HomeMy WebLinkAboutEocene Contract for Planning (BPW approved 6/26/24) Tree Canopy Assesssment, Tree Inventory, & Forestry Work Plan City of Jeffersonville
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within 48 hrs of execution.
Date Submitted to Clerk:.
Department: ? cAr\ \� cm n $
Vendor Name: c Oc r e v‘f or\ \ r 1 1-'njC'
Sign Date:
Ending Date: ko, ' O3-5
Amount of Original Contract: 3 3 \ e 0
Is this an amendment or change order
to original contract? Yes or tiol
Amended Contract Amount:
Purpose: rce ea?lop/ i43sess.v.gi-N T-C-
Z-, �-Por-e Art/ (,vo r,r Plan
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MSA
MASTER SERVICE AGREEMENT
MSA EOCFUD002193
THIS MASTER SERVICE AGREEMENT(this"Agreement")is made as of July 22,2024(the"Effective Date")by
and between Eocene Environmental Group,Inc..,an Iowa corporation,and City of Jeffersonville,a(n)IN corporation
("CUSTOMER"). Eocene Environmental Group and CUSTOMER collectively, the "Parties" and individually, a
"Party".
WHEREAS, CUSTOMER desires that Eocene Environmental Group, from time to time,provide certain contracted
services as set forth in this Agreement,and Eocene Environmental Group desires to perform such services on behalf
of CUSTOMER on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the terms hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:
1. Definitions; Interpretation. Terms defined Parties of master/servant, principal/agent, or
in the preceding paragraphs of this Agreement have employer/employee. To the contrary,the relationship
the meanings given to them in such paragraphs.Terms of the Parties is strictly that of an independent
defined elsewhere in this Agreement(whether or not contractor providing professional services, and the
capitalized) or in any Schedule or Exhibit to this Parties will have no authority to:(i)make any binding
Agreement have the meanings given to them where decision for, or on behalf of, the other Party, or (ii)
they are defined.Terms set forth in Appendix Ito this commit the other Party to any contract, obligation,
Agreement have the meanings given to them in debt, or other liability. None of the benefits that
Appendix I(whether or not such terms are capitalized CUSTOMER provides to its employees including,
in this Agreement).The rules of interpretation set forth without limitation, compensation, insurance,
in Appendix I shall apply to this Agreement. unemployment compensation or workers'
compensation, will be made available or provided to
2. Services to be Provided. During the Term, Eocene Environmental Group. The fees paid to
and subject to the terms and conditions contained Eocene Environmental Group pursuant to this
herein, Eocene Environmental Group agrees to Agreement and any Work Order will not be subject to
provide to CUSTOMER the services(the"Services") any federal, state, or local withholding, and Eocene
described under the Scope of Work in Schedule A(the Environmental Group will not be treated as an
"Work Order"), which is incorporated by reference employee of CUSTOMER for federal, state or local
and made a part of this Agreement, and in such tax purposes. Eocene Environmental Group shall be
additional Work Orders as may be executed by each of responsible for filing all necessary federal, state, and
the Parties from time to time pursuant to this local taxes,including the timely payment of applicable
Agreement. income taxes and self-employment taxes.
3. Rate of Payment for Services. Unless 6. Out of Pocket Expenses.No costs,expenses
otherwise provided in this Agreement CUSTOMER or liabilities of Eocene Environmental Group
will pay Eocene Environmental Group for the Services ("Expenses")shall be reimbursed unless expressly set
as set forth in the Fees section of the Work Order. forth in a Work Order or otherwise approved by
CUSTOMER. Each invoice will include, and
4. Invoices and Payment. During the Term of CUSTOMER shall reimburse Eocene Environmental
this Agreement, unless sooner terminated, Eocene Group for,all such Expenses incurred in providing the
Environmental Group shall prepare and submit to Services to CUSTOMER under each Work Order.
CUSTOMER a reasonably itemized invoice covering
the Services rendered by Eocene Environmental 7. Term and Termination. This Agreement
Group. Invoices shall be submitted to and paid by shall commence on the Effective Date and shall
CUSTOMER in accordance within thirty(30)days of continue for the Term unless this Agreement is
the invoice date, unless otherwise agreed to in the terminated as provided in this Section.
Work Order.
(a)No Outstanding Work Orders.Either Party
5. Taxes. Nothing in this Agreement shall be may terminate this Agreement by providing the other
construed as creating a relationship between the Party with at least sixty(60)days prior written notice
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of termination if there are no outstanding Work limiting the generality of the foregoing, upon such
Orders. termination, CUSTOMER shall, upon receipt of an
invoice from Eocene Environmental Group, pay
(b)Payment Default. If CUSTOMER defaults Eocene Environmental Group for Services actually
in the payment of any amount due under any Work rendered prior to the effective date of such termination
Order and does not cure such default within ten (10) and all other costs, including, but not limited to,
days after Eocene Environmental Group gives written personnel costs, incurred in preparation to provide
notice of such default, then Eocene Environmental Services.Charges will be based on time expended for
Group may terminate the Work Order or this all incomplete tasks as listed in the applicable Work
Agreement (and thereby all Work Orders) by Order, and all completed tasks will be charged as
providing written notice of termination to indicated in the applicable Work Order. Upon
CUSTOMER of Eocene Environmental Group's termination of this Agreement, both Parties agree to
election to terminate the Work Order or this return to the other all property (including any
Agreement(and thereby all Work Orders). Confidential Information) of the other Party that it
may have in its possession or control.
(c) Material Breach. If either Party materially
defaults in the performance of any term of a Work 8. CUSTOMER Obligations. CUSTOMER
Order or this Agreement(other than by nonpayment as will provide timely cooperation and assistance to
described in subsection (b) above) and does not cure Eocene Environmental Group with respect to its
such default within thirty (30) days after receiving performance of the Services, including the following:
written notice of such default,then the non-defaulting access to CUSTOMER personnel, systems,
Party may terminate the Work Order or this information, and property (including all locations
Agreement (and thereby all Work Orders) by identified in a Work Order) required for Eocene
providing to the defaulting Party written notice of Environmental Group to perform its obligations
termination of the Work Order or this Agreement(and hereunder.
thereby all Work Orders)and the effective date of such
termination. 9. Staff. Eocene Environmental Group is an
independent contractor, and neither Eocene
(d)Bankruptcy or Insolvency. In the event a Environmental Group nor Eocene Environmental
Party: (1) makes a general assignment of all or Group's staff is, or shall be deemed to be, employed
substantially all of its assets for the benefit of its by CUSTOMER. CUSTOMER is hereby contracting
creditors;(2)applies for,consents to,or acquiesces in with Eocene Environmental Group for the Services
the appointment of a receiver, trustee, custodian, or described in a Work Order and Eocene Environmental
liquidator for its business or all or substantially all of Group reserves the right to determine the method,
its assets; (3) files, or consents to or acquiesces in, a manner and means by which the Services will be
petition seeking relief or reorganization under any performed. The Services shall be performed by
bankruptcy or insolvency Laws; or (4) a petition Eocene Environmental Group or Eocene
seeking relief or reorganization under any bankruptcy Environmental Group's staff, and CUSTOMER shall
or insolvency Laws is filed against such Party and is not be required to hire,supervise or pay any assistants
not dismissed within sixty(60)days after it was filed; to help Eocene Environmental Group perform the
then this Agreement shall terminate immediately Services under this Agreement. Except as otherwise
without notice or further action by the other Party. provided in a Work Order, all materials used in
providing the Services shall be provided by Eocene
(e) Termination for Convenience. Eocene Environmental Group.
Environmental Group may terminate any Work Order
or this Agreement (and thereby all Work Orders) at 10. Confidential Information.
any time, with or without cause, upon providing
CUSTOMER thirty(30)days prior written notice. (a)Obligations. Each Party hereto may receive
from the other Party from time to time Confidential
(I) Effect of Termination; Return of Information of the other Party.Each Party shall protect
Property. Notwithstanding the termination of this all Confidential Information of the other Party with the
Agreement, the Parties shall be required to carry out same degree of care as it uses to avoid unauthorized
all provisions which contemplate performance by use,disclosure,publication or dissemination of its own
them subsequent to such termination, and such Confidential Information of a similar nature,but in no
termination shall not affect any liability or obligation event less than a commercially reasonable degree of
which shall accrue prior to such termination. Without care.Without limiting the generality of the foregoing,
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each Party hereto agrees not to disclose or permit any (ii)as otherwise required by Law;(iii)to legal counsel
other person or entity access to the other Party's of the Parties; (iv) in confidence, to accountants,
Confidential Information except such disclosure or banks, financing sources and their advisors; (v) in
access shall be permitted to an employee, agent, connection with the enforcement of this Agreement or
representative or independent contractor of such Party rights under this Agreement; or(vi) in confidence, in
requiring access to the same in order to perform his or connection with a merger or acquisition or proposed
her employment or the Services. Each Party shall merger or acquisition,or the like.
ensure that their employees, agents, representatives,
and independent contractors are advised of the (e) Confidential Information. All right, title
confidential nature of the Confidential Information and interest in and to any Confidential Information of
and are precluded from taking any action prohibited Eocene Environmental Group shall remain the
under this Section 10.Further,each Party agrees not to property of Eocene Environmental Group,whether or
alter or remove any identification, copyright or other not supplied to CUSTOMER.
proprietary rights notice which indicates the
ownership of any part of such Confidential 11. Project Managers. Each Party shall
Information by the other Party. A Party hereto shall designate one of its employees to be its Project
undertake to immediately notify the other Party in Manager under each Work Order, who shall act for
writing of all circumstances surrounding any that Party on all matters under the Work Order. Each
possession, use or knowledge of Confidential Party shall notify the other in writing of any
Information at any location or by any Person other replacement of a Project Manager. The Project
than those authorized by this Agreement. Managers for each Work Order shall meet as often as
either one requests to review the status of the Work
(b)Know-How. For the avoidance of doubt, Order.
neither Eocene Environmental Group nor
CUSTOMER shall be prevented from making use of 12. Warranties and Disclaimers.
know-how and principles learned or experience gained
of a non-proprietary and non-confidential nature. (a)Mutual Warranties. Each Party represents
and warrants to the other Party that:(1)such Party has
(c) Remedies. Each of the Parties hereto agree the full corporate right, power and authority to enter
that if any of them, their officers, employees, agents, into this Agreement and to perform the acts required
representatives, independent contractors or any other of it hereunder; (2) the execution of this Agreement,
Person obtaining access to the Confidential by such Party, and the performance by such Party of
Information of the other Party by, through or under a its obligations and duties hereunder, do not and will
Party, breaches any provision of this Section 10, the not violate any agreement to which such Party is a
non-breaching Party shall be entitled to exercise any party or by which it is otherwise bound under any
and all rights and remedies available to it,at law or in applicable Law,rule or regulation; (3)when executed
equity,including temporary and permanent injunctive and delivered by such Party, this Agreement will
relief against the breaching Party, its officers, agents, constitute the legal, valid and binding obligation of
representatives and independent contractors, or, such Party, enforceable against such Party in
employees, agents, representatives and independent accordance with its terms; and (4) such Party
contractors, or such other Person. The provisions of acknowledges that the other Party makes no
this Section 10 shall survive the expiration or representations, warranties or agreements related to
termination of this Agreement for any reason. the subject matter hereof that are not expressly
provided for in this Agreement.
(d)Confidentiality of Agreement. Both Parties
agree that the terms and conditions of this Agreement (b)Eocene Environmental Group Indemnity.
and each Work Order shall be treated as Confidential Eocene Environmental Group agrees to indemnify,
Information and that no reference to the terms and defend, and hold harmless CUSTOMER and its
conditions of this Agreement or any Work Order or to directors, officers, employees, agents and
activities pertaining thereto can be made in any form representatives from and against any and all third party
without the prior written consent of the other Party; claims,damages,liabilities,fines,penalties,costs and
provided, however, that the general existence of this expenses (including reasonable attorneys' fees) to
Agreement shall not be treated as Confidential which CUSTOMER may be subjected as a direct
Information and that either Party may disclose the result of Eocene Environmental Group's: (i)negligent
terms and conditions of this Agreement or any Work operations or the negligent provision of Services, (ii)
Order: (i)as required by any Governmental Authority; material breach of this Agreement, or (iii)
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performance hereunder in a manner that is negligent or any technical, executive, management or marketing
willfully improper. employees of the other Party who became known to
such Party in the performance of this Agreement.For
(c) CUSTOMER Indemnity. CUSTOMER purposes of this Section,solicitation shall not include
agrees to indemnify, defend, and hold harmless the use of"help wanted" or similar advertising or a
Eocene Environmental Group, its directors, officers, referral from a recruiting or employment agency.
employees, agents and representatives from and
against any and all third party claims, damages, 14. Applicable Law. Eocene Environmental
liabilities, fines, penalties, costs and expenses Group shall comply with all applicable Law in
(including reasonable attorneys' fees) to which performing the Services. This Agreement shall be
Eocene Environmental Group may be subjected as a construed in accordance with the Laws of the State of
result of CUSTOMER's: (i)operations,(ii)breach of Iowa. EACH OF THE PARTIES HEREBY
this Agreement, or (iii) performance hereunder in a IRREVOCABLY SUBMITS TO THE
manner that is negligent or willfully improper. EXCLUSIVE JURISDICTION OF THE COURTS
OF THE STATE OF IOWA IN ANY ACTION OR
(d)Limitation on Damages.With respect to all PROCEEDING ARISING OUT OF OR
claims, actions and causes of action arising out of, RELATING TO THIS AGREEMENT OR ANY
under or in connection with this Agreement and all AGREEMENT, DOCUMENT, OR
Work Orders, and whether or not such damages are INSTRUMENT CONTEMPLATED HEREBY,
foreseen,neither Party will be liable for any amounts AND EACH PARTY HEREBY IRREVOCABLY
for indirect, incidental, special, consequential AGREES THAT ALL CLAIMS WITH RESPECT
(including lost profits,lost revenue,or damages for the TO ANY SUCH ACTION OR PROCEEDING
loss of data), exemplary or punitive damages of the MAY BE HEARD AND DETERMINED IN ANY
other Party or any third parties.Moreover,in no event SUCH COURT. EACH OF THE PARTIES
shall Eocene Environmental Group's aggregate IRREVOCABLY WAIVES ANY OBJECTION,
liability arising out of or relating to this Agreement INCLUDING ANY OBJECTION TO THE
(including negligence) or otherwise exceed Five LAYING OF VENUE OR BASED ON THE
Million Dollars($5,000,000.00). GROUNDS OF FORUM NON CONVENIENS,
WHICH IT MAY NOW OR HEREAFTER HAVE
(e) Statute of Limitations. CUSTOMER shall TO THE BRINGING OF ANY ACTION OR
not assert a claim against Eocene Environmental PROCEEDING IN SUCH RESPECTIVE
Group more than one (1)year after the date that such JURISDICTION. EACH OF THE PARTIES
claim arose. IRREVOCABLY CONSENTS TO THE
SERVICE OF ANY AND ALL PROCESS IN ANY
(f) Disclaimer on Inspections. The purpose of SUCH ACTION OR PROCEEDING BROUGHT
any inspections under this Agreement is to assess tree- IN ANY SUCH COURT BY SENDING OR
related risk to overhead electric utility infrastructure DELIVERING A COPY OF THE PROCESS TO
by tree failure as accurately and consistently as EACH PARTY, AT ITS ADDRESS SPECIFIED
possible, and to support decisions related to risk FOR NOTICES TO BE GIVEN HEREUNDER,
mitigation practices that achieve CUSTOMER's OR BY CERTIFIED MAIL DIRECTED TO
objectives. The inspections and the reports, findings SUCH ADDRESS.
and orders issued after such inspections are not
intended as, nor are they to be construed as, a 15. Dispute Resolution.Before any litigation is
guarantee.The findings of the inspection contained in commenced,any dispute,claim or controversy arising
a report are intended to report conditions of non- out of or relating to this Agreement shall be referred to
compliance that are readily apparent at the time of the senior executive officer(s) of Eocene
inspection. No warranty or representation, express or Environmental Group having management
implied, is made hereby that the inspection of the responsibility for the relationship with CUSTOMER
property discovered all potential tree failures or that and the senior executive officer(s) of CUSTOMER
the report contains a complete list of all potential tree having management responsibility for the relationship
failures existing on the property inspected pursuant to with Eocene Environmental Group, each of whom
a Work Order. shall in good faith attempt to resolve the dispute.If not
resolved in such manner within sixty (60) days from
13. Solicitation of Personnel. During the Term the date of their first communication about the dispute,
of this Agreement and for a period of two (2) years either or both Parties shall be entitled to commence
thereafter, neither Party shall solicit for employment litigation.
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16. WAIVER OF JURY TRIAL. EACH OF assigns of the Parties hereto. Notwithstanding the
THE PARTIES HEREBY WAIVES ANY RIGHT foregoing, Eocene Environmental Group may assign,
TO A JURY TRIAL WITH RESPECT TO AND voluntarily or by operation of law,any of its rights or
IN ANY SUIT, ACTION, PROCEEDING, obligations under this Agreement without the prior
CLAIM, COUNTERCLAIM, DEMAND OR written consent of CUSTOMER as part of a merger of,
OTHER MATTER WHATSOEVER ARISING acquisition by, or other business combination
OUT OF THIS AGREEMENT OR ANY AGREE- involving Eocene Environmental Group.
MENT, DOCUMENT OR INSTRUMENT
CONTEMPLATED BY THIS AGREEMENT. 22. Third Party Beneficiaries. This Agreement
is entered into solely for the benefit of the Parties and
17. Scope of Agreement. If the scope of any shall not confer any rights upon any Person not a Party
provisions of this Agreement is too broad in any to this Agreement.
respect whatsoever to permit enforcement to its fullest
extent, then such provision shall be enforced to the 23. Headings. The section headings in this
maximum extent permitted by Law, and the Parties Agreement are solely for convenience and shall not be
hereto consent to and agree that such scope may be considered in its interpretation. The recitals set forth
judicially modified accordingly and that the whole of on the first page of this Agreement are incorporated
such provision of this Agreement shall not thereby fail, into the body of this Agreement. The Schedules,
but that the scope of such provision shall be curtailed Exhibits and Appendices referred to throughout this
only to the extent necessary to conform to Law. Agreement and any Work Order prepared in
conformance with this Agreement are incorporated
18. Changes and Additional Work. Provided into this Agreement.
CUSTOMER gives Eocene Environmental Group
reasonable advance notice, after receipt of a Work 24. Counterparts. This Agreement may be
Order, CUSTOMER may request Eocene executed in counterparts, each of which shall be
Environmental Group to undertake additional work deemed an original, but all of which together shall
with respect to such Work Order. In such event, constitute one and the same instrument.
CUSTOMER and Eocene Environmental Group shall
execute an addendum to the Work Order specifying 25. Waiver. The failure of either Party at any
such additional work and the compensation to be paid time to require performance by the other Party of any
to Eocene Environmental Group for such additional provision of this Agreement shall not affect in any way
work. the full right to require such performance at any
subsequent time; nor shall the waiver by either Party
19. Subcontractors. Eocene Environmental of a breach of any provision of this Agreement be
Group shall not subcontract any of the Services to be taken or held to be a waiver of the provision itself.
provided hereunder to any Person without the prior
written consent of CUSTOMER. 26. Force Majeure. If performance by either
Party of any Service or obligation under this
20. Notices.Any notice provided pursuant to this Agreement is prevented, restricted, delayed or
Agreement shall be in writing to the Parties at the interfered with by reason of labor disputes, strikes,
addresses set forth below and shall be deemed given riots or similar civil disturbances, acts of God, floods,
(i) if by hand delivery, upon receipt thereof, (ii) three tsunami, land slide, epidemic, quarantine, named
(3) days after deposit in the United States mails, storms,lightning,severe weather,other unforeseeable
postage prepaid, certified mail, return receipt natural disasters, shortages of materials, rationing,
requested or (iii) one (1) day after deposit with a utility or communications failures, earthquakes,
nationally-recognized overnight courier, specifying sabotage, war, revolution, civil commotion, acts of
overnight priority delivery. Either Party may change public enemies(including acts or threats of terrorism),
its address for purposes of this Agreement at any time blockade, embargo or any law, order, proclamation,
by giving written notice of such change to the other regulation, ordinance, demand or requirement having
Party. legal effect of any Governmental Authority or
representative of any such government, or any other
21. Assignment. Neither Party will assign this act whether similar or dissimilar to those referred to in
Agreement without the prior written consent of the this section(each a"Force Majeure Event"),which are
other Party. Any assignment in breach of this Section beyond the reasonable control of such Party (the
shall be void. This Agreement shall be binding upon "Affected Party"), then the Affected Party shall be
and inure to the benefit of the heirs, successors and excused from such performance for so long as such
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prevention,restriction,delay or interference exists and e. the Affected Party shall exercise all
prevents such performance by the Affected Party, commercially reasonable efforts to mitigate or limit
provided that: damages caused by the Force Majeure Event to the
other Party.
a. Affected Party gives the other Party notice of
such Force Majeure Event no more than two(2)days 27. Survival. Any terms of this Agreement,
after the Affected Party becomes aware or should have which by their nature are intended to survive the
become aware of the impact of such event and resumes termination or expiration of this Agreement shall so
performance as such Force Majeure Event abates; survive.
b. within five (5) days after giving the notice 28. Complete Agreement. This Agreement and
described in subsection (a) above, Affected Party each Work Order, Schedule, Exhibit and Appendix
gives the other Party its best estimate of the Force contain the entire agreement between the Parties with
Majeure Event's expected duration and probable respect to the matters covered herein and such Work
impact on the performance of the Affected Party's Order. No other agreements, representations,
obligations hereunder; warranties, or other matters, oral or written,
purportedly agreed to or represented by or on behalf of
c. Affected Party has taken all reasonable Eocene Environmental Group or CUSTOMER by any
precautions and measures in order to prevent or avoid of their employees or agents,or contained in any sales
such event or mitigate the effect of such Force Majeure materials or brochures, shall be deemed to bind the
Event on the Affected Party's ability to perform its Parties with respect to the subject matter hereof.
obligations under this Agreement and which by the Eocene Environmental Group and CUSTOMER
exercise of due diligence the Affected Party could not acknowledge that they are entering into this
reasonably have been expected to avoid or overcome; Agreement solely on the basis of the representations,
covenants and agreements contained in this
d. such Force Majeure Event is not the direct or Agreement and any applicable Work Order.
indirect result of the negligence or the failure of, or
caused by,the Affected Party;and
[Remainder of page intentionally left blank. Signature page to follow.]
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IN WITNESS WHEREOF,the Parties to this Agreement have caused it to be executed by their authorized officers
as of the Effective Date.
EOCENE ENVIRONMENTAL GROUP,INC.
Address: t
5930 Grand Ave.
West Des Moines,IA 50266 By:
Name: Josh Beaver
Title: Senior VP A
Date:06/27/2024
CITY OF JE RS NV1LLd
Address:
500 Quartermaster Court Suite 200 By:N
Jeffersonville,IN 47130 Name: (\.,V,t {-4 p C>CL
Title: pAG 4 a
Date: 2.(,t_ a J
[Signature Page to Master Service Agreement EOCFUD002193]
7
APPENDIX 1
Definitions and Rules of Interpretation
1. Definitions. Terms set forth below shall have the breach of an obligation of confidentiality owed to the
following meanings: Disclosing Party;(c)was independently developed by
Recipient without any access to Disclosing Party's
"Confidential Information" shall mean any and all of Confidential Information; (d) becomes part of the
the items described in (i) and(ii)below that has been public domain by publication or otherwise through no
or may hereafter be disclosed to one Party (the unauthorized act or omission on the part of the
"Recipient") by the other Party (the "Disclosingi Recipient;or(e)was released from the obligations and
Party") or by the directors, officers, employees, protections of this Agreement in writing by the
agents, consultants, advisors or other representatives, Disclosing Party. Specific information shall not be
including legal counsel, accountants and financial deemed to be excepted under the foregoing provision
advisors("Representatives")of Disclosing Party: merely because it is embraced by more general
(i) trade secrets concerning the business and information available to the public or in Recipient's
affairs of Disclosing Party, production facilities, prior possession or expressed in public literature in
products, product specifications, data, know-how, general terms not specifically in accordance with the
formulae, compositions, processes, designs, sketches, Confidential Information.
photographs, graphs, drawings, samples, inventions
and ideas,unregistered intellectual property(including "Governmental Authority" means any governmental
unregistered copyrighted materials),past,current,and or quasi-governmental entity, including any court,
planned research and development, customer lists, department, commission, board, bureau, agency,
current and anticipated customer requirements, administration, service, district, or other
employees, employee wage scale, employee benefits, instrumentality of any governmental entity.
price lists, market studies, business plans, computer
software and programs (including object code and "Law" means any domestic or foreign laws, statutes,
source code), computer software and database ordinances, rules, regulations, codes or executive
technologies, systems, structures and architectures orders executed, issued, adopted, promulgated or
(and related processes, formulae, composition, applied by any Governmental Authority.
improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and "Party"means either of Eocene Environmental Group
information), and any other information, however or CUSTOMER,as the context may require.
documented,that is a trade secret;and,
(ii) information concerning the business and "Parties" means Eocene Environmental Group and
affairs of Disclosing Party, including historical CUSTOMER.
financial statements, financial projections and
budgets, historical and projected sales, capital "Person"means any natural person,corporation,firm,
spending budgets and plans, the names and joint venture, partnership, limited liability company,
backgrounds of key personnel, personnel training association, enterprise, trust, or other entity or
techniques and materials, however documented or organization, or any government, political
otherwise obtained from discussions with or oral subdivision,or Governmental Authority.
disclosure by the Disclosing Party's Representatives,
and also includes all notes, analyses, compilations, "Term" means the period that commences on the
studies, summaries and other material prepared by Effective Date and ends on 3/1/2025.
Recipient or Recipient's Representatives containing or
based, in whole or in part, upon any information 2. Rules of Interpretation. The following rules of
included in the foregoing. interpretation shall apply to this Agreement:
Confidential Information shall not include any (a) The meanings of defined terms are equally
information which Recipient can conclusively applicable to the singular and plural forms of the
establish: (a) became known to Recipient prior to the defined terms. Whenever the context so requires, the
Disclosing Party's disclosure of such information to neuter gender includes the masculine and feminine,
Recipient; (b) became known to Recipient from a the single number includes the plural,and vice versa.
source other than the Disclosing Party without a
Appendix Ito Master Service Agreement
1
(b) Section, Exhibit, Schedule and Appendix
references arc to this Agreement unless otherwise
specified.
(c) The words"hereof',"herein"and"hereunder"and
words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any
particular provision of this Agreement. The term
"including" is not limiting, and means "including,
without limitation".
(d) In the computation of periods of time from a
specified date to a later specified date,the word"from"
means "from and including"; the words "to" and
"until" each mean "to but excluding", and the word
"through"means"to and including".
(e) Unless otherwise expressly provided herein,
(A)references to agreements (including this
Agreement)and other contractual instruments shall be
deemed to include all subsequent amendments,
restatements, supplements and other modifications
thereto, but only to the extent such amendments,
restatements,supplements and other modifications are
not prohibited by the terms of this Agreement, and
(B)references to any statute or regulation shall be
construed as including all statutory and regulatory
provisions amending, replacing, supplementing or
interpreting such statute or regulation.
Appendix I to Master Service Agreement
2
SCHEDULE A
Work Order
Master Service Agreement Number: EOCFUD002193
This Work Order ("WO") adopts and incorporates by reference the terms and conditions of the
Master Service Agreement ("Agreement"), which was entered into on 7/22/2024, by and between
Eocene Environmental,Inc.,an Iowa corporation,with its principal place of business located at 5930 Grand Avenue,
West Des Moines, IA 50266 ("Eocene Environmental Group") and City of Jeffersonville, a(n) IN corporation, with
its principal place of business located at 500 Quartermaster Court Suite 200 Jeffersonville, IN 47130 ("Customer").
This WO is effective beginning on the start date provided below ("Start Date"). Eocene Environmental Group and
Customer shall continue to be bound by all applicable terms and conditions set forth in the Agreement. Capitalized
terms used but not defined in this WO shall have the meanings set out in the Agreement. This WO authorizes Eocene
Environmental Group to proceed with the specified project listed below.Any project changes related to the completion
date,scope of work or compensation shall be approved by a separate addendum.Reference Attachment 1 for additional
project information including assigned circuits,work requests and/or trees if applicable.
Project Name: Canopy Assessment, Tree Eocene Environmental Group Project Manager: Rich
Survey,and Forestry Work Plan Hauer
Project Total: $33,868
Start Date: 7/22/2024 Est. End Date: 3/1/2025
Job Location: Jeffersonville,IN
WORK SCHEDULE AND DELIVERABLES:
The relevant milestones,completion dates and terms associated with this SOW are as follows:
Line Item Project Component Completion Date
1 Kickoff Meeting&Updates July 2024—Feb
2025
2 Conduct TCA Sept—Oct 2024
3 Conduct Inventory Sept 2024
4 i-Tree Assessment Oct 2024
5 Plan Development Oct—Dec 2024
6 Plan Comments&Revision Jan—Feb 2025
7 Submit Final UFMP Feb 2025
Schedule A to Master Service Agreement
1
The relevant deliverables associated with this SOW are as follows:
Line Item Quantit? Deliverable-Milestone Deliver Date
1 Complete Tree Inventory Sept 2024
2 1 Complete Forest Inventory Sept 2024
3 1 Complete Canopy Analysis Oct 2024
4 1 Conduct i-Tree Assessment Oct 2024
5 1 Deliver Draft Report/Plan Dec 2024
6 1 Present Final Report/Plan Feb 2025
Fees:
All costs listed below are based on the scoPe and assumptions included in this WO
Protect Component Unit Cost
Tree Inventor) _ Up to 3,000 Trees $17,966
Canons Analysis $3,200
Report,Work Plan,Virtual $8,580
Presentation
$29,746
BASE COST _
Optional In-Person Presentation $1,000
'Add on
Forest Inventory(Add on to Tree $3,122
Inventor))
TOTAL $33,868
Payment Schedule: Pursuant to the terms provided in the Agreement.
IN WITNESS WHEREOF, the Parties,by signature of their authorized representatives, 1 reby agre to the terms of
this WO.
EOCENE ENVIRONMENTAL GROUP,INC. CITY OF JEFFERS NV I LE
Signature: _ Signature:
Name: Josh Beaver Name: Ill Kz r 0 D�
Title: Senior Vice President Title: n(\n O I
/
Date: 06/27/2024 Date: I n 1 �f / ..J oaq
Schedule A to Master Service Agreement
2