Agreement - West Coast Arborists (2020) — Manhattan Beach City Council, April 5, 2022

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CITY OF MANHATTAN BEACH

MAINTENANCE SERVICES AGREEMENT
THIS MAINTENANCE SERVICES AGREEMENT (“Agreement”) is made and entered into as of August 10, 2020, by and between the CITY OF MANHATTAN BEACH, a California municipal corporation (“City”) a nd WEST COASTS ARBORISTS, INC., a C a l i f o r n i a Corporation (“Contractor”). Contractor’s license number is 366764 (Laborer; Landscape); Contractor’s DIR registration number is 1000000956.

In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Scope of Services. Contract or shall perform the work and pr ovide all labor, materials, equipment and services in a good and workmanlike man ner for the project identified as NMBBID Tr ee Replacement Projec t (“Project”), as d escribed in this Agreement, the Scope of Work attached hereto as Exhibit A, and incorporated herein by this reference, and Contractor ’s Proposal dated March 16, 2020, a c o p y o f w h i c h i s attached hereto as Exhibit B and incorporated herein by this re ference. In the event of any conflict between the terms of this Agreement and the incorp orated documents, the terms of this Agreement shall control.

2. Extra Work. Extra work, w hen ordered in writing by the Dire ctor of Public Works (“Director”) and accepted by Contractor, shall be paid for in accordance with the terms of the written work order. Payment for extra work will be made at the unit price or lump sum previously agreed upon in writing between Contractor and the Di rector. All extra work shall be adjusted daily upon the report sheet furnished by Cont ractor, prepared by the Director, and signed by both parties; and the daily report shal l be considered thereafter the true records of extra work done.

3. Term. This Agreement shall bec ome effective on the date first set forth above and shall remain in effect until the tasks described herein are com pleted to City’s approval, but in no event later than Decem ber 31, 2020, unless sooner ter minated pursuant to Section 12 of this Agreement.

4. Time of Performance.

A. Contractor will not perform any work under this Agreement until:
1) Contractor furnishes proof of insurance as required under Section 14 of this Agreement; and
2) City gives Contractor a written notice to proceed.

B. Should Contractor begin work in advance of receiving written authorization to proceed, any such services are at Contractor’s own risk.

5. Time. Time is of the e ssence in this Agreement.

DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD

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6. Force Majeure. Neither City nor Contractor shall be respons ible for delays in performance under this Agreement due to causes beyond its contr ol, including but not limited to acts of God, acts of p ublic enemies, acts of the gov ernment, fires, floods or other casualty, epidemics, earthquakes, labor stoppages or slow downs, freight embargoes, unusually severe weather, and supplier delays due to such causes. Neither economic nor market conditions nor the financial condition of e ither party shall be considered a cause to excuse delay pursuant to this Section. Each party shall notify the other promptly in writing of each such excusable delay, its cause and its expected delay, and shall upon request update such notice.

7. Compensation. In considerat ion of the services rendered her eunder, City shall pay Contractor a fee not to ex ceed twenty-two thousand four hun dred and twenty-eight Dollars ($22,428.00) for the entire project, in accordance with the prices as submitted in Exhibit B.

8. Payments. Contractor shall su bmit to City an invoice on a m onthly basis for the services performed pursuant to this Agreement. Each invoice sh all itemize the services rendered during the billing perio d, hourly rates charged, if ap plicable, and the amount due. City shall review each invoice and notify Contractor in w riting within ten business days of receipt of any disputed invoice amounts.

City shall make payments within 30 days after receipt of an und isputed and properly submitted payment request from Contractor. City shall return to Contractor any payment request determined not to be a proper payment request as soon as practicable, but not later than seven days after receipt, and shall explain in writing the reason(s) why the payment request is not proper.

9. Taxes. Contractor shall calc ulate payment for all sales, unemployment, and other taxes imposed by local, State of California and federal law. These payments are included in the total amounts in Exhibit B.

10. Audit. City or its represent ative shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in p reparing its billings to City as a condition precedent to any pay ment to Contractor. Contractor will promptly furnish documents requested by City. Addi tionally, Contractor shall be subject to State Auditor examination and audit at the request of City or as part of any audit of City, for a period of three years after final payment under this Agreement.

11. Unresolved Disputes. In the event of any dispute or contro versy with City over any matter whatsoever, Contractor shall not cause any delay or cess ation in or of work, but shall proceed with the performanc e of the work in dispute. Man hattan Beach Municipal Code Chapter 2.56 (“Matters Requiring Filing of Claims”) shall govern the procedures of the claim process, and these provisions are incorporated herein by this reference.

12. Termination. This Agreement m ay be canceled by City at any time with or without cause and without penalty upon 30 days’ written notice. In the event of termination without fault of Contractor, City shall pay Contractor for all services satisfactorily rendered DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD

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prior to date of termination, and such payment shall be in full satisfaction of all services rendered hereunder.

13. Indemnification, Hold Ha rmless, and Duty to Defend.

A. Indemnities.
1) To the fullest extent permitt ed by law, Contractor shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contra ctors in the role of City o fficials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, pe nalties, liens, and losses of any nature whatsoever, including fees of accountants, a t t o r n e y s , o r o t h e r professionals and all costs asso ciated therewith and the paymen t of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor, its officers, agent s, servants, employees, subco ntractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the perfo rmance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, a s determined by judicial decision or by the agreement of the parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, incl uding all attorneys’ fees and experts’ costs actually incurred in connection with such de fense. Contractor shall reimburse the Indemnitees for any and all legal expenses and co sts incurred by Indemnitees in connection therewith.
2) Contractor shall pay all requir ed taxes on amounts paid to Contractor under this Agreement, and 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. Contractor shall fully comply with the workers’ compensation law regardi ng Contractor and Contractor’s employees.

Contractor shall indemnify and hold City harmless from any failure of Contractor to comply with applicable workers’ compensation laws. City may offset ag ainst the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any re imbursement or indemnification arising under this subparagraph A.2.
3) Contractor shall obtain execu ted indemnity agreements with provisions identical to those in this Section from each and eve ry subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnit y obligations, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or in equity, whethe r actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD

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or omissions of Contractor’s subcontractor, its officers, agent s, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor’s subcontractor sh all bear the legal liability thereof) in the performance of this Agreement, including the In demnitees’ active or passive negligence, except for Lia bilities arising from the sol e negligence or willful misconduct of the Indemnitees, as determined by court decision or by the agreement of the parties.

B. Workers’ Compensation Acts not Limiting. Contractor’s indem nifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any w orkers’ compensation act or s imilar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.

C. Insurance Requirements not Lim iting. City does not, and sha ll not, waive any rights that it may possess ag ainst Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate r equired pursuant to this Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabi lities, tax, assessment, penalty or interest asserted against City.

D. Survival of Terms. Contrac tor’s indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.

14. Insurance Requirements.

A. Minimum Scope and Limits of In surance. Contractor shall pro cure and at all times during the term of thi s Agreement carry, maintain, an d keep in full force and effect, insurance as follows:
1) Commercial General Liability In surance with a minimum limit of $2,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or location. If Contractor is a limited liability company, the commercial general liability coverage sh all be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insur ance for any owned, non-owned or h ired vehicle used in connection with the performance of this Agreement with a combined single limit of $2,000,000.00 per accident for bodily injury and prope rty damage. If Contractor does not use any owned, non-owned or hired vehicles in the perf ormance of Services under this Agreement, Contractor shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under subparagraph A.1) of this Section. 3) Workers’ Compensation Insura nce as required by the State of California and Employer’s Liability Insurance with a minimum li mit of $1,000,000.00 per accident for bodily injury or dis ease. If Contractor has no em ployees while performing DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD

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Services under this Agreement, a workers’ compensation policy i s not required, but Contractor shall execute a declaration that it has no employees.

B. Acceptability of Insurers. T he insurance policies required under this Section shall be issued by an insurer admitted to write insurance in th e State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self insurance shall not be consider ed to comply with the insurance requirements under this Section.

C. Additional Insured. The co mmercial general and automobile liability policies shall contain an endorsement naming City, its officers, employees, agents and volunteers as additional insureds.

D. Primary and Non-Contributing. The insurance policies requir ed under this Section shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self-ins urance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Contractor’s insurance and shall not contribute with it.

E. Contractor’s Waiver of Subr ogation. The insurance policies required under this Section shall not prohibit Contractor and Contractor’s emp loyees, agents or subcontractors from waiving the right of subrogation prior to a loss. Contractor hereby waives all rights of subrogation against City.

F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City. At City’s option, Contractor shall either reduce or eliminate the deduc tibles or self-insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses.

G. Cancellations or Modifications to Coverage. Contractor shal l not cancel, reduce or otherwise modify the insurance policies required by this Section during the term of this Agreement. The commercial general and automobile liabi lity policies required under this Agreement shall be endor sed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days’ prior written notice to City. If any insurance policy required under this Section is canceled or reduced in coverage or limits, Contractor shall, within two business days of notice from the insurer, phone, fax or notify City via certified mail, retu rn receipt requested, of the cancellation of or changes to the policy.

H. City Remedy for Noncomplianc e. If Contractor does not maint ain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Contractor’s policies do not comply with the requirements under this Section, City may either immediately te rminate this Agreement or, if insurance is available at a reasonable cost, City may, b ut has no duty to, take out the necessary insurance and pay, at Contractor’s expense, the p remium thereon.

Contractor shall promptly reimbur se City for any premium paid b y City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.

DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD

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I. Evidence of Insurance. Prior t o the performance of Services under this Agreement, Contractor shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original e ndorsements evidencing and effec ting the coverages required under this Section. The endorsements are subject to City’s approval. Contractor may provide complete, certified copies of all required insuranc e policies to City.

Contractor shall maintain curr ent endorsements on file with Cit y’s Risk Manager.

Contractor shall provide proof to City’s Risk Manager that insu rance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same cov erage. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages.

J. Indemnity Requirements not Limit ing. Procurement of insuran ce by Contractor shall not be construed as a limitation of Contractor ’s liability or as full performance of Contractor’s duty to indemnify City under Section 13 of this Agreement.

K. Broader Coverage/Higher Limits. If Contractor maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

L. Subcontractor Insurance Requ irements. Contractor shall requ ire each of its subcontractors that perform Services under this Agreement t o maintain insurance coverage that meets all of the requirements of this Section.

15. Antitrust Claims. Contract or offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Secti on 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the California Business and P rofessions Code) arising from purchases of goods, services, or materials pursuant to thi s Agreement. This assignment shall be made and become effective at the time City tenders final payment to Contractor without further acknowledgment by the parties.

16. Familiarity with Work.

A. By executing this Agreemen t, Contractor represents that it has 1) Thoroughly investigated and c onsidered the scope of services to be performed;
2) Carefully considered how the services should be performed; and 3) Understands the facilities, di fficulties, and restrictions a ttending performance of the services under this Agreement.

B. If services involve work upon any site, Contractor warrants that it has or will investigate the site and is or will be fully acquainted with th e conditions there existing, before commencing the services hereunder. Should Contractor di scover any latent or DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD

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unknown conditions that may materially affect the performance of the services, Contractor will immediately inform City of such fact and will not proceed except at Contractor’s own risk until written instructions are received from City.

17. Independent Contractor. Contra ctor is and shall at all tim es remain, as to City, a wholly independent contractor. Neither City nor any of its agents shall have control over the conduct of Contractor or any o f Contractor’s employees, exc ept as herein set forth; and Contractor is free to dispose of all portions of its time a nd activities which it is not obligated to devote to City in such a manner and to such person s, firms, or corporations as Contractor wishes except as expressly provided in this Agree ment. Contractor shall have no power to incur any debt, obligation, or liability on be half of City, bind City in any manner, or otherwise act on behalf of City as an agent. Contractor shall not, at any time or in any manner, represent that it or any of its agents, servants or employees, are in any manner agents, servants or employ ees of City. Contractor agree s to pay all required taxes on amounts paid to Contractor under this Agreement, and t o indemnify and hold City harmless from any and all taxes, assessments, penalties, a nd interest asserted against City by reason of the i ndependent contractor relationsh ip created by this Agreement. Contractor shall fully comply with the workers’ compensation law regarding Contractor and its employees. C ontractor further agrees to ind emnify and hold City harmless from any failure of Contractor to comply with applicable workers’ compensation laws. City shall have the right to offset against the amount o f any compensation due to Contractor under this Agreement any amount due to City from Con tractor as a result of its failure to promptly pay to City any reimbursement or indemnification arising under this Section.

18. Prevailing Wages. City and Contractor acknowledge that thi s project is a public work to which prevailing wages apply. Contractor shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated herein by this reference.

19. Workers’ Compensation Insu rance. California Labor Code Sec tions 1860 and 3700 provide that every contract or will be required to secure t he payment of compensation to its employees. In accordance with the provisio ns of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisio ns of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self- insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

20. Nondiscriminatory Employmen t. Contractor shall not unlawfu lly discriminate against any individual based on r ace, color, religion, national ity, gender, sex, sexual orientation, age or condition of disability. Contractor unders tands and agrees that it is bound by and will comply with th e nondiscrimination mandates of all statutes and local ordinances and regulations.

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21. Debarred, Suspended or Inelig ible Contractors. Contractor shall not be debarred throughout the duration of this Ag reement. Contractor shall no t perform work with debarred subcontractors pursuant to California Labor Code Section 1777.1 or 1777.7.

22. Compliance with Laws. Contra ctor shall comply with all app licable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs pursuant to this Agreement.

23. Payment Bond:

REQUIRED – or –

NOT REQUIRED
Contractor shall obtain a paym ent bond in an amount that is not less than the total compensation amount of this Agreement, and nothing in this Agreement shall be read to excuse this requirement. The required form entitled Payment Bond (Labor and Materials) is attached hereto as Exhibit D and incorporated herein by this reference.

24. Contractor’s Representations . Contractor represents, covenants and agrees that:
a) Contractor is licensed, qualif ied, and capable of furnishing the labor, materials, and expertise necessary to perform the services in accordance with the terms and conditions set forth in this Agreement; b) there are no obligations, commitments, or impediments of any kind that will limit or prevent its full performance under this Agreement; c) there is no litigation pending against Contra ctor, and Contractor is not th e subject of any criminal investigation or proceeding; and d) to Contractor’s actual knowledge, neither Contractor nor its personnel have been convicted of a felony.

25. Warranty. The work shall be warranted by Contractor against defective materials and workmanship for a period of one year. The warranty period shall start on the date the work is completed as determined by the Director.

The warranty period for specific items covered under manufacturers’ or suppliers’ warranties shall commence on the date they are placed into service at the direction of or as approved by the Director in writing.

All warranties, express or impli ed, from subcontractors, manufa cturers, or suppliers, of any tier, for the materials furnished and work pe rformed shall be assigned, in writing, to City, and such warranties shall be delivered to the Director prior to acceptance of Contractor’s performance of the Agreement.

Contractor shall replace or repai r defective materials and work manship in a manner satisfactory to the Director, after notice to do so from the Director, and within the time specified in the notice. If Contractor fails to make such replacement or repairs within the time specified in the notice, City may perform the replacem ent or repairs at Contractor’s expense. If Contra ctor fails to reimburse City fo r the actual costs, Contractor’s Surety shall be liable for the cost thereof.

26. Conflicts of Interest. Contractor agrees not to accept any employment or representation during the term of this Agreement or within 12 months after completion of the services under this Agreement which is or may likely make C ontractor “financially DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD

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interested,” as provided in Government Code Sections 1090 and 87100, in any decisions made by City on any matter in connection with which Contractor has been retained pursuant to this Agreement.

27. Third Party Claims. City s hall have full authority to compromise or otherwise settle any claim relating to this Agreement at any time. City shall timely notify Contractor of the receipt of any third-party claim relating to this Agreement. City shall be entitled to recover its reasonable costs incurred in providing this notice.

28. Non-Assignability; S ubcontracting. Contractor shall not as sign or transfer any interest in this Agreement nor any part thereof, whether by ass ignment or novation, without City’s prior written c onsent. Any purported assignment without written consent shall be null, void, and of no e ffect; and Contractor shall hol d harmless, defend and indemnify City and its officers, officials, employees, agents a nd representatives with respect to any claim, demand or action arising from or relating to any unauthorized assignment.

29. Applicable Law. The validit y, interpretation, and performa nce of this Agreement shall be controlled by and cons trued under the laws of the Stat e of California, excluding California’s choice of law rules. Venue for any such action re lating to this Agreement shall be in the Los Angeles County Superior Court.

30. Attorneys’ Fees. If any lega l action or other proceeding, including action for declaratory relief, is brought for the enforcement of this Agre ement or because of an alleged dispute, breach, default or misrepresentation in connection with this Agreement, the prevailing party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or o ther proceeding, in addition to any other relief to which the party may be entitled.

31. Titles. The titles used in this Agreement are for convenie nce only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it.

32. Authority. The persons execu ting this Agreement on behalf of Contractor warrant and represent that they have the authority to execute this Agre ement on behalf of Contractor and have the authority to bind Contractor to the performance of its obligations hereunder.

33. Incorporation by Reference. All Exhibits attached hereto a re incorporated herein by reference. The documents, payment and performance bonds, Ci ty insurance requirements, together with this written Agreement (and all Exhibits, documents and laws referenced therein), shall cons titute the entire agreement betw een the parties as to the subject matter of this Agreemen t. In the event of any conflict between this Agreement and any Exhibit hereto, the provisions of this Agreement shall control.

34. Entire Agreement. This Agr eement, including any other docu ments incorporated herein by specific reference, r epresents the entire and integra ted agreement between City and Contractor. This Agre ement supersedes all prior oral or written negotiations, representations or agreements. Thi s Agreement may not be modif ied or amended, nor DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD

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any provision or breach waived, except in a writing signed by both parties which expressly refers to this Agreement.

35. Construction. In the event of any asserted ambiguity in, o r dispute regarding the interpretation of any matter her ein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpret ation against the party who causes the uncertainty to exist or against the party who drafte d this Agreement or who drafted that portion of this Agreement.

36. Non-waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no eve nt shall the making by City of any payment to Contract or constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair o r prejudice any right or remedy available to City with regard to such breach or default.

37. Notice. Except as otherwise required by law, any notice or other communication authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight co urier service during Contractor’s or City’s regular business hours or (b) on the thi rd business day following deposit in the United States ma il, postage prepaid, to the addr esses listed below, or at such other address as one party may notify the other:

To City:

Stephanie Katsouleas, P.E.

Director of Public Works
City of Manhattan Beach
1400 Highland Avenue
Manhattan Beach, CA 90266
To Contractor:

XXXXXXXXX
2200 East Via Burton
Anaheim, CA 92806

38. Counterparts. This Agreement may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes.

39. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed the within Agreement the day DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD

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and year first above written.
[signatures begin on next page]

CITY OF MANHATTAN BEACH

By: ________________________________
Bruce Moe, City Manager

ATTEST:

By: ______________________________
Liza Tamura, City Clerk

APPROVED AS TO FORM:

By: ______________________________
Quinn M. Barrow, City Attorney

APPROVED AS TO FISCAL IMPACT:

By: ________________________________
Steve S. Charelian,
Director of Finance

APPROVED AS TO CONTENT:

By: ______________________________
Stephanie Katsouleas
Director of Public Works
WEST COAST ARBORISTS, INC.

A California Corporation

By:

Patrick Mahoney,
Chief Executive Officer

DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD 8/6/2020
8/17/2020
8/24/2020
8/24/2020
8/24/2020
8/24/2020
Exhibit A
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Exhibit A

Scope of Services

WCA (West Coast Arborists): North Manhattan Beach Improvement District Tree Installation Project

West Coast Arborists (WCA) will perform the following work:
 Cut down 22 trees to “stumps”
 (After Merchants Landscaping remo ves the stumps and fills the holes with 50/50 soil mix) WCA will plant 23 King Palms
o 22 King Palms will be planted where tree stumps were removed o 1 King Palm will be planted in a l ocation where a tree previously was not planted
The City of Manhattan Beach is providing the trees for the project. WCA costs are based on labor hours only. The 22 tree replacement locations and 1 new tree location are located on Highland Avenue from 33rd Street - Rosecrans Avenue. The project is expected to take four to six weeks to complete.

DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD WEST COAST ARBORISTS, INC.
2 200 E. Via Burton Street /uni0660 Anaheim, CA 92806
800.521.3714 Phone /uni0660 888.988.0192 Fax /uni0660 714.991.7844 E-Fax /uni0660 WCAINC.COM

PROFORMA
#5
9606

PROFORMA FOR TREE MAINTENANCE SERVICESPROFORMA FOR TREE MAINTENANCE SERVICES CU

STOMER INFORMATION
Main Contact Billing Contact

ERNEST AREA A CCOUNTS PAYABLE

CITY OF MANHATTAN BEACH CITY OF MANHATTAN BEACH
3621 BELL AVENUE 1400 HIGHLAND AVENUE
MANHATTAN BEACH, CA 90266 MANHATTAN BEACH, CA 90266
(310) 802-5305 /uni0660 [email protected] -/uni0660 [email protected] Inventory Needed Link Funds to Job # Purchase Order # DIR Project ID # Yes 53887 98-00211 319941
JO

B LOCATION
Downtown Business Improvement District, Manhattan Beach

SCOPE OF WORK
Remove (22) trees to ground level only as directed by City on Highland Av from 33rd St to Rosecrans Ave.

QTY DESCRIPTION U/ M UNIT PRICE TOTAL
37 Crew Rental - per man Man Hour $84.00 $3,108.00
Tree Only Removal Backup - Crew Each $0.00 $0.00
GRAND TOTAL: $3,108.00

COMMENTS
Tr
ee only removal cost was prorated and converted to crew rental because there is no contract line item price. Do not email invoice to field contact, only to Accts Pyble! Ernest Area SL contact.

All work will be completed in accordance with ANSI A3 00 standards. Price reflects payment of prevailing wage rates under the wage determination: Tree Maintenance Laborer, and report of certified payroll to the Department of Industrial Relations as applicable in accordance with state labor laws.

CA Contractors License 366764 Federal Tax ID: 95-32506 82 CA DIR Registration 1000000956 FERNANDO MENDOZAFERNANDO MENDOZAFERNANDO MENDOZAFERNANDO MENDOZA AREA MANAGERAREA MANAGERAREA MANAGERAREA MANAGER 03/16/200 3/16/20 03/16/2003/16/20

ESTIMATED BY TITLE DATE

ACCEPTED BY T ITLE DATE
/uni0050/uni0061/uni0067/uni0065/uni0020 /uni0031/uni0020of 2/uni0050/uni0072/uni006F/uni0070/uni006F/uni0073/uni0061/uni006C/uni0020/uni0052/uni0065/uni0070/uni006F/uni0072/uni0074 Exhibit B: North Manhattan Beach Business Improvement District Tree Replacement Project DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD WEST COAST ARBORISTS, INC.
2 200 E. Via Burton Street /uni0660 Anaheim, CA 92806
800.521.3714 Phone /uni0660 888.988.0192 Fax /uni0660 714.991.7844 E-Fax /uni0660 WCAINC.COM

PROFORMA
#5
9607

PROFORMA FOR TREE MAINTENANCE SERVICESPROFORMA FOR TREE MAINTENANCE SERVICES CU

STOMER INFORMATION
Main Contact Billing Contact

ERNEST AREA A CCOUNTS PAYABLE

B LOCATION
Downtown Business Improvement District, Manhattan Beach

SCOPE OF WORK
Pick up and install (23) 10Ft BTH King Palms.

QTY DESCRIPTION U/ M UNIT PRICE TOTAL
230 Crew Rental - per man Man Hour $84.00 $19,320.00
Plant Backup - Crew Each $0.00 $0.00
GRAND TOTAL: $19,320.00

COMMENTS
Ci
ty provided trees, WCA to pick up and install. Trees are outsourced, no guarantee period. Crew Rental based on 10 man hours per tree, 23 trees total. Tree locations on Arbor Access list titled "2020 Palm Planting - Highland Av".

Do not email invoice to field contact, only to Accts Pyble! Ernest Area SL contact.

ESTIMATED BY TITLE DATE

ACCEPTED BY T ITLE DATE
/uni0050/uni0061/uni0067/uni0065/uni0020 2/uni0020of 2
/uni0050/uni0072/uni006F/uni0070/uni006F/uni0073/uni0061/uni006C/uni0020/uni0052/uni0065/uni0070/uni006F/uni0072/uni0074 Exhibit B: North Manhattan Beach Business Improvement District Tree Replacement Project DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD

12100-0001\2445935v1.doc

EXHIBIT C
Terms for Compliance with California Labor Law Requirements

1. Contractor acknowledges that t he project as defined in this Agreement between Contractor and City, to which th is Agreement to Comply with Cal ifornia Labor Law Requirements is attached and incorporated by reference, is a “public work” as defined in Division 2, Part 7, Chapter 1 ( commencing with Section 1720) of the California Labor Code (“Chapter 1”), and that this Agreement is subject to (a) Chapter 1, including without limitation Labor Code Section 1771 and (b) the rules and regula tions established by the Director of Industrial Relations (“DIR”) implementing such stat utes. Contractor shall perform all work on the project as a public work. Contractor s hall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, wh ether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Contractor shall be register ed with the Department of Indust rial Relations in accordance with California Labor Code Section 1725.5, and has p rovided proof of registration to City prior to the effective date of this Agreem ent. Contractor shall not perform work with any subcontract or that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their reg istration with the DIR in effect throughout the duration of this Agreement. If Contractor or any subcontractor cease to be registered with DIR at any time during the duration of th e project, Contractor shall immediately notify City.

4. Pursuant to Labor Code Section 1771.4, Contractor’s services are subject to compliance monitoring and enforce ment by DIR. Contractor shall post job site notices, as prescribed by DIR regulations.

5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any inte rested party on request.

Contractor acknowledges receipt of a copy of the DIR determinat ion of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.

6. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Contractor shall, as a penalty to the City, forfeit two hundred dolla rs ($200.00) for each calendar d ay, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.

DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD

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7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Cont ractor and each subcontractor to (1) keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776, (2) certify and make such payroll records availab le for inspection as provided by Section 1776, and (3) inform the City of the location of the records.

8. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrativ e Code title 8, section 200 et seq . concerning the employment o f apprentices on public works proj ects.

Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work p ursuant to this Agreement, Contractor and each of its subcontractors shall subm it to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. Contractor acknowledges that e ight hours labor constitutes a legal day’s work.

Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the pr ovisions of Labor Code Sectio n 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25.00) for each worker employed i n the performance of this Agreement by Contractor or by any subcontractor for each calend ar day during which such worker is required or permi tted to work more than eight ho urs in any one calendar day and 40 hours in any one calendar week in violation of the p rovisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to La bor Code section 1815, work performed by employees of Contractor in excess of eight ho urs per day, and 40 hours during any one week shall be permitted upon public work u pon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

10. California Labor Code Secti ons 1860 and 3700 provide that every employer will be required to secure the payment o f compensation to its employees . In accordance with the provisions of California Labor Code Section 1861, Contracto r hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self- insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

11. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those st atutory provisions and a requir ement that each subcontractor shall comply with those statutory provisions. Co ntractor shall be required
DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD

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to take all actions necessary to enforce such contractual provi sions and ensure subcontractor’s compliance, including without limitation, condu cting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified pr evailing rate of wages.

Contractor shall diligently take corrective action to halt or rectify any failure.

12. To the maximum extent permi tted by law, Contractor shall in demnify, hold harmless and defend (at Contractor’s expense with counsel reasonably acceptable to the City) the City, its officials , officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed a bove by any person or entity ( including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys’ fees, and other related costs and expenses. All duties of Contract or under this Section shall su rvive termination of the Agreement.

DocuSign Envelope ID: 536F8DC5-DF6C-4979-8F1C-2DB71A7BE8DD

Manhattan Beach City CouncilApril 5, 2022

Manhattan Beach City Council
April 5, 2022