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Mariposa Landscapes Inc; 2023-02-27; PSA23-2101UTIL
PSA23-2101UTIL General Counsel Approved Version 8/2/2022 1 AGREEMENT FOR WATER FACILITIES LANDSCAPE MAINTENANCE SERVICES MARIPOSA LANDSCAPES, INC. THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2023, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California, ("CMWD"), and Mariposa Landscapes, Inc., a California corporation, ("Contractor"). RECITALS A. CMWD requires the services of a consultant that is experienced in landscape maintenance services. B. Contractor has the necessary experience in providing services and advice related to landscape maintenance services. C. Contractor has submitted a proposal to CMWD under RFB23-1981UTIL and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The Executive Manager may amend the Agreement to extend it for four (4) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be eighty-nine thousand six hundred nineteen dollars and seventy-six cents ($89,619.76). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If CMWD elects to extend the Agreement, the amount shall not exceed eighty-nine thousand six hundred nineteen dollars and seventy-six cents ($89,619.76) per Agreement year. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A." DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E February 27th PSA23-2101UTIL General Counsel Approved Version 8/2/2022 2 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 9. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 3 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys’ fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 11.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including 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. 11.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 4 11.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 5 16. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD For Contractor Name Ray Martinez Name Larry Rudd Title Utilities Supervisor Title VP Of Sales & Marketing Carlsbad Municipal Water District Address 6232 Santos Diaz St. Address 5950 El Camino Real Irwindale, CA 91702 Carlsbad, CA 92008 Phone 626-253-2537 Phone 760-802-8097 E-mail larry.rudd@mariposa-ca.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes ☐ No ☒ 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 6 by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering sixty (60) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 7 24. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 8 27.AUTHORITYThe individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authorityto bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad MARIPOSA LANDSCAPES, INC., a California corporation By: By: (sign here) Geoff Patnoe, Assistant Executive Manager, as authorized by the Executive Manager Terry Noriega, President (print name/title) By: ATTEST: (sign here) for Sherry Freisinger, Board Secretary Theresa Lu, CFO (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, General Counsel By:_____________________________ General Counsel DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E fufFP~t- PSA23-2101UTIL General Counsel Approved Version 8/2/2022 9 EXHIBIT “A” SCOPE OF SERVICES Contractor’s cost of service per agreement term for the water facilities landscape maintenance services. Item No. Description Unit Price Annual Total A1 Carlsbad Water Reclamation Facility (Monthly) RECYCLED $ 710.89 (Each) $ 8,530.68 (Extended Amount) A2 Ellery Reservoir (Monthly) $ 710.89 (Each) $ 8,530.68 (Extended Amount) A3 Elm Reservoir (Monthly) $ 710.89 (Each) $ 8,530.68 (Extended Amount) A4 Skyline Reservoir (Monthly) $ 710.89 (Each) $ 8,530.68 (Extended Amount) A5 B TAP Reservoir (Monthly) $ 315.95 (Each) $ 3,791.40 (Extended Amount) A6 Santa Fe II Reservoir (Monthly) $ 710.89 (Each) $ 8,530.68 (Extended Amount) A7 “D” Reservoir (Monthly) 70% Recycled - $5,971.48 30% Potable - $2,559.20 $ 710.89 (Each) $ 8,530.68 (Extended Amount) A8 Calavera Pump Station (Monthly) $ 315.95 (Each) $ 3,791.40 (Extended Amount) A9 La Costa High Reservoir (Quarterly) $ 947.86 (Each) $ 3,791.44 (Extended Amount) DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 10 Item No. Description Unit Price Annual Total A10 La Costa Low Reservoir (Quarterly) $ 947.86 (Each) $ 3,791.44 (Extended Amount) A11 Santa Fe I Reservoir (Quarterly) $ 947.86 (Each) $ 3,791.44 (Extended Amount) A12 Maerkle Buildings (Bi-Monthly) $ 1,579.76 (Each) $ 9,478.56 (Extended Amount) A13 *Additional Work Requirements – Contractor to provide work proposal, parts list with costs, and obtain written approval from designated CMWD Project Manager before scheduling/performing any additional work. No payments will be made for work not authorized by CMWD Project Manager. $ 10,000.00 (Current Term Limit Amount) $ 10,000.00 (Extended Amount) *TOTAL (NOT TO EXCEED) *$89,619.76 *Includes taxes, fees, expenses, and all other costs. CMWD to provide access to the sites. DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 11 MANNER OF PERFORMING SERVICES PART I GENERAL SPECIFICATIONS 1.00 GENERAL REQUIREMENTS 1.01 The premises shall be maintained with a groomed, clean appearance and all work shall be performed in a professional, workmanlike manner using quality equipment and materials to the PROJECT MANAGERS specifications. 1.02 CONTRACTOR shall provide the labor, materials, equipment, tools, services and special skills necessary for the provision of grounds and landscape maintenance services, except as otherwise specified hereinafter. The premises shall be maintained to the highest of standards at no less than the frequencies set forth herein to the PROJECT MANAGERS specifications. 1.03 CONTRACTOR is hereby required to render and provide landscape and grounds maintenance services including, but not limited to; shaping, trimming of trees, shrubs and ground cover plants; fertilization; weed control; control of all plant diseases and pests; sweeping; irrigation and drainage systems; litter pick up; plant replacement and all other maintenance required to maintain attractive landscape to the PROJECT MANAGERS specifications. 1.04 Upon commencement of work under this CONTRACT, CONTRACTOR shall be fully equipped and staffed; thoroughly familiar with CONTRACT requirements and prepared to provide all services required. Failure to provide full services from the first day of work under this CONTRACT may result in deductions from payment. 1.05 The CONTRACTOR shall perform, based on frequency stated in scope of Agreement, a maintenance inspection of all irrigated sites during daylight hours of all areas within the premises. Such inspection shall be both visual and operational. It shall include operation of all irrigation systems to check for proper condition and reliability. CONTRACTOR shall take immediate steps to correct any observed irregularities and submit a written report regarding such circumstances to the PROJECT MANAGER. Repairs that require labor or parts expenses not covered in the contract will require approval from the Project Manager prior to commencing work. 1.06 CONTRACTOR shall clearly identify and equip each vehicle used at said areas with decals on the exterior right and left front door panels, identifying the CONTRACTOR'S name, address and phone number. 1.07 CONTRACTOR shall document and report to PROJECT MANAGER all observations of: graffiti and other vandalism; illegal activities; transient camps; missing or damaged equipment or signs; hazards or potential hazards, including without limitation, sidewalk hazards caused by trees or other means, within 2 hours of observation. 1.08 CONTRACTOR shall incorporate and comply with all applicable Best Management Practices (BMPs) during the completion of this agreement. All work must be in compliance with the most current San Diego Regional Water Quality Control Board (RWQCB) permit, Carlsbad Municipal Code and CMWD of Carlsbad Jurisdictional Urban Runoff Management Plan (JURMP) incorporated herein by reference. 1.09 CONTRACTOR shall indicate in his proposal methods of compliance, equipment utilized to ensure compliance, training of staff and experience in compliance with environmental DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 12 regulations. If in the opinion of the PROJECT MANAGER, the CONTRACTOR is not in compliance with this provision City reserves the right to implement BMPs to the maximum extent practical and deduct payment due or back charge the CONTRACTOR for implementation with a 15% markup for administration and overhead. 2.00 AREAS TO BE MAINTAINED 2.01 The areas to be maintained under the provisions of this CONTRACT are listed below. SITE NAME ADDRESS/LOCATION 1 Carlsbad Water Reclamation Facility (monthly) Recycled 6220 Avenida Encinas 2 Ellery Reservoir (monthly) 2237 Janis Way 3 Elm Reservoir (monthly) Donna Dr/Carlsbad Village Dr 4 Skyline Reservoir (monthly) 4277 Skyline Rd 5 B TAP Reservoir (monthly) 3775 Tamarack Ave 6 Santa Fe II Reservoir (monthly) 2164 Coast Ave 7 “D” Reservoir (monthly) 70 % Recycled / 30% Potable 6700 Black Rail Rd 8 Calavera Pump Station (monthly) 3774 College Blvd 9 La Costa High Reservoir (quarterly) 7043 Corintia St 10 La Costa Low Reservoir (quarterly) 2509 Alga Rd 11 Santa Fe I Reservoir (quarterly) 1930 San Marcos Blvd 12 Maerkle Buildings (bi-monthly) 2020 Applewood Ln, Vista 2.02 CONTRACTOR acknowledges personal inspection of the areas and has evaluated the extent to which the physical condition thereof will affect the services to be provided. CONTRACTOR accepts the premises in their present physical condition and agrees to make no demands upon CMWD for any improvements or alterations thereof. 3.00 PAYMENT AND INVOICES 3.01 The CONTRACTOR shall present monthly invoices electronically to CMWD PROJECT MANAGER, Raymond.Martinez@carlsbadca.gov and Cc Andrew.Wilson@carlsbadca.gov and Marcia.long@carlsbadcag.gov for all work performed during the preceding month. Said invoice shall include all required certifications and reports as specified hereinafter. The invoice shall be submitted on or before the fifth (5th) day of each month in the amount of the compensation to be paid by CMWD for all services rendered by the CONTRACTOR under the terms and conditions of this CONTRACT. Said payment shall be made within thirty (30) days upon receiving the invoices, providing that all work performed during the preceding month has been inspected and accepted by the PROJECT MANAGER and that applicable certifications have been submitted in accordance with the provisions of this CONTRACT. 3.02 Monthly invoices shall be prepared in the following format: Location PO Number Cost per Visit Carlsbad Water Reclamation Facility TBD $(AMOUNT) Ellery Reservoir TBD $(AMOUNT) Elm Reservoir TBD $(AMOUNT) Skyline Reservoir TBD $(AMOUNT) B TAP Reservoir TBD $(AMOUNT) Santa Fe II Reservoir TBD $(AMOUNT) "D" Reservoir TBD $(AMOUNT) DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 13 Calavera Pump Station TBD $(AMOUNT) La Costa High Reservoir TBD $(AMOUNT) La Costa Low Reservoir TBD $(AMOUNT) Santa Fe I Reservoir TBD $(AMOUNT) Maerkle Buildings TBD $(AMOUNT) 3.03 CONTRACTOR will submit a proposal to the PROJECT MANAGER and get confirmation prior to beginning any extra work. Invoices for approved Extra Work shall be in a format acceptable to the PROJECT MANAGER, including attachments, such as copies of suppliers' invoices, which the PROJECT MANAGER may require to verify CONTRACTOR'S billing. Invoices for Extra Work shall be submitted on separate invoices and must include the purchase order number. Unless otherwise requested by the PROJECT MANAGER, one invoice shall be submitted for each discrete and complete item of Extra Work. 3.04 In the event CMWD transfers title or maintenance responsibility of the premises or a portion thereof, this CONTRACT shall continue in full force and effect, except said portion, at the discretion of the PROJECT MANAGER, may be deleted from the premises to be maintained and the CONTRACT sum shall be reduced accordingly. 3.05 The PROJECT MANAGER may, at his discretion, add new areas to be maintained and/or require additional services. The CONTRACTOR shall be compensated for the additional area or service that are designated after the date of the commencement of this CONTRACT based on the submission of an approved maintenance bid, consistent in all respects with this CONTRACT, and shall contain all information as required in the REQUEST FOR BIDS. The bid cost shall not exceed the cost to provide maintenance for similar areas being maintained under this CONTRACT. 3.06 Additional compensation may be authorized at the discretion of the PROJECT MANAGER, subject to CMWD budgetary conditions, for work deemed necessary by the PROJECT MANAGER due to extraordinary incidents or circumstances. 4.00 ENFORCEMENT, DEDUCTIONS AND LIQUIDATED DAMAGES 4.01 The PROJECT MANAGER shall be responsible for the enforcement of this CONTRACT on behalf of CMWD. 4.02 The PROJECT MANAGER shall prepare and may implement an INSPECTION RATING SYSTEM to be used to verify monthly payments and deductions from payments (see sample rating system as Appendix A). This form and system may be modified at the discretion of the PROJECT MANAGER. The CONTRACTOR agrees to be so evaluated by said system and bound by the ratings and/or deductions from payments indicated in the monthly INSPECTION RATING SYSTEM report. To avoid deductions from payment, CONTRACTOR must receive a rating of 95 or higher per location as described in Section 2.01. 4.03 If, in the judgment of the PROJECT MANAGER, CONTRACTOR is deemed to be noncompliant with the terms and obligations of the CONTRACT, the PROJECT MANAGER, may, in addition to other remedies provided herein, withhold the entire monthly payment, deduct pro-rata from CONTRACTOR'S invoice for work not performed, and/or deduct liquidated damages. Notification of the amount to be withheld or deducted from payments to CONTRACTOR will be forwarded to the CONTRACTOR by the PROJECT MANAGER in a written notice describing the reasons for said action. The monthly INSPECTION RATING SYSTEM report shall constitute reason for any deductions so imposed. DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 14 4.04 The parties agree that it will be impracticable or extremely difficult to fix the extent of actual damages resulting from the failure of the CONTRACTOR to correct a deficiency within the said specified time frame. The parties hereby agree that a reasonable estimate of such damages is One Hundred Fifty Dollars ($150.00) per day per area, as described in Section 2.01. CONTRACTOR shall be liable to CMWD for liquidated damages in said amount. Said amount shall be deducted from CMWD'S payment to CONTRACTOR; and/or having given five (5) working days' notice to the CONTRACTOR to correct the deficiencies, if after said 5 days the CONTRACTOR fails to complete the required corrections, CMWD may correct any and all deficiencies using alternate forces. The total costs incurred by completion of the work by alternate forces will be deducted and forfeited from the payment to the CONTRACTOR. 4.05 The action above shall not be construed as a penalty but as adjustment of payment to CONTRACTOR to recover cost or loss due to the failure of the CONTRACTOR to complete or comply with the provisions of this CONTRACT. 5.00 INSPECTIONS, MEETINGS, & REPORTS 5.01 CMWD reserves the right to perform inspections, including inspection of CONTRACTOR'S equipment, at any time for the purpose of verifying CONTRACTOR'S performance of CONTRACT requirements and identifying deficiencies. 5.02 The CONTRACTOR or his authorized representative shall meet with the PROJECT MANAGER or his representative on each site at the discretion and convenience of the PROJECT MANAGER, for walk-through inspections. All routine maintenance functions shall be completed prior to this meeting. 5.03 At the request of the PROJECT MANAGER, the CONTRACTOR, or his appropriate representative, shall attend meetings and/or training sessions, as determined by the PROJECT MANAGER, for purposes of orientation, information sharing, CONTRACT revision, description of CMWD policies, procedures, standards, and the like. 5.04 CONTRACTOR shall provide to the PROJECT MANAGER such written documentation and/or regular reports as the PROJECT MANAGER deems necessary to verify and review CONTRACTOR'S performance under this CONTRACT and to provide to the PROJECT MANAGER pertinent information relative to the maintenance, operation, and safety of the areas. 6.00 EXTRA WORK 6.01 CMWD may award Extra Work to the CONTRACTOR, or to other forces, at the discretion of the PROJECT MANAGER. New or unforeseen work will be classified as "Extra Work" when the PROJECT MANAGER determines that it is not covered by CONTRACT unit prices or is significantly different than the CONTRACTOR'S other work areas. Areas added that are of similar size and scope to the CONTRACTOR'S current work shall be compensated as indicated in Section 3.05. Areas that do not meet the criteria indicated in Section 3.05 are subject to adjustment in payment in accordance with Extra Work. Extra Work shall be performed by agreement between the PROJECT MANAGER and the CONTRACTOR or on a NEGOTIATED PROPOSAL AND ACCEPTANCE basis in accordance with Section 7.00 or on a TIME AND MATERIALS basis in accordance with Section 8.00. 6.02 If the PROJECT MANAGER determines that the Extra Work can be performed by CONTRACTOR'S present work force, PROJECT MANAGER may authorize modification of DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 15 the CONTRACTOR'S Routine Operations Schedule or Annual Calendar in order to compensate CONTRACTOR for performing said work. 6.03 Prior to performing any Extra Work, the CONTRACTOR shall prepare and submit a written proposal including a description of the work, a list of materials, and a schedule for completion. No work shall commence without written approval of the CONTRACTOR'S proposal by the PROJECT MANAGER. This proposal is subject to acceptance or negotiation by the PROJECT MANAGER. 6.04 In the event that CONTRACTOR'S proposal for Extra Work is not approved, the PROJECT MANAGER reserves the right to perform such work with other forces or to compel the CONTRACTOR to perform the work on a TIME AND MATERIALS basis. Invoices for EXTRA WORK on a TIME AND MATERIALS basis are subject to CONTRACTOR markup in accordance with the Section 8.00. 6.05 When a condition exists which the PROJECT MANAGER deems urgent, the PROJECT MANAGER may verbally authorize the work to be performed upon receiving a verbal estimate from the CONTRACTOR. However, within twenty-four (24) hours after receiving a verbal authorization, the CONTRACTOR shall submit a written estimate, consistent with the verbal authorization, to the PROJECT MANAGER for approval. 6.06 All Extra Work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. 7.00 NEGOTIATED PROPOSAL AND ACCEPTANCE 7.01 CMWD may award work to the CONTRACTOR, at the discretion of the PROJECT MANAGER. New work will be awarded on a negotiated proposal and acceptance basis as when the PROJECT MANAGER determines that it is appropriate to negotiate a fixed price for work in lieu of utilizing unit prices. Payment for Work shall be performed by negotiated agreement between CMWD and the CONTRACTOR or on a TIME AND MATERIALS basis in accordance with the Vendor's Proposed Cost of Services chart. 7.02 Prior to performing any work, the CONTRACTOR shall prepare and submit a written proposal including a description of the work, a list of materials, and a schedule for completion. No work shall commence without written approval of the CONTRACTOR'S proposal by the PROJECT MANAGER. This proposal is subject to acceptance or negotiation by the PROJECT MANAGER. 7.03 All work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. 8.00 TIME AND MATERIALS 8.01 In the event that the PROJECT MANAGER determines that work requested is of an unknown duration, not easily quantified or the CONTRACTOR'S proposal for work is not approved, the PROJECT MANAGER reserves the right to perform such work with other forces or to compel the CONTRACTOR to perform the work on a TIME AND MATERIALS basis. 8.02 The CONTRACT ADMNISTRATOR may direct CONTRACTOR to proceed by allowing him/her to use the following rates or percentages as added costs for the markup of all overhead and profits: DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 16 1) Labor………………………………….. 15 2) Materials……………………………… 15 3) Equipment Rental…………………… 15 4) Other Items and Expenditures……... 15 9.00 CONTRACTOR'S DAMAGES 9.01 All damages (including death of plant material) incurred to existing areas by the CONTRACTOR'S operation shall be repaired or replaced all at the discretion of the PROJECT MANAGER, all at the CONTRACTOR'S expense. 9.02 All such repairs or replacements, which are directed by the PROJECT MANAGER to be done by the CONTRACTOR, shall be completed within the following time limits. A. Irrigation damage shall be repaired or replaced before the next scheduled watering cycle. B. All other damages to landscape shall be repaired or replaced within three (3) working days. 9.03 Damaged trees and shrubs shall be repaired or replaced in accordance with the following maintenance practices: A. Trees: Minor damage such as bark lost from impact of mowing equipment shall be remedied by a qualified tree surgeon or arborist. If damage results in loss or significant compromise to the health or quality of a tree, the damaged tree shall be removed and replaced to comply with the specific instructions of the PROJECT MANAGER. B. Shrubs: Minor damage may be corrected by appropriate pruning. Major damage shall be corrected by removal and replacement of the shrub. 10.00 COMMUNICATIONS AND EMERGENCY RESPONSE 10.01 The CONTRACTOR shall, during the term of this CONTRACT, maintain a single telephone number, toll free to a San Diego region area code, at which the CONTRACTOR or CONTRACTOR'S responsible employee may be contacted at any time, twenty-four hours per day, to take the necessary action regarding all inquiries, complaints and the like, that may be received from the PROJECT MANAGER or other CMWD personnel. For hours beyond a normal 7 a.m. to 4 p.m. business day, an answering service shall be considered an acceptable substitute for full-time 24-hour coverage, provided that the CONTRACTOR responds to CMWD by return call within thirty (30) minutes of CMWD'S original call. 10.02 Whenever immediate action is required to prevent possible injury, death, or property damage, CMWD may, after reasonable attempt to notify the CONTRACTOR, cause such action to be taken by alternate work forces and, as determined by the PROJECT MANAGER, charge the cost thereof to the CONTRACTOR, or deduct such cost from any amount owed to the CONTRACTOR. 10.03 All complaints shall be abated as soon as possible after notification; but in all cases within 3 calendar days, to the satisfaction of the PROJECT MANAGER. If any complaint is not abated within 3 calendar days hours, the PROJECT MANAGER shall be notified immediately of the reason for not abating the complaint followed by a written report to the PROJECT MANAGER within three (3) calendar days. If the complaints are not abated within the time specified or to the satisfaction of the PROJECT MANAGER, the PROJECT MANAGER may correct the specific complaint and the total cost incurred by CMWD will be deducted from payments owed to the CONTRACTOR from CMWD. DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 17 10.04 The CONTRACTOR shall maintain a written log of all communications, the date and the time thereof and the action taken pursuant thereto or the reason for non-action. Said log of complaints shall be open to the inspection of the PROJECT MANAGER at all reasonable times. 11.00 SAFETY 11.01 CONTRACTOR agrees to perform all work outlined in this CONTRACT in such a manner as to meet all accepted standards for safe practices during the maintenance operation and to safely maintain stored equipment, machines, and materials or other hazards consequential or related to the work; and agrees additionally to accept the sole responsibility for complying with all CITY, County, State or Federal requirements at all times so as to protect all persons, including CONTRACTOR'S employees, agents of CMWD, vendors, members of the public or others from foreseeable injury, or damage to their property. CONTRACTOR shall make weekly inspections for any potential hazards at said areas, and keep a log indicating date inspected and action taken. 11.02 It shall be the CONTRACTOR'S responsibility to inspect, and identify, any condition(s) that renders any portion of the premises unsafe, as well as any unsafe practices occurring thereon. The PROJECT MANAGER shall be notified immediately of any unsafe condition that requires major correction. CONTRACTOR shall be responsible for making minor corrections including, but not limited to; filling holes in ground, turf or paving; using barricades or traffic cones to alert patrons of the existence of hazards; replacing valve box covers; and the like, so as to protect members of the public or others from injury. 11.03 CONTRACTOR shall notify the PROJECT MANAGER immediately of any occurrence on the premises of accident, injury, or persons requiring emergency services and, if so requested, shall prepare a written report thereof to the PROJECT MANAGER within three (3) calendar days following the occurrence. CONTRACTOR shall cooperate fully with CMWD in the investigation of any such occurrence. 12.00 TRAFFIC CONTROL 12.01 Prior to any work in the public right-of-way, the CONTRACTOR shall submit typical traffic control plans for approval for work performed in CMWD right-of-way. The CONTRACTOR shall submit supplementary traffic control plans for unusual circumstances that are out of the ordinary for right-of-way maintenance. A traffic control system consists of closing traffic lanes or pedestrian walkways in accordance with the details shown on the plans, California Manual on Uniform Traffic Control Devices (FHWA MUTCD 2003 Revision 1, as amended for use in California). The provisions in this section will not relieve the Contractor from its responsibility to provide such additional devices or take such measures as may be necessary to maintain public safety. 12.02 When lanes are closed for only the duration of work periods, all components of the traffic control system, except portable delineators placed along open trenches or excavation adjacent to the traveled way shall be removed from the traveled way and shoulder at the end work period. If the Contractor so elects, said components may be stored at selected central locations, approved by the Engineer, within the limits of the right-of-way. 12.03 The CONTRACTOR shall comply with all requirements of CMWD Traffic Engineer and shall bear all costs of required traffic control including, but not limited to signs, cones, markers, flagmen, etc. DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 18 13.00 HOURS AND DAYS OF MAINTENANCE SERVICES 13.01 The basic daily hours of maintenance service shall be 8 a.m. to 4 p.m., which shall be considered normal work hours as may pertain to any other provision of the CONTRACT. 13.02 CONTRACTOR shall provide staffing to perform the required maintenance services during the prescribed hours five (5) days per week, Monday through Friday. Any changes in the days and hours of operation heretofore prescribed shall be subject to approval by the PROJECT MANAGER. 13.03 The use of power tools is prohibited daily prior to 8 a.m. and after 4 pm, and all day on Sundays and Holidays. 14.00 MAINTENANCE SCHEDULES 14.01 The CONTRACTOR shall, within thirty (30) days after the effective date of this CONTRACT, submit work schedules to the PROJECT MANAGER for review and approval. Said work schedules shall identify required operations and delineate the time frames for performance. An Annual Calendar shall include all required operations that occur less than monthly. A Routine Operations Schedule shall include all tasks required at least monthly and should be submitted via email to PROJECT MANAGER. 14.02 The CONTRACTOR shall submit revised schedules when actual performance differs substantially from planned performance, and from time to time as requested by the PROJECT MANAGER. Said revisions shall be submitted to the PROJECT MANAGER for his review and approval, within five (5) working days prior to the original or revised scheduled time for the work, whichever is earlier. 15.00 CONTRACTOR'S STAFF AND TRAINING 15.01 The CONTRACTOR shall provide sufficient personnel to perform all work in accordance with the specification set forth herein. 15.02 CONTRACTOR'S personnel shall possess the minimum qualifications for the position in which each is working, as set forth in Exhibit B. 15.03 CONTRACTOR is encouraged to provide on-going systematic skills training, and to promote participation in, and certification by professional associations. CONTRACTOR'S systematic skills training program, and certifications required by the CONTRACTOR for employees in a given position, should be noted in the Exhibit B. 15.04 Each crew of CONTRACTOR'S employees shall include at least two individuals who speaks the English language proficiently. For the purposes of this section a crew is understood to be any individual worker or group of workers who might service any facility, park or trail area without other CONTRACTOR'S supervisory personnel present. 15.05 The PROJECT MANAGER may at any time give CONTRACTOR written notice to the effect that the conduct or action of a designated employee of CONTRACTOR is, in the reasonable belief of the PROJECT MANAGER, detrimental to the interest of the public patronizing the premises. CONTRACTOR shall meet with representatives of the PROJECT MANAGER to consider the appropriate course of action with respect to such matter and CONTRACTOR shall take reasonable measures under the circumstances to assure the PROJECT MANAGER that the conduct and activities of CONTRACTOR's employees will not be detrimental to the interest of the public patronizing the premises. DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 19 15.06 The PROJECT MANAGER may at any time order any of the CONTRACTOR'S personnel removed from the premises when, in the reasonable belief of the PROJECT MANAGER, said CONTRACTOR'S personnel is objectionable, unruly, unsafe, or otherwise detrimental to the interest of CMWD or the public patronizing the premises. 15.07 The CONTRACTOR shall require each of his personnel to adhere to basic public works standards of working attire including uniform shirts and/or vests clearly marked with the CONTRACTOR'S company name and employee name badges as approved by the PROJECT MANAGER. Sufficient changes shall be provided to present a neat and clean appearance of the CONTRACTOR'S personnel at all times. Shirts shall be worn and buttoned at all times. CONTRACTOR'S personnel shall be equipped with proper shoes and other gear required by State Safety Regulations. Brightly colored traffic vests or reflectors shall be worn when personnel are working near vehicular traffic. 16.00 NON-INTERFERENCE - NOISE 16.01 CONTRACTOR shall not interfere with the public use of the premises and shall conduct its operations as to offer the least possible obstruction and inconvenience to the public or disruption to the peace and quiet of the area within which the services are performed. 16.02 In the event that the CONTRACTOR'S operations must be performed when persons of the public are present, CONTRACTOR shall courteously inform said persons of any operations that might affect them and, if appropriate, request persons to move out of the work area. 16.03 CONTRACTOR shall be subject to local ordinances regarding noise levels with regard to equipment operations. CONTRACTOR shall not use any power equipment prior to 8 a.m. or later than 4 p.m. Further, any schedule of such operations may be modified by PROJECT MANAGER in order to ensure that the public is not unduly impacted by the noise created by such equipment. 17.00 USE OF CHEMICALS 17.01 All work involving the use of chemicals shall be in compliance with all Federal, State and local laws and will be accomplished by or under the direction of a State of California Licensed Pest Control Operator. Contractor shall have a licensed pesticide/herbicide applicator on site at all times when such chemicals are in use. 17.02 Chemical applications shall strictly conform to all governing regulations. CONTRACTOR'S staff applying chemicals shall possess all required licenses and certifications. 17.03 Records of all operations, including applicators names stating dates, times, methods of application, chemical formulations, and weather conditions shall be made and retained according to governing regulations. 17.04 All chemicals requiring a special permit for use must be registered with the County Agricultural Commissioner's Office and a permit obtained. 17.05 Material Safety Data Sheets (MSDS) and sample labels shall be provided to the PROJECT MANAGER for all products and chemicals used within CMWD. 17.06 The CONTRACTOR shall prepare and submit an annual schedule to the PROJECT MANAGER detailing all proposed chemical usage for approval. This schedule shall indicate proposed dates of application, type of chemical proposed for use, area intended for application and an estimate DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 20 of the quantity of material to be applied. The CONTRACTOR shall provide the PROJECT MANAGER an updated schedule on a quarterly basis indicating the applications in the previous quarter and any proposed changes to the approved annual schedule for the next quarter for approval. The CONTRACTOR shall also submit a sample of notice for posting at all school sites to the PROJECT MANAGER for approval. The CONTRACTOR shall be responsible for posting all school sites prior to chemical application in accordance with all federal, state, and local requirements. If the CONTRACTOR fails to provide and post the required notification the CONTRACTOR shall not apply any chemicals and the CONTRACTOR shall submit a revised schedule to the PROJECT MANAGER for approval prior to application of any chemicals not detailed in the approved annual schedule. DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 21 PART II TECHNICAL SPECIFICATIONS 18.00 WATERING AND IRRIGATION 18.01 All landscaped areas shall be irrigated, as required to maintain adequate growth and appearance, with a schedule most conducive to plant growth. The delivery of adequate moisture to the landscaped areas shall include, but not be limited to: hand watering, operation of manual valves, proper utilization of automatic controllers and valves. 18.02 CONTRACTOR shall insure that personnel operating irrigation systems are fully trained in all phases of landscape irrigation systems, thoroughly familiar with the particular equipment in use, and fully equipped and capable of performing proper programming and operation of the irrigation systems. 18.03 CONTRACTOR shall be responsible for performing all specified irrigation tasks including, but not limited to: testing, adjustments, repairs, replacements, and supplemental watering. CONTRACTOR shall notify the PROJECT MANAGER immediately of any deficiencies in irrigation at these sites. 18.04 Irrigation controllers shall be programmed by CONTRACTOR, with current schedules provided to the PROJECT MANAGER monthly, or sooner if modifications are performed. 18.05 Watering shall be regulated to avoid interference with any use of roadways, paving or walks, and to be in compliance with CMWD's water conservation ordinance. 18.06 Controllers shall be set to operate during the period of lowest wind velocity, which would normally occur at night or early morning hours. 18.07 Irrigation shall be controlled in such a way as not to cause any excessively wet area, which could be damaged by mowing or other traffic. 18.08 No irrigation shall be done during periods of measurable rain without prior approval of the PROJECT MANAGER. 18.09 The CONTRACTOR shall be responsible for replacing all plant materials that die or are permanently damaged due to excessive or insufficient watering. 19.00 IRRIGATION MAINTENANCE, REPAIR AND TESTING 19.01 All irrigation repairs needed shall be immediately reported to the PROJECT MANAGER by the CONTRACTOR. Each report shall come with an attached repair proposal to include repair options, urgency, and cost. 20.00 WEED CONTROL 20.01 All areas shall receive diligent control of weeds by employing all industry-recognized, legal methods, as approved by the PROJECT MANAGER. 20.02 The following areas shall be kept weed free: shrub areas, ground cover beds, planters, cracks in paved areas, including sidewalks, curbs, asphalt, all hardscape and areas covered with ornamental rock. DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 22 20.03 All turf, shrub beds, planters, and other landscaped areas shall be maintained weed free. 20.04 Chemical applications shall be done as needed. Weeds, which grow from, or spread by, underground stolons, tubers, and the like, such as Bermuda Grass, Nutgrass, and Ragweed, shall be controlled using appropriate chemical controls. Said weeds shall not be physically removed until chemical action is complete. 20.05 Inspect, spot treat or mechanically remove weeds as necessary. 21.00 TREE, SHRUB AND GROUNDCOVER MAINTENANCE 21.01 CONTRACTOR is responsible for tree work within fifteen (15) feet of the ground. 21.02 Trimming of trees and shrubs for vehicular and pedestrian clearance, visibility, access, plant health and appearance shall be done according to frequencies specified in the MAINTENANCE FREQUENCIES table. 21.03 All trimming and tree tying shall conform to International Society of Arboriculture (I.S.A) Standards and the specific directions of the PROJECT MANAGER. CONTRACTOR shall not allow any tree to be topped. 21.04 Clearance: Maintain trees to provide a fourteen (14) foot clearance for branches overhanging beyond curb line into the paved section of roadways, and an eight (8) foot clearance for branches overhanging walkways and other pedestrian paths. Lower branching may be appropriate for trees in background and ornamental areas. Trim plant materials where necessary to maintain pedestrian access and safe vehicular visibility and clearance and to prevent hazardous conditions. 21.05 Tree trimming shall be performed with the intent of developing healthy, structurally sound trees with natural form and proportion, symmetrical appearance, and proper vertical and horizontal clearance, according to frequencies specified in the MAINTENANCE FREQUENCIES table. 21.06 Prune shrubs to encourage healthy growth habits, natural form and proportion. Restrict growth of shrubbery to area behind curbs and within planter beds by pruning. 21.07 Plant ties shall be checked frequently and either retied to prevent girdling or removed along with the stakes when no longer required. 21.08 Periodic staking and tying shall be done as needed. 21.09 All structural weaknesses such as split crotches or limbs, diseased or decayed limbs, or severe damage above fifteen (15) feet in height from the ground shall be reported to the PROJECT MANAGER. 21.10 Groundcover A. Groundcover shall be renovated as needed. Renovation of groundcover shall include thinning and/or shearing of groundcover and fertilization; and may include bed cultivating and/or mulching, as appropriate to the species and conditions and as directed by the PROJECT MANAGER. B. All dead, diseased and unsightly branches, vines or other growth shall be removed as they develop. C. All groundcover areas shall be trimmed to maintain neat but natural (not sheared) edges according to frequencies specified in the MAINTENANCE FREQUENCIES table. DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E PSA23-2101UTIL General Counsel Approved Version 8/2/2022 23 D. Except as specifically directed by the PROJECT MANAGER, groundcover plants shall be prevented from climbing utilities, shrubs, trees, and the like. 21.11 Remove all dead shrubs and trees. PROJECT MANAGER shall be notified 48 hours in advance of the removal of any tree. Trees to be removed shall have a diameter at breast height of six (6) inches or less. Trees measuring over this diameter at breast height may be removed as Extra Work at the discretion of the PROJECT MANAGER. 21.12 All trimming and debris shall be removed and properly disposed of immediately. 22.00 LITTER, LEAF, AND DEBRIS CONTROL 22.01 Remove all litter, paper, glass, trash, undesirable materials, silt and other accumulated debris from all areas to be maintained. 22.02 Complete litter pick up and supplemental hand sweeping of edges, corners and other areas inaccessible to power equipment shall be accomplished to ensure a neat appearance. 22.03 Accumulation of leaves and debris shall be removed, from all landscaped areas except as specifically directed by the PROJECT MANAGER. 23.00 PERFORMANCE DURING INCLEMENT WEATHER 23.01 During the periods when inclement weather hinders performance of the required work, CONTRACTOR may adjust its work force in order to accomplish those activities that are not affected by weather. 23.02 All drains and drainage conveyance devices on work sites shall be checked daily, at a minimum, during inclement weather, and cleaned, as needed. 23.03 CONTRACTOR may be required during inclement weather to perform clean-up tasks as requested by PROJECT MANAGER. CONTRACTOR'S labor hours shall not exceed the normal working hours without prior written approval by PROJECT MANAGER. Any extra work is subject to the terms and conditions as stated in Section 6.0. DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) \,,...., .... / 02/16/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 2ir,;1,~cT CLIENT CONTACT CENTER FEDERATED MUTUAL INSURANCE COMPANY r!'f~~~o, Ext►: 888-333-4949 I FAX HOME OFFICE: P.O. BOX 328 CA/C, No): 507-446-4664 OWATONNA, MN 55060 t~o~~ss: CLIENTCONTACTCENTER@FEDINS.COM INSURERS AFFORDING COVERAGE NAIC# INSURER A:FEDERATED SERVICE INSURANCE COMPANY 28304 INSURED 171-235-5 INSURER B: MARIPOSA LANDSCAPES INC INSURER C: 6232 SANTOS DIAZ ST IRWINDALE, CA 91702-3267 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 483 REVISION NUMBER: 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN1Ji TYPE OF INSURANCE ~WP0L ~A';t~~ POLICY NUMBER 1~f.'?,1JCiY.Jf.Fu, POLICY EXP LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 ~ □ CLAIMS-MADE @occuR ~~f":!~2.~ .. !9 .. ~ENTED PREMISES $100,000 f--MED EXP (Any one person) EXCLUDED A y N 6069499 04/01/2022 04/01/2023 PERSONAL & ADV INJURY $1 ODO ODO ~ GEN L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2 DOD 000 MPOLICY ORO-DLoc PRODUCTS & COMP/OP ACC $2,000,000 ECT OTHER: AUTOMOBILE LIABILITY ~~~~J~~~ti5INGLE LIMIT $1,000,000 - X ANY AUTO BODILY INJURY (Per Person) -A OWNED AUTOS ONLY SCHEDULED N N 6069499 04/01/2022 04/01/2023 BODILY INJURY (Per Accident) --AUTOS HIRED AUTOS OWNLY NON-OWNED Fcf:.':'P.~~:~~"~AMAGE -_ AUTOS ONLY _)(_ UMBRELLA LIAB _)(_ OCCUR EACH OCCURRENCE $10,000,000 A EXCESS LIAB CLAIMS-MADE N N 6069500 04/01/2022 04/01/2023 AGGREGATE $10,000,000 DED I I RETENTION WORKERS COMPENSATION I PER ST AT UTE I PTHER AND EMPLOYERS' LIABILITY c ANY PROPRIETOR/PARTNER/ EXECUTIVE E.L EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N/A {Mandatory in NH) E.L DISEASE ·EA EMPLOYEE If yes, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE · POLICY LIMIT DESCRIPTION OF OPERATIONS f LOCATIONS! VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED SUBJECT TO THE CONDITIONS OF THE ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU ENDORSEMENT FOR GENERAL LIABILITY. FOR REASONS OTHER THAN NON-PAYMENT OF PREMIUM,30 DAYS NOTICE WILL BE PROVIDED TO THE CERTIFICATE HOLDER IN THE EVENT THAT THE ISSUING COMPANY CANCELS THE POLICY BEFORE THE EXPIRATION DATE OF THE POLICY. CERTIFICATE HOLDER CANCELLATION 171-235-5 483 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED THE CITY OF CARLSBAD/CMWD C/0 EXIGIS INSURANCE COMPLIANCE SERVICES BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PO BOX 947 ACCORDANCE WITH THE POLICY PROVISIONS. MURRIETA, CA 92564-0947 AUTHORIZED REPRESENTATIVE ) .() p~ t.~ - @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2D1B/03) The ACORD name and logo are registered marks of ACORD © Insurance Services Office, Inc., 2012 Policy Number: Transaction Effective Date: 6069499 04/01/2022 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury","property damage"or "personal and advertising injury" caused, in whole or in part, by: Your acts or omissions; or The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. However,the insurance afforded to such additional insured: Only applies to the extent permitted by law; and Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: "Bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of,or the failure to render, any professional architectural,engineering or surveying services, including: The preparing,approving,or failing to prepare or approve, maps, shop drawings, opinions,reports,surveys,field orders, change orders or drawings and specifications; or Supervisory,inspection,architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage",or the offense which caused the "personal and advertising injury",involved the rendering of or the failure to render any professional architectural, engineering or surveying services. Page 1 of 2 CG 20 33 04 13 COMMERCIAL GENERAL LIABILITYCG 20 33 04 13 A.Section II -Who Is An Insured 1. 2. 1. 2. B. 1. a. b. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHENREQUIRED IN CONSTRUCTION AGREEMENT WITH YOU THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E © Insurance Services Office, Inc., 2012 Policy Number: Transaction Effective Date: 04/01/2022 "Bodily injury"or "property damage"occurring after: All work,including materials,parts or equipment furnished in connection with such work,on the project (other than service,maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed; or That portion of "your work"out of whichtheinjuryordamageariseshasbeenputtoitsintendedusebyanypersonororganizationotherthananothercontractororsubcontractorengagedinperformingoperationsforaprincipalasapartofthesame project. With respect to the insurance afforded to theseadditionalinsureds,the following is added to The most we will pay on behalf of the additional insured is the amount of insurance: Required by the contract or agreement you have entered into with the additional insured; or Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 CG 20 33 04 13 6069499 2. a. b. C. Section III - Limits Of Insurance: 1. 2. DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 2/6/2023 Venbrook Insurance Services6320 Canoga Avenue, 12th Floor Woodland Hills, CA 91367 818-598-8941 www.venbrook.com CA Lic No. 0D80832 Alaska National Insurance Company 38733 A 22D WS 12057 4/1/2022 4/1/2023 3 1,000,000Y 1,000,000 1,000,000 Windy West Windy West WWest@venbrook.com Mariposa Landscapes, Inc. 6232 Santos Diaz St. Irwindale CA 91702 72901055 3 Waiver of Subrogation applies to Workers' Compensation. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta CA 92564 RE: All Projects with the City *10 Days Notice of Cancellation for Non-Payment of Premium, 30 Days All Other. 72901055 | 22-23 WC - ML | Windy West | 2/6/2023 3:18:27 PM (PST) | Page 1 of 2 DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E ~ LJ □ - ~ R □ □ ~ ..__ - -~ ..__ ..__ ..__ R I I I I I □ This endorsement changes the policy to which it is attached and, unless otherwise stated, is effective on the date issued at 12:01 A.M. standard time at your mailing address shown in the policy. The information below is required only when this endorsement is issued subsequent to commencement of the policy. Policy No. Endorsement Effective Insured Endorsement No. 6 Countersigned By Wayne Bryan WC 04 03 06 (04 84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers’ compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Blanket waiver: All Operations Any persons or organizations for whom the Insured, has agreed by written contract, to furnish this waiver. 2/6/2023 Mariposa Landscapes, Inc. 22D WS 12057 72901055 | 22-23 WC - ML | Windy West | 2/6/2023 3:18:27 PM (PST) | Page 2 of 2 DocuSign Envelope ID: D2B1EF6A-2DA7-418B-BA5B-9A5D2B80CD6E AlasKa National INSURANCE COMPANY