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LANDSCAPE MAINTENANCE AGREEMENT
FOR OTAY RANCH VILLAGE 8 EAST
This Landscape Maintenance Agreement (“Agreement”) is made this [DATE] (“Effective Date”), by and between HomeFed Village 8E, LLC (“Developer”), and the City of Chula Vista, a California Municipal Corporation (“City”), with reference to the following facts:
RECITALS
A. Developer or its affiliate owns the real property generally known as Otay Ranch Village 8 East (“Project”) located in the City of Chula Vista.
B. As part of the development of the Project, Developer desires to grade and install a fence within the State Highway right-of-way on State Route 125, as shown on Exhibit A attached hereto (“ Maintenance Area ”). The City intends to enter into a Landscape Maintenance Agreement in the form of Exhibit B attached hereto (“Caltrans Agreement”) with the State of California, acting by and through the Department of Transportation (the “ State”), whereby the City will agree to maintain the Maintenance Area.
C. In connection with the Caltrans Agreement, the State will issue an encroachment permit authorizing the City and its contractors, including Developer, to enter the Maintenance Area for purposes of performing the work and maintenance described below.
D. To induce the City to enter into the Caltrans Agreement, Developer agrees to perform the City’s maintenance obligations under the Caltrans Agreement as provided in this Agreement. Developer may assign this Agreement to the Côta Vera Community Association, a California non -profit mutual benefit corporation (“ HOA”), formed to manage the residential portions of Village 8 East and other property.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as set forth below.
1. Obligations. Developer hereby covenants and agrees, at its sole cost and expense, to assume, perform, and satisfy all obligations of the City under the Caltrans Agreement, including but not limited to maintaining, repairing, replacing, and performing any corrective work or other activities required thereunder, the Maintenance Area in accordance with the terms of the Caltrans Agreement.
Developer acknowl edges and agrees that such obligations include , without limitation, any corrective grading, reconstruction, or repair work required to comply with the Caltrans Agreement, including obligations arising from changes to SR -125 Interchanges Project Approval and Environmental Document (PA&ED) or from defects in the design or construction of improvements within the Maintenance Area.
Developer shall provide and maintain, at its sole cost and expense, security in a form and amount acceptable to the City to guarantee the faithful performance of its obligations of -2- City Maintenance Agreement
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corrective grading, reconstruction, or repair work required to comply with the Caltrans Agreement.
In addition, Developer shall provide and maintain separate security, in a form and amount acceptable to the City, to guarantee the faithful performance of its ongoing landscape maintenance and potential corrective obligations within the Maintenance Area. Such security may include, but is not limited to, a performance bond, letter of credit, or other financi al assurance acceptable to the City, and shall remain in effect until the City determines that the secured obligations have been satisfied or are no longer applicable.
2. Insurance. Developer agrees to maintain during the term of this Agreement insurance in accordance with Section 10 of the Caltrans Agreement covering its activities within the Maintenance Area.
3. Indemnification. Developer further understands and agrees that City, as indemnitee, or any officer or employee thereof, shall not be liable for any injury to person or property occasioned by reason of the acts or omissions of Developer, its agents or employees, related to the Maintenance Area and Developer’s activities performed pursuant to this Agreement or the Caltrans Agreement. Developer further agrees to fully defend, indemnify and save harmless the City and all of its officers and employees from all claims, suits or actions of every name, kind and description, including, but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability, occurring by reason of anything done or omitted to be done by Developer under this Agreem ent, including claims made by the State pursuant to Section 9.4 of the Caltrans Agreement. However, nothing in this Section shall apply to any liability or claims arising from the active negligence or willful misconduct of City or its officers or employees .
Developer will reimburse the City for any and all costs, expenses, or liabilities incurred by the City arising out of or related to the Caltrans Agreement.
4. Caltrans Agreement. City agrees (i) to promptly provide to Developer copies of any and all notices given or received by City in connection with the Caltrans Agreement and (ii) not to amend, modify or terminate the Caltrans Agreement without Developer’s prior written approval.
5. Release of Obligations . This Agreement shall be binding upon and inure to t he benefit of the successors and assigns of the Developer. Upon Developer’s assignment of this Agreement to the HOA and the HOA’s assumption of all obligations under this Agreement arising on or after the date of such assignment, Developer shall be released from all obligations of this Agreement. Individual owners of residential lots and condominiums within the Project shall have no obligations pursuant to this Agreement.
6. Governing Laws. This Agreement shall be governed and construed in accordance with the laws of the State of California.
7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be original and all of which shall constitute one and the same document.
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8. Miscellaneous Provisions.
8.1 Entire Agreement . This Agreement, together with any other written document attached hereto as an Exhibit, embody the entire Agreement and understanding between the parties relating to the subject matter hereof and any and all other prior or contemporaneous oral or written agreements are hereby superseded. This Agreement may be amended, but only pursuant to a written amendment properly authorized and executed by both parties hereto.
8.2 Compliance with Laws . In the performance of its obligations under this Agreement, Developer shall comply with any and all applicable federal, state and local laws, regulations, policies, permits and approvals.
8.3 Recitals and Exhibits. All Recitals and attached Exhibits referred to herein are hereby incorporated hereunder.
8.4 Term. This Agreement shall remain in effect for so long as Developer or the HOA has executory obligations hereunder. However, this Agreement shall terminate upon termination of the Caltrans Agreement, including any such termination due to decertification of the Maintenance Area from of the State right of way.
8.5 Assignment. Except for an assignment to the HOA, the obligations of the Developer under this Agreement shall not be assigned in whole or in part without the express written consent of the City.
8.6 Authority of Signatories. Each party hereto hereby warrants and represents to the other party that it has legal authority and capacity to enter into this Agreement, and that all resolutions and/or other actions have been taken so as to enable it to enter into this Agreement.
8.7 Termination. Upon the termination of this Agreement pursuant to applicable provisions hereof, at the request of Developer, the City will execute an instrument prepared by Developer in a form acceptable to the City Attorney which evidences the termination of this Agreement.
8.8 Attorney’s Fees . If either party commences litigation for the judicial interpretation, reformation, enforcement or rescission hereof, the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorney’s fees and court costs incurred.
8.9 Preparation of Agreement. No inference, assumption or presumption shall be drawn from the fact that a party or his/her attorney prepared a nd/or drafted this Agreement. It shall be conclusively presumed that both parties participated equally in the preparation and/or drafting of this Agreement.
8.10 Notices. Unless otherwise provided in this Agreement or by law, any and all notices required or permitted by this Agreement or bylaw to be served on or delivered to either -4- City Maintenance Agreement
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party shall be in writing and shall be deemed duly served, delivered, and received when personally delivered to the party to whom it is directed, or in lieu thereof, when three (3) business days have elapsed following deposit in the U. S. Mail, certified or registered mail, return receipt requested, first-class postage pre -paid, addressed to the address indicated in this Agreement. A party may change such address for the purpose of t his paragraph by giving written notice of such change to the other party.
CITY OF CHULA VISTA
276 Fourth Avenue
Chula Vista, CA 91910
Attention: City Attorney
DEVELOPER
HomeFed Village 8E, LLC.
1903 Wright Place, Suite 220
Carlsbad, CA 92008
Attention: Erin Rhue
8.11 Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed to be original but all of which, when taken together shall constitute but one instrument.
8.12 Miscellaneous. The above-referenced Recitals are true and correct and are incorporated into the body of this Agreement by this reference.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
DEVELOPER:
HomeFed Village 8E, LLC
By:
Name:
Title:
CITY OF CHULA VISTA
By:
City Manager
APPROVED AS TO FORM:
By:
City Attorney
ATTEST:
By:
City Clerk
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Attachments:
Exhibit A: Maintenance Area
Exhibit B: Caltrans Agreement
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EXHIBIT A
MAINTENANCE AREA
AREA TO BE MAINTAINED BY THE
CITY OF CHULA VISTA
MAINTENANCE AGREEMENT
EXHIBIT "A"
SHEET 1 OF 1
DIST. CO. RTE. POST MILE
11 SD 125 0-2
FMA No. DATE
LMA-25-11-SD-125-
PM0-PM2-TDC-01 11/7/2025
6/9/2025
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1 EXHIBIT B
LANDSCAPE MAINTENANCE AGREEMENT
BETWEEN
CALIFORNIA DEPARTMENT OF TRANSPORTATION (CALTRANS)
AND
CITY OF CHULA VISTA
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2 LANDSCAPE MAINTENANCE AGREEMENT
WITH THE CITY OF CHULA VISTA
THIS AGREEMENT is made effective this day of , 20 , by and between the State of California, acting by and through the Department of Transportation, hereinafter referred to as “STATE” and the CITY of Chula Vista; hereinafter referred to as “CITY” and collectively referred to as “PARTIES.”
1. The PARTIES hereto mutually desire to identify the maintenance responsibilities of CITY for newly constructed or revised improvements within STATE’s right of way by Permit Number(s) .
2. This Agreement addresses CITY’s maintenance responsibility for the slope landscaping, vegetation management, erosion control, debris removal, structural reinforcements, and slope stability monitoring (collectively the “LANDSCAPING”) placed within State Highway right of way on State Route 125, as shown on Exhibit A, attached to and made a part of this Agreement.
3. Maintenance responsibilities that include, but are not limited to, inspection, providing emergency repair, replacement, and maintenance, (collectively hereinafter “MAINTAIN/MAINTENANCE”) of LANDSCAPING as shown on said Exhibit “A.”
4. The degree or extent of maintenance work to be performed, and the standards, therefore, shall be in accordance with the provisions of Section 27 of the Streets and Highways Code and the State Maintenance Manual.
5. When a planned future improvement is constructed and/or a minor revision has been effected with STATE’s consent or initiation within the limits of the STATE’s right of way herein described which affects PARTIES’ division of maintenance responsibility as described herein, PARTIES will agree upon and execu te a new dated and revised Exhibit “A” which will be made a part hereof and will thereafter supersede the attached original Exhibit “A” to thereafter become a part of this Agreement.
5.1. The new exhibit can be executed only upon written consent of the PARTIES hereto acting by and through their authorized representatives. No formal amendment to this Agreement will be required.
6. CITY agrees, at CITY expense, to do the following:
6.1. CITY will MAINTAIN or have an authorized licensed contractor with appropriate class of license in the State of California, MAINTAIN LANDSCAPING conforming to those plans and specifications (PS&E) pre-approved by STATE. CITY will have 6/9/2025
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3 in place a valid necessary encroachment permits prior to the start of any work within STATE’S right of way.
6.1.1. An Encroachment Permit rider may be required for any changes to the scope of work allowed by this Agreement prior to the start of any work within STATE's right of way
6.2. CITY shall ensure that LANDSCAPED areas designated on Exhibit “A” are provided with adequate scheduled routine MAINTENANCE necessary to MAINTAIN a neat and attractive appearance including providing for water, and fertilizer necessary to sustain healthy plant growth during the entire life of this Agreement.
6.2.1. To prune shrubs, tree plantings, and trees to control extraneous growth and ensure STATE standard lines of sight to signs and corner sight distances are always maintained for the safety of the public.
6.2.2. To replace unhealthy or dead plantings when observed or within 30 days when notified in writing by STATE that plant replacement is required.
6.2.3. To expeditiously MAINTAIN, replace, repair or remove from service any components of LANDSCAPING system that has become unsafe or unsightly.
6.3. To furnish electricity for irrigation system controls, and lighting system controls for all street lighting systems installed by CITY.
6.4. To MAINTAIN, repair and operate the irrigation systems in a manner that prevents water from flooding or spraying onto STATE highway, spraying parked and moving automobiles, spraying pedestrians on public sidewalks/bike paths, or leaving surface water that becomes a hazard to vehicular or pedestrian/bicyclist travel.
To control weeds at a level acceptable to the STATE. Any weed control performed by chemical weed sprays (herbicides) shall comply with all laws, rules, and regulations established by the California Department of Food and Agriculture. All chemical spray operations shall be rep orted quarterly (Form LA17) to the STATE to: District11 Maintenance at 4050 Taylor St, San Diego, CA 92110.
6.5. CITY shall ensure LANDSCAPING within the Agreement limits provide an acceptable walking and riding surface, and will provide for the repair and removal of dirt, debris, graffiti, weeds, and any deleterious item or material on or about the LANDSCAPING in an expeditious manner.
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6.6. To MAINTAIN all parking or use restrictions signs encompassed within the area of the LANDSCAPING.
6.7. CITY shall be responsible for the ongoing MAINTENANCE of the slope, as identified in Exhibit "A", including the modified slope gradient from 2:1 to 4:1. This responsibility includes regular inspection, erosion control measures, structural integrity monitoring, and immediate corrective actions required to stabilize and preserve the slope. CITY agrees to implement best management practices consistent with the current edition of the STATE’sMAINTENANCE MANUAL, Chapter C5, and any additional requirements established by STATE.
6.7.1. CITY shall proactively manage vegetation, erosion control installations, debris removal, and any structural reinforcements necessary to maintain slope stability. CITY agrees to perform annual assessments, with additional inspections during and a fter major storms, and provide STATE with written documentation of these inspections and any MAINTENANCE actions taken or recommended within 30 days of assessment.
6.7.2. CITY shall ensure slope maintenance practices minimize sediment accumulation within adjacent drainage systems. While CITY is not responsible for the direct maintenance of culverts or drainage structures, CITY shall report observed sediment accumulation or debris within these drainage features during routine inspections within three (3) days, allowing STATE to take appropriate action.
6.7.3. CITY acknowledges that due to the structural nature of the slope, any MAINTENANCE activities affecting STATE’s right of way shall require an Encroachment Permit. CITY shall secure and maintain such permits in compliance with STATE requirements.
6.7.4. CITY shall promptly notify STATE of any significant deterioration, hazards, or emergency conditions affecting slope stability and immediate ly undertake measures to mitigate risks to public safety and infrastructure, complying fully with the requirements described in STATE’s Maintenance Manual, Chapter C5.
6.7.5. CITY acknowledges that the Access Control Area identified in Exhibit "A" is consistent with the current grading plans but remains subject to final location determination pending completion of the SR -125 Interchanges Project Approval and Environmental Document (PA&ED) process and any associated decertification efforts. The grading performed under the Encroachment Permit (EPE permit) has been designed to avoid precluding any of the alternatives currently under consideration in the SR -125 Interchanges PA&ED. C ITY shall ensure continued compliance with evolving project 6/9/2025
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alternatives during the development of the PA&ED. If the final PA&ED design is inconsistent with the graded condition completed under the EPE permit, CITY shall, at its sole cost and expense, perf orm any additional grading or corrective work required to achieve consistency with the final PA&ED - approved design.
6.7.6. The CITY agrees that the graded condition completed under the EPE permit shall not be considered a new existing condition for envi ronmental or engineering purposes. CITY shall not object to the final SR -125 Interchanges PA&ED on the basis of the previously graded condition or on grounds of financial hardship resulting from any required corrective work.
6.7.7. In the event of slope failure due to defects in the design or construction of the grading, CITY shall be solely responsible for all repairs and cleanup activities, including those within the STATE’s right of way.
6.8. Graffiti Removal. LOCAL AGENCY, at LOCAL AGENCY’s sole cost and expense, shall remove all graffiti described in this section. LOCAL AGENCY is solely responsible for ensuring that any graffiti that in any way resembles a mural, artwork, paintings, or other similar elements shall not be removed without the written author ization of STATE. Graffiti removal must protect air and water quality as required by law. LOCAL AGENCY shall conform to the terms stated in STATE’s Maintenance Manual, Volume 1, Family D Chapter, D1.06.
6.9. Unsheltered Encampments. LOCAL AGENCY shall remove Persons Experiencing Homelessness (PEH) and any structures, personal property, debris, and/or other items related to the encampment from the undercrossing, subject to STATE’s Encampment Removal policy, MPD 1001 R1 and applicable State and Federal law.
Nothing in this Agreement grants or waives the right of California Highway Patrol (CHP) and other law enforcement agencies having jurisdiction over the Locations in shown in Exhibit A.
6.10. To remove LANDSCAPING and appurtenances and restore STATE owned areas to a safe and attractive condition acceptable to STATE in the event this Agreement is terminated as set forth herein.
7. STATE may provide CITY with timely written notice of unsatisfactory conditions that require correction by the CITY. However, the non -receipt of notice does not excuse CITY from maintenance responsibilities assumed under this Agreement.
8. STATE shall issue encroachment permits to CITY at no cost to it.
9. LEGAL RELATIONS AND RESPONSIBILITIES:
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9.1. Nothing within the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not party to this Agreement, or affect the legal liability of either PARTY to this Agreement by imposing any standard of care respecting the design, construction and maintenance of these STATE highway improvements or CITY facilities different from the standard of care imposed by law.
9.2. If during the term of this Agreement, CITY should cease to MAINTAIN the LANDSCAPING to the satisfaction of STATE as provided by this Agreement, STATE may either undertake to perform that MAINTENANCE on behalf of CITY at CITY’s expense or direct CITY to remove or itself remove LANDSCAPING at CITY’s sole expense and restore STATE’s right of way to its prior or a safe operable condition.
CITY hereby agrees to pay said STATE expenses, within thirty (30) days of receipt of billing by STATE. However, prior to STATE performing any MAINTENANCE or removing LANDSCAPING, STATE will provide written notice to CITY to cure the default and CITY will have thirty (30) days within which to affect that cure.
9.3. Neither CITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by STATE under or in connection with any work, authority or jur isdiction arising under this Agreement. It is understood and agreed that STATE shall fully defend, indemnify and save harmless CITY and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation and other theories or assertions of liability occurring by reason of anything done or omitted to be done by STATE under this Agreement with the exception of those actions of STATE necessary to cure a noticed default on the part of CITY.
9.4. Neither STATE nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction arising under this Agreement. It is understood and agreed that CITY shall fully defend, indemnify and save harmless STATE and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CITY under this Agreement.
9.5. PREVAILING WAGES:
9.5.1. Labor Code Compliance- If the work performed under this Agreement is done under contract and falls within the Labor Code section 1720(a)(1) definition of a "public works" in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code section 1771. 6/9/2025
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CITY must conform to the provisions of Labor Code sections 1720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Articles 1-7. CITY agrees to include prevailing wage requirements in its contracts for public works. Work performed by CITY'S own forces is exempt from the Labor Code's Prevailing Wage requirements.
9.5.2. Requirements in Subcontracts - CITY shall require its contractors to include prevailing wage requirements in all subcontracts when the work to be performed by the subcontractor under this Agreement is a "public works" as defined in Labor Code Section 1720(a)(1) and Labor Code Section 1771.
Subcontracts shall include all prevailing wage requirements set forth in CITY's contracts.
INSURANCE - CITY and its contractors shall maintain in force, during the term of this agreement, a policy of general liability insurance, including coverage of bodily injury liability and property damage liability, naming the STATE, its officers, agents and employees as the additional insured in an amount of $1 million per occurrence, $2 million in aggregate, and $5 million in excess. Coverage shall be evidenced by a certificate of insurance in a form satisfactory to the STATE that shall be delivered to the STATE with a signed copy of this Agreement.
10. TERMINATION - This Agreement may be terminated by timely mutual written consent by PARTIES, and CITY’s failure to comply with the provisions of this Agreement may be grounds for a Notice of Termination by STATE.
11. TERM OF AGREEMENT -This Agreement shall become effective on the date first shown on its face sheet and shall remain in full force and effect until amended or terminated at any time upon mutual consent of the PARTIES or until terminated by STATE for cause.
PARTIES are empowered by Streets and Highways Code Section 114 & 130 to enter into this Agreement and have delegated to the undersigned the authority to execute this Agreement on behalf of the respective agencies and covenants to have followed all the necessary legal requirements to validly execute this Agreement.
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IN WITNESS WHEREOF, the PARTIES hereto have set their hands and seals the day and year first above written.
THE CITY OF CHULA VISTA STATE OF CALIFORNIA
DEPARTMENT OF
TRANSPORTATION
By:
Mayor/Chairman
Initiated and Approved
By:
CITY Manager
By:
Shawn Rizzutto
Deputy District Director Maintenance
District
ATTEST:
By:
CITY Clerk
By:
CITY Attorney
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DRAFT OF EXHIBIT “A” FORMAT
FOR USE WITH
A MAINTENANCE AGREEMENT
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DIST. CO. RTE. POST MILE
11 SD 125 0 - 2
FMA No. DATE
LMA-25-11-SD-125-
PM0-PM2-TDC-01 4/15/2025
Area to be Maintained by the
City of Chula Vista
MAINTENANCE AGREEMENT
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EXHIBIT "A"
SHEET 1 OF 1 SHEETS