicable ANSI standards, including but not limited to ANSI Z60.1 (Nursery Stock), ANSI A300 (Tree Care Operations), and the International Society of Arboriculture (ISA) Best Management Practices.

All personnel performing arboricultural operations shall comply with ANSI Z133 (Safety Requirements for Arboricultural Operations).

The CONTRACTOR will receive tree-specific work assignments through the City’s Geographic Information System (GIS), which will identify each tree and specify the required maintenance practice for that location.

Upon completion of each assigned task, the CONTRACTOR shall provide photographic documentation and update the City’s Geographic Information System (GIS) with the completed work information.

The CONTRACTOR is responsible for the disposal of all debris resulting from this work at appropriate locations of their choosing. The CONTRACTOR may be required to provide information on these locations upon request.

The CONTRACTOR is responsible for restoring any ruts, soil displacement, turf disturbance, or other site impacts resulting from their operations.

The CONTRACTOR is responsible for stump grinding, removing wood chips, and backfilling with topsoil to prep site for replacement plantings.

The CONTRACTOR will install appropriate replacement street trees, of at least 1 ½ -inch caliper, for locations where removals have occurred. In keeping with the requirements of this funding, a 1:1 replacement ratio shall be maintained annually.

The CONTRACTOR is expected to make scheduled return visits to replacements and provide tree care in the form of watering, mulching, and pruning to reduce tree mortality.

The CONTRACTOR may be required to provide tree pit expansions at applicable sites.

Sidewalk and concrete repair are strictly prohibited.

The CONTRACTOR is responsible for notifying Harrisburg City Parking Enforcement (717-255-3141 or parking@harrisburgpa.gov) and/or SP+ Park Harrisburg (717-234-2274) at least two (2) business days in advance to request temporary “No Parking” signage. If no suitable installation points are available at the work site (e.g., existing signs, utility poles, or other approved fixtures), the CONTRACTOR shall provide an appropriate location or temporary post to allow the Parking Authority to install the required signage.

o It is highly recommended, though not required, that the CONTRACTOR coordinate tree-care operations with the City’s established street-cleaning parking restriction schedule to reduce parking conflicts and improve work efficiency.

If necessary to close the entire street, the CONTRACTOR is responsible to notify the Office of the City Engineer to close a street within the City of Harrisburg at least 3 business days prior to the planned closure. The city engineer will inspect the location, review the proposed detour and traffic control plans and approve or disapprove your request. Please note that you are responsible for the actual physical closure and must follow all city, state and federal regulations in respect to Work Zone Traffic Control. Refer to PennDOT Pub 213 (67 PA Code, Chapter 212).

No person, firm or corporation shall set a crane in any public right-of-way within the City of Harrisburg without first obtaining a permit, therefore, from the Office of the City Engineer. A Crane Setting Permits will be valid for up to seven (7) days from the date of issue or as agreed upon by the Office of the City Engineer.

Prior to any excavation or use of mechanized equipment, the CONTRACTOR shall comply with Pennsylvania One Call requirements by contacting 8 1 1 at least three (3) business days before commencing work to verify the presence and location of underground utilities.

Bidders are required to employee and minimum of 6 crewmembers assigned to this project, 1 of which is certified through the International Society of Arboriculture (ISA), and/or; deploy subcontractors to meet this requirement no more than 60 days of notice to proceed.

The CONTRACTOR is expected to dedicate a minimum of twenty four (24) hours per week to this project to maintain schedule and production goals established by the City.

Bidders must demonstrate a minimum of three (3) prior service contracts with documented experience performing the type of arboricultural work described in this Invitation for Bids

(IFB).

Contractor Parking/ Traffic Management

The CONTRACTOR is responsible for notifying Harrisburg City Parking Enforcement (717- 255-3141 or parking@harrisburgpa.gov) and/or SP+ Park Harrisburg (717-234-2274) at least two (2) business days in advance to request temporary “No Parking” signage. If no suitable installation points are available at the work site (e.g., existing signs, utility poles, or other approved fixtures), the CONTRACTOR shall provide an appropriate location or temporary post to allow the Parking Authority to install the required signage.

It is highly recommended, though not required, that the CONTRACTOR coordinate tree-care operations with the City’s established street-cleaning parking restriction schedule to reduce parking conflicts and improve work efficiency.

If necessary to close the entire street, the CONTRACTOR is responsible to notify the Office of the City Engineer to close a street within the City of Harrisburg at least 3 business days prior to the planned closure. The city engineer will inspect the location, review the proposed detour and traffic control plans and approve or disapprove your request. Please note that you are responsible for the actual physical closure and must follow all city, state and federal regulations in respect to Work Zone Traffic Control. Refer to PennDOT Pub 213 (67 PA Code, Chapter 212).

Instructions To Bidders

1. Bidders are required to attend a mandatory site visit and attach all requirements with bid submissions.

2. The length of Contract will be approximately September 1st, 2026 through September 1, 2029, and subject to annual appropriation.

3. Sealed Bids shall be submitted electronically via PennBid (www.PennBid.net) by the date and time indicated.

4. Where subcontractors are proposed, prime contractors are expected to make every effort to solicit quotes from the wider business community and available M/W/DBE providers.

5. If checked, bidders shall submit the following with bid submissions:

10% Bid Security/Bond.

Non-Collusion Affidavit

Proof of Insurance

List 1: Provide a list of at least 3 contracts, including the name of each counterparty and brief description. List only.

List 2: If subcontractors are proposed, include a list identifying each subcontractor and indicate their Minority, Women, or Disadvantaged Business Enterprise (M/W/DBE) status.

List 3: Submit a list of all subcontractors contacted during the process, noting any M/W/DBE certifications they hold.

List of Owned Equipment – See equipment requirements

List of Chemicals / Cleaning Solutions

6. The Successful Bidder (not required for bidding) is required to furnish the following:

a. Certificate of Insurance - See Required Limits under Exhibit A

b. 100% Performance Bond

c. 100% Payment Bond (where subcontractors are proposed)

d. City of Harrisburg Business/Mercantile License

e. W9

f. Conflict of Interest Disclosure

g. Litigation Disclosure

h. As a precondition of being awarded a Contract, Successful Bidder, and its subcontractor(s) are required, to provide confirmation of compliance with Act 127 of 2012, the “Public Works Employment Verification Act”..

7. Responsibility Requirements:

a. Participating bidders must perform and scope survey reviewing the full scope in order to place a bid. A bidder’s work scope must be submitted with the bid.

b. It is a requirement of this Contract that the successful bidder shall have a minimum of 3-prior service contracts for the same service type and similar work scope (landscaping).

c. Bidders, subcontractors, their workers and any persons providing labor and products to the job shall be persons lawfully permitted to work in the United States and the Commonwealth of Pennsylvania.

d. Performance Bond, when required, shall remain in effect for at least two years after final acceptance of the Work by the City of Harrisburg and final payment.

8. Pricing Schedule:

Bidders shall submit a lump sum price for services using the Pricing Schedule provided.

9. Selection:

The City of Harrisburg reserves the right to reject any or all bids and to make an award which is in the best interest of the City. The Owner fully intends to construct the work for which bids are solicited. However, the Owner specifically reserves the right, which all bidders acknowledge by submission of a bid, to reduce quantities and/or eliminate projects to meet available finances. Reduction of quantities or elimination of projects will not constitute grounds of additional or compensatory charges to the low bidder.

10. Bid Submission Checklist

a. Submit the below listed attachments with your bid submission through PennBid.net.

Item 1 Acknowledgments Questionnaire Required

Item 2 PennBid RFI Form (including all required attachments) Required

Item 3 Completed Schedule of Prices (Pricing) Required

PLEASE DOUBLE CHECK YOUR FORMS FOR COMPLETENESS BEFORE UPLAODING IN

PENNBID.

Bid Pricing Schedule

Bid Pricing Schedule

The Pricing Schedule is available and shall be completed and submitted directly through PennBid.

Bid price should be based on and incorporate all components of the job scope and related standards and requirements.

Item Work Description Qty UOM

1 Remove Tree 0"-10" DBH 50 Each

2 Remove Tree 11"-20" DBH 100 Each

3 Remove Tree 21"-30" DBH 50 Each

4 Remove Tree 31"-40" DBH 30 Each

5 Remove Tree 41"-and above" DBH 20 Each

6 Remove Stump 0"-10" DBH 50 Each

7 Remove Stump 11"-20" DBH 150 Each

8 Remove Stump 21"-30" DBH 250 Each

9 Remove Stump 31"-40" DBH 225 Each

10 Remove Stump 41"-and above" DBH 25 Each

11 Tree Pruning 1 Hour

12 Crane Rental w/ Certified Operator 1 Hour

13 Site Prep (Removing chips, backfill with topsoil) 250 Each

14 Tree Installation (≥1.5” caliper) 250 Each

15 Tree Pit Expansion (Concrete removal if applicable) 1 Hour

16 Mulching 1 Hour

17 Establishment Watering 1 Hour

Exhibits

Exhibit A Insurance Requirements for All Suppliers, Contractors and Subcontractors

CERTIFICATES OF INSURANCE SHALL BE FURNISHED FOR ALL COVERAGE LISTED BELOW IN THE

FOLLOWING MINIMUM AMOUNTS:

Type of Insurance Required Limits

1. Commercial General Liability (Per Occurrence Basis)

General Aggregate $2,000,000 Products & Completed Operations Aggregate 1,000,000 Person & Advertising Injury 1,000,000 Each Occurrence 1,000,000 Explosion, Collapse and Underground (XCU) 1,000,000 Fire Damage (Any one fire) 50,000 Medical Expense (Any one person) 5,000

2. Automobile Liability (Owned, Hired, & Non-Owned Autos

Combined Single Limit $1,000,000

3. Worker's Compensation and Employer's Liability (Statutory)

Each Accident $ 100,000 Disease - Aggregate Policy Limit 500,000 Disease - Each Employee 100,000

Deductible Limits Contractor shall be responsible for any deductible or self-insured retention.

Deductible limits shall not exceed 5% of aggregate or combined single limits stated above.

Notice of Cancellation All policies shall contain a provision that coverage affected will not be canceled, materially changed or renewal refused until at least 30 days prior written notice has been given to the certificate holder.

Certificate Holder:

City of Harrisburg 10 North 2nd Street Harrisburg, PA 17101

Exhibit B Contract Representatives

1. Representatives.

The CITY Representative for this Agreement is:

All CONTRACTOR communications pertaining to this Agreement shall be referred to the CITY’s Representative or the Representative’s designee.

The CONTRACTOR Representative for this Agreement is:

Company Representative – Position or Title Company Name Address Email

All CITY communications pertaining to this Agreement shall be referred to the CONTRACTOR Representative. All correspondence to CONTRACTOR shall be addressed to the address or e-mail address set forth on page one of this Agreement. Unless otherwise provided in this Agreement, all correspondence to the CITY shall be addressed to the CITY Representative.

Exhibit C Special Clauses

[To be completed by the City Representative:]

Prevailing Wage Act

The services provided under this Agreement constitute “public works” under Pennsylvania Statute

Title 43 Chapter 5A. Pennsylvania Prevailing Wage Act meaning construction, reconstruction, demolition, alteration and/or repair work other than maintenance work, done under contract and paid for in whole or in part out of the funds of a public body where the estimated cost of the total project is in excess of twenty-five thousand dollars ($25,000), but shall not include work performed under a rehabilitation or manpower training program [check if applicable]:

Public Works projects in an amount exceeding $25,000

Liquid Fuels Funds

The services provided under this Agreement constitute “construction or maintenance” under Pennsylvania Administrative Code 67 Pa. Code § 449.9 Liquid Fuels Tax Funds Construction and maintenance contracts and are funded by State Liquid Fuel Funds [check if applicable]:

Construction or maintenance projects in an amount exceeding $10,000

City received PennDOT authorization Project Approval Form MS-329

Davis-Bacon Act

The services provided under this Agreement constitute services funded by a federal grant or loan monies for the construction, alteration, or repair (including painting and decorating) of public buildings or public works, municipalities must comply with the wage rates and record keeping procedures established by the Davis-Bacon Act [check if applicable]: N/A

Construction Project costs exceed $2,000 and federal funds supply more than 25 percent of the total project cost

Steel Products Procurement Act

The services provided under this Agreement constitute a public works project and require steel products as defined under Pennsylvania Statutes 73 P.S. § 1886. Steel products require certification of the source of steel products used to confirm production in the United States [check if applicable]:

Public Works project requiring steel products

Separation Act

The services provided under this Agreement constitute a project preparing for the erection, construction, and alteration of any public building and include at least two of the trade categories plumbing, heating, ventilation, and electric work [check if applicable]: N/A

Public Buildings project in an amount exceeding $20,100

Grant Requirements

The services provided under this Agreement are funded by [check if applicable]:

X Federal Grant

State Grant

Local or County Grant

Exhibit D Manner of Payment

1. CONTRACTOR’s Compensation. The service fee paid to the CONTRACTOR for the performance of all services set forth in the Invitation to Bid / Scope of Services, including normal revisions (hereafter the “Services”), for a bi-weekly service period in accordance contractor’s base bid price, shall not exceed the total sum of

$ (Base Bid Lump Sum)

2. Billable Rates. CONTRACTOR shall be paid bi-weekly for the performance of services as fulfilled according to the scope in the Invitation to Bid / Scope of Services at the rate proposed in contractor bid form section titled “Bid Pricing Schedule”, attached hereto and incorporated herein.

3. CONTRACTOR’s Reimbursable Expenses. Reimbursable expenses are not allowable under this agreement.

4. Payments to CONTRACTOR.

A. Payments to CONTRACTOR shall be made within a reasonable time after receipt of CONTRACTOR’s invoice, in proportion to services performed or as otherwise specified in the Inv. CONTRACTOR may request payment on a monthly or bi-weekly basis. The City operates on a bi-weekly check run schedule and cannot rush payments on invoices that are received late. CONTRACTOR shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of CITY.

B. All invoices submitted by CONTRACTOR shall contain the following information:

1. Company Name

2. Company Contact and Phone number

3. Purchase Order as received by the City referencing this agreement

4. CONTRACTOR’s Invoice Number

5. Date of Invoice Issuance

6. CITY contract representative identified on the Purchase Order

7. CONTRACTOR’s remit address for payment

8. Amount of Invoice

9. Total Billed to Date under Agreement

C. Invoices that do not conform to the format outlined above shall be returned to the

CONTRACTOR for correction. CITY shall not be responsible for delays in payment to CONTRACTOR resulting from CONTRACTOR’s failure to comply with the invoice format described above. The City will issue payment Net 30-45 from the invoice date or receipt date whichever comes last.

D. Submitting Invoices:

Email. Submit email invoices and any attachments to:

Cody Legge, City Forester City of Harrisburg clegge@harrsiburgpa.gov

5. Additional Services. Additional Services are those services related to the scope of services of CONTRACTOR set forth in the scope and specifications for this solicitation but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Change Order Agreement authorizing the Additional scope is approved by CITY in accordance with CITY’s Change Order Agreement procedures. CITY reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform the Additional Services.

6. Accounting Records of CONTRACTOR. During performance of this Agreement and for a period of three (3) years after completing all Services and Additional Services hereunder, CONTRACTOR shall maintain all accounting and financial records related to this Agreement, including, but not limited to, records of CONTRACTOR’s costs for all Services and Additional Services performed under this Agreement and records of CONTRACTOR’s Reimbursable Expenses, in accordance with generally accepted accounting practices, and shall keep and make the records available for inspection and audit by representatives of the CITY upon reasonable written notice.

7. Taxes. CONTRACTOR shall pay, when and as due, any and all taxes incurred as a result of CONTRACTOR’s compensation hereunder, including estimated taxes, and shall provide CITY with proof of the payment upon request. CONTRACTOR hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of CONTRACTOR’s breach of this Section 7.

Exhibit E Facilities and Equipment to Be Provided by City

Not furnish any facilities or equipment for this agreement; or

X Furnish the following facilities or equipment for the Agreement [list, if applicable]:

Where existing post mounted signs (including but not limited to stop signs, street name signs, bus stop signs) are to be removed and/or reset to accommodate the construction of ADA complaint ramps, the City may desire new sign materials to be utilized. If desired, the City will provide Contractor with the necessary flat sheet signs, breakaway steel posts, aluminum bolts, nuts and anti-theft hardware.

Exhibit F Required Bonds

Bid Bond

Not required.

Payment Bond

100% Performance Bond required, if applicable. (Only if subcontractors are hired)

Performance Bonds

100% Performance Bond required.

Maintenance Bonds

Not Required.

Exhibit G General Provisions

1. Independent Contractor.

A. It is understood and agreed that CONTRACTOR (including CONTRACTOR’s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither CONTRACTOR nor CONTRACTOR’s assigned personnel shall be entitled to any benefits payable to employees of CITY. CITY is not required to make any deductions or withholdings from the compensation payable to CONTRACTOR under the provisions of this Agreement, and CONTRACTOR shall be issued a Form 1099 for its services hereunder. As an independent contractor, CONTRACTOR hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of CONTRACTOR’s employees or by any third party, including but not limited to any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Agreement or by reason of the nature and/or performance of any Services under this Agreement. (As used in this Exhibit H, the term “Services” shall include both Services and Additional Services as such terms are defined elsewhere in this Agreement.)

B. It is further understood and agreed by the parties hereto that CONTRACTOR, in the performance of its obligations hereunder, is subject to the control and direction of CITY as to the designation of tasks to be performed and the results to be accomplished under this Agreement, but not as to the means, methods, or sequence used by CONTRACTOR for accomplishing such results. To the extent that CONTRACTOR obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Agreement, this use shall be at the CONTRACTOR’s sole discretion based on the CONTRACTOR’s determination that such use will promote CONTRACTOR’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Agreement, the CITY does not require that CONTRACTOR use CITY facilities, equipment or support services or work in CITY locations in the performance of this Agreement.

C. If, in the performance of this Agreement, any third persons are employed by CONTRACTOR, such persons shall be entirely and exclusively under the direction, supervision, and control of CONTRACTOR. Except as may be specifically provided elsewhere in this Agreement, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by CONTRACTOR. It is further understood and agreed that CONTRACTOR shall issue W-2 or 1099 Forms for income and employment tax purposes, for all of CONTRACTOR’s assigned personnel and subcontractors.

D. The provisions of this Section 1 shall survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to create an exclusive relationship between CITY and CONTRACTOR. CONTRACTOR may represent, perform services for, or be employed by such additional persons or companies as CONTRACTOR sees fit provided that CONTRACTOR does not violate the provisions of Section 5, below.

2. Licenses; Permits, Etc. CONTRACTOR represents and warrants that CONTRACTOR has all licenses, permits, City Business Privilege/Mercantile License, qualifications, and approvals of whatsoever nature that are legally required for CONTRACTOR to practice its profession or provide any services under the Agreement. CONTRACTOR represents and warrants that CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for CONTRACTOR to practice its profession or provide such Services.

3. Time. CONTRACTOR shall devote such time and effort to the performance of Services pursuant to this Agreement as is necessary for the satisfactory and timely performance of CONTRACTOR’s obligations under this Agreement. Neither party shall be considered in default of this Agreement, to the extent that party’s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party.

4. CONTRACTOR Not Agent. Except as CITY may specify in writing, CONTRACTOR and CONTRACTOR’s personnel shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR and CONTRACTOR’s personnel shall have no authority, express or implied, to bind CITY to any obligations whatsoever.

5. Confidentiality of CITY Information. During performance of this Agreement, CONTRACTOR may gain access to and use CITY information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the CITY. CONTRACTOR agrees to protect all City Information and treat it as strictly confidential, and further agrees that CONTRACTOR shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party without the prior written consent of CITY. A violation by CONTRACTOR of this Section 6 shall be a material violation of this Agreement and shall justify legal and/or equitable relief.

6. CONTRACTOR Information.

A. CITY shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by CONTRACTOR pursuant to this Agreement. In this Agreement, the term “information” shall be construed to mean and include: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, Photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. CONTRACTOR shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by CITY.

B. CONTRACTOR shall fully defend, indemnify and hold harmless CITY, its officers and employees, and each and every one of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by CONTRACTOR pursuant to this Agreement infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. CITY shall make reasonable efforts to notify CONTRACTOR not later than ten (10) days after CITY is served with any such claim, action, lawsuit or other proceeding, provided that CITY’s failure to provide such notice within such time period shall not relieve CONTRACTOR of its obligations hereunder, which shall survive any termination or expiration of this Agreement.

C. All proprietary and other information received from CONTRACTOR by CITY, whether received in connection with CONTRACTOR’s proposal to CITY or in connection with any Services performed by CONTRACTOR, will be disclosed upon receipt of a request for disclosure, pursuant to the Pennsylvania Right to Know Law; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to CITY, CITY shall give notice to CONTRACTOR of any request for the disclosure of such information. The CONTRACTOR shall then have five (5) days from the date it receives such notice to enter into an agreement with the CITY, satisfactory to the City Solicitor, providing for the defense of, and complete indemnification and reimbursement for all costs (including plaintiff’s attorney fees) incurred by CITY in any legal action to compel the disclosure of such information under the Pennsylvania Right to Know Law. The CONTRACTOR shall have sole responsibility for defense of the actual “trade secret” designation of such information.

D. The parties understand and agree that any failure by CONTRACTOR to respond to the notice provided by CITY and/or to enter into an agreement with CITY, in accordance with the provisions of subsection C, above, shall constitute a complete waiver by CONTRACTOR of any rights regarding the information designated “trade secret” by CONTRACTOR, and such information shall be disclosed by CITY pursuant to applicable procedures required by the Right to Know Law.

7. Standard of Performance. CONTRACTOR shall perform all Services required pursuant to this Agreement in the manner and according to the standards currently observed by a competent practitioner of CONTRACTOR’s profession in Pennsylvania. All products of whatsoever nature that CONTRACTOR delivers to CITY pursuant to this Agreement shall be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in CONTRACTOR’s profession and shall be provided in accordance with any schedule of performance specified in this Agreement. CONTRACTOR shall assign only competent personnel to perform Services pursuant to this Agreement.

CONTRACTOR shall notify CITY in writing of any changes in CONTRACTOR’s staff assigned to perform the Services required under this Agreement, prior to any such performance. In the event that CITY, at any time during the term of this Agreement, desires the removal of any person assigned by CONTRACTOR to perform Services pursuant to this Agreement, because CITY, in its sole discretion, determines that such person is not performing in accordance with the standards required herein, CONTRACTOR shall remove such person immediately upon receiving notice from CITY of the desire of CITY for the removal of such person.

8. Term; Suspension; Termination.

A. This Agreement shall become effective on the date that it is approved by both parties, set forth on the first page of the Agreement, and shall continue in effect until both parties have fully performed their respective obligations under this Agreement, unless sooner terminated as provided herein.

B. CITY shall have the right at any time to temporarily suspend CONTRACTOR’s performance hereunder, in whole or in part, by giving a written notice of suspension to CONTRACTOR.

If CITY gives such notice of suspension, CONTRACTOR shall immediately suspend its activities under this Agreement, as specified in such notice.

C. CITY shall have the right to terminate this Agreement at any time by giving a written notice of termination to CONTRACTOR. If CITY gives such notice of termination, CONTRACTOR shall immediately cease rendering Services pursuant to this Agreement. If CITY terminates this Agreement:

i. CONTRACTOR shall, not later than five (5) days after such notice of termination, deliver to CITY copies of all information prepared pursuant to this Agreement.

9. CITY shall pay CONTRACTOR the reasonable value of Services rendered by CONTRACTOR prior to termination; provided, however, CITY shall not in any manner be liable for lost profits that might have been made by CONTRACTOR had the Agreement not been terminated or had CONTRACTOR completed the Services required by this Agreement. In this regard, CONTRACTOR shall furnish to CITY such financial information as in the judgment of the CITY is necessary for CITY to determine the reasonable value of the Services rendered by CONTRACTOR. The foregoing is cumulative and does not affect any right or remedy that CITY may have in law or equity.

10. Indemnity. CONTRACTOR shall defend, hold harmless and indemnify CITY and its agents, its officers, employees, and elected and appointed officials from and against any and all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, costs and expenses of every type and description, including, but not limited to, any fees and/or costs reasonably incurred by CITY’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including but not limited to Liabilities arising from personal injury or death, damage to personal, real or intellectual property or the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Agreement by CONTRACTOR, any subcontractor or agent, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, whether or not (i) such Liabilities are caused in part by a party indemnified hereunder or (ii) such Liabilities are litigated, settled or reduced to judgment; provided that the foregoing indemnity does not apply to liability for any damage or expense for death or bodily injury to persons or damage to property to the extent arising from the sole negligence or willful misconduct of CITY, its agents, servants, or independent contractors who are directly responsible to CITY, except when such agents, servants, or independent contractors are under the direct supervision and control of CONTRACTOR.

A. Insurance Policies; Intellectual Property Claims: The existence or acceptance by CITY of any of the insurance policies or coverages described in this Agreement shall not affect or limit any of CITY’s rights under this Section 10, nor shall the limits of such insurance limit the liability of CONTRACTOR hereunder. This Section 10 shall not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of Section6.B., above. The provisions of this Section 10 shall survive any expiration or termination of this Agreement.

11. Entire Agreement. This document, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. No alteration to the terms of this Agreement shall be valid unless approved in writing by CONTRACTOR, and by CITY, in accordance with applicable provisions of the Harrisburg City Code.

12. Severability. If any portion of this Agreement or the application thereof to any person or circumstance shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

13. Waiver. Neither CITY acceptance of, or payment for, any Service or Additional Service performed by CONTRACTOR, nor any waiver by either party of any default, breach or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder.

14. Applicable Law & Jurisdiction. This Agreement shall be governed, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict of law provisions thereof. Each party hereto consents to the exclusive jurisdiction of the state courts of Pennsylvania situate in the County of Dauphin, Pennsylvania or in the United States

District Court for the Middle District of Pennsylvania for any litigation that may arise out of this Agreement and each party hereto waives any objection based on forum non conveniens or any other objection to such venue. The United Nations Convention on Contracts for Sale of Goods shall not apply.

15. Assignment. The expertise and experience of CONTRACTOR are material considerations for this Agreement. CITY has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on CONTRACTOR under this Agreement.

In recognition of this interest, CONTRACTOR shall not assign any right or obligation pursuant to this Agreement without the written consent of the CITY. Any attempted or purported assignment without CITY’s written consent shall be void and of no effect. Any assignment consented to by the CITY shall be evidenced by a written assignment agreement executed by CONTRACTOR and its assignee in which the assignee agrees to be legally bound by all of the terms and conditions of the original Agreement and to assume the duties, obligations, and responsibilities being assigned.

16. Binding Effect. This Agreement shall be binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 15, above.

17. Taxes. CONTRACTOR shall pay, when and as due, any and all taxes incurred as a result of CONTRACTOR’s compensation hereunder, including estimated taxes, and shall provide CITY with proof of such payment upon request. CONTRACTOR is responsible for all tax reporting and withholding of all taxes including, but not limited to, federal, state or local taxes, Social Security or other taxes. CONTRACTOR agrees to hold the City of Harrisburg harmless from the assessment of any and all taxes due and payable by CONTRACTOR arising from compensation received from the City of Harrisburg. CONTRACTOR hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of CONTRACTOR’s breach of this Section 17.

18. Standard of Conduct. In order to protect the City of Harrisburg’s good will, CONTRACTOR agrees that CONTRACTOR will behave and conduct himself reasonably, prudently, and courtesy and in such a manner so as not to reflect adversely upon the City of Harrisburg and will perform, at all times, faithfully, industriously, and to the best of his ability, experience and talents, perform all duties that may be require of his pursuant to the expressed and implicit terms of this Agreement. CONTRACTOR agrees to comply with all statues, regulations and ordinances of the United States, of the Commonwealth of Pennsylvania, and the City of Harrisburg, and all other applicable rules and regulations.

19. Non-Discrimination. Neither CONTRACTOR nor the City of Harrisburg shall discriminate against any person because of age, race, color, religious creed, religion, ancestry, national origin, sexual orientation, or disability.

20. Confidentiality. CONTRACTOR agrees that he shall not divulge, without the consent of the City of Harrisburg, any confidential or proprietary information of the City of Harrisburg and he shall keep confidential any information produced or obtained in the course of the performance of this Agreement except with the consent of the City of Harrisburg or as required by law. Any material or information developed, prepared, produced or compiled in the course of this Agreement by CONTRACTOR shall be owned by the City of Harrisburg, whether written or electronic or any other form.

Exhibit H Bid Components for City Services Agreement

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Appendices

APPENDICES

Appendix A – Project Attachments

APPENDIX A

Prevailing Wage Rates