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HomeMy WebLinkAboutContracts & Agreements_136-2018NPs 2.2 (512911$) AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR IMPROVEMENT TO PUBLIC BUILDINGS AND GROUNDS This agreement for the provision of Landscape Maintenance Services at Hillside Memorial Park ("Agreement") is made and enteied in this 17th day of July, 2018 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and TLC Landscape Services, Inc ("Contractor") City and Contractor are sometimes individually referred to herein as a "Party" and, together, as "Parties " In consideration of the mutual promises contained herein, City and Contractor agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR I I City hereby engages Contractor to perforin Landscape Maintenance Services at Hillside Memorial Park services foi City (the "Services") 12 The Services shall be performed by Contractor in a professional manner, and Contractor represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional Contractors in the industry providing like and similar types of Services ARTICLE 2 — RESPONSIBILITIES OF CONTRACTOR 21 The Services that Contractor shall perforin aie more particularly described in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference 22 Contractor shall comply with all applicable federal, state and local laws and regulations in the performance of the Services including, but not hunted, to all applicable Labor Code and prevailing wage laws and non-discrimination laws, including the Americans with Disabilities Act Pursuant to Labor Code section 1773 2, copies of the prevailing rates of per thein wages as detennined by the Director of the California Department of Industrial Relations for each craft, classification or type of worker needed to undertake the Services are on file at City's Municipal Utilities and Engineering Department, located at the Civic Center, 35 Capon Street, Suite 15A (Mailing P O Box 3005), Redlands, California 92373 23 Contractor acknowledges that if it violates the Labor Code provisions relating to prevailing wages that City may enforce such provisions by witinllolding payments to Contractor or its subcontractors pursuant to Labor Code section 1771 6 24 If Contractor executes an agreement with a subcontractor to perform any portion of the Services, Contractor shall comply with Labor Code sections 1775 and 1777 7, and shall provide the subcontractor with copies of the provisions of Labor Code sections 1771, 1775, 1776, 1777 5, 1813 and 1815 Contractor acknowledges that the statutory provisions establishing penalties for failure to comply with state wage and hour laws and to pay prevailing wages may be enforced by City pursuant to Laboi Code sections 1775 and 1813 11ca1djm\Agrecmenls\TLC L,andscape.NPs 2.2.doc I IFPS 2.2 (5129/18) 25 Contractor and its subcontractors shall comply with the provisions of Labor Code section 1776 regarding payroll records maintenance, certifications, retention and inspection 26 Contractor acknowledges that eight (8) hours constitutes a legal day's work pursuant to Labor Code section 1810 27 Contractor shall comply with the provisions of Labor Code section 1777 5 as to apprenticeships, and Labor Code sections 1771, 1775, 1776, 1777 5, 1813 and 1815 28 Contractor shall obtain, execute and deliver to City a Labor and Materials Payment Bond, in the form attached hereto as Exhibit "C " 29 Pursuant to Public Contract Code section 7103 5(b), Contractor offers and agrees to assign to 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 section 15) or under the Cartwnght Act (Chapter 2 (corinnencing with section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, Work or materials pursuant to this Agreement ARTICLE 3 — RESPONSIBILITIES OF CITY 3 1 City shall snake available to Contractor infonmation in its possession that may assist Contractor in performing the Services 3 2 City designates Chns Boatsman, Quality of Life Duectorj, as City's repiesentative with respect to peifonnance of the Services, and such person shall have the authority to transmit instructions, receive inforimation, interpret and define City's policies and decisions with respect to perforinance of the Services ARTICLE 4 — PERFORMANCE OF SERVICES 41 Contractor shall perforin and complete the Services in a prompt and diligent inanrier in accordance with the schedule set forth in Exhibit "A," entitled "Scope of Services " The Services shall commence on the Effective Date of this Agreement 42 The tern of this Agreement shall commence on the Effective Date of this Agreement and terminate on June 30 2019, unless terminated eai her as provided herein 4 3 Contractor shall furnish a labor and material bond in the form attached hereto as Exlubit "B", in an amount equal to one hundred percent (100%) of the total compensation to be paid to Contractor pursuant to flus Agreement ARTICLE 5 -- PAYMENTS TO CONTRACTOR 5 1 Total compensation for Contractor's perforinance of the Services shall not exceed the amount of fifty three thousand two hundred forty eight dollars (553,248 00) City shall pay Contractor up to the not to exceed amount in accordance with the established unit I-Nca\djmlAgreements%TLC Landscape.NPS 2 2.doc 2 NPS 2 2 (5/29118) pricing as indicated in Exhibit "C" entitled "(Fee Schedule)" attached hereto and incorporated herein by reference 52 Contractor shall submit monthly invoices to City describing the Services performed during the preceding month Contractor's invoices shall include a brief description of the Services performed, the dates the Services were perforined, the number of hours spent and by whom, and a description of reirTibursable expenses related to the project City shall pay Contractor no later than thirty (30) days after receipt and approval by City of Contractoi's invoice 53 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (r) on the date of delivery in person, (n) five (5) days after deposit in first class registered marl, with return receipt requested, (m) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express marl, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section Citv City Clerk City of Redlands 35 Cajon Street P O Box 3005 (mailing) Redlands, CA 92373 idonaldson Lweityofredlands org (909) 798-7531 Contractor Patrick Locke, President TLC Landscape, Inc 29321 San Timoteo Canyon Rd Redlands, CA 92373 pat ticlaindscapes ev.(gi call conn (951) 488-2553 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage required by this Agreement shall be maintained by Contractor for the duration of its perforirnance of the Services Contractor shall not perfonri any Services unless and until the required insurance listed below is obtained by Contractor Contractor shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencernent of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Contractor is self-insured or exempt from the workers' compensation laws of the State of California Contractor shall execute and provide City with Exhibit "D" entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services B Comprehensive General Liability insurance with carvers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and I 1caAjnlAgreemcnts\TL.0 Landscape NPS 2.2 doc 3 NPS 2.2 (5129118) personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance of self-insurance maintained by City C Business Auto Liability coverage, with minimum limits of One Million Dollars (51,000,000) per occurrence, combined single limit bodily injury liability and property dainage liability This coverage shall include all Contractor owned vehicles used in connection with Contractor's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance of self-insurance maintained by City 62 Contractor shall defend, indemnify and hold harinless City and its elected officials, employees and agents from and against any and all claims, losses of liability, including attorneys' fees, arising from injury or death to persons of damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Contractor, or its officers, employees and agents in performing the Services ARTICLE 7 — CONFLICTS OF INTEREST 71 Contractol covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner of degree by the perfonnance of Contractor's Services Contractor further covenants and represents that in the perfonrianee of its duties hereunder, no person having any such interest shall perforin any Services under this Agreement 72 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor A Does not snake a govenuneintal decision whether to (i) approve a rate, rule or regulation, or adopt or enforce a City law, (i) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (iii) authorize City to enter into, modify or renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract, (v) grant City approval to a plan, design, report, study or similai item, (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof B Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Governinent Code section 87302 11ca1djmlAg=mcnts\TL.0 Landscape.NPS 2.2,doc 4 NPS 2.2 (5/29118) 73 In the event City officially detennines that Contractor must disclose its financial interests, Contractor shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk ARTICLE 8 — GENERAL CONSIDERATIONS 8 1 In the event any action is comineinced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, lin addition to any costs aI1d other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party 82 Contractor shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terns and conditions of this Agreement Any assignment or attennpted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 8 3 Contractor is for all purposes under this Agreement an independent contractor and shall perfonn the Services as an independent contractor Neither City nor of its agents shall have control over the conduct of Contractor or Contractor's employees, except as herein set forth Contractor shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Contractor are for its account only, and In no event shall Contractor or personnel retailed by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind City to any obligation 84 This Agreement may be ternninated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Contractor of City's intent to tennlnate If this Agreement is tenninated by City, an adjustment to Contractor's compensation shall be made, but (1) no arnount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Contractor at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor Upon receipt of a termination notice, Contractor shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, suininaries and such other rnforination and materials as may have been accumulated by Contractor in performing the Services Contractor shall be compensated on a pro -rata basis for Services completed up to the date of termination 8 5 Contractor shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payrnent to Contractor pursuant to this Agreement Such books shall be available at reasonable tines for examination by City at the office of Contractor 11caldpn\Agreements\MC Landscape.NPS 2 2.doe 5 NPS 2.2 (5129/18) 86 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or veibal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Contractor 87 This Agreement shall be governed by and construed in accordance with the laws of the State of California 88 If one or more of the sentences, clauses, paragraphs or sections contained ill this Agreement is declared invalid, void of unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, parab aphs of sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confin-nation of this Agreement CITY OF REDLANDS LIZ Paul W Foster, Mayor ATTEST Jeanne Donaldson, City Cleik I 1caldjnilAgreements\TLC Landscape,NPS 2 2.doc 6 TLC LANDSCAPE SERVICES, INC go Patrick Locke, President IFPS 2 2 (5/29/18) EXHIBIT "A" SCOPE OF SERVICES The City of Redlands' Cemetery Division seeks landscape maintenance services as described below 1 TURF GRASS MOWING Mowing height for all turf grass areas shall be no less than 15" and shall not exceed 2 5" during the months of November to April Through the months of May to October turf grass shall be mowed at a height of 3 5" to 4 5 " The turf shall be cut at a uniform height leaving no scalping or uneven cuts Trash and debris shall be cleaned up prior to each mowing Mowing shall be performed at the following estimated intervals 4 times per month during surniner (June, July, August, September), 2 tines per month during winter (October, November, December, January, February, March, April, and May) The specific hours required for each service inay change from these estimates at city staff discretion 2 STRING TRIMMING/EDGING All areas in need of tnrmrming such as turf grass, ground cover, small shrubs, etc shall be mechanically trimmed Triinnnung shall be perfonmed around all signs, posts, trees, shrubs, utility posts, fencing, and all other obstacles taking special care to not cause any damage Grass shall be trimmed at a height corresponding with specifications detenmined by the imowing schedule 3 WEED CONTROL (CHEMICAL TREATMENT, MANUAL REMOVAL) The contractor shall monitor and provide continuous weed control and shall take timely measures to treat therm with appropnate herbicide application Applicator shall take appropriate measures and precautions wlule applying various pesticides and/or herbicides to meet with all county rules and regulations 11caldjm\Agme€nents\TLC Landscape.NPS 2 2.doc 7 Line Items Discount Terms no discount Type ]tem Code UOM Landscape Maintenance Service 1 Turf Grass Mowing & Trimming unit price 2 Weed Control unit price EXHIBIT "B" (Name of Fee Schedule) Qty Unit Price 32 $11520000 32 $512.0000 Subtotal Total 11caldjin\Agreements\TLC Landscape.NPS-2 2.doc 8 NPS 2 2 (5129118) Line Total Discount Comment S36 864 0000 S36 864 0000 $16,384.0000 516,384.0000 553,248.0000 553,248.0000 $53 248 0000 $53 248 0000 NPS 2.2 (5129118) EXHIBIT "C" LABOR AND MATERIAL BOND Whereas, the City Council of the City of Redlands, State of California, and TLC Landscape, lnc (hereinafter designated as "Principal") have entered into an agreement (the "Agreement") whereby Principal agrees to install and complete certain designated public improvements (the "Work"), which said agreement, dated July 17, 2018, and identified as agreement for the provision of Landscape Maintenance Services at Hillside Memorial park is hereby referred to and made apart hereof, and Whereas, under the terins of the Agreement, Principal is required before commending the performance of the Work, to file a good and sufficient Labor and Material bond with the City of Redlands to secure the claims to which reference is made in Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code of the State of California Now, therefore, said Principal and the undersigned as corporate surety, are held firmly bound unto the City and all contractors, subcontractors, laborers, material men and other persons employed in the perforinance of the Agreement and referred to in the aforesaid Code of Civil Procedure in the sum of fifty three thousand two hundred forty eight dollars (553,248 00) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered It is hereby expressly stipulated and agreed that this bond shall insure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terns of the Agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition In witness whereof, this instrument has been duly executed by the Principal and surety above named, on , 201 (SEAL) (Contractor) (Signature) (SEAL) (Surety) BY (Signature) Address (Seal and Notarial Acknowledgment of Telephone( Surety) 11ca1dpnlAgreementslTLC Landscape.NPS-2.2.doc 9 NPS 2.2 (5129118) EXHIBIT I'D" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every einployei, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees CHECK ONE I air aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or pennitted under this Agreement (Labor Code §1861) I affirm that at all times, in performing the woik and activities required or pennitted under this Agreement, I shall not employ any person in any manrier such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, iininediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance I certify under penalty of per]ury under the laws of the State of California that the information and representations made in this certificate are true and correct TLC Landscape, Inc Date M Patrick Locke, President C 1ca1dpn1AgreeinentslTLC Landscape.NPS 2 2.doc 10 NPS -2.2 (5/29118) AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR IMPROVEMENT TO PUBLIC BUILDINGS AND GROUNDS This agreement foi the provision of Landscape Maintenance Services at Hillside Memorial Park ("Agreement") is made and entered in this 17th day of July, 2018 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and TLC Landscape Services, Inc ("Contractoi") City and Contractoi are sometimes individually referred to herein as a "Party" and, together, as "Parties " In consideration of the mutual promises contained herein, City and Contractor agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to perform Landscape Maintenance Services at Hillside Memorial Park services for City (the "Services") 12 The Services shall be performed by Contractor in a professional manner, and Contractor represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional Contractors in the industry providing like and similar types of Services ARTICLE 2 — RESPONSIBILITIES OF CONTRACTOR 21 The Services that Contractor shall perform are more particularly described in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference 22 Contractor shall comply with all applicable federal, state and local laws and regulations in the performance of the Services including, but not limited, to all applicable Labor Code and prevailing wage laws and non-discrimination laws, including the Americans with Disabilities Act Pursuant to Labor Code section 1773 2, copies of the prevailing rates of per diem wages as determined by the Director of the California Department of Industrial Relations for each craft, classification or type of worker needed to undertake the Services are on file at City's Municipal Utilities and Engineering Department, located at the Civic Center, 35 Capon Street, Suite 15A (Mailing P O Box 3005), Redlands, California 92373 23 Contractor acknowledges that if it violates the Labor Code provisions relating to prevailing wages that City may enforce such provisions by withholding payments to Contractor or its subcontractors pursuant to Labor Code section 17716 24 If Contractor executes an agreement with a subcontractor to perform any portion of the Services, Contractor shall comply with Labor Code sections 1775 and 1777 7, and shall provide the subcontractor with copies of the provisions of Labor Code sections 1771, 1775, 1776, 17775, 1813 and 1815 Contractor acknowledges that the statutory provisions establishing penalties for failure to comply with state wage and hour laws and to pay prevailing wages may be enforced by City pursuant to Labor Code sections 1775 and 1813 I Icaldjm\AgreementsULC Landscape.NPS-2 2.doc 1 NPS 2.2 (5124/13) 25 Contractor and its subcontractors shall comply with the provisions of Labor Code section 1776 regarding payroll records maintenance, certifications, retention and inspection 26 Contractor acknowledges that eight (8) hours constitutes a legal day's work pursuant to Labor Code section 1810 27 Contractor shall comply with the provisions of Labor Code section 1777 5 as to apprenticeships, and Labor Code sections 1771, 1775, 1776, 1777 5, 1813 and 1815 28 Contractoi shall obtain, execute and deliver to City a Labor and Materials Payment Bond, in the form attached hereto as Exhibit "C " 29 Pursuant to Public Contract Code section 7103 5(b), Contractor offers and agrees to assign to 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 section 15) or under the Cartwright Act (Chapter 2 (commencing with section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, Work or materials pursuant to this Agreement ARTICLE 3 —RESPONSIBILITIES OF CITY 3 1 City shall make available to Contractor information in its possession that may assist Contractor in performing the Services 32 City designates Chris Boatman, Quality of Life Director], as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive inforination, interpret and define City's policies and decisions with respect to performance of the Services ARTICLE 4 -- PERFORMANCE OF SERVICES 41 Contractoi skull perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit "A," entitled "Scope of Services " The Services shall commence on the Effective Date of this Agreement 42 The tern of this Agreement shall commence on the Effective Date of this Agreement and terminate on June 30 2019, unless tenninated earlier as provided herein 43 Contractor shall furnish a labor and material bond in the fonn attached hereto as Exhibit "B", in an amount equal to one hundred percent (100%) of the total compensation to be paid to Contractor pursuant to this Agreement ARTICLE 5 — PAYMENTS TO CONTRACTOR 5 1 Total compensation for Contractor's performance of the Services shall not exceed the amount of fifty three thousand two hundred forty eight dollars ($53,248 00) City shall pay Contractor tip to the not to exceed amount in accordance with the established unit I kaldjm\Ageements\TLC Landscape.NPS 2.2.doc 2 NPS 2.2 (5/29118) pricing as indicated in Exhibit "C" entitled "(Fee Schedule)" attached hereto and incorporated herein by reference. 52 Contractor shall submit monthly invoices to City describing the Services performed during the preceding month Contractor's invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the project City shall pay Contractor no later than thirty (30) days after receipt and approval by City of Contractor's invoice 5 3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express marl, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section City City Clerk City of Redlands 35 Capon Street P O Box 3005 (mailing) Redlands, CA 92373 IdonaldsonAcityofredlands org (909) 798-7531 Contractor Patrick Locke, President TLC Landscape, Inc 29321 San Timoteo Canyon Rd Redlands, CA 92373 pat ticlandscapes(a)gmail.com (951) 488-2553 ARTICLE 6 -- INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage required by this Agreement shall be maintained by Contractor for the duration of its performance of the Services Contractor shall not perform any Services unless and until the required insurance listed below is obtained by Contractor Contractor shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Contractor is self-insured or exempt from the workers' compensation laws of the State of California Contractor shall execute and provide City with Exhibit "D" entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and I-IcaldjmWgreementslTLC Landscape.NPS-2.2.doc 3 NPS 2.2 (5/29/13) personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Contractor owned vehicles used in connection with Contractor's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City 62 Contractor shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses of liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Contractor, or its officers, employees and agents in performing the Services ARTICLE 7 — CONFLICTS OF INTEREST 7 1 Contractor covenants and represents that it does not have any investment of interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Contractor's Services Contractor further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services ander this Agreement 72 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor A Does not mance a governmental decision whether to (i) approve a rate, rule or regulation, or adopt or enforce a City law, (n) issue, deny, suspend or revoke any City pennit, license, application, certification, approval, order or similar authorization or entitlement, (ii) authorize City to enter into, modify or renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract, (v) grant City approval to a plan, design, report, study or similar item, (vi) adopt, or grant City approval of, policies, standards or guidelines for City of for any subdivision thereof B Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302 I kaldjm\Ag eementslTLC Landscape.NPS 2.2.doc 4 NPS 2.2 (5129118) 73 In the event City officially determines that Contractor must disclose Its financial interests, Contractor shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk ARTICLE 8 — GENERAL CONSIDERATIONS 81 In the event any action is commenced to enforce or interpret any of the tends or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees foi the ID use of in-house counsel by a Party 82 Contractoi shall not assign any of the Services, except with the prioi written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 83 Contractor is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor of its agents shall have control over the conduct of Contractor or Contractor s employees, except as herein set forth Contractor shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Contractor are for its account only, and in no event shall Contractor or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City Contractor shall have no authority, express of Implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind City to any obligation 84 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Contractor of City's intent to terminate If this Agreement is terminated by City, an adjustment to Contractor's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Contractor at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor Upon receipt of a termmation notice, Contractor shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Contractor in performing the Services Contractor shall be compensated on a pro -rata basis for Services completed up to the date of termination 85 Contractor shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor pursuant to this Agreement Such books shall be available at reasonable times for examination by City at the office of Contractor I IcaldlmlAgeemenls\TLC Landscape.NPS 2.2.doc 5 NPs -12 (5129/18) 86 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Contractor 87 This Agreement shall be governed by and construed m accordance with the laws of the State of California 8 8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS B &e�� Paul W. oster, Mayor ATTEST IDDonaldson, City Clerk I lca\dpn\Agreements\'TLC Landscape.NPS-2.2.doc TLC L DSCAPE SERVICES, INC By atnck Locke, President NPS 2.2 (5124/13) EXHIBIT "A" SCOPE OF SERVICES The City of Redlands' Cemetery Division seeks landscape maintenance services as described below 1. TURF GRASS MOWING Mowing height for all turf grass areas shall be no less than 15" and shall not exceed 2 5" during the months of November to April Through the months of May to October turf grass shall be mowed at a height of 3 5" to 4 5 " The turf shall be cut at a riniform height leaving no scalping or uneven cuts Trash and debris shall be cleaned up prior to each mowing Mowing shall be performed at the following estimated intervals 4 times per month during summer (June, July, August, September), 2 times per month during winter (October, November, December, January, February, March, April, and May) The specific hours required for each service may change from these estimates at city staff discretion 2 STRING TRIMMING/EDGING All areas in need of trimming such as turf grass, ground cover, small shrubs, etc shall be mechanically trimmed Trimming shall be performed around all signs, posts, trees, shrubs, utility posts, fencing, and all other obstacles taking special care to not cause any damage Grass shall be trimmed at a height corresponding with specifications determined by the mowing schedule 3 WEED CONTROL (CHEMICAL TREATMENT, MANUAL REMOVAL) The contractor shall monitor and provide continuous weed control and shall take timely measures to treat them with appropriate herbicide application Applicator shall take appropriate measures and precautions while applying various pesticides and/or herbicides to meet with all county rules and regulations I 1ca1djiTMjrcements\TLC Landscape.NPS 2.2.doc 7 Line items Discount Terms no discount Type Item Coda UOM Landscape Maintenance Service 1 Turf Grass Mowing & Trimming unit price 2 weed Control unit Price EXHIBIT "B" (Name of Fee Schedule) Qty Unit Price 32 51 1520000 32 5512,0WO Subtotal Total I Ica1d1m1A.gqecmcntslTLC Landscape.NPS 2.2.doc 8 NPS 2.2 (51291€8) Lina Total Discount Comment $36 864 0000 536 864 0000 $16,384 0000 516,384.0000 553,248.0000 553,248.0000 $53,248.0000 $53,248.0000 NPS 2.2 (5129118) EXHIBIT "C„ Bond No • CMGP0001542 Premium: $1,597 00 LABOR AND MATERIAL BOND Whereas, the City Council of the City of Redlands, State of California, and TLC Landscape, Inc (hereinafter designated as "Principal") have entered into an agreement (the "Agreement") whereby Principal agrees to install and complete certain designated public improvements (the "Work"), which said agreement, dated July 17, 2018, and identified as agreement for the provision of Landscape Maintenance Services at Hillside Memorial Park is hereby referred to and made a part hereof, and Whereas, under the terms of the Agreement, Principal is required before commending the performance of the Work, to file a good and sufficient Labor and Material bond with the City of Redlands to secure the claims to which reference is made in Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code of the State of California Now, therefore, said Principal and the undersigned as corporate surety, are held firmly bound unto the City and all contractors, subcontractors, laborers, material men and other persons employed in the performance of the Agreement and referred to in the aforesaid Code of Civil Procedure in the sum of fifty three thousand two hundred forty eight dollars ($53,248 00) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered It is hereby expressly stipulated and agreed that this bond shall insure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition In witness whereof, this instrument has been duly executed by the Principal and surety above named, on August 10th 52018 (SEAL) TLC Landscape Services, Inc. (Contractor) (Signature) (Sea[ and Notarial Acknowledgment of Surety) * Services (SEAL) ArgonaiA Insurance Company (Signdbr-eT Stephanie Hope Shear, Attorney-in-fact Address C/o CMGIA-20335 Ventura Blvd Suite 426 Woodland Hills, CA 91364 Telephone( 866) 363-2642 11ca1djm\Agreements\TLC Landscape.NPS-2.2.dac 9 CMGP0001542 Argonaut Insurance Company $1,59700 Deliveries Only: 225 W. Washington, 24th Floor Chicago, IL 60606 United States Postal Service: P.O. Box 469011, San Antonio, TX 78246 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS That the Argonaut Insurance Company, a Corporation duly organized and existing under the laws of the State of Illinois and having its principal office in the County of Cook, Illinois does hereby nominate, constitute and appoint Gabriella Grady, Shilo Lee Losino. Stephanie Hope She Their true and lawful agent(s) and attorney(s) in fact, each in their separate capacity if more than one is nained above, to make, execute, seal and deliver for and on its behalf as surety and as its act and deed any and all bonds, contracts, agreements of indemnity and other undertakings in suretyship provided, however, that the penal sum of any one such instrument executed hereunder shall not exceed the sum of $10,000,000.00 This Power of Attorney is granted and is signed and sealed under and by the authority of the following Resolution adopted by the Board of Directors of Argonaut Insurance Company l "RESOLVED That the President Senior Vice President, Vice President, Assistant Vice President, Secretary, Treasurer and each of them hereby is authorized to execute powers of attorney, and such authority can be executed by use of facsimile signature which may be attested or acknowledged by any officer or attorney of the Company, qualifying the attorney or attorneys named to the given power of attorney, to execute in behalf of and acknowledge as the act and deed of the Argonaut Insurance Company, all bond undertakings and contracts of suretyship, and to affix the corporate seal thereto " IN WITNESS WHEREOF, Argonaut Insurance Company has caused its official seal to be hereunto affixed and these presents to be signed by its duly authorized officer on the 8th day of May, 2017 ,����,",,•Argonaut Insurance Company ,. ta3 by Joshua C Betz, Senior Vice President STATE OF TEXAS r"."".��,•, COUNTY OF HARRIS SS On this 8th day of May, 2017 A.D., before me, a Notary Public of the State of Texas, in and for the County of Harris, duly commissioned and qualified, came THE ABOVE OFFICER OF THE COMPANY, to me personally known to be the individual and officer described in, and who executed the preceding instrument, and he acknowledged the execution of same and being by me duly sworn, deposed and said that he is the officer of the said Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company and the said Corporate Seal and his signature as officer were duly affixed and subscribed to the said instrument by the authority and direction of the said corporation, and that Resolution adopted by the Board of Directors of said Company, referred to in the preceding instrument is now in force IN TESTIMONY WHEREOF, I have hereunto set my hand, and affixed my Official Seal at the County of Harris, the day and year first above written „r.,,.Otl 111u1 `1 Yl.-il'�adlir� KATHLEEN ivt MEEKS Notary Public Swte ut Taxes (Notary Public) "Foci Comm Expires 07 15-2627 Notaty FO 557902 a I, the undersigned Officer ofthe Argonaut Insurance Company, Illinois Corporation, do hereby certify that the original POWER OF ATTORNEY of which the foregoing is a full true and correct copy is still in full force and effect and has not been revoked IN WITNESS W14FREOF I have hereunto set my hand and affixed the Seal of said Company, on the 10th day of August 2418 ,.....,,,,,.. ,10,1t°u�lly� ••. • �' • c�n`"�� dna " /� Z t�� 798 'ht...... �` Sarah Heineman VP Underwriting Surety THIS DOCUMENT IS NOT VALID UNLESS THE WORDS ARCO POWER OF ATTORNEYARE IN BLUE IF YOU HAVE QUESTIONS ON AU'T'HENTICITY OF THIS DOCUMENT CALL (210) 321 8400 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 ��:�h:,r��r.�,�c�.s��s.�c�rc��:r�,c�as�r- �. - _ , - - •� - . - �.c�:r�s�res� A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California County of LOS ANGELES &I 1r, 11 't, 7111A On - Date personally appeared before me, SHIRLEY GIGGLES NOTARY PUBLIC Here Insert Name and Title of the Officer STEPHANIE HOPE SHEAR Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. SHIRLEY GIGGLES Notary Public California Z UP! z Los Angeles County > Z Commission #F 2163817 My Comm Expires Sep 7 2020 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my h4andl seal Signature__ f Notary Public OPTIONAL Though this section is optional completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of Document Number of Pages Document Date Signer(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name ❑ Corporate Officer — Title(s) ❑ Partner — '--:] Limited General ❑ Individual -1 Attorney in Fact ❑ Trustee -1 Guardian or Conservator ❑ Other Signer Is Representing Signer's Name _ ❑ Corporate Officer — Title(s) ❑ Partner — [_-. Limited I _; General ❑ Individual -] Attorney in Fact Cl Trustee ❑ Guardian or Conservator ❑' Other Signer Is Representing ITUUUMI 02014 National Notary Association - www National Notary org • 1 -80D -US NOTARY (1-800-876-6827) Item #6907 NPS 2.2 (5/29/I8) EXHIBIT "D't WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more Insurers duly authorized to wnte compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to nus or her employees CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for 'Workers' Compensation or to undertake self- insurance elfinsurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code §1861) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance I certify under penalty of peijury under the laws of the State of California that the information and representations made in this certificate are true and correct TLC Landscape, Inc By _ IX X/ 4Z--7-77�� Patrick Locke, President I• IcaAdukgreementslTLG Landscape.NPS 2.2.doc 10 Date