Attachment 1CLERK DEPARTMENT
AGR 1A-(1(A
AGREEMENT FOR SERVICES
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THIS AGREEMENT is made and entered into on April 9, 2014 by and be w
GATOS, a California municipal corporation, ( "Town ") and West Coast A o%fts— oz c
Provider "), whose address is 2200 E. Via Burton Street, Anaheim, CA 92806. This Agreement is
made with reference to the following facts.
L RECITALS
1.1 Town desires to engage Service Provider to provide park tree pruning services.
1.2 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.
I1. AGREEMENT
2.1 Scone of Services. Service Provider shall provide services as described in that certain
Request for Proposal sent to the Town on March 24, 2014, which is hereby incorporated by
reference and attached as Exhibit A.
2.2 Term and Time of Performance. This contract will remain in effect from May 5, 2014 to
June 30, 2016. Service Provider shall perform the services described in this agreement as
described in Exhibit A.
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 ReMonsibility. 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 the these documents or information available to any
individual or organization not employed by the Service Provider or the Town without the
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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 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.
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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.
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.
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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.
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.
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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 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 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.
Victor M. Gonzalez
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.
4.7 Order of Precedence. hi 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.
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4.8 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.
V. BONDING REQUIREMENT
5.1 Service Provider agrees to post a Faithful Performance Bond and a payment bond for Labor
and Materials, or other guarantees, in the required amounts upon bond forms provided by
the TOWN, guarantying the performance of the terms of this Agreement. Surety issuing
bonds for Service Provider 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.
VI. PREVAILING WAGES
6.1 Reference is hereby made to copies of the general rate of per diem wages as determined by
the Director of the Department of Industrial Relations on file in the Department of Parks
and Public Works, TOWN OF LOS GATOS, Town Hall, which are available to any
interested party.
For failure to pay the prevailing wages, the Service Provider shall forfeit, as a penalty, to
the TOWN, Fifty Dollars ($50) for each workman for each calendar day or portion thereof
who is paid less than the stipulated prevailing wage for work done under this contract, in
violation of the provisions of the Labor Code, Sections 1770 to 1780, inclusive. In addition
to said penalty, the Service Provider, or subcontractor, shall pay to each worker the
difference between the prevailing wage and the amount paid to said worker for each
calendar day for which said worker was paid less than the prevailing wage.
Service Provider shall comply with the provisions of the Davis -Bacon Act, as amended
40 USC 276a- 376a -5), and related requirements as certified in CONTRACTOR's bid
proposal.
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IN WITNESS WHEREOF, the Town and Service Provider have, executed
Town of Los Gatos by:
Greg Larso , Town Manager
Recommen &I by-
Wit Morle , Director of P ta d Public Works
Approved as to Form:
Robert Schultz, Town At "Y
Service
West C
Patrick Mahoney
President
Title
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Request for Proposals
Park Tree Pruning
Project A14 -01
Parks and Public Works Department
41 Miles Avenue
Los Gatos, CA 95030
408) 399 -5770
Fax) 354 -8529
EXHIBIT A
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February 28, 2014
Dear Contractor:
Town of Los Gatos
Parks and Public Works Department
41 Miles Avenue
Los Gatos, CA 95030
Phone: (408) 399 -5770
Fax: (408) 354 -8529
The Town of Los Gatos is requesting bids for a Park Tree Pruning Project. The Contractor shall
be a State of California licensed contractor and hold a C -27 or C -61 license. An Arborist
certified by the Western Chapter of the International Society of Arboriculture shall be employed
by the contractor and is required to supervise all pruning and removal activities throughout the
terms of the contract.
SCOPE OF SERVICES:
The Contractor shall comply with all applicable State, County and Town requirements for
closure of streets. At least 72 hours in advance of closing any street, alley, or other public
thoroughfare, the Contractor is required to notify the Police and Fire departments and
comply with their requirements. The provisions of this section will not relieve the
Contractor from his responsibility to provide such additional devices or take such
measures as may be necessary to comply with the provisions of Section 7 -1.14, "Public
Safety — Site Security," of the Standard Specifications, see attached.
Contractor shall be responsible for disposing of stumps. All wood chips associated with
the project will be retained by the Town and dumped at the Los Gatos Service Center
through the term of the contract.
All trees shall require a CLASS II — STANDARD PRUNING. Standard pruning shall
consist of the removal of dead, dying, diseased, decaying, interfering, objectionable,
obstructing, and weak branches, as well as selective thinning to lessen wind resistance.
The removal of such described branches is to include those on the main trunks, as well as
those inside the leaf area. An occasional undesirable branch up to one inch (2.54 cm) in
diameter may remain within the leaf area where it is not practical to remove.
Additionally, all trees will be raised to 14' vertical Clearance where practical. The
following General Specifications listed below in italics apply to Class II Standard
Specifications:
All cuts shall be made as close as possible to the trunk or parent limb, without cutting
into the branch collar or leaving a protruding stub. Bark at the edge of all pruning
cuts should remain firmly attached.
All branches too large to support with one hand shall be precut to avoid splitting or
tearing of the bark. When necessary, ropes or other equipment should be used to
lower large branches safely to the ground.
2
Treatment of cuts and wounds with wound dressing or paint has not shown to be
effective in preventing a• reducing decay, and is not generally recommended far that
reason.
Old injuries are to be inspected. Those not closing properly and where the callus
growth is not completely established should be bark traced if the bark appears lose or
damaged. Such tracing shall not penetrate the xylem (sapwood), and margins shall
be rounded.
Equipment that will damage the bark and cambium layer (climbing spurs, hooks,
irons) are forbidden and are not acceptable work practices for pruning operations on
live trees. Sharp tools shall be used so that clean cuts will be made at all times.
All cut limbs shall be removedfrom the crown upon completion of the pruning.
Trees susceptible to serious infectious diseases should not be pruned at the time of
year during which pathogens causing disease or the insect vectors are most active.
Roadside tree trimming and brush clearance. Protruding tree limbs shall be cut back four
plus feet behind the edge of pavement wherever possible. Overhead tree canopies shall
be end weighted. Dead or broken limbs shall be removed to the nearest lateral.
Equipment used by the Contractor shall utilize trucks equipped with the following
components. All of the required equipment listed below shall be properly maintained and
functional 24 hours a day, 7 days a week, including holidays.
Radio dispatch and /or cellular communication capabilities,
Warning beacon/strobe lights
Traffic cones
Construction warning signs
A hydraulic bucket capable of reaching a height of 55 feet from the roadway
surface
Proper lighting for illuminating the work area at night
Chemical Control. Contractor shall provide unit pricing to apply plant growth regulator
ethephon (Monterey Floral Brand) to control mistletoe in dormant trees under the
direction of the Town Arborist.
The Town reserves the right to award bid for all work as outlined in this project. The
work for each phase of this project will be authorized by the Town individually.
Below is the list of narks to be pruned.
Location Address Prune Type Lump Sum Price
Live Oak Manor Park 210 Carlton Avenue Class 11 Prune 13,700.00
Bachman Park 500 Bachman Avenue Class 11 Prune 9,700.00
Blossom Hill Park 16300 Blossom Hill Road Class 11 Prune 12,700.00
La Rinconada Park 151 Granada Way Class 11 Prune
6,250.00
Bid pricing shall be complete, including all costs for labor, supervision, methods or processes,
implements, tools, machinery, equipment, transportation, and materials required to complete the
work described in this bid. All entries shall be printed in ink or shall be typewritten.
Each Contractor trust insure that their bids include the cost of a Town business license,
Insurance, and Performance and Labor and Materials Bond. All Town projects require
prevailing wage payments by Contractor.
Corrections shall be initialed in ink by the person signing the bid. All information requested for
entry on the bid Form must be provided. If necessary, proposers may attach additional sheets
clearly cross referenced to the applicable item number. The Town will review all bids and award
a contract to the lowest responsible bidder.
Miscellaneous Tree Trimming Services, As Required.
Unless otherwise noted, rates shall include labor, equipment, and disposal of materials. In
addition to the lump sum cost additional work may be requested by the Town on an as needed
basis.
Tree Inventory,
The Contractor will provide the Town access to a record keeping system consisting of an
Internet -based software program that allows the Town to maintain information about its urban
forest, including the description of each tree by species, height, diameter, work history, and tree
planting site location. The tree inventory software program shall be an Intemet -driven tracking
program that can be exported in a format compatible with Town's asset management program
Cartegraph). The program shall have the capacity to produce detailed listings of tree and site
information, work histories, service request, summary reports and pictures of Town tree species.
The Contractor shall provide software support to the Town for the entire term of the agreement.
A. GPS Tree inventory. Provide the Town with Global Positioning System (GPS)
coordinates for all trees in public spaces. This includes but not limited to all
publicly owned trees on street rights -of -way, parks, Town facilities and open
spaces such as medians, and greenscapes. The address information contained in
inventory should be linked directly to a Geographical Information System (GIS)
program, such as ArcView. The inventory collector will identify the trees by their
global coordinates of longitude and latitude. At the conclusion of the project, the
Town will receive a complete listing of all sites inventoried, both in hard and
electronic copy.
B. The contractor shall be required to create an ESRI ArcView /ArcGIS compatible
shape file". The inventory shall be capable of showing the location of every
existing tree site and vacancies on the Town's existing GIS base maps (street,
parcels, addresses ROW and hardscape). The tree inventory shall be conducted
by visiting each tree site or vacant planting site and plotting the position.
Collected data shall be compatible with the Town's current version of ArcView.
Minimum accuracy shall be not more than 1 meter. The contractor shall have a
2
minimum five (5) years' experience in collecting tree inventories and developing
inventory databases.
1. Class 11— Standard Pruning Tree's ranging from 0' to 20' 60.00 Each
2. Class II — Standard Pruning Tree's ranging from 21' to 40' 160.00 Each
3. Class 11— Standard Pruning Tree's ranging from 40' and Above 190.00 Each
4. Tree Removal Tree's ranging from 0' to 20' 200.00 Each
5. Tree Removal Tree's ranging from 21' to 40' 700.00 Each
6. Tree Removal Tree's ranging from 40' and above 1,750.00 Each
7. Stump Grinding 24" to 36" 175.00 Each
8. Stump Grinding 36" to 48" 225.00 Each
9. Stump Grinding 49" and above 295.00 Each
10 GPS Tree Inventory Approximant Tree Count of 20,000 0.00 Each
Labor Rates, As Needed.
Labor costs must reflect prevailing wages.
Labor Category
Straight Time
per hour)
Overtime
per hour)
Arborist 70.00 80.00
Tree Foreman 60.00 80.00
Tree Climber 60.00 80.00
Grounds Person 60.00 80.00
Flagger (Traffic Control Needs) 60.00 80.00
Three Man Tree Crew 180.00 80.00
CONTRACT PRICE
A. First Year
As full compensation for furnishing all materials and equipment and for doing all the
work contemplated and embraced, the Town shall pay the amount specified by the
Contractor pursuant to the signed agreement.
B. Successive Years
5
One year from the date of the signed agreement, and each anniversary thereafter, the
monthly price paid for such services shall be adjusted according to the percent change in
the U.S. Department of labor, Bureau of Labor Statistics Consumer Price Index, All
Items, All Urban Consumers, San Francisco- Oakland -San Jose, 1982 -84 -100 Index. The
contractor shall be responsible for submitting a written notice sixty (60) days in advance
requesting an adjustment to the current index. This index shall be used to calculate and
determine annual costs. The beginning index is 242.602 as of December 2013.
C. Town Council Budget Discretion
The authority to determine annual budgets for the Town is vested by law with the Town
of Los Gatos Town Council. Nothing in the agreement shall bind the Town Council to
budget funds in successive fiscal years for payment of services under the signed
agreement. The Town./Department reserves the right to terminate the signed agreement
without consequences, in the event the Town Council determines in the future not to
budget funds for the agreement.
DEADLINE INFORMATION
The deadline to submit proposals is Wednesday. March 26, 2014, at 10:00 AM.
Mail or hand deliver proposals to the following address by the deadline date to: Town of Los
Gatos, Town Clerk's Office, 110 East Main Street, Los Gatos, CA, 95030. Proposals received
after the deadline date will not be considered.
MANDATORY PRE -BID MEETING
All bidders are required to attend a mandatory pre -bid walk through meeting on Wednesday,
March 12, 2014, at 9:00 AM. Failure to attend this meeting will result in automatic bid
disqualification.
The meeting will be held at the Town of Los Gatos, Parks and Public Works Department Service
Center, 41 Miles Avenue. Town staff will direct all parties to specific locations outlined in this
document.
CONTACT PERSON
For questions, contact Robert Moulden, Town Arborist at (408) 827 -3543.
TERM OF THIS AGREEMENT
If awarded, the term of the contractor's agreement shall begin on May 5. 2014, or on the contract
execution date, whichever is later, and will continue through June 30, 2016. Under no
circumstances shall the term of the contract continue beyond midnight, June 30, 2016.
ADDITIONAL INFORMATION REOUESTED
1. Company Name:
West Coast Arborists, Inc.
2. Address from which service will be provided:
390 Martin Avenue, Santa Clara, CA 92121
Corporate Headquarters: 2200 E. Via Burton, Anaheim, CA 92806
3. Location of facility (must be within 30 miles of Town limits):
390 Martin Avenue Santa Clara CA 92121
4. Business organization (Check one):
Individual Proprietorship
Partnership
Corporation
Other
If incorporated, provide the following information:
Date of incorporation 5/10/1976 State of incorporation California
Contact Person Christian BonnerNictor Gonzalez Telephone Number (800) 521 -3714
AFTER HOURS EMERGENCY Contact Person/Title Emergency Limb Down
Telephone Number (866) 546 -2369
ADDENDA
Proposer acknowledges receipt of the following Addenda:
Number N/A Date
Number Date
Number Date
SIGNATURE OF CONTRACTOR
7
Signature
Patrick Mahoney
Name (printed or typed)
800) 521 -3714
Telephone Number
95- 3250682
Tax 1D Number
Approved by:
2/2,1
Matt Morley'
Director of Parks and Public W ks
President
Title
3/24/14
Date
714) 991 -1027
Fax Number
36141
Los Gatos Business License Number