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HomeMy Public PortalAboutC-18-097 - West Coast Arborists Inc. Amendment No. 4AMENDMENT NO. 4 TO AGREEMENT FOR CONTRACT SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES (“Amendment No. 4”) by and between the CITY OF CARSON, a California municipal corporation (“City”) and WEST COAST ARBORISTS, INC., a California corporation (“Contractor”) is effective as of the 18th day of October, 2022. RECITALS A. City and Contractor entered into that certain Agreement for Contractual Services dated October 1, 2018, (“Agreement”) whereby Contractor agreed to provide professional tree maintenance services for public parks, various civic facilities, streets and medians in the City, including tree pruning and maintenance services, mitigation services for risks from tree hazards, and emergency tree maintenance services (“Services”). B. In August 2017, City was awarded a grant of up to $267,915 from the California Department of Forestry and Fire Protection (“CAL Fire”) for the Carson Tree Expansion & Improvement Project (“Tree Planting Project”) as part of the Urban & Community Forestry California Climate Investment Grants program. C. In furtherance of such grant, CAL Fire and the City entered into a grant agreement, identified as Grant Agreement 8GG16422, which was twice subsequently amended (collectively, “Grant Agreement”). D. Under the Grant Agreement, the Tree Planting Project consists of the planting of up to 1,440 trees by March 30, 2021, as part of the City’s mitigation efforts to decrease GHG emissions, as well as for the promotion of urban forestry through educational community outreach. Under this program, City is to be paid grant monies on a reimbursement basis, which means any compensation paid by City to any contractor under the Tree Planting Project up to $267,915 is subject to reimbursement under the Grant Agreement. However, Contractor will perform services under the Tree Planting Project triggering payment of up to $76,440 of the $267,915 grant monies. E. The City and Contractor entered into that certain Amendment No. 1 to Agreement for Contract Services dated January 28, 2020, to implement the Tree Planting Project to add the Tree Planting Project services to the Services provided for in the Agreement. F, The Agreement term is for three (3) years, from October 1, 2018 through September 30, 2021, and provides City with three (3) one (1) year options to extend at City’s election. G. The City and Contractor entered into that certain Amendment No. 2 to Agreement for Contract Services dated September Z\_, 2021, to extend the Agreement term by an additional two (2) months, thereby extending the term to November 30, 2021. H. City and Contractor entered into that certain Amendment No. 3 to Agreement for Contract Services dated _ March 16. . » 2022 _ to further extend the Agreement for (1) 01007.0006/826223.1 one year from December 1, 2021 through December 31, 2022, and increase the Contract Sum by an additional $656,588.03 to bring the new Contract Sum to $2,702,792. 12. L. Now, City and Contractor desire to further amend the Agreement to further extend the Term for one (1) month from December 31, 2022 through January 31, 2023, and increase the Contract Sum by an additional $199,000.00 to cover such extension period bringing the new Contract Sum to $2,901,792.12. TERMS I. Contract Changes. The Agreement is amended as provided herein (new text is identified in bold italics, deleted text in strikethrough): A. Section 2.1, “Contract Sum,” of the Agreement is hereby amended to read in its entirety as follows: “Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Two Million Nine Seven Hundred One Two Thousand Seven Hundred Ninety Two Dollars and 12/100 Cents ($2,901,792. 12$2;702,79242) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.10.” B. Section 3.5, “Term,” of the Agreement is hereby amended to read in its entirety as follows: “3.5 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding four three (43) years and three twe (32) months from the date hereof, thereby resulting in expiration of this Agreement on January 31, 2023December34, 2022, except as otherwise provided in the Schedule of Performance (Exhibit “D”). City may exercise in its sole discretion an option to extend this Agreement for an additional term of twenty one tye (2122) months, either all at once or incrementally at discretion of City, providing Contractor thirty (30) days written notice prior to the end of the current agreement term of its desire to extend the agreement. Contractor agrees to provide the services specified in the Scope of Services, adjusted to the rates that are based upon changes in the Consumer Price Index (CPI), All Urban Consumers, for Los Angeles-Anaheim Riverside Area, as published by the United States Department of Labor, Bureau of Labor Statistics, for said additional periods, should the City give the required notice.” 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 4, all provisions of the Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3 shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 4, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as 01007.0006/826223.1 amended by this Amendment No. 4, Amendment No. 3, Amendment No. 2, and Amendment No. 1. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein and Amendment No. 1, Amendment No. 2 and Amendment No. 3. Each party represents and warrants to the other that the Agreement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 4, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 4, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 4. 5. Authority. The persons executing this Amendment No. 4 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 4 on behalf of said party, (iii) by so executing this Amendment No. 4, such party is formally bound to the provisions of this Amendment No. 4, and (iv) the entering into this Amendment No. 4 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] 01007.0006/826223.1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 on the date and year first-above written. CITY: CITX¥ OF CARSON, a municipal corporation Liffa Davis-Holmes, Mayor hr (FE Cheadle APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP be ger [nl] CONTRACTOR: WEST COAST ;ARBORASIS, INC., a California corporation By: Name: Patrick er By: fe Name: Richard Ma bney J Title: Assistant Sectefafy _~ Address: 2200 E. Vig Burton Street Anaheim, CA 92806 Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY. 01007.0006/826223.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Orange ) On 1/13/23 befor me, Amelia Menzel, Notary Public Date Here Insert Name and Title of the Officer personally appeared Patrick Mahoney and Richard Mahoney Name(s) of Signer(s) subscribed to the within instrument and acknowledged to me that he/sheffhey executed the same j tiered eirauinoneed capacity(ies)pand that by his/haffthetr Signature(s)on the instrument the person(s)/ or the entity upon behalf of whictrthe persori(S)-acted, executed the instrument. | certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. AMELIA MENZEL > WITNESS my hand and off Notary Public - California A Orange County Il, Signature _~ 3 Commission # 2284387 » . { ’ Stoncire of Notary Public who proved to me on the basis of satisfactory evidence to be the etna name(5) jSGfe icial pal. P R G A VN N My Comm. Expires Apr 5, 2023 ¢ Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Ci ok Carton Amanclwan+ No- 4} Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer’s Name: __ Patrick Mahoney Signer's Name: _Richard Mahoney i Corporate Officer — Title(s): _ President MM Corporate Officer — Title(s): Secretary O) Partner — OLimited O General C) Partner — CLimited O General 0 Individual C Attorney in Fact 0 Individual CO Attorney in Fact CO Trustee 1) Guardian or Conservator UO Trustee C1 Guardian or Conservator OC Other: O Other: Signer Is Representing: _WCA, Inc. Signer Is Representing: WCA, Inc. ©2016 National Notary Association « www.NationalNotary.org + 1-800-US NOTARY (1-800-876-6827) Item #5907