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West Coast Arborists Inc; 2015-07-15;
AMENDMENT NO. 2 TO AMEND AND EXTEND AGREEMENT FOR PARKS MAINTENANCE SERVICES WORK CATEGORY B -TREES WEST COAST ARBORISTS, INC. /i This Amendment No. 2 is en~ered into and effective as of the / q th day of ___;::-'--' ...... __ "-Ao....._....._.~=-----' 20..l..5.., extending and amending the agreement dated July 15, 2015 (the "Agreeme y and between the City of Carlsbad, a municipal corporation, ("City"), and West Coast Arborists, Inc., ("Contractor") (collectively, the "Parties") for parks maintenance services for city trees. RECITALS A. On June 9, 2017, the Parties executed Amendment No. 1 to the Agreement to extend and fund the Agreement for a period of two years. B. The Parties desire to alter the Agreement's scope of work to include Contractor's assumption of trees added to the city's stock as the result of property acquisitions, parks and facilities..j.n,provement projects, medians and parkways development, and preserves acceptance. The Parties also desire to alter the Agreement's scope of work to increase Contractor's Extra Work (e.g., to update a Geographic Information System Inventory, and Community Forest Management Plan). C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. D. The Parties desire to extend and fund the Agreement for a period of two years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended ff.om time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed eight hundred eighty-nine thousand, eight hundred seventy-five dollars ($889,875) per Agreement year and shall not exceed one million, seven hundred seventy-nine thousand, seven hundred fifty dollars ($1,779,750) per two-year term. 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed for approval by City. 3. That the Agreement, as may have been amended from time to time, is hereby extended for a period of two years ending on July 15, 2021. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. City Attorney Approved Version 1 /30/13 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR Cl OF ARLSBAD, a municipal ti n of the State of California By: By: ATTEST: I 1: f' // ,' 1 1 /j . "' ~at111 a /LA /<, t;· I c Z/ t c~v~(:L/ ; BARBARA ENGLESON { jfi-City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: -~--7 _J""'----"-A _____ / __ Deputy City Attornty City Attorney Approved Version 1 /30/13 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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 Orooqe, On (e,bruar" :L 20 )0 before me, Arleile /\l)nq 81Srt1n, No1a rv. Pub)1Q Date Here Insert Name and Title of the Officer personally appeared ~p_(>tt~n_c~k~M_Cl_h_O_f'\_e~\l__,____~~n=c~I ~P.~1 c ...... b+=a~r~d,_____fv~1CJ~h~c~' o=e_.,\I,__ __ _ 1 Name(s) of Signer(s) f who proved to me on the basis of satisfactory evidence to be the perso -whose name~@ subscribeg, to the within instru111~ and acknowledged Js?:., me that h executed the same in hisfherftkfgir authorized capacity~, and that,9~\histtTer/~ir signatur on ttie instrument the perso~, or the entity upon behalf of which the person~cted, executed the instrument. AILENE ANNA IISCAII COMM. #2139731 z Notary Public -California ~ Orange County - Gomm. Ex ires Jan. 9, 2020 Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ----------------oPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: .Arnet0rne()j NO-2 Document Date: ftbruv10{ L/, 2019 Number of Pages: 3 Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Corporate Officer -Title(s): ______ _ Partner -i Limited : , General Individual : Attorney in Fact Trustee r Guardian or Conservator Other: _____________ _ Signer Is Representing: ________ _ Signer's Name: ___________ _ · Corporate Officer -Title(s): ______ _ Partner -Limited , General Individual -Trustee Attorney in Fact Guardian or Conservator Other: _____________ _ Signer Is Representing: ________ _ ~ -. . ~~~~~~~'Q'(;.'Q'(;.~'%~'%~'Q(;IQ<,~~~~~ ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBIT "A" SCOPE OF SERVICES AND FEE Contractor shall furnish under the provisions of the Agreement all labor, materials, equipment, transportation required to provide: Item Description Units NTE Cost Parks Maintenance Services to trees added to the city's stock as the result of property acquisitions, parks and facilities improvement projects, medians and parkways development, 1 and preserves acceptance, and shall be included in Part I, 1 $99,225 General Specifications, 2.0 -Trees to be Maintained, on a time and materials basis, in accordance with the costs listed in Appendix B, Contractor's Cost of Services 2 Extra Work to update Geographic Information System Inventory 5,000 $26,250 with trees not on the City's approved species list at $5.25/ea. 3 Extra Work to update Geographic Information System Inventory 5,000 $17,500 with trees on the City's approved species list at $3.50/ea. Extra Work to update City's Community Forest Management 4 Plan, per Contractor's attached Cost Summary Sheet, and to 1 $35,000 include a presentation to Council and two stakeholder meetings Subtotal Exhibit "A" $177,975 Current Agreement Total $711,900 Amended Agreement Total $889,875 The total fee payable for services shall not exceed eight hundred eighty-nine thousand, eight hundred seventy-five dollars ($889,875) per Agreement year. City Attorney Approved Version 1/30/13 3 Certificate of Insurance THIS CERTIFICATE IS ISSUED AS A MA TIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON YOU THE CERTIFICAfE HOLDER. THIS CERTIFICATE IS NOT AN INSURANCE POLICY AND DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGE AFFORDED BY THE POLICIES LISTED BELOW. POLICY LIMITS ARE NO LESS THAN THOSE LISTED ALTHOUGH POLICIES MAY INCLUDE ADDITIONAL SUBLIMIT/LIMITS NOT LISTED BELOW. This is to Certify that lwEST COAST ARBORISTS, INC 2200 EAST VIA BURTON ANAHEIM CA 92806 L 7 _J NAME AND ADDRESS OF INSURED ~ Lihe!:!x Mutual. '1' INSURANCE is, at the issue date of this certificate, insured by the Company under the policy(ies) listed below. The insurance afforded by the listed policy(ies) is subject to all their terms, exclusions and Conditions and is not altered by any requirement, term or condition of any contract or other document with respect to which this certificate may be issued. EXP DATE TYPE OF POLICY □ CONTINUOUS POLICY NUMBER LIMIT OF LIABILITY □ EXTENDED IZI POLICY TERM WORKERS 7/1/2019 WA7-66D-039499-078 COVERAGE AFFORDED UNDER WC EMPLOYERS LIABILITY LAW OF THE FOLLOWING STATES: COMPENSATION All States Exe~ Bodily 1$ury by Accident Statutory Limits ND, OH, WA, 1 000 000EachAccident Bodily Injury By Disease $1 000 000 n · 1 Bodily Injury By Disease $1 000 000 r--• n--- COMMERCIAL 7/1/2019 TB2-661-039499-018 General Aggregate GENERAL LIABILITY $2,000,000 IL) OCCURRENCE Products / Completed Operations Aggregate □ CLAIMS MADE $2,000,000 Each Occurrence $1 000 000 I RETRO DATE I Personal & Advertising Injury $1,000,000 Per Person I Organization Other ther Damajje tggJemises rented to Medical Expense $5,000 lvntt $: QO AUTOMOBILE 7/1/2019 AS7-661-039499-038 Each Accident-Single Limit LIABILITY $2,000,000 B.I. And P.D. Combined 0oWNED Each Person IL) NON-OWNED Each Accident or Occurrence 0HIRED Each Accident or Occurrence OTHER 7/1/2018-7/1/2019 TH?-661-039499-048 .$5,000,000 Per Occurrence/Aggregate Umbrella Excess Liability ADDITIONAL COMMENTS The City of Carlsbad, its officials, employees and volunteers are additional insured with regards to general liability and automobile liability, as their interest may appear, where required by written contract. Coverage is primary and non-contributory. Waiver of Subrogation is included in favor of the additional insured on general liability, workers compensation and automobile liability, and applies only to the specific jobs of the insured performed under written contract, and where applicable by law. • If the certificate expiration date is continuous or extended term, you will be notified if coverage is terminated or reduced before the certificate expiration date. NOTICE OF CANCELLATION: (NOT APPLICABLE UNLESS A NUMBER OF DAYS IS ENTERED BELOW.) BEFORE THE STATED EXPIRATION DATE THE COMPANY WILL NOT CANCEL OR REDUCE THE INSURANCE AFFORDED UNDER THE ABOVE POLICIES UNTIL AT LEAST 30 DAYS NOTICE OF SUCH CANCELLATION HAS BEEN MAILED TO: I.City of Carlsbad 5950 El Camino Real Carlsbad CA 92008 L Los Angeles / 0603 818 W 7th Street, Suite 850 Los Angeles CA 90017 _J OFFICE Liberty Mutual Insurance Group Elaine Ulan AUTHORIZED REPRESENTATIVE 0564408 213-443-0782 6/12/2018 PHONE DATE ISSUED This certificate is executed by LIBERTY MUTUAL INSURANCE GROUP as respects such insurance as is afforded by those Companies NM 772 07-10 42480507 I LM_2819 I 7/18-7/19 -GL/2/1, A.L/2, WC/1, U/5 I Donna Smitala I 6/12/2018 12,05,13 PM (CDT) I Page l of 2 LDI COi 268896 02 11 / AGENCY CUSTOMER ID: LM 2819 -~------------------LO C #: -------- ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Liberty Mutual Insurance Co. National Insurance West WEST COAST ARBORISTS, INC 2200 EAST VIA BURTON POLICY NUMBER ANAHEIM CA 92806 CARRIER I NAICCODE EFFECTIVE DA TE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: NM FORM TITLE: Certificate of Casualty Insurance (07/10) HOLDER: City of Carlsbad ADDRESS: 5950 El Camino Real Carlsbad CA 92008 Insurers Affording Coverage: Workers' Compensation: Liberty Insurance Corporation NAIC #42404 Commercial General Liability: Liberty Mutual Fire Insurance Company NAIC #23035 Automobile Liability: Liberty Insurance Corporation NAIC #42404 Umbrella Excess Liability: Liberty Insurance Corporation NAIC #42404 Page of ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDENDUM 42480507 I LM_2819 I 7/18-7/19 · GL/2/1, Al../2, WC/1, U/5 I Donna Smitala I 6/12/2018 12,05,13 PM (CDT) I Page 2 of 2 POLICY NUMBER: TB2-661-039499-018 / COMMERCIAL GENERAL LIABILITY CG 2010 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury'' caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law: and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury'' or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work. on the project (other than service. maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement: or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any owner, lessee, or contractor for whom you have agreed in writing prior to a loss to provide liability insurance Location(s) Of Covered Operations Any location work is performed Information required to complete this Schedule. if not shown above. will be shown in the Declarations. CG 20100413 © Insurance Services Office, Inc .. 2012 Page 1 of 1 POLICY NUMBER: AS7-661-039499-038 COMMERCIAL AUTO CA 20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement. the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization whom you have agreed in writing to add as an additional insured, but only to coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either the scope of coverage or the limits of insurance provided in this policy. Information required to complete this Schedule. if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II -Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20481013 © Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: TB2-661-039499-018 COMMERCIAL GENERAL LIABILITY CG20010413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. Schedule Additional premium is a percent of the California Manual Workers Compensation premium. Subj~ct to a minimum premium charge of$ 250. Person or Organization Where required by contract or written agreement prior to loss and allowed by law Issued by Liberty Insurance Corporation 21814 For attachment to Policy No. WA?-66D-039499-078 Issued to West Coast Arborists, Inc. WC 0403 06 Ed: 04/1984 Job Description Effective Date Premium$ Page 1 of 1 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR PARKS MAINTENANCE SERVICES WORK CATEGORY B -TREES WEST COAST ARBORISTS, INC. -::f,_his Amendment No. 1 is entered into and effective as of the 9fh day of \.__ )-..() Q , 20l.2._, extending and amending the agreement dated July 15, 2015 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and West Coast Arborists, Inc., ("Contractor") (collectively, the "Parties") for parks maintenance services for city trees. RECITALS A. The Parties desire to extend and fund the Agreement for a period of two years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of two years ending on July 15, 2019 on a time and materials basis not-to- exceed seven hundred eleven thousand, nine hundred dollars ($711 ,900) per Agreement year and shall not exceed one million, four hundred twenty-three thousand, eight hundred dollars ($1 ,423,800) for two year term. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR By: Patrick Mahoney, Presiden (print name/title) By: (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By:~l ATTEST: C.i«fuAn lln2~~ BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:~ ----~~~--~~--~~----Assism~t City Attorney ~ City Attorney Approved Version 1/30/13 2 AGREEMENT FOR PARKS MAINTENANCE SERVICES WORK CATEGORY B - TREES (WEST COAST ARBORISTS, INC.) This Agreement, is effective on the date signed by an authorized representative ofthe City of Carlsbad July 15, 2015, and is made by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and West Coast Arborists, Inc., a corporation, ("Contractor"). RECITALS A. City desires to obtain the services of a private Contractor to perform Parks Maintenance Services on the City's Trees; and B. Contractor has represented that Contractor possesses the necessary qualifications and experience to provide the services required by this Agreement; and C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. D. City has authorized the preparation of an agreement to retain the services of Contractor as hereinafter set forth; and E. This Agreement shall not be binding, nor shall it be relied upon by Contractor until it is fully and dully executed by City. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein. City and Contractor agree as follows: 1. SCOPE OF SERVICES City retains Contractor to perform, and Contractor agrees to render, those services that are defined in attached Appendix "A", which is attached hereto and incorporated herein. 2. TERM The term of this Agreement will be for a period of two years from the Effective Date. The City Manager may amend the Agreement to extend it for two additional two-year periods or parts thereof in an amount not to exceed seven hundred eleven thousand, nine hundred dollars ($711,900) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance. City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. Either the City or the Contractor may decline the renewal of the contract for any reason whatsoever, which shall render the renewal option null and void. 3. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 4. COMPENSATION The total not-to-exceed fee payable for the Services to be performed during the initial Agreement term will be one million, four hundred twenty-three thousand, eight hundred dollars ($1,423,800). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Fees for subsequent amendments shall not exceed the amount, per Agreement year, set forth in Appendix "B", which is attached hereto and incorporated herein. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City may deduct the indemnification amount from any balance owing to Contractor. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the Services specified in Appendix "A". Incremental payments, if applicable, should be made as outlined in Appendix "A", Work Category A, Part 1, Subsection 7.0 of this Agreement. There will be no additional charges such as travel or trip costs allowed. Payment for service starts when the workers arrive at the City of Carlsbad owned or maintained properties, and ends at the completion ofthe required service work. Portal to portal payment is not included in Agreement. If an increase in compensation for service in succeeding option terms is requested, the Contractor must provide detailed supporting documentation to justify the requested rate increase. The requested increase will be evaluated by the City, and the City reserves the right to negotiate, accept, reject, or move to terminate the Agreement based on the Contractor's requested compensation increase. This Agreement's annual compensation terms may, but is not required to, be adjusted by a mutually agreeable amount based on and no greater than the San Diego Consumer Price Index changes over the previous two year period. Requests for price changes must be made by the Contractor in writing sixty (60) days before the end of the then-current agreement period and is subject to negotiation or rejection by the City. 5. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. City shall have the right to control Contractor only insofar as to the results of Contractor's Services rendered pursuant to this Agreement; however. City shall not have the right to control the means by which Contractor accomplishes such Services. The persons used by Contractor to provide Services under this Agreement will not be considered employees of City for any purposes. Except as City may express in writing, Contractor shall have no authority, expressed or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, expressed or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. 6. PREVAILING WAGES TO BE PAID The general prevailing rate of wages for each craft or type of worker needed to execute the contract shall be those as determined by the Director of Industrial Relations pursuant to Sections 1770, 1773 and 1773.1 of the Labor Code. Pursuant to Section 1773.2 of the Labor Code, a current copy of the applicable wage rates is on file in the Office of the City Engineer. The contractor to whom the contract is awarded shall not pay less than the said specified prevailing rates of wages to all workers employed by him or her in execution of the contract. 7. SUBCONTRACTING Contractor shall not subcontract any portion ofthe Services unless Contractor expressly identified the name of the subcontractor and the exact services to be performed by subcontractor in its response to City's request for proposal. If these prerequisites have been fully complied with then Contractor shall obtain City's written approval authorizing the subcontracting of that portion ofthe Services. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other contractors in connection with any of the services that are the subject matter of this Agreement or the City's request for proposal. 9. INDEMNIFICATION Contractor agrees to defend, indemnify, protect and hold City, its agents, officers and employees, harmless from and against all claims asserted, or liability established for damages or injuries to any person or property including to Contractor's employees, agents, officers, or any subcontractor(s) or judgments arising directly or indirectly out of obligations, work or services herein undertaken, which arise from, are connected with, are caused or claimed to be caused by the acts or omissions ofthe Contractor, its agents, officers, employees, and any subcontractor(s). The Contractor's duty to defend, indemnify, protect and hold harmless shall not include any claims or liabilities arising from the sole negligence or sole willful misconduct of the City, its agents, officers or employees. Contractor further agrees that the duty to defend includes attorneys' fees and all costs associated with enforcement of this indemnification provision, defense of any claims arising from this Agreement; and, where a conflict of interest exists, or may exist between Contractor and the City, the reasonable value of attorneys' fees and all costs if the City chooses, at its own election, to conduct its own defense or participate in its own defense of any claim related to this Agreement. The parties expressly agree that any payment, attorneys' fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' ID compensation is included as a loss, expense or cost forthe purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. BEST MANAGEMENT PRACTICES For purposes of this Agreement, Best Management Practice (BMP) means: (1) A measure that is implemented to protect water quality and reduce the potential for pollution associated with water runoff entering the City's storm drains system, and (2) Any program, technology, process, siting criteria, operating method, measure, or device that controls, prevents, removes, or reduces such pollution. Unless specifically noted otherwise, it is the responsibility of the Contractor to select, install and maintain appropriate BMPs while performing the Services in accordance with the terms and conditions of this Agreement. It is the Contractor's responsibility to ensure that the BMPs are operational and working properly. Furthermore, the Contractor shall be held responsible for any citation and/or fine due to discharges or malfunctioning of the BMPs. BMPs shall be installed in accordance with all industry recommended and recognized standards. If Contractor proposes to use a BMP that is not in accordance with recommended and recognized industry standard. Contractor shall obtain written approvals from the City prior to installation or use of non-industry standard. It shall be Contractor's responsibility to know and use the appropriate BMPs at any given location where Services are performed pursuant to the terms of this Agreement. 11. REFUSE DISPOSAL AND DUST ABATEMENT As a condition of payment, the Contractor shall submit a signed and notarized affidavit stating that all refuse (e.g., trimmings, brush, trash, debris, waste materials, etc.) resulting from the Services performed have been disposed of in a legal manner, in accordance with local codes and ordinances governing locations and methods of disposal, and in conformance with all applicable safety laws and this Agreement. Disposal of refuse generated as a result of this Agreement at landfills may be subject to a fee. Contractor shall not be entitled to extra compensation for the cost of disposing of this refuse as such cost was included in Contractor's bid. Contractor shall furnish all labor, equipment, and means required and shall carry out effective measures whenever and as often as necessary to prevent its operation from producing dust in amounts damaging to property, cultivated vegetation, domestic animals, or causing a nuisance to persons living or occupying buildings in the vicinity of where the Services are being performed. Contractor shall be responsible for any damage resulting from any dust originating from its operations. The dust abatement measures shall be continued until the Contractor has concluded performing its Services. Contractor shall not be entitled to extra compensation for the cost of dust abatement measures as such cost was included in Contractor's bid. 12. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 12.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits ofthe insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate. Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 12.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 12.1.2 Automobile Liability, (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. $5,000,000 combined single limit per accident for the transport of passengers. Limits for hazardous waste hauling must comply with the requirements of California Vehicle Code Section 34631.5. 12.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 12.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 12.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 12.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 12.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 12.4 Failure to Maintain Coverage. If Contractor fails to maintain any of the types of insurance coverage required by this Agreement, then City will have the option to (1) declare Contractor in breach, (2) may purchase replacement insurance, or (3) pay the premiums that are due on existing policies in order to maintain the required coverage. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 12.5 Submission of Insurance Policies. City reserves the right to require, on reasonable notice, complete and certified copies of any or all required insurance policies and endorsements, be submitted. 13. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 14. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 15. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 16. PERSONNEL With respect to all persons employed or contracted by Contractor to perform Services under this Agreement, Contractor shall ensure that pre-employment or pre-contracting reference and background checks have been conducted on all personnel directly performing Services under this Agreement (which shall include but not be limited to, all such persons who shall come on to the premises at any City facility, or in any City park, or in any public rights-of-way, in the performance of their duties or tasks). Contractor shall be responsible for ensuring that federal, state and county of residence criminal background checks - via Livescan or equivalent means, as approved by the City - are conducted on all personnel so employed or contracted, prior to their commencement of Services under this Agreement, and shall exclude from any direct participation in the performance ofthe Services any dishonest, dangerous, felon, or othenwise unqualified persons. In addition. Contractor shall be responsible for ensuring that the aforementioned criminal background checks are annually renewed, priorto the anniversary date of the execution of this Agreement, Contractor will abide by all applicable laws, rules and regulations including, but not limited to the Fair Credit Reporting act and/or any equal opportunity laws, rules, regulations or ordinances. Contractor shall maintain paperwork ensuring its compliance with the above. City shall reserve the right to audit background check data. City shall have the absolute right to review and disapprove any personnel assigned to perform any of the Services required pursuant to this Agreement. City shall have the unrestricted right to order the removal for cause of any person(s) assigned by Contractor by giving oral or written notice to Contractor to such effect. Contractor's personnel shall at all times while performing any ofthe Services required underthis Agreement to comply with the City's drug and alcohol policies then in effect. Contractor shall remove any person from performing any Services to the City if said person is arrested and charged with either a misdemeanor or felony. It shall be a breach of this Agreement to violate any provision of this section; and City may in its 13 sole discretion and without being in breach of Agreement, immediately terminate Agreement. 17. NOTICES The names ofthe persons who are authorized to give or receive written notice(s) on behalf of City and on behalf of Contractor under this Agreement are: For Citv Name Title Kyle Lancaster Parks Superintendent Department Address Parks & Recreation City of Carlsbad 799 Pine Avenue, Ste. 200 Phone Email Carlsbad, CA 92010 (760) 434-2941 kyle.lancaster@carlsbadca.gov For Contractor Name Title Address Phone Email Victor Gonzalez Vice President West Coast Arborists, Inc. 2200 Via Burton Street Anaheim, CA 92806 (800) 521-3714 vgonzalez@wcainc.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 18. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. Contractor shall file its initial Conflict of Interest Statement on the Effective Date of this Agreement, and annually thereafter. 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 21- DISPUTE RESOLUTION If a dispute arises out of or relates to this Agreement or the breach thereof for reasons other than Section 14 above, and if said dispute cannot be settled through normal contract negotiations, the parties agree to first endeavor to settle the dispute in an amicable manner, using mandatory non- binding mediation under the Mediation Rules of the American Arbitration Association or any other neutral organization or individual agreed upon, in writing, before having recourse in a court of law. 21.1 Mandatory Mediation Costs The expenses of witnesses for either side shall be paid by the party producing such witnesses. All other expenses of the mediation, including required traveling and other expenses of the mediator, and the cost of any proofs or expert advice produced at the direct request of the mediator, shall be borne equally by the parties, unless they agree othenwise. Each party shall be responsible for their/its own attorneys' fees and costs. 21.2 Selection of Mediator A single mediator that is acceptable to both parties shall be used to mediate the dispute. The mediator will be subject matter knowledgeable of the Services required pursuant to this Agreement and may be selected from lists furnished by the American Arbitration Association (AAA) or any other agreed upon mediator. To initiate mediation, the initiating party shall serve a Request for Mediation on the opposing party. If the mediator is selected from a list provided by AAA, the initiating party shall concurrently file with AAA a "Request for Mediation" along with the appropriate fees; a copy of requested mediators marked in preference order, and, a preference for available dates. If AAA is selected to coordinate the mediation (Administrator), within ten (10) working days from the receipt ofthe initiating party's Request for Mediation, the opposing party shall file the following: a copy ofthe list ofthe preferred Mediators listed in preference order, after striking any Mediators to which they have any factual objection, and, a preference for available dates. If the parties agree not to use AAA, then a mutually agreed upon mediator, date and place for the mediation shall be agreed upon. The Administrator will appoint or the parties shall agree upon the highest, mutually preferred. Mediator from the individual parties' lists who is available to serve within designated time frames. 21.3 Conduct of Mediation Sessions Mediation hearings will be conducted in an informal manner and discovery, including issuing subpoena(s), will not be allowed. All discussions, statements, or admissions shall be confidential to the proceedings and will not be used for any other purpose as it relates to the party's legal position. During the mediation, the parties may agree to exchange any information they deem necessary. The parties may agree to exchange mediation briefs, but are not required to do so. Both parties must have an authorized representative attend the mediation. Each representative must have the authority to recommend entering into a settlement. Either party may have attorney(s), witnesses or expert(s) present. Either party may request a list of witnesses and notification whether attorney(s) will be present. Any resultant agreements from mediation shall be documented in writing. All mediation results |5 and documentation, by themselves, shall be "non-binding" and inadmissible for any purpose in any legal proceeding, unless such admission or resultant agreement is otherwise agreed upon, in writing, by both parties. Mediators shall not be subject to any subpoena or liability and their actions shall not be subject to discovery. 22. TERMINATION The City may terminate the Agreement at its own discretion with or without cause or when conditions encountered during performance make it impossible or impracticable for the City to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, including the City of Carlsbad. 22.1 Termination for Convenience of the Citv 22.1.1 Termination of Contractor's Performance of Services. The City may terminate, subject to the express terms and conditions set forth below, the Contractor's performance of the Services under this Agreement, in whole or, from time to time, in part, if the City Council does not appropriate sufficient monies to fund the Agreement. The City Manager or designee shall terminate, on behalf of the City, by delivering to the Contractor a Notice of Termination, in writing, specifying the extent of termination and the effective date. 22.1.2 Notice of Termination. After receipt of the Notice of Termination, and except as otherwise directed by the City Manager or designee, the Contractor shall immediately proceed as follows: A. Stop work immediately or as specified in the Notice; B. Immediately place no further orders or contracts for materials, or services, except as necessary to complete any authorized continued portion ofthe Agreement; C. Immediately terminate all contracts and/or subcontractors, if any, to the extent that they relate to the Services terminated; D. With approval by the City Manager or designee, settle all outstanding obligations arising from the termination of contracts and/or subcontractors; the approval of which will be final for purposes of this clause; E. If applicable and as directed by the City Manager or designee, transfer the title and deliver to the City, completed or partially completed drawings, plans, calculations, specifications and any other documents and records that, if the contract had been completed, would be required to be furnished to the City; F. Complete performance of the Services not terminated; and G. If applicable, take any action that may be necessary, or that the City Manager or designee may direct, for the protection and preservation of any property related to this Agreement that is in the possession of the Contractor and in which the City has or may acquire an interest. 22.1.3 Removal of City Property. If applicable, the Contractor may request the City to remove or relocate any City property or enter into an agreement for its storage. Within sixty (60) days, the City will accept title of property, remove or relocate it, or enter into a storage agreement. 22.1.4 Termination Settlement. After termination, the Contractor shall submit a final termination settlement proposal to the City in the form and with the certification prescribed by the City. The Contractor shall submit the proposal promptly, but no later than sixty (60) days from the effective date of termination, unless extended, in writing, by the City upon written request of the Contractor within this sixty (60) day-period. However, if the City Manager determines that the facts justify it, a termination settlement proposal may be received and acted on after sixty (60) days or any extension. If the Contractor fails to submit the proposal within the time allowed, the City may, in good faith, determine, on the basis of information available, the fair and reasonable amount, if any, due the Contractor as a result ofthe termination and pay the amount determined. If the Contractor does not agree that the amount determined by the City is fair and reasonable, and if the Contractor gives notice of such disagreement to the City in accordance with Section 22.1.4 of the Agreement, within thirty (30) days of receipt of payment, then the amount due shall be as later determined by either mediation (Section 21 above) or arbitration (Section 22.1.7 below), if the City and the Contractor agree thereto in writing, or as fixed in a court of law. 22.1.5 Payment for Contractor Due to Termination. Subject to Section 22.1.4, above, the Contractor and the City Manager may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on Services performed. However, the agreed amount, whether under this Section 22.1.5 or Section 22.1.6, below, exclusive of costs shown in Section 22.1.6, subparagraph C, below, may not exceed the total dollar amount authorized by the City as reduced by (1) the amount of payments previously made; and (2) the contract price of Services not terminated. The contract shall be amended, and the Contractor paid the agreed amount. Section 22.1.6, below, shall not limit, restrict, or affect the amount that may be agreed upon to be paid under this paragraph. 22.1.6 Failure to Agree on Payment. If the Contractor and City fail to agree on the whole amount to be paid because ofthe termination of Services, the City shall pay the Contractor the fair and reasonable amounts determined in good faith by the City as follows, but without duplication of any amounts agreed on under Section 22.1.5, above: A. The contract price for completed Services accepted by the City not previously paid for, as adjusted by any savings, returns, or other discounts to charges. B. The total of: 1. The costs incurred in the performance of the Services terminated, including initial costs and preparatory expense allocable thereto, but excluding costs attributable to services paid or to be paid under Section 22.1.6, subparagraph A, above; 2. The fair and reasonable cost of settling and paying termination settlement proposals under terminated contracts or subcontractors that are properly chargeable to the terminated portion of the Agreement if not included in Subdivision 1, above; 3. A sum, as provided on Subdivision 1, above, determined by the City Manager or designee to be fair and reasonable under the circumstances; however, if it appears that the Contractor would have sustained a loss on the entire Agreement, had it been completed, the City shall allow no profit under this Subdivision 3 and shall reduce the settlement to reflect the indicated rate of loss. C. The reasonable costs of settlement of the Services terminated, including: 1. Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of termination of settlement proposals and supporting data; 2. The termination and settlement of contracts and/or contractors (excluding the amounts of such settlements); and 3. Storage, transportation, and other costs incurred, reasonably necessary for the preservation, protection, or disposition of property in which the City has or may acquire an interest. 22.1.7 Arbitration of Payment. If the Contractor does not agree that the amount determined by the City Manager or designee under Section 22.1.6, above, is fair and reasonable, and if the Contractor gives notice of such disagreement to the City in accordance with Section 22.1.4 of this Agreement within thirty (30) days of receipt of payment, then the amount due shall be as later determined by non-binding arbitration, if the City and Contractor specifically agree thereto, or as determined in a court of law. 22.1.8 Payment For Property Destroyed, Lost, Stolen or Damaged. Except to the extent that the City expressly assumed the risk of loss, the City shall exclude from the amounts payable to the Contractor under Section 22.1.6, above, the fair market value, as determined by the City Manager or designee, or property that is destroyed, lost, stolen, or damaged so as to become undeliverable to the City. 22.1.9 Determination of Amount Due Contractor. In arriving at the amount due the Contractor under this clause, there shall be deducted: A. All unliquidated advance or other payments to the Contractor under the terminated portion of this Agreement; B. Any claim which the City has against the Contractor under this Agreement; and C. The agreed price for, or the proceeds of sale of, materials, supplies, or other things acquired by the Contractor or sold under the provisions of this clause and not recovered by or credited to the City. 22.1.10 Partial Termination. If the termination is partial, the Contractor may file a proposal with the City Manager for an equitable adjustment of the price(s) of the continued portion of the Agreement. The City shall make any equitable adjustment agreed upon. Any proposal by the Contractor for an equitable adjustment underthis clause shall be requested within sixty (60) days from the effective date of termination, unless extended, in writing, by the City Manager or designee. 22.1.11 Partial Termination Payments. The City may, under the terms and conditions it prescribes, make partial payments and payments against costs incurred by the Contractor for the terminated portion of the Agreement if the City believes the total of these payments wiil not exceed the amount to which the Contractor will be entitled. If the total payments exceed amounts finally determined to be due, the Contractor shall repay the excess to the City upon demand, together with interest. Interest shall be at a rate of ten percent (10%) per annum compounded daily and shall be computed for the period from the date the excess payment is received by the Contractor to the date the excess is repaid. Interest shall not be charged on any excess payment due to a reduction in the Contractor's termination settlement proposal because of retention or disposition, or a later date determined by the City because of the circumstances. 22.1.12 Records and Documents Relating to Termination. Unless otherwise provided in the Agreement or by statute, the Contractor shall maintain all records and documents relating to the terminated portion of this contract for three (3) years after final settlement. This includes all books and other evidence bearing on the Contractor's costs and settlement. This includes all books and other evidence bearing on the Contractor's costs and expenses under this Agreement. The Contractor shall make these records and documents available to the City, at the Contractor's office, at all reasonable times, without any direct charge. If approved by the City, photographs, microphotographs, and other authentic reproductions may be maintained instead of original records and documents. 22.2 Termination for Default A. The City may, by written notice of default to the Contractor, terminate the whole, or any part of this Agreement based on Contractor's default of any term or condition of this Agreement, provided that Contractor fails to cure such default within ten (10) days after receipt of such notice. The following are considered defaults: (1) Failure to perform the services within the time specified; or (2) Failure to perform any of the obligations of this Agreement, or to make progress in performance which may jeopardize full performance. B. In the event the City terminates this Agreement based on default, in whole or in part, the City may procure, upon such terms and in such manner as the City may deem appropriate, like services from another vendor or source and Contractor shall be liable to the City for any excess costs. The Contractor shall also continue performance to the extent not terminated. 22.3 Termination for Cause This Agreement may be terminated by City for cause in the event of a material breach of this Agreement, misrepresentation by Contractor in connection with the formation of this Agreement, or the failure to perform Services as required pursuant to the terms and conditions of this Agreement. Termination for cause shall be effected by delivery of written notice of termination to Contractor. Such termination shall be effective upon delivery of said notice. City is not required to give Contractor an opportunity to cure the default. Notwithstanding the foregoing. City may, in its sole discretion permit Contractor an opportunity to cure the default pursuant to Section 22.2 above. 22.4 Termination for Bankruptcy or Assignment for the Benefit of Creditors If the Contractor files a voluntary petition in bankruptcy, is adjudicated bankrupt, or makes a general assignment for the benefit of creditors, the City may at its option and without further notice to or demand upon the Contractor, immediately terminate this Agreement, and terminate each and every right ofthe Contractor, and any person claiming any rights by or through the Contractor. The rights and remedies ofthe City enumerated in this section are cumulative and shall not limit, waive, or deny any of the City's rights under any other provision of this Agreement. Nor does this waive or deny any right or remedy, at law or in equity, existing as of the date of this Agreement or hereinafter enacted or established, that may be available to the City. 22.5 Termination Based on Lack of Annual Appropriation of Funds Multi-year agreements are subject to annual appropriation of funds by the City Council. In the event sufficient funds are not appropriated for the next fiscal year, the Agreement may be terminated at the end of the current fiscal year. The City shall not be obligated to make further payments. In the event of termination or reduction of services. Contractor shall be compensated in accordance with Section 22.1 above. 23. WITHHOLD REMEDY AND LIQUIDATED DAMAGES In addition to, and cumulative to all other remedies in law, at equity and provided under this n Agreement, in the event Contractor is in material default of its duties or obligations under this Agreement and it fails to cure the default within twenty (20) days after receipt of written notice of default from City, City may, without waiving any other rights under this Agreement, elect to withhold from the payments due to Contractor under this Agreement during the period beginning with the 16th day after Contractor's receipt of notice of default, and ending on the date that the default has been cured to the reasonable satisfaction of City, an amount that is in proportion to the magnitude of the default or the Service that Contractor is not providing. Upon curing of the default by Contractor, City will cause the withheld payments to be paid to Contractor, without interest, and less any amounts to be set off as liquidated damages as provided in this Section. Failure to cure a default within twenty (20) days after receipt of written notice of default from City shall entitle City to the payment by Contractor of liquidated damages in the amount of $2,000.00 per day. Contractor acknowledges and agrees that the liquidated damages assessed pursuant to this Section shall be payable to City upon demand and may, at City's option, be set off against any monies due to Contractor under this Agreement and are reasonable, due to the difficulty in calculating exact damages, and under the circumstances existing as of the date this Agreement is entered into. 24. ORDER OF PRECEDENCE In the event of any inconsistency between or among the Agreement, Exhibits, Request for Proposal, Response to Request for Proposal, Amendment(s) to Agreement, or any other documents, the inconsistency shall be resolved by giving precedence in the following order: A. Agreement Amendment(s) B. Agreement C. Response to Request for Bids 25. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 26. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 27. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 28. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. (Remainder of Page Intentionally Left Blank) 30. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California (sign here) Patrick Mahoney, President (print name/title) Gity Manager or Mayor or Dopartmont Dirootor ac authorizod by tho City Monogor Matt Hall ATTEST: By: Richard Mahoney, Assistant Secretary (print name/title) 3ARBARA ENPLESON City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA Sr. Assistant City Attorney 2'2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189 A notary public or otiier officer completing tfiis certificate verifies only tlie identity of ttie individual wfio signed ttie document to whicli this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On June 22, 2015 Orange ) before me, Amelia I. Menzel. Notarv Public Date personally appeared Here Insert Name and Title of the Officer Patrick Mahoney and Richard Mahoney Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persog^^hose nanr\^^,i6^^]) subscribed to the within instrurjifiQt and acknowledgedtome that h«!she(f^^executed the same in fiis/tffifTfheir^thorized capacitj^^pand ttiat byJ3ia*>ei^TOir>ignatur^^n the instrument the person^ or th©.eoti4yljpon behalf of which the persot^^^^cted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. AMELIA I. MEWEl C<MMniMlon#210S517 Notary PubNc-CaHfornia OrangtCouftty ^ My Comm. Biplrea Apr 2.20191 WITNESS my hand and officiayseal Signature. Signature bf Notary Public Place Notary Seal Above OPTIONAL Thougti this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of DocumentrC'ty of carisbad - Parks Maint. Svcs. Agreement Document Date: 6/22/15 Number of Pages: 15 Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Patrick Mahoney Q Corporate Officer - Title(s): President ! Partner — Limited 1 General Individual Attorney in Fact : Trustee Guardian or Conservator i Other: Signer Is Representing: WCA, Inc. Signer's Name: Richard Mahoney •Corporate Officer - Title(s): Asst. Secretary : ' Partner — 1 Limited ' General 1 • Individual Attorney in Fact i ] Trustee Guardian or Conservator I I Other: . Signer Is Representing: WCA, Inc. ©2014 National Notary Association • www.NationalNotary.org • 1 -800-US NOTARY (1 -800-876-6827) Item #5907 APPENDIX 'A' to Agreement for Parks Maintenance Services (West Coast Arborists, Inc.) Scope of Work Work Category A Overall - Applicable To Each Scope Of Work Category PART I - GENERAL SPECIFICATIONS 1.0 GENERAL REQUIREMENTS 2.0 REQUIRED CERTIFICATIONS/LICENSES 3.0 CONTRACTOR'S STAFF AND TRAINING 4.0 HOURS AND DAYS OF MAINTENANCE SERVICES 5.0 MAINTENANCE SCHEDULES 6.0 EXPANDED SCOPE OF CONTRACT 7.0 PAYMENT AND INVOICES 8.0 WORK BY OTHER FORCES 9.0 EXTRA WORK 10.0 EQUIPMENT 11.0 PERFORMANCE DURING INCLEMENT WEATHER 12.0 COMMUNICATIONS AND EMERGENCY RESPONSE 13.0 INSPECTIONS, MEETINGS AND REPORTS 14.0 DAMAGES CAUSED BY CONTRACTOR 15.0 ENFORCEMENT AND DEDUCTIONS 16.0 SAFETY 17.0 TRAFFIC CONTROL 18.0 NON-INTERFERENCE-NOISE 19.0 USE OF CHEMICALS 20.0 DISPOSAL 21.0 PROTECTION OF EXISTING FACILITIES AND STRUCTURES 22.0 PROTECTION OF PROPERTY DURING INCLEMENT WEATHER 23.0 PROVISIONS FOR EMERGENCIES 24.0 RECORDS/REPORTS J PART I GENERAL SPECIFICATIONS 1.00 GENERAL REQUIREMENTS 1.01 The premises shall be maintained with a crisp, clean appearance and all work shall be performed in a professional, workmanlike manner using quality equipment and materials. 1.02 CONTRACTOR is expected to have the appropriate staff and equipment available to perform all portions of this CONTRACT within the given time frames. CONTRACTOR shall clearly identify each piece of riding/driving equipment used at areas of service with decals, noting CONTRACTOR'S name (including logo), and phone number. 1.03 CONTRACTOR shall comply with the provisions of the Immigration Reform and Control Act of 1986, Public Law 99-603. 1.04 CONTRACTOR shall provide the labor, materials, equipment, tools, services and special skills necessary for the provision of parks maintenance services, except as otherwise specified hereinafter. The premises shall be maintained to the highest of standards at no less than the minimum frequencies set forth herein. 1.05 CONTRACTOR shall employ only workers who are competent to perform the work assigned to them, and in the case of skilled labor, who are adequately trained and experienced in their respective trades and who do satisfactory work. Should the CITY notify CONTRACTOR that any person(s) employed by CONTRACTOR is, in the CITY'S opinion, incompetent, unfaithful, or insufficiently skilled while on the work site, such person shall be immediately discharged from the work site and shall not be re-deployed thereon except with the written consent of CITY. 1.06 CONTRACTOR is hereby required to render and provide parks maintenance services as described in the Categories of Section 3-Scope of Work. 1.07 Upon commencement of work under this CONTRACT, CONTRACTOR shall be fully equipped and staffed; thoroughly familiar with CONTRACT requirements and prepared to provide all services required. 1.08 CONTRACTOR accepts the sites of services in their present physical condition and physical condition at time of CONTRACT award, and agrees to make no demands upon CITY for any improvements or alterations thereof. 1.09 CONTRACTOR shall, during the term of this CONTRACT, respond to all emergencies, to the satisfaction of CITY, within one (1) hour of notification. 1.10 CONTRACTOR shall perform a weekly maintenance inspection independently, and a monthly maintenance inspection jointly with CITY, during daylight hours of all areas within the scope of this CONTRACT. Such inspections shall be both visual and operational. It shall include operation of all irrigation systems to check for proper condition and reliability. CONTRACTOR shall take immediate steps to correct any observed and/or operational irregularities, and submit a written report regarding identified irregularities to CITY. 1.11 CONTRACTOR shall document and report to CITY all observations of: graffiti and other vandalism; illegal activities; transient camps; missing or damaged equipment or signs; hazards or potential hazards, including without limitation, sidewalk hazards caused by trees or other means, within 2 hours of observation. 1.12 CONTRACTOR shall incorporate and comply with all applicable Storm Water pollution prevention Best Management Practices (BMPs) during the performance of this CONTRACT. All parks maintenance services must be in compliance with the most current San Diego Regional Water Quality Control Board (RWQCB) municipal permit, City of Carlsbad Jurisdictional Urban Runoff Management Plan (JURMP), and Carlsbad Municipal Code (CMC); RWQCB municipal permit and JURMP are on file with CITY. Said permits and plans, as may be amended from time to time, are incorporated herein by reference. 1.13 CONTRACTOR shall indicate in their proposal methods of compliance, equipment utilized to insure compliance, training of staff and experience in compliance with environmental regulations. If in the opinion of CITY, CONTRACTOR is not in compliance with this provision, CITY reserves the right to implement BMPs to the maximum extent practical, and deduct payment due or back charge CONTRACTOR for implementation. 2.0 REQUIRED CERTIFICATIONS/LICENSES 2.01 CONTRACTOR shall have and maintain a valid State of California C-27 CONTRACTOR'S license throughout the term of this CONTRACT. License must be in good standing for the previous five (5) consecutive years without any unresolved official record of complaints registered or filed with the Board or California Department of Consumer Affairs. 2.02 CONTRACTOR shall possess the most recent California Highway Patrol Commercial Vehicle Inspection (BIT) report for all commercial equipment used throughout the term of this CONTRACT. 2.03 CONTRACTOR shall possess at least: • International Society of Arboriculture (ISA) Tree Worker certification for all crew members who perform tree trimming. • ISA Tree Worker certification for all Foremen of any crews that perform tree S5 trimming. 2.04 CONTRACTOR shall possess at least: • California Department of Pesticide Regulations (CDPR) Qualified Applicator certification for all crew members who perform pesticide applications. • CDPR Qualified Applicator certification for all Foremen of any crews that perform pesticide applications. 3.0 CONTRACTOR'S STAFF AND TRAINING 3.01 CONTRACTOR shall provide sufficient personnel to perform all work in accordance with the specification set forth herein. 3.02 With respect to all persons employed or contracted by CONTRACTOR to perform Services under this CONTRACT, CONTRACTOR shall ensure that pre- employment or pre-contracting reference and background checks have been conducted on all personnel directly performing Services under this CONTRACT (which shall include but not be limited to, all such persons who shall come on to the premises at any CITY facility or in any CITY park or public rights-of-way in the performance of their duties or tasks). CONTRACTOR shall be responsible for ensuring that federal, state and county of residence criminal background checks - via Livescan or equivalent means, as approved by the CITY - are conducted on all personnel providing Services or work under this CONTRACT, prior to their commencement of Services under this CONTRACT, and shall exclude from any direct participation in the performance ofthe Services any dishonest, unreasonably dangerous, felon, or othenA/ise unqualified persons. In addition, CONTRACTOR shall be responsible for ensuring that the aforementioned criminal background checks are annually renewed, prior to the anniversary date of the execution of this CONTRACT, CONTRACTOR will abide by all applicable laws, rules and regulations including, but not limited to the Fair Credit Reporting act and/or any equal opportunity laws, rules, regulations or ordinances. CONTRACTOR shall maintain paperwork to support its compliance with the above. • CITY shall have the right to audit background check data. • CITY shall have the absolute right to review and disapprove any personnel assigned to perform any of the Services required pursuant to this CONTRACT. • CITY shall have the unrestricted right to order the removal of any person(s) assigned by CONTRACTOR by giving oral or written notice to CONTRACTOR to such effect. • CONTRACTOR'S personnel shall at all times while performing any of the Services required under this CONTRACT comply with CITY's drug and alcohol policies then in effect. • CONTRACTOR shall remove any person from performing any Services to CITY if said person is arrested and charged with either a misdemeanor or felony. 3.03 CONTRACTOR is encouraged to provide, at its own costs, on-going systematic skills training, and to promote participation in, and certification by professional associations. CONTRACTOR'S systematic skills training program, and certifications required by CONTRACTOR for employees in a given position, should be noted in CONTRACTOR'S Statement of Technical Ability Experience (Work Force). 3.04 Each crew of CONTRACTOR'S employees (including subcontractors, if any) shall include at least two individuals who speak the English language proficiently. For the purposes of this Section, a crew is understood to be any group of workers who service any tree, park, school athletic field, facility, streetscape, median, parkway, undeveloped park site, urban forest, or trail area. The Foreman of each crew of CONTRACTOR'S employees (including subcontractors) shall be one ofthe individuals who speak the English language proficiently. 3.05 CITY may at any time give CONTRACTOR written notice to the effect that the conduct or action of a designated employee of CONTRACTOR (including subcontractors) is, in the sole discretion of CITY, detrimental to the interest ofthe public patronizing the premises. CONTRACTOR shall meet with representatives of CITY to consider the appropriate course of action with respect to such matter and CONTRACTOR shall take reasonable measures under the circumstances to assure CITY that the conduct and activities of CONTRACTOR'S employees will not be detrimental to the interest of the public patronizing the premises. 3.06 CITY may at any time order any of CONTRACTOR'S personnel removed from the premises when, in the sole discretion of CITY, said CONTRACTOR'S personnel is objectionable, unruly, unsafe, or otherwise detrimental to the interest of CITY or the public patronizing the premises. 3.07 CONTRACTOR shall require each of his personnel to adhere to basic public works standards of working attire including uniform shirts and/or vests clearly marked with CONTRACTOR'S company name (including logo, if applicable), and employee name badges as approved by CITY. Sufficient changes of attire shall be provided to present a neat and clean appearance of CONTRACTOR'S personnel at all times. Shirts shall be worn and buttoned at all times. CONTRACTOR'S personnel shall be equipped with proper shoes and other gear required by Cal-OSHA and other State safety regulations. Brightly colored traffic vests or reflectors shall be worn when personnel are working near vehicular traffic. 3.08 CONTRACTOR shall designate a person (Contract Manager) who can communicate effectively both in written and oral English and who shall be present at all times during CONTRACT operations as described in this CONTRACT. Any order or communication given to CONTRACTOR'S Contract Manager shall be deemed as delivered to CONTRACTOR. 3 1 3.09 CONTRACTOR shall provide a minimum of two personnel per Category B, C, D, E, and F of Section 3 - Scope of Work, who are CLCA Certified Landscape Technicians -Irrigation (CLT-I). These personnel shall be assigned to the category crew(s) and be fully trained in all phases of landscape irrigation systems operation, maintenance, adjustment and repair. 4.00 HOURS AND DAYS OF MAINTENANCE SERVICES 4.01 The hours of maintenance service shall be 7:00 a.m. to 4:00 p.m. daily, except as approved, in writing, by CITY. 4.02 CONTRACTOR shall provide staffing to perform the required maintenance services during the prescribed hours seven (7) days per week. Any changes in the days of operation heretofore prescribed shall be subject to approval, in writing, by CITY. 4.03 CONTRACTOR is advised that any travel lane closures necessary, on major or arterial roads as defined by CITY, are subject to limited hours, except as approved, in writing, by CITY. No work, related to a lane closure, including installation or removal of traffic control devices, may occur outside the hours of 8:30 a.m. and 3:30 p.m. daily on these roads. 4.04 The use of all power tools is prohibited daily between 6:00 p.m. and 7:00 a.m., except under emergency circumstances as approved by CITY. 5.00 MAINTENANCE SCHEDULES 5.01 CONTRACTOR will be provided the maximum latitude in establishing work schedules, which correspond to its staff and equipment resources. 5.02 CONTRACTOR shall adhere to the tree pruning schedule as developed and provided by CITY, per Category B and F of Section 3-Scope of Services including providing the staff and equipment that would be required to complete the project. 5.03 CONTRACTOR shall, within thirty (30) calendar days after CITY executes this CONTRACT, submit work schedules to CITY for review and written approval. Said work schedules shall identify required operations and delineate the time frames for performance, and shall be updated and submitted by CONTRACTOR to CITY on a quarterly basis thereafter. 6.00 EXPANDED SCOPE OF CONTRACT 6.01 CITY may award expanded work to CONTRACTOR, at the discretion of CITY. Expanded work will be awarded on a negotiated proposal and acceptance basis as when CITY determines that it is appropriate to negotiate a fixed price for work 3^ in lieu of utilizing unit prices. Payment for work shall be performed by negotiated agreement between CITY and CONTRACTOR or on a TIME AND MATERIALS basis in accordance with CONTRACTOR'S Proposed Cost of Services chart. 6.02 Prior to performing expanded work, CONTRACTOR shall prepare and submit a written proposal including a description ofthe work, a list of materials, and a schedule for completion. No work shall commence without written approval of CONTRACTOR'S proposal by CITY. This proposal is subject to acceptance or negotiation by CITY. 6.03 Expanded work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. 7.00 PAYMENT AND INVOICES 7.01 CONTRACTOR shall present monthly invoices, for all Services performed during the preceding month. Said invoice shall include all required certifications and reports as specified hereinafter. The invoice shall be submitted on or before the fifth (5th) day of each month in the amount of the compensation to be paid by CITY for all Services rendered by CONTRACTOR under the terms and conditions of this CONTRACT. Said payment shall be made within thirty (30) days upon receiving the invoices, providing that all Services performed during the preceding month has been inspected and accepted by CITY and that applicable certifications have been submitted in accordance with the provisions of this CONTRACT. 7.02 Monthly invoices shall be prepared separately for areas of service, in following format: Invoice # - Facilities Landscapes Trees: Location Account Number Monthly Cost (TBD by City Schedule/Call-0014610-7550 Out) TOTAL MONTHLY $(AMOUNT) COST Invoice # - Medians Trees: Location Account Number Monthly Cost (TBD by City Schedule/Call-1615024-7550 Out) TOTAL MONTHLY COST $(AMOUNT) Invoice # - Streetscape and Parkways Trees: Location Account Number Monthly Cost (TBD by City Schedule/Call- 0014610-7550 Out) TOTAL MONTHLY COST $(AMOUNT) Invoice # - Parks and School Fields Trees: Location Account Number Monthly Cost (TBD by City Schedule/Call- 0014610-7550 Out) TOTAL MONTHLY COST $(AMOUNT) Invoice # - Urban Forests Trees: Location Account Number Monthly Cost (TBD by City Schedule/Call-0014610-7550 Out) TOTAL MONTHLY COST $(AMOUNT) Invoice # - Trails Trees: Location Account Number Monthly Cost (TBD by City Schedule/Call- 0014620-7550 Out) TOTAL MONTHLY COST $(AMOUNT) Invoice # - Extra Work: Location Account Number Monthly Cost TBD by City Request TBD by Work Area TOTAL MONTHLY COST $(AMOUNT) 7.03 Invoices for approved "Extra Work" shall be in a format acceptable to CITY, including attachments, such as copies of suppliers' invoices, which CITY may require to verify CONTRACTOR'S billing. Invoices for extra work shall be submitted on separate invoices. Unless othenA/ise requested by CITY, one invoice shall be submitted for each distinct and complete item of "Extra Work". 7.04 In the event CITY transfers title or maintenance responsibility of the premises or a portion thereof, this CONTRACT shall continue in full force and effect, except said portion, at the discretion of CITY, may be deleted from the premises to be maintained and the CONTRACT sum shall be reduced accordingly. 8.00 WORK BY OTHER FORCES 8.01 In the event that CITY determines that work requested is of an unknown duration, not easily quantified or CONTRACTOR'S proposal for work is not approved, CITY reserves the right to perform such work with other forces. 9.00 EXTRA WORK 9.01 Extra work shall be performed by CONTRACTOR or by competitive bid option at the discretion of CITY. CONTRACTOR may be asked to complete extra work outside of the CONTRACT'S scope of work at the unit cost rates agreed to in this CONTRACT. If CITY decides to give CONTRACTOR extra work, it will be awarded only with the following criteria: • All regular/routine maintenance tasks are to be completed per schedule and to the satisfaction of CITY. • The extra work project bid prices are consistent with the unit cost(s) included in CONTRACTOR'S bid. The cost of any extra work required that exceeds $45,000 shall be competitively bid upon at CITY'S discretion. 9.02 "Extra Work" may include, but is not limited to: • Removing debris from park backstop nets • Removing, replacing, or repairing banners from street light standards • Erecting and lighting a holiday tree in the Downtown Village 9.03 CITY may award extra work to CONTRACTOR, or to other forces, at the discretion of CITY. New or unforeseen work will be classified as extra work when CITY determines that it is not covered by CONTRACT unit prices or is significantly different than CONTRACTOR'S other work areas. 9.04 Prior to performing any extra work, CONTRACTOR shall prepare and submit a written proposal including a description ofthe work, a list of materials, and a schedule for completion. CITY may accept, reject or seek to negotiate the proposal with CONTRACTOR. No extra work shall commence without written approval of CONTRACTOR'S proposal by CITY. 9.05 Rental fees attributed to the extra work shall include rental time for machinery or equipment that is required, for extra work, plus move-in and/or move-out charges. All equipment shall be in good working order and be suitable for its purposes. 31 9.06 When a condition exists which CiTY deems urgent, CITY may verbally authorize the extra work to be performed upon receiving a verbal estimate from CONTRACTOR. However, within twenty-four (24) hours after receiving a verbal authorization, CONTRACTOR shall submit a written estimate, consistent with the verbal authorization, to CITY for written approval. 9.07 All extra work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. 9.08 CONTRACTOR must be able to do the extra work without impact on regular maintenance. This extra work shall be completed per specified timeframe. 10.00 EQUIPMENT 10.01 CONTRACTOR shall only use equipment identified in the bid submittal, or thereafter with written CITY approval, during the term of this CONTRACT. 10.02 CONTRACTOR shall have, or be able to acquire through rental, back-up equipment necessary to complete that day's routine and/or specialty tasks. This back-up equipment must be on site and ready to continue service within two (2) hours from the time the existing equipment has failed to work properly. 10.03 All equipment shall be generally clean, void of significant body damage, in good working order, leak-free, and regularly maintained. 10.04 Each piece of riding/driving equipment used at areas of service shall be clearly identified with decals, noting CONTRACTOR'S name (including logo), and phone number. 10.05 CONTRACTOR must use appropriate equipment suitable for commercial applications in completing all required tasks in this CONTRACT. 11.00 PERFORMANCE DURING INCLEMENT WEATHER 11.01 During the periods when inclement weather hinders performance of the required work, CONTRACTOR may adjust its work force in order to accomplish those activities that are not affected by weather. 11.02 All drains and drainage conveyance devices on work sites shall be checked daily, at a minimum, during inclement weather, and cleaned, as needed. 11.03 CONTRACTOR may be required during inclement weather to perform clean-up tasks as requested by CITY. CONTRACTOR'S labor hours shall not exceed the normal working hours without prior written approval by CITY. Any extra work is subject to the terms and conditions as stated in Section 7.03. 39 12.00 COMMUNICATIONS AND EMERGENCY RESPONSE 12.01 CONTRACTOR shall, during the term of this CONTRACT, maintain a single telephone number, with a local San Diego region area code, at which CONTRACTOR or CONTRACTOR'S responsible employee may be contacted at any time, twenty-four (24) hours per day, 7 days per week, to take the necessary action regarding all inquiries, complaints and the like, that may be received from CITY. For hours beyond the normal 7:00 a.m. to 4:00 p.m. business day, an answering service shall be considered an acceptable substitute for full time twenty-four hour coverage, provided that CONTRACTOR responds to CITY by return call within thirty (30) minutes of CITY'S original call. 12.02 Whenever immediate action is required to prevent possible injury, death, or property damage, CITY may, after reasonable attempt to notify CONTRACTOR, cause such action to be taken by alternate work forces and, as determined by CITY, charge the cost thereof to CONTRACTOR, or deduct such cost from any amount due to CONTRACTOR including a fifteen percent (15%) markup for administrative costs. 12.03 During normal working hours, CONTRACTOR shall have the ability to contact and provide direction to its field crews within thirty (30) minutes of notification by CITY. 12.04 All complaints shall be addressed as soon as possible after notification; but in all cases within 24 hours, to the satisfaction of CITY. If any complaint is not addressed within 24 hours, CITY shall be notified immediately ofthe reason for not addressing the complaint followed by a written report to CITY within five (5) working days. If the complaints are not abated within the time specified or to the satisfaction of CITY, CITY may correct the specific complaint and the total cost incurred by CITY will be deducted from payments owing to CONTRACTOR from CITY. 12.05 CONTRACTOR shall maintain a written log of all complaints, the date and the time thereof and the action taken pursuant thereto or the reason for non-action. Said log of complaints shall be open to the inspection of CITY at all reasonable times and without prior notice to CONTRACTOR. 12.06 CONTRACTOR'S supervisors and foremen shall carry cellular telephones with local San Diego region area code. Supervisors and foremen shall respond within thirty (30) minutes to any call from CITY, at any time, during normal working hours. 33 13.00 INSPECTIONS. MEETINGS AND REPORTS 13.01 CONTRACTOR and CITY shall inspect all sites on a monthly basis. CONTRACTOR shall bring its lists of problems and deficiencies along with schedules or proposals for correcting these items to the monthly meetings. Safety issues are to be brought to the attention of CITY immediately. 13.02 CONTRACTOR and CITY shall meet weekly at minimum to review CONTRACTOR'S schedules and performance, resolve problems, and perform supplemental field inspections, as required. At the request of CITY, the owner or other executive officer of CONTRACTOR shall be available to attend these meetings. 13.03 Irrigation inspections will occur within one (1) day of repair completion. 13.04 CITY reserves the rightto perform inspections, including inspection of CONTRACTOR'S equipment, at any time for the purpose of verifying CONTRACTOR'S performance of CONTRACT requirements and identifying deficiencies. 13.05 CONTRACTOR or an authorized representative shall meet with CITY on each site at the discretion and convenience of CITY, for inspections. 13.06 At CITY'S request CONTRACTOR shall attend meetings, as determined by CITY, for purposes of orientation, information sharing, CONTRACT revision, description of CITY policies, procedures, standards, and the like. 13.07 CONTRACTOR shall provide to CITY such written documentation and/or regular reports as CITY deems necessary to verify and review CONTRACTOR'S performance under this CONTRACT and to provide to CITY pertinent information relative to the maintenance, operation, and safety ofthe sites under this CONTRACT. 14.00 DAMAGES CAUSED BY CONTRACTOR 14.01 All damages incurred to sites under CONTRACT, by CONTRACTOR'S operation shall be repaired or replaced, by CONTRACTOR or by other forces (at the discretion of CITY), all at CONTRACTOR'S expense. 14.02 All such repairs or replacements, which are directed by CITY are to be done by CONTRACTOR, shall be completed within the time limits established by CITY. 14.03 Damaged trees, shrubs, turf, and ground cover shall be repaired or replaced in accordance with the following maintenance practices: A. Trees: Minor damage such as bark lost from impact of operating equipment shall be remedied by a qualified tree surgeon or arborist. If damage results in loss or significant compromise to the health or quality of a tree, the damaged tree shall be removed and replaced to comply with the specific instructions of CITY. B. Shrubs: Minor damage may be corrected by appropriate pruning. Major damage shall be corrected by removal of the old plant material and replacement with new plant material. C. Adjacent turf and groundcover: Minor turf damage may be corrected by appropriate amending and over seeding damaged areas. Major damage shall be corrected by removal and replacement of turf of like variety. Minor groundcover damage shall be corrected by appropriate pruning. Major damage shall be corrected by removal of the old plant material and replacement with new plant material identical to the damaged plant material. D. Adjacent Improvements: CONTRACTOR shall remove and replace all surface and hardscape improvements damaged by its work to the satisfaction of CITY. All damaged improvements shall be replaced in accordance with CITY standards. CONTRACTOR shall be fully licensed for the type of repair work being performed or shall employ a subcontractor licensed in the discipline required. 15.00 ENFORCEMENT AND DEDUCTIONS 15.01 CITY'S Parks Superintendent or designee shall be responsible for the enforcement of this CONTRACT on behalf of CITY. 15.02 CITY shall prepare and implement an Inspection Rating System to be used to verify monthly payments and deductions from payments (see Appendix A for a sample rating system). This form and system may be modified at the discretion of CITY. CONTRACTOR agrees to be evaluated by said system and bound by the ratings and/or deductions from payments indicated in the monthly Inspection Rating System. To avoid deductions from payment of services for individual sites' bid amounts, CONTRACTOR must receive a Total Rating of 95 - for the respective site, and for the general duties of the CONTRACT. 15.03 If in the judgment of CITY, CONTRACTOR is deemed to be non-compliant with the terms and obligations ofthe CONTRACT, CITY, may, in addition to other remedies provided herein, withhold the entire monthly payment, deduct pro-rata from CONTRACTOR'S invoice for work not performed to the standards of this CONTRACT, and/or deduct assessed liquidated damages. Notification ofthe amount to be withheld or deducted from payments to CONTRACTOR will be forwarded to CONTRACTOR by CITY in a written notice describing the reasons for said action. The monthly Inspection Rating System report shall constitute reason for any deductions so imposed. r ") f— Ob 15.04 The parties agree that it will be impracticable or extremely difficult to fix the extent of actual damages resulting from the failure of CONTRACTOR to correct a deficiency. If after twenty (20) days of notification from CITY, CONTRACTOR fails to correct deficiencies, CITY may correct any and all deficiencies using alternate forces. Any damages occurred as a result of CONTRACTOR failures shall be deducted from CITY'S payment to CONTRACTOR. The total costs incurred by completion of the work by alternate forces will be deducted from the payment to CONTRACTOR. 16.00 SAFETY 16.01 CONTRACTOR agrees to perform all Services outlined in this CONTRACT in such a manner as to meet all accepted standards for safe practices during the maintenance operation and to safely maintain stored equipment, machines, and materials or other hazards consequential or related to the Services; and agrees additionally to accept the sole responsibility for complying with all CITY, County, State or Federal requirements at all times so as to protect all persons, including CONTRACTOR'S employees, agents of CITY, CONTRACTORS, members of the public or others from foreseeable injury, or damage to their property. 16.02 It shall be CONTRACTOR'S responsibility to inspect, and identify, any condition(s) that renders any portion ofthe premises unsafe, as well as any unsafe practices occurring thereon. CONTRACTOR shall immediately notify CITY of any unsafe condition that it observes which requires correction outside the scope of this CONTRACT. However, CONTRACTOR shall be responsible for making minor corrections including, but not limited to; filling holes in ground, turf or paving; using barricades or traffic cones to alert patrons ofthe existence of hazards, including trip, slip or fall hazards; replacing valve box covers; and the like, so as to protect members of the public or others from injury. 16.03 CONTRACTOR shall notify CITY immediately of any occurrence on the premises of accident, injury, or persons requiring emergency services and, if so requested, shall prepare a written report thereof to CITY within three (3) calendar days following the occurrence. CONTRACTOR shall cooperate fully with CITY in the investigation of any such occurrence. 17.00 TRAFFIC CONTROL 17.01 Prior to any work in the public right-of-way, CONTRACTOR shall submit documentation of compliance with all applicable traffic control regulations. CONTRACTOR shall submit supplementary traffic control plans for unusual circumstances that are out of the ordinary for right-of-way maintenance. A traffic control system consists of closing traffic lanes or pedestrian walkways in accordance with the details shown on the plans, and the California Manual on Uniform Traffic Control Devices (FHWA MUTCD 2003 Revision 1, as amended for use in California). The provisions in this section will not relieve 3U CONTRACTOR from its responsibility to provide such additional devices or take such measures as may be necessary to maintain public safety. 17.02 When lanes are closed for only the duration of work periods, all components of the traffic control system, except portable delineators placed along open trenches or excavation adjacent to the traveled way shall be removed from the traveled way and shoulder at the end of the work period. If CONTRACTOR so elects, said components may be stored at selected central locations, if so approved in writing by CITY'S Traffic Engineer, within the limits ofthe right-of-way. 17.03 Bike lane closures should include work area warning signs for bicyclists, such as "bike lane closed ahead" and proper delineation for closure of the bike lane. If encroachment into a traffic lane occurs, the lane should be closed with the above procedures for arterial lane closures. 17.04 Whenever possible, park all maintenance vehicles and trailers off major arterial roadways and park on cross streets that have less traffic or in CITY Park parking lots. 17.05 CONTRACTOR shall comply with all requirements of CITY'S Traffic Engineer and shall bear all costs of required traffic control including, but not limited to signs, cones, markers, flagmen, etc. 18.00 NON-INTERFERENCE - NOISE 18.01 CONTRACTOR shall not interfere with the public use ofthe premises and shall conduct its operations as to offer the least possible obstruction and inconvenience to the public or disruption to the peace and quiet of the area within which the services are performed. 18.02 In the event that CONTRACTOR'S operations must be performed when persons ofthe public are present, CONTRACTOR shall courteously inform said persons of any operations that might affect them and, if appropriate, request persons to move out of the work area. 18.03 CONTRACTOR shall be subject to local ordinances regarding noise levels with regard to equipment operations. CONTRACTOR shall not use any power equipment prior to 7:00 a.m. or later than 6:00 p.m., except under emergency circumstances. Further, any schedule of such operations may be modified by CITY in order to insure that the public is not unduly impacted by the noise created by such equipment. 19.00 USE OF CHEMICALS 19.01 All work involving the use of chemicals shall be in compliance with all federal, state and local laws and will be accomplished by or under the direction of a State of California Licensed Pest Control Operator. 19.02 Chemical applications shall strictly conform to all governing regulations. CONTRACTOR'S staff applying chemicals shall possess all required licenses and certifications. 19.03 Records of all operations; including applicators names, stating dates, times, methods of application, chemical formulations, and weather conditions shall be made and retained according to governing regulations. 19.04 All chemicals requiring a special permit for use must be registered with the County Agricultural Commissioner's Office and a permit obtained. 19.05 Material Safety Data Sheets (MSDS) and sample labels shall be provided to CITY for all products and chemicals used within CITY. 19.06 CONTRACTOR shall prepare and submit a schedule to CITY detailing all proposed chemical usage for approval. This schedule shall indicate; proposed dates of application, type of chemical proposed for use, area intended for application and a quantity estimate ofthe material to be applied. CONTRACTOR shall provide to CITY an updated schedule on a quarterly basis indicating the applications in the previous quarter and any proposed changes to the approved annual schedule for the next quarter for approval. CONTRACTOR shall also submit a sample of notice for posting at all school sites to CITY for approval. CONTRACTOR shall be responsible for posting all school sites prior to chemical application in accordance with all federal, state, and local requirements. If CONTRACTOR fails to provide and post the required notification CONTRACTOR shall not apply any chemicals and CONTRACTOR shall submit a revised schedule to CITY for approval prior to application of any chemicals not detailed in the approved annual schedule. 19.07 Chemicals shall only be applied by those persons possessing a valid California Qualified Applicator license/certificate or under supervision of a QAUC. Application shall be in strict accordance with all governing regulations. 19.08 Pesticides shall be applied in a manner to avoid contamination of non-targeted areas. Precautionary measures shall be employed to keep the public from entering the spray zone until the chemical has either dried or dust settled. CONTRACTOR spraying staff will remain on site until the area is safe for the public to enter. 19.09 Pesticide applications in school sites and in parks adjacent to school sites falling under the Safe Schools Act of 2000 shall be performed during school closure times only. An advanced notification to the school district will be required. 0 20.00 DISPOSAL 20.01 All landscape debris shall be disposed through a landscape material recycling center or reused in some manner. Landscape debris shall not be disposed of in a landfill without prior written approval from CITY. CONTRACTOR shall dispose of all cuttings, weeds, leaves and other debris from the operation as work progresses. Trash and non-landscape recycling materials are to be removed from the sites daily by 10:00 a.m. Use of City dumpsters will not be allowed. CITY shall not be responsible for any disposal of landscape debris, cuttings, weeds, leaves, trash or any other debris and CONTRACTOR shall be responsible to pay all disposal fees. 21.00 PROTECTION OF EXISTING FACILITIES AND STRUCTURES 21.01 CONTRACTOR shall exercise due care in protecting from damage all existing facilities, structures and utilities both above surface and underground on CITY property. Any damage to said property deemed to be caused by CONTRACTOR'S neglect shall be corrected or paid for by CONTRACTOR and at no cost to CITY. This will include loss of plant material due to improper or inadequate care. 21.02 If CITY requests or directs CONTRACTOR to perform work in a given area, it will be CONTRACTOR'S responsibility to contact the various utility companies to verify and locate any underground systems or utility lines. CONTRACTOR shall take responsibility for exercising caution when working in these areas. If CONTRACTOR damages utilities, it will be responsibility of CONTRACTOR to make the necessary repairs at their own expense. CONTRACTOR will notify CITY, within one (1) hour, of any damage that occurs. 21.03 CONTRACTOR shall provide barriers, which are to be kept in place at all times for the protection of persons other than those engaged on or about the work area from any accident. CONTRACTOR shall be responsible for all accidents to persons or property through any negligence or fault of CONTRACTOR, its agents, employees, and/or subcontractors. 21.04 CONTRACTOR shall give reasonable notice to the owner(s) of public or private property and utilities when such property is susceptible to injury or damage through the performance ofthe work, and shall make all necessary arrangements with such owner(s) relative to the removal and replacement or protection of such property or utilities. 22.00 PROTECTION OF PROPERTY DURING INCLEMENT WEATHER 22.01 During storms, CONTRACTOR will provide inspection ofthe project during regular hours to prevent or minimize possible damage from inclement weather. CONTRACTOR shall submit a report identifying any storm damage to CITY 31 identifying location of damage and when feasible, cost estimates to repair. If remedial work is required beyond this CONTRACT, it shall be contracted for and paid as extra work. 23.00 PROVISION FOR EMERGENCIES 23.01 Whenever, in the opinion of CITY, CONTRACTOR has not taken sufficient precaution for the safety of the public or the protection of the Services to be done under this CONTRACT, or of adjacent structures or property which may be injured by processes of maintenance, on account of such neglect an emergency shall arise and immediate action shall be considered necessary in order to protect public or private, personal, or property interests, then CITY, with or without notice to CONTRACTOR, may provide suitable protection to the said interest by causing such work to be done and material to be furnished and placed as CITY may consider necessary and adequate. The cost and expense of such work and material so furnished shall be borne by CONTRACTOR, and, if the same shall not be paid on presentation ofthe bills therefore, such costs shall be deducted from any amounts due or to become due CONTRACTOR. The performance of such emergency work under the direction of CITY shall in no way relieve CONTRACTOR of responsibility for damages which may occur during or after such precaution has been duly taken by CITY. 23.02 CONTRACTOR shall not be entitled to any damages or extra pay on account of any postponement, interference, or delay caused by any such structures and facilities within the work area whether they are shown on the plans or not. 24.00 RECORDS/REPORTS 24.01 CONTRACTOR shall prepare and submit to CITY a monthly project report. Said report shall indicate the overall condition ofthe maintained sites and list specifically any unusual or problem areas or situations. The report shall also include action to be taken by CONTRACTOR to rectify said situation(s) and indicate the anticipated time frame for compliance. A. Pesticide Reports: 1. Records of all pesticides and fertilizers used by CONTRACTOR on City property will be submitted electronically through e-mail on a provided excel spreadsheet, by the first working day of the month to CITY representative. CONTRACTOR is responsible to maintain site and date specific records which shall be retained in accordance with Department of Pesticide Regulations. 2. Records of all operations shall be kept per California Department of Pesticide Regulations. 40 3. The annual use report is due by July 10 of each year and will have the total amount of chemicals, including fertilizers, used on CITY property per CDPR and NPDES requirements. 4. Copies of current P.C.A., P.CO., Q.A.L./C. and San Diego County P.C.A. registration shall be required annually in January. 24.02 Green Waste Report: A. This report is due to CITY on a monthly basis with the following information: • The area from which the green waste was removed. • The weight of the green waste. • The name and address of the company that is processing the green waste recycling. • Amount of green waste reused in Carlsbad. • Amount of green waste reused outside of Carlsbad. Work Category B Trees Maintenance PART I - GENERAL SPECIFICATIONS 1.0 GENERAL REQUIREMENTS 2.0 TREES TO BE MAINTAINED PART II - TECHNICAL SPECIFICATIONS 3.0 GENERAL REQUIREMENTS/SCOPE OF WORK 4.0 ANNUAL PRUNING PROGRAM 5.0 TREE MAINTENANCE 6.0 FACILITIES AND EQUIPMENT MAINTENANCE 7.0 PLANT MATERIALS 8.0 SERVICE REQUEST Ll P PART I GENERAL SPECIFICATIONS 1.00 REQUIRED CERTIFICATES/LICENSES 1.01 CONTRACTOR shall have a valid State of California C-61/D49 CONTRACTOR'S License. Licenses must be in good standing for the previous five (5) consecutive years without any unresolved official record of complaints registered or filed with the Board or California Department of Consumer Affairs. 1.02 CONTRACTOR shall possess OSHA certification of aerial equipment for aerial equipment to be used throughout the term of this CONTRACT. 1.03 CONTRACTOR shall possess at least: • ISA Arborist certification for all staff with the position title of Arborist. • One (1) Arborist, available to perform services at any site in the CITY, within two (2) hours of call-out by CITY or CONTRACTOR. 2.00 TREES TO BE MAINTAINED 2.01 The trees within community parks, school athletic fields, passive parks, facilities, streetscapes, medians, parkways, urban forests, and trails areas are to be maintained under the provisions of this CONTRACT. City trees will be inspected/pruned a minimum of once every four (4) years, up to a maximum of once every six (6) months, dependent upon size, species, and location. The project areas are in various locations throughout CITY; the inspection/pruning schedule will be provided to CONTRACTOR upon award of CONTRACT. Samples ofthe inspection/pruning schedule are included in Appendix C. 2.02 CONTRACTOR acknowledges personal inspection of the trees within the community parks, school athletic fields, passive parks, facilities, streetscapes, medians, parkways, urban forests, and trails areas, and has evaluated the extent to which the physical condition thereof will affect the services to be provided. CONTRACTOR accepts the subject trees in their present physical condition and physical condition at time of CONTRACT award, and agrees to make no demands upon CITY for any improvements or alterations thereof. M3 PART II TECHNICAL SPECIFICATIONS 3.00 GENERAL REQUIREMENTS/SCOPE OF WORK 3.01 It shall be understood that CONTRACTOR will be required to perform and complete the tree maintenance Services 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 meets CITY'S requirements. CONTRACTOR will be required to perform the following tree maintenance activities at various project areas throughout CITY; Tree pruning Tree removal Tree planting Emergency response Line clearance pruning Traffic clearance pruning Tree watering Small tree care Palm trunk skinning Root pruning Specialty equipment rental Arborist consultation/inspection Hard copy and electronic data entry Tree inventorying and GIS mapping Online maintenance access* maintenance is defined as Internet access to an Urban Forestry Management includes work order tracking, ability to send work requests, including, but not o tree trimming, planting, and removal, access to reports for tree trimming. * Online tool tha limited planting, and removal, and GPS accessibility for tree inventory services. 4.0 ANNUAL PRUNING PROGRAM 4.01 CONTRACTOR shall execute the annual pruning program provided by the CITY. Appendix C provides sample Trees Inspection/Pruning Schedules from which this program is generally based. The pruning program may require that more than one tree crew perform concurrently. A. CONTRACTOR must use CITY'S tree inventory. The CITY will provide the inventory to the CONTRACTOR in either a shape (shp) file or ArcPad (apm) data format. B. CONTRACTOR will purchase ESRI ArcPad application license (version 10.0 or higher) that they will use on a laptop or handheld device in the field to keep track of the trees they are assigned to prune. CONTRACTOR will consult ESRI's website for system requirements before hardware purchase. ArcPad can be purchased at the following link http://store.esri.com/esri/showdetl.cfm?SID=2&Product ID=1286&Cateqon/ 10= 123 C. Finished inventory will be returned to the CITY electronically in the form of an ArcPad files that includes all axf and apm files. D. CONTRACTOR will provide the prune date on each tree serviced in the current inventory. E. CONTRACTOR will use tree IDs provided by the CITY when invoicing completed work. Tree IDs will be provided by the CITY with the tree inventory. 5.0 TREE MAINTENANCE 5.01 All pruning and tree tying shall conform to International Society of Arboriculture (I S A) Standards. CONTRACTOR shall not allow any tree to be topped. 5.02 Clearance: Maintain trees to provide a fourteen (14) foot clearance for branches overhanging beyond curb line into the paved section of roadways and at eight (8) feet above sidewalks. Lower branching may be allowed for trees in background and ornamental areas. Prune plant materials where necessary to maintain access and safe vehicular visibility and clearance, and to prevent or eliminate hazardous conditions. 5.03 Tree pruning shall be performed with the intent of developing healthy, structurally sound trees with natural form and proportion, symmetrical appearance, and proper vertical and horizontal clearance. 5.04 Where needed, tree stakes [two (2) per tree] shall be pentachlorophenol treated Lodge Pole Pine. Stakes shall be place vertically; 8 to 10 inches from the tree trunk; shall not rub against any part ofthe tree during windy conditions; shall be tied using materials and methods that conform to I.S.A. Standards. 5.05 Tree ties shall be checked bi-weekly and either retied to prevent girdling or removed along with the stakes when no longer required. 5.06 Periodic staking and tying shall be performed as needed. 5.07 All structural weaknesses such as split crotches or limbs, diseased or decayed limbs, or severe damage shall be addressed and resolved upon detection by CONTRACTOR. 5.08 Remove dead shrubs and trees. CITY shall be notified 48 hours in advance of the removal of any tree, with the exception of a tree that poses an imminent safety hazard. 5.09 All trimmings and debris shall be removed and properly disposed of immediately. 5.10 CONTRACTOR shall replace trees whose trunks are significantly damaged by CONTRACTOR'S personnel with trees of equal size and specie at CONTRACTOR'S sole expense. 6.00 FACILITIES AND EQUIPMENT MAINTENANCE 6.01 All storm water pollution prevention devices and Best Management Practices (e.g., straw wattles, silt fences, gravel bags, etc.) shall be maintained by CONTRACTOR in good order at all times. These devices and BMPs shall be cleaned or replaced as often as needed to fulfill their intended purpose, but at minimum semi-annually. CITY shall provide or reimburse CONTRACTOR for materials that exceed $500 per month, with CITY'S approval. 7.0 PLANT MATERIALS 7.01 Plant materials shall conform to the requirements of the site specific landscape plans on file with CITY, and to horticultural standards, as to variety, species, size, age, etc. 7.02 Plans of record and specifications should be consulted to ensure correct identification of species. Substitutions may be allowed but only with the prior written approval of CITY. 7.03 Quality A. Plants shall be sound, healthy and vigorous, free from plant disease, insect pest or their eggs, and shall have healthy normal root systems and comply with all state and local regulations governing these matters, and shall be free from any noxious weeds. B. Plant materials shall be symmetrical, and/or typical for variety and species. C. Trees shall not have been topped; Palms not candle shaped. D. Roots shall not have been allowed to circle or become bound at any stage of growth. E. All plant materials must be provided from a licensed nursery and shall be subject to acceptance as to quality by CITY. 7.04 Plant Materials Guarantee CONTRACTOR shall replace, at no cost to CITY, any plant materials planted by CONTRACTOR under this CONTRACT which fail to establish, grow, live and remain in healthy condition , regardless ofthe reason for said failure, as follows: A. All trees shall be guaranteed for one year from the date of acceptance of the job by CITY. B. All shrubs shall be guaranteed for ninety (90) days from the date of acceptance of the job by CITY. 8.00 SERVICE REQUEST 8.01 CONTRACTOR shall complete all service requests for individual bid items within three (3) work days, unless otherwise directed by CITY. HI APPENDIX 'B' to Agreement for Parks Maintenance Services (West Coast Arborists, Inc.) Contractor's Cost of Services Work Category B - Trees Item # Description Ann. Units PREVA LING WAGE Item # Description Ann. Units Each Unit $ Annual Total $ Bl Tree Trimming (All Species Except Palms) 0" to 12" Diameter at Breast Height 575 $70.00 (Each) $40,250.00 (Extended Amt.) B2 Tree Trimming (All Species Except Palms) >12" to 24" Diameter at Breast Height 1625 $ 90.00 (Each) $ 146,250.00 (Extended Amt.) B3 Tree Trimming (All Species Except Palms) >24" to 36" Diameter at Breast Height 1750 $ 105.00 (Each) $ 183,750.00 (Extended Amt.) B4 Tree Trimming (All Species Except Palms) >36" and over Diameter at Breast Height 575 $ 145.00 (Each) $ 83,375.00 (Extended Amt.) B5 Tree Trimming (Palms) 0" to 12" Diameter at Breast Height 125 $ 60.00 (Each) $ 7,500.00 (Extended Amt.) B6 Tree Trimming (Palms) >12" to 24" Diameter at Breast Height 475 $60.00 (Each) $ 28,500.00 (Extended Amt.) B7 Tree Trimming 100 $ 60.00 $ 60,000.00 (Palms) >24" and over Diameter at Breast Height (Each) (Extended Amt.) B8 Tree Double Staking (All Species) Including Stakes/Ties 100 $ 10.00 (Each) $ 1,000.00 (Extended Amt.) B9 Tree Guying (All Species) Including Wire/Anchors 250 $ 15.00 (Per Lin. Foot) $ 3,750.00 (Extended Amt.) BIO Tree Root Pruning (All Species) Per Linear Foot 200 $ 15.00 (Per Lin. Foot) $ 3,000.00 (Extended Amt.) BII Tree Root Barrier Installation (Including 18" Bio 250 $15.00 (Per Lin. Foot) $ 3,750.00 (Extended Amt.) B12 Tree Removal And Stump Grinding (All Species except Palms) 0" to 24" Diameter at Breast Height 75 $ 375.00 (Each) $28,125.00 (Extended Amt.) B13 Tree Removal And Stump Grinding (All Species except Palms) >24" Diameter at Breast Height 25 $ 825.00 (Each) $ 20,625.00 (Extended Amt.) B14 Stump Grinding Only (All Species) Per Diameter Inch 500 $ 9.00 (Per Dia. Inch) $4,500.00 (Extended Amt.) B15 Tree Removal and Stump Grinding (Palms) 0" up to 24" Diameter at Breast Height 5 $ 375.00 (Each) $ 1.875.00 (Extended Amt.) B16 Tree Removal and Stump Grinding (Palms) >24" Diameter at Breast Height 5 $ 825.00 (Each) $4,125.00 (Extended Amt.) B17 Scheduled Work Crew (3 Staff, Aerial Unit, Box Truck, Chipper, Chain Saws & Misc. Equipment) 350 $ 198.00 (Per Hour) $ 69,300.00 (Extended Amt.) B18 Emergency Response and Specific Event Crew (3 Staff, Aerial Unit, Box Truck, Chipper, Chain Saws & Misc. Equipment) After Hours, Weekends & City Holidays 75 $ 198.00 (Each) $ 14,850.00 (Extended Amt.) B19 Tree Planting (All Species) Including Tree, Tabs, Amendments & Stakes 15-Gallon Containers 25 $ 175.00 (Each) $4,375.00 (Extended Amt.) B20 Tree Planting (All Species) Including Tree, Tabs, Amendments & Stakes 24" Box Container. 10 $ 300.00 (Each) $ 3,000.00 (Extended Amt.) B21 Tree Planting (All Species) Including Tree, Tabs, Amendments & Stakes 36" Box Container 5 $ 800.00 (Each) $4,000.00 (Extended Amt.) B22 *Extra Work stipulated Amt. $ 50,000.00 (Annual Amt.) Column Total: $711,900.00 * Extra Work payments made to CONTRACTOR will be based on CONTRACTOR'S actual work performed for CITY, consistent with the terms and conditions of the CONTRACT documents, and may be different from the prices estimated above. Extra Work is not guaranteed. 5o From: Donna Heraty Sent: Thursday, July 16, 2015 11:32 AM To: 'vgonzalez@wcainc.com' Cc: Shelley Collins; Kyle Lancaster Subject: REQUIRED CONFLICT OF INTEREST Attachments: Resolution No. 2015-050.pdf To Whonn It May Concern: You are receiving this email because your company has a consultant agreement with the City of Carlsbad. The City of Carlsbad's Conflict of Interest Code requires all consultants to file a statement disclosing certain economic interests, that may foreseeably be affected materially by any decisions made, or participated in, by a designated official because of their position. To comply with this requirement a Statement of Economic Interest Form 700 "Assuming Office" is required to be filed with the City of Carlsbad City Clerk's Office. To file your Assuming Office statement, please follow the instructions below: • As reflected in the City Conflict of Interest Code - Resolution No. 2015-050 (attached), the employee(s) of your company that work directly with citv staff are required to complete the Statement of Economic Interest Form (Form 700). Consultants are required to claim - Category (A) Investment and Real Property Disclosure Category (B) Personal Income Disclosure Category (C) Business Entity Income Disclosure Category (D) Business Position Disclosure • Your "Assuming Office" date for this filing is July 16,2015. • Even if there are no reportable interests, the cover page is still required to be completed with box "None" in Section 4 checked. • THE COMPLETED FORM 700 IS DUE IN THE CiTY CLERK'S OFFICE BY 5:00 PM. AUGUST 16. 2015. Mailing Address: Citv Clerk's Office. 1200 Carlsbad Village Drive. Carlsbad. CA 92008. • Form 700 • Form 700 Reference Pamphlet Other documents vou mav use as reference: • FAQ: Form 700 Disclosure • Local Gift Fact Sheet In addition, when your contract with the City of Carlsbad is completed, the employee(s) that filed the Assuming Office statement is/are required to file a "Leaving Office" statement, utilizing the same Form 700 and entering the date the contract ended in the "Leaving Office" date line, and submitting to the City Clerk's Office no later than 30 days following completion of the agreement. **Failure to file the Assuming and/or Leaving Office statement(s) could result in penalties assessed at $10.00 per day, not to exceed $100.00, in addition to any other penalties per California Government Section Code 91013. If you have any questions or need additional information, please feel free to contact me or the Fair Political Practices Commission (FPPC) at 1-866-ASK-FPPC (1-866-275-3772). Sincerely, Donna Heraty. A CARLSBAD Donna Heraty, CMC Deputy City Clerk City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 www.carlsbadca.gov P: 760-434-2808 F: 760-720-6917 donna.heratv@carlsbadca.gov Please consider ttie environment before printing this e-mail