HomeMy Public PortalAboutAgreement_2017-07-01 to 2018-06-30_West Coast Arborists Inc._Tree trimming and maintenance service_17-001CSECOND AMENDMENT TO THE
AGREEMENT FOR TREE MAINTENANCE SERVICES
by and between
the
CITY OF TEMPLE CITY
and
WEST COAST ARBORISTS
Dated 1. � 20 ! -'
RN #4840-1328-2571 v
SECOND AMENDMENT TO AGREEMENT FOR TREE MAINTENANCE SERVICES
This Second Amendment to the Agreement for Tree Maintenance Services (Second
Amendment"), which is dated for reference as indicated on the cover page, is hereby entered into
by and between the CITY OF TEMPLE CITY, a California charter city ("City"), and West Coast
Arborists, Inc., a corporation ("Service Provider"), as follows:
RECITALS
A. City and Service Provider entered in an Agreement for Tree Maintenance Services on
May 19, 2015 ("Agreement'), The Agreement provides that Contractor will perform for
City those tree maintenance services specified in the Scope of Services.
B. Section 1.1 of the Agreement [Term] provides that subject to the provisions of Section 8
[Termination] of the Agreement, the term of the 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.
C. City and Service Provider approved a First Amendment to the Agreement on June 7,
2016, extending the term of the Agreement for one additional year and revising the
compensation for the additional year.
D. This Second Amendment amends Section 1.1 to authorize renewal of the Agreement for
one (1) additional year commencing on July 1, 2017,
E. Section 2.1 of the Agreement [Compensation] provides that City shall pay to Contractor
for non -disputed Services rendered, the compensation set forth in Exhibit "C"
[Compensation] incorporated by reference. Total compensation to Contractor for the
Services shall not exceed the total price or "not to exceed" amount set forth in Exhibit
"C," without the prior written approval of City in accordance with Section 9.10
[Amendments] and Section 9.19 [Administration and Implementation].
F. This Second Amendment amends Section 2.1 revising the compensation for tree
maintenance services by 21K as set forth in the FY 2017-18 Schedule of Compensation
attached hereto and incorporated by reference.
G. This Second Amendment also amends Section 16 of the Agreement to modify the
indemnification terms so that they will comply with new standards required of the City
by its insurers.
H. This Second Amendment finally amends Section 17 of the Agreement to modify certain
language related to insurance to better comply with standards required of the City by its
insurers.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the
parties do hereby enter into this Second Amendment which modifies and amends the Agreement
as follows:
RIV 44640-1328-2571 V 1 -2-
1. AMENDMENT. The Agreement is hereby modified and amended as follows:
1.1 Term Section 1.1 of the Agreement is hereby amended as follows:
Subject to the provisions of Section 8 [Termination] of this Agreement, the term of this
Agreement is extended for I year commencing on July 1, 2017 and expiring on June
30, 2018. ("Term'). The Agreement may be renewed for up to one additional year
upon mutual consent of the Parties.
1.2 Compensation Section 2.1 of the Agreement is hereby amended as follows:
City shall pay to Service Provider for non -disputed Services rendered, the
compensation set forth in FY 2017-2018 Schedule of Compensation attached hereto
and incorporated herein by reference as Exhibit "C" Compensation. Total
compensation to Contractor for the Services shall not exceed the FY 2017-18 adopted
City Budget for the specific services funded in the following accounts without the prior
written approval of City in accordance with Section 9.10 [Amendments] and Section
9.19 [Administration and Implementation]:
Acet. #47-970-834254
Tree Trimming
Acct. #47-970-834261
Tree Removal
Acct. #47-970-83-4660
Tree Planting
1.3 Indemnification. Section 4 of the Agreement is hereby amended to read as follows:
(a) Indemnification for Professional Liability. Where the law establishes a
professional standard of care for Service Provider's services, to the fullest extent
permitted by law, Service Provider shall indemnify, protect, defend and hold harmless
City and any and all of its officials, employees and agents ("Indemnified Parties")
from and against any and all liability (including liability for claims, suits, actions,
arbitration proceedings, administrative proceedings, regulatory proceedings, losses,
expenses or costs of any kind, whether actual, alleged or threatened, including
attorneys' fees and costs, court costs, interest, defense costs, and expert witness fees)
arise out of, are a consequence of, or are in any way attributable to, in whole or in part,
any negligent or wrongful act, error or omission of Service Provider, or by any
individual or entity for which Service Provider is legally liable, including but not
limited to officers, agents, employees or sub -Service Providers of Service Provider, in
the performance of professional services under this Agreement.
(b) Indemnification for Other than Professional Liability., Other than in the
performance of professional services and to the full extent permitted by law, Service
Provider shall indemnify, protect, defend and hold harmless City, and any and all of its
employees, officials and agents from and against any liability (including liability for
claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged or
threatened, including attorneys' fees and costs, court costs, interest, defense costs, and
expert witness fees), where the same arise out of, are a consequence of, or are in any
RFV N4840-1328-2571 Y1 -3-
way attributable to, in whole or in part, the performance of this Agreement by Service
Provider or by any individual or entity for which Service Provider is legally liable,
including but not limited to officers, agents, employees or sub -Service Providers of
Service Provider.
(c) Indemnification from Sub -Service Providers.. Service Provider agrees to obtain
executed indemnity agreements with provisions identical to those set forth in this
section from each and every Sub -Service Provider or any other person or entity
involved by, for, with or on behalf of Service Provider in the performance of this
Agreement naming the Indemnified Parties as additional indemnitees. In the event
Service Provider fails to obtain such indemnity obligations from others as required
herein, Service Provider agrees to be fully responsible according to the terms of this
section. Failure of City to monitor compliance with these requirements imposes no
additional obligations on City and will in no way act as a waiver of any rights
hereunder. This obligation to indemnify and defend City as set forth herein is binding
on the successors, assigns or heirs of Service Provider and shall survive the
termination of this Agreement or this section.
(d) Limitation of Indemnification. Notwithstanding any provision of this section to
the contrary, design professionals are required to defend and indemnify the City only
to the extent permitted by Civil Code Section 2782.8, which limits the liability of a
design professional to claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the design
professional. The term "design professional," as defined in Section 2782.8, is limited
to licensed architects, licensed landscape architects, registered professional engineers,
professional land surveyors, and the business entities that offer such services in
accordance with the applicable provisions of the California Business and Professions
Code.
(e) Citv's Neelieence. The provisions of this section do not apply to claims
occurring as a result of City's sole negligence. The provisions of this section shall not
release City from liability arising from gross negligence or willful acts or omissions of
City or any and all of its officials, employees and agents.
1.4 Insurance. Section 6 of the Agreement is hereby amended as follows:
Service Provider agrees to obtain and maintain in full force and effect during the term
of this Agreement the insurance policies set forth in Exhibit ' F" "Insurance" and made
a part of this Agreement. All insurance policies shall be subject to approval by City as
to form and content. These requirements are subject to amendment or waiver if so
approved in writing by the City Manager. Service Provider agrees to provide City
with copies of required policies upon request.
2. GENERAL PROVISIONS.
2.1 Remainder Unchanged. Except as specifically modified and amended in this First
Amendment, the Agreement remains in full force and effect and binding upon the
parties.
RIV 84840.1328-2571 VI 4-
2.2 Integration. This First Amendment consists of pages I through _ inclusive, which
constitute the entire understanding and agreement of the parties and supersedes all
negotiations or previous agreements between the parties with respect to all or any part
of the transaction discussed in this First Amendment.
2.3 Effective Date. This First Amendment shall not become effective until the date it has
been formally approved by the City Council and executed by the appropriate
authorities of the City and Service Provider.
2.4 Applicable Law. The laws of the State of California shall govern the interpretation
and enforcement of this First Amendment.
2.5 References. All references to the Agreement include all their respective terms and
provisions. All defined terms utilized in this First Amendment have the same meaning
as provided in the Agreement, unless expressly stated to the contrary in this First
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
the Agreement on the date and year first written above.
CITY:
THE CITY OF TEMPLE CITY
By:
Bryan Cook, City Manager
G1tlll —W
Peggy Mi 'lerk
(o–LI –11
Eric S.�sil ity Attome
K1ve4840-1328-2571 vi -5-
SERVICE PROVIDER:
West Coast Arbori Inc.
By: /
Name: Patrick Mahoney
Title: President
By:
Name: Richard Mahon
Title: Assistant Secretary
NOTE: SERVICE PROVIDER'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 SERVICE
PROVIDER'S BUSINESS ENTITY.
RIV #4840-1328-2571 VI -6-
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 5/4/17 before me,
Date
personally appeared
Amelia I. Menzel, Notary Public
Here Insert Name and Title of the Officer
Patrick Mahonev and Richard Mahonev
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the pers hose nam s re
subsc ' the within instrum and acknowledg I that he xecuted the s m
he' uthorized capacitt flies d that b his{he the' natur (s on a instrument the persor s�
or the entity upon behalf of which the persorj cted, executed the instrument.
AMELIA I. MENZEL
CommtaaIN f 2105517
Z "� Notary Pub#c - California z
Oranpa County
MY Comm. Ex*n Apr 2, 2019
Place Notary Seal Above
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 official se I.
Signature ._4'64XdoM1 v j t
Signature of Notary Public
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: City of Temple City - 2nd Amendment to Tree Maintenance Agreement w/ WCA, Inc.
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Patrick Mahoney
X Corporate Officer — Title(s): President
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer Is Representing: WCA. Inc.
Signer's Name: Richard Mahoney
N Corporate Officer — Title(s): Asst. Secretary
❑ Partner — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer Is Representing: WCA. Inc.
02016 National Notary Association • www.NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) Rem #5907
EWKO# ati S
Oft prnaa
EXHIBIT "C"
COMPENSATION
City of Temple City
FY 2017-2018 Schedule of Compensation
Tree Maintenance Services
provided by West Coast Arborists, Inc.
Current
Proposed
I Item
(Description
[Unit
Unit
Prices
Unit
Prices
1
Grid Tree Pruning
Each
$
60.15
$
61.35
Service Request Tree Pruning (including
Ficus trees)
2
Full Trim 0-6" dbh
Each
$
30.60
$
31.20
3
Full Trim 7-12" dbh
Each
$
90.75
$
92.50
4
Full Trim 13-16" dbh
Each
$
90.75
$
92.50
5
Full Trim over 16" dbh
Each
$
244.80
$
249.70
6
Clearance Trim 0-6" dbh
Each
$
20.40
$
20.80
7
Clearance Trim 7-16" dbh
Each
$
30.60
$
31.20
8
Clearance Trim over 16" dbh
Each
$
40.80
$
41.60
9
Trim Coco Palm
Each
$
51.00
$
52.00
10
Trim Washingtonia Palm
Each
$
51.00
$
52.00
11
Trim Date Palm
Each
$
51.00
$
52.00
12
Tree & Stump Removal up to 36" dbh
Dia. Inch
$
25.50
$
26.00
13
Tree & Stump Removal over 36" dbh
Dia. Inch
$
30.60
$
31.20
14
Stump Only Removal
Dia. Inch
$
10.20
$
10.40
Tree Planting:
15
15 gallon tree wl Barrier
Each
$
153.00
$
156.00
16
15 gallon tree w/out Barrier
Each
$
127.50
$
130.00
17
24 inch box tree w/ Barrier
Each
$
280.50
$
286.00
18
24 inch box tree wlout Barrier
Each
$
255.00
$
260.00
19
Crew Rental (3 men w/ equipment)
Per hour
$
183.60
$
187.20
19
Emergency Response
Per hour
$
244.80
$
249.60
20
Specialty Equipment
Per hour
$
102.00
$
102.00
21
GPS Tree Inventory
Per tree site
$
2.00
$
2.00
Proposed prices based on Consumer Price Index of 2.0%. Proposed prices become
effective July 1, 2017.
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:
Minimum Scope of Insurance. Coverage shall be at least as broad as:
X Commercial General Liabilitv. Insurance Services Office form Commercial General Liability
coverage (Occurrence Form CG 0001).
X Automobile Liabilitv, 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 Limits) and Employer's
Liability Insurance as required by the Labor Code of State of California covering all persons
providing Services on behalf of the Service Provider and all risks to such persons under this
Agreement.
Professional (Errors and Omissions) Liabilitv. Professional liability insurance appropriate to
the Service Provider's profession. This coverage may be written on a "claims made" basis,
and must include coverage for contractual liability. The insurance must be maintained for at
least three (3) consecutive years following the completion of Service Provider'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 evidence of this continuous
coverage.
Service Provider shall maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement. Any policy 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 limits of insurance
no less than:
(1) Commercial General Liabilitv. $1,000,000 per occurrence, $2,000,000
general aggregate for bodily injury, personal injury and property damage.
(2) Automobile Liabilitv. No less than $1,000,000 combined single limit for
each accident.
(3) Workers' Compensation. Workers' Compensation as required by the
Labor Code of the State of California of not less than $1,000,000 per occurrence and Employer's
Liability Insurance with limits of at least $1,000,000.
(4) Professional Liabilitv. $1,000,000 per claim and in the aggregate.
B. Other Provisions. Insurance policies required by this Agreement shall 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 either Party to this
Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail,
return receipt requested, has been given to City.
2. Commercial General Liabilitv and Automobile Liabilitv 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 appointed officers, officials, or
employees.
(2) Service Provider's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
(3) Requirements of specific coverage features or limits contained in this
Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any
coverage normally provided by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not intended by any party or insured
to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Service
Provider maintains higher limits than the minimums shown above, the Agency requires and shall 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 maintained by Agency shall not be required to contribute to it. The
limits of insurance required herein may be satisfied by a combination of primary and umbrella 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 basis 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 failure to comply with the reporting or other provisions of the
insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its
respective elected and appointed officers, officials, employees or volunteers.
3. Workers' Comoensation Coveraae. Unless the City Manager otherwise agrees in
writing, the insurer shall agree to waive all rights of subrogation against City, and its respective
elected and appointed officers, officials, employees and agents for losses arising from work
performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or before the
effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance
provisions of this contract have been complied with. The City may require that Service Provider
furnish City with copies of original endorsements effecting coverage required by this Exhibit "C". The
certificates and endorsements are to be signed by a person authorized by that insurer to bind
coverage on its behalf. City reserves the right to inspect complete, certified copies of all required
insurance policies, at any time.
1. Service Provider shall furnish certificates and endorsements from each
subService Provider 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 appointed officers, officials, employees and
volunteers or the Service Provider shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be
construed to limit Service Providers liability hereunder nor to fulfill the indemnification provisions and
requirements of this Agreement.