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Inside Plants, Inc. A2013-44C4 ULIo 11A June 6, 2017 Inside Plants Attn: Heddy Salerno 2045 California Avenue, Unit 105 Corona, CA 92881 RE: Extension of Termination Date for Agreement A2013-044 Indoor Plant Maintenance at City Hall Dear Ms. Salerno, 14000 City Center Drive Chino Hills, CA 91709 (909) 364-2600 www. d�2e�'G- . ON On June 6, 2017 the City Manager of the City of Chino Hills authorized execution of Agreement No. A2013-044, with Inside Plants for indoor plant maintenance at City Hall. This letter serves as notification that the termination date has been extended until June 30, 2018. All other provisions of the agreement remain in effect. Should you have any questions regarding this notification, please contact Mary Grunder at (909) 364-2816. Sincerely, Konradt Bartlam City Manager KB:cb cc: City Clerk's Office Finance Department Public Works Department cl eawd. - Art Bennett ■ Ed M. Graham ■ Ray MargUez ■ Cynthia Moran ■ Peter J. Rogers Gni a' Claw �✓iEPa June 1, 2016 Heddy Salerno Inside Plants 2045 California Avenue, Unit 105 Corona, CA 92881 RE: Extension of Termination Date for Agreement No. A13-44 Indoor Plant Maintenance Dear Ms. Salerno: 14000 City Center Drive Chino Hills, CA 91709 (909) 364-2600 /. '.11 www. . On July 1, 2013, the City Manager of the City of Chino Hills authorized execution of Agreement No. A13-44 with Inside Plants to provide maintenance of indoor plants for the City of Chino Hills. This letter serves as notification that the termination date has been extended until June 30, 2017. All other provisions of the agreement remain in effect. Should you have any questions regarding this notification, please contact Mary Grunder at (909) 364-2816. Sincerely, Konradt Bartlam City Manager KB:cb cc: City Clerk's Office Finance Department Public Works Department 64 Com.' Art Bennett • Ed M. Graham • Ray Marquez • Cynthia Moran • Peter J. Rogers J3 AGREEMENT NO. A13 - FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF CHINO HILLS AND INSIDE PLANTS, INC. THIS AGREEMENT, made and entered into this 1st day of July, 2013, between the CITY OF CHINO HILLS, a municipal corporation, hereinafter referred to as "City" and INSIDE PLANTS, INC. hereinafter referred to as "Contractor". In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. SCOPE OF SERVICES. Contractor agrees to perform the services set forth in Exhibit A "SCOPE OF SERVICES" attached hereto and made a part hereof. Contractor shall submit its work to the City for its review after completing each phase of the project as described in Exhibit A, or when otherwise requested by the City. Contractor shall, at its own cost, make any revisions of its own work as required by the City and re -do, at its own cost, any work which the City finds unsatisfactory due to Contractor's or subcontractor's errors or omissions. Contractor represents and warrants that it has the qualifications, experience and facilities to properly perform said services in a thorough, competent and professional manner and shall, at all times during the term of this Agreement, have in full force and effect, all licenses required of it by law. Contractors shall begin its services under this Agreement on July 1, 2013. -1- lit 2. STATUS OF CONTRACTOR. Contractor is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Contractor shall not disseminate any information or reports gathered or created pursuant to this Agreement without the prior written approval of City except information or reports required by government agencies to enable Contractor to perform its duties under this Agreement. 3. CONTRACTOR'S KNOWLEDGE OF APPLICABLE LAWS. Contractor shall keep itself informed of applicable local, state and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Contractor shall observe and comply with all such laws and regulations affecting its employees. City and its officers and employees, shall not be liable at law or in equity as a result of any failure of Contractor to comply with this section. -2- 4. COMPENSATION AND METHOD OF PAYMENT. Compensation to the Contractor shall be as set forth in Exhibit B attached hereto and made a part hereof. Payments shall be made within thirty (30) days after receipt of each invoice as to all undisputed fees. If the City disputes any of Contractor's fees it shall give written notice to Contractor within 30 days of receipt of an invoice of any disputed fees set forth on the invoice 5. ADDITIONAL SERVICES OF CONTRACTOR. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the City Manager. Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Contractor at the time City's written authorization is given to Contractor for the performance of said services. 6. TERMINATION OF AGREEMENT. This Agreement may be renewed annually, but will terminate on June 30, 2014, unless otherwise extended in advance and in writing by the City Manager. This Agreement may be terminated with or without cause by either party upon 30 days written notice. In the event of such termination, Contractor shall be compensated for non -disputed fees under the terms of this Agreement up to the date of termination. -3- 7. DEFAULT. In the event that Contractor is in default of any of the provisions of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Contractor. 8. INDEMNIFICATION. Contractor is an independent contractor and shall have no authority to bind City nor to create or incur any obligation on behalf of or liability against City, whether by contract or otherwise, unless such authority is expressly conferred under this agreement or is otherwise expressly conferred in writing by City. City, its elected and appointed officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees") shall have no liability to Contractor or to any other person for, and Contractor shall indemnify, defend, protect and hold harmless the Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims"), which the Indemnitees may suffer or incur or to which the Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of or allegedly caused by the performance or failure to perform by Contractor of Contractor's services under this agreement or the negligent or willful acts or -4- omissions of Contractor, its agents, officers, directors or employees, in performing any of the services under this agreement. If any action or proceeding is brought against the Indemnitees by reason of any of the matters against which Contractor has agreed to indemnify the Indemnitees as above provided, Contractor, upon notice from the CITY, shall defend the Indemnitees at Contractor's expense by counsel acceptable to the City. The Indemnitees need not have first paid any of the matters as to which the Indemnitees are entitled in order to be so indemnified. The insurance required to be maintained by Contractor under paragraph 15 shall ensure Contractor's obligations under this paragraph 14(b), but the limits of such insurance shall not limit the liability of Contractor hereunder. The provisions of this paragraph 14(b) shall survive the expiration or earlier termination of this agreement. The Contractor's indemnification does not extend to Claims occurring as a result of the City's negligent or willful acts or omissions. 9. INSURANCE. A. Insurance Requirements. Contractor shall provide and maintain insurance acceptable to the City Attorney in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives or employees. -5- Insurance is to be placed with insurers with a current A.M. Best's rating of no Tess than A:VII. Contractor shall provide the following scope and limits of insurance: (1) Minimum Scope of Insurance. Coverage shall be at least as broad as: (a) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (b) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. (c) Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the Contractor and all risks to such persons under this Agreement. (2) Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than: (a) 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 limit is used, either the general aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate limit shall be twice the required occurrence limit. -6- (b) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (c) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. B Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: (1) All Policies. Each insurance policy required by this paragraph 15 shall be endorsed and state the coverage shall not be suspended, voided, canceled by the insurer or either party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to the City. (2) General Liability and Automobile Liability Coverages. (a) City, its officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs, products and completed operations of Contractor; premises owned, occupied or used by Contractor, or automobiles owned, leased or hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, or employees. -7- (b) Contractor's insurance coverage shall be primary insurance as respect to City, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by City, its officers, officials, employees or volunteers shall apply in excess of, and not contribute with, Contractor's insurance. (c) Contractor'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. (d) Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (3) Workers' Compensation and Employer's Liability Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, employees and agents for losses arising from work performed by Contractor for City. C. Other Requirements. Contractor agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Contractor furnish City with copies of original endorsements effecting coverage required by this Section. The -8- certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. (1) Any deductibles or self-insured retentions must be declared to and approved by 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 Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. (2) The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. 10. NONDISCRIMINATION/NONPREFERENTIAL TREATMENT STATEMENT. In performing this Agreement, the Parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply, to the fullest extent allowed by law, with all applicable local, state and federal laws relating to nondiscrimination. 11. UNAUTHORIZED ALIENS. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101, et seq.), as amended; and in connection therewith, shall not -9- employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Contractor hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith. 12. ENTIRE AGREEMENT. This Agreement is the complete, final, entire and exclusive expression of the Agreement between the parties hereto and supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representations by any party which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. 13. GOVERNING LAW. The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the San Bernardino County Superior Court. 14. MODIFICATION OF AGREEMENT. The terms of this Agreement can only be modified in writing approved by the City Council and the Contractor. -10- The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void. 15. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of his/her/their corporation and warrants and represents that he/she/they has/have the authority to bind Contractor to the performance of its obligations hereunder. 16. NOTICES. Notices shall be given pursuant to this Agreement by personal service on the party to be notified, or by written notice upon such party deposited in the custody of the United States Postal Service addressed as follows: City. Attention: City Clerk City of Chino Hills 14000 City Center Drive Chino Hills, California 91709 Contractor. Attention: Heddy Salerno Inside Plants, Inc. 2045 California Avenue, Unit 105 Corona, CA 92881 The notices shall be deemed to have been given as of the date of personal service, or three (3) days after the date of deposit of the same in the custody of the United States Postal Service. -11- 17. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Scope of Work B. Exhibit B: Compensation 18. SEVERABILITY. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of the other provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. INSIDE PLANTS, INC. By a(.01_,L) H-ddy Salerno Title h_e_����'�'� CITY OF CHINO HILLS Michael S. Fleager, City Manager -12- EXHIBIT A Scope of Services 1. Provide a plant maintenance service which includes all watering, fertilizing, dusting, shining, pruning, and pest control. 2. Replace any plant which is being maintained by Inside Plants, Inc. that dies or fails to maintain a healthy appearance with a new plant at NO CHARGE as long as the agreement is in effect. a. This applies immediately to plants purchased from INSIDE PLANTS, INC. b. This replacement feature does not apply to plants that have been moved from their original placement. Exterior and personal plants are excluded from the replacement feature. c. Replacement plants will be relatively the same size and type of plant that was initially installed. d. If a replacement program is included for flowering plants, they will be excluded from the replacement feature except during the regularly scheduled rotation. -13- EXHIBIT B Compensation For services rendered, City shall pay a sum of $307.00 per month to be billed monthly continuing until the agreement is cancelled or amended.