HomeMy WebLinkAboutAsplundh Tree Expert Co 2013-08-22 .. . c� �c # i3r� - yl
ASSICNMENT AND ASSUMPTION AGREEMENT
'1'HIS ASSIGNMF,NT AND ASSUMPTION AGREEMENT, made this 22 day of
August, 2013 between Asplundh Tree Expert Co., a Pcnnsylvania corporation ("Assignor"),
and Utility Tree Service, Inc. a Pennsylvania Corporation rcgistered to do Business in
California ("Assignee") is to evidence the following agreements and understandin�s:
' WITNESSETH:
In consideration of the mutual promises contained herein and other good and valuable
consideration, the receipt, adequacy and sut7iciency of which arc hereby acknowledged, thc
parties agree as follows:
WHP;RAS the Assignor is a party to certain customer contract or contracts between
Assignor and its customer (the "Customer") identified on Exhibit A annexed hereto, together
with all amendments thereto(the Customer ContracY')
AssiEnment. Fffcctive October 16, 2013 (the "Effective Date"), Assignor hereby
assigns, transfers and conveys unto Assignee all of its rights and benefits arisin}; under those
certain Contracts or Contract as more speciYically described on Lxhibit A annexed hereto.
Assumntion and Aceentance. Assignee hereby accepts such assignment and hereby
� assumes and agrees to perform, fulfil] and discharge Assignor's obligations to perform services
and provide and all applicable indemnification for such services that arise from and after the
Effectivc Date; providcd, however, that the foregoing shall not be construed to relieve Assignor
of any of its obligations to perform services and provide any applicable indemnification for such
services that were performed under the Contracts prior to the Effective Date.
Assi�nor shall indemvify, defend and l�old Assignee and Customer harmless from any
and all liability for any of the Assignor's obligations or liabilities, existing, accrucd or contingent
and any and all expenses including reasonable attorney's fees thercwith arising from the conduct
of business prior to the I?ffective Date, which indemnity shall survive the execution of this
Agrecment.
nssignee shall indemnily, shall provide insurance for, defend and hold nssignor and
Customer l�armless from any and all liability for any of the Assignee's obligations or liabilities,
cxisting, accrucd or contingent and any and all cxpenses including reasonable attorney's fecs
therewith arising from the conduct of business after the E',f'Fective Date, which indemnity shall
survivc the execution of this Agreement.
130.35 �
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Assignee agrees to perform all undertakings of Assignor in accordance with the terms and I�
conditions of the Contracts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
ASPLUNDH TREE EXPERT CO. UTILITY T E SERVICE, INC
BY: �� BY: �
NAME: George E. Gra iam, Jr. NA E: L Moore
TITLE: President TIT E: Pre ident
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130.35 2
CONSCNT TO ASSIGNMGNT �
Reference is hereby made to those certain Contract or Contracts identified on
Gxhibit A attached hereto (togeiher with any and all amendments or attachments thereto.
We understand that ASPLUNDH TRGE EXPERT CO. (A1'E ) plans to assign its
rights and obligations undcr the Contract or Contracis to UTILITY TR�E SLRVICE,
INC. (UTS) and that UTS plaus to assume ATL's rights and obligations under the
Contract or Contracts as provided in the Poregoing Assignment and Assumplion of
Agreement. As the custoiner under the contract or Contracts, we consent to such
assignment and assumption effective as of the Effective Date of the Assignment and I
Assumption Agreement.
Dated: October i l� , 2013 I
City of Ukiali, CA I�
BY: � ' �.�(�.�»v_����� �
N�n�:
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�r�u�, �� y �''�f( � `
L� ��n f/
130.35 �
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CITY OF UKIAH , �� �
Mendocino County,California �
AGREEMEN7
FOR
TREE TRIMMING AT VARIOUS IOCATIONS �
THIS AGREEMENT, made this "1 � day of Q(,'TO�Q� , 20 ��, by and between the City of
Ukiah, Mendocino County, California, hereinafter called the City and ��
f'f$p IJ�O�� I/'PQ �XO Pr� �CJ, hereinafter called the Contractor,
1. The Contractor hereby agrees with aN the terms and conditions contained in the Agreement, to pay all
necessary taxes, insurance and bonds, and to fumish all of the labor, materials, trensportation,
equipment, services, and incidenlals necessary to complete, in a workmanlike manner, the tree
trimming at various locations for the City of Ukiah, as per the bid submitted by the Contractor which is ��
herein incorporated by reference. ma�
2. The City hereby agrees to pay and the Contrector agrees to accept $ �•�� per�hour based on a ,
minimum three person crew in consideration of the fuli and complete performance of the work in
accordance with the bid of the Contractor.
2.1 Rate shall be firm for the entire term of contract. I
2.2 Based on notice from City of the annual budget for tree trimming services under this Contract,
Contractor shall monitor the hours of work performed during the course of each fiscal year and I
notify the City, when the amount billed or billable under the contract in that fiscal year equals 85°/a i
of the amount budgeted for that yeac Contractor shall not inwr additional costs or perform �
additional billable hours prior to receiving instructions from the City and shall not be entitled to '
payment for services in ezcess of the amount budgeted by the City for contract services in that
fiscal year without prior written approval from the City. '�
2.3 Payments may be withheid on accouM of (1) defective work not remedied; (2) claims filed by third �,
parties; (3) failure of the Contractor to make payments properly to Subcontrectors or for labor,
materials, or equipment; (4) the unpaid balance of the contract sum; (5) damage to that City or ��
another contractor, (6) reasonable evidence that the work will not be completed within the contract '�
time and that the unpaid balance would not be adequate to cover actual or liquidated damage for �,
the anticipated delay, or (7) persistent failure to carry out the work in accordance with the
Contractor pocuments.
2.4 Final payment shall not become due until ten (10) working days after the City accepts the work
completed and the Contractor has deiivered to the City a complete release of all liens arising out
of this contract or receipts in full covering all labor, materials and equipment for which a lien could
be fled, or a bond satisfactory to the City to indemnify the City against such lien. If such lien '
remains unsatisfed after payments are made, the Contractor shall refund to the City all money
that the City may be compelled to pay in discharging such lien, including all cost and reasonable
attorneyfees.
2.5 Acceptance of final payment by the Contractor, shall constitute a release and waiver of any claims
for additional compensation by the Contractor, except for claims submitted in writing by the �
Contractor prior to final payment which remain unsettled at the time of final application for
payment.
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3. Term of Agreement. Contrector shall commence performance of services as required upon receipt of a
Notice to Proceed from the City. This agreement shall be in effect for three (3) years from the date it is �
fully executed.
4. Termination This Agreement may only be terminatea by either party: 1) for breach of the Agreement; '
2) because funds are no longer av2ilable to pay Contractor for services provided untler this Agreement;
Or 3) City has abandoned antl does not wish to complete the work for Which Contractor was retained. A
party sha11 notify the other parly of any alieged breach of tha Agreement and of the action required to
cure the breach. If the breaching party fails to cure the breach within the time specified in the notice,
the coMract shall be terminated as of that time. If terminated for lack of funds or abandonment of the
project, the contrect shall terminate on the tlate notice of termination is given to Contractor. Cfty shall
pay the Contractor onty for services performed and expenses incurred as of the effective termination
date. Contractor shall be entitled to receive just and equitable compensation for any work satisfactorily
completed hereunder, subject to off-set for any direct or consequential damages City may Incur as a
result of Contractor's breach of contract. I
5. Any alteration or deviation from the original plans and/or specifications, whethe� involving extra cost of
materials or labor or not, and any extra work necessitated by unusual conditions will be executed only
upon written change order designated by City's agent for same, and will become an extre charge or
credif only when approved in writing by al�parties hereto or their authorized agents.
5.1 If the Contractor is delayed at any time in progress of the work by changes ordered in the work, I
labor disputes, fire, unusual delay in deliveries, abnormal adverse weather conditions not
reasonably anticipated, unavoidable casualties or any causes beyond the Contractor's control,
or by other causes which reasonably justifies delay, then the contract time may be extended by
a change order for a reasonable time. '�..
6. Before Contractor performs any work or delivers any materials to worksite(s), he shall fumish to the City
certificates of insurance covering full liability under Workers Compensation iaws of the State of
California, and Comprehensive General Liability Insurance (Broad form/CSL) and fire insurance of
$2,OD0.000 naming the City as additional insured, and shall be maintained in force until the work is
completed. All work covered by this Agreement done at the worksite(s) or in preparing or delivering
materials to said worksite(s) shall be at the risk of the Contractor alone. Contractor agrees to indemnify I
and hold harmless the City against any claims, actions or demands against them, or any of them,
against any damages, liabilities or expenses, including attorney fees, the personal injury or death or for
loss or damage to property, or any or all of them, arising out of or in any way connected with the '
performance of the agreement by ConVactor. I
7. The Contractor shall not, withou[ written consent of the City, assign, transfer nor sublet any portion or
part of this work, nor assign any payments to others, but will furnish all labor, materials and equipment ��.
necessary for performance of this agreement. I
8. Contractor shall at all times indemnify and save City harmless against all liability for claims and liens for
labor perfortned or materials used or furnished to 6e used on the job in connection with Contractor's
performance hereof, including any costs and expenses for attorney fees and all incidental or
consequential damages resulting to City from such claims. Further, in case suit or such claim is '
brought, Contrector shall defend said suit at his own cost and expense, and will pay and satisfy any
such liens or judgment as may be established by decision of a court in said suit and further hold
harmless the City from any personal liability thereon.
9. Contractor shall�, at his sole cost and expense, and without increase in the compensation to Contractor, �
comply with all laws, rules, ordinances and regulations of all governing bodies having jurisdiction over
the work; obtain all necessary pe�mits and licenses therefore; pay all manufacturers, sales use,
processing, Federal and State taxes; insurance and contributions for social security, unemployment and
employee benefits required by labor agreements which are incurred by the Contrector whether levied ..
under existing or subsequently enacted laws, rules or regulations. Including but not limited to the
following �
9.1 Eight(8) hours per day constitutes a legal day's work for Contractor's or Subcontractor's
employee. Employees of Contractor shall be permitted to work in excess of 8 hours per day
and 40 hours during any one week upon compensation for all hours worked in excess of 8 ��
hours per day at not less than 1-1/2 times the basic rate of pay. The Contrector shall pay a ',.
penalty to the City for violations of these Labor Code provisions according to Labor Code '
Section 1813.
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� 9.2 The Contractor shall pay not less than the general prevailing rate of per diem wages as '
required by Labor Code Sections 1770, 1771, and 1773.2, and shall pay a penalty to the City
in accordance with Section '1775.
9.3 The Contractor shall keep accurete payroll records which are available for inspection in
accordance with Labor Code Section 1776.
10. Contractor shall effectively secure and protect the work to be done hereunder and assume full
responsibility for the condition thereof until final acceptance by City. Contractor shall be liable for any
loss or final acceptance by City. Contrector shall be liable for any loss or damaga to any work in place,
or to any person, materials, or equipment of the worksite(s) caused by him, his agents, employees or
guests
11. In the event action is instituted for the enforcement of any term or condition of this Agreement, the
prevailing party shall be entitled to an award of reasonable attorneys fees in said suit, in addition to
costs and reasonable expenses incurred in the prosecution of said suit.
12. If the Contractor shall neglect to prosecute the work properly, or fail to perform any provisions of this
contract, the Ciry may, after three days written notice to the Contractor and without prejudice to any
other remedy he may have, make good such deficiencies and deduct the cost thereof from the payment i
then or thereafter due to the Contractor.
13. Contractor guarantees all equipment, material, supplies, and work fumished on the job against defective '�.
construction or workmanship for a period of one year following completion of the project, except when a
longer guaranty is provided by the supplier or manufacturer of the equipment. Contractor expressly
agrees to act as co-guarantor of such equipment and materials, and Contractor shall supply City with all
warranty and guaranty documents relative to equipment and materials incorporeted in the job and
guarenteed by their suppliers or manufacturers.
14. Contractor will conform to applicable California Administrative Code Title 8 and regulations, also ANSI,
Z133 for Tree Care Operations.
15. Contractor will conform to all tree management policies for the protection, operetion and maintenance of �
City property set forth in the City of Ukiah's, Tree Management Guidelines, September 2010.
16. Contractor will keep a tree trimming report and time card of each tree trimmed. See Exhibit B. These
repoRs and time cards will be submitted to the City of Ukiah on a weekly basis. Contractor will submit ,
pay applications on a fifteen(15)working day schedule.
17. That the complete contract consists of the following documents, all of which shall be considered a part
of this agreement.
L Notice to Bidders �
2. Specifications
3. Bidding Schedule
A. Worker's Compensation Certificate
5. Exhibit A(Insurance Forms 8 Indemnification)
6. Exhibit B (Time Card for Contract Work)
7. City of Ukiah Tree Management Guidelines, September 201D
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IN �NITNESS b�IHEREOF, ihis conireci being executed in duplicat� and the parti=s having caus�d thz!r r.ames �
,/l� i.
� to be signed by authority of their dufy authorized office thls /�day ofi �'�%`' , '1' , 20�. �
� CITY OF UKIAH, MENDOCiNO COUNTY, CALIFORNIA
� � / �j�
B y: " '..�1/ !�/�.,(�il� �
I, CIT��EF�C1TY OF UKIAH .
AttesY. �.. �-��`�� r� � _:-- ��.
CITY GiERK,CiTY OF UKIAH � '
By: " / � � ��. `-�" �t, \�. � I,
CO CTOR
i n ���
� Attest i�� /'L� /�� � � �'d a- �% �
.. Title: � �,t� i �l..�� �'.
/
The foregoing con ct is a proved as to(d�m and gality this �day of QaTD b� i" , 20 �� '
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CIT T NF,Y, ITY F UKIAH �
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. �� DATE(MM/DD/VY)
. "�R"r CERTIFICATE OF LIABILITY INSURANCE 10/25/2073
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLV AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELV AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORRED I
REPFESENTATIVE OR PRODUCER,AND THE CEFTIFICATE HOLDER.
IMPORTANT: If ihe certificate holder is an ADDITIONAL INSURED,the policy(iesJ must be endorsed. H SUBROGATION IS WAIVED,subject to
the terms and conditions of the policy,certain policies may require an endorsemen[. A statement on[his certiTicate does not confer rights to
the certiticate holder in lieu of such endorsement(s).
PRODUCER CONTACT
Aon fiisk Services CenVal,Inc.(Primary Casualry 6roker) NAME
PhilatlelphiaPAOnice PHONE p�5-255-2000 FAX 215-255-1886 II
One Liberty Place.Suite 1000 aC Na EA: A/C,No:
Philatlelphia.PA 19103 EMAIL
ADDRESS:
Marsh,Inc(Um�rella Excess emker) PRODl10ER �
Two Logan Square,22ntl floor CUSTOMER ID#:
Philatlelphia PA.19103 INSUREH(S)AFFORDING COVERAGE NAIC#
wSURED iNSUaea a: LIBERTV MUTUAL FlRE INSURANCE COMPANY I
UtilityTreeService,inc. iNSURERB: LBERTY IN RANCE RPO ATI N
1884 Keysrone Caurt Suile A wSUaea c
Redding.CA96003 INSURERP. � I
INSUFEF E
Region Code: 0�4 INSURER e I�
COVERAGES CERTIFICATE NUMBER: z�a4e�s�e9 REVISION NUMBER:
THIS IS TO CERTIFV THAT THE POLICIES OF WSURANCE LISTED BELOW HAVE BEEN ISSUEO TO THE INSURE� NAME� ABOVE FOR THE POLICV PERIO�
INDICATED. NOTWITHSTANDING ANV RE�UIFEMENT, TERM OR CONDITION OF ANV CONTRACT OR OTHER DOCUMENT WITH PESPECT TO WHICH THIS'�
CERTIFICATE MAV BE ISSUED OR MAV PERTAIN, THE INSURANCE AFFORDED BV THE POLICIES DESCRIBE� HEREIN IS SUBJECT TO ALL THE TERMS,I
E%CWSIONS AND CON�ITIONS OF SUCH POLIGES LIMITS SHOWN MAV HAVE BEEN FEDUGE�BV PAID CL41MS.
INSP TYVE OF INSUflRNCE ��� w8fl PoLICY XOMBFA PoLICY EfFECTrvE PoLICY ElPIPGTOx LIMITS
LTfl INSF WVO OATE�MM'O6'YYYV) OATE�MM��DiYYYY� �
A GENEFALLIABILITY TB2-631-5�J�47-443 8/1/Z��3 8/�/2014 EACHOGGURRENGE $ 2,000,000
�COMmevG�l GENEfiA�unau irv DAMAGE TO RENTEO $ 1,000,000 II
ClAIVSMnpE �/OCCUR PREMISES�EaoCCWrenceJ �
MEDE%P�nnyoneperwn� $ Ip,00p
�/ BmatlPormCOnvacmai il
PERSONAL&ADVINJURY $ 2.000,000 �
GENEaALnGGFEGnTE $ 2.000.000 '
GFrv�nGGaeaATeuMI�AVVUeSaFic PRO�UCTS-COMP/OPqG4 $ 2.000,000 �
�oucv � aao�ec. �oc: g ',
A AUTOMOBILELIABILITY AS2-631-509747-453 8/V2�1$ 8/1/2�14 COMBMEDSMGLELIMIT $ 2,000,000
�ANV AlITO (Ed dLdtl¢Ill)
N.IOWNE�AUi05 BODILYINJORY $
(Perpersan)
SCME�ULFO A11105
nwmnuIDS BODILVINJURY $
(Per aai0enp
NON OW NeD PtIT05
PPOPERTYDNbWGE $
(Per accitleni)
UMBxELLauae OcCUfl EACHOCCURRENGE $
[xc[ssune c�aMS-Mnoc AGGREGATE $
OEDUCTI9LE $ I
PETENTION 5 �'
WORKEflS'COMPENSFTIONANO W{�7-63D-$�J747-433 8/1/2�13 8/1/2014 �wcslnio OiHeH '
B EMVLOVEFS'LIABILITV IONVLiuiiS
nevano=ineioK�PaaiH=rvFxECUUVe EL.EAGHACCIDEM $ 1.000.000
O�Fictauevet�FxqUJtm WA
iva�oam��.�wro ELDISEASE-EAEMPLOVEE $ 1,000.000
nycz.ees-.�oewa�� ELDISEASE-POLIGVLIMIT 1,000.000
lJESCRIPTION O�OVEHAiiONSOebw S
DESCPIPTION OF OVERATIONS I LOCATIONS/VEHICLES(Atlec�ACORO 101,AEtlplonal Remarks ScM1eEUle,II more spece is mqulree) i
pE:Tree Trimming at Various locations in�he City of Ukiah. Cily of lJkiah,its otficers.oHicials,employees and volunteers are listetl as atltlitional insured as requiretl by written i
contract but only according to policy�erms,condltions antl exclusions for liabiliry arising Irom operations pertormed Ey or on behalf of�he nametl insuretl.The above coverage is I
mnsideretl primary antl non-contributory as respects ofier insurance carrietl by certilicale haltler.Waiver ot submgation appiies onty where required by written convact unless �i
claim anses wt ot negllgence oi the certificate holtler.Cross liabiliry covera9e is pmvitled per Ihe separaUOn of insure0s provision on�ne commercial general liabiliry policy.
CERTIFICATE HOLDER CANCELLATION
City of Ukiah THEOPEOF,NOTOIGE WI L EVDELNERED M ACCOR��NCE W�I HETHE POIICY PROVI510NS.pTION pNTE
Attn:Sherri Manion
300 Seminary Avenue AUTNORIZED HEPFESENTATIVE
Ukiah,CA 95482
Aon Risk Services Central, Inc.
ACORD 25(2009/09) b1988-2009 ACORD CORPORATION. All dghts reserved. �
The ACORD name antl logo are registered marks oi ACOR�
• , Vumed Insured Certi�icate Hulder I
U�ili�y Tree Service, Ina Ci�y of Ukiah �I
1884 Keystone Court Suite A Attn:Sherri Manion
Reddinq,CA 96003 300 Seminary Avenue
Ukiah,CA 95482
TItIS F.NDORSI?MP:N'f CHANGEti'PHE POWCY. FLF:ASE RF.AD CP CAItEFULLY.
BLANKF.T ADUCI'IONAI,WSURF.0 I
"fhis cndorscmcnt modifics insur.mce provideJ under thc falluwing: 2144975799 '�,
COMMERICAL GIaVERAL LAIRLII'IY W VFRAGE FORM I
SECTION 11- WHO IS AN INSURF.D is vmcndzd to indudc:is an insured any person or oreanic.uion�br �
whom you have agreed in wrilinE w providc liability insurance.BuL
'Phe insurance provided by this amendincnL '
I. Applics only lo'boJily injup%'ur'prupeny damage:arising out of(s)"your work"or(b)premises or olhcr
pmperly owncd by ar rentcd lo you: I
2. Appliev nnly�o coverage and minimum IimiLS of iasurnnce rcyuired by[he wniten ngrecmrnt,bu[in nn I
event exceeds ciiher Ihc scnpe of cuveraee or thc limi�s o(incurancc pmvided by ihis policy;and �
3. Uoe�a no[apply tu any person or or�anizaiion for whom you have prucured scparatc liability insuranec while I
such insurance is in affcct,re�ardless of whe[her Ihc s�npe of cover;ige or limits o(insuranec of[his puliuy
cxcecd thust of such othcr insurancc or whclhcr such o�hzr insurancc is valid und cnllcctible.
'fhc I'olluwing provisinns also apply:
I. Wherc thc applicablc written agreemem requires the inwred�n providc liabiliry insurance un a primary, '�
ezcesc,mminoent,or any olher busis',this policy will apply snlcly on thc bxsis required by such wriucn
ugrcement and Ilem 4.Olher Innurence uf SECI'ION IV of ihix policy will nol apply.
2. Wherz the applicable written agreemem does nul specil'y on what b.isis the li.�bility insuranee will apply,the
provisions ol'hcm
4.Oihcr Ins'urancc uf SECPION IV o(Ihis policy will govcrn.
3. "Phis cndocscincnt shall not apply tu any person ar org:mizatiun for any"bodily injury"or"property
damage"if uny other addilional ins'ured endursement on this pnlicy upplics w[hat person nr orgxniiatiun �,
�viih rcgard�u Ihe"budily injury'�or'prupcny Jamagc". 'I
4. If any nthcr ndditionnl insured cnJorsemcnt applics'to uny pornon ur organizution and you are ublignted I
under a wriuen egretmcN Io provitle liability invurance on a primary,cxcess,contingent,or nny nther bnsiv
lor Iha[additional insured.Ihis pulicy will zpply colcly on thc basis rcyuired by such wnucn aerccmcnt�nd '
Item 4. Olha Insurance ol'SHCIION I V o(this policy will not apply,regardless of whcthtr thc person ar
nrganiintion h:�s availuble uthcr vnlid and collccliblc insurancc. Ifihc appliculion written noceemcnl docs
not spccify on what basis thc liability insuruncc will apply,�hc provixion o(Ilem 4.Othcr Insurancc of
SECfION IV o(this pulicy wiil guvem.
Policv rvumAer: T62-631-509747-443
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