Loading...
HomeMy WebLinkAboutE-11 - Request for Bids, Citywide Tree Maintenance, Part2_2[INSERT NAME OF COMPANY] Page 28 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45635.01000\8520199.1 28 CITY OF AZUSA AGREEMENT FOR MAINTENANCE SERVICES 1. PARTIES AND DATE. This Agreement is made and entered into this ______ day of ____________________, 20___ by and between the City of Azusa, a municipal corporation of the State of California, located at 213 East Foothill Boulevard, Azusa, California 91702, (“City”) and [INSERT NAME OF COMPANY], a [INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY] with its principal place of business at [INSERT ADDRESS] (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. 2. RECITALS. 2.1 Contractor. Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing [INSERT TYPE OF SERVICES] services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 2.2 Project. City desires to engage Contractor to render such services for the [INSERT NAME OF PROJECT] project (“Project”) as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional [INSERT TYPE OF SERVICES] maintenance services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from [insert start date] to [insert ending date], unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. [INSERT NAME OF COMPANY] Page 29 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45635.01000\8520199.1 29 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 City’s Representative. The City hereby designates [INSERT NAME OR TITLE], or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee. 3.2.5 Contractor’s Representative. Contractor hereby designates [INSERT NAME OR TITLE], or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times. 3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the [INSERT NAME OF COMPANY] Page 30 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45635.01000\8520199.1 30 Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.8 Period of Performance. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage. 3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City’s decision, Contractor shall have such remedies as may be provided by law. 3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. [INSERT NAME OF COMPANY] Page 31 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45635.01000\8520199.1 31 Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in Section 3.2.10 or any of its sub-sections. 3.2.10.2 Employment Eligibility; Subcontractors, Sub-subcontractors and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1. 3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements. 3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, [INSERT NAME OF COMPANY] Page 32 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45635.01000\8520199.1 32 upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Contractor shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement. 3.2.10.7 Water Quality. (A) Management and Compliance. To the extent applicable, Contractor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State. (B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph. 3.2.11 Insurance. [INSERT NAME OF COMPANY] Page 33 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45635.01000\8520199.1 33 3.2.11.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits. (C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Agreement. 3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by [INSERT NAME OF COMPANY] Page 34 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45635.01000\8520199.1 34 the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Azusa, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or ongoing and completed operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City’s own primary insurance or self-insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(A). (B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City of Azusa, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(B). (C) Workers’ Compensation and Employer’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds. [INSERT NAME OF COMPANY] Page 35 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45635.01000\8520199.1 35 3.2.11.4 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subconsultants. 3.2.11.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.11.6 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Contractor, the City may approve different scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City shall be named as additional insureds on all subcontractors’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad. 3.2.11.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.11.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11.9 Reporting of Claims. Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Services under this Agreement. 3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but [INSERT NAME OF COMPANY] Page 36 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45635.01000\8520199.1 36 shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.13 Bonds. 3.2.13.1 Performance Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City. 3.2.13.2 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City. 3.2.13.3 Bond Provisions. Should, in City’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause. 3.2.13.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best’s rating no less than A:VIII and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City. 3.2.14 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, [INSERT NAME OF COMPANY] Page 37 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45635.01000\8520199.1 37 audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed [INSERT WRITTEN DOLLAR AMOUNT] ($[INSERT NUMERICAL DOLLAR AMOUNT]) without written approval of the [INSERT CITY MANAGER OR CITY COUNCIL AS APPLICABLE]. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative. 3.3.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. [INSERT “IF” OR “SINCE” AS APPROPRIATE] the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and [INSERT “IF” OR “SINCE” AS APPROPRIATE] the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Termination of Agreement. 3.4.1 Grounds for Termination. City may, by written notice to Contractor, terminate [INSERT NAME OF COMPANY] Page 38 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45635.01000\8520199.1 38 the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5 General Provisions 3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONTRACTOR: [Insert Name] [Insert Address] [Insert City, State zip] Attn: [Contact Person] CITY: City of Azusa P.O. Box 880 Azusa, CA 91711 Attn: [Insert Name & Department] Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.2 Indemnification 3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with [INSERT NAME OF COMPANY] Page 39 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45635.01000\8520199.1 39 the performance of the Contractor’s Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with legal counsel chosen by the City and at Contractor’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.2.1 that may be brought or instituted against City or its directors, officials, officers, employees, volunteers or agents. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City. 3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.5 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project. 3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. [INSERT NAME OF COMPANY] Page 40 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45635.01000\8520199.1 40 3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.9 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.15 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action. [INSERT NAME OF COMPANY] Page 41 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45635.01000\8520199.1 41 3.5.16 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.17 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.18 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. [SIGNATURES ON NEXT PAGE] [INSERT NAME OF COMPANY] Page 42 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45635.01000\8520199.1 42 CITY OF AZUSA [INSERT NAME OF CONTRACTOR] By: By: City Manager [UNDER $10,000] OR Mayor [OVER $10,000] Name: Attest: Title: City Clerk [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: Best Best & Krieger LLP By: Name: City Attorney Title: [INSERT NAME OF COMPANY] Page 44 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 44 EXHIBIT “A” SCOPE OF MAINTENANCE SERVICES Tree Maintenance Requirements The City Park Divisions current tree population is 11,799 trees with an additional 2,503 vacant planting sites. In addition the scope includes all public and private trees living within the City’s Electric Division Right of Ways (ROW). The tree total is spread evenly throughout the city, and the city encompasses a total of (10) square miles. The Contractor will be required to perform and maintain the proposed tree maintenance work in a thorough and complete manner. The contractor shall base their proposal on all services listed on the Contract Pricing Bid Sheet. Exhibit F. - Grid Trimming - Service Request Trimming - Crown Reduction - Utility Line Clearance - Young Tree Care - Palm Tree Trimming - Tree Removal - Stump Removal - Tree Planting - Watering - Crew Rental - Emergency Crew Rental - Arborist Services - Tree Maintenance and Inventory Software (Park Division)) - Tree Maintenance and Inventory Software (Electric Division) All City street, park, parkway, median and City parking lot trees will be trimmed at a minimum of once every four (4) years. All palm trees will be trimmed annually with an aerial boom, no spike climbing will be permitted. Deviations from this schedule are listed below. All tree maintenance will be performed by the Contractor in a thorough and professional manner to the City’s satisfaction. The Contractor shall furnish and provide all necessary labor, tools, implements, equipment, materials, and supplies to fulfill work duties. Quality of Work All Work shall be performed to the satisfaction of the Park Supervisor/Electric Operations Supervisor or his/her representative. The Park Supervisor/Electric Operations Supervisor or representative will inspect all operations on a daily basis, and approve or reject the work performed and/or methods used. [INSERT NAME OF COMPANY] Page 45 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 45 Contractor shall endeavor to maintain good public relations at all times. The work shall be conducted in a manner which will cause least amount of interference or annoyance to the public. Work shall be performed by competent employees and supervised by an experienced supervisor who speaks fluent English and is experienced in tree maintenance operations. Contractor will be responsible to see that all operations are completed in a safe, responsible manner, and any damage to property will be resolved in a timely manner. Contractor shall exercise all necessary precautions when adjacent to aerial and subterranean utilities. In the event that aerial utility wires present a hazard to the Contractor’s personnel or others near the work site, work is to immediately cease and the appropriate utility company notified. Work shall then commence in accordance with instructions from the utility company. In the event that work causes excavation, the Contractor is responsible for contacting Underground Service Alert (USA). Pruning Standards and Specifications All work shall conform to the pruning standards of the International Society of Arboriculture and the ANSI A300-1995 standards for tree maintenance. In all cases, the City’s representative shall inspect and determine conformance and acceptability of trees maintained be the Contractor. Contractor shall comply with Standards set forth by CAL OSHA and the ANSI Z133 safety requirement at all times. Contractor shall post “Temporary No Parking” signs 48 hours in advance of any tree work. Small staples or tape is acceptable for notice, no nails. All posting material will be removed when work is completed. The four year trim cycle will be adhered to, through the mapping of pre-determined areas or “districts”. Each “district” contains approximately 2,400 trees in various DBH sizes and heights. You will find an example of size frequency, and height frequency under Exhibit H. Palm tree trimming shall not remove any more green fronds whereby the crown has an upward 30 degree angle to 45 degree angle in relation to a horizontal plane. All dead and loose material shall be removed from palm but not to include skinning of the palm unless specified. Spike climbing will not be permitted unless tree is being removed. Clearance trimming shall consist of crown raising to fifteen (14) feet over the roadway and nine (9) feet over walkways and property. Maintenance trimming will remove all dead, broken, damaged, diseased or insect infested limbs back to a safe area of the tree, not creating a stub. All cuts shall be clean, void of tearing, or cracking, or splitting. Cutting whole limbs to the Branch Bark Ridge (BBR) is most acceptable or pruning back to a lateral no less than one third (1/3) of the original branch. No Gaffs, Spurs, Hooks or Tree Climbers shall be used in the pruning of trees, but are allowed in the removal of trees. Any vine plant growing on trees will be cut to ground level, without causing injury to said tree. Contractor shall maintain one (1) bilingual (English and Spanish) speaking foreman on site at all times. When trimming fungus, diseased, blighted, or infected limbs or fronds, all pruning tools shall be sterilized between cuts. Contractor may use a torch, Lysol, Bordeaux, or bleach. Topping, pollarding, heading back, or stubbing shall not be allowed without approval from the City. Removal of all trimmings shall be part of the work. Furthermore, cleanup of branches, logs, and all [INSERT NAME OF COMPANY] Page 46 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 46 debris resulting from tree removal or pruning shall be completed to the satisfaction of the City. At no time is it permissible to have an area of accumulated brush, logs, branches or other material so as to be considered a public hazard or unsafe to the general public on the pedestrian right of way or blocking the roadway so as to be impassable. Contractor shall abide by all proper traffic regulations pertaining to impeding the flow of traffic be it vehicular or pedestrian unless an emergency. Utility Line Clearance All primary Lines will have a minimum of 4’ radial clearance. All secondary bus (pole to pole) minimum 2’ clearance. All service drops to structures will be cleared if branches are altering the direction of the wires. Climbing spaces on poles will be cleared. Ivy removal on poles will be cleared at crew rental rate. Street light heads will be cleared. Any tree removals will be authorized by Electric Operations Supervisor. Contractor to provide map and list of trees in inventory per circuit. Contractor will trim by circuit. Specifications for Specialized Trimming Branches blocking street lights, traffic signs, and street signs shall be pruned back to allow visibility. Where limbs are carrying too much mass and have the potential for breakage, branch shall be thinned out to reduce such weight. Wherever possible, trees located below telephone lines shall be trimmed so that the crowns remain at least one foot under telephone wires. Low hanging branches shall be pruned to a height above the street at street clearance height of fourteen (14) feet. Tree Removal Specifications Tree removal is as much a part of the maintenance of the Urban Forest as is pruning and planting. Therefore, tree maintenance, including tree removal, should fall under similar guidelines. All removals shall be conducted in good workmanlike manner in accordance with the standards of the arboriculture profession. The Contractor shall be responsible for contacting Underground Service Alert (USA) for the location of underground utilities prior to commencing any tree removal and stump grind thereof. Loading and Transporting All tree parts are to be loaded into transport vehicles. The vehicles must have the front and sides solid and the tip and rear will be tarped or otherwise tightly enclosed. The transportation of tree material must be made so that no debris escapes during the transport. All branches, sucker growth, bark and wood that are chipped or ground are to be covered and hauled away to the disposal site during the workday. Removal of Stumps and Surface Roots All tree stumps must be removed to a depth of at least eighteen (18) inches below the lowest soil adjacent to the stump, or until deeper root material is no longer encountered. The Contractor shall grind the stump to a minimum distance of One and a half (1 ½) feet on either side of the outer circumference of the stump, or until surface roots are no longer encountered. [INSERT NAME OF COMPANY] Page 47 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 47 Stumps should be ground well enough below the ground level whereby re-planting can be accomplished within the same area. All stumps shall be ground within forty eight (48) hours of tree removal. Young Tree Care This is to include corrective pruning, restaking of trees as needed, removal of stakes if needed. Ground Stump Material Stumps ground out can leave depressions. It is the responsibility of the Contractor to leave enough material from the stump grinding to maintain a safe ground level. The resultant chip material may be in excess of no more than two (2”) above ground level to accommodate the decomposition of said material to level ground. Any damages incurred to pavement, hardscape, and other property shall be repaired by the Contractor to the satisfaction of the City. Disposal of Tree Material All wood material is the property of the Contractor and shall be disposed of away from the site area. No wood shall be left along the street right-of-way. Tree Planting Tree planting by the Contractor will include the tree, two tree stakes, four tree ties and complete installation of tree. Contractor will guarantee the life of the tree for a period of ninety (90) days, excluding vandalism and extreme weather conditions. Planting pit shall be dug twice the width and the same depth of the root ball. Tree shall be in good health and vigor, and free of injury. Tree shall be placed in the planting pit with its original growing level (trunk flare) at the same height or slightly higher than the surrounding ground level. Backfill material should be at least 90% native soil and compacted well enough to hold tree firmly in place without the aid of stakes. Planted trees shall have a basin formed around the outside edge of root zone in order to hold a satisfactory amount of water (5+ gallons). All trees shall be staked with two (2) wooden lodge pole stakes. Depending on size of tree, these can be eight (8’) or (10’) feet long. Stakes shall be placed outside the root ball, and four (4) tree ties shall hold tree in place in two (2) locations of tree. All trees will be planted with root barriers unless otherwise specified. Tree Maintenance and Inventory Software The City of Azusa currently utilizes Arbor Access On-Line (proprietary) as an urban forestry management tool and will require an approved equivalent system. The City will require a detailed demonstration prior to award of the contract. The City must be shown features, capabilities, and limitations of such a proposed system and presentation of how information will be compatible based on City needs. Contractor shall be required to provide online access to their urban forestry management maintenance program that includes but is not limited to work order tracking, ability to send online work requests for service such as trimming, planting, and removal, municipal tree inventory, value of the urban forest, job balance, species height, DBH, and regularity. The program must have Global Positioning System (GPS) accessibility. The Contractor will have three months from July 1, 2016 to complete their own tree inventory with necessary information and GPS coordination. [INSERT NAME OF COMPANY] Page 48 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 48 Scheduling of Work The Contractor shall accomplish all tree work required under this contract between the hours of 7:00 AM and 5:00 PM, Monday through Friday. No maintenance functions that generate excessive noise which would cause annoyance to residents of the area shall be commenced before 7:00 AM. The Contractor shall assign a competent supervisor, who shall be a current ISA Certified Arborist, to be on the job site at all times work is being performed, and who must be capable of discussing matters pertaining to this contract with the Park Supervisor or representative. ISA Certified Tree Workers shall be employed as crew members of each crew designated to work in the City. Safety Requirements All work performed under this contract shall be performed in such a manner as to provide safety to the public and to follow the safety standards set forth by CAL OSHA. The Park Supervisor reserves the right to issue restraint or cease and desist orders to the contractor when unsafe or harmful acts are observed or reported relative to the performance of the work under this contract. Contact The Contractor shall maintain a company representative who can be reached during normal working hours, authorized to discuss matters pertaining to this contract with the Park Supervisor or representative. The contractor will also provide an after-hours number for those emergencies that run beyond the scope of what the City can maintain. Licenses and Permits The Contractor shall, without additional expense to the City, obtain all licenses and permits required for the performance of the work required by this contract. Responsibility of Work The Contractor shall be responsible for all damages to people and/or property that occur as a result of the fault or negligence of said contractor or his employees in connection with the performance of this work. Hazardous Conditions The Contractor shall maintain all work sites free of hazards to persons and/or property resulting from his operations. Any hazardous condition noted by the contractor, which is not a result of his operations shall immediately report this to the Parks Division at 626-812-5260 or 626-812-5259. Failure to Perform Satisfactorily It is agreed and understood that if the contractor fails to perform the work as specified herein, the Park Supervisor/Utility Operations Supervisor may (1) consent to accept such unsatisfactory service with an appropriate adjustment in the contract price, based on established factor, or (2) may have such corrections made by City forces or otherwise, and charge the cost thereof to the contractor. Those discrepancies and deficiencies in the work that remain uncorrected after the date set for correction may be the necessary justification for a billing adjustment. Unless otherwise negotiated, adjustment for this uncorrected work shall be retention of the cost for the tree work involved. [INSERT NAME OF COMPANY] Page 49 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 49 If the Contractor, after having officially started said contract, should discontinue work for any cause, shall notify the Park Supervisor/Utility Operations Supervisor or representative of his intent to do so, and shall further notify the Park Supervisor/Utility Operations Supervisor or representative of the date of restarting operations. Report stoppage of work to: PARK DIVISION Ross Montes, Park Supervisor 320 N. Orange Pl. Azusa, Ca. 91702 (626) 812-5260 rmontes@ci.azusa.ca.us ELECTRIC DIVISION Dan Kjar, Electric Operations Supervisor 1020 W. Tenth St. Azusa, Ca. 91702 (626) 812-5216 dkjar@ci.azusa.ca.us End of Scope of Work/Tree Maintenance Standards [INSERT NAME OF COMPANY] Page 50 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 50 BID BOND EXHIBIT B KNOW ALL MEN BY THESE PRESENTS: WHEREAS, (hereinafter “Contractor”) intends to submit a bid to the City of Azusa, California, a municipal corporation, (hereinafter “City”) for the work identified as follows: NOW, THEREFORE, we, the Contractor, as Principal, and a corporation organized and existing under the laws of the State of California and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bond unto the City, as Obligee, In the sum of dollars ($_ ) lawful money of the United States of America, said sum being not less than ten (10) percent of the bid amount for the payment of which sum well and truly to be made, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the said Obligee shall accept the bid of the said Principal and said Principal shall enter into an Agreement with said Obligee in accordance with the terms of the bid and shall give therewith such bonds, certificates and other documents as may be required in the Request For Proposal or the other Contract Documents or in the event of the failure of said Principal to enter such Agreement and give any such bond, certificate or other document, if said Principal shall pay is said Obligee the difference not to exceed the penalty thereof between the amount specified in said bid and such larger amount for which said Obligee may in good faith contract with another party to perform the work covered by said bid, then this obligation shall be null and void, otherwise to remain in full force and effect. In case suit is brought upon this bond, the court shall fix and award and the surety shall pay, in addition to the face amount hereof, costs and reasonable attorney’s fees incurred by the City in successfully enforcing said obligation. IN WITNESS THEREOF, we have hereunto set our hands and seal this day of , 2016. (Corporate Seal) By (Principal) Title (Corporate Seal) By [P.C.C. Sections 20170, 20171] (Surety) Title [INSERT NAME OF COMPANY] Page 51 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 51 NON-COLLUSION AFFIDAVIT TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID EXHIBIT C State of California County of Los Angeles }SS: , being first duly sworn, deposes and says that he or she is of the party making the foregoing aid that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived. Or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto. Or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Signature and Title Date [P.C.C. Section 7106] [INSERT NAME OF COMPANY] Page 52 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 52 FAITHFUL PERFORMANCE BOND EXHIBIT D KNOW ALL MEN BY THESE PRESENTS: WHEREAS, the City of Azusa, California, a municipal corporation, (hereinafter “City”) and (hereinafter “Contractor”) have entered into an Agreement dated , 2016, for work identified as CITYWIDE TREE MAINTENANCE PROGRAM which Agreement is hereby incorporated into and made a part hereof; and WHEREAS, pursuant to said Agreement, said Contractor is required to furnish a bond providing for the faithful performance thereof; NOW, THEREFORE, we, the Contractor, as Principal, and , a corporation organized and existing under the laws of the State of , and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bond unto the City, as Obligee, in the sum of dollars ($ _ ), lawful money of the United States of America, said sum being not less than one hundred (100) percent of the estimated amount payable by the said Obligee under the terms of the Agreement for which payment well and truly to be made, the said Principal and the said Surety, bind ourselves and our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the Principal, his or its heirs, executors, administrators, successors or assigns, his or its subcontractors, shall perform and fulfill all the undertakings, covenants, terms and conditions of said Agreement during the original term of the Agreement, any and all duly authorized extensions thereof, with or without notice thereof to the Surety, and during the life of any guaranty required under the agreement, and shall also perform and fulfill all the undertaking, covenants, terms, conditions and agreements of any and all duly authorized amendments of said Agreement that may hereafter be made, with or without notice thereof to the Surety, then this obligation shall be void and of no effect. In case suit is brought upon this bond, the court shall fix and award and the surety shall pay, in addition to the face amount hereof, costs and reasonable attorney’s fees incurred by the City in successfully enforcing said obligation. The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreement or to the work to be performed there under or the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications. IN WITNESS THEREOF, we have hereunto set our hands and seal this day of 2016. (Corporate Seal) (Principal) By Title [INSERT NAME OF COMPANY] Page 53 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 53 (Corporate Seal) (Surety) By Title [Appropriate modifications shall be made in this form if the bond is being furnished for the performance of an act not provided for by agreement] California All-Purpose Acknowledgment: State of California ) County of Los Angeles ) On , 2016 , before me, , Name and Title of Officer personally appeared , Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Notary) (Seal) 1/08 See Secretary of State Site at www.sos.ca.gov/business/notary/notary.html [INSERT NAME OF COMPANY] Page 54 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 54 LABOR AND MATERIALS BOND EXHIBIT E KNOW ALL MEN BY THESE PRESENTS: WHEREAS, the City of Azusa, California, a municipal corporation, (hereinafter “City”) and (hereinafter “Contractor”): have entered into an Agreement dated , 2016, for work identified as CITYWIDE TREE MAINTENANCE PROGRAM which Agreement is hereby incorporated into and made a part hereof; and WHEREAS, pursuant to California Civil Code Section 3247, et seq., said Contractor is required to furnish a payment bond; NOW, THEREFORE, we, the Contractor, as Principal, and a corporation organized and existing under the laws of the State of , and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bond unto the City, as Obligee, in the sum of dollars ($_ ), lawful money of the United States of America, said sum being not less than one hundred (100) percent of the estimated amount payable by the said Obligee under the terms of the Agreement for which payment well and truly to be made, the said Principal and the said Surety, bind ourselves and our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the said Principal, his or its heirs, executors, administrators, successors or assign, or any of his nr its sub- contractors, shall fail to pay for any materials, provisions, provender or other supplies or teal s, implements or machinery used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, fails to pay to any of the persons named in Section 3181 of the Civil Code or fails to pay for amounts due under the Unemployment Insurance Act with respect to such work performed in said Agreement and any and all duly authorized extensions and amendments thereto, with or without notice thereof to the Surety, or for any amount required to be deducted, withheld and paid over to the Employment Development Department for the wages of employees of the Contractor and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor the surety hereon shall pay for the same in an amount not exceeding the sum specified in this bond. In case suit is brought upon this bond, the Surety shall pay a reasonable attorney’s fee to be fixed by the court. This bond will inure to the benefit of any and all persons, companies and corporations entitled to file claim under Section 3181 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreement or to the work to be performed there under or the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications. IN WITNESS THEREOF, we have hereunto set our hands and seal this day of , 2016 [INSERT NAME OF COMPANY] Page 55 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 55 (Corporate Seal) (Principal) By Title (Corporate Seal) (Surety) By Title [Appropriate modifications shall be made in this form if the bond is being furnished for the performance of an act not provided for by agreement] [C.C. Sections 3181, 3248, 3225] California Ail-Purpose Acknowledgment: State of California ) County of Los Angeles ) On , 2016 , before me, , Name and Title of Officer Personally appeared , Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Notary) (Seal) 1/08 See Secretary of State Site at: www.sos.ca.cov/business/notary/notary.htm [INSERT NAME OF COMPANY] Page 56 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 56 Exhibit F City of Azusa Contract Bid Pricing Sheet Tree Maintenance Services Description Unit Price ELECTRIC DIVISION Utility Line Clearance Trimming (annually) 4,000 trees $ Tree Only Removal (annually) 275 inches per dbh $ Complete Tree Maintenance & Inventory software accessible via the internet with automatic updating of work histories and program updates. W/GPS accessibility within 3 months of contract $ TOTAL: XXXXXXX $ PARK DIVISION Grid Trimming (annually) 2,615 trees $ Palm Trimming (annually) 1,463 trees $ Service Request Trimming (maintenance & clearance annually) 500 trees $ Tree & Stump Removal (annually) 870 inches per dbh $ Tree Only Removal (annually) 155 inches per dbh $ Stump Grinding Only (annually) 240 per inch dgl $ Complete Tree Maintenance & Inventory software, accessible via the internet with automatic updating of work history and program updates. W/GPS accessibility Within 3 months of contract $ TOTAL: XXXXXXX $ MISCELLANEOUS (ADDITIONAL WORK) Tree Planting 15 gal. w/rb each $ Tree Planting 15 gal. wo/rb each $ Tree Planting 24” box w/rb each $ Tree Planting 24” box wo/rb each $ Tree Planting 36” box w/rb each $ Tree Planting 36” box wo/rb each $ Tree Planting 48” box w/rb each $ Tree Planting 48” box wo/rb each $ Young Tree Care each $ Palm Skinning per LF $ Root Pruning per LF Tree Watering per hr. $ Root Barrier Installation Per LF (12” or 18” barrier) $ Crew Rental (2 man w/equip. business hours) per hr. $ Crew Rental (3 man w/equip. business hours) per hr. $ Emergency Crew Rental (2 man w/equip. after business hours) per hr. $ Emergency Crew Rental (3 man w/equip. after business hours) per hr. $ Arborist Services per hr. $ dbh = diameter at breast height, dgl = diameter at ground level TOTAL BID (all items on sheet) $ unit numbers above are based on a 3 year average DIR registration # [INSERT NAME OF COMPANY] Page 57 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 57 EXHIBIT G (Park Division Inventory) [INSERT NAME OF COMPANY] Page 58 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 58 [INSERT NAME OF COMPANY] Page 59 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 59 [INSERT NAME OF COMPANY] Page 60 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 60 [INSERT NAME OF COMPANY] Page 61 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 61 [INSERT NAME OF COMPANY] Page 62 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 62 [INSERT NAME OF COMPANY] Page 63 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 63 EXHIBIT H SPECIES FREQUENCY DBH/HEIGHT [INSERT NAME OF COMPANY] Page 64 of [INSERT LAST PAGE NUMBER OF AGREEMENT] 64 EXHIBIT I CURRENT GRID CYCLE MAP