CITY OF CHULA VISTA
COOPERATIVE PURCHASING AGREEMENT
WITH WEST COAST ARBORIST, INC.
TO PROVIDE TREE MAINTENANCE SERVICES
This Cooperative PurchasingAgreement (“Agreement”) is made and enteredinto between the City of Chula Vista (“ City”) and West Coast Arborist, Inc. (“ Contractor”) ( collectively, the Parties” and, individually, a “Party”) with referenceto the following facts:
RECITALS
WHEREAS, Contractor was selected by City of La Verne to perform Tree Care and Maintenance Services pursuant to City of La Verne Professional Services Agreement with West Coast Arborists, Inc., which is attached hereto as Exhibit A and incorporated herein by this reference (“ Original Contract”);
WHEREAS, section 2.56.140 of the Chula Vista Municipal Code authorizes the City to contract for goods or services through a cooperative purchasing arrangementprovided the goods or services were purchased through a competitive process that the Purchasing Agent determines to be consistentwith good purchasing practices;
WHEREAS, City hasa needfor complete tree maintenanceservice of Chula Vista’s urban forest trees;
WHEREAS, City desires to enter into an agreement with Contractor through a cooperative purchasing arrangement on the terms and conditions set forth in Original Contract and this Agreement;
WHEREAS, Contractor warrants and represents that it is experienced and staffed in a manner such that it can deliver the servicesrequired of Contractor to City in accordancewith the time frames and the terms and conditions of this Agreement.
OBLIGATORY PROVISIONS
NOW, THEREFORE, for and in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Contractor hereby agree as follows:
1. Required Services
Contractor agreesto perform all services, and deliver to City all deliverables (if any), asdescribed in Exhibit A ( Original Contract) and further described below:
The Contractor will perform and complete tree pruning, tree/stump/ removal services, tree care, and tree maintenance, and all other Required Services at locations and times as directed by the City.
The services and/or deliverables described in Original Contract and above shall be referred to herein as the “Required Services.” Contractor agreesto perform the Required Services in strict accordance with Exhibit A ( Original Contract) and Exhibit B, which is attached hereto and incorporated herein by reference.
2. Term of the Agreement
The effective date of this Agreement is 7/15/ 2026 (“ Effective Date”) and it terminates 6/30/ 2030 unless terminated as provided herein. The parties have the option to extend the terms of this agreement as follows:
July 1, 2030 to June 30, 2031 ( one-year term)
July 1, 2031 to June 30, 2032 ( one-year term)
July 1, 2032 to June 30, 2033 ( one-year term)
The Original Contract between the City of La Verne and West Coast Arborist, Inc., is scheduled to expire on June30, 2030 with three additional one-year options to extend. If the extensionsare executed the City will have the option to extend the contract to June 30, 2033.
3. PaymentTerms
For performance of the Required Services by Contractor, City shall pay Contractor as provided in Exhibit C, which is attachedhereto and are incorporated herein by reference. The reimbursement for productive hours spent or expenses incurred in the performance of this Agreement shall be madeonly upon acceptanceby City of Contractor’s invoice and supporting documentation.
4. Insurance
Contractor must procure and maintain insurance in strict accordance with the Insurance Requirements identified in Exhibit D, which is attached hereto and are incorporated herein by reference.
5. Indemnity
Contractor must indemnify, defend, and hold harmless the Indemnified Parties, as provided in Exhibit E, which is attached hereto and are incorporated herein by reference.
6. Authorized Representatives and Notices
The City hereby designatesasits Authorized Representatives:
StevePadilla, Public Works Manager
Department of Public Works
1800 Maxwell Road
Chula Vista, CA 91911
Kalani Camacho, Superintendent
Department of Public Works
1800 Maxwell Road
Chula Vista, CA 91911
All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demandsand requeststo be sent to any Party shall be deemedto have been properly given or serviced if personally served or deposited in the United States mail, addressedto such Party, postageprepaid, register or certified, with return receipt requested, at the addresse[s] identified in this Agreement.
Notices, demands or requests sent to City shall be submitted to:
Kalani Camacho, Superintendent
Department of Public Works
1800 Maxwell Road
Chula Vista, CA 91911
Termination for Cause
violate any of the other covenants, agreements or conditions of this Agreement ( each a “Default”), notifies City of its intent to cure such Default prior to City’ s specified termination other materials or properties producedin whole or in part under this Agreement (“Work Product”) s
amount that would have been payable under this Agreement for such work, and any such compensationshall be reducedby any costsincurred or projected to be incurred by City asa result of the Default.
7.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time andfor any reason, with or without cause, by giving specific written notice to Contractor of such termination or suspension at least fifteen ( 15) days prior to the effective date thereof. Upon receipt of such notice, Contractor shall immediately cease all work under the Agreement and promptly deliver all Work Product to City.
Such Work Product shall be City' s sole and exclusive property. Contractor shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/ suspension notice plus any additional remaining Required Services requested or approved by City in advancethat would maximize City’s value under the Agreement.
7.3 Waiver of Claims. In the eventCity terminatesthe Agreement in accordancewith the terms of this section, Contractor hereby expressly waives all claims for damages or compensation as a result of such termination except asexpressly provided in this Section 7.
7.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and actedupon by City in accordancewith the proceduresset forth in Chapter
1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Contractor shall meet and confer in good faith with City for the purposeof resolving any dispute over the terms of this Agreement.
8. Conflicts or Discrepancies
In the event of any inconsistencies, conflicts, or discrepancies between any of the provisions and/or attachmentsof the Original Contract and this Agreement, the inconsistency shall be resolved by giving precedence in the following order:
1) This Agreement
2) Original Contract
9. General Provisions
9.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties.
9.2 Assignment. City would not have enteredinto this Agreement but for Contractor’s unique qualifications and traits. Contractor shall not assign any of its rights or responsibilities under this Agreement, nor any part hereof, without City’s prior, written consent, which City may grant, condition, or deny in its sole discretion.
9.3 Authority. The person( s) executing this Agreement for Contractor warrants and represents that they have the authority to executesameon behalf of Contractor and to bind Contractor to its obligations hereunder without any further action or direction from Contractor or any board, principle or officer thereof.
9.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart.
9.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are suspended.
9.6 Record Retention. During the course of this Agreement and for three (3) years following completion of the Services, Contractor agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, andsupporting materials relating to the performance of this Agreement, including accounting for costs and expenses charged to City, including such records in possessionof sub-contractors.
9.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties.
9.8 Independent Contractor. Contractor is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agents or volunteers shall have control over the conduct of Contractor or any of Contractor’s officers, employees, or agents Contractor Related Individuals”), except as set forth in this Agreement. No Contractor Related Individuals shall be deemedemployeesof City, and none of them shall be entitled to any benefits to which City employees are entitled, including but not limited to, overtime, retirement benefits, worker’s compensation benefits, injury leave or other leave benefits. Furthermore, City will not withhold state or federal income tax, social security tax or any other payroll tax with respect to any Contractor RelatedIndividuals; instead, Contractor shall be solely responsiblefor the payment of same and shall hold City harmless with respect to same. Contractor shall not at any time or in any manner representthat it or any of its Contractor Related Individuals are employeesor agents of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoeveragainstCity, or bind City in any manner.
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Contractor agree that they have read and understood all terms and conditions of this Agreement, that they fully agree and consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date.
SIGNATURE PAGE TO FOLLOW
CITY OF CHULA VISTA
Tiffany Allen, City Manager
WEST COAST ARBORIST
PatrickMahoney, President, WestCoast
Arborists, Inc.
APPROVED AS TO FORM
Marco A. Verdugo, City Attorney
EXHIBITS
A – Original Contract
B – Required ServicesProvisions
C – Payment Terms
D – InsuranceRequirements
E – Indemnity Requirements
F – Contractor Conflict of Interest
Designation G – DIR/ Prevailing Wages
EXHIBIT A
ORIGINAL CONTRACT
See Attached)
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CITY OF LA VERNE
PROFESSIONAL SERVICES AGREEMENT
WITH
WEST COAST ARBORISTS, INC.
THIS PROFESSIONAL SERVICES AGREEMENT (“ Agreement”) is made and entered into this 1st day of July 2025 (“Effective Date”), by and between the CITY OF LA VERNE, a municipal corporation (“ City”), and WEST COAST ARBORISTS, INC., a California corporation with its principal place of business at 2200 E. Via Burton Street, Anaheim, CA 92806 (“Vendor”).
RECITALS
A. City proposes to utilize the services of Vendor as an independent contractor to provide arboricultural evaluations, comprehensive tree maintenance and arborist services for properties it owns or maintains, including roadway medians, parkways, parks, recreational facilities, and landscapes adjacent to City facilities, as more fully described herein; and
B. Vendor represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. City and Vendor desire to contract for the specific services described in this Agreement and its Exhibits “ A” and “B”, and desire to set forth their rights, duties, and liabilities in connection with the services to be performed; and D. No official or employee of City has a financial interest, within the provisions of sections 1090- 1092 of the California Government Code, in the subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY VENDOR
1.1. Scope of Services. Vendor shall provide comprehensive tree maintenance and arborist services for properties it owns or maintains, including roadway medians, parkways, parks, recreational facilities, and landscapes adjacent to City facilities according to the professional services described herein and in City’s Request for Proposals attached hereto as Exhibit “ A,” and Vendor’s Proposal attached hereto as Exhibit “B,” incorporated herein as though fully stated. Additional details include:
A. Pruning Standards and Specifications. All work shall conform to the most current versions of ANSI A300 ( Part 1) - 2008 Pruning Standards and ISA Best Management Practices ( Revised 2008).
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B. Wildlife Protection. Prior to commencing any work, Vendor shall visually inspect trees for active bird nests or wildlife presence. No work shall proceed in a tree with an active nest without express permission from City. Vendor shall notify animal control or a licensed wildlife agency if displaced wildlife is discovered.
C. Working hours. Work shall be performed Monday through Friday between 7:00 a.m. and 5:00 p.m. No work shall be scheduled for weekends or holidays without prior written City approval. Motorized equipment shall not operate before 7:30 a.m. or after 5:00 p.m.
D. Supervision. Vendor shall provide a qualified English- speaking on-site supervisor at all times. Minimum crew: 1 senior tree trimmer, 1 tree trimmer, 1 grounds person.
E. Traffic Control. All traffic control shall conform to the California Manual on Uniform Traffic Control Devices. Vendor shall submit a traffic control plan ten ( 10) days before starting any work requiring lane closures or significant traffic impact.
F. Green Waste. All green waste generated must be recycled. Vendor shall provide weight slips and a recycling report with each invoice.
G. Tree Inventory: Vendor shall operate a cloud- based, GPS- enabled tree inventory system with access granted to City. The system shall log all pruning, removals, planting, and updates to tree data.
H. Extra Work. All extra work requires prior written City approval and must be submitted with an estimate. No extra work shall commence without a signed change order.
I. Scheduling. Vendor shall submit annual, monthly, and daily work schedules. Any deviations must be approved by City at least 24 hours in advance.
J. Weather Conditions. Vendor shall notify City immediately if inclement weather prevents work. City will determine the degree of weather impact and whether rescheduling is needed.
K. Public Notice. Vendor shall post 72- hour signage at tree sites indicating the work type and any parking impacts. Signs must be securely attached without damaging trees.
L. Tool Sanitization. All tools used on diseased or potentially diseased trees shall be sanitized between cuts using a 25% bleach solution or 100% Lysol. Bleach solutions must be fresh daily and disposed of properly — not in soil or storm drains.
M. Excavation. Vendor shall notify Underground Service Alert ( USA) 72 Docusign Envelope ID: 02AC0511- A8F7- 4892- B7AA- F91429486664 Exhibit A
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hours in advance of any excavation work. Stump grinding shall go at least 18 inches below grade and 1.5 feet beyond the stump radius.
N. Tree Planting & Maintenance. Tree planting pits shall be 1.5x the root ball width and the same depth. Root barriers shall be included when required.
Trees shall be watered immediately and maintained for 90 days. All trees must be GPS tagged and entered into the City inventory.
1.2. Professional Practices. All professional services to be provided by Vendor pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices.
A. Vendor shall comply with all federal, state, and local laws, ordinances, codes, regulations, and requirements applicable to this Agreement.
Vendor also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Vendor’s performance of this Agreement.
B. Vendor shall obtain and maintain during the agreement term all necessary licenses, permits, and certificates required by law for the provision of services under this Agreement, including a business license.
Vendor shall maintain valid California C-27, C-49, and C-61/D49 contractor licenses, in good standing for at least the previous seven ( 7) years.
C. Vendor shall maintain a local or regional office within a 30- mile distance of the City ( City Hall address) to ensure responsiveness, especially for emergencies.
D. Vendor’s personnel performing duties pursuant to this Agreement, including employees, agents, subcontractors, and subconsultants, shall wear identifiable uniforms with the contractor’s name/ logo, including high- visibility safety apparel per ANSI/ ISEA 107 standards for all roadway and right- of-way work.
1.3. Performance to Satisfaction of City. Vendor agrees to perform all the work to the complete satisfaction of the City. Evaluations of the work will be done by the City Manager, or designee. If the quality of work is not satisfactory, City in its discretion has the right to:
A. Meet with Vendor to review the quality of the work and resolve the matters of concern;
B. Require Vendor to repeat the work at no additional fee until it is satisfactory; and/or
Docusign Envelope ID: 02AC0511- A8F7- 4892- B7AA- F91429486664 Exhibit A
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C. Terminate the Agreement as hereinafter set forth.
D. Withhold payment for work not performed to City standards. Vendor shall correct deficiencies within five ( 5) business days of notice.
Payment will be retained until deficiencies are resolved to City’s satisfaction.
1.4. Warranty. Vendor warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Vendor shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above- mentioned laws, which may be incurred by reason of Vendor’s performance under this Agreement.
All work is subject to prevailing wages, as determined by the Director of Industrial Relations of the State of California. It is understood that it is the responsibility of the Contractor to determine the correct scale. The State Prevailing Wage Rates may be obtained from the California Department of Industrial Relations (" DIR") pursuant to California Public Utilities Code, Sections 465, 466, and 467 by calling 415- 703- 4774.
Appropriate records demonstrating compliance with such a requirement shall be alwa ys maintained in a safe and secure location, and readily available at City' s request.
Contractor shall indemnify, defend, and hold City and its elected and appointed boards, members, officials, officers, agents, representatives, employees, and volunteers harmless from and against any liability, loss, damage, cost or expenses ( including but not limited to reasonable attorneys' fees, expert witness fees, court costs, and costs incurred related to any inquiries or proceedings) arising from or related to ( i) the noncompliance by Contractor or any party performing the Services of any applicable local, state, and/ or federal law, including, without limitation, any applicable federal and/ or state labor laws including, without limitation, the requirement to pay state prevailing wages and hire apprentices); ( ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/ or (iii) failure by Contractor or any party performing the Services to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the Parties that, in connection with performance of the Services, including, without limitation, any and all public works as defined by applicable law), Contractor shall bear all risks of payment or non- payment of prevailing wages under California law and/ or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/ or any other similar law. The Contractor acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Contractor shall require the same of all subcontractors.
1.5. Non- Discrimination. In performing this Agreement, Vendor shall not engage Docusign Envelope ID: 02AC0511- A8F7- 4892- B7AA- F91429486664 Exhibit A
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in, nor permit its agents to engage in, discrimination in employment of persons because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military or veteran status, except as permitted pursuant to section 12940 of the Government Code.
1.6. Non- Exclusive Agreement. Vendor acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Vendor may engage a subcontractor( s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Vendor’s sole cost and expense.
1.8. Confidentiality. Employees of Vendor in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Vendor covenants that all data, documents, discussion, or other information developed or received by Vendor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Vendor without written authorization by City. City shall grant such authorization if disclosure is required by law.
All City data shall be returned to City upon the termination of this Agreement. Vendor’s covenant under this Section shall survive the termination of this Agreement.
2.0. COMPENSATION AND BILLING
2.1. Compensation. For services rendered pursuant to this Agreement, Vendor will be paid in accordance with the Compensation Schedule, attached hereto as Exhibit C”, provided, however, that in no event will the total amount of money paid the Vendor for services initially contemplated by this Agreement exceed the sum of FOUR HUNDRED FIFTY THOUSAND DOLLARS ($ 450, 000. 00) per year (“ Agreement Sum”), unless otherwise first approved in writing by Agency. Should this Agreement be renewed, the Vendor’s fee may be adjusted upon the written agreement of the parties.
Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor.
Agency may request, in writing, changes in the Scope of Services. Any changes in the Scope of Services mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.
2.2. Amended or Additional Services. Vendor shall not receive compensation for any services provided outside the scope of services specified in the Vendor’s Proposal unless the City Manager, or designee, prior to Vendor performing the additional services, Docusign Envelope ID: 02AC0511- A8F7- 4892- B7AA- F91429486664 Exhibit A
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approves such additional services or expenditures in writing. It is specifically understood that oral requests and/ or approvals of such additional services or additional compensation shall be barred and are void and unenforceable. City may request, in writing, changes in the Scope of Services. Any changes mutually agreed upon by the parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.
2.3. Method of Billing. Vendor may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Vendor’s services which have been completed to City’s sole satisfaction.
City shall pay Vendor’s invoice within forty- five ( 45) days from the date City receives said invoice. Each invoice shall describe in detail the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Vendor’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/ or audit at mutually convenient times from the Effective Date until three ( 3) years after termination of this Agreement.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. Unless otherwise agreed to in writing by the parties, the professional services to be performed pursuant to this Agreement shall commence within five ( 5) business days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/ or diligently pursue work to completion may be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties.
Such acts shall include, but not be limited to, acts of God, fire, strikes, pandemics excluding COVID- 19), material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party ( each, a “Force Majeure Event”). If a party experiences a Force Majeure Event, the party shall, within five 5) days of the occurrence of the Force Majeure Event, give written notice to the other party stating the nature of the Force Majeure Event, its anticipated duration and any action being taken to avoid or minimize its effect. Any suspension of performance shall be of no greater scope and of no longer duration than is reasonably required and the party experiencing the Force Majeure Event shall use best efforts without being obligated to incur any material expenditure to remedy its inability to perform; provided, however, if the suspension of performance continues for sixty ( 60) days after the date of the occurrence and such failure to perform would constitute a material breach of this Agreement in the absence of such Force Majeure Event, the parties shall meet and discuss in good faith any amendments to this Agreement to permit the other party to exercise its rights under Docusign Envelope ID: 02AC0511- A8F7- 4892- B7AA- F91429486664 Exhibit A
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this Agreement. If the parties are not able to agree on such amendments within thirty ( 30) days and if suspension of performance continues, such other party may terminate this Agreement immediately by written notice to the party experiencing the Force Majeure Event, in which case neither party shall have any liability to the other except for those rights and liabilities that accrued prior to the date of termination.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of five ( 5) years, ending on June 30, 2030, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. This Agreement may be extended by three ( 3) additional one- ( 1-) year periods upon mutual written agreement of both parties.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Vendor. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Vendor shall immediately stop rendering services under this Agreement unless directed otherwise by the City.
4.3. Compensation. In the event of termination, City shall pay Vendor for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City’s written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Vendor.
4.4. Documents. In the event of termination of this Agreement, all documents prepared by Vendor in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Vendor, at no cost to City. Any use of uncompleted documents without specific written authorization from Vendor shall be at City’s sole risk and without liability or legal expense to Vendor.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Vendor shall, at its own expense, obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned Docusign Envelope ID: 02AC0511- A8F7- 4892- B7AA- F91429486664 Exhibit A
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policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, and approved by City:
A. Commercial General Liability. Commercial general liability, including premises- operations, products/ completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy coverage at least as broad as Insurance Services Office form CG 00 01 in an amount not less than Two Million Dollars ($ 2,000, 000) per occurrence, Four Million Dollars ($ 4,000, 000) general aggregate. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “ insured contract” language will not be accepted.
B. Business Automobile Liability. Vendor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Vendor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $ 2,000, 000 combined single limit for each accident.
C. Workers’ Compensation Insurance. Vendor shall maintain Workers’ Compensation Insurance ( Statutory Limits) and Employer’s Liability Insurance ( with limits of at least $ 1,000, 000). Vendor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers arising from work performed by Vendor for the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies.
D. Professional Liability ( Errors and Omissions, or “E&O”) Insurance. Vendor shall maintain professional liability insurance that covers the services to be performed in connection with this Agreement, in the minimum amount of 1,000, 000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Vendor agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. Vendor shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.
5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions:
A. Additional insureds: “ The City of La Verne and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Vendor pursuant to its contract with the City; products and completed operations of the Vendor; premises owned, occupied or used by Docusign Envelope ID: 02AC0511- A8F7- 4892- B7AA- F91429486664 Exhibit A
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the Vendor; automobiles owned, leased, hired, or borrowed by the Vendor.” B. Notice: “ Said policy shall not terminate, be suspended, or voided, nor shall it be cancelled, nor the coverage or limits reduced, until thirty ( 30) days after written notice is given to City.”
C. Other insurance: “ The Vendor’s insurance coverage shall be primary insurance as respects the City of La Verne, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of La Verne shall be excess and not contributing with the insurance provided by this policy.”
D. Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of La Verne, its officers, officials, agents, employees, and volunteers.
E. The Vendor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. The policy( ies) shall not contain any cross- liability exclusions.
5.3. Subcontractor Indemnity. Vendor agrees to ensure that its subconsultants, sub- contractors, and any other party involved with the project who is brought onto or involved in the project by Vendor, provide the same minimum insurance coverage and endorsements required of Vendor. Vendor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Vendor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. Failure to do so shall result in full responsibility for any liabilities arising from subcontractor performance.
5.4. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self- insured retention to provide such coverage, the amount of such deductible or self- insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self- insured retention. City reserves the right to require that self- insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.
5.5. Certificates of Insurance. Vendor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. Current certification of insurance shall be kept on file with City at all times during the term of this contract and any additional length of time following the end of the contract period as required by the contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
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5.6. Primary/ noncontributing. Coverage provided by Vendor shall be primary and any insurance or self- insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect it as a named insured.
5.7. Non- Limiting. Nothing in this Section shall be construed as limiting in any way the indemnification provision contained in this Agreement, or the extent to which Vendor may be held responsible for payments of damages to persons or property.
Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the vendor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
5.8. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Vendor or others providing evidence of insurance in compliance with these specifications to waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultants.
5.9. City’s Rights of Enforcement. In the event any policy of insurance required under this agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Vendor or City will withhold amounts sufficient to pay premium from Vendor payments. In the alternative, City may cancel this agreement.
5.10. Enforcement of contract provisions ( non estoppel). Vendor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Vendor of non- compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder
5.11. Notice of Cancellation. Vendor agrees to oblige its insurance agent or broker and insurers to provide to City with a 30 -day notice of cancellation ( except for nonpayment for which a 10- day notice is required) or nonrenewal of coverage for each required coverage. If any of the Vendor’s insurers are unwilling to provide such notice, then Vendor shall have the responsibility of notifying the City immediately in the event of Vendor’s failure to renew any of the required insurance coverages, or insurer’s cancellation or non- renewal.
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5.12. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.
5.13. Timely notice of claims. Vendor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Vendor’s performance under this agreement, and that involve or may involve coverage under any of the required liability policies.
5.14. City’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Vendor 90 days’ advance written notice of such change. If such change results in substantial additional cost to the Vendor, the City and Vendor may renegotiate Vendor’s compensation.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.
6.2. Representatives. The City Manager, or designee, shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Vendor shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Vendor called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Project Managers. City shall designate a Project Manager to work directly with Vendor in the performance of this Agreement.
Vendor shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Vendor or its Project Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: ( a) at the time of delivery if such communication is sent by personal delivery, and ( b) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
Docusign Envelope ID: 02AC0511- A8F7- 4892- B7AA- F91429486664 Exhibit A
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IF TO VENDOR: IF TO CITY:
West Coast Arborists, Inc.
2200 E. Via Burton Street
Anaheim, CA 92806
City of La Verne
3660 D Street
La Verne, CA 91750
Tel: ( 714) 412- 4225
Attn: Victor Ramos, Vice President,
Business Development
Tel: ( 909) 596- 8741
Attn: Danny Wu, Public Works Director;
Colin Purdy, Maintenance Manager
Courtesy copy to:
City of La Verne 3660 D Street
La Verne, CA 91750
Attn: Finance Dept. - Purchasing
6.5. Attorneys’ Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los Angeles County, California.
6.7. Assignment. Vendor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Vendor’s interest in this Agreement without City’s prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City’s consent, no subletting or assignment shall release Vendor of Vendor’s obligation to perform all other obligations to be performed by Vendor hereunder for the term of this Agreement.
6.8. Indemnification and Hold Harmless. Vendor agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents and employees, at Vendor’s sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents and employees arising out of the performance of the Vendor, its employees, and/ or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Vendor, its employees, and/ or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Vendor, its employees, and/ or authorized subcontractors, and/ or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents and employees based upon Docusign Envelope ID: 02AC0511- A8F7- 4892- B7AA- F91429486664 Exhibit A
Rev. 4- 2025 13 of 17 West Coast Arborists, Inc.
the work performed by the Vendor, its employees, and/ or authorized subcontractors under this Agreement, whether or not the Vendor, its employees, and/ or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Vendor shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Vendor’s Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Vendor is and shall be acting at all times as an independent contractor and not as an employee of City. Vendor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Vendor or any of Vendor’s employees, except as set forth in this Agreement. Vendor shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. Vendor shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Vendor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Vendor shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Vendor further agrees to indemnify and hold City harmless from any failure of Vendor to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Vendor under this Agreement any amount due to City from Vendor as a result of Vendor’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Vendor or any employee, agent, or subcontractor of Vendor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ( PERS) to be eligible for enrollment in PERS as an employee of the City, Vendor shall indemnify, defend, and hold harmless City for the payment of any employee and/ or employer contributions for PERS benefits on behalf of Vendor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Vendor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/ or employee contributions for PERS benefits.
6.11. Cooperation. In the event any claim or action is brought against City relating to Vendor’s performance or services rendered under this Agreement, Vendor shall render any reasonable assistance and cooperation which City might require.
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6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Vendor or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Vendor agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Vendor. City shall indemnify and hold harmless Vendor from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from City’s use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Vendor. Vendor shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.
6.13. Public Records Act Disclosure. Vendor has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Vendor, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act ( California Government Code section 7920. 000, et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code section 7924. 510, and of which Vendor informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
6.14. Conflict of Interest. Vendor and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Vendor’s services under this agreement, including, but not limited to, the Political Reform Act ( Government Code sections 81000, et seq.) and Government Code section 1090. During the term of this Agreement, Vendor and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Vendor is not currently performing work that would require Vendor or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pur suant to a conflict of interest statute.
6.15. Responsibility for Errors. Vendor shall be responsible for its work and results under this Agreement. Vendor, when requested, shall furnish clarification and/ or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Vendor occurs, then Vendor shall, at no cost to City, provide all necessary design drawings, estimates and other Vendor professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.
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6.16. Prohibited Employment. Vendor will not employ any employee of City while this Agreement is in effect.
6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.
6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
6.19. Binding Effect. This Agreement binds and benefits the parties and their respective permitted successors and assigns.
6.20. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Vendor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.21. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
6.22. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement and have had an adequate opportunity to review each and every provision of the Agreement and submit the same to counsel or other consultants for review and comment. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.23. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.
6.24. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.
No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
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6.25. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision( s) through good faith negotiations.
6.26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
6.27. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
Signatures appear on following page.]
Docusign Envelope ID: 02AC0511- A8F7- 4892- B7AA- F91429486664 Exhibit A
ev. 4- 2025 17 of 17 West Coast Arborists, Inc.
Type here] [ Type here] [ Type here]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.
VENDOR: West Coast Arborists, Inc.
By:
Date:
Signature
Patrick Mahoney, President, West Coast Arborists, Inc.
and countersigned by:
Date:
Signature
Richard Mahoney, Secretary, West Coast Arborists, Inc.
CITY OF LA VERNE
Date:
Ken Domer, City Manager
ATTEST:
Debra Fritz, Deputy City Clerk
APPROVED AS TO FORM:
Date:
Kimberly Hall Barlow, City Attorney
Docusign Envelope ID: 02AC0511- A8F7- 4892- B7AA- F91429486664 President
6/ 25/ 2025
Secretary
6/ 26/ 2025
7/ 7/ 2025
7/ 7/ 2025
7/ 7/ 2025
Exhibit A
EXHIBIT B
REQUIRED SERVICES
B.1 Required Services. Contractor agreesto perform the services as stated in the Original Contract and this Agreement, within the time frames set forth herein.
B. 2 Reductions in Scope of Work. City may independently, or upon request from Contractor, reducethe Required Services to be performed by Contractor under this Agreement. Upon doing so, City and Contractor agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensationassociatedwith the reduction.
B.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Contractor provide additional services related to the Required Services (“Additional Services”).
If so, City and Contractor agree to meet and confer in good faith for the purpose of negotiating an amendment to the Agreement to add the Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to the Agreement, “Additional Services” shall also become “ Required Services” for the purposes of this Agreement.
B. 4 Standard of Care. Contractor expressly warrants and agrees that any and all Required Services hereundershall be performed in accordancewith the highest standardof care exercised by members of the profession currently practicing under similar conditions and in similar locations.
B.5 No Waiver of Standardof Care. Where approval by City is required, it is understoodto be conceptual approval only and does not relieve Contractor of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Contractor or its subcontractors.
B.6 Security of Performance. In the event that the Payment Terms indicate the need for Contractor to provide additional security for performance of its duties under this Agreement, Contractor shall provide such additional security prior to commencementof its Require Services in the form and on the terms prescribed in this Agreement, or as otherwise prescribed by the City Attorney.
B.7 Compliance with Laws. In its performance of the Required Services, Contractor shall comply with any and all applicable federal, state, and local laws, including the Chula Vista Municipal Code.
EXHIBIT C
PAYMENT TERMS
C.1. Time and Materials. For performance of the Required Services by Contractor as identified herein, City shall pay Contractor for the productive hours of time spent by Contractor in the performance of the Required Services, at the ratesor amountsasindicated below:
C.2. Reimbursementof Costs
Item Description Unit Price
1 Grid Pruning 0-3 DSH ( Or DBH) Each $ 25.00
2 Grid Pruning >3 DSH (Or DBH) Each $ 100.00
3 Svc Rqst Pruning 0-6 DBH Each $ 55.00
4 Svc Rqst Pruning 7-12 DBH Each $ 90.00
5 Svc Rqst Pruning 13-18 DBH Each $ 143.00
6 Svc Rqst Pruning 19- 24 DBH Each $ 183. 00
7 Svc Rqst Pruning 25-36 DBH Each $ 255.00
8 Svc Rqst Pruning > 36 DBH Each $ 345. 00
9 Coco Palm Pruning Each $ 50.00
10 Washingtonia Pruning Each $ 75.00
11 Date Palm Pruning Each $ 155. 00
12 Palm Skinning Foot $ 15.00
13 Tree & Stump Removal Inch $ 47.00
14 Tree Only Removal Inch $ 37.00
15 Stump Only Removal Inch $ 19.00
16 Plant 15 Gallon Tree Each $ 220. 00
17 Plant 24” Box Tree Each $ 420.00
18 Plant 36” Box Tree Each $ 1,100. 00
19 Root Pruning Foot $ 25.00
20 Root Barrier Installation Foot $ 25.00
21 Plant Health Care Man Hour $ 170.00
22 GPS Tree Inventory Each $ 4.00
23 Specialty Equipment Rental Hour $ 210. 00
24 Arborist Services Man Hour $ 170.00
25 Crew Rental Man Hour $ 105. 00
26 Emergency Response Man Hour $ 140.00
There are no other reimbursable costsunder this Agreement. The compensationidentified herein includes all costs.
C.3. Additional Security. None
C.4. Prevailing Wages. Yes – See Exhibit G attached and incorporated herein by this reference.
C.5. Maximum Contract Amount. Notwithstanding the foregoing, the maximum amount to be paid to the Contractor for servicesperformed through June30, 2030, shall not exceed 4,000, 000 Million Dollars. If all extensions are executed, the maximum contract amount will not exceed $ 7,000, 000 Million Dollars.
C.6. Permitted Subcontractors. None.
EXHIBIT D
INSURANCE REQUIREMENTS
D.1 Required Insurance. Contractor must procure and maintain, during the period performance of the Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insuranceset forth below in D.13 (“Required Insurance”). The Required Insurance shall also comply with all other terms of this Exhibit.
D. 2 Deductibles and Self- Insured Retentions. Any deductibles or self- insured retentions relating to the Required Insurance must be disclosed to approved by City in advance of the commencement of work.
D. 3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transactbusinessin the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Worker’ s Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable.
D.4 Subcontractors. Contractor must include all sub-contractors/service providers as insured under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub -contractors/service providers must also comply with the terms of this Agreement.
D. 5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insured with respect to any policy of general liability, automobile, or pollution insurance specified as required below in D. 13 or as may otherwise be specified by City’ s Risk Manager. The general liability additional insured coveragemust be provided in the form of an endorsement to the Contractor’ s insurance using ISO CG 20 10 ( 11/ 85) or its equivalent; such endorsementmust not exclude Products/Completed Operations coverage.
D.6 General Liability Coverageto be “Primary.” Contractor’s general liability coveragemust be primary insurance as it pertains to City, its officers, officials, employees, agents, and volunteers.
Any insuranceor self-insurancemaintained by City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Contractor and in no way relieves Contractor from its responsibility to provide insurance.
D.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to City by certified mail, return receipt requested. Prior to the Effective Date of any suchcancellation Contractor must procure and put into effect equivalent coverage( s).
D. 8 Waiver of Subrogation. Contractor will provide a Waiver of Subrogation in favor of City for eachRequired Insurancepolicy under this Agreement. In addition, Contractor waives any right it may have or may obtain to subrogation for a claim against City.
D. 9 Verification of Coverage. Prior to commencement of any work, Contractor shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Contractor has obtained the Required Insurance in compliance with the terms of this Agreement. The words “will endeavor” and “but failure to mail such notice hall impose no obligation or liability of any kind upon the company, its agents, or representatives” or any similar must be deleted from all certificates. The required certificates and endorsements should otherwise be on industry standard forms. City reserves the right to require, at any time, complete, certified copies or all required insurance policies, including endorsementsevidencing the coverage required by these specifications.
D. 10 Claims Made Policy Requirements. If General Liability, Pollution, and/or Asbestos Pollution Liability and/or Errors & Omissions coveragearerequired and areprovided on a claims- made form, the following requirements also apply:
a. The “ Retro Date” must be shown, and must be before the date of this Agreement or the beginning of the work required by this Agreement.
b. Insurancemust bemaintained, and evidenceof insurancemust be provided, for at leastfive 5) years after completion of the work required by this Agreement. c. If coverage is canceled or non- renewed, and not replaced with another claims- made policy form with a “Retro Date” prior to the Effective Date of this Agreement, Contractor must purchase “ extended reporting” coverage for a minimum of five ( 5) years after completion of the work required by this Agreement.
d. A copy of the claims reporting requirementsmust be submitted to City for review.
D.11 Not a Limitation of Other Obligations. Insuranceprovisions under this section shall not be constructed to limit Contractor’ s obligations under this Agreement, including Indemnity.
D. 12 Additional Coverage. To the extent that insurance coverage provide by Contractor maintains higher limits than the minimums appearing below in D.13, City requires and shall be entitled to coverage for higher limits maintained.
D. 13 Insurance Requirements.
Type of Insurance Minimum Amount Form
General Liability:
Including products
and complete
operations,
personaland
advertising injury
2,000,000 per occurrence for
bodily injury, personal injury
including death), and property
damage. If Commercial General
Liability insurance with a general
aggregate limit must apply
separatelyto this Agreement or the
general aggregate limit must be
twice the required occurrence
limit.
Additional Insured Endorsement
or Blanket AI Endorsementfor
City*
Waive of Recovery Endorsement
InsuranceServicesOffice
Form
CG 00 01
Must be primary and must
not exclude
Products/ Completed
Operations
Automobile
Liability
1,000,000 per accident for bodily
injury, including death, and
property damage
Insurance Services Office
Form
CA 00 01
Code 1 – Any Auto
Code 8 – Hired
Code 9 – Non- Owned
Workers’
Compensation
Employer’s
Liability
1,000,000 eachaccident
1,000, 000 disease policy limit
1,000,000 diseaseeachemployee
Waiver of Recovery Endorsement
Professional
Liability ( Errors &
Omissions)
1,000, 000 each occurrence
2,000,000 aggregate
Other Negotiated Insurance Terms: None
EXHIBIT E
INDEMNITY REQUIREMENTS
E.1 General. To the maximum extent allowed by law, Contractor shall protect, defend, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “ Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, ( including reasonable attorneys’ fees and court costs), liability, loss, damageor injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Contractor, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connectedwith, causedby or claimed to be causedby the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passivenegligent acts or omissions of the Contractor, its employees, agentsor officers, or any third party.
E.2 Modified Indemnity Where Agreement Involves Design Professional Services.
Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code Section 2782. 8, as may be amended from time to time, the defenseand indemnity obligation under Section E.1, above, shall be limited to the extent required by California Civil Code Section 2782. 8.
E.3 Costs of Defense and Award. Included in Contractor’ s obligations under these Indemnity Provisions is Contractor’s obligation to defend, at Contractor’s own cost, expenseand risk, any and all suits, action or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subjectto thelimitations in this Indemnity Provisions, Contractor shall pay and satisfy any judgment, award or decrees that may be rendered against on or more of the Indemnified Partiesfor any and all related legal expensesand costsincurred by any of them.
E.4 Contractor’s Obligations Not Limited or Modified. Contractor’s obligations under these Indemnity Provisions shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by Contractor. Furthermore, Contractor’ s obligations under this Indemnity Requirements shall in no way limit, modify or excuseany of Contractor’s other obligations or duties under this Agreement.
E.5 Enforcement Costs. Contractor agreesto pay any and all costs City incurs in enforcing Contractor’ s obligations under these Indemnity Provisions.
E.6 Survival. Contractor’ s obligations under these Indemnity Provisions shall survive the termination of this Agreement.
EXHIBIT F
CONTRACTOR CONFLICT OF INTEREST DESIGNATION
The Political Reform Act1 and the Chula Vista Conflict of Interest Code2 (“Code”) require designated state and local government officials, including some consultants, to make certain public disclosures using a Statementof Economic Interests form ( Form 700). Once filed, a Form 700 is a public document, accessibleto any member of the public. In addition, consultantsdesignatedto file the Form 700 are also required to comply with certain ethics training requirements. 3 A. Contractor IS acorporation or limited liability companyandis thereforeEXCLUDED4from disclosure.
B. Contractor NOT a corporation or limited liability company and disclosure designation is as follows:
APPLICABLE DESIGNATIONS FOR INDIVIDUAL( S) ASSIGNED TO PROVIDE
SERVICES
Category descriptions available at www.chulavistaca.gov/departments/city-clerk/conflict- of- interest- code.)
Name Email Address Applicable Designation
Enter Name of Each
Individual Who Will Be
Providing Service Under
the Contract – If
individuals have different
disclosure requirements,
duplicate this row and
complete separately for
each individual
Enter email
address(es)
A. Full Disclosure
B. Limited Disclosure ( selectoneor
more of the categoriesunder which the
Contractor shall file):
1. 2. 3. 4. 5.
6. 7.
Justification:
C. Excluded from Disclosure
1. Required Filers
Each individual who will beperforming servicesfor the City pursuantto the Agreement and who meets the definition of “Consultant,” pursuant to FPPC Regulation 18700.3, must file a Form 700.
2. Required Filing Deadlines
Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk via the City' s online filing system, NetFile, within 30 days of the approval of the Agreement. Additional Form 700 filings will be required annually on April 1 during the term of the Agreement, and within 30 days of the termination of the Agreement.
3. Filing Designation
The City Department Director will designateeachindividual who will be providing servicesto the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure, basedon an analysis of the services the Contractor will provide. Notwithstanding this designation or anything 1 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704. 2 Chula Vista Municipal Code §§2.02.010-2.02.040.
3 Cal. Gov. Code §§53234, et seq.
4 CA FPPC Adv. A- 15-147 (Chadwick) ( 2015); Davis v. Fresno Unified School District ( 2015) 237 Cal.App.4th 261; FPPC Reg. 18700.3 (Consultant defined as an “individual” who participates in making a governmental decision; “individual” does not include corporation or limited liability company). in the Agreement, the Contractor is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, pleasedo not hesitate to contact the City Clerk at (619) 691-5041, or the FPPC at 1-866-ASK- FPPC, or (866) 275-3772 *2.
Pursuantto the duly adoptedCity of Chula Vista Conflict of InterestCode, this documentshall serveasthe written determinationof the consultant’s requirementto comply with the disclosurerequirementssetforth in the Code.
EXHIBIT G
DIR/ PREVAILING WAGES
DIR/ Prevailing Wages - No Contractor or subcontractor shall be qualified to bid on, be listed in a bid proposal, subject to the requirementsof Section 4104 of the Public Contract Code or engage in the performance of any contract for public work, unless currently registered with the Department of Industrial Relations (DIR) and qualified to perform public work pursuantto Labor Code section 1725. 5. No Contractor or subcontractor may be awarded a contract for public work on a public works project unlessregisteredwith the DIR pursuant to Labor Code section 1725.5.
The Work is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
Contractor and its subcontractorsare required by California Labor Code sections 1771 and 1774 to pay prevailing wages (" Prevailing Wage Rates") to persons employed by them for work in a covered work classification under this Agreement. In accordancewith the provisions of Section 1773 of the Labor Code of the State of California, the City has ascertained the generalprevailing wage scalesare applicable to the work to be done. The prevailing wage scales are those determined by the State of California DIR and are available directly from the DIR home page: www. dir.ca.gov/dlsr/. If Contractor intends to usea craft or classification not shown on the general prevailing wage rates determinations may be required to pay the wage rate of that craft or classification most closely related to it asshown in the generalwage rates determinations effective at the time of the call for bids.
Apprenticeship - Contractor acknowledges and agrees that it is responsible for compliance with all statelaw requirementsgoverning employment and payment of apprentices, asset forth in Labor Code section 1777. 5, and elsewhere, which are fully incorporated herein by this reference.
Completed by: Henry Argetsinger, Management Analyst II, Public Works