CITY OF CHULA VISTA
CONTRACTOR/SERVICE PROVIDER SERVICES AGREEMENT
WITH AZTEC LANDSCAPING, INC.
TO PROVIDE ON-CALL OPEN SPACE LANDSCAPE SERVICE$
This Agreement is entered into effective as of December 3, 2019 {"Effective Date") by and between the City of Chula Vista, a chartered municipal corporation ("City") and Aztec Landscaping, Inc., A California Corporation) ("Contractor/Service Provider") (collectively, the "Parties" and, individually, a "Party") with reference to the following facts:
RECITALS
WHEREAS, the City requires landscape services in order to maintain the City open space areas; and WHEREAS, the City desires to procure qualified contractors to perform a variety of landscape services; and
WHEREAS, on September 6, 2019 the City issued a Request for Qualifications (RFQ) for On-Call Open Space Landscape Services; and
WHEREAS, the City received five (5) proposals from contractors interested in providing on-call landscape services; and
WHEREAS, after the City completed its review of the proposals, the contractor selection committee determined Contractor/Service Provider as one of four ( 4) best qualified firms to provide the servcies described in the Agreement; and
WHEREAS, the contractor selection process has been conducted in accordance with Section 2.56.070.B of the Chula Vista Municipal Code whereby the City Council found that City's interests were materially better served by applying the above purchasing procedures approved by the Purchasing Agent as being consistent with good purchasing practices; and
WHEREAS, Contractor/Service Provider warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Contractor/Service Provider to City in accordance with the time frames and the terms and conditions of this Agreement. [End of Recitals. Next Page Starts Obligatory Provisions.] 1 City of Chula Vista Agreement No.: 1912~
Consultant Name: Aztec Landscaping, Inc; Rev. 1 0/24/17
OBLIGATORY PROVISIONS
NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Contractor/Service Provider hereby agree as follows:
1. SERVICES
1.1 Required Services. Contractor/Service Provider agrees to perform the services, and deliver to City the "Deliverables" (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the "Required Services."
1.2 Reductions in Scope of Work. City may independently, or upon request from Contractor/Service Provider, from time to time, reduce the Required Services to be performed by the Contractor/Service Provider under this Agreement. Upon doing so, City and Contractor/Service Provider agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction.
1.3 Additional Services. Subject to compliance with the City's Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Contractor/Service Provider provide additional services related to the Required Services ("Additional Services"). If so, City and Contractor/Service Provider agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein.
Once added to Exhibit A, "Additional Services" shall also become "Required Services" for purposes of this Agreement.
1.4 Standard of Care. Contractor/Service Provider expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations.
1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Contractor/Service Provider of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Contractor/Service Provider or its subcontractors.
1.6 Security for Performance. In the event that Exhibit A Section 4 indicates the need for Contractor/Service Provider to provide additional security for performance of its duties under this Agreement, Contractor/Service Provider shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney.
1. 7 Compliance with Laws. In its performance of the Required Services, Contractor/Service Provider shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code.
1.8 Business License. Prior to commencement of work, Contractor/Service Provider shall obtain a business license from City.
2 City of Chula Vista Agreement No.: 19127
Consultant Name: Aztec Landscaping, Inc: Rev. 1 0/24/17
1.9 Subcontractors. Prior to commencement of any work, Contractor/Service Provider shall submit for City's information and approval a list of any and all subcontractors to be used by Contractor/Service Provider in the performance of the Required Services. Contractor/Service Provider agrees to take appropriate measures necessary to ensure that all subcontractors and personnel utilized by the Contractor/Service Provider to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Contractor/Service Provider under this Agreement, Contractor/Service Provider shall ensure that each and every subcontractor carries out the Contractor/Service Provider's responsibilities as set forth in this Agreement.
1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Contractor/Service Provider's commencement of the Required Services hereunder, and shall terminate when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect.
2. COMPENSATION
2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Contractor/Service Provider in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2.
2.2 Detailed Invoicing. Contractor/Service Provider agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget.
Contractor/Service Provider must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget.
2.3 Payment to Contractor/Service Provider. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Contractor/Service Provider for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City's discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced.
2.4 Retention Policy. City shall retain ten percent (1 0%) of the amount due for Required Services detailed on each invoice (the "holdback amount"). Upon City review and determination of Project Completion, the holdback amount will be issued to Contractor/Service Provider.
2.5 Reimbursement of Costs. City may reimburse Contractor/Service Provider's out-of-pocket costs incurred by Contractor/Service Provider in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Contractor/Service Provider shall be responsible for any and all out-of-pocket costs incurred by Contractor/Service Provider in the performance of the Required Services.
2.6 Exclusions. City shall not be responsible for payment to Contractor/Service Provider for any fees or costs in excess of any agreed upon budget, rate or other maximum amount( s) provided for in Exhibit A. City J City of Chula Vista Agreement No.: 19127
Consultant Name: Aztec Landscaping, Inc. Rev. 1 0/24/17 shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Contractor/Service Provider, its agents, employees, or subcontractors.
2.7 Payment Not Final Approval. Contractor/Service Provider understands and agrees that payment to the Contractor/Service Provider or reimbursement for any Contractor/Service Provider costs related to the performance of Required Services does not constitute a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Contractor/Service Provider of the terms of this Agreement. If City determines that Contractor/Service Provider is not entitled to receive any amount of compensation already paid, City will notify Contractor/Service Provider in writing and Contractor/Service Provider shall promptly return such amount.
3. INSURANCE
3.1 Required Insurance. Contractor/Service Provider must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the "Required Insurance"). The Required Insurance shall also comply with all other terms of this Section.
3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work.
3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best's rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best's rating of no less than A X. For Workers' Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable.
3.4 Subcontractors. Contractor/Service Provider must include all sub-Contractor/Service Providers/sub contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-Contractor/Service Providers must also comply with the terms of this Agreement.
3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City's Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsement to the Contractor/Service Provider's insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage.
3.6 General Liability Coverage to be "Primary." Contractor/Service Provider's general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers.
Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Contractor/Service Provider and in no way relieves Contractor/Service Provider from its responsibility to provide insurance. 4 City of Chula Vista Agreement No.: 19127
Consultant Name: Aztec Landscaping, Inc: Rev. 10/24/17
3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days' prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Contractor/Service Provider must procure and put into effect equivalent coverage(s).
3.8 Waiver of Subrogation. Contractor/Service Provider's insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Contractor/Service Provider waives any right it may have or may obtain to subrogation for a claim against City.
3.9 Verification of Coverage. Prior to commencement of any work, Contractor/Service Provider shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Contractor/Service Provider has obtained the Required Insurance in compliance with the terms of this Agreement. The words "will endeavor" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives" or any similar language must be deleted from all certificates. The required certificates and endorsements should otherwise be on industry standard forms. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications.
3.10 Claims Made Policy Requirements. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are required and are provided on a claims-made form, the following requirements also apply:
a. The "Retro Date" must be shown, and must be before the date of this Agreement or the beginning of the work required by this Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the work required by this Agreement. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a "Retro Date" prior to the effective date of this Agreement, the Contractor/Service Provider must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the work required by this Agreement.
d. A copy of the claims reporting requirements must be submitted to the City for review.
3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Contractor/Service Provider's obligations under this Agreement, including Indemnity.
3.12 Additional Coverage. To the extent that insurance coverage provided by Contractor/Service Provider maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained.
5 City of Chula Vista Agreement No.: 19127
Consultant Name: Aztec Landscaping, Inc. Rev. 10/24/17
4. INDEMNIFICATION
4.1. General. To the maximum extent allowed by law, Contractor/Service Provider shall protect, defend, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, "Indemnified Parties"), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys' fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Contractor/Service Provider, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Contractor/Service Provider, its employees, agents or officers, or any third party.
4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8.
4.3 Costs of Defense and Award. Included in Contractor/Service Provider's obligations under this Section 4 is Contractor/Service Provider's obligation to defend, at Contractor/Service Provider's own cost, expense and risk, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Contractor/Service Provider shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them.
4.4. Contractor/Service Provider's Obligations Not Limited or Modified. Contractor/Service Provider's obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Contractor/Service Provider. Furthermore, Contractor/Service Provider's obligations under this Section 4 shall in no way limit, modify or excuse any of Contractor/Service Provider's other obligations or duties under this Agreement.
4.5. Enforcement Costs. Contractor/Service Provider agrees to pay any and all costs City incurs m enforcing Contractor/Service Provider's obligations under this Section 4.
4.6 Survival. Contractor/Service Provider's obligations under this Section 4 shall survive the termination of this Agreement.
5. FINANCIAL INTERESTS OF CONTRACTOR/SERVICE PROVIDER.
5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and Contractor/Service Providers performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Contractor/Service Provider shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference.
6 City of Chula Vista Agreement No.: 19127
Consultant Name: Aztec Landscaping, Inc. Rev. 10/24/17
5.2 Disclosures; Prohibited Interests. Independent of whether Contractor/Service Provider is required to file a Form 700, Contractor/Service Provider warrants and represents that it has disclosed to City any economic interests held by Contractor/Service Provider, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement.
Contractor/Service Provider warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Contractor/Service Provider, to solicit or secure this Agreement. Further, Contractor/Service Provider warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Contractor/Service Provider, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.
Contractor/Service Provider further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Contractor/Service Provider or Contractor/Service Provider's subcontractors.
Contractor/Service Provider further agrees to notify City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or violation of any of these warranties, City shall have the right to rescind this Agreement without liability.
6. REMEDIES
6.1 Termination for Cause. If for any reason whatsoever Contractor/Service Provider shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Contractor/Service Provider shall violate any of the other covenants, agreements or conditions of this Agreement (each a "Default"), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by giving five (5) days written notice to Contractor/Service Provider. Such notice shall identify the Default and the Agreement termination date. If Contractor/Service Provider notifies City of its intent to cure such Default prior to City's specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Contractor/Service Provider up to ten (1 0) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Contractor/Service Provider shall immediately provide City any and all "Work Product" (defined in Section 7 below) prepared by Contractor/Service Provider as part ofthe Required Services. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Contractor/Service Provider may be entitled to compensation for work satisfactorily performed prior to Contractor/Service Provider's receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default.
6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Contractor/Service Provider of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Contractor/Service Provider shall immediately cease all work under the Agreement and promptly deliver all "Work Product" (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Contractor/Service Provider shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City's value under the Agreement. 7 City of Chula Vista Agreement No.: 1912~
Consultant Name: Aztec Landscaping, Inc. Rev. 10/24/17
6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Contractor/Service Provider hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6.
6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Contractor/Service Provider shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement.
6.5 Governing LawN enue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in San Diego County, State of California.
6.6 Service of Process. Contractor/Service Provider agrees that it is subject to personal jurisdiction in California. If Contractor/Service Provider is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Contractor/Service Provider irrevocably consents to service of process on Contractor/Service Provider by first class mail directed to the individual and address listed under "For Legal Notice," in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing.
7. OWNERSHIP AND USE OF WORK PRODUCT
All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance ofthe Required Services (collectively "Work Product") shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Contractor/Service Provider in the United States or in any other country without the express, prior written consent of City. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Contractor/Service Provider, except as may be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws. With respect to computer files containing data generated as Work Product, Contractor/Service Provider shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.
8. GENERAL PROVISIONS
8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties.
8.2 Assignment. City would not have entered into this Agreement but for Contractor/Service Provider's unique qualifications and traits. Contractor/Service Provider shall not assign any of its rights or responsibilities under this Agreement, nor any part hereof, without City's prior written consent, which City may grant, condition or deny in its sole discretion.
8.3 Authority. The person(s) executing this Agreement for Contractor/Service Provider warrants and represents that they have the authority to execute same on behalf of Contractor/Service Provider and to bind 8 City of Chula Vista Agreement No.: 19127
Consultant Name: Aztec Landscaping, Inc. Rev. 10/24/17
Contractor/Service Provider to its obligations hereunder without any further action or direction from Contractor/Service Provider or any board, principle or officer thereof.
8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart.
8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded.
8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Contractor/Service Provider agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement, including accounting for costs and expenses charged to City, including such records in the possession of sub-contractors/sub-Contractor/Service Providers.
8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties.
8.8 Independent Contractor. Contractor/Service Provider is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agents or volunteers shall have control over the conduct of Contractor/Service Provider or any of Contractor/Service Provider's officers, employees, or agents ("Contractor/Service Provider Related Individuals"), except as set forth in this Agreement. No Contractor/Service Provider Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits.
Furthermore, City will not withhold state or federal income tax, social security tax or any other payroll tax with respect to any Contractor/Service Provider Related Individuals; instead, Contractor/Service Provider shall be solely responsible for the payment of same and shall hold the City harmless with respect to same.
Contractor/Service Provider shall not at any time or in any manner represent that it or any of its Contractor/Service Provider Related Individuals are employees or agents of City. Contractor/Service Provider shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner.
8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing.
9 City of Chula Vista Agreement No.: 19127
Consultant Name: Aztec Landscaping, Inc;
(End of page. Next page is signature page.)
Rev. 10/24/17
SIGNATURE PAGE
CONTRACTOR/SERVICE PROVIDER SERVICES AGREEMENT
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Contractor/Service Provider agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date.
AZTEC LANDSCAPING, INC.
BY: ____ ~~~:::::::::__ __
RAFAEL A. AGUILA
VICE PRESIDENT OPERATIONS
10 City of Chula Vista Agreement No.: 19127
Consultant Name: Aztec Landscaping, Inc.
CITY OF CHULA VISTA
BY:~M.-
MARY CA LLAS SALAS
MAYOR
ATTEST
BY:~
Kerry K. gelow, MC
City Clerk
1 APPROVED AS TO FORM
Rev. 10/24/17
EXHIBIT A
SCOPE OF WORK AND PAYMENT TERMS
1. Contact People for Contract Administration and Legal Notice A. City Contract Administration:
Iracsema Quilanta~
Director of Public Works
1800 Maxwell Road, Chula Vista, CA 91911!
[email protected]
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
City Attomey@chulavistaca. gov
B. Contractor/Service Provider Contract Administration:
AZTEC LANDSCAPING, INC.
Rafael A. Aguilar, Vice Present of Operations
7980 Lemon Grove Way, Lemon Grove, CA 91945
(619) 572-4016
[email protected]
For Legal Notice Copy to:
Rocio Alcala, Executive Administrative Assistant
7980 Lemon Grove Way, Lemon Grove, CA 91945
(619) 778-4682
[email protected]
2. Required Services
A. General Description:
Contractor will provide on-call open space landscape services as required at the direction and to the satisfaction of the Director of Public Works, in accordance with the Contract Documents.
Services will vary with each Task Order. Typical projects for which Contracting Services may be required include: landscape improvements, repair of irrigation systems, Decomposed Granite (DG) trail restoration/repair, mulching, weed control and brush abatement services, and erosion control services.
B. Detailed Description:
The number and scope of projects and assignments for which Contractor services are required will vary from year-to-year.
Contractor acknowledges and agrees that service requests from the City under this Agreement will be on an "as-needed" and/or per project or assignment basis at the sole discretion of the City. Contractor acknowledges II CityofChula Vista Agreement No.: 19127
Consultant Name: Aztec Landscaping, Inc. Rev. 10/24/17
and agrees that the City is not required to request any services from Contractor under this Agreement.
Contractor acknowledges and agrees that it is not entitled to any compensation under this Agreement until such time that it has provided Required Services as explicitly authorized and approved by the City via task order and Purchase Order.
The Contractor shall furnish and provide all labor, materials, equipment, tools, facilities, skill, and services necessary to complete, in a good and workmanlike manner, all required landscape services. Contractor will provide the following services as needed:
• Design-build landscape projects and renovations to include, but are not limited to: planting of trees, lawns, shrubs, groundcovers, and installation of boulders and rock features. Projects may incorporate the removal or clearing of existing landscape. • Installation and repair of irrigation systems, irrigation conversions, controller conversions, irrigation appurtenance repair and water auditing.
• Installation and repair of Decomposed Granite (DG) trails and paths, which may include installation of rock and gravel groundcovers.
• Installation of mulch groundcovers for weed suppression, water retention, and erosion control. • Installation of erosion control Best Management Practices (BMP' s) such as straw wattles, rocks, sandbags, and silt fencing.
• General landscape maintenance services, which may include, but are not limited to: week control/abatement, mowing, general clean-up, and fire protection brush clearing.
Services will vary with each task order depending on the needs of the City.
3. Term: In accordance with Section 1.10 ofthis Agreement, the term ofthis Agreement shall begin December 3, 2019 and end on December 31, 2024 for completion of all Required Services.
4. Compensation:
A. Form of Compensation
1Z1 Time and Materials. For performance of the Required Services by Contractor/Service Provider as identified in Section 2.B., above, City shall pay Contractor/Service Provider for the productive hours of time spent by Contractor/Service Provider in the performance of the Required Services, at the rates or amounts as indicated below:
See Exhibit D for applicable Hourly Rates under this Agreement. The Contractor and City will negotiate the scope and fees for each task order on a project-by-project basis using the hourly billing rates specified in Exhibit D.
B. Reimbursement of Costs
IZI None, the compensation includes all costs
Notwithstanding the foregoing, the maximum amount to be paid to the Contractor/Service Provider for services performed through December 31, 2024 shall not exceed $1 ,000,000.00.
5. Special Provisions:
12 City of Chula Vista Agreement No.: 1912~
Consultant Name: Aztec Landscaping, Inc. Rev. 10/24/17
IZI Permitted Sub-Contractor/Service Providers: None
IZI: Security: Contractor/Service Provider shall provide a payment or labor and materials bond in an amount of at least 100 percent of the amount payable by the terms of the project contract and that satisfies the requirements of California Civil Code Section 9550.
IZI Other:
Department oflndustrial Relations (DIR)/Prevailing Wages Contractor and each of its subcontractors of every tier shall comply with all Federal and State law prevailing wage requirements for all persons employed to perform the Required Services, including but not limited to payment of prevailing wages at the specified rates. The prevailing wage rates are determined by the Department of Industrial Relations (DIR) and are available at the City and on the DIR's website.
Prior to commencing the Required Services, the Contractor shall provide the City with a list of its subcontractors and the classifications and wages of workers that will be employed to perform the Required Services. If the Contractor desires to modify the list during the term of the Agreement, Contractor shall immediately provide an updated list to the City. To verify compliance with State prevailing wage requirements, Contractor shall be registered with the DIRS's online registration of contractors and shall furnish and submit certified payrolls and other required documentation directly to the DIR. Contractor and its subcontractors of every tier shall comply with all requirements of Labor Code section 1776.
This Agreement is subject to compliance monitoring and enforcement by the DIR pursuant to Labor Code section 1771.4.
In addition to Federal and State law prevailing wage requirements, Contractor shall also comply with the following in its performance of the Required Services:
• Labor Code 1810: Hours in legal day's work;
• Labor Code 1813: Penalty for exceeding legal day's work; and • Labor Code 1815: One and one-halftime rate of pay.
Contractor acknowledges and agrees that a failure to comply with any requirements of this section authorizes the City to withhold payments under the Agreement. Nothing contained in, or not contained in, this section shall be construed to in any way limit Contractor's obligations to comply with any applicable Federal, State, or local law or regulation.
Employment of Apprentices
Contractor and its subcontractors of every tier shall comply with all requirements for employment of apprentices as provided by any applicable law or regulation, including but not limited to Labor Code sections 1777.5, 1777.6, and 1777.7. Information regarding apprenticeship standards, wage schedules, and other requirements may be obtained from the DIR.
Non-Collusion Affidavit
Prior to commencing the Required Services, Contractor shall provide a fully executed and properly notarized Non-Collusion Affidavit, in the form attached hereto and incorporated herein as Exhibit E.
Workers' Compensation Insurance Declaration
13 CityofChulaVistaAgreementNo.: 1912~
Consultant Name: Aztec Landscaping, Inc. Rev. 10/24/17
Prior to commencing the Required Services, Contractor shall provide a fully executed and properly notarized Workers' Compensation Insurance Declaration, in the form attached hereto and incorporated herein as Exhibit E 14 CityofChula Vista Agreement No.: 19127
Consultant Name: Aztec Landscaping, Inc: Rev. 1 0/24/17
EXHIBIT B
INSURANCE REQUIREMENTS
Contractor/Service Provider shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes (x).
IZII
Type of Insurance
General Liability:
Including products and
completed operations,
personal and
advertising injury
Automobile Liability
Workers'
Compensation
Employer's Liability
Minimum Amount Form
$2,000,000 per occurrence for Insurance Services Office Form bodily injury, personal mJury CG 00 01
(including death), and property
damage. If Commercial General
Liability insurance with a general
aggregate limit is used, either the
general aggregate limit must apply
separately to this Agreement or the
general aggregate limit must be
twice the required occurrence limit
Additional Insured Endorsement
or Blanket AI Endorsement for
City*
Waiver of Recovery Endorsement
$1,000,000 per accident for bodily
injury, including death, and
property damage
$1,000,000 each accident
$1,000,000 disease policy limit
$1,000,000 disease each employee
Waiver of Recovery Endorsement
*Must be primary and must not
exclude Products/Completed
Operations
Insurance Services Office Form
CA 00 01
Code 1-Any Auto
Code 8-Hired
Code 9-Non Owned
Other Negotiated Insurance Terms: None
15 City of Chula Vista Agreement No.: 19127
Consultant Name: Aztec Landscaping, Inc. Rev. 1 0/24/17
EXHIBIT C
CONTRACTOR/SERVICE PROVIDER CONFLICT OF INTEREST DESIGNATION The Political Reform Act 1 and the Chula Vista Conflict of Interest Code 2 ("Code") require designated state and local government officials, including some Contractor/Service Providers, to make certain public disclosures using a Statement of Economic Interests form (Form 700). Once filed, a Form 700 is a public document, accessible to any member of the public. In addition, Contractor/Service Providers designated to file the Form 700 are also required to comply with certain ethics training requirements. 3 IZI; A. Contractor/Service Provider IS a corporation or limited liability company and is therefore EXCLUDED 4 from disclosure.
0 B. Contractor/Service Provider is NOT a corporation or limited liability company and disclosure designation is as follows:
APPLICABLE DESIGNATIONS FOR INDIVIDUAL(S) ASSIGNED TO PROVIDE SERVICES (Category descriptions available at www.chulavistaca.gov/departments/city-clerklconf/ict-ofinterest-code.) Name Email Address Applicable Desif(nation
Enter Name of Each Individual Enter email address( es) D A. Full Disclosure Who Will Be Providing Service D B. Limited Disclosure (select one or more of Under the Contract- If the categories under which the Contractor shall individuals have different file):
disclosure requirements, D 1. D 2. D 3. D 4. D 5. D 6. D 7. duplicate this row and Justification: complete separately for each individual D C. Excluded from Disclosure
l.Required Filers
Each individual who will be performing services for the City pursuant to the Agreement and who meets the definition of "Contractor/Service Provider," pursuant to FPPC Regulation 18700.3, must file a Form 700.
2.Required Filing Deadlines
Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk via the City's online filing system, NetFile, within 30 days of the approval of the Agreement. Additional Form 700 filings will be required annually on April 1 during the term of the Agreement, and within 30 days of the termination of the Agreement.
3. Filing Designation
The City Department Director will designate each individual who will be providing services to the City pursuant to the Agreement as .full disclosure, limited disclosure, or excluded from disclosure, based on an analysis of the services the Contractor/Service Provider will provide. Notwithstanding this designation or anything in the Agreement, the Contractor/Service Provider is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, please do not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1-866-ASK-FPPC, or (866) 275-3772 *2.
Pursuant to the duly adopted City of Chula Vista Conflict of Interest Code, this document shall serve as the written determination of the Contractor's requirement to comply with the disclosure requirements set forth in the Code.
Completed by: Tessa Nguyen, Senior Management Analyst
1 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704. 2 Chula Vista Municipal Code §§2.02.010-2.02.040.
3 Cal. Gov. Code §§53234, et seq.
4 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified School District (2015) 237 Cal.App.4th 261; FPPC Reg. 18700.3 (Consultant defined as an "individual" who participates in making a governmental decision; "individual" does not include co oration or limited liabili com an .
Consultant Name: Aztec Landscaping, Inc. Rev. 10/24/17
EXHIBITD
HOURLY RATE SCHEDULE
Aztec Landscaping, Inc.
Landscape Improvements
Classification Description
Site Supervisor
Working Foreman
Landscape Laborer
Equipment Operator
Irrigation Systems
Classification Description
Site Supervisor
Working Foreman
Irrigation Technician
Landscape Laborer
Decomposed Granite (DG) Trail Restoriation/Repair
Classification Description
Site Supervisor
Working Foreman
Landscape Laborer
Weed Control/Brush Abatement Services
Classification Description
Site Supervisor
Working Foreman
Landscape Laborer
Chainsaw Operator
Herbicide Applicator
Erosion Control Services
Classification Description
Site Supervisor
Working Foreman
Landscape Laborer
Mulching
*Pricing includes labor, delivery, and materials
Hand spread (50/50 Mix Mulch)
Blower truck application (50/SO Mix Mulch)
17 City of Chula Vista Agreement No.: 19127
Consultant Name: Aztec Landscaping, Inc.
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
AZTEC
Hourly Rate
44.00 35.00
32.00 40.00
AZTEC
Hourly Rate
44.00 35.00
37.00 32.00
AZTEC
Hourly Rate
44.00 35.00
32.00 AZTEC
Hourly Rate
44.00 35.00
32.00 35.00
37.00 AZTEC
Hourly Rate
44.00 35.00
32.00 AZTEC
Per Cubic Yard
$52.50/HOUR
$43/YARD
Rev. 10/24/17
EXHIBITE
NON-COLLUSION AFFIDAVIT
To the City of Chula Vista, Director of Public Works:
The undersigned, in submitting a bid for performing the following work by Contract being duly sworn, deposes and says:
That he/she has not, either directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding and has not accepted any deposit from any subcontractor or material supplier through any bid depository, the by-laws, rules, and regulations of which prohibit or prevent the Contractor for considering any bid from any subcontractor or material supplier, which is not processed through said bid depository, or which prevent any subcontractor or material supplier from bidding to any Contractor who does not use the facilities or accept bids from or through such bid depository in connection with this Contract.
7980 Lemon Grove Way
Lemon Grove, CA 91945
Business Address
7980 Lemon Grove Way
Lemon Grove, CA 91945
Place of Residence
18 CityofChulaVistaAgreementNo.: 19127
Consultant Name: Aztec Landscaping, Inc.
Aztec Landscaping, Inc.
Company
(Attach Proper Notarization)
Rev. 1 0/24/17
EXHIBIT F
WORKERS' COMPENSATION INSURANCE DECLARATION
Date: December 2, 2019
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Contract.
Aztec Landscaping, Inc.
Contractor
642504
State Contractor's License No.
7980 Lemon Grove Way
Address
Lemon Grove, CA 91945
City/State
(619) 464-3303
Phone Number
19 City of Chula Vista Agreement No.: 19127
Consultant Name: Aztec Landscaping, Inc.
(Attach Proper Notarization)
Rev. 10/24/17
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
} County of San Diego
On December 5, 2019 before me, Pam Davis , Notary Public, --------~~~~~- ---------~~~~=----------------------Date Insert Name of Notary exactly as it appears on the official seal personally appeared --=.R..:.:a:..:.f=.ae::..:I..:..A..:;gz..:u:.:..:.il=-ar~-------==~==-------------Name<s> of Signer(s) ~a-=5!~;·1
~ . Commission Expires Oct 20 2020 ~ ,"M·--.-..... -....... -......................... -.... J'.·.·-·.l-·.·-·-·-·-·.-.~ Place Notary Seal Above
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is true and correct.
Witness my h~a)officialp~
Signature ~ ~Si-gn~a~r~e~of~N4ot~a~~Pu~b~lic~P~a~m~D~a-v~is __________ ___
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of the form to another document.
Description of Attached Document
Title or Type of Document: ------------------------------------------------------------- DocumentDate: -------------------------------------- Number of Pages: ---------------- Signer(s) Other Than Named Above: --------------------------- Capacity(ies) Claimed by Signer(s)
Signer's Name: --------------------------
0 Individual
0 Corporate Officer -Title(s): ________ _
0 Partner 0 Limited 0 General
0 Attorney in Fact
0 Trustee
0 Guardian or Conservator
0 Other:--------------
Signer is Representing:
RIGHT THUMBPRINT
OF SIGNER
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Signer's Name: --------------------------
0 Individual
0 Corporate Officer --Title(s): ----------------
0 Partner 0 Limited 0 General
0 Attorney in Fact
0 Trustee
0 Guardian or Conservator
0 Other: --------------
Signer is Representing:
RIGHT THUf.1BPRINT
OF SIGNER
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