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HomeMy Public PortalAbout09) 7E Approval of Agreement with West Coast Arborists, Inc. for Tree Maintenance Services 2015-16DATE: TO: FROM: PARKS AND RECREATION DEPARTMENT MEMORANDUM May19,2015 The Honorable City Council Bryan Cook , City Manager . 0v By: Cathy Burroughs , Director of Parks and Recreation 1Jl1 AGENDA ITEM 7.E. SUBJECT: APPROVAL OF AGREEMENT WITH WEST COAST ARBORISTS, INC. FOR TREE MAINTENANCE SERVICES FOR FISCAL YEAR (FY) 2015-16 RECOMMENDATION: The City Council is requested to : a) Approve a one-year Agreement (Attachment "A") with West Coast Arborists , Inc. (WCA) for tree maintenance services ; and b) Authorize the City Manager to execute the Agreement in an amount not to exceed $100 ,000 over the one-year term . BACKGROUND: 1. On December 7, 1999, the City Council approved an Agreement with WCA for tree maintenance services . The Agreement was extended on an annual basis through 2011 . 2 . On July 1 , 2011, the City entered into a three-year Agreement with WCA. The Agreement was extended for an additional one year, through June 30 , 2015, per the terms of Section 1.3. 3 . On August 18, 2014, the City of El Segundo issu ed a Request for Proposal (RFP) for Tree Maintenance Services . 4 . On October 21 , 2014, the El Segundo City Council awarded a five-year Main tenance Agreement to WCA for annual services for maintenance , removal , and replacement of trees. City Council May 19, 20 15 Page 2 of 3 5 . On Apri l 2 , 2015 , WCA notif ied the City that they could no longer provide tree maintenance services at their current rate of compensation but offered to continue provid ing those services at the same rate of compensation as the re cently bid El Segundo contract. ANALYSIS: WCA is a for-profit California Corporat ion lo cated in Anaheim w ith over 40 Certified Arborists and over 100 Cert ified Tree Workers. The company c urrently provides professional tree maintenance and management services for over 200 mun ici palities and public agen cies throughout the states of Californ ia , Arizona , and Nevada including the neighboring cities of Alhambra , La Canada Flintridge , Orange , and Culver City. They have been prov iding contract tree maintenance services , including grid pruning , serv ice request trimming , tree removals and tree plantings for the City of Temple City since 2000 . The contract prices for various tree maintenance services has remained consistent , with no increases , for at least the last seven years. Recently , the Department of Industrial Relations (DIR) published a new classification and wage rate for Landscape Maintenance Tree Trimmer. This new classification replaced the old Landscape Maintenance Laborer wage determination that had been used for tree maintenance contracts throughout California for many years. The new rate represented an increase from a minimum hourly rate of $10 .15 to $27 .84. WCA advised the C ity that a lthough they had been paying the ir field employees well-above the minimum Landscape Maintenance Laborer rates , their labor rates under the new determination were expected to increase by more than two-thi rds . As su ch, they were not able to continue offering tree maintenance services at their previous rate . Staff considered various options for contract tree maintenance services including issuing a RFP for those services , extending the contract with WCA for an additional year at their new rates , or entering into a new agreement with a qualified vendor as authorized in §2- 5-8 :8 of the Temple City Mun ic i pal Code (i.e ., using a price established through a competitive bidding process by another federal , state, county or local government in substantial compliance with the City's purchasing code and processes). Because the City of El Segundo had issued a RFP for similar tree maintenance services with i n the last year, and because the p rices provided by WCA were competitive with other vendors resulting in WCA being awarded a contract in El Segundo , staff determined the most reasonable option was to enter into a new agreement for tree maintenan ce servi ces with WCA at th e pricing provided to the City of El Segundo . Due to ongoing issues and un certainties with the DIR 's wage determination , staff is recommend ing the City enter into a one-year agreement with WCA, with th ree additional one year renewal options , instead of a longer contract (i .e., 3-years or 5-years ). This option allows for more fle xi b ility for th e City , as well as WCA , shoul d the wage determination change again. City Council May 19, 2015 Page 3 of 3 Although the cost of services is increasing based on the proposal from WCA, staff does not expect any reduction in service nor increase in the proposed budget for contract tree services. In previous years , actual costs of services was sign ificantly less than the amount budgeted . Similar to prior years , WCA is expected to complete grid pruning on approximately 1 ,200 trees in three districts in 2015-16. Staff also anticipates WCA will remove 20 trees and stumps that have been designated for removal by the City and plant between 30 and 40 new trees in various lo cations as determined by City staff. These numbers are consistent with work completed by WCA in prior years . CONCLUSION: The City currently maintains approximately 6 ,000 trees in the parkways , med ians , parks , and parking lots t hroughout the City. Approval of the Agreement for tree maintenance services w ith WCA will allow the City to continue to maintain and protect the C ity's urban forest currently valued at over $22 ,000,000. FISCAL IMPACT: Funds have been included in the proposed Fiscal Year (FY) 2015-16 City budget to cover the cost of these services . ATTACHMENT: A . Agreement-West Coast Arborists , Inc . AGREEMENT FOR TREE MAINTENANCE SERVICES Between THE CITY OF TEMPLE CITY and WEST COAST ARBORISTS, INC . Dated ATTACHMENT A AGREEMENT FOR TREE MAINTENANCE SERVICES This Agreement for Tree Maintenance Services ("Agreement") is entered into as of the date referenced on the cover page ("Effective Date") between the City of Temple City, a charter city and mun ici pal corporation ("City"), and West Coast Arborists , Inc., a corporation ("Contractor") (collectively the "Parties "). In consideration of the mutual promises and covenants made by the Parties and contained here and other considerat ion , the value and adequacy of which are hereby acknowledged , the Parties agree as fol lows : SECTION 1. SCOPE OF SERVICES 1.1 Term . Subject to the provisions of Section 8 [Termination] of this Agreement , the term of this Agreement is for 1 year commencing on July 1, 2015 ("Term"). The Agreement may be renewed for up to an additional three (3) years upon mutual consent of the Parties . 1.2 Contractor Services . Subject to the terms and conditions of this Agreemen t , Contractor agrees to perform for City those tree maintenance services specified in the Scope of Services attached hereto and incorporated herein by reference as Exhibit "A " [Scope of Services] ("Services "). Contractor agrees to furnish , for the compensation provided for herein , all labor, materials , tools, equipment , services , and incidental and customary work necessary to fully and adequately perform and complete the Services . The Services shall be subject to inspection and approval by City. Contractor agrees to work closely with City staff in the performance of the Services and shall be avai lab le to City's staff and consultants at all reasonable times . 1.3 Extra Work . Contractor shall not be compensated for any work or services rendered in connection with its performance of this Agreement , which are in addition to or outside of the Services ("Extra Work"), except as expressly provided for herein . It shall be Contractor's responsibility to ensure that the scope and price of any Extra Work to be performed by Contractor is approved by City in writing in advance of Contractor's commencement of the Extra Work in accordance with Section 9 .10 [Amendments] and Section 9 .19 [Administration and Implementation]. City shall not be obligated to pay for or otherwise be liable for unauthorized Extra Work performed by Contractor. 1.4 Schedule of Performance. Contractor agrees to diligently perform and complete the Services in accordance with the schedule of performance attached hereto and incorporated herein by reference as Exhibit "B" [Schedule of Performance] ("Schedule of Performance"). Modifications to the Schedule of Performance must be agreed upon in writing in advance by the City Manager pursuant to Section 9.19 [Administration and Implementation] and Contractor. 1.5 General Warranty. Contractor warrants all Services under this Agreement (whi ch for purposes of this Section shall be deemed to include unauthorized 1 Extra Work which has not been removed and any non-conforming materials incorporated into the Services) to be of good qual ity and free from any defective or faulty material and workmanship . All warranties and guarantees of subcontractors , suppliers and manufacturers with respect to any portion of the Services , whether express or implied, are deemed to be obtained by Contractor for the benefit of City , regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City. 1.6 Repair of Defects . Contractor agrees that for a period of one (1) year from and after final acceptance of the Services , or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Services , whichever is later, Contractor shall within ten (1 0) days after be ing notified in writing by City of any defect in the Services or non -conformance of the Services , commence and prosecute with due diligence all work and services necessary to fulfill the terms of the warranty at its sole cost and expense . In addition , Contractor shall , at its sole cost and expense, repair and replace any portions of the work, fac ilities , fixtures, or materi als damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective Services . For any Services so corrected , Contractor's obl igation hereunder to correct defective Services shall be reinstated for an additional one year period , commencing with the date of acceptance of such corrected Services . Contractor shall perform such tests as City may require to verify that any corrective actions are adequate to remedy the defective condition . In the event that Contractor fails to perform its obligations under th is Section to the reasonable satisfaction of City, then City shall have the right to correct and replace any defective , non -conforming , or damaged Services at Co ntractor's sole expense . Contractor shall be obl igated to fully reimburse C ity for any expenses incurred hereunder upon demand . 1.7 Contractor's Representative . Contractor hereby desig nates the representative named in Exhibit "D" [Representatives], or his o r he r designee , to act as its representative for the performance of this Agreement ("Contractor's Representative "). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under th is Agreement. Contractor's Representat ive shall supervise and d irect the Services , using his or her best sk il l and attention , and shall be responsible for all means , methods , techniques , sequences and procedures and for the satisfactory coordination of all portio ns of the Servi ces u nder this Agreement. SECTION 2 . COMPENSATION AND METHOD OF PAYMENT 2 .1 Compensation . City shall pay to Contractor for non-disputed Services rendered , the compensation set forth in Exhibit "C" [Compensation] attached hereto and incorporated herein by reference. Total compensation to Contractor for the Services shall not e xce ed the total price or "not to e xceed " amount set forth i n Ex hibit "C," without the prio r written approval of C ity in accordance with Section 9 .10 [Amendments] and Section 9 .19 [Administration and Imp le mentation]. 2 2 .2 Payment of Compensation . Contracto r shall submit periodic (monthly or quarterly as specified in Exh ibit "C ") invoices together with an itemized statement of Services provided . The statement shall describe the Services provided together with such other reasonable detail and supporting documentation as may be required by the City Manager, or his/her designee. City will review the statement and pay , with the exception of any charges for work performed or ex penses incurred by Contractor which are disputed by City, within 30 days of receiving such statement , all approved charges thereon. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defect in work performed by Contractor . SECTION 3 . RESPONSIBILITIES OF CONTRACTOR 3.1 Control and Payment of Subordinates; Independent Contractor. Contractor agrees that all Services shall be perfo rmed by Contractor or under its supervision . The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under the Contractor's exclusive direction and c ontrol. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City . Contractor shall have no authority to bind City in any manner, nor to incur any obligation , debt or liability of any kind on behalf of or against City, whether by contract or otherwise , unless such authority is expressly conferred under this Agreement or is otherwise ex pressly conferred in writing by City. Neither Contractor, nor any of Contractor's officers , employees or agents , shall obtain any rights to retirement , healthcare or any other benefits which may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor may have to any such rights . 3.2 Standard of Care and Licenses . Contractor agrees that all Serv ices shall be performed in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California . Contractor represents and warrants that it , its employees and subcontractors shall have sufficient skill and experience to perform the Services and that it, its employees and sub contractors have all licenses , permits , qual if ications and approvals of whatever nature that are legally required to perform the Services , including a City Business License , and that such licenses and approvals shall be maintained in good standing throughout the term of this Agreement. 3.3 Required Corrections . Contractor shall perform , at its own expense and without reimbursement from the City , any work necessary to correct errors or omissions that are caused by the Contractor's failure to comply with the standard of care provided for herein . 3.4 Law and Regulations . Contractor shall keep itself fully informed of and in compliance with all local , state and federal laws , rules and regulations in any manner affecting the performance of the Services , including all Cai/OSHA requirements , and shall give all notices requ ired by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services . 3 3.5 Safety. Contractor shall perform the Services , and maintain its work area , so as to avoid injury or damage to any person or property and shall otherwise exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed . 3.6 Labor Code and Prevailing Wage Requirements . 3.6 .1 Apprenticeable Crafts . To the extent applicable , Contractor shall comply with the provisions of Section 1777.5 of the Labor Code with respect to the employment of properly registered apprentices upon public works . 3 .6 .2 Hours of Work . Contractor shall comply with the legal days work and overtime requirements of Section 1813 of the Labor Code . 3 .6 .3 Payroll Records. In accordance with the requirements of Labor Code Section 1776, Contractor shall keep accurate payroll records which are e ither on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms . Contractor shall make all such records available for inspection at all reasonable hours . 3 .6.4 Preva iling Wage Laws . Contractor represents and wa rrants that it is aware of the requirements of California Labor Code Section 1720 , et seq., and 1770 , et seq., as well as California Code of Regulations , Title 8 , Section 1600 , et seq ., ("Prevailing Wage Laws "), which requ i re the payment of prevailing wage rates and the performance of other requirements on "Public Works" and "Maintenance" projects . If the Services are being performed as part of an applicable "Public Works " or "Maintenance" project, as defined by the Prevailing Wage Laws , and if the total compensation is $1 ,000 or more , Contractor agrees to fully comply with such Prevailing Wage Laws . City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft , classificat ion or type of worker needed to execute the Services available to interested parties upon request , and shall post copies at the Contractor's principal place of business and any location where the Services are performed . 3. 7 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race , religion , color , national or igin , handicap , ancestry , sexual orientation, sex or age . Such non-discrimination shall include, but not be limited to , all activ ities related to initial employment , upgrading , demotion , transfer , recruitment or recruitment advertising , layoff or termination . 3.8 Unauthorized Aliens . Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act , 8 U.S .C . §§ 1101 , et seq ., as amended , and in connection therewith , shall not employ unauthorized aliens as defined therein . 4 SECTION 4 . INDEMNIFICATION 4 .1 Indemnity. Except as to the sole negligence , active negl igence , gross neg lige nce or willful m isconduct of C ity, Contractor expressly agrees to , and shall , indem ni fy , defend , release , a nd ho ld City , and its respect ive offic ials , officers , employees , agents , a nd contracto rs harm less from an d against any A ction , li abili ty , loss, damage , en t ry , ju dgment, orde r, li en , and Costs and Expenses which arises out of, or are in any way rel ated to , any act or omission of Co ntractor, or its officers , d irecto rs , employees , agents , or co nt ractors , co nn ected with the performance or fa ilure to perform under th is Agreeme nt, notw ithstanding that City may have benefited therefrom , or any cha llenge to t h is Agreement. This Section shall apply t o any acts or om issions , w i l lful misconduct or neg lige nt conduct , whe th er active or passive , on the part of Contractor's officers , directors , e mployees , agents and contractors , including but not limited to acts or omi ssions in any way re lated to , t he release , treatment, use , generation , transportation , storage , or disposa l in , on , under, to , or from the location at wh ich work under this Agreeme nt is performed of any Hazardous Substances by Contractor or its officers , directors , emp loyees , agents , and sub contractors . The Part ies e xpress ly ag ree that any payment , or Costs and Expenses City incurs or makes to , or on beha lf of, an injured employee under City's workers ' compensation or other insurance , is incl uded as a loss or Costs an d Expenses for t he purpose of this Secti on . City sha ll not be respo nsi ble f or any act s , errors or omissio ns of any person or entity except C ity and its offi ce rs , age nts , servants , employees o r co ntracto rs. The Parties expressly ag ree that t he ob l iga t ions of Contrac tor under thi s Section sha ll surv ive the exp i rat ion or early termination of the A g reement. 4 .2 Action . For purposes of th is Agreement , "Action " shall mean any suit (whether legal , eq uit able , or declaratory in natu re), proce ed i ng or hearing (w hether administrative or j udicial), arbitration or med iation (wheth e r vo l untary, co urt-ordered , b inding , or non -binding), or other alternative d ispute resolution process , and t he filin g , recording , or service of any pro c ess , notice , cla im , demand , lien , or other instrument which is a prereq ui s ite or prelude to commencement of t he Action. 4 .3 Costs and Expenses . Fo r purposes of this Agreeme nt , "Costs and Expenses " shal l mean all costs a nd expenses , to t he ext e nt reasonabl e in amount , actu all y and necessari ly incurred by a Party in good fa ith in the investigation , p rosecut ion or defe nse of an Action , including , bu t not limited t o , court costs , f iling , reco rding , and service fees , copying costs , exhibit produ ction costs , sp eci a l media rental costs , attorneys fees , consu ltant fees , fees for investigators , witness f ees (both lay a nd expert), travel expenses , depositio n and transcript costs , and any other costs or expenses , the award of which a court of competent jurisdiction may determ ine to be just and reasonable . 4.4 Hazardous Substances . For purposes of t hi s Ag reement, "Hazard ous Substances" shall mean any and all of the followi ng : a. any substa nce , product , waste o r other material of any nature whatsoever w hich is or becomes l isted , regulated , or for wh ic h liab ili ty ar ises for 5 ---~------------- misuse , pursuant to the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), 42 U.S .C. §9601 , et seq.; the Hazardous Materials Transportation Act , 49 U.S .C . §1801, et seq .; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §6901 , et seq.; the Toxic Substances Control Act , 15 U .S.C.S . §2601 , et seq.; the Clean Water Act, 33 U.S .C . §1251 , et seq.; the Insecticide , Fungicide , Rodenticide Act, 7 U.S .C . §136 , et seq .; the Superfund Amendments and Reauthorization Act, 42 U .S .C. §6901 , et seq .; the Clean Air Act, 42 U.S .C . §7401 , et seq .; the Safe Drinking Water Act, 42 U .S .C. §300f, et seq .; the Solid Waste Disposal Act, 42 U.S .C . §6901 , et seq.; the Surface Mining Contro l and Reclamation Act , 30 U.S .C. §1201, et seq.; the Emergency Planning and Community Right to Know Act , 42 U.S .C. §11 001 , et seq.; the Occupational Safety and Health Act, 29 U.S .C . §§655 and 657 ; the Hazardous Waste Control Act, California Health and Safety Code ("H .&S .C.") §25100 , et seq.; the Hazardous Substance Account Act, H .&S .C .§25330 , et seq.; the California Safe Drinking Water and Toxic Enforcement Act, H .&S.C. §25249.5 , et seq.; the Underground Storage of Hazardous Substances , H.&S.C . §25280 , et seq.; the Carpenter-Presley -Tanner Hazardous Substance Account Act , H.&S.C. §25300 , et seq.; the Hazardous Waste Management Act, H .&S .C . §25170 .1, et seq.; the Hazardous Materia ls Response Plans and Inventory, H .&S .C. §25001 , et seq .; the Porter-Cologne Water Quality Control Act, Water Code §13000, et seq., all as they may from time to time be amended ; and b. any substance , product , waste or other material of any nature whatsoever which is or becomes listed , regulated, or for which liability for misuse arises pursuant to any other federal, state or local statute , law, ordinance , resolution, c od e, rule , regulation, order or decree due to its hazardous , toxic or dangerous nature . SECTION 5 . RECORDS AND DOCUMENTS 5 .1 Accounting Records . 5.1.1 Maintenance and Inspect ion . Contractor shall maintain complete and accurate records with respect to all expenses i ncurred under this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the Services provided by Contractor pursuant to this Agreement. All such records shall be clearly identifiable . 5 .1.2 Inspection and Copying . Contractor shall allow a representative of City during normal business hours to examine , audit , and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work , data , documents , proceedings , and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. At no cost to City , Contractor shall provide copies of such documents or records directly to the City for inspection , audit and copying when it is practical to do so ; otherwise , unless an alternative is mutually agreed upon , such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Agreement. 6 5.2 Ownership of Documents . All original maps , models , designs , drawings , photographs , studies , surveys, reports , data , notes , computer fi les , files and other documents prepared, developed or discovered by Contractor in the course of providing the Services shall become the sole property of City and may be used , reused or otherwise disposed of by the City without the permission of the Contractor. Upon com pletion , expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs , drawings , photographs , studies , surveys , reports , data , notes, computer files , files and other documents SECTION 6. INSURANCE 6.1 Maintenance of Insurance . Pri or to the beginning of and throughout the term of this Agreement Contractor will maintain insurance in conformance with requirements established by City for the type of Services being performed . Contractor acknowledges that prior to the Effective Date of this Agreement , City provided to Contractor the applicable insurance requirements , a copy of which are attached hereto as Exhibit "F" [Insurance]. Contractor acknowledges that the i nsurance coverage and policy lim its provided by City const itute the minimum amount of coverage requ i red . Any insurance proceeds in excess of the limits and coverage requ ired in this Agreement and which are applicable to a g iven loss, will be ava i lable to the C ity . 6 .2 Subcontractors Insurance . Contractor agrees to ensure that subcontractors , and any other party involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to mon itor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conform ity w ith the requ irements of this section . Contractor agrees that upo n request, all agreements w it h subcontracto rs and others engaged in th e project will be subm itted to City for rev iew. 6 .3 Modification of Insurance Provisions . The City Manager may make reasonable amendments to the insurance requirements of this sect ion , with the written concurrence of the Finan ce Director or Risk Manager, in accordance with Section 9 .19 [Administration and Imp lementation] after considering the Scope of Services , potential liabilities , and the required level of insurance to adequately protect the C ity. SECTION 7 . BONDS 7 .1 Performance and Payment Bonds. If required by law or specif ically required by City as set forth in Exhibit "E " [Bonds Requ ired]. attached hereto and incorporated herein by reference , Contractor shall execute and provide to City concurrently with Contractor's execution of this Agreement , but in no event later than the Effective Date of this Agreement, a Performance Bond and/or a Payment Bond in the amount of the total , not-to -exceed compensation indicated in Exhibit C , and in a form provided or approved by the City . 7 .2 Bond Provisions . Should , i n C ity's sole op 1n1on , any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or 7 replace the affected bond within 10 days of receiving notice from City . In the event the surety or Contractor intends to reduce or cancel any required bond , at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (1 0) days p ri or to expiration of the original bonds . No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this section are accepted by the City . To the extent, if any , that the total compensation is increased in accordance with the Agreement, the Contractor shall , without further notice from City , cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City . To the extent available , the bonds shall further provide that no change or alteration of the Agreement (including, without limitation , an increase in the total compensation , as referred to above ), extensions of time , or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. 7 .3 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120 , shall be accepted . The surety must be a California -admitted surety with a current A.M . Best's rating no less than A:VIII and satisfactory to the City . If a California-admitted surety insurer issuing bonds does not meet these requirements , the insurer will be considered qualified if it is in conformance with Section 995 .660 of the California Code of Civil Procedure , and proof of such is provided to the City . SECTION 8. TERMINATION. 8.1 Termination by City . City may , by written notice to Contractor, terminate with or without cause , and w ithout any prior notice of default or right to cure by Contractor, the whole or any part of this Agreement at any time and by giving written notice to Contractor of such termination , and specifying the effective date thereof, at least thirty (3 0) days before the effective date of such termination . Upon term ination , Contractor shall be compensated only for those non-disputed Service s that have been adequate ly rendered to City, and Contractor shall be entitled to no further compensation . 8.2 Termination by Contractor. Contractor may, by written notice to City, terminate this Agreement based upon City's failure to timely cure a default under this Agreement as provided herein . At least forty-five (45) days prior to terminat ion, Contractor shall provide City with a written notice specifying City's alleged default and providing City with a forty-five (45) day period to cure the default. Should City timely cure such default , the Agreement shall continue . Should City fail to timely or adequately cure such default, Contractor may terminate this Agreement by issuance of written notice to City . SECTION 9. GENERAL PROVISIONS 9.1 Assignment or Transfer. Contractor shall not assign , hypothecate , or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City . Any attempt to do so shall be null and void , 8 and any ass ignees, hypothecates or transferees sha ll acqu ire no right or interest by reason of such attempted assignment , hypoth eca ti on or transfer . 9 .2 Loss and Damage . Contractor shall be responsible for a ll loss and damage which may arise out of the nature of th e Services agreed to herein , or from the action of the eleme nts , or from any un foreseen difficulties which may arise or be encountered in the prosecution of th e Services unti l the same is fully completed and accepted by City. 9.3 Liquidated Damages . The Parties agree that City has a legitimate interest in ensuring that Contractor provides the Services (including performance of all duties and responsibilit ies) required unde r this Agreement in a consistent and reliable manner, and that Contractor's failure to timel y provide such Services or to provide them in an inadequate manner will cause City to s uffer damages and that it is , and will be , impractical and extremely difficult to ascertain and determ ine the exact amount of damages or to calcula te actual damages. Th erefo re , in add ition to City's right to treat such non-performance as a material breach of, and to terminate , this Ag reement , the Part ies agree that liquidated damages, as provided here in , repre sent a re asonable estimate of the monetary damages that reas onably co u ld be anticipated and th at proof of act ual damages would be costly or impra ctical. The Parties specifically confirm the accuracy of the statements made above and the fact that each Party has had ample opportunity to consult with legal counsel and obtain an explanation of the liquidated damag e provisions at the time that the Agreement was made . Therefore , in lieu of actual damages , Contractor is subject to payment of $500 per failure to perform , per day. City may, at its election . deduct any assessed liquidated damages f rom payment due , or that will become due , to Contractor from City. 9.4 Excusable Delays . Contracto r shall not be liable for damages , inc luding liquidated damages , if an y, ca used by delay in performance of failure to perform due to causes beyond the control of Contractor. Such causes include , but are not limited to , acts of God , acts of the public enemy, a cts of federal, state or local governments , acts of City, court orders , fires , floods , epidemics , strikes , embargoes , and unusua lly severe weather. The term and price of this Agreement sh all be equitably adjusted for any de la ys due to such causes . 9.5 Cooperation; Further Acts . The Parties shall fully coope rate with one another, and shall take any additional acts or s ig n any add itional documents as may be necessa ry , appropriate or convenie nt to attain the purposes of the Agreement. 9.6 Governing Law. Th is Agreement shall be i nterpreted , construed and governed according to th e laws of the State of Cal iforn ia . In the event of litig ation between the Parties , venue in state trial courts shall lie exclusively in the County of Los Angeles . In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California , located in Los Angeles , California . 9 .7 Integration . This Agreement , including the attached Exhib its "A" through "F", is the entire , comp lete , final and exclusive expression of the Parties with respect to 9 the matters addressed therein and supersedes all other agreements or understandings , whether oral or written , or entered into between Contractor and City prior to the execution of this Agreement. No statements , representations or other agreements , whether oral or written, made by any party which are not embodied herein shall be valid and binding. 9 .8 Severability. If a term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be inval id , void or unenforceable , the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid , void or unenforceable provision(s). 9 .9 Prohibited Interests . Contractor represents and warrants that it has not employed nor retained any company or person , other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person , other than a bona fide employee working solely for Contractor, any fee , commission , percentage , brokerage fee , gift or other consideration contingent upon or resulting from the award or making of this Agreement. 9.10 Amendments. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contractor and City . The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement , as amended , would not exceed the City Manager's contracting authority under the Temple City Municipal Code . All other amendments shall be approved by the City Council. The Parties agree that the requirement for amendments or modifications to be in writing cannot be waived and that any attempted waiver shall be void . 9.11 No Third Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties . 9.12 Delivery of Notices. All notices requ ired or permitted to be given under this Agreement shall be in writing and shall be given to the respective Parties at the addresses listed in Exhibit "D", or at such other address as the respective Parties may provide in writing for this purpose . Such notice shall be deemed made when personally delivered or when mailed , forty-eight (48) hours after deposit in the U .S . Mail , first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred , regardless of the method of service . 9.13 Binding Effect. This Agreement shall be binding upon the heirs , executors , administrators, successors and assigns of the Parties . 9 .14 Waiver. Waiver by any Party to this Agreement of any term , condition , or covenant of this Agreement shall not constitute a waiver of any other term , condition , or covenant. Waiver by any Party or any breach of the provisions of this Agreement shall 10 not constitute a waiver of any other provision , nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any Services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. 9.15 Attorneys Fees , Costs and Expenses . In the event litigation or other proceeding is required to enforce or interpret any provision of this Ag reement , the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees and Costs and Expenses , in addition to any other relief to which it may be entitled . 9.16 Subcontracting . Contractor shall not subcontract any portion of the Services, except as expressly stated herein , without prior written approval of City. Subcontracts , if any, shall contain a provision making them subject to all provis ions of this Agreement. 9.17 Counterparts . This Agreement may be signed in counterparts , each of which shall constitute an original. 9 .18 Authority to Execute. The person or persons executing this Agreement on behalf of Contractor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Contractor to the performance of its obligations hereunder. 9.19 Administration and Implementation. Th is Agreement shall be administered and executed by the City Manager or his or her designated representative . The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement , including amendments that commit additional funds , consistent with Section 9 .10 [Amendment] and the City Manager's contracting authority under the Temple City Municipal Code . 11 IN WITNESS WHEREOF , the Parties hereto have caused this Agreement to be executed the day and year first above written . CITY OF TEMPLE CITY Bryan Cook , City Manager ATTEST: Peggy Kuo , City Clerk APPROVED AS TO FORM: Eric S. Vail , City Attorney 12 CONTRACTOR: (Authorized Officer) Title ------------------------- Print Name : ------------------ EXHIBIT "A"SCOPE OF SERVICES Contractor will furnish all necessary equipment , materials and personnel fo r the completion of the work in a timely and organ ized manner. All work performed shall comply with good arboreal practices within the industry for the particula r species of trees being maintained . Work quality must be consistent with standards specified in the International Society of Arboriculture 's (ISA) Best Management Practices and ANSI A300 . Routine operations shall not begin before 7 a .m . and shall finish no later than 5 p .m . on weekdays . Weekend operations must be approved in advance by C ity . Contractor shall provide the following services as requested by City : I. Pruning -The Contractor shall provide both grid and servi ce request pruning per the following specifications : A. General Specifications 1) Contractor shall provide appropriate notification to property owners and signage per City specifications . 2) Contractor shall consult with City's designated representative before making any cuts that could result in permanent disfigurement of tree structure. 3) Trees will be pruned so as to prevent branch and foliage interference with safe public passage . Young trees are exempted . 4 ) All dead and dying branches/stubs shall be removed . 5) All broken or loose branches shall be removed . 6) Contractor will selectively prune branches that may create sightline conflicts with control signs and devices . 7) Trees shall be cleared of sprout and sucker growth . Young trees are exempted . 8) All major pest problems shall be promptly reported to the City. 9) Trees will be pruned to maintain a natural and balanced appearance unless otherwise directed . 1 0) Tree limbs shall be controlled in such a manner so as to cause no damage to other parts of the tree , other plants , or property . 11) Excess debris , trimmings , branches , and wood shall be removed from the work site following , as closely as possible , the pruning operation . B . Grid Pruning 1) Contractor shall prune all trees in pre -designated trimm ing grids, regardless of size , on a set schedule, unless otherwise directed by the City . 2) Contractor shall meet with City annually to schedu le grid pruning . M () 3) Trimming shall provide a natural and aesthetically pleasing appearance that is typical of the species . Trees shall be trimmed to provide a minimum clearance over roadways and walkways and adhere to the General Specifications above . C. Service Request Pruning 1) The City will periodically submit a list of work orders to the Contractor . Contractor shall follow above specifications during service request pruning operations . II. Tree and Stump Removals -Removal shall consist of the removal of any tree or stump and its root system , and backfilling of the hole with good qual ity topsoil. A. General Specifications 1) Tree removals shall be conducted in accordance with accepted standards of the arboricultural profession . 2) Tree removals shall follow the City's basic criteria as outlined within the City 's Municipal Code §3-4D-9A 1 to §3-4D -9A 11. 3) Contractor shall consult with the City's designated representative prior to any removal operation . 4) Contractor shall identify the location of all utilities and private property landscape irrigation components prior to any removal operation . Contractor shall take all necessary precautions to ensure utilities are not damaged . As needed , Contractor shall notify Dig Alert in advance of removal operations . 5) All tree removals shall include removal of the stump and grinding chips, as well as backfilling of the hole created by the removal with good-quality topsoil suitable for the replanting of a replacement tree . 6) Contractor shall ensure that , with use of proper techniques and equipment , at no time shall branches , limbs , or tree trunks be allowed to freefall . 7) Excess debris , trimmings , branches and wood shall be removed from the work site following, as closely as possible , the removal operation . Ill. Planting -Planting shall include the tree, stakes, ties and weed -eater guards along with complete installation , watering and care . Planting lists will be completed by the City 's designated representative and submitted to Contractor as needed. Contractor shall guarantee the quality of the tree stock and workmanship. A. General Specifications 1) Contractor shall identify the location of all utilities and private property landscape irrigation components prior to any planting operation . Contractor shall take all necessary precautions to ensure utilities are not damaged , including contacting Dig Alert as necessary. N () 2) Trees shall be in a minimum 15-gallon container or as specified by the City. 3) Contractor shall consult with the City 's designated representative before any planting operation . 4) Contractor shall be responsible for the stability of the p lanted trees , including the stakes , ties , and weed-eater gua rds as appropriate . 5) Using hoses , equipment , o r water from private properties is prohibited . B. New Tree Care 1) Contractor will care for and guarantee the l ife of newly planted trees for 90 calendar days . 2) While watering , Contractor shall maintain the tree watering bas i ng by removing weeds and debris , and retaining the basin to appropriate s ize and grade standards . 3) New trees shall be water sufficiently to maintain good health and encourage growth . IV. Emergency Services -The Contractor shall be requi red to provide emergency on-call response for damaged trees as a result of storms or emergency conditions . Emergency calls may occur at any time . Emergency work shall begin within 24 hours of initial call. V . Clean up and Disposal of Green Waste and Debris -Contractor shall clear all tree material and debris from the job s ite at the end of each work day. Cleaning shall include but not be limited to raking lawn areas , sweeping streets and sidewalks ; and removing brush , branches and other debris . Under no circumstance will any tree material be allowed to enter any storm drain . Contractor shall recycle all tree material , of which the amount (in we ight recycled ) shall be reported to the City in compliance with AB 939 . VI. Tree Inventory Database -Contractor shall provide a complete cityw ide GPS tree inventory/database of t he City 's public trees. The address information in the inventory shall be linked to a GIS program (Arc GIS or ArcView). Contractor shall update the tree inventory on a regular basis , as conditions require (i.e . tree removed , planted , trimmed , etc .). The City will have access to upda ted data at a ll times . 0 () EXHIBIT "8" SCHEDULE OF PERFORMANCE Contractor shall provide services identified in Exhibit "A " on a da ily , weekly , monthly basis as requested by City . p 0 EXHIBIT "C" COMPENSATION The City shall pay Contractor to perform the services identified in Exhibit "A" and as more fully described and provided for herein as specified below : Description Unit Unit Price Grid Tree Pruning Each 59.00 Service Request Tree Pruning (including Ficus trees) Full Trim 0-6" dbh Each 30 .00 Full Trim 7-12" dbh Each 89 .00 FuiiTrim 13-16"dbh Each 89 .00 Full Trim over 16" dbh Each 240 .00 Clearance Trim 0-6" dbh Each 20 .00 Clearance Trim 7-16" dbh Each 30 .00 Clearance Trim over 16" dbh Each 40 .00 Trim Coco Palm Each 50 .00 Trim Washingtonia Palm Each 50 .00 Trim Date Palm Each 50.00 Tree & Stump Removal up to 36" dbh Dia . Inch 25 .00 Tree & Stump Removal over 36" dbh Dia . Inch 30 .00 Stump Only Removal Dia . Inch 10 .00 Tree Planting 15 gallon w/ barrier Each 150 .00 15 gallon w/out barrier Each 125 .00 24" box w/barrier Each 275 .00 24" box w/out barrier Each 250 .00 Crew Rental (3 men w/ equipment) Per Hour 180 .00 Emergency Response Per Hour 240 .00 Specialty Equipment Per Hour 100.00 GPS Tree Inventory Per Tree Site 2 .00 Q ) EXHIBIT "0" REPRESENTATIVES City of Temple City Parks & Recreation Department Attn : Cathy Burroughs 9701 Las Tunas Drive Temple City, California 91780 Fax: (626) 454-3221 Email : cburroughs@templecity .us West Coast Arborists , Inc. Attn : Patrick Mahoney, President 2200 E. Via Burton Street Anaheim CA 92806 Fax: 714-956-3745 Email : 18 EXHIBIT "E" BONDS REQUIRED "No Bonds Required" 19 EXHIBIT "F" INSURANCE REQUIREMENTS FOR CITY OF TEMPLE CITY The City requires a certificate of insurance, including an underwriter's endorsement, prior to commencement of the Services. The insurance policies are to include additional endorsements that contain the following provisions: 1. That the C ity of Temple City and its respective officers and employees are additional insureds unde r the policy; 2 . The policies are primary and non -contributory to any insurance that may be carried by City ; 3. The City is entitled to thirty (30) days ' prior written notice (1 0 days for cancellation due to non -payment of premium ) of cancellation , material reduction , or non -renewal of the pol icy or policies. 4. The insurance shall be carried only by responsible insurance companies that have rated "A-" and "V " or better by the A.M. Best Key Rating Guide , that are licensed to do business in the State of Ca l ifornia . City w ill accept insurance provided by non-admitted "surplus lines" carriers only if the carrier is authorized to do business in the State of California . Only the following "marked " requirements are applicable: X Commercial General Liability (CGL): Insurance written on an occurrence basis to protect Contractor and City against liabi lity or claims of liability which may a rise out of this order in the amount of one million dollars ($1 ,000 ,000 ) per occurrence and subject to an annual aggregate of one million dollars ($1 ,000 ,000 ). There shall be no endorsement or modification of the CGL limiting the sc ope of coverage for either insured vs. additional insured claims or contractual liabil ity. All defense costs shall be outside the limits of the policy. X Vehicle Liability Insurance: Contractor shall also procure and shall ma i ntain during the term of this order vehicle liability insurance in an amount not less than $1 ,000 ,000 for injuries, including accidental death , to any one person , and subject to the same minimum for each person , in an amount not less than one million dol lars ($1 ,000 ,000 ) for each accident , and property damage insuran ce in an amount of not less than one m illion dollars ($1 ,000 ,000 ). X Workers' Compensation Insurance: For all of Contractor's employees who are subject to this order and to the extent required by applicable state or federal law , Contractor shall keep in full force and effect a Workers ' Compensation policy . That policy shall provide a minimum of one million dollars ($1 ,000 ,000 ) of employers' liability 20 coverage , and Contractor shall provide an endorsement that the i ns u rer wa ives the r ight of subrogation against the City and its respect ive elected officia ls , officers , employees , agents and representatives . In the event a claim under the prov is ions of the Californ ia Workers ' Compensation Act is fi led against C ity by a bona fide employee of Co ntractor participating under this Agreement, Contractor is to defend and indemnify the City from such claim . 2 1