WEST COAST ARBORIST, INC. (#2025616)

B. Contract Amendments approved by the City Council and/or City Manager. C. The proposal submitted to the City by the Contractor. 3. Compensation. Total compensation for the first three years of this Agreement shall not exceed $2,522,000, of which, the total for each year shall not exceed: Year 1 - $800,000 Year 2 - $840,000 Year 3 - $882,000 For the fourth and subsequent fifth year of the Agreement if mutually agreed upon to extend the term, the not to exceed amount shall increase by the by the change in the consumer price index for the San Francisco-Oakland-San Jose Metropolitan Area (all items index; all urban consumers) for the twelve-month period ending in April each year as published by the Bureau of Labor Statistics, U.S. Department of Labor. The total five year compensation shall not exceed $4.5 million. City shall pay Contractor for all work performed based on the bid proposal RFP PWD 25.301, in Exhibit A. 4. Method of Payment. Payment shall be made within thirty (30) days of receipt of Contractor’s invoice and approval by City. Contractor must include a monthly, or more frequent basis, a report of specific trees pruned, removed, stumps removed, trees added to the inventory, and emergency work. This report should accompany each invoice submitted for payment. It is essential that this report is complete and approved to facilitate the timely processing and remittance of payment. Billing for tree pruning or tree removal can be changed from an hourly basis to a per tree basis based on diameter at standard height (DSH) by the Parks Division Manager at any time. 5. Indemnification. Contractor shall hold harmless, defend, and indemnify the City, its officers, agents and employees (“Indemnities”), against any and all claims, costs, demands, causes of action, suits, losses, expenses, attorney’s fees, or liability, arising from or in any manner related to Contractor’s (includes Contractor’s employees, agents, or subcontractors) negligent act or omission, whether alleged or actual, regarding the work or services performed or caused to be performed pursuant to this Agreement and any amendments thereto. Contractor shall not, however, be obligated to indemnify Indemnities from claims arising from the sole negligence or willful misconduct of Indemnities. This indemnification includes any claim that the materials or equipment provided under this Agreement, or any tool, article or process used, constitutes an infringement of any patent issued by the United States. This indemnification provision shall survive termination or cancellation of the Agreement. 6. Insurance. During the term of this Agreement, Contractor shall maintain at its own cost and expense the following insurance coverage with insurers with an A.M. Best’s rating of no less than A:VII. Contractor shall have the obligation to furnish City, as additional insured, the minimum coverages identified below, or such greater or broader coverage for City, if available in the Contractor’s policies: Docusign Envelope ID: CFBCA4B2-32D3-4B9F-8862-2F2E71D4F416