08 Attachment 1 - Bay Area Tree Specialists - Agreement for Services with Exhibit A
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Agreement for Services
Bay Area Tree Specialists
ATTACHMENT 1
AGREEMENT FOR SERVICES
THIS AGREEMENT is dated for identification this 17th day of October 2023 and is made by and
between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and Bay Area Tree
Specialists (“Service Provider”), identified as a Sole Proprietor and whose address is Bay Area Tree
Specialists 541 W Capitol Expwy, PMB #287, San Jose, CA 95136. This Agreement is made with
reference to the following facts.
I. RECITALS
1.1 Town sought quotations for the services described in this Agreement, and Service Provider
was found to be the lowest responsible supplier for this purchase.
1.2 Service Provider represents and affirms that it is willing to perform the desired work
pursuant to this Agreement.
1.3 Town desires to engage Service Provider to provide tree removal and stump grinding of
eighteen Eucalyptus trees located on Overlook Road.
1.4 Service Provider warrants it possesses the distinct professional skills, qualifications,
experience, and resources necessary to timely perform the services described in this
Agreement. Service Provider acknowledges Town has relied upon these warranties to retain
Service Provider.
II. AGREEMENT
2.1 Scope of Services. Service Provider shall provide services as described in that certain
Request for Bids and associated Attachments dated September 6, 2023, incorporated by
reference and that certain Proposal sent to the Town on September 28, 2023, which is
attached as Exhibit A.
2.2 Term and Time of Performance. The effective date of this Agreement shall begin upon
execution and terminate on January 31, 2024, subject to appropriation of funds,
notwithstanding any other provision in this Agreement.
2.3 Compliance with Laws. The Service Provider shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Service Provider
represents and warrants to Town that it has all licenses, permits, qualifications and
approvals of whatsoever nature which are legally required for Service Provider to practice
its profession. Service Provider shall maintain a Town of Los Gatos business license pursuant
to Chapter 14 of the Code of the Town of Los Gatos.
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2.4 Sole Responsibility. Service Provider shall be responsible for employing or engaging all
persons necessary to perform the services under this Agreement.
2.5 Information/Report Handling. All documents furnished to Service Provider by the Town and
all reports and supportive data prepared by the Service Provider under this Agreement are
the Town’s property and shall be delivered to the Town upon the completion of services or
at the Town's written request. All reports, information, data, and exhibits prepared or
assembled by Service Provider in connection with the performance of its services pursuant
to this Agreement are confidential until released by the Town to the public, and the Service
Provider shall not make any of these documents or information available to any individual
or organization not employed by the Service Provider or the Town without the written
consent of the Town before such release. The Town acknowledges that the reports to be
prepared by the Service Provider pursuant to this Agreement are for the purpose of
evaluating a defined project, and Town's use of the information contained in the reports
prepared by the Service Provider in connection with other projects shall be solely at Town's
risk, unless Service Provider expressly consents to such use in writing. Town further agrees
that it will not appropriate any methodology or technique of Service Provider which is and
has been confirmed in writing by Service Provider to be a trade secret of Service Provider.
2.6 Compensation: Compensation for services in the amount not to exceed $186,300, inclusive
of all costs. Payment shall be based upon Town approval of each task.
2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the
service and shall be accompanied by a detailed explanation of the work performed by whom
at what rate and on what date. Also, plans, specifications, documents or other pertinent
materials shall be submitted for Town review, even if only in partial or draft form.
Payment shall be net thirty (30) days. All invoices and statements to the Town shall be
addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655
e-mail: AP@losgatosca.gov
2.8 Availability of Records. Service Provider shall maintain the records supporting this billing for
not less than three years following completion of the work under this Agreement. Service
Provider shall make these records available to authorized personnel of the Town at the
Service Provider offices during business hours upon written request of the Town.
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2.9 Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Service Provider. No portion of these services shall be assigned
or subcontracted without the written consent of the Town.
2.10 Independent Contractor. It is understood that the Service Provider, in the performance of
the work and services agreed to be performed, shall act as and be an independent
contractor and not an agent or employee of the Town. As an independent contractor he/she
shall not obtain any rights to retirement benefits or other benefits which accrue to Town
employee(s). With prior written consent, the Service Provider may perform some
obligations under this Agreement by subcontracting, but may not delegate ultimate
responsibility for performance or assign or transfer interests under this Agreement. Service
Provider agrees to testify in any litigation brought regarding the subject of the work to be
performed under this Agreement. Service Provider shall be compensated for its costs and
expenses in preparing for, traveling to, and testifying in such matters at its then current
hourly rates of compensation, unless such litigation is brought by Service Provider or is
based on allegations of Service Provider's negligent performance or wrongdoing.
2.11 Conflict of Interest. Service Provider understands that its professional responsibilities are
solely to the Town. The Service Provider has and shall not obtain any holding or interest
within the Town of Los Gatos. Service Provider has no business holdings or agreements with
any individual member of the Staff or management of the Town or its representatives nor
shall it enter into any such holdings or agreements. In addition, Service Provider warrants
that it does not presently and shall not acquire any direct or indirect interest adverse to
those of the Town in the subject of this Agreement, and it shall immediately disassociate
itself from such an interest, should it discover it has done so and shall, at the Town's sole
discretion, divest itself of such interest. Service Provider shall not knowingly and shall take
reasonable steps to ensure that it does not employ a person having such an interest in this
performance of this Agreement. If after employment of a person Service Provider discovers
it has employed a person with a direct or indirect interest that would conflict with its
performance of this Agreement Service Provider shall promptly notify Town of this
employment relationship, and shall, at the Town's sole discretion, sever any such
employment relationship.
2.12 Equal Employment Opportunity. Service Provider warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Service Provider nor its subcontractors do and neither shall
discriminate against persons employed or seeking employment with them on the basis of
age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental
disability, national origin, religion, or medical condition, unless based upon a bona fide
occupational qualification pursuant to the California Fair Employment & Housing Act.
III. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
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i. Service Provider agrees to have and maintain, for the duration of the
contract, General Liability insurance policies insuring him/her and his/her
firm to an amount not less than: five million dollars ($5,000,000) combined
single limit per occurrence for bodily injury, personal injury and property
damage.
ii. Service Provider agrees to have and maintain for the duration of the contract,
an Automobile Liability insurance policy ensuring him/her and his/her staff
to an amount not less than one million dollars ($1,000,000) combined single
limit per accident for bodily injury and property damage.
iii. Service Provider shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Service Provider agrees that all
certificates and endorsements are to be received and approved by the Town
before work commences.
General Liability:
i. The Town, its elected and appointed officials, employees, and agents are to
be covered as insured as respects: liability arising out of activities performed
by or on behalf of the Service Provider; products and completed operations
of Service Provider, premises owned or used by the Service Provider.
ii. The Service Provider's insurance coverage shall be primary insurance as
respects the Town, its elected and appointed officials, employees, and
agents. Any insurance or self-insurances maintained by the Town, its officers,
officials, employees or volunteers shall be excess of the Service Provider's
insurance and shall not contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Service Provider's insurance shall apply separately to each insured
against whom a claim is made or suit is brought, except with respect to the
limits of the insurer's liability.
3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that
coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except
after thirty (30) days' prior written notice by certified mail, return receipt requested, has
been given to the Town. Current certification of such insurance shall be kept on file at all
times during the term of this agreement with the Town Clerk.
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3.3 Workers’ Compensation. In addition to these policies, Service Provider shall have and
maintain Workers' Compensation insurance as required by California law and shall provide
evidence of such policy to the Town before beginning services under this Agreement.
Further, Service Provider shall ensure that all subcontractors employed by Service Provider
provide the required Workers' Compensation insurance for their respective employees.
3.4 Indemnification. The Service Provider shall save, keep, hold harmless and indemnify and
defend the Town its elected and appointed officials, agents, employees, and volunteers from
all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time
arise or be set up because of damages to property or personal injury received by reason of,
or in the course of performing work which may be occasioned by a willful or negligent act
or omissions of the Service Provider, or any of the Service Provider's officers, employees, or
agents or any subcontractor.
IV. GENERAL TERMS
4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder
shall operate as a waiver of any other right or remedy that party may have hereunder, nor
does waiver of a breach or default under this Agreement constitute a continuing waiver of
a subsequent breach of the same or any other provision of this Agreement.
4.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and
construed to the laws of the State of California. Venue for any action regarding this
Agreement shall be in the Superior Court of the County of Santa Clara.
4.3 Termination of Agreement. The Town and the Service Provider shall have the right to
terminate this agreement with or without cause by giving not less than fifteen days (15)
written notice of termination. In the event of termination, the Service Provider shall deliver
to the Town all plans, files, documents, reports, performed to date by the Service Provider.
In the event of such termination, Town shall pay Service Provider an amount that bears the
same ratio to the maximum contract price as the work delivered to the Town bears to
completed services contemplated under this Agreement, unless such termination is made
for cause, in which event, compensation, if any, shall be adjusted in light of the particular
facts and circumstances involved in such termination.
4.4 Prevailing Wages. This project is subject to the requirements of Section 1720 et seq.
of the California Labor Code requiring the payment of prevailing wages, the training of
apprentices and compliance with other applicable requirements. Contractors and all
subcontractors who perform work on the project are required to comply with these
requirements. Prevailing wages apply to all projects over $1,000 which are defined as
a “public work” by the State of California. This includes: construction, demolition,
repair, alteration, maintenance and the installation of photovoltaic systems under a
Power Purchase Agreement when certain conditions are met under Labor Code Section
1720.6. This include service and warranty work on public buildings and structures.
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4.4.1 The applicable California prevailing wage rate can be found at www.dir.ca.gov
and are on file with the Town of Los Gatos Parks and Public Works Department,
which shall be available to any interested party upon request. The contractor
is also required to have a copy of the applicable wage determination posted
and/or available at each jobsite.
4.4.2 Specifically, contractors are reminded of the need for compliance with Labor
Code Section 1774-1775 (the payment of prevailing wages and documentation
of such), Section 1776 (the keeping and submission of accurate certified
payrolls) and 1777.5 in the employment of apprentices on public works
projects. Further, overtime, weekend and holiday pay, and shift pay must be
paid pursuant to applicable Labor Code section.
4.4.3 The public entity for which work is being performed or the California
Department of Industrial Relations may impose penalties upon contractors and
subcontractors for failure to comply with prevailing wage requirements. These
penalties are up to $200 per day per worker for each wage violations identified;
$100 per day per worker for failure to provide the required paperwork and
documentation requested within a 10-day window; and $25 per day per worker
for any overtime violation.
4.4.4 As a condition to receiving progress payments, final payment and payment of
retention on any and all projects on which the payment of prevailing wages is
required, the contractor agrees to present to the TOWN, along with its request
for payment, all applicable and necessary certified payrolls (for itself and all
applicable subcontractors) for the time period covering such payment request.
The term “certified payroll” shall include all required documentation to comply
with the mandates set forth in Labor Code Section 1720 et seq, as well as any
additional documentation requested by the Agency or its designee including,
but not limited to: certified payroll, fringe benefit statements and backup
documentation such as monthly benefit statements, employee timecards,
copies of wage statements and cancelled checks, proof of training contributions
(CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.
4.4.5 In addition to submitting the certified payrolls and related documentation to
the TOWN, the contractor and all subcontractors shall be required to submit
certified payroll and related documents electronically to the California
Department of Industrial Relations. Failure to submit payrolls to the DIR when
mandated by the project parameters shall also result in the withholding of
progress, retention and final payment.
4.4.6 No contractor or subcontractor may be listed on a bid proposal for a public
works project unless registered with the Department of Industrial Relations
pursuant to Labor Code section 1725.5 [with limited exceptions from this
requirement for bid purposes only under Labor Code section 1771.1(a)].
4.4.7 No contractor or subcontractor may be awarded a contract for public work on
a public works project, unless registered with the Department of Industrial
Relations pursuant to Labor Code section 1725.5. Contractors MUST be a
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registered “public works contractor” with the DIR AT THE TIME OF BID. Where
the prime contract is less than $15,000 for maintenance work or less than
$25,000 for construction alternation, demolition or repair work, registration is
not required.
4.4.8 Should any contractor or subcontractors not be a registered public works
contractor and perform work on the project, Contractor agrees to fully
indemnify the TOWN for any fines assessed by the California Department of
Industrial Relations against the TOWN for such violation, including all staff costs
and attorney’s fee relating to such fine.
4.4.9 The TOWN shall withhold any portion of a payment; including the entire
payment amount, until certified payroll forms and related documentation are
properly submitted, reviewed and found to be in full compliance. In the event
that certified payroll forms do not comply with the requirements of Labor Code
Section 1720 et seq., the TOWN may continue to hold sufficient funds to cover
estimated wages and penalties under the contract.
4.5 Bonding Requirement. Service Provider agrees to post a Faithful Performance Bond and a
Labor and Material Bond, or other guarantees, each in the required amount of $186,300
upon bond forms provided by the TOWN, guaranteeing the performance of the terms of
this Agreement. Surety issuing bonds for CONTRACTOR shall be approved by the
U.S. Department of Treasury's Financial Management Service and shall be listed on the
most current Treasury Circular 570 as contained in the Federal Register.
4.6 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Service
Provider.
4.7 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
4.8 Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
Bay Area Tree Specialists
541 W Capitol Expwy, PMB #287
San Jose, CA 95136
or personally delivered to Service Provider to such address or such other address as
Service Provider designates in writing to Town.
4.9 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the
terms and conditions of this Agreement in respect of the Products or Services and any
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attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
4.10 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town and Service Provider. No terms,
conditions, understandings or agreements purporting to modify or vary this Agreement,
unless hereafter made in writing and signed by the party to be bound, shall be binding on
either party.
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IN WITNESS WHEREOF, the Town and Service Provider have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
Nicolle Burnham
Director of Parks and Public Works
Bay Area Tree Specialists, by:
Name, Title
Approved as to Form:
_____________________________________
Gabrielle Whelan, Town Attorney
Attest:
______________________________________
Wendy Wood, CMC, Town Clerk
Bay Area Tree Specialists
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Cover Letter:
Richard Smith
Owner and Senior Arborist
Bay Area Tree Specialists
541 W Capitol Expy. PMB #287
San Jose CA 95136
Office: (408) 836-9147
Fax: (408) 784-7285
bayareatreespecialists@gmail.com
www.bayareatreespecialists.com
September 28, 2023
Jim Harbin
Department of Parks and Public Works
41 Miles Avenue
Los Gatos, CA, 95030
Telephone: (408) 399-5775
E-mail: jharbin@losgatosca.gov
Dear Mr. Harbin,
Greetings from Bay Area Tree Specialists!
Please find included our response Town of Los Gatos Department of Park and Public Works
Request for Proposal Fire Fuel Reduction Projects (Roadside Eucalyptus) Town Project 812-
0130 Federal Project #22-DG-11052012-134.
We will meet the needs of the Town by removing 18 Tasmanian Blue Gum Eucalyptus
(Eucalyptus globulus) trees on Overlook Road generally between Wissahickon Avenue and
Chestnut Avenue. We will complete the work with removal and lawful disposal of all
branches, leaves, woody material, with grinding and removal of stumps.
We will have experienced and certified tree workers safely and efficiently take down the trees
with the support of crane and traffic control. We will use aerial lift vehicles that are certified
annually to assist with the tree removal along with skid steers with grapple and winches to
move the tree parts to the chipper for chipping into our chip truck or to our knuckle boom
grapple dump truck for loading and hauling logs for lawful disposal. We call 811 before we
grind the stumps with our power stump grinding machine to insure at we at clear to stump
grind and not disturb underground utilities.
We will invest the resources necessary to manage this contract be completed in within 45
days of receiving the notice to proceed. We will ensure that this contract is completed in a an
safe, efficient and professional, that meets and exceed the expectation and requirements for
Town of Los Gatos, its residence and it visitors.
We have no deviations from or exceptions to the Town’s Standard Agreement in Attachment
B of this Request of Bid package.
We have the relevant experience and expertise of the firm to successfully complete this
contract without issue or exceptions.
I Richard Smith, Owner of Bay Area Tree Specialists will personally manage our project team
and am the main project contact.
EXHIBIT A
Bay Area Tree Specialists
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Names, addresses and contractor license numbers of any subcontractors intended for use
on the project (as required per California Public Contract Code sections 4100 through 4114).
Sub-Contractor for Traffic Control will be:
CITY RISE LLC
686 E LOCKEFORD STREET
LODI, CA 95240
CSLB # 1067575 DIR # PW-LR-1000623333
Sub-Contractor for Crane will be:
HATTON'S CRANE & RIGGING INC
3643 DEPOT ROAD
HAYWARD, CA 94545
CSLB # 683819 DIR # 1000019666
Following this cover letter, the resumes for the project team identifying relevant experience
and other relevant information to assist the Town in its selection.
We have carefully read and fully understand the information that was provided by the Town
to serve as the basis for submission of this Bid.
We have the capability to successfully undertake and complete the responsibilities and
obligations of the Bid being submitted.
We represent that all information contained in the Bid is true and correct.
We did not, in any way, collude, conspire to agree, directly or indirectly, with any person,
firm, corporation or other Bidder in regard to the amount, terms, or conditions of this Bid.
We acknowledge that the Town has the right to make any inquiry it deems appropriate to
substantiate or supplement information supplied by Bidder, and we hereby grants the Town
permission to make these inquiries, and to provide any and all related documentation in a
timely manner.
We have successfully performed many large scale hazard tree removal contract the included
Eucalyptus tree removal, crane and aerial left, rigging, hauling, debris disposal and stump
grinding:
We welcome the opportunity to do the same for the Town of Los Gatos!
Sincerely,
Richard Smith,
Owner Bay Area Tree Specialists