AGR-7521.1 - WEST COAST ABORISTS INC FIRST AMENDMENT TO TREE MAINTENANCE SERVICES AGREEMENT - RFP NO. 22-23.38DocuSign Envelope ID:779A490E-A27C-4958-8E1A-E84B295D6346
DS
AGR-7521.1
FIRST AMENDMENT
TO
TREE MAINTENANCE SERVICES AGREEMENT
Maintenance Services for Tree Maintenance Services (RFP No.22-23.38)1
THIS FIRST AMENDMENT TO TREE MAINTENANCE SERVICES
AGREEMENT(the"First Amendment")is made and entered into as of April 9 2024
Effective Date")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 7521) dated as of June 7,2023,which is incorporated herein by this reference(the
Original Agreement"); and
B. City and Contractor desire to amend the Original Agreement to modify,amend and
supplement certain portions of the Original Agreement by revising the Scope of Services and
increasing 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 Contract.
Section 2. Cross-References. City and Contractor agree that all references in this
First Amendment are deemed and construed to refer to the Original Contract, as implemented by
this First Amendment.
Section 3. Revised Scope of Services. The Scope of Services, Section 1, Exhibit A
of the Original Agreement, is hereby amended,modified and supplemented to include the services
described on Exhibit A attached hereto and incorporated herein by this reference.
Section 4. Compensation. Section 2 of the Original Agreement is hereby amended to
increase an annual total not-to-exceed compensation for the services to be rendered by the
following:
Year Amendment Total not to exceed
Year 2: 7/2024 through 6/2025 82,500 8,763,200
Year 3: 7/2025 through 6/2026 82,500 8,763,200
Year 4: 7/2026 through 6/2027 82,500 8,763,200
Year 5: 7/2027 through 6/2028 82,500 8,763,200
and Section 2 are hereby amended in their entirety to read as follows:
c. The total amount of compensation under this Contract, including
contingencies, shall not exceed EIGHT MILLION SEVEN HUNDRED
DocuSign Envelope ID:779A490E-A27C-4958-8E1A-E84B295D6346
SIXTY-THREE THOUSAND TWO HUNDRED DOLLARS ($8,763,200.00).
The compensation for services performed under this First Amendment shall be
paid as specified in Exhibit B"
Section 5. Indemnity. Section 17 of the Original Agreement is hereby
amended in its entirety to read as follows:
a. To the fullest extent permitted by law, Contractor agrees to indemnify, defend
and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City (collectively the"Indemnitees") entirely harmless from all liability
arising out of:
1) Any and all claims under workers' compensation acts and other employee
benefit acts with respect to Contractor's employees or subcontractor's employees arising
out of Contractor's work under this Agreement,including any and all claims under any law
pertaining to Contractor or its employees' status as an independent contractor and any and
all claims under Labor Code section 1720 related to the payment of prevailing wages for
public works projects; and
2) Any claim, loss, injury to or death of persons or damage to property caused
by any act, neglect, default, or omission of Contractor, or person, firm or corporation
employed by Contractor, either directly or by independent contract, including all damages
due to loss or theft sustained by any person,firm or corporation including the Indemnitees,
or any of them,arising out of, or in any way connected with the work or services which are
the subject of this Agreement, including injury or damage either on or off City's property;
but not for any loss, injury, death or damage caused by the active negligence or willful
misconduct of City. Contractor, at its own expense,cost and risk, shall indemnify any and
all claims, actions, suits or other proceedings that may be brought or instituted against the
Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or
satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. Reserved.
c. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any
kind to any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, shall prevail over any inconsistent terms or
provisions, and shall continue to be binding and in full force and effect in perpetuity with
respect to Contractor and its successors.
e. Contractor's obligation to defend the Indemnitees is not contingent upon an
acknowledgment of or determination of the merit of any claim, liability, demands, causes
of action, suits, losses, expenses, errors, omissions and/or costs.
2
DocuSign Envelope ID:779A490E-A27C-4958-8E1A-E84B295D6346
f.The indemnifications provided in this Agreement are independent of and
shall not in any way be limited or superseded by the insurance requirements and insurance-
related provisions of this Agreement.
g. No aspect of this provision shall in any way limit or effect the rights of City
against Contractor under the terms of this Agreement or otherwise. The indemnification
provisions shall apply regardless of whether this Agreement is executed after Contractor
begins the work and shall extend to claims arising after this Agreement is performed or
terminated, including as dispute as to the termination of Contractor. The indemnity
obligations of Contractor shall continue until it is determined by final judgment that a claim
against City is determined by final judgment and after exhaustion of any rights of appeal.
Further, no aspect of this provision shall impact City's rights to contribution from
Contractor or from City to dispute Contractor's refusal to defend and indemnify City."
Section 6. Integration. This First Amendment amends, as set forth herein, the
Original Contract and, except as specifically amended hereby, the Original Contract shall remain
in full force and effect. To the extent that there is any conflict or inconsistency between the terms
and provisions of this First Amendment and the terms and provisions of the Original Contract,the
terms and provisions of this First Amendment shall control and govern the rights and obligations
of the parties.
Remainder of page intentionally left blank; signatures on next page]
3
DocuSign Envelope ID:779A490E-A27C-4958-8E1A-E84B295D6346
IN WITNESS of this Contract,the parties enter into this Contract on the year and day first
above written.
CONTRACTOR" CITY"
WEST COAST ARBORISTS, INC., CITY OF ORANGE, a municipal corporation
a Calibg, poration DocuSigned by:
7/
B : C r' gala,
By' 324C791DE r4rC.. y n7nABR777A7n417
Printed Name: Patrick Mahoney Daniel R. Slater, Mayor
Title: President
By:ATTEST:
Printed Name: DocuSigned by:
Title: C R7RFfCRRRFF43A
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
DocuSigned by:
V t o
06DB01 F3676E496
Mike Vigliotta, City Attorney
NOTE:If CONTRACTOR is a corporation,the City requires the following signature(s):
1) 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 Agreement. A copy of the corporate resolution, certified by the Secretary
close in time to the execution of the Agreement,must be provided to the City.
INA
4
DocuSign Envelope ID:779A490E-A27C-4958-8E1A-E84B295D6346
EXHIBIT "A"
SUPPLEMENTAL SCOPE OF SERVICES
Behind this page.]
DocuSign Envelope ID:779A490E-A27C-4958-8E1A-E84B295D6346
Tree Care Professionals Serving.Communities Who Care About Trees www.WCAINC.com
RFB 190-55 Proposal Date: 3/5/2024
Santiago Creek Tree and Brush Maintenance
West Coast Arborists,Inc.will provide tree and brush clearance per Scope of Work and Specifications for the
amount listed below.
Term: Commencing March 1,2023 and terminating on June 30,2028
One available option:Commencing July 1,2028 and terminating on June 30,2031
Lump sum bid amount if proect area is competed in its entirety(Zones 1-6)
Zones 1-6. BID AMOUNT Eighty Two Thousand,Five Hundred 82,500.00
WRITTEN FORM
Bid amounts below should reflect the cost of performing work in any one zone or comination of zones,
assuming award is based on City funding and not inclusive of all zones.
Zone 1. BID AMOUNT Twenty Thousand,Six Hundred Twenty Five 20,625.00
WRITTEN FORM
Zone 2. BID AMOUNT Twelve Thousand,Three Hundred Seventy Five 12,375.00
WRITTEN FORM
Zone 3. BID AMOUNT Twelve Thousand,Three Hundred Seventy Five 12,375.00
WRITTEN FORM
Zone 4. BID AMOUNT Sixteen Thousand,Five Hundred 16,500.00
WRITTEN FORM
Zone 5. BID AMOUNT Eight Thousand,Two Hundred Fifty 8,250.00
WRITTEN FORM
Zone 6. BID AMOUNT Twelve Thousand,Three Hundred Seventy Five 12,375.00
WRITTEN FORM
Hourly crew rate(in the event that additional work is needed): 96.00 Per Man Hour
Hourly rate for Biologist or ISA Certified Arborists(if needed): 175.00 Per Man Hour
List crew positions and equipment utilized by crew to complete work: Crew postions(number of
each type of position): 1.)Groundperson(x2) 2.)Tree Trimming(x2)
3.)Senior Tree Trimmer(Foreman)(x1) 4.Area Manager(xl) 5.Area Supervisor(x2)
Equipment: Aerial Tower(x2), Dump Truck(x1), Brush Chipper(x1), Pickup Truck(xl), Hand Tools
West Coast Arborists, Inc.
2200 E. Via Burton Street • Anaheim, CA 92806 • 714.991.1900 • 800.521.3714 • Fax 714.956.3745