Agreement with Cagwin & Dorward, LLC Page 1
Rev. 07-01-18
EBIX Insurance No. S200004988
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
CAGWIN & DORWARD, LLC
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Cagwin & Dorward, LLC, a California limited liability company, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor will consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A – Scope of Services
Exhibit B1 – Compensation
Exhibit B2 – Rates
Exhibit B3 – Five Year Tree Care Plan with Estimated Spend Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance Addendum
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Exhibit E – Notice of Exercise of Option to Extend Agreement This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions will govern and control.
2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement will begin on September 1, 2022 and terminate on August 31, 2023.
B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for up to four (4) additional one-year terms through August 31, 2027 (“Option Periods”), subject to the appropriation of funds. See Exhibit E for Notice of Exercise to Option to Extend Agreement Form.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor will perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement will be fit for the purpose intended, will be free from defect and will conform to the specifications, requirements and instructions upon which this Agreement is based. For a period of one (1) year from Contractor’s completion, agrees to promptly replace materials, except plants unless continuously maintained by Contractor or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.
5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor will perform such Services and duties in conformance to and consistent with the Agreement with Cagwin & Dorward, LLC Page 3
Rev. 07-01-18
professional standards of a specialist in the same discipline in the State of California.
6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City will pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B1 entitled “COMPENSATION” and B2, entitled “RATES.” The maximum compensation of this Agreement is Eighty-Three Thousand Nine Hundred Six Dollars ($83,906), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation will be at Contractor’s expense. Contractor will not be entitled to any payment above the maximum compensation under any circumstance.
7. TERMINATION
A. Termination for Convenience. City will have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.
B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.
C. Upon termination, each Party will assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement will not be assigned or transferred without the prior written approval of City. Contractor will not hire subcontractors without express written permission from City.
Contractor will be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.
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9. NO THIRD PARTY BENEFICIARY
This Agreement will not be construed to be an agreement for the benefit of any third party or parties and no third party or parties will have any claim or right of action under this Agreement for any cause whatsoever.
10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement will be held confidential by Contractor and will not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry will be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which will include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement will be the property of City but Contractor may retain and use copies thereof. City will not be limited in any way or at any time in its use of said material. However, Contractor will not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents will have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded will be disallowed by City. Contractor will bear the cost Agreement with Cagwin & Dorward, LLC Page 5
Rev. 07-01-18
of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Contractor will submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Scope of Services – and will expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify will not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
B. Contractor’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, will specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor’s responsibilities under the Act.
15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor will provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.
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16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement will not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement will be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
17. NOTICES
All notices to the Parties will, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara – Department of Public Works Facilities Division Attention: Ken Winland
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Contractor addressed as follows:
Cagwin & Dorward, LLC
P.O. Box 6004
Petaluma, CA 94955
And by email at [email protected]
The workday the e-mail was sent will control the date notice was deemed given.
An e-mail transmitted after 1:00 p.m. on a Friday will be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Contractor will comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299
).
19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor Agreement with Cagwin & Dorward, LLC Page 7
Rev. 07-01-18
and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Contractor will not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Contractor will not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
22. GOVERNING LAW AND VENUE
This Agreement will be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party will be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement will, for any reason, be held invalid, illegal or unenforceable in any respect, it will not affect the validity of the other provisions, which will remain in full force and effect.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which will be deemed to be an original, but both of which will constitute one and the same instrument.
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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:
Office of the City Attorney
City of Santa Clara
Rajeev Batra
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
CAGWIN & DORWARD, LLC
a California limited liability company
Dated:
By (Signature):
Name: Tracy Berry
Title: Risk Manager
Principal Place of
Business Address:
P.O. Box 6004
Petaluma, CA 94955
Email Address: [email protected]
Telephone: (707) 771-7710
Fax: (707) 708-8080
“CONTRACTOR”
Agreement with Cagwin & Dorward, LLC/Exhibit A-Scope of Services Page 1 Rev. 07-01-18
EXHIBIT A
SCOPE OF SERVICES
The following Scope of Services defines the services and responsibilities of Contractor and City to provide tree maintenance services at the Santa Clara Convention Center Complex.
The Scope of Services, including Exhibit A and Contractor’s proposal response provide context, supplemental information, and are incorporated by reference to the extent not inconsistent with the Agreement.
1. General Service Requirements
1.1. Contractor will provide tree maintenance services as specified herein for the Santa Clara Convention Center Complex.
1.1.1. The address for the site is 5001, 5101, and 5201 Great America Parkway, Santa Clara, CA 95054. The site includes the Santa Clara Convention Center, TechMart, and the Hyatt Hotel.
1.2. Contractor will furnish all supervision, material, labor, equipment and transportation required to provide tree maintenance services at the District as specified herein.
1.3. Contractor will, at his or her expense, obtain all necessary permits and licenses, etc. required for performance of this project, give all necessary notices, pay all fees required by law, and comply with all laws, ordinances, rules and regulations relating to the work and to the preservation of the public health and safety.
1.4. Within 30 days of contract execution Contractor will provide an update of the tree inventory. The tree inventory data will include following data fields:
1.4.1. Tree Location.
1.4.1.1. Contractor will create an inventory showing the location of every existing tree site and vacant tree site on sitemaps.
1.4.1.2. The tree inventory will be conducted by visiting each tree site or vacant planting site and plot the position.
1.4.1.3. Contractor will update the tree inventory as conditions require (e.g., tree removed, tree planted, etc.).
1.4.2. Measurement of Canopy Spread.
Agreement with Cagwin & Dorward, LLC/Exhibit A-Scope of Services Page 2 Rev. 07-01-18
1.4.2.1. As a part of the data collection process, Contractor will measure the canopy spread of each tree using either a laser range finder or a Roll-a-Tape, to the nearest foot, using a pre- established uniform protocol. This data will be included in the tree inventory.
1.4.3. Tree Condition.
1.4.3.1. General condition of individual trees
1.4.3.2. Pruning requirements (i.e. recommended pruning cycle)
1.4.3.3. Condition of surrounding hardscape (i.e. displacement, recent repairs)
1.5. Contractor will be on site once a week or as-needed, including holidays (except Thanksgiving and Christmas, New Year’s Day).
1.6. Response Times: Contractor will respond to non-emergency and emergency service requests for times and days not onsite as specified below:
1.6.1. Non-Emergency Response Time: Contractor will respond to non- emergency service requests by the next business day from receipt of request.
1.6.2. Emergency Response Time:
1.6.2.1. Contractor will respond to emergency service requests within two (hours) from receipt of request.
1.6.2.2. Contractor will have staff available by telephone on a 24-hour basis who is assigned to provide direct and prompt attention to requests from City for emergency and after-hours tree service requests.
1.6.2.3. The response time for a crew to arrive on-site for tree related emergencies during normal business hours of operation will not exceed thirty (30) minutes.
1.6.2.4. The response time for a crew to arrive on-site for tree related emergencies outside of normal business hours of operation will not exceed two (2) hours.
1.7. Contractor will notify the City or City’s Representative at least one week prior to performing tree pruning services.
1.8. Materials: All materials used will either conform to the specifications herein or will otherwise be acceptable to the City. Contractor will provide monthly records Agreement with Cagwin & Dorward, LLC/Exhibit A-Scope of Services Page 3 Rev. 07-01-18
of all agricultural chemicals used to the Santa Clara County Agricultural Commissioner’s Office. Contractor will provide the City a record of the submittal.
1.9. Contractor will provide and apply (if applicable) the following:
1.9.1. Fertilizer – To be furnished and applied by the Contractor.
1.9.2. Pesticides – To be furnished and applied by the Contractor.
1.9.3. Fruit Suppression Spraying – To be furnished and applied by the Contractor.
1.9.4. Replacement trees acceptable to the City or City’s Representative are to be furnished by the Contractor if he/she has damaged the originals.
1.10. Storage of Equipment: Contractor will not be allowed to store equipment, parts, and material onsite.
1.11. Storage Collection and Disposal of Refuse
1.11.1. Contractor will dispose of all refuse collected by his/her operations at an approved waste disposal facility and will pay all costs involved. No City facilities, other than specified above, are available for disposal.
2. Tree Maintenance Service Requirements
2.1. Contractor will maintain trees in a healthy, growing condition by performing all necessary services, including the following:
2.1.1. Contractor will be responsible for pruning of all trees plus a large hedge.
See Exhibit 7 for Tree Map.
2.1.2. Contractor will be responsible for trimming trees including palms, sycamores, hornbeams, evergreens, approximately 285 trees.
2.1.3. All tree pruning will be performed according to International Society of Arboriculture Tree Pruning Standards and American National Safety standards.
2.1.4. All pruning activities will be done under the general supervision of an arborist certified by the Western Chapter of International Society of Arboriculture.
2.1.5. Contractor will maintain the natural characteristics and appearance of each tree species. No tree will be pollarded.
2.1.5.1. Large trees will be pruned by working from the top downward.
Agreement with Cagwin & Dorward, LLC/Exhibit A-Scope of Services Page 4 Rev. 07-01-18
2.1.5.2. Each branch will be pruned individually. The branch will be removed at its origin or by cutting it back to another lateral.
2.1.5.3. All limbs one inch in diameter, or over, will be undercut to avoid splitting or tearing of the bark. The first cut will be made on the underside of the limb approximately one foot from the trunk and sawing through one third of the branch. The second cut will be made on the top of the branch about three inches in from the bottom cut, sawing until the branch splits off at the parallel point of the two cuts. The final cut should be just outside the branch bark ridge and collar (see ISA Western Chapter Pruning
Standards).
2.1.6. All pruning and cutting tools will be kept sharpened and clean at all times.
2.1.7. All trees will be pruned to remove dead wood, hazardous branches, weak, diseased and insect-infested, broken, low or crossing limbs, suckers, watersprouts and ivy.
2.1.8. Branches with extremely narrow angle of attachments will be removed.
2.1.9. Any structural weakness, decayed trunk, or branches will be reported to the City or City’s Representative.
2.1.10. All trees will be pruned to force new growth on the windward side of the canopy. Contractor will not remove more than 30% of the total healthy canopy of any tree.
2.1.11. All cut branches, three inches in diameter or larger will be lowered to the ground by means of a rope.
2.1.12. Any damage caused by dropping limbs will be repaired promptly at the Contractor’s expense and to the satisfaction of the City or City’s Representative.
2.1.13. No climbing will be permitted on any tree less than ten inches DBH. If the desired cut cannot be made properly from the ground on trees less than ten inches DBH, an aerial lift bucket will be used.
2.1.14. Contractor will remove all debris resulting from pruning operations daily and upon completion of each portion of the work. Due to the inherent danger of tree maintenance operations, all work will proceed under appropriate safety standards.
2.1.15. Tree Establishment Care – Staking and guying will be maintained until a particular tree no longer requires support. Stakes and support cables Agreement with Cagwin & Dorward, LLC/Exhibit A-Scope of Services Page 5 Rev. 07-01-18
will be monitored carefully for chafing on tree trunks and limbs. Improve or maintain temporary berms as necessary.
2.1.16. Due to the high winds frequently experienced at this site, the initial care of trees is of primary importance. Trees will be pruned and otherwise maintained to encourage strong trunk growth. Primary branches and suckers, located below the main limbs, will be maintained approximately 6 inches apart vertically 120 degrees radically to 10 inches maximum until no longer required
2.1.17. Tree and Stump Removal
2.1.17.1. Contractor will provide for safety of employees and the general public at all times when work is in progress.
2.1.17.2. Removal will include, but not be limited to, removal of all visible buttress roots, grinding of all stumps to a depth appropriate for replanting of a 24” box replacement tree, removal of all chips in excess of that which is required to back fill the removed stump hole to grade, removal from the site all debris immediately upon completion of a tree removal operation.
2.1.17.3. Contractor will be responsible for initiating location of all underground utilities and coordinating with utility agencies as related to carrying out the work. Any damage to utilities will be Contractor’s responsibility.
2.1.18. Arboricultural Pest Management – Trees will be maintained in as pest- free condition as possible. Report all unusual or plant injurious pest infestations promptly to the City’s Representative who will make the determination if such a pest population requires control. Biological controls are considered as well as chemical control. Under this contract, all tree pest control and fruit control (i.e. olive fruit) will be provided by Contractor.
2.1.19. Chemical applications must under all circumstances be performed under the supervision of a California State Certified Pest Control Advisor or Qualified Applicator (QAC) or QAL and under strict observance of all applicable local, county, state and federal regulations.
Contractor will follow the City’s Integrated Pest Management (IPM) Program Policy.
2.1.20. Tree Fertilization and Fruit Control
Agreement with Cagwin & Dorward, LLC/Exhibit A-Scope of Services Page 6 Rev. 07-01-18
2.1.20.1. Cherry and Magnolia trees are to be fertilized every other year with humates, mycorrhizae, bio-stimulants and microorganisms to stimulate root development and improve overall plant health.
2.1.20.2. Olive trees are to be sprayed or treated for fruit control each year and to ensure walkways remain clear of fruit at all times.
3. Repair and Renovation Work
3.1. In addition to the preceding tasks, the City’s Representative may request work to be done that is not part of the scheduled scope of work. An example of supplemental work follows:
3.1.1. Crown reduction/crown clean for Modesto Ash and other large- spread canopy trees (Note: Modesto Ash trees and other large canopy trees not requiring a crown reduction will be billed at the programmed or demand-based pruning rates)
3.1.2. Pruning requiring significant roping and rigging
3.1.3. Pruning in areas with limited accessibility
3.1.4. Special projects that require sp ecial services (e.g. crane services or 90-foot aerial lift)
3.1.5. Palm skinning or palm tree boot removal
3.1.6. Additional stump grinding outside of specified radii from existing stump
3.1.7. Stump grinding done during normal business hours following an emergency removal of a tree.
3.2. Prior to performing any repair and renovation work, Contractor will prepare and submit a written description of the work with an estimate of labor, materials, tools, equipment, and time to complete. The only exception will be when a condition exists wherein there is imminent danger of injury to the public or damage to property, in which case verbal estimate and authorization may be used. Within twenty-four (24) hours after verbal authorization, Contractor will prepare a written estimate for the City’s or City Representative’s approval.
3.3. When the City’s Representative and Contractor determine that the repair and renovation work cannot be performed by the Contractor, the Contractor may be directed to find a subcontractor that meets the City’s approval.
Agreement with Cagwin & Dorward, LLC/Exhibit A-Scope of Services Page 7 Rev. 07-01-18
4. Work Force Requirements
4.1. On Staff Personnel : Contractor must have on staff trained personnel with the following certification or license:
4.1.1. A trained supervisor with a current ISA Certified Arborist designation.
4.1.2. A Certified Tree Worker
4.2. Contractor will provide adequate supervision to ensure conformance to the City’s job requirements.
4.3. Contractor must provide a fully qualified supervisor to supervise field crews and meet with the Contract Supervisor as needed for the purposes of correcting problems/conflicts and coordinating work schedules. The City reserves the right to request removal of any employee of the Contractor for good cause. All Contractor’s work will be in City specified areas
4.4. Contractor is responsible for training and educating employees who will provide services under the City’s contract at Contractor’s expense. All Contractor’s employees assigned to the City contract will be thoroughly familiar with the methods, equipment, schedules, and quality of work required.
4.5. Contractor’s employees will be required to comply with the following requirements:
4.5.1. Observe and report deficiencies to onsite Supervisor.
4.5.2. Communicate effectively with the public. The Contractor will make every effort to hire bilingual (English/Spanish) personnel for the work under the contract.
4.5.3. Understand written and oral instructions, schedules, and procedures.
4.5.4. Contractor will remove any employee from work under the contract at the request of the City or City’s Representative.
4.5.5. Contractor’s personnel will wear a company uniform with Contractor’s name and insignia at all times while performing work under the contract within the b oundaries of the District. Uniforms will consist of shirts, pants, jackets and rainwear, in summer and winter versions.
Uniform will be approve by the City or City’s Representative.
Contractor will procure uniforms at Contractor’s sole expense.
4.5.6. All employees must attend Contractor’s training program to educate employees on the Complex facilities, unique features, public relations etiquette, complaint procedures, care and use of uniforms, etc.
Agreement with Cagwin & Dorward, LLC/Exhibit A-Scope of Services Page 8 Rev. 07-01-18
Employees who have not received this training will not be permitted to work under this contract.
4.5.7. U.S. citizenship or valid U.S. work permit.
4.5.8. At least eighteen (18) years of age.
4.5.9. Free of felony or major misdemeanor criminal record, and multiple DUI’s.
4.5.10. Valid California driver’s license or valid State of California identification card.
4.5.11. Successfully pass Contractor’s required Drug and Alcohol Pre- employment test and ongoing Drug and Alcohol Abuse Prevention and Testing program. Contractor is to provide a copy of the program to the City.
4.5.12. Pass Contractor’s pre- employment background checks, previous employment check, and reference check, conducted at Contractor’s expense.
4.5.13. Physically able to accomplish various tasks required.
5. Workmanship and Quality Level
5.1. It is the intention of the City that a first-class standard of maintenance be applied in the area covered by this contract. Contractor’s actions will always be in accordance with this primary concern for quality.
5.2. All work will be performed by experienced personnel directly employed and supervised by Contractor. Contractor will provide management and technical supervision as required to provide work specified herein.
5.3. Contractor will accompany the City or City’s Representative on an inspection tour as requested by the City or City’s representative at no additional cost.
5.4. Contractor will be responsible for the skills, methods and actions of his employees and for all work done.
5.5. Contractor will perform the work specified herein to the satisfaction of the City or City’s Representative. The City or City’s Representative will conduct inspections to determine the Contractor’s conformity with these specifications and the adequacy of the work being performed. Contractor will be available for consultation with the City as needed.
Agreement with Cagwin & Dorward, LLC/Exhibit A-Scope of Services Page 9 Rev. 07-01-18
5.6. Asset Management:
5.6.1. Contractor will be held accountable for any and all City assets which are part of the work being provided.
5.6.2. Upon verification of project quantities, Contractor will maintain all City assets in a healthy, operable and safe condition throughout the life of the contract.
5.6.3. If any City-owned asset is damaged or destroyed by others, the Contractor will report said damage and the causes for it within a maximum five (5) working day period. The City will verify the cause and loss based on the Contractor’s report. If the Contractor is unable to substantiate the cause or neglects to report such occurrences, the cost of replacement will be borne by the Contractor
5.7. Maintenance Deficiencies:
5.7.1. Contractor will be notified by phone or email when work has not been completed as per specifications herein.
5.7.2. If Contractor has not responded to make required corrections within one business day, the City’s Representative will have the authority to take action to perform the work necessary to bring the facility to a proper condition and the Contractor will be charged for the cost of these services. The charges will be deducted from the following monthly bill.
6. Preservation of Property
6.1. Contractor will exercise due care to avoid injury to existing facilities, adjacent property and real or personal property in the performance of work under this contract.
7. Protection of General Public (i.e. barricades and cones)
7.1. Wherever it is necessary, Contractor will be required to keep and maintain at Contractor’s sole cost and expense during the course of operations on his project, such warnings, signs, and barriers as maybe required to protect the public. The provisions of the preceding sentence will not impose any liability upon the City and are for the express benefit of the general public.
Agreement with Cagwin & Dorward, LLC/Exhibit B1-Compensation Page 1 Rev. 07-01-18
EXHIBIT B1
COMPENSATION
1. MAXIMUM COMPENSATION
The maximum amount payable for all products and services provided under this Agreement shall not exceed Eighty-Three Thousand Nine Hundred Six Dollars ($83,906) during the Initial One-Year Term. No additional services will be performed unless both parties execute an Amendment outlining the services requested and the compensation agreed for such services.
The following table is the estimated spend based on the Tree Care Plan specified in Exhibit B3:
Description Amount
Tree Care Plan Estimated Spend Initial One-Year Term (Exhibit B3) $72,962 Total for Tree Care Plan $72,962
Contingency $10,944
Maximum Not-To-Exceed Compensation for Initial One-Year Term $83,906
2. Estimated Spend for Years 2 to 5
2.1. The following table is the estimated spend based on the Tree Care Plan specified in Exhibit B3 for Years 2 to 5:
Description Amount
Tree Care Plan Estimated Spend Year 2 (Option 1 of 4) (Exhibit B3) $82,690 Tree Care Plan Estimated Spend Year 3 (Option 2 of 4) (Exhibit B3) $81,810 Tree Care Plan Estimated Spend Year 4 (Option 3 of 4) (Exhibit B3) $79,392 Tree Care Plan Estimated Spend Year 5 (Option 4 of 4) (Exhibit B3) $80,422
3. RATES
Compensation shall be paid to Contractor for the Term of the agreement in accordance with the rates listed in Exhibit B2.
4. INVOICING REQUIREMENTS
4.1. Contractor will invoice the city on a monthly basis for services provided by contractor during the preceding month on an invoice and in a format approved by the city and subject to verification and approval by the city. City will pay contractor within thirty (30) days of city’s receipt of an approved invoice.
4.2. Contractor will submit the invoice(s) via email to the city’s representative.
Agreement with Cagwin & Dorward, LLC/Exhibit B1-Compensation Page 2 Rev. 07-01-18
4.3. The city will incur no obligation for out of scope work that is not authorized in advance in writing. These monthly invoices will provide a breakdown of cost of the work performed and will have an attachment itemizing the work completed.
Invoices will include at a minimum the following:
4.3.1. Date of Service;
4.3.2. Description of Service;
4.3.3. Unit Pricing;
4.3.4. Quantities or hours;
4.3.5. Extended Price and Total; and
4.3.6. Any other pertinent information.
5. PRICING
5.1. All pricing is firm fixed for the initial one-year term of this Agreement and for the four one year options.
5.2. After the Initial Term, the City reserves the right to extend this Agreement for four (4) one year options pursuant to Section 2.B. of this Agreement, subject to the appropriation of funds.
5.3. City shall provide contractor prior written notice in the form of Exhibit E of its intention to exercise its option for the next term prior to the end of the then current term.
Agreement with Cagwin & Dorward, LLC/Exhibit B2-Rates Page 1 Rev. 07-01-18
EXHIBIT B2
RATES
SECTION A. PROGRAMMED TREE PRUINING SERVICES
Item
No. Description UOM
Initial
One- Year
Term Unit
Price
Year 2
(Option 1
of 4) Unit
Price
Year 3
(Option 2
of 4) Unit
Price
Year 4
(Option 3
of 4) Unit
Price
Year 5
(Option 4
of 4) Unit
Price
1 3" to 6" DBH Per Tree $56.00 $57.68 $59.41 $61.19 $63.03 2 7" to 12" DBH Per Tree $112.00 $115.36 $118.82 $122.39 $126.06 3 13" to 24" DBH Per Tree $168.00 $173.04 $178.23 $183.58 $189.09 4 25" to 36" DBH Per Tree $280.00 $288.40 $297.05 $305.96 $315.14 5 37" to 48" DBH Per Tree $448.00 $461.44 $475.28 $489.54 $504.23 6 49" + DBH Per Tree $728.00 $749.84 $772.34 $795.51 $819.37 SECTION B. AS-NEEDED TREE PRUINING
Item
No. Description UOM
Initial
One- Year
Term Unit
Price
Year 2
(Option 1
of 4) Unit
Price
Year 3
(Option 2
of 4) Unit
Price
Year 4
(Option 3
of 4) Unit
Price
Year 5
(Option 4
of 4) Unit
Price
8 3" to 6" DBH Per Tree $56.00 $57.68 $59.41 $61.19 $63.03 9 7" to 12" DBH Per Tree $112.00 $115.36 $118.82 $122.39 $126.06 10 13" to 24" DBH Per Tree $168.00 $173.04 $178.23 $183.58 $189.09 11 25" to 36" DBH Per Tree $280.00 $288.40 $297.05 $305.96 $315.14 12 37" to 48" DBH Per Tree $448.00 $461.44 $475.28 $489.54 $504.23 13 49" + DBH Per Tree $728.00 $749.84 $772.34 $795.51 $819.37 SECTION C. PROGRAMMED PALM TREE PRUINING
Item
No. Description UOM
Initial
One- Year
Term Unit
Price
Year 2
(Option 1
of 4) Unit
Price
Year 3
(Option 2
of 4) Unit
Price
Year 4
(Option 3
of 4) Unit
Price
Year 5
(Option 4
of 4) Unit
Price
15 California Fan Palm Per Tree $132.00 $135.96 $140.04 $144.24 $148.57 16 Canary Island Date Palm Per Tree $376.00 $387.28 $398.90 $410.87 $423.19
I I I I I I
Agreement with Cagwin & Dorward, LLC/Exhibit B2-Rates Page 2 Rev. 07-01-18
Item
No. Description UOM
Initial
One- Year
Term Unit
Price
Year 2
(Option 1
of 4) Unit
Price
Year 3
(Option 2
of 4) Unit
Price
Year 4
(Option 3
of 4) Unit
Price
Year 5
(Option 4
of 4) Unit
Price
17 Mediterranean Fan Palm Per Tree $132.00 $135.96 $140.04 $144.24 $148.57 18 Mexican Fan Palm Per Tree $132.00 $135.96 $140.04 $144.24 $148.57 19 Queen Palm Per Tree $132.00 $135.96 $140.04 $144.24 $148.57 20 Windmill Palm Per Tree $66.00 $67.98 $70.02 $72.12 $74.28 SECTION D. PROGRAMMED TREE REMOVAL (INCLUDING STUMP GRINDING) Item
No. Description UOM
Initial
One- Year
Term Unit
Price
Year 2
(Option 1
of 4) Unit
Price
Year 3
(Option 2
of 4) Unit
Price
Year 4
(Option 3
of 4) Unit
Price
Year 5
(Option 4
of 4) Unit
Price
22 7" to 12" DBH Per Tree $448.00 $461.44 $475.28 $489.54 $504.23 23 13" to 24" DBH Per Tree $672.00 $692.16 $712.92 $734.31 $756.34 24 25" to 36" DBH Per Tree $1,120.00 $1,153.60 $1,188.21 $1,223.85 $1,260.57 25 37" to 48" DBH Per Tree $1,792.00 $1,845.76 $1,901.13 $1,958.17 $2,016.91 26 49" + DBH Per Tree $2,912.00 $2,999.36 $3,089.34 $ 3,182.02 $3,277.48 SECTION E. AS-NEEDED TREE REMOVAL (INCLUDING STUMP GRINDING) Item
No. Description UOM
Initial
One- Year
Term Unit
Price
Year 2
(Option 1
of 4) Unit
Price
Year 3
(Option 2
of 4) Unit
Price
Year 4
(Option 3
of 4) Unit
Price
Year 5
(Option 4
of 4) Unit
Price
28 7" to 12" DBH Per Tree $448.00 $461.44 $475.28 $489.54 $504.23 29 13" to 24" DBH Per Tree $672.00 $692.16 $712.92 $734.31 $756.34 30 25" to 36" DBH Per Tree $1,120.00 $1,153.60 $1,188.21 $1,223.85 $1,260.57 31 37" to 48" DBH Per Tree $1,792.00 $1,845.76 $1,901.13 $1,958.17 $2,016.91 32 49" + DBH Per Tree $2,912.00 $2,999.36 $3,089.34 $3,182.02 $3,277.48 Agreement with Cagwin & Dorward, LLC/Exhibit B2-Rates Page 3 Rev. 07-01-18
SECTION F. EMERGENCY TREE SERVICES
Item
No. Description UOM
Initial
One- Year
Term Unit
Price
Year 2
(Option 1
of 4) Unit
Price
Year 3
(Option 2
of 4) Unit
Price
Year 4
(Option 3
of 4) Unit
Price
Year 5
(Option 4
of 4) Unit
Price
34 Three-person Crew and Bucket Hour $436.80 $449.90 $463.40 $477.30 $491.62 35 90-FT Bucket Hour $300.00 $309.00 $318.27 $327.82 $337.65 SECTION G. ADDITIONAL SERVICES AND WORK
Item
No. Description UOM
Initial
One- Year
Term
Hourly
Rate
Year 2
(Option 1
of 4)
Hourly
Rate
Year 3
(Option 2
of 4)
Hourly
Rate
Year 4
(Option 3
of 4)
Hourly
Rate
Year 5
(Option 4
of 4)
Hourly
Rate
37 Three-Person Crew and Bucket Hour $336.00 $346.08 $356.46 $367.16 $378.17 38 90-FT Bucket (7AM - 5PM) (Rental) Hour $300.00 $309.00 $318.27 $327.82 $337.65 39 Crane Services (7AM - 5PM) Hour $387.50 $399.13 $411.10 $423.43 $436.13 Item
No. Description UOM
Initial
One- Year
Term
Hourly
Rate/Mark
up
Year 2
(Option 1
of 4)
Rate/Mar
kup
Year 3
(Option 2
of 4)
Rate/Mark
up
Year 4
(Option 3
of 4)
Rate/Mark
up
Year 5
(Option 4
of 4)
Rate/Mar
kup
40 Evaluations by Certified Arborist with
Recommendations Hour $175. 00 $180.25 $185.66 $191.23 $196.96 41 Plant Health Care - Fertilization, Deep
Root Injection Hour $150. 00 $154.50 $159.14 $163.91 $168.83 42 Plant Health Care - Insecticide
Injection Hour $150. 00 $154.50 $159.14 $163.91 $168.83 43 Cabling, Bracing, Through Rod
Installation (Two-Person Crew) Hour $230. 00 $236.90 $244.01 $251.33 $258.87 Agreement with Cagwin & Dorward, LLC/Exhibit B2-Rates Page 4 Rev. 07-01-18
Item
No. Description UOM
Initial
One- Year
Term
Hourly
Rate/Mark
up
Year 2
(Option 1
of 4)
Rate/Mar
kup
Year 3
(Option 2
of 4)
Rate/Mark
up
Year 4
(Option 3
of 4)
Rate/Mark
up
Year 5
(Option 4
of 4)
Rate/Mar
kup
44 Materials/Supplies/Third Party Services
%
Markup
Over
Cost
25% 25% 25% 25% 25%
Agreement with Cagwin & Dorward, LLC /Exhibit B3-Five Year Tree Care Plan with Annual Estimate Spend Page 1 Rev. 07-01-18
EXHIBIT B3
FIVE YEAR TREE CARE PLAN WITH ANNUAL ESTIMATE SPEND
1. Year 1 Tree Care Plan
Tree Type Qty Cost Service
American
Sycamore 35 $11,760.00 Prune for weight reduction, deadwood and provide all clearances Mexican Fan
Palm 52 $6,864.00 Prune to remove dead fronds and flowers/fruit California
Fan Palm 10 $1,320.00 Prune to remove dead fronds and flowers/fruit Queen Palm 14 $1,848.00 Prune to remove dead fronds and flowers/fruit Southern
Magnolia 8 $1,792.00 Prune for weight reduction, deadwood and provide all clearances Aleppo Pine 50 $22,400.00
Prune to reduce heavy limb weight, crown clean deadwood and provide all c
learances (High priority trees adjacent to Tasman, Great America Pkwy and along back driveway as determined by the staff Certified Arborist at the time of pruning)
Olive 21 $7,056.00 Heavy prune to reduce olive production. Shape as needed for app earance.
Aleppo Pine 2 $4,480.00 Remove (1 is dead and 1 is leaning over the parking lot) Hedge 1 $1,792.00 Side trim, reduce/maintain height/shape. With Bucket Lift.
Hornbeam 74 $2,400.00 Insect treatment Spring 2023
Crape Myrtle 71 $2,400.00 Insect treatment Spring 2023
Kwanzan
Cherry 16 $450.00 Insect treatment Spring 2023
Olive 21 $600.00 Olive reduction treatment spring 2023
Agreement with Cagwin & Dorward, LLC /Exhibit B3-Five Year Tree Care Plan with Annual Estimate Spend Page 2 Rev. 07-01-18
Tree Type Qty Cost Service
Various trees 329 $7,800.00
Deep root fertilize for health and vigor (196 Aleppo Pine, 71 Crape Myrtle, 30 Chinese Pistache, 14 Queen Palm, 8 Southern Magnolia, 5 California Redwood, 2 Stone Pine, 2 Blue Spruce, 1 Deodar Cedar)
Year 1 Total
Budget $72,962.00
2. Year 2 Tree Care Plan
Tree Type Qty Cost Service
American
Sycamore 35 $12,075.00 Prune for weight reduction, deadwood and provide all clearances Mexican Fan
Palm 52 $7,069.92 Prune to remove dead fronds and flowers/fruit California Fan
Palm 10 $1,359.60 Prune to remove dead fronds and flowers/fruit Queen Palm 14 $1,903.44 Prune to remove dead fronds and flowers/fruit Crape Myrtle 71 $20,412.50 Prune for crown reduction, deadwood and provide all clearances Chinese
Pistache 30 $8,625.00 Prune for weight reduction, deadwood and provide all clearances Aleppo Pine 40 $18,400.00 Prune to reduce heavy limb weigh, crown clean deadwood and provide all clearances (Along service driveway behind properties)
Hedge 1 $1,840.00 Side trim, reduce/maintain height/shape. With Bucket Lift.
Hornbeam 74 $2,480.00 Insect treatment Spring 2023
Crape Myrtle 71 $2,480.00 Insect treatment Spring 2023 Kwanzan
Cherry 16 $465.00 Insect treatment Spring 2023
Olive 21 $620.00 Olive reduction treatment spring 2023 Agreement with Cagwin & Dorward, LLC /Exhibit B3-Five Year Tree Care Plan with Annual Estimate Spend Page 3 Rev. 07-01-18
Tree Type Qty Cost Service
Various trees 216 $4,960.00
Deep root fertilize for health and vigor (52 Mexican Fan Palm, 35 American Sycamore, 30 Chinese Pistache, 26 Carob, 10 California Fan Palm, 27 Wildmill Palm,14 Queen Palm, 9 Canary Island Date Palm, 8 Southern Magnolia, 5 California Redwood)
Year 2 Tree Care
Plan Estimate Spend $82,690.46
3. Year 3 Tree Care Plan
Tree Type Qty Cost Service
American
Sycamore 35 $12,075.00 Prune for weight reduction, deadwood and provide all clearances Mexican Fan
Palm 52 $7,282.08 Prune to remove dead fronds and flowers/fruit California Fan
Palm 10 $1,400.40 Prune to remove dead fronds and flowers/fruit Queen Palm 14 $1,960.56 Prune to remove dead fronds and flowers/fruit Windmill Palm 27 $1,890.54 Prune to remove dead fronds and flowers/fruit Canary Island
Date Palm 9 $3,590.10 Prune to remove dead fronds and flowers/fruit Aleppo Pine 10 $4,720.00 Prune to reduce heavy limb weigh, crown clean deadwood and provide all clearances (Along service driveway behind properties) European
Hornbean 74 $17,464.00 Prune for all clearances and crown clean deadwood only Carob Trees 26 $9,204.00 Prune for weight reduction, deadwood and provide all clearances Kawanzan
Cherry 16 $1,888.00 Prune for weight reduction, deadwood and provide all clearances California
Redwood 5 $1,770.00 Prune for all clearances and crown clean deadwood only Agreement with Cagwin & Dorward, LLC /Exhibit B3-Five Year Tree Care Plan with Annual Estimate Spend Page 4 Rev. 07-01-18
Tree Type Qty Cost Service
Stone Pine 2 $944.00 Prune for weight reduction, deadwood and provide all clearances Blue Spruce 2 $944.00 Prune for weight reduction, deadwood and provide all clearances Deodar Cedar 1 $472.00 Prune for weight reduction, deadwood and provide all clearances Hedge 1 $1,840.00 Side trim, reduce/maintain height/shape. With Bucket Lift.
Hornbeam 74 $2,480.00 Insect treatment Spring 2023
Crape Myrtle 71 $2,480.00 Insect treatment Spring 2023 Kwanzan Cherry 16 $465.00 Insect treatment Spring 2023 Olive 21 $620.00 Olive reduction treatment spring 2023 Various trees 329 $8,320.00
Deep root fertilize for health and vigor (196 Aleppo Pine, 71 Crape Myrtle, 30 Chinese Pistache, 14 Queen Palm, 8 Southern Magnolia, 5 California Redwood, 2 Stone Pine, 2 Blue Spruce, 1 Deodar Cedar)
Year 3 Tree Care Plan
Estimate Spend $81,809.68
4. Year 4 Tree Care Plan
Tree Type Qty Cost Service
American
Sycamore 35 $12,810.00 Prune for weight reduction, deadwood and provide all clearances Mexican Fan
Palm 52 $7,500.48 Prune to remove dead fronds and flowers/fruit California Fan
Palm 10 $1,442.40 Prune to remove dead fronds and flowers/fruit Queen Palm 14 $2,019.36 Prune to remove dead fronds and flowers/fruit Southern
Magnolia 8 $1,952.00 Prune for weight reduction, deadwood and provide all clearances Aleppo Pine 50 $24,400.00 Prune to reduce heavy limb weight, crown clean deadwood and provide all clearances (High priority trees adjacent to Tasman, Great America Agreement with Cagwin & Dorward, LLC /Exhibit B3-Five Year Tree Care Plan with Annual Estimate Spend Page 5 Rev. 07-01-18
Tree Type Qty Cost Service
Pkwy and along back driveway as determined by the staff Certified Arborist at the time of pruning)
Olive 21 $7,686.00 Heavy prune to reduce olive production. Shape as needed for appearance.
Chinese
Pistache 30 $8,625.00 Prune for weight reduction, deadwood and provide all clearances Hedge 1 $1,952.00 Side trim, reduce/maintain height/shape. With Bucket Lift.
Hornbeam 74 $2,480.00 Insect treatment Spring 2023
Crape Myrtle 71 $2,480.00 Insect treatment Spring 2023 Kwanzan
Cherry 16 $465.00 Insect treatment Spring 2023
Olive 21 $620.00 Olive reduction treatment spring 2023 Various trees 216 $4,960.00
Deep root fertilize for health and vigor (52 Mexican Fan Palm, 35 American Sycamore, 30 Chinese Pistache, 26 Carob, 10 California Fan Palm, 27 Wildmill Palm,14 Queen Palm, 9 Canary Island Date Palm, 8 Southern Magnolia, 5 California Redwood)
Year 4 Tree Care
Plan Estimated
Spend
$79,392.24
5. Year 5 Tree Care Plan
Tree Type Qty Cost Service
American
Sycamore 35 $13,230.00 Prune for weight reduction, deadwood and provide all clearances Mexican Fan
Palm 52 $7,725.64 Prune to remove dead fronds and flowers/fruit California Fan
Palm 10 $1,485.70 Prune to remove dead fronds and flowers/fruit Queen Palm 14 $2,079.98 Prune to remove dead fronds and flowers/fruit Agreement with Cagwin & Dorward, LLC /Exhibit B3-Five Year Tree Care Plan with Annual Estimate Spend Page 6 Rev. 07-01-18
Tree Type Qty Cost Service
Crape Myrtle 71 $22,365.00 Prune for crown reduction, deadwood and provide all clearances Aleppo Pine 40 $20,160.00 Prune to reduce heavy limb weigh, crown clean deadwood and provide all clearances (Along service driveway behind properties)
Hedge 1 $2,016.00 Side trim, reduce/maintain height/shape. With Bucket Lift.
Hornbeam 74 $2,560.00 Insect treatment Spring 2023
Crape Myrtle 71 $2,560.00 Insect treatment Spring 2023 Kwanzan
Cherry 16 $480.00 Insect treatment Spring 2023
Olive 21 $640.00 Olive reduction treatment spring 2023 Various trees 216 $5,120.00
Deep root fertilize for health and vigor (52 Mexican Fan Palm, 35 American Sycamore, 30 Chinese Pistache, 26 Carob, 10 California Fan Palm, 27 Wildmill Palm,14 Queen Palm, 9 Canary Island Date P alm, 8 Southern Magnolia, 5 California Redwood)
Year 5 Tree Care Plan
Estimated Spend $80,422.32
Agreement with Cagwin & Dorward, LLC/Exhibit C-Insurance Requirements Page 1 Rev. 07-01-18
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor will provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but will in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage will be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits will be at least as broad as the underlying coverage and will otherwise follow form.
3. The following provisions will apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage will be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There will be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage will apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage will apply to all owned, non-owned and hired autos.
Agreement with Cagwin & Dorward, LLC/Exhibit C-Insurance Requirements Page 2 Rev. 07-01-18
C. WORKERS’ COMPENSATION
1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement will not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Contractor will contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess will be considered excess insurance only and will not be called upon to contribute with Contractor’s insurance.
3. Cancellation.
a. Each insurance policy will contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums will be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice will be given at least ten (10) days prior to the effective date of non-renewal.
Agreement with Cagwin & Dorward, LLC/Exhibit C-Insurance Requirements Page 3 Rev. 07-01-18
b. Each insurance policy will contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums will be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice will be given at least thirty (30) days prior to the effective date of non- renewal.
4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.
E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor 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 Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There will be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) will, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage will be maintained with insurers, and under forms of policies, Agreement with Cagwin & Dorward, LLC/Exhibit C-Insurance Requirements Page 4 Rev. 07-01-18
satisfactory to City and as described in this Agreement. Contractor will file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.
G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker will provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage will be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.
Upon City’s request, Contractor will submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement will be emailed to:
[email protected]
Or mailed to:
EBIX Inc.
City of Santa Clara Department of Public Works (Facilities Division) P.O. Box 100085 – S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor will have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or will be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Agreement with Cagwin & Dorward, LLC/Exhibit D-Labor Compliance Page 1 Rev. 07-01-18
EXHIBIT D
LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.
I. Prevailing Wage Requirements
1. Contractor will be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk’s office, which will be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.
2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.
3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required.
Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .
4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio will be paid the full journeyman wages for the classification of work performed.
5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term “certified payroll” will include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified payroll, Agreement with Cagwin & Dorward, LLC/Exhibit D-Labor Compliance Page 2 Rev. 07-01-18
fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.
6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors will be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters will also result in the withholding of progress, retention and/or final payment.
7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].
8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered “public works contractor” with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.
9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a “public works contractor”. Those you fail to register and maintain their status as a public works contractor will not be permitted to perform work on the project.
10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney’s fee relating to such fine.
11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
J. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum will be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents will be provided to City for audit at City Hall when it is Agreement with Cagwin & Dorward, LLC/Exhibit D-Labor Compliance Page 3 Rev. 07-01-18
practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents will be made available at Contractor’s address indicated for receipt of notices in this Agreement.
K. Enforcement
1. City will withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.
2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.
3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor’s failure to fully perform its obligations under these provisions will not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.
City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements.
These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.
Agreement with Cagwin & Dorward, LLC/Exhibit E-Notice of Exercise of Option Page 1 Rev. 07-01-18
EXHIBIT E
NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT
AGREEMENT TITLE:
CONTRACTOR:
DATE:
Pursuant to Section __ of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:
OPTION NO. # of #
NEW OPTION TERM
Begin date:
End date:
CHANGES IN RATE OF COMPENSATION
Percentage change in CPI upon which adjustment is based:
Pursuant to Section ___ of the Agreement the rates of compensation are hereby adjusted as follows:
(use attachment if necessary)
MAXIMUM COMPENSATION for New Option Term:
For the option term exercised by this Notice, City will pay Contractor an amount not to exceed the amount set forth above for Contractor’s services and reimbursable expenses, if any. The undersigned signing on behalf of the City of Santa Clara hereby certifies that an unexpended appropriation is available for the term exercised by this Notice, and that funds are available as of the date of this signature.
Approved as to Form:
Dated:
Office of the City Attorney
City of Santa Clara
Rajeev Batra
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
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