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Home My WebLink About2016 CON West Coast Arborists - Tree Trimming ServicesAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND WEST COAST ARBORISTS, INC. THIS AGREEMENT is entered into on this 1st day of November, 2016, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and WEST COAST ARBORISTS, INC., a California corporation (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide Urban Forestry Maintenance Services to assist the City's Park Maintenance staff with reducing the tree trimming backlog. 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 to perform tree pruning and trimming services, and the CONTRACTOR agrees to perform the services set forth in this Agreement 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. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on November 1, 2016. The duration of this Agreement is for the period of November 1, 2016 through June 30, 2017. Completion dates or time durations for specific portions of the Project, hereafter defined, are set forth in Exhibit "B". 3. SCOPE OF SERVICES. The CONTRACTOR will perform tree pruning and trimming services as set forth in the attached Exhibit "A", using a grid system as set forth in the attached Exhibit "B" (the "Project"). The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. 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. 5. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on monthly billings covering actual work performed as described in Exhibit "A". Billings shall include labor classifications, respective rates, hours worked, and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $90,000. 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", 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. 6. 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. Standard Agreement 2 City of National City and Revised July 2016 West Coast Arborists, Inc. 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. 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. Standard Agreement 3 City of National City and Revised July 2016 West Coast Arborists, Inc. 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. 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. Standard Agreement 4 City of National City and Revised July 2016 West Coast Arborists, Inc. 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 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, officials, agents, employees, and volunteers, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, 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, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. Standard Agreement 5 City of National City and Revised July 2016 West Coast Arborists, Inc. 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, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and 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. n 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, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. 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, officials, 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. Standard Agreement Revised July 2016 6 City of National City and West Coast Arborists, Inc. 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: VII 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 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. Standard Agreement Revised July 2016 7 City of National City and West Coast Arborists, Inc. 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. D. In the event of termination, all finished or unfinished 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 Standard Agreement 8 City of National City and Revised July 2016 West Coast Arborists, Inc. City of National City 1243 National City Boulevard National City, CA 91950-4397 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 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, Standard Agreement Revised July 2016 9 City of National City and West Coast Arborists, Inc. 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. 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 any exhibits or schedules or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions 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. Subcontractors or Subcontractors. The City is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the City in writing. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit Standard Agreement 10 City of National City and Revised July 2016 West Coast Arborists, Inc. of and in favor of the City, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. Standard Agreement [Signature Page to Follow] 11 City of National City and Revised July 2016 West Coast Arborists, Inc. CITY OF NATIONAL CITY B Morrison, Mayor APPROVED AS TO FORM: / /') 0) George H. Eiser, III Interim City Attorney WEST CO RBORI S, C. (Corporation — si; n.. uri of two corp rate ofc: s required) By: By: (Nam Patrick Mahoney (Print) President (Title) Assistant Secretary (Title) Standard Agreement 12 City of National City and Revised July 2016 West Coast Arborists, Inc. Exhibit A West Coast Arborists, Inc. Scope of Services The Scope of Services for this Agreement is to provide professional Urban Forestry Maintenance Services for tree pruning and trimming, using a grid system (attached to the Agreement as Exhibit B) priced at $53.45 per tree within the grid, and to maintain the City of National City's trees in a safe, attractive, and overall healthy condition. IB NAVY LAND 1 STREET TREES TRIMMING SCHEDULE GRID-1 FEBRUARY TWO APRIL 2015 GRID-2 MAY THRU Jay 2015 GRID-3 AUGUST MU OCTOBER 2015 GRID-4 NOVEMBER THRU JAN. 2015-16 GRID-5 FEBRUARY THRU APRIL 2016 GRID-6 MAY THRU JULY 2016 GRID-7 AUGUST THRU OCTOBER 2016 GRID-8 NOVEMBER THRU JAN 2016-17 GRID-9 FEBRUARY THRU APRIL 2017 GRID-10 MAY THRU JULY 2017 NATIONAL CITY TREE TRIMMING GRID SCHEDULE 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 Limp ALTHOUGH POLICIES MAY INCLUDE ADDITIONAL SUBLIMIT/uhrnSNOf Li37ED BELOW. This is to Certify that �j ' WEST COAST ARBORISTS, INC I 2200 EAST VIA BURTON ANAHEIM CA 92806 L NAME AND ADDRESS OF INSURED 'gibelMtal. 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 an their terms, exclusions and Conditions and is not altered by any requirement, tern or condition of any contract or otter document with rtispoG to which this certificate rna e i ed TYPE OF POLICY ID • EXP DATE CONTINUOUS EXTENDED POLICY TERM POLICY NUMBER y eau LIMIT OF LIABILITY WORKERS COMPENSATION Statutory Limits 7/1/2017 WA7-66D-039499-076 COVERAGE AFFORDED UNDER WC LAW OF THE FOLLOWING STATES: All States Except: ND, OH, WA,WY EMPLOYERS LIABILITY Bodily In41bl Accident y 1 000 000Eeeh Accidam Bodily Injury By Disease $1,000,000 Potirvl.imir Bodily Injury By Disease $1.000 000 GENERAL ® U COMMERCIAL LIABILITY OCCURRENCE CLAIMS MADE 7/1/2017 TB2-661-039499-016 Fa-h Peron General Aggregate $2,000,000 Products .' Completed Operations Aggregate $2,000,000 Each Occurrence $1,000,000 RETRO DATE Personal & Advertising Injury $1) 000, 000 Per Person / Organization Other Damage to premises rented to TOU S300,000 Other Medical Expense $5,000 Ir.l ��It AUTOMOBILE LIABILITY OWNED NON OWNED HIRED 7/1/2017 AS7-661-039499-036 Each Accident —Single Limit — $2,000,000 B.I. And P.D. Combined Each Person Each Accident or OccurrenceLJ Each Accident or Occurrence OTHER Umbrella Excess Liability 7/1/2016 - 7/1/2017 TH7-661-039499-046 $5,000,000 Per Occurrence/Aggregate ADDITIONAL COMMENTS The City of National City and I s officers, agents and employees areadditional insured with regards to general liability and automobile lability, as their Interest may appear, where required by written contract. The insurance afforded by the general !lability policy for the benefit of the additional insured 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, rm, you will be muffed tf coverage is terminated cc 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: City of National City 1243 National City Blvd. National City CA 91950 °a L Liberty Mutual Insurance Group Elaine Ulan Los Angeles / 0603 818 W 7th Street, Suite 850 _J Los Angeles CA 90017 OFFICE AUTHORIZED REPRESENTATII'E 0564408 213-624-1171 6/16/2016 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 30425453 I tx_ 519 17/16-7/12 GL/2/1, AL/2, tIc/1, 17'5 I Dcuula nmitala l 6/26/2016 a116:16 AM (COT) j Page 1 Of 7 I.nl COI 268896 02 11 POLICY U Tn401 5 015 COMVERZW. G.NERAL. LIABiUTY CG 241. 10 Oil 13 THIS E141; P.SEWEWT. CHANCE:3 THE LICY. PLEASE READ (T CAREFULLY. ADDITIONAL INSURED OWNERS, LESSEES OR CONTRAC ORS - SO-IEDULED PERSON OR ORGANIZATION This endorsement rnotffios provIded odor Ow followhgc COMMERcW. GENERA( LIABILITY COVERAGE PART A. section I Who to An Lnaunted b amendod to include es zn acdtione; hewed tho petuorli) or organizelionfe) shown h the Schedule, bid o* with respect to hab' for `bodly igurr. 'ProPes'Y derhigo' or hpervaral and odvertishg krOtrr roused, in whole or I) port. by 1. Vogl act Ontissivan Or 2. Tin eocto or omission* of those actin on your. behalf; In the performnct of your ongoing operolions fee the ear/Sang ineuredis) rer the location%) daslyieted obcvr, Hcwevtr: 1, The ifiatint.lro afforded to web aticittiondi insured ordy applies to the extant permitted by IW Ad Z. if corns provided to the ortrIttiortal hauled b ritqued by c contract or agneernintk lie haunt:we offordad to ouch iidatior*I' )$dI not be broader then that which you art required by the contract or agreement to provide for ouch a adrcionei htlartz 5. With rerpem to int insurance rflorded to thr additionel Irtau e Os, the following aridtiartal exclusions e,ppl'yi This tIlttroititt &let not triply to body "Mier or 'property &mootmambo often Nome car Attintorlial trrur. Or Oriveklution)1 1. A!! Pork, batting mitarials, Pailo or oquOrrtont fornishod in e.onntelian with totzti work. on the pfoljtet (oilier than aerekt, therstenonce or rept** to tie performed by or an betted of the odetionel Irtsurodts) trt the wcelson of the covert(' vim/bone hoe been ontr4eted; or 2. That portion of 'par Dote out of obi* to or damage tubes Pao bows pot to ka Mated me by firow wart tIt avidnitirn other than another contractor or eitheintradar engaged in perfortnin *parries* 'for a actickuilOIL pan of the soma pro** C. With to the insurance 4v/derto bast Ldd&na Insureds. the following h aciad to Section Lhnitu Of insunantae If coverage pravillad te the eetillionsi toured * required by a onitact or atarearaeni. thu most We wit Far? On behalf of thL adefebrial bowed the orrittiontc frl5ttlow90; 1. Requi-ed by the-coronworogreemert or 2. Avolobk under Its eppikoble limb of kw:trate shorn fri tho Daelaretiong whichever Is lets This ernkoraerne shat hot Increase the opOkabitr Limits irestranct shown Cr Ow Declarations. 50.1E.V t_E Locztionia) Of Covelrod °politico, Ar Ovittar, itti.144, Or eentreetor fOr whom you have erred1 wriarip prior it a len tr provide liabily inirtPt heir [Earl h ouch torte -nun; Infonnettsn reer.frod to coMpleti Via Schedule, V Itel zhawn Rtmvr,wt b ghtncrt tsf thr DMIZraWC Cr*: tOtkl C intxurizt Serie:vs Offri,s. MI:, Putt ,.O.Natta. 'a' PoLiCt NUMBek1246143 P99-01 COAlidiRCIAL GENERAL. 144aur: CO 2037 04 13 11711S ENDORSEMEIIT CIONGES THE POLICY. PLEASE EA1) rr CAJZEP ULLY ADDITIONAL. INSURED — OWNERS, LESSEES OR CONTRACTORS COMPLETED OPERATIONS Th tridorsorn t In o cities 174 ',trance provided under the folionhir COMMERCIAL GENERAL LIKEMUTY COVEMG e PART PRODUCTSICOMPLETED OPERATIONS LtABLITYGOVERAGE PART A Section V %Mho 15 An insured )3 arnandod to include es en tdditionot muted thy potion(*) or ergentertion(s) shown in the Scbodutobti only with rasped to liabity tor boiywar or 'oropsit damego* caueed. h vilude or h. pert by 'row bode et the 10001013 1105101114.0 and ciescrberd I, the schedule of IHIClarstMitlit performed for that addition& hexed end included tho *products-comploted operattions hazard". however, 1. Tht k-matmec ell rood to such seticionsl hutred only epplies Ms extent .permidcd by inn/ 0111:1 g coverage provided to the oddiSonal kisurecl is lerfUl'ed by it oneavet or etr-i ornorg. the hsurerscs afforded to such addtional Inured will not be brooder Olen Owl which you ire required by the centred or *cavemem to provide for ouch edeltionoi hauled. SOtEDUI.E Nunte Of Additional Incanvd Perwante) Or Orgenization(s): -AV mons or cogtuttationt t4 whom you hove *end Into stadders coMnact at ogre 'nent PriOr ID an attune** or Offense, to provide erkitional Imre dais- Vith m to the Irekranco eflorsiesi to these bonds, the follohtho h tOdost to Steiction (Jm%) Ot Inounotois co proviOtO to IN addEoncl inured Is • contra or atineeminL the most vas *WM Of the additional Insured Ui Meted Of friturnittat: 1. Required bid's* contract or areernent '4 Amiable undor the opplitable Limb ot lemma shown el the Decletationt; ovhicitever b tem This Indorsement SW hot hereto* the e Ones of Inatome Shemin the Deciaretiers. Lealkilkon And Daschotion Of Carpetge Operatiant All lotetiorie *erupted by c eatimn coritrecior agreement ;ordered to prior to an occarenzt for offer**. Inrannatian tegokad to complete this Schedule, not shown above. MRbe town tn the Dtclarset+ans. cG kt. 17. IrA4ro:t r r*Prt, int ni2 Pc D4 PC4.ICY NU AS7 1-039400-ice CotagatCtAt, AUTO CA 20 4310 13 THIS ENE? RSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DIGTE';UD FOR COVERED UTO► LIABILITY COVERAGE This endorsement rr►t,dibres insurance previdu4 #h tc icwIng: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE RANI MOTOR CARRIER COVERAGE FORM With respect to coverage providedby this endorsement, the provisions of the Covera2s Form apply unless modified by Ilan cndore meat, This endorsement identifies person(s) ororgenization(s) who are Insureds` for Covered Autos Liability Coverage under the Wno Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provid i in to Coverage Form. Name Of Pe (a) OrSoarileationftp Any pcmon c: ovantrAttion whom you have agreed in %Ir4t ng t sctd s;, tin acilEtoru i insured. but only b ,overacta tare rnlnirnosts lin& of'Insurance repuIred by the wren agreement, sad in no event to o;olati either sc:c;ae of z erc :; or tt?e 1tmtie of insurance e Movided in this ix) c . Information required to complete this St e, if not shown ,, M f be shown In the D j'tr~: Each person ororganization shown In the Schedule is en Insured' for Covered Autos l iabibtyCeverappe, but only to the extant that person or orgenizatien qualities as en "Insured" under the Who tali Insunal provision contained In Paregroti A.1, a;,i Section II .,ilrovsred Autos Liability Cote Lin the Business Auto at.d Motor Center Caverepe Forms and Paragraph A.it. of Sectiert I - Covered Autos Coverages of the Auto Dealers Coverage. Form. CA 20 451013; Ineuraooe Services Office, Inc., 2011 Page 1 of 1 CO4 R -GENE L i iLft"1' CG 20 011X 1 HIS ENDORSE Et% THE POLICY;. PLEASE READ i Cc EFUL ..y. PRIMARY AND r 5ONCON TRIBuTORy OTHER INSURANCE 'CONDITION This rr+cdi5ea kmurunct paoadeti unitthR foilo►t g COM1r9ERctA1. GENERA. l IAISIU '1'CAVE ►G PARS F>RODUC7S?coMp1 TED 0 PeRATONSLk$L . 'COVERA.GpPAT toIletottni !s tadg,d to the Other to ltctm Crtditien and aupr.r odes any prtaviioh to the contrary: 1'rl ryme No This nor .b primary to and ►vet not c ak trmt!ib St n from any Othor trostranse xva *bke to an ad&knel hx.ard uritfor yaw policy prividtd that ti) The Etidticrte; i rstaati is o Nimod insured urpitt nth othrs iristrancc errd cG tr1 A413 C hours CZ) You hove s tt Ihwthiv o Wort oa! opost lent the; thin hurance would 3sc ternary end would riot took contrErit on from any other b irant aIraeta to trio Orkt, tttt., /2 Papa I of 1 WAVER OF OUR RIGHT 7O MOWER FROM 1 s EHDORZSEM T • CALIFORNIA We have the right to recover our ps me:n%'irons anyone liable far an injury covered by this policy. We will not enforco our right against the person or or gonizatio') nand in the Schedule attic egreerr.erit applies extent that yeu perform work under e � r „7 cortrect that requires you to obtein this agreement from only to t+se You must maintain payroll records accurately sajregcting the remuneration el your employees while eri eged in ihs work described in the Schedule. The edditionrl premium for this endorsement shall be 2% of the California workers' compensation premium other,vise due on such remuneret€on. Soduio Additional premium is c percent of the California Manual Worissrs Compensation nsation preMlurn, Subjeci. to a minimum premium charge of aO. Person or Oro ! atirrn 1h'thera required by contract or written agreement prior to lass and allowed by taw 4„, l" rirtlatiarl lamed by Uberb inciaranre Corporation 21614 For attachment to Policy No. F' AT -Oh o-vr39409•07e Ei ectt a Date Prt±rralnrr. $ Issued to Mat Coast Arborists, inc. WC 04 03 06 Ed: a4/1e84 F'ar rr a of RESOLUTION NO. 2016 — 171 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY WAIVING THE FORMAL BID PROCESS CONSISTENT WITH NATIONAL CITY MUNICIPAL CODE SECTION 2.60.260 REGARDING COOPERATIVE PURCHASING AND AUTHORIZING THE CITY TO PIGGYBACK THE CITY OF ENCINITAS RFP CONTRACT NO. 2012-01 FOR URBAN FORESTRY MAINTENANCE SERVICES, AND AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH WEST COAST ARBORISTS, INC., FOR TREE TRIMMING SERVICES IN AN AMOUNT NOT TO EXCEED $90,000 WHEREAS, in 2015, the City contracted with West Coast Arborist, Inc., ("WCA") a highly qualified and reputable firm in the field of urban forestry, to assist with a backlog in work order requests for tree trimming services; and WHEREAS, because WCA did an outstanding job in assisting the City's Park Maintenance staff with reducing the tree trimming work order backlog, the City desires to enter into a new agreement with WCA to continue making progress on the tree trimming backlog; WHEREAS, because WCA did an outstanding job in assisting the City's Park Maintenance staff with reducing the tree trimming work order backlog, the City desires to enter into a new agreement with WCA in an amount not to exceed $90,000 to continue making progress on the tree trimming backlog; and WHEREAS, on October 16, 2012, the City of Encinitas entered into a three year agreement with WCA for Urban Forest Maintenance Services, which was subsequently extended through October 16, 2017, and amended to adopt newly implemented Department of Industrial Relations prevailing wage requirements; and WHEREAS, Section 2.60.260 of the National City Municipal Code provides that the City may buy directly from a vendor at a price established through competitive bidding by another public agency whose procedures have been determined to be in substantial compliance with the City's procurement procedures, and such a determination has been made in this case. It is therefore recommended that the purchase be made without complying with the competitive bidding procedure set forth in the Municipal Code. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby affirms the purchasing agent's determination that the City of Encinitas's procurement procedures are in substantial compliance with the City's, and pursuant to Section 2.60.260 of the Municipal Code authorizes the waiver of the bidding process. BE IT FURTHER RESOLVED that the City Council hereby authorizes the Mayor to execute an Agreement with West Coast Arborist, Inc., for tree trimming services through June 30, 2017, in an amount not to exceed $90,000 by utilizing City of Encinitas RFP Contract No. 2012-01 for Urban Forestry Maintenance Services, [Signature Page to Follow] Resolution No. 2016 — 171 Page Two PASSED and ADOPTED this 1st day of Novembe6. ATTEST: ttAi Mich el R. Dalla, Ci Clerk APPROVED AS TO FORM: George H. Eiser, Ill Interim City Attorney rrison, Passed and adopted by the Council of the City of National City, California, on November 1, 2016 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California !� N a& City Cl k of the City of ational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2016-171 of the City of National City, California, passed and adopted by the Council of said City on November 1, 2016. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: November 1, 2016 AGENDA ITEM NO. 9 .'EM TITLE: Resolution of the City Council of the City of National City waiving the formal bid process consistent with National City Municipal Code Section 2.60.260 regarding cooperative purchasing and authorizing the City (Buyer) to piggyback the City of Encinitas RFP Contract #2012-01 for Urban Forestry Maintenance Services to execute an Agreement with West Coast Arborists, Inc. (WCA) for tree trimming services in an amount not to exceed $90,000. PREPARED BY: Ray Roberson, Management Analyst II PHONE: (619) 336-4583 EXPLANATION: See attached. FINANCIAL STATEMENT: ACCOUNT NO. DEPARTMENT: Engineering/Public Works APPROVED BY: APPROVED: , e'V‘t APPROVED: Funds available in account #105-416-227-299-0000 through prior City Council appropriations. ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: L Finance MIS STAFF RECOMMENDATION: Adopt the Resolution authorizing the City (Buyer) to piggyback the City of Encinitas RFP Contract #2012-01 to execute an Agreement with West Coast Arborists, Inc. (WCA) for tree trimming services in an amount not to exceed $90,000. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: Explanation 2. City of Encinitas City RFP Contract #2012-01; Contract Extension; and Contract Amendment 3. Service Agreement 4. Resolution A, o‘Ar0.(-1 NO. \`11 EXPLANATION In 2015, the City contracted with West Coast Arborist, Inc. (WCA), a highly qualified and reputable firm in the field of urban forestry, to assist with a backlog in work order requests for tree trimming services. The City and WCA formed a strong working partnership and WCA did an outstanding job in assisting the City's Park Maintenance staff with reducing the tree trimming work order backlog. In order to continue making progress on the tree trimming backlog, staff recommends entering into a new agreement with WCA. National City Municipal Code Section 2.60.260 provides authority to the purchasing agent to join with other public jurisdictions to take advantage of cooperative purchasing opportunities, including but not limited to any federal, state or local agency pricing program or structure that is determined by the purchasing agent to allow a procurement that is in the best interests of the City. The purchasing agent may buy directly from a vendor at a price established through competitive bidding by another public agency whose procedures have been determined by the purchasing agent to be in substantial compliance with the City's procurement procedures, irrespective of the contracting limits of that jurisdiction or agency, even if the City had not initially joined with that public agency in the cooperative purchase. National City's Purchasing staff has confirmed that the City of Encinitas Request for Proposals (RFP) Contract #2012-01 Urban Forestry Maintenance Services with WCA was competitively bid through an RFP process, and that the City of Encinitas' procurement procedures are in substantial compliance with those of National City. On October 16, 2012, the City of Encinitas entered into a three year agreement with WCA for Urban Forest Maintenance Services. On July 23, 2015 the City of Encinitas extended the contract with WCA through October 16, 2017. On June 15, 2016, the contract was amended to adopt newly implemented Department of Industrial Relations prevailing wage requirements. Therefore, staff requests that City Council waive the formal bid process consistent with National City Municipal Code Section 2.60.260 regarding cooperative purchasing and authorize the City (Buyer) to piggyback the City of Encinitas RFP Contract #2012-01 for Urban Forestry Maintenance Services to execute an Agreement with WCA for tree trimming services in an amount not to exceed $90,000. Services would be provided through June 30, 2017. Funds are available in the Parks Maintenance & Operations Contract Services account through adoption of the FY 2017 budget. CITY OF ENCINITAS AGREEMENT TO PROVIDE SERVICES THIS AGREEMENT is made and entered into as of the date of execution by the City of Encinitas, a municipal corporation, hereinafter referred to as "CITY", and West Coast Arborists, Inc., hereinafter referred to as "PROVIDER". RECITALS The CITY requires professional assistance to provide the following services: URBAN FORESTRY MAINTENANCE SERVICES. PROVIDER represents itself as possessing the necessary skills and qualifications to provide the services required by the CITY; NOW THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the CITY and PROVIDER agree as follows: 1.0 CONTRACT DOCUMENTS 1.1 The complete Contract/Agreement includes all Contract Documents, to wit: the Notice requesting Proposal, the Request For Proposals (RFP), the PROVIDER'S Proposal and documents executed therewith, including the Workers' Compensation Certificate, the bonds executed in connection herewith, Addenda, insurance certificates and endorsements and all official papers and documents relating to the Work to be performed hereunder, the Scope of Work and all modifications incorporated in these documents before their execution. These documents shall be deemed and considered as forming a part of this Contract/Agreement as fully set forth herein and whether or not attached hereto. Any and all obligations of CITY AND PROVIDER are fully set forth and descried herein. 2.0 TERM OF AGREEMENT 2.1 Term. The term of the AGREEMENT is for a period of three (3) years, commencing on the Execution Date, and terminating three (3) calendar years thereafter ("Termination Date"), unless terminated earlier as set forth herein, or extended pursuant to Section 2.2 below. 2.2 Options to Extend. Provided that the CITY is satisfied with PROVIDER'S performance under this AGREEMENT and PROVIDER is in full compliance with the terms and conditions of this AGREEMENT, the City shall have, 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, which may be exercised by the CONTRACT OFFICER and executed by the CITY MANAGER and the PROVIDER prior to the expiration of the AGREEMENT. The total contract term may not exceed five (5) years. 2.3 Contract Price. PROVIDER agrees not to raise prices for the first two (2) years of the original term. Thereafter, the PROVIDER may request in writing no later than June 1, a unit price increase not to exceed the current San Diego Area Consumers Price Index or 2,5% whichever is greater. All price increases shall take effect July 1 of each year. Urban Forestry Maintenance Services RFP No, 2012-01 1 October 4, 2012 -1- ORIGINAL CONTRACT CITY OF ENCINITAS AGREEMENT TO PROVIDE SERVICES 3.0 PROVIDER'S OBLIGATIONS (ATTACHMENT A) 3.1 PROVIDER shall provide the CITY with services described in ATTACHMENT A, which is attached hereto, and incorporated herein as though fully set forth at length, collectively hereinafter referred to as "SCOPE OF WORK." 3.2 PROVIDER shall perform all work required to accomplish the "SCOPE OF WORK" in conformity with the applicable requirements of law: Federal, State and Local. 3.3 PROVIDER is hired to render the "SCOPE OF WORK" and any payments made to PROVIDER are compensation fully for such services. 3.4 PROVIDER shall maintain professional certifications as required in order to properly comply with all City, State, and Federal law. 4.0 PAYMENT FOR SERVICES (ATTACHMENT B) Payment to PROVIDER to render the SCOPE OF WORK hereunder shall be as set forth in ATTACHMENT B, which is attached hereto and incorporated herein as though fully set forth at length. 5.0 LISTING OF SUBCONTRACTORS (ATTACHMENT C) 5.1 If PROVIDER subcontracts for any of the work to be performed under this AGREEMENT, PROVIDER shall be as fully responsible to the CITY for the acts and omissions. This includes, but is not limited to PROVIDER'S subcontractors and persons either directly or indirectly employed by the subcontractors, as PROVIDER is for the acts and omissions of persons directly employed by PROVIDER. Nothing contained in the AGREEMENT shall create any contractual relationship between any subcontractor of PROVIDER and the CITY. PROVIDER shall bind every subcontractor to the terms of the AGREEMENT applicable to PROVIDER'S work unless specifically noted to the contrary in the subcontract in question and approved in writing by the CITY. 5.2 The name and location of the place of business of each subcontractor who will perform work or labor or render service to the PROVIDER in performing this AGREEMENT are contained in Attachment "C" which is attached hereto and incorporated herein as though fully set forth at length. 6.0 EXTRA WORK PROVIDER shall not perform work in excess of the "SCOPE OF WORK" without the prior, written approval of the CITY. All requests for extra work shall be in writing and submitted to the CITY for approval prior to the commencement of such work. Urban Forestry Maintenance Services 2 October 4, 2012 RFP No. 2012-01 -2- CITY OF ENCINITAS AGREEMENT TO PROVIDE SERVICES 7.0 VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent or employee of the CITY, either before, during or after the execution of this AGREEMENT, shall effect or modify any of the terms or obligations herein contained nor shall such verbal agreement or conversation entitle PROVIDER to any additional payment whatsoever. 8.0 TERMINATION OF AGREEMENT 8.1 In the event of PROVIDER'S failure to prosecute, deliver, or perform the "SCOPE OF WORK," the CITY may terminate this AGREEMENT by notifying PROVIDER by certified mail of said termination. Thereupon, PROVIDER shall cease work immediately and within five (5) working days: (1) assemble all documents owned by the CITY and in PROVIDER'S possession and deliver said documents to the CITY and (2) place all work in progress in a safe and protected condition. The City Manager of the CITY shall make a determination of the percentage of work, which PROVIDER has performed, which is usable and of worth to the CITY. Based upon that finding, the City shall determine any final payment due to PROVIDER. 8.2 This AGREEMENT may be terminated for convenience by either party in its absolute and sole discretion, without cause, upon the giving of thirty (30) days written notice to the other party. Prior to the 30th day following the giving of the notice, the PROVIDER shall: (1) assemble the completed work product to date, and place it in order for proper filing and closing, and deliver the document to the CITY; and (2) place all work -in -progress in a safe and protected condition. The City Manager shall make the determination of the percentage of work, which PROVIDER has performed, which is usable and of worth to the CITY. Based upon that finding, the City shall determine any final payment due to PROVIDER. 9.0 COVENANTS AGAINST CONTINGENT FEES PROVIDER warrants that it has not employed or retained any company or person, other than a bona fide employee working for PROVIDER, to solicit or secure thin AGREEMENT. PROVIDER has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this AGREEMENT. For breach or violation of this warranty, the CITY shall have the right to terminate this AGREEMENT without liability or, at the ENCLOSED discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 10.0 OWNERSHIP OF DOCUMENTS 10.1 All plans, studies, sketches, drawings, reports and specifications as herein required are the property of the CITY, whether or not the CITY proceeds with the project for which such documents are prepared. 10.2 If the CITY reuses these documents for any reason other than for the project for which they are prepared, without PROVIDER'S prior written authorization, which shall not be Urban Forestry Maintenance Services 3 October 4, 2012 RFP No. 2012-01 -3- CITY OF ENCINITAS AGREEMENT TO PROVIDE SERVICES unreasonably withheld, the CITY waives any claim against PROVIDER for such unauthorized use. The waiver will indemnify and hold PROVIDER harmless from any claim or liability for injury or loss allegedly arising from the ENCLOSED unauthorized use of such documents. 11.0 STATUS OF PROVIDER PROVIDER shall perform the services provided for herein in a manner of PROVIDER'S own choice, as an independent contractor and in pursuit of PROVIDER'S independent calling, and not as an employee of the CITY. PROVIDER shall be under control of the CITY only as to the result to be accomplished and the personnel assigned to the project. However, PROVIDER shall confer with CITY. 12.0 ASSIGNMENT OF CONTRACT PROVIDER is without right to and shall not assign this AGREEMENT or any part thereof or any monies due hereunder without the prior express written consent of the CITY. 13.0 HOLD HARMLESS 13.1 PROVIDER agrees to indemnify and hold the CITY and its elected officials, officers, employees and agents harmless from, and against any and all liabilities, claims, demands, causes of action, losses, damages and costs. Including all costs of defense thereof, arising out of, or in any manner connected directly or indirectly with, any acts or omissions of PROVIDER or PROVIDER'S agents, employees, subcontractors, officials, officers or representatives. PROVIDER'S obligation herein includes, but is not limited to, alleged defects in the services delivered by PROVIDER. Upon demand, PROVIDER shall, at its own expense, . defend CITY and its elected officials, officers, employees and agents, from and against any and all such liabilities, claims, demands, causes of action, losses, damages and costs. 13.2 PROVIDER'S obligation herein does not extend to liabilities, claims, demands, causes of action, losses, damages or costs that arise out of the City's intentional wrongful acts, violations of law, or the City's sole active negligence. 14.0 INSURANCE 14.1 PROVIDER shall obtain, and during the term of this AGREEMENT shall maintain, policies of liability, automobile liability, public liability, general liability and property damage insurance from an insurance company authorized to be in business in the State of California. The insurable amount shall not be less than one million dollars ($1,000,000) for each occurrence. The insurance policies shall provide that the policies shall remain in full force during the life of this AGREEMENT and shall not be cancelled, terminated, or allowed to expire without thirty 30) days prior written notice to the CITY from the insurance company. 14.2 The CITY shall be named as an additional insured on these policies. Urban Forestry Maintenance Services a October 4, 2012 RFP No. 2012-01 -4- CITY OF ENCINITAS AGREEMENT TO PROVIDE SERVICES 14.3 Before PROVIDER shall employ any person or persons in the performance of the AGREEMENT, PROVIDER shall procure a policy of Workers' Compensation Insurance as required by the Labor Code of the State of California. 14.4 PROVIDER shall furnish certificates of said insurance to the CITY prior to commencement of work under this AGREEMENT. 15.0 DISPUTES 15.1 If a dispute should arise regarding the performance of this AGREEMENT, the following procedures shall be used to address any question of fact or interpretation not otherwise settled by agreement between the parties. Such questions, if they become identified as part of a dispute between persons operating under the provisions of the AGREEMENT, shall be reduced to writing by the complaining party. A copy of such documented dispute shall be forwarded to the other party involved along with recommend methods of resolution. The party receiving the letter shall reply to the letter along with a recommended method of resolution within ten (10) days of receipt of the letter. 15.2 If the dispute is not resolved, the aggrieved party shall send to the Enclosed City Manager a letter outlining the dispute for Manager's resolution. 15.3 If the dispute remains unresolved and the parties have exhausted the procedures of this section, the parties may then seek remedies available to them at law, 16.0 NOTICES 16.1 Any notices to be given under this AGREEMENT, or otherwise, shall be served by certified mail, 16.2 For the purposes hereof, unless otherwise provided in writing by the parties hereto, the address of CITY and the proper person to receive any notice on the Enclosed behalf is: City of Encinitas Mark Hosford, Street Division Superintendent 160 Calle Magdalena Encinitas, CA 92024 16.3 For the purposes hereof, unless otherwise provided in writing by the parties hereto, the address of PROVIDER and the proper person to receive any notice on the PROVIDER'S behalf is: West Coast Arborists, Inc Attn. Patrick Mahoney 2200 E. Via Burton at. Anaheim, CA 92806 Urban Forestry Maintenance Services 5 October 4, 2012 RFP No. 2012-01 -5- CITY OF ENCINITAS AGREEMENT TO PROVIDE SERVICES 17.0 rROV/DER'S CERTIFICATION OF AWARENESS OF IMMIGRATION REFORM AND CONTROI, ACT OF 1986 PROVIDER certifies that PROVIDER is aware of the requirements of the Immigration Reform and Control Act of 1986 (8 USC §§ 1101-1525) and has complied and will comply with these requirements. This is including but not limited, to verifying the eligibility for employment of all agents, employees, subcontractors and consultants that are included in this AGREEMENT, PROVIDER: CITY: West Coast Arborist, Inc. City of Encinitas by, (Signature) President (Title) Attest: City Clerk i'f the Cir'y of Encinitas Dated: 10/ 19112 Date APPRO ' a:*Tf O FORM Gleine, City Attorney Date City Manager (Title) Urban Forestry Maintenance Services G October 4, 2012 RFP No. 2012-01 -6- Scope of Work Attachment A Project Requirements The requirement of this Contract is to provide professional Urban Forestry Maintenance Services for planting, pruning, trimming, staking, raising, removal, disposal, stump grinding and chipping, inventorying, documenting and all other services required to maintain the City of Encinitas' trees in a safe, attractive and overall healthy condition. The City proposes to enter into a Contract with a qualified Contractor who is proactive in their work and can meet the requirements set forth In this proposal package. The Contractor will be required to perform and complete the proposed Urban Forestry Maintenance Servicco in a thorough and professional manner, and to provide all labor, tools, equipment, materials and supplies necessary to complete the work according to generally accepted International Society of Arboriculture (ISA) practices and standards, and in a timely manner that will meet the City's requirements. The successful proposer will be required to comply with all current prevailing wage requirements as set forth in the Labor Code administered by the Department of Industrial Relations. There are two main program goals. First, the City requires an update to the current tree inventory and database, which includes updating and maintaining records throughout the term of the Contract. Second, the City requires an annual tree maintenance program to support and develop its Urban Forest. The following requirements are meant to meet these goals. 1. Tree Inventory A. Upon Contract award, the successful Proposer shall be required to provide a complete' update of the City's tree inventory at no additional cost to the City and submit the completed inventory to the City within ninety (90) days of the Contract award. The Contractor shall provide, at no additional cost to the City, software support to the City for the entire term of the Contract. The Contractor shall provide the City with recommendations for tree maintenance, recommended planting locations, and recommended removals. Failure to meet and maintain the requirements for the computerized tree inventory system shall be grounds for immediate termination of the Contract. 1) Tree Software Program The Contractor shall operate and maintain, at no additional cost to the City, an computerized Internet based urban forestry management program that includes, but is not limited to, municipal tree Inventory, ability to send online work requests for services, work order tracking, work histories and the ability to update site specific tree data and work records, Invoices tracking and Job balances, reports, value of the urban forest, GPS accessibility, and various other computer information management system tools. 2) Record Keeping The Contractor will provide, at no additional cost to the City, access to a record keeping system consisting of a password protected Internet -driven tracking program and Internet - based software program that allows the City to maintain information about its tree Urban Forestry Maintenance Services RFP No, 2012-01 1 October 4, 2012 -7- Scope of Work Attachment A population, including the description of each tree by species, height, diameter, work history, and tree and planting site location. The program shall have the capability to produce detailed listings of trees and site information, work histories, service requests, summary reports and pictures of City tree species. 3) GPS Since the City of Encinitas already has a tree inventory in GIS, the City's GIS Division will provide the current tree Inventory feature class (SQL table) to the contractor as a starting point. This includes but is not limited to all publicly owned trees on street rights -of -way, parks and open spaces such es medians, greenscapes, etc. The contractor shall then track the maintenance and characteristic information of the trees In the City of Encinitas' tree inventory feature class in ArcGIS version 10. Or, the contractor shall incorporate the City's tree inventory FacilitylD field into their own database, and include x and y (lat/long) fields necessary to map the trees in GIS. For on -going data maintenance, when a new tree is planted, the new tree site will be added as a record to the tree Inventory, and will include the latitude/longitude coordinates (collected by the contractor using a Global Positioning System (GPS) device with minimum sub -meter accuracy). Lat/long coordinates shall be included at the time a new record Is added, and will not be input at a later date through a bulk update process. Trees that are removed will not be deleted from the tree inventory, but will be coded as 'vacant'. At required intervals, the contractor shall provide an ArcGIS version 10 file or personal geodatabase containing the updated tree feature class, which will be reconciled with the City GIS tree inventory. Or, the contractor may provide an Excel spreadsheet or Access database table containing updated Information that can be Joined to the City's GIS tree Inventory based on FacilitylD. If the contractor provides their own updated tree inventory database to the City, there will be a one-time requirement to provide a data dictionary of fields containing tree maintenance and tree characteristic information that corresponds to similar fields In the City's GiS tree inventory, so that the City Is confident that accurate data synchronization/updating can occur. B. Experience The Contractor shall have at a minimum five (5) years experience in collecting tree inventories and developing inventory databases, including an extensive program that simplifies the management of the City's Urban Forest. The Contractor shall have developed a complete and comprehensive computer software program in at least five (5) California cities. The program should have specialized reports designed specifically for City representatives' needs. The program should be developed based on the needs of the City and allow the City to modify and structure the program to address Its specific needs. The user-friendly program should allow customers to generate a variety of reports quickly. Urban Forestry Maintenance Services 2 October 4, 2012 RFP No. 2012-01 -8- Scope of Work Attachment A C. Training and Support The Contractor shall provide, at no additional cost to the City, training and support on the software system they provide for the entire term of the contract. Contractor shall provide training to designated City staff during the hours of 7:00 A.M. to 4:30 P.M. Monday through Thursday. The Contractor shall be readily available by telephone or e-mail and shall respond to the City's Inquiries In a timely manner. 2. Annual Maintenance Program A. Public Relatinns The Contractor shall endeavor to maintain good public relations at all times with the public. All work shall be conducted in a manner which will cause the least possible interference with or annoyance to, the public. B. Work Schedule Upon Contract award, the successful proposer shall be required to submit a work schedule based on the City's annual pruning requirements which is a systematic tree pruning program composed of existing grid or per -designed districts that are pruned in their entirety on a set schedule; removal & replacement programs which consist of removing trees designated by the City and replanting appropriate trees as replacements; and planting new appropriate trees is areas where trees do not currently exists. The proposal shall include a recommended annual work plan, daily work schedules, and personnel and vehicles that would be required to complete the annual maintenance program. Depending on the City's current and future program needs the scheduled work may require multiple crews to perform concurrently within the same time constraints. The Contractor is also required to provide service for trees prior to their regular and scheduled trim cycle in order to correct an immediate problem or concern as determined by the City's Designated Representative. Such request(s) shall be addressed and work completed within two (2) weeks of notice by the City. C. Work Hours and City Notification The Contractor's working hours, for normal work, shall be limited to the hours between 7:00 AM and 4:30 PM Monday through Friday, excluding recognized holidays. Deviation from normal working hours will not be allowed without prior authorization from the City's designated representative. The Contractor shall notify the City's Designated Representative no later than 8:00a.m. each morning they are working in the City. The notification shall include what work is being done and where, the name of the onsite supervisor and his or her direct phone number. D. Emergency Response The Contractor shall be responsible for responding to tree related emergency situations during normal business hours, after-hours, weekends and holidays. The Contractor shall have the capacity to deal with any tree related emergency situation ranging from limbs down Urban Forestry Maintenance Services 3 October 4, 2012 RFP No. 2012-01 -9- Scope of Work Attachment A on single trees to storm related damage that Involves a large number of trees requiring the commitment and focus of significant resources and staffing levels for several days. Response time and protocol during emergencies is critical to the City of Encinitas. As part of this Contract, the Contractor shall be required to make the City of Encinitas their priority client for responses during emergencies that cover the San Diego area. 1) Telephone responses by the Contractor to tree related emergency calls during normal business hours and after-hours shall be made within (15) fifteen minutes of the initial call. 2) The response time for a crew to arrive on -site for tree related emergencies during normal business hours of operation is thirty (30) minutes. 3) The response time for a crew to arrive on -site for tree related emergencies outside of normal business hours of operation is ninety (90) minutes. Failure to meet these requirements may be cause for termination of the Contract. E. Competent Supervisor and Project Manager The Contractor shall have competent working supervisors at each jobsite at all times when work Is being performed. Each supervisor must be capable of communicating effectively both in written and oral English, and holding the necessary certifications or credentials as described for that position. All supervisors must possess adequate technical background to ensure that all work is accomplished per provisions of this Contract. Contractor is required to have a competent Project Manager available by telephone on a twenty-four (24) hour basis that is assigned to provide direct and prompt attention to requests from the City for emergency and after-hours tree service requests. F, Qualified Staff Contractor shall employ sufficient personnel qualified by reason of education, training and experience to discharge the services agreed to be performed by Contractor. Contractor shall provide service of the highest quality at all times, and personnel retained to perform this service shall be temperate, competent and otherwise fully qualified to fulfill the Contractor's obligations under the Contract. G. Uniforms All employees of Contractor performing services shall appear neat and well-groomed at all times and shall be dressed in clean, unaltered uniforms at no additional cost to the City, with suitable company identification. No portion of the uniform may be removed while working. Employees not in uniform shall be immediately removed from the work area. The Contractor shall provide a standard uniform consisting of at least a collared shirt with buttons, complimenting pants, a belt and boots appropriate to the work. All shirts, Jackets or safety vests shall be clearly marked with company Identification and the name of the employee wearing the uniform in the field. Contractor employees shall wear orange safety vests when Urban Forestry Maintenance Services 4 October 4, 2012 RFP No. 2012-01 -10- Scope of Work Attachment A operating machinery and/or while working near moving traffic as required by any applicable laws. H. Knowledge, Skills and Abilities The Contractor's employees shall be subject to the following minimum knowledge, skills, abilities and requirements: 1) The proper license to operate equipment; 2) Ability to operate and maintain equipment in accordance with the manufacturer's recommendations; 3) Mechanical ability to make required operator adjustments to the equipment being used; 4) Knowledgeable of safety regulations as they relate to tree care and traffic control; 5) First Aid Certification from a nationally recognized organization (minimum of one member of each crew); 6) Ability to communicate orally and in writing in English; and, 7) Demonstrated knowledge of tree care and related operations. I. ISA Standards The Contractor shall deliver a level of quality that is compatib►e with International Society of Arboriculture (ISA) standards, and standards and requirements described herein In providing tree services compatible with standard practice that results in a neat, clean and attractive appearance to trees and associated sites serviced under the terms of the Contract. J. Clean Worksite Upon completion of work on individual street segments that are under the Contract, Contractor shall clean the work site and all grounds adjacent to the work area of all rubbish, excess materials and equipment. All sections of the work area shall be left In a neat and presentable condition. Care should be taken to prevent spillage on streets over which work or hauling is done, and any such spillage or debris deposited on street due to Contractor operation shall be cleaned up immediately. K. Equipment 1) Overnight parking of equipment, leaving unattended debris and staging of materials on City streets will not be permitted. Waste bins shall be removed from Individual street segments once the work has been completed. 2) All equipment used and all maintenance practices employed shall be subject to the inspection of the City's designated representative and shall meet safety and functional requirements described herein. All vehicles and equipment operating under this Contract shall be properly marked with company identification. All equipment must be maintained in a good state of repair. All safety guards shall be in place. No equipment shall leak oil or fluids. Equipment drive belts and hoses shall be covered and in good repair and show no sign of fraying. No equipment shall present any potential danger to the operator, co - Urban Forestry Maintenance Services 5 October4, 2012 RFP No. 2012-01 Scope of Work Attachment A workers, passing motorists or pedestrians. Failure to comply with this provision will be cause to have the equipment removed from the job site. 3) it is the Contractor's responsibility to maintain a sufficient inventory of equipment so as to complete work as specified. An inventory of equipment shall be provided with proposal. This inventory shall include the brand name, model number, weight and capacities of all equipment to be used in the performance of the Contract. Ail equipment Is to be approved by the City prior to the start of the Contract. It is the Contractor's responsibility to notify the City's designated representative of any change in the equipment inventory during the performance of the Contract. This notification shall come in the form of an updated equipment inventory list, presented in the form of a memo on dated company letterhead. Failure to comply with this provision will be grounds to remove the Contractor from the job site until such time as equipment inventory discrepancies are addressed and may be grounds to terminate the Contract. L. Disposal of Refuse and Debris/Landfill Diversion Requirement: All vegetation and debris generated by the Contractor in the performance of the work shall become the property of the Contractor and shall be removed from the work site promptly. The Contractor shall dispose of all generated debris at no additional cost to City and shall, at minimum, dispose of the material as is consistent with the requirements of AB 939. The Contractor is encouraged to divert as much material as possible from the landfill, meeting or exceeding the City's goal of seventy-five (75) percent diversion rate. It Is anticipated that one -hundred (100) percent of the material from the work could be diverted, unless a particular tree is diseased or not suitable for reuse. M. Protecting the Urban Forest If, at any time, the Contractor is unclear, on what course of action to follow in the field, the Contractor shall consult with the City's designated representative. The Contractor should never proceed with an action that will result in the permanent disfigurement of the structure or value of a tree. Contractors responsible for the disfigurement of trees shall be penalized in an amount equal to the appraised value of the subject tree as determined by an Independent Consulting Arborist. N. Safety Requirements The Contractor shall conduct all work outlined in the Contract in such a manner as to meet all accepted standards for safe practices during the operation and to safely maintain stored equipment, machines and materials or other hazards consequential or related to the work; and agrees additionally to accept the sole responsibility for complying with all City, County, State or other legal requirements including, but limited to, full compliance with the terms of the applicable OSHA, CAL EPA Safety Orders and ANSI Z133.1 Safety Requirements for Arboricultural Operations at all times so as to protect all person, including Contractor employees, agents of the City, vendors, members of the public or others from foreseeable injury or damage to their property. Urban Forestry Maintenance Services 6 October 4, 2012 RFP No. 2012-01 -12- Scope of Work Attachment A O. Traffic Control The Contractor shall be responsible for traffic control and safety regulations as related to any City, State or County requirements while working in the public right-of-way or on any City project. The design and operation of work zone traffic controls must comply with US Department of Transportation/Federal highway Administrative guidelines and any City, County or State supplements guidelines and/or regulations and laws. All operations will be conducted by the Contractor to provide maximum safety for the public according to the most rAecint Ariitirn of the MIJCTD (Manoel on Uniform Traffic Control Devices) and any California supplements to the MUCTD and any local regulations. Where work is in progress, each street shall be open to local traffic at all times unless prior arrangements have been made and approved by the City's designated representative. The Contractor shall display standardized warning signage when controlling traffic around any area used for staging or working in any area that is subject to pedestrian or vehicular traffic. At no time shall traffic be permitted to enter, or operations allowed to continue, in any work zone that presents a dangerous conditions to pedestrian and/or vehicular traffic. The Contractor may be required to submit a traffic control plan to the Engineering Department as directed by the City's designated representative. P. Utility Coordination The Contractor shall recognize the rights of utility companies within the public right -of- way or on any City project and their need to maintain and repair their facilities. The Contractor shall exercise due and proper care to prevent damage to utility facilities and to adjust schedules when utility operations prevent the Contractor from maintenance during a specified time frame. No additional compensation will be allowed for complying with these requirements. Contractor shall notify the City's designated representative of any utility that is disturbed or damaged and shall contact the appropriate utility to arrange for repair. Q. Authority and Inspections 1) The City's designated representatives shall, at all times, have access to the work and shall be furnished with every reasonable facility for acquiring full knowledge with respect to the progress, workmanship and characters of materials and equipment used and employed in the work. Whenever the Contractor varies the period during which work is carried out, they shall give due notice to the City's designated representative so that property access for inspection may be provided. Any inspection of work shall not relive the Contractor of any obligations to fulfill the Contract as prescribed. Any and all questions regarding the performance of the work shall be directed to the City's designated representative. Urban Forestry Maintenance Services 7 October 4, 2012 RFP No. 2012-01 -13- Scope of Work Attachment A 2) If it appears that the work to be done or any matter relative thereto is not sufficiently detailed or explained by the specifications, the Contractor shall apply to the City's designated representative for such further explanation as may be necessary and shall conform to such explanation or Interpretation as part of the Contract so far as may be consistent with the intent of the original requirements. 3) All work shall be completed to the satisfaction of and under the supervision of the City's designated representative. Failure to comply with any requirement contained herein may result in suspension of work without time extension or termination of Contract. Inspection of work will be done by the City's designated representative, during the performance of work or when deemed necessary. 4) If any portion of the work done under the Contract proves defective or not in accordance with the requirements, and if the imperfection in the same is not of sufficient magnitude or importance to make the work dangerous or undesirable, the City's designated representative shall have the right and authority to retain the work, but he/she may make such deductions in the payment due the Contractor as may be just and reasonable. Any work which is defective or deficient in any of the requirements or specifications shall be remedied or removed and replaced by the Contractor In an acceptable manner and within a reasonable amount of time as determined by the City, at the Contractor's own expense. In any other case, a letter will be sent to Contractor noting deficiencies, and the Contractor shall make a reasonable and good faith effort to correct the deficiencies within a reasonable period of time not to exceed three (3) days from notification. After this time period, if unacceptable conditions still exist, the City has the right to terminate the Contract or deduct payment as is proportionately appropriate for non-compliance with the requirements and specifications of the Contract. R. Quantities/ Minor Modifications and/or Additional Work The City reserves the right to increase or decrease the quantity of any item(s) or portion(s) of the work described In the requirements or specifications or the proposal form or to omit portions of the work so described as may be deemed necessary or expedient by the City's designated representative and the Contractor shall agree not to claim or bring suit for damages, whether for loss of profits or otherwise, on account of any decrease or omission of any kind of work to be done. The City shall reduce the price accordingly. Alterations, modifications or deviations from the work described in this document shall be subject to prior written approval of the City. Any price adjustments shall be made by mutual consent of the City and Contractor. Should a change or extra work be found necessary by the City, all changes and extra work shall be performed at the same unit price of any proposal item listed. If the work is not listed Urban Forestry Maintenance Services 8 October 4, 2012 RFP No. 2012-01 -i4- Scope of Work Attachment A as a proposal item, the Contractor shall submit a fair cost for the work to be performed. A change order authorization, in writing, will be Issued by the City. �. invoicing Contractor shall be required to submit Invoices on a monthly basis. Invoice format shall include but not be limited to the date the work took place, a list of each street that work took place, the address of each individual work site and the activity, the species and its current condition, height, trunk diameter and canopy spread of each individual tree. Each invoice shall include an exact copy in electronic format that is compatible with the City's Tree Inventory program. Failure to submit invoices in this format may result in non-payment until these requirements are met. T. Withholding Payment The City may withhold payment to such extent as may be necessary to protect the City from loss due to one or more of the following reasons: 1) Defective, unsatisfactory or inadequate work not corrected; 2) Claims filed, or reasonable evidence Indicating probable filing of claims; 3) Failure of the Contractor to make proper payments to subcontractors or for materials or labor; 4) A reasonable doubt that the contract can be completed for the balance unpaid; and, 5) Damage that resulted from an incident involving property damage. U. Stop Work 1) If the Contractor, after having officially commenced work on said Contract, should discontinue work for any cause, he/she shall notify the City's Designated Representative of the intent to do so, and shall further notify of the date for restarting operations. 2) The City, at the discretion of the City's Designated Representative, may require the Contractor to Stop Work if any condition presents an unreasonable liability to the City, until such time as the condition is corrected to the satisfaction of the City. V. Risk Management Tree work is a controlled task. At no time should work be performed so as to result in loss of control incident (e.g. free -falling large limbs or trunk sections, hinge cutting to avoid use of ropes/hoisting equipment, lack of safety apparatus/equipment guards, improper use/loading of equipment). Failure to maintain control at ail times is dangerous and can result in serious injury. A loss control incident will not be tolerated and may result in termination of this Contract. The Contractor shall be responsible for mitigating any damage related to a loss of control incident. W. Investigation Urban Forestry Maintenance Services 9 October 4, 2012 RFP No. 2012-01 -15- Scope of Work Attachment A Project Special Requirements These project special requirements are intended to further address the Urban Forestry Maintenance Services program requirements and to the help the Contractor fully understand what is needed to fulfill the Contract. Within this section are the descriptions and specifications for the detailed services and materials which will be necessary to provide services under the Contract and shall be Included in the base price of the proposal and shall not result in additional charges to the City. -1. Clarification of Specifications If any Proposer, prior to submitting their proposal should find any discrepancies and/or omissions from the requirements and specifications or other contract documents, or if they should be in doubt as to the true meaning of any part thereof, they shall at once make a written request to the City of Encinitas' designated representative for corrections, clarification, or Interpretation. The person submitting such request shall be responsible for its prompt delivery. In the event that the City of Encinitas' designated representative receives a request and it should be found that certain essential information Is not clearly and fully set forth, or if the City discovers errors, omissions, or points requiring clarification in these documents, a written addendum will be mailed to each person to whom a set of RFP documents has been delivered. The City will not be responsible for any instructions, explanations, or Interpretations of the documents presented to Proposers in any manner other than written addendum. 2. Work Quality & General Standards All work as part of this contract shall comply with good arboreal practice for the particular species of trees being worked on and shall be consistent with national standards. All trees being trimmed will meet Pruning Standards as adopted by the International Society of Arboriculture, and/or "Pruning Landscape Trees" by U.C. Agricultural Extension Service #AXT-288. The Contractor shall also meet the requirements of the most current American National Standard institute, Inc., "Safety Requirements for Tree Pruning, Trimming, Repair or Removal." The City's Designated Representative shall determine If the Contractor has met all trimming requirements and payment shall not be made for trimming that is not in accordance with the above standards. The Contractor shall be deemed in contract default, if they consistently fail to comply with the contract standards. The City of Encinitas has developed an Urban Forest Management Program Administrative Manual, hereinafter referred to as The Manual. This Manual is available on the City's website and will be used, where applicable, to ensure the Contractor meets the City's requirements for Urban Forest Maintenance. Should a discrepancy between this contract, the national standards for tree work or The Manual exist, the Contractor and the City's Designated Representative will meet and resolve the discrepancy to the satisfaction of the City. Urban Forestry Maintenance Services 11 October 4, 2012 RFP No. 2012-01 -16- Scope of Work Attachment A No worker shall enter a fenced or otherwise secured area of private property without the consent of the property owner. 3. Public Noticing At least seventy-two hours (72) prior to the commencement of any non -emergency work at any tree site, the Contractor shall notify the occupant(s) of that property of the type of work that shall be performed and the anticipated duration of the work. In addition, the Contractor shall supply and post standard signage at the site work at which work is to be performed, at least forty-eight (48) hours in advance of work with the signage clearly stating what type of work is to be done and what affect the work will have on parking availability at that particular site. The Contractor may not use any material to affix signs to trees that may cause death or permanent damage to the tree(s). 4. Tool Sanitation On all trees, including palms, known or suspected to be diseased, pruning tools and cut surfaces shall be disinfected with a ten (10) percent chlorine bleach solution after each cut and between trees where there is danger of transmitting the disease on tools. Fresh solution shall be mixed daily. Old solutions shall be disposed of through proper disposal methods. Dumping used or old bleach solutions on the ground or down the storm drain and will result in severe penalties to the Contractor and may result in the termination of this Contract. 5. Wildlife protection Prior to the commencement of any work In the vicinity of any tree, each tree shall be visually surveyed, from all sides, for the sole purpose of detecting the presence of bird nests or wildlife of any type. If a nest is found and is determined to be active, there shall be no work of any type in the tree in which the nest is found without the written permission of the City's Designated Representative. At no time shall any nest or wildlife be removed from its location. In the event that wildlife is accidentally displaced and needs assistance, the Contractor shall notify Animal Control and/or the nearest appropriate animal rescue facility, as Identified in the Contractor's submittal required herein regarding "Protection of Wildlife", shall be contacted for assistance. 6. Pre -inspection Prior to the commencement of any work In the vicinity of any tree, the Contractor shall identify the location of utilities, irrigation components and/or any private property element(s) that could be compromised by any work activity. If identified, the Contractor shall take appropriate action to protect same. If, during the course of pre -inspection, the Contractor identifies damage that exists before the onset of work, the Contractor shall document the damages with photos and report such damage to the City's Designated Representative prior to commencing work In that area. All photo documentation shall have the time and date embedded. Any claim of damage that cannot be refuted by photo -documentation and/or a written report to the City's Designated Representative shall be considered the responsibility of the Contractor. 7. Setup, Operations, Equipment Staging Urban Forestry Maintenance Services 12 October 4, 2012 RFP No. 2012-01 -17- Scope of Work Attachment A The Contractor shall setup, operate and stage in a manner that presents the least amount of disruption to residents, businesses, the public and traffic flow. Outside of an emergency situation, at no time will multiple setups or equipment staging be allowed on both sides of a street within the same block. Equipment shall never be stored or left unattended on a public street, City facility or private property without prior authorization from the City's Designated Representative or in the case of private property, owner of that property. The staging of equipment shall not be exempt from the work hour restrictions defined herein. 8. irdArttificatinn and reporting of hazards While performing work of any type, the tree worker should inspect for any obvious hazards related to trees. All hazardous situations should be corrected or promptly reported to the City. Any defective or weakened trees shall be reported to the City's Designated Representative. 9. Cleanup of greenwaste & debris: Limbs, logs or any other debris resulting from any tree operations shall be promptly and properly removed. The work area shall be kept safe at all times until all operations are completed. Under no circumstances shall the accumulation of brush, limbs, logs or other debris be allowed to pose a hazard to the public. During production trimming and removals, debris shall be removed from public rights of way and private property within one (1) hour of the completion of work on the tree from which the debris was generated. All trimming activities shall cease immediately if clean up equipment ceases to function or is not available (e.g. loader, roll off equipment, staff). Street rights -of -way shall not be used to stage unattended debris generated during standard work hours. All debris from tree operations shall be cleaned up each day before the work crew leaves the site. All lawn areas shall be raked, all streets/sidewalks shall be swept, and all brush, branches, or other debris shall be removed from the site. Areas are to be left In a condition equal to or better than that which existed prior to the commencement of tree operations. No material is to be allowed to enter any storm drain. All brush generated from tree trimming operations shall be recycled where practical. A. Greenwaste Report: Greenwaste that is transported to an offsite facility for grinding into mulch shall be documented and submitted to the City's Designated Representative on a monthly basis. Weight slips shall be required as proof of disposal and shall be included In the monthly Greenwaste Report. B. Wood Chips and/or Mulch: 1) Chips or mulch generated from trimming operations within the City may be dumped and spread at a City designated site upon specific permission from the City's Designated Representative. C. Milling: Urban Forestry Maintenance Services 13 October 4, 2012 RFP No. 2012-01 -18- Scope of Work Attachment A At the direction of the City's Designated Representative, large tree trunks, which meet proper specifications, will be required to be milled Into lumber suitable for use in a variety of applications. Milled lumber shall be returned to the City at a cost to be included in the bid proposal. 2) At the direction of the City's Designated Representative, wood waste generated from tree removals shall be chipped into pure wood chips with an even uniform size. These chips shall be dumped and spread in specified locations in the City. 10. Education and Outreach Education Is an integral and primary element of the City's Urban Forest Management Program. The Contractor is required to provide support to the City's education and outreach efforts at no additional cost to the City. The Contractor is required to participate In the City's Arbor Day Event, which is typically held in April or May each year, and will be required to provide additional education and outreach support to the City when requested. 11. Tree City USA: The City of Encinitas is a designated as a "Tree City USA," as determined by the Arbor Day Foundation. The Contractor will endeavor to provide support to the City to ensure the City maintains this designation. 12. Cooperative Bidding: Other Public agencies may be extended the opportunity to purchase off this proposal and subsequent agreement if the successful vendor(s) and the City of Encinitas agree. The lack of exception to this clause in vendor's response will be considered agreement. However, the City of Encinitas is not an agent of, partner to or representative of these outside agencies and is not obligate or liable for any action or debts that may arise out of such independently negotiated "piggy -back" procurements. Urban Forestry Maintenance Services 14 October 4, 2012 RFP No. 2012-01 -19- Payment for Services Attachment B The PROVIDER agrees to furnish ail materials, supplies, equipment and/or services set forth herein, subject to all conditions outlined In the Request For Proposal (RFP), at prices indicated below. All applicable services include cleanup and disposal. Tree Planting — (per tree) Tree planting includes tree, materials and planting costs. 15 Gallon (double staked per specs) 24 inch Box (double staked per specs) 36 inch Box (double staked per specs) 48 inch Box 60 inch Box Unit Price in Figures $ 120.00 $ 200.00 $ 500.00 $ 1,000.00 $ 2,000.00 Tree Watering (per hour) Watering of young trees, water truck/operator-per hour $ 60.00 Tree Pruning (by Grid) Price per tree to Prune by Grid $ 44.00 Tree Pruning (per Service Requests) Full prune tree 0" - 6" Diameter Standard Height $ 30.00 7` - 12" Diameter Standard Height $ 60.00 13" - 18" Diameter Standard Height $ 85.00 19" - 24" Diameter Standard Height $ 115.00 25" - 30" Diameter Standard Height $ 185.00 31" - 36' Diameter Standard Height $ 250.00 36"+ Diameter Standard Height $ 250.00 Crown Raise/Clearance Prune Hardwood tree 0" - 6" Diameter Standard Height 7` - 12" Diameter Standard Height 13" - 18" Diameter Standard Height 19" - 24" Diameter Standard Height 25" - 30" Diameter Standard Height 31" - 36" Diameter Standard Height 36"+ Diameter Standard Height Palm Tree Trimming: Prune Date Palm (Phoenix app.) Clean Trunk for Date Palm (Phoenix spp.) Prune Fan Palm (Washingtonia spp.) Clean Trunk for Fan Palm (Washingtonia spp.) Prune all other Palm Species $ 20.00 $ 20.00 $ 50.00 $ 50.00 $ 50.00 $ 80.00 $ 80.00 $ 120.00 $ 30.00/Lineal Foot $ 44.00 $ 10.00 / Lineal Foot $ 44.00 Urban Forestry Maintenance Services 1 October 4, 2012 RFP No. 2012-01 -20- Payment for Services Attachment B Tree Removal — (per inch) Unit Price in Figures Tree and Stump removal per Inch trunk Diameter at Standard Height (DSH) 0" - 6" DSH $ 17.00 7" - 12" DSH $ 17.00 13" - 18" DSH $ 17.00 19" - 24" DSH $ 17.00 25" - 30" DSH $ 17.00 31" - 38" DSH $ 27.00 Over 38" DSH $ 27.00 Stump grinding per stump diameter inch at grade $ 7.00 Milling Cost — (per board foot) Milling Lumber per Board Foot $ 7.00 Root Pruning — (per linear foot) Per foot of roots pruned $ 10.00 Root;Barrier Installation — (Der linear foot) Per foot of root barrier installed $ 10,00 General Labor Rates — (by hour) Hourly rate for 1 Ground -person Hourly rate for 1 Equipment Operator Hourly rate for 1 Trimmer Day Rate Service Crew - (per day) Boom truck per eight (8) hour day to include a chip body, low decibel chipper, 1 trimmer, 2 ground persons $ 60.00 $ 60.00 $ 60.00 $ 1,440.00 Specialty Eouipment Day Rate — (per day) Per eight (8) hour day $ 800.00 Emergency Services — (per hour) Fully equipped 3 person crew called in for emergency service: During normal business hours After hours, weekends 8Jor holidays $ 180.00 $ 210.00 Arborist Reports — (per hour) Unit Pricejn Figures Cost per hour $ 100.00 GPS Tree Inventory — (per tree site) Cost per tree site $ 2.00 Urban Forestry Maintenance Services 2 October 4, 2012 RFP No. 2012-01 -21- Listing of Subcontractors Attachment C Name Business Address Work Activity There are no subcontractors planned at this time. Urban Forestry Maintenance Services RFP No. 2012-01 October 4, 2012 _22_ EXTENSION TO THE CONTRACT BETWEEN THE CITY OF ENCINITAS AND WEST COAST ARBORIST, INC. This extension is made effective on the date executed by the City Manager for the City of Encinitas and West Coast Arborist, Inc. RECITALS A. The City of Encinitas and West Coast Arborist, Inc.; entered into a Contract for a term that began on October 16, 2012 and that ended on October 16, 2015. B. Under the terms of the Contract, the City may extend the agreement one (1) additional time for two (2) years. C. Under the terms of the Contract, the Contractor may request a unit price increase not to exceed the current San Diego Area Consumer Price Index or 2.5% whichever is greater (attached). D. The parties wish to extend the term of the Contract to October 16, 2017. NOW, THEREFORE, in consideration of the mutual benefits to be derived thereupon, the parties agree to amend the Contract as follows: A. The Contract between the City of Encinitas and West Coast Arborist, Inc.; is extended for a period of two (2) years and will now expire on October 16, 2017. B. For the period of October 16, 2015, through October 16, 2017 the attached Price Schedule contains updated unit costs that shall replace the costs shown in the Bid Schedule attached to the original Contract. Except as otherwise provided above, all the provisions of the Contract between the City of Encinitas and West Coast Arborist, Inc.; effective October 16, 2015, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused the Contract to be executed as follows: BY: Name: PA ri iCt< 1Y EY Title:. Pi2ES+ b€NIT West Coast Arborist, Inc. West Coast Arborist, Inc. RFP No. 2012-01 BY City Manager City of Encinitas Dated: ! !r Approve to form: Office of the City Attorne BY: Dated: 7/2 7/' r July 14, 2015 -23- CONTRACT EXTENSION Tree Care Professionals Serving Communities unifies li 1w Care /Maul Trees May 30, 2015 City of Encinitas ATTN: Mark Hosford, Deputy Director of Public Works 160 Calle Magdalena Encinitas, CA 92024 RE: Tree Maintenance Agreement Dear Mr. Hosford, SCR( -,a www.WCAINC.wm With this contract year coming to a close, West Coast Arborists, Inc. would like to take a moment to thank you and the City for another successful year. Together we have worked diligently to ensure that our mutual goal of improving the City's urban forest is being achieved each day. At this time, we would like to express our interest in continuing with the agreement for an additional year with an increase in cost. Over the course of the year, the cost of operating has continued to increase particularly in labor, insurance, and fuel. For this reason, we are respectfully requesting a cost adjustment of 1.30% based on the Consumer Price index (CPI) for the San Diego region. Attached for your review is our proposed Schedule of Compensation for 2015-2016. Your consideration in this matter will be sincerely appreciated. Should you have any questions or require additional information, please do not hesitate to call me at (800) 521-3714. Sincerely, Victor M. Gonzalez Vice President, Marketing West (oast Arborists, Inc. ••, V.. s.:, , •Ps • Ss. , A •2:• • 14;••1.1•LC-1 • :• F x714.9 6.3745 -24- City of Encinitas West Coast Arborists, Inc. Price Schedule for Tree Maintenance Services 2015-2016 tine Item Grid Tree Pruning Full prune 0.6 Full prune 7.12' Full prune 13.18" Full prune 19.24' Full prune 25.30" Full prune 31-36" Full prune over 36" Unit Each Each Each Each Each Each Each Each $ 30.00 $ 60.00 $ 85.00 S 115 00 $ 185.00 $ $ 250.00 $ 250 00 J Proposed Prices 1 4455 30.40 60.75 86.10 116.50 187A0 253.25 253.25 Crown raise/Clearance prune 0.6" Each * $ 20.00 < 1 $ 20.25 Crown raise/Clearance prune 7.12' Each "'a $ 20.00 $ 20.25 Crown raise/Clearance prune 13.18" Each t,a 5 50.00 S 50.65 Crown raise/Clearance prune 19.24" Each $ 50.00 "';'1 $ 50.65 Crown raise/Clearance prune 25.30" Each $ 50.00 $ 50.65 Crown raise/Clearance prune 31.36" Each 5 80.00 <; $ 81.00 Crown raise/Clearance prune over 36' Each ; 5 80.00 $ 81.00 Palm Trimming Prune Date Palm (Phoenix spp,) Each ' $ 12000 S 121.55 Clean Trunk for Date Palm (Phoenix spp,) lineal Foot S 30.00 $ 30.40 Prune Fan Palm (Washingtonia spp,) Each / $ 44.00 $ 48,60 Clean trunk for Fan Palm (Washingtonia spp) Uneai Foot $ 10.00 '; S 10.10 Prune all other Palm species Each 5 44.00 $ 4455 Root Pruning and installation of 12'root barrier Linear Foot ; $ 10.00 F7 5 10.10 Root Pruning and installation of 18" root barrier Linear Foot "fi $ 10.00 . ; $ 10,10 Crew Rental - Goundperson Hourly $ 60.00 S 60.75 Crew Rental - Equipment Operator Hourly i $ 60 00 $ 60,75 Crew Rental - Trimmer Hourly $ 60.013 , $ 60.75 Day Rate Service Crew: 8 hr day, 3 men & Equip Day ' $ 1,440 00 5 1,458.75 Tree & Stump Removal (Standard removal) Removal0.6" Pet Inch ' 5 17.00 $ 17.20 Removal 7.12" Pee Inch j $ 17.00 $ 17.20 Removal13.18" Per Inch 'v'i S 17.00 rWi 5 17.20 Removal 19.24" Per inch $ 17.00 }j $ 17.20 Removal 25.30" Per inch $ 17.00 t $ 17.20 Removal 31-36" Per Inch 5 27.00 $ 27.35 Removal over 36" Per Inch " $ 27.00 S 2735 Stump Only removal Per Inch 5 7.00 w 5 7.10 Milting Cost Per Board Foot °;; S 7.00 Tree Planting 15-gallon Each P S 120.00 E S 121.55 24-inch box Each S 200.00 + $ 202.60 36-inch box Each + $ 500.00 $ 506.50 48-inch box Each S 1,000.00 n S 1,013.00 60-inch box Each P1 S 1,000 00 r $ 1,013,00 Tree Watering Per Hour ! S 60.00 , $ 60.75 Specialty Equipment Day Rate Pet day . k $ 800.00 - $ 810.40 Emergency Crew (During business hours) Per Hour t $ 180.00 $ 182.35 Emergency Crew (After hours, weekends. holidays) Per Hour 5 210.00 .; t $ 212.75 Certified Arborist Reports Per Hour $ 100.00 5 101.30 GPS Tree Inventory Per tree slte $ 2.00 $ 2.00 -25- AGENDA REPORT city council MEETING DATE: PREPARED BY: June 15, 2016 Mark Hosford, Deputy DEPT. Glenn Pruim Director DIRECTORS: Jim O'Grady Michael Stauffer, Acting Park Superintendent CITY DEPARTMENTS: Public Works MANAGER: Parks and Recreation Karen P. Brust SUBJECT: CONTRACT WITH WEST COAST ARBORISTS, INC., NEW PREVAILING WAGE REQUIREMENTS RECOMMENDATION: Authorize the City Manager, in coordination with the City Attorney, to approve a contract amendment accepting a new Price Schedule with West Coast Arborists, Inc. for the remainder of the current term, which expires on October 16, 2017. STRATEGIC PLAN: This item is applicable to the Strategic Plan elements of Transportation and Organizational Effectiveness and Efficiency and their associated goals. FISCAL CONSIDERATIONS: Funding for contractual tree maintenance service is included in the approved FY 2015-16 operating budget and is distributed across multiple accounting divisions. The total fiscal impacts associated with staff's recommendation for FY 2016-17 is $75,056 and has been included in the revised budget as detailed below. DIVISION DESCRIPTION ACCOUNT APPROVED FY 2015-16 BUDGET AMOUNT PROPOSED FY 2016-17 BUDGET AMOUNT DIFFERENCE Street Maintenance 101 71630 432.2 $183,172 $221,638 $38,466 Park Maintenance 101 80810 432.2 $73,800 $89,375 $15,575 Beach Maintenance 101 80820 432.2 $5,330 $9,380 $4,050 Community Center Maintenance 101 80850 432.2 $15,450 $15,836 $386 Villanitas 291 80880 432.2 $5,723 $5,896 $173 Cerro Street 292 80880 432.2 $6,234 $6,421 $187 2016-06-15 tte 081 CONTRACT AMENDMENT I of 32 DI /ISII COUNT # ° : APf'1 =0�i r PROPOSED DIFFERENCE DESCRIPTION3 yt w *F ( OatS 8 FY� 016 17 £ BUDGET B 1DGET .,.AMOUNT. ANIOt�NTµ _ Wiro Park 296 80880 432.2 $2,500 $2,575 $75 ELLD 295 72740 432.2 $58,170 $70,385 $12,215 ELLD — Zone H 297 72740 432.2 $39,464 $43,204 $3,740 TOTAL $396,179 $471,235 $75,056 BACKGROUND: On September 12, 2012, the City Council awarded a contract to West Coast Arborists, Inc. (WCA), for city-wide tree maintenance service (Attachment 1). The scope of work included providing all materials, equipment, tools, labor and incidentals as required by the contract, to perform annual grid trimming; service request trimming; root pruning; tree and stump removal services; emergency tree services; tree planting services and other related tree maintenance services for the Public Works and Parks and Recreation Departments. The contract also requires WCA to pay prevailing wages per the Department of Industrial Relations (DIR) rate schedule. On July 23, 2015, the City Manager approved a one-time option to extend the agreement for a two (2)-year period under the same terms and conditions as set forth in the original contract. That extension expires on October 16, 2017 (Attachment 2). On August 22, 2015, the DIR issued a new prevailing wage determination for the craft: "Tree Maintenance Laborer" that significantly impacts the contract with WCA (Attachment 3). ANALYSIS: Since 2012, WCA employees assigned to the City of Encinitas have been compensated in accordance with DIR prevailing wage determination for the craft: "Landscape Maintenance Laborer," which ranged from $9.00 - $10.00 per hour. The classification was used for all tree maintenance work. For many years, union organizations debated with the DIR and WCA that the tree maintenance work they performed for public agencies consisted of construction work and therefore, employees should be compensated at the prevailing wage rate for "Construction Laborer," which ranged from $40.00 - $50.00 per hour. On June 1, 2015, WCA agreed to enter into a Collective Bargaining Agreement (CBA) with the Laborers Union. Subsequently, on August 22, 2015, a new prevailing wage determination was issued by the DIR. The new rates stem from the CBA, and although not as high as the "Construction Laborer" classification, the wages are higher than the original "Landscape Maintenance Laborer" as accounted for in the current agreement. The classification of "Tree Maintenance Laborer" will now be applied to employees with WCA using the wage rates established by the DIR, which range from $18.00 - $23.00 per hour. As required by the DIR, this increase will take effect on July 1, 2016 (Attachment 3). City staff met with representatives from WCA on March 10, 2016 to discuss how these new rates will affect the current agreement with the City. WCA is requesting the City provide an increase in compensation beginning July 1, 2016 for the remaining term of the contract with the City to meet the new DIR wage requirements (Contract Amendment — Attachment 4). 201 6-06-1 5 Ite27 08D 2 of 32 Staff discussed the wage rate increases and impacts with several other municipal agencies in San Diego County. Thirteen (13) agencies in the County are all pursuing contractual price increases to meet the new (DIR) wage requirements. Nine (9) agencies have amended, or are amending their current contracts; three (3) have "piggybacked" on existing contracts where the increases are already adopted, and one (1) agency has issued a new request for bids, with the new rate increases included. Potential options to address the DIR's wage rate increases and the City's ability to maintain its urban forest program at an acceptable level include: Option 1: Increase the budget to continue the current level of service; Option 2: Reduce the current level of tree maintenance service and absorb the increases into the current budget; and Option 3: Terminate the current contract and issue a new request for bids, with the new wage rates included. Staff is recommending Option 1, that the budget is increased to continue the current level of tree maintenance service, and that the agreement with WCA be amended to reflect the new wage rates. Funding for this Option has already been identified and included in the FY 2016-17 budget revise. Staff will competitively solicit new bids from prospective tree maintenance service providers prior to the end of the current agreement with WCA so that a new agreement will be in place to continue services once the existing agreement expires. ENVIRONMENTAL CONSIDERATIONS: The action being considered by the City Council is exempt from the California Environmental Quality Act (CEQA) because it is not a "project" per Section 15378(b)(5) of the CEQA Guidelines. ATTACHMENTS: 1. Original Urban Forestry Maintenance Services Contract - October 16, 2012 2. Contract Extension - July 23, 2015 3. Tree Maintenance (Laborer) Wage Rate Notification from Department of Industrial Relations (DIR) - September 1, 2015 4. Contract Amendment — June 15, 2016 2016-06-15 , fte Zs 08D 3 of 32 ATTACHMENT 4 ADMENDMENT TO THE CONTRACT BETWEEN THE CITY OF ENCINITAS AND WEST COAST ARBORIST, INC. This amendment is made effective on the date executed by the City Manager for the City of Encinitas and West Coast Arborist, Inc. RECITALS This Amendment is made with respect to the following facts and purposes: A. The City of Encinitas and West Coast Arborist, Inc.; entered into a contract for a term that began on October 16, 2012 and that ended on October 16, 2015. B. On July 23, 2015 the City of Encinitas and West Coast Arborist, Inc.; entered into a contract extension, which expires on October 16, 2017. C. On June 15, 2016 the City Council approved a contract amendment due to the State authorized Prevailing Wage increases to certain labor categories which affected the existing Contract with West Coast Arborist, Inc. D. The parties now desire to amend the Contract as set forth in this Amendment to change the price schedule (attached) to address the Prevailing Wage increases. NOW, THEREFORE, in consideration of the mutual benefits to be derived thereupon, the parties agree to amend the Contract as follows: A. The Contract between the City of Encinitas and West Coast Arborist, Inc. is amended to accept the new price schedule beginning on July 1, 2016 for the remainder of the current contract, which expires on October 16, 2017. Except as otherwise provided above, all the provisions of the Contract between the City of Encinitas and West Coast Arborist, Inc.; shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused the Contract to be executed as follows: BY: Dated BY: Name: City Manager Title: City of Encinitas West Coast Arborist, Inc. Dated: Approved as to form: Office of the City Attorney: BY:: Dated: West Coast Arborist, Inc. June 9, 2016 RFP No. 2012-01 2016-06-f 5 Item 08D 31 of 32 -29- City of Encinitas West Coast Arborists, Inc. Price Schedule for Tree Maintenance Services FY2016-17 & 2017-18 Line Item Grid Tree Pruning Full prune 0-6 Full prune 7-12" Full prune 13-18" Full prune 19-24" Full prune 25-30" Full prune 31-36" Full prune over 36" Crown raise/Clearance prune 0-6" Crown raise/Clearance prune 7-12" Crown raise/Clearance prune 13-18" Crown raise/Clearance prune 19-24" Crown raise/Clearance prune 25-30" Crown raise/Clearance prune 31-36" Crown raise/Clearance prune over 36" Palm Trimming Prune Date Palm (Phoenix spp.) Clean Trunk for Date Palm (Phoenix spp.) Prune Fan Palm (Washingtonia spp.) Clean trunk for Fan Palm (Washingtonia spp) Prune all other Palm species Root Pruning and installation of 12" root barrier Root Pruning and installation of 18" root barrier Crew Rental - Goundperson Crew Rental - Equipment Operator Crew Rental - Trimmer Day Rate Service Crew: 8 hr day, 3 men & Equip 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 Specialty Equipment Day Rate Emergency Crew (During business hours) Emergency Crew (After hours, weekends, holidays) Certified Arborist Reports GPS Tree Inventory Unit Current Prices Each $ 44.55 Each $ 30.40 , Each �;�; $ 60.75 Each " $ 86.10 Each $ 116.50 Each $ 187.40 Each, $ 253.25 Each ` $ 253.25 Each Each Each Each Each Each Each 20.25 20.25 50.65 50.65 50.65 81.00 81.00 Each'. $ 121.55 Lineal Foot : $ 30.40 Each $ 48.60 r; Lineal Foot $ 10.10 { Each t; $ 44.55 Linear Foot Linear Foot Hourly Hourly Hourly Day 10.10 10.10 60.75 60.75 60.75 1,458.75 Per Inch $ 17.20 Per inch "a:'f $ 17.20 Per inch t $ 17.20 Per inch 17.20 Per inch ;. $ 17.20 Per inch $ 27.35 Per inch:; $ 27.35 Per inch i $ 7.10 Per Board Foot Each $ 121.55 Each at,` $ 202.60 Each ;n: $ 506.50 Each „i $ 1,013.00 Each $ 1,013.00 Per Hour $ 60.75 Per day $ 810.40 iC Per Hour $ 182.35 Per Hour '°i $ 212.75 Per Hour $ 101.30 Per tree site r $ 2.00 FY16-17 Prices 53.45 $ 36.45 $ 72.90 $ 103.30 $ 139.80 $ 224.85 $ 303.90 $ 303.90 $ 24.30 $ 24.30 $ 60.75 $ 60.75 $ 60.75 $ 97.20 $ 97.20 $ 145.85 $ 36.45 $ 58.30 $ 12.10 $ 53.45 $ 12.10 $ 12.10 $ 72.90 $ 72.90 $ 72.90 $ 1,750.50 $ 20.60 $ 20.60 $ 20.60 $ 20.60 $ 20.60 $ 32.80 $ 32.80 $ 8.50 $ 145.85 $ 243.10 $ 607.80 $ 1,215.60 $ 1,215.60 $ 72.90 $ 972.00 $ 218.70 $ 255.30 $ 121.50 $ 2.00 FY17-18 Prices 56.1 $ 38.25 $ 76.50 $ 108.45 $ 149.75 $ 236.00 $ 319.00 $ 319.00 $ 25.50 $ 25.50 $ 63.75 $ 63.75 $ 63.75 $ 102.00 $ 102.00 $ 153.00 $ 38.25 $ 61.00 $ 12.70 $ 56.00 $ 12.70 $ 12.70 $ 76.50 $ 76.50 $ 76.50 $ 1,838.00 $ 21.60 $ 21.60 $ 21.60 $ 21.60 $ 21.60 $ 34.40 $ 34.40 $ 8.90 $ 153.10 $ 255.25 $ 638.15 $ 1,276.35 $ 1,276.35 $ 76.50 $ 1,020.00 $ 229.50 $ 268.05 $ 127.50 $ 2.00 Proposed prices for FY 16-17 reflect a 20% and FY17-18 reflects a 5% increase to offset the State -mandated prevailing wage determination for current Tree Maintenance Laborer 2016-06-15 ite o 08D 32 of 32 GENERAL PREVAILING WAGE DETERMINATION MADE BY THE DIRECTOR OF INDUSTRIAL RELATIONS PURSUANT TO CALIFORNIA LABOR CODE PART 7, CHAPTER 1, ARTICLE 2, SECTIONS 1770, 1773 AND 1773.1 FOR COMMERCIAL BUILDING, HIGHWAY, HEAVY CONSTRUCTION AND DREDGING PROJECTS CRAFT: TREE MAINTENANCE' (LABORER) DETERMINATION: SC-102-X-20-2016-1 ISSUE DATE: August 22, 2016 EXPIRATION DATE OF DETERMINATION: June 30, 2017** The rate to be paid for work performed after this date has been determined. If work will extend past this date, the new rate must be paid and should be incorporated in contracts entered into now. Contact the Office of the Director — Research Unit for specific rates at (415) 703-4774. LOCALITY: All localities within Imperial, Inyo, Kern, Los Angeles, Mono, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo, Santa Barbara and Ventura Counties. Employer Payments Straight -Time Overtime Hourly Rate CLASSIFICATION' Basic Health Pension Vacation Training Other Hours Total Daily Sunday/ (Journeyperson) Hourly and and Hourly Holiday Rate Welfare Holiday Rate 1 1/2Xb 2X Senior Tree Trimmer $18.50 2.25 $1.00 $1.67 0.05 8 $23.47 $32.72 $41.97 Tree Trimmer $16.50 2.25 $1.00 $1.47 0.05 8 $21.27 $29.52 $37.77 Groundsperson $13.75 2.25 $1.00 $1.32 0.05 8 $18.37 $25.245 $32.12 a There shall be at least one Senior Tree Trimmer on crews of three or more. b Monday thru Saturday shall constitute a workweek. Rate applies to first 4 overtime hours Monday thru Saturday, and all time worked in excess of forty (40) hours per workweek. All other time is paid at the Sunday and Holiday double-time rate. This determination does not apply to the work of a landscape laborer employed on landscape construction (work incidental to construction or post - construction maintenance during the plant installation and establishment period) or to tree trimming work involving line clearance. RECOGNIZED HOLIDAYS: Holidays upon which the general prevailing hourly wage rate for Holiday work shall be paid, shall be all holidays in the collective bargaining agreement, applicable to the particular craft, classification, or type of worker employed on the project, which is on file with the Director of Industrial Relations. If the prevailing rate is not based on a collectively bargained rate, the holidays upon which the prevailing rate shall be paid shall be as provided in Section 6700 of the Government Code. You may obtain the holiday provisions for the current determinations on the Internet at http://www.dir.ca.gov/OPRL/PWD. Holiday provisions for current or superseded determinations may be obtained by contacting the Office of the Director — Research Unit at (415) 703-4774. TRAVEL AND/OR SUBSISTENCE PAYMENT: In accordance with Labor Code Sections 1773.1 and 1773.9, contractors shall make travel and/or subsistence payments to each worker to execute the work. You may obtain the travel and/or subsistence provisions for the current determinations on the Internet at http://www.dir.ca.gov/OPRL/PWD. Travel and/or Subsistence provisions for current or superseded determinations may be obtained by contacting the Office of the Director - Research Unit at (415) 703-4774. 18-B -31- AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND WEST COAST ARBORISTS, INC. THIS AGREEMENT is entered into on this 1st day of November, 2016, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and WEST COAST ARBORISTS, INC., a California corporation (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide Urban Forestry Maintenance Services to assist the City's Park Maintenance staff with reducing the tree trimming backlog. 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 to perform tree pruning and trimming services, and the CONTRACTOR agrees to perform the services set forth in this Agreement 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. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on November 1, 2016. The duration of this Agreement is for the period of November 1, 2016 through June 30, 2017. Completion dates or time durations for specific portions of the Project, hereafter defined, are set forth in Exhibit "B". -32- 3. SCOPE OF SERVICES. The CONTRACTOR will perform tree pruning and trimming services as set forth in the attached Exhibit "A", using a grid system as set forth in the attached Exhibit "B" (the "Project"). The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. 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. 5. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on monthly billings covering actual work performed as described in Exhibit "A". Billings shall include labor classifications, respective rates, hours worked, and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $90,000. 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", 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. 6. 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. Standard Agreement Revised July 2016 2 City of National City and West Coast Arborists, Inc. - 3 3 - 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. 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. Standard Agreement 3 City of National City and Revised July 2016 West Coast Arborists, Inc. -34- 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. 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. Standard Agreement 4 City of National City and Revised July 2016 West Coast Arborists, Inc. -35- 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 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, officials, agents, employees, and volunteers, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, 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, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. Standard Agreement 5 City of National City and Revised July 2016 West Coast Arborists, Inc. -36- 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, employees, and volunteers from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and 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. E 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, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. 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, officials, employees, and volunteers, so that any other policies held by the CITY shall Standard Agreement 6 City of National City and Revised July 2016 West Coast Arborists, Inc. -37- 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:VII 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 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 Standard Agreement 7 City of National City and Revised July 2016 West Coast Arborists, Inc. -38- 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. D. In the event of termination, all finished or unfinished 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: Standard Agreement 8 City of National City and Revised July 2016 West Coast Arborists, Inc. -39- To CITY: Miguel Diaz Park Superintendent Engineering and Public Works Department City of National City 1243 National City Boulevard National City, CA 91950-4397 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 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. Standard Agreement 9 City of National City and Revised July 2016 West Coast Arborists, Inc. -40- 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. 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 any exhibits or schedules or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions 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. Subcontractors or Subcontractors. The City is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any Standard Agreement 10 City of National City and Revised July 2016 West Coast Arborists, Inc. -41- [Signature Page to Follow] 11 portion of the work, unless such subcontracting was part of the original proposal or is allowed by the City in writing. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the City, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. M. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. Standard Agreement Revised July 2016 West Coast Arborists, Inc. City of National City and -42- CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: George H. Eiser, III Interim City Attorney Standard Agreement Revised July 2016 12 WEST COAST ARBORISTS, INC. (Corporation — signatures of two corporate officers required) By: (Name) (Print) (Title) By: (Name) (Print) (Title) City of National City and West Coast Arborists, Inc. -43- Exhibit A West Coast Arborists, Inc. Scope of Services The Scope of Services for this Agreement is to provide professional Urban Forestry Maintenance Services for tree pruning and trimming, using a grid system (attached to the Agreement as Exhibit B) priced at $53.45 per tree within the grid, and to maintain the City of National City's trees in a safe, attractive, and overall healthy condition. -44- USNAVYLAND STREET TREES TRIMMING SCHEDULE GRID -I GRID-2 GRID-3 GRID-4 GRID-5 GRID-6 GRID-7 GRID-8 GRID-9 FEBRUARY THRU APRIL 2015 MAY THRU JULY 2015 AUGUST TM OCTOBER 2015 NOVEMBER THRU JAM. 2015-16 FEBRUARY THRU APRIL 2016 MAY THRU JULY 2016 AUGUST THRU OCTOBER 2016 NOVEMBER THRU JAN 2016-17 FEBRUARY THRU APRIL 2017 GRID-10 MAY THRU JULY 2017 NATIONAL CITY TREE TRIMMING GRID SCHEDULE 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. WI —DOUGH POLICIES MAY INCLUDE ADDITIONAL SUBLIMIT/LIMITS NOs' LISTED BELOW. This is to Certify that I WEST COAST ARBORISTS, INC 2200 EAST VIA BURTON ANAHEIM CA 92806 NAME AND ADDRESS OF INSURED Liberty Mutu 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 EXP DATE r--, uovs ❑ EXTENDED 0 POLICY TERM POLICY NUMBER LIMIT OF LIABILITY WORKERS StatutOMPm SATION 7/1/2017 WA7-66D-039499-076 COVERAGE AFFORDED UNDER WC LAW OF THE FOLLOWING STATES: EMPLOYERS LIABILITY AllStates Except, Mr Bodily In' $1 Accident 000 , 000 Each Accident Bodily Injury By Disease $1,000,000 Pn(irvr.imi' Bodily Injury By Disease $1,000,000 Each Person GENERAL 0 III COMMERCIAL LIABILITY OCCURRENCE CLAIMS MADE 7/1/2017 TB2-661-039499-016 General Aggregate $2,000,000 Products !Completed Operations Aggregate $2,000,000 Each Occurrence $1,000,000 Personal & Advertising Injury $11000, 000 Per Person / Organization RETRO DATE Other Damage to premises rented to you $300.000 Other Medical Expense $5,000 V► mf I AUTOMOBILE LIABILITY OWNEDEach NON -OWNED HIRED 7/1/2017 AS7-661-039499-036 cci tCombineLimit $2000000 cD. hAccident—Single $2,000,000 B Person Each Accident or Occurrence Each Accident or Occurrence OTHER Umbrella Excess Liability 7/1/2016 - 7/1/2017 TH7-661-039499-046 $5,000,000 Per Occurrence/Aggregate ADDITIONAL COMMENTS The City of National City and I s officers, agents and employees areadditlonal insured with regards to general liability and automobile lability, as their interest may appear, where required by written contract. The Insurance afforded by the general liability policy for the benefit of the additional insured 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. the certificate cap on 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: Cittyy of National City 1243 National City Blvd. z National City CA 91950 L J ItawnoLl2ze„,<_.., Liberty Mutual Insurance Group Elaine Ulan Los Angeles / 0803 AUTHORIZED REPRESENTATIVE 818 W 7th Street, Suite 850 0564408 Los Angeles CA 90017 213-624-1171 6/16/2016 OFFICE 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 30425463 1 LM_2619 17/16-7/19 GL/2/1, AL/2, DC/1, U'5 Dohs $eitala 1 6/16/2016 9,16:16 AM (CDT) I Page 1 Of I 1.01 COI 266896 0211 -46- PUcYNt.ltoteVtT.O3949i COMVE,RMAL C;ENERALLIASILITY CG20100413 TH ENDORSEMENT CHANCES THE POLICY. PLEASE REAM rr CAR EF ULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION enmen: rnt,dfies. insurance provided ender the fiellosiv. COMM ERaAL NEPA Li P.,,B ILITY' CO Vi7;-.RAGE PART A. 5sctionIi - Who le An insurse h emended to include so en natant; hewed the pereonis) or orienitetionfo) shottn h the Schedule, WA only tviett respect to llobilry tor 'badly 'property damage or 'personal and edvarbsen iljurr caused, In tvhole or in pen, by, 1. Your &CU or ornission„s; or 2. The recto or omissions of tho cu on your bahal1. in the preforrnatict ot your onaohi operate= tor the Ocreionist inslretlis) tri the to rstion) destretod above, Ha wenn 1. The irises -ante afforded to such 40.1tioried hawed only ipplias to the Wad perriteed by tor. and Z If torten* provided to the adk7,4rtel rusted 'lectured by a contract Dr lig-cement. the tomato afforded to such addborsel insured eigi rot be broader train thet which you are requirrd by the contract or agreement L provide tot such addalorwri haunt E...Vn reepecsto the insurance afforded to these gOritionel wec. the following ockreol ticlusiont apply: Thm nturonve doe t a.n91) to "bodily blurt or property dmet oe,currng cite r 1. All work, kielueLno mettarads, Pot' or ecititmen1 ftrnished in connadoo with 1141th *ark, on the protect (offerer than oar**, Maintenance or nooks) to bee perherrned by or on behalf 0 the additional ktsuredts) at the loordion 0 the covered operations has bean completort or 2. Tiit pardon of 'yew wane out of sOlich the injury of *Mtge winos ha been pit to o iterviled taoe by amY potion or oregardastbn *that than another Contractor or subeohreetar ongeged in performing operadom or a prtalpaloo z pint ol the same project C. %Nth revect to the ieclerarece oneeded to tees.e Ariddian4 insureds. the tolfolverl it *odor! to $ectionillk.UrnIts Cr tirunirricel coverer provided to the it'd& nal hurt° A*id by k centred or agreement, the most we pay on behalf of the addebnat itsurett ts the landunt of insurance. 1. Required by Vie coraW or agreement or Avalabia under the applkoble Ltrits ot ineuranee shown 1-;t DeelierEtioru: whithweer loin& rrio endorsement Thal rro-t tricreett the applicable! Limits er hisunvict show. eelf Deciastmr. NamePtA..relitional besunsti Parsonts) Londe:nix Or Orcanluddrrts): Arty owhet, ir4'see. or Ctintra cur fix whom you haw tors ed Vtile prbr a less is provide %bay insurance Any location tract in such egrr.-erneed poquiree tocart:pieta tie Schedule, if not shown above, all be ahem k) the Doclartaticrm C Scr4as Offe, tot Pert 1 of t -47- POI .k."'Y t10r. I5. THIS ENDORSEMENT CMixNGES THE P01.Ply! NIVERCt9 i. tsl lVMAL Lil lUTY CG 04 13 l CMEFULLY. ADDITIONAL INSURED OWNERS, LESSEES OR CONTRACTOR - C€ E PLETED OPERATIONS Trig tr+t§orsm lent inodiima insurance provided uridorthe failowirtg COMMERCIAL GENERAL UASfUrf COVERAGE PART PRC DIJCTS1E0MPLET i • ' IITiOUS Wiell17YCVERAGE PAPS & Section $ ++ Who, le An Invalid is amended to include as an additional insured the peraoit(s) or cr9en*.arran(s) ahcbn in the Schedule, ble only with respell to lizbley for boy k uu.'y or 'property damage* causad. In single or in part by 'your wont' at the location designated and desert:toe in the Schedule of this ersdor>s►.more, performed for th. r nddbcnel inYxtd and irse;ludad i 'pre illetc- r-,plebe cporati+rts hazard'. howerc', S. The l Tu a:iterdec, to au:.h tddi onsl insured aniy Appikt to t;+;: cxtenl .pernrti d by in", and tf roverrge prow. ell to the addiborul ktr.ureti rcgtjt^r d by b cordrtsct Di ag'tome:tt the inavrance afford d to Midi addtionrzl insursd «tfnot be brooder thin tort which you ere ruqu*d by the contract at agreemom to prosier tor such Pedtiortol hand. Nomrtscow Insured Po/v*104 Or Or ent uDort(sit A!! poem is or onfrrizstyone nth wltont you hate entered into a inrtten contract of apeifn nt, actor to en occurrence or offense to pratfide tddbonal hared • etinus- inrormotion squired to complete this Schcdida, t7 net uhovin row,ove. v►'iii bz shwa to LAE Dectrreton:, C, Mt rtrspcct to the mance atbtdoe to these addrioriui insureds, the foliowing is added tt Suction nil —Limits 01 insurance; t' Covorops provided to the adciEonoI insrried ix rontured by a contract or ogreerrtant. ttrt rrtoPI no prty on behalf of the additional ln.uted IL the emount of iL:tronce; 1. Required oy the catnap!. tig-tem-ortt• or Atedeb1s undor th4 applicable t.irnts of hourtrist shown in the De clarritortN whittle rot b loss, This endorsement *NO het hctc:se the eppiCsehte t,STrks of Irtsuronce etown k1 the Dcc,.taa.*aticng.. In ursasca S Locbtion And Dimscription Of Corriplatot Optretiorm f,u $ecstior a as rsqurtd by r nrtaart ccrdr as or apreerne tt entered Intri prior to an CroiXre ncc of offense. (?Two, lest.,. 202 Past 't of 1 -48- PCILJCY Ni rlritl3� R:AST- S$t-'J�ime-we COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This ent:orsam©nt ram:f ie.s Insurance provided under the following: AUTO DEALERS' COVERAGE FORM BUSINESS AUTO C:.OVCRAGC- FORM MOTOR CARRIER COVF_RAGE FORM Wiwi respect to coverage presidedby this endorsement, the provlsions of the Coverage Form apply unless modified by lite ondore ;rnent. This andrcument Identifies persons) or organization(s) who are Insureds' for Covered Autos Liebi ity Covor ,ge under the Wno Is An Insured- provision of the Coverage Form. This endorsement does not niter coverage omitted In he.Coverage Form. SCHEDULE Nome 0t Purr C$ r Oar anlze lon(r): Any orpsolyd gon wthorri you hard agreed h welting to ettd 94 tin Lehi vru l insured. but only do 1,:;overdue Lir,C mini:-nusr limit.: of Insuranne reDu red by the welter agreement. and in no Want to Mulad either sccpa of n,P4 .rtig c.r:'a lirnt!s of insurance rreVitiglti In his fxr'.,cy. Intor;netl:m required to r ampto:4 i tie S4heduie, i°' not ettewn ette , .iii ht !Fi'trovn In the Oer.' .Mitten: , Each person or organization shr,rwn In the Schedule is en "Insured' for Covered Autos Llai>IayCoverage. but only to the extent that' person or organization rua;;'Ifias is ate "Insured" under the Who le An Insured provision contained In Peregte h A.1. *pt Section 1l • Covered Autos Liability Coverage In the Business Auto aadd Motor Center Coverage Forms end Paragraph aph 0.2. of Se- Ion I - Covered Autos Coverages of the Auto Dealers Coverage. Fern. CA 20 48 10 13 to insurance Services Office, Ira, 2011 Page 1 of 1 -49- C GEN,E:F4At. LlaStLYFY cG 20 01 0413 Expc:-RSEMt CKr,NaE,S, THE POLICY.. PLEASE READ IT - PRIMARY AND NONCONTRIBUTORY OTHER INSURANCE CONDITION Th'rt. tnd rt-rritnt trweits i-mumricc p/caidocl nrtb furlowirsig C0194tERCIAL (E:4 ERAL LtACILITYCOVE,MGE PART FRODUCTS/MtApa-TEL)oPERATIONS LIABILITY COVEFtAGE PART folhovilg is lidded to the Other Inturence Cortdtion and suPersedes any proViion to the, cc ta-vy. Prim Anti Noncontributory inauninct This irtc.rance is primary to and wit not 'mak corr.:16.12on from any other MUMMA) &nibble to an addtiorial frizurod under role Polk!' prorced that (1) Tho /*Mona: kisured is i Named Insured undtr such Who: instrancec, and CI) You trans rimed h writing in A contract o ;roomed the this hatiranct would be primary end stolid not erotic. contribution from any othat hsurance enact* to tne addon& insured. inlui-nma Svrv4:ez Inc., 1 -50- WAIVER ii,1= OUR RIGHT TO RECOVER P O CALWF RNiA OT NDORSiMENT • We here the right to recover our paymens from anyone liable for en Injury covered by this poll y. We will not enforcb our right against the parson or organization named in the Schedule. (This egreernent epp'ios only to the extent that y a perform work under e % ltbi contact that require you to obtain this arreem nt from us.) You must maintain payroll records uccureiely regr gcting the remuneration of your employees while engaged in the cork described in the Schedule. The additional premium for this endorsement shall be 2% of the Ca:ibmia wo.i:ers' compensation premium otherwise due on such remunert ton. Schedule Additional premium Is a percent of the California Manuel Loots Compensation premium, Subje';; to a minimum premium charge of no, Person or Organization Where required by contract or Witten agreement prior to loos and ialloWed by law lcsued'by Liberty in uranre Corporation 21t314 For ettachri ont to Policy No. WA7-D6t-O3940947e Effective Date Premium $ inuad to Wee Coast Arborists, Inc. WC 04 03 06 Ed: 04/1664 Faye , of 1 -51- RESOLUTION NO. 2016 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY WAIVING THE FORMAL BID PROCESS CONSISTENT WITH NATIONAL CITY MUNICIPAL CODE SECTION 2.60.260 REGARDING COOPERATIVE PURCHASING AND AUTHORIZING THE CITY TO PIGGYBACK THE CITY OF ENCINITAS RFP CONTRACT NO. 2012-01 FOR URBAN FORESTRY MAINTENANCE SERVICES, AND AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH WEST COAST ARBORISTS, INC., FOR TREE TRIMMING SERVICES IN AN AMOUNT NOT TO EXCEED $90,000 WHEREAS, in 2015, the City contracted with West Coast Arborist, Inc., ("WCA") a highly qualified and reputable firm in the field of urban forestry, to assist with a backlog in work order requests for tree trimming services; and WHEREAS, because WCA did an outstanding job in assisting the City's Park Maintenance staff with reducing the tree trimming work order backlog, the City desires to enter into a new agreement with WCA to continue making progress on the tree trimming backlog; WHEREAS, because WCA did an outstanding job in assisting the City's Park Maintenance staff with reducing the tree trimming work order backlog, the City desires to enter into a new agreement with WCA in an amount not to exceed $90,000 to continue making progress on the tree trimming backlog; and WHEREAS, on October 16, 2012, the City of Encinitas entered into a three year agreement with WCA for Urban Forest Maintenance Services, which was subsequently extended through October 16, 2017, and amended to adopt newly implemented Department of Industrial Relations prevailing wage requirements; and WHEREAS, Section 2.60.260 of the National City Municipal Code provides that the City may buy directly from a vendor at a price established through competitive bidding by another public agency whose procedures have been determined to be in substantial compliance with the City's procurement procedures, and such a determination has been made in this case. It is therefore recommended that the purchase be made without complying with the competitive bidding procedure set forth in the Municipal Code. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby affirms the purchasing agent's determination that the City of Encinitas's procurement procedures are in substantial compliance with the City's, and pursuant to Section 2.60.260 of the Municipal Code authorizes the waiver of the bidding process. BE IT FURTHER RESOLVED that the City Council hereby authorizes the Mayor to execute an Agreement with West Coast Arborist, Inc., for tree trimming services through June 30, 2017, in an amount not to exceed $90,000 by utilizing City of Encinitas RFP Contract No. 2012-01 for Urban Forestry Maintenance Services, [Signature Page to Follow] Resolution No. 2016 — Page Two PASSED and ADOPTED this 1st day of November, 2016. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, Ill Interim City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk November 7, 2016 Mr. Michael Palat West Coast Arborists, Inc. 8524 Commerce Avenue, Suite B San Diego, CA 92121 Dear Mr. Palat, On November 1st, 2016, Resolution No. 2016-171 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with West Coast Arborists, Inc. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures