David Hayes (2009) w
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AGREEMENT FOR
VIEW RESTORATION ARBORIST CONSULTING SERVICES
(City of Rancho Palos Verdes)
This Agreement is made and entered into this 2"d day of June 2009, by and
between the City of Rancho Palos Verdes, a California municipal corporation ("CITY")
and Mr. David Hayes ("CONSULTANT").
RECITALS
WHEREAS, CITY desires to engage the services of CONSULTANT as an
independent contractor in the field of arboriculture to provide professional services for
view restoration as described in this Agreement; and
WHEREAS, CITY's Local View Restoration Guidelines and Procedures require
expert arboriculture testimony before the Planning Commission and City Council when
considering the effect of foliage removal, trimming, and replacement for View
Restoration Application Permit requests; and
WHEREAS, CONSULTANT represents that he is fully qualified to perform
arborist services contemplated by this Agreement by virtue of his experience, training,
education, and expertise, and CONSULTANT has offered to provide the required
services on the terms and in the manner set forth herein and in a format consistent with
CITY's Local View Restoration Guidelines and Procedures;
NOW, THEREFORE, the parties agree as follows:
Section 1. CONSULTANT's Services. Subject to the terms and conditions
set forth in this Agreement, CONSULTANT shall provide professional arboriculture
services in connection with the administration of CITY's View Preservation and
Restoration Ordinance. The professional arboriculture services to be performed by
CONSULTANT shall include, but are not limited to, the services more particularly
described below:
(a) When requested by CITY, CONSULTANT shall attend meetings with CITY
pursuant to the procedures set forth in the CITY's Local View Restoration Guidelines
and Procedures. These meetings are necessary to fulfill the requirement of expert
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arboriculture testimony at hearings by the Planning Commission and City Council on
matters concerning view restoration. For any meeting for which CITY requests
CONSULTANT's attendance, including any written reports and statements requested by
CITY in preparation for View Restoration Permit processing, CONSULTANT shall be
compensated as set forth in Section 3 of this Agreement.
(b) When requested, CONSULTANT shall provide CITY with the following
documents related to arboriculture services: written reports or statements concerning,
but not limited to, foliage health and safety, growth rates, and trimming or removal
impacts.
(c) All reports, information, data, and exhibits prepared or assembled by
CONSULTANT in connection with the performance of services pursuant to this
Agreement are confidential until released by CITY to the public, and CONSULTANT
agrees that they shall not be made available to any individual or organization without
the prior written consent of CITY. All such reports, information, data and exhibits shall
be delivered to CITY upon demand without additional cost or expense to CITY.
(d) This Agreement and the scope of work to be performed by CONSULTANT
may only be amended in accordance with Section 14.
Section 2. Term. The term of this Agreement shall be from July 1, 2009,
through June 30, 2011.
Section 3. Compensation. CITY will compensate CONSULTANT, and
CONSULTANT will accept in full satisfaction for the services provided hereunder, a
service cost not to exceed two thousand dollars ($2,000) per year. These costs include
all labor and all of CONSULTANT's costs.
CONSULTANT's services shall be itemized on a monthly invoice, and CITY shall
pay CONSULTANT for all undisputed services.
Section 4. Independent Contractor. CONSULTANT will perform all services
as an independent contractor. This Agreement shall not and is not intended to engage
CONSULTANT as an agent, servant, or employee of CITY, nor is it intended to create
any partnership, joint venture, or similar association between CITY and CONSULTANT.
Section 5. Assignment. This Agreement may not be assigned, in whole or in
part, without the CITY's prior written consent.
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Section 6. Consultant. Mr. David Hayes will be the designated representative
providing services to CITY, and this designated representative shall not be replaced
without the CITY's prior written consent.
Section 7. City: Liaison. CONSULTANT shall perform all services under the
general supervision of the CITY's Director of Planning, Building and Code Enforcement
("Director"), or his or her designee, and all communications, instructions, and directions
on the part of CITY shall be communicated exclusively through the Director or his or her
designee.
Section 8. Data and Services to be Furnished by CITY. All information,
data, records, reports, and maps that are in CITY's possession and necessary for the
performance of this work shall be available to CONSULTANT without charge.
Section 9. Interests of CONSULTANT. CONSULTANT affirms that he
presently has no interest, and shall not acquire any interest, direct or indirect, that would
conflict in any manner with the performance of the services contemplated by this
Agreement. No person having any such interest shall be employed by or be associated
with CONSULTANT.
The parties agree:
(a) CITY has sole discretion to direct the work and to evaluate the
performance of CONSULTANT, and CITY retains the right to terminate this Agreement
or replace CONSULTANT at any time in accordance with the provisions of Section 12.
(b) CITY has sole discretion to determine the amount of compensation to be
paid to CONSULTANT in accordance with the provisions of this Agreement.
(c) CITY shall pay CONSULTANT from an account under the CITY's
exclusive control.
Section 10. Insurance. Not less than one day prior to commencing
performance under this Agreement, CONSULTANT shall submit to CITY certificates
evidencing compliance with the following minimum insurance requirements, which
compliance shall be maintained during the term of this Agreement:
1. General liability insurance protecting CONSULTANT in an amount not less
than $100,000 per occurrence, and $300,000 in the aggregate, for bodily injury,
personal injury, and property damage, and automobile liability insurance protecting
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CONSULTANT in the minimum amount required by state law. CONSULTANT will
maintain in full force and effect during the term of this Agreement professional errors
and omissions insurance in an amount not less than $100,000 per claim, and in the
aggregate. CONSULTANT's policies of insurance shall:
(a) Be issued by an insurance company that is admitted to conduct
business in the State of California and that is rated in Best's Insurance Guide with a
rating of A-VII or better.
(b) Name and list as additional insureds CITY and its officers, agents,
and employees.
(c) Be primary to any other similar insurance. Each insurance policy
shall contain a provision that prohibits cancellation, without thirty (30) days prior written
notice to CITY. The insurance certificates evidencing the required insurance, and
endorsements naming CITY, its officers, employees, and agents as additional insureds,
shall be submitted to CITY, and CITY has the right to approve or disapprove any
insurance procured by CONSULTANT under this Section 10. Procurement of insurance
by CONSULTANT shall not be construed as a limitation of CONSULTANT's liability or
as full performance of CONSULTANT's duties to indemnify, hold harmless, and defend
under this Agreement.
(d) Indemnify CITY against liability from loss, damage, or injury to
persons or to property arising from CONSULTANT's negligent acts in connection with
the performance of services under this Agreement.
(e) Include a severability of interest clause substantially similar to the
following: "The insurance afforded by this policy applies separately to each insured
against whom a claim or suit is made or brought, except with respect to the limit of the
insurer's liability."
(f) Contain a clause substantially in the following words: "It is hereby
understood and agreed that this policy shall not be canceled or materially changed
except upon 30 days prior written notice to CITY of such cancellation."
(g) Cover the services of CONSULTANT to be provided under the
terms of this Agreement.
(h) Be acceptable to the City Attorney.
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2. CONSULTANT's failure to comply with the insurance requirements of this
Section 10 shall be a material breach of this Agreement.
3. CONSULTANT shall not commence the performance of its services under
this Agreement until the required insurance has been obtained and appropriate
certificates of insurance have been filed with CITY. CONSULTANT agrees that
provisions substantially similar to those set forth in this Section 10 will be included in
any subcontract executed by CONSULTANT.
Section 11. Indemnification. CONSULTANT will defend and indemnify CITY,
its officers, employees, and agents against, and will hold each of them harmless from,
damages to persons or property, penalties, obligations, liabilities, and costs, including
but not limited to reasonable costs of defense, that may be claimed by any person, firm,
corporation, political subdivision, or other organization to the extent caused by the
negligent acts or intentional tortious acts, errors, or omissions of CONSULTANT, or
those for whom CONSULTANT is legally responsible. However, if any information or
data prepared or provided by CONSULTANT is misused by an agent of CITY,
CONSULTANT shall not be responsible for that misuse of data.
Section 12. Termination. The executory provisions of this Agreement may be
terminated by CITY upon five (5) days prior written notice to CONSULTANT without
further action by CITY. The executory provisions of this Agreement may be terminated
by CONSULTANT upon thirty (30) days prior written notice to CITY. Upon such
termination by CITY, CITY shall pay CONSULTANT for work satisfactorily completed
prior to the date of termination, but in no event in excess of the compensation described
in Section 3 of this Agreement. CONSULTANT's compensation upon termination shall
be based on the percentage of completion of CONSULTANT's work as of the date of
termination, provided that such work is in a form usable by CITY.
Section 13. Notice. Any notice, tender, or documents required shall not be
effective unless it is given in writing and delivered in person or by certified mail, postage
prepaid, and addressed to the parties at the addresses stated below, or at such other
address as either party may hereafter notify the other in writing as aforementioned:
CONSULTANT:
Mr. David Hayes
Consulting Arborist
1124 N. Lindendale Avenue
5
•Fullerton, CA 92831
The CITY:
Director of Planning, Building and Code Enforcement
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Any party may change its address by giving written notice to the other party.
Thereafter, any notice or other communication shall be addressed or transmitted to the
new address. If sent by mail, any notice, tender, or documents shall be deemed
effective three (3) business days after it has been deposited in the United States mail.
For purposes of communicating time frames, weekends and federal, state, religious,
County of Los Angeles or City holidays shall be excluded.
Section 14. Entire Agreement. This Agreement sets forth the entire integrated
agreement between CITY and CONSULTANT and supersedes all prior negotiations,
representations, or agreements, whether written or oral. This Agreement may be
amended only by a written instrument signed by both CITY and CONSULTANT.
Section 15. Litigation Costs. Should any dispute under this Agreement lead
to litigation, the prevailing party shall be entitled to reasonable attorneys' fees and costs
as determined by the court.
Section 16. Applicable Law. This Agreement, and any dispute arising
hereunder, shall be governed and interpreted in accordance with the laws of the State
of California. Venue for any action arising from or relating to this Agreement shall be
exclusively in the state or federal courts located in Los Angeles County.
Section 17. Business License Required. Consultant shall obtain and
maintain a CITY business license prior to commencing the services specified in this
Agreement.
Section 18. Provisions Cumulative. The rights and remedies available to
CITY under this Agreement are cumulative and in addition to and not in limitation of any
other rights or remedies available to CITY.
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Section 19. Anti-Waiver Clause. None of the provisions set forth in this
Agreement shall be deemed waived because of a previous failure to insist upon strict
performance, nor shall any provision be waived because any other provision has been
waived in whole or in part.
IN WITNESS WHEREOF, the CITY and CONSULTANT have executed this
Agreement by and through the signatures of their duly authorized representatives, as of
the date set forth above above.
CONSULT T:
By:
• v„ , e-yr
David Hayes
ISA Certified Arborist WE-1053A
The CIT14f Rancho P los Verdes
By: 1r
Mayor
ATTEST:da&---
City Clerk
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