2020/02/01 Pest Options, Inc. FY19/20 On-Call ROW Vegetation Abatement ServicesCITY OF MENIFEE
CONTRACTOR AGREE,MENT
FY2OI9/20 ON CALL RIGHT.OF.WAV VEGETATION ABATEMENT SERVICES
THIS CONTRACTOR AGREEMENT ("Agreement") is made and eff'ective this/./4day o t ilful4
2020 ("Effective Date") by and between the CITY OF MENIFEE, a California municipallJ
corporation, ("City") and PEST OPTIONS INC, a California Corporation ("Conrractor"). City
and Contractor may sometimes herein be referred to individually as a "Party" and collectively as
the "Parties."
Sub.ject to the terms and conditions set forth in this Agreenrent, Contractor shall provide to
City the serviccs describcd in the Scope ofServiccs, attached hereto as Exhibit A and incorporatcd
herein by this rel'erence (the "Services"). Contractor will perlbrm subsequent task orders as
requested by the Contract Administrator (as detined below), in accordance with the Scope of
Scrvices. In tlle event of a conflict in or inconsistency between the terms of this Agrecment and
Exhibit A. this Agreement shall prevail.
l.l Tenn ol'Services. The term of this Agreement shall begin on February l, 2020
and shall end on June 30, 2020 unless the term of this Agreement is othenryise terminated or
extcnded as provided lor in Section tl. The time provided to Contractor to complete the Services
required by this Agreement shall not aff-ect City's right to terminate this Agreement, as provided
Ibr in Section 8.
1.2 Standard ol' l'erlbrurance Contractor represents and wanants that Contractor is a
provider ol lirst class work and services and Contractor is experienced in pcrtbrming the Services
contemplated hercin and, in light of such status and experience, Contractor shall perforrn the
Services required pursuant to this Agreement in the manner and according to the standards
observed by a conrpetent practitioner of the profession in which Contractor is engaged in the
geographical area in which Contractor practices its prol'ession and to the sole satisfaction o[ the
Contract Administrator.
1.3 Assignmcnt ol' Personnel. Contractor shall assi gn only competent personnel to
pertbrm the Seruices pursuant to Agreement. In the event that City, in its sole discretion, at any
time during the term ofthis Agreement. desires the reassignment ofany such persons, Contractor
shall. immediately upon receiving notice from City ofsuch desire of City, reassign such person or
persons.
1.5 Authorization to Perlbrm Services. Contractor is not authorized to perfbrm any ol
the Services or incur any costs whatsoever under the terms of this Agrecmenl unlil receipt of
authcrization fiom the Contract Adrninistrator.
SECTION I. SF:RVICES,
1.4 ]j.qg. Contractor shall devote such time to the performance of the Services
pursuant to this Agreernent as may be reasonably necessary to satisfy Contractor's obligations
hereunder.
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SECTION 2. COMPENSATION.
City hereby agrees to pay Contractor a sum not to exceed TWENTY FOUR THOUSAND
NINE HUNDRED ETGHTY SIX DOLT,ARS AND FORTY NINE, CENTS
DOLLARS ($24,9E6.49) notwithstanding any contrary indications that may be contained in
Contractor's proposal, lor the Services to be performed and reimbursable costs incurred under this
Agreement. In the event ofa contlict between this Agreement and Exhibit A, regarding the amount
ofcompensation, this Agreement shall prevail. City shall pay Contractor lbr the Services rendered
pursuant to this Agreement at the time and in the manner set forth herein. The payments specified
below shall be the only payments from City to Contractor lbr the Services rendered pursuant to
this Agreement. Contractor shall subrnit all invoices to City in the manner specified herein. Except
as specifically authorized in advance by City, Contractor shall not bill City for duplicate services
performed by more than one person.
2.1 Invoices. Contractor shall submit invoices monthly during the term of this
Agreement, based on the cost for the Services performed and reimbursable costs incurred prior to
the invoice date. lnvoices shall contain the fbllowing information:
a. Serial identifications of progress bills; i.e., Progress Bill No. I fbr the first
invoice, etc.;
b. The beginning and ending dates ofthe billing period;
c. A "Task Summary" containing the original contracl amount, the amount of
prior billings, the total due this period, the balance available under this Agreement, and the
percentagc of completion;
d. At City's option, fbr each item in each task, a copy of the applicable tirnc
enlries or (irne sheets shall be submitted showing the name of the person pertbrming the
Services, thc hours spenl by each person, a brief description of the Services, and caclr
reirnbursable expense;
e. The total number of hours of work performed under this Agreement by
Contractor and each employee, agent, and subcontractor of Contractor performing the
Services hereunder necessary to complete the Services described in Exhibit A;
Receipts ltrr expenses to be reimbursed;
The Contraclor Representative's signature
Invoices shall be submitted to:
City of Mcnifbc
Attn: Accounts Payable
291144 Haun Road
Menif'ee. CA 92-5 86
t
c.
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2.2 Monthlv Pavment. City shall make monthly payments, based on invoices received,
for the Services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have thirty (30) days t'rom the receipt ofan invoice that complies with all ofthe requirements
above to pay Contractor.
2.3 Final Payment. Cit y shall pay the last five percent (5%) of the total amounr due
pursuant to this Agreement within sixty (60) days after completion of the Services and submittal
to City ofa final invoice, if all ofthe Services required have been satisfactorily performed.
2.4 Total Pavment. City shall not pay any additional sum for any expense or cost
whatsoever incurred by Contractor in rendering the Services pursuant to this Agreement. City
shall nrake no payment lbr any extra. further, or additional service pursuant lo this Agreement.
In no event shall Contractor submit any invoice for an amount in excess of the
maximunr amount of compensation provided above either fbr a task or fbr the entirety of the
Services performed pursuant Io this Agreement, unless this Agreement is modified in writing prior
to the submission ofsuch an invoice.
2.5 Hourly Fecs. Fecs lor the Services performed by Contractor on an hourly basis
shall not exceed the anlounts shown on the fee schedule included with Exhibit A.
2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum
amount of this Agreement.
2.7 Payment ofTaxes. Contractor is solel y responsible fbr the payment of employment
taxes incurred under this Agreement and any federal or state taxes
2.8 Pavment upon Termination. In the event that Cit y or Contractor terrninates this
Agreement pursuant to Section 8, City shall compensate Contractor tbr all outstanding costs and
reimbursable expenses incurred for Services satisfactorily completed and lor reimbursable
expenses as ofthe date of written notice of termination. Contractor shall maintain adequate logs
and timeshccts in order to l'erily costs and reimbursable expenses incurred to that date.
SECTION 3. FACILITIES AND EQUIPMENT.
Except as otherwise provided. Contractor shall, at its sole cost and expense, provide all
thcilities and equiprnent necessary to perform the services required by this Agreement. In no
event shall City be required to turnish any facility that may involve incurring any direct expense,
including but not linrited to computer, long-distance telephone or other communication charges,
r ehicles. and reproduction thcilities.
SECTION 4. INSURANCE REQUIREMENTS.
Bclbre beginning any work under this Agreement, Contractor. at its own cost and expensc,
shall procure the typcs and amounts of insurance checked below and provide Cerlrflcates ol'
Insurancc, indicating that Contlaclor has obtained or currently maintains insurance that meets the
rcquircnrcnts ol- this scction and which is satist-actory. in all respects. to Crty. Contractor shall
rnainlain the insurancc l.rolicics required by this section throughout the terrr ot this Agreenrent.
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The cost of such insurance shall be included in Contractor's compensation. Contractor shall not
allow any subcontractor, consultant, or other agent to commence work on any subcontract until
Contractor has obtained all insurance required herein for the subcontractor(s) and provided
evidence thereofto City. Verification ofthe required insurance shall be submitted and made part
of this Agreement prior to execution. Contractor acknowledges the insurance policy must cover
inter-insured suits between City and other Insureds.
4-l Workers' Compensation. Contractor shall . at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance lbr any and all
persons ernployed directly or indirectly by Contractor pursuant to the provisions of the California
Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance
shall be provided with limits of not less than ONE MILLION DOLLARS ($ I ,000,000.00) per
accident, ONE MILLTON DOLLARS (S I ,000,000.00) disease per ernployee, and ONE MI LLION
DOLLARS ($1,000,000.00) disease per policy. In the altemative, Contractor may rely on a selt'-
insurance program to meet those requirements, but only ifthe program of self-insurance complies
fully with the provisions of the California Labor Code. Determination of whether a self'-insurance
program meets the standards ofthe California Labor Code shall be solely in the discretion ofthe
Contract Administrator. The insurer, if insurance is provided, or Contractor, if a progranr of sell:-
insurance is provided, shall waive all rights of subrogation against City and its oflicers, olllcials,
employecs, and authorized volunteers lbr loss ansing fronr the Services pertbrmed under this
Agreement.
ncral Liabili Conlractor, at its own cost and expense,a.
shall maintain comrnercial gcncral liability insurancs for the term of this Agreement on an
"occurrence" basis, includrng products and cornpleted operations, property damage, bodily injury
and personal & advertising injury with limits no less than TWO MILLION
DOLLARS ($2,000,000.00) per occurrence. Ifa general aggregate linrit is used, eitherthe general
aggregate limit shall apply separately to the Services to be performed under this A€treemenl or the
general aggregate lirnit shall be at least twice the required occurrence limit. Such coverage shall
include but shall not be limited to. protection against claims arising tiom bodily and personal
injury, including dcath rcsulting thcref'rorr, and damage to property resulting tiorn the Services
conlemplatcd undcr th is Agreenrent.
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4.2 ('ornrnercial (iencral and Autorrobile Liability Insurance.
b. Automobile Liability. Contractor, at its own cost and expense. shall
maintain automobile liability insurance lbr the tenn of lhis Agreement covering any auto (Code
l), or ifContractor has no owned autos, hired (Code 8), and non-owned autos (Code 9), with lrurit
no less than ONE MILLION DOLLARS (S1,000,000.00) per occurrence, cornbined single lirnit
coverage. for risks associated with the Services contemplated by this Agreement, TWO MILLION
DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION DOLLARS (S2,000,000.00)
products/completed operations aggregate. Ifan Automobile Liability Insurance {bnn or other tbnn
with a general aggregate limit is used, either the general aggregate limit shall apply separately to
the Services to be performed under this Agreement or the general aggregate limit shall be at least
twice the required occurrence limit. Such coverage shall include but shall not be limited to,
protection against clainrs arising fiom bodily and personal injury, including death resulting
c. Minimum scooe ofcoveraqe. Commercial general coverage shall be at least
as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001.
Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability
tbrm CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
d. Additional requirements. Each of the followin g shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident basis, and
not on a claims-made basis.
b. Any failure ofContractor to comply with reporling provisions ofthe
policy shall not at-fect coverage provided to City and its ofllcers, employees, agents,
and voluntcers.
4.3 DOES NOT APPLY TO FYZOIgI2O ON CALL RIGHT.OF.WAY
VEGETATION ABATEMENT SERVICES
4.4 All Policies Requirernents
a. Acceotabilitv ol- insurers. All insurance required by this Section is to be
placed with insurers with a Bests' rating olno less than A:VII and admitted in Calilbrnia.
b. Verification of coverage, Prior to be ginning the Services under this
Agreement, Contractor shall furnish City with Certillcates of Insurance, additional insured
endorsement or policy language granting additional insured status complete certified copies ofall
policies, including cornplete certitied copies of all endorsements. All copies of policies and
certitled endorsernents shall show the signature of a person authorized by that insurer to bind
(FY2OI9/20 ON CAI,I, RICHT-OF-WAY VEGETATION ABATEMENT SERVICES. ThE
nanre and address lor Additional Insured endorsements. Ceniflcates of Insurance and Notice of
Cancellation is: Cityof Menitte,29844 Haun Road. Menifee, CA 92586. Ciry must be endorsed
as an additional insured for liability arising out ol ongoing and completed operations by or on
behalf of Contractor..
Notice of Reduction in or Cancellation oll Coverase. Contractor shallc.
provide written notice to City within ten ( | 0) working days it': ( I ) any of the required insurance
policies is terminated; (2) the limits ofany ofthe required polices are reduced; or (3) the deductible
or selI insured retention is increased.
d. Additional in a ty and its ollicers, employees,e. Ci
agents, and authorized volunteers shall be covered as additional insureds with respect to each of
the following: liability arising out of the Services perfonled by or on behalf of Contractor.
including lhe insurecl's gcncral supcrvision ol'Contractor; products and completed operations of
C'ontractor, as applicable; premises owned, occupied. or used by Contractor; and auton:obiles
owned, Ieased, or used by Contractor in the course ol providing the Services pursuant to this
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therefiorr, and darnagc to property resulting tiorn the Services contemplatcd under this
Agreement. including the use ofhired, owned, and non-owned automobiles.
Agreement. The coverage shall contain no special limitations on the scope ofprotection ai'firded
to City or its ollicers, employees, agents, or authorized volunteers. The insurance provided to City
as an additional insured must apply on a primary and non-contributory basis with respecl to any
insurance or self'-insurance program maintained by City. Additional insured status shall continue
for one ( l) year aller the expiration or termination ofthis Agreement or completion ofthe Services.
A cenilied endorsement must be attached to all policies stating that coverage ls
primary insurance with respect to City and its officers, officials, employees, and volunteers, and
that no insurance or self:insurance maintained by City shall be called upon to contribute to a loss
under lhe coverage.
Deductibles and Self'-insured Retentions. Contractor shall obtain the
wrilten approval of City lbr the sell'-insured retentions and deductibles before beginning any ol'the
Services.
During the term ol' this Agreement, only upon the prior express written
authorization of the Contract Adrninistrator, Contractor may increase such deductibles or self:
insured retentions with respect to City, its officers, employees, agents, and volunteers. The
Contract Administrator may condition approval of an increase in deductible or self-insured
retention levels with a requirement that Contractor procure a bond guaranteeing payment oflosses
and related invcstigations. claim administlation, and defensc expenscs that is satisfactory in a1l
respects to each ol'them.
l'. Subcontractols. Contractor shall include all subcontractors as insurcds
under its policies or shall furnish separate cedificates and certified endorsements fbr each
suboontractor. All coverages tbr subcontractors shall be subject to all of the requirements staled
herein.
g. Variation. The Contract Administrator may, but is not required to, approve
in writing a variation in the foregoing insurance requirements, upon a determination that thc
coverage, scope. limits, and tbrms ofsuch insurance are either not commercially available, or that
City's interests are otherwise fully protected.
4.5 Rcrnedies. In addition to any other remedies at law or equity City may have if
Contractor lhils to provide or maintain any insurance policies or policy endorsements Io the extent
and within the time hcrein required, City may, at its sole oplion, exercise any of the following
remedies, which are alternatives to other remedies City may have and are not the exclusive remedy
for Contractor's breach:
a. Obtain such insurance and deduct and retain the amount of the premiums
for such insurance from any sums duc under this Agreement;
b. Order Contractor to stop work under this Agreement or withhold any
payrnent that becomes due to Contraclor hereunder. or both stop work and withhold any
paynlent, until Contractor demonstrates compliance with the requirements hereol; and/or
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Terminate this Agreement.c.
SE('TION 5. INDEMNIFICATION.
To the fullest cxtenr permitted by law, Contractor shall indemnify, protect, det'end (with
counsel selected by City), and hold harmless City, and any and all of its ofllcers, employees,
oflicials, volunteers, and agents from and against any and all claims, losses, costs, damages,
expenses, liabilities, liens, actions, causes ofaction (whether in tort, contract, under statute, at law,
in equity, or otherwise) charges, awards, assessments, fines, or penalties of any kind (including
rcasonable consultant and expert fees and expenses of investigation, costs of whatever kind and
nature and, if Contractor fails to provide a defbnse for City, the legal costs of counsel retained by
City) and any judgment, where the same arise out of, are a consequence o1-, or are in any way
attributable to, in whole or in part, the performance of this Agreement by Contractor or by any
individual or entity for which Contractor is legally liable, including but not limited to ofiicers,
agents, employees or subcontractors of Contractor,
The provisions of this Section 5 do not apply to claims occurring as a result of City's sole
or active negligence. The provisions of this Section 5 shall not release City from liability arising
t'rom gross negligence or willful acts or omissions of City or any and all of its officers, officials,
cmployees, and agents acting in an official capacity.
SE(]TIoN 6. STATUS OF CONTRACTOR.
6.1 Independent Contractor. Alall timesdurin g the term ofthis Agreement, Contractor
shall be an rndependent contractor and shall not be an errployee of City. City shall have the right
to control Contractor only insofar as the results of tlre Seruices rendered pursuant to this Agreement
and assignrnent ofpersonnel pursuant to Subparagraph 1.3; however, otherwise City shall not have
the right to control the means by which Contractor accomplishes the Services rendered pursuant
to this Agreenrent. The personnel peribrming the Services under this Agreement on behalf of
Contractor shall at all times be under Contractor's exclusive direction and control. Contractor
shall not at any time or in any manner represent that it or any of its officers, employees, or agents
rs in any manner ot'ficers, oi'ficials, employees, or agents of City. Contractor shall not incur or
have the power to incur any debt, obligation, or liability whatever against City, or bind City in any
manner. Except tbr the f'ees paid to Contractor as provided in this Agreement, City shall not pay
salaries, wages, or other compensalion to Contractor tbr pertbrming the Services hereunder for
City. City shall not be liable tbr compensation or indemnillcation to Contractor for injury or
sickness arising out of performing the Senices hereunder. Notwithstanding any other City, state,
or t-ederal policy, rule. regulation, law, or ordinance to the contrary, Contractor and any of its
ernployees, agenls, and subcontractors providing services under this Agreement shall not quality
for or beconre entitled to any compensation, benefit, or any incident of employment by City,
including but not limited to eligibility to enroll in the California Public Employees Retirement
System ("PI:RS") as an ernployee of City and entitlement to any contribution to be paid by City
Ibr enrployer contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7 .l Goveming Law. The laws ol'the State of Calitbrnia shall
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govern this Agreement
7 .2 Cornoliance with Applicable Laws. Contractor and an y subcontractor shall comply
with all applicable local, state, and federal laws and regulations applicable to the perlonrance ol'
the work hereunder. Contractor shall not hire or cmploy any person to perfonn work within City
or allow any person to perfbrm the Sen'ices required under this Agreenrent unless such person is
properly docunrented and legally entitled to be ernployed within the United States. Any and all
work subject to prevailing wages, as determined by the Director oflndustrial Relations ofthe State
of Califbrnia, will be the minimurn paid to all laborers, including Contractor's employee and
subcontractors. It is understood that it is the responsibility of Contractor to determine the correct
scale. The State Prevailing Wage Rates rnay be obtained liom the Calitbrnia Departmcnt ol'
Industrial Relations ("DIR") pursuant to Calilbrnia Public Utilities Code, Sections 465,466, and
467 by calling 4\5-703-4774. Appropriate records demonstrating compliance with such
requirement shall be maintained in a salt and secure location at all times, and readily available at
City's request. Contractor shall indernnify, det'end, and hold City and its elected and appointed
boards, members, oillcials, officers. agents. representativcs. ernployees, and volunteers lrarmless
tiom and against any liability. loss, damage, cost or expenses (including but not limited to
reasonable attorneys'fees, expert witness t'ees, coun costs, and costs incurred related to any
inquiries or proceedings) arising from or related to (i) thc noncompliance by Contractor or any
party perlbrming the Sen'ices ofany applicable local, state, and/or federal law, including, without
limitation, any applicable t'ederal and/or state labor laws (including, without limitation, the
requirement to pay state prevailing wages and hire apprentices); (ii) the implernentation ofSection
I 781 of the Labor Code, as the same may be anrended from time to tirne, or any other similar larv;
and/or (iii) fhiture by Conlractor or any party perlbrming thc Services to provide any requircd
disclosure or identrflcation as required by Labor Code Section 1781, as the same may be antendcd
fiorn time to time, or any other similar law. It is agreed by the Parties thal, in connection with
perfbmrance of the Services, including, without limitation, any and all public works (as delined
by applicable law), Contractor shall bear all risks ofpayment or non-payment ofprevailing wages
under Caliibrnia law and/or the implementation of Labol Code Section l78l , as the same may be
amended lionr trme to time, and/or any other sirnilar law. Contractor acknowledges and agrees
lhat iI shall be independently responsible lbr reviewing the applicable laws and regulations and
ct'l'ectuating compliance with such laws. Contractor shall require the same ofall subcontractors.
7 -3 Licenses and Permits. Contraclor re presents and warrants to City that Contractor
and its employees, agents, and any subcontractors have all licenses. permits, qualifications, and
approvals of whatsoever nature that are legally required to practice their respective prof'essions.
Contractor represents and warrants to City that Contractor and its employees, agents, and
subcontractors shall, at their sole cost and cxpense, keep in el1'ect at all times during the term of
this Agreement any licenses, permits, and approvals that are legally required to practice their
respective prot'essions. In addition to the fbregoing, Contractor and any subcontractors shall obtain
and maintain during the term ofthis Agreement valid Business Licenses from City.
SECTION 8. TERMINATION AND MODIFICATION.
8.2 Termination by Contractor Contractor may cancel this Agreenrent upon 30 days'
written notice to City
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8.1 Tennination. City may cancel this Agreement at any time and without cause upon
written notifi cation to Contractor.
8.5
all the Pafties
Amendments. The Panies ma y amend this Agleerncnt only by a writing signed by
tl.6 Assisnment and SLrbcontracting. Cit y and Contractor recognize and agree that this
Agreement contemplates personal perfbrmance by Contractor and is based upon a determination
ol Contractor's unique personal competence, experience, and specialized personal knowledge.
Moreover, a substantial induccment to City for entering into this Agreement was and is the
prof'essional reputation and competence ofContractor. Contractor may not assign this Agreement
or any interest therein without the prior written approval ofthe Contract Administrator. Contractor
shall not subcontract any portion ol the performance contemplated and provided for herein, other
than to tlre subcontractors noted in Contractor's proposal, without prior written approval of the
Contract Administrator. In the cvent that key personnel leave Contractor's enrploy, Contractor
shall notify City inrmediately.
tl.7 Survival. All obligations arising prior to the expiration or termination of this
Agreemcnt and all provisions ol'this Agreement allocating liability between City and Contractor
shall survive the expiration or terrnination of this Agreement.
8.8 ODtions uDon Brcach by Contractor. IfContractor materiall y breaches any of the
terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the
lbllowing:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Contractor pursuant to this Agreement;
c. Retain a dif'ferent Contractor to complete the Services described in
Exhibit A; and/or
d. Charge Contractor the difTerence between the cost to complete the Services
described in Exhibit A that is untlnished at the time of breach and the arnount that City
would have paid Contractor pursuant to Section 2 ifContractor had completed the Services.
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8.3 Consequences of Termination. In the event of termination, Contractor shall be
entitled to compensation for the Services performed up to the date of termination: City, however,
may condition palment of such compensation upon Contractor delivering to City any or all
docunrents, photographs, computer software, video and audio tapes, and other materials provided
to Contractor or prepared by or tbr Contractor or City in connection with this Agreement.
8.4 Extension. City may, in its sole and exclusive discretion, extend the end date of
this Agreement beyond that provided ibr in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Contractor understands and agrees
that, if City grants such an extension, City shall have no obligation to provide Contractor with
compensation beyond the maximum amount provided for in this Agreement. Similarly, unless
authorized by the Contract Administrator, City shall have no obligation to reimburse Contractor
tbr any otherwise reinrbursable expenses incurred during the extension period.
SECTION 9. KEf,PINC AND ST,\'I'US OF RECORDS.
9.1 Records Created as Part ol- Contractor's Pcrfbrrnancc All reports. data. mops,
models, charts, studies, surveys, photographs, r.nemoranda, plans, studies, specifications, records,
files, or any other documents or nraterials, in electronic or any other ibrm that Contractor prepares
or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the
propeny of City. Contractor hereby agrees to deliver those documents to City upon the expiration
or termination of this Agreement. It is understood and agreed that the documents and other
materials, including but not limited to those described above, prepared pursuant to Ihis Agreement
are prepared specifically fbr f--ity and are not necessarily suitable lor any tuture or other use. Any
useof such documents tbr other pro.jects byCity shall be without liability to Contractor. City and
Contractor agree that, until final approval by City, all data, plans, specilications, reports, and othcr
documents are confidential and rvill not be released to third parties without prior written consent
ofboth Parties unless required by Iaw.
9.2 DOES NOT APPLY TO STREET SWEEPING
9.3 Contractor's Books and Records. Contractor shall maintain any and all ledgers,
books ofaccount, invoices, vouchers, canceled checks, and other records or documents evidencing
or relating to charges tbr the Services or expenditures and disbursernents charged to City under
this Agreement for a minimum ol'three (3) years, or for any longer period required by law, from
the date of final payment Io Contractor under this Agreement. All such records shall be maintained
in accordance with generally accepted accounting principles and shall be clearly identified and
readily accessible.
9.4 Inspection and Audit of Records. An y records or documents that Section 9.3 of
this Agreement requires Contractor to rnaintain shall be made avarlable tbr inspection, .rudit,
and/or copying at any time during regular business hours, upon oral or written rcquest of City.
Under Calilornia Govemment Code Section ti546.7, it the anrount of public iunds expended undcr
this Agreement exceeds TEN THOUSAND DOLLARS ($ 10,000.00). this Agreement shall be
subject to the examination and audit ol'the State Ar.rditor, at the request o1'City or as part of any
audit of City, fbr a period o1'1hrec (3) ycars afler tinal payment undcr this Agreement.
SECTION IO.MISCELI,ANE,OUS PROVISIONS.
I 0.1 Attomeys' Fees. lf eilher Pa rty to this Agreement brings any action, including an
action for declaratory reliet, to enfbrce or interpret the provision of this Agreement, the prevailing
Party shall be entitled to reasonable attomeys' fees and expenses including costs, in addition to
any other relief to which that Party may be entitled; provided, however, that the attomeys' l'ees
awardcd pursuant to this Section shall not exceed the hourly rate paid by City lbr legal services
nrultiplied by the reasonable number ol hours spent by the prevailing Party in the conducl of the
litigation. The cour.t may set such t'ees in the same action or in a separate action brought for that
purpose.
10.2 Apolicable Larv: Vcnrrc.The internal laws ofthe State ol'Calilbrnia shall govern
the interpretation and enlbrceurcnt of this Agreement. In the event that either Party brings any
2859,0.11851t 0001
l17?5.191 | !01/01/10 - t0-
10.3 Severabilitv. If any provision of this Agreement is held invalid, the remainder of
this Agreernent shall not be a|'ected thereby and all other parts ol' this Agreement shall
nevertheless bc in tull lorce and et'fect.
10.4 Section Headings and Subheadings. The section headin gs and subheadings
contained in this Agreement are included for convenience only and shall not limit or otherwise
affect the terms of this Agreement.
10.5 No ImpliedWaiverof Breach. The watverofany breach ofaspecific provision of
this Agreement does not constitute a waiver ofany other breach ofthat term or any other term of
this Agreement.
10.6 Successors and Assiqns. The provisions ofthis Agreement shall inure to the benefit
ofand shall apply to and bind the successors and assigns ofthe Panies.
10.7 Contractor Representati\,e. All rnatters under this Agreemcnt shall be handled for
Contractor by Ryan Thornpson ("Conlractor's Represenlative"). The Contractor's Representative
shall have full authority to represent and act on behalf of Contractor lbr all purposes under this
Agreement. The Contractor's Representative shall supervise and direct the Services, usinghisbest
skill and attention, and shall be responsible for all means, methods, techniques, sequences, and
procedures and ibr the satisfactory coordination of all portions of the Services under this
Agreement.
10.8 City Contract Administration. This A greement shall be adnrinistered by a City
employee, Allen Yun, Public Works Manager ("Contract Adrninistrator"). All correspondence
shall be directed to or through the Contract Administrator or his designee. The Contract
Administrator shall have the power to act on behalf of City for all purposes under this Agreement.
Unlcss otherwise provided in this Agreement, Contractor shall not accept direction or orders fiom
any person other than the Contract Administrator or his designee.
10.9 Notices. Any written notice to Contractor shall be scnt to:
PEST OPTIONS INC
ATTN: Ryan Thompson
PO Box 5827
Orange, CA 92863
Any written notice to City shall be sent to the Contract Administrator at
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Allen Yun, Public Works Manager
-il-tii59l]] I tl51i,000t
ll775l'rl rn0l/01 l0
with a copy to:
action against the other undcr this Agreement, the Parties agree that trial of such action shall be
vested exclusively in Riverside County.
City Clerk
City of Menil'ee
29844 Haun Road
Menilee, CA 9251t6
IO.IO DOES NOT APPLY TO FY2O19I7O ON CALL RIGHT-OF.WAY
VEGETATION ABATEMENT SERVICES
l0.ll Riehts and Remedies. Excc pt with respect to rights and remedies expressly
declared to be exclusive in this Agreerrient, the rights and remedies of the Parties are cumulative
and the exercise by cithcr Party of one or rrorc of such righrs or rernedies shall not prcclude the
exercise by it, at the same or different times, of any other rights or remedies lbr the same default
or any other default by the orher Party.
10.12 Inteqration. This Agreement, includrng the scope of services attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between City and
Contractor and supersedes all prior negotiations, representations, or agreements, either written or
oral. The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be consnued tbr or against either Party by reason ofthe authorship of
this Agreement or any other rule of construction which might otherwise apply.
10.13 Counterpans. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which togethcr shall constirute one agreement.
10.14 Execution ofContract. The persons executing this Agreenrent on behalfofeach ol'
the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they
are duly authorized to execute and deliver this Agreement on behalf ol'said Party, (iii) by so
executing this Agreement, such Party is fbrmally bound to the provisions ol'this Agreement, and
(iv) that entering into this Agreement does not violate any provision of any other Agreement to
which said Party is bound.
I 0. I 5 Nondiscrirnination. Contraclor covenants that, by and tbr itsell, its heirs, executors,
assigns, and all persons claiming under or through them. that in the pertbnnance of this Agreement
there shall be no discrirnination against or segregation of, any person or group of persons on
account of any impemrissible classitication including, but not limited to, race, color. creed,
religion, sex, marital status, sexual orientation, national origin, or ancestry.
10. l6 No Third Pany Benetlciaries. With the exception of the spccific provisions set
fbrth in this Agreentent, there are no intended third-party beneficiaries under this Agreemer.t and
no such other third partics shall havc any rights or obligations hereunder.
10.17 Nonliability of City Officers and Entplovees. No officer. ol-licirl. ernployee, agent,
representative, or volunteer of City shall be personally liable to Contractor, or any successor in
interest, in the event ofany dethult or breach by City or lor any amount which may become due to
Contractor or to its successor, or for breach ofany obligation ofthe terms of this Agreement.
12175.191 lr0l/01/20
I 0. I 8 No Undue Influence. Contractor declares and warrants that no undue influence or
pressure is used against or in concert with any officer or employee of City in connection with the
award, terms or implementation of this Agreement, including any method of coercion, con{idential
financial arrangement, or financial inducement. No oflicer or employee of City shall receive
compensation, directly or indirectly, from Contractor, or fiom any officer, employee, or agent of
Contractor, in connection with the award ofthis Agreenrent or any work to be conducted as a result
ol'this Agreemenr. -
10. l9 No Benefit to Arise to City Emolovees. No member, oificer, or ernployee of City,
or their designees or agents, and no public ol'flcial who exercises authority over or has
respo nsibilities with respect to this Agreement during his/her tenure or for one ( I ) year thereafter,
shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds
thereof, for the Services to be performed under this Agreement.
ISignatures on Following Page]
t8i,r 01trit,oolll
l:7lj.r')l I rlll,0l l(l -t3-
IN WITNESS WHEREOF, the Panies hereto have executed and entered into this
Agreement as of the Effective Date.
CITY OF MENIFE CONTRACTO R ?esT oFrt ol{s l^lc.'
Arma
Attest:
City Manager
A. Manw City Cl
to Fonn:
T. Melching, C Attorney
Tracy den t
onrpson, Sccretary
[Note: 2 ollicer's signatures required il'
Contractor is a corporation]
2859ru118511-0001
12775.191 I a0l/01 l0 -14-
V)u-/
l-/
/ t/ ll-
EXHIBIT A
SCOPE OF SERVICES
Contractor shall provide for comprehensive FY20l9/20 ON CALL RIGHT-OF-WAY
VEGETATION ABATEMENT SERVICES in the not to exceed amount oITWENTY FOUR
THOUSAND NINE HUNDRED EIGHTY SIX DOLLARS AND FORTY NINE CENTS
DOLLARS (524,986.49) as fu(hcr detailed in the following page(s).
2859^)31858-000t
127?5493 I a00/00/00
')
Client: City of Menifee
Attention: Rudy Luna
Project Site: ROW Areas ThrouBhout the City
Address: Site List on FollowinB Page
oatei 12 .27 .19
lnspedion/Summary:
Proposal:
Bare Ground Areas: Pre and post emergent application to control annual broadleaf weeds
and grasses in the areas listed on the followirt pate.
Cost for Service: $24,985,49
checklist:
Keys/Access: open
Posting: N/A
Special Sites/Conditions; Watch for pedestrians, cars,
environmentalfactors
Term5
Net 30 Oays. We reserve the right to reschedule in the event ofadverie weather conditions o. any
conditions deemed to be unsafe by any company personnel,
Thank you for your consideration
Bryan Thompson
PCA, qAL, OPR & Arbo.ist
Pest Options
888 7qO 77qq offi.e
P.Bt Optlona lnc.
Propo., e co.tr*t
2EJ9/011858-0001
t277J491 I a00/00/00 -3-
ta
Mc(a I
l!]ccali
5la(1S 20
Pcrt Optionr hc.
5 694.98
I rl5:i S r2r.44
i51r,36 $ 2?1.61
I3 J 373.11
l.t5-i:5 tol I 2t.el
325 9 9..0,
I 0.ia625 a1:9 69.4r
1i,1 .r!l S 1t5.70
ta 30rl 9 66.78
5 0.1J625 t25 I rE.2E
1A .iil!,i $ r15.ro
,0.1.r625 l,:rt 9 4{.61
0.28925 15n S 4).19
irl 0.23925 t4l0 t 41r.63
:l !.585C0 750 t 436.75
0.53530 11i 9 4rs,7s
2i !.56500 lta $ 43E.7s
0.14,i10 750 s 1@.50
:c 9.58500 s 39r.80
10 _) t:!-:.17!S u5-95
t.15,_r:5 s 1s6.48
lrl n.t892t t"'5 5 r75.oo
1a i.:89:5 "19?0 j 8{4.61
1i .1.189:5 3100 S 954.s3
\,,1...8925 t l,8t6.ro
S r,29o.E6
.:0 0.585C0 9 1,8s].t8
:;0 54500 linS , 1,8s1..r8
:a 91,E51.2E
I 1.3tt0.11
0.:r6:5 128!.s ,13.49
3 tE2.oE
101!s t79.53
l9 t 1,919.77
51,816.41
1rl o_:4925 s l70.oE
,t.t3:2:175i t 5O6.4E
19.20
llr59ol |l]5r-0001 -4-
3168
I