HomeMy WebLinkAbout2015 CON West Coast Arborists - Urban Forest Maintenance ServicesAGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
WEST COAST ARBORISTS, INC.
THIS AGREEMENT is entered into this 16th day of November, 2015, by and between
the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and WEST COAST
ARBORISTS, INC., a corporation (the "CONTRACTOR").
RECITALS
WHEREAS, the CITY desires to employ a CONTRACTOR to provide Urban Forestry
Maintenance services.
WHEREAS, the CITY has determined that the CONTRACTOR is a certified forestry
professional and is qualified by experience and ability to perform the services desired by the
CITY, and the CONTRACTOR is willing to perform such services.
WHEREAS, this contract is being awarded based on cooperative purchasing, as
permitted in National City Municipal Code section 2.60.260. The City of Encinitas has gone
through a competitive process for these services and selected this CONTRACTOR, and the
CITY is entering into this Agreement with the prices established through that competitive
process.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the
CONTRACTOR, and the CONTRACTOR agrees to perform the services set forth here in
accordance with all terms and conditions contained herein.
The CONTRACTOR represents that all services shall be performed directly by
the CONTRACTOR or under direct supervision of the CONTRACTOR.
2. SCOPE OF SERVICES. The CONTRACTOR shall perform tree pruning services
using a grid system, not to exceed $50,000.00, as the same are set forth in Contractor's proposal.
The CONTRACTOR will perform services as set forth in the attached Exhibit "A".
3. PROJECT COORDINATION AND SUPERVISION. Miguel Diaz hereby is
designated as the Project Coordinator for the CITY and will monitor the progress and execution
of this Agreement. The CONTRACTOR shall assign a single Project Director to provide
supervision and have overall responsibility for the progress and execution of this Agreement for
the CONTRACTOR. Michael Palat thereby is designated as the Project Director for the
CONTRACTOR.
4. COMPENSATION AND PAYMENT. The compensation for the
CONTRACTOR shall be based on monthly billings covering actual work performed. Billings
shall include labor classifications, respective rates, hours worked and also materials, if any,
consistent with the rates and unit prices set forth in Exhibit "B". The cost for the work described
in Exhibit "A " shall not exceed a total of $50,000.00. Monthly invoices will be processed for
payment and remitted within thirty (30) days from receipt of invoice, provided that work is
accomplished consistent with Exhibit "A" and billed in accordance with the prices and rates in
Exhibit `B", as determined by the CITY.
The CONTRACTOR shall maintain all books, documents, papers, employee time
sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such
materials available at its office at all reasonable times during the term of this Agreement and for
three (3) years from the date of final payment under this Agreement, for inspection by the CITY,
and for furnishing of copies to the CITY, if requested.
5. ACCEPTABILITY OF WORK. The City shall decide any and all questions
which may arise as to the quality or acceptability of the services performed and the manner of
performance, the acceptable completion of this Agreement, and the amount of compensation due.
In the event the CONTRACTOR and the City cannot agree to the quality or acceptability of the
work, the manner of performance and/or the compensation payable to the CONTRACTOR in
this Agreement, the City or the CONTRACTOR shall give to the other written notice. Within ten
(10) business days, the CONTRACTOR and the City shall each prepare a report which supports
their position and file the same with the other party. The City shall, with reasonable diligence,
determine the quality or acceptability of the work, the manner of performance and/or the
compensation payable to the CONTRACTOR.
6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement
will become effective on November 16, 2015. The duration of this Agreement is for the period of
October 1, 2015 through June 30, 2017. Completion dates or time durations for specific portions
of the Project are set forth in Exhibit "B".
Provided that the City is satisfied with CONTRACTOR'S performance under this
Agreement and CONTRACTOR is in full compliance with the terms and conditions of the
Agreement, the City has, in its sole and complete discretion, one (1) option to extend the terms
of this Agreement for a two (2) year period, following the Termination Date on the same terms
and conditions set forth in this Agreement.
If the option to extend this Agreement is exercised, the CONTRACTOR may
request, in writing, a unit price increase not to exceed the current San Diego Area Consumers
Price Index or 2.5% whichever is greater. All new price increases shall take effect upon
execution of an Agreement extension.
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the
CONTRACTOR for this Project, whether paper or electronic, shall become the property of the
CITY for use with respect to this Project, and shall be turned over to the CITY upon completion
of the Project, or any phase thereof, as contemplated by this Agreement.
2 City's Standard Agreement-2014 revision
Contemporaneously with the transfer of documents, the CONTRACTOR hereby
assigns to the CITY, and CONTRACTOR thereby expressly waives and disclaims any copyright
in, and the right to reproduce, all written material, drawings, plans, specifications, or other work
prepared under this Agreement, except upon the CITY'S prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR
shall, upon request of the CITY, execute any further document(s) necessary to further effectuate
this waiver and disclaimer.
The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium, or method utilize the CONTRACTOR'S
written work product for the CITY'S purposes, and the CONTRACTOR expressly waives and
disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to
intellectual property and artistic works.
Any modification or reuse by the CITY of documents, drawings, or specifications
prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section
14, but only with respect to the effect of the modification or reuse by the CITY, or for any
liability to the CITY should the documents be used by the CITY for some project other than
what was expressly agreed upon within the Scope of this project, unless otherwise mutually
agreed.
8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of
this Agreement will be acting in an independent capacity and not as agents, employees, partners,
or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S
employees are employees of the CITY, and are not entitled to any of the rights, benefits, or
privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy-
ment, or workers' compensation insurance.
This Agreement contemplates the personal services of the CONTRACTOR and
the CONTRACTOR'S employees, and it is recognized by the parties that a substantial
inducement to the CITY for entering into this Agreement was, and is, the professional reputation
and competence of the CONTRACTOR and its employees. Neither this Agreement nor any
interest herein may be assigned by the CONTRACTOR without the prior written consent of the
CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or
hiring as many employees, or SUBCONTRACTORS, as the CONTRACTOR may deem
necessary for the proper and efficient performance of this Agreement. All agreements by
CONTRACTOR with its SUBCONTRACTOR(S) shall require the SUBCONTRACTOR(S) to
adhere to the applicable terms of this Agreement.
9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have
any control over the conduct of the CONTRACTOR or any of the CONTRACTOR'S
employees, except as herein set forth, and the CONTRACTOR or the CONTRACTOR'S agents,
servants, or employees are not in any manner agents, servants, or employees of the CITY, it
being understood that the CONTRACTOR its agents, servants, and employees are as to the
CITY wholly independent CONTRACTOR, and that the CONTRACTOR'S obligations to the
CITY are solely such as are prescribed by this Agreement.
3 City's Standard Agreement —2014 revision
10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the
performance of the services to be provided herein, shall comply with all applicable state and
federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City
of National City, whether now in force or subsequently enacted. The CONTRACTOR and each
of its SUBCONTRACTOR(S), shall obtain and maintain a current City of National City business
license prior to and during performance of any work pursuant to this Agreement.
11. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants
that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally
required to practice its profession. The CONTRACTOR represents and covenants that the
CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of
this Agreement, any license, permit, or approval which is legally required for the
CONTRACTOR to practice its profession.
12. STANDARD OF CARE.
A. The CONTRACTOR, in performing any services under this Agreement,
shall perform in a manner consistent with that level of care and skill ordinarily exercised by
members of the CONTRACTOR'S trade or profession currently practicing under similar
conditions and in similar locations. The CONTRACTOR shall take all special precautions
necessary to protect the CONTRACTOR'S employees and members of the public from risk of
harm arising out of the nature of the work and/or the conditions of the work site.
B. Unless disclosed in writing prior to the date of this Agreement, the
CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years
preceding, been debarred by a governmental agency or involved in debarment, arbitration or
litigation proceedings concerning the CONTRACTOR'S professional performance or the
furnishing of materials or services relating thereto.
C. The CONTRACTOR is responsible for identifying any unique products,
treatments, processes or materials whose availability is critical to the success of the project the
CONTRACTOR has been retained to perform, within the time requirements of the CITY, or,
when no time is specified, then within a commercially reasonable time. Accordingly, unless the
CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all
products, materials, processes or treatments identified in the project documents prepared for the
CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due
diligence under this sub -paragraph will render the CONTRACTOR liable to the CITY for any
increased costs that result from the CITY'S later inability to obtain the specified items or any
reasonable substitute within a price range that allows for project completion in the time frame
specified or, when not specified, then within a commercially reasonable time.
13. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not
discriminate against any employee or applicant for employment because of age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or
medical condition. The CONTRACTOR will take positive action to insure that applicants are
employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation,
marital status, national origin, physical handicap, or medical condition. Such action shall include
but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and
4 City's Standard Agreement-2014 revision
selection for training, including apprenticeship. The CONTRACTOR agrees to post in
conspicuous places available to employees and applicants for employment any notices provided
by the CITY setting forth the provisions of this non-discrimination clause.
14. CONFIDENTIAL INFORMATION. The CITY may from time to time
communicate to the CONTRACTOR certain confidential information to enable the
CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of
such information, even within its own organization, to the extent necessary to perform the
services to be provided herein. The foregoing obligation of this Section 14, however, shall not
apply to any part of the information that (i) has been disclosed in publicly available sources of
information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly
available sources of information; (iii) is already in the possession of the CONTRACTOR without
any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the
CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has
been or is rightfully authorized by that third party.
The CONTRACTOR shall not disclose any reports, recommendations,
conclusions or other results of the services or the existence of the subject matter of this
Agreement without the prior written consent of the CITY. In its performance hereunder, the
CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting
the information or other property of any other person, firm or corporation.
CONTRACTOR shall be liable to CITY for any damages caused by breach of this
condition, pursuant to the provisions of Section 14.
15. INDEMNIFICATION AND HOLD HARMLESS.
The CONTRACTOR agrees to defend, indemnify and hold harmless the City of
National City, its officers and employees, against and from any and all liability, loss, damages to
property, injuries to, or death of any person or persons, and all claims, demands, suites, actions,
proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including
workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the
CONTRACTOR'S performance or other obligations under this Agreement; provided, however,
that this indemnification and hold harmless shall not include any claims or liability arising from
the established sole negligence or willful misconduct of the City, its agents, officers, or
employees. The indemnity, defense, and hold harmless obligations contained herein shall survive
the termination of this Agreement for any alleged or actual omission, act, or negligence under
this Agreement that occurred during the term of this Agreement.
16. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all
of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of
California, the applicable provisions of Division 4 and 5 of the California Government Code and
all amendments thereto; and all similar State or federal acts or laws applicable; and shall
indemnify, and hold harmless the CITY and its officers, and employees from and against all
claims, demands, payments, suits, actions, proceedings, and judgments of every nature and
5 City's Standard Agreement-2014 revision
description, including reasonable attorney's fees and defense costs presented, brought or
recovered against the CITY or its officers, employees, or volunteers, for or on account of any
liability under any of said acts which may be incurred by reason of any work to be performed by
the CONTRACTOR under this Agreement.
17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase
and maintain, and shall require its SUBCONTRACTOR(S), when applicable, to purchase and
maintain throughout the term of this Agreement, the following checked insurance policies:
A. ® If checked, Professional Liability Insurance (errors and
omissions) with minimum limits of $1,000,000 per occurrence.
B. Automobile Insurance covering all bodily injury and property damage
incurred during the performance of this Agreement, with a minimum coverage of $1,000,000
combined single limit per accident. Such automobile insurance shall include owned, non -owned,
and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and
employees as additional insureds, and a separate additional insured endorsement shall be
provided.
C. Commercial General Liability Insurance, with minimum limits of
$2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property
damage arising out of its operations under this Agreement. The policy shall name the CITY and
its officers, agents and employees as additional insureds, and a separate additional insured
endorsement shall be provided. The general aggregate limit must apply solely to this "project"
or "location".
D. Workers' Compensation Insurance in an amount sufficient to meet
statutory requirements covering all of CONTRACTOR'S employees and employers' liability
insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed
with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to
commencement of work under this Agreement.
If CONTRACTOR has no employees subject to the California Workers'
Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said
Declaration shall be provided to CONTRACTOR by CITY.
E. The aforesaid policies shall constitute primary insurance as to the CITY,
its officers, employees, and volunteers, so that any other policies held by the CITY shall not
contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior
written notice to the CITY of cancellation or material change.
F. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
G. Insurance shall be written with only California admitted companies that
hold a current policy holder's alphabetic and financial size category rating of not less than A
VIII according to the current Best's Key Rating Guide, or a company equal financial stability
that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -
admitted "surplus lines" carriers, they must be included on the most recent California List of
Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements.
H. This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by
6 City's Standard Agreement —2014 revision
the CITY'S Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in
full force and effect at all times during the terms of this Agreement, the CITY may elect to treat
the failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement as provided herein.
I. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY.
18. LEGAL FEES. If any party brings a suit or action against the other party arising
from any breach of any of the covenants or agreements or any inaccuracies in any of the
representations and warranties on the part of the other party arising out of this Agreement, then
in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -
court settlement, shall be entitled to have and recover of and from the other party all costs and
expenses of suit, including attorneys' fees.
For purposes of determining who is to be considered the prevailing party, it is
stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not
be considered in determining the amount of the judgment or award. Attorney's fees to the
prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's
fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual
amount of attorney's fees incurred by the prevailing party.
19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this
Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute
by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of
the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of
mediation shall be borne equally by the parties. Any controversy or claim arising out of, or
relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled
by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of
the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a
judgment thereon may be entered in any court having jurisdiction over the subject matter of the
controversy. The expenses of the arbitration shall be borne equally by the parties to the
arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence
and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof
against a specified party as part of the arbitration award.
20. TERMINATION.
A. This Agreement may be terminated with or without cause by the CITY.
Termination without cause shall be effective only upon 60-day's written notice to the
CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in
accordance with this Agreement.
B. This Agreement may also be terminated immediately by the CITY for
cause in the event of a material breach of this Agreement, misrepresentation by the
CONTRACTOR in connection with the formation of this Agreement or the performance of
services, or the failure to perform services as directed by the CITY.
C. Termination with or without cause shall be effected by delivery of written
Notice of Termination to the CONTRACTOR as provided for herein.
7 City's Standard Agreement —2014 revision
D. In the event of termination, all finished or unfmished Memoranda Reports,
Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR,
whether paper or electronic, shall immediately become the property of and be delivered to the
CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for
any work satisfactorily completed on such documents and other materials up to the effective date
of the Notice of Termination, not to exceed the amounts payable hereunder, and less any
damages caused the CITY by the CONTRACTOR'S breach, if any. Thereafter, ownership of
said written material shall vest in the CITY all rights set forth in Section 7.
E. The CITY further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a
reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the CONTRACTOR.
21. NOTICES. All notices or other communications required or permitted hereunder
shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express
or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or
sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex,
telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally
delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by
overnight mail, the business day following its deposit in such overnight mail facility, (iii) if
mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is
outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or
other like facility regularly maintained by the United States Postal Service, (iv) if given by
telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given
by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other
communication delivered or sent as specified above shall be directed to the following persons:
To CITY:
Miguel Diaz
Park Superintendent
Engineering and Public Works Department
City of National City
1243 National City Boulevard
National City, CA 91950-4301
To CONTRACTOR: Michael Palat
Area Manager
West Coast Arborists, Inc.
8524 Commerce Avenue, Suite B
San Diego, CA 92121
Notice of change of address shall be given by written notice in the manner
specified in this Section. Rejection or other refusal to accept or the inability to deliver because of
changed address of which no notice was given shall be deemed to constitute receipt of the notice,
demand, request or communication sent. Any notice, request, demand, direction or other
8 City's Standard Agreement-2014 revision
communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-
eight (48) hours by letter mailed or delivered as specified in this Section.
22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of the
City of National City. The CONTRACTOR also agrees not to specify any product, treatment,
process or material for the project in which the CONTRACTOR has a material financial interest,
either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall
at all times comply with the terms of the Political Reform Act and the National City Conflict of
Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its
official position to influence in any way any matter coming before the CITY in which the
CONTRACTOR has a financial interest as defined in Government Code Section 87103. The
CONTRACTOR represents that it has no knowledge of any financial interests that would require
it to disqualify itself from any matter on which it might perform services for the CITY.
❑ If checked, the CONTRACTOR shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City
Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall
obtain from the City Clerk.
The CONTRACTOR shall be strictly liable to the CITY for all damages, costs or
expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the
CONTRACTOR.
23. PREVAILING WAGES. State prevailing wage rates may apply to work
performed under this Agreement. State prevailing wages rates apply to all public works contracts
as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3,
1720.4, and 1771. CONTRACTOR is solely responsible to determine if State prevailing wage
rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and
regulations.
24. MISCELLANEOUS PROVISIONS.
A. Computation of Time Periods. If any date or time period provided for in
this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date
shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a
Saturday, Sunday or federal, state, or legal holiday.
B. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute but one and
the same instrument.
C. Captions. Any captions to, or headings of, the sections or subsections of
this Agreement are solely for the convenience of the parties hereto, are not a part of this
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
9 City's Standard Agreement —2014 revision
D. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights
upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes. To the extent there is a conflict
between terms in the Exhibits (and/or Schedules) and this Agreement, the terms of this
Agreement shall control.
F. Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
H. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the
parties shall be subject to the examination and audit of the State Auditor for a period of three (3)
years after final payment under the Agreement, per Government Code Section 8546.7.
J. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between the
parties as to the subject matter hereof. No subsequent agreement, representation, or promise
made by either party hereto, or by or to an employee, officer, agent or representative of any party
hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby.
K. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
L. Construction. The parties acknowledge and agree that (i) each party is of
equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and
negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity
to consult with its own, independent counsel and such other professional advisors as such party
has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv)
each party and such party's counsel and advisors have reviewed this Agreement, (v) each party
has agreed to enter into this Agreement following such review and the rendering of such advice,
and (vi) any rule or construction to the effect that ambiguities are to be resolved against the
drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or
any amendments hereto.
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City's Standard Agreement —2014 revision
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
CITY OF NATIONAL CITY
B M .
Leslie Deese, City Manager
PPROVED AS TO FORM:
udi'Gacitua Silva
City • ey
11
WEST COAS A' ORISTS,
(Corporation — signat
By:
(Name)
Patrick Mahoney
(Print)
President
(Title)
(Name)
Richard Mahoney
(Print)
Assistant Secretary
(Title)
City's Standard Agreement —2014 revision
Exhibit A
West Coast Arborists, Inc.
Scope of Work
Project Requirements
The Scope of Work for this Contract is to provide professional Urban Forestry
Maintenance Services for tree pruning and trimming, using a grid system priced at
$44.55 per tree within the grid, to maintain the City of National City's trees in a safe,
attractive and overall healthy condition. Grid is identified in the attached map.
The contract is not to exceed $50,000 and runs through June 30, 2017.
Exhibit B
City of Encinitas
West Coast Arborists, Inc.
Price Schedule for Tree Maintenance Services 2015-2016
(line Item
Grid Tree Pruning
Full prune 0.6
Full prune 7-12"
Full prune 13-18"
Full prune 15.24'
Full prune 25.30"
Full prune 31 36"
Full prune over 36'
Unit
Each
Proposed Prices
44.55
Each $ 30.00 S 30.40
Each $ 60.00 " $ 60.75
Each $ 85.00 ^ 5 86.10
Each $ 115 00 # 5 116.50
Each 5 185.00 5 187.40
Each + 5 250.00 ; 5 253.25
Each 5 250 00253.25
Crown raise/Clearance prune 0.6" Each $ 20.00 *; S 20.25
Crown raise/Clearance prune 7.12" Each 5 20.00 w; $ 20.25
Crown raise/Clearance prune 13.16- Each i, S 50.00 ?+ 5 50.65
Crown raise/Clearance prune 19.24" Each 5 50,00 $ 50.65
Crown raise/Clearance prune 25.30' Each $ 50.00 $ 50 65
Crown raise/Clearance prune 31-36' Each $ 80.00 $ 81.00
Crown raise/Clearance prune over 36" Each i 5 80.00 ;5 81.00
Palm Trimming
Prune Date Palm (Phoenixspp.) Each 5 120.00 ,!'" $ 121.55
Clean Trunk for Date Palm (Phoenix spp.) lineal Foot 5 30.00 k 5 30.40
Prune Fan Palm (Washingtonia spp.) Each 5 44.00 p 5 48.60
Clean trunk for Fan Palm (Washingtonia spp) lineal Foot $ 10.00 5 10,10
Prune all other Palm species Each $ 44.00 i 5 44.55
Root Pruning and installation of 12' root barrier linear Foot $ 10,00 l 5 10,10
Root Pruning and installation of 18" root barrier linear Foot 5 10.00 i . $ 10.10
Crew Rental - Goundperson Hourly ($ 60,00 . 5 60.75
Crew Rental - Equipment Operator Hourly $ 60,00 5 60.75
Crew Rental • Trimmer Hourly i 5 60.00 5 60.75
Day Rate Service Crew: 8 hr day, 3 men & Equip Day p , 5 1,440.00 r $ 1,458,75
Tree & Stump Removal (Standard removal)
Removal 0.6"
Removal 7-12"
Removal 13.18"
Removal 19.24"
Removal 25 30"
Removal 31-36" •
Removal over 36"
Stump Only removal
Milling Cost
Tree Planting
15-gallon
24 inch box
36 Inch box
48•Inch box
60•Inch box
Tree Watering
Per Inch
Per Inch
Per Inch
Per Inch
Per inch
Per Inch
Per Inch
Per Inch
Per Board Foot
17.00 , 5
17.00 p 5
17.00 $
$ 17.00 a,,$
5 17.00 $
27.00
S 27.00 . "$
7.00 5
5 7,00
17.20
17.20
17.20
17.20
17.20
27,35
27.35
7.10
Each $ 120.00 $ 121.55
Each 5 200.00 5 202.60
Each S 500.00 ',' S 506.50
Each S 1,000.00 5 1,013.00
Each "? $ 1,000.00 S 1,013.00
Per Hour 5 60 00 4 $ 60.75
Specialty Equipment Day Rate Per day 5 800 00 5 810.40
Emergency Crew (During business hours) Per Hour I"u $ 180110 5 182.35
Emergency Crew (Aker hours, weekends, holidays) Per Hour $ 210.00 $ 212.75
Certified Arborist Reports Per Hour S 100.00 $ 101.30
GPS Tree inventory Per tree she : $ 2 00 ' $ 2.00
Certificate of Insurance
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON YOU THE CERTIFICATE HOLDER. THIS CERTIFICATE IS NOT AN
INSURANCE POLICY AND DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGE AFFORDED BY THE POLICIES LISTED BELOW. POLICY LIMITS ARE NO LESS THAN THOSE
LISTED, ALTHOUGH POLICIES MAY INCLUDE ADDITIONAL SUBLIMIT/LIMITS NOT LISTED BELOW.
This is to Certify that
1 WEST COAST ARBORISTS, INC
2200 EAST VIA BURTON
ANAHEIM CA 92806
L
NAME AND
ADDRESS
OF INSURED
Liberty Mutual.
INSURANCE
is, at the issue date of this certificate, insured by the Company under the policy(ies) listed below. The insurance afforded by the listed policy(ies) is subject to all their terms, exclusions and
Conditions and is not altered by any requirement, term or condition of any contract or other document with respect to which this certificate may be issued.
TYPE OF POLICY
•
r4
EXP DATE
CONTINUOUS
EXTENDED
POLICY TERM
POLICY NUMBER
LIMIT OF LIABILITY
WORKERS
COMPENSATION
Statutory Limits
7/1/2016
WA7-66D-039499-075
COVDER WC
LAW OF THE STATES:
LAW OF THEGE AFFORDEDFOLLOWING STATES:
EMPLOYERS LIABILITY
All States Except:
ND, OH, WA, WY
Bodily Injury by Accident
1 , 000, 000 Each Accident
Bodily Injjury By Disease
$1,000,000 Policy T imit
Bodily Injury By Disease
$1,000,000 Each Person
GENERAL
FA
•
COMMERCIAL
LIABILITY
OCCURRENCE
CLAIMS MADE
7/1 /2016
TB2-661-039499-015
General Aggregate
$2,000,000
Products / Completed Operations Aggregate
$2,000,000
Each Occurrence
$1,000,000
Personal & Advertising Injury
$1,000,000 Per Person / Organization
RETRO DATE
Other
Damage to premises rented to
you $300.000
Other
Medical Expense $5,000
El
FA
El
AUTOMOBILE
LIABILITY
OWNED
NON -OWNED
HIRED
7/1/2016
AS7-661-039499-035
Each Accident —Single Limit
000
$2,000,B.I. And P.D. Combined
Each Person
Each Accident or Occurrence
Each Accident or Occurrence
OTHER
Umbrella Excess Liability
7/1/2015 - 7/1/2016
TH7-661-039499-045
$5,000,000 Per Occurrence/Aggregate
ADDITIONAL COMMENTS .
The City of National City and its officers, agents and employees areadditional insured with regards to general liability and automobile liability, as
their interest may appear, where required by written contract.
The insurance afforded by the general liability policy for the benefit of the additional insu ed shall be primary and non-contributory.
Waiver of Subrogation is included in favor of the additional insured on workers compensation, where allowed by statute, and applies only to the
specific jobs of the insured performed under written contract, and where applicable by law.
• If the certificate expiration date is continuous or extended term, you will be notified if coverage is terminated or reduced before the certificate expiration date.
NOTICE OF CANCELLATION: (NOT APPLICABLE UNLESS A NUMBER OF DAYS IS ENTERED BELOW.)
BEFORE THE STATED EXPIRATION DATE THE COMPANY WILL NOT CANCEL OR REDUCE THE
INSURANCE AFFORDED UNDER THE ABOVE POLICIES UNTIL AT LEAST 30 DAYS NOTICE
OF SUCH CANCELLATION HAS BEEN MAILED TO:
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dx
[City of National City
1243 National City Blvd.
National City CA 91950
L
I
llou'ffu)iiii2
Liberty Mutual
Insurance Group
Elaine Ulan
Los Angeles / 0603
818 W 7th Street, Suite 850
Los Angeles CA 90017
OFFICE
AUTHORIZED REPRESENTATIVE
0564408
213-624-1171 9/23/2015
PHONE DATE ISSUED
This certificate is executed by LIBERTY MUTUAL INSURANCE GROUP as respects such insurance as is afforded by those Companies NM 772 07-10
26534570 1 LM 2819 1 7/15-7/16 - GL/2/1, AL/2, WC/1, U/S 1 Nicholas Misoni 1 9/23/2015 11:25:48 AM (CDT) 1 Page 1 of 1
POLICY NUMBER: TB2-661-039499-015
COMMERCIAL GENERAL LIABILITY
CG 2010 0413
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
A. Section II — Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only with
respect to liability for "bodily injury", 'property
damage" or "personal and advertising injury"
caused, In whole or in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your
behalf•.
in the performance of your ongoing operations for
the additional insured(s) at the location(s)
designated above.
However.
1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and
2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured will
not be broader than that which you are required
by the contract or agreement to provide for such
additional insured.
B. With respect to the insurance afforded to these
additional insureds. the following additional
exclusions apply:
This insurance does not. apply to "body injury" or
"property damage" occurring after
1. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by or
on behalf of the addkional isured(s) at the
location of the covered operations has been
completed; or
2. That portion of your work" out of which the
Injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the same project.
C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III — Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:
1. Required by the contract or agreement or
2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.
This endorsement shall not increase the
applicable Limks of Insurance shown in the
Declarations.
SCHEDULE
Name Of Additional Insured Person(s) Location(s) Of Covered Operations
Or Organization(s):
Any owner, lessee, or contractor for whom you have
agreed in writing prior to a loss to provide liability
insurance
Any location fisted in such agreement
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
CO 20 10 04 13
C Insurance Services Office, Inc., 2012
Page 1 of 1
POLICY NUMBER: AS7-661-039499-035 COMMERCIAL AUTO
CA 20 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
DESIGNATED INSURED FOR
COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless
modified by the endorsement.
This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage
under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage
provided in the Coverage Form.
SCHEDULE
Name Of Person(s) Or Organization(s):
Any person or organization whom you have agreed in writing to add as an additional insured, but only to
coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either
the scope of coverage or the limits of insurance provided in this policy.
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
Each person or organization shown in the Schedule is
an "insured" for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies
as an "insured" under the Who Is An Insured provision
contained in Paragraph A.1. of Section II - Covered
Autos Liability Coverage in the Business Auto and
Motor Carrier Coverage Forms and Paragraph D.2. of
Section I - Covered Autos Coverages of the Auto
Dealers Coverage Form.
CA20481013
0 Insurance Services Office, Inc., 2011 Page 1 of 1
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -
CALIFORNIA
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule. (This agreement applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in
the work desixibed in the Schedule.
The additional premium for this endorsement shall be 2% of the California workers' compensation premium
otherwise due on such remuneration.
Schedule
Additional premium is a percent of the California Manual Workers Compensation premium. Subject to a minimum
premium charge of $ 260.
Person or Oraanizatiort
Where required by contract or
written agreement prior to loss and
allowed by law
Issued by Liberty Insurance Corporation 21814
For attachment to Policy No. WA7-66D-039499-075
issued to West Coast Arborists, Inc.
Job Description
Effective Date Premium $
WC 04 03 08 Page of
Ed: 04/1984
Certificate of Insurance
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON YOU THE CERTIFICATE HOLDER. THIS CERTIFICATE IS NOT AN
INSURANCE POLICY AND DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGE AFFORDED BY THE POLICIES LISTED BELOW. POLICY LIMITS ARE NO LESS THAN THOSE
LISTED, ALTHOUGH POLICIES MAY INCLUDE ADDITIONAL SUBLIMIT/LIMITS NOT LISTED BELOW.
This is to Certify that
' WEST COAST ARBORISTS, INC
2200 EAST VIA BURTON
ANAHEIM CA 92806
L
NAME AND
ADDRESS
OF INSURED
iberty Mutual.
INSURANCE
is, at the issue date of this certificate, insured by the Company under the policy(ies) listed below. The insurance afforded by the listed policy(ies) is subject to all their terms, exclusions and
Conditions and is not altered by any requirement, term or condition of any contract or other document with respect to which this certificate may be issued.
TYPE OF POLICY
•
FA
EXP DATE
CONTINUOUS
EXTENDED
POLICY TERM
POLICY NUMBER
LIMIT OF LIABILITY
WORKERS
COMPENSATION
Statutory Limits
7/1/2016
WA7-66D-039499-075
COVERAGE AFFORDED UNDER WC
LAW OF THE FOLLOWING STATES:
All States Except:
ND, OH, WA, WY
EMPLOYERS LIABILITY
Bodily Injury by Accident
Il 1 ,000,000 Each Accident
Bodily Injury By Disease
1 ,000,000 Policy limit
$1,000,000
Bodily Injury By Disease
$1.000, 000 Each Pereon
GENERAL
FA
•
COMMERCIAL
LIABILITY
OCCURRENCE
CLAIMS MADE
7/1/2016
TB2-661-039499-015
General Aggregate
$2,000,000
Products / Completed Operations Aggregate
$2,000,000
Each Occurrence
$1,000,000
Personal & Advertising Injury
$1,000,000 Per Person / Organization
RETRO DATE
Other
Damage to premises rented to
you $300.000
Other
Medical Expense $5,000
El
FA
IA
AUTOMOBILE
LIABILITY
OWNED
NON -OWNED
HIRED
7/1/2016
AS7-661-039499-035
Each Accident —Single Limit
$2,000,000 B.I. And P.D. Combined
Each Person
Each Accident or Occurrence
Each Accident or Occurrence
OTHER
Umbrella Excess Liability
7/1/2015 - 7/1/2016
TH7-661-039499-045
$5,000,000 Per Occurrence/Aggregate
ADDITIONAL COMMENTS
If the certificate expiration date is continuous or extended term, you will be notified if coverage is terminated or reduced before the certificate expiration date.
NOTICE OF CANCELLATION: (NOT APPLICABLE UNLESS A NUMBER OF DAYS IS ENTERED BELOW.)
BEFORE THE STATED EXPIRATION DATE THE COMPANY WILL NOT CANCEL OR REDUCE THE
INSURANCE AFFORDED UNDER THE ABOVE POLICIES UNTIL AT LEAST 30 DAYS NOTICE
OF SUCH CANCELLATION HAS BEEN MAILED TO:
a..
teo
dz
U
CITY OF NATIONAL CITY
1243 NATIONAL CITY BLVD
NATIONAL CITY CA 91950
llott;)1,0111,,,,
Liberty Mutual
Insurance Group
Elaine Ulan
Los Angeles / 0603
818 W 7th Street, Suite 850
Los Angeles CA 90017
OFFICE
AUTHORIZED REPRESENTATIVE
0564408
213-624-1171
PHONE
6/16/2015
DATE ISSUED
This certificate is executed by LIBERTY MUTUAL INSURANCE GROUP as respects such insurance as is afforded by those Companies NM 772 07-10
25113493 LM 2819 7/15-7/16 - GL/2/1, AL/2, WC/1, U/5 1 Nicholas Misoni 1 6/16/2015 12:06:22 PM (CDT) 1 Page 1 of 1
CITY OF NATIONAL CITY
Office of the City Clerk
1243 National City Blvd., National City, California 91950
619-336-4228 phone / 619-336-4229 fax
Michael R. Dalla, CMC - City Clerk
November 18, 2015
Mr. Michael Palat
West Coast Arborists, Inc.
8524 Commerce Avenue, Suite B
San Diego, CA 92121
Dear Mr. Palat,
On November 16th, 2015, an Agreement was entered into between the City of National
City and West Coast Arborists, Inc.
We are enclosing for your records a fully executed original Agreement.
Michael R. Dalla, CMC
City Clerk
Enclosure