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HomeMy WebLinkAboutPear Tree REH, LLA 2025-06-18SERVICE CONTRACT THIS SERVICE CONTRACT (this “Agreement”) is made effective as of _________________ (“Effective Date”) by and between Pear Tree REH, LLC, a Delaware limited liability company (“Owner”), and City of Ukiah, a Municipal Entity (“Contractor”). RECITALS A. Owner is the owner of the property commonly known as Pear Tree Center and located at 405 E. Perkins St., Ukiah, CA 95482 (“Property”); and B. Owner desires to engage Contractor to perform certain work on the Property at the locations identified on the Site Map attached hereto as Exhibit B, and Contractor is willing to so act. NOW, THEREFORE, in consideration of the mutual promises herein contained the parties agree as follows: 1.SCOPE OF WORK Pursuant to the terms of this Agreement, Contractor shall provide all labor, materials, tools, supplies, transportation, equipment, supervision, and other services required to perform the work described on Exhibit A attached hereto, including all specifications set forth therein (the “Work”). Contractor shall perform the Work at the Property at the location shown on the Site Map attached hereto as Exhibit B. 2.CONSIDERATION Upon completion of the Work in a manner acceptable to Owner and as required by this Agreement, Owner shall pay Contractor the sum of $4,000.00 (“Total Consideration”) within thirty (30) days of receipt of an application for payment. Unless otherwise instructed by Owner, Contractor will submit invoices to Owner by email to AP@cireequity.com. The acceptance by Contractor of any such payment shall release Owner of all claims and liability to Contractor for anything done (or furnished for, or relating to the Work) or for any act or omission of Owner relating to or affecting the Work. No payment by Owner shall be construed as an approval or acceptance by Owner of inadequate or defective Work by Contractor. 3.TERM; COMMENCEMENT OF WORK 3.1 Term. The term of this Agreement will commence on the Effective Date and remain in effect until the earlier of (i) completion of the Work or (ii) earlier termination of this Agreement pursuant to Section 7 below (the “Term”). 3.2 Commencement of Work. Contractor shall commence the Work on July 25, 2025 at 3:30 pm and shall complete the Work pursuant to the terms of this Agreement no later than July 25, 2025 by 9:00 pm. Time is of the essence with respect to Contractor’s performance of the Work. 4.QUALITY OF WORK Contractor shall perform the Work in a diligent, skilled and workmanlike manner using new and high-grade materials and workmanship of first class and sound quality consistent with accepted industry standards. Contractor shall ensure that the scope and quality of the Work is not less than that performed by other contractors engaged in the performance of similar work or services in connection with projects of similar size, scope and complexity. 5.COMPLIANCE WITH LAWS; CONTRACTOR’S RESPONSIBILITIES; MECHANIC’S LIENS 5.1 Compliance with Laws and Other Requirements. Contractor shall perform the Work in compliance with all applicable federal, state and local laws, ordinances, consents, rules, regulations, permits, approvals, and entitlements, whether governmental or public administrative (collectively, “Laws”) and in full compliance with the terms of all insurance coverage applicable to the Work. 5.2 Contractor’s Responsibilities. Contractor shall (a) ensure that its activities and operations do not unreasonably encumber the Property with materials, equipment or debris; (b) coordinate its activities with Owner in advance; (c) not block or hinder parking facilities serving the Property without Owner’s prior written approval; (d) use best efforts to protect all existing improvements and utilities at or near Property from damage; and (e) comply with all rules and regulations applicable to the Property issued or promulgated by Owner. June 18, 2025 COU No. 2425-230 To the extent reasonably possible, Contractor shall preserve and protect all existing vegetation on or adjacent to the Property that is not to be removed or required to be disturbed in the performance of the Work. Contractor shall exercise every reasonable precaution to protect, preserve and prevent from accident, damage and injury arising out of the Work, all persons and property, including the Work and any existing structures. Contractor shall ascertain the requirements for the Work, shall confirm such requirements to Owner and inform Owner of any additional information Contractor needs from Owner sufficiently ahead of time to allow Owner to obtain such additional information and shall promptly notify Owner of any deficiencies in the information provided to Contractor. 5.3 Mechanic’s Liens. Contractor will not suffer or permit any mechanic’s, construction or other liens to be filed against the Property by reason of the Work or any labor, services or materials supplied by Contractor or any other party in connection therewith. If any such lien is filed against the Property, Contractor shall cause the same to be released or bonded over within thirty (30) days after the date the lien is filed. If Contractor fails to timely release or bond over any lien against the Property then, in addition to any other right or remedy of Owner, Owner may release the lien by paying any sums necessary to obtain such release. Owner shall have the right to recover from Contractor, or to deduct from the Total Consideration, any amounts paid by Owner pursuant to this Section 5.3, together with all costs (including attorneys’ fees) reasonable incurred by Owner to procure such release. 5.4 Staffing and Personnel. Contractor shall supply an adequate number of trained and competent employees to perform the Work. The personnel provided shall be supervised and directed by a certified manager, who shall be trained and duly qualified to act in such capacity. Any persons employed or engaged by Contractor in connection with the performance of Work are deemed Contractor’s employees, agents, or independent contractors (collectively, “Subcontractors”), and Contractor shall be liable for all acts and omissions of its Subcontractors. 5.5 Supervision and Safety. Contractor shall abide by any safety program(s) promulgated by Owner applicable to the Property and all applicable safety and health laws and regulations including but not limited to the Occupational Safety and Health Act of 1970 (OSHA) and any other legislation enacted for the safety and health of Contractor’s employees. Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs for the safety of, and reasonable protection to prevent damage, injury, or loss to (i) its employees or others who may be affected thereby, (ii) the Work and materials and equipment to be incorporated therein, and (iii) any improvements at or adjacent to the Property (e.g., trees, shrubs, lawns, walks, pavement, structures or utilities not designated for removal, relocation, or replacement in connection with performance of the Work). Contractor shall implement, erect, and maintain reasonable safeguards for safety and protection considering the scope of Work and the existing conditions at and or the Property. Contractor shall promptly remedy, at its own cost, any damage and loss to property caused in whole or in part by Contractor or anyone for whose acts Contractor may be liable, except damage or loss directly attributable to the gross negligence or intentional misconduct of Owner. 6.CONTRACTOR’S WARRANTY Contractor represents and warrants to Owner that (a) the Work, whether performed by Contractor’s own personnel or by any subcontractors or vendors, shall be first class in quality, free from all defects whatsoever (including, without limitation, patent, latent or developed defects or inherent vice), commensurate with construction practices and quality applicable to first class projects associated with properties comparable to the Property, and in conformance with the specifications set forth in Exhibit A, and (b) all materials, appliances, mechanical devices, equipment and supplies incorporated into the Work shall be new and of such quality to meet or exceed the requirements of this Agreement. If requested by Owner at any time and from time to time, Contractor will furnish satisfactory evidence to Owner as to the kind and quality of materials, appliances, mechanical devices, equipment and supplies. All Work not conforming to the requirements of this Section 6 (including, but not limited to, substitutions or deviations not properly approved and authorized by Owner in writing) shall be considered defective. Contractor shall promptly correct any portion of the Work rejected by the Owner or failing to comply with the specifications set out in Exhibit A at Contractor’s own expense and shall guarantee the workmanship and materials against defects for a period of one (1) year. If, within one (1) year of completion of the Work, any of the Work is found not to be in accordance with such specifications or shows signs of defect, Contractor shall correct it promptly after receipt of written notice from Owner, unless Owner has previously given Contractor a written acceptance of such condition. If Contractor fails to correct such nonconforming Work or defect within a reasonable time after notice, then Owner may correct it and charge Contractor the costs of correcting such nonconforming Work. 7.EARLY TERMINATION Owner may terminate this Agreement, with or without cause, at any time by providing thirty (30) days’ prior written notice to Contractor. In the event of a termination for cause, due to Contractor’s failure to perform in accordance with the terms of this Agreement, Contractor shall be paid any sums otherwise due and owing under this Agreement only after Owner has completed the Work called for by this Agreement with other forces, and has deducted the cost of so completing the Work, and any other damages payable to Owner, from any contract balance otherwise due and owing to Contractor under this Agreement. In the event of a termination for convenience, Contractor shall be paid for all Work satisfactorily performed through the date of termination, based on the percentage of Work completed (subject to applicable setoff rights), in lieu of any other damages, expenses, unearned fees, lost profits, or other liabilities. Contractor will have no further claim against Owner and shall not be entitled to any other compensation or damages from Owner. Contractor shall promptly turn over all documents and work product concerning the Work to Owner at the time of termination (whether for cause or convenience). This Agreement may also be terminated, and the obligations of the parties hereunder shall thereupon cease, upon the occurrence of any of the following: a) In the event of a sale, condemnation or destruction of all or part of the Property, Owner may terminate this Agreement upon ten (10) days’ written notice to Contractor; and b) if a petition in bankruptcy is filed by either Owner or Contractor, or if either shall make an assignment for the benefit of creditors or take advantage of any insolvency act, either party may terminate this Agreement upon ten (10) days’ written notice to the other party. Owner reserves the right to suspend the performance of the Work in its sole discretion by delivering written notice to Contractor. If Owner suspends the Work, Owner will compensate Contractor for the Work satisfactorily performed prior to notice of such suspension. 8.RELATIONSHIP OF THE PARTIES Contractor is an independent contractor in the performance of its duties under this Agreement. The detailed methods, manner and means of performing the Work are under the complete control and direction of Contractor. Contractor shall be solely responsible for all payments due to its employees and material suppliers, including the withholding of appropriate taxes, shall indemnify and save harmless Owner and any affiliates and subsidiaries of Owner against all liability therefore. 9.INSURANCE 9.1 Minimum Coverage Requirements. Contractor shall maintain, at its sole cost and expense, the types of insurance coverages set forth in Exhibit C attached hereto and in amounts no less than those provided in Exhibit C. Contactor’s compliance with the insurance requirements of this Agreement will not relieve Contractor from liability under any provision of this Agreement, including, but not limited to, Section 10 below. Contractor shall not be permitted to begin any Work on the Property until Contractor provides to Owner evidence of all required insurance, including all endorsements required hereunder. Contractor’s failure to provide this documentation will constitute a breach of this Agreement. If Contractor fails to comply with the insurance requirements set forth in this Agreement, Owner may procure such coverages on behalf of Contractor at Contractor’s cost. 9.2 Acceptable Carriers. All insurance to be maintained by Contractor under this Agreement must be with insurance carriers licensed to do business in the state in which the Property is located, having a general policy holder’s rating of not less than “A-” and financial rating of not less than “XII” in the most current Best’s Insurance Report. 9.3 Deductibles and Self-Insured Retention. Any deductibles or self-insured retentions in an amount greater than Ten Thousand Dollars ($10,000) under any policy required to be maintained by Contractor must be declared to and approved in advance by Owner. Contractor shall be responsible for the payment of any applicable deductible or self-insured retention. 9.4 Primary Coverage. All insurance coverages required under this Agreement must be primary and must not contribute with any other insurance or self-insurance afforded to Owner. 9.5 Evidence of Insurance. Contractor shall provide certificates issued by Contractor’s insurance carrier reasonably acceptable to Owner showing such policies in force for the specified period. Such evidence shall be delivered to Owner promptly upon execution of this Agreement, and following renewal of any coverage required herein. Notwithstanding the foregoing, Contractor shall provide a certified copy of the actual policy(s) with appropriate endorsement(s) within three (3) business days following Owner’s request. 9.6 Waiver of Subrogation. All policies required to be maintained pursuant to this Agreement must contain a prior release clause and be endorsed to provide that each insurer thereunder waives its right of subrogation against or contribution from Owner, its affiliates, or any of their insurers 9.7 Subcontractors and Third Parties. Contractor shall cause all contractors, subcontractors and others performing work on the Property for or on behalf of Contractor to maintain commercial general liability insurance in an amount no less than the minimum coverage to be maintained by Contractor naming both Contractor and Owner as additional insureds thereunder by way of a CG 2038 04 13 endorsement (or equivalent endorsement). 9.8 Cancellation; Termination of Coverage. In no event will such insurance be terminated or otherwise allowed to lapse prior to termination of this Agreement or such longer period as may be specified herein. Each policy shall not be subject to alteration or cancellation without thirty (30) days’ prior notice in writing to Owner. 10.INDEMNIFICATION Contractor shall indemnify, defend and hold Owner, its affiliates, subsidiaries, employees, directors, members, and agents harmless from and against any and all damages, liabilities, penalties, fines, costs and expenses (including reasonable attorneys’ and expert fees), arising from or in connection with (i) the Work, (ii) Contractor’s breach of this Agreement, (iii) Contractor’s presence or activities on the Property, (iv) any discharge or other release of a hazardous substance into the environment by Contractor or anyone for whom it may be liable, or (iv) Contractor’s violation of any applicable Laws. For purposes of this Agreement, “hazardous substance” shall mean flammables, explosives, radioactive materials, asbestos, polychlorinated biphenyls (PCB’s) chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, hazardous or toxic under any law or regulation now or hereafter enacted or promulgated by any governmental authority. Contractor’s obligations pursuant to this Section 10 will survive the expiration or earlier termination of this Agreement. 11.ASSIGNMENT This Agreement may not be assigned by Contractor without the prior consent of Owner. Owner may, at any time, assign this Agreement to Owner’s nominee without the consent of Contractor. 12.NOTICES All notices, requests, demands and other communications required or permitted to be given pursuant to this Agreement must be in writing and will be deemed to have been delivered upon the date of receipt if delivered by hand, recognized national overnight courier, or confirmed email transmission, or if mailed by registered or certified mail, return receipt requested, postage prepaid, to the following addresses. If to Contractor: City of Ukiah 411 W. Clay Street Ukiah, CA 95462 Email: maranda@cityofukiah.com If to Owner: Pear Tree REH, LLC c/o CIRE Equity 530 B Street, Suite 2050 San Diego, CA 92101 Email: notices@cireequity.com ysiler@cireequity.com 13.NO JOINT VENTURE This Agreement shall not be construed in any way to create a partnership or joint venture between the parties. 14.BINDING EFFECT It is the intention of the parties hereto that the terms, conditions and provisions of this Agreement shall be legally binding upon and inure to the benefit of and be enforceable by each of the parties hereto and their respective successors and assigns. 15.AUTHORITY TO SIGN The person signing on behalf of Contractor warrants to Owner that he has the authority and power to execute this Agreement on behalf of Contractor. Contractor understands that this contract shall not be binding upon Owner until properly accepted and signed below. 16.GOVERNING LAW This Agreement will be construed in accordance with, and disputes governed by, the laws of the state in which the Property is located, without reference to its choice of law rules. 17.DISPUTE RESOLUTION If the parties cannot reach resolution on a matter relating to or arising out of this Agreement, the parties shall endeavor to reach resolution through good faith direct discussions between the parties' representatives, each of whom shall possess the necessary authority to resolve such matter. If the parties' representatives are not able to resolve such matter within five (5) business days of the date of first discussion, the parties' representatives shall immediately inform senior executives of the parties in writing that a resolution could not be reached. Upon receipt of such notice, the senior executives of the Parties shall meet within ten (10) business days to endeavor to reach resolution. If the dispute remains unresolved after fifteen (15) days from the date of first discussion, the parties can submit such matter to mediation. If direct discussions do not resolve the matter, the matter shall be submitted for non-binding mediation as a condition precedent to arbitration or litigation by either party. Such mediation shall, if at all possible, occur within thirty (30) days after the mediator has been selected, and shall occur at a mutually agreed upon location. Each party shall share the cost of the mediation equally, but each party shall bear the cost of its own travel and attorneys’ fees. If the matter is not resolved at mediation, the fees and costs incurred by the mediation may be recoverable at either arbitration or litigation, as determined by the Agreement and applicable law. If the matter remains unresolved after mediation, the dispute shall be resolved by litigation, unless the parties mutually agree to resolve the dispute by binding arbitration following completion of the mediation. Unless otherwise agreed to in writing, Contractor shall continue to perform the Work and maintain the approved schedules during any dispute mitigation or resolution proceedings. If Contractor continues to perform, Owner shall continue to make payments in accordance with the Agreement. 18.ENTIRE AGREEMENT, AMENDMENT AND WAIVER This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement. This Agreement may not be altered, amended or modified in any manner except by a writing signed by both parties. Modifications or additions to this Agreement must be reduced to writing and signed by authorized representatives of Owner and Contractor (each a “Change Order”). Contractor shall, within five (5) calendar days of receiving a request for any change, submit to Owner a reasonable price quotation for the proposed changes; provided, however, any adjustment to Contractor's compensation resulting from a Change Order must be approved in writing by Owner in order to be effective. Waiver of any term or provision of this Agreement will not be effective unless signed by the party to be bound, and will not constitute a waiver as to any subsequent breach or failure of the same term of provision of this Agreement. Should any terms or conditions in Exhibit A contradict or be inconstant with any terms or conditions of Sections 1 through 18 of this Agreement, the terms and conditions of Sections 1 through 18 shall supersede and govern. 19.COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Signature Page Follows] IN WITNESS WHEREOF, Contractor and Owner have executed this Agreement the day and year first above written. OWNER: Pear Tree REH, LLC, a Delaware limited liability company By: ___________________________ Name: Trevor Smith Title: Authorized Representative CONTRACTOR: City of Ukiah, a Municipal Entity By: ___________________________ Name: Its: Sage Sangiacomo City Manager EXHIBIT A WORK SPECIFICATIONS: Contractor will provide event planning and coordination services to host onsite community Touch a Truck event, showcasing 20 vehicles, including fire & rescue and police vehicles. All vehicles participating in the event must be approved in writing by Owner prior to the event. Contractor will provide the following elements for the event and shall be responsible for all set up and tear down of the event: •Advertising for the event (banner, flyers, posts) •Sufficient number of staff for event activities •Day-of event coordination •Bounce house for children •Generators and tables/chairs/tents as needed Set up 3:30-5:00 pm. Event 5-8 pm. Tear down 8-9 pn EXHIBIT B SITE MAP EXHIBIT C INSURANCE REQUIREMENTS Contractor shall carry and maintain, and shall cause all Subcontractors to carry and maintain, the following insurance coverages in amounts not less than those shown below and otherwise in compliance with the insurance requirements set forth below. A. Commercial General Liability 1.A Commercial General Liability insurance policy written on an occurrence basis with scope of coverage not less than that of the occurrence form ISO Standard Commercial General Liability Insurance, including but not limited to bodily injury, property damage, personal injury, independent contractors' products - completed operations (construction risks only) (including Completed Operations for a period of not less than three (3) years), Broad Form Property Damage explosion, collapse and underground. For those contractors selling/manufacturing products, Commercial General Liability coverage should be specifically endorsed to include products liability. 2.The policy must include a per project general aggregate endorsement. 2.Contractual Liability, blanket basis insuring the liability assumed under this Agreement. 3.Combined Limits of Liability: $1,000,000 per occurrence, $2,000,000 aggregate. 4.Provide Additional Insured Endorsement(s) on form CG 20 10 10 01 and CG 20 37 10 01 or equivalent (include coverage for Products/Completed Operations) in favor of Owner and any other parties required by contract. B. Workers’ Compensation and Employer’s Liability 1.Statutory requirements in the state in which the Property is located, to include all areas involved in operations covered under the Agreement. 2.Coverage “B” – Employer’s Liability, limit - $1,000,000. C. Commercial Auto Policy 1.A Commercial Auto Policy covering all owned, non-owned and hired vehicles. 2.Limits of Liability: Combined limits of $1,000,000 per accident. D. Umbrella Liability. Such insurance shall provide coverage with limits of not less than $2,000,000 per occurrence, $2,000,000 aggregate, in excess of the underlying coverages listed in Paragraphs A, B, and C above. ADDITIONAL REQUIREMENTS 1.All policies of insurance required pursuant to this Agreement must name the following entities as additional insureds: Pear Tree REH, LLC, a Delaware limited liability company CIRE Investment Services, Inc., a California corporation 2.Contractor shall require the same primary minimum insurance requirements, as listed above, from its contractors, subcontractors and suppliers and they shall also comply with the additional requirements listed herein. Contractor must obtain a certificate of insurance from each contractor and subcontractor before they commence any work on behalf of the Contractor or at the Property. Owner reserves the right to request copies of subcontractor certificates from the Contractor when deemed necessary as a result of contract compliance audits. 3.A Certificate of Insurance and additional insured endorsement evidencing the above must be presented to Owner prior to commencement of any work and thirty (30) days prior to policy renewal.