RPVCCA_CC_SR_2012_05_15_E_Agreement_Amendment_For_Tree_Trimming_MaintenanceCITY OF RANCHO PALOS VERDES
MEMORANDUM
HONORABLE MAYOR &CITY COUNCIL MEtrMBERS
TOM ODOM,DIRECTOR OF PUBLIC WORK
MAY 15,2012
APPROVE FIRST AMENDMENT TO AGREEMENT WITH WEST
COAST ARBORIST INC.,FOR TREE TRIMMING MAINTENANCE.
(In Support of 2012 City Council Goal #5:Review Existing
Contract/Consultants).
REVIEWED:CAROLYN LEHR,CITY MANAGER ~
Project Manager:Emilio Blanco,Maintenance Superintendent <E.'€>,.
TO:
FROM:
DATE:
SUBJECT:
RECOMMENDATIONS
Approve and execute first amendment to the agreement for one fiscal year effective
July 1,2012,to June 30,2013,with West Coast Arborist Inc.,for Tree Trimming
Maintenance
BACKGROUND
On July 7,2009,the City Council awarded a contract to West Coast Arborist Inc.,for
the City's Tree Trimming Maintenance.The contract had an initial term of three years
with the possibility of three (3)one year amendments and the original term will expire
on June 30,2012.
CONCLUSION
Based on Staff analysis and West Coast Arborist Inc.,pruning prices (Exhibit 3),
satisfactory performance in terms of quality of work,timely performance,and their
ability to consistently update the city's computerized tree maintenance inventory,staff
recommends the approval of the first amendment in accordance with the current
agreement.
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RECOMMENDATION
Approve the first Amendment to the agreement for tree trimming maintenance allowing
time for staff to fully reevaluate computerized tree inventory services,tree maintenance
and reforestation.Staff will add services and continue to update specifications for all
maintenance services with the most recent technical and safety regulations for fiscal
year 2013-2014 and beyond.
The First Amendment to West Coast Arborist Inc.,for Tree Trimming Maintenance
extends the original agreement for the period of July 1,2012 to June 30,2013.Staff
requests the Council's approval and the Mayor's execution of this one-year amendment
agreement.
FISCAL IMPACT
The adopted FY 2012-2013 budget provides adequate funding for the staff
recommendation.The funding source for this contract is Street Maintenance-Non
Pavement Budget Program.
ATTACHMENTS
•Exhibit 1:The Original Agreement
•Exhibit 2:The First Amendment to West Coast Arborist Inc.,for Tree Trimming
Maintenance.
•Exhibit 3:Price comparison for Tree Pruning Services
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'Exhibit 1
CITY OF RANCHO PALOS VERDES
CONTRACT FOR:
Tree TrimmingIMaintenance Project FY 09-10,10-11,11-12
~
This Agreement is made and entered this:[-day of :J lJ L'i-,200.s,by and between the
CITY OF RANCHO PALOS VERDES,hereinafter referred to as "City"and West Coast Arborists,Inc.,
hereinafter referred to as "Contractor."
WHEREAS,Contractor and Contractor's Surety are providing the bonds attached hereto and incorporated
by this reference;
WHEREAS,City desires to contract with Contractor to perform the services detailed in this contract,
including the Proposal;and
WHEREAS,Contractor has represented that it is fully qualified to assume and discharge such
responsibility.
NOW,THEREFORE,the parties hereto do agree as follows:
1.Scope of Services.City hereby employs Contractor to perform the work and provide the services
and materials for the project identified as:Tree Trimming/Maintenance Project FY 09-10,10-
11,11-12,as described in these Plans and Specifications,attached hereto as Exhibit "A"and
incorporated herein by this reference,including miscellaneous appurtenant work.Such work shall
be performed in a good and workmanlike manner,under the terms as stated herein and in these
Plans and Specifications,and in accordance with the latest edition of the Joint Cooperative
Committee,Southern California Chapters of the American Public Works Association and the
Associated General Contractors of America,document entitled "Standard Specifications."In the
event of any conflict between the terms of this agreement and any of the above-referenced
documents,the terms of this agreement shall be controlling.
.."""'
2.Term of contract.This Agreement shall commence on 1 J'u'-'l'2..Cf\JL and shall
terminate o~JUNe:21)'2...Immediately following,the City and Contractor may
extend the Agreement for three (3)one-year extensions based on their mutual written agreement.
3.Time.Upon receipt of written Notice to Proceed from the City,Contractor shall perform with
due diligence the services requested by the City and agreed 'on by Contractor.Time is of the
essence in this Agreement.
4.Compensation.In consideration of the services rendered hereunder,Contractor shall be paid
according to the prices as submitted on the Bid Sheet of the Proposal,,attached hereto as a part
of these Plans and Specifications in Exhibit "A"and in accordance with the Special Provisions.
5.Independent Contractor.Contractor is and shall at all times remain,as to the City,a wholly
independent contractor.Neither the City nor any of its agents shall have control over the conduct
of Contractor or any of the Contractor's employees,except as herein set forth,and Contractor is
free to dispose of all portions of its time and activities which it is not obligated to devote to the
City in such a manner and to such persons,firms,or corporations at the Contractor wishes except
as expressly provided in this Agreement.Contractor shall have no power to incur any debt,
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obligation,or liability on behalf of the City or otherwise act on behalf of the City as an agent.
Contractor shall not,at any time or in any manner,represent that it or any of its agents,servants
or employees,are in any manner agents,servants or employees of City.Contractor agrees to pay
all required taxes on amounts paid to Contractor under this Agreement,and to indemnify and hold
the City harmless from any and all taxes,assessments,penalties,and interest asserted against the
City by reason of the independent contractor relationship created by this Agreement.Contractor
shall fully comply with the workers'compensation law regarding Contractor and its employees.
Contractor further agrees to indemnify and hold the City harmless from any failure of Contractor
to comply with applicable workers'compensation laws.The City shall have the right to offset
against the amount of any fees due to Contractor under this Agreement any amount due to the
City from Contractor as a result of its failure to promptly pay to the City any reimbursement or
indemnification arising under this Article.
6.Assignment.Neither this Agreement nor any part thereof shall be assigned by Contractor without
the prior written consent of the City.Any such purported assignment without written consent
shall be null and void,and Contractor shall hold harmless,defend and indemnify the City and its
officers,officials,employees,agents and representatives with respect to any claim,demand or
action arising from any unauthorized assignment.
7.Termination.This Agreement may be canceled by City at any time without penalty upon thirty
(30) days'written notice or by Contractor upon 120 days'written notice.In the event of
termination without fault of Contractor,City shall pay Contractor for all services rendered prior
to date of termination,and such payment shall be in full satisfaction of all services rendered
hereunder.
8.Workers'Compensation Insurance.California Labor Code Sections 1860 and 3700 provide that
every contractor will be required to secure the payment of compensation to its employees.In
accordance with the provisions of California Labor Code Section 1861,the Contractor hereby
certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which
require every employer to be insured against liability for workers'
compensation or to under take 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."
9.Prevailing Wages.Contractor acknowledges the provisions of the State Labor Code requiring
every employer to be insured against liability for workers'compensation,or to undertake self-
insurance in accordance with the provisions of that code and certifies compliance with such
provisions.Contractor further acknowledges the provisions of the State Labor Code requiring
every employer to pay at least the minimum prevailing rate of per diem wages for each craft,
classification,or type of workman needed to execute this contract.
10.Contractor's License.Contractor shall at all times during the term of this Agreement carry,
maintain,and keep in full force and effect a Class C-27,D-49,or C-61 Contractor's license and
must also have a certified arborist on staff.
11.Incorporation by Reference.All of the following documents are attached hereto and incorporated
herein by this reference:City of Rancho Palos Verdes Instructions for Execution of Instruments;
Insurance Requirements for City of Rancho Palos Verdes Public Works Contract;Payment Bond
(Labor and Materials);Performance Bond;Workers'Compensation Certificate of Insurance;
Agreement to Comply with California Labor Law Requirements;Indemnification and Hold
Harmless Agreement and Waiver of Subrogation and Contribution;Additional Insured
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Endorsement (Comprehensive General Liability);Additional Insured Endorsement (Automobile
Liability);and Additional Insured Endorsement (Excess Liability).
12.Conflicts of Interest.Contractor agrees not to accept any employment or representation during
the term of this Agreement or within twelve (12)months after completion of the work under this
Agreement which is or may likely make Contractor "financially interested"(as provided in
California Government Code Sections 1090 and 87100)in any decisions made by City on any
matter in connection with which Contractor has been retained pursuant to this Agreement.
13.Suit;Recovery of Attorney Fees &Costs.Should either party to this Agreement bring legal
action against the other,the validity,interpretation,and performance of this Agreement shall be
controlled by and construed under the laws of the State of California.Venue for any such action
relating to this Agreement shall be in the Los Angeles County Superior Court.Furthermore,if
any legal action or other proceeding,including action for declaratory relief,is brought for the
enforcement of this Agreement or because of an alleged dispute,breach,default or
misrepresentation in connection with this Agreement,the prevailing party shall be entitled to
recover reasonable attorneys'fees,experts'fees,and other costs,in addition to any other relief to
which the party may be entitled.
14.Titles.The titles used in this Agreement are for general reference only and are not part of the
Agreement.
15.Entire Agreement.This Agreement,including any other documents incorporated herein by
specific reference,represents the entire and integrated agreement between City and Contractor
and supersedes all prior negotiations,representations or agreements,either written or oral.This
Agreement may be modified or amended,or provisions or breach may be waived,only by
subsequent written agreement signed by both parties.
16.Construction.In the event of any asserted ambiguity in,or dispute regarding the interpretation of
any matter herein,the interpretation of this Agreement shall not be resolved by any rules of
interpretation providing for interpretation against the party who causes the uncertainty to exist or
against the party who drafted the Agreement or who drafted that portion of the Agreement.
17.Non-Waiver of Terms.Rights and Remedies.Waiver by either party of anyone 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 the City of any payment to
Contractor constitute or be construed as a waiver by the 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
the City shall in no way impair or prejudice any right or remedy available to the City with regard
to such breach or default.
18.Severability.If any term or portion of this Agreement is held to be invalid,illegal,or otherwise
unenforceable by a court of competent jurisdiction,the remaining provisions of this Agreement
shall continue in full force and effect.
19.Notice.Except as otherwise required by law,any notice,request,direction,demand,consent,
waiver,approval or other communication required or permitted to be given hereunder shall not be
effective unless it is given in writing and shall be delivered (a)in person or (b)by certified mail,
postage prepaid,and addressed to the parties at the addresses stated below,or at such other
address as either party may hereafter notify the other in writing as aforementioned:
To City:
Jim Bell,Director of Public Works
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City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes,CA 90275
To Contractor:
Responsible Person:PATRICK MAHONEY
West Coast Arborists,mc.
2200 E.VIA BURTON--ST.
~,I ANAliEIM,CA 92806
A party may change its address by giving written notice to the other party.Thereafter,any notice
or other communication shall be addressed and .transmitted to the new address.Ifsent by mail,
any notice,tender,demand,delivery or other communication shall be deemed effective three (3)
business days after it has been deposited in the United States mail.For purposes of
communicating these time frames,weekends and federal,state,religious,County of Los Angeles
.or City holidays shall be excluded..No communication via facsimile or electronic mail shall be
effective to give any such notice or other communication hereunder.
PAT
WestCoa t
BY:--+l~------\---
RESIDENT
IN WITNESS WHEREOf,the parties hereto have executed the within Agreement the day and year first
above written.
Dated:__--Z-'-ll-"-I~_=t_/O=---.Jpt'----I I
Dated:_~~_J-~-L-()--,-1 _The City of Rancho Palos Verdes,
By:~~'Ci~')
YOR
ATI.EST:C.
&L'--~
CITY CLERK
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Exhibit 2
First Amendment to Agreement between
the City of Rancho Palos Verdes
and West Coast Arborist,Inc.
This agreement is the first amendment ("Amendment")to the Tree
Trimming/Maintenance Agreement between the City of Rancho Palos Verdes ("City")and
West Coast Arborist,Inc.("Contractor"),dated July 7,2009 ("Agreement").This
Amendment is effective as of July 1,2012 and is being made to extend the term of the
Agreement for one year and to add additional provisions regarding the ownership of
documents and work product.
Section 1.Section 2 of the Agreement is hereby amended to read as follows:
"This Agreement shall commence on July 1,2012 and shall expire on June 30,
2013,unless sooner terminated pursuant to Section 7 of this Agreement.Additionally,
there are two (2)one-year options to renew the Agreement for FY 2013-2014 and 2014-
2015 with the mutual written consent of both parties."
Section 2.Section 20 is hereby added to the Agreement to read as follows:
"20.Ownership of Documents and Work Product
All documents,plans,specifications,reports,information,data,exhibits,
photographs,images,video files and media created or developed by Contractor
pursuant to this Agreement ("Written Products")shall be and remain the property of the
City without restriction or limitation upon its use,duplication or dissemination by the
City.All Written Products shall be considered "works made for hire,"and all Written
Products and any and all intellectual property rights arising from their creation,
including,but not limited to,all copyrights and other proprietary rights,shall be and
remain the property of the City without restriction or limitation upon their use,duplication
or dissemination by the City.Contractor shall not obtain or attempt to obtain copyright
protection as to any Written Products.
Contractor hereby assigns to the City all ownership and any and all
intellectual property rights to the Written Products that are not otherwise vested in the
City pursuant to the paragraph directly above this one.
Contractor warrants and represents that it has secured all necessary
licenses,consents or approvals to use any instrumentality,thing or component as to
which any intellectual property right exists,including computer software,used in the
rendering of the services and the production of all Written Products produced under this
Agreement,and that the City has full legal title to and the right to reproduce the Written
Products.Contractor shall defend,indemnify and hold the City,and its elected officials,
officers,employees,servants,attorneys,designated volunteers,and agents serving as
independent contractors in the role of City officials,harmless from any loss,claim or
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liability in any way related to a claim that City's use of any of the Written Products is
violating federal,state or local laws,or any contractual provisions,or any laws relating
to trade names,licenses,franchises,copyrights,patents or other means of protecting
intellectual property rights and/or interests in products or inventions.Contractor shall
bear all costs arising from the use of patented,copyrighted,trade secret or
trademarked documents,materials,equipment,devices or processes in connection with
its provision of the services and Written Products produced under this Agreement.In
the event the use of any of the Written Products or other deliverables hereunder by the
City is held to constitute an infringement and the use of any of the same is enjoined,
Contractor,at its expense,shall:(a)secure for City the right to continue using the
Written Products and other deliverables by suspension of any injunction,or by
procuring a license or licenses for City;or (b)modify the Written Products and other
deliverables so that they become non-infringing while remaining in compliance with the
requirements of this Agreement.This covenant shall survive the termination of this
Agreement.
Upon termination,abandonment or suspension of the Project,the Contractor
shall deliver to the City all Written Products and other deliverables related to the Project
without additional cost or expense to the City.If Contractor prepares a document on a
computer,Contractor shall provide City with said document both in a printed format and
in an electronic format that is acceptable to the City."
Section 3.Except as expressly amended by this Amendment,all other
provisions of the Agreement shall remain in full force and effect as written in the
Agreement.
IN WITNESS WHEREOF,the parties hereto have executed this Amendment as of
the date and year first above written.
Dated:_
[Signatures continue on next page]
WEST COAST ARBORIST,INC.
("Contractor")
Signature:__----,_
Printed Name:_
Title:_
Signature:_
Printed Name:_
Title:_
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CITY OF RANCHO PALOS VERDES
("City")
By:_
Mayor
ATTEST:
By:_
City Clerk
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Exhibit 3
Price Comparison for Tree Pruning Services
TREE PRUNINGICITYPRICE
Rancho Palos Verdes $43.00
Norwalk $44.00
Bellflower $44.85
South Gate $45.75
Lomita $46.50
Paramount $46.75
Lakewood $47.15
Carson Avg.$51.66
Rolling Hills Estates $54.00
Long Beach $55.00
Torrance $55.00
Cerritos Avg.$60.00
Downey $67.20
Whittier $90.00
Cypress Avg.$94.37
Culver City Avg.$98.00
Huntington Beach Avg.$144.00
Santa Monica $174.00
Beverly Hills Avg.$193.00
Prices in effect as of4/2012
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