CC 20170117 F Stay Green Change OrderRANCHO PALOS VERDES CITY COUNCIL
AGENDA REPORT
AGENDA DESCRIPTION:
MEETING DATE: 01/17/2017
AGENDA HEADING: Consent Calendar
Consideration and possible action to award a Change Order and Lease Agreement to
Stay Green, Inc., for Labor and Equipment for City Landscaping, General Maintenance,
and Litter & Trash Services.
RECOMMENDED COUNCIL ACTION:
(1) Award a Change Order to the proposal by Stay Green, Inc. to accommodate the
City's requirement for the vendor to lease land for equipment storage and
operations in the performance of their previously -awarded Maintenance
Agreement;
(2) Approve the Lease Agreement with Stay Green, Inc.; and,
(3) Authorize the Mayor and City Clerk to execute the Modified Maintenance
Agreement and Lease Agreement, subject to approval as to form by the City
Attorney.
FISCAL IMPACT: The total cost of the change order proposal over the base three-
year agreement is $308,711.52 with an annual cost of $102,903.84. This cost will be
partially offset by payment from the vendor for rent and utilities. The vendor will be
responsible for additional expenses including security fencing and unsecured property
taxes. Rent payment to the City over the base three-year agreement will total $240,795
and utilities are estimated to total $14,400 over the same period. No additional funding
is required to accommodate this change order in FY16-17.
Amount Budgeted: None
Additional Appropriation: None
Account Number(s): None
ORIGINATED BY: Sean Larvenz, Maintenance Superintendent Y.
REVIEWED BY: Michael Throne, PE, Director of Public Works
APPROVED BY: Doug Willmore, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Draft Change Order Proposal (page A-1)
B. Draft Maintenance Agreement/Lease — Stay Green, Inc. (page B-1)
BACKGROUND AND DISCUSSION:
The City Council awarded a maintenance contract to Stay Green, Inc. (Stay Green) for
Labor and Equipment for City Landscaping, General Maintenance, and Litter & Trash
1
Services on July 19, 2016. The City Attorney identified concerns that the relationship
between the City and Stay Green as described in the maintenance contract may place
the City at risk of Stay Green's personnel being considered City employees rather than
independent contractors. The City Attorney has recommended that a clear line of
demarcation be drawn between the City and Stay Green to make it clear that Stay
Green and its personnel are independent contractors of the City. To that end, a
modified maintenance contract has been prepared. In addition to modifying how Stay
Green employees are monitored by Public Works personnel, the modified maintenance
contract sets aside a defined area of the City's corporation yard area to be leased to
Stay Green.
The City Attorney's Office drafted a lease of the defined area of the City's corporation
yard, and Stay Green has tentatively agreed to the terms. This lease would satisfy the
contract's intent by having the Stay Green's equipment and materials stored within the
City for rapid response to emergencies and for contract performance efficiency, and
create a defined boundary between the City and Stay Green.
The vendors' original bid of $2,841,189 did not include the cost associated with the
lease. These costs are expected to include such additional items as security fencing
and payment of unsecured property taxes, to be paid for by Stay Green. Consequently
a change order to the Stay Green agreement is necessary to modify the contract to
include the leased area, limited storage facilities and a general maintenance repair
shop. The City requested the vendor provide a proposal that will accommodate the
increase in cost associated with this change order (Attachment A).
The leased area change order will provide 26,755 square feet of laydown area and one
building for the vendor to establish a maintenance repair shop. The draft lease
agreement (Attachment B) sets the rental terms at $3.00/square foot per year for a
period of 3 years with up to 3 one-year options to run concurrently with possible
Maintenance Agreement extensions should they be exercised. The lease will result in
an annual payment of $80,265. Staff recommends that a change order to the Stay
Green agreement be approved and executed in the amount of $308,711.52 (or an
annual cost of $102,903.84).
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available
for the City Council's consideration:
1. Approve the lease and proposal with amended terms and/or conditions.
2. Do not approve the lease and proposal and authorize Staff to pursue
contract extension amendments for current service providers.
3. Take other action as deemed appropriate by the City Council.
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Attachment A
Draft Change Order Proposal
A-1
Stay Green Inc.
,he Natural Choice
For Professional Landscape Services
LANDSCAPE MAINTENANCE
CONTRACT ADDENDUM
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Addendum to existing monthly maintenance contract to lease 26,755 square feet of land, Due to
the additional requirement to lease space at City Hall throughout the performance period of the
agreement, which was not included in the original bid, Stay Green Inc. is proposing an increase
to the base bid of $102,903.84 annually, for a total increase of $308,711.52 over the 3 year base.
Increase Monthly Maintenance Fee: $ 8,575.32
Current Monthly Maintenance Fee: $ 78,922.16
New Monthly Maintenance Fee: $ 87,497.48
Service in accordance with this Agreement shall commence on 02/01/17 at the
aforedescribed fee.
OWNER\MANAGER STAY GREEN INC
26415 Summit Circle
Santa Clarita, CA 91350
City of Rancho Palos Verdes
30940 Hawthorne Blvd
Rancho Palos Verdes, CA 90275
Sean Larvenz
310-544-5221
SIGNATURE:
DATE:
Phone Number (800) 858-5508
Fax Number (877) 317-8437
Landscape Contractors License #346620
Pest Control Operators License #32488
Pest Control Advisors License #04181
Certified Arborist License #WC -4375
SIGNATURE: f3lb �Z-570��
DATE: 12/19/2017
Stay Green Inc. 1
26415 Summit Circle, Santa Clarita, CA 91350 • (800) 858-5508 • (661) 291-2800 • Fax: (661) 705-2089
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w.stay&reen.com • C-27, C-61 License #346620 —2
Attachment 6
Draft Maintenance Agreement/Lease
Stay Green, Inc.
CONTRACT SERVICES AG, EEMENT
By and Between
CITY OF RANCHO PALOS VERDES
N, INC.
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
STAY GREEN, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this day of , 2017 by and between the City of Rancho Palos Verdes, a
California municipal corporation ("City") and Stay Green, Inc. ("Consultant"). City and
Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the "Parties".
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a pro 1 o *d for the performance of the
services defined and described particularly in Article 1 of this A ent, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority
to enter into and execute this Agreement. %'N
D. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and
incorporated herein by this reference, which may be referred to herein as the "services" or
"work" hereunder. As a material inducement to the City entering into this Agreement,
Consultant represents and warrants that it has the qualifications, experience, and facilities
necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
intended. For purposes of this Agreement, the phrase "highest professional standards" shall
mean those standards of practice recognized by one or more first-class firms performing similar
work under similar circumstances.
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this
Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered. 'N
1.4 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
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1.5 Familiarity with Work.
A,,,
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant's risk until written instructions
are received from the Contract Officer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City's own negligence.
01203.0006/302166.6 -2- 4
1.7 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of
the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred
eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively, must be approved by the City Council. It is expressly understood by
Consultant that the provisions of this Section shall not apply to services specifically set forth in
the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services
to be provided pursuant to the Scope of Services may be more costly or time consuming than
Consultant anticipates and that Consultant shall not be entitled to additional compensation
therefor. City may in its sole and absolute discretion have similar work done by other
contractors. No claims for an increase in the Contract Sum or time for performance shall be
valid unless the procedures established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as Exhibit `B" and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit `B" and any
other provisions of this Agreement, the provisions of Exhibit `B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed Three Million, Two Hundred Twenty Four Thousand, Nine
Hundred Nine Dollars and Fifty two Cents ($3,224,909.52) (the "Contract Sum"), unless
additional compensation is approved pursuant to Section 1.8.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less
01203.0006/302166.6 -3- B-5
contract retention; (iii) payment for time and materials based upon the Consultant's rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate uch coordination, Consultant
shall not be entitled to any additional compensation for attendi id meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original involicfor all work performed
and expenses incurred during the preceding month in a form approved by City's Director of
Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying
compliance with all provisions of the Agreement. The invoice shall detail charges for all
necessary and actual expenses by the following categories: labor (by sub -category), travel,
materials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also
be detailed by such categories. Consultant shall not invoice City for any duplicate services
performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
01203.0006/302166.6 -4- B-6
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (18 0) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within ten (10) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant's sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1)
years from the date hereof, exce t as otherwise provided in the Schedule of Performance
(Exhibit "D" ).
ARTICLE 4. COORDINA N OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
(Name) (Title)
(Name) (Title)
01203.0006/302166.6 -5- B-7
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement. Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant's staff and
subcontractors, if any, assigned to perform the services required under this Agreement.
Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any,
assigned to perform the services required under this Agreement, prior to and during any such
performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may
have to any such rights. Nk
4.3 Contract Officer.
The Contract Officer shall be [Sean Larvenz or] such person as may be designated by the
City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is
kept informed of the progress of the performance of the services and the Consultant shall refer
any decisions which must be made by City to the Contract Officer. Unless otherwise specified
herein, any approval of City required hereunder shall mean the approval of the Contract Officer.
The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all
documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode or
means by which Consultant, its agents or employees, perform the services required herein, except
as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or
control of Consultant's employees, servants, representatives or agents, or in fixing their number,
compensation or hours of service. Consultant shall perform all services required herein as an
independent contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Consultant shall not at any
01203.0006/302166.6 -6- 8
time or in any manner represent that it or any of its agents or employees are agents or employees
of City. City shall not in any way or for any purpose become or be deemed to be a partner of
Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise
with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City. Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty five percent
(25%) of the present ownership and/or control of Consultant, taking all transfers into account on
a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy
proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or
any surety of Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
-0�: .w
The Consultant shall procure and maintain, at its sole cost and expense, in a form and
content satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall cover all elected and appointed officers,
employees and agents of Cid:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury and property damage. The policy of insurance shall be in
an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used,
then the general aggregate limit shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by
or any persons retained by the Consultant in the course of carrying out the work or services
contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87,) including "any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
$1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any
automobile.
(d) Professional Liability. Professional liability insurance appropriate to the
Consultant's profession. This coverage may be written on a "claims made" basis, and must
01203.0006/302166.6 -7- 9
include coverage for contractual liability. The professional liability insurance required by this
Agreement must be endorsed to be applicable to claims based upon, arising out of or related to
services performed under this Agreement. The insurance must be maintained for at least 5
consecutive years following the completion of Consultant's services or the termination of this
Agreement. During this additional 5 -year period, Consultant shall annually and upon request of
the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit `B".
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City,
its elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not
contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents and
their respective insurers. Moreover, the insurance policy must specify that where the primary
insured does not satisfy the self-insured retention, any additional insured may satisfy the self-
insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice
by certified mail return receipt requested to the City. In the event any of said policies of
insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence
of insurance in conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has
provided the City with Certificates of Insurance, additional insured endorsement forms or
appropriate insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City. City reserves the right to inspect complete,
certified copies of and endorsements to all required insurance policies at any time. Any failure to
comply with the reporting or other provisions of the policies including breaches or warranties
shall not affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate
endorsement) and shall conform to the following "cancellation" notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL
THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
-8 B-10
01203.0006/302166.6
[to be initialed]
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents
and volunteers are to be covered as additional insureds as respects: liability arising out of
activities Consultant performs; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by
Consultant. The coverage shall contain no special limitations on the scope of protection afforded
to City, and their respective elected and appointed officers, officials, employees or volunteers.
Consultant's insurance shall apply separately to each insured against whom claim is made or suit
is brought, except with respect to the limits of the insurer's liability.
Any deductibles or self-insured retentions must be declared to and approved by City. At
the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims. The Consultant agrees that
the requirement to provide insurance shall not be construed as limiting in any way the extent to
which the Consultant may be held responsible for the payment of damages to any persons or
property resulting from the Consultant's activities or the activities of any person or persons for
which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification
liabilities as provided in Section 5.3.
In the event the Consultant subcontracts any portion of the work in compliance with
Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall
require the subcontractor to maintain the same policies of insurance that the Consultant is
required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be
provided to City.
emnific
In ation. 1*
5.3 d
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims
or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
01203.0006/302166.6
-9- B-11
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City's negligence,
except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement. <,
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated "A" or better in the most recent edition of Best
Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial
category Class VII or better, unless such requirements are waived by the Risk Manager of the
City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3
years duration, or in the event the risk manager determines that the work or services to be
performed under this Agreement creates an increased or decreased risk of loss to the City, the
Consultant agrees that the minimum limits of the insurance policies may be changed accordingly
upon receipt of written notice from the Risk Manager.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
01203.0006/302166.6 -10- B-12
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant's business,
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed "works made for hire" for the City.
6.4 Confidentialitv and Release of Information.
(a) All information gained or work product produced by Consultant
in performance of this Agreement shall be considered confidential, unless such information is in
the public domain or already known to Consultant. Consultant shall not release or disclose any
01203.0006/302166.6 -11- B-13
such information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors,
shall not, without prior written authorization from the Contract Officer or unless requested by the
City Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered "voluntary"
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorneys' fees, caused by or incurred as a result of onsultant's conduct.
(d) Consultant shall promptly notify City should Consultant, its
officers, employees, agents or subcontractors be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, request for admissions or other
discovery request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEME F REENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is presumptively thirty (30) days, but may be extended, though not
reduced, if circumstances warrant. During the period of time that Consultant is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on the
invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the
outstanding invoices during the period of default. If Consultant does not cure the default, the
City may take necessary steps to terminate this Agreement under this Article. Any failure on the
01203.0006/302166.6 -12- B-14
part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver
of the City's legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions in performing or failing to perform Consultant's
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by
any party of any breach of the provisions of this Agreement shall not constitute a waiver of any
other provision or a waiver of any subsequent breach or violation of any provision of this
Agreement. Acceptance by City of any work or services by Consultant shall not constitute a
waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any
right or remedy by a non -defaulting party on any default shall impair such right or remedy or be
construed as a waiver. Any waiver by either party of any default must be in writing and shall not
be a waiver of any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
01203.0006/302166.6 - 13- B-15
Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. In addition, the Consultant
reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60)
days' written notice to City, except that where termination is due to the fault of the City, the
period of notice may be such shorter time as the Consultant may determine. Upon receipt of any
notice of termination, Consultant shall immediately cease all services hereunder except such as
may be specifically approved by the Contract Officer. Except where the Consultant has initiated
termination, the Consultant shall be entitled to compensation for all services rendered prior to the
effective date of the notice of termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated
termination, the Consultant shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder. In the event of terini ion without cause pursuant to
this Section, the terminating party need not provide the n -terminating parry with the
opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Consultant.
14
If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
7.9 Attorneys' Fees. 1W,
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's
fees on any appeal, and in addition a parry entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
7.10 Liquidated Damages
Since the determination of actual damages for any delay in performance of this
Agreement would be extremely difficult or impractical to determine in the event of a breach of
this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the
sum of ($ ) as liquidated damages for
each working day of delay in the performance of any service required hereunder, as specified in
the Schedule of Performance (Exhibit "D"). The City may withhold from any monies payable on
account of services performed by the Contractor any accrued liquidated damages.
-14- B-16
01203.0006/302166.6
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non -liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the terms
of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed against City for such use of unauthorized aliens,
Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or
sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.
-ls- B-17
01203.0006/302166.6
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either party
desires or is required to give to the other party or any other person shall be in writing and either
served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager
and to the attention of the Contract Officer (with her/his name and City title), City of Rancho
Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the Consultant, to the
person(s) at the address designated on the execution page of this Agreement. Either party may
change its address by notifying the other party of the change of address in writing. Notice shall
be deemed communicated at the time personally delivered or in seventy-two (72) hours from the
time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might,otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or
modification of this Agreement shall be valid unless made in writing and approved by the
Consultant and by the City Council. The parties agree that this requirement for written
modifications cannot be waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non -Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
01203.0006/302166.6 -16- B-18
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration, or
other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant's Authorized Initials
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
01203.0006/302166.6
-17- B-19
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first -above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Brian Campbell, Mayor
ATTEST:
Lo
Name:
Title:
Address:
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
01203.0006/302166.6 - is - B-20
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2015 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entityupo half of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
true and correct.
WITNESS my hand and official seal.
Signature:
t the foregoing paragraph is
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
01203.0006/302166.6
_19- B-21
CAPACITY CLAIMED BY SIGNER
DESCRIPTION OF ATTACHED DOCUMENT
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
NUMBER OF PAGES
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
SIGNER(S) OTHER THAN NAMED ABOVE
01203.0006/302166.6
_19- B-21
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2015 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State
true and correct.
WITNESS my hand and official seal.
Signature:
t the foregoing paragraph is
OPTIONAL ,
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE
❑
PARTNER(S) ❑ 'IrMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNERS) OTHER THAN NAMED ABOVE
01203.0006/302166.6
-20- B-22
EXHIBIT "A"
SCOPE OF SERVICES
I. Stay Green, Inc. shall perform the following services for the City of Rancho Palos
Verdes in accordance with the requirements set forth in the "General Provisions", "Special
Provisions", "Performance Work Statement", and "Annexes A through E" in the bid
documents for the project entitled LABOR AND EQUIPMENT FOR CITY
LANDSCAPING, GENERAL MAINTENANCE, AND LITTER & TRASH SERVICES:
A. Stay Green, Inc. shall provide onsite service labor for Landscape Services,
General Maintenance Services, Trash, Litter & Debris Services, and offsite
Administrative Services with an annual not -to -exceed amount of $695,760, and
with a three-year base contract not -to -exceed amount of $2,087,280, such services
to be compensated for pursuant to Section A of Exhibit "C" Schedule of
Compensation.
i. Lease of City Property
1. Contractor and the City shall enter into the Lease Agreement
attached hereto as Exhibit "E" through which Contractor will lease
property at City Hall from which to conduct the services described
herein. V
ii. Administration Services
1. Contractor shall establish and manage a maintenance service
request reception desk offsite; utilizing CityWorks and transparent
to DPW and all City Departments. (Reference: Performance Work
4C Statement, Section P.2.)
iii. Landscape Services
"Contractor shall establish and operate a Landscape Services
Section to maintain parks, trails, open spaces, rights of way,
medians, infrastructure, assets, and utilities in the City through
inspections, scheduled maintenance, preventive maintenance, and
customer -generated work orders, received through the maintenance
service request reception desk. Landscape Services capabilities will
include, but not be limited to: Landscaping services, fuel
modification services, irrigation system maintenance, pest control,
and trails and open space maintenance." (Reference: Performance
Work Statement, Section P.3.) The specific details of the
Landscape Services Section are described in Performance Work
Statement, Section P.3.
01203.0006/302166.6
-21- B-23
iv. General Maintenance Services
"Contractor shall establish and operate a General Maintenance
Section to maintain buildings, infrastructure, assets, and utilities in
the City, through inspections, scheduled maintenance, preventive
maintenance, and customer -generated work orders, received
through the maintenance service request reception desk. General
Maintenance Service's capabilities will include, but not be limited
to: Plumbing, carpentry, masonry, painting, inspecting, welding,
fencing, material handling, cleaning, and general labor."
(Reference: Performance Work Statement, Section PA.)
v. Trash, Litter and Debris Services
1. "Trash: Contractor shall be remove all trash, recyclables and debris
from City trash cans daily (7 days/week) IAW [in accordance with]
the TE [Technical Exhibits, or Annexes A-E]." (Reference:
Performance Work Statement, Section P.S.)
2. "Litter and Debris: Contractor shall remove litter and debris found
within the contract areas daily (7 days/week) IAW the TE. Liter
and debris includes, but is not limited to: mattresses, furniture,
cartons, bottles, paper, plastic, metal, tires, stones, soil, organic
materials, flyers, decorations, and advertisements. Contract areas
shall include, but not be limited to: utility poles, sign posts, trash
cans, buildings, and other improvements within the City right of
way and on other City owned parcels to include Parks, trails, and
open spaces." (Reference: Performance Work Statement, Section
P. 5.)
B. Stay Green, Inc. shall provide all vehicles and equipment listed in Annex "D,"
Schedule of Equipment for a flat monthly fee of $16,036.61, with an annual not -
to -exceed amount of $192,440.00, and with a three-year base contract not -to -
exceed amount of $577,320.00, such equipment to be compensated for pursuant to
Section B of Exhibit "C," Schedule of Compensation. Equipment is listed in
Exhibit "A-1," Annex D — Schedule of Required Equipment.
C. Stay Green, Inc. shall provide materials listed in Annex "E," Schedule of
Estimated Quantities for a flat monthly fee of $4,905.50, with an annual not -to -
exceed amount of $58,866, and with a three-year base contract not -to -exceed
amount of $176,598, such material to be compensated for pursuant to Section C of
Exhibit "C," Schedule of Compensation. Material is listed in Exhibit "A-2,"
Contractor Provided Materials.
D. Stay Green, Inc. shall perform on-call services not covered in Section A above, as
requested in writing by the Contract Officer, in accordance with the rates quoted
01203.0006/302166.6
-22- B-24
in the Contractor's proposal in Bid Category 4 Bid Alternates, for an aggregate
annual not -to -exceed amount of $25,000 and with a three-year not -to -exceed
amount of $75,000 and such labor to be compensated for pursuant to Section D of
Exhibit " C Schedule of Compensation. On-call services are for emergency
responses to incidents which occur outside of normal business hours. This is
limited to incidents which pose a significant risk to the life, safety, health or
environment.
i. On-call services rendered shall be itemized on monthly invoices and be
accompanied by the Contracting Officer's letter of authorization.
II. As part of the Services, Stay Green, Inc. will prepare and deliver the following
tangible work products to the City:
A. Landscape Services Standard Operating Procedure (Reference: Performance Work
Statement, Section P.3.4.)
B. Maintenance Services Standard Operating Procedure (Reference: Performance
Work Statement, Section P.4.4.)
III. In addition to the requirements of Section 6.2, during performance of the Services,
Stay Green, Inc. will keep the City appraised of the status of performance by
delivering the following status reports:
A. Weekly Work O Re (R ence: Performance Work Statement, Section
P.2.3.)
B. Monthly Work Order Report (Reference: Performance Work Statement, Section
P.2.4.)
C. Monthly Irrigation Report (Reference: Performance Work Statement, Section
P.3.15.1.1.)
D. Monthly Pesticide Use Report (Reference: Performance Work Statement, Section
P.3.33.2.2.)
E. Monthly Lighting System Report (Reference: Performance Work Statement,
Section P.4.14.9.3.)
F. Monthly Playground Safety Inspection Sheets (Reference: Performance Work
Statement, Section P.4.14.14.)
IV. All work product is subject to review and acceptance by the City, and must be
revised by Stay Green, Inc. without additional charge to the City until found
satisfactory and accepted by City.
V. Stay Green, Inc. will utilize the following personnel to accomplish the Services:
01203.0006/302166.6
-23- B-25
A. 1 Each - Service Request Technician
B. 1 Each - Lead Landscape Technician
C. 1 Each - Senior Landscape Technician
D. 1 Each - Irrigation Technician
E. 4 Each — Landscape Laborer
F. 1 Each - Lead Maintenance Worker
G. 1 Each — Senior Maintenance Worker
H. 2 Eac
I. 3 Eac
01203.0006/302166.6
-24- B-26
01203.0006/302166.6
-25- B-27
EXHIBIT "A-1"
Annex D — Schedule of Required Equipment
Functional
PWS
Horse
Nomenclature
Name
Specification
Size
Power/
Grade
Quantity
area
Reference
displacement
Tarp,
Landscape
equipment
16'-20'x
Landscaping
P.3.8.1.
Utility trailer
ramp, 48 side
N/A
Commercial
2
trailer
g' deck
rails & warning
beacon
Landscaping
P.3.8.2.
Mower
Zero turn
Mulching
60" deck
25Hp
Commercial
2
radius, riding
4WD PTO
Compact
30Hp to
Landscaping
P.3.8.3.
Tractor
loader,& 3
Commercial
1
Utility
SOHp
point hitch
Landscaping
P.3.8.3.
Box Blade
Gannon
With scarifier
65"
N/A
Commercial
1
3 -point, lift
Landscaping
P.3.8.3.
Mower
Rotary cutter
type, 540RPM
72"
n/a
Commercial
1
PTO
Landscaping
P.3.8.4.
Brush Chipper
Trailer
6"+ feed
25Hp to
Commercial
1
mounted
throat
35Hp
Landscaping
P.3.8.5.
Chain saw
Large
30" bar
>50cc
Professional
2
2b0r 24
Landscaping
P.3.8.5.
Chain saw
Medium
<50cc
Professional
2
Personal
Landscaping
P.3.8.5.
Protective
Chaps
6 Ply
32" to 40"
N/A
Commercial
4
Clothing
Personal
Head, face,
Landscaping
P.3.8.5.
Protective
hearing
Adjustable
N/A
Professional
4
Clothing
protection
Landscaping
P.3.8.6
Pole Pruner
Gas powered
Adjustable
18' pole
36.3cc
Professional
2
Landscaping
P.3.8.7.
Trimmer
Gas powered
16.5"cut
36.3cc
Professional
4
Landscaping
P.3.8.8.
Blower
Gas powered
<66dB(A)
64.8cc
Professional
4
Landscaping
P.3.8.9.
Hedge Trimmer
Gas powered
135 Deg cutting
20" blade
31.4cc
Professional
4
head
Landscaping
P.3.8.10.
Shovel
Digging
Commercial
4
Landscaping
P.3.8.10.
Shovel
Trench
Commercial
4
Landscaping
P.3.8.10.
Shovel
Scoop
Commercial
2
Landscaping
P.3.8.10.
Shovel
Transfer
Commercial
2
Landscaping
P.3.8.10.
Fork
Manure
Commercial
4
Landscaping
P.3.8.10.
Rake
Bow rake
15 tine
Commercial
4
Landscaping
P.3.8.10.
Rake
Leaf
Commercial
4
Landscaping
P.3.8.10.
Rake
Cultivator
4 tine
Commercial
4
Landscaping
P.3.8.10.
Mattock
Commercial
2
Landscaping
P.3.8.10.
Axe
Single bit
Commercial
2
Landscaping
P.3.8.10.
Hammer
Sledge
16 Lbs
Commercial
2
Landscaping
P.3.8.10.
Post Hole Digger
Non-conductive
4'
Commercial
2
01203.0006/302166.6
-26- B-28
Landscaping
P.3.8.10.
Hoe
Commercial
2
Landscaping
P.3.8.10.
Lopper
Bypass
32"
Commercial
2
Landscaping
P.3.8.10.
Broom
Push
24"
Commercial
2
Landscaping
P.3.8.10.
Tools
other
Commercial
1
Landscaping
P.3.8.10.
Wheelbarrow
6 Cu. Ft.
Commercial
2
High lift gate,
5-6 Yard
Landscaping
P.3.9.1.
Dump Truck
5-6 Yard
tarp, light bar,
Commercial
1
box
hitch, signs
Tarp, light bar,
lift gate, hitch,
Landscaping
P.3.9.2.
Truck
Stake bed
1 ton
Commercial
2
tool storage
boxes, signs
Light bar, hitch,
Landscaping
P.3.9.3.
Truck
Utility bed
pipe rack (Van
3/4 ton
Commercial
1
optional), signs
Telescoping
General
6K, 36' lift
P.4.10.1.
Fork lift
boom, all
74Hp
Commercial
1
Maintenance
height
terrain
General
John Deere 310
P.4.10.2.
Backhoe loader
99Hp
Commercial
1
Maintenance
SI or equal
ramps, load
General
Equipment
P.4.10.3.
Trailer
securement
12 ton
Commercial
1
Maintenance
transport
devices
Light bar, hitch,
General
P.4.11.1.
Truck
Utility bed
pipe rack (Van
3/4 ton
Commercial
2
Maintenance
optional), signs
.
Tarp, light bar,
General
lift gate, hitch,
P.4.11.2.
Truck
Stake bed
1 ton
Commercial
1
Maintenance
tool storage
boxes, signs
Tarp,
General
Landscape
equipment
16'-20'x
P.4.11.3.
Utility trailer
ramp, 48" side
N/A
Commercial
1
Maintenance
trailer
8'dee
8'deck k
rails & warning
beacon
General
P.4.13.1.
Chain saw
Large
30" bar
>50cc
Professional
2
Maintenance
General
20"-24"
P.4.13.1.
Chain saw
Medium
<50cc
Professional
2
Maintenance
bar
Personal
General
P.4.13.1.
Protective
Chaps
6 Ply
32" to 40"
N/A
Commercial
4
Maintenance
Clothing
Personal
Head, face,
General
P.4.13.1.
Protective
hearing
Adjustable
N/A
Professional
4
Maintenance
Clothing
protection
General
P.4.13.2.
Pole Pruner
Gas powered
Adjustable
18' pole
36.3cc
Professional
1
Maintenance
Personal
Head, face,
General
P.4.13.2.
Protective
hearing
Adjustable
N/A
Professional
1
Maintenance
Clothing
protection
01203.0006/302166.6
-27- B_29
01203.0006/302166.6
-28- B-30
KIPPERTOOLS
GMTK General
General
General
Mechanic's Tool
p,4.13.3.
Tool Kit
Professional
2
Maintenance
Mechanic
Kit 5, P/N: KIT
GMTK-S-BLK or
equivalent.
KIPPERTOOL,
General
Coordless
P/N: KIT CDSK
P.4.13.4.
Tool Kit
Power Tool
Professional
2
Maintenance
WA-20V-R2 or
Kit
equivalent.
KIPPERTOOLS,
General
Insulated
P/N: KIT
P.4.13.5.
Tool Kit
Electrical
Professional
2
Maintenance
Tool Kit
ELECTRICAL or
equivalent.
Miller Bobcat
portable
General
P.4.13.6.
Welder/Generator
welder
250 Welder
250 Amp
Professional
1
Maintenance
907500001 or
generator
equivalent
Personal
Helmet,
General
P.4.13.6.
Protective
gloves,
Professional
1
Maintenance
Clothing
leathers
MILLER
SPECTRUM 625
X-TREME
General
PLASMA
p,4.13.7.
Plasma Cutter
Professional
1
Maintenance
CUTTER WITH
12 FT. XT40
TORCH or
equivalent.
Victor
Professional
Portable Torch
General
P.4.13.8.
Torch
Oxy/Actyl
Outfit W/
Professional
1
Maintenance
Cylinders -
Acetylene or
equivalent.
Jet model
General
7" x12"
P.4.13.9.
Band Saw
414459 or
3/4 Hp
Professional
1
Maintenance
Horizontal
equivalent.
Jet model
General
P.4.13.10.
Drill Press
Floor
3544015",
,
3/4 Hp
Professional
1
Maintenance
mounted
115/230V or
equivalent.
Ingersoll Rand
Gas Portable Air
Compressor —
General
5.5 HP, 11.8
P.4.13.11.
Air Compressor
Gas powered
CFM At 90 PSI,
5.5 Hp
Commercial
1
Maintenance
Model#
SS3J5.5GHWB
or equivalent.
01203.0006/302166.6
-28- B-30
General
Gas
Graco GMAX
P.4.13.12.
Paint Sprayer
powered,
3900 or
120 cc
Professional
1
Maintenance
Airless
equivalent.
Werner, P7404
General
Step, Type
4 ft Type IAA
P.4.13.13.
Ladder
IAA,
Fiberglass
4'
Professional
1
Maintenance
fiberglass.
Platform Ladder
or equivalent.
Werner, P7406
General
Step, Type
6 ft Type IAA
P.4.13.13.
Ladder
IAA,
Fiberglass
6'
Professional
1
Maintenance
fiberglass.
Platform Ladder
or equivalent.
Werner, P7408
General
Step, Type
8 ft Type IAA
p,4.13.13.
Ladder
IAA,
Fiberglass
8'
Professional
1
Maintenance
fiberglass.
Platform Ladder
or equivalent.
Werner, T7410
General
Step, Type
10 ft Type IAA
P.4.13.13.
Ladder
IAA,
Fiberglass Twin
10'
Professional
1
Maintenance
fiberglass.
Ladder
or equivalent.
Werner, T7412
General
Step, Type
12 ft Type IAA
P.4.13.13.
Ladder
IAA,
Fiberglass Twin
12'
Professional
1
Maintenance
fiberglass.
Ladder
or equivalent.
Werner, 7806
12 ft Type IAA
General
Extension,
Fiberglass
P.4.13.14.
Ladder
Type IAA,
12'
Professional
1
Maintenance
fiberglass.
Combination
Ladder
or equivalent.
Werner, 7808
16 ft Type IAA
General
Extension,
Fiberglass
p,4.13.14.
Ladder
Type IAA,
16'
Professional
1
Maintenance
fiberglass.
Combination
Ladder
or equivalent.
Werner, D7120 -
2 20 ft Type IAA
General
Extension,
Fiberglass D-
P.4.13.14.
Ladder
Type IAA,
20'
Professional
1
Maintenance
fiberglass.
Rung Extension
Ladder or
equivalent.
Werner, D7124 -
2 24 ft Type IAA
General
Extension,
Fiberglass D-
p,4.13.14.
Ladder
Type IAA,
24'
Professional
1
Maintenance
fiberglass.
Rung Extension
Ladder Ladder
or equivalent.
01203.0006/302166.6
-29- B-31
01203.0006/302166.6
-30- B-32
Werner, D7128 -
2 28 ft Type IAA
General
Extension,
Fiberglass D-
p,4.13.14.
Ladder
Type IAA,
28'
Professional
1
Maintenance
fiberglass.
Rung Extension
Ladder or
equivalent.
Werner, 4101 -
18 Narrow Span
General
Narrow
17 ft 6 in H x 6
Maintenance
p•4.13.15.
Scaffold
span,
ft L Platform
17'
Professional
1
aluminium
Scaffold Tower
or egiavalent
4 pc Soft Grip
Adjustable
General
P.4.13.16.
Wrench set
Adjustable
Wrench Set (6—
6"-12"
Commercial
2
Maintenance
12") (Blue -
Point®)
3 pc Adjustable
General
P.4.13.16.
Wrench set
Adjustable
Wrench Set
15"-24"
Commercial
2
Maintenance
(15-24") (Blue-
Point®)
TEKTON Tekton
19621 10 -pc.
General
Jumbo
1-5/16" to
P.4.13.17.
Wrench set
Combination
Combination
Commercial
2
Maintenance
Wrench Set
2
(SAE) or
equivalent.
Craftsman 5 -
piece Full Polish
General
Large
1" to 1 -
Maintenance
P.4.13.17.
Wrench set
Combination
Combination
5/16"
Commercial
2
Wrench Set,
Inch or
equivalent.
Ridgid Heavy -
General
P.4.13.18.
Wrench
Pipe
Duty Straight
12"
Commercial
2
Maintenance
Pipe Wrench or
equivalent
Ridgid Heavy -
General
p•4.13.18.
Wrench
Pipe
Duty Straight
18"
Commercial
2
Maintenance
Pipe Wrench or
equivalent
Ridgid Heavy -
General
P.4.13.18.
Wrench
Pipe
Duty Straight
24"
Commercial
2
Maintenance
Pipe Wrench or
equivalent
Ridgid Heavy -
General
P.4.13.18.
Wrench
Pipe
Duty Straight
36"
Commercial
2
Maintenance
Pipe Wrench or
equivalent
01203.0006/302166.6
-30- B-32
01203.0006/302166.6
- 31- B-33
Ridgid Heavy -
General
Duty Straight
P.4.13.18.
Wrench
Pipe
48"
Commercial
2
Maintenance
Pipe Wrench or
equivalent
Bosch
General
BH2770VCD
P.4.13.19.
Jack Hammer
Electric
Demolition
60 Pound
Commercial
1
Maintenance
Hammer or
equivalent
Various
hammer steels
General
P.4.13.19.
Jack Hammer
Steels
for concrete
Commercial
1
Maintenance
and asphalt
demolition
Kushlan
Professional
Portable Electric
General
Direct Drive
3.5 Cubic
P.4.13.20.
Mixer
Cement
Professional
1
Maintenance
Cement Mixer
Foot
— 3.5 Cubic Ft.,
Model# 350DD
or equivalent.
Nupla 6 ft.
Certified Non -
Conductive Post
General
P.4.13.21.
Digger
Post hole
Hole Digger
6'
Professional
2
Maintenance
with Fiberglass
Handle or
equivalent.
Everbilt 4 in. x 4
in. x1ft.
General
Premium Steel
P.4.13.22.
Driver
Fence post
14 pound
Commercial
2
Maintenance
Fence Post
Driver or
equivalent.
Hammer, Hand
General
General
saw, Tape
P.4.13.23.
Tools
measure, speed
Various
Commercial
1
Maintenance
Carpentry
square, level,
etc.
Bosch 10 -in
Table Saw
General
P.4.13.24.
Table Saw
Portable
Model #: 4100-
10"
Commercial
1
Maintenance
09 or
equivalent.
Bosch 12 -in
Sliding
Compound
General
Compound,
P.4.13.25.
Miter Saw
Miter Saw
12"
Commercial
1
Maintenance
sliding
Model
#: GCM12SD or
equivalent.
01203.0006/302166.6
- 31- B-33
General
Maintenance
P.4.13.26.
Vacuum
Wet/Dry
RIDGID 16 Gal.
2 -Stage
Commercial
Wet/Dry
Vacuum or
equivalent.
16 Gal.
Commercial
2
Mi -T -M® 4,200
PSI Pressure
Washer - 3.4
GPM - 13 HP
Honda® GX OHV
Engine, Cast
Iron Sleeve
With Low Oil
Shutdown -
Direct Drive
Crankshaft
Pump With
Gas
Brass Manifold -
General
3.4 GPM,
P.4.13.27.
Pressure Washer
powered,
20" Stainless
Commercial
1
Maintenance
4200 PSI
Cold Water
Steel Quick -
Connect Wand
With Five Spray
Nozzles And 50'
Hose - Powder -
Coated 16 -
Gauge Welded
Steel Frame
With 10"
Pneumatic Tires
- 3 -Year Limited
Warranty Or
equivalent.
01203.0006/302166.6
-32- B-34
EXHIBIT 66A-2"
Contractor Provided Materials
Contractor Provided Materials
Functional area
PWS Reference
Nomenclature
Name
Specification
Units
Annual Quantity
Landscaping
P.3.23.4.
Sand
Playground
Washed plastersand free of rocks
tons annually
60
Engineered Wood Fiber media, which meets ADA, ASTM,
Landscaping
P.3.24.1.
Wood fiber Media
Playground
CPSC and CSA standards
yards annually
100
Landscaping
P.3,21.3
Decomposed Granite
Trails/Landscaping
Trail and landscape replenishment
yards annually
200
Bolts, nuts, screws, nails, banding & clamps, zip ties, flush
valves, washers, gaskets, sealant, solvents, lubricants,
General Maintenance
P.4.8.
Common Materials
Hardware, consumables
adhesives, abrasives, blades, and rags.
Lump sum
1
Windows based, Required for communication with City staff
General Maintenance
P.4.9
Communication devices
Smart phone/ tablet
and CltyWorks, I
6each
6
2000 EZ Tie handled dog waste clean up bags. Bulk packed - 20
packages of 100, bulk packed bags - 20 blocks of 100 bags, or
General Maintenance
P.4.14.19,
Bags
1 Dog Waste
equivalent
Case of 2000
10
General Maintenance
P.4.14.20.
Bags
Waste Bin Liners
39" x 58" 1.5 Mil Eco Friendlytrash liners
IC@se of 100
1222
01203.0006/302166.6
-33- B-35
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. Section 1.5 titled "Familiarity with Work" is amended to read as follows:
(a) By executing this Agreement, Contractor warrants that Contractor (i) has
thoroughly investigated and considered the scope of work to be performed, (ii) has carefully
considered how the services should be performed, and (iii) fully understands the facilities,
difficulties and restrictions attending performance of the services under this Agreement. If the
services involve work upon any site, Contractor warrants that Contractor has or will investigate
the site and is or will be fully acquainted with the conditions there existing, prior to
commencement of services hereunder.
(b) Contractor shall promptly, and before the following conditions are disturbed,
notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as
defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or
III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions,
materially different from those indicated; or (iii) unknown physical conditions at the site of any
unusual nature, different from those ordinarily encountered and generally recognized as inherent
in work of the character provided for in this Agreement, and will materially affect the
performance of the services hereunder. 11
(c) City shall promptly investigate the conditions, and if it finds that the conditions
do materially differ, or do involve hazardous waste, and cause a decrease or increase in
Contractor's cost of, or the time required for, performance of any part of the work, shall issue a
change order per Section 1.10 of this Agreement.
(d) In the event that a dispute arises between City and Contractor whether the
conditions materially differ, or involve hazardous waste, or cause a decrease or increase in
Contractor's cost of, or time required for, performance of any part of the work, Contractor shall
not be excused from any scheduled completion date set, but shall proceed with all work to be
performed under the Agreement. Contractor shall retain any and all rights provided either by
contract or by law, which pertain to the resolution of disputes and protests between the
contracting parties.
(e) City will compensate Contractor to the extent required by Government Code
Section 4215 by issuing a change order per Section 1.8 of this Agreement.
Il. Section 1.8 titled "Additional Services" is replaced with Section 1.8 titled
"Additional Work and Change Orders" to read as follows:
(a) City shall have the right at any time during the performance of the services,
without invalidating this Agreement, to order extra work beyond that specified in the Scope of
Work or make changes by altering, adding to or deducting from said work. No such extra work
01203.0006/302166.6
-34- B_36
may be undertaken unless a written change order is first given by the Contract Officer to the
Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to
perform this Agreement, which said adjustments are subject to the written approval of the
Contractor ("Change Order"). All Change Orders must be signed by the Contractor and Contract
Officer prior to commencing the extra work thereunder.
(b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or
$25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty
(180) days; and does not materially affect the Work and which are not detrimental to the Work or
to the interest of the City, may be approved by the Contract Officer. Any greater increases, taken
either separately or cumulatively, must be approved by the City Council.
(c) Any adjustment in the Contract Sum for a Change Order must be in accordance
with the rates set forth in the Schedule of Compensation in Exhibit "C". If the rates in the
Schedule of Compensation do not cover the type of work in the Change Order, the cost of such
work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract
Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work
of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: the cost of labor shall be the actual cost for wages of workers and
subcontractors performing the work for the Change Order at the time such work is done. The use
of labor classifications that would increase the cost of such work shall not be permitted.
(ii) Materials and Equipment: the cost of materials and equipment shall be at
cost to Contractor or lowest current price which such materials and equipment are reasonably
available at the time the work is done, whichever is lower.
(iii) If the cost of the extra work cannot be agreed upon, the Contractor must
provide a daily report that includes invoices for labor, materials and equipment costs for the work
under the Change Order. The daily report must include: list of names of workers, classifications,
and hours worked; description and list of quantities of materials used; type of equipment, size,
identification number, and hours of operation, including loading and transportation, if applicable;
description of other City authorized services and expenditures in such detail as the City may
require. Failure to submit a daily report by the close of the next working day may, at the City's
sole and absolute discretion, waive the Contractor's rights for that day.
(d) It is expressly understood by Contractor that the provisions of this Section 1.8
shall not apply to services specifically set forth in the Scope of Work. Contractor hereby
acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of
Work may be more costly or time consuming than Contractor anticipates and that Contractor
shall not be entitled to additional compensation therefor. City may in its sole and absolute
discretion have similar work done by other contractors.
(e) No claim for an increase in the Contract Sum or time for performance shall be
valid unless the procedures established in this Section are followed.
01203.0006/302166.6
-35- B_37
III. Section 1.10 titled "Compliance with California Labor Law" is added in its entirety
to read as follows:
(a) Public Work. The Parties acknowledge that the work to be performed under this
Agreement is a "public work" as defined in Labor Code Section 1720 and that this Agreement is
therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section
1720) of the California Labor Code relating to public works contracts and the rules and
regulations established by the Department of Industrial Relations ("DIR") implementing such
statutes. The work performed under this Agreement is subject to compliance monitoring and
enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by
Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate
of per diem wages are on file at City Hall and will be made available to any interested party on
request. By initiating any work under this Agreement, Contractor acknowledges receipt of a
copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per
diem wages, and Contractor shall post a copy of the same at each job site where work is
performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be
bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of
prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Contractor or by any subcontractor.
(d) Payroll Records. Contractor shall comply with and be bound by the provisions of
Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate
payroll records and verify such records in writing under penalty of perjury, as specified in
Section 1776; certify and make such payroll records available for inspection as provided by
Section 1776; and inform the City of the location of the records.
(e) Apprentices. Contractor shall comply with and be bound by the provisions of
Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Contractor shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of
its subcontractors shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
01203.0006/302166.6
-36- B_38
(f) Eight -Hour Work Day. Contractor acknowledges that eight (8) hours labor
constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section
1810.
(g) Penalties for Excess Hours. Contractor shall comply with and be bound by the
provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours.
The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker
employed in the performance of this Agreement by the Contractor or by any subcontractor for
each calendar day during which such worker is required or permitted to work more than eight (8)
hours in any one calendar day and forty (40) hours in any one calendar week in violation of the
provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code
section 1815, work performed by employees of Contractor in excess of eight (8) hours per day,
and forty (40) hours during any one week shall be permitted upon public work upon
compensation for all hours worked in excess of 8 hours per day at not less than one and one-half
(1 %) times the basic rate of pay.
(h) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide
that every employer will be required to secure the payment of compensation to its employees if it
has employees. In accordance with the provisions of California Labor Code Section 1861,
Contractor certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract."
Contractor's Authorized Initials
(i) Contractor's Responsibility for Subcontractors. For every
subcontractor who will perform work under this Agreement, Contractor shall be responsible for
such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section
1720) of the California Labor Code, and shall make such compliance a requirement in any
contract with any subcontractor for work under this Agreement. Contractor shall be required to
take all actions necessary to enforce such contractual provisions and ensure subcontractor's
compliance, including without limitation, conducting a review of the certified payroll records of
the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor
to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
IV. The first paragraph of Section 2.4, Invoices, is hereby amended to read as follows
(new text is identified in underline, deleted text is identified by strike through):
Each month Consultant shall furnish to City an original invoice for all work performed
and expenses incurred during the preceding month in a form approved by City's Director of
01203.0006/302166.6
-37- B-39
Finance and/or Director of Public Works. By submitting an invoice for payment under this
Agreement, Consultant is certifying compliance with all provisions of the Agreement. The
invoice shall detail charges for all necessary and actual expenses by the following categories:
labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts.
Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice
City for any duplicate services performed by more than one person.
V. Section 4.4, Independent Consultant, is hereby amended to read as follows (new text
is identified in underline, deleted text is identified by strike through):
Neither the City nor any of its employees shall have any control over the manner, mode or
means by which Consultant, its agents or employees, perform the services required herein, except
as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or
control of Consultant's employees, servants, representatives or agents, or in fixing their number,
compensation or hours of service, except as otherwise set forth herein. Consultant shall perform
all services required herein as an independent contractor of City and shall remain at all times as
to City a wholly independent contractor with only such obligations as are consistent with that
role. Consultant shall not at any time or in any manner represent that it or any of its agents or
employees are agents or employees of City. City shall not in any way or for any purpose become
or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a
member of any joint enterprise with Consultant.
VI.
followi
Section 5.5 titled "Performance and Payment Bonds" is added to read as follows:
(a) A performance bond in the amount of the Contract Sum of this Agreement, in the
form provided by the City Clerk, which secures the faithful performance of this Agreement.
(b) A payment bond in the amount of the Contract Sum of this Agreement, in the
form provided by the City Clerk, which secures the payment of all persons furnishinglabor
abor
and/or materials in connection -with the work under this Agreement.
Both the performance and payment bonds required under this Section 5.5 shall contain the
original notarized signature of an authorized officer of the surety and affixed thereto shall be a
certified and current copy of his power of attorney. The bond shall be unconditional and remain
in force during the entire term of the Agreement and shall be null and void only if the Contractor
promptly and faithfully performs all terms and conditions of this Agreement and pays all labor
and materials for work and services under this Agreement.
VII. Section 5.6 titled "Release of Securities" is added to read as follows:
City shall release the Performance and Payment Bonds when the following have
occurred:
01203.0006/302166.6
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(a) Contractor has made a written request for release and provided evidence of
satisfaction of all other requirements under Article 5 of this Agreement;
(b) the Work has been accepted; and
(c) after passage of the time within which lien claims are required to be made
pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Payment
Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise
as required by applicable law.
VIII. Section 7.10 titled "Liquidated Damages" is replaced in its entirety as follows:
Complaints can be generated by third parties or directly by City inspection. The Contract
Officer may issue an oral warning, or if warnings are not effective, the Contractor Officer may
issue a Corrective Action Request (CAR) to the Contractor. In addition to issuing the CAR, the
Contract Officer may assess liquidated damages against Contractor. CARs shall be classified in
the following categories:
(a) Level I: A minor non -systemic non-compliance with the Agreement.
Level I CARs can typically be corrected on the spot or within 24 hours. Failure of the Contractor
to resolve Level I CARs within 24 hours of notification, unless otherwise specified by the
Contract Officer, may result in an escalation to Level II status.
(b) Level II: A serious systemic non-compliance with the Agreement or a
repeated non-compliance with the Agreement. Level II CARs shall result in liquidated damages
in the amount of $125 per day the Contractor does not comply with the Agreement. Failure of
the Contractor to resolve Level II CARs within two (2) days of notification, or such period as the
Contract Officer shall prescribe, may result in an escalation to Level III status.
(c) Level III: A major systemic non-compliance with the Agreement or a
repeated non-compliance which has previously been identified as a Level H CAR. Level III
CARs shall result in liquidated damages in the amount of $250 per day the Contractor does not
comply with the Agreement. Failure of the Contractor to resolve Level III CARs within two (2)
days of notification, or such period as the Contract Officer shall prescribe, shall result in an
escalation to Cure Notice status.
(d) Cure Notice: An egregious systemic non-compliance with the Agreement
or a repeated non-compliance which has previously been identified as a Level III CAR. Cure
Notices shall result in liquidated damages in the amount of $500 per day the Contractor does not
comply with the Agreement. Cure Notices require the complete and immediate attention of the
Contractor. Failure of the Contractor to resolve the Cure Notice within fifteen (15) days of
notification, or such period as the Contract Officer shall prescribe, may result in suspension or
termination of the contract.
01203.0006/302166.6
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(e) Nothing herein shall be construed as limiting City's right to terminate the
Agreement for default by Contractor or otherwise limit the City's enforcement rights or remedies
the Agreement. Furthermore, nothing herein shall be construed as requiring City to impose
liquidated damages prior to terminating or taking other action
01203.0006/302166.6
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
A. Labor:
ITEM
DESCRIPTION,
ESTIMATED
COST
ANNUAL
3 YEAR
NO.
UNIT
ANNUAL
PER
COST
BASE TERM
QUANTITY
HOUR
COST
BID CATEGORY 1: LABOR COST
XX
XX
XX
Service Request
2080 HRS
$22.50
$46,800
$140,400
1.
Technician, One FTE
Lead Landscape
2080 HRS
$32.00
$66,560
$199,680
2.
Technician, One FTE
Senior Landscaper,
2080 HRS
$24.50
$50,960
$152,880
3.
One FTE
Irrigation Technician,
2080 HRS 0$33.00
$68,640
$205,920
4.
One FTE
Landscape Laborer,
8320 HRS
$19.50
$162,240
$486,720
5.
Four FTEs
Lead Maintenance
2080 HRS
$24.50
$50,960
$152,880
6.
Worker, One FTE
Senior Maintenance
2080 HRS
$22.50
$46,800
$140,400
7.
Worker, One FTE
Maintenance Laborer,
4160 HRS
$19.50
$81,120
$243,360
8.
Two FTEs
Litter Laborer, Three
6240 HRS
$19.50
$12100
$365,040
9.
FTEs
SUB TO AL BID ; ATEGORY 1:
ANNUAL LABOR COST (add items 1-
XX
$695,760
XX
9)
SUB TOTAL BID CATEGORY 1: 3
YEAR BASE TERM LABOR COST
XX
XX
$2,087,280
(add items 1-9)
01203.0006/302166.6
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B. Vehicles and Equipment:
Description
A&
Monthly
Cost
Annual
Cost
3 Year Base
Term Cost
SUB TOTAL BID CATEGORY 2 —
$16,036.61
$192,440
XX
ANNUAL VEHICLES AND EQUIPMENT
2.
Lead Landscape Technician Overtime
$48.00
SUB TOTAL BID CATEGORY 2 — 3
$4,905.50
XX
XX
YEAR BASE TERM VEHICLES AND
XX
XX
$577,320
EQUIPMENT
6.
Lead Maintenance Worker Overtime
$36.75
C. Contractor Provided Materials:
Description
Monthly
Annual
3 Year Base
0 a
Cost
Cost
Term Cost
SUB TOTAL BID CATEGORY 3 —
2.
Lead Landscape Technician Overtime
$48.00
MONTHLY CONTRACTOR PROVIDED
$4,905.50
XX
XX
MATERIAL COSTS
$49.50
5.
Landscape Laborer Overtime
SUB TOTAL BID CATEGORY 3 —
6.
Lead Maintenance Worker Overtime
$36.75
ANNUAL CONTRACTOR PROVIDED
XX
$58,866
XX
MATERIAL COSTS
$29.25
9.
Litter Laborer Overtime
SUB TOTAL BID CATEGORY 3 — 3
BID CATEGORY 4 — ANNUAL NOT -TO -EXCEED TOTAL COST $25,000
BID CATEGORY 4 — 3 YEAR NOT -TO -EXCEED TOTAL COST $75,000
YEAR BASE TERM CONTRACTOR
XX
XX
$176,598
PROVIDED MATERIAL COSTS
D. On-call services not covered in Section A:
Item No.
Description
Cost Per Hour
BID CATEGORY 4 BID ALTERNATES
XX
1.
Service Request Technician Overtime
$33.75
2.
Lead Landscape Technician Overtime
$48.00
3.
Senior Landscaper Overtime
$36.75
4.
Irrigation Technician Overtime
$49.50
5.
Landscape Laborer Overtime
$29.25
6.
Lead Maintenance Worker Overtime
$36.75
7.
Senior Maintenance Worker Overtime
$33.75
8.
Maintenance Laborer Overtime
$29.25
9.
Litter Laborer Overtime
$29.25
BID CATEGORY 4 — ANNUAL NOT -TO -EXCEED TOTAL COST $25,000
BID CATEGORY 4 — 3 YEAR NOT -TO -EXCEED TOTAL COST $75,000
E. Lease of City Property: /year for lease and /year for
utilities.
01203.0006/302166.6
-42- B-44
II. Retention: NOT USED.
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.8.
IV. The City will compensate Stay Green, Inc. for the Services performed upon
submission of a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, contractor's employee
name who performed the work, the number of hours worked, applicable City account
charge codes, the hourly rate, and supporting documentation to include copies of City
verified timesheets.
B. Line items for all equipment shall be proratedthly based on total annual cost
(annual cost / 12 = monthly rate). OF
C. Line items for all materials shall be prorated rnonthly based on total annual cost
(annual cost / 12 = monthly rate).
D. Line items for all approved on-call services for all personnel describing the work
performed, contractor's employee name who performed the work, the number of
hours worked, applicable City account charge codes, the hourly rate, and supporting
documentation to include copies of City verified timesheets and a copy of written on-
call services author] zati on(s) from Contracting Officer, or his designee.
V. The total compensation for the Services for Fiscal Years 2016-2017 through 2018-
2019 shall not exceed $ 3,224,909.52, as provided in Section 2.1 of this Agreement,
and the annual amount shall not exceed $ 1,074,969.84.
VI. Stay Green, Inc. billing rates for all personnel are detailed in Exhibit C, Section I, A
and D.
01203.0006/302166.6
-43- B-45
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Unless earlier terminated in accordance with Article 7 of this Agreement, the term
of this Agreement shall be February 1, 2017, to January 31, 2020. The term of this
Agreement may be extended up to three years, by exercising up to three one-year
options, based on Contractor performance and mutual consent.
II. Stay Green, Inc. shall perform all work timely in accordance with the following
schedule:
A. Scheduled maintenance services shall be performed in accordance with the
frequencies specified in Annex `B" of the Performance Work Statement, according to a schedule
approved in writing by the Contracting Officer.
B. Additionally and as directed by work order, unscheduled services shall be
performed in accordance with Annex "C" of the Performance Work Statement, and attached
hereto as Exhibit D-1.
III. Contractor shall deliver status reports in accordance with Exhibit A, sections I1
and III of this Agreement, as scheduled in the Performance Work Statement.
IV. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01203.0020/321203.3
-44- B_46
EXHIBIT "D -l"
ANNEX c
DPW Service Request/Work Order Criteria
Service Requests and Work Orders are divided into several groups depending on work dassification. The
following list defines the work classification groups:
• Service Request— Requests for work from internal or external customers which is not scheduled.
This type of work is generally reported by phone, email, web request or in person.
• Preventive Maintenance — Recurring scheduled work which is performed on a set cycle to
prevent damage to equipment, assets and infrastructure- Examples would include: servicing a
piece of equipment at a certain hour, time or mile interval-
• Scheduled Work — Work which is scheduled in advance for the convenience of the public or
internal custorn a rs- Examples would include: mowing of a certain parte on a fixed day each week
or pai nting an office when the occupant is off duty-
• Unscheduled Work Order —Work which is reported through the Service Request process or is
self -identified by field technicians or City Maintenance personnel. Unscheduled work is
prioritized as Emergency, Urgent, Routine or Command Directed. :Examples would include:
Sewer overflown, downed trees or limbs, burnt out light bulbs or any oth er type of problem which
needs to be repaired in a timely manner-
• Project Work Order — Work which will involve rricre than 4.8 man hours or cost more than
$5000.00 in materials to complete. This work is not subject to the work prioritization
classification, but niay have a set date for completion Examples would include: painting an
entire building, rebuilding a damaged bus stop, replacing a major piece of equipment or any
other work which bythe nature of its scope cannot be ctasrified as a work order -
Unscheduled Work Orders are prioritized accordi ngto the following classification definitions:
• Emergency- Emergency work takes pricrin- over all other work and requires immediate action,
including overtime or diverting craftsmen from other jobs, if necessary, to mitigatethe
emergency. Usually, work will be classified as emergency when it consists of correcting
failures/problems, which constitute an immediate danger to life, health, security or critical
infrastructure- Normal resocnse to emergency work is within 1 hour during normal business
hours and 2 hours after normal business hours- Lance started, work will continue until
completed or until temporary repairs which al Ieviate the immediate danger are completed.
Every effort will he ma de to complete repairs within 24 hours.
• Urgent - Urgent work is required to correct a condition, which could become an emergency if
left uncorrected or poses a significant inoanvenience to customers- Normal Response to urgent
work is within 24 hours- Every effort will be made to complete repairs within 72 hours-
• Routine - Routine work does not meet the criteria of emergency or urgent This category covers
required work which, if notaccompiished, would only continueto be a n inconvenientor unsightly
condition. Work in this category wil I normally be accomplished on a first-come first-served basis.
Every effort will be made to respond to routine work within 3 business days and complete routine
we rk within calendar 14 days -
01203.0020/321203.3
-45- B_47
EXHIBIT "E"
LEASE AGREEMENT
01203.0020/321203.3
-46- B_48
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, California 90275
Attention: City Clerk
[SPACE ABOVE FOR RECORDER'S USE ONLY]
Exempt from filing/recording fees per Govt. Code §27383
LEASE AGREEMENT
This Lease Agreement ('Lease") is made and entered into this day of
, 2017 ("Lease Commencement Date"), by and between the CITY OF
RANCHO PALOS VERDES, a municipal corporation ("Landlord"), and the STAY
GREEN, INC., a California corporation ("Tenant").
RECITALS:
A. Landlord owns that real property located at 30940 Hawthorne Blvd
located in the City of Rancho Palos Verdes ("City"), State of California (comprised of
APN No. 7573-002-913 & 7573-002-908) improved with certain buildings including the
city hall and related government facilities ("City Buildings") and a parking lot ("Parking
Lot") all as legally described on attached Exhibit A ("Property").
B. Tenant and Landlord have executed that certain Contract Services
Agreement dated concurrently with this Lease whereby Tenant is obligated to provide
general maintenance services and trash, debris and litter removal for public properties
owned and operated by Landlord ("Services Agreement").
C. Other portions of the Property are leased by Landlord to other tenants
("Adjoining Tenants").
D. Landlord is willing to allow Tenant to rent a portion of the Property to be
used by Tenant for performance of the Services Agreement pursuant to the terms and
conditions set forth in this Lease.
NOW, THEREFORE, the parties agree as follows:
1.0 LEASE SUMMARY. Certain fundamental lease provisions are
presented in this Section and represent the agreement of the parties hereto, subject to
further definition and elaboration in the respective referenced Sections and elsewhere
in this Lease. In the event of any conflict between any fundamental lease provision and
the balance of this Lease, the latter shall control. References to specific Sections are
for convenience only and designate some of the sections where references to the
particular fundamental lease provisions may appear.
01203.0020/321203.3
-47- B-49
1.1 Leased Premises. For purposes of this Lease, "Leased
Premises" means (i) the exclusive use of the portion of the Property (together with the
existing open shed and other existing improvements located thereon) as depicted on
attached Exhibit B ("Exclusive Use Area"), together with (ii) the non-exclusive right to
use the access road across the Property to reach the Exclusive Use Area. Tenant shall
not have the right to use any other portion of the Property including, but not limited to,
the parking lot adjacent to the City Hall.
1.2 Lease Commencement Date. This Lease shall commence on the
Lease Commencement Date identified on Page 1.
1.3 Term. The term ("Term") shall commence on the Lease
Commencement Date and continue for three (3) years ("Termination Date") subject to
extensions as provided in Section 2.1(b).
1.4 Base Rent. The base rent for the Initial Term (as defined in
Section 2.1(a)) shall be Eighty Thousand, Two Hundred Sixty Five Dollars ($80,265) per
annum payable in equal monthly installments of Six Thousand, Six Hundred Eighty
Eight Dollars and Seventy Five Cents ($6,688.75) ("Base Rent"). (See Section 3.1).
1.5 Use of Leased Premises. Tenant may use the Leased Premises
for parking and storing its vehicles and equipment and other uses solely required for
Tenant's rendering the services under the Service Agreement and no other purpose
without the prior written consent of Landlord in Landlord's sole and absolute discretion.
1.6 Tenant's Address for Notices.
Attn :
1.7 Security Deposit. None.
2.1 Term.
(a) Initial Term. The term of this Lease shall commence on the
Lease Commencement Date (as defined in Section 1.2) and shall continue for the
period of time Specified in Section 1.3.
(b) Options to Extend. Tenant has three (3) consecutive one
(1) year options to extend the Lease ("Option to Extend") subject to all of the
provisions of this Lease, including, but not limited to, the adjustments in Base Rent as
set forth below. Tenant may only exercise an Option to Extend provided that Tenant (i)
is not in Breach at either the time of the exercise or the end of the existing Term; and
01203.0020/321203.3
-48- B-50
(ii) the Service Agreement has been extended for the same time period in accordance
with its terms. Each Option to Extend must be unconditionally exercised by Tenant
providing written notice to Landlord not more than six (6) months nor less than one (1)
months prior to the end of the then existing Term ("Option Exercise Notice"). Failure to
timely exercise an Option to Extend in accordance with the foregoing shall automatically
terminate the Option to Extend and all successive Options. Notwithstanding the Option
Exercise Notice has been delivered by Tenant, if the parties do not extend the Services
Agreement in accordance with its terms, the exercise of the option shall be deemed
void. Upon the request of either party, both parties shall promptly execute and deliver
an "Extension of Lease Agreement" pursuant to which the Tenant extends the Lease for
the term of the Option Period upon all of its same terms and conditions except Base
Rent which shall be adjusted in accordance with Section 3.1(b).
2.2 Termination of Services Agreement. This Lease shall
immediately terminate concurrently with termination of the Services Agreement for any
reason. However, if the Services Agreement is terminated due to Tenant's default or
breach of the Services Agreement, then Tenant shall be deemed that Tenant is in
default of this Lease and Landlord shall have the right to all remedies provided in
Section 10.2. Upon termination of this Lease, Tenant shall have thirty (30) days to
remove any personal property from the Property.
2.3 Lease Year. For purposes of this Lease, the term "Lease Year"
shall mean each consecutive twelve (12) month period during the Lease Term;
provided, however, that (i) the first Lease Year shall commence on the Lease
Commencement Date including any partial month in which it occurs and end on the last
day of the twelfth (12th) month thereafter; (ii) the second and each succeeding Lease
Year shall commence on the first day of the next calendar month. and (iii) the last
Lease Year shall end at the Termination Date (as defined in Section 1.3).
2.4 Holding Over. Any holding over after the expiration of the Term,
with or without the consent of Landlord, express or implied, shall be construed to be a
tenancy from month to month, cancellable upon thirty (30) days written notice with Base
Rent equal to one hundred fifty percent (150%) of the last Base Rent payable under this
Lease.
3.0 RENT.
3.1 Base Rent.
(a) Base Rent for Initial Term. For each Lease Year, Tenant
shall pay to Landlord the sum specified in Section 1.4 as annual rental, which sum shall
be paid in equal monthly installments as specified in Section 1.4 with each monthly
payment made in advance on the first (1S) day of each month ("Base Rent"). If the
Lease Commencement Date occurs other than on the first day of a month, the
applicable monthly Base Rent for that month shall be prorated and paid to Landlord
concurrently with the Lease Commencement Date.
01203.0020/321203.3
-49- B-51
(b) Base Rent for Option to Extend. If an Option to Extend is
exercised as set forth in Section 2.2 above, at the commencement of the extended
Term, the Base Rent for that Lease Year shall be equal to the then existing Base Rent
being paid by Tenant at the end of the existing Term.
3.2 Additional Rental. All monetary obligations of Tenant under this
Lease, including, but not limited to, insurance premiums, property taxes, late charges,
and utility costs, shall be additional rental and deemed "Rent" for purposes of this
Lease.
3.3 Miscellaneous Requirements. All rental to be paid by Tenant to
Landlord shall be in lawful money of the United States of America and shall be paid
without deduction or offset, prior notice or demand.
3.4 Real Property Taxes. To the extent that any ad valorem tax is
imposed, or sought to be imposed, on the Leased Premises (either in the form of a
possessory interest tax or otherwise), Tenant shall pay, at the election of Landlord,
either directly to the taxing authority or to Landlord, annual real estate taxes and
assessments levied upon the Leased Premises (including any possessory interest
taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in
substitution for, or in addition to, existing real property taxes. Such amount shall be paid
on the date that is twenty (20) days prior to the delinquent date or, if Landlord receives
the tax bill, ten (10) days after receipt of a copy of the tax bill from Landlord, whichever
is later. Upon termination of this Lease, Tenant shall immediately pay to Landlord any
final amount of Tenant's share of such taxes and assessments as determined by
Landlord.
3.5 Personal Property Taxes. During the Term, to the extent that any
personal property tax is assessed against and levied upon fixtures, furnishings,
automobiles, equipment and all other personal property of Tenant contained in the
Leased Premises, Tenant shall pay prior to delinquency all such taxes, and when
possible Tenant shall cause said fixtures, furnishings, equipment and other personal
property to be assessed and billed separately from the Leased Premises.
3.6 Reimbursement for Electrical Charges. During the Term,
Tenant shall reimburse Landlord for a reasonable allocation of electrical charges to
Tenant's usage within ten (10) days of receipt of a summary statement from Landlord.
4.0 LEASED PREMISES; UTILITIES; USE.
4.1 Leased Premises. Landlord leases to Tenant and Tenant hires
from Landlord, the Leased Premises only for the use authorized in Section 1.5 and for
no other use. During Landlord's business hours, Tenant's employees shall have
access to restrooms located in the City Buildings which are open to the general public.
Tenant covenants, as a material part of the consideration for this Lease, to keep and
perform each and every provision of this Lease in compliance with all applicable laws
and ordinances. Tenant accepts the Leased Premises in AS -IS condition without
01203.0020/321203.3
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representation or warranty of any kind. Tenant shall be solely responsible for security at
the Leased Premises.
Pursuant to California Civil Code Section 1938, Tenant is advised that the
Leased Premises has not undergone inspection by a Certified Access Specialist
(CASp), and, therefore, the City is not aware if the Leased Premises complies with the
applicable construction -related accessibility standards pursuant to Civil Code Section
55.53.
4.2 Utilities. Tenant acknowledges that the Leased Premises does
not have access to any utilities except electricity.
4.3 Signs. Tenant shall not install any signs on the Leased Premises
without the prior written consent of Landlord. Any signage permitted by Landlord must
comply with applicable laws and ordinances.
4.4 Disposal of Solvents, Waste and Trash. At Tenant's sole cost
and expense, Tenant shall properly and promptly dispose of any solvents, waste or
other materials used by Tenant in accordance with all applicable laws. Tenant may not
permit any trash or other waste to accumulate or be stored on the Leased Premises.
4.5 Prohibited Uses. Tenant shall not sell or permit to be kept, used,
displayed or sold in or about the Leased Premises (a) pornographic or sexually explicit
books, magazines, literature, films or other printed material, sexual paraphernalia, or
other material which would be considered lewd, obscene or licentious: (b) any article
which may be prohibited by standard forms of fire insurance policies; (c) any controlled
substances, narcotics, or the paraphernalia related to the same; or (d) alcoholic
beverages unless expressly permitted by Landlord, in writing and in advance of the
storage or consumption of the same. Tenant shall not do or permit anything to be done
in or about the Leased Premises which will in any way obstruct or interfere with the
rights of other parties, Adjoining Tenants, or Landlord's use of the City Buildings or
injure or annoy them or use or allow or permit the Leased Premises to be used for any
improper, immoral, unlawful, or objectionable purpose. Tenant shall not cause, maintain
or permit any nuisance in or about the Leased Premises, or commit or suffer to be
committed any waste upon the Leased Premises. Tenant may repair its vehicles on the
Leased Premises provided Tenant does not permit any fluids including, oil, gasoline,
etc. to contaminate the land and properly disposes of any such fluids in accordance
with applicable laws. Tenant shall not permit any employee or contractor to remain
overnight on the Leased Premises.
4.6 Compliance with Laws. Tenant shall, at its sole cost and
expense, comply with all of the requirements of all municipal, state and federal
authorities now in force or which may hereafter be in force pertaining to the use of the
Leased Premises, and shall faithfully comply with all municipal ordinances, including,
but not limited to, the General Plan and zoning ordinances, state and federal statutes,
or other governmental regulations now in force or which shall hereinafter be in force.
The judgment of any court of competent jurisdiction, or the admission of Tenant in any
01203.0020/321203.3
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action or proceeding against Tenant, whether Landlord is a party thereto or not, that
Tenant has violated any such order or statute in said use, shall be conclusive of that
fact as between Landlord and Tenant. Tenant shall not engage in any activity on or
about the Leased Premises that violates any Environmental Law, and shall promptly, at
Tenant's sole cost and expense, take all investigatory and/or remedial action required
or ordered by any governmental agency or Environmental Law for clean-up and
removal of any contamination involving any Hazardous Material created or caused
directly or indirectly by Tenant. The term "Environmental Law" shall mean any federal,
state or local law, statute, ordinance or regulation pertaining to health, industrial
hygiene or the environmental conditions on, under or about the Leased Premises,
including, without limitation, (i) the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. Sections 9601 et seq.;
(ii) the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Sections
6901 et seq.; (iii) California Health and Safety Code Sections 25100 et seq.; (iv) the
Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety
Code Section 25249.5 et seq.; (v) California Health and Safety Code Section 25359.7;
(vi) California Health and Safety Code Section 25915; (vii) the Federal Water Pollution
Control Act, 33 U.S.C. Sections 1317 et seq.; (viii) California Water Code Section 1300
et seg.; and (ix) California Civil Code Section 3479 et seq., as such laws are amended
and the regulations and administrative codes applicable thereto. The term "Hazardous
Material" includes, without limitation, any material or substance which is (i) defined or
listed as a "hazardous waste", "extremely hazardous waste", "restrictive hazardous
waste" or "hazardous substance" or considered a waste, condition of pollution or
nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or
fraction thereof; (iii) asbestos; and/or (iv) substances known by the State of California to
cause cancer and/or reproductive toxicity. It is the intent of the parties hereto to
construe the terms "Hazardous Materials" and "Environmental Laws" in their
broadest sense. Tenant shall provide all notices required pursuant to the Safe Drinking
Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section
25249.5 et seq. Tenant shall provide prompt written notice to Landlord of the existence
of Hazardous Substances on the Leased Premises and all notices of violation of the
Environmental Laws received by Tenant.
5.0 ALTERATIONS AND REPAIRS.
5.1 Alterations. Tenant shall not make, or suffer to be made, any
alterations to the Leased Premises which shall require the issuance of any discretionary
or ministerial permit(s), or any part thereof, without the prior written consent of Landlord.
As a condition to such approval, Landlord may require that any such alterations to the
Leased Premises be removed at termination of the Lease. Any removal of alterations
shall be completed in a good and workmanlike manner leaving the Leased Premises in
a good and safe condition at Tenant's sole cost and expense. Any damage occasioned
by removal shall be repaired at Tenant's expense so that the Leased Premises will be
surrendered in a good, clean, sanitary and safe condition. Any and all trade fixtures,
equipment, or appurtenances installed by Tenant shall conform with the requirements
01203.0020/321203.3
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of all municipal, state, federal, and governmental authorities including requirements
pertaining to the health, welfare, or safety of employees or the public.
5.2 Maintenance and Repair. During the Term, Tenant shall, at
Tenant's sole cost and expense, keep, and maintain the Leased Premises in good and
sanitary order, condition, and repair. Tenant shall also at its sole cost and expense be
responsible for any alterations or improvements to the Leased Premises permitted by
Landlord under this Lease or otherwise necessitated as a result of the requirement of
any municipal, state or federal authority. Tenant waives all right to make repairs at the
expense of Landlord, and Tenant shall obtain any required governmental permits for
any maintenance or repair work required under this Lease. Tenant waives all rights
provided for by the Civil Code of the State of California to make said repairs. Tenant
agrees on the last day of the Term or sooner termination of this Lease, to surrender the
Leased Premises in the same condition as when originally received by Tenant and in a
good, clean, sanitary and safe condition.
5.3 Free from Liens. Tenant shall keep the Leased Premises free
from any liens arising out of any work performed, material furnished, or obligation
incurred by Tenant or on behalf of Tenant. Tenant shall pay or cause to be paid any
and all such claims or demands before any action is brought to enforce same against
the Leased Premises.
5.4 No Construction Obligations. Landlord has no construction
obligations of any kind under this Lease.
6.0 INSURANCE AND INDEMNIFICATION.
6.1 Insurance Provided by Landlord. Landlord has no obligation to
Tenant to maintain any insurance on the Leased Premises. Any insurance maintained
by Landlord shall be solely for the benefit of Landlord and Tenant waives any right of
recovery from Landlord, its officers and employees, and Landlord hereby waives any
right of loss or damage (including consequential loss) resulting from any of the perils
insured against as a result of said insurance.
6.2 Insurance Provided by Tenant.
(a) Tenant to Provide Personal Property Insurance. Tenant,
at its expense, shall maintain fire and extended coverage insurance written on a per
occurrence basis on the structures, its trade fixtures, equipment, automobiles, personal
property and other materials within the Leased Premises from loss or damage to the
extent of their full replacement value.
(b) Tenant to Provide Liability Insurance. Tenant shall, at
Tenant's sole cost and expense, but for the mutual benefit of Landlord and Tenant,
maintain comprehensive general liability insurance insuring against claims for bodily
injury, death or property damage occurring in, upon or about the Leased Premises on
any area directly adjacent to the Leased Premises written on a per occurrence basis in
01203.0020/321203.3
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an amount not less than a combined single limit of ONE MILLION DOLLARS
($1,000,000) for bodily injury, death, and property damage.
(c) Tenant to Provide Workers' Compensation Insurance.
Tenant shall, at Tenant's sole cost and expense, maintain a policy of worker's
compensation insurance in an amount as will fully comply with the laws of the State of
California and which shall indemnify, insure and provide legal defense for both Tenant
and Landlord against any loss, claim or damage arising from any injuries or
occupational diseases occurring to any worker employed by or any persons retained by
Tenant in the course of conducting Tenant's business in the Leased Premises.
(d) General Provisions Applicable to Tenant's Insurance.
All of the policies of insurance required to be procured by Tenant under this Lease shall
be primary insurance and shall name Landlord, its elected or appointed officers,
employees, and agents as additional insureds. The insurers shall waive all rights of
contribution they may have against Landlord, its officers, employees and agents and
their respective insurers. All of said policies of insurance shall provide that said
insurance may not be amended or cancelled without providing thirty (30) days prior
written notice by registered mail to Landlord. Prior to the Lease Commencement Date
and at least thirty (30) days prior to the expiration of any insurance policy, Tenant shall
provide Landlord with copies of all applicable polices evidencing the required insurance
coverages written by insurance companies acceptable to Landlord, licensed to do
business in the State of California and rated A:VII or better by Best's Insurance Guide.
In the event the City Manager of Landlord, or his/her designee ("Risk Manager")
determines that (i) Tenant's activities in the Leased Premises creates an increased or
decreased risk of loss to Landlord, (ii) greater insurance coverage is required due to the
passage of time, or (iii) changes in the industry require different coverages be obtained,
Tenant agrees that the minimum limits of any insurance policy required to be obtained
by Tenant may be changed accordingly upon receipt of written notice from the Risk
Manager; provided that Tenant shall have the right to appeal a determination of
increased coverage by the Risk Manager to the City Council of Landlord within ten (10)
days of receipt of notice from the Risk Manager. Landlord and Tenant hereby waive any
rights each may have against the other on account of any loss or damage occasioned
by property damage to the Leased Premises, or Tenant's trade fixtures, equipment,
personal property or inventory arising from any risk generally covered by insurance
against the perils of fire, extended coverage, vandalism, malicious mischief, theft,
sprinkler damage, and earthquake sprinkler leakage. Each of the parties, on behalf of
their respective insurance companies insuring such property of either Landlord or
Tenant against such loss, waive any right of subrogation that it may have against the
other. The foregoing waivers of subrogation shall be operative only so long as available
in California and provided further that no policy is invalidated thereby.
6.3 Indemnification of Landlord. As material consideration to
Landlord, Tenant waives all claims against Landlord for damage to the vehicles,
equipment or other personal property, trade fixtures, leasehold improvements, goods,
wares, inventory and merchandise, in, upon or about the Leased Premises and for
01203.0020/321203.3
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injuries to persons in or about the Leased Premises, from any cause arising at any
time. Tenant agrees to indemnify Landlord, its officers, agents and employees against,
and will hold and save them and each of them harmless from, any and all actions, suits,
claims, damages to persons or property, losses, costs, penalties, obligations, errors,
omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed
by any person, firm or entity arising out of or' in connection with the negligent
performance of the work, operations or activities of Tenant, its agents, employees,
subcontractors, or invitees, provided for herein, or arising from the use of the Leased
Premises by Tenant or its employees and invitees, or arising from the failure of Tenant
to keep the Leased Premises in good condition and repair, as herein provided, or
arising from the negligent acts or omissions of Tenant, or arising from Tenant's
negligent performance of or failure to perform any term, provision covenant or condition
of this Lease, whether or not there is concurrent passive or active negligence on the
part of Landlord, its officers, agents or employees but excluding such claims or liabilities
arising from the sole negligence or willful misconduct of Landlord, its officers, agents or
employees, who are directly responsible to Landlord, and in connection therewith:
a. Tenant will defend any action or actions filed in connection with any of
said claims or liabilities and will pay all costs and expenses, including
legal costs and attorneys' fees incurred in connection therewith; and
b. Tenant will promptly pay any judgment rendered against Landlord, its
officers, agents or employees for any such claims or liabilities arising out
of or in connection with the negligent performance of or failure to perform
such work, operations or activities of Tenant hereunder; and Tenant
agrees to save and hold Landlord, its officers, agents, and employees
harmless therefrom.
In the event Landlord, its officers, agents or employees is made a party to any
action or proceeding filed or prosecuted against Tenant for such damages or other
claims arising out of or in connection with the negligent performance of or failure to
perform the work, operation or activities of Tenant, Tenant agrees to pay to Landlord,
its officers, agents or employees, any and all costs and expenses incurred by Landlord,
its officers, agents or employees in such action or proceeding, including, but not limited
to, legal costs and attorneys' fees.
l ►9•►UVA 121 ► ;►NIR OUC
7.1 Abandonment. Tenant shall not vacate or abandon the Leased
Premises at any time during the Term; and if Tenant shall abandon, vacate or surrender
the Leased Premises or be dispossessed by process of law, or otherwise, any personal
property belonging to Tenant and left on the Leased Premises shall be deemed to be
abandoned, at the option of Landlord.
7.2 Surrender of Lease. The voluntary or other surrender of this
Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall,
at the option of Landlord, terminate all or any existing authorized subleases or
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subtenancies, or may, at the option of Landlord, operate as an assignment to it of any
or all of such subleases or subtenancies.
8.0 DAMAGE AND DESTRUCTION. In the event of the total or partial
destruction of the Leased Premises, the Term, and unless the cause for such total
destruction is the result of the of the sole gross negligence or willful misconduct of
Landlord, its City Council, Boards, Commissions, directors, officers, employees, or
agents, in which the Leased Premises are declared unsafe or unfit for occupancy by
any public officer or entity having jurisdiction to so declare, then this Lease shall be
terminated, and the Leased Premises shall be surrendered to Landlord.
9.0 ASSIGNMENT AND SUBLETTING. Tenant may not assign this Lease
or sublet all or any portion of the Leased Premises, without the prior written consent of
Landlord, which consent may be withheld in the reasonable discretion of Landlord and
must be made only to a permitted assignee in accordance with Section 4.5 of the
Services Agreement. For purposes of this Lease, an assignment shall be deemed to
include the transfer to any person or group of persons acting in concert of more than
twenty five percent (25%) of the present ownership and/or control of Tenant, taking all
transfers into account on a cumulative basis. Landlord shall be under no obligation to
consider a request for Landlord's consent to an assignment until Tenant shall have
submitted in writing to Landlord a request for Landlord's consent to such assignment
together with audited financial statements of Tenant. .
10.0 DEFAULT AND REMEDIES.
10.1 Default by Tenant. The occurrence of any one or more of the
following events shall constitute a default and breach of this Lease by Tenant:
a. The failure by Tenant to make any payment of Rent or any other payment
required to be made by Tenant hereunder, as and when due, where such
failure shall continue for a period of three (3) days after written notice by
Landlord to Tenant.
b. A failure by Tenant to observe or perform any of the covenants, conditions
or provisions of this Lease to be observed or performed by Tenant, where
such failure shall continue for a period of thirty (30) days after written
notice by Landlord to Tenant; provided, however, that if the nature of the
default involves such that more than thirty (30) days are reasonably
required for its cure, then Tenant shall not be deemed to be in default if
Tenant commences such cure within such thirty (30) day period and
thereafter diligently prosecutes said cure to completion.
c. Tenant's default or breach of the Services Agreement.
d. Vacation or abandonment of the Leased Premises for a period of thirty
(30) consecutive days by Tenant.
01203.0020/321203.3
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e. The making by Tenant of any general assignment or general arrangement
for the benefit of creditors, or the filing by or against Tenant of a petition
to have Tenant adjudged a bankrupt, or a petition or reorganization or
arrangement under any law relating to bankruptcy (unless, in the case of
a petition filed against Tenant, the same is dismissed within sixty (60)
days); or the appointment of a trustee or a receiver to take possession of
substantially all of Tenant's assets located in or about the Leased
Premises or of Tenant's interest in this Lease, where possession is not
restored to Tenant within thirty (30) days; or the attachment, execution or
other judicial seizure of substantially all of Tenant's assets located in or
about the Leased Premises or of Tenant's interest in this Lease, where
such seizure is not discharged in thirty (30) days.
Any repetitive failure by Tenant to perform its agreements and obligations,
though intermittently cured, may, at the sole election of Landlord, be deemed an
incurable default. Two (2) breaches of the same covenant within a sixty (60) day period,
a notice having been given pursuant to (a) or (b) above for the first breach, or three (3)
of the same or different breaches at any time during the term of this Lease for which
notices pursuant to (a) or (b) above were given for the first two (2) breaches shall, at the
election of Landlord, be conclusively deemed to be an incurable repetitive failure by
Tenant to perform its obligations.
Any notice required to be given by Landlord under this Section 10 shall be in lieu
of and not in addition to any notice required under Section 1161 of the California Code
of Civil Procedure.
10.2 Remedies. In the event of any such default or breach by Tenant,
Landlord may at any time thereafter, without further notice or demand, rectify or cure
such default, and any sums expended by Landlord for such purposes shall be paid by
Tenant to Landlord upon demand and as additional rental hereunder. In the event of
any such default or breach by Tenant, Landlord shall have the right (i) to continue the
lease in full force and effect and enforce all of its rights and remedies under this Lease,
including the right to recover the rental as it becomes due under this Lease, or (ii)
Landlord shall have the right at any time thereafter to elect to terminate the Lease and
Tenant's right to possession thereunder. Upon such termination, Landlord shall have
the right to recover from Tenant:
a. The worth at the time of award of the unpaid rental which had been
earned at the time of termination;
b. The worth at the time of award of the amount by which the unpaid rental
which would have been earned after termination until the time of award
exceeds the amount of such rental loss that Tenant proves could have been
reasonably avoided;
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C. The worth at the time of award of the amount by which the unpaid rental
for the balance of the term after the time of award exceeds the amount of
such rental loss that Tenant proves could be reasonably avoided; and
d. Any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform its obligations under the
lease or which in the ordinary course of things would be likely to result
therefrom.
The "worth at the time of award" of the amounts referred to in subparagraphs
(i) and (ii) above shall be computed by allowing interest at three percent (3%) over the
prime rate then being charged by Bank of America, N.A. but in no event greater than
the maximum rate permitted by law. The worth at the time of award of the amount
referred to in subparagraph (iii) above shall be computed by discounting such amount
at the discount rate of the Federal Reserve Bank of San Francisco at the time of award
plus one percent (1 %), but in no event greater than ten percent (10%).
As used herein "rental" or "rent" shall be the fair market rental set forth in
Section 1.8, including the other sums payable hereunder which are designated "rent",
"rental" or "additional rental" and any other sums payable hereunder on a regular
basis.
Such efforts as Landlord may make to mitigate the damages caused by Tenant's
breach of this Lease shall not constitute a waiver of Landlord's right to recover
damages against Tenant hereunder, nor shall anything herein contained affect
Landlord's right to indemnification against Tenant for any liability arising prior to the
termination of this Lease for personal injuries or property damage, and Tenant hereby
agrees to indemnify and hold Landlord harmless from any such injuries and damages,
including all attorney's fees and costs incurred by Landlord in defending any action
brought against Landlord for any recovery thereof, and in enforcing the terms and
provisions of this indemnification against Tenant.
Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an
abandonment of the Leased Premises by Tenant, shall not constitute a termination of
this Lease, or of Tenant's right of possession hereunder, unless and until Landlord
elects to do so, and until such time Landlord shall have the right to enforce all of its
rights and remedies under this Lease, including the right to recover rent, and all other
payments to be made by Tenant hereunder, as they become due. Failure of Landlord to
terminate this Lease shall not prevent Landlord from later terminating this Lease or
constitute a waiver of Landlord's right to do so, including the prosecution of any
unlawful detainer action against Tenant.
10.3 No Waiver. The waiver by Landlord of any term, covenant or
condition shall not be deemed to be a waiver of such term, covenant or condition on
any subsequent breach of the same or any other term, covenant or condition in this
Lease. Acceptance of late payment of Rent by Landlord shall not be deemed a waiver
of any preceding breach by Tenant of any term, covenant or condition of this Lease.
01203.0020/321203.3
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10.4 Landlord's Default. Landlord shall not be in default unless
Landlord fails to perform obligations required of Landlord within a reasonable time, but
in no event later than thirty (30) days after written notice by Tenant to Landlord and to
the holder of any first mortgage or deed of trust covering the Leased Premises whose
name and address shall have theretofore been furnished to Tenant in writing, specifying
wherein Landlord has failed to perform such obligation; provided, however, that if the
nature of Landlord's obligation is such that more than thirty (30) days are required for
performance then Landlord shall not be deemed in default if Landlord commences
performance within a (30) day period and thereafter diligently prosecutes the same to
completion. Tenant shall have the right to terminate this Lease as a result of Landlord's
default but not to any damages.
10.5 Sale of Leased Premises. In the event of the sale of the
Premises, Landlord shall be entirely freed and relieved of all liability under any and all of
the covenants and obligations contained in or derived from this Lease arising out of any
act, occurrence or omission occurring after the consummation of such sale. The
purchaser, at such sale or any subsequent sale of the Leased Premises, shall be
deemed, without any further agreements between the parties or their successors in
interest or between the parties and any such purchaser, to have assumed and agreed
to carry out each and all of the covenants and obligations of Landlord under this Lease.
11.0 CONDEMNATION. In the event a condemnation or a transfer in lieu
thereof results in a taking of any portion of the Leased Premises, Landlord may, or in
the event a condemnation or a transfer in lieu thereof results in a taking of twenty-five
percent (25%) or more of the Leased Premises, Tenant may, upon written notice given
within thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease.
Tenant shall not be entitled to share in any portion of the award and Tenant expressly
waives any right or claim to any part thereof. If this Lease is not terminated as above
provided, Landlord shall use a portion of the condemnation award to restore the Leased
Premises.
12.0 MISCELLANEOUS.
12.1 Entry and Inspection. Tenant shall permit Landlord and its agents
to enter into and upon the Leased Premises at all reasonable times for the purpose of
inspecting the same for compliance with applicable municipal or other laws, rule, and
regulations, for the purpose of assuring that Tenant is complying with the terms and
conditions of this Lease, for the purpose of confirming maintenance of the Leased
Premises as required by this Lease, and/or to evaluate the completion of work
requested and undertaken by Tenant (including compliance with correction notices, if
any), or for the purpose of posting notices of non -liability for alterations, additions or
repairs, or for the purpose of placing upon the Leased Premises any usual or ordinary
signs or any signs for public safety as determined by Landlord. Landlord shall be
permitted to do any of the above without any liability to Tenant for any loss of
occupation or quiet enjoyment of the Leased Premises. Tenant shall permit Landlord, at
any time within six (6) months prior to the expiration of this Lease, to place upon the
Leased Premises any usual or ordinary "For Lease" signs, and during such six (6)
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month period Landlord or his agents may, during normal operating hours, enter upon
said Leased Premises and exhibit same to prospective tenants.
12.2 Estoppel Certificate. If, as a result of a proposed sale,
assignment, or hypothecation of the Leased Premises by Landlord, or at any other time,
an estoppel certificate may be requested of Tenant. Tenant agrees, within seven (7)
days after written request, to deliver such estoppel certificate in the form reasonable
required by Landlord addressed to any existing or proposed mortgagee or purchaser,
and to Landlord, together with Tenant's current financial statements. Tenant shall be
liable for any loss or liability resulting from any incorrect information in the estoppel
certificate, and such mortgagee and purchaser shall have the right to rely on such
estoppel certificate and financial statement.
12.3 Jurisdiction and Venue. The parties hereto agree that the State
of California is the proper jurisdiction for litigation of any matters relating to this Lease,
and service mailed to either party as set forth herein shall be adequate service for such
litigation. The parties further agree that Los Angeles County, California is the proper
venue for any litigation.
12.4 Successors in Interest. All covenants shall, subject to the
provisions as to assignment, apply to and bind the heirs, successors, executors,
administrators and assigns of the parties.
12.5 Entire Agreement. This (i) Lease covers in full each and every
agreement of every kind or nature whatsoever between the parties hereto concerning
this Lease; (ii) supersedes any and all previous obligations, agreements and
understandings between the parties, oral or written; and (iii) merges all preliminary
negotiations and agreements of whatsoever kind or nature herein. Tenant
acknowledges that no representations or warranties of any kind or nature not
specifically set forth herein have been made by Landlord or its agents or
representatives.
12.6 Authority. Tenant represents that each individual executing this
Lease on behalf of Tenant is duly authorized to execute and deliver this Lease on
behalf of Tenant, in accordance with a duly adopted resolution of the Board of
Directors, and that this Lease is binding upon Tenant in accordance with its terms.
Tenant represents and warrants to Landlord that the entering into this Lease does not
violate any provisions of any other agreement to which Tenant is bound.
12.7 Relationship of Parties. The relationship of the parties is that of
Landlord and Tenant. Landlord does not in any way or for any purpose become a
partner of Tenant in the conduct of Tenant's activities, programs, services, or charitable
purposes or activities.
12.8 Nondiscrimination. Tenant herein covenants for itself, its heirs,
executors, administrators and assigns and all persons claiming under or through it, and
this Lease is made and accepted upon and subject to the condition that there shall be
01203.0020/321203.3
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no discrimination against or segregation of any person or group of persons on account
of race, sex, marital status, color, creed, national origin or ancestry, in the leasing,
subleasing, transferring, use, occupancy, tenure or enjoyment of the Leased Premises
herein leased, nor shall Tenant itself, or any person claiming under or through it,
establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees,
sublessees, subtenants or vendees in the Leased Premises.
12.9 Notices. Wherever in this Lease it shall be required or permitted
that notice and demand be given or served by either party to the other party, such
notice or demand shall be given or served in writing and shall not be deemed to have
been duly given or served unless in writing, and (i) by being personally served which
shall be deemed received as of the personal deliver; (ii) by deliver by overnight carrier
which shall be deemed received as of the delivery to the party; or (iii) by certified mail
return receipt requested, postage prepaid, addressed which shall be deemed delivered
three (3) days after deposit with the US Postal Service, to (a) Landlord, to City of
Rancho Palos Verdes, at 30940 Hawthorne Blvd, Rancho Palos Verdes, California
90275, Attn: City Manager, with a separate concurrent copy to the City Attorney at the
same address; and (b) Tenant as specified in Section 1.6. Either party may change the
address set forth herein by written notice sent as provided hereinabove.
12.10 Waiver. No delay or omission in the exercise of any right or
remedy by a non -defaulting party shall impair such right or remedy or be construed as a
waiver. A party's consent to or approval of any act by the other party requiring the
party's consent or approval shall not be deemed to waive or render unnecessary the
other party's consent to or approval of any subsequent act. Any waiver by either party
of any default must be in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Lease.
12.11 Force Majeure. If either party shall be delayed or prevented from
the performance of any act required in the Lease by reason of acts of God, strikes,
lockouts, labor troubles, inability to procure materials, restrictive governmental laws or
regulations or other cause without fault and beyond the control of the party obligated
(financial inability excepted), performance of such act shall be excused for the period of
the delay and the period for the performance of any such act shall be extended for a
period equivalent to the period of such delay, provided such party provides the other
party written notice of such event within ten (10) days of the commencement of the
delay. Nothing in this Section shall excuse Tenant from the prompt payment of the
annual rent or other charge or payment required of Tenant except as may be expressly
provided elsewhere in this Lease.
12.12 Attorney's Fees. In the event that any action or proceeding is
brought by either party to enforce any term or provision of this Lease, the prevailing
party shall recover its reasonable attorneys' fees and costs incurred with respect
thereto.
01203.0020/321203.3
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12.13 Recordation of Lease. In accordance with Government Code
Section 37393, this Lease shall be recorded in the Official Records of Los Angeles.
Upon termination of the Lease, Tenant shall execute and acknowledge any documents
reasonably requested by Landlord in order to terminate the Lease of record. This
obligation shall survive termination of this Lease for any reason.
12.14 Time. Time is of the essence of every provision of this Lease.
12.15 Exhibits Incorporated. Exhibits A & B attached to this Lease are
made a part hereof as if fully set forth herein.
IN WITNESS WHEREOF, the parties have duly executed this Lease on the day
and year first above written.
Iii►/_1►1S
STAY GREEN, INC,
a California corporation
By: _
Its:
By: _
Its:
LANDLORD:
RANCHO PALOS VERDES,
a municipal corporation
Ken Dyda, Mayor
ATTEST
Teri Takaoka, Deputy City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
In
David J. Aleshire, City Attorney
[END OF SIGNATURES]
01203.0020/321203.3
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OX: IL3 k i_
LEGAL DESCRIPTION OF PROPERTY
That certain real property in the City of Rancho Palos Verdes, County of Los Angeles,
State of California legally described as:
TRAT PORT -ION OF BLOCK H, AS SRO" ON ;41 -NP OF THE RMCHO LOS PALOS
VI ARDES, IN THE COUNTY OF LOS ANGELES. STATE OF CALIFOI4ja, ALLOTTXV
TO i?TtUk S DZXBY, GY bEC=FtEE IN PARTITION !N THE ACL'XOH "FgIY.nY, ET A.L.
V5. VEN, :ST AL.-, CASSE NO. 2373, IN TPP DZ:STRICT CCaURT OF THE .17Tri
JUDICIAL DISTRICT OF THE STATE Or CALIFORNIA, IN AND FOR THE COUNTY
OF LOS hNGELES AND ENTERED IN 9000 4 PACE 57 OF .JUDGMENTS„ IN THE
SUPERIOR COURT OF SAX0 COUNTY, DESCRIDED AS FOLLOWS:
COMMENCING AT A POINT, SAID P01VT BEING THE COUNTY OF LOS AjRGELES,
TRIANGULATION MONUMENT SAF ]'i EDRO HILLS D-7, AND HAVING STATE
COOR,DINhTES OF 14ORTR 4,019,330.05, EAST Vii, 164,227.94` SMD POINT
BEING LOCATED ON A Pormr" ar Lpkiiu "oft m or I'ALOS VERDES DR1VE,
OvERLOOKING POINT VICENTE LIGHTHOUSEP 7HENCE NORTH 53 DEGREES 31
KINUTES 58 SECONtS EAST 415..07 FEET TO 744 CENTER OF THE 1' OATa-WEST
CCN T1 RAZT OF OATTERY 240E THENCE NORTH 51 DEGREES 59 MINUTES 13
SECON13S EAST 5:5 -CO FEET: THENCE NORT11 33 DEGREES CC KINUTE:S 47
SSCONDS WEST 56.15 FEET TO THE ' aVe PC}IN"1' OF BEGINNING; THENCE NORTH
36 DEGREES 00 MINUTES 43 SECONDS EAST 19.31 FEET TO THE SECINNI#+tC OF
A TAUGENT CURVE CONCAViE SoUTHgftL , HAVItJG A RAMI: or ios.co Fe=j
THENCE EASTERLY ALONG SAID CURVE '1`HRODCH A CENTRAL ANGLE OF 60
DEGREES 58 MINUTES 07 SECONDS. A DISTANCE OF 11.1.73 FEET; THENCE
SOUT9 83 DEGREES 01 hIN U TES 10 SECONDS EAS -C 69_36 FEET: T14ENCE SOUTH
e6 DEGREES 20 HINU'IES 48 SECONDS EAST 312.34 FEET; THENCE NORTH 01
DECMtS 46 MINUTES 53 SECONDS REST 109. 94 FEET; THENCE NORTH 81
DE -GREETS 44 MINUTES 11 SECCWDS EAST 278.53 FEET; 1HENCE SOUTH 88
DEGREES 50 MINUTES 35 SECONDS EAST 60.40 FEET; THENCE sowrH 11
DEGREES S5 MINUTES 40 SECONDS EAST 57.t?3 FLET; 71:1ENCE SOUTE1 62
DEGREES 00 MINUTES 28 SECONDS EAST 226.14 !FE ET; THENCE NORTH 62
DEGREES 19 HINUTES 00 SECONDS -EAST 184. 1.- FEET TO A POINT IN THE
SOUT" RIGHT-OF-WAY LINE OF H,I WTHORNE BOULEVARD, SAID POINT WING A
TAIIGE: r CURVE CONCRVE NORTOVASTERLY RAVIVir. A RADIUS OF 550.00 FEET]
THkNCE SOUTHEASTERLY ALONG SAID CURVE, THROUC:H A CENTRAL ANGLE OF O;Z
IDEGREES 18 MINUTES 26 SECONDS, A DISTAXi_'E OF 22_15 FEET; THENCE
SOUTH 62 DEGREES 19 MINUTES 00 SECONDS WEST 79.9aj THENCB SOUTH 84
DEGRICES 31 HINUTtS 12 SECONDS ':TEST 216.25 gtE;;` T14EJRCE 24ORTH 02
DECREES 24 KIND FS 09 SECONDS gEST 55-04 FEET, THENCE 3R09TH 87
DEGREES 34 iYlt�iUTC5 50 SECONDS WEST 231.16 FEET; TNSi'+i'CE SOUTH 02
ID> GHEES .23 MINUTES 42 SECONDS EAST 719.C6 FEET; THENCE NORTH 83
PEGRP.ES 00 MINUTES 49 SECONDS WEST 166.47 FEtFT1 THEM= ':C.+RT-Ef 86
DEGREES 20 MINUTES 48 SECONDS WEST 212.:5 FEET,; THENCE NvRTH 83
DErOPMES 01 MINTJTES ID SECDNDS WEST 69-96 FEET TO A POINT E3grNd A
TANGENT CtjRvr CONCAVE SOUT13EPLY, RAVINTC A RADIUS or GS.Va FEET;
THENCE WESTEFLLy ]LOBO BAIT} CUFtWE f THROUGH A CE NTR;LL ANGLE OP +60
DEGREES 5B HINTTES Cil CECONDS, A DISTANCE OF 90_54 FEET; THENCE
SOUTH 36 DEwmrs 00 MINUTES 43 SECONDS WEST 25.074 FEET; THENCE 114ORTH
38 VE3GRZE5 UO MINUTES 47 SECOHDIS WEST 20.nO PtET TO THE TAVE POINT
OF B€GINNIVa.
01203.0020/321203.3
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IW:/;11:1W]
LEASED PREMISES
01203.0020/321203.3
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A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF )
ss.
On , 201_ before me, a notary public,
personally appeared who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct. Ahl.-
WITNESS my hand and official seal.
Notary Public
01203.0020/321203.3
'N
-65- B-67
STATE OF CALIFORNIA )
COUNTY OF )
ss.
On , 201_ before me, a notary public,
personally appeared who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
State of California that the
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