HomeMy WebLinkAboutContracts & Agreements_193-2018 AGRICULTURAL TREE REMOVAL AGREEMENT
This Agricultural Tree Removal Agreement ("Agreement") is made and entered into this
6'' day of November,2018 ("Effective Date"),by and between the City of Redlands, a municipal
corporation ("City") and Southern California Edison ("Edison") City and Edison are sometimes
individually referred to herein as a"Party"and, together,as the "Parties"
RECITALS
WHEREAS, City is the owner of the agricultural trees Iocated on real property in the
city of Redlands identified as county of San Bernardino Assessor Parcel Numbers 0167-
511-11-0000 and 0167-511-12-0000 ("Property"), and
WHEREAS, to allow for construction and operation of its "West of Devers Upgrade
Project" ("Project"), Edison has identified areas within its existing right-of-way that must be
cleared of up to one hundred seventy-nine (179) agricultural trees as shown on Exhibit "A,"
attached hereto and incorporated by this reference, and
WHEREAS, Edison desires to remove up to one hundred seventy-nine (179) trees on
the Property at its own expense, and will pay any required irrigation relocation and repair costs
associated with the same, and
WHEREAS, City desires to grant Edison a non-exclusive license to enter upon the
Property and remove the identified agricultural trees on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
Parties agree as follows
AGREEMENT
1 Grant of License City hereby grants to Edison a non-exclusive revocable license
to enter upon and use, as the case may be, subject to all of the terms and conditions hereof, the
Property designated by City for the removal of a maximum of one hundred seventy-rune (179)
agricultural trees (the "Designated Trees") All activities of Edison undertaken in connection
with Edison's removal of the Designated Trees shall be performed in accordance with all
applicable federal, state, regional, local laws and regulations including,but not limited to, State
prevailing wage laws
2 Payment for Trees Edison shall pay to City the amount of One Hundred Four
Thousand Seven Hundred Fifteen Dollars($104,715 00) (the"Payment Amount") for removal
of the Designated Trees The Payment Amount shall be paid to City within thirty(30) days of
the Effective Date of this Agreement In the event Edison removes less than one hundred
seventy-rune(179)Designated Trees from the Property,City shall reimburse Edison the amount
of Five Hundred Eighty Dollars ($585 00) for each such Designated Tree that is not removed,
within twenty (20) days of Edison's written notification to City that Edison has completed its
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removal of the Designated Trees pursuant to this Agreement
3 Removal_or Damage to Remaining Trees In the event Edison removes or
damages any trees on the Property other than the Designated Trees, Edison shall be liable for,
and shall pay to City,the sum of One Thousand Five Hundred Dollars($1500.00)for each such
tree so removed
4 Scope of Work Edison shall furnish all labor, equipment and materials
reasonable or necessary for the removal of the Designated Trees at its own expense Edison
further acknowledges that the Designated Trees are presently served by City's irrigation system
on the Property Prior to and as a condition of Edison's removal of the Designated Trees,Edison
shall meet with City representatives and mutually agree upon a written relocation and repair
plan for such irrigation system, and Edison shall pay all costs associated with the work to
effectuate such relocation and repair plan to the satisfaction of City Such relocation and repair
plan shall be approved by City's City Manager or his or her designee
5 Notice of Ently Edison shall provide five(5)days prior written notice to City of
the dates on which Edison desires to enter upon the Property
6 Possession and Condition of Property Not Warranted. City does not warrant or
represent that the Property is suitable for Edison's entry upon the Property or Edison's removal
of the Designated Trees, or for any other purpose, and Edison agrees to enter and use, as the
case may be, the Property in its "as is" condition, and remove the Designated Trees thereon at
its own risk, and Edison may not look to City for any claim of damages, restitution or other
relief in connection with such entry or restoration
7 Commencement, Termination This Agreement shall commence upon its
Effective Date and shall terminate upon completion of the removal of the Designated Trees,
unless earlier terminated by either Party upon sixty(60) days prior written notice to the other
Party, or as otherwise provided for herein
8 Notice Any notice or other communication required, or which may be given,
pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (1)
on the date of delivery in person, (u) Eve (5) days after deposit in first class registered mail,
with return receipt requested, (iii) on the actual delivery date if deposited with an overnight
courier, or(iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously
by first class,certified,registered or express mail,in each case properly posted and fully prepaid
to the appropriate address set forth below, or such other address as a Party may provide notice
in accordance with ttus section
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City Edison
City of Redlands James Spence
Jeanne Donaldson Senior Manager
City Cleric 2 Innovation Way
PO Box 3005 Pomona, CA 91768
Cajon Street, Suite 222 fames spencer@see corn
Redlands, CA 92373 909-274-1915
JD onal ds o n@cl tyofred lands org
909-798-7655
9 Indemnification of City Edison shall defend, indemnify and hold City, and its
elected and appointed officials, officers, employees, and agents, free and harmless from and
against any and all causes of action, law suits, liability, loss, damage, costs or expenses
(including attorneys'fees and court costs)arising from or as the result of the death of any person
or any personal injury, accident, claim, loss or damage whatsoever caused to any person or to
the property of any person, or any responsibility or liability resulting from or in any way
connected with Edison's entry onto the Property and/or the removal of the Designated Trees on
the Property This section 9 shall survive and termination of this Agreement
10 Insurance. Insurance required by this Agreement shall be maintained by Edison
throughout the term of this Agreement Edison shall not perform any work on the Property
unless and until the required insurance listed below is obtained by Edison Edison shall provide
City with certificates of insurance and endorsements evidencing such insurance prior to
Edison's entry onto the Property Insurance policies shall include a provision prohibiting
cancellation or modification of the policy except upon thirty (30) days prior written notice to
City
A Edison shall secure and maintain Workers' Compensation and Employer's
Liability insurance in the amount that meets statutory requirements with an insurance carrier
acceptable to City,or certification to City that Edison is sell-insured or exempt from the workers'
compensation laws of the State of California Edison shall provide City with Exhibit "B,"
entitled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference
B Edison shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City Minimum coverage of One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property
damage and personal injury is required City shall be named as an additional insured and such
insurance shall be primary and non-contributing to any insurance or self-insurance maintained
by City
C Edison shall secure and maintain business auto liability coverage,with minimum
limits of One Million Dollars($1,000,000)per occurrence, combined single limit bodily injury
liability and property damage liability This coverage shall include all Edison-owned vehicles
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used in connection with Edison's removal of the Designated Trees on the Property, hired and
non-owned vehicles, and employee non-ownership vehicles City shall be named as an
additional insured and such insurance shall be primary and non-contributing to any insurance or
self-insurance maintained by City
I Public WorklPrevailing ,Wage In performing the work associated with the
removal of the Designated Trees on the Property, Edison shall comply with all applicable
federal, state and local laws, including but not limited to any applicable provisions of the
California Labor Code City makes no representation to Edison as to whether the work
associated with the tree removal constitutes a"Public Work"as that terra is defined by California
Labor Code section 1720, and Edison acknowledges and agrees that Edison shall be solely
responsible and liable for the determination of whether such work constitutes a"Public Work"
Edison further acknowledges that City is not an awarding authority for any contract entered into
by Edison for the work associated with the tree removal,nor is City otherwise undertaking any
"Public Work" for purposes of California Labor Code section 1781. Edison shall defend,
indemnify and hold harmless City and its elected and appointed officials, officers, and
employees from and against any and all losses, damages, costs, claims, causes of action and
liability based upon the assertion that City or Edison has failed to comply with any applicable
provision of the California Labor Code in connection with Edison's removal of the Designated
Trees on the Property This Section I I shall survive any termination of this Agreement
12 Independent Contractor Status Edison is for all purposes under this Agreement
an independent contractor and shall perform the removal of the Designated Trees on the
Property as an independent contractor Neither City nor of its agents shall have control over the
conduct of Edison or Edison's employees, except as herein set forth Edison shall supply all
necessary tools and instrumentalities required to remove the Designated Trees on the Property
Assigned personnel employed by Edison are for its account only, and in no event shall Edison
or personnel retained by it be deemed to have been employed by City or engaged by City for
the account of, or on behalf of City Edison shall have no authority, express or implied, to act
on behalf of City in any capacity whatsoever as an agent, nor shall Edison have any authority,
express or implied,to bind City to any obligation
13 Assignment, Sub-Licenses.The license granted by this Agreement is personal to
Edison Edison shall not have the right to assign its rights under this Agreement except upon the
prior written consent of City Any attempt to assign the license granted by this Agreement
without the prior written consent of City may, in the sole discretion of City, result in the
immediate termination of this Agreement
14 Written Apleement as Entire„Understanding of Parties The snaking, execution
and delivery of this Agreement by Edison has not been induced by any representations,
statements, warranties or agreements other than those herein expressed This Agreement
embodies the entire understanding of the Parties, and there are no further or other agreements
or understandings, written or oral, in effect between the Parties, relating to the grant of this
revocable license This Agreement may be amended or modified only by a written instrument
signed by the Parties
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is Attorneys' Fees and.Costs In the event any action is commenced to enforce or
interpret the terms or conditions of this Agreement, the prevailing Party in such action shall be
entitled to its costs and reasonable attorneys' fees, including fees for use of in-house counsel by
a Party
IN WITNESS WHEREOF, the Parties have executed this Agreement as of its Effective
Date
CITY EDISON
C ANDS SOUTHERN CALIFORNIA EDISON
By Paul Barich, Mayor Pro Temporey amen pence ���
ATTEST
le5gle Donaldson,City Clerk
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EXHIBIT "B"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways.
(a) By being insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self-insure, either as an individual employer, or as one employer in a group of
employers,which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self-insure and to pay any compensation that
may become due to his or her employees
CHECK ONE
X I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and I will comply with such provisions
before commencing the performance of the work and activities required or permitted under this
Agreement (Labor Code §1861)
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California However, at any time, if I employ any person such
that I become subject to the workers' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self-insure, or a certification of workers'
compensation insurance
I certify under penalty of perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct
Southern Califo Edison Date f j -;z-Z�y /8
By-
Ja es S rice
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