Marina Landscape Maintenance Inc - Medians (Jul 2011 - Jun 2016) SECOND AMENDMENT TO AGREEMENT FOR
LANDSCAPE MAINTENANCE SERVICES FOR CITY MEDIANS, CORRIDOR
IMPROVEMENTS, AND WEED ABATEMENT FOR RIGHTS-OF-WAY
BETWEEN THE CITY OF RANCHO PALOS VERDES
AND MARINA LANDSCAPE MAINTENANCE, INC.
This agreement is the Second Amendment to the landscape maintenance services
agreement for City medians, corridor improvements, and weed abatement for rights-of-way
between the City of Rancho Palos Verdes ("CITY") and Marina Landscape Maintenance,
Inc. dated July 1, 2011 ("Agreement"). The First Amendment, which was effective July 1,
2014, extended the term of the Agreement for one year. This Second Amendment, which
is effective as of July 1, 2015, is being made to extend the term of the Agreement for one
additional year.
Section 1. Section 4 of the Agreement is hereby amended to read as follows:
"Term. This Agreement shall commence on July 1, 2011, and shall remain in
effect until the tasks described herein are completed to the City's satisfaction and
approval, but in no event later than June 30, 2016, unless sooner terminated pursuant
to Section 5 of this Agreement. Additionally, there shall be one (1) one-year option to
renew the Agreement with the mutual written consent of both parties. If not renewed
prior to the anniversary date, the Agreement may continue on a month to month basis
under the same terms and conditions as this Agreement for a maximum period not to
exceed six (6) months or until renewed or awarded to a new contractor, whichever is
less."
Section 2. Except as expressly amended by this Second Amendment to the
Agreement, all of the other provisions of the Agreement, as amended by the First
Amendment, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
CITY OF RANCHO PALOS VERDES
CCITY")
By: ,r/‘"-
Ma
ATTEST:
By: —.
11/A-ele4
City Clerk
1720359.2
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MARINA LAND CAPE
MAINTEN AA, , INC
Signature: ���.
Printed Name: ' • • Cowan
Title: President
Signature:
Printed Name: e�� 63\16 0 1
Title: cfr,eft--avv)
1720359.2
•
FIRST AMENDMENT TO AGREEMENT FOR
LANDSCAPE MAINTENANCE SERVICES FOR CITY MEDIANS, CORRIDOR
IMPROVEMENTS, AND WEED ABATEMENT FOR RIGHTS-OF-WAY
BETWEEN THE CITY OF RANCHO PALOS VERDES
AND MARINA LANDSCAPE SERVICES, INC.
This agreement is the first amendment to the landscape maintenance services
agreement for City medians,corridor improvements,and weed abatement for rights-of-way
between the City of Rancho Palos Verdes ("CITY") and Marina Landscape Services, Inc.
dated June 7, 2011 ("Agreement"). This first amendment to the Agreement is effective as
of July 1, 2014 and is being made to extend the term of the Agreement for one year.
Section 1. Section 4 of the Agreement is hereby amended to read as follows:
Term. This Agreement shall commence on July 1, 2011, and shall remain in
effect until the tasks described herein are completed to the City's satisfaction and
approval, but in no event later than June 30, 2015, unless sooner terminated pursuant
to Section 5 of this Agreement. Additionally, there shall be two (2)one-year options to
renew the Agreement with the mutual written consent of both parties. If not renewed
prior to the anniversary date, the Agreement may continue on a month to month basis
under the same terms and conditions as this Agreement for a maximum period not to
exceed six(6) months or until renewed or awarded to a new contractor, whichever is
less.
Section 2. Except as expressly amended by this first amendment to the
Agreement, all of the other provisions of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
CITY OF RANCHO PALOS VERDES
("CITY")
By:q6C
ayor
ATTES 'b
By: !/-• //' S717,41-
Cty Clerk
1720359
0-1 6
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•
•
• MARINA LANDSCAPE
SERVICES,
Signature:
Printed Name: ROW' COWL()
Title: fiy s-\(iQ.I(w
Signature:
Printed Name: \Weil/A- • L \3crI
Tire: -60(1-eka
1720359
0-1 7
CONTRACT FOR LANDSCAPE MAINTENANCE SERVICES FOR CITY MEDIANS,
CORRIDOR IMPROVEMENTS, AND WEED ABATEMENT FOR RIGHTS-OF-WAY
THIS AGREEMENT is made and entered this day of �►1 y , 2011, by and between the
CITY OF RANCHO PALOS VERDES, hereinafter referred to as "City," and Mdoertc i a L444sc , hereinafter
referred to as "Contractor."
In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:
1. Scope of Services. City hereby employs Contractor to perform the work and provide the services and
materials for the project identified as LANDSCAPE MAINTENANCE FOR CITY MEDIANS,
CORRIDOR IMPROVEMENTS, AND WEED ABATEMENT FOR RIGHTS-OF-WAY, as
described in the Bid Documents (including Notice to Contractors, Instructions to Bidders, General
Provisions, Special Provisions, Technical Special Provisions, Proposal, Contract, and Exhibits), which
are attached hereto as Exhibit "A" and incorporated herein by this reference, including miscellaneous
appurtenant work. All work shall be performed in a good and workmanlike manner, under the terms
as stated herein and in the Bid Documents. Such work shall also be performed in accordance with the
2009 edition of the Joint Cooperative Committee, Southern California Chapters of the American
Public Works Association and the Associated General Contractors of America document, including the
2011 Cumulative Supplement, collectively entitled "Standard Specifications," which is incorporated
herein by this reference. In the event of any conflict between the terms of this Agreement and any of
the above -referenced documents, the terms of this Agreement shall be controlling.
2. Compensation. In consideration of the service rendered hereunder, Contractor shall be paid a not to
exceed amount of Q e buna rid fi: ht#Wo'11rs ($jqt31 050. in accordance with the prices
J
as submitted in Contractor's Proposal, attached hereto as Exhibit "B" and incorporated herein by this
reference. The City shall compensate Contractor as stated in this Agreement and in Exhibit "A."
3. Payments. City shall make payments within thirty (30) days after receipt of an undisputed and properly
submitted payment request from Contractor. City shall return to Contractor any payment request
determined not to be a proper payment request as soon as practicable, but not later than seven (7) days
after receipt, and shall explain in writing the reasons why the payment request is not proper.
4. Term. This Agreement shall commence on a'u 1 y 1 , 2011 and shall remain in effect until
the tasks described herein are completed City's satisfaction and approval, but in no event later
than 3IA n e 3O , 2011, a sooner terminated pursuant to Section 5 of this
Agreement. Additionally, there shall be three (3) one-year options to renew the Agreement with the
mutual written consent of both parties. If not renewed prior to the anniversary date, the Agreement
may continue on a month to month basis under the same terms and conditions as this Agreement for a
maximum period not to exceed six (6) months or until renewed or awarded to a new contractor,
whichever is less.
5. Termination. This Agreement may be terminated by the City at any time with or without cause
without penalty upon thirty (30) days' written notice. In the event of termination without fault of
Contractor, City shall pay Contractor for all services satisfactorily rendered prior to date of
termination, and such payment shall be in full satisfaction of all services rendered hereunder.
6. Time. Time is of the essence in this Agreement.
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7. Unresolved Disputes. In the event that a dispute arises between the City and Contractor regarding
whether the conditions materially differ, involve hazardous waste, or cause a decrease or increase in
Contractor's cost of or time required for performance of any part of the work, Contractor shall not be
excused from any scheduled completion date provided for by the Agreement, but shall proceed with all
work to be performed under the Agreement. Contractor shall retain any and all rights provided that
pertain to the resolution of disputes and protests between the parties. In the event of any dispute or
controversy with the City over any matter whatsoever, Contractor shall not cause any delay or
cessation in or of work, but shall proceed with the performance of the work in dispute. This includes
disputed time extension requests and prices for changes. The disputed work will be categorized as an
"unresolved dispute" and payment, if any, shall be as later determined by mutual agreement or a court
of law. Contractor shall keep accurate, detailed records of all disputed work, claims and other disputed
matters. Public Contract Code Sections 20104 et seq. and Rancho Palos Verdes Municipal Code
chapter 3.24 ("Claims Against the City") shall govern the procedures of the claim process, and the
provisions of Public Contract Code Sections 20104 et seq. and Rancho Palos Verdes Municipal Code
chapter 3.24 are incorporated herein.
8. Incorporation by Reference. All of the following documents are attached hereto and incorporated
herein by this reference: City of Rancho Palos Verdes Instructions for Execution of Instruments;
Insurance Requirements for the City of Rancho Palos Verdes Public Works Contract; Workers'
Compensation Certificate of Insurance; Indemnification and Hold Harmless Agreement and Waiver of
Subrogation and Contribution; Additional Insured Endorsement (Comprehensive General Liability);
Additional Insured Endorsement (Automobile Liability); and Additional Insured Endorsement (Excess
Liability).
9. Audit. The City or its representative shall have the option of inspecting and/or auditing all records and
other written materials used by Contractor in preparing its billings to the City as a condition precedent
to any payment to Contractor. Contractor will promptly furnish documents requested by the City.
Additionally, pursuant to Government Code Section 8546.7, Contractor shall be subject to State
Auditor examination and audit at the request of the City or as part of any audit of the City, for a period
of three (3) years after final payment under this Agreement.
10. Antitrust Claims. Pursuant to Public Contract Code Section 7103.5, Contractor offers and agrees to
assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4
of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with
Section 16700) of Part 2 of Division 7 of the California Business and Professions Code) arising from
purchases of goods, services, or materials pursuant to the Agreement. This assignment shall be made
and become effective at the time the City tenders final payment to Contractor without further
acknowledgment by the parties.
11. Utilities. Pursuant to Government Code Section 4215, the City acknowledges its responsibilities with
respect to locating, relocating, removing or protecting utility facilities on the site of the Project, if it
entails construction and such utilities are not identified by the City in writing by the time of execution
of this Agreement. The City shall compensate Contractor for the costs of relocating and repairing
damage not due to Contractor's failure to exercise reasonable care, removing or relocating such utility
facilities not indicated in writing with reasonable accuracy, and equipment on the Project necessarily
idled during such work. The City shall not assess liquidated damages to the Contractor for delay in
completion of the Project when such delay was caused by the owner of the utility to provide for
removal or relocation of such utility facilities.
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12. Location of Existing Elements. Pursuant to Government Code Sections 4216 to 4216.9, the methods
used and costs involved to locate existing elements, points of connection and all construction methods
are Contractor's sole responsibility. Accuracy of information furnished, as to existing conditions, is
not guaranteed by the City. Contractor, at its sole expense, must make all investigations necessary to
determine locations of existing elements, which may include, without limitation, contacting U.S.A.
alert and other private underground locating firm(s), utilizing specialized locating equipment and/or
hand trenching.
13. Force Majeure. Neither the City nor Contractor shall be responsible for delays in performance under
this Agreement due to causes beyond its control, including but not limited to acts of God, acts of the
public enemy, acts of the Government, fires, floods or other casualty, epidemics, earthquakes, labor
stoppages or slowdowns, freight embargoes, unusually severe weather, and supplier delays due to such
causes. Neither economic nor market conditions nor the financial condition of either party shall be
considered a cause to excuse delay pursuant to this subsection. Each party shall advise the other
promptly in writing in accordance with Section 29 of this Agreement and Section 9 of the General
Provisions in Exhibit "A" of each such excusable delay, its cause and its expected delay, and shall
upon request update such advice.
14. Independent Contractor. Contractor 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
Contractor or any of the Contractor's employees, except as herein set forth, and Contractor is free to
dispose of all portions of its time and activities which it is not obligated to devote to the City in such a
manner and to such persons, firms, or corporations at the Contractor wishes except as expressly
provided in this Agreement. Contractor 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. Contractor shall not, at any
time or in any manner, represent that it or any of its agents, servants or employees, are in any manner
agents, servants or employees of City. Contractor agrees to pay all required taxes on amounts paid to
Contractor 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. Contractor shall fully comply with the workers' compensation
law regarding Contractor and its employees. Contractor further agrees to indemnify and hold the City
harmless from any failure of Contractor to comply with applicable workers' compensation laws. The
City shall have the right to offset against the amount of any compensation due to Contractor under this
Agreement any amount due to the City from Contractor as a result of its failure to promptly pay to the
City any reimbursement or indemnification arising under this Section.
15. Prevailing Wages. City and Contractor acknowledge that this project is a public work to which
prevailing wages apply. The Agreement to Comply with California Labor Law Requirements is
attached hereto and incorporated herein by this reference. Eight hours of labor constitutes a legal day's
work.
16. Workers' Compensation Insurance. California Labor Code Sections 1860 and 3700 provide that every
contractor will be required to secure the payment of compensation to its employees. In accordance
with the provisions of California Labor Code Section 1861, the Contractor hereby certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require every
employer to be insured against liability for workers' compensation or to under take self-
insurance in accordance with the provisions of that code, and I will comply with such
provisions before commencing the performance of the work of this contract."
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17. Nondiscriminatory Employment. Contractor shall not unlawfully discriminate against any individual
based on race, color, religion, nationality, gender, sex, sexual orientation, age or condition of
disability. Contractor understands and agrees that it is bound by and will comply with the
nondiscrimination mandates of all statutes and local regulations and ordinances.
18. Debarred, Suspended or Ineligible Contractors. Contractor shall not be debarred throughout the
duration of this Agreement. Contractor shall not perform work with debarred subcontractor pursuant
to California Labor Code Section 1777.1 or 1777.7.
19. Bonds. Contractor shall obtain faithful performance and payment bonds as required by law, and nothing in
this Agreement shall be read to excuse this requirement. The documents titled Payment Bond (Labor and
Materials) and Performance Bond are attached hereto and incorporated herein by this reference.
20. Conflicts of Interest. Contractor agrees not to accept any employment or representation during the term
of this Agreement or within twelve (12) months after completion of the work under this Agreement
which is or may likely make Contractor "financially interested," as provided in Government Code
Section 1090 and 87100, in any decisions made by City on any matter in connection with which
Contractor has been retained pursuant to this Agreement.
21. Third Party Claims. City shall have full authority to compromise or otherwise settle any claim relating
to the Agreement at any time. City shall timely notify Contractor of the receipt of any third -party
claim, relating to the Agreement. City shall be entitled to recover its reasonable costs incurred in
providing this notice.
22. Applicable Law. Should either party to this Agreement bring legal action against the other, the
validity, interpretation, and performance of this Agreement shall be controlled by and construed under
the laws of the State of California, excluding California's choice of law rules. Venue for any such
action relating to this Agreement shall be in the Los Angeles County Superior Court.
23. Attorneys' Fees. If any legal action or other proceeding, including action for declaratory relief, is
brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or
misrepresentation in connection with this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees, experts' fees, and other costs, in addition to any other relief to which the
party may be entitled.
24. Titles. The titles used in this Agreement are for convenience only and shall in no way define, limit or
describe the scope or intent of this Agreement or any part of it.
25. Entire Agreement. This Agreement, including any other documents incorporated herein by specific
reference, represents the entire and integrated agreement between City and Contractor and supersedes
all prior negotiations, representations or agreements, either written or oral. This Agreement may be
modified or amended, or provisions or breach may be waived, only by subsequent written agreement
signed by both parties.
26. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any
matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation
providing for interpretation against the party who causes the uncertainty to exist or against the party
who drafted the Agreement or who drafted that portion of the Agreement.
27. Non -waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the
conditions of performance under this Agreement shall not be a waiver of any other condition of
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performance under this Agreement. In no event shall the making by the City of any payment to
Consultant constitute or be construed as a waiver by the City of any breach of covenant, or any default
which may then exist on the part of Consultant, and the making of any such payment by the City shall
in no way impair or prejudice any right or remedy available to the City with regard to such breach or
default.
28. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall
continue in full force and effect.
29. Notice. Except as otherwise required by law, any notice or other communication required or permitted
to the City shall not be effective unless it is given in writing and shall be delivered (a) in person or (b)
by certified mail, postage prepaid, and addressed to the City at the address stated below, or at such
other address as the City may hereafter notify Contractor in writing:
To CITY:
Mr. Ray Holland, Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
The address given in the Contractor's Proposal is the place to which all notices to the Contractor shall
be mailed or delivered. Contractor shall notify the City of any change of address until the expiration of
this Agreement. If sent by mail, any notice or other communication shall be deemed effective three (3)
business days after it has been deposited in the United States mail. For purposes of communicating
these time frames, weekends and federal, state, County of Los Angeles or City holidays shall be
excluded.
[signatures on next page]
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IN WITNESS WHEREOF, the parties hereto have executed the within Agreement the day and year first above
written.
City Clerk
CITY OF C 0 PALOS V RDES
By:
CONT
By:
Printed Name: ii*I3S:e>\"--b 11Lv
Mayor
TOR:
Date:
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INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
AND WAIVER OF SUBROGATION AND CONTRIBUTION
Contract/Agreement/License/Pe/mut No, or description:41' ArkIi:' a (it, YY\c4:31. nttvgte r
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1ndernifor(s) (list all name): 117'1(1W— Chit—
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May. Aik LAP&
To the fullest extent permided by law. Indemnitor hereby agrees, at its sole cost and expense, to defend, protect,
indenmify, and hold harmless the :k k\ 12.40001 11 ?alb C \LerdttS
and its elected officials, officers., attorneys, agent, employees, vohmteers, successors, and assigps (collectiwiy
"Indenmitees1 from and against any and all damages, costs, expenses, liabilities, demands, CMOs of
action, proceedings, expenses, judgments, penalties, liens, and losses duly/MUM whatsoever, including ritai
aCCOMMalltts *coneys, or other professionals and all costs associated therewith (concatively
arising or c14‘4.44i to arise, directly or indirect", out of, in comiection with, vaulting from ce rethtted10 any act,
faibse to act, aux, or omission of Indemnitor or any of its officers, awlsservantsentpkweest sUbcOntractors,
rnaterielmen, suppliers or their officers, agents. servants or empiores, arising or claimed to idol:, or
indirectly, out o1 in connection with, resuiting from, or related to the abovegeferented contract, agpsonent„
license, or permit (the "Agreement") or the performance or failure toperform any tam. ttrovisitoticovenant, or
condition of the A‘,.....hezit, includingthis indemnity 'provision. This indemnity provision is eat:We tetgattfiess
of any prior, concurrent, or subsequent active or passive negligence by Indemmtees and shall operate to fhlly
indemnify Indemnitees against any such negligencee. This indemnity provision shall survive the kgrnii' *tort of
the Agreement and is in addition to any odier rights or remedies which Indeninitees may haVelanderthelaw.
Payment is not required as a condition precedent to an inclarmitee's Agit to recover under this intittnnity
provision, and enemy of judgment against an bulernnitce shall be conclusive in favor of the 1nderunisrig
to recover under this indemnity provision. Indemnitor shall pay Indemnitees for any attorneys teas sandAmsts
incurred in. enforcing this indemnification provision. Notwithstanding the ibregoin& nothing in this instnnnent
shall be construed to encompass (a) Indemnittesi sole negligence or wilier misconduct to the limited Otte* that
the underiying Agreement is subject to Civil Code 2182(a) or (b) the contracting public agency's active
negligaice to the limited extent that the underlying Agreement is subject to Civil Code 2782(4 This indemnity
is effective without reference to the existence or applicability of any insurance coverages which may have been
required under the Agreement or any additional insured endorsements which may extend to Indemmtees.
Indemnitor. on belialf of itself and all parties claiming under or through it. hereby waives all rights of subrogation
and contribution apinst the indemnitees, while actmg within the scope of the duties, from all claims, losses and
liabilities wising out of or inetdent to activities or operations performed by or on behalf of the Indemnitor
regardless of any prior, concurrent, or subsequent active or passive negligence by the hidannitees.
In the event them is more than one permit or entity named in the Agreement as an Indemnitor, then all obligations.
liabilitioecovenant and conditions wider this instnimtnt shall be joint and several.
"Indemnitor 4&
Name
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By:
ts
RICHARQS, WATSON & GERSHON
0 ow 121 026 tidy 0201451
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Page 1 of 1 INDEMNIFICATION & HOLD HARMLESS/
WAIVER OF SUBROGATION 5 CONTRIBUTION