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HomeMy WebLinkAbout2014-12-09 - AGENDA REPORTS - LMD MONITOR CONTRACTS (2)CONSENT CALENDAR DATE: SUBJECT: DEPARTMENT: Agenda Item: 5 CITY OF SANTA CLARITA AGENDA REPORT City Manager Approval Item to be presented by: December 9, 2014 Kevin Tonoian APPROVAL OF LANDSCAPE MAINTENANCE DISTRICT MONITOR CONTRACTS Administrative Services RECOMMENDED ACTION City Council: 1. Approve a month-to-month extension of Agreement No. 08-00533 with Bryan Smith Consulting to provide landscape maintenance monitoring services for a period not -to -exceed 18 months and an amount not -to -exceed $485,551. 2. Approve a month-to-month extension of Agreement No. 13-00244 with LandscapeConsultant.com to provide landscape maintenance monitoring services for a period not -to -exceed 18 months and an amount not -to -exceed $151,474. 3. Approve a month-to-month contract with Aguila Consulting, Agreement No. 14-00403, to provide landscape maintenance monitoring services for a period not -to -exceed 18 months and an amount not -to -exceed $80,730. 4. Approve a month-to-month contract with Jeff Maxwell Design (JMD), Agreement No. 14-00402, to provide landscape maintenance monitoring services for a period not -to -exceed 18 months and an amount not -to -exceed $74,808. 5. Approve and authorize the City Manager or designee to execute all documents subject to City Attorney final document approval, contingent upon the appropriation of funds by the City Council during the Fiscal Year 2015-16 Annual Budget process. BACKGROUND The City's Landscape Maintenance District (LMD) operation has experienced significant growth due to the creation of new zones and the transfer of zones from Los Angeles County to the City as a result of the 2012 annexations. Dating back to 2008, the number of LMD zones has increased from 34 to 54, with 27% of the growth in the last year. As part of the LMD operation, the LMD zones are monitored to ensure accountability. The monitoring services, which are fully supported by the LMD fund, are outsourced and managed by the Special Districts Office. Monitors are tasked with the responsibility for overseeing the recurring maintenance of the City's 54 financially independent LMD areas. Landscape monitoring services represents 3.5% of the total LMD Fiscal Year 2014-15 operating budget of approximately $15 million. The primary role of the City's LMD monitors is to inspect and ensure landscape maintenance services are delivered in a manner which regularly exceeds the service expectations of our community. The monitors are responsible for identifying deficiencies, overseeing general repair work, and interacting with homeowners to follow up on landscape -related inquiries or requests for service enhancements. Agreement Extensions The LMD monitoring agreements with Bryan Smith Consulting (Agreement No. 08-00533) and LandscapeConsultant.com (Agreement No. 13-00244) are scheduled to expire on December 31, 2014. To ensure continuity of LMD monitoring services, staff is recommending month-to-month extensions of the landscape monitoring agreements for a term not -to -exceed 18 months through June 30, 2016. The recommended expenditure authority for the two agreements is consistent with thresholds previously authorized by the City Council. New Agreements In consideration of LMD's operational growth, staff is recommending the award of two new month-to-month professional service agreements to provide monitoring services. The first agreement is with Aguila Consulting, who will be responsible for monitoring maintenance of landscaped medians primarily located on the west side of the City and the Circle "J" Ranch community. Aguila Consulting is a locally based business operating in Santa Clarita and has worked with the City on special projects, including contract monitoring for the installation of our LMD smart controllers and construction -related monitoring services for the Railroad Avenue Landscape Median installation project. The second agreement is with Jeff Maxwell Design (JMD), who will be responsible for monitoring maintenance of several LMD local zones located in the original Valencia area, which includes Old Orchard, Valencia Hills, and the neighborhoods behind the Granary Square shopping center. JMD has previously provided the City with landscape design review for multiple residential development projects and has served as a contractual landscape design architect on many City projects, including the Warriors Memorial Bridge, modifications to Northbridge and Fair Oaks Parks, the Saugus Monument Rock, and the Canyon Country Monument Sign. While Santa Clarita's operational practice has been to award contracts ranging from three -to -five years for monitoring services, given LMD's operational expansion, the City is conducting an evaluation of monitoring services and how they should be managed going forward. Long-term monitoring options range from transitioning this responsibility to an in-house function managed by City employees, continuing to exclusively contract out for these services, or considering a hybrid approach which combines both in-house staff and contractual monitoring support. Executing contracts which incorporate month-to-month terms provides the City with the operational latitude to consider potential changes in how monitoring services will be managed once this evaluation is completed. ALTERNATIVE ACTIONS Other action as determined by the City Council. FISCAL IMPACT There is no impact to the General Fund. Sufficient operational funds to support LMD monitoring services through June 30, 2015, were previously appropriated by the City Council as part of the Fiscal Year 2014-15 Annual Budget process. Funding to support LMD monitoring services beginning on July 1, 2015, is contingent upon City Council's approval of the Fiscal Year 2015-16 Budget. ATTACHMENTS Agreement No. 08-00533-E Bryan Smith Consulting, available in the City Clerk's Reading File Agreement No. 13-00244-B LandscapeConsultant.com, available in the City Clerk's Reading File Agreement No. 14-00403 Aguila Consulting, available in the City Clerk's Reading File Agreement No. 14-00402 Jeff Maxwell Design, available in the City Clerk's Reading File 3 FIFTH AMENDMENT TO AGREEMENT NO. 08-00533 BETWEEN THE CITY OF SANTA CLARITA AND BRYAN SMITH CONSULTING Contract No. 08-00533-E THIS FIFTH AMENDMENT ("Amendment") is made and entered into this _ day of 20_, by and between the CITY OF SANTA CLARITA, a general law city and municipal corporation existing under the laws of California ("CITY"), and BRYAN SMITH CONSULTING. ("CONTRACTOR"). 1. Pursuant to Section 1. CONSIDERATION, C., of Agreement No. 08-00533 ("Agreement"), amendment to section to read as follows: "C. As additional consideration, CITY agrees to pay CONSULTANT on a month to month basis a sum not to exceed four hundred eighty-five thousand, five hundred fifty-one dollars ($485,551) for CONSULTANT'S services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "D," which is incorporated by reference. 2. Pursuant to Section 8. TERM of Agreement No. 08-00533 ("Agreement"), amendment to section to read as follows: "The term of this Agreement will be extended on a month to month basis from January 1, 2015 to June 30, 2016. Unless otherwise determined by written amendment beetween the parties, this Agreement will terminate in the following instances: A. Completion of the work specified. B. Termination as stated in Section 15." 3. This Amendment may be executed in any number or counterparts, each of which will be an original, but all of which together constitutes one instrument executed on the same date. 4. Except as modified by this Amendment, all other terms and conditions of Agreement No. 08-00533 remain the same. [SIGNATURES ON NEXT PAGE] Revised 1/2011 Page I oft IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first hereinabove written. FOR CONTRACTOR: m Print Name & Title Date: FOR CITY OF SANTA CLARITA: KENNETH W. STRIPLIN, CITY MANAGER By: City Manager Date: ATTEST: By: City Clerk Date: APPROVED AS TO FORM: JOSEPH M. MONTES, CITY ATTORNEY City Attorney Date: Revised 1/2011 Page 2 of 2 City of Santa Clarita Landscape Maintenance Districts Monthly Monitoring Services Company: Bryan Smith Consulting Contract 08-00533-E Exhibit D LIVID Service Area Monthly Cost Annual Cost Contract Amount (18 months) 3 - Sierra Heights $ 416.67 $ 5,000.00 $ 7,500.00 5 - Sunset Hills $ 625.00 $ 7,500.00 $ 11,250.00 6 -Canyon Crest $ 458.33 $ 5,500.00 $ 8,250.00 7-Creekside $ 1,396.67 $ 16,760.00 $ 25,140.00 19 - Bridgeport / Bouquet $ 412.50 $ 4,950.00 $ 7,425.00 T8 -Valencia Summit $ 3,833.33 $ 46,000.00 $ 69,000.00 T23 - Mountainview $ 1,237.50 $ 14,850.00 $ 22,275.00 T23A - Mountainview Condos $ 550.00 $ 6,600.00 $ 9,900.00 T23B-Seco Villas $ 550.00 $ 6,600.00 $ 9,900.00 T31-Shangi-La $ 583.33 $ 7,000.00 $ 10,500.00 T46 -Northbridge $ 4,961.67 $ 59,540.00 $ 89,310.00 T52-Stonecrest $ 666.67 $ 81000.00 $ 12,000.00 T51 - Valencia High School $ 1,820.00 $ 21,840.00 $ 32,760.00 2008-1 - Major Medians Sites $ 918.50 $ 11,022.00 $ 16,533.00 T20 - EI Dorado Village $ 1,920.00 $ 23,040.00 $ 34,560.00 T44 - Bouquet Canyon $ 720.00 $ 8,640.00 $ 12,960.00 T48 - Shadow Hills $ 480.00 $ 5,760.00 $ 8,640.00 T62 - Canyon Heights $ 1,440.00 $ 17,280.00 $ 25,920.00 T67 - Miramontes $ 2,640.00 $ 31,680.00 $ 47,520.00 T71 - Haskell Canyon Ranch $ 720.00 $ 8,640.00 $ 12,960.00 T72 - Copperhill 22 $ 480.00 $ 5,760.00 $ 8,640.00 Subtotal: $ 321,962.00 $ 482,943.00 CPI @.54%: $ 2,608.00 Grand Total: $ 485,551.00 SECOND AMENDMENT TO AGREEMENT NO. 13-00244 BETWEEN THE CITY OF SANTA CLARITA AND LANDSCAPECONSULTANT.COM Contract No. 13-00244-B THIS SECOND AMENDMENT ("Amendment") is made and entered into this —day of 20_, by and between the CITY OF SANTA CLARITA, a general law city and municipal corporation existing under the laws of California ("CITY"), and LANDSCAPECONSULTANT.COM ("CONSULTANT"). 1. Pursuant to Section 1. CONSIDERATION, C., of Agreement No. 13-00244 ("Agreement"), amendment to section to read as follows: "C. As additional consideration, CITY agrees to pay CONSULTANT on a month to month basis a sum not to exceed one hundred fifty-one thousand, four hundred seventy-four dollars ($151,474) for CONSULTANT'S services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit `B," which is incorporated by reference. 2. Pursuant to Section 8. TERM of Agreement No. 13-00244 ("Agreement"), amendment to section to read as follows: "The term of this Agreement will be extended on a month to month basis from January 1, 2015 to June 30, 2016. Unless otherwise determined by written amendment beetween the parties,this Agreement will terminate in the following instances: A. Completion of the work specified. B. Termination as stated in Section 15." 3. This Amendment may be executed in any number or counterparts, each of which will be an original, but all of which together constitutes one instrument executed on the same date. 4. Except as modified by this Amendment, all other terms and conditions of Agreement No. 13-00244 remain the same. [SIGNATURES ON NEXT PAGE] Revised 1/2011 Page I oft IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first hereinabove written. FOR CONTRACTOR: In Print Name & Title Date: FOR CITY OF SANTA CLARITA: KENNETH W. STRIPLIN, CITY MANAGER By: City Manager Date: ATTEST: By: City Clerk Date: APPROVED AS TO FORM: JOSEPH M. MONTES, CITY ATTORNEY By: City Attorney Date: Revised 1/2011 Page 2 of City of Santa Clarita Landscape Maintenance Districts Monthly Monitoring Services Company: Landscapeconsultant.com Contract 13-00244-B Exhibit B LIVID Service Area Monthly Cost Annual Cost Contract Amount (18 months) 20 - GVR Commercial $ 540.00 $ 6,480.00 $ 9,720.00 21 - GVR Residential $ 180.00 $ 2,160.00 $ 3,240.00 26 -Centre Pointe $ 270.00 $ 3,240.00 $ 4,860.00 28 - Newhall $ 1,080.00 $ 12,960.00 $ 19,440.00 T17 - Rainbow Glen $ 630.00 $ 7,560.00 $ 11,340.00 T29 - American Beauty $ 630.00 $ 7,560.00 $ 11,340.00 T33 - Canyon Park $ 360.00 $ 4,320.00 $ 6,480.00 T65 - Fair Oaks Ranch (Ph 1) $ 900.00 $ 10,800.00 $ 16,200.00 T65A - Fair Oaks Ranch (Ph 2 & 3) $ 900.00 $ 10,800.00 $ 16,200.00 T65B - Fair Oaks Park $ 900.00 $ 10,800.00 $ 16,200.00 2008-1 - Major Thoroughfare Medians $ 1,080.00 $ 12,960.00 $ 19,440.00 Metro/Transit Sites $ 900.00 $ 10,800.00 $ 16,200.00 Subtotal: $ 100,440.00 $ 150,660.00 CPI @ .54%: $ 814.00 Grand Total: $ 151,474.00 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND AGUILA CONSULTING This AGREEMENT is entered into this _ day of 20� by and between the CITY OF SANTA CLARITA, a municipal corporation and general law city ("CITY") and AGUILA CONSULTING, a California Corporation ("CONSULTANT"). 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; and B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; and C. As additional consideration, CITY agrees to pay CONSULTANT on a month to month basis, a sum not to exceed eighty thousand, seven hundred thirty dollars ($80,730) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "A," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A," which is incorporated by reference. B. CONSULTANT will, in a professional manner, fumish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be bome by CONSULTANT. Revised 12011 Page 1 of 10 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. ADDITIONAL WORK. A. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the CITY with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: i. Carefully investigated and considered the scope of services to be performed; and ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 8. TERM. The term of this Agreement will be from January 1, 2015 to June 30, 2016. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A." B. Termination as stated in Section 15. Revised 1/2011 Page 2 of 10 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: i. CONSULTANT furnishes proof of insurance as required under Section 22 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the CITY within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The CITY will extend the completion time, when appropriate, for the completion of the contracted services. 11. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 12. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 15. TERMINATION. A. CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. Revised 12011 Page 3 of 10 C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT'S own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 16.OWNERSIIIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 18. INDEMNIFICATION. CONSULTANT agrees to indemnify and hold CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of the performance of this agreement by CONSULTANT. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, arising out of performance by CONSULTANT of services rendered pursuant to this Agreement, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or costs incurred in defense otherwise. 19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. Revised 1/2011 Page 4 of 10 20. INDEPENDENT CONTRACTOR CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 22. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Tvoe of Insurance Limits Commercial general liability: $1,000,000 Professional Liability $1,000,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the Revised 112011 Page 5 of 10 insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A: VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain coverage at CONSULTANT'S expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate. In the alternative, should CONSULTANT fail to meet any of the insurance requirements under this agreement, City may cancel the Agreement immediately with no penalty. G. Should CONSULTANT'S insurance required by this Agreement be cancelled at CONSULTANT must obtain replacement coverage that meets all contractual requirements within 10 days of the prior insurer's issuance of notice of cancellation. CONSULTANT must ensure that there is no lapse in coverage. 23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: Aguila Consulting P.O. Box 2215 Santa Clarita, CA 91386 Attention: Jorge Aguila If to CITY: City of Santa Clarita 23920 Valencia Boulevard., Suite 300 Santa Clarita, CA 91355 Attention: Dennis Luppens Revised 1/2011 Page 6 of 10 Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's Conflict of Interest Code (on file in the City Clerk's Office). It is incumbent upon the CONSULTANT or CONSULTING FIRM to notify the CITY pursuant to Section 25. NOTICES of any staff changes relating to this Agreement. A. In accomplishing the scope of services of this Agreement, all officers, employees and/or agents of CONSULTANT(S), unless as indicated in Subsection B., will be performing a very limited and closely supervised function, and, therefore, unlikely to have a conflict of interest arise. No disclosures are required for any officers, employees, and/or agents of CONSULTANT, except as indicated in Subsection B. Initials of Consultant B. In accomplishing the scope of services of this Agreement, CONSULTANT(S) will be performing a specialized or general service for the CITY, and there is substantial likelihood that the CONSULTANT'S work product will be presented, either written or orally, for the purpose of influencing a governmental decision. As a result, the following CONSULTANT(S) shall be subject to the Disclosure Category "I" of the CITY's Conflict of Interest Code: 27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 28. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 29. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. Revised 1/2011 Page 7 of 10 30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 31. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terns or other agreements expressed or implied, oral or written. There is/are IN (1) Attachment(s) to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 33. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 34. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 35. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. Revised 1/2011 Page 8 of 10 40. PROTECTION OF RESIDENT WORKERS. The City of Santa Clarita actively supports the Immigration and Nationality Act (INA), which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Under the INA, employers may hire only persons who may legally work in the United States (i.e., citizens and nationals of the U.S.) and aliens authorized to work in the U.S. The employer must verify the identity and employment eligibility of anyone to be hired, which includes completing the Employment Eligibility Verification Form (I-9). The CONSULTANT shall establish appropriate procedures and controls so no services or products under the Contract Documents will be performed or manufactured by any worker who is not legally eligible to perform such services or employment. [SIGNATURES ON NEXT PAGE] Revised 1/2011 Page 9 of 10 IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first hereinabove written. FOR CONSULTANT: By: Print Name & Title Date: FOR CITY OF SANTA CLARITA: KENNETH W. STRIPLIN, CITY MANAGER By: City Manager Date: ATTEST: By: City Clerk Date: APPROVED AS TO FORM: JOSEPH M. MONTES, CITY ATTORNEY By: City Attorney Date: Revised 1/2011 Page 10 of 10 City of Santa Clarita Administrative Services 23920 Valencia Blvd., Suite 260 Santa Clarita, CA 91365 ENJEOW A LANDSCAPE CONSULTANT SCOPE OF SERVICES The Landscape Consultant, hereinafter called "Consultant" shall provide landscape monitoring, observation and/or *inspection services for the City Landscape Maintenance Districts. It is the Consultant's responsibility to observe and report whether the Landscape Maintenance Contractor (Contractor) is in compliance with the landscape, irrigation and related provisions ofthe Contractor's maintenance contract with the City (Contract and Bid Specifications) and bring anyitems that are not in compliance to the City's attention. It is also the Consultant's responsibility to observe and report whether all LMD areas meet the requirements of the CC&R's, easements, and contracts, with respect to an acceptable level of aesthetics and maintenance of the facilities and amenities within the LMD areas. The LMD Manual will be provided to the Consultant and said LMD Manual consists of: 1. LMD Zones and Maps 2. Inspection — Scope of Services 3. Streets and Highways Code 4. Document Summary Summary of Documents Calsense Controller Policy 5. Purchasing Policy Work Authorization Policy Extra Work Authorization Policy Quick Reference 6. Policies and Procedures for New Zones 7. Landscaping Information S. Landscape Maintenance Contract 9. Landscape Inspection Standards 10. A copy of the Request for Proposal IT -0"9-03 The services of Consultant pursuant to this agreement shall be consistent with the provisions of the LMD Manual. When necessary, the Consultant is to provide the Contractor with a detailed deficiencylist, indicating Contract deficiencies and locations, as provided for in the maintenance Contract. The Consultant shall notify the contractor to perform all work, per the requirements ofthe Contract. 'rhe Consultant will also assist in identifying non -contract items requiring attenUon/action. TheCoasultant shall meet bi-weekly; at a minimum, with the -Contractor, to review theContredor-s overall performance, discuss areas ofpossible improvement in the maintmanceprogmm, and discuss possible modifications in the plant population of the LMD areas. The contract requires all areas to tMMIrrm be walked on a monthly basis, unless other arrangements are made with the City's LMD Administration Staff. Substantial improvements can be made by reviewing and modify*existing plant material, resulting in better adaptation to climatic conditions, longer plant life, less wateru4e, and a more aesthetically pleasing planted area. The Consultant is responsible for making those determinations and recommendations to the City. The Consultant shall monitor, observe and *inspect the LMD areas to determine if the deficiencies Live been properly addressed. This is an on$o Ar Ocess, wlpch is necessary to etiSUte &t maintenance of the LMD areas is performed satisfactorily. The Consultant is responsible to ao*c and forward from the Contractors, all estimates and proposals required to have the maintenance and enhancement work completed. It is the Consultant's responsibility to verify that all items on the list are completed. The Consultant shall provide the City a fist of non -contract items for the routine maintenance and general improvements/upgrades to the areas. The list shall include all items to bring the irrigation up to industry (City) standards. the list shall include plant replacement and any repairs to hardseape, wrought iron, and other amenities. The Consultant is responsible for discussing any items with City staff to review the budget,establish a plan and timeframe for completion, and track all items on the list until they are completed. The Consultant shall meet with City's LMD Administration Staff and/or the Contractors as needed, to review the Contractor's performance, discuss the mainteararrceproblems inspedfic areas thathave been observed, and resolve homeowner complaints received by the City and the consultant • Replacement of lighting futures for parks, pascos, tunnels and monument signs. • Irrigation systems for upgrade and repair. • Landscaped areas for maintenance, removal or modificatiom • Areas where slope or drainage problems are occurring. • Areas where erosion needs to be addressed. • Areas in which extensive frost damage has occurred. • Areas where insect or animal infestation is present. • Brush areas during fire seasons (trails and slopes). • All repairs made by Contractor or other authorized parties to hardscape, wrought iron, and other amenities. • Reviewing and assessing vandalism. • Plan checking and plan preparation. • Any other services as requested by the LMD Administration Staff or any other division of the City. • If required attending evening homeowners Association meetings with Special District Administration staff. • Use the City of Santa Clarita, CRM system to open and track service requests. Open and close CRM service requests in a timely manner. T$e-Consultant shall meet with CityLMD AdministrationStaffand the maintenance contractors -as ---- needed to review the completion of work and monthly performance. EXh(M A Consultant must be available 24 hours a day for emergencies or must make arrangements for other staff or personnel to be available. The following are designated as emergencies: • Stuck valve (water valve continues to run and will not shut oft). • Broken mainline (water main runs and can not be shut oft). • Backflow prevention device gushing (water device continues to leak heavily). • Fallen tree over walkway or garage, house or street. HOMEOWNER COMPLAINT OR QUESTIONS linroughout the course of the year, a number of homeowners call the management company or the City with complaints, problems, questions, or suggestions, concemingthe common arras. Examples of the issues raised by homeowners include: • Views blocked by plants and/or trees planted in the common areas. • Irrigation problems near a homeowner's residence. • Animal infestation in the common areas affecting residences. • Dead or unhealthy plants and trees in the common arras. • Concerns about soil erosion in the slope areas. • Reports of vandalism or damage in the common areas. • Fallen trees in the common area and in residential yards. • Complaints and/or suggestions for the common area and park. • Any other problems or questions related to the Landscape Maintenance Districts Complaints or questions regarding LMD's received by the City or management company are forwarded to the Consultant and/or Contractor for resolution. The Consultant must contact each resident that submits a request fbr service. The Consultant must determine the appropriate course of action, advise the homeowner ofthe prognosis, and keep them informed until the work is competed It may take anywhere from 10 minutes to several hours of investigating, reviewing, reporting, and resolving the homeowner issues. Each call must be addressed on an individual and professional basis. The issues raised by homeowners often necessitate a response in written form, or may lead to extensive testing and research. GENERAL REQUIREMENTS Consultants are independent contractors and must provide their own transportation, clerical support, pagers, phones, faxes, computers, office space, storage for plans, etc. Consultant will interpret the Contract and Bid Specifications in the interest of the City First. Tire contract is held between the City Special Districts Division and the Contractor. If the contractor is not in agreement with the terms of the contract then it is the responsibility of the contractor representative to bring it to the attention of the City. The Special Districts Division will then review interpret and send out its findings. "Consultant shall at all times avoid conflict of interest or appearance of conflict of interest with the interest of the City first in the performance of this agreement". *Inspection refers to the duties identified and the items required to be inspected per the BNI Public Works Inspectors manual. A CSI License is not required. ExIjbit A City of Santa Clarita Landscape Maintenance Districts Monthly Monitoring Services Company: Aguila Consulting Contract 14-00403 Exhibit A (con't.) LIVID Service Area Monthly Cost Contract Amount Annual Cost (18 months) 2008-1 Major Thouroughfare Medians $ 1,895.00 $ 22,740.00 $ 34,110.00 Zone 27 Circle J Ranch $ 2,590.00 $ 31,080.00 $ 46,620.00 Total: $ 53,820.00 $ 80,730.00 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND JEFF MAXWELL DESIGN Contract No. This AGREEMENT is entered into this _ day of between the CITY OF SANTA CLARITA, a municipal corporation and ("CITY") and JEFF MAXWELL DESIGN, a California Sole ("CONSULTANT"). 1. CONSIDERATION. 20_, by and general law city Proprietorship A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; and B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; and C. As additional consideration, CITY agrees to pay CONSULTANT on a month to month basis, a sum not to exceed seventy-four thousand, eight hundred eight dollars ($74,808) for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "A," which is incorporated by reference. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A," which is incorporated by reference. B. CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction Costs associated with curing the deficiencies will be borne by CONSULTANT. Revised 1/2011 Page I of 10 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. GK\ 1717YY[0041\MI1L1]Ili .14 A. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the CITY with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: Carefully investigated and considered the scope of services to be performed; and ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 8. TERM. The term of this Agreement will be from January 1, 2015 to June 30, 2016. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A." B. Termination as stated in Section 15. Revised 12011 Page 2 of 10 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: i. CONSULTANT furnishes proof of insurance as required under Section 22 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the CITY within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The CITY will extend the completion time, when appropriate, for the completion of the contracted services. 11. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 12. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 15. TERMINATION. A. CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. Revised 112011 Page 3 of 10 C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT'S own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section I(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 16. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or public CITY without CITY's prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 18. INDEMNIFICATION. CONSULTANT agrees to indemnify and hold CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of the performance of this agreement by CONSULTANT. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, arising out of performance by CONSULTANT of services rendered pursuant to this Agreement, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or costs incurred in defense otherwise. 19. ASSIGNABH.ITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. Revised 1/2011 Page 4 of 10 20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 22. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits Commercial general liability: $1,000,000 Professional Liability $1,000,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the Revised 12011 Page 5 of 10 insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the tern of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain coverage at CONSULTANT'S expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate. In the alternative, should CONSULTANT fail to meet any of the insurance requirements under this agreement. City may cancel the Agreement immediately with no penalty. G. Should CONSULTANT'S insurance required by this Agreement be cancelled at M point prior to expiration of the policy. CONSULTANT must notify City within 24 hours of receipt of notice of cancellation. Furthermore. CONSULTANT must obtain replacement coverage that meets all contractual requirements within 10 days of the prior insurer's issuance of notice of cancellation. CONSULTANT must ensure that there is no lapse in coverage. 23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: Jeff Maxwell Design 3300 Arden Avenue, Suite 130 Glendale, CA 91203 Attention: Jeff Maxwell If to CITY: City of Santa Clarita 23920 Valencia Boulevard., Suite 300 Santa Clarita, CA 91355 Attention: Dennis Luppens Revised 1/2011 Page 6 of 10 Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's Conflict of Interest Code (on file in the City Clerk's Office). It is incumbent upon the CONSULTANT or CONSULTING FIRM to notify the CITY pursuant to Section 25. NOTICES of any staff changes relating to this Agreement. A. In accomplishing the scope of services of this Agreement, all officers, employees and/or agents of CONSULTANT(S), unless as indicated in Subsection B., will be performing a very limited and closely supervised function, and, therefore, unlikely to have a conflict of interest arise. No disclosures are required for any officers, employees, and/or agents of CONSULTANT, except as indicated in Subsection B. Initials of Consultant B. In accomplishing the scope of services of this Agreement, CONSULTANT(S) will be performing a specialized or general service for the CITY, and there is substantial likelihood that the CONSULTANT'S work product will be presented, either written or orally, for the purpose of influencing a governmental decision. As a result, the following CONSULTANT(S) shall be subject to the Disclosure Category "1" of the CITY's Conflict of Interest Code: 27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 28. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 29. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. Revised 1/2011 Page 7 of 10 30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 31. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There is/are M (J) Attachment(s) to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 33. SEVERABH.ITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 34. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 35. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. Revised 1/2011 Page 8 of 10 40. PROTECTION OF RESIDENT WORKERS. The City of Santa Clarita actively supports the Immigration and Nationality Act (INA), which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Under the INA, employers may hire only persons who may legally work in the United States (i.e., citizens and nationals of the U.S.) and aliens authorized to work in the U.S. The employer must verify the identity and employment eligibility of anyone to be hired, which includes completing the Employment Eligibility Verification Form (I-9). The CONSULTANT shall establish appropriate procedures and controls so no services or products under the Contract Documents will be performed or manufactured by any worker who is not legally eligible to perform such services or employment. [SIGNATURES ON NEXT PAGE] Revised 12011 Page 9 of 10 IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first hereinabove written. FOR CONSULTANT: m Print Name & Title Date: FOR CITY OF SANTA CLARITA: KENNETH W. STRIPLIN, CITY MANAGER City Manager Date: ATTEST: By: City Clerk Date: APPROVED AS TO FORM: JOSEPH M. MONTES, CITY ATTORNEY By: City Attorney Date: Revised 12011 Page 10 of 10 City of Santa Clarita Administrative Services 23920 Valencia Blvd., Suite 260 Santa Clarita, CA 91365 EXUMff LANDSCAPE CONSULTANT SCOPE OF SERVICES The Landscape Consultant, hereinafter called "Consultant" shall provide landscape monitoring, observation and/or *inspection services for the City Landscape Maintenance Districts. It is the Consultant's responsibility to observe and report whether the Landscape Maintenance Contractor (Contractor) is in compliance with the landscapo, irrigation and related provisions of the Contractor's maintenance contract with the City (Contract and Bid Specifications) and bring any items that are not in compliance to the City's attention. It is also the Consultant's responsibilityto observe and report whether all LMD areas meet the requirements of the CC&R's, easements, and contracts, with respect to an acceptable level of aesthetics and maintenance of the facilities and amenities within the LMD areas. The LMD Manual will be provided to the Consultant and said LMD Manual consists of: 1. LMD Zones and Maps 2. Inspection — Scope of Services 3. Streets and Highways Code . 4. Document Summary Summary of Documents Calsense Controller Policy 5. Purchasing Policy Work Authorization Policy Extra Work Authorization Policy Quick Reference 6. Policies and Procedures for New Zones 7, Landscaping Information 8. Landscape Maintenance Contract 9. Landscape Inspection Standards 10. A copy of the Request for Proposal IT -08-09-03 The services of Consultant pursuant to this agreement shall be consistent with the provisions of the LMD Manual. When necessary, the Consultant is toprovide the Contractor with adetailed deficiencylist, indicating Contract deficiencies and locations, as provided for in the maintenance Contract. The Consultant shall notify the contractor to perform all work, per the requirements ofthe Contract. The Consultant will also assist in identifying non -contract items requiring attention/action. T eeConsultantshallmeetbiweekly;ataminimum,withtheContractor,toreviewtheContractor's- overall performance, discuss areas ofpossible improvement in the maintenance program, and discuss possible modifications in the plant population of the LMD areas. The contract requires all areas to WaNtA be walked on a monthly basis, unless other arrangements are made with the City's LMD Administration Staff. Substantial improvements can be made by reviewing and modifying existing plant material, resulting in better adaptation to climatic conditions, longer plant life, less wateruifiege, and a more aesthetically pleasing planted area. The Consultant is responsible for making those determinations and recommendations to the City. The Consultant shall monitor, observe and "inspect the LMD areas to determine if the deficiencies hAve been properly addressed. This is an ongohig process, which is necessary to ensure that maintenanceof the LMD areas is performed satisfactorily. The Consultant is responsible to acquire and forward from the Contractors, all estimates and proposalsrequired to have the maintenance and enhancement work completed. It is the Consultant's responsibilityto verify that all items on thelist are completed. The Consultant shall provide the City a list of non -contract items for the routine maintenance and general improvementstupgrades to the areas. The list shall include all items to bring the irrigationup to industry (City) standards. The list shall include plant replacement and any repairs to hardscape, wrought iron, and other amenities. The Consultant is responsible for discussing any items with City staff to review the budget, establish a plan and timeframe fbr completion, and track all items on the list until they are completed. The Consultant shall meet with City's LMD Administration Staff and/or the Contractors as needed, to review the Contractor's performance, discuss the maintenance problems in specific areas that have been observed, and resolve homeowner complaints received by the City and the consultant. • Replacement of lighting fixtures for parks, pascos, tunnels and monument signs. • Irrigation systems for upgrade and repair. • Landscaped areas for maintenance, removal or modification • Areas where slope or drainage problems are occurring. • Areas where erosion needs to be addressed. • Areas in which extensive frost damage has occurred. • Areas where insect or animal infestation is present. • Brush areas during fire seasons (trails and slopes). • All repairs made by Contractoror other authorized parties to hardscape, wrought iron, and other amenities. • Reviewing and assessing vandalism. • Plan checking and plan preparation. • Any other services as requested by the LMD Administration Staff or any other division of the City. • If required attending evening Homeowners Association meetings with Special District Administration staff. • Use the City of Santa Clarita, CRM system to open and track service requests. Open and close CRM service requests in a timely manner. 'Me -Consultant shall meet with City LM D AdministrationStaffand the maintenance contmetors as -- -- needed to review the completion of work and monthly performance. Fxhbil A Consultant must be available 24 hours a day for emergencies or must make arrangements for other staff or personnel to be available. The following are designated as emergencies: • Stuck valve (water valve continues to run and will not shut ofd. • Broken mainline (water main runs and cannot be shut oft). • Backflow prevention device gushing (water device continues to leak heavily). • Fallen tree over walkway or garage, house or street. HOMEOWNER COMPLAINT QR QUESTIONS Throughout the course of the year, a number of homeowners call the management company or the City with complaints, problems, questions, or suggestions, concemingthe common areas. Examples of the issues raised by homeowners include: • Views blocked by plants and/or trees planted in the common areas. • Irrigation problems near a homeowner's residence. • Animal infestation in the common areas affecting residences. • Dead or unhealthy plants and trees in the common areas. • Concerns about soil erosion in the slope areas. • Reports of vandalism or damage in the common areas. • Fallen trees in the common area and in residential yards. • Complaints and/or suggestions for the common area and park. • Any other problems or questions related to the Landscape Maintenance Districts Complaints or questions regarding LMD's received by the City or management company are forwarded to the Consultant and/or Contractor for resolution. The Consultant must contact each resident that submits a request for service. The Consultant must determine the appropriate course of action, advise the homeowner ofthe prognosis, and keep them informed until the work is competed. it may take anywhere from 10 minutes to several hours of investigating, reviewing, reporting, and resolving the homeowner issues. Each call must be addressed on an individual and professional basis. The issues raised by homeowners often necessitate a response in written form, or may lead to extensive testing and research. GENERAL REOUMMENTS Consultants are independent contractors and must provide their own trazrsportation, clerical support, pagers, phones, faxes, computers, office space, storage for plans, etc. Consultant will interpret the Contract and Bid Specifications in the interest of the City First. The contract is held between the City Special Districts Division and the Contractor. If the contractor is not in agreement with the terms of the contract; then it is the responsibility of the contractor representative to bring it to the attention of the City. The Special Districts Division will then review interpret and send out its findings. "Consultant shall at all times avoid conflict of interest or appearance of conflict of interest with the interest of the City first in the performance of this agreement". *Inspection refers to the duties identified and the items required to be inspected per the BNI Public Works Inspectors manual. A CSI License is not required. Exr"bR A City of Santa Clarita Landscape Maintenance Districts Monthly Monitoring Services Company: Jeff Maxwell Design (JMD) Contract 14-00402 Exhibit A (con't.) LIVID Service Area Monthly Cost Annual Cost Contract Amount (18 months) T-2 Old Orchard $ 686.00 $ 8,232.00 $ 12,348.00 T-3 Valencia Hills $ 653.00 $ 7,836.00 $ 11,754.00 T-4 Valencia Meadows $ 512.00 $ 6,144.00 $ 9,216.00 T-5 Valencia Glen $ 537.00 $ 6,444.00 $ 9,666.00 T-6 South Valley $ 250.00 $ 3,000.00 $ 4,500.00 T-7 Central & North Valley $ 1,518.00 $ 18,216.00 $ 27,324.00 Total: $ 49,872.00 $ 74,808.00