1 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025
CITY OF CHULA VISTA
CONTRACTOR/ SERVICE PROVIDER SERVICES AGREEMENT
WITH BODYWORKS COLLISION, INC
TO PROVIDE COLLISION REPAIR OF CITY VEHICLES
This Agreement is enteredinto effective asof March 3, 2026 (“Effective Date”) by andbetweenthe City of Chula Vista, a chartered municipal corporation (“ City”) and BodyWorks Collision, 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 Collision Repair Servicesfor City’s fleet of vehicles and equipment; and WHEREAS, the City desires to procure qualified contractors to perform a variety of collision repair services; and
WHEREAS, on October 3, 2025, the City issued a Request for Proposal (RFP) for Collision Repair Services; and
WHEREAS, the City received two (2) proposalsfrom contractors intertestedin providing collision repair services; and
WHEREAS, theCity contractor selectioncommittee completed its review of the proposalsanddetermined BodyWorks Collision, Inc asone of two (2) firms to provide such services; and WHEREAS, the contractor selection processhasbeenconducted in accordancewith Section 2.56.070.B of the Chula Vista Municipal Code; and
WHEREAS, the City may procure work on zero up to several projects of varying size and complexity throughout the duration of the contractor agreement; and WHEREAS, the contractor agreement will be a three- year contract with two ( 2) one-year options to extend and the combined total of all assigned projects per the contractor agreement will not exceed $ 1,000, 000 in the aggregate; 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.) Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 2 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025
OBLIGATORYPROVISIONS
NOW, THEREFORE, in consideration of the aboverecitals, the covenantscontained herein, and other good and valuable consideration, the receipt and sufficiency of which the Partieshereby acknowledge, City and Contractor/Service Provider hereby agreeasfollows:
1. SERVICES
1.1 Required Services. Contractor/Service Provider agreesto perform the services, and deliver to City the Deliverables” (if any) describedin the attachedExhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essencefor this Agreement. The services and/or Deliverables describedin Exhibit A shall be referred to herein asthe “Required Services.”
1.2 Reductions in Scope of Work. City may independently, or upon request from Contractor/Service Provider, from time to time, reducethe Required Servicesto be performed by the Contractor/Service Provider under this Agreement. Upon doing so, City and Contractor/Service Provider agreeto meetand 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, proceduresand 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 addedto Exhibit A, “Additional Services” shall also become “Required Services” for purposesof this Agreement.
1.4 Standardof Care. Contractor/Service Provider expresslywarrantsandagreesthat any andall 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 5 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.
Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 3 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025
1.9 Subcontractors. Prior to commencementof any work, Contractor/Service Provider shall submit for City’s information and approval a list of any and all subcontractorsto be usedby Contractor/Service Provider in the performanceof the Required Services. Contractor/Service Provider agreesto take appropriate measures necessaryto 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 ensurethat eachand 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, subject to Sections 6.1 and 6.2 of this Agreement, 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 agreesto 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, unlessotherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All chargesmust be presentedin a line item format with each task separatelyexplained in reasonabledetail. 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 expensesthat 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 ( 10%) 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 Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 4 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025 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 understandsand agreesthat payment to the Contractor/Service Provider or reimbursement for any Contractor/Service Provider costs related to the performance of Required Services doesnot 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 compensationalready 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 Servicesunder this Agreement, andfor twelve months after completion of Required Services, the policies of insurance described on the attachedExhibit B, incorporated into the Agreement by this reference (the “Required Insurance”). The Required Insuranceshall 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 Insurancemust be disclosed to and approvedby City in advanceof the commencementof work.
3.3 Standardsfor Insurers. Required Insurancemust be placed with licensed insurersadmitted to transact businessin the Stateof California with a current A.M. Best’s rating of A V or better, or, if insuranceis 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, insuranceissuedby the StateCompensationFund 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.
Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 5 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025
3.7 No Cancellation. No Required Insurance policy may be canceledby either Party during the required insured period under this Agreement, exceptafter thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective dateof any suchcancellation Contractor/Service Provider must procure and put into effect equivalent coverage(s).
3.8 Waiver of Subrogation. Contractor/ServiceProvider’sinsurer(s) will provide aWaiver of Subrogation in favor of the City for eachRequired Insurancepolicy under this Agreement. In addition, Contractor/Service Provider waives any right it may have or may obtain to subrogation for a claim againstCity.
3.9 Verification of Coverage. Prior to commencementof any work, Contractor/Service Provider shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrateto City that Contractor/Service Provider hasobtained the Required Insurancein compliance with the terms of this Agreement. The words “will endeavor” and “but failure to mail suchnotice 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 endorsementsshould otherwise be on industry standardforms. The City reservesthe right to require, at any time, complete, certified copies of all required insurancepolicies, including endorsementsevidencing the coveragerequired by thesespecifications.
3.10 Claims Made Policy Requirements. If GeneralLiability, Pollution and/or AsbestosPollution Liability and/or Errors & Omissions coverage are required and are provided on a claims-made form, the following requirementsalso 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) yearsafter completion of the work required by this Agreement. c. If coverageis canceledor 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.
Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 6 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025
4. INDEMNIFICATION
4.1. General. To the maximum extent allowed by law, Contractor/Service Provider shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employeesandvolunteers (collectively, “Indemnified Parties”), from andagainstany andall claims, demands, causesof action, costs, expenses, (including reasonableattorneys’ feesandcourt 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 performanceof the Required Services, the resultsof suchperformance, or this Agreement. This indemnity provision doesnot 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, connectedwith, causedby or claimed to be causedby 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, agentsor 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 Costsof DefenseandAward. Included in Contractor/Service Provider’sobligations under this Section 4 is Contractor/Service Provider’s obligation to defend, at Contractor/Service Provider’s own cost, expense and risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedings that may be brought or instituted againstone 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 decreethat may be rendered against one or more of the Indemnified Parties for any and all related legal expensesand 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 and fees City incurs in 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 Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 7 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025 Provider shall comply with the disclosure requirementsidentified in the attachedExhibit C, incorporated into the Agreement by this reference.
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 representsthat 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 agreedto 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 representsthat no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceedshereof, or in the business of Contractor/Service Provider or Contractor/Service Provider’s subcontractors.
Contractor/Service Provider further agreesto notify City in the event any such interest is discovered whether or not suchinterest is prohibited by law or this Agreement. For breachor violation of any of thesewarranties, City shall have the right to rescind this Agreement without liability.
5.3 Levine Act. California Government Code section 84308, commonly known as the Levine Act, prohibits public agency officers from participating in any action related to a contract if such officer receives political contributions totaling more than $250 within the previous twelve months, and for twelve months following the date a final decision concerning the contract has been made, from the person or company awardedthe contract. The Levine Act also requires disclosure of such contribution by a party to be awarded a specific contract. In order to assurecompliance with theserequirements, Contractor/Service Provider shall comply with the disclosurerequirementsidentified in the attachedExhibit D, incorporated into the Agreement by this reference.
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 ( 10) 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 of the 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.
Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 8 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025
6.2 Termination or Suspensionfor Convenienceof City. City may suspendor 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 suspensionat least fifteen ( 15) days prior to the effective date thereof. Upon receipt of such notice, Contractor/Service Provider shall immediately ceaseall 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 compensationfor this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed asof the dateof the termination/suspensionnotice plus any additional remaining Required Services requestedor approved by City in advancethat would maximize City’s value under the Agreement.
6.3 Waiver of Claims. In the event City terminates the Agreement in accordancewith the terms of this Section, Contractor/Service Provider hereby expressly waives any and all claims for damages or compensationasa result of such termination except asexpressly provided in this Section 6.
6.4 Administrative Claims Requirementsand Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unlessa claim hasfirst beenpresentedin writing and filed with City and actedupon by City in accordancewith the proceduresset forth in Chapter 1.34 of the Chula Vista Municipal Code, assamemay be amended, the provisions of which, including suchpolicies and proceduresusedby 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 Law/Venue. This Agreement shall be governed by and construed in accordancewith the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in SanDiego County, Stateof California. Contractor/Service Provider hereby waives any right to remove any action from San Diego County asmay otherwise be permitted by California Code of Civil Proceduresection 394.
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 of the 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.
Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 9 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025
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 enteredinto 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 representsthat they have the authority to executesameon behalf of Contractor/Service Provider and to bind 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 deemedan original, but all of which shall constitute one Agreement after eachParty hassigned such a counterpart.
8.5 Entire Agreement. This Agreement together with all exhibits attachedhereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respectto the subject matter contained herein. All exhibits referencedherein shall be attachedhereto and are incorporated herein by reference. All prior or contemporaneousagreements, understandings, representations, warranties and statements, oral or written, are superseded.
8.6 Record Retention. During the courseof the Agreement and for three (3) years following completion of the Required Services, Contractor/Service Provider agreesto 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 expensescharged to City, including such records in the possessionof 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.
Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 10 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025
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, demandsand requeststo be sent to any Party shall be deemedto have beenproperly given or served if personally served or depositedin the United Statesmail, addressedto such Party, postageprepaid, registered or certified, with return receipt requested, at the addressesidentified in this Agreement at the places of businessfor each of the designatedParties as indicated in Exhibit A, or otherwise provided in writing.
8.10 Electronic Signatures. Each Party agreesthat the electronic signatures, whether digital or encrypted, of the Partiesincluded in this Agreement are intended to authenticatethis writing and to have the sameforce and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attachedto or logically associatedwith a record and executedand adoptedby a Party with the intent to sign suchrecord, including facsimile or email electronic signatures, pursuantto the California Uniform Electronic TransactionsAct ( Cal. Civ. Code §§ 1633.1 to 1633.17) asamendedfrom time to time.
End of page. Next page is signature page.)
Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 1 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025
SIGNATURE PAGE
CONTRACTOR/ SERVICE PROVIDER SERVICES AGREEMENT
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Contractor/Service Provider agreethat they have readand understoodall terms and conditions of the Agreement, that they fully agreeand consentto bound by same, and that they arefreely entering into this Agreement asof the Effective Date.
BODYWORKS COLLISION, INC CITY OF CHULA VISTA
BY:________________________________ BY: ________________________________
LIISA THOMAS TIFFANY ALLEN
PRESIDENT CITY MANAGER
APPROVED AS TO FORM
BY: _______________________________
Marco Verdugo
City Attorney
Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 Procurement Review
12 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025
EXHIBIT A
SCOPE OF WORK AND PAYMENT TERMS
1. Contact People for Contract Administration and Legal Notice A. City Contract Administration:
Alicia Granados
1800 Maxwell Road, Chula Vista, CA 91911
619)397-6145
[email protected]
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
CityAttorney@chulavistaca. gov
B. Contractor/Service Provider Contract Administration:
BODYWORKS COLLISION, INC
753 10thStreet, Imperial Beach, CA 91932
619)420-6300 (office) / ( 619)318-1121 (cellular)
bodyworkscollisioninc@gmail. com
For Legal Notice Copy to:
BodyWorks Collision Holdings 1, Inc., Liisa Thomas, President 753 10thStreet, Imperial Beach, CA 91932
619) 420- 6300 ( office) / ( 619) 318- 1121 ( cellular) bodyworkscollisioninc@gmail. com
2. Required Services
A. General Description:
Contractor/ Service Provider BodyWorks Collision, Inc will provide collision repair for automobiles, vans, trucks, and emergency vehicles and equipment. This may include refinishing and painting of parts, components, and equipment.
B. Detailed Description:
a) Bid Award: The City intends to award contracts to multiple firms for collision repair services. For each new job that arises the City will request quotes from the selected firms and the job will be awarded based on the best combination of price and turnaround time. b) Quality of Work: Repair and refinishing work must meet an acceptable level in terms of cost, time and workmanship as determined by Fleet management. All paintwork will be guaranteed against cracking, peeling, lifting, flaking, and discoloration for the life of the vehicle. A base coat/ clear coat two- stage Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 13 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025 paint processwill be usedin all instances, unlessotherwise specified by Fleet staff. Failure to perform repairs properly and on a timely basiswill be consideredgrounds for terminating this agreement. c) Warranty & Quality Assurance: All repairs comewith workmanship warranties to ensurelong-lasting results. Each vehicle undergoes comprehensive quality control inspections prior to delivery, maintaining high standardsof repair and overall vehicle quality. d) Response / Turnaround:
i. Generally, work will be scheduled with 24 to 48 hours advance notice, and with reasonable time to complete the requestedrepairs.
ii. A significant amount of the work covered by this agreementwill be performed on emergency responsevehicles. In thesecases, little or no advancenotice may be provided. The vendor must be willing to make whatever arrangementsare necessaryto ensure that these vehicles are returned to service asquickly aspossible.
iii. Vendor will provide vehicle pickup and delivery options. If not drivable, the city will arrange for towing.
e) ShopExperience Level:
i. All repair work will be performed by journey-level collision repair technicians. "ASE" or "I- CAR" certification in automotive body repair is highly desirable. ii. The vendor will usethe most current repair methodsand materials available and will employ suitable repair equipment to ensurethe satisfactory execution of any repair. iii. The vendor will be required to subscribe to multiple manufacturers provided databases to ensure proper manufacturer mandated procedures throughout the repair process. This insures the safe and quality of repairs.
f) Location: The vendor’s facility shall be located within a 25- mile radius of the City of Chula Vista’s Public Works Yard located at 1800 Maxwell Rd. Chula Vista, CA 91911. g) Parts
i. The vendor will provide all parts, unless other arrangements are made with the City’ s Fleet staff.
ii. All parts will be purchased new, from the original equipment manufacturer ( OEM). iii. If an " OE" part is not available or it is evident that procuring an " OE" part will cause excessive downtime, acceptable substitutes may be used, with the advance approval of the City’ s Fleet staff.
Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 14 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025 iv. " Rebuilt" or "remanufactured" assembliesmay be usedin the repair of equipment covered by this agreement, if approved by the City’s Fleet staff.
h) Estimates:
i. An estimateof the required parts and labor for eachjob will be provided in advance, to City’s Fleet staff, who will give written approval to proceedwith repairs. ii. Labor estimates will be based on job times published in the current edition of " Chilton Estimator's Guide," " Mitchell Collision Estimating Guide," " Motor Crash Estimating Guide,” or their electronic equivalents.
iii. Work that is not covered by the collision- estimating guides noted above will be quoted on a time and materials" basis.
iv. The total price quoted in any estimate may not be exceededwithout advanceapproval from City’s Fleet staff. If during the courseof the originally estimatedrepairs it is noted that further repairs will be needed, another estimatewill be submitted to Fleet staff for approval. i) Cost Limits: All repairsrequire advancewritten approval from the City’s Fleet Managementstaff. The vendor will not exceedthe total amount of the purchaseorder without written approval. j) Regulatory Compliance: Vendor will comply with all policies, guidelines, rules and regulations administered by the following agencies:
i. Bureau of Automotive Repair (BAR)
ii. Environmental Protection Agency (EPA) - Stateand Federal iii. Occupational Safety and Health ( OSHA) - State and Federal iv. Any other agencies that regulate:
1) Automotive repair
2) Collision repair
3) Discharge into sanitary and storm sewers
4) Hazardous materials and waste
5) Paint and solvent emissions
k) Invoicing: Vendor agrees to submit itemized invoices to the City’ s Fleet Staff, immediately upon completion of each job. All " miscellaneous" charges and travel time will be described fully. Purchase Order numbers must be identified on all invoices.
Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 15 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025
3. Term: In accordancewith Section 1.10 of this Agreement, the term of this Agreement shall begin March 3, 2026 and end on March 2, 2029 for completion of all Required Services.
4. Compensation:
A. Form of Compensation
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:
1. StandardLabor Rate – Body: $70.00/hr.; Refinish: $70.00/hr.; Frame: $125.00/hr.; Mechanical:
175.00/hr.; Electrical: $ 175.00/hr.; Aluminum: $ 105.00/hr.; Paint and materials: $55.00/hr.; Total loss storage: First three (3) days free, $75.00/day after the first three (3) free days.
2. Specialized Labor Rate – Pleasesee "1. StandardLabor Rate” immediately above.
3. Emergency/After- Hours Labor Rate – N/A
4. PartsMarkup ( above cost %) – 20%
5. PartsDiscount (off retail pricing %) – N/A
6. Materials Markup ( above cost %) – N/A
7. Materials Discount (off retail pricing %) – N/A
B. Reimbursement of Costs
None, the compensationincludes all costs
Notwithstanding the foregoing, the maximum amount to be paid to the Contractor/ Service Provider for services performed through March 2, 2029 shall not exceed $ 1,000, 000.
5. Special Provisions:
Permitted Sub- Contractor/ Service Providers: Not applicable.
Security for Performance: Not applicable.
Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for two ( 2) additional one-year terms or March 2, 2031. The City Manager or Director of Finance/ Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms and conditions contained herein, provided that the amounts specified in Section 4 above may be increased by up to the change in the annual San Diego Area Consumer Price Index, in an amount not to exceed 5% for each extension for each extension. The City shall give written notice to Contractor/ Service Provider of the City’ s election to exercise the extension via the Notice of Exercise of Option to Extend document. Such notice shall be provided at least thirty ( 30) days prior to the expiration of the term.
Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 16 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025
EXHIBIT B
INSURANCE REQUIREMENTS
Contractor/Service Provider shall adhereto all terms and conditions of Section 3 of the Agreement and agreesto provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes x).
Type of Insurance Minimum Amount Form
General Liability:
Including products and
completed operations,
personaland
advertising injury
2,000,000 per occurrence for
bodily injury, personal injury
including death), and property
damage. If Commercial General
Liability insurance with a general
aggregate limit is used, either the
general aggregatelimit must apply
separatelyto this Agreement or the
general aggregate limit must be
twice the required occurrencelimit
Additional Insured Endorsement
or Blanket AI Endorsementfor
City*
Waiver of Recovery Endorsement
Insurance Services Office Form
CG 00 01
Must be primary and must not
exclude Products/Completed
Operations
Automobile Liability $ 1,000,000 per accident for bodily injury, including death, and
property damage
Insurance Services Office Form
CA 00 01
Code 1-Any Auto
Code 8-Hired
Code 9-Non Owned
Workers’
Compensation
Employer’ s Liability
1,000, 000 each accident
1,000, 000 disease policy limit
1,000, 000 disease each employee
Waiver of Recovery Endorsement
Other Negotiated Insurance Terms: NONE
Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 17 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025
EXHIBIT C
CONTRACTOR/ SERVICE PROVIDER CONFLICT OF INTEREST DESIGNATION The Political Reform Act1and the Chula Vista Conflict of Interest Code2 (“Code”) require designatedstate and local government officials, including someContractor/Service Providers, to make certain public disclosuresusing a Statementof Economic Interests form ( Form 700). Once filed, a Form 700 is a public document, accessibleto 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 A. Contractor/Service Provider IS a corporation or limited liability company and is therefore EXCLUDED4 from disclosure.
B. Contractor/Service Provider is NOT a corporation or limited liability company and disclosure designation is asfollows:
APPLICABLE DESIGNATIONS FOR INDIVIDUAL( S) ASSIGNED TO PROVIDE SERVICES Category descriptions available at www.chulavistaca.gov/departments/city-clerk/conflict- of-interest-code.) Name Email Address Applicable Designation
Enter Name of Each Individual
Who Will Be Providing Service
Under the Contract – If
individuals have different
disclosure requirements,
duplicate this row and
complete separately for each
individual
Enter email address(es) A. Full Disclosure
B. Limited Disclosure (selectoneor more of
the categoriesunder which the Contractor shall
file):
1. 2. 3. 4. 5. 6. 7.
Justification:
C. Excluded from Disclosure
1. Required Filers
Each individual who will be performing services for the City pursuant to the Agreement and who meetsthe 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 designateeachindividual who will be providing services to the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure, basedon 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 haveany questionsregarding filing requirements, pleasedo not hesitateto contact the City Clerk at (619)691-5041, or the FPPC at 1-866-ASK- FPPC, or (866) 275-3772 *2.
Pursuantto the duly adoptedCity of Chula Vista Conflict of InterestCode, this documentshall serveasthe written determinationof the Contractor’s requirementto comply with the disclosurerequirementssetforth in the Code.
Completed by: Alicia Granados
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.4th261; FPPC Reg. 18700.3 (Consultant defined as an “individual” who participates in making a governmental decision; “individual” does not incl ude corporation or limited liability company).
Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8 18 City of Chula Vista Agreement No.: 2026- 005
Service Provider Name: BodyWorks Collision, Inc Rev. 1/14/2025
EXHIBIT D
CONSULTANT LEVINE ACT DISCLOSURE
California Government Code section 84308, commonly referred to asthe Levine Act, prohibits any City of Chula Vista Officer5 (“Officer”) from taking part in decisions related to a contract if the Officer received a political contribution totaling more than $250 within the previous twelve months, and for twelve months following the date a final decision concerning the contract hasbeenmade, from the person or company awarded the contract.
The Levine Act also requires disclosure of such contribution by a party to be awarded a specific contract. The Levine Act doesnot apply to competitively bid, labor, or personalemployment contracts.
A. The Levine Act ( Govt. Code §84308) DOES NOT apply to this Agreement.
B. The Levine Act (Govt. Code §84308) doesapply to this Agreement andthe required disclosure is asfollows:
Current Officers can be located on the City of Chula Vista’s websitesbelow:
Mayor & Council - https://www. chulavistaca.gov/departments/mayor-council City Attorney - https://www. chulavistaca.gov/departments/city- attorney/about-us Planning Commissioners – www. chulavistaca.gov/pc
Candidatefor Elected Office – www. chulavistaca.gov/elections
1. Have you or your company, or any agent on behalf of you or your company, made political contributions totaling more than $250 to any Officer in the 12 months preceding the date you submitted your proposal, the date you completed this form, or the anticipated dateof any Council action related to this Agreement? YES: If yes, which Officer( s): Click or tap hereto enter text.
NO:
2. Do you or your company, or any agent on behalf of you or your company, anticipate or plan to make political contributions totaling more than $250 to any Officer in the 12 months following the finalization of this Agreement or any Council action related to this Agreement?
YES: If yes, which Officer( s): Click or tap here to enter text.
NO:
Answering yes to either question above may not preclude the City of Chula Vista from entering into or taking any subsequent action related to the Agreement. However, it may preclude the identified Officer( s) from participating in any actions related to the Agreement.
5 “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. GC § 84308
Docusign Envelope ID: 097C549E- D96D- 4409- 8020- 8D3D6393AAF8