AGR-6294.2 - WEST COAST ARBORISTS INC - SECOND AMENDMENT TREE MAINTENANCE SERVICES AGREEMENTaa.
SECOND AMENDMENT
TO
TREE MAINTENANCE SERVICES AGREEMENT
RFP No. 156-OS]
THIS SECOND AMENDMENT TO TREE MAINTENANCE SE VICES
AGREEMENT (the "Second Amendment") is made and entered into as of px 8,
2020, by and between the CITY OF ORANGE, a municipal corporation ("City"), and WEST
COAST ARBORISTS, INC., a California corporation ("Contractor"), with reference to the
following.
A. City and Contractor entered into a Tree Maintenance Services Agreement
Agreement No. 6294) dated January 1, 2016, which is incorporated herein by this reference(the
Original Agreement"); and
B. City and Contractor amended the Original Agreement to increase the compensation
by a First Amendment to Tree Maintenance Services Agreement (Agreement No. 6294.1) dated
April 10,2018, which is incorporated herein by this reference (the"First Amendment"); and
C. City and Contractor desire to further amend the Original Agreement to extend the
term,revise the Scope of Work,revise the insurance requirements and increase the compensation.
NOW,THEREFORE,the parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms
used herein shall have the meanings set forth for such terms in the Original Agreement.
Section 2. Cross-References. City and Contractor agree that all references in this
Second Amendment are deemed and construed to refer to the Original Agreement,as implemented .
by this Second Amendment.
Section 3. Authorized Citv Reuresentative. Article 1 of the Original Agreement is
hereby amended in pertinent part to reflect the following change: The Authorized City
Representative is Leslie Hardy,Assistant Community Services Director.
Section 4. Revised Extension Terms. Article 2 of the Original Agreement is hereby
amended in pertinent part to reflect the following revised Extension Terms:
The "First Extension Term" commencing on January 1, 2021 and terminating on June 30,
2022
Tlie Second Extension Term commencing on July 1, 2022 and terminating on June 30,
2023
Section 5. Extension of Term. Pursuant to Article 2 of the Original Agreement, the
City hereby extends the Term of this Agreement to reflect the First Extension Term,commencing
on January 1, 2021 and terminating on June 30, 2022.
Section 6. Amended Comnensation - First Extension. Article 2 of the Original
Agreement is hereby amended to increase the compensation for the First Extension Term to
include an increase based upon the revised Extension Term, a 2%increase based on the Consumer
Price Index,a 2.5%increase based on the additional required insurance,and a contingency to cover
additional services. The total not-to-exceed compensation for the First Extension Term(exclusive
of reimbursables) set forth in Article 3 is hereby amended to provide for a total not-to-exceed
compensation due to Contractor of FIVE HiJNDRED SEVENTY-TWO THOUSAND ONE
HUNDRED THIRTY-SEVEN DOLLARS and 50/100 ($572,137:50), which compensation may
not be increased without the prior written authorization of the City.
Section 7. Amended Comuensation - Second Extension. Article 2 of the Original
Agreement is hereby amended in pertinent part to reflect an allowable increase in the compensation
for the Second Extension Term, if exercised, as follows: "In no event shall the increase for the
Second Extension Term be greater than four-and-one-half percent (4.5%) of the compensation
payable to the Contractor for the First Extension Term,which represents a maximum two percent
2%) increase based on the Corisumer Price Index plus two-and-one-half percent(2.5%) increase
based on the additional required insurance."
Section 8. Insurance. Article 6 of the Original Agreement is hereby amended to
revise the General Liability and Automobile Liability insurance limits and add Professional
Liability insurance as follows:
Contractor shall maintain limits no less than:
1. General Liability 2,000,000 per occurrence for bodily injury,
personal injury and property damage;
and
4,000,000 aggregate
2. Automobile Liability: $2,000,000 , combined single limit for bodily
injury and property damage.
3. Excess Liability: 25,000,000 aggregate/occurrence
4. Workers' Compensation:as required by the State of California.
5. Employer's Liability: $1,000,000 per accident for bodily injury or
disease.
6. Professional Liability: $5,000,000 per claim.
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Contractor shall notify the City Attorney within five (5) days of any changes in the
insurance provided by Contractor meeting the required liability insurance limits listed above.
Section 9. Inte ration. This Second Amendment, the agreements specifically
referred to herein, and all attachmentis hereto (if any) integrate all of the terms and conditions
mentioned herein, and supersede all negotiations with respect to the subject matter hereof. This
Second Amendment amends,as set forth herein,the Original Agreement and the First Amendment
and, except as specifically amended hereby,the Original Agreement, as amended, shall remain in
full force and effect. To the extent that there is any conflict or inconsistency between the terms
and provisions of this Second Amendment and the terms and provisions of the Original Agreement,
as amended, the terms and provisions of this Second Amendment shall control and govern the
rights and obligations of the parties.
IN WITNESS of this Second Amendment, the parties enter into this Second Amendment
on the year and day first above written.
CONTRACTOR" CITY"
WEST COAST STS, CITY OF ORANGE, a municipal corporation
a California co or i
By:
By: Mark A. Murphy, Ma r
Printed e: patrick Mahoney
Title: President
ATTEST:
By.
Printed Nain Ri ahone
Title: S'` ret
Pamela Coleman, City Clerk
APP OVED AS TO FORM:
Gary A. atz, Ci
NOTE:If CONTRACTOR is a corporation, the City requires the followcn ' ature(s):
I)the Chairman of the Board,the President or a Vice President,AND(2)the Secretary,
the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant
Treasurer. If only one corporate officer exists or one corporate officer holds more than
one corporate office,please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter into this
Agreemen A copy of the corporate resolution, certified by the Secretary close in time
to the execution of the Agreement,must be provided to the Ciry.
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