2015/07/01 Inland Empire Landscape, Inc. FY16 Zone 69 maintenance CITY OF MENIFEE
CONTRACTOR AGREEMENT
THIS CONTRACTOR AGREEMENT ("Agreement") is made and effective this 17th
day of June, 2015 ("Effective Date") by and between the CITY OF MENIFEE, a California
municipal corporation, ("City") and Inland Empire Landscape Inc, a C Corporation
("Contractor"). City and Contractor may sometimes herein be referred to individually as a
"Party" and collectively as the "Parties." L
SECTION 1. SERVICES.
Subject to the terms and conditions set forth in this Agreement, Contractor shall provide
to City the services described in the Scope of Services, attached hereto as Exhibit A and
incorporated herein by this reference (the "Services"). Contractor will perform subsequent task
orders as requested by the Contract Administrator (as defined below), in accordance with the
Scope of Services. In the event of a conflict in or inconsistency between the terms of this
Agreement and Exhibit A, this Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on July 1, 2015 and
shall end on June 30, 2016 unless the term of this Agreement is otherwise terminated or extended
as provided for in Section 8. The time provided to Contractor to complete the Services required
by this Agreement shall not affect City's right to terminate this Agreement, as provided for in
Section 8.
1.2 Standard of Performance. Contractor represents and warrants that Contractor is a
provider of first class work and services and Contractor is experienced in performing the
Services contemplated herein and, in light of such status and experience, Contractor shall
perform the Services required pursuant to this Agreement in the manner and according to the
standards observed by a competent practitioner of the profession in which Contractor is engaged
in the geographical area in which Contractor practices its profession and to the sole satisfaction
of the Contract Administrator.
1.3 Assignment of Personnel. Contractor shall assign only competent personnel to
perform the Services pursuant to Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons, Contractor
shall, immediately upon receiving notice from City of such desire of City, reassign such person
or persons.
1.4 Time. Contractor shall devote such time to the performance of the Services
pursuant to this Agreement as may be reasonably necessary to satisfy Contractor's obligations
hereunder.
1.5 Authorization to Perform Services. Contractor is not authorized to perform any of
the Services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
SECTION 2. COMPENSATION.
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City hereby agrees to pay Contractor a sum not to exceed TWENTY FOUR
THOUSAND NINE HUNDRED DOLLARS ($24,900.00) notwithstanding any contrary
indications that may be contained in Contractor's proposal, for the Services to be performed and
reimbursable costs incurred under this Agreement. In the event of a conflict between this
Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail.
City shall pay Contractor for the Services rendered pursuant to this Agreement at the time and in
the manner set forth herein. The payments specified below shall be the only payments from City
to Contractor for the Services rendered pursuant to this Agreement. Contractor shall submit all
invoices to City in the manner specified herein. Except as specifically authorized in advance by
City, Contractor shall not bill City for duplicate services performed by more than one person.
2.1 Invoices. Contractor shall submit invoices monthly during the term of this
Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to
the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first
invoice, etc.;
b. The beginning and ending dates of the billing period;
C. A "Task Summary" containing the original contract amount, the amount
of prior billings, the total due this period, the balance available under this Agreement, and
the percentage of completion;
d. At City's option, for each item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person performing the
Services, the hours spent by each person, a brief description of the Services, and each
reimbursable expense;
e. The total number of hours of work performed under this Agreement by
Contractor and each employee, agent, and subcontractor of Contractor performing the
Services hereunder necessary to complete the Services described in Exhibit A;
f. Receipts for expenses to be reimbursed;
g. The Contractor Representative's signature.
Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29714 Hann Road
Menifee, CA 92586
2.2 Monthly Pam. City shall make monthly payments, based on invoices
received, for the Services satisfactorily performed, and for authorized reimbursable costs
incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of
the requirements above to pay Contractor.
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2.3 Final Pam. City shall pay the last five percent (5%) of the total amount due
pursuant to this Agreement within sixty (60) days after completion of the Services and submittal
to City of a final invoice, if all of the Services required have been satisfactorily performed.
2.4 Total Pam. City shall not pay any additional sum for any expense or cost
whatsoever incurred by Contractor in rendering the Services pursuant to this Agreement. City
shall make no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Contractor submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the entirety of the
Services performed pursuant to this Agreement, unless this Agreement is modified in writing
prior to the submission of such an invoice.
2.5 Hourly. Fees for the Services performed by Contractor on an hourly basis
shall not exceed the amounts shown on the fee schedule included with Exhibit A.
2.6 Reimbursable Expenses. Reimbursable expenses are included within the
maximum amount of this Agreement.
2.7 Payment of Taxes. Contractor is solely responsible for the payment of
employment taxes incurred under this Agreement and any federal or state taxes.
2.8 Payment upon Termination. In the event that City or Contractor terminates this
Agreement pursuant to Section 8, City shall compensate Contractor for all outstanding costs and
reimbursable expenses incurred for Services satisfactorily completed and for reimbursable
expenses as of the date of written notice of termination. Contractor shall maintain adequate logs
and timesheets in order to verify costs and reimbursable expenses incurred to that date.
SECTION 3. FACILITIES AND EQUIPMENT.
Except as otherwise provided, Contractor shall, at its sole cost and expense, provide all
facilities and equipment necessary to perform the services required by this Agreement. City
shall make available to Contractor only physical facilities such as desks, filing cabinets, and
conference space, as may be reasonably necessary for Contractor's use while consulting with
City employees and reviewing records and the information in possession of City. The location,
quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event
shall City be required to furnish any facility that may involve incurring any direct expense,
including but not limited to computer, long-distance telephone or other communication charges,
vehicles, and reproduction facilities.
SECTION 4. INSURANCE REQUIREMENTS.
Before beginning any work under this Agreement, Contractor, at its own cost and
expense, shall procure the types and amounts of insurance checked below and provide
Certificates of Insurance, indicating that Contractor has obtained or currently maintains
insurance that meets the requirements of this section and which is satisfactory, in all respects, to
City. Contractor shall maintain the insurance policies required by this section throughout the
term of this Agreement. The cost of such insurance shall be included in Contractor's
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compensation. Contractor shall not allow any subcontractor, consultant, or other agent to
commence work on any subcontract until Contractor has obtained all insurance required herein
for the subcontractor(s) and provided evidence thereof to City. Verification of the required
insurance shall be submitted and made part of this Agreement prior to execution. Contractor
acknowledges the insurance policy must cover inter-insured suits between City and other
Insureds.
4.1 Workers' Compensation. Contractor shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all
persons employed directly or indirectly by Contractor pursuant to the provisions of the California
Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance
shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per
accident, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, and ONE
MILLION DOLLARS ($1,000,000.00) disease per policy. In the alternative, Contractor may
rely on a self-insurance program to meet those requirements, but only if the program of self-
insurance complies fully with the provisions of the California Labor Code. Determination of
whether a self-insurance program meets the standards of the California Labor Code shall be
solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or
Contractor, if a program of self-insurance is provided, shall waive all rights of subrogation
against City and its officers, officials, employees, and authorized volunteers for loss arising from
the Services performed under this Agreement.
4.2 Commercial General and Automobile Liability Insurance.
a. General requirements. Contractor, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the term of this Agreement
in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence,
combined single limit coverage, for risks associated with the Services contemplated by this
Agreement, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO
MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. If a
Commercial General Liability Insurance or an Automobile Liability Insurance form or other
form with a general aggregate limit is used, either the general aggregate limit shall apply
separately to the Services to be performed under this Agreement or the general aggregate limit
shall be at least twice the required occurrence limit. Such coverage shall include but shall not be
limited to, protection against claims arising from bodily and personal injury, including death
resulting therefrom, and damage to property resulting from the Services contemplated under this
Agreement, including the use of hired, owned, and non-owned automobiles.
b. Minimum scope of coverage. Commercial general coverage shall be at
least as broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office
Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be attached
limiting the coverage.
C. Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
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a. The insurance shall cover on an occurrence or an accident basis,
and not on a claims-made basis.
b. Any failure of Contractor to comply with reporting provisions of
the policy shall not affect coverage provided to City and its officers, employees,
agents, and volunteers.
4.3 Professional Liability Insurance.
a. General requirements. Contractor, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for licensed
professionals performing the Services pursuant to this Agreement in an amount not less than
ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and
omissions. Any deductible or self-insured retention shall be shown on the Certificate. If the
deductible or self-insured retention exceeds TWENTY-FIVE THOUSAND
DOLLARS ($25,000), it must be approved by City.
b. Claims-made limitations. The following provisions shall apply if the
professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be no
later than the commencement of the Services.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after the expiration or termination of this
Agreement or completion of the Services, so long as commercially available at
reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that precedes the
Effective Date of this Agreement, Contractor must provide extended reporting
coverage for a minimum of five (5) years after the expiration or termination of
this Agreement or the completion of the Services. Such continuation coverage
may be provided by one of the following: (1)renewal of the existing policy;
(2) an extended reporting period endorsement; or (3) replacement insurance with
a retroactive date no later than the commencement of the Services under this
Agreement. City shall have the right to exercise, at Contractor's sole cost and
expense, any extended reporting provisions of the policy, if Contractor cancels or
does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
City prior to the commencement of the Services under this Agreement.
4.4 All Policies Requirements.
a. Acceptability of insurers. All insurance required by this Section is to be
placed with insurers with a Bests' rating of no less than A:VII and admitted in California.
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b. Verification of coverage. Prior to beginning the Services under this
Agreement, Contractor shall furnish City with Certificates of Insurance, additional insured
endorsement or policy language granting additional insured status complete certified copies of all
policies, including complete certified copies of all endorsements. All copies of policies and
certified endorsements shall show the signature of a person authorized by that insurer to bind
coverage on its behalf. The Certificate of Insurance must include the following reference:
L&LMD 89-1-C Zones 47, Maintenance. The name and address for Additional Insured
endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee,
29714 Hann Road, Menifee, CA 92586. City must be endorsed as an additional insured for
liability arising out of ongoing and completed operations by or on behalf of Contractor..
C. Notice of Reduction in or Cancellation of Coverage. Contractor shall
provide written notice to City within ten (10) working days if. (1) any of the required insurance
policies is terminated; (2)the limits of any of the required polices are reduced; or (3)the
deductible or self-insured retention is increased.
d. Additional insured: primary insurance. City and its officers, employees,
agents, and authorized volunteers shall be covered as additional insureds with respect to each of
the following: liability arising out of the Services performed by or on behalf of Contractor,
including the insured's general supervision of Contractor; products and completed operations of
Contractor, as applicable; premises owned, occupied, or used by Contractor; and automobiles
owned, leased, or used by Contractor in the course of providing the Services pursuant to this
Agreement. The coverage shall contain no special limitations on the scope of protection
afforded to City or its officers, employees, agents, or authorized volunteers. The insurance
provided to City as an additional insured must apply on a primary and non-contributory basis
with respect to any insurance or self-insurance program maintained by City. Additional insured
status shall continue for one (1) year after the expiration or termination of this Agreement or
completion of the Services.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to City and its officers, officials, employees, and volunteers, and
that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss
under the coverage.
e. Deductibles and Self-insured Retentions. Contractor shall obtain the
written approval of City for the self-insured retentions and deductibles before beginning any of
the Services.
During the term of this Agreement, only upon the prior express written
authorization of the Contract Administrator, Contractor may increase such deductibles or self-
insured retentions with respect to City, its officers, employees, agents, and volunteers. The
Contract Administrator may condition approval of an increase in deductible or self-insured
retention levels with a requirement that Contractor procure a bond guaranteeing payment of
losses and related investigations, claim administration, and defense expenses that is satisfactory
in all respects to each of them.
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f. Subcontractors. Contractor shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated
herein.
g. Variation. The Contract Administrator may, but is not required to,
approve in writing a variation in the foregoing insurance requirements, upon a determination that
the coverage, scope, limits, and forms of such insurance are either not commercially available, or
that City's interests are otherwise fully protected.
4.5 Remedies. In addition to any other remedies at law or equity City may have if
Contractor fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, City may, at its sole option, exercise any of the
following remedies, which are alternatives to other remedies City may have and are not the
exclusive remedy for Contractor's breach:
a. Obtain such insurance and deduct and retain the amount of the premiums
for such insurance from any sums due under this Agreement;
b. Order Contractor to stop work under this Agreement or withhold any
payment that becomes due to Contractor hereunder, or both stop work and withhold any
payment, until Contractor demonstrates compliance with the requirements hereof-, and/or
C. Terminate this Agreement.
SECTION 5. INDEMNIFICATION.
To the fullest extent permitted by law, Contractor shall indemnify, protect, defend (with
counsel selected by City), and hold harmless City, and any and all of its officers, employees,
officials, volunteers, and agents from and against any and all claims, losses, costs, damages,
expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under statute, at
law, in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind
(including reasonable consultant and expert fees and expenses of investigation, costs of whatever
kind and nature and, if Contractor fails to provide a defense for City, the legal costs of counsel
retained by City) and any judgment, where the same arise out of, are a consequence of, or are in
any way attributable to, in whole or in part, the performance of this Agreement by Contractor or
by any individual or entity for which Contractor is legally liable, including but not limited to
officers, agents, employees or subcontractors of Contractor.
The provisions of this Section 5 do not apply to claims occurring as a result of City's sole
or active negligence. The provisions of this Section 5 shall not release City from liability arising
from gross negligence or willful acts or omissions of City or any and all of its officers, officials,
employees, and agents acting in an official capacity.
SECTION 6. STATUS OF CONTRACTOR.
6.1 Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and shall not be an employee of City. City shall
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have the right to control Contractor only insofar as the results of the Services rendered pursuant
to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however,
otherwise City shall not have the right to control the means by which Contractor accomplishes
the Services rendered pursuant to this Agreement. The personnel performing the Services under
this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive
direction and control. Contractor shall not at any time or in any manner represent that it or any
of its officers, employees, or agents is in any manner officers, officials, employees, or agents of
City. Contractor shall not incur or have the power to incur any debt, obligation, or liability
whatever against City, or bind City in any manner. Except for the fees paid to Contractor as
provided in this Agreement, City shall not pay salaries, wages, or other compensation to
Contractor for performing the Services hereunder for City. City shall not be liable for
compensation or indemnification to Contractor for injury or sickness arising out of performing
the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation,
law, or ordinance to the contrary, Contractor and any of its employees, agents, and
subcontractors providing services under this Agreement shall not qualify for or become entitled
to any compensation, benefit, or any incident of employment by City, including but not limited
to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an
employee of City and entitlement to any contribution to be paid by City for employer
contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Contractor and any subcontractor shall
comply with all applicable local, state, and federal laws and regulations applicable to the
performance of the work hereunder. Contractor shall not hire or employ any person to perform
work within City or allow any person to perform the Services required under this Agreement
unless such person is properly documented and legally entitled to be employed within the United
States. Any and all work subject to prevailing wages, as determined by the Director of Industrial
Relations of the State of California, will be the minimum paid to all laborers, including
Contractor's employee and subcontractors. It is understood that it is the responsibility of
Contractor to determine the correct scale. The State Prevailing Wage Rates may be obtained
from the California Department of Industrial Relations ("DIR") pursuant to California Public
Utilities Code, Sections 465, 466, and 467 by calling 415-703-4774. Appropriate records
demonstrating compliance with such requirement shall be maintained in a safe and secure
location at all times, and readily available at City's request. Contractor shall indemnify, defend,
and hold City and its elected and appointed boards, members, officials, officers, agents,
representatives, employees, and volunteers harmless from and against any liability, loss, damage,
cost or expenses (including but not limited to reasonable attorneys' fees, expert witness fees,
court costs, and costs incurred related to any inquiries or proceedings) arising from or related to
(i)the noncompliance by Contractor or any party performing the Services of any applicable
local, state, and/or federal law, including, without limitation, any applicable federal and/or state
labor laws (including, without limitation, the requirement to pay state prevailing wages and hire
apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be
amended from time to time, or any other similar law; and/or (iii) failure by Contractor or any
party performing the Services to provide any required disclosure or identification as required by
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Labor Code Section 1781, as the same may be amended from time to time, or any other similar
law. It is agreed by the Parties that, in connection with performance of the Services, including,
without limitation, any and all public works (as defined by applicable law), Contractor shall bear
all risks of payment or non-payment of prevailing wages under California law and/or the
implementation of Labor Code Section 1781, as the same may be amended from time to time,
and/or any other similar law. Contractor acknowledges and agrees that it shall be independently
responsible for reviewing the applicable laws and regulations and effectuating compliance with
such laws. Contractor shall require the same of all subcontractors.
7.3 Licenses and Permits. Contractor represents and warrants to City that Contractor
and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and
approvals of whatsoever nature that are legally required to practice their respective professions.
Contractor represents and warrants to City that Contractor and its employees, agents, and
subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to practice their
respective professions. In addition to the foregoing, Contractor and any subcontractors shall
obtain and maintain during the term of this Agreement valid Business Licenses from City.
SECTION 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon
written notification to Contractor.
8.2 Termination by Contractor. Contractor may cancel this Agreement upon 30 days'
written notice to City.
8.3 Consequences of Termination. In the event of termination, Contractor shall be
entitled to compensation for the Services performed up to the date of termination; City, however,
may condition payment of such compensation upon Contractor delivering to City any or all
documents, photographs, computer software, video and audio tapes, and other materials provided
to Contractor or prepared by or for Contractor or City in connection with this Agreement.
8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided for in Subsection I.I. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Contractor understands and
agrees that, if City grants such an extension, City shall have no obligation to provide Contractor
with compensation beyond the maximum amount provided for in this Agreement. Similarly,
unless authorized by the Contract Administrator, City shall have no obligation to reimburse
Contractor for any otherwise reimbursable expenses incurred during the extension period.
8.5 Amendments. The Parties may amend this Agreement only by a writing signed
by all the Parties.
8.6 Assignment and Subcontracting. City and Contractor recognize and agree that
this Agreement contemplates personal performance by Contractor and is based upon a
determination of Contractor's unique personal competence, experience, and specialized personal
knowledge. Moreover, a substantial inducement to City for entering into this Agreement was
and is the professional reputation and competence of Contractor. Contractor may not assign this
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Agreement or any interest therein without the prior written approval of the Contract
Administrator. Contractor shall not subcontract any portion of the performance contemplated
and provided for herein, other than to the subcontractors noted in Contractor's proposal, without
prior written approval of the Contract Administrator. In the event that key personnel leave
Contractor's employ, Contractor shall notify City immediately.
8.7 Survival. All obligations arising prior to the expiration or termination of this
Agreement and all provisions of this Agreement allocating liability between City and Contractor
shall survive the expiration or termination of this Agreement.
8.8 Options upon Breach by Contractor. If Contractor materially breaches any of the
terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the
following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Contractor pursuant to this Agreement;
C. Retain a different Contractor to complete the Services described in
Exhibit A; and/or
d. Charge Contractor the difference between the cost to complete the
Services described in Exhibit A that is unfinished at the time of breach and the amount
that City would have paid Contractor pursuant to Section 2 if Contractor had completed
the Services.
SECTION 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Contractor's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records,
files, or any other documents or materials, in electronic or any other form that Contractor
prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder
shall be the property of City. Contractor hereby agrees to deliver those docimients to City upon
the expiration or termination of this Agreement. It is understood and agreed that the documents
and other materials, including but not limited to those described above, prepared pursuant to this
Agreement are prepared specifically for City and are not necessarily suitable for any future or
other use. Any use of such documents for other projects by City shall be without liability to
Contractor. City and Contractor agree that, until final approval by City, all data, plans,
specifications, reports, and other documents are confidential and will not be released to third
parties without prior written consent of both Parties unless required by law.
9.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive and
perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights,
designs, rights of reproduction, and other intellectual property embodied in plans, specifications,
studies, drawings, estimates, test data, survey results, models, renderings, and other documents
or works of authorship fixed in any tangible medium of expression, including but not limited to,
physical drawings, digital renderings, or data stored digitally, magnetically, or in any other
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medium, which are prepared or caused to be prepared by Contractor under this Agreement
("Documents and Data"). Contractor shall require all subcontractors to agree in writing that City
is granted a non-exclusive and perpetual license for any Documents and Data the subcontractor
prepares under this Agreement. Contractor represents and warrants that Contractor has the legal
right to license any and all Documents and Data. Contractor makes no such representation and
warranty in regard to Documents and Data which were prepared by design professionals other
than Contractor or provided to Contractor by the City. City shall not be limited in any way in its
use of the Documents and Data at any time, provided that any such use not within the purposes
intended by this Agreement shall be at City's sole risk.
9.3 Contractor's Books and Records. Contractor shall maintain any and all ledgers,
books of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for the Services or expenditures and disbursements charged to
City under this Agreement for a minimum of three (3) years, or for any longer period required by
law, from the date of final payment to Contractor under this Agreement. All such records shall
be maintained in accordance with generally accepted accounting principles and shall be clearly
identified and readily accessible.
9.4 Inspection and Audit of Records. Any records or documents that Section 9.3 of
this Agreement requires Contractor to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of City.
Under California Government Code Section 8546.7, if the amount of public funds expended
under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this Agreement
shall be subject to the examination and audit of the State Auditor, at the request of City or as part
of any audit of City, for a period of three(3) years after final payment under this Agreement.
SECTION 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If either Party to this Agreement brings any action, including an
action for declaratory relief, to enforce or interpret the provision of this Agreement, the
prevailing Party shall be entitled to reasonable attorneys' fees and expenses including costs, in
addition to any other relief to which that Party may be entitled; provided, however, that the
attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for
legal services multiplied by the reasonable number of hours spent by the prevailing Party in the
conduct of the litigation. The court may set such fees in the same action or in a separate action
brought for that purpose.
10.2 Applicable Law; Venue. The internal laws of the State of California shall govern
the interpretation and enforcement of this Agreement. In the event that either Party brings any
action against the other under this Agreement, the Parties agree that trial of such action shall be
vested exclusively in Riverside County.
10.3 Severability. If any provision of this Agreement is held invalid, the remainder of
this Agreement shall not be affected thereby and all other parts of this Agreement shall
nevertheless be in full force and effect.
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10.4 Section Headings and Subheadings. The section headings and subheadings
contained in this Agreement are included for convenience only and shall not limit or otherwise
affect the terms of this Agreement.
10.5 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.6 Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and shall apply to and bind the successors and assigns of the Parties.
10.7 Contractor Representative. All matters under this Agreement shall be handled for
Contractor by Guillermo Perez ("Contractor's Representative"). The Contractor's
Representative shall have full authority to represent and act on behalf of Contractor for all
purposes under this Agreement. The Contractor's Representative shall supervise and direct the
Services, using his best skill and attention, and shall be responsible for all means, methods,
techniques, sequences, and procedures and for the satisfactory coordination of all portions of the
Services under this Agreement.
10.8 City Contract Administration. This Agreement shall be administered by a City
employee, Nino Abad and/or Steve Glynn ("Contract Administrator"). All correspondence shall
be directed to or through the Contract Administrator or his designee. The Contract
Administrator shall have the power to act on behalf of City for all purposes under this
Agreement. Unless otherwise provided in this Agreement, Contractor shall not accept direction
or orders from any person other than the Contract Administrator or his designee.
10.9 Notices. Any written notice to Contractor shall be sent to:
Inland Empire Landscape
2456 Kern Street
San Bernadino, CA 92407
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn: Steve Glynn
with a copy to:
City Clerk
City of Menifee
29714 Haun Road
Menifee, CA 92586
10.10 Professional Seal. Where applicable in the determination of the Contract
Administrator, the first page of a technical report, first page of design specifications, and each
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page of construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal
and Signature of Registered Professional with report/design responsibility," as in the following
example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.11 Rights and Remedies. Except with respect to rights and remedies expressly
declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative
and the exercise by either Party of one or more of such rights or remedies shall not preclude the
exercise by it, at the same or different times, of any other rights or remedies for the same default
or any other default by the other Party.
10.12 Integration. This Agreement, including the scope of services attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between City
and Contractor and supersedes all prior negotiations, representations, or agreements, either
written or oral. The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either Party by reason of the
authorship of this Agreement or any other rule of construction which might otherwise apply.
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
10.14 Execution of Contract. The persons executing this Agreement on behalf of each
of the Parties hereto represent and warrant that (i) such Party is duly organized and existing,
(ii)they are duly authorized to execute and deliver this Agreement on behalf of said Party,
(iii) by so executing this Agreement, such Party is formally bound to the provisions of this
Agreement, and (iv) that entering into this Agreement does not violate any provision of any other
Agreement to which said Party is bound.
10.15 Nondiscrimination. Contractor covenants that, by and for itself, its heirs,
executors, assigns, and all persons claiming under or through them, that in the performance of
this Agreement there shall be no discrimination against or segregation of, any person or group of
persons on account of any impermissible classification including, but not limited to, race, color,
creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.
10.16 No Third Party Beneficiaries. With the exception of the specific provisions set
forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and
no such other third parties shall have any rights or obligations hereunder.
10.17 Nonliability of City Officers and Employ_ No officer, official, employee,
agent, representative, or volunteer of City shall be personally liable to Contractor, or any
successor in interest, in the event of any default or breach by City or for any amount which may
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become due to Contractor or to its successor, or for breach of any obligation of the terms of this
Agreement.
10.18 No Undue Influence. Contractor declares and warrants that no undue influence or
pressure is used against or in concert with any officer or employee of City in connection with the
award, terms or implementation of this Agreement, including any method of coercion,
confidential financial arrangement, or financial inducement. No officer or employee of City
shall receive compensation, directly or indirectly, from Contractor, or from any officer,
employee, or agent of Contractor, in connection with the award of this Agreement or any work to
be conducted as a result of this Agreement.
10.19 No Benefit to Arise to City Employees. No member, officer, or employee of City,
or their designees or agents, and no public official who exercises authority over or has
responsibilities with respect to this Agreement during his/her tenure or for one (1) year
thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the
proceeds thereof, for the Services to be performed under this Agreement.
[Signatures on Following Page]
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
AgreeSase Effective Date.
CITY CONTRACTOR
Scott A. Mann, Mayor Joel Ibarra, P esident
Attest:
Kathy Bennett, City Clerk Joel Ibarra,Treasurer
Approv d as to Form:
e . Melching,Pty Attorney
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EXHIBIT A
SCOPE OF SERVICES
Perform landscape and irrigation maintenance services for Zone 69 of the City of
Menifee L&LMD 89-1-C originally administrated by the County of Riverside. City is
taking over contracts originally awarded by the County and granting a 1 year extension
from July 1, 2015 through June 30, 2016.
For additional information see County of Riverside RFQ 44-100-2010.
General monthly pricing information for the period effective July 1, 2015 is as follows.
For additional bid information please refer to the aforementioned documents
L&LMD Zone 69 $1,430/month
As needed repair and plant replacement not to exceed $7,840 per unit prices or on a Time
and Materials Basis.
2671/031858-0001
7630549.2 A6i02i15 EXHIBIT A