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Mountains Recreation and Conservation Authority (MRCA) (2014) Agreement CITY OF RANCHO PALOS VERDES AGREEMENT FOR SERVICES This Agreement is made on this f1ay of June, 2014, by and between the City of Rancho Palos Verdes, (hereinafter referred to as the "CITY") and the Mountains Recreation and Conservation Authority (hereinafter referred to as "MRCA"). RECITALS A. The CITY proposes to contract for professional services as outlined below; B. MRCA is willing to perform such services and has the necessary qualifications by reason of experience, preparation, and organization to provide such services; C. NOW, THEREFORE, the CITY and MRCA mutually agree as follows: 1. SERVICES. MRCA shall perform those services set forth in "Exhibit A,"which is attached hereto and incorporated herein by reference. 2. TERM OF AGREEMENT. The term of this agreement shall commence on July 1, 2014 and shall expire on June 30, 2015. This agreement may be extended for two additional one-year terms, upon the mutual written consent of both parties. 3. PAYMENT FOR SERVICES. CITY agrees to compensate MRCA for the services described in Exhibit A. MRCA shall be paid within thirty (30) days of presentation of an invoice to the CITY for services performed to the CITY's satisfaction. MRCA shall submit invoices quarterly describing the services performed, the date services were performed, a description of reimbursable costs, and any other information requested by the CITY. 4. CONTRACT ADMINISTRATION. 4.1. The CITY's Representative. Unless otherwise designated in writing, Recreation and Parks Administrative Analyst Katie Lozano shall serve as the CITY'S representative for the administration of the contract. All activities performed by MRCA shall be coordinated with this person. 4.2. Manager-in-Charge. For MRCA, Senior Ranger Jewel Johnson shall be in charge of all matters relating to this Agreement. The Manager-in- Charge shall not be replaced without the written consent of the CITY. 4.3. Responsibilities of the CITY. The CITY shall provide all relevant documentation in its possession to MRCA upon request, in order to minimize duplication of efforts. The CITY's staff shall work with MRCA as necessary to facilitate performance of the services. 4.4. Personnel. MRCA represents that it has or will secure at its own expense all personnel required to perform the services under this 1716071V3 Page 1 of 11 CITY OF RANCHO PALOS VERDES AGREEMENT FOR SERVICES Agreement. All of the services required under this Agreement will be performed by MRCA or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. MRCA reserves the right to determine the assignment of its own employees to the performance of MRCA's services under this Agreement, but the CITY reserves the right, for good cause, to require MRCA to exclude any employee from performing services on the CITY's premises. 5. TERMINATION. 5.1. Termination for Convenience. Either party may terminate this Agreement without cause and in its sole discretion at any time by giving the other party thirty (30) days' prior written notice of such termination. In the event of such termination, MRCA shall cease services as of the date of termination and shall be compensated for services performed to the CITY's satisfaction up to the date of termination. 5.2. Termination for Cause. All terms, provisions, and specifications of this Agreement are material and binding, and failure to perform any material portion of the work described herein shall be considered a breach of this Agreement. Should the Agreement be breached in any manner, and should MRCA fail to promptly cure such breach, the CITY may, at its option, terminate the Agreement not less than five (5) days after written notification is received by MRCA. 6. INDEMNIFICATION. 6.1. CITY shall indemnify, defend with counsel approved by MRCA, and hold harmless MRCA, its officers, officials, employees and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorney's fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with a third party claim that is caused by the sole negligence or willful misconduct of the CITY, and which does not arise from MRCA's performance of work hereunder. Should MRCA in its reasonable discretion find CITY'S legal counsel unacceptable, then CITY shall reimburse the MRCA its costs of defense, including without limitation, reasonable attorney's fees, expert fees and all other costs and fees of litigation. CITY shall promptly pay any final judgment rendered against MRCA (and its officers, officials, employees and volunteers) covered by this indemnity obligation. 6.2. MRCA shall indemnify, defend with counsel approved by CITY, and hold harmless CITY, its officers, officials, employees and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorney's fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with a third party claim related to MRCA's performance of 1716071V3 Page 2 of 11 CITY OF RANCHO PALOS VERDES AGREEMENT FOR SERVICES work hereunder or its failure to comply with any of its obligations contained in this AGREEMENT including negligence or willful misconduct, except to the extent that such loss or damage is caused by the sole negligence or willful misconduct of the CITY. Should CITY in its reasonable discretion find MRCA'S legal counsel unacceptable, then MRCA shall reimburse the CITY its costs of defense, including without limitation, reasonable attorney's fees, expert fees and all other costs and fees of litigation. MRCA shall promptly pay any final judgment rendered against the CITY (and its officers, officials, employees and volunteers) covered by this indemnity obligation. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. 7. INSURANCE REQUIREMENTS. 7.1. MRCA, at MRCA's own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies: 7.1.1. Workers' Compensation Coverage. MRCA shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for its employees in accordance with the laws of the State of California. In addition, MRCA shall require any and every subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non- renewal of all Workers' Compensation policies must be received by the CITY at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against the CITY, its officers, agents, employees, and volunteers for losses arising from work performed by MRCA for City. 7.1.2. General Liability Coverage. MRCA shall maintain commercial general liability insurance in an amount of not less than one million dollars ($1,000,000) per occurrence, for bodily injury, personal injury, and property damage. 7.1.3. Automobile Liability Coverage. MRCA shall maintain automobile liability insurance covering bodily injury and property damage for all owned, hired, and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. If MRCA's employees will use personal autos in any way on this project, MRCA shall obtain evidence of personal auto liability coverage for each such person. 1716071V3 Page 3 of 11 CITY OF RANCHO PALOS VERDES AGREEMENT FOR SERVICES 7.2. Endorsements. All liability insurance policies shall be issued by insurers that are authorized or admitted to do business in the State of California possessing a Best's rating of no less than A-:VII. MRCA agrees to have its insurers endorse the third party general liability coverage required herein to include as additional insured's the CITY, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992 or similarly-worded endorsement. MRCA also agrees to require all contractors, and subcontractors to do likewise. 7.2.1. All coverage shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy. 7.2.2. MRCA acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to the CITY. 7.2.3. The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise. A Waiver of Subrogation Endorsement in favor of the CITY is required. 7.2.4. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its elected or appointed officers, officials, employees, agents, or volunteers. 7.2.5. The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days' written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days' written notice shall be provided. 7.2.6. MRCA agrees to provide immediate notice to CITY of any claim or loss against MRCA arising out of the work performed under this agreement. CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY. 1716071V3 Page 4 of 11 CITY OF RANCHO PALOS VERDES AGREEMENT FOR SERVICES 7.3. CITY may include such amounts as damages in any action against Owner for breach of this Agreement in addition to any other damages incurred by City due to the breach." 7.4. Certificates of Insurance. MRCA shall provide certificates of insurance to the CITY as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the CITY on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the CITY at all times during the term of this Agreement. MRCA shall provide written evidence of current automobile coverage to comply with the automobile insurance requirement. 7.5. Failure to Procure Insurance. Failure on the part of MRCA to procure or maintain required insurance shall constitute a material breach of contract under which the CITY may terminate this Agreement pursuant to Section 5.2 above. 8. ASSIGNMENT AND SUBCONTRACTING. The parties recognize that a substantial inducement to the CITY for entering into this Agreement is the professional reputation, experience, and competence of MRCA. Assignments of any or all rights, duties, or obligations of MRCA under this Agreement will be permitted only with the express consent of the CITY. MRCA shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the CITY. If the CITY consents to such subcontract, MRCA shall be fully responsible to the CITY for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between the CITY and subcontractor nor shall it create any obligation on the part of the CITY to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 9. COMPLIANCE WITH LAWS, CODES, ORDINANCES, AND REGULATIONS. MRCA shall use the standard of care in its profession to comply with all applicable federal, state, and local laws, codes, ordinances, and regulations. 9.1. Taxes. MRCA agrees to pay all required taxes on MRCA's net income under this Agreement, and to indemnify and hold the CITY harmless from any and all taxes, assessments, penalties, and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement. CITY, unless exempt, is responsible for all sales and use tax applicable to the services provided hereunder. In the event that the CITY is audited by any Federal or State agency regarding the independent contractor status of MRCA and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between the CITY and MRCA, then MRCA agrees to reimburse the CITY for all costs, including accounting and attorneys' fees, arising out of such audit and any appeals relating thereto. 1716071V3 Page 5 of 11 CITY OF RANCHO PALOS VERDES AGREEMENT FOR SERVICES 9.2. Workers' Compensation Law. MRCA shall fully comply with the workers' compensation law regarding MRCA and MRCA's employees. MRCA further agrees to indemnify and hold the CITY harmless from any failure of MRCA to comply with applicable workers' compensation laws. The CITY shall have the right to offset against the amount of any compensation due to MRCA under this Agreement any amount due to the CITY from MRCA as a result of MRCA's failure to promptly pay to the CITY any reimbursement or indemnification arising under this Section. 9.3. Licenses. MRCA represents and warrants to the CITY that it has all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required of MRCA to practice its profession. MRCA represents and warrants to the CITY that MRCA shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance, and approvals which are legally required of MRCA to practice its profession. MRCA shall maintain a City of Rancho Palos Verdes business license, if required under CITY ordinance. 10. CONFLICT OF INTEREST. MRCA confirms that it has no financial, contractual, or other interest or obligation that conflicts with or is harmful to performance of its obligations under this Agreement. MRCA shall not during the term of this Agreement knowingly obtain such an interest or incur such an obligation, nor shall it employ or subcontract with any person for performance of this Agreement who has such incompatible interest or obligation. 11. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY. MRCA represents and agrees that it does not and will not discriminate against any employee or applicant for employment because of race, religion, color, national origin, sex, sexual orientation, gender identity, political affiliation or opinion, medical condition, or pregnancy or pregnancy-related condition. MRCA will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, religion, color, national origin, sex, sexual orientation, gender identity, political affiliation or opinion, medical condition, or pregnancy or pregnancy-related condition. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoffs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. MRCA agrees to include in all solicitations or advertisements for employment and to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 12. RECORDS AND AUDITS. MRCA shall maintain accounts and records, including personnel, property, and financial records, adequate to identify and account for all costs pertaining to this Agreement and such other records as 1716071V3 Page 6 of 11 CITY OF RANCHO PALOS VERDES AGREEMENT FOR SERVICES may be deemed necessary by the CITY or any authorized representative. All records shall be made available at the request of the CITY, with reasonable notice, during regular business hours, and shall be retained by MRCA for a period of three years after the expiration of this Agreement. 13. OWNERSHIP OF DOCUMENTS. It is understood and agreed that the CITY shall own all final documents and other work product of MRCA, except MRCA's notes and work papers, which pertain to the work performed under this Agreement. The CITY shall have the sole right to use such materials in its discretion and without further compensation to MRCA, but any re-use of such documents by the CITY on any other project without prior written consent of MRCA shall be at the sole risk of the CITY. MRCA shall at its sole expense provide all such documents to the CITY upon request. 14. INDEPENDENT CONTRACTOR. MRCA is and shall at all times remain as to the CITY a wholly independent contractor. Neither the CITY nor any of its agents shall have control over the conduct of MRCA or any of MRCA's employees or agents, except as herein set forth. MRCA shall not at any time or in any manner represent that it or any of its agents or employees are in any manner agents or employees of the CITY. MRCA shall have no power to incur any debt, obligation, or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent. 15. NOTICE. All Notices permitted or required under this Agreement shall be in writing, and shall be deemed made when delivered to the applicable party's representative as provided in this Agreement. Additionally, such notices may be given to the respective parties at the following addresses, or at such other addresses as the parties may provide in writing for this purpose. Such notices shall be deemed made when personally delivered or when mailed forty-eight (48) hours after deposit in the U.S. mail, first-class postage prepaid, and addressed to the party at its applicable address. CITY OF RANCHO PALOS VERDES 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 Attention: Administrative Analyst Katie Lozano MRCA: 1716071V3 Page 7 of 11 CITY OF RANCHO PALOS VERDES AGREEMENT FOR SERVICES Mountains Recreation and Conservation Authority Los Angeles River Center & Gardens 570 West Avenue Twenty-Six, Suite 100 Los Angeles, CA 90065 Attention: Senior Ranger Jewel Johnson 16. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 17. ENTIRE AGREEMENT; MODIFICATION. This Agreement supersedes any and all other agreements, either oral or written, between the parties, and contains all of the covenants and agreements between the parties. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party that are not embodied herein. Any agreement, statement, or promise not contained in the Agreement, and any modification to the Agreement, will be effective only if signed by both parties. 18. WAIVER. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this agreement. Payment of any invoice by the CITY shall not constitute a waiver of the CITY's right to obtain correction or replacement of any defective or noncompliant work product. 19. EXECUTION. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 20. AUTHORITY TO ENTER AGREEMENT. MRCA has all requisite power and authority to conduct its business and to execute, deliver, and perform this Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. 1716071V3 Page 8 of 11 CITY OF RANCHO PALOS VERDES AGREEMENT FOR SERVICES IN WITNESS WHEREOF, the parties have executed this Agreement as of the '17th day of June, 2014. MRCA: ByCWArli/tt . Cant_ l #'S OffiLcAtr-- CITY OF RA CHO PALOS VERDES J; r D - ATTEST: / / Carla Morreale, City Clerk 1716071V3 Page 9 of 11 CITY OF RANCHO PALOS VERDES AGREEMENT FOR SERVICES Exhibit A Scope of Services: Term of Agreement: July 1, 2014 - June 30, 2015 MRCA will provide up to 50 hours per week of Ranger patrol and other duties assigned in the Palos Verdes Nature Preserve. Rangers will enforce the City of Rancho Palos Verdes Ordinances and/or MRCA Ordinances to provide park and resource protection for these properties at the direction of the City. Special directed patrols, administrative and court related expenses are included within the contract hours or shall be billed separately at the direction of the City. Emergency callouts, over and above the routine patrol hours are billed at actual costs. MRCA may bill the City for 1.5 hours of drive time per ranger shift. Rangers carry firefighting equipment in their vehicles to extinguish small fires. Maintenance duties will include trash removal, graffiti removal, and abatement of minor hazards. MRCA will provide a total of 750 hours of Ranger-led interpretative programs per year. The hours include, but are not limited to the development, preparation, and delivery of interpretative programs. Compensation: The City agrees to compensate MRCA for services rendered based on an Hourly Rate of $63.59, including vehicle and related personnel expenses. Based upon an average of 55 hours of services per week, the Maximum Annual Fee shall be $185,000 for the year beginning July 1, 2014 and ending June 30, 2015. If this contract is extended beyond June 30, 2015, as provided in Section 2, the Hourly Rate shall be adjusted, effective July 1, 2015, and July 1, 2016, based upon the annual change of the Consumer Price Index, All Items, for All Urban Consumers, Los Angeles- Riverside-Orange County as published by the US Department of Labor, Bureau of Labor Statistics for February 2015 and February 2016, respectively. Fuel Surcharge: In the event retail gas prices exceed $4.00 per gallon on any Monday of a week during the term of this Agreement, as determined in accordance with the weekly retail gas price, Gasoline - All Grades, Los Angeles area, as published by the US Energy Information Administration, MRCA may elect to impose a weekly fuel surcharge for that week as follows: When weekly retail gasoline prices (Gasoline - All Grades) exceeds $4.00 .$15.00 When weekly retail gasoline prices (Gasoline - All Grades) exceeds $4.50 .$30.00 1716071V3 Page 10 of 11 • f CITY OF RANCHO PALOS VERDES AGREEMENT FOR SERVICES When weekly retail gasoline prices (Gasoline - All Grades) exceeds $5.50 $45.00 Billing: The MRCA will invoice on a quarterly basis, providing status reports with each payment request. 1716071V3 Page 11 of 11