SERVICES AGREEMENT
BRIGHTVIEW LANDSCAPE SERVICES, INC.
Mowing and Edging Services at Bobby Bonds Park, Bordwell Park, Bryant Park, Carlson Park, El Dorado Park, Fairmount Park, and Villegas Park (RFP No. 2107)
On this day of _ 2022, the CITY OF RIVERSIDE, a California charter city and municipal corporation (City"), and BRIGHTVIEW LANDSCAPE SERVICES, INC., a California corporation ("Contractor"), mutually agree as follows:
1. Scope of Services. Contractor shall furnish all labor, materials and equipment for and perform the work of Mowing and Edging Services at Bobby Bonds Park, Bordwell Park, Bryant Park, Carlson Park, El Dorado Park, Fairmount Park, and Villegas Park (RFP No. 2107) ("Services"). Contractor shall perform the Services in accordance with the provisions and requirements of the Scope of Services attached hereto as Exhibit "A" and any change orders issued in accordance with the purchasing resolution, not to exceed 15% of the total contract price, all of which are incorporated herein by reference.
2. Term. This Agreement shall be in effect from July 1, 2022, through June 30, 2024, unless otherwise terminated pursuant to the provisions herein. Prior to the expiration of the Initial Term, this Agreement may be extended for up to three (3) additional one (1) year terms) ("Renewal Term"), unless otherwise terminated during the Renewal Term pursuant to the provisions herein.
3. Compensation. City shall pay Contractor for the performance of the Services during the initial term of this Agreement a Contract Price for the annual amount of Two Hundred Eighty-Four Thousand Twenty-Four Dollars ($284,024.00), and for any change orders issued in accordance with the purchasing resolution not to exceed 15% of the total contract price. City shall pay Contractor for Services performed to City's satisfaction on a monthly basis in accordance with the provisions of the Compensation Schedule attached hereto as Exhibit "B" and in accordance with the provisions of any change orders issued in accordance with the purchasing resolution all of which are incorporated herein by this reference. If the term of the Agreement is extended, Contractor's compensation for the extended term shall be mutually agreed upon in writing by the parties.
4. General Compliance with Laws. Contractor shall keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of Services by Contractor pursuant to this Agreement. Contractor shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations.
5. Business Tax Certificate. As a condition of this Agreement, Contractor shall secure a business tax certificate to operate in the City of Riverside pursuant to Chapter 5.04 of the Riverside Municipal Code and shall also secure any other licenses or permits which may be required.
6. Business Tax and Penalties. Contractor acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which is owed, or which becomes owed, by Contractor to City, City reserves the right to withhold and offset said amounts from any payments, refunds or reimbursements owed by City to Contractor under the Agreement. Notice of such withholding and offset shall promptly be given to Contractor by City in writing. In the event of a dispute as to the amount owed or whether such amount is owed to City, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved.
7. Personnel. Contractor shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. The key personnel are listed in Exhibit "C," attached hereto and incorporated herein by reference. Contractor shall furnish qualified personnel to perform the Services.
8. Assignment and Subcontracting. Neither party shall assign any right, interest, or obligation in or under this Agreement to any other entity without prior written consent of the other In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a writing satisfactory to the parties. Contractor acknowledges that any assignment may, at the City's sole discretion, require City Manager and/or City Council approval. Contractor shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible City Contract Administrator.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 11. The Contractor acknowledges and agrees that the City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between any subcontractor and the City.
9. Independent Contractor. In the performance of this Agreement, Contractor, and Contractor's employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers of employees of the City of Riverside. Contractor acknowledges and agrees that the City has no obligation to pay or withhold state or federal taxes or to provide workers' compensation or unemployment insurance to Contractor, or to Contractor's employees, subcontractors and agents. Contractor, as an independent contractor, shall be responsible for any and all taxes that apply to Contractor as an employer.
10. Indemnification. Contractor shall indemnify and hold harmless the City, and the City's employees, officers, managers, agents and council members from any liability, claim, damage or action whatsoever, arising out of the sole negligence or willful misconduct of Contractor, its officers, employees, subcontractors, agents or including but not limited to property damage, bodily injury, or death. Contractor shall defend, at its sole cost and expense, including but not limited to attorney fees, cost of investigation, defense and settlement or awards, the City and the City's employees, officers, managers, agents and council members in any such action or claim. With respect to any action or claim subject to indemnification herein by Contractor, Contractor shall, at 2 its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of City; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes Contractor's indemnification of City. Contractor's obligations hereunder shall be satisfied when Contractor has provided to City the appropriate form of dismissal (or similar document) relieving the City from any liability for the action or claim involved. The specified insurance limits required in this Agreement shall in no way limit or circumscribe Contractor's obligations to indemnify and hold harmless the City.
11. Insurance.
11.1 General Provisions. Prior to the City's execution of this Agreement, Contractor shall provide satisfactory evidence of, and shall thereafter maintain during the term of this Agreement, such insurance policies and coverages in the types, limits, forms and ratings required herein. The rating and required insurance policies and coverages may be modified in writing by the City's Risk Manager or City Attorney, or a designee, unless such modification is prohibited by law.
11.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Contractor's indemnification obligations under Section 10 hereof.
11.1.2 Ratings. Any insurance policy or coverage provided by Contractor or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder's rating of A or higher and a Financial Class of VII or higher.
11.1.3 Cancellation. The policies shall not be canceled unless thirty (30) days' prior written notification of intended cancellation has been given to City by certified or registered mail, postage prepaid.
representation that the types or limits of insurance specified to be carried by Contractor pursuant to coverage is inadequate, Contractor will obtain such additional insurance coverage as Contractor deems adequate, at Contractor's sole expense.
11.2 Workers' Compensation Insurance. By executing this Agreement, Contractor certifies that Contractor is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation, or to undertake self-insurance before commencing any of the work. Contractor shall carry the insurance or provide for self-insurance required by California law to protect said Contractor from claims under the Workers' Compensation Act. Prior to City's execution of this Agreement, Contractor shall file with City either 1) a certificate of insurance showing that such insurance is in effect, or that Contractor is self-insured for such coverage, or 2) a certified statement that Contractor has no employees, and acknowledging that if Contractor does employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with City shall 3 provide that City will be given ten (10) days' prior written notice before modification or cancellation thereot.
11.3 Commercial General Liability and Automobile Insurance. Prior to City's execution of this Agreement, Contractor shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance and automobile liability insurance as required to insure Contractor against damages for personal injury, including accidental death, as well as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Contractor.
The City, and its officers, employees and agents, shall be named as additional insureds under the Contractor's insurance policies.
11.3.1 Contractor's commercial general liability insurance policy shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-completed operations liability, independent contractor's liability, personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000.
11.3.2 Contractor's automobile liability policy shall cover both bodily injury and property damage in an amount not less than $1,000,000 per occurrence and an aggregate limit of not less than $1,000,000. All of Contractor's automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Contractor's performance of this Agreement, which vehicles shall include, but are not limited to, Contractor owned vehicles, Contractor leased vehicles, Contractor's employee vehicles, non-Contractor owned vehicles and hired vehicles.
11.3.3 Prior to City's execution of this Agreement, copies of insurance policies or original certificates along with additional insured endorsements acceptable to the City evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with City and shall include the City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions:
i agred is at the city of reside his polices emp loresan does. and on behalf of the named insured for the City of Riverside.
11.3.4 The insurance policy or policies shall also comply with the following provisions:
a. If the policy is written on a claims made basis, the certificate should so specify and the policy must continue in force for one year after completion of the services.
The retroactive date of coverage must also be listed
4 b. The policy shall specify that the insurance provided by Contractor will be considered primary and not contributory to any other insurance available to the City and Endorsement No. CG 20010413 shall be provided to the City.
Termination. City shall have the right to terminate any or all of Contractor's Services and work covered by this Agreement at any time upon thirty (30) calendar days' written notice to Contractor. In the event of such termination, Contractor shall submit Contractor's final written statement of the amount of services provided as of the date of such termination for payment by the City.
Notwithstanding the foregoing, the City may terminate Contractor's performance of this Agreement upon five (5) calendar days' written notice if:
(1) Contractor fails to promptly begin performance of the Services; (2) Contractor fails to perform the Services;
(3) Contractor discontinues performance of the Services; (4) Contractor fails to make payment to employees in accordance with applicable law;
(5) Contractor disregards laws, ordinances, or rules, regulations, or orders of a public authority having jurisdiction;
(6) Contractor otherwise is guilty of breach of a provision of this Agreement; (7) Contractor becomes insolvent, is adjudicated bankrupt, or makes a general assignment for the benefit of creditors and fails to provide City with adequate assurances of Contractor's ability to satisfy its contractual obligations.
(8) A receiver, trustee, or other judicial officer shall not have any right, title, or interest in or to this Agreement. Upon that person's appointment, City has, at its option and sole discretion, the right to immediately cancel the Agreement and declare it null and void.
13. Non-Discrimination. During Contractor's performance of this Agreement, Contractor shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, gender, gender identity, genetic information, gender expression, sex or sexual orientation, military and veteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 5 12940 of the California Government Code. Further, Contractor agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.
14. City's Right to Employ Other Consultants/Contractors. City reserves the right to employ other Contractors in connection with the Services. If the City is required to employ another contractor to complete Contractor's work, due to the failure of the Contractor to perform, or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Contractor.
Conflict of Interest. Contractor, for itself and on behalf of the individuals listed in Exhibit "C," represents and warrants that by the execution of this Agreement, they have no interest, present or contemplated, affected by the above-described Services. Contractor further warrants that neither Contractor, nor the individuals listed in Exhibit "C" have any real property, business interests of income interests that will be affected by this project or, alternatively, that Contractor will file with the City an affidavit disclosing any such interest.
Solicitation. Contractor warrants that Contractor has not employed or retained any person or agency to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission, percentage, brokerage, or contingent fee to be paid to secure this Agreement. For breach of this warranty, City shall have the right to terminate this Agreement without liability and pay Contractor only for the value of work Contractor has actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Contractor the full amount of such commission, percentage, brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement.
17. Prevailing Wage. If applicable, pursuant to Section 1771 of the California Labor Code, Contractors are required to pay the general prevailing rates of per diem wages, overtime and holiday wages as determined by the Director of the Department of Industrial Relations and implemented by Resolution No. 13346 of the City Council of the City of Riverside. The Director's determination prevailing available on-line at
www.dir.ca.gov/dlsr/DPreWageDetermination.htm, and is referred to and made a part hereof as though fully set forth herein. California Labor Code Sections 1725.5 and 1771.1 requiring all general contractors and subcontractors to be registered with DIR. Registration can be accomplished through the DIR website by using this link: http://www.dir.ca.gov/Public- Works/PublicWorks.html.
18. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows:
To City To Contractor
Parks, Recreation & Community Brightview Landscape Services, Inc.
Service Attn: Leon Vitort
City of Riverside 27001 Agoura Road, Suite 350
Attn: Jorge Rocha Calabasas, CA 91301
6 3900 Main Street
Riverside, CA 92522
19. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in the Superior Court of California, County of Riverside and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county.
20. Waiver. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically provided in this Agreement or as may be agreed in writing.
21. Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, in this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement and the remainder of the Agreement shall continue in full force and effect.
22. Amendments. This Agreement may be modified or amended only by a written agreement and/or change order executed by the Contractor and City.
23. Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof and thereof.
Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by, and neither party is relying on, any representation of warranty outside those expressly set forth in this Agreement. [SIGNATURES ON FOLLOWING PAGE.J
7 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF RIVERSIDE, a California BRIGHTVIEW LANDSCAPE SERVICES, charter city and municipal corporation INC., a California corporation By: By:
City Manager
FSED FRENSO
(Printed Name]
Attest: SUP
City Clerk [Title]
Certified as to Availability of Funds By: De D Moo
By: DaviD Moo
Chief Financial Officer (Printed Name]
[Title]
Approved as to Form:
City Attorney
22-0291.2 PAN 4/15/22
8 EXHIBIT "A"
SCOPE OF SERVICES
EXHIBIT A
Scope of Services
ARTICLE 1 - SCOPE OF WORK
1.01 GENERAL
The work consists of routine mowing and edging of several City-owned facilities.
ARTICLE 2 - Turf Maintenance
1.TURF GRASS MOWING
Mowing height for all turf grass areas shall be no less than 1.5" and shall not exceed 2.5" during the months of November to April. Through the months of September to October turf grass shall be mowed at a height of
2.5" to 1". Mowing height shall be reduced reduced per week until until height is reached.
The turf shall be cut at a uniform height leaving no scalping or uneven cuts. Trash and debris shall be cleaned up prior to each mowing. No visible grass clippings or clumps shall be present after mowing is completed.
2.01 TURF GRASS EDGING & TRIMMING
All turf maintained under the Contract shall be mowed with commercial power mowers with recycling or mulching decks.
a. The mowers shall be maintained and sharpened to provide a smooth even cut without tattering, shredding, bruising, or tearing of the leaf blade.
b. The blade adjustment shall provide a uniform, level cut without ridges or depressions. c. Mowing heights may vary depending on the needs of the City. d. Mowing patterns shall be rotated 45 degrees clockwise from the previous weeks mow pattern.
See diagram below.
100 3 3180
Parking lot median areas shall be mowed with a 21" mower.an areas shall be mowed with a 21" mower. f. Contractor shall exercise extreme safety measures when working around the public. Care shall be taken to ensure mower speed is safe and appropriate, and clippings are not directed towards the public. g. Beginning the first week of September and continuing through the third week in October, Contractor shall be required to lower mow height from 2-1/2" to 1". Mowing height shall be reduced ½" per week until 1" height is reached.
h. No visible grass clippings or clumps shall be present after mowing is completed.
FREQUENCY
Mowing shall be completed weekly. The Contractor may request alteration of this mowing frequency from the Inspector for reasons of rain or prolonged cold. Work shall be performed on the same days each week.
All mowing missed due to inclement weather shall be rescheduled and completed within two (2) work days.
Any mowing missed and not completed during the week shall be deducted from the monthly billing statement at a rate of 25% of the total monthly maintenance cost.
City shall be responsible for irrigation scheduling and will not irrigate turf areas for the 24-hour period preceding the start of mowing at each site.
5 2.03 CUTTING HEIGHTS
Cutting heights shall be adjusted according to the type of grass in accordance with the following:
Bluegrass and Fescue 2"
Rye 2 ½"
Bermuda ½"- 1"
Sports Blends 5 Seed Mix 1" - 2 ½"
2.04 EDGING/LINE TRIMMING
All turf grass borders, sidewalks, walkways, curbs, gutters, trails, valve boxes, posts and fence lines shall be neatly and uniformly edged or trimmed concurrent with every mowing. Care should be given during edging/line trimming activities to avoid damaging trees and roots.
A. Mechanical Edging - Mechanical methods (e.g. mechanical blade edging and line trimming) shall be used except where physically not possible or practical.
Contractor is responsible for line trimming in the drainage channel at Bordwell Park.
Chemical Edging - Chemical applications shall be used on areas such as planters, along asphalt trails/paths, around sports field equipment, fence lines, etc. Chemical edging will only be permitted where mechanical methods are impossible. Contractor shall use only non-restricted chemicals to perform chemical edging. Areas to be sprayed shall not exceed 6" in width.
Prior to the application of chemicals, all areas shall be trimmed to the proper heights within two days.
2.05 EQUIPMENT
All equipment shall be used and maintained in accordance with manufacturer's specifications. All scalp wheels and shields shall be properly installed at all times and maintained to manufacturer's specifications.
2.05 WASTE DISPOSAL & GENERAL CLEAN-UP
All glass, leaves, paper and other debris shall be removed and disposed of off-site prior to mowing.
All walkways, curbs and gutters, roadways, trails or other areas dirtied by miscellaneous turf maintenance operations shall be cleaned and all leaves and debris disposed of off-site prior to the completion of that day's maintenance operations or the end of the day, whichever occurs first. All debris generated from Contractors operations shall be picked up and disposed of off-site. No debris shall be blown into streets and roadways, or blown from the street back onto the mowed areas.
2.06 GREENSWASTE AND RECYCLING
Contractor shall be responsible to recycle any greens waste removed from the jobsite. A quarterly summary identifying the amount or quantity shall be submitted with the monthly invoice of greens waste generated through Contractor's operation.
ARTICLE 3 - CHEMICAL APPLICATION
3.01 NOTICE OF INTENT
Chemicals shall be recommended and approved by the City prior to use. A Notice of Intent to apply non- restricted/restricted materials form shall be completed and submitted to the Inspector a minimum of seven (7) days prior to intended use. No chemical applications shall be performed until the Inspector's approval is 6 obtained, and a Notice of Intent filed with the Riverside County Department of Agriculture. Failure to obtain authorization from the City may result in a $200.00 per instance deduction.
3.02 LICENSE AND CERTIFICATE
The Contractor shall be responsible for appropriate personnel having a valid and current Qualified Applicators License (QAL) for the work described in this RFP. Any use of restricted materials shall be in strict accordance with the State Agriculture Rules and Regulations. Chemicals shall only be applied under the supervision of properly licensed persons and shall be applied only by qualified applicators. Records of all chemical application operations, authorization stating dates, time, methods of applications, chemical formulations, applicators name and weather conditions at the time of application shall be made and retained in an active file for a minimum of one (1) year. After this period, records shall be retained in accordance with Riverside County Department of Agriculture regulations.
3.03 DRIFT
Chemicals shall be applied to limit drift to six (6) inches. All precautionary measures necessary to ensure public and worker safety shall be employed since all areas will be open for public access during application.
3.04 PUBLIC NOTICES
Contractor shall be responsible for posting all notices when chemicals are applied. All notices shall be in accordance with Chemical Product Labels and Department of Agriculture Regulations. 7 EXHIBIT "B"
COMPENSATION
BrightView l
Pricing
Enter Proposer Name Here: BrightView Landscape Services, Inc._ Instructions: Enter weekly price, remaining totals will self populate JING AND EDGING SERVICE:
ITEM NO. LOCATION Weekly Price Annual Price(X 52 weeks ) 1 Bobby Bonds Park Ş 204.00 $ 10,608.00
2 Bordwell Park $ 454.00 23,608.00
Bryant Park $ 414.00 21,528.00
4 Carlson Park 73.00 3,796.00
5 El Dorado Park 272.00 $ 14,144.00
6 Fairmount Park 960.00 $ 49,920.00
Villegas Park 354.00 $ 18,408.00
Total annual Cost $ 142,012.00
Grand Total (Total X 2= 2 Year Contract Term) $ 284,024.00 EXHIBIT "C"
KEY PERSONNEL
Santiago Torres
Leon Vitort
Rene Rivera