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AGREEMENT FOR MAINTENANCE SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
PS TREE SERVICE & MAINTENANCE
This Agreement for Maintenance Services (“Agreement”) is entered into as of _July 1st, 2025 (“Effective Date”) between the City of Cathedral City, a municipal corporation (“ City”) and PS Tree Service & Maintenance, a company (“Contractor”) (collectively the “Parties”). In consideration of the mutual promises and covenants made by the parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES
1.1 Term. Subject to the provisions of Section 8 [Termination] of this Agreement, the term of this Agreement is for two (2) years commencing on the Effective Date (“ Term”), with the option to extend the agreement for two (2) years, in one (1) year increments.
1.2 Contractor Services . Subject to the terms and conditions of this Agreement, Contractor agrees to perform for City those services specified in the Scope of Services attached hereto and incorporated herein by reference as Exhibit “A” [Scope of Services] (“ Services”).
Contractor agrees to furnish, for the compensation provided for herein, all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform and complete the Services. The Services shall be subject to inspection and approval by City.
Contractor agrees to work closely with City staff in the performance of the Services and shall be available to City’s staff and consultants at all reasonable times.
1.3 Extra Work. Contractor shall not be compensated for any work or services rendered in connection with its performance of this Agreement, which are in addition to or outside of the Services (“Extra Work ”), except as expressly provided for herein. It shall be Contractor’s responsibility to ensure that the scope and price of any Extra Work to be performed by Contractor is approved by City in writing in advance of Contractor’s commencement of the Extra Work in accordance with Section
9.10 [Amendments] and Section 9.19 [Administration and Implementation]. City shall not be obligated to pay for or otherwise be liable for unauthorized Extra Work performed by Contractor.
1.4 Schedule of Performance . Contractor agrees to diligently perform and complete the Services in accordance with the schedule of performance attached hereto and incorporated herein by reference as Exhibit “B” [Schedule of Performance] (“ Schedule of Performance ”). Modifications to the Schedule of Performance must be agreed upon in writing in advance by the City Manager pursuant to Section 9.19 [Administration and Implementation] and Contractor.
1.5 General Warranty. Contractor warrants all Services under this Agreement (which for purposes of this Section shall be deemed to include unauthorized Extra Work which has not been removed and any non -conforming materials incorporated into the Services) to be of good quality and free from any defective or faulty material and workmanship. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Services, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City.
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1.6 Repair of Defects . Contractor agrees that for a period of one (1) year from and after final acceptance of the Services, or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Services, whichever is later, Contractor shall within ten (10) days after being notified in writing by City of any defect in the Services or non-conformance of the Services, commence and prosecute with due diligence all work and services necessary to fulfill the terms of the warranty at its sole cost and expense. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work, facilities, fixtures, or materials damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective Services. For any Services so corrected, Contractor's obligation hereunder to correct defective Services shall be reinstated for an additional one -year period, commencing with the date of acceptance of such corrected Services. Contractor shall perform such tests as City may require verifying that any corrective actions are adequate to remedy the defective condition. In the event the Contractor fails to perform its obligations under this Section to the reasonable satisfaction of City, then City shall have the right to correct and replace any defective, non -conforming, or damaged Services at Contractor's sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand.
1.7 Contractor’s Representative. Contractor hereby designates the representative named in Exhibit “D” [Representatives], or his or her designee, to act as its representative for the performance of this Agreement (“ Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. Contractor’s Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
1.8 Contract Documents. The following documents shall be referred to collectively as the "Contract Documents," each of which is incorporated into and made part of this Agreement by reference:
Approved and fully executed change orders (if any)
Addenda (if any)
This Agreement
All exhibits to this Agreement
Notice Inviting Bids
Instructions to Bidders, and any documents referenced therein Bid Forms (including Contractor’s Bid Schedule)
Payment and Performance Bonds, if required
The Contract Documents are intended to be complementary, and a requirement in one document is as effective as if it appeared in all of the Contract Documents. In the event of a conflict between any of the Contract Documents, the documents shall be given effect in the order set forth above.
SECTION 2. COMPENSATION AND METHOD OF PAYMENT
2.1 Compensation. City shall pay to Contractor for non -disputed Services rendered the compensation set forth in Exhibit “C” [Compensation] attached hereto and incorporated herein by reference. Total compensation to Contractor for the Services shall not exceed the total price or “not to exceed” amount set forth in Exhibit “C,” without the prior written approval of City in accordance with Section 9.10 [Amendments] and Section 9.19 [Administration and Implementation].
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2.2 Payment of Compensation . Contractor shall submit periodic (monthly or quarterly as specified in Exhibit “C”) invoices together with an itemized statement of Services provided. The statement shall describe the Services provided, the percent of work completed by item, together with such other reasonable detail and supporting documentation as may be required by the City Manager, or his/her designee. City will review the statement and pay, with the exception of any charges for work performed or expenses incurred by Contractor which are disputed by City, within 30 days of receiving such statement, all approved charges thereon. Payment by City shall release City from any further obligation for payment to Contractor, for S ervices performed or expenses incurred as of the date of the invoice. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defect in work performed by Contractor.
SECTION 3. RESPONSIBILITIES OF CONTRACTOR
3.1 Control and Payment of Subordinates; Independent Contractor . Contractor agrees that all Services shall be performed by Contractor or under its supervision. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under the Contractor’s exclusive direction and control. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City.
Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or 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. Neither Contractor, nor any of Contractor’s officers, employees or agents, shall obtain any rights to retirement, healthcare or any other benefits which may otherwise accrue to City’s employees.
Contractor expressly waives any claim Contractor may have to any such rights. Contractor shall make payments promptly, as due, to all persons supplying labor or materials for the Services .
Contractor shall not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished for the Services . If Contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a subcontractor by any person as such claim becomes due, City may pay such claim and charge the amount of the payment against funds due or to become due the Contractor. The payment of the claim in this manner shall not relieve Contractor or their surety from obligation with respect to any unpaid claims.
3.2 Standard of Care and Licenses . Contractor agrees that all Services shall be performed in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and warrants that it, its employees and subcontractors shall have sufficient skill and experience to perform the Services and that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained in good standing throughout the term of this Agreement.
3.3 Required Corrections . Contractor shall perform, at its own expense and without reimbursement from the City, any work necessary to correct errors or omissions that are caused by the Contractor’s failure to comply with the standard of care provided for herein.
3.4 Law and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Services, including all Cal/OSHA requirements, and shall give all notices required by law.
Contractor shall be liable for all violations of such laws and regulations in connection with Services.
3.5 Safety. Contractor shall perform the Services, and maintain its work area, so as to avoid injury or damage to any person or property and shall otherwise exercise all necessary
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precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.
3.6 Labor Code and Prevailing Wage Requirements.
3.6.1 Apprenticeable Crafts. To the extent applicable, Contractor shall comply with the provisions of Section 1777.5 of the Labor Code with respect to the employment of properly registered apprentices upon public works.
3.6.2 Hours of Work . Contractor shall comply with the legal days work and overtime requirements of Section 1813 of the Labor Code.
3.6.3 Payroll Records . In accordance with the requirements of Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Contractor shall make all such records available for inspection at all reasonable hours.
3.6.4 Prevailing Wage Laws. Contractor represents and warrants that it is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., (“ Prevailing Wage Laws ”), which require the payment of prevailing wage rates and the performance of other requirements on “Public Works” and “Maintenance” projects. If the Services are being performed as part of an applicable “Public Works” or “Maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and any location where the Services are performed.
3.7 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant , in any way, in the employment of persons to perform the Services in violation of any federal or state law prohibiting discrimination in employment, including based on the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, of any person, except as provided under California Government Code section 12940.
SECTION 4. INDEMNIFICATION
4.1 Indemnity. Except as to the sole negligence, active negligence, gross negligence or willful misconduct of City, Contractor expressly agrees to, and shall, indemnify, defend, release, and hold City, and its respective officials, officers, employees, agents, and contractors harmless from and against any Action, liability, loss, damage, entry, judgment, order, lien, and Costs and Expenses which arises out of, or are in any way related to, any act or omission of Contractor, or its officers, directors, employees, agents, or contractors, connected with the performance or failure to perform under this Agreement, notwithstanding that City may have benefited therefrom, or any challenge to this Agreement. This Section shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Contractor’s officers, directors, employees, agents and contractors, including but not limited to acts or omissions in any way related to, the release, treatment, use, generation, transportation, storage, or disposal in, on, under, to, or from the location at which work under this Agreement is performed of any Hazardous Substances by Contractor or its officers, directors, employees, agents, and subcontractors. The Parties expressly agree that any
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payment, or Costs and Expenses City incurs or makes to, or on behalf of, an injured employee under City’s workers’ compensation or other insurance, is included as a loss or Costs and Expenses for the purpose of this Section. City shall not be responsible for any acts, errors or omissions of any person or entity except City and its officers, agents, servants, employees or contractors. The Parties expressly agree that the obligations of Contractor under this Section shall survive the expiration or early termination of the Agreement.
4.2 Action. For purposes of this Agreement, “Action” shall mean any suit (whether legal, equitable, or declaratory in nature), proceeding or hearing (whether administrative or judicial), arbitration or mediation (whether voluntary, court -ordered, binding, or non -binding), or other alternative dispute resolution process, and the filing, recording, or service of any process, notice, claim, demand, lien, or other instrument which is a prerequisite or prelude to commencement of the Action.
4.3 Costs and Expenses . For purposes of this Agreement, “Costs and Expenses ” shall mean all costs and expenses, to the extent reasonable in amount, actually and necessarily incurred by a Party in good faith in the investigation, prosecution or defense of an Action, including, but not limited to, court costs, filing, recording, and service fees, copying costs, exhibit production costs, special media rental costs, attorney’s fees, consultant fees, fees for investigators, witness fees (both lay and expert), travel expenses, deposition and transcript costs, and any other costs or expenses, the award of which a court of competent jurisdiction may determine to be just and reasonable.
4.4 Hazardous Substances . For purposes of this Agreement, “Hazardous Substances” shall mean any and all of the following:
a. any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability arises for misuse, pursuant to the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. §6901, et seq.; the Toxic Substances Control Act, 15 U.S.C.S. §2601, et seq. ; the Clean Water Act, 33 U.S.C. §1251, et seq .; the Insecticide, Fungicide, Rodenticide Act, 7 U.S.C. §136, et seq.; the Superfund Amendments and Reauthorization Act, 42 U.S.C. §6901, et seq.; the Clean Air Act, 42 U.S.C. §7401, et seq.; the Safe Drinking Water Act, 42 U.S.C. §300f, et seq.; the Solid Waste Disposal Act, 42 U.S.C. §6901, et seq.; the Surface Mining Control and Reclamation Act, 30 U.S.C. §1201, et seq .; the Emergency Planning and Community Right to Know Act, 42 U.S.C. §11001, et seq.; the Occupational Safety and Health Act, 29 U.S.C. §§655 and 657; the Hazardous Waste Control Act, California Health and Safety Code (“H.&S.C.”) §25100, et seq .; the Hazardous Substance Account Act, H.&S.C.§25330, et seq .; the California Safe Drinking Water and Toxic Enforcement Act, H.&S.C. §25249.5, et seq .; the Underground Storage of Hazardous Substances, H.&S.C. §25280, et seq. ; the Carpenter -Presley- Tanner Hazardous Substance Account Act, H.&S.C. §25300, et seq .; the Hazardous Waste Management Act, H.&S.C. §25170.1, et seq .; the Hazardous Materials Response Plans and Inventory, H.&S.C. §25001, et seq .; the Porter -Cologne Water Quality Control Act, Water Code §13000, et seq., all as they may from time to time be amended; and b. any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability for misuse arises pursuant to any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree due to its hazardous, toxic or dangerous nature.
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SECTION 5. RECORDS AND DOCUMENTS
5.1 Accounting Records.
5.1.1 Maintenance and Inspection . Contractor shall maintain complete and accurate records with respect to all expenses incurred under this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the Services provided by Contractor pursuant to this Agreement. All such records shall be clearly identifiable.
5.1.2 Inspection and Copying . Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. At no cost to City, Contractor shall provide copies of such documents or records directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.
5.2 Ownership of Documents . All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing the Services shall become the sole property of City and may be used, reused or otherwise disposed of by the City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.
SECTION 6. INSURANCE
6.1 Maintenance of Insurance . Prior to the beginning of and throughout the term of this Agreement, Contractor will maintain insurance in conformance with requirements established by City for the type of Services being performed. Contractor acknowledges that prior to the Effective Date of this Agreement, City provided to Contractor the applicable insurance requirements, a copy of which are attached hereto as Exhibit “F” [Insurance]. Contractor acknowledges that the insurance coverage and policy limits provided by City constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which are applicable to a given loss, will be available to the City.
6.2 Subcontractors Insurance. Contractor agrees to ensure that subcontractors, and any other party involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review.
6.3 Modification of Insurance Provisions . The City Manager may make reasonable amendments to the insurance requirements of this section, with the written concurrence of the Finance Director or Risk Manager, in accordance with Section 9.19 [Administration and Implementation] after considering the Scope of Services, potential liabilities, and the required level of insurance to adequately protect the City.
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SECTION 7. BONDS
7.1 Performance and Payment Bonds . If required by law or specifically required by City as set forth in Exhibit “E” [Bonds Required], attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with Contractor’s execution of this Agreement, but in no event later than the Effective Date of this Agreement, a Performance Bond and/or a Payment Bond in the amount of the total, not-to-exceed compensation indicated in Exhibit C, and in a form provided or approved by the City.
7.2 Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, without further notice from City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety.
7.3 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California - admitted surety with a current A.M. Best’s rating no less than A:VIII and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.
SECTION 8. TERMINATION.
8.1 Termination by City . City may, by written notice to Contractor, terminate with or without cause, and without any prior notice of default or right to cure by Contractor, the whole or any part of this Agreement at any time and by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least five (5) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those non -disputed Services that have been adequately rendered to City, and Contractor shall be entitled to no further compensation.
8.2 Termination by Contractor . Contractor may, by written notice to City, terminate this Agreement based upon City’s failure to timely cure a default under this Agreement as provided herein. At least forty -five (45) days prior to termination, Contractor shall provide City with a written notice specifying City’s alleged default and providing City with a forty -five (45) day period to cure the default. Should City timely cure such default, the Agreement shall continue. Should City fail to timely or adequately cure such default, Contractor may terminate this Agreement by issuance of written notice to City.
SECTION 9. GENERAL PROVISIONS
9.1 Assignment or Transfer . Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or
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transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
9.2 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by City.
9.3 Liquidated Damages. The Parties agree that City has a legitimate interest in ensuring that Contractor provides the Services (including performance of all duties and responsibilities) required under this Agreement in a consistent and reliable manner, and that Contractor’s failure to timely provide such Services or to provide them in an inadequate manner will cause City to suffer damages and that it is, and will be, impractical and extremely difficult to ascertain and determine the exact amount of damages or to calculate actual damages. Therefore, in addition to City’s right to treat such non -performance as a material breach of, and to terminate, this Agreement, the Parties agree that liquidated damages, as provided herein, repr esent a reasonable estimate of the monetary damages that reasonably could be anticipated, and that proof of actual damages would be costly or impractical. The Parties specifically confirm the accuracy of the statements made above and the fact that each Party has had ample opportunity to consult with legal counsel and obtain an explanation of the liquidated damage provisions at the time that the Agreement was made. Therefore, in lieu of actual damages, Contractor is subject to payment of $500 per failure to perform, per day. City may, at its election. deduct any assessed liquidated damages from payment due, or that will become due, to Contractor from City.
9.4 Excusable Delays . Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance of failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.
9.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of the Agreement.
9.6 Governing Law. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Riverside. In the event of litigation in a U.S.
District Court, venue shall lie exclusively in the Eastern Division of the Central District of California, located in Riverside, California.
9.7 Integration. This Agreement, including the attached Exhibits “A” through “F”, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding.
9.8 Severability. If a term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
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9.9 Prohibited Interests. Contractor represents and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.
9.10 Amendments. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contractor and City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager’s contracting authority under the Cathedral City Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for amendments or modifications to be in writing cannot be waived and that any attempted waiver shall be void.
9.11 No Third Party Beneficiaries . There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
9.12 Delivery Of Notices . All notices required or permitted to be given under this Agreement shall be in writing and shall be given to the respective parties at the addresses listed in Exhibit “D”, or at such other address as the respective parties may provide in writing for this purpose.
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
9.13 Binding Effect . This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
9.14 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party or any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any Services by Contractor shall not constitute a waiver of any of the provisions of this Agreement.
9.15 Attorney’s Fees, Costs and Expenses . In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorney’s fees and Costs and Expenses, in addition to any other relief to which it may be entitled.
9.16 Subcontracting. Contractor shall not subcontract any portion of the Services, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions of this Agreement.
9.17 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
9.18 Authority To Execute. The person or persons executing this Agreement on behalf of Contractor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Contractor to the performance of its obligations hereunder.
9.19 Electronic Signature. The Parties agree that, in accordance with the City’s Electronic Signature Use Policy, adopted on August 10, 2023, and as amended thereafter, the Parties may use
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electronic signatures to execute this Agreement. Any use of electronic signatures to execute this Agreement shall comply with the City’s Electronic Signature Use Policy, and such signatures shall have the same force and effect as if this Agreement were executed by hand. Contractor acknowledges that it has had an opportunity to request and review the City’s Electronic Signature Use Policy, and Contractor agrees to comply with the Electronic Signature Use Policy. Contractor agrees to indemnify, defend, and hold the City harmless from any claim, damage, or liability associated with transmitting an electronic signature or an electronically signed.
9.20 Administration and Implementation. This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 9.10 [Amendment] and the City Manager’s contracting authority under the Cathedral City Municipal Code.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF CATHEDRAL CITY CONTRACTOR:
________________________________ ______________________________ Charles P. McClendon, City Manager By: Jack Diaz
Its: Owner
ATTEST:
______________________________
By: __________________________
________________________________ Its: __________________________ Tracey R. Hermosillo, City Clerk
APPROVED AS TO FORM:
________________________________
Eric S. Vail, City Attorney
EXHIBIT “A”
SCOPE OF SERVICES
Plant Litter and Trash Control
1. Contractor shall remove and appropriately dispose of all plant litter (broken branches, broken limbs, excessive leaf -drop); trash and/or paper, cans, bottles, broken glass; dog droppings and any other out -of-place or discarded items twice per week. Plant litter includes plant debris caused by extreme temperatures or high winds.
2. Where trash cans and/or doggy stations are present, Contractor shall remove and dispose of their contents and replace the liners (City -provided trash bags) twice per week. Contractor shall wipe surfaces clean.
Pest Control
1. Gophers and Ground Squirrel control will be performed on an as -needed basis as recommended by Contractor and approved by City utilizing City-approved traps.
2. Ants, including fire ants, will be controlled on an as -needed basis as recommended by Contractor and approved by City.
3. Contractor shall immediately report any bee activity (swarms or hives) detected. Bee removal is the responsibility of City
4. Any other pest removal or relocation will be managed by contractor but City must be advised prior to eradication and participate in the best removal or relocation methods for pests.
5. City will require from Contractor all Material Safety Data Sheets, pesticide labels, and Pesticide Control Advisor recommendations for all pesticide applications performed.
Weed Control
1. Contractor shall provide monthly control and/or eradication of all weeds.
2. Areas to be weeded include planters, gravel and decomposed granite areas, sidewalks, curbs, expansion joints, fence lines, drainage areas, cobble areas, bare areas, and the area around trees.
3. Mechanical and/or chemical methods of weed control are acceptable for annual and perennial weeds except for Bermuda grass, nutsedge, and bindweed, which shall be controlled by chemical means only.
4. Contractor shall remove any debris generated by the weed control process after weeds have been sprayed and plant death has occurred.
5. Weeds in turf areas will be managed on an as-needed basis.
6. City will require from Contractor all Material Safety Data Sheets on chemicals and methods to remove weeds and provide weed control.
Plant Maintenance
1. All plant material in the public right -of-way shall be maintained behind the curb line and/or sidewalk to allow for the safe passage of vehicles, pedestrians and/or the general public.
2. Dead flower stalks shall be pruned from plants at the conclusion of flowering. If plants (such as agaves) die after flowering, Contractor will remove the entire plant and, if needed, shall repair the irrigation and backfill the hole. There shall be no dead blossoms, stalks, branches or foliage left on an otherwise healthy plant, unless otherwise directed by City and/or the contract documents. If offshoots are present, they will be left in place and irrigation will be adjusted to ensure adequate water supply to the offshoots.
3. Dead or weather-damaged plant material shall be pruned or removed under direction and notification from the City.
4. Contractor shall perform pruning to maintain the size and density of all shrubs and groundcovers at the time contract awarded.
Tree Maintenance
1. All tree pruning shall be consistent with the current and applicable International Society of Arboriculture (ISA) guidelines and the American National Standards Institute (ANSI) standards.
2. Contractor shall perform safety and sucker pruning on all trees (excluding palms) fifteen feet in height and under. Contractor shall prune fronds, flowers, and seed pods on all palms that have six feet of brown trunk or less. Palm Trees shall be trimmed annually, May 15 through June 15, when the flower stalks have developed, but before flowering has occurred.
3. Tree branches shall be pruned as needed for traffic and pedestrian safety. Sidewalk clearance will be eight (8) feet and vehicular clearance is fourteen (14) feet from grade.
Trees must be maintained at seven (7) feet from playground equipment. It's expected that any broken, dead or detached limb is considered a hazard and shall be removed automatically by Contractor during normal maintenance schedule or upon notice from City, Contractor must remove such limbs by close of business the same day.
4. Trees broken or damaged as a direct result of storm, wind, accident, vandalism or structural failure shall be pruned and/or removed, upon City's request to Contractor, within 24 hours of notification and shall be an extra to this contract. Any debris blocking roadways or parking areas shall be removed within one hour of notification to Contractor.
Replacement of trees and plants caused by reasons not related to contractual maintenance shall be reimbursable as an extra cost.
Turf Maintenance - General
1. All turf areas must be mowed weekly in a manner that provides for the adequate and safe use of each facility for its intended purpose.
2. Bermuda grass will be mowed at ¾" height during the active-growth period.
3. Rye grass will be mowed at 1" height starting with its first cut after overseeding and continuing until spring when the Bermuda grass becomes active.
4. Detailing and edging of turf shall include chemical and/or mechanical detailing using a string trimmer or an edger around buildings, sidewalks, mow strips, paved areas, valve boxes, goal posts, light fixtures, fence lines, walls, along infield edges, behind backstops, drainage areas, and bare areas in planters. An edger shall be used on but not be limited to hardscape areas such as sidewalks or mow strips. All other areas may use an edger or string trimmer as appropriate and as approved by City.
5. Contractor shall provide the labor and equipment for the application of fertilizers and fertilizers with pre -emergent. Contractor will provide fertilizer with pre -emergent and City will reimburse Contractor at "cost plus 15%." Contractor shall apply irrigation immediately following any fertilizer application to effectively wash the product into the soil.
6. At the request of the City, mechanical core aeration shall be performed to a minimum depth of four inches (4"). Cores may be swept or mowed and dispersed during mowing operations.
Turf Maintenance - Overseeding
1. Turf areas designated for overseeding will be indicated in the Frequency Schedule. City will provide specific dates and times for overseeding scheduled based on the use of each facility.
2. Contractor shall begin lowering the height of the turf during the scheduled weekly mowing approximately three weeks before the final cut. One week before the final cut, City will reduce irrigation to the minimum in the turf areas. Contractor shall mow turf to a height of one-half inch (1/2") and mower blades shall not be allowed to disturb the soil.
3. All grass clippings generated from this process will be vacuumed, swept or raked after each cut.
4. A light irrigation syringe cycle will be applied before the final cut to keep the dust levels to a minimum (per Coachella Valley Association of Governments guidelines).
5. Actual dates for the final mowing will be determined by the City. Mowing activities will vary due to scheduled use and the actual mowing height needed to ensure seed - to-soil contact. Contractor may need to adjust work schedule to ensure all work is completed during normal work hours as identified in Section 2 Hours of Work on pages 42 and 43.
6. Contractor shall supply grass seeds and will be reimbursed at cost plus 15%. The application rate for the seed shall be no less than 8 pounds per 1,000 square feet.
Hardscape, and Decomposed Granite (DG) Planter Areas
1. Contractor shall remove any sand, gravel, grass, and plant clippings or debris from all sidewalk and hardscape areas after all maintenance activities.
2. Sidewalk cleaning shall consist of removing debris from sidewalks by blowing or sweeping.
3. Contractor shall rake underneath and around all planter areas keeping them free of debris, trash, leaves, etc. Slope areas are to be raked horizontally and not from top to bottom. If existing grade is adversely affected by raking activities, Contractor shall re - establish an appropriate grade to the satisfaction of City.
4. Using pressure-wash equipment at a minimum pressure rating of 3000 PSI, Contractor shall pressure-wash monuments and signs, sidewalks, curbs, gutters, drains, benches, drinking fountains and miscellaneous hardscape fixtures as necessary. Any damage created by Contractor through pressure -washing shall be the sole and financial responsibility of Contractor.
5. Contractor shall remove litter and debris obstructing spillways and their associated drain grates.
Irrigation System Maintenance
1. The operation, maintenance, and scheduling of all irrigation controllers and sensors shall be the responsibility of the Contractor.
2. All irrigation systems and their individual components shall be kept in adjustment to ensure proper water coverage and prevent unacceptable conditions such as insufficient water distribution (plant death), overspray, excessive runoff, and erosion.
3. Repairs or replacements to the irrigation system shall be made with exact parts unless otherwise authorized by the City.
4. Contractual irrigation system maintenance includes all labor for system inspections, adjustments, and repairs for all system components from the discharge side of the valve including all actuators. Contractual irrigation system maintenance from the valve to the point of connection at the water meter consists of inspections, any repair work will be considered extra work and paid accordingly. Adjustments and repairs shall include:
a. Valves: electrically actuated irrigation control valves, quick coupler valves, end line flush valves, lateral line flush valves, and master valves. All valves will be checked for proper operation, leaks, and solenoid function and connections (where applicable). Automatic valves will be activated from the irrigation controller, not from the bleeder valve.
b. The electrical circuit from the irrigation controller to the valve will be checked for proper operation.
c. Filter and filter screen cleaning.
d. Lateral lines will be checked for breaks and leaks and will be flushed at least yearly and additionally when necessary to ensure proper system performance. e. Emission device checks, adjustments, and repairs shall include sprinkler head height adjustment; nozzle spray pattern adjustment; nozzle cleaning and replacement; bubbler head height adjustment, cleaning, and replacement; tree well repair; and drip emitter cleaning, replacement, and removal and plugging if no plant is present.
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5. Non-contractual irrigation system repairs:
a. No non-contractual work will be initiated without an approved City Work Order. b. When irrigation system malfunction or damage is detected, the repair of which is non -contractual in nature, Contractor will flag the location and notify City before close of the same workday.
c. Upon receipt of an approved City Work Order, repairs to a non -operational and/or damaged irrigation system shall be completed within 24 hours, or as otherwise indicated on the Work Order.
d. All repairs deemed non-contractual will be paid on a time-and-materials basis. e. Labor will be billed per the rates under the Performance of Extra Work heading.
f. Materials will be billed at "cost plus 15%" or, at City's discretion, materials will be supplied to Contractor by City.
6. Contractor shall maintain an adequate supply of irrigation parts readily available to Contractor's irrigation technician for making routine repairs of lateral lines one inch in diameter and smaller without leaving the irrigation site.
7. Contractor shall return to City all irrigation parts that have been replaced.
8. City will perform regular inspections of irrigation systems to ensure accuracy of Contractor's irrigation reports. If discrepancies are found, City shall consider this performance deficiency.
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EXHIBIT “B”
Additional Work
Performance of Extra Work
1. Contractor shall not perform extra work without City authorization.
Authorization shall be in writing, on a completed City Work Request Form, and signed by an authorized City representative.
2. Additional Work labor shall be paid at the hourly rate listed on the Additional Work Pricing Schedule unless otherwise agreed upon.
3. Additional Work materials shall be paid at the rate of "cost plus 15% mark-up."
4. Invoicing for Additional Work shall include an itemized invoice describing the unit cost and/or labor hours at the contract rate, materials costs, and copies of materials invoices from the supplier(s).
Support Services
Additional support services may include but are not limited to, removal of blow sand, spreading mulch, large vegetation removal, as needed maintenance services for areas like medians, parkway or spillway projects etc.
Additional support services will be billed at the hourly rate provided.
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EXHIBIT “C”
COMPENSATION
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EXHIBIT “D”
REPRESENTATIVES
CITY’S REPRESENTATIVE
City of Cathedral City
Facilities
Attn: Edward Moore
68-700 Avenida Lalo Guerrero
Cathedral City, California 92234
Phone: (760) 202-2437
Fax: (760) 328-8622
Email Address: [email protected]
City of Cathedral City
Public Works
Attn: Deanna Pressgrove
68-700 Avenida Lalo Guerrero
Cathedral City, California 92234
Phone: (760) 770-0369
Fax: (760) 328-8622
Email Address: [email protected]
City of Cathedral City
Finance
Attn: Patrick Bumstead
68-700 Avenida Lalo Guerrero
Cathedral City, California 92234
Phone: (760) 202-2475
Fax: (760) 328-8622
Email Address: [email protected]
CONTRACTOR’S REPRESENTATIVE
PS Tree Service & Maintenance
31485 Avenida Juarez
Cathedral City, CA 92234
Contact: Jack Diaz
Phone: 760-321-2544
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EXHIBIT “E”
BONDS REQUIRED
No Bond Required
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EXHIBIT “F”
INSURANCE REQUIREMENTS FOR CITY OF CATHEDRAL CITY
The City requires a certificate of insurance, including an underwriter’s endorsement, prior to commencement of the Services.
The insurance policies are to include additional endorsements that contain the following provisions:
1. That the City of Cathedral City and its respective elected officials, officers, employees, agents and representatives are additional insureds under the policy;
2. The policies are primary and non -contributory to any insurance that may be carried by City;
3. The City is entitled to thirty (30) days’ prior written notice of cancellation, material reduction, or non-renewal of the policy or policies.
4. The insurance shall be carried only by responsible insurance companies that have rated “A -” and “V” or better by the A.M. Best Key Rating Guide, that are licensed to do business in the State of California. City will accept insurance provided by non -admitted “surplus lines” carriers only if the carrier is authorized to do business in the State of California.
Only the following “marked” requirements are applicable:
X Commercial General Liability (CGL): Insurance written on an occurrence basis to protect Contractor and City against liability or claims of liability which may arise out of this Agreement in the amount of one million dollars ($1,000,000) per occurrence and subject to an annual aggregate of two million dollars ($2,000,000). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. additional insured claims or contractual liability. All defense costs shall be outside the limits of the policy.
X Vehicle Liability Insurance: Contractor shall also procure and shall maintain during the term of this Agreement vehicle liability insurance in an amount not less than $1,000,000 for injuries, including accidental death, to any one person, and subject to the same minimum for each person, in an amount not less than one million dollars ($1,000,000) for each accident, and property damage insurance in an amount of not less than one million dollars ($1,000,000).
X Workers’ Compensation Insurance: For all of Contractor’s employees who will provide Services under this Agreement and to the extent required by applicable state or federal law, Contractor shall keep in full force and effect a Workers’
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Compensation policy that includes a minimum of one million dollars ($1,000,000) o f employers’ liability coverage. Contractor shall provide an endorsement that the insurer waives the right of subrogation against the City and its respective elected officials, officers, employees, agents and representatives. In the event a claim under the provisions of the California Workers’ Compensation Act is filed against City by a bona fide employee of Contractor participating under this Agreement, Contractor is to defend and indemnify the City from such claim.