CONTRACT 4075 License Agreement CLOSEDLICENSE AGREEMENT BETWEEN THE
CITY OF EL SEGUNDO AND
TREE MUSKETEERS
THIS LICENSE is made and executed this 1St day of March, 2010, between the
CITY OF EL SEGUNDO, a municipal corporation ( "CITY "), and TREE MUSKETEERS,
a non profit organization ( "Corporation ").
1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses TREE MUSKETEERS to
use, on the terms and conditions in this License, a portion of the real property located
within CITY's park described as Washington Park between Maple and Mariposa Ave.
( "Property "). The exact location of the Property is depicted on the map attached as
Exhibit 'A" and incorporated by reference. CITY's action is not, and should not be
construed to be, a conveyance of a property interest or a lease; it is a license to
maintain property only.
2. USE OF PROPERTY.
A. TREE MUSKETEERS may enter the Property for the purpose of
improving and maintaining the Property to benefit the community.
Permitted activities include planting and maintaining approved
landscaping and related uses (collectively, "Arbor Day Planting Project ").
B. CITY may change, amend, or terminate TREE MUSKETEERS's use of
the Property at any time, and in its sole discretion verbally or in writing.
3. CONSIDERATION.
A. As partial consideration, TREE MUSKETEERS agrees to perform the
work listed in the SCOPE OF SERVICES attached as Exhibit B hereto and
incorporated herein by this reference;
B. As additional consideration, TREE MUSKETEERS and CITY agree to
abide by the terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay TREE MUSKETEERS a
sum not to exceed fourteen thousand nine hundred eighty -two dollars
($14,982.00) for services performed by TREE MUSKETEERS to the
extent that South Coast Air Quality Management District ( "SCAQMD ")
compensates the City for each item set forth in the SCOPE OF
SERVICES attached as Exhibit "B" hereto and incorporated herein by this
reference, pursuant to that certain Contract between the City and
SCAQMD dated March 1, 2010 regarding a Tree Planting Partnership.
TREE MUSKETEERS understands that SCAQMD reserves the right to
disallow charges when the invoiced services are not performed
satisfactorily in SCAQMD's sole judgment, Find such disallowances, if any,
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40 7 5 ® ,gip;
must result in a corresponding lower payment to TREE MUSKETEERS.
CITY may modify this amount as set forth below. As additional
consideration, CITY agrees to issue the license to TREE MUSKETEERS
as set forth above;
4. TREE MUSKETEERS RESPONSIBILITIES. In return for CITY's permission to use
the Property for the Project, TREE MUSKETEERS agrees as follows:
A. That it will perform the services in Exhibit "B" by the timelines indicated
therein in a professional manner, and 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. Further, TREE MUSKETEERS must prepare an invoice showing
services performed and a detailed description of how the funds were
expended with supporting documents, including, but not limited to, paid
receipts (purchased trees must have Latin names), evidence of
completion of installation site, and time sheets for students employment.
B. That its volunteers will sign the Waiver Form attached as Exhibit "C" and
incorporated herein by this reference before such persons enter onto the
Property. Waiver Forms must be submitted to CITY before work
commences on the Property. In addition, TREE MUSKETEERS must
submit landscaping plans to CITY for approval and maintain the Property
in a manner that does not impair pedestrian traffic. CITY may inspect the
Property at any time and remove any landscaping, or take an appropriate
action, to protect public health and safety. TREE MUSKETEERS
understands and agree that it will not have any recourse for damages that
may be sustained because of CITY's actions.
5. TERM. Except as provided in Section 6, the term of this License will be for from
March 1, 2010 to March 31, 2012 Unless otherwise determined by written amendment
between the parties.. .
6. TERMINATION.
A. As stated above, CITY may terminate this Agreement at any time with or
without cause, upon written or verbal notification. Termination will be
effective upon notification, unless CITY specifies otherwise.
B. TREE MUSKETEERS may terminate this Agreement at any time in writing
at least thirty (30) days before the effective termination date.
C. By executing this document, TREE MUSKETEERS waives any and all
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40'5 . 9
claims for damages that might otherwise arise from CITY's termination
under this Section.
7. ALTERATIONS. TREE MUSKETEERS will not make, or cause to be made, any
alterations to the property, or any part thereof, without CITY's prior written consent.
8. SIGNS. TREE MUSKETEERS will not place any sign upon the property without
CITY's prior written consent. TREE MUSKETEERSwill pay for all costs of any
approved signage and comply with all applicable sign codes and ordinances.
9. ASSIGNMENT. TREE MUSKETEERS will not be permitted to assign this License or
any interest therein.
10. INDEPENDENT CONTRACTOR. CITY and TREE MUSKETEERS agree that
TREE MUSKETEERS will act as an independent contractor and will have control of ail
work and the manner in which is it performed. TREE MUSKETEERS will be free to
contract for similar service to be performed for other employers while under contract
with CITY. TREE MUSKETEERS 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 TREE MUSKETTERS as to the details of doing the work or to
exercise a measure of control over the work means that TREE MUSKETEERS will
follow the direction of the CITY as to end results of the work only.
11. AUDIT OF RECORDS. TREE MUSKETEERS 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. TREE MUSKETEERS will retain such financial
and program service records for at least three (3) years after termination or final
payment under this Agreement.
12.
13. INDEMNIFICATION.
A. TREE MUSKETEERS will hold CITY harmless and free from any and all
liability arising out of this Agreement, or its performance, except for such
loss or damage arising from CITY's sole negligence or willful misconduct.
Should CITY be named in any suit, or should any claim be against it, by
suit or otherwise, whether the same be groundless or not, arising out of
this Agreement, or its performance, pursuant to this Agreement, TREE
MUSKETEERS will defend CITY (at CITY's request and with counsel
satisfactory to CITY) and will indemnify it for any judgment rendered
against it or any sums paid out in settlement or otherwise.
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4075.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. TREE MUSKETEERS expressly agrees that this release, waiver, and
indemnity agreement is intended to be as broad and inclusive as is
permitted by the law of the State of California and that if any portion is
held invalid, it is agreed that the balance will, notwithstanding, continue in
full legal force and effect.
D. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
E. The requirements as to the types and limits of insurance coverage to be
maintained by TREE MUSKETEERS as required by Section 14 below,
and any approval of said insurance by CITY, are not intended to and will
not in any manner limit or qualify the liabilities and obligations otherwise
assumed by TREE MUSKETEERS pursuant to this Agreement, including
but not limited to the provisions concerning indemnification.
14. INSURANCE.
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, TREE MUSKETEERS 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
Commercial general liability
Workers' compensation
Limits (combined single)
$1,000,000
Statutory requirement
B. Commercial general liability insurance will meet or exceed the
requirements of the most current ISO -CGL Form. 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
insurance will be on an "occurrence," not a "claims made," basis and will
not be cancelable except upon thirty (30) days prior written notice to CITY.
C. TREE MUSKETEERS will furnish to CITY duly authenticated Certificates
of Insurance and Endorsements 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
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4075
time. Insurance must be placed with insurers with a current A.M. Best
Company Rating equivalent to at least a Rating of "A:VII."
15. COMPLIANCE WITH LAW. TREE MUSKETEERS will, at its sole cost and expense,
comply with all of the requirements of all federal, state, and local authorities now in
force, or which may hereafter be in force, pertaining to the Property and will faithfully
observe in the use of the Property all applicable laws. The judgment of any court of
competent jurisdiction, or the admission of TREE MUSKETEERSin any action or
proceeding against TREE MUSKETEERS, whether CITY be a party thereto or not, that
TREE MUSKETEERShas violated any such ordinance or statute in the use of the
Property will be conclusive of that fact as between CITY and TREE MUSKETEERS.
16. BREACH OF AGREEMENT. The violation of any of the provisions of this License
will constitute a breach of this License by TREE MUSKETEERS, and in such event said
License will automatically cease and terminate.
17. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of
this License will not constitute a waiver of any further breach of the same or other term
of this License.
18. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest
to TREE MUSKETEERS. Except for areas restricted because of safety concerns, CITY
and the general public will have unrestricted access upon the Property for all lawful
acts.
19. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession
of all or substantially all of the assets of TREE MUSKETEERS, or a general assignment
by theTREE MUSKETEERSfor the benefit of creditors, or any action taken or offered by
TREE MUSKETEERSunder any insolvency or bankruptcy action, will constitute a
breach of this License by TREE MUSKETEERS, and in such event said License will
automatically cease and terminate.
20. NOTICES. Except as otherwise expressly provided by law, all notices or other
communications required or permitted by this License or by law to be served on or given
to either party to this License by the other party will be in writing and will be deemed
served when personally delivered to the party to whom they are directed, or in lieu of
the personal service, upon deposit in the United States Mail, certified or registered mail,
return receipt requested, postage prepaid, addressed to
TREE MUSKETEERS at:
305 RICHMOND ST
EL SEGUNDO, CA 90245
or to CITY at:
City of El Segundo
350 Main St.
El Segundo, CA 90245
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4075. 3
Either party may change its address for the purpose of this Section by giving written
notice of the change to the other party.
21.ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that 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.
22. GOVERNING LAW. This Agreement has been made 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 Ventura County.
23. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole
agreement between CITY and TREE MUSKETEERS respecting the Property, the use
of the Property by TREE MUSKETEERS, and the specified License term, and correctly
sets forth the obligations of CITY and TREE MUSKETEERS. Any agreement or
representations respecting the Property or its licensing by CITY to TREE
MUSKETEERS not expressly set forth in this instrument are void.
24. CONSTRUCTION. The language of each part of this Agreement will be construed
simply and according to its fair meaning, and this Agreement will never be construed
either for or against either party.
25. 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 agreement. CITY's city manager, or designee, may execute any such
amendment on behalf of CITY.
26. COUNTERPARTS. This Agreement may be executed in any number or
counterparts, each of which will be an original, but all of which together will constitute
one instrument executed on the same date.
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO
a general law city and municipal corporation.
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ATTEST:
Cindy Mort n, `
City Clerk
APPROVED AS TO FORM:
Mark D. Hensley, City Attorney
f1
By:
r rl erger, �`` .
Assistant City Attorney �� ✓� � ,�
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4075.6
EXHIBIT B
ATTACHMENT I
Scope of Services
The goals of this contract are to increase the benefits trees provide in reducing criteria
and toxic air pollutants along with greenhouse gases. The key objectives are to plant and
establish a total of 154 15 -gal. bucket to a maximum size of a 24" box trees (131 Western
Redbud, 9 Prunus Lyonii, 10 Cercis Occidentalis) in Washington Park within the City of
El Segundo, and to maintain the trees during the 24 -month performance period. Other
objectives include hiring 6 students at a rate of $8 /hour for a total of 480 hours and
conducting community education and outreach to promote the tree planting project and to
inform residents about the value and benefits of the project. Garnering community buy -in
for the project will help ensure the long -term survival of the newly planted trees.
Specific Tasks
1) Tree Musketeers shall perform project as proposed in their application. Specifically:
• Hire 6 students for a total of 480 hours for this project at a rate of $8 /hr.
• Plant 122 Western Redbud and 32 Catalina Cherry within the first 12month
performance period and provide maintenance /pruning for these 154 trees as outlined in
the time schedule for milestones.
• Conduct community education and outreach to promote the tree planting project and
inform residents about the value and benefits of the project. Prior to being distributed, all
Tree Partnership promotional material must have approval of the AQMD.
• Tree Musketeers shall provide replacement trees for dead or dying trees as needed
during the entire performance period.
• Tree Musketeers shall provide invoices, students' timesheets, quarterly reports, and
budget and status reports as described in Attachment IA - Deliverables and Attachment 11
— Payment Schedule.
Time Schedule
Month /Year Activity
January - Febr_uary 2010 Contract execution; finalize initial site. map for tree planting.
March 2010 - April 2010 Procure trees and supplies; hire students and plant 154 trees.
March 2010 - April 2010 Education and outreach activities.
April 2010 - March 2012 Maintain trees planted in prior months, replacement trees for
dead or dying trees as needed.
March 2012 Project shall be evaluated and a final report shall be
submitted to AQMD within 60 days.
2) AMOUNT OF AWARD AND SCHEDULE OF PAYMENTS:
The total amount of award is up to $14,982 payable as described in Attachment l l —
Payment Schedule.
3. TERM OF AWARD:
407 5.,,,
Funds are to be applied to expenses incurred and paid for the period from the date of
contract execution to March 31, 2012. This term may be extended if the City of El
Segundo staff, based on documentation provided by Tree Musketeers, determines that the
project or program funded by this contract has successfully met its goals.
4. BUDGET AND STATUS REPORTS:
Funds from this award shall be expended according to the budget detailed in Attachment
11 Payment Schedule. Tree Musketeers shall provide the City of El Segundo with periodic
written status reports. The quarterly reports and status and budget reports shall include:
(1) Summaries of activities conducted during the grant period
(2) Budget report and accounting for all disbursements.
3) The final report shall also include a section evaluating the benefits of this project. The
due dates for such written reports are as follows:
Quarterly Reports due June 15, September 15, and December 15
2010, and March 15, 2011
Status & Budget Report due March 15, 2011
Final Status & Budget Report due March 15, 2012
4075 ..,....AO
ATTACHMENT IA
DELIVERABLES
In addition to the deliverables set forth in the above - referenced statement of work,
Tree Musketeers shall supply the following reports to the City of El Segundo under this
Contract. Each submitted report shall be stapled, not bound, printed in black ink, double -
sided type, on an 8 -1/2 by 11 inch page.
1. Two stapled copies of a progress report due by March 15, 2011. Tree Musketeers
shall submit two copies of the progress report to in conjunction with any applicable
invoice for the same period. The progress report shall include, but not be limited to,
the following:
a. Reference to AQMD contract number and title of project.
b. Reporting time period (months, year).
c. Description of work completed during the reporting period ", including a
discussion of any problems encountered and how those problems were resolved;
and other relevant activities. Include information such as:
- Number, type, and size of trees planted.
- Detailed information such as addresses and maps as to where work occurred.
- Number and hour of students employed, including students' name, contact
information, and students' timesheets with signatures.
• Discussion of educational and outreach activities.
- Color photographs are strongly encouraged to be submitted in a digital format,
such as .ppt, .tif, .jpg on a CD of the work completed.
2. Two stapled copies of a final report due by March 15, 2012. This document shall be
considered in the public domain, in conformance with the California Public Records Act
(Government Code Section 6250 et seq.). The final report shall include, but not be
limited to, the following:
a. Reference to AQMD contract number and title of project.
b. Detailed information such as addresses and maps as to where work occurred ".
c. An estimate of the survival rate of the planted trees over the project period.
d. Problems - a discussion of significant problems encountered during the project
and how they were resolved.
e. Color photographs are strongly encouraged to be submitted in a digital format,
such as .ppt, .tif, .jpg on a CD of the work completed.
ATTACHMENT 2
COSTSCHEDULE
Project Cost
4075•.-
The total contract not -to- exceed amount is $27,692, whereas $14,982 is for Tree
Musketeers and $12,710 will reimburse the City's cost for Trees, Supplies, and Site Prep.
Payment Schedule breakdown:
ITEM
Not -to- Exceed Cost
Estimated Payment Schedule
Procure 154 trees (15 -gal bucket or 24"
box):
131 Western Redbud
9 Prunus Lyonii
10 Cercis Occidentalis
$6,930
Quarterly until March 2011
Supplies
$1,041
Quarterly until March 2011
Equipment
$2,236
Quarterly until March 2011
Outreach expenses
$3,960
Quarterly until March 2011
Project management
$6,365
Quarterly until March 2011
Maintenance
$ 2,160
Quarterly until March 2011
Other Direct Costs (site preparation)
$5,000
Quarterly until March 2011
TOTAL AMOUNT FROM AQMD
$27,692
4075.,..19
ATTACHMENT 2
COST SCHEDULE
Project Cost
The total contract not -to- exceed amount is $27,692, whereas $14,982 is for Tree
Musketeers and $12,710 will reimburse the City's cost for Trees, Supplies, and Site Prep.
Payment Schedule breakdown:
ITEM
Procure 154 trees (15 -gal bucket or 24"
box):
131 Western Redbud
9 Prunus Lyonii
10 Cercis Occidentalis
Supplies
LquipmenL
Outreach expenses
Project management
Maintenance
Other Direct Costs (site prep
TOTAL AMOUNT FROM
Not -to- Exceed Cost I Estimated Payment Schedule
$6,930
Quarterl
until March 2011
$1,041
Quarterl
until March 2011
$2,236
Quarterl
until March 2011
$3,960
uarterl
until March 2011
$6,365
Quarterl
until March 2011
$ 2,160
Quarterl
until March 2011
$5,000
Quarterl
until March 201 1
$27,692