Staff Report with attachments
PREPARED BY: Jim Harbin
Superintendent
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, Finance Director, and Interim
Director of Parks and Public Works
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832
www.losgatosca.gov
TOWN OF LOS GATOS
COUNCIL AGENDA REPORT
MEETING DATE: 05/03/2022 ITEM NO: 12
DATE: April 27, 2022
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Authorize the Town Manager to Execute a Third Amendment to the
Agreement for Services with Brightview Tree Care Services, Inc. to Increase
Compensation for Fiscal Year 2021/22 in an Amount of $25,000 for a Total
Annual Amount Not to Exceed $125,000, for a Total Agreement Amount Not
to Exceed $966,000
RECOMMENDATION:
Authorize the Town Manager to execute a third amendment (Attachment 1) to the Agreement
for Services with Brightview Tree Care Services, Inc. to increase compensation for Fiscal Year
(FY) 2021/22 in an amount of $25,000 for a total annual amount not to exceed $125,000, for a
total agreement amount not to exceed $966,000.
BACKGROUND:
The Town of Los Gatos utilizes contractual tree trimming and removal services to maintain the
Town’s urban forest. On June 5, 2018, the Town Council authorized the Town Manager to
execute a five-year Agreement for Services (Attachment 2) with Brightview Tree Care Services,
Inc. for tree trimming and maintenance services. The original agreement included $247,000 for
year one of the agreement and $100,000 plus annual consumer price index adjustments
annually thereafter.
On August 7, 2019, Council authorized the Town Manager to execute a first amendment to the
Agreement for Services to provide for an additional $100,000 for FY 2019/20.
On June 2, 2020, Council authorized the Town Manager to execute a second amendment
(Attachment 3) to the Agreement for Services to increase compensation for FY 2019/20 and FY
PAGE 2 OF 3 SUBJECT: Authorize the Town Manager to Execute a Third Amendment to the Agreement for Services with Brightview Tree Services, Inc. DATE: April 27, 2022
BACKGROUND (continued):
2020/21 in amounts of $47,000 and $147,000 respectively for total annual contract amounts
not to exceed $247,000. Compensation for years four and five of the agreement were to
remain at $100,000 annually.
On December 7, 2021, Council authorized the Town Manager to execute a second Agreement
for Services (Attachment 4) with West Coast Arborists (WCA) in an amount not to exceed
$100,000 to supplement unmet tree maintenance services as Brightview Tree Services
struggled to keep up with the workload.
DISCUSSION:
While waiting for the contract with WCA to process and be fully executed, safety related work
needing immediate attention had to continue. Brightview Tree Care Services performed the
work; however, their contract had already reached the compensation limits. This amendment
increases the Brightview Tree Service contract by $25,000 to allow payment of the emergency
safety services performed.
Staff will create change orders to the current purchase orders by reducing the WCA amount by
$25,000 and adding $25,000 to Brightview to address the overage.
CONCLUSION:
Authorize the Town Manager to execute a third amendment to the Agreement for Services with
Brightview Tree Care Services, Inc. to increase compensation for FY 2021/22 in an amount of
$25,000 for a total annual amount not to exceed $125,000, for a total agreement amount not
to exceed $966,000.
FISCAL IMPACT:
The Adopted FY 2021/22 Operating Budget has sufficient funds for tree maintenance. This
action will have no additional fiscal impact.
ENVIRONMENTAL ASSESSMENT:
This is not a project defined under CEQA, and no further action is required.
PAGE 3 OF 3 SUBJECT: Authorize the Town Manager to Execute a Third Amendment to the Agreement for Services with Brightview Tree Services, Inc. DATE: April 27, 2022
Attachments:
1. Third Amendment to the Agreement for Services (Brightview Tree Care Services, Inc.)
2. Agreement and First Amendment (Brightview Tree Care Services, Inc.)
3. Second Amendment to the Agreement for Services (Brightview Tree Care Services, Inc.)
4. Agreement for Services (West Coast Arborists)
This Page Intentionally Left Blank
BrightView Tree Care Services Inc. – Third Amendment to Agreement for Services
Page 1 of 2
THIRD AMENDMENT TO AGREEMENT FOR SERVICES
This THIRD AMENDMENT TO AGREEMENT is dated for identification this 18th day of April 2022 and amends that certain Second Amendment to Agreement for Services dated June 2, 2020, made by and between the Town of Los Gatos, ("Town,") and BrightView Tree Care Services Inc. (“Service Provider”).
RECITALS
A.Town and Service Provider entered into an Agreement for Services on June 5, 2018,
(“Agreement”), and a First Amendment to Agreement for Services on August 20, 2019,
and a Second Amendment to Agreement for Services on June 2, 2020, copies of which are
attached hereto and incorporated by reference as Attachment 1 to this Amendment.
B.Town desires to amend the Agreement for Services to provide additional funds for FY
2021/22.
AMENDMENT
1.2.6 Compensation – amendment shall read:
Compensation for year 1 (Fiscal Year 2018/19) of this agreement was $247,000.
Compensation for year 2 (Fiscal Year 2019/20) of this agreement was $247,000. and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI
published on December 31 of the preceding year.
Compensation for year 3 (Fiscal Year 2020/21) of this agreement was $247,000, and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year.
Compensation for year 4 (Fiscal Year 2021/22) of this agreement shall increase $25,000,
for a total amount not to exceed $125,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year. If the CPI indicates a downward adjustment, compensation would remain at the
base amount of $100,000.
Attachment 1
BrightView Tree Care Services Inc. – Third Amendment to Agreement for Services
Page 2 of 2
Compensation for year 5 (Fiscal Year 2022/23) of this agreement shall remain the same:
a total amount not to exceed $100,000 and shall be adjusted upward annually for the remaining term of this agreement by the change, if any, in the San Francisco – Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published on December 31 of the preceding year. If the CPI indicates a downward adjustment, compensation would remain at the base amount of $100,000.
The total agreement amount shall not to exceed $966,000.
2.All other terms and conditions of the Agreement remain in full force and effect.IN WITNESS WHEREOF, the Town and Service Provider have executed this Amendment.
Town of Los Gatos BrightView Tree Care Services Inc. by:
By: _______________________________ ______________________________
Laurel Prevetti, Town Manager
______________________________
Department Approval: Name/Title
_______________________________________
Timm Borden
Interim Director of Parks and Public Works
Approved as to Form: Attest:
s Gatos, California
______________________________ ______________________________
Robert Schultz, Town Attorney Shelley Neis, CMC, Town Clerk
AGR lq• 150
IHH
FIRST AMENDMENT TO AGREEMENT FOR SERVICES
This FIRST AMENDMENT TO AGREEMENT is dated for identification this 20't' day of August
2019 and amends that certain Agreement for Services dated June 5, 2018, made by and between
the Town of Los Gatos, ("Town,") and BrightView Tree Care Services Inc. ("Service Provider").
RECITALS
A. Town and Service Provider entered into an Agreement for Services on June 5, 2018,
Agreement"), a copy of which is attached hereto and incorporated by reference as
Attachment 1 to this Amendment.
B. Town desires to amend the Agreement for Services to provide additional funds for FY
2019/20.
AMENDMENT
1. 2.6 Compensation shall read: Compensation for the first year shall not exceed $247,000,
inclusive of all costs. Payment shall be based upon Town approval of each task.
Compensation for year two of this agreement shall not exceed $200,000 and shall be
adjusted upward annually for the remaining term of this agreement by the change, if any,
in the San Francisco — Oakland — San Jose Metropolitan Area Consumer Price Index for All
Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI published
on December 31 of the preceding year.
Compensation for years three through five of this agreement shall not exceed $100,000
annually and shall be adjusted upward annually for the remaining term of this agreement
by the change, if any, in the San Francisco — Oakland — San Jose Metropolitan Area
Consumer Price Index for All Urban Consumers, all items (CPI). The adjustment shall be
based upon the CPI published on December 31 of the preceding year. If the CPI indicates
a downward adjustment, compensation would remain at the base amount of $100,000.
2. All other terms and conditions of the Agreement remain in full force and effect.
ATTACHMENT 2
IN WITNESS WHEREOF, the Town and Service Provider have executed this Amendment.
Town of Los Gatos
BY._/
laurel Prevetti, Town Manager
Department Approval:
0
Mat Morley
Director of Parks and Pu lic W rks
Approved as to Form:
Robert Sc u z, Town Attorney
2of2
BrightView Tree Care Services Inc. —First Amendment to Agreement for Services
BrightViewTree Care Services Inc. by:
Name/Title
Attest:
Shelley Neis, CIVIC, To Jerk,
AGR_lflLt3___.
AGREEMENT FOR SERVICES
If iH_
THIS AGREEMENT is dated for identification this 51h of June 2018 and is made by and between
TOWN OF LOS GATOS, a California municipal corporation, ("Town") and BrightView Tree Care
Services, ("Service Provider"), whose address is 530 Aldo Avenue, San Jose, CA 95054. This
Agreement is made with reference to the following facts.
1. RECITALS
1.1 The Town desires to engage Service Provider to provide tree trimming maintenance
services.
1.2 The Service Provider represents and affirms that it is willing to perform the desired work
pursuant to this Agreement.
1.3 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.
If. AGREEMENT
2.1 Scope of Services. Service Provider shall provide services as described in that certain
Proposal sent to the Town on April 25, 2018, which is hereby incorporated by reference and
attached as Exhibit A.
2.2 Term and Time of Performance. The effective date of this Agreement shall begin on July 1,
2018 and will continue through June 30, 2023, 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.
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
Page 1 of B
Agreement for Services - BrightView Tree Care Services
ATTACHMENT 1
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 shall not exceed $247,000 for the first year,
inclusive of all costs. Payment shall be based upon Town approval of each t k.
Compensation for years two through five of this agreement shall not exceed $100,000 and
shall be adjusted upward annually for the remaining term of this agreement by the change,
if any, in the San Francisco — Oakland — San Jose Metropolitan Area Consumer Price Index
for All Urban Consumers, all items (CPI). The adjustment shall be based upon the CPI
published on December 31 of the preceding year. If the CPI indicates a downward
adjustment, compensation would remain at the base amount of $100,000.
2.7 Failure to Perform. It is mutually agreed by SERVICE PROVIDER and TOWN that in the event
that performance of the work by SERVICE PROVIDER under this Agreement is not completed
as scheduled, TOWN will suffer damages and will incur other costs and expenses of a nature
and amount which is difficult or impractical to determine. The Parties agree that by way of
ascertaining and fixing the amount of damages, costs and expenses, and not by way of
penalty, SERVICE PROVIDER shall pay to TOWN the sum of one hundred dollars ($100.00)
per location per scheduled service in liquidated damages for every missed service beyond
three missed services in a month in addition to reducing the monthly payment by the cost
of that service. In the event that the liquidated damages are not paid, SERVICE PROVIDER
agrees that TOWN may deduct the amount of unpaid damages from any money due or that
may become due to SERVICE PROVIDER under this Agreement.
2.8 Schedule. Service Provider shall provide a schedule to the Town prior to beginning work.
The schedule shall identify dates of service for each location. Schedule changes shall be
approved by the Town with 24-hour notice. Each missed location shall be considered a
failure to perform, unless the contractor provides advance notice of schedule change.
2.9 Billin¢. 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.
Page 2 of 8
Agreement for Services — BrightView Tree Care Services
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
2.10 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.
2.11 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.
2.12 Independent Service Provider. 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 Service
Provider and not an agent or employee of the Town. As an independent Service Provider,
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.
2.13 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
Agreement for Service$ - Brightyiew Tree Care Services
Page 3 of 8
employment relationship, and shall, at the Town's sole discretion, sever any such
employment relationship.
2.14 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 subService Providers 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.
Ill. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
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: one million dollars ($1,000,000) 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:
The Town, its officers, officials, employees and volunteers 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 officers, officials, employees and volunteers. 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.
Page 4 of 8
Agreement for Services — 8rightView Tree Care Services
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.
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 subService Providers 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 officers, agent, 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
subService Provider.
IV. GENERALTERMS
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
Page 5 of g
Agreement for Services- 6rigfrtView Tree Carp Services
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 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.
4.5 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.
4.6 Prevailing Wages. In accordance with the provisions of Sections 1770 et sea., of the Labor
Code, the Director of the Industrial Relations of the State of California has determined the
general prevailing rate of wages applicable to the work to be done. Service Provider will be
required to pay to all persons employed on the project by the Service Provider sums not less
than the sums set forth in the documents entitled "General Prevailing Wage Determination
made by the Director of Industrial Relations pursuant to California Labor Code, part 7,
Chapter 1, Article 2, Sections 1770, 1773, 1773.1." These documents may be obtained from
the State of California.
Pursuant to Labor Code section 1725.5, no Service Provider or sub5ervice Provider may be
awarded a contract for public works on a public works project unless registered with the
Department of Industrial Relations.
This project is subject to compliance monitoring and enforcement by the Department of
Industrial Relations and/or the Town of Los Gatos.
The Service Provider is required to post notices on Public Works requirements.
4.7 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 BrightView Tree Care Services
Attn: Town Clerk 530 Aldo Avenue
110 E. Main Street San Jose, CA 95054
Los Gatos, CA 95030
or personally delivered to Service Provider to such address or such other address as
Service Provider designates in writing to Town.
4.8 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
Page 6 of 8
Agreement for 5ewrces— BrightView Tree Care Services
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
4.9 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.
Page 7 of B
Agreement For Services — Bright View Tree Care Services
IN WITNESS WHEREOF, the Town and Service Provider have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
tt Morley, Director of Parks and Public
Works
Approved as to Form:
W 5-QQ
Robert Schultz, Town tto ey
Agreemem for Services — BrightView Tree Care Services
Bri View Tree Care Services, Inc. by:
Mike Carter
Vice President J General Manager
Title
Page g of e
ATTACHMENT D
BID PRICE SHEET
For all services described below, unless excluded by the Town in description of services below,
the Town shall consider unit prices below to include all labor, equipment, fees of any kind,
overhead, insurance, fuel, materials, surcharges, disposal fees, and any other casts associated with
and necessary for the Bidder to perform such service -No qualifications, exemptions, or alterations
of services described below will be allowed. Failure to comply will result in disqualification of
bid.
A. GENERAL SERVICES
DESCRIPTION, WPFH UNIT UNIT ESTIMATED EXTENDED PRICE
PRICE IN WORDS. (PRICE PRICE UNITS
IS INCLUSIVE OF ALL
APPLICABLE TAXES AND
FEES
Annual routine it -.inn b.based
on n: trimming in pre -designed
I districts. Inds or parks on a so Per -tree 7" H 595 eam S 66,500.00
cycle, and includes all trees
mall, medium, and lar e-sized .
Service request tree trimming
consist of trimming trees outside
the grid trimming cycle,
2. o- 6` Per tree 3 @rnsem S 216
7-.. 12- Per tree 10 @Safi exn 950
13" - Is" Per tree 10 0It" own 1.450
19 -.. 24' Per tree 20 @fl90 exi, S 4,700
2i and o,er Per tree 10 0 210 each 2,850
Tree removal (excludes stump
removal)
3 0' - 6" Per tree 5 a $95 earn S 475
7-- 12 - Per tree 15 ® $237 each S 3.555
13-18 Per tree 20 RS522 earn S10.44017 - 24 Per tree 10 0 $760 earn S 7.800
25"and over 5 ®51,920 each 9.6m
Stump removal
0.,-6. Per stump 5 a$57 earn 285
4 7-- 12" Per stump 15 @ $114 each S 1.710
1 t" - 18' Per stump 20 R $171 each 3.420
10-_24" Per stump 10 0$228 each S 2,280
25'and over Per stump 5 osmzeach S 1.710
A SUB-TOTAL-G ENERAL
11774a 00SERVICESP-
x 1eor,u EXHIBIT
A
R _ CREW RENTAL AND EMERGENCY SERVICES
Fully equipped crew as defined. Includes
all labor, equipment, tool, traflk control,
dis osal cosh and aero material marku 1
UNIT
PRICE
ESTIMATED EXTENDED
UNITS PRICE
STRAIGHTTIME
I. 4 Man crew with Equipment Per hour 20 Qi300 S6,000
2, 3 Man crew with Equipm ni Per hour 40 nR $225 9.000
3. 2 Man crew with Equipment Per hour 20 Q 8150 3.000
OV ERTIME/WEEKENDSIEMERG ENCY
AFTER HOURS CALL OUT
4. 4 Man clew with Equipment Perhour 10 @ $350 51800
5. 3 Man crew with Equipment Per hour 10 @ $285 2.850
6. 2 Man crew with Equipment Per hour 20 ®5190 3,800
B. SUB -TOTAL -CREW RENTAL&
EMERGENCY SERVICES 528,450.Q0
C. OTHER COSTS
DESCRIPTION, WITH UNIT UNIT ESTIMATED EXTENDED PRICE
PRICE IN WORDS. (PRICE IS PRICE UNITS
INCLUSIVE OF ALL
APPLICABLE TAXES AND
FEES) _
Cost for crown, trees requiring
trimming more than 25ea of
foliage at one nme, or crown
shaping or crown reduction.
l' 041- Per free 3 OS'l2.am S 216
7-12' Per tree looms S 950
13-18' Per tree to 06145.arrn S 1,450
19-24-' Per tree 10 81m..tl, S 2,350
25" and over Per tree 21) 111 S 5,700
Specialty equipment - 50-ton Per hour 5 05205 each S 1,3252- crane per hour Per hour 15 44 S250 win S 3.75095-font anal tower per hour
Tice planting and msiillation
services'.
Price includes labor, equipment,
root irrigation device, and
staking; assume trees to be
3, provides by the Town)
Per tree 40 mu3o.«h S 5.200IS"'gallon Per tree 20 R snow, S 5.2M24.. bu Per tree 10 as3sci S 3,aca16.. box Per tree 5 gitriorxn S 3,15048box
4 Arbnrist service, & report Per hour 10 @ 9120 raen S 1200. writmgper hour
Tree watering per day---_
5. Assume I worker watering 8 Per day 40 @ $600 oath S 24.000
hour!----_.-
GPS tree inventory data6 Per3ree 14000613e.r1,, S42.000
collection site
SUB -TOTAL -OTHER COST- S 100 491,00FlGRANDTOTALA*B*C S24666200
P., 11 dll
EXHIBIT A
BrightView Tree Care Services Inc. – Second Amendment to Agreement for Services
Page 1 of 2
SECOND AMENDMENT TO AGREEMENT FOR SERVICES
This SECOND AMENDMENT TO AGREEMENT is dated for identification this 2ND day of June 2020 and amends that certain First Amendment to Agreement for Services dated August 20, 2019, made by and between the Town of Los Gatos, ("Town,") and BrightView Tree Care Services Inc. (“Service Provider”).
RECITALS
A.Town and Service Provider entered into an Agreement for Services on June 5, 2018,
(“Agreement”), and a First Amendment to Agreement for Services on August 20, 2019,
copies of which are attached hereto and incorporated by reference as Attachment 1 to
this Amendment.
B.Town desires to amend the Agreement for Services to provide additional funds for FY
2019/20 and 2020/21.
AMENDMENT
1. 2.6 Compensation – amendment shall read:
Compensation for year 1 (Fiscal Year 2018/19) of this agreement was $247,000.
Compensation for year 2 (Fiscal Year 2019/20) of this agreement shall increase $47,000,for a total annual amount not exceed $247,000 and shall be adjusted upward annually
for the remaining term of this agreement by the change, if any, in the San Francisco –Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, allitems (CPI). The adjustment shall be based upon the CPI published on December 31 ofthe preceding year.
Compensation for year 3 (Fiscal Year 2020/21) of this agreement shall increase $147,000,for a total annual amount not exceed $247,000 and shall be adjusted upward annually
for the remaining term of this agreement by the change, if any, in the San Francisco –Oakland – San Jose Metropolitan Area Consumer Price Index for All Urban Consumers, allitems (CPI). The adjustment shall be based upon the CPI published on December 31 ofthe preceding year.
Compensation for years 4 and 5 (Fiscal Years 2021/22 and 2022/23) of this agreementshall not exceed $100,000 and shall be adjusted upward annually for the remaining termof this agreement by the change, if any, in the San Francisco – Oakland – San JoseMetropolitan Area Consumer Price Index for All Urban Consumers, all items (CPI). Theadjustment shall be based upon the CPI published on December 31 of the preceding year.
DocuSign Envelope ID: C01F6C1B-521B-4630-B3FA-8EFFD2AE3C42
ATTACHMENT 3
BrightView Tree Care Services Inc. – Second Amendment to Agreement for Services
Page 2 of 2
If the CPI indicates a downward adjustment, compensation would remain at the base amount of $100,000.
The total agreement amount shall not to exceed $941,000.
2. All other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the Town and Service Provider have executed this Amendment.
Town of Los Gatos BrightView Tree Care Services Inc. by:
By: _______________________________ ______________________________
Laurel Prevetti, Town Manager
______________________________
Department Approval: Name/Title
_______________________________________
Matt Morley
Director of Parks and Public Works
Approved as to Form: Attest:
______________________________ ______________________________
Robert Schultz, Town Attorney Shelley Neis, CMC, Town Clerk
DocuSign Envelope ID: C01F6C1B-521B-4630-B3FA-8EFFD2AE3C42
General Manager
6/18/2020
6/22/2020
6/22/2020
6/22/2020
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Agreement for Services – West Coast Arborist
Supplemental Tree Maintenance Services
AGREEMENT FOR SERVICES
THIS AGREEMENT is dated for identification this 8th day of December 2021, and is made by and
between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and West Coast
Arborists, INC., (“Service Provider”), whose address is 2200 E. Via Burton St., Anaheim, CA 92806.
This Agreement is made with reference to the following facts.
I.RECITALS
1.1 Town sought proposals for the services described in this Agreement, and Service Provider
was found to be the most qualified service provider 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 Supplemental Tree Maintenance
Services.
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
Proposal sent to the Town on October 22, 2021, which is hereby incorporated by reference
and attached as Exhibit A.
2.2 Term and Time of Performance. The effective date of this Agreement shall begin upon
execution and will continue through June 30, 2022, 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.
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
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ATTACHMENT 4
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Agreement for Services – West Coast Arborist
Supplemental Tree Maintenance Services
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 shall not exceed $100,000 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
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.
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
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Agreement for Services – West Coast Arborist
Supplemental Tree Maintenance Services
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:
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: one million dollars ($1,000,000) combined
single limit per occurrence for bodily injury, personal injury and property
damage.
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Agreement for Services – West Coast Arborist
Supplemental Tree Maintenance Services
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 officers, officials, employees and volunteers 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 officers, officials, employees and volunteers. 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.
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.
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Agreement for Services – West Coast Arborist
Supplemental Tree Maintenance Services
3.4 Indemnification. The Service Provider shall save, keep, hold harmless and indemnify and
defend the Town its officers, agent, 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.
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
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Agreement for Services – West Coast Arborist
Supplemental Tree Maintenance Services
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
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
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Agreement for Services – West Coast Arborist
Supplemental Tree Maintenance Services
$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 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.
4.6 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.
4.7 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
West Coast Arborists, INC.
2200 E. Via Burton Street
Anaheim, CA 92806
or personally delivered to Service Provider to such address or such other address as
Service Provider designates in writing to Town.
4.8 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
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
4.9 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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Supplemental Tree Maintenance Services
IN WITNESS WHEREOF, the Town and Service Provider have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
Matt Morley, Director of Parks and Public
Works
West Coast Arborists Inc., by:
Title
Approved as to Form:
_____________________________________
Robert Schultz, Town Attorney
Attest:
______________________________________
Shelley Neis, MMC, CPMC, Town Clerk
DocuSign Envelope ID: 76FACF7A-24AA-4834-BDC3-B5AA777584F8
President
12/21/2021
12/22/2021
12/27/2021
12/28/2021