Loading...
RPVCCA_CC_SR_2014_06_17_O_Marina_LandscapeCrTYOF RANCHO PALOS VERDES MEMORANDUM TO: FROM: DATE: SUBJECT: REVIEWED: HONORABLE MAYOR & CITY COUNCIL MEMBERS MICHAEL THRONE, DIRECTOR OF PUBLIC WORKS JUNE 17, 2014 APPROVE TWO ONE-YEAR CONTRACT EXTENSIONS WITH MARINA LANDSCAPE, INC. FOR: 1. LANDSCAPE MAINTENANCE SERVICES FOR PARKS. 2. LANDSCAPE MAINTENANCE SERVICES FOR MEDIANS, CORRIDOR IMPROVEMENTS, AND WEED ABATEMENT FOR RIGHTS-OF-WAY. Q.P CAROLYN PETRU, ACTING CITY MANAGER~ fGP- Project Manager: Chris Ortiz, Maintenance Superintendent RECOMMENDATIONS Approve and authorize the Mayor and City Clerk to execute one year extensions of the following agreements with Marina Landscape Services: 1. The First Amendment to the Agreement for Landscape Maintenance Services For Parks; and 2. The First Amendment to the Agreement for Landscape Maintenance Service for Medians, Corridor Improvements, and Weed Abatement for City Rights-of-Way. BACKGROUND On November 8, 2010, staff began the process of improving the landscape maintenance specifications for both, Parks and Medians. The process included increasing the scope work, additional technical specifications, recommended turf and ball field maintenance, as well as irrigation and water conservation based on Best Management Practices (BMP's). The bid document in this bid package brought together all parks under one contract and all medians under a separate contract with the intention to improve tracking of expenses and to differentiate accountability of O-1 contractors for improved greenscape maintenance throughout the City's medians and parks. In June of 2011, The City Council approved agreements entitled 1. Landscape Maintenance Services For Parks and 2. Landscape Maintenance Service for Medians, Corridor Improvements, and Weed Abatement for Rights-of-Way (the "Original Agreements"), and the Mayor executed them. The Original Agreements are attached. DISCUSSION The bid documents that were prepared and circulated prior to the award of the Original Agreements stated that the term was for a period of three (3) years and included an option to extend for three additional one-year terms. Because the Original Agreements will terminate on June 30, 2014, staff contacted Marina Landscape, Inc. regarding a one-year contract extension to both agreements, to which Marina Landscape, Inc. has agreed. CONCLUSION The First Amendment to the Agreement for Landscape Maintenance Services For Parks and the First Amendment to the Agreement for Landscape Maintenance Service for Medians, Corridor Improvements, and Weed Abatement for Rights-of-Way extend the original contracts for the period of July 1, 2014 to June 30, 2015. Staff requests the Council's approval and the Mayor's execution of the two one-year extensions. FISCAL IMPACT The adopted FY 2014-2015 budget provides adequate funding for the staff recommendation. The funding sources for these contracts are Parks, Trails and Open Space Maintenance, and Street Maintenance Non-Pavement Programs. ATTACHMENTS A. Agreement for Landscape Maintenance Services for Parks. B. Agreement for Landscape Maintenance Services for Medians, Corridor Improvements, and Weed Abatement for Rights-of-Way. C. First Amendment to the Agreement for Landscape Maintenance Services for Parks. D. First Amendment to the Agreementfor Landscape Maintenance Services for Medians, Corridor Improvements, and Weed Abatement for Rights-of-Way. 1720367 O-2 CONTRACT FOR LANDSCAPE MAINTENANCE SERVICES FOR THE CITY OF RANCHO PALOS VERDES PARKS 11± "l .. lu THIS AGREEMENT is made and entered this day of <:.J "" ..L , 2011, by and between the CITY OF RANCHO PALOS VERDES, hereinafter referred to as "City," and Mon'vi(i, l.wA.As:c.-, hereinaftfr 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 SERVICES FOR THE CITY OF RANCHO PALOS VERDES PARKS, 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 p((rformed 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 servic~.fffi~ed hereunder, Contractor shall be paid a not to exceed amount of Qnse...b1.i1t'l<ited nC.oe.ty +h1eidotlars (t I 2 (), 3SCJ. Z. </) in accordance with the prices 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. ThisAgreementshallcommenceon ;['-\\"f lJ ,2011 andshallremainineffectuntilthe tasks described herein are completed to the City's satisfaction and approval, but in no event later than .::r'-' V\.e... '3 o J , 2013, unless 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. 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 C-1 O-3 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 oflaw. 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 h~rein 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. 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 C-2 O-4 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 finn(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 28 of this Agreement and Section 11 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 3 700 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." 17. Nondiscriminatory Employment. Contractor shall not unlawfully discriminate against any individual based on race, color, religion, nationality, gender, sex, sexual orientation, age or C-3 O-5 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 Sc:;ction 1090 and 87100, in any decisions made by City on any matter in connection with which Contractor has been retf.ined 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 oflaw 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 proceeqing, 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 C-4 O-6 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. IN WITNESS WHEREOF, the parties hereto have executed the within Agreement the day and year first above written. ATTEST: Li,..,,,. By: ~J!l~ City Clerk C-5 O-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 I ft day of J--. l y , tOl l, by and between the CITY OF RANCHO PALOS VERDES, hereinafter referred to as "City," and \V\o.V-H\u.. k~c11pdlereinafter 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 seryicel i;.e9~red hereunder, Contractor shall be paid a not to exceed amount of~ huWlc:LreA..for\<:(Ei:,flAi a'o)~ars ($ f '18, 05"0. 2 '1) in accordance with the prices 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 J"u l y l, , 2011 and shall remain in effect until the tasks described herein are completed to ~he City's satisfaction and approval, but in no event later than Jl.t\l\e. 30 1 , 2013, unless 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. C-1 O-8 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. C-2 O-9 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." C-3 O-10 17. Nondiscriminatory Employllent. 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 wb.ich is or may likely make Contractor "financially inte;rested," 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 oflaw 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 defme, 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 C-4 O-11 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] C-5 O-12 IN WITNESS WHEREOF, the parties hereto have executed the within Agreement the day and year first above written. ATTEST:f . By:~---­ City Clerk CITY co~~c:~ By. ·._0: . . ~--~-= I Printed Name:~~'~ Date: -~l o...._..hs\__,__,_\ '~--­\ \ C-6 O-13 FIRST AMENDMENT TO AGREEMENT FOR LANDSCAPE MAINTENANCE SERVICES FOR CITY PARKS 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 parks 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 untif 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 tb 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. ATTEST: City Clerk 1720362 CITY OF RANCHO PALOS VERDES ("CITY") Mayor O-14 1720362 MARINA LANDSCAPE SERVICES, INC. Signature:---------- Printed Name: --------- Title: ------------ Signature:---------- Printed Name: --------- Title: ------------ O-15 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. ATTEST: City Clerk 1720359 CITY OF RANCHO PALOS VERDES ("CITY") Mayor O-16 1720359 MARINA LANDSCAPE SERVICES, INC. Signature:---------- Printed Name: --------- Title: ------------ Signature:---------- Printed Name: --------- Title: ------------ O-17