Global Road Sealing Inc - FY2021-051 RIGHT OF ENTRY AND LEASE AGREEMENT
This RIGHT OF ENTRY AND LEASE AGREEMENT ("Agreement") is dated for reference
purposes as of April 21, 2021 and is entered into by and between Global Road Sealing,
Inc., a California corporation ("Contractor") and the the City of Rancho Palos Verdes, a
public body ("City").
RECITALS
WHEREAS, the City is the fee owner of that certain real property located at 30940
Hawthorne Boulevard, Rancho Palos Verdes, CA 90275, APN 7573-002-908, and as
more particularly described on Exhibit "A," attached hereto and incorporated herein by
this reference ("City Yard"); and
WHEREAS, Contractor wishes to lease a portion of the City Yard, as indicated in
Exhibit "A" ("Lease Area"), in an "as-is" condition to store construction equipment and
materials being used on City Public Works Department projects; and
WHEREAS, City is willing to permit Contractor to enter the City Yard and to rent
the Lease Area to Contractor on a month-to-month basis.
NOW, THEREFORE, City and Contractor agree as follows:
1 . AGREEMENT.
(a) City hereby grants to Contractor a temporary Agreement to enter the
City Yard upon and subject to the terms and conditions set forth herein to store
construction equipment and materials being used on City Public Works Department
projects in the Lease Area. The rights of Contractor under this Agreement include a
nonexclusive right of Contractor over and across the City Yard, and the non-exclusive
right to store equipment in the Lease Area. Contractor shall cooperate with City and any
other party ("Other User") using or occupying the Lease Area, to establish and enforce
rules and procedures governing those portions of the Lease Area being used in common
by Contractor and any Other User.
(b) Contractor shall rent the Lease Area "as is." Contractor shall be
solely responsible for ensuring the safety and security of its equipment and materials,
including the addition of any fencing, if appropriate. City's written permission shall be
required for any fencing or closing off of all or part of the Lease Area. City must be
provided full and unrestricted access to the Lease Area.
(c) Contractor shall pay City monthly the sum of either $500 or$0.07 per
square foot of Lease Area, whichever is greater.
(d) Contractor shall keep the Site free from all liens, taxes, and
assessments resulting from or caused by Contractor's use of the City Yard or Lease Area
hereunder.
01203.0005/708260.2 1
2. TERM AND TERMINA ION.
(a) The term of this Agreement shall commence on the date that this
Agreement is fully executed and continue on a month-to-month basis until terminated by
either party.
(b) Either party may terminate this Agreement for any reason with a 30-day
written notice.
(c) Upon termination, Contractor shall remove all equipment and materials and
shall return the Lease Area to the same or better condition as they found it.
3. UTILITIES. Contractor shall pay all charges for electricity and all other utility
services, if any, used by Contractor in or about the Site during the term of this Agreement
4. INDEMNIFICATION. Contractor shall indemnify, defend, protect and hold
City and its officers, directors, agents, representatives, City Council members, and
employees harmless from and against all liens and encumbrances of any nature
whatsoever which may arise in the exercise of Contractor's rights hereunder, and from
any and all claims, causes of action, liabilities, costs and expenses (including reasonable
attorneys' fees), losses or damages arising from Contractor's use of the Lease Area under
this Agreement, any breach of this Agreement, or any act or failure to act of Contractor
or Contractor's agents, employees, contractors, or invitees in violation of this Agreement,
except those arising out of the sole negligence or willful misconduct of City, its officers,
agents, and/or employees. The foregoing indemnification shall not be deemed to include
any claims, causes of action, liabilities, costs and expenses (including reasonable
attorneys' fees), losses or damages arising from any discharge, leakage, spillage,
emission, or pollution of any type, caused by Hazardous Materials in existence or present
in, on, beneath or under the Lease Area prior to the time of Contractor's access pursuant
to this Agreement. The indemnification obligations contained in this Section shall survive
the termination of this Agreement.
5. DAMAGE OR LOSS. Contractor, as a material part of the consideration to
City, hereby assumes all risk of damage to property or injury to persons in or upon the
Site while Contractor or their respective agents, employees and/or contractors are
exercising their rights under this Agreement. Contractor hereby releases and relieves
City, and waives its entire right of recovery against City, for any loss or damage arising
out of or incident to the Contractor's activity on the Site, whether due to the negligence of
City or Contractor or their respective agents, employees and/or contractors, except loss
or damage arising out of the sole negligence or willful misconduct of City, its officers,
agents, contractors and/or employees. The release contained in this Section 6 shall
survive the termination of this Agreement.
6. ENVIRONMENTAL IMPAIRMENT.
(a) Contractor shall not use, generate, manufacture, store, transport or dispose
of, on or over the Site any flammable liquids, radioactive materials, hazardous materials,
01203.0005/708260.2 2
hazardous wastes, hazardous or toxic substances (collectively, "Hazardous Materials")
as those terms are defined under federal and state laws.
(b) Contractor must notify City as required by law in the event of any release of
Hazardous Materials that have come or will come to be located on or beneath the Site as
a result of Contractor's use and occupancy herein.
(c) Should any discharge, leakage, spillage, emission, or pollution of any type
occur upon or from the Site (collectively, "Discharge") as a result of Contractor's use and
occupancy therein, Contractor shall indemnify, hold harmless and defend City against all
liability arising from any injuries to any person and damage to property, including without
limitation, employees and property of Contractor, and all related expenses, investigators'
fees, and litigation expenses resulting in whole or in part from any such Discharge,
regardless of whether such liability, cost or expense arises during or after the Agreement
term.
(d) The remediation and indemnification obligations contained in this Section
shall survive the Termination of this Agreement.
7. SURRENDER. Upon the termination of this Agreement, Contractor shall
remove any personal property of Contractor and its respective agents, employees,
contractors, and/or invitees. The Lease Area shall be returned in the same or better
condition as when Contractor occupied it.
8. INSURANCE. Without limiting Contractor's indemnification of City, and prior
to commencement of any services under this Agreement, Contractor shall obtain, provide
and maintain at its own expense during the term of this Agreement, policies of insurance
of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance. Contractor shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG
00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general
aggregate, for bodily injury, personal injury, and property damage. The policy must
include contractual liability that has not been amended. Any endorsement restricting
standard ISO "insured contract" language will not be accepted.
(b) Automobile liability insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily
injury and property damage for all activities of the Contractor arising out of or in
connection with Services to be performed under this Agreement, including coverage for
any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000
combined single limit for each accident.
(c) Workers' compensation insurance. Contractor shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits
of at least $1,000,000).
01203.0005/708260.2 3
(d) Proof of insurance. Contractor shall provide certificates of insurance to City
as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers' compensation. Insurance certificates and endorsements must
be approved by City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
(e) Duration of coverage. Contractor shall procure and maintain for the duration
of this Agreement insurance against claims for injuries to persons or damages to property,
which may arise from or in connection with the performance of the Services hereunder by
Contractor, its agents, representatives, employees or subcontractors.
9. DEFAULT. In the event of a breach by Contractor of any of the terms of this
Agreement which is not cured within five (5) days after receipt of written notice of such
breach from City, all rights of Contractor hereunder shall cease and terminate, and in
addition to all other rights City may have at law or in equity, City may re-enter the Lease
Area and take possession therein without notice, and may remove any and all persons
therefrom, and may also cancel and terminate this Agreement; and upon any such
cancellation, all rights of Contractor to enter the City Yard, and all rights of Contractor in
and to the Lease Area, shall cease and terminate.
10. NUISANCE AND WASTE. Contractor shall not commit, suffer or permit any
nuisance or waste damage or destruction to occur in or about the City Yard or Lease Area
as a result of Contractor's activities or the activities of Contractor's respective agents,
employees, contractors and/or invitees, and Contractor shall not permit the use of the
Lease Area for any illegal or immoral purpose. When this Agreement terminates, upon
such termination, Contractor, at its sole expense, shall repair any waste, damage or
destruction resulting from Contractor's activities or the activities of Contractor's respective
agents, employees, contractors and/or invitees, and Contractor shall restore the Lease
Area to that condition existing prior to Contractor's use of the Lease Area. Should
Contractor fail to vacate the Lease Area in a clean and undamaged condition, City shall
provide written notice of any deficiencies to Contractor and shall provide Contractor a
reasonable amount of time to correct any deficiencies (which time shall not exceed 30
days). If, after providing Contractor reasonable notice and an opportunity to correct any
deficiencies, City may arrange for the correction of any deficiencies to the Lease Area,
the reasonable costs of which will be reimbursed by Contractor within 30 days of such
correction of deficiencies.
11. COVENANT AGAINST DISCRIMINATION. Contractor covenants that, by
and for itself, its heirs, executors, assigns, and all persons claiming under or through
them, there shall be no discrimination against or segregation of, any person or group of
persons on account of race, color, creed, religion, sex, marital status, national origin,
sexual orientation or ancestry in the performance of this Agreement and Contractor 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, marital
status, national origin, sexual orientation or ancestry.
01203.0005/708260.2 4
12. WAIVER. The waiver by City of any breach of Contractor hereunder, or the
failure on the part of City to enforce any right it may have hereunder, shall not constitute
a waiver of any other or subsequent, similar, or different breaches, or a waiver of City's
power to enforce such rights.
13. ASSIGNMENT. This Agreement is personal to Contractor. Contractor
agrees not to assign, sell, transfer, encumber, pledge or otherwise hypothecate any part
of the Agreement or the Site or Contractor's interest herein to any entity without the prior
written consent of City, which consent may be withheld in City's sole and absolute
discretion. Any purported assignment by Contractor of this Agreement shall be void ab
initio and a basis for immediate termination of this Agreement. In the event that City shall
provide its prior written consent to an assignment by Contractor, any such assignment
shall not relieve Contractor of its obligations under this Agreement.
14. ATTONEY'S FEES. If any party named herein brings an action to enforce
the terms herein or to declare its rights hereunder, the prevailing party in any such action,
on trial and appeal, shall be entitled to recover its costs and reasonable attorneys' fees
including those of in-house counsel.
15. NOTICE. All notices, consents, requests, demands, approvals, waivers,
and other communications desired or required to be given hereunder (collectively,
"notices") shall be in writing and signed by the party so giving the notice, and shall be
effectively given or served: (i) on the date of personal service upon the person to whom
it is directed; (ii) on the date the notice is received or rejected provided it is sent U.S. first
class registered or certified mail, postage prepaid, return receipt requested; or (iii) on the
date the notice is delivered by a nationally recognized courier service to the address of
the person to whom it is directed provided it is sent postage prepaid to the address of the
person to whom it is directed. The addresses of the parties are:
If to the City:
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Phone: 310-544-5200
Attn: Ramzi Awwad, Public Works Director
Email: rawwad@rpvca.gov
If to Contractor:
Global Road Sealing, Inc.
10832 Dorothy Avenue
Garden Grove, California 92843
Attn: Tri La
Phone: (714) 715-8992
Email: tri@globalroadsealing.com
01203.0005/708260.2 5
Either party may, from time to time, change its address by giving written
notice therein in the manner outlined above.
16. GOVERNING LAW. This Agreement shall be interpreted, enforced and
governed by the laws of the State of California.
17. AMENDMENTS. No provisions of this Agreement may be amended or
modified except by an agreement in writing executed by both parties hereto.
18. SEVERABILITY. In the event that any one or more of the provisions
contained in this Agreement shall for any reason be held by a court of competent
jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision herein, and the remainder of the
provisions of this Agreement shall continue in full force and effect without impairment.
19. SOLE AGREEMENT. This Agreement constitutes the sole agreement by
Contractor with respect to the Agreement of the Lease Area.
20. NO RECORDING. This Agreement or a memorandum of Agreement shall
not be recorded in the Official Records of Los Angeles County.
21. CONSENTS OF PARTIES. Any requirements under this Agreement that
Contractor obtain consents or approvals of City are in addition to and not in lieu of any
requirements of law that Contractor obtain approvals or permits.
[SIGNATURES ON NEXT PAGE]
01203.0005/708260.2 6
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
mu pal c•.:•ratio '
Ara Mihrani ' y Manager
ATTEST:
Emmy eleorn, City Clerk
TcEaa 7-Mkaolv.-
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Ze)Zdev;"-%
William W. Wynder, City Attorney
CONTRACTOR:
GLOBAL ROAD SEALING, INC., a California
corporation
By:
Name: Tri La
Title: President
By:
Name: Terri La Ph0113 l c`
Title: Sccrctary V;cc. Pred'ev. -
01203.0005/708260.2 7
EXHIBIT "A"
LEASE AREA
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01203.0005/708260.2
ALL-PURPOSE ACKOWLEDGEMENT
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 Orange
On A p I '2 t r 26'2-1 before me, T.La,Notary Public
personally appeared Tri La and Phong La
who proved to me on the basis of satisfactory evidence to be the person s whose name is are
subscrib to the within instrument_and acknowledged to me that��,40.4 the executed the same in
thei authorized capacit ies and that by hisflior help signatur s on the instrument the
person s, the entity upon behal of which the personeacted,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.
•
•
WITNESS my hand and official seal. T.LA
Y. COMM.#2204330
Notary Public-California is I
` i Orange County
My Comm.Emirss Jay 9,2021
U
Signatur (Seal)
OPTIONAL INFORMATION
DESCRIPTION OF THE ATTACHED DOCUMENT
Title/Description of Document: Right of Entry and Lease Agreement
No.of Pages
Document Date Signer(s)Other Than Above:
Capacity of Signer(s)
Signer Name:Tri La Signer Name: Phong La
®Corporate Officer Title: President ❑Corporate Officer Title: Vice President
❑Partner ❑Limited ❑General ❑Partner ❑Limited ❑General
❑Individual ❑Attorney in Fact ❑Individual E Attorney in Fact
❑Trustee ❑Guardian ❑Trustee D Guardian
❑Other: ❑Other