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CC SR 20160719 N - West Coast Arborists Agmt for Tree Trimming ServicesRANCHO PALOS VERDES CITY COUNCIL MEETING DATE: 07/19/2016 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA DESCRIPTION: Consideration and possible action to award a maintenance agreement to West Coast Arborists, Inc., for tree trimming services. RECOMMENDED COUNCIL ACTION: (1) Award a "piggyback" Maintenance Agreement for Tree Trimming Services in the amount of $388,310 for FY16-17 through FY18-19 to West Coast Arborists, Inc.; (2) Approve the additional appropriation request of $58,400; and (3) Authorize the Mayor and City Clerk to execute the Maintenance Agreement, subject to approval as to form by the City Attorney. FISCAL IMPACT: The total cost of the three-year agreement is $1,140,930, for an annual not -to -exceed cost of $388,310 in the first year, and $376,310 in the second and third years. Amount Budgeted: $330,000 Additional Appropriation: $58,400 Account Number(s): 203-3010-431-43.00, 202-3003-431-43.00 and 213-3013-431-43.00 ORIGINATED BY: Sean Larvenz, Maintenance Superintendent REVIEWED BY: Michael Throne, PE, Director of Public Works APPROVED BY: Doug Willmore, City ManagerV ATTACHED SUPPORTING DOCUMENTS: A. Draft Maintenance Agreement — West Coast Arborists, Inc. (page A-1) B. Proposal Letter — West Coast Arborists, Inc. (page B-1) C. Price Schedule — West Coast Arborists, Inc. (page C-1) D. City of Lomita Schedule of Compensation (page D-1) E. City of Lomita RFP (page E-1) F. City of Lomita Agreement (page F-1) BACKGROUND AND DISCUSSION: The City of Rancho Palos Verdes (RPV) uses contract services to provide tree trimming and view restoration services throughout the City. The current contract for tree trimming and view restoration services expired on June 30, 2016, and is currently operating on a month-to-month basis. The City has worked with West Coast Arborists (WCA) for many years and has maintained a successful relationship. The new contract reflects a rate increase of approximately 30% over the previous agreement. This increase is the result 1 of a recent Department of Industrial Relations ruling, which increased the prevailing wage rate by 31 %. Staff is requesting to waive the formal bidding process and allow use of the Cooperative Purchase ("piggyback") process consistent with the City's Purchasing Policy. The City has the authority to utilize the Cooperative Purchasing method based on RPVMC 2.44.050, which states that "[the] city manager may purchase services, supplies and equipment for which the city would normally follow its own bid procedures from a vendor awarded a bid by another public agency if said agency utilized procedures substantially the same as those normally utilized by the city. The amount of said purchase shall be based on the price bid in the other jurisdiction." The City of Lomita issued a formal request for proposals (RFP) for tree maintenance services in Fall 2015, which included tree inventory, tree trimming/pruning, tree and stump removal, and planting. After reviewing the proposals, the City of Lomita awarded an agreement for tree maintenance services to West Coast Arborists, Inc. on December 9, 2015 (Attachments D, E & F). Staff has reviewed the City of Lomita's bid process and has determined that it is substantially similar to RPV bid procedures. As such, RPV may opt to use the Cooperative Purchasing method to obtain West Coast Arborist's services. West Coast Arborists, Inc. has agreed to provide similar tree care services to RPV, consistent with the terms and conditions set forth in the City of Lomita proposal. The proposed agreement is for a period of three years, FY16-17 to FY18-19, with three, one-year extension options, based on contractor performance and mutual consent. Option year rates may be adjusted to accommodate prevailing wage determinations as issued by the California Department of Industrial Relations (DIR). Under this proposed agreement, the level of service provided to RPV will remain at the same level it was under the previous agreement. West Coast Arborists, Inc. and all other similar tree service providers are subject to a recent DIR prevailing -wage requirement which increased the prevailing wage rate by 31 percent. This increase in prevailing wage rates is reflected in the new unit pricing offered to the City. Due to this increase in price, the amount budgeted for FY16-17 is insufficient to fully fund the contract at the current level of service. Staff is requesting an additional appropriation of $58,400, apportioned across the three accounts which currently fund the contract (Waste Reduction, 1972 Act Street Lighting, and Gas Tax). The additional funding will be allocated as indicated in the following table: Account No. Fund Name FY16-17 Budget Additional Appropriation Requested Revised Budget 213-3013-431-43 Waste Reduction $70,000 $14,097 $84,097 203-3010-431-43 1972 Act Street Lighting $160,000 $32,221 $192,221 202-3003-431-43 Gas Tax (View Restoration) $60,000 $12,083 $72,083 202-3003-431-43 Gas Tax (GIS Survey) $40,000 $0 $40,000 TOTAL $330,000 $58,400 $388,400 2 ALTERNATIVES: In addition to the Staff recommendations, the following alternative actions are available for the City Council's consideration: 1. Award the agreement without the additional appropriation request and reduce service levels correspondingly. 2. Reject the Cooperative Purchasing proposal and go out to bid. 3. Take other action, as deemed appropriate by the City Council. 9 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and A-1 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND WEST COAST ARBORISTS, INC. THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this day of , 2016 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and West Coast Arborists, Inc. ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties". RECITALS A. Section 2.44.050 of the City of Rancho Palos Verdes' Municipal Code allows the City to utilize a cooperative purchasing method of obtaining services. Section 2.44.050 reads in full, "The city manager may purchase services, supplies and equipment for which the city would normally follow its own bid procedures from a vendor awarded a bid by another public agency if said agency utilized procedures substantially the same as those normally utilized by the city. The amount of said purchase shall be based on the price bid in the other jurisdiction." B. The City of Lomita issued a formal request for proposal for tree maintenance services, to include tree inventory, tree trimming/pruning, tree and stump removal, and planting. After reviewing the proposals, the City of Lomita awarded an agreement for tree maintenance services to West Coast Arborists, Inc. on December 9, 2015. C. The City of Lomita's bid procedures are substantially similar to the City of Rancho Palos Verdes' bid procedures. Consultant has agreed to provide similar tree care services to the City of Rancho Palos consistent with the prices, terms and conditions set forth in the City of Lomita Proposal. D. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority to enter into and execute this Agreement. E. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or A-2 "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 01203.0006/303648.1 -2- A-3 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit `B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit `B" and any other provisions of this Agreement, the provisions of Exhibit `B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for 01203.0006/303648.1 -3- A-4 actual expenses, shall not exceed One Million, One Hundred Forty Thousand, Nine Hundred Thirty Dollars ($1,140,930.00) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 01203.0006/303648.1 -4- A-5 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit «D„ 01203.0006/303648.1 -5- A-6 ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: (Name) (Title) (Name) (Title) (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 01203.0006/303648.1 -6- A-7 4.3 Contract Officer. The Contract Officer shall be [Sean Larvenz or] such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) Commercial General Liability Insurance (Occurrence Form CG0001 or e uivalent). A policy of comprehensive general liability insurance written on a per occurrence 01203.0006/303648.1 -7- 8 basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87,) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self- insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. 01203.0006/303648.1 -8- A-9 No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Consultant Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. -9- A-10 01203.0006/303648.1 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 01203.0006/303648.1 -10- A-11 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") 01203.0006/303648.1 -11- A-12 prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentialitv and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 01203.0006/303648.1 -12- A-13 ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes, Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any 01203.0006/303648.1 - 13 - A-14 right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either parry of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either parry of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate -14- A-15 01203.0006/303648.1 such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 7.10 Liquidated Damages Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of Six Hundred Dollars ($600.00 as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any -ls- A-16 01203.0006/303648.1 State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third parry any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. -16- A-17 01203.0006/303648.1 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not 01203.0006/303648.1 -17- A-18 violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] - is - A-19 01203.0006/303648.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. ATTEST: , City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP David J. Aleshire, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation CONSULTANT: By: Name: Title: Lo Name: Title: Address: , Mayor Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01203.0006/303648.1 _19- A-20 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2015 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01203.0006/303648.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE A-21 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2015 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01203.0006/303648.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE A-22 EXHIBIT "A" SCOPE OF SERVICES I. Consultant shall perform all of the work and comply with all of the specifications and requirements in the "General Provisions" and "Special Provisions" included in the bid documents for the project entitled TREE TRIMMING/MAINTENANCE PROJECT FY 16- 17, 17-18, 18-19 including any documents or exhibits referenced therein. This work shall include the following services: A. West Coast Arborists, Inc. shall furnish all materials, equipment, tools, labor, and incidentals as required by the specifications and contract documents. The general items of work include tree trimming, tree and stump removal, tree planting and watering, after hours service response, access to tree management software, and a GPS/GIS survey of all City trees, with an annual not -to -exceed amount of $388,310, and with a three-year base contract not -to -exceed amount of $1,140,930, such services to be compensated for pursuant to Section A of Exhibit "C," Schedule of Compensation. Payment shall be disbursed monthly, based on invoice for actual City verified services rendered. II. As part of the Services, West Coast Arborists, Inc. will prepare and deliver the following tangible work products to the City: A. Survey of City owned trees: West Coast Arborists, Inc. shall perform a survey of City owned trees utilizing GPS and GIS systems. Data gathered in this survey shall be collected in a format compatible with the City's GIS system and shall become the property of the City. III. In addition to the requirements of Section 6.2, during performance of the Services, West Coast Arborists, Inc. shall keep the City appraised of the status of performance by providing access to and data from their tree inventory software. IV. All work product is subject to review and acceptance by the City, and must be revised by West Coast Arborists, Inc. without additional charge to the City until found satisfactory and accepted by City. 01203.0006/303648.1 A-23 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I. Section 1.5 titled "Familiarity with Work" is amended to read as follows: (a) By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. (b) Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, and will materially affect the performance of the services hereunder. (c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.10 of this Agreement. (d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties. (e) City will compensate Contractor to the extent required by Government Code Section 4215 by issuing a change order per Section 1.8 of this Agreement. 01203.0006/303648.1 A-24 II. Section 1.8 titled "Additional Services" is replaced with Section 1.8 titled "Additional Work and Change Orders" to read as follows: (a) City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor ("Change Order"). All Change Orders must be signed by the Contractor and Contract Officer prior to commencing the extra work thereunder. (b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty (180) days; and does not materially affect the Work and which are not detrimental to the Work or to the interest of the City, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit "C". If the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows: (i) Labor: the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted. (ii) Materials and Equipment: the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City's sole and absolute discretion, waive the Contractor's rights for that day. 01203.0006/303648.1 A-25 (d) It is expressly understood by Contractor that the provisions of this Section 1.8 shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. (e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. III. Section 1.10 titled "Compliance with California Labor Law" is added in its entirety to read as follows: (e) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation. (f) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement. (g) Penalty for Failure to Pay Prevailing Wages. 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. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, 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. (h) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as 01203.0006/303648.1 A-26 specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (i) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. 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 sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. 0) Eight -Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. (k) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1'/2) times the basic rate of pay. (1) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor 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." Contractor's Authorized Initials (i) Contractor's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for 01203.0006/303648.1 A-27 such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. IV. The first paragraph of Section 2.4, Invoices, is hereby amended to read as follows (new text is identified in underline, deleted text is identified by strikethrough): Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance and/or Director of Public Works. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. IV. Section 5.5 titled "Performance and Payment Bonds" is added to read as follows: Concurrently with execution of this Agreement Contractor shall deliver to the City, the following_ (a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement. (b) A payment bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement. Both the performance and payment bonds required under this Section 5.5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement. V. Section 5.6 titled "Release of Securities" is added to read as follows: 01203.0006/303648.1 • City shall release the Performance and Payment Bonds when the following have occurred: (a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; (b) the Work has been accepted; and (c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Payment Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by pplicable law. V. The first paragraph of Section 7.3, Retention of Funds, is hereby amended to read as follows (new text is identified in underline, deleted text is identified by strike through): 01203.0006/303648.1 A-29 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: F,TEfVl ESTIMATED ANNUAL 3 YEAR BASE TERM NO. DESCRIPTION ANNUAL UNIT PRICE UNIT EXTENDED EXTENDED QUANTIFY AMOUNT AMMONT Annual Grid Trimming: g Full Trim Trees in Right of Way and Park 1 locations with/without street access throughout 2500 1--'A $ 63.00 S 157,500.00 ' S 472,500.00 the City. (Inclusive of all species and sizes). Service Request 2 TrimmingNiew too EA $63.00 $6,300.00 $18,900.00 Restoration: 0-6" DBH Service Request 3 TrimmingNiew 1'0 EA $93.00 $13,950.00 $ 41,850.00 Restoration: 7-1$" DBH Service Request 4 TrimmingNicw 150 EA $173.00 $25,950.00 $77.850.00 Restoration: 19-36" 01203.0006/303648.1 A-30 8 Canary Island Palm ESTIII4ATED EA $ 153.00 ANNUAL 3 YEAR BASE ITEM NO. DESCRIPTION ANNUAL. UNIT PRICE UNIT EXTENDED TERM EXTENDED 9 Other Palm QUANTITY EA $43.00 AMOUNT AMMONT Service Request 5 Trimming/View 75 EA $253.00 $18,975.00 $56,925.00 15 Restoration: 37" DBH & 10 In, $ 853.00 $ 8,530.00 $ 25,590.00 6 icing or Queen Palm 100 EA $43.00 $4,300.00 $12,900.00 16 Trimming, any size 10 In. $ 600.00 $ 6,000.00 $18,000.00 7 Washington Palm 100 EA $ 63.00 $ 6,300.00 $18,900.00 12 Trimming, any size 1000 Dia. In. Dia, $10.00 $10,000.00 $ 30,000.00 8 Canary Island Palm 10 EA $ 153.00 $1,530.00 $ 4,590,00 Trimming, any size 9 Other Palm 115 EA $43.00 $1,075.00 $3,225.00 Trimming 101000 Tree and Stump Removal Dia. In. Per Dia. $ 24.00 $ 24,000.00 $ 72,000.00 15 0-24" DBH 10 In, $ 853.00 $ 8,530.00 $ 25,590.00 I' Tree and Stump Removal 1000 Dia, In Per Dia, $34.00 $ 34,000.00 $102,000.00 16 Over 25" DBH 10 In. $ 600.00 $ 6,000.00 $18,000.00 Per 12 Stump Removal Only 1000 Dia. In. Dia, $10.00 $10,000.00 $ 30,000.00 crew with equipment In. 18 Tree Planting — 15 Gal. 40 Per $140.00 $ 5,6a0.aa $16,800.00 13 Tree (includes labor, tree 80 EA $153.00 $12,240.00 $36,720.00 01203.0006/303648.1 A-31 and 90 day watering) Tree Planting — 24" Box 14 Tree (includes labor, tree 20 EA $253.00 $5,060.00 $15,180.00 and 90 day watering) Tree Planting — 36" Box 15 Tree (includes labor, tree 10 EA $ 853.00 $ 8,530.00 $ 25,590.00 and 90 day watering) 16 Tree Watering 10 PER $ 600.00 $ 6,000.00 $18,000.00 DAY 17 Crew Rental — 3 man 40 Per $ 210.00 $ 8,400.00 $ 25,200.00 crew with equipment Hour 18 Crew Rental — 2 man 40 Per $140.00 $ 5,6a0.aa $16,800.00 crew with equipment Hour 19 Crew Rental — 1 man`? 0 Per $ 70.00 $1,400.00 $ 4,200.00 crew with equipment Hour 01203.0006/303648.1 A-31 II. Retention: NOT USED. III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. IV. The City will compensate West Coast Arborists, Inc. for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. 01203.0006/303648.1 A-32 ESTIMATED ANNUAL 3 YEAR BASE ITEM DESCRIPTION ANNUAL UNIT PRICE UNIT EXTENDED TERM EXTENDED QUANTITY AMOUNT AMMONT Crew Rental — 3 man 20 crew with equipment - 20 Per $240.00 $4,800.00 $14,400.00 Overtime 21 Specialty Equipment 40 Per $120.00 $4,800.00 $14,400.00 Hour Emergency/On Calf Response — 3 man crew Per 22 with equipment — 40 $ 300.00 S 12,000.00 S36,000.00 (evenings, weekends, Hour i and holidays) $ No Fee 23 Tree Inventory I Annu $ No Fee No Fee Software ally 74 GPS/GIS Inventor y 12,000 Per Tree $1.00 $ 12.000.00 12,000.00 (ane time only) Site Tree Inventory Updates Per 25 —(adding new sites 60 Hour $60.00 $ 3,600.00 10,800.00 and/or work history) ,Total Annual Base Bid S 388,310.00 XX Total Three -Year Base Bid XX $1,140,930.00 II. Retention: NOT USED. III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. IV. The City will compensate West Coast Arborists, Inc. for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. 01203.0006/303648.1 A-32 V. The total compensation for the Services for Fiscal Years 2016-2017 through 2018- 2019 shall not exceed $ 1,140,930, as provided in Section 2.1 of this Agreement, and the annual amount shall not exceed $ 388,310. 01203.0006/303648.1 A-33 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Unless earlier terminated in accordance with Article 7 of this Agreement, the term of this Agreement shall be August 1, 2016, to June 30, 2019. The City may opt to extend the term of this Agreement by up to three years, by exercising up to three one-year options, based on Contractor performance and mutual consent. II. West Coast Arborists, Inc. shall perform all work timely in accordance with the following schedule: A. Contractor shall receive work via work order from the Contract Officer and shall perform all work timely and within 15 working days of work order receipt. Work costs shall not exceed $388,310 each fiscal year. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01203.0006/303648.1 A-34 7,/, AN! , Tree Care Professionals Serving Communities Who Care About Trees March 25, 2016 Nicole Jules Deputy Director of Public Works 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 RE: TREE MAINTENANCE SERVICES Dear Ms. Jules, www.WCAINC.com We would like to take a moment to thank you and the City for another successful year. Together we are working diligently to ensure that our mutual goal of improving the City's urban forest is being achieved each day. Just recently, the California Department of Industrial Relations published a new wage classification for Tree Maintenance (Laborer) which will impact not only WCA, but every contractor performing similar maintenance services for public agencies. Please know that WCA, Inc. currently, and has historically, been compliant with the State's prevailing wages. Based on these wage increases and with the contract nearing its expiration, WCA proposes an offer to "piggyback" on another city's formal competitive bid. Recently, the City of Lomita held a formal RFP for Tree Maintenance Services and WCA was awarded a new contract in January 2016. WCA agrees to provide similar tree care services to the City of Rancho Palos Verdes consistent with the terms and conditions set forth in the City of Lomita's contract service agreement. Please note that Lomita's Agreement contains a Cooperative Purchasing Provision that allows the other agencies to piggyback. Attached for your review are copies of Lomita's Price Schedule, RFP, Agreement and City Council Agenda Report. We appreciate your ongoing efforts to make this Agreement a success for both the City and WCA and look forward to continuing our successful business relationship. Should you have any questions, or require additional information please do not hesitate to contact me at (800) 521- 3714. Sincerely, Victor M. Gonzalez Vice -President, Marketing BID SCHEDULE INCLUDES ALL WORK TO BE DONE ON Tree Trimming/Maintenance Project FY 16-17, 17-18, 18-19 IN THE CITY OF RANCHO PALOS VERDES BID SHEET NAME OF COMPANY: WEST COAST ARBORISTS, INC. To the Honorable Mayor and Members of the City Council: In compliance with the City Ordinance 2.44.050— Use of vendors selected by another agency, the undersigned hereby agrees to enter into a contract to furnish all labor, materials, equipment and supplies for the project identified as Tree Trimming/Maintenance Proiect FY 16-17, 17-18, 18-19 in accordance with the specifications and plans in the Contract Documents which are on file in the office of the Director of Public Works of the City of Rancho Palos Verdes to the satisfaction and under the direction of the Director of Public Works at the following prices: C-1 ESTIMATED ANNUAL 3 YEAR BASE ITEM DESCRIPTION ANNUAL UNIT PRICE UNIT EXTENDED TERM QUANTITY EXTENDED AMOUNT AMMONT Annual Grid Trimming: Full Trim Trees in Right of Way and Park 1 locations with/without street access throughout 2500 EA $ 63.00 $ 157,500.00 $ 472,500.00 the City. (Inclusive of all species and sizes). Service Request 2 Trimming/View 100„� $63.00 $6,300.00 $18,900.00 Restoration: 0-6” DBH Service Request 3 TrimmingNiew 1��� 1.A $93.00 $13,950.00 $41,850.00 Restoration: 7-18" DBH Service Request 4 Trimming/View 150 LA 5173.00 $25,950.00 $77,850.00 Restoration. 19-36" C-1 C-2 ESTIMATED ANNUAL 3 YEAR BASE ITEM DESCRIPTION ANNUAL UNIT PRICE UNIT EXTENDED TERM EXTENDED NO. QUANTITY AMOUNT AMMONT Service Request 5 TrimmingNiew 75 EA $253.00 $18,975.00 $56,925.00 Restoration: 37" DBH & 6 King or Queen Palm 100 EA $43.00 $ 4,300.00 $12,900.00 Trimming, any size Washington Patin 7 Trimming, any size 100 EA $ 63.00 $ 6,300.00 $18,900.00 S Canary Island Palm 10 E.A $153.00 $ 1,530.00 $ 4,590.00 Trimming, any size 9 Other Palm 25 EA $ 43.00 $ 1,075.00 $ 3,225.00 Trimming _ 10 Tree and Stump Removal 1000 Dia. In. Per Dia, $ 24.00 $ 24,000.00 o $ 72,000.00 0-24" DBH In. 11 Tree and Stump Removal 1000 Dia, In Per Dia, $ 34.00 $ 34,000.00 $102,000.00 Over 25" DBH In. Per 12 Stump Removal Only 1000 Dia. In. Dia, $10.00 $10,000.00 $ 30,000.00 In. Tree Planting — 15 Gal. 13 Tree (includes labor, tree 80 EA $153.00 $12,240.00 $ 36,720.00 and 90 day watering) Tree Planting — 24" Box 14 Tree (includes labor, tree 20 EA $ 253.00 $ 5,060.00 $15,180.00 and 90 day watering) Tree Planting — 36" Box 15 Tree (includes labor, tree 10 EA $ 853.00 $ 8,530.00 $ 25,590.00 and 90 day watering) 16 Tree Watering 10 PER $ 600.00 $ 6,000.00 518,000.00 DAY 17 Crew Rental — 3 than 40 Per $ 210.00 $ 8,400.00 $ 25,200.00 crew with equipment Hour 18 Crew Rental — 2 man 40 Per $140.00 $ 5,600.00 16,800.00 crew with equipment Hour 1 Crew Rental — I man 2 0 Per $ 70.00 $ 1,400.00 $ 4,200.00 crew with equipment Hour C-2 TOTAL ANNUAL BASE BID AMOUNT IN WORDS Three hundred eighty-eight thousand, three hundred ten dollars and zero cents. TOTAL THREE-YEAR BASE BID IN WORDS One million, one hundred forty thousand, nine hundred thirty dollars and zero cents. NOTE: The estimated quantities listed in the Proposal Bid Sheets are approximate and are to be used only as comparison of bids. Payment for quantities will be made from field measurements. If the actual quantities show either an increase or decrease from the quantities given in the Proposal Bid Sheet, the Contract Unit Prices will prevail. Increases or decreases in quantities shall not be subject to Section 3-2 of the Standard Specifications. Full compensation will be paid at the contract price for the actual work completed, and no additional compensation will be allowed therefor. Payment will not be made for materials wasted or disposed of in a manner not called for under the Contract, this includes rejected material not unloaded from vehicles and material rejected after it has been placed. No compensation will be allowed for disposing of rejected or excess material. The City reserves the right to reject all bids and to increase or decrease the amount of any quantity shown on the Proposal Bid Sheets. Incase of a variation between the unit price and the totals shown by the bidder, the unit price will be considered to be the bid.. C-3 ESTIMATED ANNUAL 3 YEAR BASE ITEM DESCRIPTION ANNUAL UNIT PRICE UNIT EXTENDED TERM QUANTITY AMOUNT EXTENDED AMMONT Crew Rental — 3 man 20 crew with equipment - 20 Per $240.00 $ 4,800.00 $14,400.00 Overtime Hour 21 Specialty Equipment 40 Per $120.00 $ 4,800.00 $14,400.00 Hour Emergency/On Call Response — 3 man crew 22 with equipment — 40 Per o ur $ 300.00 $ 12,000.00 $ 36,000.00 (evenings, weekends. and holidays) 23 Tree Inventory I Annu S No Fee S No Fee $ No Fee Software ally 24 GPS/GIS Inventory 12,000 Per Tree S1.00 S 12,000.00 S12,000.00 (one time only) Site Tree Inventory Updates 25 —(adding new sites 60 I�©r�r $60.00 $ 3,600.00 $10,800.00 and/or work history) Total Annual Base Bid $ 388,310.00 XX Total Three-Year Base Bid XX $1,140,930.00 TOTAL ANNUAL BASE BID AMOUNT IN WORDS Three hundred eighty-eight thousand, three hundred ten dollars and zero cents. TOTAL THREE-YEAR BASE BID IN WORDS One million, one hundred forty thousand, nine hundred thirty dollars and zero cents. NOTE: The estimated quantities listed in the Proposal Bid Sheets are approximate and are to be used only as comparison of bids. Payment for quantities will be made from field measurements. If the actual quantities show either an increase or decrease from the quantities given in the Proposal Bid Sheet, the Contract Unit Prices will prevail. Increases or decreases in quantities shall not be subject to Section 3-2 of the Standard Specifications. Full compensation will be paid at the contract price for the actual work completed, and no additional compensation will be allowed therefor. Payment will not be made for materials wasted or disposed of in a manner not called for under the Contract, this includes rejected material not unloaded from vehicles and material rejected after it has been placed. No compensation will be allowed for disposing of rejected or excess material. The City reserves the right to reject all bids and to increase or decrease the amount of any quantity shown on the Proposal Bid Sheets. Incase of a variation between the unit price and the totals shown by the bidder, the unit price will be considered to be the bid.. C-3 City of Lomita January 2016 VII. SCHEDULE F COMPENSATION In conformity with the terms and conditions of the contract, West_Coast Arborists, Inc. hereby proposes to the following schedule of compensation: DESCRIPTION PRICE ROUTINE TRIMMING ID BASIS • . . 63.00 N -a - ,4010 10110 0-6" dbh per tree $ 63.00 7-12" dbh per tree $ 93.00 13-18" dbh per tree $ 93.00 19-24" dbh per tree $ 173.00 25-36" dbh per tree $ 173.00 37" dbh & over per tree $ 253.00 -9.1114 11111104:8,11 I Coco palm, any size per tree � 43.00 Washington on Palm, any size per tree $ 63.00 King or Queen Palm any size per tree $ 43.00 Canary Island Date Palm any size per tree $ 153.00 TREE REMOVAL Tree and stump removal 0-24" dbh per diameter inch $ 24.00 Tree and stump removals over 25" dbh per diameter inch $ 34.00 Stump only removal per diameter inch $ 10.00 TREE PLANTING (includes labor, tree and 90 -day watering 15 gallon tree per tree $ 153.00 24 inch box tree per tree - _$ 253.00 36 inch box tree per tree $ 853.00 TREE WATERING per da I Page 24 D-1 �., 0-6" dbh per tree $ 43.00 7-12" dbh per tree $ 63.00 13-18" dbh per tree $ 63.00 19-24" dbh per tree $ 83.00 25-36" dbh per tree $ 83.00 37" dbh & over per tree $ 83.00 3 man crew with equipment per crew hour $ 210.00 2 man crew with equipment per crew hour $ 140.00 1 man crew with equipment per crew hour $ 70.00 3 man crew with equipment Overtime per crew hour $ 240.00 SPECIALTY EQUIPMENT per hour $ 120.00 3 -man crew with equipment (evening,weekend, or holiday call -out) per hour $ 300.00 TREE INVENTORYrrr GPS INVENTORY per tree site $ 2.00 TREE INVENTORY UPDATES per hour $ 60.00 (Adding new sites and/or work history) COOPERATIVE PURCHASE It is intended that any other public agency (e.g., city, county district, public authority, public agency, municipality, and other political subdivision or public corporation) shall have the option to participate in any award made as a result of this solicitation at the same prices. The City shall incur no financial responsibility in connection with any purchase by another public agency. The public agency shall accept sole responsibility for placing orders and making payments to the vendor. Page 25 D-2 REQUEST FOR PROPOSAL • TREE MAINTENANCE SERVICES FOUNDED 1907 INCORPORATED JUNE 30, 1964 ll F Q- 24300 Narbonne Avenue Lomita, CA 90717 Mark A. McAvoy, P.E. Public Works Director/City Engineer Proposal Due Date: 2:00 pm, November 5, 2105 E-1 TABLE OF CONTENTS I. INTRODUCTION..................................................................3 11. SELECTION PROCESS..............................................................4 III. REQUIRED QUALIFICATIONS....................................................6 IV. SUBMITTALS...........................................................................8 V. SPECIFICATIONS....................................................................10 VI. TREE PRUNNING SPECIFICATIONS..........................................13 VII. SCHEDULE OF COMPENSATIONS............................................24 Attachment A- Professional Services Agreement ........................26 Page 2 E-2 I. INTRODUCTION The City of Lomita is requesting Proposals for professional tree maintenance services to provide annual services for maintenance, removal and replacement of street trees. The City has approximately 3,300 street trees in the public right of way. The purpose of this maintenance contract is to provide the City of Lomita with the best possible tree maintenance. The selected firm will work closely with the City's Director of Public Works and/or other City staff to ensure the most appropriate care and maintenance of the City's trees. It is the intent of the City to award a three-year contract to the selected firm. The City reserves the right to further negotiate the terms and conditions of the contract. The City reserves the right to reject any proposal for noncompliance with contract requirements and provisions, or to not award a contract because of unforeseen circumstances or if it is determined to be in the best interest of the City. This contract will be awarded based on demonstrated ability and performance providing similar services at a fair and reasonable cost. This contract may not be awarded to the lowest bidder. The City does not guarantee a specific amount of work and the quantity of work may increase or decrease depending on needs. The work is routine maintenance and includes trimming or pruning, altering, removing and planting of trees. The City, at its option and with Contractor concurrence, may renew this contract for five additional years, in one year increments, on the same terms and conditions as provided herein. This option may be exercised only if the Contractor demonstrates superior performance in the provision of tree maintenance services during the prior three year contract term. Page 3 E-3 The City has the right to terminate the contract with a 30 -day notice for any reason. All questions pertaining to this Request for Proposals shall be directed in writing to: To be considered, a Lomita no later than are to be submitted to Mark Andersen Field Operations Manager City of Lomita 24300 Narbonne Avenue Lomita, CA 90717 m.andersen@lomitacity.com complete proposal must be received by the City of 2 pm on Thursday, November 5, 2015. Proposals Sandra Medina City Clerk City of Lomita 24300 Narbonne Avenue Lomita, CA 90717 Proposals must be sealed and clearly state on the outside of the package or envelope: TREE MAINTENANCE PROPOSAL. The City assumes no responsibility for errors or delays by public or private carriers in delivering proposals. Late proposals will not be accepted. II. SELECTION PROCESS The City will evaluate and rank proposals based on selection criteria. Any proposal may be rejected if it is conditional, incomplete or contains irregularities. Minor or immaterial irregularities in a proposal may be waived. Waiver of an irregularity shall in no way modify the request for proposals nor affect recommendation for award of contract. Each bid will be evaluated based on qualifications and the required submittals. Selection will be made by using the criteria described in this document. All applicants will be notified as to the results of this evaluation. Page 4 E-4 The evaluation criteria used in the selection process include, but are not limited to the following: A. Services Offered.............................................................. 20 Points 1. Proposed program 2. Detailed list of services 3. Ability to provide services B. General Qualifications.................................................... 20 Points 1. Qualifications and experience of staff 2. Proper staff training 3. Proper insurance coverage 4. Financial ability of the firm to provide services to the City 5. Licensing required to perform tree maintenance services C. Cost................................................................................... 20 Points 1. Variety of work types and services offered 2. Evaluation of the firm's fee schedule D. Information Management ................................................ 15 Points 1. Ability to provide a database of all trees in the City 2. Method for completing and updating the tree database or inventory 3. Have functioning database systems for current clients 4. Quality of database software 5. Technical support for software and data management E. References........................................................................15 Points 1. Current contract work experience 2. References from current client cities 3. Letters of reference F. Facility and Equipment Evaluation .................................. 5 Points 1. Equipment maintenance facility 2. List of equipment 3. Aerial device certification G. Quality and Completeness of Proposal ...........................5 Points 1. Relevance and conciseness of bid proposal and statement of qualifications Page 5 E-5 III. REQUIRED QUALIFICATIONS Award will be made to the firm that best meets the City's requirements and offers the most advantageous combination of cost and qualifications. All firms submitting proposals must hold a valid State California C-27 and a C - 61/D49 Contractor's License. Both licenses must be in good standing for the previous five (5) consecutive years without any official unresolved record of complaints registered or filed with the Board or California Department of Consumer Affairs. Contractor must have OSHA certification of aerial equipment to be used for this contract. Include certification documents with the bid proposal. The proposal must include descriptions of all personnel that will be performing the work. Personnel must be qualified and trained according to best practices in the tree maintenance industry. Contractor should have at least five (5) yearsof experience providing tree maintenance services to municipalities that are comparable in size and scope to this RFP. (Provide descriptions of these contracts and contact persons of the client cities). Provide detailed description of functioning software inventory and management system for current clients. At the time of award, the successful bidder must have staff that includes Certified Crane Operator(s) as recognized by National Commission for the Certification of Crane Operators (NCCCO). Contractor should have a Quality Control Plan with an effective and efficient means of identifying and correcting problems throughout the entire scope of operations. The successful Contractor shall be required to comply with this Quality Control Plan throughout the term of the contract and have a current Safety Manual that meets SB 198 requirements for injury and illness prevention. CONTRACTOR'S ORGANIZATION STATEMENT AND PERFORMANCE HISTORY The term "Client" shall refers to any private firm or public agency to which the Contractor has submitted a bid to, or contracted with, for any maintenance contract. Page 6 1 E-6 Submitted By: Name must correspond with the Contractor's License Corporation Partnership Individual Joint Venture If a corporation, under the laws of what State is it organized? California Regional Office (s): Use the form titled "Additional Information and/or Comments" for providing requested or additional information for each of the following questions to which you answer "yes" or for any comments. A. Number of years performing tree maintenance under current organization? (a) As a general contractor? From to (b) As a subcontractor? From to B. Provide the following information as to contract experience with public entities or governmental agencies only, within the past ten (10) years. If none, write "NONE" on the chart. Contract Title Completion Date, Agency Name, Phone # & Contact C. Have you or your company, or any officer, manager or partner thereof, failed to complete a contract for a Client? YES NO If "Yes", indicate the name of each Client, dates, and the circumstances. D. Has your company been assessed liquidated damages by a Client? YES NO If "Yes", state the name of the Client, the date of the assessment, the title and number of the contract, and the grounds on which the Client assessed liquidated damages. E. Is your company currently asserting against any Client any claim, or has your company made such claim(s) against any Client? YES NO If "Yes", as to each such claim, state the name of the Client, the date of the claim, the grounds of the claim, the amount of such claim, the present status of such claim, the date of resolution of such claim if resolved, and the amount and method by which such claim was resolved. E-7 If "Yes", as to each such litigation, state the name of the Client, case number, the court and jurisdiction in which said litigation is pending or was brought, the nature of the litigation, the amount at issue in the litigation, the present status of such litigation, the date of resolution of such litigation if resolved, and the amount and method by which such litigation was resolved. G. List the Experience Modification Rate (EMR) issued to your firm annually by the Workers' Compensation Insurance Rating Bureau (WCIRB) for the last three years. Beginning with the most recent year (Year 2014) please insert the EMR rate issued by the WCIRB. YEAR 2014: EMR: YEAR 2013: EMR: YEAR 2012: EMR: IV. SUBMITTALS Bid proposals need to include the following: A. A statement of the firm's qualifications, including the following: 1. State of California Contractor's License number and expiration date, C- 27 & C61/D-49 and any other applicable licenses 2. Names, staff qualifications and proposed duties of staff to be assigned to this contract. The firm shall identify an ISA certified arborist who will be responsible for providing project management for the duration of the contract as well as a site supervisor, who is an ISA certified arborist, authorized to act on behalf of the firm. B. List of staff qualifications including but not limited to: 1. All certified arborists employed by the firm 2. All certified utility arborists employed by the firm 3. All certified tree workers employed by the firm 4. All certified urban foresters and/or municipal arborists employed by the firm 5. All utility line clearance tree workers employed by the firm 6. California state licensed pest control advisor and applicator employed by the firm 7. Technicians providing technical support for inventory software N 8. Traffic control design specialist(s) and traffic control technician(s) in accordance with the American Traffic Safety Services Association (ATSSA) C. References D. Corporate Capability Affirmative statement of compliance with indemnity and insurance. All licensing required to perform work specified in the contract E. Services to be performed F. Equipment A complete list of machinery and equipment, including year, serial number and license number, to be used for this contract and all available equipment in reserve to allow for breakdowns. G. Information Management 1. A written description of the proposed software program to be used to manage the City's tree inventory and the firm's ability to provide accurate inventory updates for all trees serviced. 2. A statement describing the firm's ability to provide data for the City's Geographic Information System (GIS). H. Quality Control Plan I 1. A written description of the firm's plan to report greenwaste generated and the method for its disposal. 2. A written description of methodology to be used for notifying residents prior to commencement of tree work. (Door hangers are permitted in the City.) 3. The methodology in which the firm will handle complaints from the public and damage to public and private property. Page 9 I E-9 4. Effective means to correct problems. I. Employee Training A written description of the firm's internal tree maintenance and arboricultural training program. J. Schedule of Compensation Please use Attachment A to submit information on compensation. Do not attach any other document regarding compensation. Any supplemental compensation document will not be reviewed. V. SPECIFICATIONS It shall be understood that the Contractor will be required to perform and complete the proposed tree maintenance work in a thorough and professional manner, and to provide labor, tools, equipment, materials and supplies necessary to complete all the work in a timely manner that will meet the City's requirements. Contractor may be required to perform the following tree maintenance activities throughout the City: 1. Tree pruning 2. Tree removal 3. Tree planting 4. Crew rental 5. Emergency response 6. Line clearance pruning 7. Clearance pruning 8. Grid pruning program 9. Tree watering 10. Small tree care 11. Palm trunk skinning 12. Root pruning 13. Specialty equipment rental 14. Arborist services/inspection 15. Foliar and pesticide treatments if necessary 16. Data entry 17. Webpage development 18. GPS Tree inventory 19. Online maintenance access* I Page 10 E-1 * Online maintenance is defined as internet access to an urban forestry management tool that includes work order tracking, ability to send work requests including but not limited to pruning, planting, and removal, access to reports for tree inventory, value of the urban forest, job balance and GPS accessibility (if applicable). A. Annual Pruning Program Routine tree pruning pre -designed districts, grids or prune routes on a set cycle to include all trees. Pruning will include structural pruning, crown raising, and crown cleaning in accordance with the standards set forth by the International Society of Arboriculture Pruning Standards (Best Management Practices), the ANSI A300. Contractor shall be required to furnish all supervision, labor, equipment and materials necessary to accomplish the work in accordance with the contract. The intent of this contract is to have all trees pruned a minimum of one time by the end of the 3 -year contract period. B. Inspection of Hazardous Conditions All City trees shall receive routine maintenance and periodic inspections. The Contractor is to include in its price for services of an ISA certified arborist to be on site for a regularly scheduled minimum of eight (8) hours permonth. Tree problems that are clearly visible by the inspection, but not considered hazardous, will be reported to the City for direction and/or further evaluation. Also, the crew performing maintenance shall properly notify the City of any tree -related problems that are clearly visible. This may be in written form if not considered hazardous or within 24 hours if deemed hazardous. It is the intent to correct problems prior to reaching crisis levels. C. Tree Inventory The Contractor will provide and maintain a record keeping system consisting of an internet-based software program that allows the City to access information about its tree population, including the description of each tree by species, height, diameter, work history, and tree and planting site location. The tree inventory software program shall be an Internet - driven tracking program. The program shall have the capability to produce detailed listings of tree and site information, work histories, service requests, summary reports and pictures of City tree species. The Contractor shall provide software support to the City for the entire term of the contract. The Contractor shall provide the City with recommendations Page 11 E-11 for tree maintenance, recommended planting locations, and recommended removals. Attributes to be collected by field personnel may include Address, Street, Facility, Species, Diameter, Crown, Height, recommended maintenance, overhead utilities and parkway size and type. 1. GPS Tree Inventory Provide the City with Global Positioning System (GPS) coordinates for all trees in public spaces. This includes but is not limited to all publicly owned trees on street rights-of-way, parks, City facilities and open spaces such as medians, greenscapes, etc. The address information contained in inventory should be linked directly to a Geographical Information System (GIS) program, such as ArcView. Using a handheld computer, the inventory collector will identify the trees by their global coordinates of longitude and latitude. By collecting the data using the GPS system, the City can consolidate the tree data with other various GPS coded programs in the City. At the end of the project, the City will receive a complete listing of all sites inventoried, both in hard copy and software, which will enable the City to connect the inventory to the City's GIS system. A GPS tree inventory shall be created with a new database using a standardized addressing system for all parks and open space areas. Contractor shall be required to create an ESRI ArcView/ArcGIS compatible "shape file". Thee inventory to the City's GIS system. New inventory shall be capable of showing the location of every existing tree site and vacancies on the City's existing GIS base maps (streets, parcels, addresses, ROW and hardscape, etc.) The consultant's tree inventory shall be conducted by visiting each tree site or vacant planting site and plot the position. The data shall be compatible with the latest version of ArcView. Minimum accuracy shall be as close as possible to one (1) meter. 2. Experience The Contractor shall have at a minimum five (5) years of experience in collecting tree inventories and developing inventory databases, including an extensive program that simplifies the management of the City's Urban Forest. The Contractor shall have developed a complete and comprehensive computer software program in at least five (5) California cities. The program should have specialized reports designed specifically for City's needs. The program should be developed based on the needs of the City. The user-friendly program should allow customers to generate a variety of reports quickly. Page 12 E-12 3. Scope of Work (Inventory) Contractor will manage the entire inventory project. The project shall include field data collection, data entry, access to the computer software, and training of City employees on the use of the system and future technical maintenance. Attributes to be collected by field personnel may include, but are not limited to: Tree Number City District/Grid/LLDs/Parks/R-Areas/Residential Street Location by Address Location by GIS Species by botanical name & common name Tree diameter Tree height Recommended Maintenance Classification Existing overhead Utilities Parkway Size Parkway Type Sidewalk damage Work history and approximate value of the tree 4. Technical Support and Maintenance The Contractor shall provide routine maintenance, archive, backup, restore and disaster recovery procedures as may be requested by the City. The Contractor shall provide complete support rapidly with experienced staff available to the City during the hours of 7:00 A.M. to 5:00 P.M. Monday through Friday. The Contractor shall be readily available by telephone, e- mail or may respond to the City's location within a timely manner. VI. TREE PRUNING SPECIFICATIONS A. WORK QUALITY All tree pruning shall comply with good arboreal practice for the particular species of trees and shall be consistent with the pruning standards and best management practices as adopted by the International Society of Arboriculture. The Contractor shall also meet the requirements of the American National Standards, Z133-1-2006, entitled "Safety Requirements for Arboricultural Operation," published by the American National Standard Institute, Inc., 1430 Broadway, New York, New York 10018. Page 13 E-13 The City's Field Operations Manager shall determine if the Contractor has met all pruning requirements and payment shall not be made for pruning that is not in accordance with the above standards. The Contractor shall be deemed in contract default, if they consistently fail to comply with the forementioned standards. B. STANDARDS Tree pruning operations shall commence no earlier than 7:00 a.m. and shall be completed each day no later than 5:00 p.m. Limbs one inch (1") in diameter or greater shall be precut to prevent splitting. When there is a chance of bark tearing at the crotch, remove large limbs with three cuts. Make the first cut on the underside of the branch one foot (1') to two feet (2') from the crotch. The undercut should be at least one-third ('/3) of the diameter. Make the second cut one -inch (11") to three inches (3") further from the crotch than the first. The final cutis made at the crotch in a manner to favor the earliest possible covering of the wound by callus growth. Cuts shall not be made so large that they will prevent sap flow. All cut branches three and one-half inches (3.") or larger in diameter shall be lowered by proper ropes to the ground. Any damage caused by dropping limbs shall be repaired within three (3) days at the Contractor's expense and to the satisfaction of the City's Director of Public Works. All debris resulting from tree pruning operations shall be removed from the work site on a daily basis. Tool Sanitation - On all trees, including palms, known or suspected to be diseased, pruning tools and cut surfaces shall be disinfected with a ten (10) percent chlorine bleach solution after each cut and between trees where there is danger of transmitting the disease on tools. Fresh solution shall be mixed daily. 1. Pruning Palm Trees Palm tree pruning shall consist of the removal of loose dead fronds, fruit clusters and other vegetation from the trunks of all palms in a manner selected by the Contractor and approved by the City's Field Operations Manager, and in accordance to the following: Page 14 E-14 a. The use of climbing spurs or spike shoes for the purpose of climbing palm trees is prohibited, unless specifically approved by the City's Field Operation Manager b. The Contractor shall be required to use an aerial tower with sufficient height to reach the crown for the purpose of pruning palm trees. C. Palm skinning (additional service & cost) - Dead fronds, and parts thereof, including stubs, can be removed along the entire length of the trunk of each palm, leaving a clean unsheathed appearance slicked from the ground to approximately twenty-four to thirty-six (24" — 36") inches from the base of the green fronds at the top of the tree. The frond stubs (cut close to trunk) can be left in place within a span of at least eighteen (18") inches but no greater than thirty-six (36") inches. 2. Service Request Tree Pruning Trees that need service prior to their scheduled annual trim shall be trimmed according to the following timeline. The City shall submit a list of work orders to the Contractor during the last week of each month. The service requests on that list shall be completed within the first two weeks of the following month. The trimming shall provide a symmetrical shape and aesthetically pleasing appearance typical of the species. In addition, trees shall be trimmed to provide a minimum clearance of fourteen (14) feet over the roadway and seven (9) feet over walkways. Trees shall also be trimmed to remove any obstruction around traffic control devices, traffic signs and streetlights. Additional trimming shall be performed to mitigate any extreme effect of the clearance trimming and provide an aesthetic appearance. The techniques employed shall be consistent with industry practice for the size and species of tree being trimmed. All dead, broken, damaged, diseased or insect infested limbs shall be removed at the trunk or main branch. All cuts shall be made sufficiently close, inch to the parent stem so that healing can readily start under normal conditions. All limbs 2" or greater shall be undercut to prevent splitting. The remaining limbs and branches shall not be split or broken at the cut. All crossed or rubbing limbs shall be removed unless removal will result in large gaps in the general outline of the tree. All trees shall be thinned of smaller limbs when necessary to distribute the foliage evenly. Page 15 E-15 3. Tree Removals Contractor is responsible for calling Underground Service Alert (USA) when directed by City to perform tree removal. Crew removes tree and hauls away all debris. Crew grinds stumps to a depth of eighteen (18") inches. All holes will be backfilled; as well as all debris cleaned up and hauled away. Special projects that are difficult to access with equipment, or require the need for a crane or an aerial tower over seventy-five (75) feet would fall under Crew Rental rates. The City's Director of Public Works shall make the final determination to remove or provide public noticing for removal at a later date. Removals shall be conducted in accordance with the standards of the arboricultural profession. All wood from removed trees is the property of the City and shall be disposed of at the direction of the City's Director of Public Works. No wood shall be left along the public right -of- way unless approved by the City's Director of Public Works. All tree parts are to be loaded into transport vehicles or containers. The vehicles or containers must have the front, sides and rear solid and the top shall be tarped, or otherwise tightly enclosed. The transporting of tree parts must be made so that no debris escapes during the transport. Branches, suckers, bark and other tree parts that are chipped are to be covered while transported and hauled to the disposal site during the workday. The City is responsible for marking trees so that they are easily identifiable by Underground Service Alert and the Contractor. The Contractor shall be required to call Underground Alert at least 2 days before stumps are to be ground out. All tree stumps must be removed to at least 18 inches below the lowest soil level adjacent to the stump or until deep roots are no longer encountered. The Contractor shall grind the stump a minimum distance of one and a half (1.') feet either side of the outer circumference of the stump, or until surface roots are no longer encountered. Stumps should be cut low enough to the ground where routing can be done safely. This may be accomplished by cutting the stump at the time of grinding, or at the time of tree removal except for infrastructure conflicts. Holes created by stump and root grinding must be filled the same day. The resultant chips from routing may be used to fill the hole to two (2") inches above normal ground level. All excess routing chips debris will be removed Page 16 E-16 and loaded into transport vehicle for disposal. Any damaged paved surfaces shall be restored to their original condition. 4. Tree Planting - Planting includes the tree, stakes, ties and complete installation and watering for ninety (90) calendar days. Planting lists should be compiled by the City's Director of Public Works and submitted monthly or as needed. Contractor will guarantee the quality of the tree stock and workmanship. (a) Contractor shall provide all equipment, labor and materials necessary for the planting of trees throughout the City in accordance with the specifications herein. (b) The City shall be responsible for marking locations and the Contractor will notify Underground Service Alert (USA) prior to planting. (c) Planting pit shall be dug twice the width and the same depth of the root ball. Before placing the tree in the planting pit, Contractor shall examine root ball for injured roots and canopy for broken branches. Damaged roots should be cleanly cut off at a point just in front of the break. Broken branches should be cut out of the canopy making sure that the branch collar is not damaged. (d) Tree shall be placed in the planting pit with its original growing level (the truck flare) at the same height of the surrounding finish grade. In grass -covered parkways, the top of the root ball shall be level or slightly higher than the surrounding soil. In a concrete tree well, the root ball shall be 3 inches below the level of the finished surface of the concrete. (e) Backfill material should be native soil. Eliminate all air pockets while backfilling the planting pit by watering the soil as it's put into the hole. (f) Trees that are planted in parkways shall have a 4"-6" high water retention basin built around the tree capable of holding at least ten (10) gallons of water. In a concrete tree well, soil should be raked against the edge of the concrete to create a sloping basin. Immediately after planting, the tree shall be watered thoroughly by filling the water retention basin twice. Page 17 E-17 (g) All trees shall be staked with two wooded lodge poles and two ties per pole. Minimum size of lodge poles shall be ten (10) feet long, with a one and a half (1.") inch diameter. Tree ties shall be placed at one third ('/3") and two-thirds (2/3) of the trunk height. Stakes shall not penetrate the root ball and shall be driven into the ground approximately twenty-four to thirty (24"-30") inches below grade. (h) Trunk protectors sych as Arbor-Gards or an approved equal shall be placed at the base of the trunk of all new trees immediately after planting. (i) In some cases, root barriers may be required. The City will make this determination. Should a root barrier be required, the Contractor will install a mechanical barrier that redirects root growth downward, eliminating the surface rooting that damages expensive hardscapes and creates a hazard. The barrier shall be twelve (12") inches in depth and at a length determined by the City and placed in a circular fashion surrounding the tree's root system. Root barriers are an additional service and cost. (j) Clean up all trash and any soil or dirt spilled on any paved surface at the end of each working day. (k) All trees shall` be of good nursery stock that adheres to the American Standard for Nursery Stock as described in the ANSI Z60.1-1996 Standards. Trees shall be free from pests, disease and structural defects. 5. Crew Rental The standard crew is three men, one chipper truck, one chipper, one aerial tower and all necessary hand tools. The crew and equipment can be modified to complete any type of miscellaneous tasks including special projects that may consist of extraordinary work such as hanging flags, changing light bulbs, or trimming specific trees requiring immediate attention prior to their scheduled trim. Trees requiring service prior to their regularly scheduled grid or annual trim to rectify a specific problem such as blocked street lighting or signs, right-of-way clearance for utility lines, or broken limbs may be performed under the Crew Rental rate. 6. Emergency Response The Contractor shall be required to provide emergency on call response for damaged trees as a result of storms or other reasons. Emergency calls may occur at any given time. The Contractor will be provided with locations Page 18 E-18 and the work to be done at each location via telephone from a City authorized representative. Emergency work shall begin within two (2) hours of the initial telephone call. Contractor shall be required to provide a twenty-four (24) hour emergency phone number or the names of at least ten (10) contact individuals upon award of contract. Should the contact persons or their phone numbers change during the course of the contract, those changes shall be submitted to the City within two (2) working days. Contractor shall be required to provide all necessary traffic control during the course of emergency work. Should the work involve any high voltage power lines or any utility lines the Contractor shall be required to notify the responsible utility company. Work performed under the emergency provision of this contract shall be paid for on a crew hour basis. This shall include all labor, tools equipment, disposal fees and necessary materials. 7. Line Clearance Pruning - During the course of this contract the Contractor may be required to perform utility line clearance in conjunction with routine or non -routine pruning activities. The Contractor shall be required to furnish all supervision, labor, equipment and 'materials necessary to accomplish the work in accordance with the contract. The Contractor has the responsibility for compliance with safety and health standards of the California Occupational" Safety and Health Act (OSHA) and all applicable rules, regulations and orders. The manager overseeing the project should be a Certified Utility Specialist and the persons completing the work should be Line Clearance Tree workers. The competency of Contractor's personnel shall be maintained through regular training. All persons performing tree work on City trees in or around primary electrical lines shall be trained to do so in accordance the "Electrical Safety Orders" of the State of California. 8. Tree Watering Watering is performed by a one man crew with a water truck who will water various routes including landscape median and young trees that are three (3) years old and younger. 9. Small Tree Care The City requires an active approach to the care of its young and newly planted trees. The Contractor shall be required to perform basic Page 19 E-19 maintenance that will include but not be limited to tree well adjustments and watering, removal of weeds from tree wells, structural pruning, and re - staking when necessary. 10. Arborist Services On occasion, the City requires tree evaluations including written reports. The vendor shall provide an hourly rate for an Arborist that can respond to the City's request(s) for the preparation of detailed arborist reports, tree evaluations and site inspections. Reporting can be generated on as little as one tree to an entire urban forest population and is handled on a case-by- case basis. C. TRAFFIC CONTROL Contractor shall conform to all City traffic safety requirements and operating rules at all times while this contract is in effect. The Contractor shall employee staff certified as Traffic Control Design - Specialist and Traffic Control Technicians in accordance with the American Traffic Safety Services Association (ATSSA). Contractor will be responsible for supplying and using all safety equipment necessary to close or delineate traffic lanes to through traffic. This is to include a high visibility Arrow Board(s) as necessary. The City, prior to use, must approve all traffic safety equipment for use. Illuminated arrow boards, sign stands, delineators and/or cones shall be used to identify work site for vehicular and pedestrian safety. D. PUBLIC NOTICING OF TREE PRUNING OPERATIONS Contractor shall be required to notify residents and/or businesses of scheduled tree pruning operations at least forty-eight (48) hours prior to the work being performed. Notifications shall be made in the form of door hangers. City approved "No Parking" signs shall be posted on individual trees scheduled for pruning twenty-four (24) hours prior to the work being performed. Page 20 E-20 E. CLEAN UP Contractor shall clean all job sites when work is completed, including the raking of leaves, twigs, etc. from the lawns and parkways and the sweeping of streets. Each day's scheduled work shall be completed and cleaned up and under no circumstances shall any brush, leaves, debris or equipment be left on the street overnight. Contractor's equipment may be stored overnight, with advance approval, in the City Yard; however the City will not be responsible for security of Contractor's equipment. Brush and debris shall be removed daily, sidewalks swept, lawns and parkways raked out and gutters cleaned. The Field Operations Manager or his authorized representative, shall be the sole judge as to the adequacy of the clean up. F. DISPOSAL OF DEBRIS All tree debris produced as a result of the Contractor's operations under this contract will be reduced, reused, recycled, and/or transformed. The City will receive information detailing the amount of debris recycled. This information will be used for compliance with Assembly Bill 939. 1. Greenwaste Recycling Report: Greenwaste that is transported to an off site facility for grinding into mulch shall be documented and available to the City on a monthly basis. 2. Wood Chips: Chips generated from pruning operations within the City of Lomita may first be dumped at a City designated site. 3. Milling (additional service & cost): At the direction of the Field Operations Manager, large tree trunks, which meet proper specifications may be milled into lumber suitable for use in a variety of applications. Milled lumber shall be returned to the City at a cost to be included in the bid proposal. G. PARKING The City of Lomita will make every attempt to identify a suitable space for parking of vehicles and equipment for the purpose of this contract. The Contractor will hold the City of Lomita harmless and release the City of liability as a result of theft or vandalism. Page 21 E-21 H. INVOICE Contractor shall submit invoices on a monthly basis. Invoice format shall include but not be limited to a list of all tree maintenance operations that took place, the address of each individual tree, the species and its height and trunk diameter of each individual tree. Failure to submit invoices in this format may result in non-payment until these requirements are met. I. INSPECTIONS The Field Operations Manager or his designated representative, shall, at all times, have the access to inspect work, facilities and equipment. J. WITHHOLDING PAYMENT The City may withhold payment to protect the City from loss due to one or more of the following reasons: 1. Defective or inadequate work not corrected. 2. Claims filed, or reasonable evidence indicating probable filing of claims. 3. A reasonable doubt that the contract can be completed for the balance unpaid. K. MINOR MODIFICATIONS AND/OR ADDITIONAL WORK 1. The City may modify these specifications with the joint approval of the Contractor and the Field Operations Manager. All modifications shall be in writing. 2. In the event that the City of Lomita should require additional work beyond the requirements of these specifications, the Contractor shall perform all work at a competitive price. 3. Additional work may be added to the contract work as the need arises. The Contractor shall perform all specified and approved additional work at the unit prices submitted with this bid proposal. 4. The Contractor must be willing to provide a competitive price for additional work that may be added to the contract. Contractor will be required to demonstrate the ability to properly execute the expanded Page 22 E-22 workload with the necessary increase in labor, materials and equipment needed to complete the additional work in a timely manner. 5. The Contractor must have the ability to receive and respond to emergency situations and must respond to emergency call outs within two hours of receipt of the call. L. CLARIFICATION OF SPECIFICATIONS If any bidder, prior to submitting their proposal should find any discrepancies and/or omissions from the specifications or other contract documents, or if they should be in doubt as to the true meaning of any part thereof, they shall at once make a written request to the Field Operations Manager m.andersenQlomitacity com for corrections, clarification, or interpretation of the points in question. The person submitting such request shall be responsible for its prompt delivery. In the event that the Field Operations Manager receives a request and it should be found that certain essential information is not clearly and fully set forth, or if the City discovers errors, omissions, or points requiring clarification in these documents, a written addendum will be mailed to each person to whom a set of RFP has been delivered. The City will not be responsible for any instructions, explanations, or interpretations of the documents presented to bidders in any manner other than written addendum. Page 23 E-23 In conformity with the terms and conditions of the contract, hereby proposes to the following schedule of compensation; DESCRIPTION UNIT UNIT PRICE ROUTINE ANNUAL TREE TRIMMING ON GRID BASIS per tree $ AESTHETIC OR SERVICE REQUES PRUNNING 0-6" dbh per tree $ 7-12" dbh per tree $ 13-18" dbh per tree $ 19-24" dbh per tree $ 25-36" dbh per tree $ 37" dbh & over per tree $ PALM TREE TRIMMING Coco palm, any size per tree $ Washington Palm, any size per tree $ King or Queen Palm any size per tree $ Canary Island Date Palm, any size per tree $ Il 9 Tree and stump removal 0-24" dbh per diameter inch $ Tree and stump removals over 25" dbh per diameter inch $ Stump only removal per diameter inch $ TREE PLANTING (includes labor, tree and 90 -day watering) 15 gallon tree per tree $ 24 inch box tree per tree $ 36 inch box tree per tree $ TREE WATERING per day $ Page 24 E-24 144 '�► C ► ,.' 0-6" dbh per tree $ 7-12" dbh per tree $ 13-18" dbh per tree $ 19-24" dbh per tree $ 25-36" dbh per tree $ 37" dbh & over per tree $ A I- 3 man crew with equipment per crew hour $ 2 man crew with equipment per crew hour $ 1 man crew with equipment per crew hour $ 3 man crew with equipment Overtime per crew hour $ SPECIALTY EQUIPMENT per hour $ EMERGENCY/ON CALL RESPONSE 3 -man crew with equipment (evening, weekend, or holiday call -out) per hour $ TREE INVENTORY SOFTWARE annually $ GPS INVENTORY per tree site $ TREE INVENTORY UPDATES per hour $ (Adding new sites and/or work history) Page 25 E-25 TREE MAINTENANCE SERVICES AGREEMENT THIS AGREEMENT is made as of , 2015 by and between the City of Lomita, a municipal corporation ("City") and , ("Contractor"). RECITALS A. City desires to utilize the services of Contractor as an independent contractor to provide tree maintenance services to City as set forth in the City's Request for Proposals dated ,2015, including all its appendices, attached hereto as Exhibit A. B. Contractor represents that it is fully qualified to perform such tree maintenance services by virtue of its experience and the training, education and expertise of its principals and employees. NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions herein contained, the parties hereto agree as follows: 1. Contractor's Services. A. Scope of Services. The nature and scope of the specific services to be performed by Contractor are as described in Exhibit "B" attached hereto and incorporated herein by reference. B. Level of Services/Time of Performance. The level of and time of the specific services to be performed by Contractor are as set forth in Exhibit B. C. Additional or Other Services. Any proposed changes in the work to be performed under this Agreement shall be made only by written amendment to this Agreement. Contractor is not authorized to undertake any work which would result in costs, expenses, or fees in excess of the costs contained in Exhibit C without the express written approval of the City Manager. Should the City require the Contractor to provide additional services beyond the Scope of Work described in Exhibit B, for services not specifically described therein, the rates and quantities shall be negotiated between the City and Contractor. 2. Term of Agreement. This Agreement shall take effect and shall continue until , unless earlier terminated pursuant to the provisions herein. City may, in its sole discretion, elect to extend the Term of this Agreement without seeking competitive proposals for an additional five (5) years upon successful demonstration of exemplary contract performance. Page 26 E-26 3. Compensation. City agrees to compensate Contractor for each service which Contractor performs to the satisfaction of City in compliance with the schedules set forth in Exhibit B. Payment will be made only after submission of proper invoices in the form specified by City. 4. General Terms and Conditions. In the event of any inconsistency between the provisions of this Agreement and Contractor's proposal, the provisions of this Agreement shall control. A. Time is of the Essence — Contractor agrees to perform the services and deliver the work products provided for herein in strict accordance with any schedules set forth by the City. B. License: Standard of Care — Contractor represents and agrees that all personnel engaged by the Contractor in performing the services are and shall be fully qualified and are authorized or permitted under Federal, State, and local law to perform such services. Contractor represents and warrants to the City that it has all licenses, permits, qualifications, and approvals required to provide the services and work required to be performed by this Agreement. 1. Contractor further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement. Contractor shall perform the services under this Agreement in a skillful and competent manner and in the manner and according to the standards observed by a competent practitioner of the work in which Contractor is engaged. C. Subcontracting Subject to Approval — Contractor shall not subcontract any portion of the work to other persons or contractors without express written approval from the City. D. Administration — This Agreement will be administered by the City Manager or his designee. The City Manager or his designee shall be considered the Project Administrator and shall have the authority to act for the City under this Agreement. The City Manager or his designee shall represent the City in all matters pertaining to the services to be rendered pursuant to this Agreement. E. Contractor's Records — Contractor shall keep records and invoices in connection with its work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of such records. Contractor shall allow inspection of all work, data, E-27 documents, proceedings, and activities related to the Agreement for a period of five (5) years from the date of final payment under this Agreement. F. Public Convenience and Safety — Contractor shall perform the services so as to cause the least possible obstruction and inconvenience to public traffic and passersby. Contractor shall furnish, erect and maintain such fences, barriers, lights, warning devices and signs in compliance with the current "Manual of Traffic Controls, Warning Signs, Lights and Devices for Use in Performance of Work Upon Highways" published by the State of California, Department of Transportation, or as may be deemed necessary by the City to give adequate warning to the public at all times that the road or street is obstructed and of any abnormal conditions to be encountered as a result thereof. G. Damages for Substitute Services — If Contractor fails to cure or correct services which the City, in its sole and absolute determination concludes were not performed properly ("Noncured Services") within the time specified by the City or otherwise pursuant to any written extension given by the City (which the City may give in its sole and absolute discretion), the City may secure the equivalent services elsewhere, and Contractor shall be liable to the City for the costs incurred by the City in excess of those costs which the City would have incurred under this Agreement had the Noncured Services been properly performed by Contractor. 5. City: Attn: City of Lomita 24300 Narbonne Avenue Lomita, CA 90717 Phone: Fax: Contractor: 6. Status as Independent Contractor. A. Contractor is, and shall at all times remain as to City, a wholly independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's E-28 employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. B. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement, and to 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. In the event that City is audited by any Federal or State agency regarding the independent contractor status of Contractor and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between City and Contractor, then Contractor agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto. C. Contractor shall fully comply with the workers' compensation law regarding Contractor and Contractor's employees. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with applicable worker's compensation laws. City shall have the right to offset against 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 reimbursement or indemnification arising under this Section 6. D. Contractor shall, at Contractor's sole cost and expense fully secure and comply with all federal, state and local governmental permit or licensing requirements, including but not limited to the City of Lomita, South Coast Air Quality Management District, and California Air Resources Board. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with the requirements in this Section 6. Additionally, the City shall have the right to offset against the amount of any fees due to Contractor under this Agreement for any amount or penalty levied against the City for Contractor's failure to comply with this Section 6. 7. Indemnification. Contractor shall indemnify, defend with counsel approved by City, and hold harmless City, its officers, officials, employees and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Contractor 's performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, regardless of City's negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of the City. Should City in its sole discretion find Contractor's legal counsel unacceptable, then Contractor shall reimburse the City its costs of defense, including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation. The Contractor shall promptly pay any final judgment rendered against the City (and its officers, officials, employees and volunteers) covered by this indemnity obligation. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is E-29 permitted by the law of the State of California and will survive termination of this Agreement. 8. Insurance. Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company authorized to do business in the State of California and approved by the City (1) a policy or policies of broad -form comprehensive general liability insurance with minimum limits of $5,000,000.00 combined single limit coverage against any injury, death, loss or damage as a result of wrongful or negligent acts by Contractor, its officers, employees, agents, and independent contractors in performance of services under this Agreement; (2) property damage insurance with a minimum limit of $10,000,000.00; (3) automotive liability insurance, with minimum combined single limits coverage of $1,000,000.00; and (4) worker's compensation insurance with a minimum limit of $1,000,000.00 or the amount required by law, whichever is greater. City, its officers, employees, attorneys, and volunteers shall be named as additional insureds on the policy(ies) as to comprehensive general liability, property damage, and automotive liability. The policy(ies) as to comprehensive general liability, property damage, and automobile liability shall provide that they are primary, and that any insurance maintained by the City shall be excess insurance only. A. All insurance policies shall provide that the insurance coverage shall not be non -renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City thirty (30) day's prior written notice thereof. Contractor agrees that it will not cancel, reduce or otherwise modify the insurance coverage. B. All policies of insurance shall cover the obligations of Contractor pursuant to the terms of this Agreement; shall be issued by an insurance company which is authorized to do business in the State of California or which is approved in writing by the City; and shall be placed with a current A.M. Best's rating of no less that A VII. C. Contractor shall submit to City (1) insurance certificates indicating compliance with the minimum worker's compensation insurance requirements above, and (2) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less than one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on City's appropriate standard forms entitled "Additional Insured Endorsement", or a substantially similar form which the City has agreed in writing to accept. D. The general and automobile liability policies required by this Agreement shall allow City, as additional insured, to satisfy the self-insured retention ("SIR") and/or deductible of the policy in lieu of the Contractor (as the named insured) should Contractor fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City Attorney and the Finance Director. Contractor understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Contractor as E-30 primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Contractor's behalf upon the Contractor's failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Contractor for breach of this Agreement in addition to any other damages incurred by City due to the breach. E. Contractor shall furnish a Contract Performance Bond as set forth in Exhibit A. 9. Confidentiality. Contractor in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. Notwithstanding the foregoing, to the extent Contractor prepares reports of a proprietary nature specifically for and in connection with certain projects, the City shall not, except with Contractor's prior written consent, use the same for other unrelated projects. 10. Ownership of Materials. All materials provided by Contractor in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Contractor may, however, make and retain such copies of said documents and materials as Contractor may desire. 11. Conflict of Interest. Contractor covenants that it presently has no interest and shall not acquire any interest, director or indirect, which may be affected by the services to be performed by Contractor under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this Agreement. 12. Termination. City may terminate this Agreement with or without cause upon thirty (30) days written notice to Contractor. The effective date of termination shall be upon the date specified in the notice of termination, or, in the event no date is specified, upon the fifteenth (15th) day following delivery of the notice. In the event of such termination, City agrees to pay Contractor for services satisfactorily rendered prior to the effective date of termination. Immediately upon receiving written notice of termination, Contractor shall discontinue performing services. Page 31 E-31 Contractor may terminate this Agreement, or any program or service provided hereunder, at least ninety (90) days in advance of such termination. If this Agreement is terminated by the Contractor, the Contractor shall be compensated for services satisfactorily completed and approved prior to the effective date of termination. 13. Personnel. Contractor represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Contractor or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Contractor reserves the right to determine the assignment of its own employees to the performance of Contractor's services under this Agreement, but City reserves the right, for good cause, to require Contractor to exclude any employee from performing services on City's premises. 14. Non -Discrimination and Equal Employment Opportunity. A. Contractor shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of City relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. B. Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. C. Contractor will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials. 15. Assignment. Contractor shall not assign or transfer any interest in this Agreement nor the performance of any of Contractor's obligations hereunder, without the prior written consent of City, and any attempt by Contractor to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect. 16. Performance Evaluation. City will provide Contractor a written annual administrative performance evaluation within ninety (90) days of the first anniversary of the effective date of this Agreement, and each year thereafter throughout the term of this Agreement. The work product required by this Agreement shall be utilized as the basis for review, and any comments or complaints received by City during the review Page 32 E-32 period, either orally or in writing, shall be considered. City shall meet with Contractor prior to preparing the written report. If any noncompliance with the Agreement is found, City may direct Contractor to correct the inadequacies, or, in the alternative, may terminate this Agreement as provided herein. 17. Compliance with Laws. Contractor shall comply with all applicable laws, ordinances, codes and regulations of the federal, state, and local governments. Contractor shall keep itself informed of all State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. The Contractor shall, at all times, observe and comply with all such laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Contractor to comply with this paragraph. 18. 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 event shall the making by City of any payment to Contractor 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 or prejudice any right or remedy available to City with regard to such breach or default. 19. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses. 20. Mediation. Any dispute or controversy arising under this Agreement, or in connection with any of the terms and conditions hereof, shall be referred by the parties hereto for mediation. A third party, neutral mediation service shall be selected, as agreed upon by the parties and the costs and expenses thereof shall be borne equally by the parties hereto. In the event the parties are unable to mutually agree upon the mediator to be selected hereunder, the City Council shall select such a neutral, third party mediation service and the City Council's decision shall be final. The parties agree to utilize their good faith efforts to resolve any such dispute or controversy so submitted to mediation. It is specifically understood and agreed by the parties hereto that referral of any such dispute or controversy, and mutual good faith efforts to resolve the same thereby, shall be conditions precedent to the institution of any action or proceeding, whether at law or in equity with respect to any such dispute or controversy. 21. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during regular business hours or by facsimile or electronic mail before or during regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses or fax number set forth in Section 5 of the Page 33 E-33 Agreement, or to such other addresses or fax numbers as the parties may, from time to time, designate in writing pursuant to the provisions of this section. 22. Governing Law & Venue. This Contract shall be interpreted, construed and enforced in accordance with the laws of the State of California. Venue for any lawsuit related to this Agreement shall be in Los Angeles, California. 23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be binding and effective, and considered original signatures for all purposes. 24. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represent the entire and integrated agreement between Contractor and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. Amendments on behalf of the City will only be valid if signed by the City Manager or the Mayor and attested by the City Clerk. 25. Exhibits. All exhibits referred to in this Agreement are incorporated herein by this reference. 26. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way provided that the principal purpose of this Agreement is not thereby frustrated. 27. Authority to Execute Agreement. Both City and Contractor covenant that each individual executing this Agreement on behalf of each party is duly authorized and empowered to execute this Agreement and bind its respective party to its terms. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. "City" ATTEST: CITY OF LOMITA By: By: Sandra Medina, Henry Sanchez, Jr. City Clerk Mayor Page 34 E-34 Approved as to form: By: City Attorney "CONTRACTOR" Bv: Its: Page 35 E-35 d i I F-1 THIS AGREEMENT is made as of December 9, 2015 by and between the City of Lomita, a municipal corporation ("City") and West Coast Arborists, Inc., ("Contractor"), RECITALS A. City desires to utilize the services of Contractor as an independent contractor to provide tree maintenance services to City as set forth in the City's Request for Proposals dated September 2015, including all its appendices, attached hereto as Exhibit A. B. Contractor represents that it is fully qualified to perform such tree maintenance services by virtue of its experience and the training, education and expertise of its principals and employees. NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions herein contained, the parties hereto agree as follows: Contractor's Services. A. Scope of Services. The nature and scope of the specific services to be performed by Contractor are as described in Exhibit A attached hereto and incorporated herein by reference. B. Level of Services/Time of Performance. The level of and time of the specific services to be performed by Contractor are as set forth in Exhibit. C. Additional or Other Services. Any proposed changes in the work to be performed under this Agreement shall be made only by written amendment to this Agreement. Contractor is not authorized to undertake any work which would result in costs, expenses, or fees in excess of the costs contained in Exhibit "A" without the express written approval of the Interim City Manager. Should the City require the Contractor to provide additional services beyond the Scope of Work described in Exhibit A, for services not specifically described therein, the rates and quantities shall be negotiated between the City and Contractor. 2. Term of Agreement, This Agreement shall take effect upon execution by both parties and shall continue until three (3) years after, unless earlier terminated pursuant to the provisions herein. City may, in its sole discretion, elect to extend the Term of this Agreement without seeking competitive proposals for an additional three (3) years upon successful demonstration of exemplary contract performance. 3. Compensation. City agrees to compensate Contractor for each service which Contractor performs to the satisfaction of City in compliance with the schedules F-2 set forth in Exhibit A. Payment will be made only after submission of proper invoices in the form specified by City. The annual contract amount shall not exceed Forty -ane Thousand Dollars ($41,000). 4e General Terms. and Conditions. In the event of any inconsistency between the provisions of this Agreement and Contractor's proposal, the provisions of this Agreement shall control. A. Time is of the Essence — Contractor agrees to perform the services and deliver the work products provided for herein in strict accordance with any schedules set forth by the City. B. License: Standard of Care — Contractor represents and agrees that all personnel engaged by the Contractor in performing the services are and shall be fully qualified and are authorized or permitted under Federal, State, and local law to perform such services. Contractor represents and warrants to the City that it has all licenses, permits, qualifications, and approvals required to provide the services and work required to be performed by this Agreement. 1. Contractor further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement. Contractor shall perform the services under this Agreement in a skillful and competent manner and in the manner and according to the standards observed by a competent practitioner of the work in which Contractor is engaged. C. Subcontracting Subject to Approval — Contractor shall not subcontract any portion of the work to other persons or contractors without express written approval from the City. D. Administration — This Agreement will be administered by the City Manager or his designee. The Interim City Manager or his designee shall be considered the Project Administrator and shall have the authority to act for the City under this Agreement. The Interim City Manager or his designee shall. represent the City in all matters pertaining to the services to be rendered pursuant to this Agreement. E. Contractor's Records — Contractor shall keep records and invoices in connection with its work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of such records. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a F-3 period of five (5) years from the date of final payment under this Agreement. City: City of Lomita 24300 Narbonne Avenue Lomita, CA 90717 Contractor: West Coast Arborists, Inc. 2200 E Via Burton Street Anaheim, CA 92806 6. Status as Independent Contractor. A. Contractor is, and shall at all times remain as to City, a wholly independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. B. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement, and to 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. In the event that City is audited by any Federal or State agency regarding the independent contractor status of Contractor and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between City and Contractor, then Contractor agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto. C. Contractor shall fully comply with the workers' compensation law regarding Contractor and Contractor's employees. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with applicable worker's compensation laws. City shall have the right to offset against 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 reimbursement or indemnification arising under this Section 6. D. Contractor shall, at Contractor's sole cost and expense fully secure and comply with all federal, state and local governmental permit or licensing requirements, including but not limited to the City of Diamond Bar, South Coast Air F-4 Quality Management District, and California Air Resources Board. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with the requirements in this Section 6. Additionally, the City shall have the right to offset against the amount of any fees due to Contractor under this Agreement for any amount or penalty levied against the City for Contractor's failure to comply with this Section 6. 7. Indemnification. Contractor shall indemnify, defend with counsel approved by City, and hold harmless City, its officers, officials, employees and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Contractor's performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, regardless of City's passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of the City. Should City in its sole discretion find Contractor's legal counsel unacceptable, then Contractor shall reimburse the City its costs of defense, including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation. The Contractor shall promptly pay any final judgment rendered against the City (and its officers, officials, employees and volunteers) covered by this indemnity obligation. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. 8. Insurance. Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company authorized to do business in the State of California and approved by the City (1) a policy or policies of broad -form comprehensive general liability insurance with minimum limits of $5,000,000.00 combined single limit coverage against any injury, death, loss or damage as a result of wrongful or negligent acts by Contractor, its officers, employees, agents, and independent contractors in performance of services under this Agreement; (2) property damage insurance with a minimum limit of $10,000,000.00; (3) automotive liability insurance, with minimum combined single limits coverage of $1,000,000.00; and (4) worker's compensation insurance with a minimum limit of $1,000,000.00 or the amount required by law, whichever is greater. City, its officers, employees, attorneys, and volunteers shall be named as additional insureds on the policy(ies) as to comprehensive general liability, property damage, and automotive liability. The policy(ies) as to comprehensive general liability, property damage, and automobile liability shall provide that they are primary, and that any insurance maintained by the City shall be excess insurance only. A. All insurance policies shall provide that the insurance coverage shall not be non -renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City thirty (30) day's prior written notice thereof. Contractor agrees that it will not cancel, reduce or otherwise modify the insurance coverage. F-5 B. All policies of insurance shall cover the obligations of Contractor pursuant to the terms of this Agreement; shall be issued by an insurance company which is authorized to do business in the State of California or which is approved in writing by the City; and shall be placed with a current A.M. Best's rating of no less that A VII. C. Contractor shall submit to City (1) insurance certificates indicating compliance with the minimum worker's compensation insurance requirements above, and (2) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less that one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on City's appropriate standard forms entitled "Additional Insured Endorsement", or a substantially similar form which the City has agreed in writing to accept. D. The general and automobile liability policies required by this Agreement shall allow City, as additional insured, to satisfy the self-insured retention ("SIR") and/or deductible of the policy in lieu of the Contractor (as the named insured) should Contractor fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City Attorney and the Finance Director. Contractor understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Contractor as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Contractor's behalf upon the Contractor's failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Contractor for breach of this Agreement in addition to any other damages incurred by City due to the breach. E. Contractor shall furnish a Contract Performance Bond as set forth in Exhibit A. 9. Confidentiality. Contractor in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. Notwithstanding the foregoing, to the extent Contractor prepares reports of a proprietary nature specifically for and in connection with certain projects, the City shall not, except with Contractor's prior written consent, use the same for other unrelated projects. 10. Ownership of Materials. All materials provided by Contractor in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Contractor may, however, F-6 make and retain such copies of said documents and materials as Contractor may desire, A. Contractor covenants that it presently has no interest and shall not acquire any interest, director or indirect, which may be affected by the services to be performed by Contractor under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this Agreement. 12. Termination. City may terminate this Agreement with or without cause upon thirty (30) days written notice to Contractor. The effective date of termination shall be upon the date specified in the notice of termination, or, in the event no date is specified, upon the fifteenth (15th) day following delivery of the notice. In the event of such termination, City agrees to pay Contractor for services satisfactorily rendered prior to the effective date of termination. Immediately upon receiving written notice of termination, Contractor shall discontinue performing services. Contractor may terminate this Agreement, or any program or service provided hereunder, at least ninety (90) days in advance of such termination. If this Agreement is terminated by the Contractor, the Contractor shall be compensated for services satisfactorily completed and approved prior to the effective date of termination. 13. Personnel. Contractor represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Contractor or under it supervision, and all personnel engaged in the work shall be qualified to perform such services. Contractor reserves the right to determine the assignment of its own employees to the performance of Contractor's services under this Agreement, but City reserves the right, for good cause, to require Contractor to exclude any employee from performing services on City's premises. -14. Non-Discri m i nation and Equal Employment Op,ortunity. A. Contractor shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of City relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or F-7 termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. B. Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, C. Contractor will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials, 16. Assignment, Contractor shall not assign or transfer any interest in this Agreement nor the performance of any of Contractor's obligations hereunder, without the prior written consent of City, and any attempt by Contractor to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect. 16. Performance Evaluation. City will provide Contractor a written annual administrative performance evaluation within ninety (90) days of the first anniversary of the effective date of this Agreement, and each year thereafter throughout the term of this Agreement. The work product required by this Agreement shall be utilized as the basis for review, and any comments or complaints received by City during the review period, either orally or in writing, shall be considered. City shall meet with Contractor prior to preparing the written report. If any noncompliance with the Agreement is found, City may direct Contractor to correct the inadequacies, or, in the alternative, may terminate this Agreement as provided herein. 17. Compliance with Laws. Contractor shall comply with all applicable laws, ordinances, codes and regulations of the federal, state, and local governments. Contractor shall keep itself informed of all State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its services pursuant to this Agreement, The Contractor shall, at all times, observe and comply with all such laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Contractor to comply with this paragraph. 18. 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 event shall the making by City of any payment to Contractor 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 or prejudice any right or remedy available to City with regard to such breach or default, 19. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses and Contractors, 20. Mediation. Any dispute or controversy arising under this Agreement, or in connection with any of the terms and conditions hereof, shall be referred by the parties hereto for mediation. A third party, neutral mediation service shall be selected, as agreed upon by the parties and the costs and expenses thereof shall be borne equally by the parties hereto. In the event the parties are unable to mutually agree upon the mediator to be selected hereunder, the City Council shall select such a neutral, third party mediation service and the City Council's decision shall be final. The parties agree to utilize their good faith efforts to resolve any such dispute or controversy so submitted to mediation. It is specifically understood and agreed by the parties hereto that referral of any such dispute or controversy, and mutual good faith efforts to resolve the same thereby, shall be conditions precedent to the institution of any action or proceeding, whether at law or in equity with respect to any such dispute or controversy. 21. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during regular business hours or by facsimile or electronic mail before or during regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section. 22. Governing Law. This Contract shall be interpreted, construed and enforced in accordance with the laws of the State of California. 23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument. 24. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represent the entire and integrated agreement between Contractor and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. Amendments on behalf of the City will only be valid if signed by the City Manager or the Mayor and attested by the City Clerk. 25. Exhibits. All exhibits referred to in this Agreement are incorporated herein by this reference. F-9 26. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way provided that the principal purpose of this Agreement is not thereby frustrated. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. "City" 0 Sandra Medina, City Clerk "CONTRACTOR" in Its: CITY OF LOMITA in Stephen R. Burrell Interim City Manager F-10