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Staff Report 4.B 05/20/2019
A, L U , r85a DATE: May 20, 2019 TO: FROM: SUBJECT: Honorable Mayor and Members of the City Council through City Manager Dan St. John, F.ASCE — Director, Public Works & Utilities Jeff Gittings — Parks and Facilities Maintenance Manager Resolution Authorizing Award of a Professional Services Agreement for Landscape Maintenance of Landscape Assessment Districts and City of Petaluma Landscape Areas RECOMMENDATION It is recommended that the City Council adopt the attached Resolution Authorizing Award of a Professional Services Agreement (PSA) for Landscape Maintenance of Landscape Assessment Districts and City of Petaluma Landscape Areas. BACKGROUND The City of Petaluma manages landscape maintenance contracts for the Landscape Assessment Districts (LAD), roadway frontages, medians, and roundabouts within the City limits. Routine landscape maintenance services are required to maintain the vegetation and irrigations system within these areas. The City's current multi-year maintenance contract ran from FY 13/14 to FY 18/19 and will expire on June 30, 2019. Staff prepared a request for proposal (RFP) seeking proposals from landscape contractors to maintain the vegetation and irrigations system within the LADS and frontages. DISCUSSION The 47 currently active LADS are grouped into four zones, A, B, C, and D. The City also contracts for maintenance of City right-of-way roadway frontages, medians, and roundabouts, which are grouped as Zone E. In the RFP, contractors could propose on individual zones or any combination of zones. The contract award is be based upon the most qualified for each zone. On March 27, 2019, an RFP was advertised in the Argus Courier newspaper and posted on the City of Petaluma website. Three contractors submitted qualifications and unit prices in conformance with the requirements of the RFP by the April 17, 2019 deadline. All three contractors placed proposals for all five zones. Staff evaluated the proposals on the following criteria: knowledge and experience with the site landscaping requirements, the quality of work previously performed at the site, the overall cost proposal including unit prices and hourly billing rates, the contractor's ability to respond, the contractor's proximity to the site location, and experience of key staff including supervision. Based on evaluations of the proposers, staff recommends North Bay Landscape Management, Inc. of Petaluma to be the most qualified to perform the scope of services and to have the most cost competitive unit prices for staff and equipment resources. The overall annual costs submitted by North Bay Landscape Management Inc. was the lowest. Proposal unit prices are listed below and for comparison purposes include the current contract amount from the existing contract. Annually Maintenance Cost: Proposal Amount ZONE A: (Current Amount: $14,616) N. Bay Landscape $ 40,200.00 New Image $ 94,960.80 Dibble Landscape $180,120.00 ZONE B: (Current Amount: $26,100) N. Bay Landscape $ 33,720.00 New Image $ 76,269.60 Dibble Landscape $137,280.00 ZONE C: (Current Amount: $26,556) N. Bay Landscape $ 24,600.00 New Image $ 69,300.00 Dibble Landscape $113,640.00 ZONE D: (Current Amount: $5,416) N. Bay Landscape $ 27,000.00 New Image $ 36,445.20 Dibble Landscape $ 42,888.00 ZONE E: N. Bay Landscape $ 39,000.00 New Image $ 99,660.00 Dibble Landscape $104,388.00 (Current Amount: $28,800) Staff recommends award of the PSA for all five landscape maintenance zones to North Bay Landscape Management, Inc. of Petaluma based on their proposed unit prices, their proposed approach and staffing plan for the maintenance program, their experience. The contract is proposed to run for three years from June 30, 2019 to June 30, 2022 with two, one-year optional extensions that with satisfactory performance could take the contract through June 30, 2024 with an estimated annual cost of $164,520. The previous LAD and frontage maintenance contract for FYs 15 through 19 was $101,488 per year. This represents an increase of approximately $63,000 per year. This increase in cost is due to increasing local maintenance costs and the addition of new LADS. 2 PUBLIC OUTREACH The City of Petaluma advertised an RFP through the Argus Currier newspaper and by posting the RFP on the City's website. Staff reached out to local landscape contractors and landscape contractors to inform them about the upcoming RFP. When the LAD Annual Assessment Process come back to Council in June 2019, staff will detail the update cost impacts for each LAD maintenance budget as a result of the new pricing contained in the proposed contract. FINANCIAL IMPACTS The proposed FY 19/20 budget anticipated the cost increases that resulted from the new contract in the cost centers for Landscape Assessment Districts, 25100, and Streets Maintenance, 24110. The impact on LAD totals approximately $52,000 per year while the Street Maintenance Fund will see about a $10,000 increase. ATTACHMENTS 1. Resolution 2. Signed Professional Services Agreement Attachment 1 RESOLUTION AUTHORIZING AWARD FOR A PROFESSIONAL SERVICES AGREEMENT FOR LANDSCAPE MAINTENANCE OF LANDSCAPE ASSESSMENT DISTRICTS AND CITY OF PETALUMA LANDSCAPE AREAS WHEREAS, the Landscape Assessment Districts and City of Petaluma Landscape Areas require annual vegetation maintenance for the sites; and WHEREAS, City staff prepared a Request for Proposal for landscape maintenance of Landscape Assessment Districts and City of Petaluma landscape areas on the basis of qualifications for landscaping services; and WHEREAS, the Request for Proposal was advertised in Argus Courier and posted on the City of Petaluma's website. on March 27, 2019, and three (3) project proposals were received by the April 17, 2019 deadline; and WHEREAS, City staff conducted a professional services selection process and evaluating the bidder's proposals, staff determined that North Bay Landscape Management, Inc. is the most responsive and qualified contractor to meet the requirements for the Project as well as offering the lowest unit prices. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Petaluma hereby: 1. Approves the Professional Services Agreement attached as Exhibit A for the Landscape Assessment Districts and City of Petaluma Landscape Areas Landscaping Services in the amount of $164,520 annually for a period of three years through June 30, 2022 with an option to extend at staff discretion for one or two additional years for an additional annual cost of $164,520 based on satisfactory performance. 2. Authorizes the City Manager or his designee to execute said agreement on behalf of the City of Petaluma. 11 Attachment 2 Exhibit A to Resolution LANDSCAPE MAINTENANCE AGREEMENT LANDSCAPE ASSESSMENT DISTRICT ZONE A (Title of Project) FY 19/20 Fund # 2500 Cost Center Object Code Project # Amount $40,200 For multi-year contracts or contracts with multiple accounts: FY 20/21 Fund # 2500 Cost Center Object Code Project # Amount $40,200 FY 21/22 Fund # 2500 Cost Center Object Code Project # Amount $40,200 FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ THIS LANDSCAPE MAINTENANCE AGREEMENT (this "Agreement") is entered into effective as of 320 ("Effective Date") by and between the City of Petaluma, a municipal corporation and charter City ("CITY"), and North Bav Landscape Management, Inc., a Corporation ("CONTRACTOR"). CITY and CONTRACTOR are hereinafter referred to collectively as the "PARTIES." WHEREAS, CONTRACTOR has the skills, experience and qualifications necessary to carry out the Services as hereinafter described; and WHEREAS, CITY wishes to engage CONTRACTOR to provide the Services upon the terms and conditions described herein, and CONTRACTOR wishes to provide such Services to CITY. NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the PARTIES hereby agree as follows. 1. Scope of Work; Services. (a) CONTRACTOR shall provide the services ("Services") described in Exhibit A, entitled Specifications for Landscape Maintenance, attached hereto and incorporated herein, for Landscape Maintenance Area(s) A upon the terms and conditions herein provided. Notwithstanding the foregoing, to the extent that any provision(s) in Exhibit A conflict with any of the terms and conditions set forth in this Agreement, the terms and conditions of this Agreement shall control and take precedence over any such conflicting provision(s). (b) CONTRACTOR shall be compensated for work in addition to that described in Exhibit A only if CONTRACTOR and CITY execute a written amendment to this Agreement describing the work to be performed and the compensation to be paid for such work. 2. Schedule for Performance. (a) CONTRACTOR shall commence performance of the Services within seven (7) calendar days following the date CITY provides written notice to CONTRACTOR to proceed, and shall provide the Services in accordance with the Maintenance Task Frequency Chart included in Exhibit A. Landscape Maintenance Agreement March 2019 5 (b) CONTRACTOR shall complete performance of the Services within the time period specified in the Maintenance Task Frequency Chart, with such extensions of time, if any, as may be approved in writing by CITY. (c) CONTRACTOR shall notify CITY as soon as reasonably practicable if CONTRACTOR is unable to comply with the Maintenance Task Frequency Chart or any part thereof. 3. Compensation. (a) CITY shall pay CONTRACTOR $3,350 per month for the full and timely performance of the Services. Such compensation shall be made in monthly installments following CITY's receipt of CONTRACTOR's invoice for each such installment. The written approval of the City Manager or his/her authorized designee shall be required for the payment of compensation exceeding the CITY's approved annual budget for the Services. In no event shall total compensation paid to CONTRACTOR pursuant to this Agreement exceed the sum of $40,200/annuallv without the prior written approval of the City Manager. (b) CONTRACTOR shall submit written invoices to CITY's designated project contact person and shall include with each invoice: (i) a narrative describing the Services completed during the period covered by the invoice; (ii) a revised schedule for performance, if applicable; (iii) copies of receipts for any supplies or materials for which CONTRACTOR is requesting reimbursement, provided such reimbursement has been pre - authorized in writing by CITY; and (iv) any additional documentation requested by CITY. (c) CITY's obligation to pay compensation to CONTRACTOR as provided herein is contingent upon CONTRACTOR's performance of the Services pursuant to the terms and conditions hereof. 4. Prevailing Wates. (a) Pursuant to California Labor Code Section 1771, CONTRACTOR and any subcontractor shall pay all workers employed in execution of the WORK in accordance with the general rate of per diem wages specified for each craft, classification, or type of worker needed to execute the WORK. Copies of the prevailing rates of per diem wages are on file at the City Clerk's office, and shall be made available to any interested party on request. (b) CONTRACTOR is required to pay all applicable penalties and back wages in the event of violation of prevailing wage law, and CONTRACTOR and any subcontractors shall fully comply with California Labor Code Section 1775, which is incorporated by this reference as though fully set forth herein. (c) CONTRACTOR and any subcontractor shall maintain and make available for inspection payroll records as required by California Labor Code Section 1776, which is incorporated by this reference as through fully set forth herein. CONTRACTOR is responsible for ensuring compliance with this section. (d) CONTRACTOR and any subcontractor shall fully comply with California Labor Code Section 1777.5, concerning apprentices, which is incorporated by this reference 2 Landscape Maintenance Agreement March 2019 6 as though fully set forth herein. CONTRACTOR is responsible for ensuring compliance with this section. (e) In accordance with California Labor Code Section 1810, eight (8) hours of labor in performance of the WORK shall constitute a legal day's work under this Agreement. CONTRACTOR and any subcontractor shall pay workers overtime pay as required by California Labe Code Section 1815. CONTRACTOR and any subcontractor shall, as a penalty to the CITY, forfeit twenty-five ($25.00) for each worker employed in the execution of the contract by the respective CONTRACTOR or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Article 3 of Chapter 1 of Part 7, Division 2 of the California Labor Code, which is incorporated by this reference as though fully set forth herein. 5. Term; Termination. The term of this Agreement commences on the Effective Date and terminates on June 30, 2022, with options for two (2) 1 -year extensions, if done in writing within 60 days of contract end date, by mutual agreement. CITY may terminate this Agreement without cause upon thirty (30) days' written notice, in which case, CONTRACTOR shall be entitled to payment for all Services performed to the date of termination to the extent such Services were performed to the satisfaction of CITY in accordance with the terms and conditions hereof. 6. Termination for Cause. CITY may terminate or suspend this Agreement immediately for cause. Cause for immediate termination or suspension shall include, but not be limited to, any breach of this Agreement by CONTRACTOR, including without limitation, a breach of any of CONTRACTOR's covenants, representations or warranties provided hereunder. Upon receipt of notice of termination or suspension for cause, CONTRACTOR shall immediately stop all work in progress under this Agreement. Without limiting the generality of the foregoing, CITY may terminate this Agreement if CONTRACTOR fails to perform the Services within the time specified or any written extension thereof. If CITY terminates this Agreement for cause, CITY may purchase or otherwise secure services, and CONTRACTOR shall be liable to CITY for any excess cost occasioned by CITY thereby. 7. Business Tax Certificate, Licenses and Permits. (a) CONTRACTOR represents, warrants and covenants that throughout the term of this Agreement CONTRACTOR shall: (i) keep on file with the CITY Finance Department a current W-9 form available from the IRS website (www.irs.s4ov); (ii) maintain a valid Petaluma business tax certificate; and (iii) pay all applicable business taxes. (b) CONTRACTOR represents, warrants and covenants that, as of the Effective Date CONTRACTOR possesses, and throughout the term of this Agreement CONTRACTOR shall maintain, at CONTRACTORS sole cost and expense, possession of, all licenses, permits, qualifications and approvals, which are legally required for CONTRACTOR to practice its profession and to perform the Services. Without limiting the generality of the foregoing, CONTRACTOR represents and warrants that it possesses, and throughout the term of this Agreement 3 Landscape Maintenance Agreement March 2019 7 CONTRACTOR shall maintain, all licenses, permits and qualifications necessary for the application of any pesticides or herbicides required to be applied pursuant to this Agreement. CONTRACTOR shall be liable for all damages and shall indemnify and save CITY harmless from and against all damages and liability which may arise out of failure of CONTRACTOR to secure and pay for all necessary licenses or permits or to comply fully with any and all applicable laws, regulations and ordinances. (c) CONTRACTOR acknowledges that CITY has relied upon the foregoing representations as a material inducement to CITY's execution of this Agreement. 8. Facilities and Equipment. CONTRACTOR shall, at its sole cost and expense, furnish all supplies and equipment necessary to the provision of the Services. No supplies or equipment shall be furnished by CITY, nor shall CITY reimburse CONTRACTOR for any supplies or equipment unless CITY has agreed in writing to do so. 9. Standards of Performance. (a) CONTRACTOR shall perform all Services 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 CONTRACTOR's profession. (b) CONTRACTOR shall devote such time to the performance of the Services as may be reasonably necessary for satisfactory performance of CONTRACTOR's obligations hereunder. (c) CONTRACTOR shall not employ for the Services to be performed hereunder any person unfit for, or unskilled in the work assigned to him or her. (d) The safety of all persons employed by CONTRACTOR and its subcontractors on CITY property or elsewhere shall be the sole responsibility of CONTRACTOR. CONTRACTOR shall take all reasonable precautions to protect the health and safety of employees and members of the public and to minimize danger from all hazards to life and property. Without limiting the generality of the foregoing, CONTRACTOR shall provide all appropriate safeguards and warnings necessary to protect workers and others against any condition on the property upon which Services are to be provided which could be dangerous and to prevent accidents of any kind. (e) CONTRACTOR shall comply with all local, state and federal health, safety and fire protection regulations and requirements (including reporting requirements). If CONTRACTOR fails to comply with any such regulations or requirements, CITY may, without prejudice to any other legal or contractual rights of CITY, issue an order stopping all or any part of the work, and may at CITY's discretion thereafter issue a start order for the resumption of the Services. CONTRACTOR shall make no claim for extension of time or for compensation or damages by reason of or in connection with such work stoppage. 10. Inspection. CONTRACTOR shall provide the CITY reasonable opportunity to ascertain that CONTRACTOR is providing the Services in accordance with the requirements of this Agreement and to the satisfaction of CITY. All work done and materials furnished, if any, shall be subject to inspection and approval by the CITY. The inspection of such work shall not relieve CONTRACTOR of any of its obligations to fulfill the requirements of this Agreement. The Services, materials and supplies furnished by CONTRACTOR hereunder 4 Landscape Maintenance Agreement March 2019 8 shall be exactly as specified in this Agreement, free fiom all defects in CONTRACTOR's performance, workmanship and materials. If, prior to final acceptance, any Services and any materials and supplies furnished hereunder are found to be incomplete, or not as specified, CITY may reject them, require CONTRACTOR to correct them without charge, or require delivery of such materials, supplies, or services at a reduction in price which is equitable under the circumstances. If CONTRACTOR is unable or refuses to correct such items within a time deemed reasonable by CITY, CITY may terminate this Agreement in whole or in part. 11. Independent Contractor; Contractor Not an Agent of Citv. CONTRACTOR acknowledges that CONTRACTOR and its employees and agents shall provide Services as independent CONTRACTORs, and not an agents or employees of the CITY. CONTRACTOR further acknowledges that CONTRACTOR is solely responsible for the acts and omissions of CONTRACTOR and its agents and employees, and nothing in this Agreement shall in any way be construed to constitute the CONTRACTOR, or any of its agents or employees, as an agent, employee or representative of the CITY. CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent or to bind CITY to any obligation whatsoever. 12. Conflict of Interest. CONTRACTOR represents and warrants that it presently has no interest, and covenants that it shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services hereunder. CONTRACTOR further covenants that, in the performance of this Agreement, CONTRACTOR will not employ any subcontractor or person having such an interest. CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of the CITY. If CONTRACTOR believes that there is a conflict, or such conflict arises during the term of this Agreement or any extension, CONTRACTOR shall immediately advise the CITY and the CITY may, at its sole discretion, immediately terminate this Agreement. 13. Assiiinment. CONTRACTOR may not assignor transfer this Agreement in whole or in part, by operation of law or otherwise without the prior written consent of the CITY. Any attempted or purported assignment of any right or obligation hereunder absent such consent shall be void and of no effect. 14. Delegation and SubcontractinLr without CITY Consent Prohibited. CONTRACTOR shall directly perform all Services, and shall not subcontract for the provision of any part thereof without the prior written approval of CITY. Any such approved subcontractors shall be required to comply, to the extent applicable, with the terms and conditions of this Agreement and all of the obligations and duties imposed upon the CONTRACTOR hereunder. All subcontractors shall be required to procure and maintain insurance coverage as required herein and which shall name CITY as an additional insured. 15. Compliance with Laws. CONTRACTOR shall fully comply with all applicable local, state and federal rules, laws, regulations and ordinances governing the performance of the Services. CONTRACTOR further agrees that if any governmental agency or entity other than CITY provides compensation for any Services, CONTRACTOR shall comply with all rules and regulations applicable to such fiscal assistance. 5 Landscape Maintenance Agreement March 2019 9 16. Nondiscrimination. During the performance of this Agreement, CONTRACTOR shall not discriminate against any employee or applicant for employment on the basis of race, religion, creed, color, national origin, sex, age or other basis prohibited by state, federal or local law, rule or regulation. 17. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the PARTIES at their respective addresses specified below or to such other address as a PARTY may designate by written notice delivered to the other PARTY in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; or (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first-class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. CITY: City Clerk City of Petaluma P.O. Box 61 Petaluma, California 94953 Telephone: (707) 778-4360 Facsimile: (707) 778-4554 CONTRACTOR: North Bav Landscape Management, Inc. 444 Pavran Street Petaluma, CA 94953 Attention: Jeff Pottorff Telephone: (707) 762-3850 Facsimile: (707) 762-6118 18. Indemnification. CONTRACTOR shall indemnify, defend with counsel acceptable to the CITY, and hold harmless (to the full extent permitted by law) the CITY and its officers, officials, employees, agents and volunteers from and against all claims, damages, losses and expenses (including attorney's fees and costs and fees of litigation) arising out of or in connection with CONTRACTOR's performance of the Services described herein, caused in whole or in part by any act or omission of CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be 6 Landscape Maintenance Agreement March 2019 10 liable, except where caused by the active negligence, sole negligence, or willful misconduct of the CITY. Landscape Maintenance Agreement March 2019 1 1 19. Insurance. Contractor shall comply with the "Insurance Requirements for Contractors" in Exhibit B, attached hereto and incorporated herein by reference. City reserves the right to review any and all of the required insurance policies and/or endorsements, but has no obligation to do so. City's failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or City's failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. 20. Amendment; Waiver. This Agreement may be amended only by a written instrument executed by both PARTIES. Neither the CITY'S failure to enforce, in whole or in part, any right, remedy or privilege hereunder, nor the CITY'S delay in the exercise of any such right, remedy or privilege shall operate as a waiver thereof, nor shall any such failure or delay operate as a waiver of any similar provision. No waiver in any particular instance shall operate as a continuing waiver, and no waiver of any provision hereof, shall be binding unless it is executed in writing by the Party making the waiver. 21. Disputes. The PARTIES agree to make a good faith attempt to resolve any dispute arising out of this Agreement through mediation prior to commencing litigation. The PARTIES shall mutually agree upon the mediator and shall divide the costs of mediation equally. 22. Entire Agreement. This Agreement, together with Exhibit A which is incorporated herein by this reference, constitutes the entire agreement between the PARTIES with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the PARTIES with respect to the subject matter hereof. 23. Construction; Headings; Severabilitv. The PARTIES acknowledge that this Agreement is the product of negotiation and compromise on the part of both PARTIES, and the PARTIES agree, that since both PARTIES have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the PARTIES, but rather according to its fair meaning as a whole, as if both PARTIES had prepared it. The section headings used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions hereof. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable shall remain in full force and effect to the extent not held invalid or unenforceable. 24. Governing Law. This Agreement shall be enforced and interpreted in accordance with the substantive law of the State of California excluding principles of conflict of laws. Any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in the County of Sonoma. 25. No Third -Party Beneficiaries. The PARTIES do not intend to create, and nothing contained in this Agreement shall be construed to create any benefit or right in any third party. Landscape Maintenance Agreement March 2019 12 26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which, taken together, shall be deemed to be one and the same agreement. 27. Contractor's Books and Records. (a) CONTRACTOR shall maintain any and all ledgers, books of accounts, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to the CITY for a minimum 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. (b) CONTRACTOR shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period ofthree (3) years or for any longer period required by law, from the date of termination or completion of this Agreement. (c) Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Finance Director, or a designated representative of these officers. Copies of such documents shall be provided to the CITY for inspection at Petaluma City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at CONTRACTOR's address indicated for receipt of notices in this Agreement. (d) Where CITY has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of CONTRACTOR's business, CITY may, by written request by any of the above-named officers, require that custody of the records be given to the CITY and that the records and documents be maintained in Petaluma City Hall. Access to such records and documents shall be granted to any Party authorized by CONTRACTOR, CONTRACTOR's representatives, or CONTRACTOR's successor in interest. 28. Work Performed by Subcontractors, Suppliers. (a) CONTRACTOR agrees that at any time upon request of CITY, CONTRACTOR will submit a sworn statement setting forth the work performed or material furnished by subcontractors, suppliers and materialmen, and the amount due and to become due to each, and that before the final payment is made to CONTRACTOR hereunder, CONTRACTOR will if requested, submit to CITY a complete set of vouchers showing what payments have been made for materials and labor used in connection with the provision of Services hereunder. CONTRACTOR shall: (i) Indemnify and hold harmless CITY from all claims, demands, causes of action or suits, of whatever nature, arising out of the services, labor and materials furnished by CONTRACTOR or its subcontractors under this Agreement, and from all laborers', materialmen's and mechanics' liens upon the real property upon which the work is located; and (ii) Promptly notify CITY in writing, of any claims, demands, causes of action or suits brought to its attention. CONTRACTOR shall forward with such notification copies of all pertinent papers received by CONTRACTOR with 9 Landscape Maintenance Agreement March 2019 13 respect. to Lilly such clainls, derflands, Causes 01, action or ,Lljts7 and kit 111k: requcsl shall do all Wings and executc and ddhvr all apprprialor documents zinc] assignmenis in havorot-CITY oVall CONTRACTOR's rights and claims arising Himi mwh asserted claims as Nvill enable CITY to protQct .its bAcrest by litigwicin or otherwise. The final payrneril heretinder'shall not he made until CONTRACTOR, if requilvd, lins delivered to CITYa cornpicte releme of al I clai ins Lirisi ng out ofthis.A.greement, or receipts in Adl in I ien thwvoi-as CITY may require, and if ralAred in either uns, an allidnOt tilwal as hw as CONTRAGI T) R has knoMedge or i n 1-onnatini i,. tile 1-ccei pts i lie] ude all thc labor and mal,erhis supplied in connecticln vMh this Agreen-leM. My mhentanichn rehises losupply it rcicasc or reccipi in Full, CONTRACTOR may furnish holid'satis('actory in crry to irldonnify ary againm any mwh claims. If any claini reli-wins unmaisned tatter all payments horounder are made, C',ONTRACTOR, shall reMnd in ary aij nionics that CITY inoy be compelled to pay in dischailling such claim, including costs zind reasonable attorneys, 1w,". 21 Reme(M Except as vthcrwisc expressly stated in this Agreement, tile rights and reniedies of the PARTIFS hereunder are cumultiltiVe, and the CXCrCiSC Or I'aildre to cxcwkc one or mwr or mwh rig Ms or rerriNcs by either- Party shall licit preclude We exacke by A, M to si-irne time ordillerojvt limes, clany right or rernedy Or the saine (101'ault or Lilly other Clefilult. IN wrrNESS VVIIJORKOK the PATTIES have cxccuWcl dais Undscape NUMemince Agreement as (I the dole first Yrritten above. MY m PETALUMA City Mollar.'er A", GAP APPROVED AS TO FORM: CON'FRACTOR 13y: Name fide Was city stac Zip Cily Att(inicy Taxpayer i,D, Nwnbe-r Ile talunut BLJ1il1O.1S'-ii'tx �o-tific',,tlu Nutnbu- no wMw SMAU MA WHAMUMMMU & A I it MM200 14 igy 0 Exhibit A Frequencv Chart fo - Landscape Assessment Districts (LAD) January February March April May June July August September October November December IRRIGATION Annual System Check General System Check & Maintenance I WEEDS Monitor for control FERTILIZATION, Fertilization -Planted Areas Fertilization - Turf Areas LITTER & LEAF REMOVAL Hard Surface Areas (Litter Only) Planted & Mulched Areas Areas (Litter Only) Leaf Removal TREE MAINTENANCE Tree Purning for pedestrian and street heights SHRUB MAINTENANCE Size Control Pruning & Shaping GROUNDCOVER MAINTENANCE Edging Pruning or Mowing PERENNIAL AND TALL GRASS MAINTENANCE Dead Heading -Shaping Cut Back 2/3 Size I TURF (when oresent) MAINTENANCE Mowing (Per height requirments, see specs.) Edging (Once Per Month) Aeration Reseeding HARD SURFACES MAINTENANCE Extra Work - as Requested MULCH REPLACEMENT Extra Work - as Requested * See Technical Specifications for Details * ILADNumber Zone Name 7 Lona A Meadow Park 1.2 Zone A Glenbrook 15 Zone A Sonoma Glen 26 Zone A Graystone Creek 27 Zone A Americana 29 Zone A Liberty Farms 31. Zone A Wisteria 33 Zone A Woodside Village 32 Zone A Corona Creek 11 39 Zone A Landsdowne 42 Zone A Turnbridge 44 Zone A Stratford Village 3 Zone B Village Meadows JO Zone B St, James 11 Zone B Park Place 5 16 Zone B Mountain Valley 17 Zone B Kingsmill 18 Zone B Cader Farms 19 Zone B Cader Farms Highlands 21 Zone B Crane Glen 37 Zone B Willow Glen 43 Zone 8 Washington Creek 43 Zone B Washington Creek Riparian - 43a 47 Zone B Avila Ranch I Zone C Casa DO 6ro 4 Zone C Village East 5 Zone C Spring Meadows 6 Zone C Shelter Hills Village 8 Zone C Anna's Meadows 13 Zone C Fairway Meadows 35 Zone C Cross Creek 45 Zone C Southgate 2 Zone D Sycamore Heights 14 Zone D Country Club Estates 22 Zone D Westridp ,,e Knolls 24 Zone D Judith Court 28 Zone D Kingsfield 36 Zone D Westview Estates 38 Zone D Stoneridge 40 Zone D Twit) Creeks 41 Zone D McNear Landing 46 Zone D Riverview 17 N � Printed: 3/14/2019 � � ~� / N�� 'P2�4 4�le ��'�^^ ^�� UUUK���� ��n�� ��n n���v�n~=.."~" Landscape ������ment Districts Legend Formation Agreement Zones [=3A =1 B EMC En ^ -^` = LAD Areas ` r-- \ City Limit / — ---Cneeks&Rivens / Streets / \ ,^ �^ � | �����[�s �- ��~� � \ / LAD Number Name ~Z�e I Casa Del Oro Zone z Sycamore Heights Zone 3 Village Meadows Zone 4 Village East Zone[ S Spring Meadows Zone 6 Shelter Hills Village Zone 7 Meadow Park Zone 8 Anna's Meadows Zone[ zn St. James ZnneB zz Park Place 5 ZoneB zz G|enbmok Zone 13 Fairway Meadows Zone[ 14 Country Club Estates Zone 15 Sonoma Glen Zone 26 Mountain Valley Zone zr Kingsmill Zone ^ 18 Cade/Farms Zone ~� z9 CaderFarms Highlands Zone zz Crane Glen Zone � zz We$ridgexnnUs | Zone ` 24 Judith Court Zone 26 Grayst,ne[neek Zone 27 Americana Zone zO mngs0e|d Zone 29 Liberty Farms Zone � 31 Wisteria Zone ° 38 Woodside Village Zone 32 Corona Creek U Zone 35 Cross Creek Zone[ 36 Westview Estates Zone 37 Willow Glen Zone 38 Stoneridge Zone 39 Landsdowne Zone 40 Twin Creeks Zone 41 McNea,Landing Zone 42 Turobridge Zone 43 Washington Creek Zone 43a Washington Creek Riparian ZoneB 44 Stratford Village Zone 45 Southgate Zone 46 Riverview Zone 47 Avila Ranch Zone 48 Quarry Heights Zone Printed: 3/14/2019 � � ~� / N�� 'P2�4 4�le ��'�^^ ^�� UUUK���� ��n�� ��n n���v�n~=.."~" Landscape ������ment Districts Legend Formation Agreement Zones [=3A =1 B EMC En ^ -^` = LAD Areas ` r-- \ City Limit / — ---Cneeks&Rivens / Streets / \ ,^ �^ � EXHIBIT B INSURANCE REQUIREMENTS FOR ALL AGREEMENTS Contractor's performance of the Services under this Agreement shall not commence until Contractor shall have obtained all insurance required under this paragraph and such insurance shall have been approved by the City Attorney as to form and the Risk Manager as to carrier and sufficiency. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. Contractor shall procure and maintain for the duration of the contract all necessary insurance against claims now and in the future for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by the Contractor, the Contractor's agents, representatives, employees and subcontractors. A. Required Minimum Scope of Insurance Coverage shall be at least as broad as: ❑X Insurance Services Office Commercial General Liability coverage: a. Personal injury; b. Contractual liability. © Insurance Services Office form covering Automobile Liability (any auto). ❑X Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. ❑ Professional Liability/Errors and Omissions ❑ Crime/Employee Blanket Fidelity Bond ❑ Property Insurance against all risks of loss to any tenant improvements or betterments. ❑ Pollution Liability Insurance ❑ Garage Liability ❑ Garagekeepers Insurance ❑ Technology Professional Liability Errors and Omissions Insurance (IT Consultant)/Cyber Liability ❑ Abuse or Molestation Liability Coverage B. Minimum Limits of Insurance Consultant shall maintain limits no less than: ❑ General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate liability is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit. ❑ Products/Completed Operations: $1,000,000 per occurrence/aggregate. ❑ Automobile Liability: $1,000,000 per accident for bodily injury and property damage. ❑ Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident. Bodily Injury by Disease - $1,000,000 policy limit. Bodily Injury by Disease - $1,000,000 each employee. ❑ Professional Liability/Errors and Omissions: $1,000,000 per occurrence or claim. If the policy provides coverage on a claims -made basis, the retroactive date must be shown and must be before the date of the Agreement or the beginning of the contract work. INSURANCE REQUIREMENTS (City) 19 Dee 2018 ❑ Crime/Employee Blanket Fidelity Bond - $1,000,000: Contractor, at its own cost and expense, must maintain a Crime/Employee Blanket Fidelity Bond in the amount of $1,000,000 per employee covering dishonesty, forgery, alteration, theft, disappearance, destruction (inside or outside). ❑ All Risk Property Insurance: Full replacement cost. ❑ Pollution legal liability with limits no less than $1,000,000 per occurrence or claim and $2,000,000 policy aggregate. If the policy provides coverage on a claims -made basis, the retroactive date must be shown and must be before the date of the Agreement or the beginning of the contract work. ❑ Garage Liability: $1,000,000 per occurrence. ❑ Garagekeepers Insurance: $1,000,000 per occurrence. ❑ Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant's profession and work hereunder, with limits not less than $1,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 1. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City in the care, custody, or control of the Consultant. If not covered under the Consultant's liability policy, such "property" coverage of the City may be endorsed onto the Consultant's Cyber Liability as covered property as follows: 2. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City that will be in the care, custody, or control of the Consultant. 3. The Insurance obligations under this agreement shall be the greater of 1) all the Insurance coverage and limits carried by or available to the Consultant; or 2) the minimum Insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to the City. No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the Consultant under this agreement. ❑ Abuse or Molestation Liability Coverage: $1,000,000 per occurrence; $2,000,000 aggregate. C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Policies containing any self- insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured (Contractor) or the City. INSURANCE REQUIREMENTS (City) 20 Dec 2018 City reserves the right to review any and all of the required insurance policies, declaration pages, and/or endorsements, but has no obligation to do so. City's failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or City's failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. D. Other Insurance Provisions The required general liability and automobile policies are to contain, or be endorsed to contain the following provisions: 1. Additional Insured: The City, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. 2. Primary and Non -Contributory: For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 4. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 6. Waiver of Subrogation: Consultant agrees to waive subrogation rights for commercial general liability, automobile liability and worker's compensation against City regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors or others involved in any way with the Services to do likewise. 7. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirement and/or limits shall be available to the additional insured. Furthermore, the requirement for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. 8. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Petaluma before the City of Petaluma's own insurance or self-insurance shall be called upon to protect it as a named insured. INSURANCE REQUIREMENTS (City) 21 Dec 2018 E. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than AXII. II. F. Verification of Coverage NOTE: The City of Petaluma is now using an online insurance program, PINS Advantage. Once you have been awarded a contract with the City of Petaluma, you will receive an e-mail from PINS Advantage/City of Petaluma requesting that you forward the e-mail to your insurance agent(s). Consultant shall furnish the City with Certificate of Insurance along with Declarations and Endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before the Services commence. INSURANCE REQUIREMENTS (City) 22 Dee 2018 LANDSCAPE MAINTENANCE AGREEMENT LANDSCAPE ASSESSMENT DISTRICT ZONE B (Title of Project) FY 19/20 Fund # 2510 Cost Center Object Code Project # Amount $33,720 For multi-year contracts or contracts with multiple accounts: FY 20/21 Fund # 2510 Cost Center Object Code Project # Amount $33,720 FY 21/22 Fund # 2510 Cost Center Object Code Project # Amount $33,720 FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ THIS LANDSCAPE MAINTENANCE AGREEMENT (this "Agreement") is entered into effective as of ,20 ("Effective Date") by and between the City of Petaluma, a municipal corporation and charter City ("CITY"), and North Bay Landscape Management, Inc., a Corporation ("CONTRACTOR"). CITY and CONTRACTOR are hereinafter referred to collectively as the "PARTIES." WHEREAS, CONTRACTOR has the skills, experience and qualifications necessary to carry out the Services as hereinafter described; and WHEREAS, CITY wishes to engage CONTRACTOR to provide the Services upon the terms and conditions described herein, and CONTRACTOR wishes to provide such Services to CITY. NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the PARTIES hereby agree as follows. Scope of Work, Services. (a) CONTRACTOR shall provide the services ("Services") described in Exhibit A, entitled Specifications for Landscape Maintenance, attached hereto and incorporated herein, for Landscape Maintenance Area(s) B upon the terms and conditions herein provided. Notwithstanding the foregoing, to the extent that any provision(s) in Exhibit A conflict with any of the terms and conditions set forth in this Agreement, the terms and conditions of this Agreement shall control and take precedence over any such conflicting provision(s). (b) CONTRACTOR shall be compensated for work in addition to that described in Exhibit A only if CONTRACTOR and CITY execute a written amendment to this Agreement describing the work to be performed and the compensation to be paid for such work. 2. Schedule for Performance. (a) CONTRACTOR shall commence performance of the Services within seven (7) calendar days following the date CITY provides written notice to CONTRACTOR to proceed, and shall provide the Services in accordance with the Maintenance Task Frequency Chart included in Exhibit A. Landscape Maintenance Agreement March 2019 23 (b) CONTRACTOR shall complete performance of the Sei vices within the time period specified in the Maintenance Task Frequency Chart, with such extensions of time, if any, as may be approved in writing by CITY. (c) CONTRACTOR shall notify CITY as soon as reasonably practicable if CONTRACTOR is unable to comply with the Maintenance Task Frequency Chart or any part thereof. Compensation. (a) CITY shall pay CONTRACTOR $2,810 per month for the full and timely performance of the Services. Such compensation shall be made in monthly installments following CITY's receipt of CONTRACTOR's invoice for each such installment. The written approval of the City Manager or his/her authorized designee shall be required for the payment of compensation exceeding the CITY's approved annual budget for the Services. In no event shall total compensation paid to CONTRACTOR pursuant to this Agreement exceed the sum of $33,720/annually without the prior written approval of the City Manager. (b) CONTRACTOR shall submit written invoices to CITY's designated project contact person and shall include with each invoice: (i) a narrative describing the Services completed during the period covered by the invoice; (ii) a revised schedule for performance, if applicable; (iii) copies of receipts for any supplies or materials for which CONTRACTOR is requesting reimbursement, provided such reimbursement has been pre - authorized in writing by CITY; and (iv) any additional documentation requested by CITY. (c) CITY's obligation to pay compensation to CONTRACTOR as provided herein is contingent upon CONTRACTOR's performance of the Services pursuant to the terms and conditions hereof. 4. Prevailing Wates. (a) Pursuant to California Labor Code Section 1771, CONTRACTOR and any subcontractor shall pay all workers employed in execution of the WORK in accordance with the general rate of per diem wages specified for each craft, classification, or type of worker needed to execute the WORK. Copies of the prevailing rates of per diem wages are on file at the City Clerk's office, and shall be made available to any interested party on request. (b) CONTRACTOR is required to pay all applicable penalties and back wages in the event of violation of prevailing wage law, and CONTRACTOR and any subcontractors shall fully comply with California Labor Code Section 1775, which is incorporated by this reference as though fully set forth herein. (c) CONTRACTOR and any subcontractor shall maintain and make available for inspection payroll records as required by California Labor Code Section 1776, which is incorporated by this reference as through fully set forth herein. CONTRACTOR is responsible for ensuring compliance with this section. (d) CONTRACTOR and any subcontractor shall fully comply with California Labor Code Section 1777.5, concerning apprentices, which is incorporated by this reference Landscape Maintenance Agreement March 2019 24 as though fully set forth herein. CONTRACTOR is responsible for ensuring compliance with this section. (e) In accordance with California Labor Code Section 1810, eight (8) hours of labor in performance of the WORK shall constitute a legal day's work under this Agreement. CONTRACTOR and any subcontractor shall pay workers overtime pay as required by California Labe Code Section 1815. CONTRACTOR and any subcontractor shall, as a penalty to the CITY, forfeit twenty-five ($25.00) for each worker employed in the execution of the contract by the respective CONTRACTOR or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Article 3 of Chapter 1 of Part 7, Division 2 of the California Labor Code, which is incorporated by this reference as though fully set forth herein. 5. Term; Termination. The term of this Agreement commences on the Effective Date and terminates on June 30, 2022, with options for two (2) 1 -year extensions, if done in writing within 60 days of contract end date, by mutual agreement. CITY may terminate this Agreement without cause upon thirty (30) days' written notice, in which case, CONTRACTOR shall be entitled to payment for all Services performed to the date of termination to the extent such Services were performed to the satisfaction of CITY in accordance with the terms and conditions hereof. 6. Termination for Cause. CITY may terminate or suspend this Agreement immediately for cause. Cause for immediate termination or suspension shall include, but not be limited to, any breach of this Agreement by CONTRACTOR, including without limitation, a breach of any of CONTRACTOR's covenants, representations or warranties provided hereunder. Upon receipt of notice of termination or suspension for cause, CONTRACTOR shall immediately stop all work in progress under this Agreement. Without limiting the generality of the foregoing, CITY may terminate this Agreement if CONTRACTOR fails to perform the Services within the time specified or any written extension thereof. If CITY terminates this Agreement for cause, CITY may purchase or otherwise secure services, and CONTRACTOR shall be liable to CITY for any excess cost occasioned by CITY thereby. 7. Business Tax Certificate; Licenses and Permits. (a) CONTRACTOR represents, warrants and covenants that throughout the term of this Agreement CONTRACTOR shall: (i) keep on file with the CITY Finance Department a current W-9 form available from the IRS website (www.irs.�4ov); (ii) maintain a valid Petaluma business tax certificate; and (iii) pay all applicable business taxes. (b) CONTRACTOR represents, warrants and covenants that, as of the Effective Date CONTRACTOR possesses, and throughout the term of this Agreement CONTRACTOR shall maintain, at CONTRACTORs sole cost and expense, possession of, all licenses, permits, qualifications and approvals, which are legally required for CONTRACTOR to practice its profession and to perform the Services. Without limiting the generality of the foregoing, CONTRACTOR represents and warrants that it possesses, and throughout the term of this Agreement 3 Landscape Maintenance Agreement March 2019 25 CONTRACTOR shall maintain, all licenses, permits and qualifications necessary for the application of any pesticides or herbicides required to be applied pursuant to this Agreement. CONTRACTOR shall be liable for all damages and shall indemnify and save CITY harmless fiom and against all damages and liability which may arise out of failure of CONTRACTOR to secure and pay for all necessary licenses or permits or to comply fully with any and all applicable laws, regulations and ordinances. (c) CONTRACTOR acknowledges that CITY has relied upon the foregoing representations as a material inducement to CITY's execution of this Agreement. Facilities and Equipment. CONTRACTOR shall, at its sole cost and expense, furnish all supplies and equipment necessary to the provision of the Services. No supplies or equipment shall be furnished by CITY, nor shall CITY reimburse CONTRACTOR for any supplies or equipment unless CITY has agreed in writing to do so. 9. Standards of Performance. (a) CONTRACTOR shall perform all Services 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 CONTRACTOR's profession. (b) CONTRACTOR shall devote such time to the performance of the Services as may be reasonably necessary for satisfactory performance of CONTRACTOR's obligations hereunder. (c) CONTRACTOR shall not employ for the Services to be performed hereunder any person unfit for, or unskilled in the work assigned to him or her. (d) The safety of all persons employed by CONTRACTOR and its subcontractors on CITY property or elsewhere shall be the sole responsibility of CONTRACTOR. CONTRACTOR shall take all reasonable precautions to protect the health and safety of employees and members of the public and to minimize danger from all hazards to life and property. Without limiting the generality of the foregoing, CONTRACTOR shall provide all appropriate safeguards and warnings necessary to protect workers and others against any condition on the property upon which Services are to be provided which could be dangerous and to prevent accidents of any kind. (e) CONTRACTOR shall comply with all local, state and federal health, safety and fire protection regulations and requirements (including reporting requirements). If CONTRACTOR fails to comply with any such regulations or requirements, CITY may, without prejudice to any other legal or contractual rights of CITY, issue an order stopping all or any part of the work, and may at CITY's discretion thereafter issue a start order for the resumption of the Services. CONTRACTOR shall make no claim for extension of time or for compensation or damages by reason of or in connection with such work stoppage. 10. Inspection. CONTRACTOR shall provide the CITY reasonable opportunity to ascertain that CONTRACTOR is providing the Services in accordance with the requirements of this Agreement and to the satisfaction of CITY. All work done and materials furnished, if any, shall be subject to inspection and approval by the CITY. The inspection of such work shall not relieve CONTRACTOR of any of its obligations to fulfill the requirements of this Agreement. The Services, materials and supplies furnished by CONTRACTOR hereunder 4 Landscape Maintenance Agreement March 2019 26 shall be exactly as specified in this Agreement, free from all defects in CONTRACTOR's performance, workmanship and materials. If, prior to final acceptance, any Services and any materials and supplies furnished hereunder are found to be incomplete, or not as specified, CITY may reject them, require CONTRACTOR to correct them without charge, or require delivery of such materials, supplies, or services at a reduction in price which is equitable under the circumstances. If CONTRACTOR is unable or refuses to correct such items within a time deemed reasonable by CITY, CITY may terminate this Agreement in whole or in part. 11. Independent Contractor. Contractor Not an Agent of Citv. CONTRACTOR acknowledges that CONTRACTOR and its employees and agents shall provide Services as independent CONTRACTORs, and not an agents or employees of the CITY. CONTRACTOR further acknowledges that CONTRACTOR is solely responsible for the acts and omissions of CONTRACTOR and its agents and employees, and nothing in this Agreement shall in any way be construed to constitute the CONTRACTOR, or any of its agents or employees, as an agent, employee or representative of the CITY. CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent or to bind CITY to any obligation whatsoever. 12. Conflict of Interest. CONTRACTOR represents and warrants that it presently has no interest, and covenants that it shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services hereunder. CONTRACTOR further covenants that, in the performance of this Agreement, CONTRACTOR will not employ any subcontractor or person having such an interest. CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of the CITY. If CONTRACTOR believes that there is a conflict, or such conflict arises during the term of this Agreement or any extension, CONTRACTOR shall immediately advise the CITY and the CITY may, at its sole discretion, immediately terminate this Agreement. 13. Assignment. CONTRACTOR may not assignor transfer this Agreement in whole or in part, by operation of law or otherwise without the prior written consent of the CITY. Any attempted or purported assignment of any right or obligation hereunder absent such consent shall be void and of no effect. 14. Delectation and Subcontracting without CITY Consent Prohibited. CONTRACTOR shall directly perform all Services, and shall not subcontract for the provision of any part thereof without the prior written approval of CITY. Any such approved subcontractors shall be required to comply, to the extent applicable, with the terms and conditions of this Agreement and all of the obligations and duties imposed upon the CONTRACTOR hereunder. All subcontractors shall be required to procure and maintain insurance coverage as required herein and which shall name CITY as an additional insured. 15. Compliance with Laws. CONTRACTOR shall fully comply with all applicable local, state and federal rules, laws, regulations and ordinances governing the performance of the Services. CONTRACTOR further agrees that if any governmental agency or entity other than CITY provides compensation for any Services, CONTRACTOR shall comply with all rules and regulations applicable to such fiscal assistance. 5 Landscape Maintenance Agreement March 2019 27 16. Nondiscrimination. During the performance of this Agreement, CONTRACTOR shall not discriminate against any employee or applicant for employment on the basis of race, religion, creed, color, national origin, sex, age or other basis prohibited by state, federal or local law, rule or regulation. 17. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the PARTIES at their respective addresses specified below or to such other address as a PARTY may designate by written notice delivered to the other PARTY in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; or (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first-class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. CITY: City Clerk City of Petaluma P.O. Box 61 Petaluma, California 94953 Telephone: (707) 778-4360 Facsimile: (707) 778-4554 CONTRACTOR: North Bay Landscape Management, Inc. 444 Payran Street Petaluma, CA 94953 Attention: Jeff Pottorff Telephone: (707) 762-3850 Facsimile: (707) 762-6118 18. Indemnification. CONTRACTOR shall indemnify, defend with counsel acceptable to the CITY, and hold harmless (to the full extent permitted by law) the CITY and its officers, officials, employees, agents and volunteers from and against all claims, damages, losses and expenses (including attorney's fees and costs and fees of litigation) arising out of or in connection with CONTRACTOR's performance of the Services described herein, caused in whole or in part by any act or omission of CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be 6 Landscape Maintenance Agreement March 2019 28 liable, except where caused by the active negligence, sole negligence, or willful misconduct of the CITY. Landscape Maintenance Agreement March 2019 29 19. Insurance. Contractor shall comply with the "Insurance Requirements for Contractors" in Exhibit B, attached hereto and incorporated herein by reference. City reserves the right to review any and all of the required insurance policies and/or endorsements, but has no obligation to do so. City's failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or City's failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. 20. Amendment; Waiver. This Agreement may be amended only by a written instrument executed by both PARTIES. Neither the CITY'S failure to enforce, in whole or in part, any right, remedy or privilege hereunder, nor the CITY'S delay in the exercise of any such right, remedy or privilege shall operate as a waiver thereof, nor shall any such failure or delay operate as a waiver of any similar provision. No waiver in any particular instance shall operate as a continuing waiver, and no waiver of any provision hereof, shall be binding unless it is executed in writing by the Party making the waiver. 21. Disputes. The PARTIES agree to make a good faith attempt to resolve any dispute arising out of this Agreement through mediation prior to commencing litigation. The PARTIES shall mutually agree upon the mediator and shall divide the costs of mediation equally. 22. Entire ALFreement. This Agreement, together with Exhibit A which is incorporated herein by this reference, constitutes the entire agreement between the PARTIES with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the PARTIES with respect to the subject matter hereof. 23. Construction; Headings; Severability. The PARTIES acknowledge that this Agreement is the product of negotiation and compromise on the part of both PARTIES, and the PARTIES agree, that since both PARTIES have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the PARTIES, but rather according to its fair meaning as a whole, as if both PARTIES had prepared it. The section headings used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions hereof. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable shall remain in full force and effect to the extent not held invalid or unenforceable. 24. Governiniz Law. This Agreement shall be enforced and interpreted in accordance with the substantive law of the State of California excluding principles of conflict of laws. Any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in the County of Sonoma. 25. No Third -Party Beneficiaries. The PARTIES do not intend to create, and nothing contained in this Agreement shall be construed to create any benefit or right in any third party. 8 Landscape Maintenance Agreement March 2019 30 26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which, taken together, shall be deemed to be one and the same agreement. 27. Contractor's Books and Records. (a) CONTRACTOR shall maintain any and all ledgers, books of accounts, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to the CITY for a minimum 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. (b) CONTRACTOR shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years or for any longer period required by law, from the date of termination or completion of this Agreement. (c) Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Finance Director, or a designated representative of these officers. Copies of such documents shall be provided to the CITY for inspection at Petaluma City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at CONTRACTOR's address indicated for receipt of notices in this Agreement. (d) Where CITY has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of CONTRACTOR's business, CITY may, by written request by any of the above-named officers, require that custody of the records be given to the CITY and that the records and documents be maintained in Petaluma City Hall. Access to such records and documents shall be granted to any Party authorized by CONTRACTOR, CONTRACTOR's representatives, or CONTRACTOR's successor in interest. 28. Work Performed by Subcontractors; Suppliers. (a) CONTRACTOR agrees that at any time upon request of CITY, CONTRACTOR will submit a sworn statement setting forth the work performed or material furnished by subcontractors, suppliers and materialmen, and the amount due and to become due to each, and that before the final payment is made to CONTRACTOR hereunder, CONTRACTOR will if requested, submit to CITY a complete set of vouchers showing what payments have been made for materials and labor used in connection with the provision of Services hereunder. CONTRACTOR shall: (i) Indemnify and hold harmless CITY from all claims, demands, causes of action or suits, of whatever nature, arising out of the services, labor and materials furnished by CONTRACTOR or its subcontractors under this Agreement, and from all laborers', materialmen's and mechanics' liens upon the real property upon which the work is located; and (ii) Promptly notify CITY in writing, of any claims, demands, causes of action or suits brought to its attention. CONTRACTOR shall forward with such notification copies of all pertinent papers received by CONTRACTOR with 9 Landscape Maintenance Agreement March 2019 31 rupeo to anv such Minis, dcniands, causes ofaction or suits, and at tho rMweva (WO , ry, shah 1) all things and CXCCLItCand MAY all appropriate doetinwins and assfrmierlts in Wor oi'CITY ol'all CONTRACTOR's rights and cainis wising born such asseded clainis as will onabiv CITY Io protect its hAciva by UtWwkm or olenvise. The firial payrnm heretuxler shall not be madc until CON'FRACTOR, if'required, has delivered to CHAa complete release of -till claims arising oto of This Agreement, or receipts in Wit in hell Iheivcd"us CITY inny requke, and irreqWred in either case, an OAS that has kno"Iedge orintKniaHon. theruccipts, include all the In% and maWriak sutioied in connection W& dis Agivernew Mmy subcontractor relbses to Sulmly a release or receipt in full, CONTRACTOR Illay Furnish as bond Satist-'actory to CITY to wdernbrij crry agAM any Wi clairris. If an), clini rerinvius unwdkHed aRer all payrrwnts hCrCLInder are unade, CONTRACTOR shall vcfitind to CITY all nionies that CJTY rnay be cwnpeHed to pay in dischailing such cKlairn, inckiding unsts tun! rcusmiable ationicys' fens. 2% Remedicy !Nceptars clhcrmisecNlii�c--,slysLite(lintidsjkgreeinem,dwdghounci remcdks o17 the PARTIES hereunder are cruniultive, and the exercise or railure it) exercise one or more. of'such rights or remcdics by either Party.sholl not preclude the exercise by it, at the smue Hme ordifflerent times, canny right orranody Or the same default oranyotlict-defi-ault. IN WITNESS NVI I MEW the PARI I ES have uwcutcd dais Landscape as ol"the da(e first written above. CITY M PUTAIMA CONTRAC"I'OR I . ............. .... ... By"..._ CNW hi'lanti-gcr Nome MHHRWM -m....._..._.._..... E ily- Clli Addrf;ss APPROVI-J) ASTO F'ORWI� city zill ty 'I uppor LD, Nunifwr Pelahm-13 riushlcs'."Fxy Cerfibcale M1111ber Wmmv SAWsmW MWAMMmu & A 10 kiwkcapc Nlailitcnance Aprcement Mcinch Nig 32 SExv ICES 33 co In 000-0o - C m Q O U N C Op m � m M m m o p 7 0 m CT w _ CT w m �,cnUO CL o(2.z m oo a t7 C cn > > -DI n C m = 7 w z � p (� D � m go N' N N O m = �m ��7 O_000(0 = 0= D cQ- n 23 o > �'_z m o-� r w w.Dii o �' 9 O o m o m �' w O O Ro z 3 fN a m o O o (n z R 5-n m CO Z m o m o Z n Dn >> O U) cn w n w m co � p o w z o> w m; o m m m m C (D N' cn -� �• a y co z D m ° m 3 CCi0. m m D m w co D cn (7 ai m a w (� s 0 o O D m m m -Zi Y cQ G7 �m m D m y n o' w o m v z z w r o � 73 w (nm m z - --iD m v, m Ro o z m Z Cf) z D O o 73 D C7 m 7 w o m 5 z m LD.m m z ` m 3 c com m m ZI z �' m m D O n cn 73 v m L i w � w T CD O ** * * 0 w C" su Q * rt * * +t * * 'a Qi Q °N L m N * * * * N W M A — N m ° r 0 v m z 0 34 6 tD x o m * * g a` * * * * * 3 6 D 34 DNumber Zone 7 Zonc, A 12 Zone A 15 Zone A 26 Zone A 27 Zone A 29 Zone A 31 Zone A 31 Zone A 32 Zone A 39 Zone A 42 Zone A 44 Zone A 3 Zone B 1.0 Zone B 11 Zone B 16 Zone B, 17 Zone 8 18 Zone B 19 Zone B 21 Zone B 37 Zone B 43 Zone B 43 Zone B 47 Zone B I Zone C 4 Zone C 5 Zone C 6 Zone, C 8 Zone C 13 Zone C 35 Zone C 45 Zone C 2 Zone D 14 Zone D 22 Zone D 24 Zone D 28 Zone D 36 Zone D 38 Zone D 40 Zone D 41 Zone D 46 Zone D Name Meadow Park Genbrook Sonoma Glen Graystone Creek Americana Liberty Farins Wisteria Woodside Village Corona Creek 11 Landsdowne 1"Umbridge Stratford Village Village Meadows St. James Park Place 5 Mountain Valley KingsMill Cader Farros Cader Forms Highlands Crane Glen Willow Glen Washington Creek Washington Creek Riparian - 43a Avila Ranch Casa Del Oro Village East Spring Meadows Shelter Hills Village Anna's Meadows Fairway Meadows Cross Creek Southgate Sycamore Heights Country Club Estates Westridge Knolls Judith Court Kingsfield We,5tVj0W EStates Stonerldge Twin Creeks McNoar Landing Riverview 35 N � Printed: 3/14/2019 � � ~� / N�� 'P2�4 4�le ��'�^^ ^�� UUUK���� ��n�� ��n n���v�n~=.."~" Landscape ������ment Districts Legend Formation Agreement Zones [=3A =1 B EMC En ^ -^` = LAD Areas ` r-- \ City Limit / — ---Cneeks&Rivens / Streets / \ ,^ ]6 | �����[�s �- ��~� � \ / LAD Number Name ~Z�e I Casa Del Oro Zone z Sycamore Heights Zone 3 Village Meadows Zone 4 Village East Zone[ S Spring Meadows Zone 6 Shelter Hills Village Zone 7 Meadow Park Zone 8 Anna's Meadows Zone[ zn St. James ZnneB zz Park Place 5 ZoneB zz G|enbmok Zone 13 Fairway Meadows Zone[ 14 Country Club Estates Zone 15 Sonoma Glen Zone 26 Mountain Valley Zone zr Kingsmill Zone ^ 18 Cade/Farms Zone ~� z9 CaderFarms Highlands Zone zz Crane Glen Zone � zz We$ridgexnnUs | Zone ` 24 Judith Court Zone 26 Grayst,ne[neek Zone 27 Americana Zone zO mngs0e|d Zone 29 Liberty Farms Zone � 31 Wisteria Zone ° 38 Woodside Village Zone 32 Corona Creek U Zone 35 Cross Creek Zone[ 36 Westview Estates Zone 37 Willow Glen Zone 38 Stoneridge Zone 39 Landsdowne Zone 40 Twin Creeks Zone 41 McNea,Landing Zone 42 Turobridge Zone 43 Washington Creek Zone 43a Washington Creek Riparian ZoneB 44 Stratford Village Zone 45 Southgate Zone 46 Riverview Zone 47 Avila Ranch Zone 48 Quarry Heights Zone Printed: 3/14/2019 � � ~� / N�� 'P2�4 4�le ��'�^^ ^�� UUUK���� ��n�� ��n n���v�n~=.."~" Landscape ������ment Districts Legend Formation Agreement Zones [=3A =1 B EMC En ^ -^` = LAD Areas ` r-- \ City Limit / — ---Cneeks&Rivens / Streets / \ ,^ ]6 EXHIBIT B INSURANCE REQUIREMENTS FOR ALL AGREEMENTS Contractor's performance of the Services under this Agreement shall not commence until Contractor shall have obtained all insurance required under this paragraph and such insurance shall have been approved by the City Attorney as to form and the Risk Manager as to carrier and sufficiency. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. Contractor shall procure and maintain for the duration of the contract all necessary insurance against claims now and in the future for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by the Contractor, the Contractor's agents, representatives, employees and subcontractors. A. Required Minimum Scope of Insurance Coverage shall be at least as broad as: MX Insurance Services Office Commercial General Liability coverage: a. Personal injury; b. Contractual liability. MX Insurance Services Office form covering Automobile Liability (any auto). ❑X Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. ❑ Professional Liability/Errors and Omissions ❑ Crime/Employee Blanket Fidelity Bond ❑ Property Insurance against all risks of loss to any tenant improvements or betterments. ❑ Pollution Liability Insurance ❑ Garage Liability ❑ Garagekeepers Insurance ❑ Technology Professional Liability Errors and Omissions Insurance (IT Consultant)/Cyber Liability ❑ Abuse or Molestation Liability Coverage B. Minimum Limits of Insurance Consultant shall maintain limits no less than: ❑ General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate liability is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit. ❑ Products/Completed Operations: $1,000,000 per occurrence/aggregate. ❑ Automobile Liability: $1,000,000 per accident for bodily injury and property damage. ❑ Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident. Bodily Injury by Disease - $1,000,000 policy limit. Bodily Injury by Disease - $1,000,000 each employee. ❑ Professional Liability/Errors and Omissions: $1,000,000 per occurrence or claim. If the policy provides coverage on a claims -made basis, the retroactive date must be shown and must be before the date of the Agreement or the beginning of the contract work. INSURANCE REQUIREMENTS (City) 37 Dec 2018 ❑ Crime/Employee Blanket Fidelity Bond - $1,000,000: Contractor, at its own cost and expense, must maintain a Crime/Employee Blanket Fidelity Bond in the amount of $1,000,000 per employee covering dishonesty, forgery, alteration, theft, disappearance, destruction (inside or outside). ❑ All Risk Property Insurance: Full replacement cost. ❑ Pollution legal liability with limits no less than $1,000,000 per occurrence or claim and $2,000,000 policy aggregate. If the policy provides coverage on a claims -made basis, the retroactive date must be shown and must be before the date of the Agreement or the beginning of the contract work. ❑ Garage Liability: $1,000,000 per occurrence. ❑ Garagekeepers Insurance: $1,000,000 per occurrence. ❑ Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant's profession and work hereunder, with limits not less than $1,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 1. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City in the care, custody, or control of the Consultant. If not covered under the Consultant's liability policy, such "property" coverage of the City may be endorsed onto the Consultant's Cyber Liability as covered property as follows: 2. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City that will be in the care, custody, or control of the Consultant. 3. The Insurance obligations under this agreement shall be the greater of 1) all the Insurance coverage and limits carried by or available to the Consultant; or 2) the minimum Insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to the City. No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the Consultant under this agreement. ❑ Abuse or Molestation Liability Coverage: $1,000,000 per occurrence; $2,000,000 aggregate. C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Policies containing any self- insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured (Contractor) or the City. INSURANCE REQUIREMENTS (City) 38 Dee 2018 City reserves the right to review any and all of the required insurance policies, declaration pages, and/or endorsements, but has no obligation to do so. City's failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or City's failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. D. Other Insurance Provisions The required general liability and automobile policies are to contain, or be endorsed to contain the following provisions: 1. Additional Insured: The City, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. 2. Primary and Non -Contributory: For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 4. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 6. Waiver of Subrogation: Consultant agrees to waive subrogation rights for commercial general liability, automobile liability and worker's compensation against City regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors or others involved in any way with the Services to do likewise. 7. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirement and/or limits shall be available to the additional insured. Furthermore, the requirement for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. 8. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Petaluma before the City of Petaluma's own insurance or self-insurance shall be called upon to protect it as a named insured. INSURANCE REQUIREMENTS (City) 39 Dec 2018 E. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than AXIL F. Verification of Coverage NOTE: The City of Petaluma is now using an online insurance program, PINS Advantage. Once you have been awarded a contract with the City of Petaluma, you will receive an e-mail from PINS Advantage/City of Petaluma requesting that you forward the e-mail to your insurance agent(s). Consultant shall furnish the City with Certificate of Insurance along with Declarations and Endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before the Services commence. INSURANCE REQUIREMENTS (City) 40 Dec 2018 LANDSCAPE MAINTENANCE AGREEMENT LANDSCAPE ASSESSMENT DISTRICT ZONE C (Title of Project) FY 19/20 Fund # 2500 Cost Center Object Code Project # Amount $24,600 For multi-year contracts or contracts with multiple accounts: FY 20/21 Fund # 2500 Cost Center Object Code Project # Amount $24,600 FY 21/22 Fund # 2500 Cost Center Object Code Project # Amount $24600 FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ THIS LANDSCAPE MAINTENANCE AGREEMENT (this "Agreement") is entered into effective as of , 20 ("Effective Date") by and between the City of Petaluma, a municipal corporation and charter City ("CITY"), and North Bay Landscape Management, Inc., a Corporation ("CONTRACTOR"). CITY and CONTRACTOR are hereinafter referred to collectively as the "PARTIES." WHEREAS, CONTRACTOR has the skills, experience and qualifications necessary to carry out the Services as hereinafter described; and WHEREAS, CITY wishes to engage CONTRACTOR to provide the Services upon the terms and conditions described herein, and CONTRACTOR wishes to provide such Services to CITY. NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the PARTIES hereby agree as follows. Scope of Work; Services. (a) CONTRACTOR shall provide the services ("Services") described in Exhibit A, entitled Specifications for Landscape Maintenance, attached hereto and incorporated herein, for Landscape Maintenance Area(s) C upon the terms and conditions herein provided. Notwithstanding the foregoing, to the extent that any provision(s) in Exhibit A conflict with any of the terms and conditions set forth in this Agreement, the terms and conditions of this Agreement shall control and take precedence over any such conflicting provision(s). (b) CONTRACTOR shall be compensated for work in addition to that described in Exhibit A only if CONTRACTOR and CITY execute a written amendment to this Agreement describing the work to be performed and the compensation to be paid for such work. 2. Schedule for Performance. (a) CONTRACTOR shall commence performance of the Services within seven (7) calendar days following the date CITY provides written notice to CONTRACTOR to proceed, and shall provide the Services in accordance with the Maintenance Task Frequency Chart included in Exhibit A. Landscape Maintenance Agreement Marcli 2019 41 (b) CONTRACTOR shall complete performance of the Services within the time period specified in the Maintenance Task Frequency Chart, with such extensions of time, if any, as may be approved in writing by CITY. (c) CONTRACTOR shall notify CITY as soon as reasonably practicable if CONTRACTOR is unable to comply with the Maintenance Task Frequency Chart or any part thereof. 3. Compensation. (a) CITY shall pay CONTRACTOR $2,050 per month for the full and timely performance of the Services. Such compensation shall be made in monthly installments following CITY's receipt of CONTRACTOR's invoice for each such installment. The written approval of the City Manager or his/her authorized designee shall be required for the payment of compensation exceeding the CITY's approved annual budget for the Services. In no event shall total compensation paid to CONTRACTOR pursuant to this Agreement exceed the sum of $24,600/annually without the prior written approval of the City Manager. (b) CONTRACTOR shall submit written invoices to CITY's designated project contact person and shall include with each invoice: (i) a narrative describing the Services completed during the period covered by the invoice; (ii) a revised schedule for performance, if applicable; (iii) copies of receipts for any supplies or materials for which CONTRACTOR is requesting reimbursement, provided such reimbursement has been pre - authorized in writing by CITY; and (iv) any additional documentation requested by CITY. (c) CITY's obligation to pay compensation to CONTRACTOR as provided herein is contingent upon CONTRACTOR's performance of the Services pursuant to the terms and conditions hereof. 4. Prevailing Wates. (a) Pursuant to California Labor Code Section 1771, CONTRACTOR and any subcontractor shall pay all workers employed in execution of the WORK in accordance with the general rate of per diem wages specified for each craft, classification, or type of worker needed to execute the WORK. Copies of the prevailing rates of per diem wages are on file at the City Clerk's office, and shall be made available to any interested party on request. (b) CONTRACTOR is required to pay all applicable penalties and back wages in the event of violation of prevailing wage law, and CONTRACTOR and any subcontractors shall fully comply with California Labor Code Section 1775, which is incorporated by this reference as though fully set forth herein. (c) CONTRACTOR and any subcontractor shall maintain and make available for inspection payroll records as required by California Labor Code Section 1776, which is incorporated by this reference as through fully set forth herein. CONTRACTOR is responsible for ensuring compliance with this section. (d) CONTRACTOR and any subcontractor shall fully comply with California Labor Code Section 1777.5, concerning apprentices, which is incorporated by this reference 2 Landscape Maintenance Agreement March 2019 42 as though fully set forth herein. CONTRACTOR is responsible for ensuring compliance with this section. (e) In accordance with California Labor Code Section 1810, eight (8) hours of labor in performance of the WORK shall constitute a legal day's work under this Agreement. CONTRACTOR and any subcontractor shall pay workers overtime pay as required by California Labe Code Section 1815. CONTRACTOR and any subcontractor shall, as a penalty to the CITY, forfeit twenty-five ($25.00) for each worker employed in the execution of the contract by the respective CONTRACTOR or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Article 3 of Chapter 1 of Part 7, Division 2 of the California Labor Code, which is incorporated by this reference as though fully set forth herein. 5. Term; Termination. The term of this Agreement commences on the Effective Date and terminates on June 30, 2022, with options for two (2) 1 -year extensions, if done in writing within 60 days of contract end date, by mutual agreement. CITY may terminate this Agreement without cause upon thirty (30) days' written notice, in which case, CONTRACTOR shall be entitled to payment for all Services performed to the date of termination to the extent such Services were performed to the satisfaction of CITY in accordance with the terms and conditions hereof. 6. Termination for Cause. CITY may terminate or suspend this Agreement immediately for cause. Cause for immediate termination or suspension shall include, but not be limited to, any breach of this Agreement by CONTRACTOR, including without limitation, a breach of any of CONTRACTOR's covenants, representations or warranties provided hereunder. Upon receipt of notice of termination or suspension for cause, CONTRACTOR shall immediately stop all work in progress under this Agreement. Without limiting the generality of the foregoing, CITY may terminate this Agreement if CONTRACTOR fails to perform the Services within the time specified or any written extension thereof. If CITY terminates this Agreement for cause, CITY may purchase or otherwise secure services, and CONTRACTOR shall be liable to CITY for any excess cost occasioned by CITY thereby. 7. Business Tax Certificate; Licenses and Permits. (a) CONTRACTOR represents, warrants and covenants that throughout the term of this Agreement CONTRACTOR shall: (i) keep on file with the CITY Finance Department a current W-9 form available from the IRS website (www.irs.f4ov); (ii) maintain a valid Petaluma business tax certificate; and (iii) pay all applicable business taxes. (b) CONTRACTOR represents, warrants and covenants that, as of the Effective Date CONTRACTOR possesses, and throughout the term of this Agreement CONTRACTOR shall maintain, at CONTRACTORS sole cost and expense, possession of, all licenses, permits, qualifications and approvals, which are legally required for CONTRACTOR to practice its profession and to perform the Services. Without limiting the generality of the foregoing, CONTRACTOR represents and warrants that it possesses, and throughout the term of this Agreement 3 Landscape Maintenance Agreement March 2019 43 CONTRACTOR shall maintain, all licenses, permits and qualifications necessary for the application of any pesticides or herbicides required to be applied pursuant to this Agreement. CONTRACTOR shall be liable for all damages and shall indemnify and save CITY harmless from and against all damages and liability which may arise out of failure of CONTRACTOR to secure and pay for all necessary licenses or permits or to comply fully with any and all applicable laws, regulations and ordinances. (c) CONTRACTOR acknowledges that CITY has relied upon the foregoing representations as a material inducement to CITY's execution of this Agreement. 8. Facilities and Equipment. CONTRACTOR shall, at its sole cost and expense, furnish all supplies and equipment necessary to the provision of the Services. No supplies or equipment shall be furnished by CITY, nor shall CITY reimburse CONTRACTOR for any supplies or equipment unless CITY has agreed in writing to do so. 9. Standards of Performance. (a) CONTRACTOR shall perform all Services 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 CONTRACTOR's profession. (b) CONTRACTOR shall devote such time to the performance of the Services as may be reasonably necessary for satisfactory performance of CONTRACTOR's obligations hereunder. (c) CONTRACTOR shall not employ for the Services to be performed hereunder any person unfit for, or unskilled in the work assigned to him or her. (d) The safety of all persons employed by CONTRACTOR and its subcontractors on CITY property or elsewhere shall be the sole responsibility of CONTRACTOR. CONTRACTOR shall take all reasonable precautions to protect the health and safety of employees and members of the public and to minimize danger from all hazards to life and property. Without limiting the generality of the foregoing, CONTRACTOR shall provide all appropriate safeguards and warnings necessary to protect workers and others against any condition on the property upon which Services are to be provided which could be dangerous and to prevent accidents of any kind. (e) CONTRACTOR shall comply with all local, state and federal health, safety and fire protection regulations and requirements (including reporting requirements). If CONTRACTOR fails to comply with any such regulations or requirements, CITY may, without prejudice to any other legal or contractual rights of CITY, issue an order stopping all or any part of the work, and may at CITY's discretion thereafter issue a start order for the resumption of the Services. CONTRACTOR shall make no claim for extension of time or for compensation or damages by reason of or in connection with such work stoppage. 10. Inspection. CONTRACTOR shall provide the CITY reasonable opportunity to ascertain that CONTRACTOR is providing the Services in accordance with the requirements of this Agreement and to the satisfaction of CITY. All work done and materials furnished, if any, shall be subject to inspection and approval by the CITY. The inspection of such work shall not relieve CONTRACTOR of any of its obligations to fulfill the requirements of this Agreement. The Services, materials and supplies furnished by CONTRACTOR hereunder 4 Landscape Maintenance Agreement March 2019 44 shall be exactly as specified in this Agreement, free from all defects in CONTRACTOR's performance, workmanship and materials. If, prior to final acceptance, any Services and any materials and supplies furnished hereunder are found to be incomplete, or not as specified, CITY may reject them, require CONTRACTOR to correct them without charge, or require delivery of such materials, supplies, or services at a reduction in price which is equitable under the circumstances. If CONTRACTOR is unable or refuses to correct such items within a time deemed reasonable by CITY, CITY may terminate this Agreement in whole or in part. 11. Independent Contractor; Contractor Not an Agent of Citv. CONTRACTOR acknowledges that CONTRACTOR and its employees and agents shall provide Services as independent CONTRACTORS, and not an agents or employees of the CITY. CONTRACTOR further acknowledges that CONTRACTOR is solely responsible for the acts and omissions of CONTRACTOR and its agents and employees, and nothing in this Agreement shall in any way be construed to constitute the CONTRACTOR, or any of its agents or employees, as an agent, employee or representative of the CITY. CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent or to bind CITY to any obligation whatsoever. 12. Conflict of Interest. CONTRACTOR represents and warrants that it presently has no interest, and covenants that it shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services hereunder. CONTRACTOR further covenants that, in the performance of this Agreement, CONTRACTOR will not employ any subcontractor or person having such an interest. CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of the CITY. If CONTRACTOR believes that there is a conflict, or such conflict arises during the term of this Agreement or any extension, CONTRACTOR shall immediately advise the CITY and the CITY may, at its sole discretion, immediately terminate this Agreement. 13. Assignment. CONTRACTOR may not assignor transfer this Agreement in whole or in part, by operation of law or otherwise without the prior written consent of the CITY. Any attempted or purported assignment of any right or obligation hereunder absent such consent shall be void and of no effect. 14. Delegation and Subcontracting without CITY Consent Prohibited. CONTRACTOR shall directly perform all Services, and shall not subcontract for the provision of any part thereof without the prior written approval of CITY. Any such approved subcontractors shall be required to comply, to the extent applicable, with the terms and conditions of this Agreement and all of the obligations and duties imposed upon the CONTRACTOR hereunder. All subcontractors shall be required to procure and maintain insurance coverage as required herein and which shall name CITY as an additional insured. 15. Compliance with Laws. CONTRACTOR shall fully comply with all applicable local, state and federal rules, laws, regulations and ordinances governing the performance of the Services. CONTRACTOR further agrees that if any governmental agency or entity other than CITY provides compensation for any Services, CONTRACTOR shall comply with all rules and regulations applicable to such fiscal assistance. 5 Landscape Maintenance Agreement March 2019 45 16. Nondiscrimination. During the performance of this Agreement, CONTRACTOR shall not discriminate against any employee or applicant for employment on the basis of race, religion, creed, color, national origin, sex, age or other basis prohibited by state, federal or local law, rule or regulation. 17. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the PARTIES at their respective addresses specified below or to such other address as a PARTY may designate by written notice delivered to the other PARTY in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; or (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first-class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. CITY: City Clerk City of Petaluma P.O. Box 61 Petaluma, California 94953 Telephone: (707) 778-4360 Facsimile: (707) 778-4554 CONTRACTOR: North Bay Landscape Management, Inc. 444 Payran Street Petaluma, CA 94953 Attention: Jeff Pottorff Telephone: (707) 762-3850 Facsimile: (707) 762-6118 18. Indemnification. CONTRACTOR shall indemnify, defend with counsel acceptable to the CITY, and hold harmless (to the full extent permitted by law) the CITY and its officers, officials, employees, agents and volunteers fiom and against all claims, damages, losses and expenses (including attorney's fees and costs and fees of litigation) arising out of or in connection with CONTRACTOR's performance of the Services described herein, caused in whole or in part by any act or omission of CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be 6 Landscape Maintenance Agreement March 2019 46 liable, except where caused by the active negligence, sole negligence, or willful misconduct of the CITY. Landscape Maintenance Agreement March 2019 47 19. Insurance. Contractor shall comply with the "Insurance Requirements for Contractors" in Exhibit B, attached hereto and incorporated herein by reference. City reserves the right to review any and all of the required insurance policies and/or endorsements, but has no obligation to do so. City's failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or City's failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. 20. Amendment; Waiver. This Agreement may be amended only by a written instrument executed by both PARTIES. Neither the CITY's failure to enforce, in whole or in part, any right, remedy or privilege hereunder, nor the CITY'S delay in the exercise of any such right, remedy or privilege shall operate as a waiver thereof, nor shall any such failure or delay operate as a waiver of any similar provision. No waiver in any particular instance shall operate as a continuing waiver, and no waiver of any provision hereof, shall be binding unless it is executed in writing by the Party making the waiver. 21. Disputes. The PARTIES agree to make a good faith attempt to resolve any dispute arising out of this Agreement through mediation prior to commencing litigation. The PARTIES shall mutually agree upon the mediator and shall divide the costs of mediation equally. 22. Entire Agreement. This Agreement, together with Exhibit A which is incorporated herein by this reference, constitutes the entire agreement between the PARTIES with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the PARTIES with respect to the subject matter hereof. 23. Construction; Headings; Severabilitv. The PARTIES acknowledge that this Agreement is the product of negotiation and compromise on the part of both PARTIES, and the PARTIES agree, that since both PARTIES have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the PARTIES, but rather according to its fair meaning as a whole, as if both PARTIES had prepared it. The section headings used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions hereof. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable shall remain in full force and effect to the extent not held invalid or unenforceable. 24. Governing Law. This Agreement shall be enforced and interpreted in accordance with the substantive law of the State of California excluding principles of conflict of laws. Any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in the County of Sonoma. 25. No Third -Party Beneficiaries. The PARTIES do not intend to create, and nothing contained in this Agreement shall be construed to create any benefit or right in any third party. Landscape Maintenance Agreement March 2019 48 26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which, taken together, shall be deemed to be one and the same agreement. 27. Contractor's Books and Records. (a) CONTRACTOR shall maintain any and all ledgers, books of accounts, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to the CITY for a minimum 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. (b) CONTRACTOR shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years or for any longer period required by law, from the date of termination or completion of this Agreement. (c) Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Finance Director, or a designated representative of these officers. Copies of such documents shall be provided to the CITY for inspection at Petaluma City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at CONTRACTOR's address indicated for receipt of notices in this Agreement. (d) Where CITY has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of CONTRACTOR's business, CITY may, by written request by any of the above-named officers, require that custody of the records be given to the CITY and that the records and documents be maintained in Petaluma City Hall. Access to such records and documents shall be granted to any Party authorized by CONTRACTOR, CONTRACTOR's representatives, or CONTRACTOR's successor in interest. 28. Work Performed by Subcontractors; Suppliers. (a) CONTRACTOR agrees that at any time upon request of CITY, CONTRACTOR will submit a sworn statement setting forth the work performed or material furnished by subcontractors, suppliers and materialmen, and the amount due and to become due to each, and that before the final payment is made to CONTRACTOR hereunder, CONTRACTOR will if requested, submit to CITY a complete set of vouchers showing what payments have been made for materials and labor used in connection with the provision of Services hereunder. CONTRACTOR shall: (i) Indemnify and hold harmless CITY from all claims, demands, causes of action or suits, of whatever nature, arising out of the services, labor and materials furnished by CONTRACTOR or its subcontractors under this Agreement, and from all laborers', materialmen's and mechanics' liens upon the real property upon which the work is located; and (ii) Promptly notify CITY in writing, of any claims, demands, causes of action or suits brought to its attention. CONTRACTOR shall forward with such notification copies of all pertinent papers received by CONTRACTOR with 9 Landscape Maintenance Agreement March 2019 49 rCSpCct to ony such Claims, denrandS, CaUSCS OJ'ZIC6011 Or ';Llitq, and at the reqUi2st Of CJTY, Shall CIO all lhings and oxcc'ute and deliver all appropriate documents and assigntrivis in fervor ofcay or al (mi-RACUTUs rights mW clairns mising hum such asserted cArims as will miable CITY to protect W hito-ost by HiWatimi or wherwise. The 1-inal jiayincrif hercunder shall not he made uracil CX)NTRACITMI ifrequired, has delivered to (J'I'Vaconiplete rota se orau clainis arkinfl 0111 of Hris-AWwrient, or receipts in 1,011 in licit theroofas (]TY may ivquhv, an(] il'i-C(ILlired in cither case,tree affidavit that ars f- a ras CONTR AC" FOR has knowledge or i n farrnwi oil, the recci pts include all the labor anti matcHals supphed in connection xvitb this Agreement. Wally subconuackw rehises to supply release or ivccqpt W .It. CONTRAMOR may Wish a bond WsEaetoryto CITY to indernnif.y C.TrY against anySLIC11 ckairms. If any ckhn remkins unsmisfied mlIer will payinents hereunder arc. 11_1d to ('frl'�' made, CONTRACTOR shall refL a111 monies that ('J'J'y firiay be conipellet! (v pay in discharging such cloW indudWg costs and reasonable attorneys, lees. 29. Remedies. ExcqX as otherwise expressly staled in this Agreement, the rightsand rernedies or 1he PART11-,,S hereunder are curni.dative, mid the exu6sc ot- I'ailure to cxcrcisc one or more of'such rights or remedics by dither Pany shall riot preclude (lie exercise by it, at the some Orne ordifferent times, of any tight or rwriedy Wrtfiesaine default or imy other deatult. IN WITNESS W11FREOV, the PAIMES havc execidmi this Landscape Mainterianco, Agreeniclit as of the chile That written above. (ITY (M? PETALUMA (TY Manager ATTEST City Clulk APPROM) AS 11) FORIA: City Attorney CONJRAC"'FOR 13,, . . Name Stalet. Axpejer M Ninnher Onwlrl -Business CcrtiricatQ. Number AW nmw SMU" W & ( y=wKmUADQAWumwwUAwC L€111&scapc Agra -flICT11 bwh am 9 50 51 Exhibit A Freauencv Chart fo Landscape Assessment Districts (LAD) January February March April May June July August September October November December IRRIGATION Annual System Check General System Check & Maintenance WEEDS Monitor for control FERTILIZATION Fertilization -Planted Areas Fertilization - Turf Areas LITTER & LEAF REMOVAL Hard Surface Areas (Litter Only) Planted & Mulched Areas Areas (Litter Only) 0 Leaf Removal TREE MAINTENANCE iTree Purring for pedestrian and street heights SHRUB MAINTENANCE Size Control Pruning & Shaping GROUNDCOVER MAINTENANCE Edging Pruning or Mowing PERENNIAL AND TALL GRASS MAINTENANCE Dead Heading -Shaping Cut Back 2/3 Size TURF (when present) MAINTENANCE Mowing (Per height requirments, see specs.) Edging (Once Per Month) Aeration Reseeding SHARD SURFACES MAINTENANCE Extra Work - as Requested MULCH REPLACEMENT Extra Work - as Requested �* See Technical Specifications for Details * * * * * * * * * * * * * * * * * * * N * * * * * * * * * * N Nag= Zone 7 ?one A 12 Zone A 15 Zone A 26 Zone A 27 Zone A 29 Zone A 31 Zone A 33 Zone A 32 one A 39 Zone A 42 Zone A 44 Zone A 3 Zone 8 10 Zone B 11 Zone B 16 Zone B 17 Zone B 18 Zone B 19 Zone B 21 Zone, B 37 Zone B 43 Zone B 43 Zone B 47 Zone B I Zone C 4 Zone C 5 Zone C 6 Zone C 8 Zone C 13 Zone C 35 Zone C 45 Zone C 2 Zone D 14 Zone D 22 Zone 0 24 Zone D 28 Zone 1) 36 Zone D 38 Zone D 40 Zone D 41 ?one D 46 Zone D Name Meadow Park Glenbrook Sonorna Glen Graystone Creek Ameriuma, I ibertV Farms Wisteria Woodside Village Corona Creek 11 Landsdowne Turnbridge Stratford Village Village Meadows St. James Park Place 5 Mountain Valley Kingsmill Cader Farms Cader Farms Highlands Crane Glen Willow Glen Washington Creek Washington Creek Riparian - 43a Avila Ranch Casa Del Oro Village East Spring Meadows Shelter Hills Village Anna's Meadows Fairway Meadows Cross Creek Southgate Sycamore Heights Country Club Estates Westridge Knolls Judith Court Kingsfield westview Estates Stoneridge Twin Creeks McNear Landing Riverview 53 N � Printed: 3/14/2019 � � ~� / N�� 'P2�4 4�le ��'�^^ ^�� UUUK���� ��n�� ��n n���v�n~=.."~" Landscape ������ment Districts Legend Formation Agreement Zones [=3A =1 B EMC En ^ -^` = LAD Areas ` r-- \ City Limit / — ---Cneeks&Rivens / Streets / \ ,^ �^ � | �����[�s �- ��~� � \ / LAD Number Name ~Z�e I Casa Del Oro Zone z Sycamore Heights Zone 3 Village Meadows Zone 4 Village East Zone[ S Spring Meadows Zone 6 Shelter Hills Village Zone 7 Meadow Park Zone 8 Anna's Meadows Zone[ zn St. James ZnneB zz Park Place 5 ZoneB zz G|enbmok Zone 13 Fairway Meadows Zone[ 14 Country Club Estates Zone 15 Sonoma Glen Zone 26 Mountain Valley Zone zr Kingsmill Zone ^ 18 Cade/Farms Zone ~� z9 CaderFarms Highlands Zone zz Crane Glen Zone � zz We$ridgexnnUs | Zone ` 24 Judith Court Zone 26 Grayst,ne[neek Zone 27 Americana Zone zO mngs0e|d Zone 29 Liberty Farms Zone � 31 Wisteria Zone ° 38 Woodside Village Zone 32 Corona Creek U Zone 35 Cross Creek Zone[ 36 Westview Estates Zone 37 Willow Glen Zone 38 Stoneridge Zone 39 Landsdowne Zone 40 Twin Creeks Zone 41 McNea,Landing Zone 42 Turobridge Zone 43 Washington Creek Zone 43a Washington Creek Riparian ZoneB 44 Stratford Village Zone 45 Southgate Zone 46 Riverview Zone 47 Avila Ranch Zone 48 Quarry Heights Zone Printed: 3/14/2019 � � ~� / N�� 'P2�4 4�le ��'�^^ ^�� UUUK���� ��n�� ��n n���v�n~=.."~" Landscape ������ment Districts Legend Formation Agreement Zones [=3A =1 B EMC En ^ -^` = LAD Areas ` r-- \ City Limit / — ---Cneeks&Rivens / Streets / \ ,^ �^ � EXHIBIT B INSURANCE REQUIREMENTS FOR ALL AGREEMENTS Contractor's performance of the Services under this Agreement shall not commence until Contractor shall have obtained all insurance required under this paragraph and such insurance shall have been approved by the City Attorney as to form and the Risk Manager as to carrier and sufficiency. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. Contractor shall procure and maintain for the duration of the contract all necessary insurance against claims now and in the future for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by the Contractor, the Contractor's agents, representatives, employees and subcontractors. A. Required Minimum Scope of Insurance Coverage shall be at least as broad as: X❑ Insurance Services Office Commercial General Liability coverage: a. Personal injury; b. Contractual liability. X❑ Insurance Services Office form covering Automobile Liability (any auto). X❑ Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. ❑ Professional Liability/Errors and Omissions ❑ Crime/Employee Blanket Fidelity Bond ❑ Property Insurance against all risks of loss to any tenant improvements or betterments. ❑ Pollution Liability Insurance ❑ Garage Liability ❑ Garagekeepers Insurance ❑ Technology Professional Liability Errors and Omissions Insurance (IT Consultant)/Cyber Liability ❑ Abuse or Molestation Liability Coverage B. Minimum Limits of Insurance Consultant shall maintain limits no less than: ❑ General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate liability is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit. ❑ Products/Completed Operations: $1,000,000 per occurrence/aggregate. ❑ Automobile Liability: $1,000,000 per accident for bodily injury and property damage. ❑ Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident. Bodily Injury by Disease - $1,000,000 policy limit. Bodily Injury by Disease - $1,000,000 each employee. ❑ Professional Liability/Errors and Omissions: $1,000,000 per occurrence or claim. If the policy provides coverage on a claims -made basis, the retroactive date must be shown and must be before the date of the Agreement or the beginning of the contract work. INSURANCE REQUIREMENTS (City) 55 Dec 2018 ❑ Crime/Employee Blanket Fidelity Bond - $1,000,000: Contractor, at its own cost and expense, must maintain a Crime/Employee Blanket Fidelity Bond in the amount of $1,000,000 per employee covering dishonesty, forgery, alteration, theft, disappearance, destruction (inside or outside). ❑ All Risk Property Insurance: Full replacement cost. ❑ Pollution legal liability with limits no less than $1,000,000 per occurrence or claim and $2,000,000 policy aggregate. If the policy provides coverage on a claims -made basis, the retroactive date must be shown and must be before the date of the Agreement or the beginning of the contract work. ❑ Garage Liability: $1,000,000 per occurrence. ❑ Garagekeepers Insurance: $1,000,000 per occurrence. ❑ Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant's profession and work hereunder, with limits not less than $1,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 1. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City in the care, custody, or control of the Consultant. If not covered under the Consultant's liability policy, such "property" coverage of the City may be endorsed onto the Consultant's Cyber Liability as covered property as follows: 2. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City that will be in the care, custody, or control of the Consultant. 3. The Insurance obligations under this agreement shall be the greater of 1) all the Insurance coverage and limits carried by or available to the Consultant; or 2) the minimum Insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to the City. No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the Consultant under this agreement. ❑ Abuse or Molestation Liability Coverage: $1,000,000 per occurrence; $2,000,000 aggregate. C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Policies containing any self- insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured (Contractor) or the City. INSURANCE REQUIREMENTS (City) 56 Dec 2018 City reserves the right to review any and all of the required insurance policies, declaration pages, and/or endorsements, but has no obligation to do so. City's failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or City's failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. D. Other Insurance Provisions The required general liability and automobile policies are to contain, or be endorsed to contain the following provisions: 1. Additional Insured: The City, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. 2. Primary and Non -Contributory: For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 4. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 6. Waiver of Subrogation: Consultant agrees to waive subrogation rights for commercial general liability, automobile liability and worker's compensation against City regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors or others involved in any way with the Services to do likewise. 7. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirement and/or limits shall be available to the additional insured. Furthermore, the requirement for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. 8. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Petaluma before the City of Petaluma's own insurance or self-insurance shall be called upon to protect it as a named insured. INSURANCE REQUIREMENTS (City) 57 Dec 2018 E. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than AXII. F. Verification of Coverage NOTE: The City of Petaluma is now using an online insurance program, PINS Advantage. Once you have been awarded a contract with the City of Petaluma, you will receive an e-mail from PINS Advantage/City of Petaluma requesting that you forward the e-mail to your insurance agent(s). Consultant shall furnish the City with Certificate of Insurance along with Declarations and Endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before the Services commence. INSURANCE REQUIREMENTS (City) 58 Dec 2019 LANDSCAPE MAINTENANCE AGREEMENT LANDSCAPE ASSESSMENT DISTRICT ZONE D (Title of Project) FY 19/20 Fund # 2510 Cost Center Object Code Project # Amount $27,000 For multi-year contracts or contracts with multiple accounts: FY 20/21 Fund # 2510 Cost Center Object Code Project # Amount $27,000 FY 21/22 Fund # 2510 Cost Center Object Code Project # Amount $27,000 FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ THIS LANDSCAPE MAINTENANCE AGREEMENT (this "Agreement") is entered into effective as of 20 ("Effective Date") by and between the City of Petaluma, a municipal corporation and charter City ("CITY"), and North Bay Landscape Management, Inc., a Corporation ("CONTRACTOR"). CITY and CONTRACTOR are hereinafter referred to collectively as the "PARTIES." WHEREAS, CONTRACTOR has the skills, experience and qualifications necessary to cavy out the Services as hereinafter described; and WHEREAS, CITY wishes to engage CONTRACTOR to provide the Services upon the terms and conditions described herein, and CONTRACTOR wishes to provide such Services to CITY. NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the PARTIES hereby agree as follows. Scope of Work; Services. (a) CONTRACTOR shall provide the services ("Services") described in Exhibit A, entitled Specifications for Landscape Maintenance, attached hereto and incorporated herein, for Landscape Maintenance Area(s) D upon the terms and conditions herein provided. Notwithstanding the foregoing, to the extent that any provision(s) in Exhibit A conflict with any of the terms and conditions set forth in this Agreement, the terms and conditions of this Agreement shall control and take precedence over any such conflicting provision(s). (b) CONTRACTOR shall be compensated for work in addition to that described in Exhibit A only if CONTRACTOR and CITY execute a written amendment to this Agreement describing the work to be performed and the compensation to be paid for such work. 2. Schedule for Performance. (a) CONTRACTOR shall commence performance of the Services within seven (7) calendar days following the date CITY provides written notice to CONTRACTOR to proceed, and shall provide the Services in accordance with the Maintenance Task Frequency Chart included in Exhibit A. Landscape Maintenance Agreement March 2019 59 (b) CONTRACTOR shall complete performance of the Services within the time period specified in the Maintenance Task Frequency Chart, with such extensions of time, if any, as may be approved in writing by CITY. (c) CONTRACTOR shall notify CITY as soon as reasonably practicable if CONTRACTOR is unable to comply with the Maintenance Task Frequency Chart or any part thereof. 3. Compensation. (a) CITY shall pay CONTRACTOR $2,250 per month for the full and timely performance of the Services. Such compensation shall be made in monthly installments following CITY's receipt of CONTRACTOR's invoice for each such installment. The written approval of the City Manager or his/her authorized designee shall be required for the payment of compensation exceeding the CITY's approved annual budget for the S ervices. In no event shall total compensation paid to CONTRACTOR pursuant to this Agreement exceed the sum of $27,000/annually without the prior written approval of the City Manager. (b) CONTRACTOR shall submit written invoices to CITY's designated project contact person and shall include with each invoice: (i) a narrative describing the Services completed during the period covered by the invoice; (ii) a revised schedule for performance, if applicable; (iii) copies of receipts for any supplies or materials for which CONTRACTOR is requesting reimbursement, provided such reimbursement has been pre - authorized in writing by CITY; and (iv) any additional documentation requested by CITY. (c) CITY's obligation to pay compensation to CONTRACTOR as provided herein is contingent upon CONTRACTOR's performance of the Services pursuant to the terms and conditions hereof. 4. PrevailinLy Wates. (a) Pursuant to California Labor Code Section 1771, CONTRACTOR and any subcontractor shall pay all workers employed in execution of the WORK in accordance with the general rate of per diem wages specified for each craft, classification, or type of worker needed to execute the WORK. Copies of the prevailing rates of per diem wages are on file at the City Clerk's office, and shall be made available to any interested party on request. (b) CONTRACTOR is required to pay all applicable penalties and back wages in the event of violation of prevailing wage law, and CONTRACTOR and any subcontractors shall fully comply with California Labor Code Section 1775, which is incorporated by this reference as though fully set forth herein. (c) CONTRACTOR and any subcontractor shall maintain and make available for inspection payroll records as required by California Labor Code Section 1776, which is incorporated by this reference as through fully set forth herein. CONTRACTOR is responsible for ensuring compliance with this section. (d) CONTRACTOR and any subcontractor shall fully comply with California Labor Code Section 1777.5, concerning apprentices, which is incorporated by this reference Landscape Maintenance Agreement March 2019 60 as though fully set forth herein. CONTRACTOR is responsible for ensuring compliance with this section. (e) In accordance with California Labor Code Section 1810, eight (8) hours of labor in performance of the WORK shall constitute a legal day's work under this Agreement. CONTRACTOR and any subcontractor shall pay workers overtime pay as required by California Labe Code Section 1815. CONTRACTOR and any subcontractor shall, as a penalty to the CITY, forfeit twenty-five ($25.00) for each worker employed in the execution of the contract by the respective CONTRACTOR or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Article 3 of Chapter 1 of Part 7, Division 2 of the California Labor Code, which is incorporated by this reference as though fully set forth herein. 5. Term; Termination. The term of this Agreement commences on the Effective Date and terminates on June 30, 2022, with options for two (2) 1 -year extensions, if done in writing within 60 days of contract end date, by mutual agreement. CITY may terminate this Agreement without cause upon thirty (30) days' written notice, in which case, CONTRACTOR shall be entitled to payment for all Services performed to the date of termination to the extent such Services were performed to the satisfaction of CITY in accordance with the terms and conditions hereof. 6. Termination for Cause. CITY may terminate or suspend this Agreement immediately for cause. Cause for immediate termination or suspension shall include, but not be limited to, any breach of this Agreement by CONTRACTOR, including without limitation, a breach of any of CONTRACTOR's covenants, representations or warranties provided hereunder. Upon receipt of notice of termination or suspension for cause, CONTRACTOR shall immediately stop all work in progress under this Agreement. Without limiting the generality of the foregoing, CITY may terminate this Agreement if CONTRACTOR fails to perform the Services within the time specified or any written extension thereof. If CITY terminates this Agreement for cause, CITY may purchase or otherwise secure services, and CONTRACTOR shall be liable to CITY for any excess cost occasioned by CITY thereby. 7. Business Tax Certificate; Licenses and Permits. (a) CONTRACTOR represents, warrants and covenants that throughout the term of this Agreement CONTRACTOR shall: (i) keep on file with the CITY Finance Department a current W-9 form available from the IRS website (www.irs.2ov); (ii) maintain a valid Petaluma business tax certificate; and (iii) pay all applicable business taxes. (b) CONTRACTOR represents, warrants and covenants that, as of the Effective Date CONTRACTOR possesses, and throughout the term of this Agreement CONTRACTOR shall maintain, at CONTRACTORS sole cost and expense, possession of, all licenses, permits, qualifications and approvals, which are legally required for CONTRACTOR to practice its profession and to perform the Services. Without limiting the generality of the foregoing, CONTRACTOR represents and warrants that it possesses, and throughout the term of this Agreement 3 Landscape Maintenance Agreement March 2019 61 CONTRACTOR shall maintain, all licenses, permits and qualifications necessary for the application of any pesticides or herbicides required to be applied pursuant to this Agreement. CONTRACTOR shall be liable for all damages and shall indemnify and save CITY harmless from and against all damages and liability which may arise out of failure of CONTRACTOR to secure and pay for all necessary licenses or permits or to comply fully with any and all applicable laws, regulations and ordinances. (c) CONTRACTOR acknowledges that CITY has relied upon the foregoing representations as a material inducement to CITY's execution of this Agreement. 8. Facilities and Equipment. CONTRACTOR shall, at its sole cost and expense, furnish all supplies and equipment necessary to the provision of the Services. No supplies or equipment shall be furnished by CITY, nor shall CITY reimburse CONTRACTOR for any supplies or equipment unless CITY has agreed in writing to do so. 9. Standards of Performance. (a) CONTRACTOR shall perform all Services 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 CONTRACTOR's profession. (b) CONTRACTOR shall devote such time to the performance of the Services as may be reasonably necessary for satisfactory performance of CONTRACTOR's obligations hereunder. (c) CONTRACTOR shall not employ for the Services to be performed hereunder any person unfit for, or unskilled in the work assigned to him or her. (d) The safety of all persons employed by CONTRACTOR and its subcontractors on CITY property or elsewhere shall be the sole responsibility of CONTRACTOR. CONTRACTOR shall take all reasonable precautions to protect the health and safety of employees and members of the public and to minimize danger from all hazards to life and property. Without limiting the generality of the foregoing, CONTRACTOR shall provide all appropriate safeguards and warnings necessary to protect workers and others against any condition on the property upon which Services are to be provided which could be dangerous and to prevent accidents of any kind. (e) CONTRACTOR shall comply with all local, state and federal health, safety and fire protection regulations and requirements (including reporting requirements). If CONTRACTOR fails to comply with any such regulations or requirements, CITY may, without prejudice to any other legal or contractual rights of CITY, issue an order stopping all or any part of the work, and may at CITY's discretion thereafter issue a start order for the resumption of the Services. CONTRACTOR shall make no claim for extension of time or for compensation or damages by reason of or in connection with such work stoppage. 10. Inspection. CONTRACTOR shall provide the CITY reasonable opportunity to ascertain that CONTRACTOR is providing the Services in accordance with the requirements of this Agreement and to the satisfaction of CITY. All work done and materials furnished, if any, shall be subject to inspection and approval by the CITY. The inspection of such work shall not relieve CONTRACTOR of any of its obligations to fulfill the requirements of this Agreement. The Services, materials and supplies furnished by CONTRACTOR hereunder 4 Landscape Maintenance Agreement March 2019 62 shall be exactly as specified in this Agreement, free from all defects in CONTRACTOR's performance, workmanship and materials. If, prior to final acceptance, any Services and any materials and supplies furnished hereunder are found to be incomplete, or not as specified, CITY may reject them, require CONTRACTOR to correct them without charge, or require delivery of such materials, supplies, or services at a reduction in price which is equitable under the circumstances. If CONTRACTOR is unable or refuses to correct such items within a time deemed reasonable by CITY, CITY may terminate this Agreement in whole or in part. 11. Independent Contractor. Contractor Not an Agent of City. CONTRACTOR acknowledges that CONTRACTOR and its employees and agents shall provide Services as independent CONTRACTORS, and not an agents or employees of the CITY. CONTRACTOR further acknowledges that CONTRACTOR is solely responsible for the acts and omissions of CONTRACTOR and its agents and employees, and nothing in this Agreement shall in any way be construed to constitute the CONTRACTOR, or any of its agents or employees, as an agent, employee or representative of the CITY. CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent or to bind CITY to any obligation whatsoever. 12. Conflict of Interest. CONTRACTOR represents and warrants that it presently has no interest, and covenants that it shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services hereunder. CONTRACTOR further covenants that, in the performance of this Agreement, CONTRACTOR will not employ any subcontractor or person having such an interest. CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of the CITY. If CONTRACTOR believes that there is a conflict, or such conflict arises during the term of this Agreement or any extension, CONTRACTOR shall immediately advise the CITY and the CITY may, at its sole discretion, immediately terminate this Agreement. 13. Assignment. CONTRACTOR may not assignor transfer this Agreement in whole or in part, by operation of law or otherwise without the prior written consent of the CITY. Any attempted or purported assignment of any right or obligation hereunder absent such consent shall be void and of no effect. 14. Delegation and Subcontracting without CITY Consent Prohibited. CONTRACTOR shall directly perform all Services, and shall not subcontract for the provision of any part thereof without the prior written approval of CITY. Any such approved subcontractors shall be required to comply, to the extent applicable, with the terms and conditions of this Agreement and all of the obligations and duties imposed upon the CONTRACTOR hereunder. All subcontractors shall be required to procure and maintain insurance coverage as required herein and which shall name CITY as an additional insured. 15. Compliance with Laws. CONTRACTOR shall fully comply with all applicable local, state and federal rules, laws, regulations and ordinances governing the performance of the Services. CONTRACTOR further agrees that if any governmental agency or entity other than CITY provides compensation for any Services, CONTRACTOR shall comply with all rules and regulations applicable to such fiscal assistance. 5 Landscape Maintenance Agreement March 2019 63 16. Nondiscrimination. During the performance of this Agreement, CONTRACTOR shall not discriminate against any employee or applicant for employment on the basis of race, religion, creed, color, national origin, sex, age or other basis prohibited by state, federal or local law, rule or regulation. 17. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the PARTIES at their respective addresses specified below or to such other address as a PARTY may designate by written notice delivered to the other PARTY in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; or (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first-class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. CITY: City Clerk City of Petaluma P.O. Box 61 Petaluma, California 94953 Telephone: (707) 778-4360 Facsimile: (707) 778-4554 CONTRACTOR: North Bay Landscape Management, Inc. 444 Payran Street Petaluma, CA 94953 Attention: Jeff Pottorff Telephone: (707) 762-3850 Facsimile: (707) 762-6118 18. Indemnification. CONTRACTOR shall indemnify, defend with counsel acceptable to the CITY, and hold harmless (to the full extent permitted by law) the CITY and its officers, officials, employees, agents and volunteers from and against all claims, damages, losses and expenses (including attorney's fees and costs and fees of litigation) arising out of or in connection with CONTRACTOR's performance of the Services described herein, caused in whole or in part by any act or omission of CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be Landscape Maintenance Agreement March 2019 64 liable, except where caused by the active negligence, sole negligence, or willful misconduct of the CITY. Landscape Maintenance Agreement March 2019 65 19. Insurance. Contractor shall comply with the "Insurance Requirements for Contractors" in Exhibit B, attached hereto and incorporated herein by reference. City reserves the right to review any and all of the required insurance policies and/or endorsements, but has no obligation to do so. City's failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or City's failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. 20. Amendment; Waiver. This Agreement may be amended only by a written instrument executed by both PARTIES. Neither the CITY'S failure to enforce, in whole or in part, any right, remedy or privilege hereunder, nor the CITY'S delay in the exercise of any such right, remedy or privilege shall operate as a waiver thereof, nor shall any such failure or delay operate as a waiver of any similar provision. No waiver in any particular instance shall operate as a continuing waiver, and no waiver of any provision hereof, shall be binding unless it is executed in writing by the Party making the waiver. 21. Disputes. The PARTIES agree to make a good faith attempt to resolve any dispute arising out of this Agreement through mediation prior to commencing litigation. The PARTIES shall mutually agree upon the mediator and shall divide the costs of mediation equally. 22. Entire ALFreement. This Agreement, together with Exhibit A which is incorporated herein by this reference, constitutes the entire agreement between the PARTIES with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the PARTIES with respect to the subject matter hereof. 23. Construction; Headings; Severability. The PARTIES acknowledge that this Agreement is the product of negotiation and compromise on the part of both PARTIES, and the PARTIES agree, that since both PARTIES have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the PARTIES, but rather according to its fair meaning as a whole, as if both PARTIES had prepared it. The section headings used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions hereof. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable shall remain in full force and effect to the extent not held invalid or unenforceable. 24. Governing Law. This Agreement shall be enforced and interpreted in accordance with the substantive law of the State of California excluding principles of conflict of laws. Any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in the County of Sonoma. 25. No Third -Party Beneficiaries. The PARTIES do not intend to create, and nothing contained in this Agreement shall be construed to create any benefit or right in any third party. g Landscape Maintenance Agreement March 2019 66 26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which, taken together, shall be deemed to be one and the same agreement. 27. Contractor's Books and Records. (a) CONTRACTOR shall maintain any and all ledgers, books of accounts, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to the CITY for a minimum 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. (b) CONTRACTOR shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years or for any longer period required by law, from the date of termination or completion of this Agreement. (c) Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Finance Director, or a designated representative of these officers. Copies of such documents shall be provided to the CITY for inspection at Petaluma City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at CONTRACTOR's address indicated for receipt of notices in this Agreement. (d) Where CITY has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of CONTRACTOR's business, CITY may, by written request by any of the above-named officers, require that custody of the records be given to the CITY and that the records and documents be maintained in Petaluma City Hall. Access to such records and documents shall be granted to any Party authorized by CONTRACTOR, CONTRACTOR's representatives, or CONTRACTOR's successor in interest. 28. Work Performed by Subcontractors, Suppliers. (a) CONTRACTOR agrees that at any time upon request of CITY, CONTRACTOR will submit a sworn statement setting forth the work performed or material furnished by subcontractors, suppliers and materialmen, and the amount due and to become due to each, and that before the final payment is made to CONTRACTOR hereunder, CONTRACTOR will if requested, submit to CITY a complete set of vouchers showing what payments have been made for materials and labor used in connection with the provision of Services hereunder. CONTRACTOR shall: (i) Indemnify and hold harmless CITY from all claims, demands, causes of action or suits, of whatever nature, arising out of the services, labor and materials furnished by CONTRACTOR or its subcontractors under this Agreement, and from all laborers', materialmen's and mechanics' liens upon the real property upon which the work is located; and (ii) Promptly notify CITY in writing, of any claims, demands, causes of action or suits brought to its attention. CONTRACTOR shall forward with such notification copies of all pertinent papers received by CONTRACTOR with 9 Landscape Maintenance Agreement March 2019 67 r"ped to any sudi chhns, clernandcauns of action or sub. and at to raWest WITY, shall ch all IhNgs and CNCCUte alld defiverall appropriatc in favor ol'CITY ol'all CONTRACTO]Vs rights and claims Asing Arn nwh asset -ted claims as Avill enable CITY to protect in hrimm by litigndon or othemisc. The final liziyment hercunder sluill not he made =01 comwicim irmclUired, has deliveredtoCf,py a complete rciease oraii claims nriong out arms Agreement, or receipts in full in Ircu thercofas. CJ"1'Y may rc(Irdre. anct irregrirml in ciMer caso m, arridavh fbat as bras (--'()'N'l'RAC,'I'C)R has knowledge or inforniation, the receipts include at] (fie labor and matedetls mWplied in connection m1h His Agmemort. My subconhow rcRwes to strpply at rderme or ruccipt in (ON, CONISAMUR nasty numish a hondqatisl'aclory to CITY to h0emnily CITY against any mich claims. Il' any' clahn rmnains unsmisfWd after all payments hereunder are made, (10MRACIM shall refund to crry up monics, dud cyry rnay he compellml to Imiy in discharging such chdm, Winding costs and reasonable Huomeys' Jbm 29, RemedS. Except as cAlierwise expressly mated in t1is Agmernerd. he rights and mnwdks (if the PAR IIFS hereunder mv curnublive, and the VACIViSO or fdilul-C tO CXCI-CiSO One Or More 0I Such rights or rernedies by citber fatty shall not prelude he exavic by it, at be smuerinse. orwribrent dmes, ofmy right (it, rernCdy for the SWITC (10'aUlt Or ally 01IM'defiWilt. 11`4 WITIVESIS WUERP]OF, the PARTIES have executed this Landscupc Ndaintenaricc AMrcernent as of the date first mmitten above. CITY ()FJ'F,'I-AL1JMA CJ(y Manager A] US? APPROVI-d-) ASTO FORM: C-i—ty Afforney C'()N'l-'RAC1"0R Name AdAws,, c' j ty StAc Up 1Wxpa)Q LA Munber i"Whi"a WhIs hu, Ccrtifl, arc Number Okwmc: &4'arks;wd &Opelolk'n\1A I D 10 68 M, let, 69 Exhibit A Freauencv Chart fo- Landscape Assessment Districts (LAD) o January February March April May June July August September October November December IRRIGATION Annual System Check General System Check & Maintenance WEEDS Monitor for control FERTILIZATION Fertilization - Planted Areas Fertilization - Turf Areas LITTER & LEAF REMOVAL Hard Surface Areas (Litter Only) Planted & Mulched Areas Areas (Litter Only) Leaf Removal TREE MAINTENANCE Tree Purning for pedestrian and street heights SHRUB MAINTENANCE Size Control Pruning & Shaping IGROUNDCOVER MAINTENANCE Edging Pruning or Mowing PERENNIAL AND TALL GRASS MAINTENANCE Dead Heading-Shaping Cut Back 2/3 Size TURF (when present) MAINTENANCE Mowing (Per height requirments, see specs.) Edging (Once Per Month) Aeration Reseeding SHARD SURFACES MAINTENANCE Extra Work - as Requested iMULCH REPLACEMENT Extra Work - as Requested I (* See Technical Specifications for Details LADNumber Zone Name 7 Zone A Meadow Park 12 Zone A Glenbrook 15 Zone A Sonoma Glen 26 Zone A Graystone Creek 27 Zone A Americana 29 Zone A Liberty Farms 31 Zone A Wisteria 33 ZanL� A Woodside Village 32 Zone A Corona Creek 11 39 Zone A Landsdowne 42 Zone A Turnbridge 44 Zone A Stratford Village 3 Zone B Village Meadows 1.0 Zone B st, Jame's 11 Zone B Park Place 5 16 Zone B Mountain Valley 17 Zone B Kingsrnill 18 Zone B Cader Farms 19 Zone B Cader Farms Highlands 21 Zone B Crane Glen 37 Zone B Willow Glen 43 Zone B Washington Creek 43 Zone B Washington Creek Riparian - 43a 47 Zone B Avila Ranch I Zone C Casa Del Oro 4 Zone C Village East 5 Zone C Spring Meadows 6 Zone C Shelter Hills Village 8 Zone C Anna's Meadows 13 Zone C Fairway Meadows 35 Zone C Cross Creek 45 Zone C Southgate 2 Zone D Sycamore Heights A Zone D Country Club Estates 22 Zone D Westridge Knolls 24 Zone D Judith Court 28 Zone D Kingshold 36 Zone D Westview Estates 38 Zone D Stoneridge 40 Zone D Twin Creeks 41 Zone D McNear Landing 46 Zone D Riverview 71 N � Printed: 3/14/2019 � � ~� / N�� 'P2�4 4�le ��'�^^ ^�� UUUK���� ��n�� ��n n���v�n~=.."~" Landscape ������ment Districts Legend Formation Agreement Zones [=3A =1 B EMC En ^ -^` = LAD Areas ` r-- \ City Limit / — ---Cneeks&Rivens / Streets / \ ,^ 72 | �����[�s �- ��~� � \ / LAD Number Name ~Z�e I Casa Del Oro Zone z Sycamore Heights Zone 3 Village Meadows Zone 4 Village East Zone[ S Spring Meadows Zone 6 Shelter Hills Village Zone 7 Meadow Park Zone 8 Anna's Meadows Zone[ zn St. James ZnneB zz Park Place 5 ZoneB zz G|enbmok Zone 13 Fairway Meadows Zone[ 14 Country Club Estates Zone 15 Sonoma Glen Zone 26 Mountain Valley Zone zr Kingsmill Zone ^ 18 Cade/Farms Zone ~� z9 CaderFarms Highlands Zone zz Crane Glen Zone � zz We$ridgexnnUs | Zone ` 24 Judith Court Zone 26 Grayst,ne[neek Zone 27 Americana Zone zO mngs0e|d Zone 29 Liberty Farms Zone � 31 Wisteria Zone ° 38 Woodside Village Zone 32 Corona Creek U Zone 35 Cross Creek Zone[ 36 Westview Estates Zone 37 Willow Glen Zone 38 Stoneridge Zone 39 Landsdowne Zone 40 Twin Creeks Zone 41 McNea,Landing Zone 42 Turobridge Zone 43 Washington Creek Zone 43a Washington Creek Riparian ZoneB 44 Stratford Village Zone 45 Southgate Zone 46 Riverview Zone 47 Avila Ranch Zone 48 Quarry Heights Zone Printed: 3/14/2019 � � ~� / N�� 'P2�4 4�le ��'�^^ ^�� UUUK���� ��n�� ��n n���v�n~=.."~" Landscape ������ment Districts Legend Formation Agreement Zones [=3A =1 B EMC En ^ -^` = LAD Areas ` r-- \ City Limit / — ---Cneeks&Rivens / Streets / \ ,^ 72 EXHIBIT B INSURANCE REQUIREMENTS FOR ALL AGREEMENTS Contractor's performance of the Services under this Agreement shall not commence until Contractor shall have obtained all insurance required under this paragraph and such insurance shall have been approved by the City Attorney as to form and the Risk Manager as to carrier and sufficiency. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. Contractor shall procure and maintain for the duration of the contract all necessary insurance against claims now and in the future for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by the Contractor, the Contractor's agents, representatives, employees and subcontractors. A. Required Minimum Scope of Insurance Coverage shall be at least as broad as: M Insurance Services Office Commercial General Liability coverage: a. Personal injury; b. Contractual liability. M Insurance Services Office form covering Automobile Liability (any auto). M Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. ❑ Professional Liability/Errors and Omissions ❑ Crime/Employee Blanket Fidelity Bond ❑ Property Insurance against all risks of loss to any tenant improvements or betterments. ❑ Pollution Liability Insurance ❑ Garage Liability ❑ Garagekeepers Insurance ❑ Technology Professional Liability Errors and Omissions Insurance (IT Consultant)/Cyber Liability ❑ Abuse or Molestation Liability Coverage B. Minimum Limits of Insurance Consultant shall maintain limits no less than: ❑ General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate liability is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit. ❑ Products/Completed Operations: $1,000,000 per occurrence/aggregate. ❑ Automobile Liability: $1,000,000 per accident for bodily injury and property damage. ❑ Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident. Bodily Injury by Disease - $1,000,000 policy limit. Bodily Injury by Disease - $1,000,000 each employee. ❑ Professional Liability/Errors and Omissions: $1,000,000 per occurrence or claim. If the policy provides coverage on a claims -made basis, the retroactive date must be shown and must be before the date of the Agreement or the beginning of the contract work. INSURANCE REQUIREMENTS (City) 73 Dec 2018 ❑ Crime/Employee Blanket Fidelity Bond - $1,000,000: Contractor, at its own cost and expense, must maintain a Crime/Employee Blanket Fidelity Bond in the amount of $1,000,000 per employee covering dishonesty, forgery, alteration, theft, disappearance, destruction (inside or outside). ❑ All Risk Property Insurance: Full replacement cost. ❑ Pollution legal liability with limits no less than $1,000,000 per occurrence or claim and $2,000,000 policy aggregate. If the policy provides coverage on a claims -made basis, the retroactive date must be shown and must be before the date of the Agreement or the beginning of the contract work. ❑ Garage Liability: $1,000,000 per occurrence. ❑ Garagekeepers Insurance: $1,000,000 per occurrence. ❑ Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant's profession and work hereunder, with limits not less than $1,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 1. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City in the care, custody, or control of the Consultant. If not covered under the Consultant's liability policy, such "property" coverage of the City may be endorsed onto the Consultant's Cyber Liability as covered property as follows: 2. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City that will be in the care, custody, or control of the Consultant. 3. The Insurance obligations under this agreement shall be the greater of 1) all the Insurance coverage and limits carried by or available to the Consultant; or 2) the minimum Insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to the City. No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the Consultant under this agreement. ❑ Abuse or Molestation Liability Coverage: $1,000,000 per occurrence; $2,000,000 aggregate. C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Policies containing any self- insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured (Contractor) or the City. INSURANCE REQUIREMENTS (City) 74 Dec 2018 City reserves the right to review any and all of the required insurance policies, declaration pages, and/or endorsements, but has no obligation to do so. City's failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or City's failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. D. Other Insurance Provisions The required general liability and automobile policies are to contain, or be endorsed to contain the following provisions: 1. Additional Insured: The City, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. 2. Primary and Non -Contributory: For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 4. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 6. Waiver of Subrogation: Consultant agrees to waive subrogation rights for commercial general liability, automobile liability and worker's compensation against City regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors or others involved in any way with the Services to do likewise. 7. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirement and/or limits shall be available to the additional insured. Furthermore, the requirement for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. 8. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Petaluma before the City of Petaluma's own insurance or self-insurance shall be called upon to protect it as a named insured. INSURANCE REQUIREMENTS (City) 75 Dec 2018 E. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than AXII. F. Verification of Coverage NOTE: The City of Petaluma is now using an online insurance program, PINS Advantage. Once you have been awarded a contract with the City of Petaluma, you will receive an e-mail from PINS Advantage/City of Petaluma requesting that you forward the e-mail to your insurance agent(s). Consultant shall furnish the City with Certificate of Insurance along with Declarations and Endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before the Services commence. INSURANCE REQUIREMENTS (City) 76 Dee 2018 THIS LANDSCAPE MAINTENANCE AGREEMENT (this "Agreement") is entered into effective as of 20 ("Effective Date") by and between the City of Petaluma, a municipal corporation and charter City ("CITY"), and North Bay Landscape Management, Inc., a Corporation ("CONTRACTOR"). CITY and CONTRACTOR are hereinafter referred to collectively as the "PARTIES." WHEREAS, CONTRACTOR has the skills, experience and qualifications necessary to cavy out the Services as hereinafter described; and WHEREAS, CITY wishes to engage CONTRACTOR to provide the Services upon the terms and conditions described herein, and CONTRACTOR wishes to provide such Services to CITY. NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the PARTIES hereby agree as follows. 1. 2. Seope of Work, Services. (a) CONTRACTOR shall provide the services ("Services") described in Exhibit A, entitled Specifications for Landscape Maintenance, attached hereto and incorporated herein, for Landscape Maintenance Area(s) E upon the terms and conditions herein provided. Notwithstanding the foregoing, to the extent that any provision(s) in Exhibit A conflict with any of the terms and conditions set forth in this Agreement, the terms and conditions of this Agreement shall control and take precedence over any such conflicting provision(s). (b) CONTRACTOR shall be compensated for work in addition to that described in Exhibit A only if CONTRACTOR and CITY execute a written amendment to this Agreement describing the work to be performed and the compensation to be paid for such work. Schedule for Performance. (a) CONTRACTOR shall commence performance of the Services within seven (7) calendar days following the date CITY provides written notice to CONTRACTOR to proceed, and shall provide the Services in accordance with the Maintenance Task Frequency Chart included in Exhibit A. Landscape Maintenance Agreement March 2019 77 LANDSCAPE MAINTENANCE AGREEMENT FRONTAGES AND MEDIANS ZONE E (Title of Project) FY 19/20 Fund # 2411 Cost Center Object Code Project # Amount $39,000 For multi-year contracts or contracts with multiple accounts: FY 20/21 Fund # 2411 Cost Center Object Code Project # Amount $39,000 FY 21/22 Fund # 2411 Cost Center Object Code Project # Amount $39,000 FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ FY Fund # Cost Center Object Code Project # Amount $ THIS LANDSCAPE MAINTENANCE AGREEMENT (this "Agreement") is entered into effective as of 20 ("Effective Date") by and between the City of Petaluma, a municipal corporation and charter City ("CITY"), and North Bay Landscape Management, Inc., a Corporation ("CONTRACTOR"). CITY and CONTRACTOR are hereinafter referred to collectively as the "PARTIES." WHEREAS, CONTRACTOR has the skills, experience and qualifications necessary to cavy out the Services as hereinafter described; and WHEREAS, CITY wishes to engage CONTRACTOR to provide the Services upon the terms and conditions described herein, and CONTRACTOR wishes to provide such Services to CITY. NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the PARTIES hereby agree as follows. 1. 2. Seope of Work, Services. (a) CONTRACTOR shall provide the services ("Services") described in Exhibit A, entitled Specifications for Landscape Maintenance, attached hereto and incorporated herein, for Landscape Maintenance Area(s) E upon the terms and conditions herein provided. Notwithstanding the foregoing, to the extent that any provision(s) in Exhibit A conflict with any of the terms and conditions set forth in this Agreement, the terms and conditions of this Agreement shall control and take precedence over any such conflicting provision(s). (b) CONTRACTOR shall be compensated for work in addition to that described in Exhibit A only if CONTRACTOR and CITY execute a written amendment to this Agreement describing the work to be performed and the compensation to be paid for such work. Schedule for Performance. (a) CONTRACTOR shall commence performance of the Services within seven (7) calendar days following the date CITY provides written notice to CONTRACTOR to proceed, and shall provide the Services in accordance with the Maintenance Task Frequency Chart included in Exhibit A. Landscape Maintenance Agreement March 2019 77 (b) CONTRACTOR shall complete performance of the Services within the time period specified in the Maintenance Task Frequency Chart, with such extensions of time, if any, as may be approved in writing by CITY. (c) CONTRACTOR shall notify CITY as soon as reasonably practicable if CONTRACTOR is unable to comply with the Maintenance Task Frequency Chart or any part thereof. 3. Compensation. (a) CITY shall pay CONTRACTOR $3,250 per month for the full and timely performance of the Services. Such compensation shall be made in monthly installments following CITY's receipt of CONTRACTOR's invoice for each such installment. The written approval of the City Manager or his/her authorized designee shall be required for the payment of compensation exceeding the CITY's approved annual budget for the Services. In no event shall total compensation paid to CONTRACTOR pursuant to this Agreement exceed the sum of $39,000/annually without the prior written approval of the City Manager. (b) CONTRACTOR shall submit written invoices to CITY's designated project contact person and shall include with each invoice: (i) a narrative describing the Services completed during the period covered by the invoice; (ii) a revised schedule for performance, if applicable; (iii) copies of receipts for any supplies or materials for which CONTRACTOR is requesting reimbursement, provided such reimbursement has been pre - authorized in writing by CITY; and (iv) any additional documentation requested by CITY. (c) CITY's obligation to pay compensation to CONTRACTOR as provided herein is contingent upon CONTRACTOR's performance of the Services pursuant to the terms and conditions hereof. 4. Prevailing Wages. (a) Pursuant to California Labor Code Section 1771, CONTRACTOR and any subcontractor shall pay all workers employed in execution of the WORK in accordance with the general rate of per diem wages specified for each craft, classification, or type of worker needed to execute the WORK. Copies of the prevailing rates of per diem wages are on file at the City Clerk's office, and shall be made available to any interested party on request. (b) CONTRACTOR is required to pay all applicable penalties and back wages in the event of violation of prevailing wage law, and CONTRACTOR and any subcontractors shall fully comply with California Labor Code Section 1775, which is incorporated by this reference as though fully set forth herein. (c) CONTRACTOR and any subcontractor shall maintain and make available for inspection payroll records as required by California Labor Code Section 1776, which is incorporated by this reference as through fully set forth herein. CONTRACTOR is responsible for ensuring compliance with this section. (d) CONTRACTOR and any subcontractor shall fully comply with California Labor Code Section 1777.5, concerning apprentices, which is incorporated by this reference 2 Landscape Maintenance Agreement 78 March 2019 as though fully set forth herein. CONTRACTOR is responsible for ensuring compliance with this section. (e) In accordance with California Labor Code Section 1810, eight (8) hours of labor in performance of the WORK shall constitute a legal day's work under this Agreement. CONTRACTOR and any subcontractor shall pay workers overtime pay as required by California Labe Code Section 1815. CONTRACTOR and any subcontractor shall, as a penalty to the CITY, forfeit twenty-five ($25.00) for each worker employed in the execution of the contract by the respective CONTRACTOR or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Article 3 of Chapter 1 of Part 7, Division 2 of the California Labor Code, which is incorporated by this reference as though fully set forth herein. 5. Term; Termination. The term of this Agreement commences on the Effective Date and terminates on June 30, 2022, with options for two (2) 1 -year extensions, if done in writing within 60 days of contract end date, by mutual agreement. CITY may terminate this Agreement without cause upon thirty (30) days' written notice, in which case, CONTRACTOR shall be entitled to payment for all Services performed to the date of termination to the extent such Services were performed to the satisfaction of CITY in accordance with the terms and conditions hereof. 6. Termination for Cause. CITY may terminate or suspend this Agreement immediately for cause. Cause for immediate termination or suspension shall include, but not be limited to, any breach of this Agreement by CONTRACTOR, including without limitation, a breach of any of CONTRACTOR's covenants, representations or warranties provided hereunder. Upon receipt of notice of termination or suspension for cause, CONTRACTOR shall immediately stop all work in progress under this Agreement. Without limiting the generality of the foregoing, CITY may terminate this Agreement if CONTRACTOR fails to perform the Services within the time specified or any written extension thereof. If CITY terminates this Agreement for cause, CITY may purchase or otherwise secure services, and CONTRACTOR shall be liable to CITY for any excess cost occasioned by CITY thereby. 7. Business Tax Certificate, Licenses and Permits. (a) CONTRACTOR represents, warrants and covenants that throughout the term of this Agreement CONTRACTOR shall: (i) keep on file with the CITY Finance Department a current W-9 form available from the IRS website (www.irs.�wv); (ii) maintain a valid Petaluma business tax certificate; and (iii) pay all applicable business taxes. (b) CONTRACTOR represents, warrants and covenants that, as of the Effective Date CONTRACTOR possesses, and throughout the term of this Agreement CONTRACTOR shall maintain, at CONTRACTORS sole cost and expense, possession of, all licenses, permits, qualifications and approvals, which are legally required for CONTRACTOR to practice its profession and to perform the Services. Without limiting the generality of the foregoing, CONTRACTOR represents and warrants that it possesses, and throughout the term of this Agreement 3 Landscape Maintenance Agreement 79 March 2019 CONTRACTOR shall maintain, all licenses, permits and qualifications necessary for the application of any pesticides or herbicides required to be applied pursuant to this Agreement. CONTRACTOR shall be liable for all damages and shall indemnify and save CITY harmless from and against all damages and liability which may arise out of failure of CONTRACTOR to secure and pay for all necessary licenses or permits or to comply fully with any and all applicable laws, regulations and ordinances. (c) CONTRACTOR acknowledges that CITY has relied upon the foregoing representations as a material inducement to CITY's execution of this Agreement. 8. Facilities and Equipment. CONTRACTOR shall, at its sole cost and expense, furnish all supplies and equipment necessary to the provision of the Services. No supplies or equipment shall be furnished by CITY, nor shall CITY reimburse CONTRACTOR for any supplies or equipment unless CITY has agreed in writing to do so. 9. Standards of Performance. (a) CONTRACTOR shall perform all Services 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 CONTRACTOR's profession. (b) CONTRACTOR shall devote such time to the performance of the Services as may be reasonably necessary for satisfactory performance of CONTRACTOR's obligations hereunder. (c) CONTRACTOR shall not employ for the Services to be performed hereunder any person unfit for, or unskilled in the work assigned to him or her. (d) The safety of all persons employed by CONTRACTOR and its subcontractors on CITY property or elsewhere shall be the sole responsibility of CONTRACTOR. CONTRACTOR shall take all reasonable precautions to protect the health and safety of employees and members of the public and to minimize danger from all hazards to life and property. Without limiting the generality of the foregoing, CONTRACTOR shall provide all appropriate safeguards and warnings necessary to protect workers and others against any condition on the property upon which Services are to be provided which could be dangerous and to prevent accidents of any kind. (e) CONTRACTOR shall comply with all local, state and federal health, safety and fire protection regulations and requirements (including reporting requirements). If CONTRACTOR fails to comply with any such regulations or requirements, CITY may, without prejudice to any other legal or contractual rights of CITY, issue an order stopping all or any part of the work, and may at CITY's discretion thereafter issue a start order for the resumption of the Services. CONTRACTOR shall make no claim for extension of time or for compensation or damages by reason of or in connection with such work stoppage. 10. Inspection. CONTRACTOR shall provide the CITY reasonable opportunity to ascertain that CONTRACTOR is providing the Services in accordance with the requirements of this Agreement and to the satisfaction of CITY. All work done and materials furnished, if any, shall be subject to inspection and approval by the CITY. The inspection of such work shall not relieve CONTRACTOR of any of its obligations to fulfill the requirements of this Agreement. The Services, materials and supplies furnished by CONTRACTOR hereunder 4 Landscape Maintenance Agreement g0 March 2019 shall be exactly as specified in this Agreement, free from all defects in CONTRACTOR's performance, workmanship and materials. If, prior to final acceptance, any Services and any materials and supplies furnished hereunder are found to be incomplete, or not as specified, CITY may reject them, require CONTRACTOR to correct them without charge, or require delivery of such materials, supplies, or services at a reduction in price which is equitable under the circumstances. If CONTRACTOR is unable or refuses to correct such items within a time deemed reasonable by CITY, CITY may terminate this Agreement in whole or in part. 11. Independent Contractor, Contractor Not an Agent of City. CONTRACTOR acknowledges that CONTRACTOR and its employees and agents shall provide Services as independent CONTRACTORS, and not an agents or employees of the CITY. CONTRACTOR further acknowledges that CONTRACTOR is solely responsible for the acts and omissions of CONTRACTOR and its agents and employees, and nothing in this Agreement shall in any way be construed to constitute the CONTRACTOR, or any of its agents or employees, as an agent, employee or representative of the CITY. CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent or to bind CITY to any obligation whatsoever. 12. Conflict of Interest. CONTRACTOR represents and warrants that it presently has no interest, and covenants that it shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services hereunder. CONTRACTOR further covenants that, in the performance of this Agreement, CONTRACTOR will not employ any subcontractor or person having such an interest. CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of the CITY. If CONTRACTOR believes that there is a conflict, or such conflict arises during the term of this Agreement or any extension, CONTRACTOR shall immediately advise the CITY and the CITY may, at its sole discretion, immediately terminate this Agreement. 13. Assignment. CONTRACTOR may not assignor transfer this Agreement in whole or in part, by operation of law or otherwise without the prior written consent of the CITY. Any attempted or purported assignment of any right or obligation hereunder absent such consent shall be void and of no effect. 14. Delegation and Subcontracting without CITY Consent Prohibited. CONTRACTOR shall directly perform all Services, and shall not subcontract for the provision of any part thereof without the prior written approval of CITY. Any such approved subcontractors shall be required to comply, to the extent applicable, with the terms and conditions of this Agreement and all of the obligations and duties imposed upon the CONTRACTOR hereunder. All subcontractors shall be required to procure and maintain insurance coverage as required herein and which shall name CITY as an additional insured. 15. Compliance with Laws. CONTRACTOR shall fully comply with all applicable local, state and federal rules, laws, regulations and ordinances governing the performance of the Services. CONTRACTOR further agrees that if any governmental agency or entity other than CITY provides compensation for any Services, CONTRACTOR shall comply with all rules and regulations applicable to such fiscal assistance. 5 Landscape Maintenance Agreement 81 March 2019 16. Nondiscrimination. During the performance of this Agreement, CONTRACTOR shall not discriminate against any employee or applicant for employment on the basis of race, religion, creed, color, national origin, sex, age or other basis prohibited by state, federal or local law, rule or regulation. 17. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the PARTIES at their respective addresses specified below or to such other address as a PARTY may designate by written notice delivered to the other PARTY in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; or (iv) facsimile transmission, in which case notice shall be deemed delivered upon transmittal, provided that (a) a duplicate copy of the notice is promptly delivered by first-class or certified mail or by overnight delivery, or (b) a transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile shall be considered to have been received on the next business day if it is received after 5:00 p.m. recipient's time or on a nonbusiness day. CITY: City Clerk City of Petaluma P.O. Box 61 Petaluma, California 94953 Telephone: (707) 778-4360 Facsimile: (707) 778-4554 CONTRACTOR: North Bay Landscape Manai4ement, Inc. 444 Payran Street Petaluma, CA 94953 Attention: Jeff Pottorff Telephone: (707) 762-3850 Facsimile: (707) 762-6118 18. Indemnification. CONTRACTOR shall indemnify, defend with counsel acceptable to the CITY, and hold harmless (to the full extent permitted by law) the CITY and its officers, officials, employees, agents and volunteers from and against all claims, damages, losses and expenses (including attorney's fees and costs and fees of litigation) arising out of or in connection with CONTRACTOR's performance of the Services described herein, caused in whole or in part by any act or omission of CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be 6 Landscape Maintenance Agreement 82 March 2019 liable, except where caused by the active negligence, sole negligence, or willful misconduct of the CITY. Landscape Maintenance Agreement 83 March 2019 19. Insurance. Contractor shall comply with the "Insurance Requirements for Contractors" in Exhibit B, attached hereto and incorporated herein by reference. City reserves the right to review any and all of the required insurance policies and/or endorsements, but has no obligation to do so. City's failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or City's failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. 20. Amendment; Waiver. This Agreement may be amended only by a written instrument executed by both PARTIES. Neither the CITY'S failure to enforce, in whole or in part, any right, remedy or privilege hereunder, nor the CITY'S delay in the exercise of any such right, remedy or privilege shall operate as a waiver thereof, nor shall any such failure or delay operate as a waiver of any similar provision. No waiver in any particular instance shall operate as a continuing waiver, and no waiver of any provision hereof, shall be binding unless it is executed in writing by the Party making the waiver. 21. Disputes. The PARTIES agree to make a good faith attempt to resolve any dispute arising out of this Agreement through mediation prior to commencing litigation. The PARTIES shall mutually agree upon the mediator and shall divide the costs of mediation equally. 22. Entire Agreement. This Agreement, together with Exhibit A which is incorporated herein by this reference, constitutes the entire agreement between the PARTIES with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the PARTIES with respect to the subject matter hereof. 23. Construction; Headings; Severabilitv. The PARTIES acknowledge that this Agreement is the product of negotiation and compromise on the part of both PARTIES, and the PARTIES agree, that since both PARTIES have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the PARTIES, but rather according to its fair meaning as a whole, as if both PARTIES had prepared it. The section headings used in this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions hereof. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Any provision of this Agreement held invalid or unenforceable shall remain in full force and effect to the extent not held invalid or unenforceable. 24. Governine Law. This Agreement shall be enforced and interpreted in accordance with the substantive law of the State of California excluding principles of conflict of laws. Any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in the County of Sonoma. 25. No Third -Party Beneficiaries. The PARTIES do not intend to create, and nothing contained in this Agreement shall be construed to create any benefit or right in any third party. Landscape Maintenance Agreement March 2019 84 26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which, taken together, shall be deemed to be one and the same agreement. 27. Contractor's Books and Records. (a) CONTRACTOR shall maintain any and all ledgers, books of accounts, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to the CITY for a minimum period of three (3) years or for any longer period required by law, fiom the date of final payment to CONTRACTOR pursuant to this Agreement. (b) CONTRACTOR shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years or for any longer period required by law, from the date of termination or completion of this Agreement. (c) Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Finance Director, or a designated representative of these officers. Copies of such documents shall be provided to the CITY for inspection at Petaluma City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at CONTRACTOR's address indicated for receipt of notices in this Agreement. (d) Where CITY has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of CONTRACTOR's business, CITY may, by written request by any of the above-named officers, require that custody of the records be given to the CITY and that the records and documents be maintained in Petaluma City Hall. Access to such records and documents shall be granted to any Party authorized by CONTRACTOR, CONTRACTOR's representatives, or CONTRACTOR's successor in interest. 28. Work Performed by Subcontractors, Suppliers. (a) CONTRACTOR agrees that at any time upon request of CITY, CONTRACTOR will submit a sworn statement setting forth the work performed or material furnished by subcontractors, suppliers and materialmen, and the amount due and to become due to each, and that before the final payment is made to CONTRACTOR hereunder, CONTRACTOR will if requested, submit to CITY a complete set of vouchers showing what payments have been made for materials and labor used in connection with the provision of Services hereunder. CONTRACTOR shall: (i) Indemnify and hold harmless CITY from all claims, demands, causes of action or suits, of whatever nature, arising out of the services, labor and materials furnished by CONTRACTOR or its subcontractors under this Agreement, and from all laborers', materialmen's and mechanics' liens upon the real property upon which the work is located; and (ii) Promptly notify CITY in writing, of any claims, demands, causes of action or suits brought to its attention. CONTRACTOR shall forward with such notification copies of all pertinent papers received by CONTRACTOR with 9 Landscape Maintenance Agreement March 2019 85 respect to ally such CILAIns, demaks, cinises est' action Or suits, and at the ralmcst of MY sha-11 do all things, and execute and deliver all appropriate documents and assignments in llavorol'CITY of -all CONTRACTOR': rights and WAS Wkiul Fraena such asserted Claims as Neill criahle (-,'lTY to protect its iflLCrCSt by litigation OF otherwise. I lie final J)"13,111clit hereunder Shal I not be made Ml cobviveirrow irrequired, lairs delivered to (TTY as complete rele;,vie ofall claims arising out of this Agivement, or receipts in full in Heu thereof as CITY may requiN, and irralUirCd ill 6010- Case, 011 affidWit th,11, as faras CONTRACIUR has knovAedge or inlin-niaticni, the receipts include all the lahoraml materials supphed hl Confleetioirl with thisAgrecrilen(. Wally subco,nmet(w ref"uses to supply as release 4a, rcccipt in full, CONTRACTOR may Wish as buiul sroisfactory to CTYY io indemnily C'ITYagainst any SUCh chdais. If any claim remains unsatisfied alter all paynicns licroondor ire , f, ,Iyr , '111 ujoijieS th. made, CONTRACTOR shall 1'erflind Lo (_ ,, (r",!I,[,)' may be compelled to pay in discluwOngsitCh Chliffl. inClUdAT COOS UMI MaMMable attorneys' Ices. 29- RemctfieReept as otherwise expressly stated in this Agreement, the rig.lits and. remedies Of the PARTIES hereunder are cumulative, and the exercise or faiMe to excinise one Or inove of -such right,", or relliedics by either Party shall not preclude Te exercise by in at the same tines or different times, of any rilaft or ru-nedy Or Hicsainc default or any offict, dcfiault, IN AMNESS NWHEREM, the PARTTEN' have executed this kandscape.Maijitena i ice Agrcoment as ofthe (late first written above. CITY OF PVTALIJMA Cay Mmmger APPROVI-i'D AS TO FORM: Me amuo SMAS and hw' il ill] lmlol wc-&, CONTRACTOR fly, Namu Isle Impayer 1.1). Number PcWliviiz Bu.sinussTax (.'urfifivatu NUMIM! 10 lawboqw hdAniummcc 86 5ERV�C�s sl Exhibit A Frequencv Chart fo Landscape Assessment Districts (LAD) oc o0 I _ January February March April May June July August September October November December (IRRIGATION Annual System Check General System Check & Maintenance I I IWEEDS IMonitor for control I I FERTILIZATION Fertilization - Planted Areas Fertilization - Turf Areas ( LITTER & LEAF REMOVAL Hard Surface Areas (Litter Only) Planted & Mulched Areas Areas (Litter Only) Leaf Removal (TREE MAINTENANCE Tree Purning for pedestrian and street heights SHRUB MAINTENANCE Size Control Pruning & Shaping GROUNDCOVER MAINTENANCE Edging Pruning or Mowing PERENNIAL AND TALL GRASS MAINTENANCE Dead Heading-Shaping Cut Back 2/3 Size TURF (when present) MAINTENANCE Mowing (Per height requirments, see specs.) Edging (Once Per Month) Aeration Reseeding IHARD SURFACES MAINTENANCE Extra Work - as Requested MULCH REPLACEMENT Extra Work - as Requested * See Technical Specifications for Details Zone E Frontages & Medians Casa Grande Rd. Caulfield Ln. Ely Blvd. McDowell Blvd. North (McDowell Blvd. South Rainier Ave. Sonoma Mountain Pkwy. E. Washington St. Kenilworth Dr. Petaluma Blvd. (Quarry Heights) (Magnolia Ave. Quarry Heights M McDowell Blvd. Medians Legend Zone E Frontages Zone E Medians City Limit Printed: 3/14/2019 Ely Rd. Frontages Round -About N. McDowell Blvd. Magnolia Do"nfA_Ako Sonoma Mtn. Pkwy. Frontages & Medians N. McDowell Blvd. Frontages 'A Rainier A E VI=. I U" LCIY=- Iledians East Washington n S t Petaluma Blvd. N. Medians Caulfield Ln. Frontage East Washington St. Medians Frontages Casa Grande Rd. Frontages & Medians Casa Grande Round -About City of Petaluma • Kenilworth Dr. Medians Baywood Round -About Creeks & Rivers Streets Petaluma Blvd Ely Blvd. S. Frontages & Medians S. McDowell Blvd. Frontages& Medians N. Medians & Frontages NE ti N. McDowell Blvd. Frontages 'A Rainier A E VI=. I U" LCIY=- Iledians East Washington n S t Petaluma Blvd. N. Medians Caulfield Ln. Frontage East Washington St. Medians Frontages Casa Grande Rd. Frontages & Medians Casa Grande Round -About City of Petaluma • Kenilworth Dr. Medians Baywood Round -About Creeks & Rivers Streets Petaluma Blvd Ely Blvd. S. Frontages & Medians S. McDowell Blvd. Frontages& Medians N. Medians & Frontages NE EXHIBIT B INSURANCE REQUIREMENTS FOR ALL AGREEMENTS Contractor's performance of the Services under this Agreement shall not commence until Contractor shall have obtained all insurance required under this paragraph and such insurance shall have been approved by the City Attorney as to form and the Risk Manager as to carrier and sufficiency. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier. Contractor shall procure and maintain for the duration of the contract all necessary insurance against claims now and in the future for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by the Contractor, the Contractor's agents, representatives, employees and subcontractors. A. Required Minimum Scope of Insurance Coverage shall be at least as broad as: 0 Insurance Services Office Commercial General Liability coverage: a. Personal injury; b. Contractual liability. 0 Insurance Services Office form covering Automobile Liability (any auto). ❑X Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. ❑ Professional Liability/Errors and Omissions ❑ Crime/Employee Blanket Fidelity Bond ❑ Property Insurance against all risks of loss to any tenant improvements or betterments. ❑ Pollution Liability Insurance ❑ Garage Liability ❑ Garagekeepers Insurance ❑ Technology Professional Liability Errors and Omissions Insurance (IT Consultant)/Cyber Liability ❑ Abuse or Molestation Liability Coverage B. Minimum Limits of Insurance Consultant shall maintain limits no less than: ❑ General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate liability is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit. ❑ Products/Completed Operations: $1,000,000 per occurrence/aggregate. ❑ Automobile Liability: $1,000,000 per accident for bodily injury and property damage. ❑ Employer's Liability: Bodily Injury by Accident - $1,000,000 each accident. Bodily Injury by Disease - $1,000,000 policy limit. Bodily Injury by Disease - $1,000,000 each employee. ❑ Professional Liability/Errors and Omissions: $1,000,000 per occurrence or claim. If the policy provides coverage on a claims -made basis, the retroactive date must be shown and must be before the date of the Agreement or the beginning of the contract work. 91 INSURANCE REQUIREMENTS (City) Dee 2018 ❑ Crime/Employee Blanket Fidelity Bond - $1,000,000: Contractor, at its own cost and expense, must maintain a Crime/Employee Blanket Fidelity Bond in the amount of $1,000,000 per employee covering dishonesty, forgery, alteration, theft, disappearance, destruction (inside or outside). ❑ All Risk Property Insurance: Full replacement cost. ❑ Pollution legal liability with limits no less than $1,000,000 per occurrence or claim and $2,000,000 policy aggregate. If the policy provides coverage on a claims -made basis, the retroactive date must be shown and must be before the date of the Agreement or the beginning of the contract work. ❑ Garage Liability: $1,000,000 per occurrence. ❑ Garagekeepers Insurance: $1,000,000 per occurrence. ❑ Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant's profession and work hereunder, with limits not less than $1,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 1. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City in the care, custody, or control of the Consultant. If not covered under the Consultant's liability policy, such "property" coverage of the City may be endorsed onto the Consultant's Cyber Liability as covered property as follows: 2. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City that will be in the care, custody, or control of the Consultant. 3. The Insurance obligations under this agreement shall be the greater of 1) all the Insurance coverage and limits carried by or available to the Consultant; or 2) the minimum Insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to the City. No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the Consultant under this agreement. ❑ Abuse or Molestation Liability Coverage: $1,000,000 per occurrence; $2,000,000 aggregate. C. Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Policies containing any self- insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured (Contractor) or the City. INSURANCE REQUIREMENTS (City) 92 Dee 2018 City reserves the right to review any and all of the required insurance policies, declaration pages, and/or endorsements, but has no obligation to do so. City's failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or City's failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. D. Other Insurance Provisions The required general liability and automobile policies are to contain, or be endorsed to contain the following provisions: 1. Additional Insured: The City, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. 2. Primary and Non -Contributory: For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 4. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 6. Waiver of Subrogation: Consultant agrees to waive subrogation rights for commercial general liability, automobile liability and worker's compensation against City regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors or others involved in any way with the Services to do likewise. 7. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirement and/or limits shall be available to the additional insured. Furthermore, the requirement for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. 8. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Petaluma before the City of Petaluma's own insurance or self-insurance shall be called upon to protect it as a named insured. INSURANCE REQUIREMENTS (City) 93 Dec 2018 E. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than AXII. F. Verification of Coverage NOTE: The City of Petaluma is now using an online insurance program, PINS Advantage. Once you have been awarded a contract with the City of Petaluma, you will receive an e-mail from PINS Advantage/City of Petaluma requesting that you forward the e-mail to your insurance agent(s). Consultant shall furnish the City with Certificate of Insurance along with Declarations and Endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before the Services commence. 19 INSURANCE REQUIREMENTS (City) 94 Dec 2018