Item No.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
BY: MATTHEW BAUMGARDNER, DIRECTOR OF PUBLIC WORKS/CITY
ENGINEER
DATE: JULY 25, 2023
SUBJECT: TELEGRAPH ROAD ON-STREET LANDSCAPE MAINTENANCE SERVICES
AGREEMENT BETWEEN THE CITIES OF DOWNEY AND PICO RIVERA
EXECUTIVE SUMMARY
The Cities of Downey and Pico Rivera recently completed the second phase of a joint street improvement project along Telegraph Road between the west city limit and Lakewood Boulevard-Rosemead Boulevard and between Passons Boulevard and the east city limit. The City Council will consider approving an On-Street Landscape Maintenance Services agreement with the City of Pico Rivera to establish maintenance responsibilities along the Telegraph Road corridor.
RECOMMENDATION
That the City Council:
1. Approve the On-Street Landscape Maintenance Services agreement with the City of Pico Rivera;
2. Authorize the Mayor to execute the agreement; and
3. Authorize the City Manager to execute any and all amendments to the agreement as deemed necessary.
BACKGROUND
In 2013, the City completed a joint project with the City of Pico Rivera for the Telegraph Road Traffic Throughput and Safety Enhancements (Phase 1), involving the construction of raised landscaped median islands and rehabilitation of existing pavement along Telegraph Road between Lakewood Boulevard/Rosemead Boulevard and Passons Boulevard as well as traffic signal upgrades at the Serapis Avenue and Passons Boulevard intersections. The City of Pico Rivera was the lead agency for the Phase 1 project.
APPROVED BY
CITY MANAGER
APPROVE ON-STREET LANDSCAPE MAINTENANCE SERVICES
AGREEMENT WITH THE CITY OF PICO RIVERA
JULY 25, 2023
PAGE 2
In December 2022, the City completed another joint project with the City of Pico Rivera for Phase 2 of the Telegraph Road Traffic Throughput and Safety Enhancements project, involving construction of raised landscaped median islands and rehabilitation of existing pavement along Telegraph Road between the west City limit and Lakewood Boulevard/Rosemead Boulevard and between Passons Boulevard and the east City limit as well as traffic signal upgrades at the Birchbark Avenue and True Avenue intersections.
The City of Downey was the lead agency for the Phase 2 project.
Since the boundaries between the cities of Pico Rivera and Downey coincides with the Telegraph Road centerline , there is no existing cooperative agreement currently in place between theCities to define the landscape maintenance responsibilities along the Telegraph Road corridor between the west City limit at the Rio Hondo Channel and the east City limit at the San Gabriel River nor determination of which agency is the designated lead agency when landscape maintenance improvements or repairs are necessary. In addition, no instrument currently defines the cost-sharing percentages among the two agencies when landscape maintenance expenditures along the Telegraph Road corridor are necessary for such improvements or repairs . The location of the Telegraph Road corridor is depicted in Attachment A.
ANALYSIS
A cooperative landscape maintenance services agreement (Attachment B) has been prepared to outline the responsibilities for the landscape maintenance along the Telegraph Road corridor. The agreement specifies the City of Downey as the lead agency for routine and extraordinary landscape maintenance and tree trimming service on the designated Telegraph Road corridor medians and parkways between the west City limits and the east City limits. The routine landscape maintenance occurs at least monthly and includes those tasks identified in the Professional Services Agreement with the City of Downey’s Service Provider for Citywide On-Street Landscape Maintenance Services.
The median tree trimming maintenance occurs periodically and includes those tasks identified in the Professional Services Agreement with the City of Downey’s Service Provider for Citywide Tree Trimming Maintenance Services. The cooperative landscape maintenance services agreement also includes provisions for energy costs charged by Southern California Edison (“SCE”) for energy consumed and water costs charged by the City of Pico Rivera for water consumed by the existing landscape irrigation systems along the Telegraph Road corridor.
The financial responsibilities for routine landscape maintenance on the median islands and parkways, extraordinary maintenance, and periodic tree trimming on the median islands, energy, and water costs will be split equally between the two agencies, with Downey’s share being fifty percent (50%) and Pico Rivera’s share being fifty percent (50%). The cost for extraordinary maintenance on the parkways, frontage roads, side street medians, and the cost for parkway tree trimming specifically within each City’s jurisdiction along the Telegraph Road corridor will be paid one hundred percent (100%) by each respective agency.
APPROVE ON-STREET LANDSCAPE MAINTENANCE SERVICES
AGREEMENT WITH THE CITY OF PICO RIVERA
JULY 25, 2023
PAGE 3
Staff Recommends the approval of the agreement. The agreement term, once commenced, shall remain in effect until it is terminated for any reason by either agency, in writing, with at least thirty days advance notice.
CITY COUNCIL PRIORITIES
Efficiency & Adaptability
Quality of Life, Safety & Infrastructure
FISCAL IMPACT
The City of Downey will be responsible for 50% of the cost of routine landscape maintenance on the median islands and parkways, extraordinary maintenance, and periodic tree trimming on the median islands, energy and water costs, or any other activity involving landscape maintenance expenditures along the Telegraph Road corridor.
Approximately $485,000 is budgeted annually in the Public Works Operating Budget to fund the citywide landscape maintenance expenditures.
ATTACHMENTS
Attachment A: Location Map
Attachment B: On-Street Landscape Maintenance Services Agreement
ATTACHMENT A
AGREEMENT BETWEEN
THE CITY OF DOWNEY AND THE CITY OF PICO RIVERA
FOR ON-STREET LANDSCAPE MAINTENANCE SERVICES
THIS AGREEMENT FOR ON-STREET LANDSCAPE MAINTENANCE SERVICES (“Agreement”) is made between the City of Downey, a municipal corporation and charter city (“Downey”), and City of Pico Rivera, a municipal corporation (“Pico Rivera”). (Downey and Pico Rivera are sometimes referred to herein as “Cities” or “Agencies”).
In consideration of the mutual covenants and conditions set forth herein, the Cities agree as follows:
1. TERM
This Agreement shall become effective as of July 25, 2023 and shall remain and continue in effect until it is terminated for any reason by either party in writing with at least thirty (30) days advance notice.
2. SERVICES
Downey will use both its contracted on-street landscape maintenance service provider for both routine and extraordinary landscape maintenance and tree trimming service provider for tree trimming maintenance (“Downey’s Service Providers”) on the designated Telegraph Road corridor medians and parkways between the west city limits and the east city limits as identified in Exhibit “A”.
As used in this Agreement, “routine maintenance” occurs at least monthly and includes those tasks identified in the Professional Services Agreement between Downey and Downey’s Service Provider for Citywide On-Street Landscape Maintenance Services (“Downey’s Service Agreements”), attached hereto as Exhibit “B”.
As used in this Agreement, “extraordinary maintenance” is additional or extra work as described in Downey’s Service Agreements, attached hereto as Exhibit “B”.
As used in this Agreement, “tree trimming maintenance” occurs periodically and includes those tasks identified in the Professional Services Agreement between Downey and Downey’s Service Provider for Tree Trimming Maintenance Services (“Downey’s Service Agreements”) attached hereto as Exhibit “C”.
As used in this Agreement, “energy costs” include all costs charged by Southern California Edison (“SCE”) for energy consumed during the use of the landscape irrigation systems and as measured by the SCE meter through which the energy flows, and any other costs charged by SCE related to the use of the landscape irrigation systems and billed during its regular invoicing for said energy.
As used in this Agreement, “water costs” include all costs charged by Pico Rivera for water consumed during the use of the landscape irrigation systems and as measured
ATTACHMENT B
by the Pico Rivera water meters through which the water flows, and any other costs charged by Pico Rivera related to the use of the landscape irrigation systems and billed during its regular invoicing for said water.
3. PERFORMANCE
Downey and Pico Rivera shall at all times faithfully, competently, and to the best of their ability, experience, and talent, work cooperatively for the execution and implementation of this Agreement. Downey’s Service Providers shall fulfill Downey’s responsibilities pursuant to this Agreement. When extraordinary maintenance is required, which is the financial responsibility of Pico Rivera pursuant to Section 6 of this Agreement, if Downey’s Service Provider suggests more than one alternative course of action to effect the needed maintenance, then Downey shall consult with Pico Rivera regarding the course of action to be taken.
4. MANAGEMENT OF THIS AGREEMENT
Downey’s Director of Public Works or his designee shall represent Downey in all matters pertaining to the administration of this Agreement. Pico Rivera’s Director of Public Works shall represent Pico Rivera in all matters pertaining to the administration of this Agreement. Each of the foregoing individuals are referred to individually as the “Contract Administrator” and collectively as the “Contract Administrators.” Downey’s Contract Administrator shall review and, as applicable (such as when specialized services that are not contemplated by this agreement are performed by Downey’s Service Providers), consult with Pico Rivera’s Contract Administrator, regarding the services performed and invoices submitted by Downey’s Service Providers.
5. PAYMENT
Downey’s Service Providers will submit monthly invoices to Downey for reimbursement of routine maintenance services. SCE will invoice Downey for reimbursement for energy costs. Extraordinary maintenance costs performed by Downey’s Service Providers will be invoiced to Downey for reimbursement.
Pico Rivera will submit monthly invoices to Downey for reimbursement of water consumed during the use of the landscape irrigation systems along the Telegraph Road corridor.
Downey will then submit one combined quarterly invoice to Pico Rivera for their share of routine maintenance services and energy charges based on the cost sharing ratios in Section 6 of this Agreement, for their share of the cost of extraordinary maintenance and a credit for the water consumed. Pico Rivera will make payment within sixty days (60) after receipt of each invoice from Downey.
6. COST SHARING: MAINTENANCE/REPAIR, ENERGY AND WATER
Cost sharing for routine on-street landscape maintenance costs between Downey and Pico Rivera for routine maintenance (excluding tree trimming, energy and
extraordinary maintenance costs) of the designated medians and parkways on Telegraph Road corridor from the west city limits to the easterly city limits will be shared between the two agencies with Downey’s share being fifty percent (50%) and Pico Rivera’s share being fifty percent (50%).
The entire cost of extraordinary maintenance on the median islands for the Telegraph Road corridor, including labor and equipment, will be shared between the two agencies in accordance with the maintenance cost sharing provision above, with Downey’s share being fifty percent (50%) and Pico Rivera’s share being fifty percent (50%). The cost for extraordinary maintenance on the parkways, frontage road and side street medians within each City along the Telegraph Road corridor will be paid one hundred percent (100%) by each respective agency.
The entire cost of median island tree trimming maintenance for the Telegraph Road corridor, including labor and equipment, will be shared between the two agencies in accordance with the maintenance cost sharing provision above, with Downey’s share being fifty percent (50%) and Pico Rivera’s share being fifty percent (50%). The cost for parkway and frontage road tree trimming maintenance within each City along the Telegraph Road corridor will be paid by each respective agency.
Costs for energy to power the landscape irrigation systems on the Telegraph Road corridor will be shared evenly between the two Agencies with Downey’s share being fifty percent (50%) and Pico Rivera’s share being fifty percent (50%).
Costs for water to supply the landscape irrigation systems on the Telegraph Road corridor will be shared evenly between the two Agencies with Downey’s share being fifty percent (50%) and Pico Rivera’s share being fifty percent (50%).
7. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
(a) Downey or Pico Rivera may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the other party at least thirty (30) days prior written notice. If any party suspends or terminates a portion of the Agreement, then such suspension or termination shall not make void or invalidate the remainder of this Agreement.
(b) In the event this Agreement is terminated pursuant to this Section, Downey shall pay to Downey’s Service Provider its actual value of the work performed up to the effective date of termination. Downey will then submit one final invoice to Pico Rivera based on the cost sharing ratios in Section 6 of this Agreement. Upon termination of the Agreement pursuant to this Section, Downey’s Service Provider will submit invoices to Downey for final reimbursement pursuant to Section 5.
8. DEFAULT OF DOWNEY OR PICO RIVERA
(a) Downey’s or Pico Rivera’s failure to comply with the provisions of this Agreement shall constitute a default. In the event Downey or Pico Rivera is in default for cause under the terms of this Agreement, and upon expiration of the cure period, if
applicable, in Section 8(b), Downey shall notify service provider of same and shall have no obligation or duty to continue compensating on-street landscape maintenance service provider for any work performed for Pico Rivera, as applicable, after the date of default and can terminate this Agreement per this Section 8(a).
(b) If Downey’s City Manager, or his designee, determines Pico Rivera is in default in the performance of any of the terms of this Agreement, then he shall cause to be served upon Pico Rivera a written notice of the default. Pico Rivera shall have thirty (30) days after service upon it of said notice in which to cure the default by rendering a satisfactory payment. In the event that Pico Rivera fails to cure its default within such period of time, Downey shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled under this Agreement.
9. OWNERSHIP OF DOCUMENTS
(a) Downey’s Service Provider shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information that relates to the performance of Downey’s Service Provider under this Agreement. Downey shall receive from Downey’s Service Provider adequate records of services provided in sufficient detail to permit an evaluation of services for each billing cycle. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Downey’s Service Provider shall provide free access to the representatives of Downey or its designees at reasonable times to such books and records; shall permit Downey to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Pico Rivera may request back-up documentation from Downey to support the cost allocations in this Agreement.
(b) Upon expiration of this Agreement, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, surveys, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of Downey as applicable.
10. INDEMNIFICATION
(a) The City of Downey shall require any Service Providers performing work contemplated under this Agreement to i) indemnify the City of Pico Rivera for all work performed by the Service Providers; and ii) name the City of Pico Rivera, its officers, agents, and employees, as additional insureds in the Service Providers’ insurance policies.
Any Service Providers shall be required to show proof of these two requirements prior to commencing any work in the City of Pico Rivera or on property owned by the City of Pico Rivera.
(b) Neither Downey, nor any officer or employee of Downey (hereinafter referred to in this section as “Downey”), shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of Pico Rivera, or any of its officers,
employees or agents (collectively referred to in this section as “Pico Rivera”) under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of Pico Rivera under this Agreement. It is also understood and agreed, pursuant to Government Code Section 895.4, Downey shall fully indemnify, defend, and hold harmless Pico Rivera from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of any acts or omissions on the part of Downey under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of Downey in this Agreement.
(c) Neither Pico Rivera, nor any officer or employee of Pico Rivera, shall be responsible for any damage or liability occurring by reason of any acts or omissions on the part of Downey under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of Downey under this Agreement. It is also understood and agreed, pursuant to Government Code Section 895.4, Pico Rivera shall fully indemnify, defend, and hold harmless Downey from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of any acts or omissions on the part of Pico Rivera under or in connection with any work, authority, or jurisdiction delegated to or determined to be the responsibility of Pico Rivera in this Agreement.
(d) In contemplation of the provisions of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an Agreement (as defined in Section 895 of said Code), each of Cities, pursuant to the authorization contained in Sections 895.4 and 895.6 of said Code, will assume the full liability imposed upon it or any of its officers, agents, or employees by law for injury caused by any act or omission occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code. To achieve the above-stated purpose, each of Cities indemnifies and holds harmless the other party for any liability, cost, or expense that may be imposed upon such other party solely by virtue of said Section 895.2. The provisions of Section 2778 of the California Civil Code are made a part hereof as if incorporated herein.
11. INDEPENDENT CONTRACTOR
(a) Downey’s Service Agreement shall provide that Downey’s Service Provider is and shall at all times remain as to Downey a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Downey’s Service Provider shall at all times be under Downey’s Service Provider’s exclusive direction and control. Neither Downey nor any of its officers, employees, or agents shall have control over the conduct of Downey’s Service Provider or any of Downey’s Service Provider’s officers, employees or agents, except as set forth in Downey’s Service Agreements.
Downey’s Service Provider shall not, at any time or in any manner, represent Downey or Pico Rivera or any of their respective officers, employees, or agents in any manner.
Downey’s Service Provider shall not incur or have the power to incur any debt, obligation, or liability whatsoever on behalf of Downey or Pico Rivera, or bind Downey or Pico Rivera in any manner.
(b) Downey’s Service Agreement shall provide that no employee benefits shall be available to Downey’s Service Provider in connection with the performance of this Agreement. Except for the fees paid to Downey’s Service Provider as provided in the Agreement, Downey shall not pay salaries, wages, or other compensation to Downey’s Service Provider for performing services hereunder for Downey. Neither Pico Rivera nor Downey shall be liable for compensation or indemnification to Downey’s Service Provider for injury or sickness arising out of performing services hereunder.
12. LEGAL RESPONSIBILTIES
Downey and Pico Rivera shall keep themselves informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the relationship created pursuant to this Agreement. Downey and Pico Rivera shall at all times observe and comply with all such laws and regulations. Neither Pico Rivera nor Downey, or their respective officers and employees, shall be liable at law or in equity occasioned by failure of the other to comply with any Section of this Agreement.
13. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of Downey or Pico Rivera, or their designees or agents, and no public official who exercises authority over responsibilities with respect to this Agreement during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed associated with this Agreement.
14. NOTICES
Any notices which either party may desire or are required to give to the other party under this Agreement must be in writing and may be given either by 1) personal service; 2) delivery by a reputable document delivery service, such as, but not limited to, Federal Express, which provides a receipt showing date and time of delivery; or 3) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as the party may later designate by notice.
To Downey: City of Downey
Attention: Roger Bradley, City Manager
11111 Brookshire Avenue
Downey, CA 90241-7016
(562) 904-7284
To Pico Rivera: City of Pico Rivera
Attention: Steve Carmona, City Manager
6615 Passons Boulevard
Pico Rivera, CA 90660
(562) 801-4371
15. ASSIGNMENT
Neither Downey nor Pico Rivera shall assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior consent of the other City.
16. GOVERNING LAW
Downey and Pico Rivera understand and agree the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the state or federal district court with jurisdiction over the City of Downey.
17. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.
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Exhibit “A”
TELEGRAPH ROAD CORRIDOR MEDIANS AND PARKWAYS LIST
CATEGORY I - MEDIANS
Site # Description Location/Limits
M-15.01 Telegraph Rd. West City Limit to 475’ E/O West City Limit (Metro Dwy.) M-15.02 Telegraph Rd. 535’ E/O West City Limit (Metro Dwy.) to Industry Ave.
M-15.03 Telegraph Rd. Industry Ave. to W/O Tweedy Ln.
M-15.04 Telegraph Rd. Tweedy Ln. to Lowman Ave.
M-15.05 Telegraph Rd. Lowman Ave. to Paramount Blvd.
M-15.06 Telegraph Rd. Paramount Blvd. to Fernadel Ave.
M-15.07 Telegraph Rd. Fernadel Ave. to Birchbark Ave.
M-15.08 Telegraph Rd. Birchbark Ave. to Stamps Rd.
M-15.09 Telegraph Rd. Stamps Rd. to Manzanar Ave.
M-15.10 N/S Telegraph Rd. Northerly Median at Manzanar Ave.
M-15.11 N/S Telegraph Rd. Northerly Median at Lexington-Gallatin Rd.
M-15.12 S/S Telegraph Rd. Southerly Median at Lindell Ave.
M-15.13 Telegraph Rd. W/O Arrington Ave. North
M-15.14 Telegraph Rd. Arrington Ave. North to Arrington Ave. South M-15.15 Telegraph Rd. Arrington Ave. South to Serapis Ave.
M-15.16 Telegraph Rd. Serapis Ave. to Chaney Ave.
M-15.17 Telegraph Rd. Chaney Ave. Intersection
M-15.18 Telegraph Rd. Chaney Ave. to W/O Passons Blvd.
M-15.19 Telegraph Rd. Passons Blvd. to Cord Ave.
M-15.20 Telegraph Rd. Cord Ave. to Hasty Ave.
M-15.21 Telegraph Rd. Hasty Ave. to Klinedale Ave.
M-15.22 Telegraph Rd. Klinedale Ave. to True Ave.
M-15.23 Telegraph Rd. True Ave. to Pico Vista Rd.
TELEGRAPH ROAD CORRIDOR MEDIANS AND PARKWAYS LIST
CATEGORY II - PARKWAYS
Site # Description Location/Limits
P-24.01 S/S Telegraph Rd. Rio Hondo River (West City Limit) to Metro Driveway Entrance P-24.02 S/S Telegraph Rd. Metro Driveway Entrance to Industry Ave.
P-24.03 N/S Telegraph Rd. W/O Crider Ave. to Paramount Blvd.
P-24.04 N/S Telegraph Rd. Alley W/O to Elmont Ave. to Fernadel Ave.
P-24.05 N/S Telegraph Rd. Fernadel Ave. to End E/O Fernadel Ave.
P-24.06 S/S Telegraph Rd. West End of Frontage Rd. to Passons Blvd.
P-24.07 N/S Telegraph Rd. Hasty Ave. to East End of Frontage Rd.
P-24.08 N/S Telegraph Rd. W/O Songfest Dr. to Klinedale Ave.
P-24.09 S/S Telegraph Rd. Songfest Dr. to True Ave.
P-24.10 N/S Telegraph Rd. True Ave. to San Gabriel River (East City Limit) P-24.11 S/S Telegraph Rd. Pico Vista Rd. to San Gabriel River (East City Limit)
H:\Pubworks\CAPIMP\CIP16-05 Telegraph Rd Medians (Lakewood-WCL & Passons-ECL)\Misc\LS Agmt w Pico Rivera\Locations of On-Street LS Maint Svcs w- Pico Rivera.docx
AGREEMENTFOR
CITYWIDE ON -STREET LANDSCAPE MAINTENANCE SERVICES
THIS AGREEMENT for Citywide On -Street Landscape Maintenance Services Agreement") is made this 25 th day of August, 2020, between the City of Downey, a municipal corporation and charter city, hereinafter referred to as "City", and Landscape West Managemeni Services, Inc., a California Corporation hereinafter referred to as "Service Provider" and collectively referred to herein as the "parties".
WHEREAS, City is a municipal corporation and charter city organized and existing pursuant to the City Charter and the Constitution of the State of California; and, WHEREAS, City desires to engage the services of the Service Provider to provide Citywide On -Street Landscape Maintenance Services and to render its services on the terms and conditions provided in this Agreement; and,
WHEREAS, City advertised for Citywide On -street Landscape Maintenance Services and Service Provider was selected through a competitive process; and, WHEREAS, Service Provider is a qualified landscape maintenance company, possessing a valid State of California contractor's license (Classification C27 "Landscaping") and desires to render Citywide On -Street Landscape Maintenance Services (referred to herein as the "Services" or "Scope of Workor "Citywide On -Street Landscape Maintenance Services") for the City as provided herein; and, WHEREAS,
Service Provider further warrants that it is experienced and capable of performing the tasks hereunder in a professional and competent manner. NOW, THEREFORE, City hereby engages the services of the Service Provider, and in consideration of the mutual promises herein contained, the parties agree as follows: I0 1141 =1111 'fell :1 :0 ie!
Ae_rr1r_e_TrI I T-eFpcT t7e7i 7, =F N The
Citywide On -Street Landscape Maintenance Services as described herein shall commence when City, acting by and through its Contract Administrator, has issued a written Notice to Proceed.
The Citywide On -Street Landscape Maintenance Services shall be diligently prosecuted to completion within the schedules specified in this Agreement. The Initial Term of this Agreement shall be from October 1, 2020 to September 30, 2022, unless earlier terminated as provided herein. Service Provider shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. City reserves the right to extend the term ("Extended Term") annually for a maximum of three (3) one- year periods, commencing October 1, 2022 and ending September 30, 2025, subject to City Manager approval.
1.3. DEFINITIONS
The following words shall have the following meanings:
A. City
B. Contract Administrator
C. Service Provider
D. Superintendent
The City of Downey, California
Director of Public Works or his/her designee.
Landscape West Management Services, Inc.
The Service Provider's designated field
representative
E. Scope of Work/Fee Schedule EXHIBIT A of this document indicating the scope of work and compensation for which Service
Provider will perform the services described in this
Agreement.
F. Maintained Areas The public areas to be maintained within the City, as shown and described in EXHIBIT C of this
Agreement.
G. Green Waste Disposal Site City of Downey Maintenance Services Yard located at 12324 Bellflower Blvd., Downey, CA
90242
2. SCOPE OF SERVICES
2.1. GENERAL CONDITIONS
The following general conditions detail the basic program requirements and services to be provided under this Agreement:
Control and Pavment of Subordinates: Independent Contractor. The Services shall be performed by Service Provider or under its supervision. Service Provider will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Service Provider on an independent contractor basis and not as an employee. Service Provider retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Service Provider shall also not be employees of City and shall at all times be under Service Provider's exclusive direction and control. Service Provider shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Service Provider shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
In the event that Service Provider or any employee, agent, or subcontractor of Service Provider providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CaIPERS) to be eligible for enrollment in CalPERS as an employee of City, Service Provider shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Service Provider or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
M41IIIIIIII U 4 0 101 V J1 F-3 0 M
Service Provider shall, at its own cost and expense, furnish all labor, materials, tools, equipment and incidentals necessary to complete the Scope of Work described in this Agreement. All work shall be subject to the approval of the Contract Administrator, or his/her designee.
Standard of Care; Performance of Employees. Service Provider shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Service Provider represents and maintains that it is skilled in the professional calling necessary to perform the Services. Service Provider warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Service Provider represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement.
Service Provider shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Service Provider's failure to comply with the standard of care provided for herein.The Service Provider shall correct at its own expense any part of the work that has been improperly executed within 24 hours of notification by City. Failure to respond and correct a deficiency within an acceptable time frame shall subject Service Provider to a penalty pursuant to Section 3.5.5of this Agreement. Additionally, if Service Provider refuses or neglects to correct such defective work, it may be corrected by the City at the expense of the Service Provider, plus 15% for overhead expenses.
O-W
A. City's Representative
Contract Administrator
The City hereby designates the Director of Public Works or his or her designee as City's Contract Administrator, and shall act as City's representative for the performance of this Agreement ("City's
Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Service Provider shall not accept direction or orders from any person other than the City's Representative or his or her designee.
B. Service Provider's Representative
I Service Provider hereby designates Armando Esquivel, Supervisor or his designee, to act as Service Provider's representative for the performance of this Agreement ("Service Provider's Representative"). Service Provider's Representative shall have full authority to represent and act on behalf of the Service Provider for all purposes under this Agreement. The Service Provider's Representative shall supervise and direct the Scope of Work, using his best professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Scope of Work under this Agreement.
2. Superintendent
Service Provider shall be required to designate a Superintendent to represent Service Provider in connection with the Scope of Work under this Agreement. Service Provider shall provide the name, title and contact information of the Superintendent to the City's Representative at the time of execution of this Agreement. The Superintendent must be knowledgeable with all aspects of this Agreement, and can effectively communicate with City's Representative regarding the requirements under this Agreement. Instructions and information given by the City's Representative to the Service Providers Superintendent pertaining to the obligations under this Agreement shall be considered as having been given to the Service Provider.
i) Superintendent will be the Service Provider's primary contact person for communication with the City. The Superintendent shall meet with the City as necessary to effectuate the purposes of the Agreement, and must be available to respond to inquiries, job walks and inspections of the maintained areas as required. ii) Superintendent shall not change without prior written notification of the City, excluding cases of termination of the employee. iii) Superintendent shall have at least five (5) years' experience in the management of recurring landscape maintenance services for municipal government entities.
iv) Superintendent shall have demonstrated competence in the diligent prosecution of recurring landscape maintenance operations, mobilization of labor, materials and equipment resources, scheduling work, training staff.
0 Superintendent must be able toanticipate, direct and monitor the progress cfrecurring maintenance activities, oversee the performance ofall assigned staff and subcontractors and be responsible for ensuring that all work is completed to the satisfaction of the
Director of Public Works Or his/her designee. Vi) Superintendent shall beonsite for ominimum offifteen M6\hours per week. vii\ Superintendent shall possess the following
qualities: 1) Knowledge ofall phases oflandscape maintenance, including cultural practices, pest control and irrigation, Knowledge ofplant names, tools and machines ofthe trade
3) Ability toread construction plans, irrigation plans and maps
4) Strong managerial, organization and scheduling skills 5) Proficiency in use of Microsoft Office software, particularly K88Outlook, Word and Excel programs. 3. Foremon/Leadworher Aresponsible Foreman orLeadmorhermust beable to effectively communicate with City's Representative
regarding the Scope of Work and shall represent the
Service Provider's work crew at each location where the Scope ofWork isinprogress. 4. Irrigation Specialist Service Provider shall maintain on staff an irrigation specialist with demonstrated competency,
knowledge and experience
inthe use, pnJgnannnning, tnJub|eshocting, maintenance and repair ofall stand- alone and centralized irrigation controllers used by City, including R|ginbird. Tonl, Huntar, Sterling, C)|C3/Leit. | rritno|and Ca|eenoebrands. i) Irrigation Specialist ohaUhavegdh*eetfive0Bveare experience in the diagnosis, repair,nap|ocen1ent and installation ofall irrigation system components, including controllers, wiring and connections, mainlines, backflmxvprevention devices, control valves, master valves, flow sensors, pressure regulators, etc. ii) Irrigation Specialist shall possess the following qualities'. 1) Knowledge ofequipment, tools and trouble -shooting 2) Ability to
read irrigation plans and wiring diagrams, Page 5
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i3\ Proficiency inprogramming and water management functions ofCa|eenseirrigation controllers, and shall be capable ofproducing water usage reports asrequested by 5^ Substitution of KLay Personnel. Service Provider has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one 0rmore ofsuch personnel become unavailable, Service Provider may substitute other personnel ofatleast equal competence upon written approval ofCity. | nthe event that City and Service Provider cannot agree ogtothe substitution ofkey personnel, City shall be entitled to terminate this Agreement for cause. 6` Service Provider shall keep itself fully informed 8f and in compliance with all applicable |oca|, state
and federal |axvs, rules and regulations inforce etthe time the Services are performed bvService Provider and inany manner affecting the performance 0fthe Project or the Services, including all applicable Cal/OSHA requirements, and shall give all notices required by law. Service Provider shall be liable for all violations ofsuch laws and regulations inconnection with Services. If the Service Provider performs any work knowing it tobacontrary tosuch avxs, rules and regulations and without giving written notice tothe City. Service Provider shall be solely responsible for all costs arising therefrom. Service Provider shall defand, indemnify and hold Cib/, its offioia|s, directors, officers, employees and agents free and harmless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out ofany failure or alleged failure to comply with such |axvs.
rules or regulations. Service Provider's violation of such |axvo, rules and regulations shall also constitute e material breach ofthis Agreement. Service Provider shall not subcontract any portion of the Services required by this Agreement, except asexpressly
stated herein, without prior written approval OfCity. Service Provider shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement. Service Provider shall ensure that City iaon additional insured as required in Section 15ond shall contain o provision making them subject to all provisions stipulated in this Agreement. fthe Service Provider chooses toemploy subcontractors and the City approves, the City shall have direct access &Jadesignated representative from each subcontractor. The Service Provider or subcontractor(s) shall not change this designation without prior approval ofthe City. The Cih/'sdirect contact with ouboontrGctor(a)innoway eliminates the Service Provider's ultimate responsibility to fulfill every requirement of this Agreement. Page 6 of 53
2.1.7. MATERIALS
A. The Service Provider shall furnish all materials needed to complete the Services required under the terms of this Agreement, except those materials specified to be furnished by the City.
B, The Service Provider shall submit satisfactory evidence to the Contract Administrator, upon request, establishing that all materials used in the provision of this Agreement shall be of a superior nature for the work to be performed.
A. Prevailing_Vages. Pursuant to Downey Municipal Code Section 2935, the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq.
Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and maintenance" projects, shall apply to the Services in this Agreement. Service Provider agrees to fully comply with such Prevailing Wage Laws. City shall provide Service Provider with a copy of the prevailing rates of per them wages in effect at the commencement of this Agreement. Service Provider shall make copies of the prevailing rates of per them wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Service Provider's principal place of business and at the Project site. Service Provider shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. If applicable, Service Provider shall be registered at all times with the Department of Industrial Relations under the Public Works Contractor Registration Program for Labor Compliance.
B. The Service Provider shall provide sufficient personnel to perform all work in accordance with this Agreement. At no time, will the Service Provider allow its crew to be diminished in size or labor hours reduced so as to not effectively complete the Scope of Work.
C. All of the Service Provider's personnel shall be supervised by the Superintendent and/or Foreman or Leadworker as set forth in Section 2.1.5 B.2 and 2.1.5 B.3.
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A. Service Provider's personnel shall be clearly identifiable as an employee of the Service Provider while working in the City by wearing clean and neat uniforms, complete with company name, logo and a name tag.
B. Service Provider shall require its personnel to wear proper work shoes and other clothing and gear required by Federal and/or State Safety Regulations.
I
A. Service Provider shall provide an adequate number of vehicles and equipment to perform the Scope of Work for which it is responsible under this Agreement.
1. All vehicles and equipment shall be maintained in a clean and efficient condition and shall comply with all measures and procedures promulgated by all agencies with jurisdiction. Service Provider shall submit a list of vehicles and equipment to be used in the City to perform this Agreement for City review and approval. The list shall include the make, the model and the model year of all vehicles to be used to perform the Services under this Agreement. At the City's discretion, the City's Contract Administrator may inspect vehicles and equipment.
2. Vehicles and equipment will be of the highest quality available in order to produce the quality of work required. Vehicles and equipment shall be maintained in good condition at all times. All parts and systems of said vehicles and equipment shall operate properly.
3. Any vehicles and equipment not meeting these standards shall not be used until the vehicle or equipment is repaired and meets the standards stated in this Section.
4. Should the City at any time give notification in writing to Service Provider that any vehicle or equipment does not comply with the standards set forth herein, the vehicle shall immediately be removed from service in the City and shall not be used again until approved in writing by the Contract Administrator.
B. The Service Provider shall make available sufficient back-up vehicles and equipment to ensure that the provision of services remain uninterrupted during the term of this Agreement. The City may specify a minimum level of back-up vehicles and equipment required. Cost for back-up vehicles and equipment shall be the sole responsibility of the Service Provider.
C. Service Provider's vehicles shall be clearly identifiable by company name, logo, name, local phone number printed conspicuously on the vehicle. In addition, each vehicle shall bear a distinct identification number or letter.
D. The vehicles and equipment must be designed and operated so as to prevent solid or liquid wastes from escaping the vehicle. Any spillage of materials which occurs during maintenance services function shall be immediately cleaned up by the Service Provider at its expense. A broom and shovel shall be carried at all times on each vehicle for this purpose. Vehicles shall be washed at least once a week.
E. The noise level generated by vehicles and equipment shall not exceed a single - event noise level of seventy-five (75) decibels at a distance of twenty-five feet from the vehicles.
F Each vehicle used for the collection, hauling and disposal services identified in this Agreement shall be equipped with an audible warning device that is activated when the vehicle is backing up.
G. The Service Provider shall maintain its vehicles and equipment free of graffiti.
2.1.11. COOPERATION WITH OTHER WORK FORCES
The Service Provider shall be responsible for ascertaining the nature and extent of any simultaneous, collateral and essential work by other agencies, companies and City. The City, its workers and contractors, utility companies and others, shall have the right to operate within or adjacent to the work site during the performance of the Scope of Work.
A. The City, Service Provider and each of such workers, contractors and others, shall coordinate their operations and cooperate to minimize interference.
B. The Service Provider will not be entitled to additional compensation from City for damages or delay resulting from such simultaneous, collateral, and essential work.
C. If necessary to avoid or minimize delay, the Service Provider shall re -deploy its workforce to other parts of the work or another work site to assure timely completion of work.
A. The Service Provider shall comply with all applicable litter, pollution and environmental laws while performing the Scope of Work under this Agreement.
All subcontractors and employees shall likewise obey these laws and it shall be the responsibility of the Service Provider to insure compliance.
B. The Service Provider shall exercise every reasonable precaution to protect storm drains from pollution.
1 Water containing mud, silt, or other pollutants from activities, shall not be allowed to enter the City storm drains or placed in locations that may be subject to storm runoff.
I Any equipment or vehicles driven and/or operated within or adjacent to a street gutter, storm drain, or runoff conveyance shall be checked and maintained daily to prevent leaks of materials that could pollute City's storm drains.
I No debris, soil, silt, sand, bark, mulch, soil amendments, rubbish, oil or petroleum products or other organic or earthen material from any landscape maintenance activity or whatever nature shall be allowed to enter into or placed where it may be washed by rainfall or runoff into City's storm drains. When operations are completed, any excess materials or debris shall be removed from the work area.
C. The Service Provider shall not discharge smoke, dust or any other pollutants into the atmosphere in such quantity as will violate the rules, regulations or laws of any federal, state or local governmental entities.
D, All maintenance work areas shall •- kept free • •'• and •-• in a clean and orderly condition. Care shall be taken to avoid spillage along haul routes.
Any such spillage shall be removed immediately and the area cleaned.
K Service Provider shall separate litter and trash from landscape green waste and dispose of these waste materials at the Maintenance Services Yard.
The Service Provider shall submit to the Contract Administrator a summary of solid waste generated by the work, disposed in Class III landfills, diverted from disposal through recycling or deposited at the City's Green Waste Disposal Site. Disposed inert fill shall be reported separately. This form must be accompanied by legible copies of weight tickets, receipts, or invoices that specifically identify the project generating the material.
Said documents must be from recyclers and/or disposal site operators that are acceptable to the Contract Administrator. Further, the documents must be submitted to the Contract Administrator with each application for payment. Failure to submit the form and its supporting documentation will render the application for payment incomplete and delay payments.
The Service Provider shall repair or replace all existing improvements that are damaged as result of its operations, at its own expense. The Service Provider shall pay all damages and losses incurred. Repairs and replacements shall be at least equal to improvements and shall match them in finish and dimension. .• damaged by the Service Provider's operations shall be restored or replaced in as nearly the original condition and location as reasonably possible.
All damages that, in the City's sole determination, are due to the Service Provider's operation or negligence shall be repaired at the Service Provider's expense and be in accordance with the following maintenance practices:
X Trees - • damage such as bark lost from impact • mowing equipment • string trimmer shall be remedied by an arborist. If damage results in the loss of a tree, the damaged tree shall be removed and replaced according to the specific the City.
B. Shrubs - Minor damage may be corrected by appropriate pruning. Major damage shall be corrected by removal and replacement of the damaged shrub. Existing shrubs that have died due to inadequate irrigation or the Service Provider's negligence shall be replaced in kind at no cost to the City.
C. Chemicals - All damage resulting from chemical operations, either spray -drift or lateral leaching, shall be corrected in accordance with appropriate maintenance practices, and the soil shall be conditioned to ensure its ability to support plant life.
The Service Provider shall comply with the requirements of the APWA Work Area Traff Control Handbook (WATCH), and the State of California Manual of Temporary Traffic Controls for Construction and Maintenance Work Zones, except as modified and supplemented below: I
A. The Service Provider shall conduct its operations so as to minimize obstruction and inconvenience to the public. At no time shall the Service Provider undertake lane closures without due consideration to pedestrian and motorist travel convenience and safety. .
FaL, The Service Provider shall maintain safe and adequate pedestrian and vehicular access to all properties. Access shall be continuous and unobstructed, unless otherwise approved by the Contract Administrator.
CThe Service Provider shall furnish and maintain all signs to safely guide vehicles and pedestrians through the work site as described herein, and as directed by the Contract Administrator. 1.
lane Closures - The Service Provider shall provide, at its sole expense, all materials, equipment, and trained personnel required for proper closure of one or more lanes of traffic on City streets. This shall include, but not be limited to the provision of cones, delineators, barricades, traffic control signs, arrow boards, extra traffic control personnel, etc. Lane closures on arterial highways shall only be allowed Monday through Friday between 9:
00 AM to 3:00 PM. 2.
Parkina Restrictions — When necessary to facilitate the work, on -street parking shall be restricted within the work area limits, during the specified working hours, on weekdays only. Temporary "NO PARKING" signs shall be provided and posted by the Service Provider not less than forty-eight 48) hours in advance of the start of work requiring said restriction. Temporary " NO PARKING" signs must clearly state the days, dates, and hours when the parking restrictions are in effect. DService
Provider agrees to perform all work outlined in the Scope of Work in such a manner as to meet all accepted standards for safe practices during maintenance operations and to safely maintain and operate all equipment, machines, and materials consequential or related to the work E. Service Provider is solely responsible for complying at all times with all local, County, State, Federal, or other safety requirements including, but not limited California Department of Food and Agriculture, O.S.H.A. Orders, Los Angeles County Department of Public Health orders, and Department of Transportatio Drug and Alcohol testing provisions. Page 11
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F. Service Provider is responsible to protect all persons from foreseeable injury to themselves or damage to their property.
G. Service Provider's employees working within the roadway right-of-way shall wear reflective safety vests at all times.
H. It shall be the Service Provider's responsibility to inspect and identify all hazards and potential hazards and any practices and conditions that render any portion of the work site unsafe.
1. The City shall be notified immediately of any unsafe condition that requires major correction, including conditions resulting from traffic accidents, sink holes, down trees, which pose a serious or immediate risk of harm to persons or property around the work site.
2. Service Provider shall be responsible for making minor corrections including, but not limited to filling in holes in turf areas or coning off dangerous situations so as to protect members of the public or others from injury around the work site.
3. Service Provider shall keep a log indicating the date inspected and action taken.
4. Service Provider shall cooperate fully with City in the investigation of any accidental injury or death occurring in any of the areas covered under Exhibit A, including a complete written report thereof to the City within five 5) days of the injury or death.
I. Signs/Improvements - Service Provider shall not post advertising signs and banners within the Maintained Areas. All signs used by the Service Provider shall be kept free of graffiti at all times. Service Provider shall remove all unauthorized signs and advertising within the Maintained Areas.
J. Notification Reports - Service Provider shall give the City notice seven (7) calendar days prior to any and all use of commercial and organic fertilizer(s), grass seed, soil amendment, pesticides or other chemicals. Service Provider shall submit a report indicating, for those specialty type maintenance operations to be completed, the quantity and a complete description of any and all commercial and organic fertilizer, and soil amendments to be used.
The Service Provider's office hours shall be weekdays from 7:00 a.m. to 5:00 p.m., excluding Saturdays, Sundays and holidays. A representative of the Service Provider shall be available by telephone during office hours for communication with the City's representative at the Service Provider's principal office.
Service Provider will maintain an emergency telephone number for use outside normal business hours. Service Provider shall have a representative, or an answering service to contact such representative, available at said emergency telephone number during all hours other than normal office hours.
PA IN M 010EVA k, I:Vfi J1 V 10 1 J1 1:2 1 F_3 k, DI
The Service Provider shall be familiar with and operate in compliance with the applicable sections of the Downey Municipal Code (DIVIC). The Service Provider and its employees are subject to criminal and civil prosecution for operating in violation of the DC individually and as a corporation.
04 R U11111:24 V J 111 &F-11 0 111 q I
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agencies of the State and County as well as the City of Downey, including but not limited to pest control application and weed control application. All applicable permits and licenses shall be obtained by and at the expense of the Service Provider and/or subcontractors. The Service Provider shall enforce the permit requirements. Where requirements of the permits differ from those of this Agreement, the more stringent requirements shall apply.
The Service Provider shall furnish the Contract Administrator access to such information as he/she may desire respecting the progress and manner of the Scope of Work, including all information necessary to determine its costs, such as the number of persons employed, their rate of pay, the time during which they worked on site and other pertinent data.
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2.2.1. GENERAL
The Scope of Work shall be conducted on a regular schedule, in accordance with the General and Site Specific Maintenance Treatments and Frequencies described in EXHIBITS B and C, attached hereto and incorporated herein by reference.
P*R4111111111 I 4 11111 F-11 46-A 0 14 Bill 4
A. Within 48 hours after the Notice to Proceed has been given, and prior to the start of any work, the Service Provider shall submit to the Contract Administrator for approval three (3) copies of its proposed weekly schedule with sub -schedules of periodic seasonal activities. If the Contract Administrator notifies the Service Provider that the schedule is unacceptable, the Service Provider shall submit a revised schedule within five (5) working days thereafter.
B. The schedules shall be in a form acceptable to the Contract Administrator,
C. The schedule shall also contain a list of all applicable tasks including the time and location of the task, and the labor force used to complete the task.
A. After start of the work, the Service Provider shall submit revised maintenance schedules not later than the 1 st and 15th day of each month thereafter until completion of the Agreement.
B. The revised schedules should show any significant changes in activities since submission of the previous schedule with revised projections of progress and upcoming seasonal periodic work.
2.3. CHANGES
If the Service Provider, on account of conditions developing during the progress of the work, finds it impractical to comply strictly with the provision(s) of this Agreement or the Scope of Work and requests in writing for a modification of requirements or of methods of work, such change may be authorized by the Contract Administrator, so long as such change is not detrimental to the public health, safety or welfare. Such change shall be performed by Service Provider without additional cost to the City.
The City reserves the right to make such changes in the Scope of Work or to add Extra Work as determined by the Contract Administrator to be necessary or in the City's best interests. Changes may include alterations, deviations, and additions of Extra Work to or deletions from the Scope of Work. The City reserves the right to increase or decrease the frequencies of any item or portion of work or to omit any item or portion of the Scope of Work.
Extra work shall include specific tasks of work outside the Scope of Work set forth in this Agreement. Such extra work shall have a specific written scope of services, cost and schedule agreed upon by City and Service Provider, prior to any Authorization to Proceed. The work shall be completed as described following Service Provider's receipt of the Authorization to Proceed, exclusive of any review periods required by City. The Service Provider shall have no claim for compensation for any services or work that has not been authorized by City's Authorization to Proceed.
Compensation for installation • •• planting • and trees or .•• shall •,- made at the Contract Unit Prices shown under "Extra Work" in EXHIBIT A, hereto and incorporated herein • reference. Said • Unit Prices shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals necessary to the completed work, including the Service Provider's involved with bonding, insurance, worker's compensation, overhead, financing, permit fees, mobilization, traffic control, public convenience and safety,
protective barricading, storage of equipment and materials, security against theft and vandalism, project site maintenance, dust control, clean-up and all other items incidental to the work.
The cost of extra work that is not covered by Contract Unit Prices shall be determined by agreed lump sum price. When the price for extra work cannot be agreed upon, the City will pay for the extra work on a force account basis, based upon the accumulation of costs in accordance with Section 5.3.1 of this Agreement.
V
Changes to the Scope of Work shall include specific additions to or deletions from the Scope of Work set forth in EXHIBIT A, or an increase or decrease in the frequency of any item or portion of the Scope of Work.
Added or Deducted Work Areas
The cost per month for added or deducted work areas shall be determined by computing the area (in square feet) of the added or deducted work area multiplied by the Contract Unit Price for the corresponding quantity of turf, planted area or hardscape area, as listed in EXHIBIT A, attached hereto and incorporated herein by reference. Said Contract Unit Prices shall include full compensation for furnishing all labor, materials, tools, equipment and incidentals necessary to the completed work, including the Service Provider's costs involved with bonding, insurance, worker's compensation, overhead, financing, permit fees, mobilization, traffic control, public convenience and safety, protective barricading, storage of equipment and materials, security against theft and vandalism, project site maintenance, dust control, clean-up and all other items incidental to the work.
Service Provider shall be responsible to dedicate additional labor and equipment resources as necessary to ensure added work areas receive the same level of care as original work areas in accordance with the requirements of this Agreement.
2. Increased or Decreased Frequencies
The cost change per month, if any, for increased or decreased frequencies of recurring maintenance activity shall be as mutually agreed upon by both parties through negotiation. Any increase or decrease in the Scope of Work or any extra work shall be in writing and signed by both parties to be effective.
M, 9 il I 4VAM44ATJ 1*8:2 ZIOITJ 10 4
The Service Provider shall have the duty to maintain on -street landscape, hardscape and irrigation in accordance with this Agreement, and to provide the required Performance
Bond, aoshown and described inthe following EXHIBITS, attached hereto and incorporated herein by reference: EXHIBIT Scope
ofWork/Fee Schedule EXHIBIT B General
Maintenance Treatments And Frequencies EXHIBIT Site Specific Maintenance Treatments And Frequencies EXHIBIT Performance Bond
2.4.2. GENERAL City A. The
Service
Provider shall not work or perform any operation, particularly during periods of inclement weather, which may destroy or damage plant, ground cover orturf areas. The Contract Administrator shall have the authority tosuspend the work, wholly orinpart, for such a period mftime asmay bedeemed necessary, due tounsuitable weather orto such other conditions ooare considered unfavorable for the suitable prosecution ofthe work. Any work not performed due to inclement weather and not rescheduled shall be deducted from the monthly billing statement. EL The Service Provider shall beavailabletwenty-four (24) hours aday,
seven (7) days a week to respond to all emergencies within two (2) hours of notification or attempted notification. |fService Provider cannot benotified mrdoes not respond in a timely manner, the City will respond to the emergency and penalties may be accessed toService Provider pursuant toSection 3.5.O ofthis Agreement. C. The Service Provider shall schedule his operations soeonot tointerfere with the public's use of the areas set forth in EXHIBIT A, B and CSen/ioe Provider shall conduct its operations aoos to provide the maximum safety for the public and to offer the least possible obstruction and inconvenience to the public, or disruption to the peace and quiet ofthe area around which the services are performed. Service Provider shall maintain the landscape and hardocepeareas shown and described inEXHIBITS /\.Band C attached hereto and incorporated herein bxthis A. Unless otherwise approved bmthe City, work or activity ofany kind shall belimited tothe hours between 7:DOa.nn.bz5:DOp. nn. from Monday through Friday Working Hours"). No noise from the work performed under this Agreement shall be permitted between the hours of5:OO p.m. and 7:00 a.m. of the next day, pursuant tothe Downey Municipal Code. B.
Night. Weekend and Holiday Work: Page 16 of 53
1. Unless otherwise specified in this Agreement, or in response to emergency work, no work shall be performed at night, Saturday, Sunday, or the eleven (11) City holidays, as follows: New Year's Day, Martin Luther King, Jr. Day, President's Day, Memorial Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving Day, Friday following Thanksgiving Day, Christmas Eve and Christmas Day.
2. Before performing any work outside the specified working hours including Saturdays, Sundays and City holidays, except emergencies or work pertaining to the public safety, the Service Provider shall give written notice to the Contract Administrator for approval and to arrange for inspection of the work to be conducted.
3.. "Night" shall be defined as the hours from 5:00 p.m. to 7:00 a.m. of the next succeeding day.
4. Work on Saturdays, Sundays, or on City holidays is subject to overtime inspection by CITY, unless otherwise specified.
5, The City may deduct from compensation due the Service Provider its direct cost of providing overtime inspection, plus 15% for overhead expenses.
i
A. During Working Hours,
1.. During Working Hours, the City may call upon the Service Provider to respond to an emergency situation that requires immediate action. The City will be the sole judge in determining an emergency situation. The Service Provider shall be required to respond to the emergency within two 2) hours of first attempted notification by City to Service Provider.
2. Any claim for additional compensation by the Service Provider, together with substantiating documents in regard to actual expenses, shall be submitted to the Contract Administrator within 15 calendar days after the emergency. Additional compensation, if mutually agreed by both parties, will be paid for as extra work.
3. Failure on the part of the Service Provider to respond to the emergency within the above -specified time will result in assessment of a penalty as specified in Section 3.5.6 of this Agreement.
B. Outside of Working Hours:
1. Outside working hours, the City may call upon the Service Provider to respond to an emergency situation that requires immediate action. The City will be the sole judge in determining an emergency situation. The Service Provider shall be required to respond to the emergency within two 2) hours of first attempted notification by City to Service Provider.
2. Any claim for additional compensation by the Service Provider, together with substantiating documents in regard to actual expenses, shall be submitted to the Contract Administrator wn 15 calendar days after the emergency. Additional compensation, if mutually agreed by both parties, will be paid for as extra work.
3. Failure on the part of the Service Provider to respond to the emergency within the above -specified time will result in assessment of a penalty as specified in Section 3.5.6 of this Agreement.
2.4.6. PRICES ALL-INCLUSIVE
The unit prices and lump sum amounts for the Scope of Work set forth in EXHIBIT A include full compensation for furnishing all labor, materials, tools, equipment and incidentals necessary for performing all work contemplated under this Agreement. This shall include the Service Provider's costs involved with bonding, insurance, worker's compensation, overhead, financing, permit fees, mobilization, traffic control, public convenience and safety, protective barricading, storage of equipment and materials, security against theft and vandalism, project site maintenance, dust control, clean-up and all other items incidental to the Scope of Work.
2.4.7. TURF CARE
The Service Provider shall perform, at its sole expense, the following services:
A. Mowing
1. Turf shall be mowed with a properly sharpened power rotary mowe r 01ensureasmoothsurfaceappearancewithoutscalpingorleavingvisib clippings on the turf or adjacent walkways. i
2. All turf grasses shall be cut so that no more than one-third the height of the grass blade is removed during any one mowing operation.
3. All grass clippings shall be captured, removed and disposed of. Use of recycling mowers shall be prohibited.
4. The mowing heights will be adjusted according to the needs of the City or during periods of renovation.
5. A mowing schedule will be established and maintained. This schedule will provide that all areas will be mowed not less than once a week.
6. Mowing personnel shall flag broken sprinkler heads for repair, The edge of the grass along sidewalks, curbs, shrub and flowerbeds, and walls shall be trimmed to a neat and uniform line using a steel blade power edger.
2. Edging will be done concurrent with each mowing.
3. Where trees occur in turf areas, all grass shall be removed 6 inches from the trunks of trees by approved chemicals or by hand as required. Mulch shall be applied to the base of tree trunks to reduce weed growth. 4, String trimmers may not be used to edge turf abutting concrete improvements or to clear turf around trees.
5, Service Provider shall trim around all sprinkler heads as necessary in order to provide maximum irrigation coverage.
6. The edge of the turf shall be trimmed around valve boxes, meter boxes, backflow devices, or any structures located within the turf areas using mechanical methods.
7. Turf edges are to be maintained to prevent grass invasion into adjacent shrub, flower, and ground cover bed areas.
8. After mowing and edging is completed, all adjacent hardscape areas are to be cleaned.
C' All trash and debris generated by mowing and edging shall be collected and removed immediately following the work performed.
D. Fertilization
L A fertilization schedule will be established and maintained. This schedule will provide that fertilization of turf areas occur as often as necessary to maintain the turf in vigorous healthy condition.
2. The minimum frequency of fertilization is included in the General and Site Specific Maintenance Treatments and Frequencies described in EXHIBITS B and C, respectively. The schedule along with specific nutrient recommendations will be submitted to the City for approval prior to application.
E. Aeration
L An aeration schedule will be established and maintained. This schedule will provide that core aeration of turf areas occur as often as necessary to maintain the turf in vigorous healthy condition.
2. Core aeration shall be performed by removing Y2 inch diameter by 4 inch deep cores of turf, roots and soil with tines at not more than 6 inch spacing. Cores should be pulverized over the turf surface. 1 The minimum frequency of core aeration is included in the General and Site Specific Maintenance Treatments and Frequencies described in EXHIBITS B and C, respectively. The schedule will be submitted to the City for approval.
F. Dethatch
1. A dethatching schedule will be established and maintained. This schedule will provide that mechanical dethatching of turf areas occur as often as necessary to maintain the turf in vigorous healthy condition. 2, All thatching debris shall be removed offsite at the end of the workday.
The City shall determine the extent of thatch removal.
The minimum frequency of dethatching is included in the General and Site Specific Maintenance Treatments and Frequencies described in EXHIBITS B and C, respectively. The schedule will be submitted to the City for approval.
G. Seasonal Overseeding
1. All turf areas shall be reseeded to re-establish turf to an acceptable condition annually, in accordance with the General and Site Specific Maintenance Treatments and Frequencies described in EXHIBITS B and C, respectively.
2. Warm season turf areas shall be over seeded between October and November and all cool season grasses shall be overseeded during the spring months.
1 Additionally, all bare and/or sparse turf areas shall be overseeded throughout the term of the Agreement, at the City's request.
4. All areas to be reseeded shall be verticut to remove all thatch and to provide a rough seedbed suitable for seeding.
5, Once the seed has been applied, seed will be covered with a suitable top dressing to promote germination and to prevent erosion. Top dressing shall consist of nitrolized wood shavings such as Kellogg's Topper or equivalent.
H. Weed Control
L Turf areas shall be maintained in as nearly a weed -free condition as reasonably possible. The City recognizes most turf areas currently include a blend of desirable turf species and invasive Bermudagrass and Kikuyugrass. City will not hold Service Provider responsible to eradicate these invasive species from turf grass.
2, Mechanical removal, including hand -pulling weeds in turf areas shall be prohibited.
3. Chemical control for broadleaf weeds shall be applied on an as -needed basis to maintain weed free condition, in accordance with the General and Site Specific Maintenance Treatments and Frequencies described in EXHIBITS B and C, respectively.
4. All personnel applying these chemicals shall be properly licensed, certified, and trained in accordance with applicable regulations in effect at the time of application.
I. Pest Control
1. Turf shall be maintained free of diseases, insects, rodents and pests,
2. Infested areas shall be treated at the time of detection and a schedule of rodent/pest control shall be maintained throughout the term of the Agreement, in accordance with the General and Site Specific Maintenance Treatments and Frequencies described in EXHIBITS B and C, respectively.
Irrigation System Maintenance
1. All turf and planter areas shall be irrigated to promote healthy turf growth.
2. Irrigation components shall be properly maintained and adjustments made to ensure full coverage and minimize overspray and run-off.
3. The entire irrigation system shall be periodically tested, in accordance with the General and Site Specific Maintenance Treatments and Frequencies described in EXHIBITS B and C, respectively and repairs completed within 2 working days.
4. Irrigation controllers shall be adjusted as needed to minimize water consumption.
5. Failure on the part of the Service Provider to test and make timely repairs to turf irrigation systems shall construed as a failure to correct deficiencies, which may result in assessment of penalties, pursuant to Section 3.5. 5 of this Agreement.
The Service Provider shall perform, at its sole expense, the following services:
A. Pruning
1. Prune shrubbery during the term of the Agreement to encourage healthy growth habits and for shape and appearance.
1 Shrubs shall be maintained free of damaged, dead, weak, diseased or insect -infested limbs, spent flowers, seed heads or fruiting bodies.
3. Service Provider shall remove all clippings the same day shrubbery is pruned.
4, Pruning shall be done to maintain a well-groomed, balanced appearance appropriate for plant size, species, and surroundings.
5. Shrubs shall not be hedged or trimmed as topiary unless specifically directed by the City. Under no circumstances shall the Service Provider raise the skirts of any shrubs to expose soil and branch structure.
6. A pruning schedule will be established and maintained, as needed. This schedule will provide that pruning of shrubbery occur as often as necessary to maintain neat, tidy appearance and a vigorous healthy condition.
7. The minimum frequency of pruning is included in the General and Site Specific Maintenance Treatments and Frequencies described in EXHIBITS B and C, respectively.
I Service Provider shall restrict growth of shrubs, vines and ground cover to maintain a neat, healthy growing condition and provide adequate road clearance, traffic safety and sign visibility.
2. Shrubs, vines and ground cover shall be maintained to areas behind curbs and walkways and within planter beds. At no time will plants be permitted to extend over the curbs and into gutters. Shrubs shall be maintained at a height below traffic signals, traffic signs and street name signs.
3. SoundwWl wd frontage road scresmpjgngpa shall be faced, topped ar trinu.ed as follows:
a) Soundwall vines shall be faced back tight to wall surface and trimmed to maintain vertical and horizontal limits as designated in Site Specific Location EXHIBIT C. Keep vine growth off gates, emergency exit doors, drainage structures, pedestrian
overcrossing structures, intersecting walls and fences, trees, sign posts, and light poles. Vines shall be trimmed to maintain visibility of all traffic signs and street name signs.
b) Frontage road screen plantings shall be kept trimmed to restrict growth to a maximum height of ten (10) feet and the sides trimmed to prevent encroachment into traffic lanes or blocking traffic signs and street name signs. At street intersections, such screen plantings shall be maintained at a maximum height of three (3) feet to maintain traffic visibility. Service Provider shall remove dead plants with each trimming.
4. Ground Cover — shall be maintained at a height not to exceed twelve (12) inches. Undesirable plant material (including volunteer trees and shrubs) or weeds shall be removed. Ground cover shall be cleared from the base of trees and shrubs so as to prevent overgrowth.
5., All trimming debris shall be picked up and removed on the same day that trimming occurs.
6. Growth Regulator — The Service Provider is strongly encouraged to utilize chemical growth regulators to reduce the need for labor intensive trimming shrubs, vines and ground covers.
T A trimming schedule will be established and maintained. This schedule will provide that trimming of shrubs, vines and ground cover occur as often as necessary to maintain neat, tidy appearance and a vigorous, healthy condition.
8. The minimum frequency of trimming is included in the General and Site Specific Maintenance Treatments and Frequencies described in EXHIBITS B and C, respectively.
C. Renovation - Service Provider shall renovate ground cover plants according to methods appropriate to the specific plant material encountered, as needed to maintain a healthy, vigorous appearance and growth rate. This includes, but is not limited to, thinning and trimming to encourage growth or to achieve a more manicured appearance.
D. Pest Control - Service Provider shall maintain all areas free of pests, diseases, insects and vermin infestations, including but not limited to mildew, rust, aphids, snails, cut worms, earwigs, gophers, and other destructive pests to provide a healthy environment for plants and the public.
1.. Mechanical trapping shall not be used for rodent control unless specifically authorized by City.
2. Service Provider shall backfill and tamp visible rodent holes to avoid moisture runoff and settlement.
E. Weed Control - Service Provider shall maintain all ground cover, shrub beds, hardscape and tree wells free of weeds at all times. Methods for control may incorporate one or more of the following methods:
1 Mechanical removal - Hand removal, cultivation, etc. Use of a weed whip is not an acceptable method of weed control. Debris generated by weed control must be removed from site each day and properly disposed at the Green Waste Disposal Site.
2. Pre -emergent Herbicides — To be used in conjunction with mechanical removal and spreading of cover mulch, except in areas that rely on reseeding to maintain appearance.
3. Post -emergent Herbicides — to be used for control of aggressive weeds such as Bermuda grass, nut grass, spotted spurge, etc.
E Mulching - Service Provider shall maintain a 4" layer of cover mulch in all shrub beds and tree wells with exposed bare soil. The City shall provide cover mulch
material. Labor and equipment to load, transport, spread and maintain cover mulch shall be considered regular maintenance and is not a billable extra.
G. Plant Replacement - Service Provider shall replace all diseased, dying or dead shrubs, vines and ground cover plants with the same plant species of similar size in all locations set forth in EXHIBIT A.
When plant mortality is a result of Service Provider negligence, said plants shall be replaced the sole cost of the Service Provider.
2. Replacement of plants damaged or destroyed by traffic collisions or other means beyond the Service Provider's control shall be compensable as extra work.
1 Use of substitute plant species must have prior approval by the City in writing. Original plans and specifications should be consulted to determine the correct identification of species.
4, All replacement shrubs shall be guaranteed to live and remain in healthy condition for not less than six (6) months from the date of acceptance by the City.
H. Annual Flower Beds - Service Provider shall maintain annual flower beds in a vigorous, colorful, aesthetically pleasing, healthy condition with appropriate seasonal flowers.
Service Provider shall dead head spent flowers, cultivate and remove weeds.
2. Replacement annual flower plants shall be furnished by the City at no cost to Service Provider. Service Provider shall procure annual flower plants from local sources designated by City. Labor and equipment to load, transport and plant the flowers shall be considered regular maintenance and is not a billable extra.
3. A schedule for replacing annual color will be established and maintained.
The minimum frequency of annual color maintenance is included in the General and Site Specific Maintenance Treatments and Frequencies described in EXHIBITS B and C, respectively.
I. Tree Wells - Service Provider shall maintain designated tree wells as shown and described in the General and Site Specific Maintenance Treatments and Frequencies described in EXHIBITS B and C, respectively. The work shall include removal and disposal of tree sucker growth, trash, debris and weeds.
The minimum frequency of cleaning tree wells shall be quarterly or as often as necessary to maintain neat, tidy appearance.
Use of appropriate chemical pesticides, herbicides and growth regulators is strongly encouraged to achieve the objectives of this Agreement. The Service Provider shall, at its sole expense, furnish and apply said chemicals as follows:
A. Application - All personnel applying chemicals shall be properly licensed, certified, and trained in accordance with applicable regulations in effect at the time of application.
B. Permits - All chemicals requiring a special permit for use must be registered by the Service Provider with the County Agricultural Commissioner. Service Provider shall file a copy of the special permit with the City prior to use.
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The Service Provider shall perform, at its sole expense, the following services:
A. Trash Removal
1. The Service Provider shall remove trash, debris and litter from all Maintained Areas, as indicated and specified in the General and Site Specific Maintenance Treatments and Frequencies described in EXHIBITS B and C, respectively.
2. The Service Provider shall empty trash receptacles on a weekly basis in downtown area including streetscape on Downey Avenue, Third Street and the downtown Parking Structure. The Service Provider shall furnish and install commercial grade plastic trash can liners as needed to accomplish this task.
3. All trash and debris generated through the on -street maintenance operations shall be separated from green waste. Service Provider shall transport and dispose of trash, debris and green waste at the City Maintenance Yard.
R Removal of Leaves — Seasonal accumulations of leaves shall be removed from all areas not less than once per week and disposed at the Green Waste Disposal Site.
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Hardscape shall include but not be limited to sidewalk, curb, gutter, pavement, pavers, brick, flag stone, stamped concrete, mow strips, headers, tree grates, monument signs, walls, decomposed granite, boulders, cobble stones, sand, mulch and any other non - planted surface within the areas maintained under this Agreement.
Service Provider shall notify City of any conditions that may affect the health and safety of the public including but not limited to potential trip and fall hazards.
The Service Provider shall perform, at its sole expense, the following services:
A. Remove all weeds and grass growing in and around hardscape areas, including joints and cracks.
B. Thoroughly clean all hardscape surface areas to maintain a clean and safe condition.
L Stamped concrete surfaces shall be kept clean of dirt and debris accumulation.
2. All litter and debris shall be either manually removed or vacuumed. a) Service Provider shall not be permitted to use water to clean hardscape surfaces
b) Service Provider shall not blow dirt and debris into traffic lanes.
C. Monument Signs - Service Provider shall be required to keep monument signs clean of dirt and debris. Any damage or vandalism shall be reported to the Contract Administrator.
D. A schedule for cleaning hardscape will be established and maintained. The minimum frequency of hardscape maintenance is included in the General and Site Specific Maintenance Treatments and Frequencies described in EXHIBITS B and C, respectively.
The Service Provider shall perform, at its sole expense, the following services* A. All catch basins and drainage inlet structures shall be maintained free of leaves, litter, weeds, silt and debris at all times to ensure the unimpeded passage of water.
B. All surface drains, swales or gutters shall be kept clear of debris and plant growth so that water will have an unimpeded flow of surface water.
C. All dry wells, French drains and sub -surface drain tile (except storm drains) shall be periodically flushed with water to avoid build-up of silt and debris.
D. Service Provider shall notify City of all broken or missing sections of drain pipes, catch basins, and grates.
2.4.13. IRRIGATION SYSTEM MAINTENANCE
Service Provider shall be responsible to irrigate all landscaped areas as required to maintain vigorous growth rate and appearance. Consideration shall be given to the soil conditions, seasonal temperatures, wind conditions, humidity, minimizing of runoff, and the relationship of conditions that affect day and night watering.
Service Provider shall be responsible for maintaining all systems within the jurisdiction of this Agreement and for the correction of coverage, sprinkler adjustments, nozzle replacements, head cleaning, minor valve and controller maintenance.
The Service Provider shall perform, at its sole expense, the following services:
A. Perform periodic irrigation system checks and make adjustments to sprinkler system function and coverage following mowing or recurring maintenance activity.
B. Establish and maintain a schedule for performing irrigation system checks. The minimum frequency of irrigation system maintenance is included in the General and Site Specific Maintenance Treatments and Frequencies described in EXHIBITS B and C, respectively.
C. Flag broken sprinkler heads for repair or replacement with each mowing or recurring maintenance activity.
D. Manually irrigate areas that do not have automatic irrigation systems, or during periods of prolonged heat.
E. Program irrigation controllers and make adjustments to sprinkler frequency and duration of cycle length.
F. Program irrigation controllers such that irrigation occurs between the hours of midnight and 5:00 a.m. Frequent repeat cycles may be required to germinate grass seed or reduce irrigation runoff.
G, Replace irrigation controller batteries on a regular schedule to ensure uninterrupted automatic operation in the event of power failure. Service Provider shall furnish, install and maintain all batteries required and shall note the date of replacement on each battery. Labor, equipment and materials required shall be considered regular maintenance and is not a billable extra.
H. Manually turn off automatic irrigation system operation during times of inclement weather, and turn back on after inclement weather has passed. l Perform water management functions of Calsense irrigation controllers, including determining appropriate run times, programming flow parameters, water volume allotments and alerts, and producing detailed water usage reports as requested by City.
J. All irrigation system malfunctions shall be repaired within 24 hours or reported to City if malfunction requires a major repair not in Service Provider's scope of services.
K. Service Provider shall be required to respond to turn off irrigation system in cases of emergency. Response time shall not exceed 2 hours.
All irrigation systems designated in this Agreement shall be repaired and maintained by the Service Provider according to the following terms:
A. Minor(Routine) Repairs - Service Provider shall at its sole cost perform all minor repairs to the irrigation system arising from normal wear and tear at no additional cost to City. Minor repairs shall include but not be limited to:
Replacement of nozzles, pop up spray heads, rotary sprinkler heads, drip irrigation emitters, tubing and filters.
2. Repair/replacement of automatic control valve solenoids, bleed screws, diaphragms, etc.
1 Repair/replacement of broken swing joint assemblies, risers, quick couplers, etc.
4. Replacement of automatic controller batteries and other minor adjustments.
B. Major ,Pxt aordina!y Repairs — Irrigation repairs not described above shall be considered Major Repairs by the City and may be performed by the Service Provider for additional compensation.
1. Service Provider shall provide the City with a written estimate price to perform the major work and the repairs shall be billed as extra work once approved by the City.
2. The City reserves the right to perform major repairs with its own staff or a third party.
C. Replacement Materials furnished by the Service Provider shall be same as original materials. Use of substitute materials must be approved in writing by the City prior to installation.
D. ;ixraordinary 3amage - Service Provider shall document any extraordinary damage to the irrigation system caused by forces beyond its control, such as theft, vandalism, traffic accidents, acts of God, and/or third party negligence.
1. Such documentation shall be in the form of a phone call to Contract Administrator, followed by an emailed written statement with photographs.
2. Service Provider shall provide said documentation to the City within eight 8) hours of discovery of the extraordinary damage.
3. Service Provider is not responsible for reporting or documenting graffiti, E. Emergencies - In the event of imminent danger of injury to the public or damage to property, the City may verbally authorize work to be performed upon receiving a verbal estimate from the Service Provider. However, within twenty-four (24) hours after receiving a verbal authorization, the Service Provider shall submit a written estimate to the City.
All materials furnished and work done under this Agreement will be subject to inspection by the Contract Administrator or his designee. All materials shall be approved by the City's Contract Administrator or his designee and all work shall be done to the satisfaction of the City's Contract Administrator or his designee. .
Whenever the Service Provider is permitted or directed to do night work or to vary the period during which work is carried on each day, he/she shall give the Contract Administrator due notice, so that inspection may be provided. Such work shall be done under regulations to be furnished in writing by the Contract Administrator.
The City will make periodic inspections of the work to observe their compliance with the requirements of this Agreement. The City is not responsible for the Service Provider's operations, equipment, personnel, the maintenance of a safe work place or any safety in, on, or about the work site.
A. The Service Provider shall perform a weekly maintenance inspection during daylight hours of all facilities within the Maintained Areas.
B. Service Provider's designated Superintendent shall meet on -site with an authorized representative of the City on a weekly basis for a walk-through inspection. Said meeting shall be at the convenience of the City. Any corrective work required as a result of an inspection or any interim inspection by the City shall be accomplished to the satisfaction of the City as follows:
L Weekly Progress Report - Service Provider shall prepare and submit to City a weekly project report indicating the overall condition of the Maintained Areas" and shall list specifically any unusual or problem areas/situations, deficiencies, concerns, etc. The report shall also include corrective action to be taken by Service Provider to rectify said situation and an anticipated time frame for compliance.
2. Punch List - If necessary, the City will provide a written notice ("punch list") to the Service Provider to correct deficiencies within specific reasonable time frames.
Reasonable Time Frames shall be provided for completion of corrective work, as determined by the City and defined below:
a) Emergency service notification or attempted notification must be responded to within two (2) hours. No further notification will be given.
b) Areas impacted and affected by health and safety issues shall immediately be barricaded to inform the public and City personnel of potential dangers in that area. Repairs must be completed within one (1) working day of notification. No further notification will be given.
C) All other issues will receive written notification ("punch list") giving one (1) working day for completion.
4Should the Service Provider fail to correct deficiencies within said time frames, the City may correct the deficiencies. Should it become necessary for the City to correct the deficiencies the Service Provider will be billed for all costs, plus 15% administrative fee. The
City may assess penalties against the Service Provider for unsatisfactory performance. This section outlines the parameters for implementing penalties. CityService Provider 3.
1. FORMAT The
City reserves the right to assess penalties against Service Provider in the form of deductions withheld from the Service Provider's compensation. 0
1 0 Before
deductions are withheld from Service Provider's compensation, the City shall provide Service Provider with five (5) days written notice of any proposed penalty. Service Provider have the right to appeal the City's penalty in accordance with the administrative review of iisputes procedures of the Agreement. ner
party may Pm Such
notice shall specify a date and location for a meeting of the parties hereto at which such parties shall attempt to resolve such dispute. The Contract Administrator or designee shall keep a record of proceedings conducted and information presented during such meeting. In the even"I that such dispute cannot be resolved by the parties hereto within thirty (30) days, the matter maybe referred to City Manager by written request of either party. The referral of the dispute to the City Manager shall be governed by Section 3.2.2. Arovided •.. either party related • a dispute with respect to this Agreemeni. Addonal nformation may be requested by the City Manager. The meeting may be continued by the Ci Manager as he determines is necessary. The City Manger's written decision shall be final wit egards to the disputed issue(s). When
the City conducts its Annual Review of Performance and Quality of Service as described in the , the Agreement. The City will have sole discretion to modify/revise service indicators anf penalty • City Page
30 of 53
Uompiaints and requests receivea D e - I y w iM-MRU"Ser'T1ce as possible. The Service Provider shall maintain a computer record of all complaints and requests received from the City. This record will include the date and time whe7nall complaint and requests are received as well as the date and time the complaint or request has been resolved. All complaints and requests should be recorded in the computer record as soon as they are received. Responses to complaints and service requests must be recorded in the computer record within 24 hours after resolution of the complaint or completion of the service request. A copy of this computer record by address shall be available for inspection upon request by the Contract Administrator or designated representative. I
3.5. UNSATISFACTORY SERVICE INDICATORS AND CORRESPONDING PENALTY 0101111areassefToYYffMM15-749reurnern
from compensation due to Service Provider an amount equal to the Lump Sum Monthly Price for the corresponding Site # item in EXHIBIT A. Likewise, any maintenance not performed due to inclement weather and not rescheduled shall be deducted from the monthly billing statement. Said amount will be permanently withheld and will not be released on subsequent progress payments.
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Should Service Provider fail to provide adequate supervision of the work force during a month, City reserves the • to withhold • compensation due Service Provid an amount equal to five percent (5%) of the total monthly billing amount. Said amount will be permanently withheld and will not be released on subsequent progress payment
3.5.3. FAILURE TO PARTICIPATE IN AND RESPOND TO SCHEDULED MAINTENANCE •
Should Service Provider fail to provide, participate in and respond to scheduled maintenance inspections during a given month, City reserves the right to withhold from compensation due Service Provider an amount equal to five percent (5%) of the total monthly billing amount. Said amount will be permanently withheld and will not be released on subsequent progress payments. I
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Should Service Provider fail to correct a deficiency at any one of the areas set forth in this Agreement during a given month, City reserves the right to withhold from compensation due Service Provider an • equal to the • Sum Monthly Price • the corresponding "Site #" in EXHIBIT A. Said amount will be permanently withheld and will not be released on subsequent progress payments.
In addition, if Service Provider refuses or neglects to correct such defective work, it may be corrected by the City at the expense of the Service Provider, plus 15% for overhead expenses, and the Service Provider's surety shall be liable therefor.
3.5.6. FAILURE TO RESPOND TO EMERGENCY
A penalty equal to three (3) times the CityCity's actual cost to respond to an emergency will be assessed should the Service Provider fail to perform after being duly notified of the emergency. Said amount will be permanently withheld and will not be released on subsequent progress payments.
4. FACILITIES
4.1. FACILITIES
City shall provide facilities for disposal of trash, debris and green waste generated by Service Provider in the performance of the Scope of Work under this Agreement. No City facilities will be available for the storage of Service Provider's equipment or materials.
Service Provider shall provide all other facilities necessary to complete the various work tasks to be performed hereunder. In the event Service Provider requires additional facilities from City, Service Provider shall meet and confer with City prior to the commencement of the Scope of Work.
Payment for the Scope of Work set forth in EXHIBIT A of this Agreement shall be made at the annual lump sum price, to be paid in equal monthly installments. Service Provider shall only be compensated for actual services rendered in accordance with the Billing Rates set forth in EXHIBIT A, attached hereto and made a part hereof.
Service Provider shall submit an itemized monthly invoice to the City for all work performed during the preceding month. The invoice shall indicate the amount of compensation to be paid by the City for all services rendered by the Service Provider under the terms and conditions of this Agreement.
The City shall pay the Service Provider within sixty (60) days of receiving the invoice, provided that all work performed during the preceding month has been inspected and accepted by the City and the applicable schedules have been submitted by the Service Provider.
5.2.2 Reimbursement for Expenses. Service Provider shall not be reimbursed for any expenses unless authorized in advance in writing by the Contract Administrator. mulonAot•F
Extra work will be billed separately in accordance with this Agreement. Service Provider shall process a separate invoice request for payment for approved extra work. Payment will be made at the Contract Unit Price, Agreed Price or Force Account basis for approved extra work completed.
A. Computation of Payment:
When work is to be paid for on a Force Account (Time and Materials) basis, the Service Provider will be paid the costs of labor, materials, and equipment as provided herein. The following markups shall be added to the total of the costs computed as provided in Paragraphs 5.3.1.B, 5.3.1.0 and 5. 3.1.D:
Labor 20%
Materials 15%
Equipment Rental 15%
Work Performed by Specialists 15%
Other Items and Expenditures
Work by Subcontractor
a. First $5,000 of the subcontracted portion 10%
b. In excess of $5,000 of the subcontracted portion 5%
These markups shall constitute full compensation for profit and for all overhead costs inclusive of home office overhead which include superintendence, bond and insurance premiums, and all other items of expense not specifically designated as cost or equipment rental in Paragraphs 5.3.1.B, 5.3.1.0 and
5.3.1.D. The total payment made as provided above shall constitute full compensation for work performed on a force -account basis.
It is understood that labor, materials and equipment may be furnished by the Service Provider or by a subcontractor or by others on behalf of the Service Provider. When work paid for on a force -account basis is performed by forces other than the Service Provider's organization, the Service Provider shall reach agreement with such other forces as to the distribution of the payment made by
the City for such work and no additional payment therefor will be made by ths City.
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The Flat Hourly Rate cost of labor used in performing the extra work shall include:
The actual cost for wages of workers, plus employer payments of payroll taxes, workers' compensation insurance, liability insurance, health and welfare, pension, vacation, apprenticeship funds, and other direct costs resulting from Federal, State, or local laws, as well as assessments or benefits required by lawful collective bargaining agreements.
C. Materials:
The cost of materials reported shall be at invoice or lowest current price at which such materials are locally available and delivered to the job site in the quantities involved, plus sales tax, freight and delivery. City reserves the right to approve materials and sources of supply, or to supply materials to Service Provider if necessary for the progress of the extra work. No markups shall be applied to any material provided by City.
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1F.R.R4 1111610-1111WI-rIIIVt4!r--AN-v I a mr I In I I L" All rented equipment shall, as determined by the City, be in good working condition and suitable for the purpose for which it is to be used. Unless otherwisz specified, manufacturers' ratings shall be used to classify equipment for the determination of applicable rental rates.
1 For the use of any equipment normally required for recurring maintenanct services provided under this Agreement regardless of whether the equipment is already on the work or is to be delivered to the work and regardless of ownership and any rental or other contract entered into by the Service Provider for the use of such equipment, the Service Provider will be paid as provided herein at the current local rental rates used by the State of California Department of Transportation. (Copies of the Equipment Rental Rates used by the State will be furnished on request.) 0 Wiwi 11111rigslane I - I #@ e . a- 0 9- -0 0 0 0 0
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In computing the hourly rental • equipment, less than 30 minutes shall • considered Y2- hour, except that the minimum rental time '• •` paid per day shall be one hour. Rental time will not be allowed while equipment is inoperative due to breakdowns or non -working days.
The rental time of equipment to be paid for shall be the time the equipment is in operation on the force -account work being performed.
Loading and transporting costs will be allowed when the equipment is moved by means other than its own power, except that no payment will be made if the equipment is used at the site of the force -account work on other than the force -account work.
2. For the use of equipment not required under the recurring maintenance services provided under this Agreement and moved in on the work and used exclusively for force -account work, the Service Provider will be paid as provided herein and at the rates agreed upon by the Service Provider and the City, except that in no case shall the rental rates paid exceed those of established distributors or equipment rental agencies.
The rental period shall begin at the time the equipment is unloaded at the site of the force -account work and shall terminate at the end of the day on which the order to discontinue the force -account work is given to the Service Provider by the City, except that the minimum total rental time to be paid for shall be not less than eight (8) hours.
Utility Commission's established rates for transporting the equipment.
Should the equipment be transported by low bed trailers, hourly rates charged by established haulers will be paid. Also, the City will pay for loading and unloading costs. Should the Service Provider desire the return of the equipment to a location other than its original location, the City will pay the cost of transportation in accordance with the above provisions, provided such cost does not exceed the cost of moving the equipment to the work. Payment for transporting and loading and unloading the equipment as provided herein will not be made if the equipment is used on the • in any other way than upon the force - account work.
E. Work Performed by Special Forces or Other Special Services:
When the City and the Service Provider determine that a special service or an item of force -account work cannot be performed by the forces of the Service Provider or those of any of its subcontractors, such service or force -account work item may be performed by a specialist. Invoices of such services or item or force - account work on the basis of the current market prices thereof may be accepted without complete itemization of labor, materials, and equipment rental costs when it is impractical and not in accordance with the established practice of the special
service industry to provide such complete itemization. In those instances wherein the Service Provider is required to perform force -account work necessitating a fabrication process in a shop facility away from the job site, the charges for that portion of force -account work performed in such facility may be accepted as a specialist billing.
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The charges for work performed by the Service Provider, by a subcontractor, and by an employee of a subcontractor shall be reported separately. Substantiating invoices from suppliers, vendors, and subcontractors shall be included with the Service Provider's invoices. The Service Provider shall permit examination of accounts, bills, and vouchers relating to the force -account work, when requested by the City.
6.1. ELIGIBILITY
After two (2) contract years of satisfactory service, the Service Provider may submit to the Director of Public Works, no earlier than the first day of second anniversary of the Agreement, a request for adjustments in the compensation rates and costs. f .2. The Service Provider must submit a request in writing to be received by the City — via certified mail no later than fifteen (15) days after the anniversary day for a rate adjustment and cost increase effective sixty (60) days after the anniversary day based on the method of computation described in Section 6.3. Failure to submit a written request by the end of the fifteenth (15th) day after the anniversary date shall result in Service Provider waiving the right to request such increase for any preceding year.
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The rate adjustment shall be based on the percentage increase to the Consumer Price Index the Bureau of Labor Statistics, U.S. Department of Labor, for the Los Angeles - Long Beach Metropolitan Area. Said adjustment shall become effective sixty (60) days after the anniversa date of the contract. Requests for adjustments to compensation shall be approved administratively by the Director of Public Works. I
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Provider shall be required to obtain all necessary computer software and hardware, supplies, personnel, and training at Service Provider's expense to comply with the City's reporting The City believes cooperation between the Service Provider and the City is critical to the success of this program. City reserves the right to request additional information on an as Iuuw i-roderrve-w-4 2n,"tmik#r-,)6v6--2v4:J
of reports identified in this Agreement, unless otherwise specified.
7.1. WEEKLY REPORTS
Weekly reports are due on the mutually agreed upon date of the weekly meeting between Service Provider's Superintendent and the City's Contract Administrator or designee. Failure submit weekly reports shall subject Service Provider to penalties pursuant to Section 3.5.4 of this Agreement.
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Superintendent shall prepare and submit to the Contract Administrator, or designee, a weekly progress report. Said report shall summarize work completed during the past week, including an assessment of the overall condition of the maintained areas, description of specific problem areas or situations, and actions to be taken by Service for -• actions.
Superintendent shall prepare and submit to the Contract Administrator, or designee, a weekly schedule. Said schedule shall indicate work to be performed during the coming week, including specific locations where crews will be working on specific days of the week.
At City's sole option, City may hold an annual review of the Service Provider's performance and quality of service. The review shall include, but shall not be limited to, services provided, complaints, recommended amendments to the Agreement, developments in the law. The reports required by this Agreement shall be utilized as the basis for review. Additional documentation may be requested.
7.3. VERIFICATION
The City reserves the right to verify any information supplied by the Service Provider. The Contract Administrator or his designee may inspect financial, accounting and operational records of the Service Provider at any reasonable time for any purpose relevant to the performance of the Agreement provisions.
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City or any authorized representatives of City, at all reasonable times, access to and the right t# examine all records, books, papers or documents related to Service Provider's performance under this Agreement including, but not limited to, expenses for subcontractors, agents or assistants, direct and indirect charges for work performed and detailed documentation for all such work performed or to be performed under this Agreement.
Copies or originals of all data collected by Service Provider in relation to work associated with this Agreement shall be provided to City. Data collected, stored, and/or provided shall be in a form acceptable to City and agreed upon by City.
Each and every report, draft, work product, map, record, and other document reproduced, prepared, or caused to be prepared by Service Provider pursuant to or in connection with this Agreement shall be the exclusive property of City.
0 9
All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, com ut:r program data, input record data, written information, and other Documents and Data e2h r created by or provided to Service Provider in connection with the performance of this Agreeme shall be held confidential by Service Provider. Such materials shall not, without the prior writte consent of City, be used by Service Provider for any purposes other than the performance of t Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Service Provider which is otherwise known to Service Provider or is generally known, or has become known, to the relat industry shall be deemed confidential. Service Provider shall not use City's name, City seal, branding logo, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. I
In the event of any litigation, whether in a court of law, administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shall be entitled to recover from the non -prevailing party all reasonable costs incurred, including staff time, court costs, attorneys'fees and all other relat expenses in such litigation. I
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i Ell 111=41RU 4 k, I.1 Is] k, 9-01911 1 ;;l !111! 1 11 A 1 1,111111 , I 4FU :161TA 111:4 If the Service Provider fails to commence work as provided in this Agreement, or to supply an adequate working force, or to maintain the rate of progress of the work in such a manner as in the opinion of the Contract Administrator will ensure a full compliance with this Agreement within the specified time limits, or if in the opinion of the Contract Administrator the Service Provider is not carrying out the provisions of this Agreement, written notice will be served on the Service Provider specifying defaults to be remedied within thirty (30) days for satisfactory compliance with the requirements of this Agreement. Such notice shall set forth the basis for default . If Service Provider neglects or refuses to comply with such notice, the City may suspend the operation of all or any part of the Agreement, or it may, in its discretion after such notice, perform any part of the work or purchase any or all of the materials included in this Agreement or required for the completion thereof at the expense of the Service Provider without suspending the Agreement.
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The work may be suspended in whole or in part when it is determined by the Contract Administrator that such suspension is necessary in the best interest of the City, regardless of fault by the Service Provider. In such event, the Service Provider shall comply immediately with any written order of the Contract Administrator suspending work.
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Section 14.1 and 14.2 shall be final and binding upon both parties.
Suspension of the Agreement, or any part thereof, pursuant to this Section 14 shall operate only to terminate the right of the Service Provider to proceed with the work covered by this Agreement or the suspended portion thereof. The provisions of this Agreement permitting the City to make changes and to make proper adjustment of accounts to cover any increase or decrease of cost on account of such changes and all other provisions of this Agreement except those giving the Service Provider the right to proceed with work on the items covered by the suspension, shall be and remain in full force and effect after such suspension and until the Agreement shall have been completed and final payment or final adjustment of accounts made.
aVA 16141-46 OA 19 1 A L91 1 STA I
Provider and its surety, who shall be liable therefor.
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Where the work is suspended in whole or in part in accordance with the provisions of Section 14.2, the Service Provider will be compensated for damages incurred due to delays for which the City is responsible. Compensation for damages or delays will be determined by the Contract Administrator.
A. The Service Provider is in default of this Agreement when in the City's opinion the Service Provider has:
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consent.
C. Termination for Default. City may terminate this Agreement when in the determination of City, Service Provider is unable to cure, is no longer diligently, conscientiously, and timely undertaking to cure the deficiency or is unwilling to remedy such default in accordance with subsection B above. Such termination shall be referred to herein as Termination for Default". This Agreement may then be terminated by City upon service of a ten 10) day written notice to Service Provider.
Service Provider will be paid the actual amount due based on unit prices or lump sums bid and the quantity of work completed as of the effective date of termination, less damages caused to the City by acts of the Service Provider causing the termination. The Service Provider, in having tendered a bid, shall be deemed to have waived any and all claims for damages because of termination for default of Agreement.
D. Surety; Performance Bond. If the Service Provider fails to cure the default, the Contract Administrator may, but is not required, to serve written notice upon the Service Provider's Surety of the Performance Bond demanding satisfactory compliance with the Agreement.
If the Service Provider or its Surety does not comply with such notice within five (5) days after receiving it, or after starting to comply, fails to continue, the City may exclude it from the premises and complete the work by City forces, by letting the unfinished work to another contractor, or by a combination of such methods. In any event, the cost of completing the work shall be charged against the Service Provider and its Surety and may be deducted from any money due or becoming due from the City. If the sums under the Agreement are insufficient for completion, the Service Provider or Surety shall pay to the City within five (5) days after the completion all costs in excess of the Contract price.
If the Surety assumes any part of the work, it shall take the Service Provider's place in all respects for that part and shall be paid by the City for all work performed by it in accordance with this Agreement. If the Surety assumes the entire Agreement, all money due the Service Provider at the time of its default shall be payable to the Surety as the work progresses, subject to the terms of this Agreement.
The provisions of this section shall be in addition to all other rights and remedies available to the City under law.
The City may terminate the Agreement when conditions encountered during the work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by force majeure as defined in Section 21 of this Agreement, by law, court order, or by official action of a public authority.
When written notice by the Contract Administrator to discontinue work is served upon the Service Provider because the Agreement has been terminated, the Service Provider shall comply immediately with the order of the Contract Administrator. the unit prices set forth in this Agreement. In the event no unit prices are named, the Service Provider shall be paid a percentage of the work completed up to the time of termination based on the lump sum price in Exhibit A. In no event will the City be liable to the Service Provider for breach of the Agreement, extra work, or damages because of said termination of the Agreement.
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Landscape West Management Services, Inc.
1234 North Blue Gum Street
Anaheim, CA 92860
Phone: (714) 860-4702
Fax: (714) 860-4705
Attn: Michael Garibay, President
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Fax: (562) 923-6388
An: Director of Public Works
With a courtesy copy to:
City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
L7MlffL'tf-W,?-'l k1 1541:
15.1. Time for Compliance. Service Provider shall not commence the Scope of Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Service Provider shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience with insurer, coverage or other special circumstances.
15.2. Minimum Reguirements. Service Provider shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement, and the Scope of Work by the Service Provider, its agents, representatives, employees or subcontractors. Service Provider shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
A) Minimum Scope of Insurance. (1) Commercial General
Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2) Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if Service Provider owns no autos, Code 8 (hired) and 9 (non - owned); and (3) Workers' Compensation: Workers' Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer's Liability Insurance.
B) Minimum Limits of Insurance. Service Provider shall
maintain limits no less than: (1) Commercial General Liability (CGL): No less than $2,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: No less than $2,000,000 per accident for bodily injury and property damage; and (3) Contractors' Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions with limits no less than$1,000,000 per occurrence or claim, and $2,000,000 policy aggregate; (4) Workers' Compensation: Workers' Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (5) Employer's Liability: Employer's Liability limits of no less than $2,000,000 per accident for bodily injury or disease. Employer's Liability coverage may be waived by the City if City receives written verification that Service Provider has no employees.
If the Service Provider maintains broader coverage and/or higher limits than the minimum shown in this subdivision 15.2, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Service Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City .
15.3 Professional Liabilit Errors & Omissions Service Provider shall procure and maintain, and require its sub -contractors to procure and maintain, for a period of five (5) years following completion of the Agreement or the Scope of Services, errors and omissions liability insurance appropriate to its profession. Such insurance shall be in an amount not less than $2,000,000 per occurrence or claim and $2,000,000 in the aggregate, and shall be endorsed to include contractual liability. If the Service Provider maintains broader coverage and/or higher limits than the minimum shown in this subdivision 15.2 the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Service Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City .
15.4. Insurance Endorsements. The insurance policies shall contain the following provisions, or Service Provider shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the Agreement and Scope of Work performed by or on behalf of the Service Provider, including materials, parts or equipment furnished in connection with such Agreement and Scope of Work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Service Provider's scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the Service Provider's insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are used).
B) Waiver of Subrogation. Service Provider hereby grants to City a waiver of any right to subrogation which any insurer of said Service Provider may acquire
against the City by virtue of the payment of any loss under said insurance policies set forth herein. Service Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
C) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City ; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City , its directors, officials, officers, employees, agents and volunteers.
15.5. Primary Coverage. For any claims related to this Agreement, the Service Provider's insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City , its directors, officials, officers, employees, agents and volunteers shall be excess of the Service Provider's insurance and shall not be called upon to contribute with it in any way.
15.6. Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City , its directors, officials, officers, employees, agents and volunteers.
15.7. Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City. CITY may require Service Provider to provide proof of ability to pay losses and related investigations, claim administration and defense expenses and costs within the retention. The policy language shall provide or be endorsed to provide that the self -insured retention may be satisfied by either the named insured or City .
15.8. Accep ability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best's rating no less than A:VII, authorized to do business in California, and satisfactory to the City.
15.9. Verification of Coverage. Service Provider shall furnish City with original certificates of insurance, including all required amendatory endorsements (or copies of the applicable policy language effective coverage required by this provision) and a copy of the Declarations and Endorsement Page of the Commercial General Liability policy listing all policy endorsements to the City before the commencement of work under this Agreement. However, failure to obtain the required documents prior to the commencement of work under this Agreement shall not waive the Service Provider's obligation to provide them to the City. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time.
15.10. Claims -Made Policies. If any of the policies provide coverage on a claims -made basis:
A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest; B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement;
C) If coverage is canceled, non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the Service Provider must purchase extended reporting coverage for a minimum of five (5) years after completion of the Scope of Work under this Agreement.
15.11 Failure to Provide Insurance
Service Provider's failure to obtain, pay for, or maintain any required insurance shall constitute a material breach upon which City may immediately terminate or suspend this Agreement. At its discretion, City may obtain or renew the insurance and pay all or part of the premiums. Upon demand, Service Provider shall repay City all monies City has paid to obtain or renew the insurance, or City may offset the cost of the premium against any monies due Service Provider from City.
The Service Provider shall obtain, pay for, and maintain throughout the life of this Agreement a Faithful Performance Bond in an amount equal to 100% of the annual Contract price.
Said bond shall be in the form shown in EXHIBIT D, attached hereto and incorporated herein by reference, accompanied by a power of attorney from the surety company authorizing the person executing the bond to sign on behalf of the company. If the bond is executed outside the State of California, a California representative of the surety must countersign all copies of the bond.
The signature of the person executing the bond shall be acknowledged by a Notary Public as the signature of the person designated in the power of attorney.
The surety or sureties on all bonds furnished must be satisfactory to the City. City will reject surety bond obtained from any company which is not an admitted surety insurer under the laws of the State of California and which does not hold a Certificate of Authority from the U.S.
Secretary of the Treasury under 31 U.S.C. as an acceptable surety on Federal bonds. The surety must also be listed in the latest edition of U.S. Department of Treasury Circular 570, and the bond provided must not exceed the surety's bonding limitations as set forth in Circular 570.
If, during the continuance of the Agreement, any of the sureties, in the opinion of the City, are or become non -responsible or otherwise unacceptable to City, City may require other new or additional sureties, which the Service Provider shall furnish to the satisfaction of City within ten 10) days after notice, and in default thereof the Agreement may be suspended and the work completed as provided in Section 14 of this Agreement.
No modifications or alterations made in the work to be performed under the Agreement or the time of performance shall operate to release any surety from liability on any bond required to be given herein. The surety shall waive notice of such events.
The Notice to Proceed will not be issued until the aforesaid bond have been received and approved by City. City's decision as to the acceptability of all sureties and bond is final. No substitution of the form of the documents will be permitted without the prior written consent of City.
I IVA I Viffi, 10 4 V
No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
The waiver of either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that same or any other provision.
18.1. SAFETY
FaMims or liability Insing solely ou o e lyso rinegilgentaM571151t5s roffI151- 1 uisconduct.
19.1.1. F=ntjj:@,6gLeement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.
19.1.2. Goveming Law. This Agreement shall be governed by the laws of the State of California. Venue shall be the courts in Los Angeles County.
19.1.3. Time of Essence. Time is of the essence for each and every provision of this Agreement.
19.1.4. Citv's Riaht to Em lov Other Service Ptg ders. City reserves right to employ •other Service Providers in connection with this Pr ect.
19.1.5. Successors and AssigD§. This Agreement shall be binding on the successors and assigns of the parties.
19.1.6. Assignmentp[Itgn. Neither party shall assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other party. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
19.1.7. QPhstrObtigh: Referengg% Cagons. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Service Provider include all personnel, employees, agents, and subcontractors of Service Provider, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
19.1.8. Amendment', Modcation. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
19.1.9. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
19.1.10. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
19.1.11. Invalid tv; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
19.1.12. Prohibited Interests. Service Provider maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Service Provider, to solicit or secure this Agreement, Further, Service Provider warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Service Provider, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
19.1.13. E ual OpportunL,Employment. Service Provider represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Service Provider shall also comply with all relevant provisions of any City Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
19.1.14. Labor Certification. By its signature hereunder, Service Provider certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
19.1.15. Authority to Enter Agreement. Service Provider has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
19.1.16. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument.
19.1.17. Effect of Conflict. In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, any of its exhibits, attachments,
purchase order, or notice to proceed, the provisions of this Agreement will govern and control.
20. SEVERABILITY
Should any part, term or provision of this Agreement or any document required herein to be executed be declared invalid, void or unenforceable, all remaining parts, terms and provisions hereof shall remain in full force and effect and shall in no way be invalidated, impaired or Attest.,
Approved as to Form:
CO AttorneT ------
a California corporation
By:
Name: /tf, t
Title: ?-Lf
k I a 0 0
46-ire I "qr±l Ilk-1 .1 ZATJ 144 ± .
THIS AMENDMENT No. I ("Amendment") is entered into this 20th day of Septemb 2022, by and between the City of Downey, a California municipal corporation and charter cil City") with its principal place of business at 11111 Brookshire Avenue, Downey, CA 902 and Landscape West Management Services, Inc., a California Corporation ("Contractor") with ii principal place of business at 1234 North Gum Street, Anaheim, CA 92806. City and Contract are sometimes individually referred to as the "Party" and collectively as the "Parties".
WHEREAS, City and Contractor entered into a Professional Services Agreeme Agreement") on August 25, 2020 for on -street landscape maintenance services as mo - specifically described in the Agreement; and
WHEREAS, the parties desire to make certain amendments to the Agreement as s forth herein; and
WHEREAS, the Parties intend to be bound by the terms and provisions of th- Agreement as it is amended herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and condition herein contained, the Parties agree as follows: I
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A. City and Contractor hereby amend Section 1.2 of the Agreement to read as follows,
The Initial Term of this Agreement shall be from October 1, 2020 to September 3 2023, unless earlier terminated as provided herein. Service Provider shall complete t Services within the term of this Agreement, and shall meet any other established schedules a deadlines. City reserves the right to extend the term ("Extended Term") annually for a maximu of three (3) one-year periods, commencing October 1, 2022 and ending September 30, 202 subject to City Manager approval. The City Manager has approved an Extended Term undI this agreement for an additional one (1) year period, commencing October 1, 2022, and endi September 30, 2023. Notwithstanding any other terms and provisions of this Agreement, Cil reserves the right to terminate this Contract with or without cause at any time during thI Contract by serving a thirty (30) days'written notice of such termination upon Service Providerl B. Pursuant to Section 6 of the Agreement and the administrative approval of the Director of Public Works, City and Contractor hereby amend the Agreement by replacing Exhibit A ("Fee Schedule") with a new "Exhibit "A" which is attached hereto and incorporated herein by reference.
Section 2. The rights, obligations and fees of the Parties under the Agreement sha not otherwise be amended, altered or revised except as expressly provided for herein and other terms of the Agreement shall remain in full force and effect. i
N.-"mun, I Nit, w
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Date:—f---
ATTEST:
B y
ii"ity Clerk
By:'--d&wli V
City AttorneyV4;
Contractor: Landscape West Management
Services, Inc.
By:
Michael Garibay,t"bresident
ate. 9L 12,
ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Service Provider shall also comply with all relevant provisions of any City Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Gjartification. By its signature hereunder, Service Provider certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.5.21 Auth0fl1yAqEqLet.1\Ateerrent. Service Provider has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement.
Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument.
3.5.23 Effect of Conflict.
In the event of any conflict, inconsistency, or incongruity between any provision of th Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Agreement will govern and control. i
3.6.1 Prior Awroval Reguired. Service Provider shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Service Provider shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement. Service Provider shall ensure that City is an additional insured as required in Section 3.2.10.4.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
CITY OF DOWNEY,
2 California municipal corporation
2nd charter city
By: - By:
blanf6a 00696, Mayor
United Pacific Services, Inc.
a California corporation
16 65186.00213\40147445.1
MMUZOOM
Lauren Langer
Interim City Attorney
17 65186.00213\40147445.1