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HomeMy Public PortalAbout10) 7G Approval of Second Amendment with West Coast Arborists~-- DATE: TO : FROM: PARKS AND RECREATION DEPARTMENT MEMORANDUM June 6 , 2017 The Honorable City Council Bryan Cook , City Manager By: Cathy Burroughs, Director of Parks and Re creation C~ AGENDA ITEM 7 .G. SUBJECT: APPROVAL OF SECOND AMENDMENT TO THE AGREEMENT FOR TREE MAINTENANCE SERVICES WITH WEST COAST ARBORISTS RECOMMENDATION: The City Council is requested to approve the Second Amendment to the Agreement for Tree Maintenance Services with West Coast Arborists (WCA) and authorize the City Manager to execute the Amendment. BACKGROUND: 1. On De cembe r 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 May 19 , 2015, the City Council approved a one-year Agreement with WCA with three (3) one-year renewal options. 4. On June 7, 2016, the City Council approved the First Amendment to the Agreement for Tree Maintenance Services with WCA which extended the term of the Agreement one additional year and provided for a 2% cost of living increase. ANALYSIS: WCA is a for-pro fit California Corporation located in Anaheim with over 40 Certified Arborists and over 100 Certified Tree Workers . The company currently provides professional tree maintenance and management services for over 200 municipalities City Council June 6, 2017 Page 2 of 2 and public agencies throughout the states of California, Arizona , and Nevada including the neighboring cities of Alhambra, La Canada Flintridge, Orange , and Culver City. They have been providing contract tree maintenance services , including grid pruning, service request trimming , tree removals and tree plantings for the City of Temple City since 2000. The contract prices for various tree maintenance services have remained consistent , with minimal increases . In 2015 , staff considered various options for contract tree maintenance services inclu ding issuing a Request for Proposals (RFP) for those services or entering into a new agreement with a qualified vendor as authorized in §2-5-8:8 of the Temple City Municipal 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). Due to uncertainties with the Department of Industrial Relations (DIR) wage determination for Landscape Maintenance Tree Trimmer and because the City of El Segundo had issued a RFP for similar tree maintenance services within the previous year which was awarded to WCA, staff determined the most reasonable option was to enter into a new Agreement for Tree Maintenance Services w ith WCA at the pricing provided to the City of El Segundo. Staff plans to issue a RFP in 2018 for these services. WCA has provided a proposal to the City to renew the existing Agreement for Fiscal Year (FY) 2017-18 with a 2% Cost of Living Adjustment (COLA). Staff has prepared , and the City Attorney 's Office has reviewed , the attached Second Amendment to the Agreement for Tree Maintenance Services (Attachme nt "A ") with WCA amending Section 1 .1 [Term] and Section 2.1 [Compensation]. CITY STRATEGIC GOALS: Approval of the Second Amendment to the Agreement for Tree Maintenance Services with WCA furthers the City's Strategic Goals of Public Health and Safety and Quality of Life. FISCAL IMPACT: Sufficient funds have been included in the Fiscal Year (FY) 2017-18 proposed budget for this purpose . ATTACHMENT : A. Second Amendment to the Agreement for Tree Maintenance Services with West Coast Arborists ATTACHMENT A SECOND AMENDMENT TO THE AGREEMENT FOR TREE MAINTENANCE SERVICES by a nd between the CITY OF TEMPLE CITY a nd WEST COAST ARBORISTS Date d ______ , 2 0_ RIV #4840-1328-257 1 vi SECOND AMENDMENT TO AGREEMENT FOR TREE MAINTENANCE SERVICES This Seco nd Ame ndmen t to the Agreem e nt fo r Tree Mainte nance Services (Second Amendment"), w h ich i s dated for refe rence as indicated o n the cover page, is here by e nte r ed into by and between the C ITY O F TEMPLE CITY, a California charter city ("C ity"), and We st Coast Arborists, Inc., a corporation ("Service Provider"), as fo llows : RECITALS A. Ci ty and Service Provider e ntered in an Agreem e nt for T ree Maintenance Services on May 19 , 2015 ("Agreement"). The Agreement provides that Co ntractor will pe rfo rm for City th ose tree mainte nance services s pecifi ed in the Sco pe of Services. B . Section 1.1 of the Agreement [Term] provid es tha t s ubject to the provisions of Section 8 [Termination] of the Agreem ent, the term of the Agreement is for 1 year commenc ing on Jul y I , 2015 ("Term"). T he Agreement ma y be r enewed fo r up to an additional three (3) years upon mutual conse nt of the Parties. C. C ity and Service Provider approved a F ir st Amendment to t h e Agreement on June 7, 20 16 , extending the te rm of the Agreement for one additi onal year and revi s in g the compensation fo r the a dditi onal year. D . This Second Amendment amends Sectio n 1.1 to authorize renewal of the Agreement for one (1) a dditional year commencing on Jul y 1, 20 17 . E. Section 2 .1 of th e Agreement [C ompe nsa ti o n] prov ides that City sha ll pay to Co ntractor for non-disputed Services re ndered, the co mpensation set forth in Exhibit "C " [Compensation] in corporated by refere nce. Total compensati on to Contractor for the Services s hall no t e x ceed th e total pri ce or "not to exceed " amount set forth in Exhibit "C," w ith ou t th e prior written approval of C ity in accordance with Section 9.10 [Amendments] and Section 9 .19 [Administration and Impl ementati o n]. F. This Second Amendment ame nd s Section 2.1 re v is ing the co mpen sation for tree maintenance services by 2 % as set forth in the FY 20 17-18 Schedule of Compensation attach ed h e reto and incorporated by r efe r en ce. G. This Second Amendment also amends Section 16 of t he Agreement t o modify the inde mnification t erm s so that they will co mpl y with ne w standard s required of the City by its insurer s. H. This Second Ame ndment fina ll y amends Section 17 of th e Agreem ent to modify certain language re lated to insurance to better comply w ith standards required of the C ity by its msurer s. OPERATIVE PROVISIONS NOW, THEREFORE, in co nsi derati on of the promises made and recited h erein , the parti es do he re by enter into thi s Seco nd Amendment whic h modifi es and amends th e Agr eem ent as follows : R I V #4840-1 328-2 571 vi -2- 1. AMEN DMENT . T h e Agreement i s hereby modified and amended as fo ll ows: 1.1 Term Secti on 1.1 of th e Agr eement is hereby amende d as follows: Subject to the provision s of Secti on 8 [Termination] of t hi s Agreement, th e term of thi s Agreement is exte nd ed for 1 year c o mme ncing on J ul y I , 20 17 a nd ex piring on June 30, 20 18. ("Term "). T he Agreement may be renewed fo r up to one add itiona l year up o n mutual conse nt of th e Partie s. 1.2 Compen sation S ecti o n 2.1 of the A g reement is hereby amend e d as fo ll ows: Ci t y s ha ll pay to Service Provider for non-di sputed Services r endered , the compensation s et forth in F Y 2 0 17-20 18 Schedu le of Co mpensat io n attached hereto and incorpo rated herein by re fer ence as Exhibit "C" Compensation. Tot al compensation to Contracto r fo r th e Services sha ll not exceed t he FY 20 17-18 adopted Cit y Budge t for the specific ser v ices fund ed in the following accounts without the prior wri tt e n approval of City in accordance w ith Section 9.10 [Amendments] and Section 9.19 [Admin istra ti on and Implementation]: Acct. #47-970-83-4254 Acct. #47-970-83 -4261 Acct. #47-97 0-83-4660 T ree Trimming Tree Remov al Tree Pl antin g 1.3 Inde mnification. Sectio n 4 of the Agreement is hereby am e nd ed to read as follows : (a) Indemnification for Professional Li abi l ity. Where the law establishes a p rofess ional standard of care for Service Prov id er's services , to th e fu ll est extent permi tted by law, Service Prov ider s ha ll inde mnify, protect, defend and hold harmless C ity and any and all of its o ffici als, e mpl oyees and agents ("Indemnified Parties") from and agains t an y and a ll li ab ili ty (includin g li ab ility for claims, suits, act ions, arb it ra tion proceedings, a dmini s trative proceed in gs, regu lato ry proceedings , losses, expenses o r costs of any k ind , w he th er actual, alleged or threatened, including attorneys ' fees and costs, court costs, in terest , defen se costs, and expert wit ness fees) arise o ut o f, are a conseque nce of, o r are in any way attributable to, in w ho le or in part, any neg li gent or wrongful ac t, error or o mi ss ion of Serv ice Provid er, or by any indi v idual or e nti ty for w hic h Serv ice Provider is l egall y li abl e, incl uding but not limi te d t o officer s, agents , e mployees o r s ub-S ervice Providers of Service Provider , in the pe rformance of professional se rvices under thi s Agreement. (b) Inde mnificat io n for Other than Profess ional Liabi li ty. Other than in t he perform ance of professional services and to the fu ll extent perm itted by law, Service Provider s ha ll indemnify, protect, defend and hold harml ess City, and any and a ll of its empl oyees, officials and agents from and against any li ab ility (inc luding liability for c laims, s uits, acti ons, arb itration proceedings, administrative p roceedings, regu latory proceedings, losses, expenses or costs of any kind, whether actu a l, a ll eged or threatened, includi ng attorneys' fees a nd costs, court costs, i nteres t, defense costs, an d expert w itn ess fees), w here th e sam e ari se o ut of, ar e a consequence of, or are in any RIV #4840-132 8-257 1 vi -3- way attributable to , in w ho le or in part, the performance of this Agreement by Service Pro v ider or by any individual or entity for which Service Prov ider i s legally liable, including bu t no t limited to officers, agents, empl oyees or s ub-Service Prov iders of Service Provider. (c) Indemnification f rom Sub-Serv ice Provider s . Service Prov ider agrees to obtai n executed indemnity agreements with provisions identical to those se t forth in thi s section from each and ever y Sub-Serv ice Provider or any other p erson or entity involved by, for , with or on be ha lf of Service Provider in the performance of this Agreement nam in g the Inde m ni fi ed Pa rties as additional indemnitees . In the event Service Provider fai ls to o bta in s uch ind e mni ty obli gat io n s fro m othe rs as re quired her e in , Service Provider agrees to be fully re sponsible accord in g to the term s of this section . Failure of City to mo nito r comp liance with these re quirements imposes no additional ob ligations on C ity and will in no way act as a waiver of any ri gh ts hereunder. Thi s obl igati on t o ind e mni fy and defend City as set forth herein is binding on the successors , assigns or he irs of Service Provider and shall s urv ive the termination of this Agreeme nt or thi s section . (d) Limitation of Indemnification. Notwithstanding any prov is ion o f this section to the contrar y, des ign profess iona ls are required to defend and indemni fy th e City on ly to the extent permitted b y Civ il Cod e Section 2782.8, wh ic h limits the liability of a d esign professiona l to claims, s uits, act ions, arbitration proceedi ngs, administrative p roceedings, r egulatory proceedings, losses, expenses or cos ts that a ri se out of, pertain to, or relate to th e negli ge nc e, recklessness, or willful mi sco nduct of the design professional. The term "d es ign profess ional ," as defined in Secti o n 2782.8 , is limited to lic en sed architects , licen sed land sca pe architect s, regist e red profess io na l e n gineers, profess iona l la nd surveyo rs, and th e bus in ess entities that offe r s uch services in accordance with the ap plicable provi s io ns o f th e Ca li fornia Busin ess and Profess ions Code. (e) C ity 's Negligence. T he provi s ion s of thi s section do no t a pp ly to claims occurri n g as a re s ult of C ity's so le ne g li gence. T he provi s ion s of th is section shall not release C i ty from lia bi li ty ari s in g from gro ss ne g l igen ce o r wi ll ful acts or o mi ssions of C ity or any and a ll of it s officia ls, employees an d agent s. 1.4 Ins ura nce. Section 6 of the Agreement is h ereby am e nd ed as follows: Service Provider agrees to o btain and m a intain in fu ll force a nd effect during the term of thi s Agreement th e in s urance policies set forth in Exhi bit "F" "Ins urance" and made a part of this Agreeme nt. All in s ura nce po lic ies shall be s ubject to approva l by C it y as to fo rm and content. These require m e nt s are subj ect to amendment or waiver i f so approved in wri t in g by the C it y Manager. Se rv i ce Prov id e r agrees to provide City with copies of required po li cies up on request. 2 . GENERAL PROV I SIO NS . 2 .1 R emai nde r U nc ha nged . Except as specifi cally m od ified a nd amended in thi s First Amendme nt, th e Agreement rem a in s in full force and effect a nd binding upon the parties. RIV #484 0-1328-257 1 vi -4- 2.2 Integration . This First Amendment consists of pages 1 through _ inclusive, w hich constitute the entire understanding and agreement of the parties and supersedes all negoti ations or prev i ou s agreements between the parties w ith respect to all o r any part of the transaction discussed in thi s Fir st Amendment. 2.3 Effective Date . T hi s Fi rs t Amendment sh a ll not b ecome effective until the date it has been forma ll y approved by th e C it y Council a nd executed by the appropriate a uthorities of th e C ity and Servic e Provid e r. 2.4 A pplicable Law . T he laws of the State of California s hall gove rn th e interpretation and enforcement of thi s F irst Amendment. 2.5 Refe re nces. A ll r efere nces t o the Agreement include a ll th ei r respective terms and provisions. A ll defined terms utili zed in thi s First Ame ndme nt have the same meaning as provided in th e Agreement, unless expressl y stated to th e contrary in th is Firs t Amendment. IN WITNESS WHEREOF, the p arties hereto h ave executed this F ir st Amendment to the A g reement on the date and year firs t written above. C ITY: THE C ITY OF T EMP LE C ITY B y: ~---,~--~~~---------------Bryan Cook , C ity Manager ATTEST: Pe ggy Kuo , C it y C lerk APPROV E D AS TO FORM E r ic S. Vail , C it y Attorn ey RIV #484 0-1328-257 1 vi -5- NO TE: SERVICE PROVIDER: By: ------------------------ arn e: ________________ _ Ti tle : ------------------- By: _____________________ __ Name: -------------------- T itle: -------------------- SERVICE P R O VID E R 'S S I GNATURES SH ALL BE DULY NOTARIZED, AND A PPROPRIATE ATTESTATI ONS SH ALL BE INCLUDED AS MAY B E REQUIRED BY THE BYLAWS , ARTICLES OF INCORPORATION , OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER 'S BUSINESS ENTITY. R IV #4840 -1 328-257 1 vi -6- A notary pu bli c or oth e r officer completing th is ce rtifi ca te ve rifi es onl y the identity o f the ind ividual who s igned the docum ent to whi ch thi s certifi cate is att ac hed, and not th e truthfu ln ess, accurac , or vali di of th at document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________________ ~2~0~-------------------------------------------- beforeme, __ ~------------------------------------------~~~~~~~~~--~· Date Name And T1tte Of Officer (e g •Jane Doe, Notary Public·) personally appeared ------------------,..,---:-:----,-.,----------- Name of Stgner(s) who proved to me on the bas is of satisfactory evidence to be the person(s ) whose name (s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature (s ) on the instrument the person(s), or the entity upon behalf of which the perso n (s) acted , executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and offici al seal. Signature of Notary Public OPTIONAL Though this section is optional , completing th is information can deter alternation of the document o r fraudu le nt reattachment of this form to an unintend ed document. CAPACIT(IES) CLAIMED BY SIGNER(S) Signer's Name : 0 Individua l 0 Corporate Office r T itle(s) 0 Partner(s) 0 Attorney-In-Fact 0 Trustee(s ) 0 Guardian/Conservator 0 Other: Signer is represent in g: Na m e Of Person (s) O r Entity(i es ) 0 Lim ited 0 Ge nera l DESCRIPTION OF ATTACHED DOCUMENT T itl e or Type of Do cument Number Of Pages Date Of Document Signer(s) Other Than Na med Above A no tary public or other officer completing th is certificate verifies on ly the identity o f the indi vidual who s ig ned the document to wh ich thi s certificate is attac hed, and not the trut hfulne ss, accu rac , or va lidi of that documen t. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________________ ~2=0~------------------------------------------- beforeme, __ ~------------------------------------------~~~~~~~~~--~· Date Name And Title Of Officer {e g ·Jane Doe, Notary Public") personally appeared ------------------:-:---:-::---:--:------------ Name of Sogner(s) who proved to me on the bas is of satisfactory evidence to be the person (s) whose name (s) is/are subscribed to the within instrument and acknow ledged to me that he/she/they executed the same in h is/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person (s) acted , executed the instrument. I certify under PENALTY OF PERJURY under t he laws of the State of California that the foreg oing paragraph is true and correct. WITNESS my hand and official seal. S ig nature of Notary Public OPTIONAL Though th is section is option al , complet ing this information can deter alternation of the documen t or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) S igner's Name: 0 Individua l 0 Corporate Officer T itl e(s) 0 Partner(s) 0 Attorney-I n-Fact 0 Trustee(s) 0 Guardi an /Conservator 0 Other: Signer is represent ing : Na me Of Person (s) Or Entity(i es) 0 Lim ited 0 General DESCRIPTION OF ATTACHED DOCUMENT Title or Type of Document Number Of Pages Date Of Document Signer(s) Other Tha n Na med Above EXHIBIT "F" INSURANCE A. Insurance Requirements. Service Provider shall provide and maintain insurance , acceptable to the City , in full force and effect throughout the term of this Agreement , against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Provider, its agents , representatives or employees . Insurance is to be placed with insurers with a current A.M . Best's rating is an assigned policyholders ' Rating of A (or higher) and Financial Size Category Class VII (or larger). Only the following "marked " requirements are applicable and Service Provider shall provide the following scope and limits of insurance : 1. M i nimum Scope of Insurance . Coverage shall be at least as broad as : X Commercial General Liability . Insurance Services Office form Commercial General Liability coverage (Occu rrence Form CG 0001 ). X Automobile Liability . Service Provider shall maintain automobile insurance at least as board as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Service Provider arising out of or in connection with work to be performed under this Agreement, including coverage for any owned , hired , non-owned or rented vehicles . X Workers ' Compensation . Workers' Compensation Insurance (Statutory Lim its) and Employer's Liability Insurance as required by the Labor Code of State of Cal ifornia coveri ng all persons providing Services on behalf of the Service Provider and all r isks to such persons under this Agreement. Professional (Errors and Omissions) Liability . Professiona l liabil ity i nsurance appropriate to the Service Provider's profess ion. This coverage may be written on a "claims made" basis , and must include coverage for contractual liability. The insurance must be mainta i ned for at least three (3) consecutive years following the completion of Serv ice Prov ider's services or the termination of this Agreement. During this additional three (3) year period , Service Provider shall annually and upon request of the City submit written ev idence of this continuous coverage . Service Provider shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement. Any pol icy inception date , continuity date , or retroactive date must be before the effective date of this agreement and Service Provider agrees to maintain continuous coverage through a period of no less than three years after completion of the services required by this agreement. 1. Minimum Limits of Insurance . Service Provider shall maintain l imits of insurance no less than : (1) Commercial General Liabil ity. $1 ,000 ,000 per occurrence , $2 ,000 ,000 general aggregate for bodily injury , personal injury and property damage . (2) each accident. Automobile Liability. No less than $1 ,000 ,000 combined single limit for (3) Workers' Compensation . Workers' Compensation as req uired by the Labor Code of the State of California of not less than $1 ,000 ,000 per occurrence and Employer's Liability Insurance w ith limits of at least $1,000,000 . (4) Professional Liability. $1 ,000 ,000 per claim and in the aggregate. B. Other Provisions . Insurance policies required by this Agreement sha l l contain the following provisions : 1. All Policies . Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended , voided , cancelled by the insurer or e ither Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified ma il, return receipt requested , has been g iven to City . 2 . Commercial General Liability and Automobile Liability Coverages . (1) City, and its respective elected and appointed officers , officials , and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Service Provider performs ; products and completed operations of Service Provider; premises owned , occupied or used by Service Provider; or automobiles owned , leased , hired or borrowed by Service Provider. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appoi nted officers , officials , or employees . (2) Service Provider's insurance shall apply separately to each insured against whom claim is made or su it is brought , except with respect to the lim its of the insurer's liability . (3) Requirem ents of specific coverage features or limits contained in th is Section are not intended as a limitation on coverage , limits or other requirements, or a waiver of any coverage normally provided by any insura nce . Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not i ntended by any party or insured to be all inclus ive , or to the exclusion of other coverage , or a wa iver of any type . If the Service Provider maintains higher lim its than the minimums shown above , the Agency requires and shal l be entitled to coverage for the higher limits maintained by the Service Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency. (4) Coverage provided by the Service Provider shall be primary and any insurance or self-insurance or mainta i ned by Agency shall not be required to contribute to it. The limits of insurance required here i n may be satisfied by a comb in at ion of primary and umbre l la or excess insurance . Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory bas is for the benefit of Agency before the Agency's own insurance or self-insurance shall be called upon to protect is as a named insured . (5) Any fai l ure to comply with the report ing or other prov isions of the insurance policies , including breaches of warranties , shall not affect coverage provided to C ity , and its respective elected and appointed officers , officials, employees or volunteers . 3 . Workers' Compensation Coverage . Unless the City Manager otherw ise agrees in writing , the i nsurer shall agree to wa ive all rights of subrogation aga i nst City , and its respect ive e lected and appointed officers , officials , employees and agents for losses arising from work performed by Serv ice Provider. C . Other Requirements . Service Provider agrees to deposit w ith City, at or before the effective date of this Agreement, certificates of insurance necessary to sat isfy City that the insurance provisions of this contract have been complied with . The C ity may require that Service Provider furnish City with copies of original endorsements effecting coverage required by th is Exhibit "C". The certificates and endorsements are to be signed by a person authorized by that i nsurer to bind coverage on its behalf. City reserves the right to inspect comp lete , certified cop ies of all requ i red insurance pol i cies , at any time . 1. Service Provider shall furn i sh certifi cates and endorsements from each subService Prov ider identical to those Service Provider provides . 2 . Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City , either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appo inted officers , offici als , emp loyees and vo lunteers or the Service Provider shall procure a bond guarantee in g payment of losses and re lated investigations , c la im administration , defense expenses and claims . 3 . The procuring of such required policy or policies of i nsurance shall not be construed to limit Service Provider's liability hereunder nor to fulfill the indemnification prov isions and requirements of this Agreement.