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HomeMy WebLinkAbout06050 - CONSERVE LANDCARE CP 06-03 GATEWAY PROJECT LANDSCAPE MAINTENANCE Kathie Hart From: Tabitha Richards Sent: Tuesday, May 20, 2014 7:13 AM To: Kathie Hart; Karen Tolliver Subject: RE:a6050-cONSERVE IANDCARE(GAT Gateway Landscape Improvement Maintenance CID 06-03) Yes,you can close this file. Thanks, � Tabitha Richards 760-323-8253 ext 8750 .......... From: Kathie Hart Sent: Monday, May 19, 2014 6:56 PM To: Tabitha Richards; Karen Tolliver Subject: a6050 - cONSERVE IANDCARE (GAT Gateway Landscape Improvement Maintenance CID 06-03) This agreement expired 6-30-3013. OK to close the file? Kathie Hart, MC Chief Deputy City Clerk City of Palm Springs AF(760)323-8206 3200 f. Tahqui tz Canyon Way A(760)322-8332 Palm Springs,CA 92262 10Ka1h1e.Hart@Pa1m5prinosCA.9e Please note that City Hall is open 8 a.m, to 6 pm,.Monday through Thursday,and closed on Fridays at this time. � m 1 AMENDMENT NO. 3 TO CONTRACT SERVICES AGREEMENT NO. 6050 WITH CONSERVE LANDCARE, INC. FOR PARKS, PARKWAYS LANDSCAPE MAINTENANCE SERVICES The following articles of Agreement No. 6050 are hereby amended as follows: THIS THIRD AMENDMENT TO THE,CONTRACT SERVICES AGREEMENT(herein`Third Amendment'), made and entered into on this -M day of 2013, by the City of Palm Springs (herein "City"), a charter city organized and existind in the County of Riverside, under the by virtue of the laws of the State of California, and Conserve Landcare, Inc. (herein "Contractor"), amends that certain Contract Services Agreement dated January 19, 2011 (herein "Agreement') by and between the same parties. The Contract Sum is increased fora onetime cost of$7,132 which includes the cost for erosion control and plant replacements for bare areas. The annual contract amount is also increased by $2,500 for "as needed"and/or emergency services. The term is to be extended until June 30, 2013 at a monthly rate of $1,870 per month, which will increase the current PO#12-0315 an additional $11,220. The purpose of this Amendment is to increase the contract and the PO#12-0315 in the total amount of $20,852. Agreement Number: 6050 Original: City Manager Approval: January 19, 2011 Amendment Amount: $ 16,830 Amendment#1 City Manager Approval: October 18, 2011 Amendment Amount: $ 5,610 Amendment#2 City Council Approval: January 4, 2012 Amendment Amount: $ 22,440 THIS Amendment#3: $ 7,132 erosion control &other work orders $ 2,500 "as needed"/emergency services $11,220 (6@$1,870/mo) TOTAL Amount of THIS A#3 $ 20,852 Account Numbers for thisA#3: PLEASE INCREASE PO AS FOLLOWS: 001-2451-43240 -$20,852 Except as specifically amended by this Amendment No. 3 and all preceding executed amendments, all terms and provisions of Agreement No. 6050 remain in full force and effect. SIGNATURES ON NEXT PAGE IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated below. "City" ` CITY OF PALM SPRINGS Date: L4'�1 1�- By: '� David H. Ready ATTEST: By: City Clerk "ContractoF' Conserve Landcare Inc. 74-040 Highway 111, Suite L200 Palm Desert, California 92260 Date: ��i�I�3 By: Bruce K. ilson, President "P?O'1"D BY C"COUNCIL )ate I I I_ I AMENDMENT NO. 2 TO CONTRACT SERVICES AGREEMENT NO. 6050 WITH CONSERVE IANDCARE, INC. FOR GATEWAY PARK LANDSCAPE MAINTENANCE The following articles of Agreement No. 6050 are hereby amended to read as follows: 3.1 Compensation of Contractor. For the services rendered pursuant to this Agreement,Contractor shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit"A", which total amount shall not exceed$44,880. j i 4.4 Term. Unless earlier terminated in accordance with section 9.5 of this Agreement, this Agreement shall continue in full force and effect for a period of Twenty-Four(24)Months, commencing i January 1, 2011 and ending December 31, 2012 unless extended by mutual written agreement of the parties. SCOPE OF SERVICES (Exhibit"A")—Exhibit°A" is amended as follows: Where reference is made to a 9 month plant establishment and maintenance period,the reference shall be revised to indicate a 24 month plant establishment and maintenance period. i Under"Schedule of Fees"the following shall replace the existing text: Landscape maintenance to be performed in accordance with the above Scope of Services: Landscape Maintenance 24 Months @ $1,870/Month $44,880 i Purchase Order Number(s): 12-0315 l Agreement Number 6050 Original City.Manager Approval January 19, 2011 i Original Contract Amount $ 16,830.00 Amount of Previous Increase(s) $ 5,610.00 I Amount of This Increase $ 22,440.00 i Amended Total: $ 44,880.00 Account Number: 152-2460-51554 I i i i i i SIGNATURES ON THE NEXT PAGE ORIGINAL BID j AN`D1OR AGREEMENT I I � Except as specifically amended by this Amendment No. 2 all terms and provisions of Agreement No.6050 remain in full force and effect. i "City" CITY OF PALM SPRINGS i Date: By: David H. Ready, City Mana ATTEST: I By: -or ?_-City ntractor" Conserve LandCare, Inc. 74-040 Highway 111, Suite L-200 Palm Desert, CA 92260 Date:_- 2bk;,7 By: Bruce KWilson, President t+'N ( D/A,S TO FORM APPROVED BY CITY EOUNCIL III aieon,ey `...` 1•�r•1'Il 8E Ab05� rate 9/-If-,W12— j I i_._....-_._— ------ ----- — — ..------- AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT NO. 6050 WITH SIERRA LANDSCAPE COMPANY, INC. (ASSIGNED TO CONSERVE LANDCARE, INC.) GATEWAY PARK AND GATEWAY PARK LANDSCAPE MAINTENANCE The following articles of Agreement No. 6050 are hereby amended to read as follows: 3.1 Compensation of Contractor. For the services rendered pursuant to this Agreement, Contractor shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit"A", which total amount shall not exceed $22,440. 4.4 Term. Unless earlier terminated in accordance with Section 9.5 of this Agreement, this Agreement shall continue in full force and effect for a period of Twelve (12) Months, commencing January 1, 2011 and ending December 31, 2011, unless extended by mutual written agreement of the parties. SCOPE OF SERVICES (Exhibit "A")— Exhibit "A" is amended as follows: Where reference is made to a 9 month plant establishment and maintenance period, the reference shall be revised to indicate a 12 month plant establishment and maintenance period. Under"Schedule of Fees'the following shall replace the existing text: Landscape maintenance to be performed in accordance with the above Scope of Services: Landscape Maintenance 12 Months @ $1,870/Month $22,440 Purchase Order Number(s): 12-0315 Agreement Number: 6050 Original City Manager Approval: January 19, 2011 Original Contract Amount: $ 16,830 Amount of Previous Increase(s) $ 0 Amount of This Increase $ 5,610 Amended Total: $ 22,440 Account Number(s): 152-2460-51554 SIGNATURES ON LAST PAGE ORIGINAL BI ) AWOR AGREEMENT Except as specifically amended by this Amendment No. 1, all terms and provisions of Agreement No. 6050 remain in full force and effect. ATTEST: CITY OF PALM SPRINGS, a California charter city �CityCierkn=4q '_ � By'!� / City Manager APPROVED FORM: APPROVED BY CITY MANAGER yq� 0 By. Attorney � - CONTRACTOR: Conserve LandCare, Inc. Check one:_Individual_Partnership x Corporation Corporations require two notarized signatures: One signature must be from the Chairman of Board,President,or any Vice President.The second signature must be from the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer). By:Z!! By: Notarized Signature Chairman of Board, Notarized Signatu Secretary,Asst Secretary, President or a11nyf Vice President Treasurer,Asst treasurer or Chief Financial Officer Name: �J�/Il`d011 Name: 1M1& -•. �t�SfQn Title: �1�QSi Ld&I1 State of�! State of��l AA County of` -e Iss �1,•�,� County of� r Q {)as On before me, 11�• �LtW.,,W�w&bur AWN before me,F�����yl�,• �,�1t�y N�lrt/W T(rl{7Ll t. personally appeared yJyLl(D yL. I�5,514.. personally appeared 't7'UL# W( I T who proved t me on the basi of s I sfacfor evidence)to be who proved to me on the basis of satisfactory evidence)to be the person whose name( is/4 subscribed to the withiyyyy the person(s) whose name(s) is/are subscribed to the within instrument and acknowle�ed to me that he/st /they instrument and acknowledged to me that he/she/they executed the same in is/her/their authorized capacity(i executed the same in his/her/their authorized capacity(ies), and that by his/h�r/th�signature on the instrument the and that by his/herttheir signature(s) on the instrument the person(, or the entity upon beh If of which the person/ person(s), or the entity upon behalf of which the person(s) acted,executed the instrument. acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and State of California that the foregoing paragraph is true and correct. correct. WITNESS my hand a icial seal. WITNESS my hand andofficial seal. Notary Signature: Notary Signature: Notary Seal: Notary Seal: ERIN L.MEYER Commission#1843850 ERIN L•MEYER Notary Public•California Commission#1843M Rhrcnkle County Notary PubOc•Calitornla om Cm es Ag 9,2013+ R*K"County, Comm =a Apr 9.2013+ i oP PALM 8 h� A4'y City of Palm Springs Department of Public Works and Engineering 3200 East Tahquitz Crayon Way•Palm Sprlogs,California 92262 C'94/Fp Tel:(760)323-8253•Pas:(760)322-83M•Web:www. .gov RN�h June 13,2011 Bruce K.Wilson President Conserve LandCare, Inc. 74-040 Highway 111, Suite L-200 Palm Desert, CA 92280 Re: Gateway Parkway and Gateway Paris Landscape Maintenance City Agreement No. WN Dear Mr.Wilson: The City approved the above mentioned Agreement with Sierra Landscape Company, Inc. CSerra') on January 19, 2011. The City is in receipt of Simms letter dated June 8,2011, advising the City that as of March 1, 2011, Sierra discontinued providing services as required under the terns of the Agreement, and recommended the City essign.the Agreement to Conserve LandCare Inc. ('Conserve] retroactive to March 1, 2011. The City is also in receipt of your letter dated June 8,2011, requesting the City to assign the Agreement to Conserve, and that Conserve accepts the terms and conditions of the Agreement. Pursuant to Section 5.3 of the agreement, neither the agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of the City. The City has reviewed your request and will approve the assigrunent of the agreement under the provision that Conserve agree to all terms, conditions, covenants and requirements of the original agreement (including, but not limited to, the scope of services, schedule of performance, compenestion, and insurance requirements) and they remain in full force and effect. In addition, pursuant to Section 11.1, Notice, please provide the official address to be used for any written communications from the City. The person executing this Assignment below on behalf of Conserve hereto warrants that he/she is duly authorized to execute this Assignment and by so executing this Assignment formally bounds Conserve to the terms and conditions of the agreement. Please have the authorized person sign below, date and return this letter to my attention no later than Monday, June 20, 2011. if you have any questions, please feel free to contact me at(760)323.8253, extension 8744, or by e-mall at MarcusTulleraipaimspringsca.gov. Si reIY5�S Ma .E., . Assistant Director of Public Works/ Assistant City Engineer enc CO.' Craig Gladders Jay 17e ORIGINAL BID AND/OR AGREEMENT I is i CONTRACT SERVICES AGREEMENT ASSIGNMENT ' GATEWAY PARKWAY AND GATEWAY PARK LANDSCAPE MAINTENANCE AGREEMENT NO. 6050 ' In Witness Whereof,the parties have executed this Assignment as of the dates stated below: CONSULTANT: Conserve LandCare, Inc. Date: / ��� ��✓/��' (printed name and title) CITY: City of Palm Springs, CA Date: 0\1 David H.Ready,Cry Ma ATTEST. /aMesThompeon,CNy Clack APPROVED BY CITY n%Cr 'ROVED AS TO F04M hi'riu7ED BY CITY MANAGER lAhSiC.h�..lnE' n�.l_�,=�50 CONTRACT SERVICES AGREEMENT Gateway Parkway and Gateway Park Landscape Maintenance THIS AGREEMENT FOR CONTRACT SERVICES (the"Agreement") is made and entered into this Akday of i , 20—"— by and between the City of Palm Springs, a California charter city and munilpal corporation ("City"), and Sierra Landscape Company, Inc., a California Corporation. ("Contractor"). RECITALS A. City requires the services of a landscape maintenance contractor for a period of nine months to coincide with an established contract warranty period on the Gateway Park/Gateway Parkway ("Project"). B. Contractor has submitted to City a proposal to provide landscape maintenance services City pursuant to the terms of this Agreement. C. Based on its experienced Contractor is qualified to provide the necessary services to City for the Project and desires to provide such services. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to retain and does hereby retain Contractor and Contractor agrees to provide services to the City as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall landscape maintenance services as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated herein by reference (the "services" or "work"), which includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that all services and work shall be performed in a competent, professional, and satisfactory manner in accordance with all standards prevalent in the industry. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern. 1.2 Compliance with Law. All services rendered under this Agreement shall be provided by Contractor in accordance with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders,rules,and regulations promulgated thereunder. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION. The time for completion of the services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Contractor shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or 1 Sierra Landscape Inc. - Gateway Landscape Maintenance Agreement R.. negligence of Contractor. Delays shall not entitle Contractor to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. For the services rendered pursuant to this Agreement, Contractor shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit"A,"which total amount shall not exceed$16,830.00. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall no later than the first working day of such month, submit to City in the form approved by City's finance director, an invoice for services rendered prior to the date of the invoice. Payments shall be based on the monthly rates as set forth in Exhibit "A" for authorized services performed. City shall pay Contractor for all expenses stated thereon, which are approved by City consistent with this Agreement, within thirty(30)days of receipt of Contractor's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents,other work product,or work; B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor's profession. 3.4 Appropriations, This Agreement is subject to and contingent upon funds being appropriated therefore by the City Council of City for each fiscal year covered by the Agreement. If such appropriations are not made,this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit"A." The extension of any time period must be approved in writing by the Contract Officer. 4.3 Force Ma_ieure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including, but not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Contractor shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 9.5 of this Agreement, this Agreement shall continue in full force and effect for a period of Nine (9) Months, commencing at the completion of the 90 day maintenance period required as a part of City Project 06-03, Gene Autry Trail Gateway, Landscape Improvement Project, unless extended by mutual written agreement of the parties. 5. COORDINATION OF WORK 2 Sierra Landscape Inc. - Gateway Landscape Maintenance Agreement 5.1 Representative of Contractor. The following principal of Contractor is hereby designated as being the principal and representative of Contractor authorized to act in its behalf with respect to the services and work specified herein and make all decisions in connection therewith: Rafael Esquivel, Operations Manager, Maintenance Division. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore,the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager, or his/her designee, Marcus Fuller, Assistant Director of Public Works/Assistant City Engineer. It shall be the Contractor's responsibility to keep the Contract Officer, or his/her designee, fully informed of the progress of the performance of the services and.Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 5.3 Prohibition Against -Subcontracting or Assign ment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Contractor shall not contract with any other individual or entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred,voluntarily or by operation of law,without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. Contractor shall perform all services required herein as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor's work product, result, and advice. Contractor shall not at any time or in any manner or in any manner represent that it or any of its agents or employees are agents or employees of the City. City Shall not in any way or for any purposed become or be deemed to be a partner of the Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in Exhibit"B,"which is attached hereto and is incorporated herein by reference. 7. INDEMNIFICATION. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City,from any violation of any federal,state,or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, which Claims arise out of or are related to Contractor's performance under this Agreement, but excluding such Claims arising from the negligence or willful misconduct of the.City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor's indemnification obligation or other liability hereunder. 8. RECORDS AND REPORTS 3 Sierra Landscape Inc. - Gateway Landscape Maintenance Agreement 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. 8.2 Records. Contractor shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit,and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials hereunder. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Contractor shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute,claim,or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 9.3 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it,at the same or different times,of any other rights or remedies for the same default or any other default by the other party. 9.4 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor, except that where termination is due to the fault of Contractor and constitutes an immediate danger to health, 4 Sierra Landscape Inc. - Gateway Landscape Maintenance Agreement safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter. Contractor may terminate this Agreement, with or without cause,upon thirty(30)days written notice to City. 10. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION 1.0.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding; any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation,national origin,or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed. communicated seventy-two(72)hours from the time of mailing if mailed as provided in this Section. To City: City of Palm Springs Attention:Marcus Fuller Assistant Director of Public Works/Assistant City Engineer 3200 E.Tahquitz Canyon Way Palm Springs,California 92262 To Contractor: Sierra Landscape Company,Inc. Rafael Esquivel,Operations Manager Maintenance Divison 73-771 Dinah Shore Drive Palm Desert,CA 92211 11.2 Integrated Agreement, This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 11.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 11.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses,paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 11.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. S Sierra Landscape Inc. - Gateway Landscape Maintenance Agreement 11.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. [SIGNATURE PAGE SEPARATELY ATTACHED] IN WITNESS WHEREOF,the parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By: David H. Ready City Manager APPROVED BY CITY MANAGER APPROVED AS TO FORM: ATTEST � 9 By: G"b "'i .. . hr Douglas C. Hollwkdj, James Thompson, U City Attorney City Clerk "CONTRACTOR" Sierra Landscape Company,Inc. Date: I2 I U By: "4 Aor�g�eL. Gonzalez,President Date: � By: �i""� Theresa L.Gonzales,Vice P dent Not to Exceed $ Without The Express Written Authorization Manager Of The City Sierra Landscape Inc. 6 Gateway Landscape Maintenance Agreement CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On �, - befpr8 ��i►� 1-....�U1 e r_ l�n-wc P� c Nere e-rt-N�a,"a�rui Title.1 ilce Officer personally appeared�rq-!� _L-6ba ,k Z " 1�l.C�E&A L-4 (0 r7 - Nsarwlal aY Signer(sp who proved to me on the basis of s bsfactory evidence to be the person(s) whose name(s) are s�to the within instrument and acknowledged to me that tsetthey executed the same in hj&hA it authorized ty(ies), and that 4 f� in signatur`e(s)on the instrument the person(s), or the entity upon behalf of ERIN L.MEYER which the person(s)acted,executed the instrument Commission#� 1843850 Notary Public-California I certify under PENALTY OF PERJURY under the laws Riverslds County of the State of California that the foregoing paragraph Is my Comm.Ex Ines A r 9°2013 true and corn -L) WITNES h nd official seal. Plu<. Py ae Signature s 4Jp9d y>�,a QP7")`C7N�1L Though ffie information below is not MQt#wd by W ft nw ptrwo vaheab(o to persons roiykv on the document and could prewent Irsa&dent removal and react chment of ttus form to another o m9enl. Description of Attached Document Tltia or Type of Document:_.._.. /� Document.Date:��Akbvova. Number of Pages: Slgnwr s)Other Than N � _................... ..................-- Capacity(les)Claimed by Signer(s) Signer's Name�j .. .. -......�_ Signor's Name'.t I►Y.� (�- L' faZ ..-_.............. ._..._-... ,7 Individual D Individual , f i Corporate O icer—Titte(s): r `rtorporate Officer—Title(s): D Partner---f J Urnited ❑General :1 Partner—L: Limited C General D Attorney in Fact :J Attorney in Fact 11 7rustee iop ff thumb here Trustee T4. /Fkar herd Guardlan or Cr�nservator " pr �Guardian or Conservator r"t 0 Others_....._........... LJ Other: or IS R8 roserlt7tg: [52L9U'7 Mtxtlal Namry Aaron•4�,tip pa 5 N.w�,PA.etc 2q(p2 wCiwttavrngh,GA 99:i93.2ROf2•vrHw.IJ�tiurmlNaC+r7.oN Nwn M"JSO'r riar:Csr"rAl�e�itg9b&T�' Sierra Landscape Inc. 7 Gateway Landscape Maintenance Agreement EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICES/WORK Including, Schedule of Fees Schedule of Perfomance 1. Description.— Project maintenance consists of a minimum 9 month plant establishment and maintenance period, to coincide with the warranty period established as a part of City Project 06-03, Gene Autry Trail Gateway Landscape Improvement Project, for which Sierra Landscape was the prime Contractor. The 9 month landscape maintenance period shall include required maintenance of the associated irrigation system. Project maintenance work shall consist of applying water, fertilizing all areas, weeding, caring for plants, raking of DG areas, Raking of Bocci Courts, sweeping walks, litter pickup, emptying of trash cans and performing all general project maintenance. During the project maintenance period, all plants and planted areas shall be kept well watered and kept weed free at all times. Weeds, Dallas and Johnson grass, and Bermuda grass shall be removed and disposed of. In order to carry out the project maintenance work the Contractor shall maintain a sufficient number of men and adequate equipment to perform the work herein specified. Maintenance period shall begin at the completion of the 90 Day Maintenance period conducted as a part of City Project 06-03. It shall be the Contractor's responsibility to provide a maintenance schedule, which shall be used to monitor the performance of the landscape maintenance. The Contractor shall provide an itemized maintenance schedule which must be adhered to during the course of the 9 month maintenance period. Any changes or deviations to the landscape maintenance schedule after the initial submittal, shall require prior approval by the City. The Contractor shall furnish all labor, equipment, materials, tools, services and special skills required to perform the landscape maintenance as set forth in these specifications and in keeping with the highest standard of quality and performance. Maintenance of these areas shall include maintenance of plant materials, DG areas, Bocci Courts and irrigation system. Maintenance of plant materials shall include, but is not limited to, trimming, pruning, fertilization, weed control, cultivation, pest control, tree surgery, plant replacement and clean-up of drainage system. It is the intent of these s Sierra Landscape Inc. - Gateway Landscape Maintenance Agreement specifications to provide plant material maintenance methods to keep the site in a state of growth and repair. Irrigation maintenance shall include operation of system adjustment and all necessary repairs. 2. Replacement of Unacceptable Material --- Unacceptable material will be all dead or damaged plants, inoperable irrigation equipment and broken/damaged rocks. If at any time during the maintenance period damage occurs, the Contractor shall immediately correct damage. Once the unacceptable material has been repaired or replaced, that new material will have a new 90-day maintenance period from the date it was repaired or replaced. 3. Execution Groundcover Areas Fertilization: Apply fertilizer as necessary to promote proper growth of plant material. Shrub and groundcover areas shall be raked weekly, and all debris removed from the areas that day. Groundcover shall be kept neat in appearance and within the intended area of planting by edging and trimming. Keep shrubs and groundcover neatly trimmed away from sprinkler heads to allow for their proper operation and normal spray pattern. Groundcovers and vines shall be trimmed back from shrubs, trees and private property fences, as necessary. Trim and edge to maintain sidewalks and curbs free of plant growth. 4. Disease, Harmful Insect and Rodent Control Maintain areas free of pests and diseases including rodents, snails, insects, etc. 5. Weed Control The Contractor shall maintain the landscape area free of weed and other undesirable plants. Remove weeds by chemical or mechanical means on a weekly schedule. Weed infestations of the shrub and groundcover areas, if severe, may be controlled by a commercial herbicide by obtaining written permission from the Engineer. Such permission shall depend on the Contractor submitting to the Engineer the following information: 1. The exact location(s)where the herbicide is to be used. 2. Verification that the herbicide has no harmful effect on desirable plant materials. 3. The herbicide will be applied at the manufacturer's instructions for application. Bermuda grass infestations should be sprayed out and "weedeaten". 6. Watering A regular deep watering program shall be implemented to give the best results. The established groundcover shall not be kept wet but should dry out somewhat between waterings. 9 Sierra Landscape Inc. - Gateway Landscape Maintenance Agreement 7. Tree and Shrub Maintenance Trees and Shrubs shall be pruned, as required, for safety, removal of broken or diseased branches and general containment or appearance. Prune trees and shrubs to retain as much of the natural informal appearance as possible, consistent with intended use. Shrubs shall not be clipped into balled or boxed forms unless such is required by the design. All pruning cuts shall be made to lateral branches, buds or flush with the trunk. "Stubbing" will not be permitted. Apply all insecticides or fungicides to control pests. Annual pruning of Palm Trees to be conducted as directed. Palm Tree skirts are to remain in place. Palm Tree Pruning is to consist of removal of seed pods. 8. Loss or Damage to Plant Material by Contractor Shrubs, trees and plants damaged or killed due to the Contractor's operations, negligence or chemicals, shall be replaced at no cost to the City. 9. Disease and Harmful Insect Control Monthly inspections shall be made for evidence of disease and/or harmful insects. If evidence of such is found, a report shall immediately be submitted to the Engineer. The report shall include: 1. Exact location(s) where disease and/or harmful insects are prevalent. 2. Contractor's opinion of the type of disease and/or insect. 3. Contractor's recommendations for control and elimination of disease and/or harmful insects. 10. Pest Prevention and Control The Contractor shall be responsible for detection, prevention, elimination and control of diseases, harmful insects and weeds in the turf, shrubs, trees and groundcover areas. The Contractor shall select and supply proper materials and licensed personnel and obtain necessary permits to comply with all city, county, state and federal regulations or laws. Contractor will assume responsibility and liability for the use of all chemical controls. Pests and diseases to include, but not limited to, all insects, mites and other harmful organisms. Chemical controls to include necessary use of herbicides and plant growth regulators. Pests may be controlled by mechanical means, as well as chemicals. io Sierra Landscape Inc. - Gateway Landscape Maintenance Agreement 11. Clean Up The Contractor shall be responsible for keeping the entire area, including hardscape areas, free of debris such as papers, bottles, cans, glass, dirt, etc. Debris shall be removed Monday, Wednesday and Friday each week. Contractor shall be responsible for trash removal from the sites. Contractor shall remove all debris resulting from the maintenance operations and dispose of it off-site. All debris resulting from any of the Contractor's operations shall be removed and disposed of legally at the Contractor's expense. No debris will be allowed to remain at the end of the work day. All travelways shall be kept clean and care shall be taken not to create unnecessary hazards to the travelway. Trash cans are to be emptied during each site visit. 12. Irrigation System Operation The water schedule will be established and programmed by the Contractor's landscape maintenance supervisor. Application rates will be based on the amount the planting areas are capable of receiving without excessive runoff. The irrigation system's schedule shall be monitored and adjusted accordingly to maintain efficient use of water being applied. In determining rates of application, soil type, topography and weather conditions will be. taken into consideration. The project is equipped with an automatic system which provides for repeat cycles. Applying water over short periods of time will allow for proper infiltration and thereby minimize runoff. The Contractor shall designate a representative who shall be responsible for performing the irrigation controller check. Contractor shall turn off all controllers when it is unnecessary to irrigate due to adequate rainfall. As a minimum, all irrigation controllers shall be monitored one day per week (mutually agreed upon by the City and Contractor). Controllers shall be checked in the presence of the City's representative. Sprinkler heads shall be kept clear of overgrowth which may obstruct maximum operation. Contractor will avoid manual activation of automatic valves. Contractor will keep system in operation by valve or head adjustment to keep all systems operating at manufacturer's recommended operating pressures. This shall be accomplished by valve throttling and pressure gauge. Sierra Landscape Inc. - Gateway Landscape Maintenance Agreement Contractor will be responsible for hand watering any areas not provided with an irrigation system, or any area resulting from the physical breakdown of the irrigation system. The entire irrigation system shall be checked weekly to ensure that the drip emitters, valves, and controllers are fully operational. Maintenance The Contractor shall be responsible for the cost of cleaning, repair, adjustment and replacement of all irrigation system components, excluding backflow preventers. The Contractor shall be responsible for the cost of cleaning, repair, adjustment and replacement of all items listed in the foregoing paragraphs in addition to the following: Plastic Pipe Plastic Pipe Fittings Galvanized Steel Pipe Galvanized Steel Fittings Remote Control Valve Wiring Remote Control Valves Manual Control Valves Quick Coupler Valves Sprinkler Heads Valve Boxes Replacement of any item shall be with an item of identical design, unless otherwise specified in writing by the Engineer. The Contractor shall inspect and examine the sprinkler system while water is on weekly. Any part of the system not functioning normally shall immediately be cleaned, adjusted, repaired or replaced. The Contractor shall be responsible for adjusting height of sprinkler risers necessary to compensate for plant material growth. Automatic controllers will be kept locked at all times. Schedule of Fees Landscape maintenance to be performed in accordance with the above Scope of Services: Landscape Maintenance 9 Months @ $1,870/Month $16,830.00 - End of Section - 12 Sierra Landscape Inc. - Gateway Landscape Maintenance Agreement EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 13 Sierra Landscape Inc. - Gateway Landscape Maintenance Agreement EXHIBIT"B" INSURANCE AMOUNTS Prior to commencing any Work, all contractors, vendors and service providers shall procure and maintain, at their own cost and expense for the duration of their contract with the City, appropriate insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work or services. The types of insurance required and the coverage amounts are specified below: A. Minimum Scope of Insurance Required 1. General Liability Insurance is required whenever the City is at risk of third-party claims which may arise out of work or presence of a contractor, vendor and service provider on City premises. At a minimum this policy shall: • be written on a per occurrence basis; and • include products and completed operations liability, independent contractors liability, broad form contractual liability, and cross liability protection. 2. Automobile Liability Insurance is required only when vehicles are used by a contractor, vendor or service provider in their scope of work or when they are driven off-road on City property. Compliance with California law requiring auto liability insurance is mandatory and cannot be waived. At a minimum this policy shall: • be written on a per occurrence basis; and • include coverage for Bodily Injury and Property Damage, Owned, Non-owned and Hired Vehicles; and • include coverage for owned, non-owned, leased and hired vehicles. If an automobile is not used in connection with the services provided by the contractor, vendor or service provider, a written request to waive this requirement should be made to the City's Risk Manager. 3. Workers' Compensation and Employer's Liability Insurances is required for any contractor, vendor or service provider that has any employees at any time during the period of this contract. Contractors with no employees must complete a Request for Waiver of Workers' Compensation Insurance Requirement form available from the City's Risk Manager. At a minimum, this policy shall: • provide statutory requirements of the State of California; and • include$1,000,000 Employer's Liability. B. Minimum Limits of Insurance Coverage Required $1 Million per Occurrence/$2 Million Aggregate Umbrella excess liability may be used to reach the limits stated above. C. General Standards for Insurance Policies All insurance policies shall meet the following standards: 1. Insurance carrier is to be placed with duly licensed or approved non-admitted insurers in the state of California. 2. Insurers must have a Best's rating of B+, Class VII, or higher (this rating includes those insurers with a minimum policyholder's surplus of$50 Million to$100 Million). Exceptions to the Best's rating may be considered when an insurance carrier meets all other standards and can satisfy surplus amounts equivalent to a B+, Class VII rating. 14 Sierra Landscape Inc. - Gateway Landscape Maintenance Agreement 3. Certificate must include evidence of the amount of any deductible or self-insured retention under the policy. D. Verification of Insurance Coverage All individuals, contractors, agencies, and organizations conducting business for the City shall provide proof of insurance by submitting one of the following: (1) an approved General and/or Auto Liability Endorsement Form for the CitZ of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees and agents are named as an additional insured" ("as it relates to a specific contract" or "for any and all work performed with the City" may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have" ("as it relates to a specific contract" or "for any and all work performed with the City" maybe included in this statement). See Example A below. As an alternative to the non-contributory endorsement, the City will accept a waiver of subrogation endorsement on the General Liability policy. At a minimum, this endorsement shall include the following language: "This insurance company agrees to waive all rights of subrogation against the City of Palm Springs, its officers, officials and employees for losses paid under the terms of this policy which arise from the work performed by the named insured for the City." 3. "The insurance afforded by this policy shall not be cancelled except after thirty days prior written notice by certified mail return receipt requested has been given to the City." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. See Example B below. The Workers' Compensation and Employer's Liability policies shall contain waiver of subrogation clause in favor of City, its elected officials, officers, employees, agents and volunteers. See Example C below. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policy. All certificates and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of works hall not waiver the contractor's obligation to provide them. E. Acceptable Alternatives to Insurance Industry Certificates of Insurance The City will accept either a CG 20 10 10 01 or a CG 20 33 10 01 (or some form specific to a particular insurance company that has similar wording) as long as the form is accompanied by a CG 20 37 10 01. In addition, the City will accept the following: • A copy of the full insurance policy which contains a thirty (30) days' cancellation notice provision (ten (10) days for non-payment of premium) and additional insured and/or loss-payee status, when appropriate,for the City. • Binders and Cover Notes are also acceptable as interim evidence for up to 90 days from date of approval 15 Sierra Landscape Inc. - Gateway Landscape Maintenance Agreement F. Endorsement Language for Insurance Certificates Example A: THE INSURANCE SHALL BE PRIMARY WITH RESPECT TO THE INSURED SHOWN IN THE SCHEDULE ABOVE, OR IF EXCESS, SHALL STAND IN AN UNBROKEN CHAIN OF COVERAGE EXCESS OF THE NAMED INSURED'S SCHEDULED UNDERLYING PRIMARY COVERAGE. IN EITHER EVENT, ANY OTHER INSURANCE MAINTAINED BY THE INSURED SCHEDULED ABOVE SHALL BE IN EXCESS OF THIS INSURANCE AND SHALL NOT BE CALLED UPON TO CONTRIBUTE WITH IT. Example B: SHOULD ANY OF THE ABOVE-REFERENCED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS* WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NIO GRI 1GATt��R LtA LITr9F ANY--KIND UP-0- .l-THE INJ��I-IRMD Imo.-Ar€N-TS QR l7CPOCL`CHITATI\/CC *The broker/agent can include a qualifier stating "10 days notice for nonpayment of premium." Example C: IT IS UNDERSTOOD AND AGREED THAT THE COMPANY WAIVES THE RIGHT OF SUBROGATION AGAINST THE ABOVE ADDITIONAL INSURED(S), BUT ONLY WITH RESPECT TO THE JOB OR PREMISES DESCRIBED IN THE CERTIFICATE ATTACHED HERETO. G. Alternative-Programs/Self-Insurance Under certain circumstances, the City may accept risk financing mechanisms such as Risk Retention Groups, Risk Purchasing Groups, off-shore carriers, captive insurance programs and self-insurance programs as verification of insurance coverage. These programs are subject to separate approval once the City has reviewed the relevant audited financial statements and made a determination that the program provides sufficient coverage to meet the City's requirements. The City has recently joined SPARTA (Service Providers & Artisans Trade Activities Program) to accommodate smaller contractors and service providers who have difficulty in meeting the City's insurance requirements. The SPARTA Program offers a general liability program that provides the $1 million limit and, upon request, will also provide auto insurance with the $1 million limit (only in conjunction with the purchase of general liability insurance). SPARTA is only available during the time your company is under contract with the City. Insurance is provided on a per project basis and is overseen by the Municipality Insurance Services, Inc. Essex Insurance Company provides coverage and is a B+ rated company. There is a 24-hour response time and coverage is immediate. A quote may be obtained by calling 1-800-420-0555 or online at www.2sparta.com. Type of work covered: lb Sierra Landscape Inc. - Gateway Landscape Maintenance Agreement A. Personal services contracts; B. General contractors and their subcontractors(certain specialty trades excluded); C. Contractors; and D. Providers of goods. H. Waiver of Modification of the Insurance Reauirements Any waiver or modification of the insurance requirements can only be made by the City's Risk Manager or designee at City's discretion. If you do not believe that the insurance requirements apply to you (e.g., you do not have employees and therefore are not subject to the State workers' compensation insurance requirements; you do not drive an automobile in connection with the services you provide to the City; professional liability or errors and omissions liability insurance is not available for the type of services you are performing, etc.), please submit a written request for waiver or modification of the insurance requirements and the reasons underlying your request to the Risk Manager. All requests for waiver or modification will be reviewed and a final determination rendered by the Risk Manager. END OF SECTION 17 Sierra Landscape Inc. - Gateway Landscape Maintenance Agreement