ACTION:
____________________________
Clerk/Secretary
Department: Public Works Item No: C15
Prepared by: Kristina Geno, Management Assistant Meeting Date: June 24, 2025 Approved by:
Chris Arce, Public Works Director
John Conley, City Manager Agenda Location: Consent Calendar S
UBJECT: AGREEMENT WITH PRIDE INDUSTRIES FOR LITTER ABATEMENT SERVICES RE
COMMENDATION: Adopt City Council Resolution No. 2025- , approving an agreement with PRIDE Industries for litter abatement services.
CO
UNCIL GOALS: A Cleaner, More Beautiful Vista.
P
RIOR ACTION: On June 28, 2022, adopted City Council Resolution No. 2022-106, approving the fourth amendment to the agreement with Pride Industries for groundskeeping, trash abatement and recycling services (Vote: 4-0).
O
n June 22, 2021, adopted City Council Resolution No. 2021-108, approving the second amendment to the agreement with Partnerships With industry for groundskeeping, trash abatement and recycling services (Vote: 5-0).
A
prior list of comprehensive actions is included in Exhibit 3.
S
TATEMENT ON THE SUBJECT: PRIDE Industries (Pride), is a California 501(c)(3) nonprofit corporation. The City of Vista has utilized this Supported Employment Program since 1987 to maintain litter control, eliminate blight, and to assist in preventing litter pollution from entering storm drains and creeks. Services include daily trash and litter collection along roads and in the public right-of-way throughout the City’s boundaries and separating all qualified recyclable materials collected from regular trash. Their Supported Employment Program is an adult vocational program that provides specialized productive work training in the community for individuals with developmental disabilities. Under the program a qualified job coach is provided to supervise crews and develop job training skills for the adult participants. The City’s agreement with Pride includes a job coach and a crew of up to four crew members assigned to the Public Works Department for approximately 20 hours per week. Pride provides a unique service that cannot be matched by for-profit enterprises and operates in the best interests of the community. These services are essential to meeting City Council goal of maintaining a cleaner, more beautiful Vista.
D
ue to the unique nature of the services Pride offers, staff recommend forgoing the normal bidding procedure and creating a contract with them under the Vista Municipal Code, Section 3.08.150N when the commodity or service can be obtained by only one vendor.
AGENDA
REPORT
CITY COUNCIL
COMMUNITY DEVELOPMENT COMMISSION
SUCCESSOR AGENCY
BUENA SANITATION DISTRICT
JOINT POWERS FINANCING AUTHORITY
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MEETING DATE: June 24, 2025 PAGE 2
SUBJECT: AGREEMENT WITH PRIDE INDUSTRIES FOR LITTER ABATEMENT SERVICES
Our current agreement with Pride will expire on June 30, 2025. Staff recommend a new agreement for continued services with an initial term of 36 months and an additional 24-month extension option, not to exceed 60 months.
FISCAL IMPACT: The agreement with Pride will have an annual ceiling of $110,000. Sufficient funding is included in the Fiscal Year 2025/26 and 2026/27 Operating Budgets in the following accounts.
Account Name Account No. Amount Budgeted Stormwater Maint. FY 24/25 CA Beverage 5010470.531500.CRB25 $25,138 CMTC Maintenance Service Contract 5110478.521040 $60,000 Storm Maintenance Service Contract 5010470.521040.00086 $24,000 TOTAL $109,138
Funding for subsequent years will be included in yearly budget preparations.
EXHIBITS:
1. City Council Resolution No. 2025- , approving an agreement with PRIDE Industries for litter abatement services.
2. Agreement with PRIDE Industries, for litter abatement services
3. Prior Actions
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00029213 7
RESOLUTION NO. 2025-
A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF
VISTA, CALIFORNIA, APPROVING AN AGREEMENT WITH PRIDE
INDUSTRIES FOR LITTER ABATEMENT SERVICES
The City Council of the City of Vista does resolve as follows:
1. Findings. The City Council hereby finds and declares the following:
A. The City requires assistance with litter abatement services.
B. The City and PRIDE Industries desire to enter into an agreement for litter abatement services.
C. Due to the unique nature of the services PRIDE Industries provides, staff recommends forgoing the normal bidding procedure and creating a contract with Pride Industries under the City’s Municipal Code section 3.08.150(N) as the commodity or service can be obtained from only one unique vendor.
2. Action.
A. The Agreement between the City of Vista and PRIDE Industries for litter abatement services.
B. The Mayor is authorized to sign the Agreement on behalf of the City.
3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on June 24, 2025, by the following vote:
AYES:
NOES:
ABSTAIN:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
APPROVED
Walter C. Chung
20250610111223
JOHN B. FRANKLIN, MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
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EXHIBIT 1
City Services (Non-Construction) (No RFP)
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PRIDE INDUSTRIES
[72787-1]00072787 2
CONTRACT FOR LITTER ABATEMENT SERVICES
THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).
1.0 THE “PARTIES”
The “City”:
CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: Aldo Hernandez
Billing Contact: Nicole O’Bleness
The “Contractor”
PRIDE INDUSTRIES, a California 501 (c)(3)
nonprofit corporation
10030 Foothills Blvd
Roseville, CA 95747
Contact: David Cuevas
2.0 BASIC TERMS
2.1 Contractor has submitted to City a Proposal to perform certain “Services” dated June 4, 2025 (“Exhibit A”).
2.2 The “Project” for which the Services are required is described in Exhibit A.
2.3 Contractor desires to enter into this “Contract” with City for the Services.
2.4 The “Contract Ceiling Price” is $ 110,000 per year.
3.0 CONTRACT TERM
This Contract shall be in effect for 36 calendar months (“Term”). The Term may be extended at the City’s option for an additional 24 months, in increments of City’s choice, for a maximum Term of 60 from the Contract Date.
3.1 City may terminate this Contract upon 30-days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.
4.0 SCOPE
Contractor shall perform all Services including, labor, materials, software, supplies, reports, and documents for as may be required from time to time, in accordance with Exhibit A. The Services shall be complete, and all work, material and services not expressly called for in the Proposal which may be necessary to carry out the Contract in good faith, shall be performed by the Contractor at no increase in cost to City. In the event of a conflict between the provisions this Contract text and Exhibit A, this Contract text shall control. 06/24/2025
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EXHIBIT 2
City Services (Non-Construction) (No RFP) 2 of 9 PRIDE INDUSTRIES [72787-1]00072787 2
5.0 COMPENSATION
5.1 City shall pay Contractor on a time and material rate as set forth in Exhibit A for the Services to be performed.
5.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.
5.3 Changes in, additions to, or deductions from the Services, including increases or decreases in the quantity of any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:
5.3.1 The changes, additions, and deductions to be made.
5.3.2 The increase or decrease in compensation due the Contractor, if any.
5.3.3 Adjustment in the time of completion, if any.
5.4 Contract Ceiling Price
5.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this Contract.
5.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.
5.5 Except as provided in Exhibit A, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract.
6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications and appendices and all addenda setting forth any modifications or interpretations of any of these documents: Documents required under Exhibits A–E.
7.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.
8.0 ASSISTANCE BY CITY
All information, data, records, reports, and maps as are in possession of City and necessary for the carrying out of this work shall be available to Contractor without charge. City shall make 06/24/2025
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available to Contractor members of its staff for consultation with Contractor in the performance of this Contract. City does not warrant that the information data, records, reports, and maps heretofore or to be provided to Contractor are complete or accurate and Contractor should satisfy itself as to accuracy and completeness. City and Contractor agree that City shall have no liability should any information, data, records, reports, and maps be inaccurate, incomplete, or misleading. Unless provided in Exhibit A, no other assistance shall be provided by City to Contractor.
9.0 STANDARD OF PERFORMANCE
9.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience, and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.
9.2 Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.
10.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES
10.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.
10.2 Contractor represents and warrants that all design professional services, if any, shall be provided by a person or persons duly licensed by the State of California to provide the type of services described in Exhibit A.
10.3 Neither Contractor, nor any of Contractor's officers, employees, or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.
10.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents, and subcontractors that are included in this Contract.
10.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Contract. Neither Contractor 06/24/2025
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nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.
10.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this Contract. This is a continuing obligation that survives the termination of this Contract.
11.0 CIVIL RIGHTS
11.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws, and regulations hereinafter enacted.
11.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.
11.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.
11.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.
11.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.
11.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.
11.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the 06/24/2025
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Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee, or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.
12.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.
13.0 ASSIGNMENT AND SUBCONTRACTING
13.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
13.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this Contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this Contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee.
14.0 LICENSES
If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state, or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations.
15.0 FINANCIAL RECORDS
15.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records 06/24/2025
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shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.
15.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its Representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.
16.0 OWNERSHIP OF DOCUMENTS
16.1 Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, computer code, and detailed calculations developed under this contract, are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby assigns, waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services. If Contractor is providing copyrighted, proprietary materials in the performance of the Services, then the intellectual property provisions of Exhibit B shall prevail over the provisions of this section.
16.2 Contractor represents that it has secured all necessary licenses, consents or approvals to use the components of any intellectual property, including computer software, used in the rendering of services and the production of the work product produced under this Contract, and that City has full legal title to and the right to reproduce such materials. The Contractor covenants to defend, indemnify and hold City harmless of any loss, claim or liability in any way related to a claim that they are violating or have violated any federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked materials, equipment, devices, or processes used on or incorporated in the services and materials produced under this Contract. In case such materials, equipment, devices, or processes are held to constitute an infringement and their use is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the materials by suspension of any injunction or by procuring a license or licenses for the City; or (b) modify the materials so that they become non-infringing.
17.0 CONFIDENTIALITY
17.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.
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17.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.
18.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.
Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.
19.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.
20.0 INDEMNIFICATION
20.1 Contractor shall defend, indemnify and hold City and its officers, officials, employees, and volunteers (collectively, “Indemnitees”) harmless against any and all liability, loss, damage, fine, penalty, expense, claim or cost (including without limitation costs and fees of litigation) of every nature (collectively, “Liability”) arising out of or in connection with this Contract or its performance, including defects in design, except: (1) Liability caused by Indemnitees’ sole negligence or willful misconduct; or (2) for Liability caused by Indemnitees’ active negligence, in which case the indemnity received by Indemnitees shall be reduced by the amount: (i) that Indemnitees’ active negligence contributed to the Liability on a comparative basis; or (ii) such other amount as may be required by law (“Duty of Indemnification”).
20.2 Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor regardless of any prior, concurrent, or 06/24/2025
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subsequent active or passive negligence by the Indemnitees. In the event there is more than one person or entity named in the Agreement as a Contractor, then all obligations, liabilities, covenants and conditions under this instrument shall be joint and several.
21.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.
22.0 SERVICE OF NOTICE
22.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.
22.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.
23.0 LABOR LAW COMPLIANCE
California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker’s 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.”
24.0 SURVIVAL OF COVENANTS
Contractor’s obligations under Sections 16, 17 and 20 shall survive the termination of this Contract.
25.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.
26.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.
27.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California. 06/24/2025
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28.0 COUNTERPARTS; ELECTRONIC SIGNATURES; ELECTRONIC DELIVERY This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Parties agree that this Agreement, whether executed by electronic signature, digital signature, or constituting a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties, will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original executed Agreement or counterpart thereof, and without the requirement that the unavailability of such original executed Agreement or counterpart thereof first be proven.
Further, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).
29.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations, and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.
30.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.
CITY OF VISTA, a chartered municipal
corporation
By:
JOHN B. FRANKLIN, MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
APPROVED
Allegra Frost
20250604195717
RISK MANAGEMENT REVIEW:
ANALISA HOLBROOK, RISK MANAGER
By:
PRIDE INDUSTRIES, a California 501 (c)(3)
nonprofit corporation
By:
NAME/TITLE
By:
NAME/TITLE
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00072787 2 Exhibit A
EXHIBIT A
CONTRACTOR’S PROPOSAL
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00072787 2 Exhibit B
EXHIBIT B
NOT APPLICABLE TO THIS CONTRACT
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00072787 2 Exhibit C, Page 1 of 3
EXHIBIT C
INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor’s Duty of Indemnification.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
Contractor shall also provide the additional coverages checked below and at least as broad as:
4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
If the Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer to reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect 06/24/2025
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00072787 2 Exhibit C, Page 2 of 3
to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.
2. For any claims related to this Project, the Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.
Claims Made Policies
If any coverage required is written on a claims-made coverage form:
1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims reporting requirements must be submitted to City for review.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to City.
Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.
Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. City reserves the right to require 06/24/2025
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00072787 2 Exhibit C, Page 3 of 3
complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances. 06/24/2025
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00072787 2 Exhibit D
AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code §§ 1720, 1771.1, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700]
NOT APPLICABLE TO THIS CONTRACT
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00072787 2 Exhibit E
EXHIBIT E
SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:
1. State of California grant conditions, as attached.
2. Federal grant conditions, as attached.
3. Other conditions, as attached.
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PRIOR ACTION: On May 14, 2019, adopted City Council Resolution No. 2019-47, approving an agreement with Partnership With Industry for Groundskeeping and Trash Abatement Services (Vote: 5-0).
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n April 8, 2014 City Council Resolution No. 2014-51, approving an agreement with Partnership With Industry for Groundskeeping and Trash Abatement Services (Vote 5-0 ).
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n April 14, 2009, adopted City Council Resolution No. 2009-73, approving an agreement with Partnerships With Industry for Groundskeeping and Trash Abatement Services (Vote: 5-0).
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n November 14, 2006, adopted City Council Resolution No. 2006-221, approving the Amendment to the Agreement with Partnerships With Industry for Groundskeeping and Custodial Maintenance Services (Vote: 4-0, Vance absent).
On September 27, 2005, adopted City Council Resolution No. 2005-224, approving the Agreement for Groundskeeping and Custodial Maintenance Services with Partnerships With Industry (Vote: 4-0, Campbell absent).
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n October 26, 2004, adopted City Council Resolution No. 2004-221, approving the First Amendment to the Agreement Between the City of Vista and Partnerships With Industry for Groundskeeping and Custodial Maintenance Services(Vote: 4-0, Vance absent).
On September 23, 2003, adopted City Council Resolution No. 2003-205, approving Agreement for Groundskeeping and Custodial Maintenance Services with Partnerships With Industry (Vote: 4-0, Vance absent).
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n October 8, 2002, adopted City Council Resolution No. 2002-254, approving the First Amendment to the Agreement Between the City of Vista and Partnerships With Industry for Groundskeeping and Custodial Maintenance Services Dated October 10, 2000 (Vote: 4-0, one vacancy).
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n October 9, 2001, adopted City Council Resolution No. 2001-205, approving the First Amendment to the Agreement Between the City of Vista and Partnerships with Industry for Groundskeeping and Custodial Maintenance Services Dated October 10, 2000 (Vote: 4-0, McClellan absent).
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n October 10, 2000, adopted City Council Resolution No. 2000-192, approving the Agreement with Partnership With Industry For Groundskeeping and Custodial Maintenance Services (Vote: 5-0).
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n January 9, 1989, adopted City Council Resolution No. 89-11, approving a service agreement with Partnerships With Industry (Vote: 5-0).
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n July 25, 1988, adopted City Council Resolution No. 88-162, approving an Agreement with Partnership With Industry for Groundskeeping and Trash Abatement Services (Vote: 5-0).
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n January 25, 1988, adopted City Council Resolution No. 88-11, approving a service agreement with Partnership With Industry (Vote: 5-0).
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EXHIBIT 3
On October 26, 1987, adopted City Council Resolution No. 87-290, approving a service agreement with Partnership With Industry (Litter Program) (Vote: 5-0).
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