CC SR 20220118 L - Contract Extension w StayGreen for Lanscape ServicesCITY COUNCIL MEETING DATE: 01/18/2022
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to amend the Professional Services Agreement with
Stay Green Inc. for citywide landscape and fuel modification services.
RECOMMENDED COUNCIL ACTION:
(1)Award Amendment No. 3 to the Professional Services Agreement with Stay Green
Inc., thereby allowing the third of three one-year time extensions for citywide
landscape and fuel modification services in an amount not-to-exceed $8,522,283.22
over the term of the agreement and not-to-exceed $1,561,111.40 annually; and
(2)Authorize the Mayor to execute Amendment No. 3 to the Agreement for
Contractual Services in a form approved by the City Attorney.
FISCAL IMPACT: $650,833 (February 2021-June 2021) is included in the FY 2021-22
Adopted Budget. If the contract extension is approved, the remaining
$911,167 will be included in the FY 2022-23 budget.
Amount Budgeted: $ 1,562,000
Additional Appropriation: None
Account Number(s): 101-400-3150-5201 $145,000
(General Fund – Trails & Open Space, Repair & Maint. Services)
101-400-3151-5201 $402,000
(General Fund – Park Maint., Repair & Maint. Services
101-400-3230-5201 $254,000
(General Fund – Fuel Modification, Repair & Maint. Services)
202-400-3180-5201 $380,000
(Gas Tax – Landscape Maint., Repair & Maint. Median Services)
223-400-0000-5201 $26,000
(Subregion 1 Fund – Repair & Maint. Services)
221-400-0000-5201 $ 355,000
(Measure M – Repair & Maint. Services)
ORIGINATED BY: Juan Hernandez, Public Works Maintenance Superintendent
REVIEWED BY: Ramzi Awwad, Director of Public Works
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A.Amendment No. 3 to the Agreement for Contractual Services with Stay Green
Inc. (page A-1)
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B. Amendment No. 2 to the Agreement for Contractual Services with Stay Green
Inc. (page B-1)
BACKGROUND AND DISCUSSION:
On February 1, 2017, the City entered into a three -year Contractual Services Agreement
(Agreement), with three additional one-year optional extensions, with Stay Green Inc. to
provide landscaping and general maintenance services for City parks, rights-of-way,
trails, and open spaces. The Agreement also included emergency response services
such as storm preparation and cleanup, tree and branch removal, and roadway debris
removal. The emergency services are provided on an on-call basis, 24 hours a day and
seven days a week, including holidays. Finally, the Agreement includes daily trash and
debris removal services at City parks and trails. The total sum of the Agreement was not
to exceed $3,224,909.52, with an annual limit of $1,074,969.84.
On October 17, 2017, the City Council approved Amendment No. 1 to the Agreement
increasing the level-of-effort and the not-to-exceed sum to $3,739,234 with an annual limit
of $1,332,132.
On June 18, 2019, the City Council approved Amendment No. 2 to the Agreement, adding
brush clearance fuel modification services. These services were for areas where goats
cannot perform fuel modification because of access constraints or because manual
removal methods are necessary. This increased the not-to-exceed sum to $3,838,949.52,
with an annual limit of $1,431,864.84.
On February 4, 2020, the City Council exercised the first one -year extension option,
extending the expiration date of the Agreement to February 4, 2021, and entering into a
Restated Agreement (thereby re-setting the amendment numbering system). The sum of
the revised Agreement increased to a not-to-exceed amount of $5,245,922.92 with an
annual limit of $1,406,973.40.
On June 16, 2020, the City Council approved Amendment No. 1 to the Restated
Agreement, further expanding fuel modification services. The sum of the Restated
Agreement was increased to $5,400,060.92 with an annual limit of $1,561,111.40.
On February 2, 2021, the City Council exercised the second one-year extension option
by approving Amendment No. 2 to the Restated Agrement. This extended the expiration
date to February 4, 2022, and increased the not-to-exceed contract sum to
$6,961,172.32, with a new annual limit of $1,561,111.40 (Attachment B).
The second one-year contract extension is now nearing expiration, and Staff
recommends exercising the third and final one-year extension option, which includes no
change to the rates (Attachment A). The new expiration date will be February 4, 2023,
and the total contract sum will not-to-exceed $8,522,283.22 with an unchanged annual
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limit of $1,561,111.40. The current annual budget includes $1,307,258 for landscape
services, and $253,853 for fuel modification services.
With this being the final one-year extension, the City will begin the process to secure a
consultant to provide uninterrupted citywide landscape and fuel modification services
before February 2023.
CONCLUSION:
Staff recommends exercising the third and last of three one-year extension options to the
Agreement with Stay Green, Inc. to continue providing landscaping, fuel modification
brush clearing, general maintenance, and litter and trash removal services throughout the
City up until February 4, 2023.
ALTERNATIVES:
In addition to Staff recommendation, the following alternative actions are available for the
City Council’s consideration:
1. Do not exercise the third and final one-year extension option to the Agreement
with Stay Green Inc. and direct Staff to start a new procurement process, ceasing
landscape services in the interim.
2. Direct Staff to start a new procurement process and return with a six-month
extension to the Agreement with Stay Green Inc., to continue landscape services
while a new procurement is completed.
3. Take other action, as deemed appropriate.
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AMENDMENT NO. 3
TO AMENDED AND RESTATED AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT NO. 3 TO THE AMENDED AND RESTATED AGREEMENT
FOR PROFESSIONAL SERVICES (“Amendment No. 3”) is by and between the CITY OF
RANCHO PALOS VERDES (“City”) and STAY GREEN, INC., a California corporation
(“Consultant”) is effective as of January 18, 2022.
RECITALS
A. City and Contractor entered into that certain Agreement for Contractual Services
dated February 1, 2017 (“Agreement”) whereby Contractor agreed to provide all work, labor,
materials, equipment, and services as set forth in the bid documents for the project entitled “Labor
and Equipment for City Landscaping, General Maintenance, and Litter & Trash Services” (the
“Services”).
B. The Term of the Agreement was from February 1, 2017 to January 31, 2020. The
total not-to-exceed Contract Sum for the Agreement was $3,224,909.52, with an annual not-to-
exceed amount of $1,074,969.84. The Agreement also provided for three (3) one-year options to
renew, based on Contractor performance and mutual written consent.
C. On October 17, 2017, the City and Contractor entered into Amendment No. 1 to
the Agreement to increase the Contractor's level of effort by increasing the landscaping crew and
supplying all necessary materials and funding for the crews. Amendment No. 1 increased the
Contract Sum to $3,739,234 and the not-to-exceed amount to $1,332,132 for fiscal years 2017-
2018 and 2018-2019.
D. On June 18, 2019, City and Contractor entered into Amendment No. 2 to the
Agreement, expanding the Services to include brush clearance for fuel modification services for
FY 2019-20, increasing the annual not-to-exceed amount for FY 2019-20 to $1,431,846.84, and
the Contract Sum to $3,838,949.52.
E. On July 16, 2019, City and Contractor entered into Amendment No. 3 to the
Agreement, correcting the Contractor’s rates for fuel modification services, and to add a deadline
for completion for each fuel modification task.
F. On February 4, 2020, the City and Contractor entered into an Amended and
Restated Agreement, in order to renew the Agreement for the first of the three one -year options,
extending the term of the Agreement to February 4, 2021 and increasing the Contract Sum for the
Agreement to $5,245,922.92, with an annual not-to-exceed amount of $1,406,973.40.
G. On June 16, 2020, the City and Contractor entered into Amendment No. 1 to the
Amended and Restated Agreement, in order to amend the agreement to further expand fuel
modification services, and increase the sub-budget for fuel modification services by $154,138 to
$253,853. The Contract Sum was also increased from $5,245,922.92 to $5,400,060.92 with an
annual not-to-exceed amount increase from $1,406,973.40 to $1,561,111.40.
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H On February 2, 2021, City and Contractor entered into Amendment No. 2 to
Amended and Restated Agreement to extend the Term of the Agreement by one year to February
4, 2022. This extension increased the Contract Sum from $5,400,060.92 to $6,961,172.32, with no
change to the annual not-to-exceed amount of $1,561,111.40.
G. City and Contractor now desire to further amend the Amended and Restated
Agreement to extend the Term of the Agreement by one year to February 4, 2023, and to increase
the Contract Sum by from $6,961,172.32 to $8,522,283.22 with no change to the annual not-to-
exceed amount of $1,561,111.40, and no change to the rates.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
(a) Section 2.1, Contract Sum, is hereby amended to read as follows:
“Subject to any limitations set forth in this Agreement, City agrees to pay
Contractor 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 $6,961,172.32 (Six Million, Nine Hundred Sixty One Thousand,
One Hundred Seventy Two Dollars and Thirty Two Cents)$8,522,283.22
(Eight Million Five Hundred Twenty Two Thousand Two Hundred Eight
Three Dollars and Twenty Two Cents) (the “Contract Sum”), unless
additional compensation is approved pursuant to Section 1.10.”
(b) Section 3.5, Term, is hereby amended to read as follows:
“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 February 4, 20222023, except as otherwise
provided in the Schedule of Performance (Exhibit “D”). The City may, in
its sole discretion, extend the Term for one additional one-year term(s).”
(c) Section 1.3 of Exhibit “E,” Lease Agreement, is hereby amended as
follows:
“The term (“Term”) shall commence on the Lease Commencement Date
and continue until February 4, 20222023 (“Termination Date”) subject to
extensions as provided in Section 2.1(b).”
2. Continuing Effect of Agreement. Except as amended by Amendment Nos. 1
through 3, all provisions of the Agreement shall remain unchanged and in full force and effect.
From and after the date of this Amendment No. 3, whenever the term “Agreement” appears in the
Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1, 2, and 3 to the
Agreement.
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3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 3,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 3,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of th e
obligations they have undertaken pursuant to this Amendment No. 3.
5. Authority. The persons executing this Amendment No. 3 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 Amendment No. 3 on behalf of said party, (iii) by so executing this
Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3, and
(iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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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
__________________
____________________________________
David Bradley, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
William W. Wynder, City Attorney
CONSULTANT:
STAY GREEN, INC., a California
Corporation
By:
Name: Chris Angelo
Title: CEO
By:
Name: Steve Seely
Title: Branch Manager
Address: 26415 Summit Circle
Santa Clarita, CA 91350
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.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2022 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 of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
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 OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
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
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
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 t hat document.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2022 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 of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
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 OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
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
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
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.
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AMENDMENT NO 2
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES
Amendment No 2') by and between the CITY OF RANCHO PALOS VERDES `City')and
STAY GREEN,INC , a California corporation("Consultant") is effective as of '2—
2021
RECITALS
A City and Contractor entered into that certain Agreement for Contractual Services
dated February 1, 2017 ("Agreement ) whereby Contractor agreed to provide all work, labor,
materials, equipment, and services as set forth in the bid documents for the project entitled "Labor
and Equipment for City Landscaping, General Maintenance, and Litter & Trash Services" (the
Services')
B The Term of the Agreement was from February 1, 2017 to January 31, 2020 The
total not-to-exceed Contract Sum for the Agreement was $3,224,909 52, with an annual not-to-
exceed amount of $1,074,969 84 The Agreement also provided for three(3)one-year options to
renew, based on Contractor performance and mutual written consent
C On October 17,2017,the City and Contractor entered into Amendment No 1 to the
Agreement to increase the Contractor's level of effort by increasing the landscaping crew and
supplying all necessary matenals and funding for the crews Amendment No 1 increased the
Contract Sum to$3,739,234 and the not-to-exceed amount to$1,332,132 for fiscal years 2017-2018
and 2018- 2019
D On June 18, 2019, City and Contractor entered into Amendment No 2 to the
Agreement,expanding the Services to include brush clearance for fuel modification services for FY
2019-20, increasing the annual not-to-exceed amount for FY 2019-20 to $1,431,846 84, and the
Contract Sum to $3,838,949 52
E On July 16, 2019, City and Contractor entered into Amendment No 3 to the
Agreement,correcting the Contractor's rates for fuel modification services,and to add a deadline for
completion for each fuel modification task
F On February 4,2020,the City and Contractor entered into an Amended and Restated
Agreement,in order to renew the Agreement for the first of the three one-year options,extending the
term of the Agreement to February 4, 2021 and increasing the Contract Sum for the Agreement to
5,245,922 92, with an annual not-to-exceed amount of$1,406,973 40
G On January 16,2020, the City and Contractor entered into Amendment No 1 to the
Amended and Restated Agreement, in order to amend the agreement to further expand fuel
modification services, and increase the sub-budget for fuel modification services by $154,138 to
253,853 The Contract Sum was also increased from $5,245,922 92 to $5,400, 060 92 with an
annual not-to-exceed amount increase from $1,406,973 40 to $1,561,111 40
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B-1
H The City and Contractor now desire to amend the Amended and Restated Agreement
to extend the Term of the Agreement by one year This extension will require an increase in the
Contract Sum from $5,400, 060 92 to $6,961,172 32, with no change to the annual not-to-exceed
amount of$1,561,111 40
TERMS
1 Contract Changes The Agreement is amended as provided herein Deleted text is
indicated in stnkcthreugh and added text in bold italics
a) Section 2 1,Contract Sum,is hereby amended to read as follows
Subject to any limitations set forth in this Agreement, City agrees to pay
Contractor 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 $6,961,172 32 (Six Million, Nine Hundred Sixty One Thousand,
One Hundred Seventy Two Dollars and Thirty Two Cents) X48060-92
the"Contract Sum"), unless additional compensation is approved pursuant
to Section 1 10 "
b) Section 3 5,Term,is hereby amended to read as follows
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 February 4, 2022 Fe except as
otherwise provided in the Schedule of Performance(Exhibit"D") The City
may, in its sole discretion,extend the Term for one twe additional one-year
term(s)
c) Section 1 3 of Exhibit "E," Lease Agreement, is hereby amended as
follows
The term (`Term") shall commence on the Lease Commencement Date and
continue until February 4, 2022 Termination Date") subject to
extensions as provided in Section 2 1(b) '
2 Continuing Effect of Agreement.Except as amended by this Amendment No 2,all
provisions of the Agreement shall remain unchanged and in full force and effect From and after the
date of this Amendment No 2, whenever the term `Agreement"appears in the Agreement, it shall
mean the Agreement, as amended by Amendment No 1 and Amendment No 2 to the Agreement
3 Affirmation of Agreement; Warranty Re Absence of Defaults City and
Consultant each ratify and reaffirm each and every one of the respective nghts and obligations
arising under the Agreement Each party represents and warrants to the other that there have been no
wntten or oral modifications to the Agreement other than as provided herein Each party represents
and warrants to the other that the Agreement is currently an effective,valid,and binding obligation
01203 0006/689323 2 mgr+ 2-
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Consultant represents and warrants to City that,as of the date of this Amendment No 2,City
is not in default of any matenal term of the Agreement and that there have been no events that,with
the passing of time or the giving of notice, or both, would constitute a matenal default under the
Agreement
City represents and warrants to Consultant that, as of the date of this Amendment No 2,
Consultant is not in default of any matenal term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a matenal default
under the Agreement
4 Adequate Consideration The parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment No 2
5 Authority The persons executing this Amendment No 2 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authonzed to
execute and deliver this Amendment No 2 on behalf of said party, (iii) by so executing this
Amendment No 2,such party is formally bound to the provisions of this Amendment No 2,and(iv)
the entenng into this Amendment No 2 does not violate any provision of any other agreement to
which said party is bound
SIGNATURES ON FOLLOWING PAGE]
01203 0006/689323 2 mgu 3-
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and
year first-above wntten
CITY
CITY OF RANCHO PALOS VERDES, a
municipal corporation
NICII
nc Alegna, Mayo
ATTEST
Lido!
mil' .lborn, City Clerk
APPROVED AS TO FORM
ALESHIRE &DER, LLP
l/1
William W Wynd-.I ity Attorney
CONSULTANT
STAY GREEN, INC , a California
Corpor- ion
I
By J A` k
Name Chris Angelo
Title CEO
By , Or7 —
Name Steve See y
Title Branch Manager
Address 26415 Summit Circle
Santa Clanta, CA 91350
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 0006/689323 2 mv 4-
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CALIFORNIA ALL- PURPOSE
CERTIFICATE OF 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 January 29, 2021 before me, Magdalena Vance, Notary Public
Here insert name and tide of the officer)
personally appeared Christopher Allan Angelo
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s)Gere subscribed to the within instrument and acknowledged to me that
ti_he/they executed the same int er/their authorized capacity(ies), and that by
AD er/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
MAGDALENA VANCE
WITNESS my hand and o
W Notary Public-California
Los Angeles County z
Commission#2303398
Irt,(Wit9
MICornrnExpiresAu!292023
Nota '•lic Signature Notary Public Seal)
ADDITIONAL OPTIONAL INFORMATION
INSTRUCTIONS FOR COMPLETING THIS FORM
Thisjoi nt complies huh curt ent California statutes t ego,ding nomas a or ding and
DESCRIPTION OF THE ATTACHED DOCUMENT if needed should be completed and attached to the document 4chnoh ledgments
jt OM other states men be completed jot documents being sent to that state so long
City of Rancho Palos Verdes as the h or ding does not t eguit e the Califo,iiia notal t to t mime Caitlin ma notan
au
Title or description of attached document) State and County information must be the State and County where the document
Amendment to Agreement signer(s)personally appeared before the notary public for acknowledgment
Date of notanzauon must be the date that the signer(s)personally appeared which
Title or descnption of attached document continued) must also be the same date the acknowledgment is completed
Number of Pages 4 Document Date 1/29/2021 The notary public must pnnt his or her name as it appears within his or her
commission followed by a comma and then your title(notary public)
Pnnt the name(s) of document signer(s) who personally appear at the time of
notarization
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural loons by crossing off incorrect forms(i e
he/she/they—is/ace)or circling the correct tonus Failure to correctly indicate thisIndividual (s)information may lead to rejection of document recording
0 Corporate Officer The notary seal impression must be clear and photographically reproducible
Chris Angelo, CEO Impression must not cover text or lines If seal impression smudges, re seal it a
Title) sufficient area permits otherwise complete a different acknowledgment fonn
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CALIFORNIA ALL- PURPOSE
CERTIFICATE OF 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 January 29, 2021 before me, Magdalena Vance, Notary Public
Here insert name and tit e of the officer)
personally appeared Steven Raymond Seely
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) Is re subscribed to the within instrument and acknowledged to me that
he/they executed the same in g1D er/their authorized capacity(ies), and that by
Isher/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
1. ., MAGDALENA VANCE
R Notary Public-California
WITNESS my hand and • 'icial seal Los Angeles County z
IIMS Commission#2303398
aw I , Comm Exres Aug 29 2023
Not-ry`a`,'is Signature Notary Public Seal)
ADDITIONAL OPTIONAL INFORMATION
INSTRUCTIONS FOR COMPLETING THIS FORM
This for complies ri idr cur r ent Califo,nm statutes r egan ding Wotan nor ding and
DESCRIPTION OF THE ATTACHED DOCUMENT if needed should be completed and attached to the document 4chno,i ledgments
from other states,,:at be completed for documents being sent to that state so long
Citof Rancho Palos Verdes as the a o,ding does not require the Califon ria nota, to rotate Califorma nota,
y lrni
Tine or description of attached document) State and County information must be the State and County where the document
Amendment to Agreement signers)personally appeared before the notary public for acknowledgment
Date of notanzation must be the date that the signer(s)personally appeared which
Title or description of attached document continued) must also be the same date the acknowledgment is completed
The notary public must pnnt his or her name as it appears within his or her
Number of Pages 1 Document Date 08 2021
commission followed by a comma and then your title(notary public)
Pnnt the name(s) of document signer(s) who personally appear at the time of
notarization
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural fonns by crossing oil incorrect fonns(i e
hershe/they—is/afe)or circling the correct forms Failure to correctly indicate thisIndividual (s)information may lead to rejection of document recording
O Corporate Officer The notary seal impression must be clear and photographically reproducible
Chief Operations Office Impression must not cover test or lines If seal impression smudges re seal if a
Title) sufficient area permits otherwise complete a different acknowledgment form
Partner(s) Signature of the notary public must match the signature on file with the office of
the county clerk
Attorney-in-Fact Addition-Il information is not required but could help to ensure this
Trustee(s) acknowledgment is not misused or attached to a different document
Other Indicate title or type of attached document number of pages and date
O Indicate the capacity claimed by the signer If the claimed capacity is a
corporate officer indicate the title(r e CEO CFO Secretary)
2011: Ver-.ion ewwt Notar/Classes corn 800 d73 9865 Securely attach this document to the signed document with a staple
B-6
AMENDMENT NO 1
TO THE AMENDED AND RESTATED
AGREEMENT FOR CONTRACT SERVICES
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED
AGREEMENT FOR CONTRACT SERVICES ("Amendment No 1") by and between the
CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and STAY
GREEN, INC , a California corporation ("Contractor")is effective as of June 1 b , 2020
RECITALS
A City and Contractor entered into that certain Agreement for Contractual Services
dated February I, 2017 ("Agreement") whereby Contractor agreed to provide all work, labor,
materials, equipment, and services as set forth in the bid documents for the project entitled
Labor and Equipment for City Landscaping, General Maintenance, and Litter & Trash
Services" (the"Services")
B The Term of the Agreement was from February 1, 2017 to January 31,2020 The
total not-to-exceed Contract Sum for the Agreement was$3,224,909 52 with an annual not-to-
exceed amount of $1,074, 969 84 The Agreement also provided for three (3) one-year options
to renew, based on Contractor performance and mutual written consent
C On October 17, 2017, the City and Contractor entered into Amendment No I to
the Agreement to increase the Contractor's level of effort by increasing the landscaping crew
and supplying all necessary materials and funding for the crews Amendment No I increased
the Contract Sum to $3,739, 234 and the not-to-exceed amount to $1,332,132 for fiscal years
2017-2018 and 2018- 2019
D On June 18, 2019, City and Contractor entered into Amendment No 2 to the
Agreement, expanding the Services to include brush clearance for fuel modification services for
FY 2019-20, increasing the annual not-to-exceed amount for FY 2019-20 to $1,431,846 84, and
the Contract Sum to $3,838,949 52
E On July 16, 2019, City and Contractor entered into Amendment No 3 to the
Agreement, correcting the Contractor's rates for fuel modification services, and to add a deadline
for completion for each fuel modification task
F On February 4, 2020, the City and Contractor entered into an Amended and
Restated Agreement, in order to renew the Agreement for the first of the three one-year options,
extending the term of the Agreement to February 4, 2021 and increasing the Contract Sum for the
Agreement to $5,245,922 92, with an annual not-to-exceed amount of$1,406,973 40
G The City and Contractor now desire to amend the Amended and Restated
Agreement to further expand fuel modification services, as further review of the areas requiring
fuel modification has revealed additional acreage and difficult conditions requiring more
equipment and manpower This will increase the sub-budget for fuel modification services by
01203 0006/647688 1 mew.
B-7
154,138 to$253,853),and the Contract Sum from $5,245,922 92 to$5,400,060 92 with an annual
not-to-exceed amount increase from $1,406,973 40 to $I,561,1 II 40
TERMS
I Contract Changes The Agreement is amended as provided herein Deleted text is
indicated in triIethrough and added text in bold italics
a) Section 2 1, Contract Sum, is hereby amended to read as follows
Subject to any limitations set forth in this Agreement, City agrees to pay
Contractor 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
5,245,922 92 (Five Million, Two Hundred and Forty Five Thousand, Nine
5,400,060 92 (Five
Million, Four Hundred Thousand, Sixty Dollars and Ninety Two Cents) (the
Contract Sum"), unless additional compensation is approved pursuant to
Section 1 10 "
b) Subsection D of Section I of Exhibit"A", "Scope of Services , is
amended as follows
Contractor shall provide and complete brush clearance for the rates and up to the
total amount listed in Exhibit"C" The locations in need of brush clearance services
are identified in Exhibit "A-2", and will be more specifically identified by the
City's Contract Officer The location of brush clearance services will be described
as either Category 1, Category 2, Category 3, or Category 4, detailed below "
c) Subsection D(v) of Section I of Exhibit"A", "Scope of Services," is
hereby added as follows
Regrowth—At the direction of the Contract Officer, the Contractor will conduct
fuel modification of areas which are subject to regrowth following early fuel
modification Regrowth fuel modification will be conducted at the same rate
applicable to the original fuel modification "
d) Exhibit"A-2", "Fuel Modification Locations," attached hereto, is
hereby incorporated into the Agreement
e) Section I A of Exhibit"C", Schedule of Compensation, is amended to
read
A Contractor shall perform the Services based on the following sub-budgets
Funds may be moved between the sub-budget with the approval of the Contract
Officer Sub-budgets are further detailed in subsections B, C, and D, below
B-8
Task Category Annual Sub-T-etalBudget
Routine Landscape Services(see B, below) 1,067,258 40
On-Call Services (see C, below) 240,000 00
Brush Clearance Services (see D, below)99 77-1-5-00$220,853 00
Brush Clearance—Regrowth Contingency 33,000
Annual I-Budget 1,561,111 40"
1) Section I D of Exhibit"C", Schedule of Compensation, is amended to
read
D Brush Clearance Services and Regrowth Brush Clearance Services will be provided at the
following rates
Item No Descri i tion Cost Per Beer Acre
1 Category 1 Brush Clearance 1,195 00
2 Category 2 Brush Clearance 1,995 00
3 Category 3 Brush Clearance 2,895 00
4 Category 4 Brush Clearance 4,195 00
TOTAL YEARLY SUB-BUDGET* 99,715 OD$253,853 00
Sub-Budget includes 15% Regrowth Contingency"
g) Exhibit"C-3", "Fuel Modification Cost Estimate," attached hereto,
is hereby incorporated into the Agreement
B-9
2 Continuing Effect of Agreement Except as amended by this Amendment
No 1, all provisions of the Agreement shall remain unchanged and in full force and effect
From and after the date of this Amendment No 1, whenever the term "Agreement" appears
in the Agreement, it shall mean Agreement, as amended, and this Amendment No 1 to
Agreement, as amended
3 Affirmation of Agreement, Warranty Re Absence of Defaults City and
Contractor each ratify and reaffirm each and every one of the respective rights and
obligations arising under Agreement, as amended Each Party represents and warrants to
the other that there have been no written or oral modifications to Agreement, as amended,
other than as provided herein Each Party represents and warrants to the other that
Agreement, as amended, is currently an effective, valid, and binding obligation
Contractor represents and warrants to City that, as of the date of this Amendment
No 1, City is not in default of any material term of Agreement, as amended, and that there
have been no events that, with the passing of time or the giving of notice, or both, would
constitute a material default under Agreement, as amended
City represents and warrants to Contractor that as of the date of this Amendment
No 1, Contractor is not in default of any material term of Agreement, as amended, and that
there have been no events that, with the passing of time or the giving of notice, or both,
would constitute a material default under Agreement, as amended
4 Adequate Consideration The Parties hereto irrevocably stipulate and agree
that they have each received adequate and independent consideration for the performance
of the obligations they have undertaken pursuant to this Amendment No 1
5 Authority The persons executing this Amendment No 1 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 Amendment No 1 on behalf of said party, (iii) by so
executing this Amendment No 1, such party is formally bound to the provisions of this
Agreement, and (iv) the entering into this Amendment No 1 does not violate any provision
of any other Agreement to which said party is bound
SIGNATURES ON FOLLOWING PAGE]
B-10
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
John C i Kshank, Mayor
ATTEST
Emily Colborn, City Clerk
APPROVED AS TO FORM
ALESHIRE & WYNDER, LLP
dam Z4Ad4
William W Wynder, City Attorney
CONTRACTOR
STAY EN, INC , a
Calf
rnia Co poration
By
Name Chris Angelo
Title CEO
By
Name Steve Seely
Title Branch Manager
Address 26415 Summit Circle
Santa Clarita, CA 91350
Two corporate officer signatures required when Contractor is a corporation,with one signature required from
each of the following groups I)Chairman of the Board,President or any Vice President,and 2)Secretary,any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONTRACTOR'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 CONTRACTOR'S BUSINESS ENTITY
B-11
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF 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 August 3, 2020 before me, Magdalena Vance, Notary Public
Here insert name and title of the officer)
personally appeared Steven Raymond Seely
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(e)Cjere subscribed to the within instrument and acknowledged to me that
1P-he/they executed the same in Is er/their authorized capacity(tes), and that by
er/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(e) 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
o MAGDALENA VANCE
Ot Notary Public CaliforniaWITNESSmyhandand • I la' seal 3 Los Angeles County i
Rf Commission #2303398
itet M Comm Expires Au 29 2023
o a •u•lic Signature Notary Public Seal)
NSTRADDITIONALOPTIONALINFORMATIONIUCOFOR EG THIRM
This form complies
rvrthTIcurrentNS
CaliforniaCOMPLstatutes regarding
notarySFO
x ording and
DESCRIPTION OF THE ATTACHED DOCUMENT if needed should be completed and attached to the document Acknowledgments
from other states may be completed for documents being sent to that state so long
City of Rancho Palos Verdes as the wording does not require the California notary to iiolate California notary
mv
Title or descnpbon of attached document) State and County information must be the State and County where the document
Amendment No 1 Contract Services signer(s)personally appeared before the notary public for acknowledgment
Date of notarization must be the date that the signer(s)personally appeared whichTitleordescnphonofattacheddocumentcontinued)
must also be the same date the acknowledgment is completed
Number of Pages 9 Document Date 8/03/2020 The notary public must pnnt his or her name as it appears within his or her
commission followed by a comma and then your title(notary public)
Print the name(s) of document signer(s) who personally appear at the time of
notarization
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural forms by crossing off incorrect forms(i e
he/she/they—is/are)or circling the correct forms Failure to correctly indicate thisI=1 Individual (s)
information may lead to rQ1ection of document recording
Corporate Officer The notary seal impression must be clear and photographically reproducible
Impression must not cover text or lines If seal impression smudges re seal if a
Title) sufficient area permits otherwise complete a different acknowledgment form
Partner(s) Signature of the notary public must match the signature on file with the office of
the county clerk
Attorney-in-Fact Additional information is not required but could help to ensure this
Trustee(s) acknowledgment is not misused or attached to a different document
Other Branch Manager Indicate title or type of attached document number of pages and date
Indicate the capacity claimed by the signer If the claimed capacity is a
corporate officer,indicate the title(i e CEO CFO Secretary)
2015 Version www NotaryClasses corn 800-873-9865 Securely attach this document to the signed document with a staple
B-12
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF 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 August 3, 2020 before me, Magdalena Vance, Notary Public
Here insert name and tie of the officer)
personally appeared Christopher Allan Angelo
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is re subscribed to the within instrument and acknowledged to me that
in,.he/they executed the same in(j1Qr er/their authorized capacity(ies), and that by
0, er/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
MAGDALENA VANCE
WITNESS my hand and icial s( L(
O8
A Notary Public California
1 Los Angeles County i
r fi Commission#2303398 D
l M Comm Expires Aug 29 2023
11//
t
N o ry tic Signature ry Public Seal)
ADDITIONAL OPTIONAL INFORMATIONINUMPHThisformcomplies
rvrthCTIONS
current CalFORrifornCOta statutes regarding
TnotaryIS
aFORM
ording and
DESCRIPTION OF THE ATTACHED DOCUMENT if needed should be completed and attached to the document Acknox ledgments
from other states may be completed for documents being sent to that state so long
City of Rancho Palos Verdes as the wording does not require the California notary to violate California notary
law
Title or descnpton of attached document) State and County information must be the State and County where the document
Amendment No 1 Contract Services signer(s)personally appeared before the notary public for acknowledgment
Title or descnphon of attached document Continued) Date of notanzation must be the date that the signer(s)personally appeared which
must also be the same date the acknowledgment is completed
Number of Pages 9 Document Date 8/03/2020 The notary public must pnnt his or her name as it appears within his or her
commission followed by a comma and then your title(notary public)
Print the name(s) of document signer(s) who personally appear at the time of
notarization
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural forms by crossing off incorrect forms(i e
He/she/they—is tare)or circling the correct forms Failure to correctly indicate thisIndividual(s)information may lead to rejection of document recording
0 Corporate Officer The notary seal impression must be clear and photographically reproducible
Chris Angelo, President/CEO Impression must not cover text or lines If seal impression smudges re seal if a
Title) sufficient area permits otherwise complete a different acknowledgment form
Partner(s) Signature of the notary public must match the signature on file with the office of
the county clerk
Attorney-in-Fact Additional information is not required but could help to ensure this
o Trustee(s) acknowledgment is not misused or attached to a different document
Other Indicate title or type of attached document number of pages and date
Indicate the capacity claimed by the signer If the claimed capacity is a
corporate officer indicate the title(i e CEO CFO Secretary)
2015 Version www NotaryClasses corn 800-873-9865 Securely attach this document to the signed document with a staple
B-13
EXHIBIT "A-2"
FUEL MODIFICATION LOCATIONS
Estimated
Fuel Mod
Site/Area
Slope Acreage
Zone#Min/Avg/Max) to be
cleared
I Forrestal Reserve
0 03°/25 84°/70 69° 7 54
by Dauntless Dr)
3 Island View
0 63°/17 65°/35 26°0 17
end of Crest Road)
4 Martingale Trailhead Park 0 81°/28 61°/51 34°0 94
5 Portuguese Bend Reserve
1 87°/23 04°/51 84°0 89
by the Fire Station Trail)
8 Abalone Cove Reserve
0 02°/9 55°/50 61° 15
by Inspiration Point)
13b Portuguese Bend Reserve
entry to Burma Road Trail)
0 36°/32 9°/70 55° 0 80
14 Vicente Bluffs Reserve 0 03°/14 32°/53 73°9 77
16 Agua Amarga Reserve /
Island View property 0 07°/20 56°/68 55° 9 5
adj to Windport Canyon)
17a Vicente Bluffs Reserve 0 03°/9 41°/83 68° 9
17b Vicente Bluffs Reserve 0 03°/9 41°/83 68° 3 2
19b Agua Amarga Reserve 0 57°/30 28°/67 4° 5 2
29 Ladera Linda
0°/12 39°/56 22° 9 42
Community Center
30 Friendship Park
1 1 080/18 410/30 01°0 17behindTarapacaRd )
3 I Ocean Trails Reserve
0 74°/22 71°/46 85°2 64
by Gnatcatcher Trail)
32 Coastal Open Space
0 07°/I 173°/47 58° 2 5
by the archery range)
37 Point Vicente School
Access Path (a k a "Calle 0 19°/12 45°/30 64°0 12
de Suenos Trail")
55 Silver Spur/McKay 2 13°/22 2°/48 78° 2
Property
57 Frank A Vanderlip, Sr
Park (by Vanderlip Park 4 39°/4I 43°/75 52° 0 1
Trail)
01203 0006/647688 1 mgg%
B-14
65 Vista Del Norte Reserve 10 24°/31 18°/42 95°0 37
67 Agua Amarga Reserve 0 65°/27 78°/ 50 49°2 91
68 Filiorum Reserve
by Santa Catalina Dr )
4 97°/44 23°/65 6° 0 81
69 Filiorum Reserve
31 62°/34 48°/37 97°0 01
by Santa Barbara Dr)
72 Filiorum Reserve
9 05°/25 98°/34 4° 0 26
by San Clemente Dr)
74 Portuguese Bend Reserve
0 18°/20 76°/ 43 34° I 16
by the Rim Trail)
75 Portuguese Bend Reserve
0 58°/22 21°/49 03°2 56
by the Rim Trail)
76 Portuguese Bend Reserve
17 33°/38 02°/67 03°0 4
by the Rim Trail)
79 Forrestal Nature Preserve
0 12°/25 88°/55 11° 1 67
behind Coolheights Dr)
80 Forrestal Nature Preserve
7 89°/27 68°/58 92°0 03atendofCoolheightsDr )
83 San Ramone Reserve
0 36°/ 24 37°/54 12°0 86
by PVDS/PVDE)
85 San Ramone Reserve
8 84°/I 5 82°/29 64°0 42
behind San Ramon Dr)
87 San Ramon Reserve
12 8°/29 3°/64 34° 0 08behindTarapacaRd )
90 San Ramon Reserve
38 06°/41 86°/45 54°0 01
PVDS at the city limit)
92 Ocean Trails Reserve
behind Twin Harbors View 9 I7°/23 81°/46 67° 109
Dr)
93 Forrestal Nature Preserve
0 43°/41 46°/57 8° 0 17behindGanadoDr)
94 Forrestal Nature Preserve
1 3°/25 01°/43 96° 0 7
bordering Rolling Hills)
95 Forrestal Nature Preserve
8 37°/29 8°/47 36° 142
bordering Rolling Hills)
96 Forrestal Nature Preserve
31 86°/40 64°/ 50 14°0 14
bordering Rolling Hills)
80 53
01203 0006/647688 I mm%
B-15
EXHIBIT "C-3"
FUEL MODIFICATION COST ESTIMATE
Fuel Mod
Site/Area
Slope
Cost
Zone#Min/Avg/Max)
1 Forrestal Reserve
0 03°/25 84°/70 69° $13,762 00
by Dauntless Dr)
3 Island View
0 63°/17 65°/35 26° $597 00
end of Crest Road)
4 Martingale Trailhead Park 0 8I°/28 61°/ 51 34° $3,943 00
5 Portuguese Bend Reserve
1 87°/23 04°/51 84° $ 3,733 00
by the Fire Station Trail)
8 Abalone Cove Reserve
0 02°/9 55°/50 61° $2,990 00
by Inspiration Point)
I 3b Portuguese Bend Reserve
0 36°/32 9°/70 55° $2402 00
entry to Burma Road Trail)
14 Vicente Bluffs Reserve 0 03°/I4 32°/53 73° $34,278 00
16 Agua Amarga Reserve/
Island View property 0 07°/20 56°/68 55° $24,874 00
adj to Windport Canyon)
17a Vicente Bluffs Reserve 0 03°/9 41°/83 68° $23,624 00
17b Vicente Bluffs Reserve 0 03°/9 41°/83 68° $7,284 00
19b Agua Amarga Reserve 0 57°/30 28°/67 4° $10,374 00
29 Ladera Linda
0°/12 39°/ 56 22° $22,398 00
Community Center
30 Friendship Park 11 08°/18 41°/30 01° $597 00
behind Tarapaca Rd )
31 Ocean Trails Reserve
0 74°/22 71°/46 85° $7,642 00
by Gnatcatcher Trail)
32 Coastal Open Space
0 07°/I 1 73°/47 58° $4,987 00
by the archery range)
37 Point Vicente School
Access Path (a k a "Calle 0 19°/I2 45°/30 64° $597 00
de Suenos Trail")
55 Silver Spur/McKay 2 13°/22 2°/48 78° $5,790 00
Property
57 Frank A Vanderlip, Sr
Park (by Vanderlip Park 4 39°/41 43°/75 52° $ 597 00
Trail)
01203 0006/647688 1 me.,,
B-16
65 Vista Del Norte Reserve 10 24°/31 I8°/42 95° $1,071 00
67 Agua Amarga Reserve 0 65°/27 78°/50 49° $8,424 00
68 Filiorum Reserve
4 97°/44 23°/ 65 6°
by Santa Catalina Dr )
2,905 0069FiliorumReserve
31 62°/ 34 48°/ 37 97°
by Santa Barbara Dr)
72 Filiorum Reserve
9 05°/25 98°/34 4° $1,090 00bySanClementeDr)
74 Portuguese Bend Reserve
0 18°/20 76°/43 34° $4,866 00
by the Rim Trail)
75 Portuguese Bend Reserve
0 58°/22 2 I°/49 03° $5,107 00
by the Rim Trail)
76 Portuguese Bend Reserve
17 33°/38 02°/67 03° $1,158 00
by the Rim Trail)
79 Forrestal Nature Preserve
0 12°/25 88°/55 I I° $7,000 00behindCoolheightsDr)
80 Forrestal Nature Preserve
7 89°/27 68°/58 92° $997 00atendofCoolheightsDr )
83 San Ramone Reserve
0 36°/ 24 37°/54 12° $2,489 00
by PVDS/PVDE)
85 San Ramone Reserve
8 84°/I5 82°/29 64° $1,761 00behindSanRamonDr)
87 San Ramon Reserve
12 8°/29 3°/64 34° $2,316 00behindTarapacaRd )
90 San Ramon Reserve
38 06°/4I 86°/45 54° $597 00
PVDS at the city limit)
92 Ocean Trails Reserve
behind Twin Harbors View 9 I 7°/23 81°/46 67° $3,155 00
Dr)
93 Forrestal Nature Preserve
0 43°/41 46°/57 8°715 00behindGanadoDr)
94 Forrestal Nature Preserve
I 3°/25 0 I°/43 96° $2,026 00
bordering Rolling Hills)
95 Forrestal Nature Preserve
8 37°/29 8°/47 36° $4,110 00borderingRollingHills)
96 Forrestal Nature Preserve
31 86°/40 64°/50 14° $597 00borderingRollingHills)
15% Contingency For Regrowth 33,000
253,853 00
01203 0006/647688 I mei%
B-17
AMENDED & RESTATED
PUBLIC WORKS AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
STAY GREEN, INC
01203 0006/62783-) 1 I
B-18
I
AMENDED & RESTATED
AGREEMENT FOR PUBLIC WORKS SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
STAY GREEN, INC
THIS AMENDED & RESTATED AGREEMENT FOR CONTRACT SERVICES
herein ' Agreement") is made and entered into on February 4, 2020 by and between the CITY
OF RANCHO PALOS VERDES, a California municipal corporation ("City ') and STAY
GREEN, INC , a California corporation ( Contractor' ) City and Contractor may be referred to,
individually or collectively as "Party" or `Parties '
RECITALS
A City and Contractor entered into an Agreement for Contractual Services dated
February 1 2017 ( Agreement' ) whereby Contractor agreed to provide all work, labor,
materials equipment and services as set forth in the bid documents for the project entitled Laboi
and Equipment for City Landscaping, General Maintenance, and Litter & Ti ash Services (the
Services )
B The term of the Agreement is from February 1 2017 to January 31, 2020 The
Agreement also provides for three one-year options to renew, based on Contractor performance
and mutual written consent The Contract Sum for the Agreement is $3,224,909 52, with an
annual not-to-exceed amount of$1,074,969 84
C On October 17 2017, the City and Contractor entered into Amendment No 1 to
the Agreement to increase the volume of Contractor's Services by increasing the size of the
landscaping crew and supplying all necessary materials and funding for the crews Amendment
No 1 also increased the Contract Sum to $3,739,234 52 and established a not-to-exceed annual
amount of$1,332 132 84
D On June 18, 2019, City and Contractor entered into Amendment No 2 to the
Agreement expanding the Services to include brush clearance for fuel modification services for
FY 2019-20 increasing the annual not-to-exceed amount for FY 2019-20 to $1,431,846 84, and
the Contract Sum to $3,838,949 52
E On July 16, 2019, City and Contractor entered into Amendment No 3 to the
Agreement correcting the Contractor's rates for fuel modification services, and to add a deadline
for completion for each fuel modification task
F The City and Contractor desire to exercise the right to renew the Agreement for
the first of the three one-year options, extending the term of the Agreement to February 4, 2021
and increasing the Contract Sum for the Agreement to $5,245,922 92, with an annual not-to-
exceed amount of$1 406 973 40
012030006/62783-) I B-19
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 WORK OF CONTRACTOR
1 1 Scope of Work
In compliance with all terms and conditions of this Agreement, the Contractor
shall provide those services specified in the "Scope of Work' 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, Contractor
represents and warrants that it has the qualifications, experience, and facilities necessary to
properly perform the work required under this Agreement in a thorough, competent, and
professional manner and is experienced in performing the work and services contemplated
herein Contractor shall at all times faithfully, competently and to the best of its ability,
experience and talent perform all services described herein Contractor 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 Bid Documents
The Scope of Work shall include the "General Provisions" and ` Special
Provisions' in the bid documents for the project entitled Labor and Equipment Foi City
Landscaping Gene,al Maintenance and Litter & Trash Services, including any documents or
exhibits referenced therein (collectively, `bid documents'), all of which are incorporated herein
by this reference In the event of any inconsistency between the terms of the bid documents and
this Agreement, the terms of this Agreement shall govern
1 3 Compliance with Law.
Contractor 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
1 4 Compliance with California Labor Law.
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
U12030006/62783*, I 2 B-20
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 el 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
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
01203 0006/627831 I 3 B-21
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(11/2) 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
1 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
contrac5f'
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 Contractor shall diligently take
corrective action to halt or rectify any such failure by any subcontractor
1 5 Licenses, Permits, Fees and Assessments
Contractor shall obtain at its sole cost and expense such licenses, permits,
registrations and approvals as may be required by law for the performance of the services
required by this Agreement Contractor 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 Contractor'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
1 6 Familiarity with Work
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
01203 0006/62783.N 1 4 B-22
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 11 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
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 10 of this Agreement
1 7 Protection and Care of Work and Materials
The Contractor shall adopt reasonable methods including providing and
maintaining storage facilities, 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
caused by City s own negligence Stored materials shall be reasonably accessible for inspection
Contractor shall not without City's consent assign, sell, mortgage, hypothecate, or remove
equipment or materials which have been installed or delivered and which may be necessary for
the completion of the work
18 Warranty
Contractor warrants all work under the Agreement (which for purposes of this
Section shall be deemed to include unauthorized work which has not been removed and any
non-conforming materials incorporated into the work) to be of good quality and free from any
defective or faulty material and workmanship Contractor agrees that for a period of one year (or
012030006/62783.) 1 5 B-23
the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided
by any manufacturer or supplier of equipment or materials incorporated into the work, whichever
is later) after the date of final acceptance, Contractor shall within ten (10) days after being
notified in writing by the City of any defect in the work or non-conformance of the work to the
Agreement commence and prosecute with due diligence all work necessary to fulfill the terms of
the warranty at its sole cost and expense Contractor shall act as soon as requested by the City in
response to an emergency In addition, Contractor shall at its sole cost and expense, repair,
remove and replace any portions of the work (or work of other contractors) damaged by its
defective work or which becomes damaged in the course of repairing or replacing defective
work For any work so corrected, Contractor's obligation hereunder to correct defective work
shall be reinstated for an additional one year period commencing with the date of acceptance of
such corrected work Contractor shall perform such tests as the City may require to verify that
any corrective actions including, without limitation, redesign, repairs, and replacements comply
with the requirements of the Agreement All costs associated with such corrective actions and
testing including the removal, replacement, and reinstitution of equipment and materials
necessary to gain access, shall be the sole responsibility of the Contractor All warranties and
guarantees of subcontractors, suppliers and manufacturers with respect to any port on of the
work whether express or implied, are deemed to be obtained by Contractor for the benefit of the
City regardless of whether or not such warranties and guarantees have been transferred or
assigned to the City by separate agreement and Contractor agrees to enforce such warranties and
guarantees if necessary on behalf of the City In the event that Contractor fails to perform its
obligations under this Section or under any other warranty or guaranty under this Agreement, to
the reasonable satisfaction of the City, the City shall have the right to correct and replace any
defective or non-conforming work and any work damaged by such work or the replacement or
correction thereof at Contractor's sole expense Contractor shall be obligated to fully reimburse
the City for any expenses incurred hereunder upon demand
1 9 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 10 Additional Work and Change Orders
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 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
012030006/6278:h I 6 B-24
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 10 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
1 11 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
01203 0006/62783.1 1 7 B-25
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
Contractor 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 $5,245,922.92 (Five Million, Two Hundred and Forty Five
Thousand Nine Hundred and Twenty Two Dollars and Ninety Two Cents) (the ' Contract Sum")
unless additional compensation is approved pursuant to Section 1 10
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 the contract retention, (iii) payment for time and materials based upon the
Contractor 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 4, and only if specified in the Schedule of Compensation The Contract Sum shall include the
attendance of Contractor 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
Contractor is required to attend additional meetings to facilitate such coordination, Contractor
shall not be entitled to any additional compensation for attending said meetings
2.4 Invoices
Each month Contractor 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 Finance By submitting an invoice for payment under this Agreement, Contractor is
certifying compliance with all provisions of the Agreement The invoice shall contain all
information specified in Exhibit 'C", and 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 Contractor shall not invoice City for any duplicate services performed by more than
one person
012030006/62783.) I 8 B-26
City shall as soon as practicable, independently review each invoice submitted by
the Contractor 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 Contractor which are disputed by City, or as provided in Section 7 3,
City will cause Contractor to be paid within thirty (30) days of receipt of Contractor's correct and
undisputed invoice, however, Contractor 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 that City does not cause Contractor to be paid within thirty (30) days of receipt of an
undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest
to the extent allowed under Public Contract Code Section 20104 50 In the event any charges or
expenses are disputed by City, the original invoice shall be returned by City to Contractor, not
later than seven (7) days after receipt by the City for correction and resubmission Returned
invoices shall be accompanied by a document setting forth in writing the reasons why the
payment request was rejected Review and payment by the City of any invoice provided by the
Contractor shall not constitute a waiver of any rights or remedies provided herein or any
applicable law
2.5 Waiver.
Payment to Contractor for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Contractor
ARTICLE 3 PERFORMANCE SCHEDULE
3 1 Time of Essence
Time is of the essence in the performance of this Agreement
3 2 Schedule of Performance
Contractor 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 Contractor, 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 (180) 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 Contractor,
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 Contractor
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
012030006/62783.1 1 9 B-27
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
Contractor be entitled to recover damages against the City for any delay in the performance of
this Agreement however caused, Contractor's sole remedy being extension of the Agreement
pursuant to this Section
3 4 Inspection and Final Acceptance
City may inspect and accept or reject any of Contractor's work under this
Agreement either during performance or when completed City shall reject or finally accept
Contractor s work within forty-five (45) days after submitted to City City shall accept work by a
timely written acceptance otherwise work shall be deemed to have been rejected City s
acceptance shall be conclusive as to such work except with respect to latent defects, fraud and
such gross mistakes as to amount to fraud Acceptance of any work by City shall not constitute a
waiver of any of the provisions of this Agreement including, but not limited to Articles 1 and 5,
pertaining to warranty and indemnification and insurance, respectively
3 5 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 February
4, 2021 except as otherwise provided in the Schedule of Performance (Exhibit "D") The City
may in its sole discretion, extend the Term for two additional one-year term(s)
ARTICLE 4 COORDINATION OF WORK
4 1 Representatives and Personnel of Contractor
The following principals of Contractor ( Principals ) are hereby designated as
being the principals and representatives of Contractor authorized to act in its behalf with respect
to the work specified herein and make all decisions in connection therewith
Steve Seely Branch Manager
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 Principals shall be responsible during the term of this Agreement for
directing all activities of Contractor and devoting sufficient time to personally supervise the
services hereunder All personnel of Contractor, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals For purposes of this Agreement the
Principals may not be replaced nor may their responsibilities be substantially reduced by
Contractor without the express written approval of City Additionally, Contractor shall make
every reasonable effort to maintain the stability and continuity of Contractor's staff and
01203 0006/62783.) 1 10 B-28
subcontractors if any assigned to perform the services required under this Agreement
Contractor shall notify City of any changes in Contractor'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 Contractor
Contractor 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 Contractor shall not at any time or in any manner
represent that Contractor or any of Contractor's officers, employees or agents are in any manner
officials officers employees or agents of City Neither Contractor nor any of Contractor 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 Contractor expressly waives any claim
Contractor may have to any such rights
4.3 Contract Officer
The Contract Officer shall be Juan Hernandez Public Works Superintendent or,
such person as may be designated by the City Manager It shall be the Contractor s responsibility
to assure that the Contract Officer is kept informed of the progress of the performance of the
services and the Contractor 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 Contractor
Neither the City nor any of its employees shall have any control over the manner, mode or
means by which Contractor, 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 Contractor s employees, servants, representatives or agents, or in fixing their number,
compensation or hours of service Contractor 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 Contractor 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
Contractor in its business or otherwise or a Joint venturer or a member of any Joint enterprise
with Contractor
01203 0006/62783*) i 11 B-29
ARTICLE 5 INSURANCE, INDEMNIFICATION AND BONDS
5 1 Insurance Coverages
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 $2 000,000 per occurrence, $4,000 000 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) Professional liability (errors & omissions) insurance Contractor shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement in the minimum amount of$1 000 000 per claim and in the aggregate Any
policy inception date continuity date, or retroactive date must be before the effective date of this
Agreement and Contractor agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement
d) Workers compensation insurance Contractor shall maintain Workers
Compensation insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least $1 000 000)
e) Subcontractors Contractor 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.
a) 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
012030006/6278:h I 12 B-30
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
b) 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
c) Primary/noncontributing Coverage provided by Contractor shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it The limits of insurance required herein may be satisfied by a combination of
primary and umbrella or excess insurance Any umbrella or excess insurance shall contain or be
endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City's own insurance or self-insurance shall
be called upon to protect it as a named insured
d) City s rights of enforcement In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain the insurance it deems necessary and any premium
paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient
to pay premium from Contractor payments In the alternative, City may cancel this Agreement
e) Acceptable insurers All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by
the City s Risk Manager
f) Waiver of subrogation All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers agents, officials employees and volunteers or shall specifically allow
Contractor or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss Contractor hereby waives its own right of recovery
against City and shall require similar written express waivers and insurance clauses from each of
its subcontractors
g) Enforcement of contract provisions (non-estoppel) Contractor
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Contractor of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder
h) Requirements not limiting Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements or a waiver of any coverage normally provided by any insurance Specific
012030006/62783.) i 13 B-31
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage or a waiver of any type If the Contractor maintains higher limits than the minimums
shown above the City requires and shall be entitled to coverage for the higher limits maintained
by the Contractor Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City
i) Notice of cancellation Contractor agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage
1) Additional insured status General liability policies shall provide or be
endorsed to provide that City and its officers officials, employees and agents and volunteers
shall be additional insureds under such policies This provision shall also apply to any
excess/umbrella liability policies
k) Prohibition of undisclosed coverage limitations None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing
1) Separation of insureds A severability of interests provision must apply for
all additional insureds ensuring that Contractor's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability The policy(ies) shall not contain any cross-liability exclusions
m) Pass through clause Contractor agrees to ensure that its subconsultants,
subcontractors and any other party involved with the project who is brought onto or involved in
the project by Contractor, provide the same minimum insurance coverage and endorsements
required of Contractor Contractor agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section Contractor agrees that upon request, all agreements with consultants,
subcontractors and others engaged in the project will be submitted to City for review
n) Agency s right to revise specifications The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Contractor ninety (90) days advance written notice of such change If such change
results in substantial additional cost to the Contractor, the City and Contractor may renegotiate
Contractor s compensation
o) Self-insured retentions Any self-insured retentions must be declared to
and approved by City City reserves the right to require that self-insured retentions be eliminated,
lowered or replaced by a deductible Self-insurance will not be considered to comply with these
specifications unless approved by City
p) Timely notice of claims Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Contractor's performance
01203 0006/62783 1 14 B-32
under this Agreement, and that involve or may involve coverage under any of the required
liability policies
q) Additional insurance Contractor shall also procure and maintain, at its
own cost and expense any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work
5 3 Indemnification
To the full extent permitted by law, Contractor 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 Contractor its officers, employees agents, subcontractors, or invitees or any individual or
entity for which Contractor is legally liable (` indemnitors"), or arising from Contractor's or
indemnitors reckless or willful misconduct, or arising from Contractor's or indemnitors
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith
a) Contractor 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,
b) Contractor 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 Contractor hereunder, and Contractor 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 Contractor 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 Contractor hereunder, Contractor 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
In addition Contractor agrees to indemnify, defend and hold harmless the
Indemnified Parties from any and all claims and liabilities for any infringement of patent rights
copyrights or trademark on any person or persons in consequence of the use by the Indemnified
Parties of articles to be supplied by Contractor under this Agreement, and of which the
Contractor is not the patentee or assignee or has not the lawful right to sell the same
01203 0006/62783.) 1 15 B-33
Contractor shall incorporate similar indemnity agreements with its subcontractors
and if it fails to do so Contractor 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 Contractor in the performance of professional
services and work 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 Contractor
and shall survive termination of this Agreement
5 4 Notification of Third-Party Claims
City shall timely notify Contractor of the receipt of any third-party claim relating
to the work under this Agreement City shall be entitled to recover from Contractor its reasonable
costs incurred in providing such notification
5 5 Performance and Labor Bonds
Concurrently with execution of this Agreement Contractor shall deliver to the
City the following
a) A performance bond in the amount of the Contract Sum of this
Agieement in the form provided by the City Clerk which secures the faithful performance of
this Agreement
b) A labor and materials 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
furnishing labor and/or materials in connection with the work under this Agreement
Both the performance and labors 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
5 6 Sufficiency of Insurer or Surety
Insurance and bonds 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 s 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
012030006/62783.) i 16 B-34
services to be performed under this Agreement creates an increased or decreased risk of loss to
the City the Contractor agrees that the minimum limits of the insurance policies and the
performance bond required by Section 5 5 may be changed accordingly upon receipt of written
notice from the Risk Manager
5 7 Substitution of Securities
Pursuant to Public Contract Code Section 22300, substitution of eligible
equivalent securities for any funds withheld to ensure performance under this Agreement may be
permitted at the request and sole expense of the Contractor Alternatively, the Contractor may,
pursuant to an escrow agreement in a form prescribed by Public Contract Code Section 22300,
request payment of retentions funds earned directly to the escrow agent at the sole expense of the
Contractor
5 8 Release of Securities
City shall release the Performance and Labor Bonds when the following have occurred
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
Labor Bond until such claims have been resolved, Contractor has provided statutory bond or
otherwise as required by applicable law
ARTICLE 6 RECORDS, REPORTS, AND RELEASE OF INFORMATION
61 Records.
Contractor shall keep and require subcontractors to keep, such ledgers books of
accounts invoices vouchers canceled checks, reports, studies, certified and accurate copies of
payroll records in compliance with all applicable laws, 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
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 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 Contractor s business,
custody of the books and records may be given to City, and access shall be provided by
Contractor s successor in interest Notwithstanding the above, the Contractor shall fully
cooperate with the City in providing access to the books and records if a public records request is
01203 0006/62783.) 1 17 B-35
made and disclosure is required by law including but not limited to the California Public Records
Act
6 2 Reports
Contractor 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 Contractor 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,
Contractor agrees that if Contractor 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 Contractor is providing design services, the cost of the project being
designed Contractor shall promptly notify the Contract Officer of said fact, circumstance,
technique or event and the estimated increased or decreased cost related thereto and, if
Contractor 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 Contractor, 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 Contractor 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 Contractor will be at the City's sole risk
and without liability to Contractor, and Contractor s guarantee and warranties shall not extend to
such use reuse or assignment Contractor may retain copies of such documents for its own use
Contractor shall have an unrestricted 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 Contractor fails to secure such assignment, Contractor shall indemnify
City for all damages resulting therefrom Moreover, Contractor 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 Confidentiality and Release of Information
a) information gained or work product produced by Contractor in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Contractor Contractor shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer
b) Contractor, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the Contract Officer or unless requested by the City
01203 0006/62783.) 1 18 B-36
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 Contractor gives City notice of such court order or subpoena
c) If Contractor, or any officer, employee, agent or subcontractor of
Contractor provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Contractor for any damages, costs and
fees including attorneys fees, caused by or incurred as a result of Contractor's conduct
d) Contractor shall promptly notify City should Contractor, 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 Contractor or be
present at any deposition hearing or similar proceeding Contractor agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Contractor However, this right to review any such response does not imply or mean
the right by City to control direct of rewrite said response
ARTICLE 7 ENFORCEMENT OF AGREEMENT 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 Contractor 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
a) Default, Cure In the event that Contractor is in default under the
terms of this Agreement the City shall not have any obligation or duty to continue compensating
Contractor for any work performed after the date of default Instead, the City may give notice to
Contractor of the default and the reasons for the default The notice shall include the timeframe
in which Contractor 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
Contractor is in default, the City shall hold all invoices and shall proceed with payment on the
invoices only when the default is cured 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 Contractor
does not cure the default the City may take necessary steps to terminate this Agreement under
this Article Any failure on the part of the City to give notice of the Contractor's default shall not
012030006/62783.) 1 19 B-37
be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision
of this Agreement
b) Dispute Resolution This contract is subject to the provisions of
Article 1 5 (commencing at Section 20104) of Division 2, Part 3 of the California Public
Contract Code regarding the resolution of public works claims of less than $375,000 Article 1 5
mandates certain procedures for the filing of claims and supporting documentation by the
Contractor for the response to such claims by the City for a mandatory meet and confer
conference upon the request of the Contractor for mandatory non-binding mediation in the event
litigation is commenced and for mandatory judicial arbitration upon the failure to resolve the
dispute through mediation This Agreement hereby incorporates the provisions of Article 1 5 as
though fully set forth herein
7 3 Retention of Funds
Contractor hereby authorizes City to deduct from any amount payable to
Contractor (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 Contractor s acts or omissions in performing or failing to perform
Contractor 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 Contractor, 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 Contractor 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 Contractor 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
01203 0006/62783 i 20 B-38
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, Contractor shall file a 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 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 Dollars ($ ) 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 Pursuant to Government
Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion
of the project when such delay was caused by the failure of the public agency or owner of the
utility to provide for removal or relocation of utility facilities
7 8 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 Contract at any time, with or without cause, upon thirty (30) days written notice to
Contractor except that where termination is due to the fault of the Contractor, the period of
notice may be such shorter time as may be determined by the Contract Officer In addition, the
Contractor 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 Contractor may determine Upon
receipt of any notice of termination, Contractor shall immediately cease all services hereunder
except such as may be specifically approved by the Contract Officer Except where the
Contractor has initiated termination, the Contractor 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 Contractor has initiated termination the Contractor shall be entitled to compensation
only for the reasonable value of the work product actually produced hereunder In the event of
termination without cause pursuant to this Section, the terminating party need not provide the
non-terminating party with the opportunity to cure pursuant to Section 7 2
7 9 Termination for Default of Contractor
If termination is due to the failure of the Contractor to fulfill its obligations under
this Agreement City may, after compliance with the provisions of Section 7 2, take over the
01203 0006/62783' 1 21 B-39
work and prosecute the same to completion by contract or otherwise and the Contractor 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 Contractor for the purpose of set-off
or partial payment of the amounts owed the City as previously stated
7 10 Attorneys' Fees
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 party 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 11 Unfair Business Practices Claims
In entering into this Agreement, Contractor offers and agrees to assign to the City
all rights title, and interest in and to all causes of action it may have under Section 4 of the
Clayton Act (15 U S C § 15) or under the Cartwright Act (Chapter 2, (commencing with Section
16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of
goods services or materials related to this Agreement This assignment shall be made and
become effective at the time the City renders final payment to the Contractor without further
acknov,ledgment of the Parties
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 Contractor, 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 Contractor or to its successor, or for breach of any obligation of
the terms of this Agreement
8 2 Conflict of Interest.
Contractor 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 Contractor's performance of services under
this Agreement Contractor 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 Contractor 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
012030006/62783.) I 22 B-40
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 effects his financial interest or the financial interest of any
corporation partnership or association in which he is, directly or indirectly interested, in
violation of any State statute or regulation The Contractor 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
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 gender, sexual
orientation, marital status, national origin, ancestry, or other protected class in the performance of
this Agreement 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 gender sexual orientation, marital status, national origin ancestry, or other
protected class
8 4 Unauthorized Aliens.
Contractor hereby promises and agrees to comply with all of the provisions of the
Federal Immigration and Nationality Act, 8 U S C § 1101 et sey , as amended and in connection
therewith shall not employ unauthorized aliens as defined therein Should Contractor 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,
Contractor 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
ARTICLE 9. MISCELLANEOUS PROVISIONS
91 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 Boulevard, Rancho Palos Verdes, CA 90275 and in the
case of the Contractor to the person 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 All
correspondence relating to this Agreement shall be serialized consecutively
01203 0006/62781) 1 23 B-41
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
Contractor 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 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 Contractor 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 Contractor 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,
01203 0006/62783 1 24 B-42
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 Contractor 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
Contractor'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) the 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 0006/62783.) 1 5 B-43
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
John kshank, Mayor
ATT
TM-
En711PWRill, City Clerk
APPROVED AS TO FORM
ALESHIRE & WYNDER LLP
V•
William W W bier, City Attorney
CONTRACTOR.
STAY GREEN, INC , a Calif rnia Co oration
By
Name is Angelo
Title CEO
By i V I%
Name Steve Seely
Title Branch Manager
Address 26415 Summit Circle
Santa Clarita, CA 91350
Two corporate officer signatures required when Contractor 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 CONTRACTOR'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 CONTRACTOR'S BUSINESS ENTITY
01203 0006/62783.1 1 26 B-44
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF 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 January 28, 2020 before me, Magdalena Vance, Notary Public
Here insert name and tie of the officer)
personally appeared Christopher Allan Angelo
who proved to me on the basis of satisfactory evidence to be the person(e) whose
name(e)Chare subscribed to the within instrument and acknowledged to me that
the/they executed the same In is er/their authorized capacity(tes), and that by
Ts er/their signature() on the instrument the person(&), 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
MAGDALENA VANCE
WITNESS my hand d official seal 42111W- Notary Public California
y Los Angeles County z
1 i Commission#2303398
1__ A
ubiic Si natureSignature Notary Public Seal)
ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM
This forni complies with current California statutes regarding notary wording and
DESCRIPTION OF THE ATTACHED DOCUMENT if needed should be completed and attached to the document Acknowledgments
from other stales may be completed for documents being sent to that state so long
City of RPV Agreement as the wording does not require the California notary to violate California notary
law
Title or descnpbon of attached document) State and County information must be the State and County where the document
Amended and Restated signer(s)personally appeared before the notary public for acknowledgment
Date of notanzation must be the date that the signer(s)personally appeared whichTitleordescnpbonofattacheddocumentcontinued)
must also be the same date the acknowledgment is completed
26 1/28/2020 The notary public must print his or her name as it appears within his or herNumberofPagesDocumentDatecommissionfollowedbyacommaandthenyourtitle(notary public)
Print the name(s) of document signer(s) who personally appear at the time of
notarization
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural forms by crossing off incorrect forms(i e
Individual (s)he/she/they—is/ere)or circling the correct forms Failure to correctly indicate this
information may lead to rejection of document recording
E Corporate Officer The notary seal impression must be clear and photographically reproducible
Chris Angelo, President/CEO Impression must not cover text or lines If seal impression smudges re-seal if a
Title) sufficient area permits otherwise complete a different acknowledgment form
Partner(s) Signature of the notary public must match the signature on file with the office of
the county clerkAttorney-in-Fact Additional information is not required but could help to ensure this
Trustee(s) acknowledgment is not misused or attached to a different document
Other Indicate title or type of attached document number of pages and date
Indicate the capacity claimed by the signer If the claimed capacity is a
corporate officer indicate the title(i e CEO CFO Secretary)
2015 Version www NotaryClasses corn 800-873-9865 Securely attach this document to the signed document with a staple
B-45
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF 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 January 28, 2020 before me, Magdalena Vance, NotarPublic
Here insert name and title of the officer)
personally appeared Steven Raymond Seely
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(e)Chare subscribed to the within instrument and acknowledged to me that
the/they executed the same in is er/their authorized capacity(ies), and that by
is er/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(&) 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
MAGDALENA VANCE
WITNESS my hand an icial seal
Notary Public California
r
Los Angeles County Z
V.11,7 Commission#23033981&.(
9,0V9, My Comm ExpiresAuqj 2_9202 4
o a • •Iic Signature Notary Public Seal)
ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM
This form complies with current California statutes regarding notary wording and
DESCRIPTION OF THE ATTACHED DOCUMENT if needed should be completed and attached to the document Acknowledgments
from other states man be completed for documents being sent to that state so long
City of RPV Agreement as the wording does not require the California notary to violate California notary
law
Title or description of attached document) State and County information must be the State and County where the document
Amended and Restated signer(s)personally appeared before the notary public for acknowledgment
Date of notarization must be the date that the signer(s)personally appeared whichTileordescriptionofattacheddocumentcontinued) must also be the same date the acknowledgment is completed
26 1/28/2020 The notary public must pnnt his or her name as it appears within his or her
Number of Pages Document Date commission followed by a comma and then your title(notary public)
Print the name(s) of document signer(s) who personally appear at the time of
notarization
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural forms by crossing off incorrect forms(i e
O Individual(s)he/she/they—is/ere)or circling the correct forms Failure to correctly indicate this
information may lead to rejection of document recording
Corporate Officer The notary seal impression must be clear and photographically reproducible
Impression must not cover text or lines If seal impression smudges re-seal if a
Title) sufficient area permits otherwise complete a different acknowledgment form
Partner(s) Signature of the notary public must match the signature on file with the office of
the county clerk
0 Attorney-In-Fact Additional information is not required but could help to ensure this
Trustee(s) acknowledgment is not misused or attached to a different document
Other Branch Manager Indicate title or type of attached document number of pages and date
Indicate the capacity claimed by the signer If the claimed capacity is a
corporate officer indicate the title(i e CEO CFO Secretary)
2015 Version www NotaryClasses corn 800-873-9865 Securely attach this document to the signed document with a staple
B-46
EXHIBIT "A"
SCOPE OF SERVICES
Contractor shall perform the following services for City 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 ("Services")
A. Contractor shall provide onsite service labor for Landscape Services, General
Maintenance Services, Trash, Litter& Debris Services, and offsite Administrative
Services for the amounts listed in Exhibit "C" Section I A
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
ii Landscape Services
1 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 The specific details of the
Landscape Services Section are described in the Performance
Work Statement, Section P 3
iii General Maintenance Services
l 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 P 4 )
iv Trash, Litter and Debris Services
01203 0006/627831 I A-1 B-47
1 Trash Contractor shall remove all trash, recyclables and debris
from City trash cans daily (7 days/week) in accordance with the
Technical Exhibits or Annexes A-E
2 Litter and Debris Contractor shall remove litter and debris found
within the contract areas daily (7 days/week) in accordance with
the Technical Exhibits Litter and debris includes, but is not limited
to mattresses, furniture, cartons, bottles, paper, plastic, metal
tires stones, soil, organic materials flyers, and decorations
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 Cityowned parcels such as parks
trails and open spaces
B Contractor shall utilize the updated list of the vehicles and equipment listed in
Exhibit ` A-1' , Amended Schedule of Equipment, in place of Annex D, Schedule
of Equipment to perform the Services
C. Miscellaneous Services Contractor shall perform on-call services not covered in
Section A above, as requested in writing by City's Contract Officer in accordance
with the rates quoted in Contractor's proposal in Exhibit `C-1 and C-2 ', for an
annual not-to-exceed amount listed in Exhibit "C," Schedule of Compensation
i On-call services rendered shall be itemized on monthly invoices and be
accompanied by City s Contract Officer s letter of authorization
D Contractor shall provide and complete brush clearance for the rates and up to the
total amount listed in Exhibit 'C' The locations in need of brush clearance
services will be identified by the City's Contract Officer The location of brush
clearance services will be described as either Category 1, Category 2, Category 3,
or Category 4 detailed below
i Category 1 — Flat, low vegetation area Category 1 areas are those areas
that have been maintained year over year and thus have low vegetation
They are also accessible for the use of standard equipment such as but not
limited to string trimmers and flail mowers Removal of debris is not
warranted This category includes areas that do not exceed a 15% grade
incline or decline
ii Category 2- Flat, high vegetation area Category 2 areas are high
vegetation areas and are more complex to perform the brush clearance and
will need more time due to access, equipment, steep terrain, thick
overgrown brush/branches and other factors Debris created from the
brush clearance may need to be removed due to the excessive litter
created They are also accessible for the use of standard equipment such as
but not limited to string trimmers and flail mowers This category includes
areas that do not exceed a 15% grade incline or decline
01203 0006/62783- 1 A-2 B-48
iii Category 3 — Steep slope, low vegetation area Category 3 areas are those
areas that have been maintained year over year and thus have low
vegetation These areas are on steep slopes, and may have the potential to
be deemed unsafe to perform brush clearance If the Contractor determines
that the area is unsafe they will contact the Contract Officer to determine
an adjusted plan This Category would have areas that exceed 15% grade
incline or decline but would not exceed 35% If an area exceeds 35%,
Contractor shall contact the City s Contract Officer to determine an
adjusted plan
iv Category 4 — Steep slope, high vegetation Category 4 areas are more
complex to perform the brush clearance and will need more time due to
access, equipment, steep terrain, thick overgrown brush/branches, and
other factors Debris created from the brush clearance may need to be
removed due to the excessive litter created These areas may have the
potential to be deemed unsafe to perform brush clearance If the
Contractor determines that the area is unsafe they will contact the
Contract Officer to determine an adjusted plan This category would have
areas that exceed 15% grade incline or decline but would not exceed 35%
If an area exceeds 35%, Contractor shall contact the Contract Officer to
determine an adjusted plan
II As part of the Services, Contractor shall 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,
Contractor shall keep City's Contract Officer appraised of the status of
performance by delivering the following status reports
A Weekly Work Order Report (Reference Performance Work Statement, Section
P23 )
B. Monthly Work Order Report (Reference Performance Work Statement, Section
P24 )
C Monthly Irrigation Report (Reference Performance Work Statement Section
P31511 )
D Monthly Pesticide Use Report (Reference Performance Work Statement, Section
P33322 )
012030006/62783.) 1 A-3 B-49
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 City's Contract Officer,
and must be revised or corrected by Contractor without additional charge to City
until found satisfactory and accepted City's Contract Officer
V Contractor shall utilize the following personnel to accomplish the Services
A Service Request Technician
B 2x Lead Landscaper
C Senior Landscaper
D Irrigation Technician
E 5x Landscape Laborer
F Lead Maintenance Worker
G Senior Maintenance Worker
H 3x Maintenance Worker
I 3x Litter Laborer
J Pest Control Technician
01203 0006/62783.1 1 A-4 B-50
EXHIBIT "A-1"
AMENDED SCHEDULE OF EQUIPMENT
ITEM
NO Nomenclature Name
BID CATEGORY 2 - VEHICLES AND EQUIPMENT
1 Utility trailer Landscape trailer
2 Mower Zero turn radius, riding
3 Tractor Compact Utility
4 Box Blade Gannon
5 Mower Rotary cutter
6 Brush Chipper Trailer mounted
7 Chain saw Large
8 Chain saw Medium
9 Personal Protective Clothing Chaps
10 Personal Protective Clothing Head, face, hearing protection
11 Pole Pruner Gas powered
12 Trimmer Gas powered
13 Blower Electic Powered
14 Hedge Trimmer Gas powered
15 Shovel Digging
16 Shovel Trench
17 Shovel Scoop
18 Shovel Transfer
19 Fork Manure
20 Rake Bow rake
21 Rake Leaf
22 Rake Cultivator
23 Mattock
24 Axe Single bit
25 Hammer Sledge
26 Post Hole Digger
27 Hoe
28 Lopper Bypass
29 Broom Push
30 Tools other
31 Wheelbarrow
32 Dump Truck 5-6 Yard
33 Truck Stake bed
34 Truck Utility bed
37 Trailer Equipment transport
38 Tool Kit General Mechanic
39 Tool Kit Coordless Power Tool Kit
42 Personal Protective Clothing Helmet, gloves, leathers
01203 0006/62783-) I A-5 B-51
63 Wrench set Combination
64 Wrench Pipe
65 Wrench Pipe
69 Jack Hammer Electric
72 Digger Post hole
74 Tools General Carpentry
78 Pressure Washer Gas powered, Cold Water
012030006/62783.) I A-6 B-52
EXHIBIT "B"
SPECIAL REQUIREMENTS
Superseding Contract Boilerplate)
Deleted text is indicated in sir-i1ietlifeugli, added text is indicated in bold italics
I Section 4 4, Independent Contractor, is hereby amended to read as follows
4 4 Independent Contractor
Neither the City nor any of its employees shall have any control over the manner, mode or
means by which Contractor, 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 Contractor's employees, servants representatives or agents, or in fixing their number,
compensation or hours of service except as otherwise set forth herein Contractor 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 Contractor 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 Contractor in its business or otherwise or a joint venturer or a
member of any joint enterprise with Contractor
II Section 5 5, Performance and Labor Bond, is amended to read.
5 5 Performance and LaberPayment Bonds
Concurrently with execution of this Agreement Contractor shall deliver to the City, the
following
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 labor and -„aterial spayment 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
furnishing labor and/or materials in connection with the work under this Agreement
Both the performance and laberspayment 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
Section 7 7, Liquidated Damages is deleted in its entirety and replaced with the following
7 7 Liquidated Damages
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
012030006/62783 I B-I B-53
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 HI A major systemic non-compliance with the Agreement or a
repeated non-compliance which has previously been identified as a Level II 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
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."
III. Section 9 8, Lease of City Property, is hereby added as follows.
9 8 Lease of City Property
Contractor and 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 The Lease Agreement shall be co-terminus with this Agreement.
01203 0006/62783.) I B-2 B-54
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Contractor shall perform the following tasks at the following rates
A Contractor shall perform the Services based on the following sub-budgets Funds may
be moved between the sub-budget with the approval of the Contract Officer Sub-budgets
are further detailed in subsections B, C, and D, below
Task Category Sub-Total
Routine Landscape Services (see B, below) 1,067,258 40
On-Call Services (see C below)240,000 00
Brush Clearance Services (see D below) 99 715 00
Annual Total Budget 1,406,973 40
B Routine Landscape Services (Including Landscape Services General Maintenance
Services Trash Litter & Debris Services and offsite Administrative Services) will be
provided at the rates described in Exhibit ` C-1" Labor Rates
1 Contractor will bill Routine Landscape Services based on the following
For Services conducted Monday-Friday, 6 00 A M to 3 00 P M , Contractor will
bill the City at the New Rage Rate '
For services conducted weekends or holidays, the Contractor will charge the
New OT Wage Rates
For the provision of two-man litter/trash pick-up teams on Saturday and Sunday,
from 6 00 A M to 3 00 P M , Contractor will charge 'New Wage Rates "
Contractor will not double bill the City for one of Contractor's employees
completing a work order and being part of a Routine Landscape team
In conducting Routine Landscape Services Contractor will charge the rates
described in Exhibit ` C-2 ' Contractor Provided Materials, for the use of
materials
01203 0006/62783.) I C-1 B-55
2 In conducting Routine Landscape Services, Contractor will complete the service in
accordance with the following sub-budgets Funds may be moved from one sub-budget to
another at the discretion of the City s Contract Officer
Routine Landscape Services sub-budget breakdown
Areas of Work Monthly Sub-Budget Cost Yearly Sub-Budget Cost
Medians 24,767 60 297,211 20
Right of Ways 22,516 00 270,192 00
7 Day Trash pick-up/Debris pick up 11,258 00 135,096 00
Parks Landscaping 30,396 60 364,759 20
Total 588,938.20 S1,067,258.40
The sub-budget for Park Landscaping is further subdivided as follows
Park Landscaping sub-budget breakdown
Parks/Site Monthly Staff Day Of Week
City Hall 1,744 62 5 Man Crew Monday
Abalone Cove 1,442 66 5 Man Crew Monday
Del Cerro Park 2,147 22 5 Man Crew Monday
Hesse Park 6,911 37 5 Man Crew Tuesday
Ryan E Park 5,099 65 5 Man Crew Wednesday
Vanderlip Park 1 442 66 5 Man Crew Wednesday
Eastview Park 3,623 44 5 Man Crew Thursday
Ladera Linda Park 2,180 77 5 Man Crew Thursday
Point Vincente Interpretive
Center
2,918 88 5 Man Crew Friday
Entradero 2,147 22 5 Man Crew Friday
Clovercliff Park 738 11 5 Man Crew Friday
Total Monthly Sub-Budget 30,396 60
Total Yearly Sub-Budget 364,759.20
01203 0006/62783.) 1 C-2 B-56
C On-Call Services shall be billed at the rates described in Exhibit `C-1' and Exhibit
C-2 The total cost of on-call services shall not exceed $24,000 each calendar month,
and $240 000 annually
D Brush Clearance Services will be provided at the following rates
Item No. Descri,tion Cost Per Hour
1 Category l Brush Clearance 1195 00
2 Category 2 Brush Clearance 1995 00
3 Category 3 Brush Clearance 2895 00
4 Category 4 Brush Clearance 4195 00
TOTAL YEARLY SUB-BUDGET 99,715 00
II Retention A retention of ten percent (10%) shall be held from each payment as a
contract retention to be paid as part of the final payment upon satisfactory
completion of services
NOT APPLICABLE
III Within the budgeted amounts for each Task, and with the approval of City's
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 1.10.
IV City will compensate Contractor 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 prorated monthly based on total annual cost
annual cost/ 12 = monthly rate)
012030006/62783.) 1 C-3 B-57
C Line items for all materials shall be prorated monthly 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 authorization(s) from Contracting Officer, or his designee
V The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2 1 of this Agreement
01203 0006/62783.) 1 C-4 B-58
EXHIBIT "C-1"
CONTRACTOR PROVIDED MATERIALS
Item Estimated
No Nomenclature Name Specification Units Unit Cost yearly costs
P yearly units
BID CATEGORY 3 CONTRACTOR PROVIDED MATERIALS XX XX XX XX
1 Sand Playground Washed plaster sand free of rocks Tons annually $ 85 00 0 5
Engineered Wood Fiber media which meets ADA ASTM CPSC and
75 $ 6 00000
2 Wood Fiber Media Playground CSA standards Yards annually 5 8000
3 Decomposed Granite Trails/Landscaping Trail and landscape replenishment Yards annually $ 8500 100 $ 8 50000
Bolts nuts screws nails banding&clamps zip ties flush valves
washers gaskets sealant solvents lubricants adhesives abrasives 12 $ 7 200 00
4 Common Materials Hardware consumables blades and rags Lump sum $ 600 00
Windows based Required for communication with City staff and
8 5 960005CommunicationdevicesSmartphone/tablet CltyWorks 8 each 5 120 00
2000 EZ Tie handled dog waste clean up bags Bulk packed 20
packages of 100 bulk packed bags 20 blocks of 100 bags or 300 $ 36 000 00
6 Bags Dog Waste equivalent Case of 2000 5 12000
7 Bags Waste Bin Liners 39' x 58 i 5 Mil Eco Friendly trash liners Case of 100 5 43 00 300 $ 12 900 00
SUB TOTAL $ 71,560 00
8 Mulch Planters Double ground hardwood mulch Yards annually $ 2600 0 $
9 Round up per gallon chemical Common chemical used to control weed pressure gallon 5 84 75 0 5
10 Cheetah chemical Common chemical used to control weed pressure gallon 5 127 20 40 $ 5 088 00
11 Speedzone green per quart chemical Common chemical used to control weed pressure quart 38 25 60 5 2 29500
12 Fusiclade per quart chemical Common chemical used to control weed pressure quart 154 50 25 5 3,862 50
13 Freehand per 50lb chemical Common chemical used to control weed pressure 50Ib bag 5 162 25 50 5 8 112 50
14 PGR per gallon chemical Common chemical used to control plant growth gallon 5 273 25 40 $ 10 930 00
15 Fertilizer per 50 lb(common) fertilizer Common chemical used to promote growth SOIb bag $ 42 75 50 $ 2 137 SO
16 Fertilizer 37 0 5 w/dimension fertilizer Common chemical used to promote growth 501b bag S 89 70 100 $ 8 97000
17 1'fitting common sch 40 irrigation Common irrigation part fitting 0 75 250 $ 187 50
18 1 5 fitting common sch 40 irrigation Common irrigation part fitting _$ 150 250 $ 375 00
19 2' fitting common sch 40 irrigation Common irrigation part fitting 2 25 250 $ 562 50
20 2 5 fitting common sch 40 irrigation Common irrigation part fitting 6 85 250 $ 1 712 50
21 15 valve brass irrigation Common irrigation part valve 5 175 00 3 5 52500
22 2 valve brass irrigation Common irrigation part valve 220 00 3 5 660 00
23 Irrigation pipe 1 sch 40 irrigation Common irrigation part 100 62 62 15 5 939 30
24 Irrigation pipe 1 5"sch 40 irrigation Common irrigation part 100' 104 55 15 $ 1,568 25
25 Irrigation pipe 2 sch 40 irrigation Common irrigation part 100 131 70 15 $ 1975 50
26 Irrigation pipe 2 5'sch 40 irrigation Common irrigation part 100 225 72 15 $ 3,385 80
27 1 gal common plant plant material Common plant material container $ 900 200 $ 1 800 00
28 5 gal common plant plant material Common plant material container 5 24 00 200 $ 4 800 00
29 15 gal common plant plant material Common plant material container $ 75 00 10 $ 75000
30 24 box common tree w/stakes plant material Common plant material container $ 195 00 3 $ 58500
31 bag of amend plant material Common plant material bag 12 80 50 $ 640 00
32 fumitoxin chemical Chemical used to control gopher activity bottle 75 00 12 $ 900 00
33 rozol chemical Chemical used to control gopher activity container $ 235 00 10 $ 2 35000
34
35
36
SUB TOTAL $ 65,11185
I SUB TOTAL CATEGORY 3 CONTRACTOR PROVIDED MATERIALS TOTAL $136,671 85
01203 0006/62783 I C-5 B-59
EXHIBIT "C-2"
LABOR RATES
Labor Employee New Wage Rate New OT Wage Rates
1 Service Request Technician $29 50 $ 44 25
2 Lead Landscaper 42 50 $ 63 75
2 Lead Landscaper 42 50 $ 63 75
3 Senior landscaper 38 50 $ 57 75
4 Irrigation Technician 44 00 $ 66 00
5a Landscape Laborer 29 50 $ 44 25
5b Landscape Laborer 29 50 $ 44 25
5c Landscape Laborer 29 50 $ 44 25
5d Landscape Laborer 29 50 $ 44 25
5e Landscape Laborer 29 50 $ 44 25
6 Lead Maintenance Worker $38 50 $ 57 75
7 Senior Maintenance Worker $32 50 $ 48 75
8a Maintenance Laborer 29 50 $ 44 25
8b Maintenance Laborer 29 50 $ 44 25
8c Maintenance Laborer 29 50 $ 44 25
9a Litter Laborer 28 50 $ 42 75
9b Litter Laborer 28 50 $ 42 75
9c Litter Laborer 28 50 $ 42 75
10 Pest Control Technician 65 00 $ 97 50
01203 0006/62783 I C-6 B-60
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I 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
II Contractor shall deliver status reports in accordance with Exhibit A, sections II and
IIl of this Agreement, as scheduled in the Performance Work Statement.
III. The Contract Officer may approve extensions for performance of the Services
in accordance with Section 3 2.
012030006/62783.) i D-1 B-61
EXHIBIT E
LEASE AGREEMENT
SEE FOLLOWING PAGE]
01203 0006/62783 i E-1 B-62
AThis page is part of your
1 u
document
20200234394111101111111111011110111001111111101111 o$xx
Recorded/Flied in official Records
lify
Recorders OffCtiol-
ronLAngeles
CountY,
C41Wat41)4
02/27/20 AT 12.45PM
FEES 0 00
TAXES 0 00
OTHER 0 00
PAID 0 00
I II III I I IIII II I IIID II IIII I II I I III I IICIII I I IIII III I II I II @III II II VI
LEA SHEET
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B-63
0212712020
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO
20200234394`
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
AMENDED AND REVISED LEASE AGREEMENT
This Amended and Revised Lease Agreement ("Lease*) is made and entered
into 17e a' 4 , 2020 ("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")
The Lease is unrecorded
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 E-1 ("Property")
B Tenant and Landlord have executed that certain Contract Services
Agreement dated February 1, 2017 in conjunction with that certain Lease Agreement
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 Tenant and Landlord agreed to extend the Term of the Contract Services
Agreement through the Amended and Revised Agreement, and wish to extend the
Term of the Lease Agreement this this Amended and Revised Lease Agreement
NOW, THEREFORE, the parties agree as follows
1 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
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convenience only and designate some of the sections where references to the
particular fundamental lease provisions may appear
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 E-2 ("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
13 Term The term ("Term") shall commence on the Lease
Commencement Date and continue for one (1) year ("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 $ 80,265 00 (Eighty Thousand Two Hundred and Sixty Five
Dollars and Zero Cents) per annum payable in equal monthly installments of $6,688 75
Six Thousand Six Hundred and Eighty Eight Dollars and Seventy Five Cents) ("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 TERM
21 Term
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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 two (2) 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 (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) month
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 RENT
3 1 Base Rent
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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 (1st) 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
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 LEASED PREMISES, UTILITIES, USE
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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
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
01203 0006/62733 I E-6 B-68
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
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 seq , 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 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
012030006/6278h I E-7 B-69
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
of all municipal, state, federal, and governmental authorities including requirements
pertaining to the health, welfare, or safety of employees or the public
52 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
53 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
54 No Construction Obligations Landlord has no construction
obligations of any kind under this Lease
6 INSURANCE AND INDEMNIFICATION
61 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
62 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
01203 0006/627831 1 E-8 B-70
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
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
01203 0006/62783) I E-9 B-71
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
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
7 ABANDONMENT AND SURRENDER
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
01203 0006/627831 1 E-10 B-72
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
subtenancies, or may, at the option of Landlord, operate as an assignment to it of any
or all of such subleases or subtenancies
8 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 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 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
01203 0006/62783 I E-1 1 B-73
d) Vacation or abandonment of the Leased Premises for a
period of thirty (30) consecutive days by Tenant
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,
012030006/62783.) I E-12 B-74
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 0006/62783) I E-13 B-75
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 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 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)
01203 0006/62783.) I E-14 B-76
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
012030006/62783> 1 E-15 B-77
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 0006/62783.) 1 E-16 B-78
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 "E-1" & "E-2" 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
TENANT LANDLORD
STAY GREEN, INC, RANCHO PALOS VERDES,
a California corporation a municipal corporation
By AM By
Its W
1(hn ruikshank, Mayor
CH -.11 HER AW0a0
Its ,/tcib jir1'1 7
film) RAYMOND SrELS RIP.Rrn, City Clerk
APPROVED AS TO FORM
ALESHIRE & WYNDER, LLP
By
illiam W nder, City Attorney
01203 0006/62783 i E-17 B-79
EXHIBIT E-1
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
THAT PORTION OF BLOCK H, AS SHOWN ON NIP OF THE RANCHO LOS PALOS
VERDES, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ALLOTTED
TO JOTHAM BIXBY, BY DECREE IN PARTITION TN THE ACTION "BIXBY, ET AL.
VS. VEN, ET AL. ", CASE NO. 2373, IN Ti'S DISTRICT COURT OF THE 17TH
JUDICIAL DISTRICT OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY
OF LOS ANGFLES AND ENTERED IN BOOK 4 PACE 57 OF JUDGMENTS, IN THE
SUPERIOR COURT OF SAID COUNTY, DESCRIBED AS FOLLOWS:
CO1O4ENCING AT A POINT, SAID POINT BEING THE COUNTY OF LOS ANGELES,
TRIANGULATION MONUMENT SAV PEDRO HILLS D-7, AND HAVING STATE
COORDINATES OF NORTH 4,019,330.05, EAST 4, 164,224.94, SAID POINT
BEING LOCATED ON A POINT OF LAND NORTH OF PALOS VERDES DRIVE,
OVERLOOKING POINT VICENTE LIGHTHOUSE; THENCE NORTH 53 DEGREES 31
MINUTES 58 SECONDS EAST 415.07 FEET TO THE CENTER OF THE NORTHWESTGUNTURRETOFBATTERY240; THENCE NORTH 51 DEGREES 59 MINUTES 13SECONDSEAST55.00 FEET; THENCE NORTH 3B DEGREES 00 MINUTES 47SECONDSWEST56. 15 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH
36 DEGREES 00 MINUTES 43 SECONDS EAST 19.31 FEET TO THE BEGINNING OFATANGENTCURVECONCAVESOUTHERLY, HAVING A RADIUS OF 105.00 FEET;THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 60DEGREES58MINUTES07SECONDS, A DISTANCEE OF 111.73 FEET; THENCESOUTH83DEGREES01MINUTES10SECONDSEASE69.38 FEET; THENCE SOUTH86DECREES20MINUTES48SECONDSEAST212.34 FEET; THENCE NORTH 01DEGREES46MINUTES52SECONDSWEST109.94 FEET; THENCE NORTH 81DECREES44MINUTES11SECONDSEAST278. 53 FEET, THENCE SOUTH 88DECREES50MINUTES35SECONDSEAST60.60 FEET; THENCE SOUTH 71DEGREES55MINUTES48SECONDSEAST57.V3 FEET; THENCE SOUTH 62DEGREES00MINUTES18SECONDSEAST226. 14 FEET; THENCE NORTH 62DEGREES19MINUTES00SECONDSEAST84. 1.' FEET TO A POINT IN THESOUTHRIGHT-OF-WAY LINE OF HAWTHORNE BOULEVARD, SAID POINT BEING A
TANGENT CURVE CONCAVE NORTHEASTERLY HAVING: A RADIUS or 550.00 FEET;THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 02DEGREES18MINUTES26SECONDS, A DISTAN2£ OF 22.15 FEET; THENCESOUTH62DEGREES19MINUTES00SECONDSWEST79.98; THENCE SOUTH 84DEGREES31MINUTES12SECONDSWEST216.25 FEET; THENCE NORTH 02DECREES24MINUTES09SECONDSWEST55.04 FEET, THENCE NORTH 87DECREES . 34 MINUTES 50 SECONDS WEST 231.-6 FEET; THENCE SOUTH 02DEGREES23MINUTES42SECONDSEAST78.C6 FEET; THENCE NORTH 83DECREES00MINUTES49SECONDSWEST16647LEFT; TK£NCE NORTH 86DEGREES20MINUTES48SECONDSWEST212.15 FEET; THENCE NORTH 83
DECREES 01 MINUTES 10 SECONDS WEST 69.96 FEET TO A POINT BEING ATANGENTCURVECONCAVESOUTHERLY, HAVING A RADIUS OF 85.00 FEET;THENCE WESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 60DECREES58MINUTES07SECONDS, A DISTANCE OF 90.54 FEET; THENCESOUTH36DEGREES00MINUTES43SECONDSWEST25.04 FEET; THENCE NORTH
38 DEGREES 00 MINUTES 47 SECONDS WEST 20.110 FEET TO THE TRUE POINTOFBEGINNING.
01203 0006/62783) 1 E-18
B-80
EXHIBIT E-2
LEASED PREMISES
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01203.0006/627835.1 E-19 B-81
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
1 ss
COUNTY OF S A-ApQliaS )
On_Seetvg g , 2020 before me, A. , UGLvt, es- , a notary public,
personally appeared ev.eivtwho proved to
me on the basis of satisfactory evidenc to be the person whose name(s)Oare subscribed to
the within instrument and acknowledged to me tha Ii /she/they executed the same in i Vher/their
authorized capacity(ieas-}, and that by gher/their signature( -on the instrument the person(&)-or
the entity upon behalf of which the person(. -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
WITNESS my hand and official seal
MAGDALENA VANCE
s 'F Notary Public-Californiair^ K
Los Angeles County i
e
z V ` Commission#2303398
t(/ 1__ __ _ My Comm Expires Aug 29 2023 t
ota Public
SEAL
01203 0006/62783-' 1 E-20 B-82
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
ss
COUNTY OF I-bC 3i?1Q S )
On ,ayt u a r g , 2020 before me, a. V 01Y1W2- , a notary public,
personally
apie2
ilk OA(
ared CAI).is\v p w1 !fin 5-D-10 who proved to
me on the basis of satisfactory evidence to be the person(s)-whose name(. are subscribed to
the within instrument and acknowledged to me that(ilshe/they executed the same in is her/their
authorized capacity(4es) and that byQher/their signatures}on the instrument the person(*) or
the entity upon behalf of which the person(Ij'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
WITNESS my hand and official seal MAGDALENA VANCE
V-------
dt, Notary Public California
1' . Los Angeles County
r Commission#2303398
n CPI M Comm Expires Aug 29 2023
DL I
Nota ' slic
SEAL
01203 0006/62783.) i E-2I B-83
a r
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
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 Prneylts
On SarV,rani 31 I?DAD before merre tfiaPy rnou ent akazka,.
i rlc-farf p)k c,
Date Here Insert Name and Title of the Officer
personally appeared iphfn Cat I s1 ar 1+L
Name,(eof Signerfs)'
who proved to me on the basis of satisfactory evidence to be the person(sj'whose name(s)'is/afe
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/bet/419er.authorized capacity,(aez)'and that by his/her/114e r signature( on the instrument the person'
or the entity upon behalf of which the persop(sracted, 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
TERESAPRIMAVERC,TWITNESS my hand and official sealNotaryPublicCaliforniaforma
Los Angeles County
J`
Commission x 2290614
My Comm Expires Jun 26 2023
Signatur ave,t4.— Q.Q,Q.fG-
Signat re of No Public
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document
Description of Attached Document
Title or Type of Document Document Date
Number of Pages Signer(s) Other Than Named Above
Capacity(ies) Claimed by Signer(s)
Signer's Name Signer's Name
Corporate Officer — Title(s) Corporate Officer — Title(s)
Partner — Limited General Partner — Limited General
Individual Attorney in Fact Individual Attorney in Fact
Trustee Guardian or Conservator Trustee Guardian or Conservator
Other Other
Signer Is Representing Signer Is Representing
Ly L,L L,L L L L LV L 4 L\ULA,LvL L L L,L\?bL.L L L L,L:L`% L<<,L\'! L`. L\'SL L L`d,L`L` L\`.L`,A L L, L L L:L,L.
2014 National Notary Association •www NationalNotary org • 1-800-US NOTARY(1-800- 876-6827) Item #5907
B-84
s
AMENDMENT NO.3
TO AGREEMENT FOR CONTRACT SERVICES
THIS THIRD AMENDMENT TO THE AGREEMENT FOR CONTRACT
SERVICES ("Amendment No. 3") by and between the CITY OF RANCHO PALOS VERDES,
a California municipal corporation ("City") and STAY GREEN, INC., a California corporation
Contractor") is effective as of the 16th day of July, 2019.
RECITALS
A. City and Contractor entered into an Agreement for Contractual Services dated
February 1, 2017 ("Agreement") whereby Contractor agreed to provide all work, labor,
materials, equipment, and services as set forth in the bid documents for the project entitled Labor
and Equipment for City Landscaping, General Maintenance, and Litter & Trash Services (the
Services").
B. The term of the Agreement is from February 1, 2017 to January 31, 2020. The
Agreement also provides for three one-year options to renew, based on Contractor performance
and mutual written consent. The Contract Sum for the Agreement is $3,224,909.52, with an
annual not-to-exceed amount of$1,074,969.84.
C. On October 17, 2017, the City and Contractor entered into Amendment No. 1 to
the Agreement to increase the volume of Contractor's Services by increasing the size of the
landscaping crew and supplying all necessary materials and funding for the crews. Amendment
No. 1 increased Contractor crews by four full-time employees; increased the authorized
equipment level to include two trucks, two trailers, and various landscaping tools; and increased
the authorized material levels for decomposed granite and communications devices. Amendment
No. 1 also increased the Contract Sum to $3,739,234.52 and established a not-to-exceed annual
amount of$1,332,132.84.
D. On June 18, 2019, City and Contractor entered into Amendment No. 3 to the
Agreement, expanding the Services to include brush clearance for fuel modification services for
FY 2019-20, increasing the annual compensation for FY 2019-20 to $1,431,846.84, and
accordingly the Contract Sum to $3,838,949.52.
E. The City and Contractor now desire to amend the Agreement a third time to
correct the Contractor's rates for fuel modification services, and to add a deadline for completion
for each fuel modification task.
TERMS
1.Contract Changes. The Agreement is amended as provided herein (new text is
identified in bold italics, deleted text in l
a) Section I.F of Exhibit "C", Schedule of Compensation, is amended to
read:
F. Brush Clearance Services:
B-85
1. Stay Green Inc. shall complete all brush clearance services at the rate of$1295
per acre, to a total of 77 acres. Stay Green Inc. shall not conduct such services
of$99,715.
Item No. Description Cost Per Hour
1. Category 1*Brush Clearance 1295
2. Category 2*Brush Clearance 4250
TOTAL COST- $99,715"
d) Section II.0 of Exhibit "D", Schedule of Performance, is hereby added to the
Agreement to read as follows:
Brush Clearance services will be completed in each assigned area
within two weeks of the location being assigned to Contractor. The City's
Contract Officer may extend the time to complete each assigned area as he/she
deems appropriate, in consultation with Contractor"
2.Continuing Effect of Agreement. Except as amended by Amendments No. 1, 2,
and 3, all provisions of the Agreement shall remain unchanged and in full force and effect. From
and after the date of this Amendment No. 3, whenever the term "Agreement" appears in the
Agreement, it shall mean Agreement, as amended by Amendments No. 1, 2, and 3.
3.Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Contractor each ratify and reaffirm each and every one of the respective rights and obligations
arising under Agreement, as amended. Each Party represents and warrants to the other that there
have been no written or oral modifications to Agreement, as amended, other than as provided
herein. Each Party represents and warrants to the other that Agreement, as amended, is currently
an effective, valid, and binding obligation.
Contractor represents and warrants to City that, as of the date of this Amendment No. 3,
City is not in default of any material term of Agreement, as amended, and that there have been
no events that, with the passing of time or the giving of notice, or both, would constitute a
material default under Agreement, as amended.
City represents and warrants to Contractor that, as of the date of this Amendment No. 3,
Contractor is not in default of any material term of Agreement, as amended, and that there have
been no events that, with the passing of time or the giving of notice, or both, would constitute a
material default under Agreement, as amended.
4.Adequate Consideration. The Parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 3.
01203.0006/568337.1 2-B-86
5.Authority. The persons executing this Amendment No. 3 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 Amendment No. 3 on behalf of said party, (iii) by so executing this
Amendment No. 3, such party is formally bound to the provisions of this Agreement, and(iv)the
entering into this Amendment No. 3 does not violate any provision of any other Agreement to
which said party is bound.
SIGNATURES OF FOLLOWING PAGE]
01203.0006/568337.1 3-B-87
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 3 on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Pi)VoU )
Je V. Duhovic, Mayor
ATT " ' •
4011k_
it= be , City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
W.a")
William W. Wyn.,$ ity Attorney
CONTRACTOR:
STAY GREEN, INC., a California
corporation
BY:
Name: s Pi
Title: `Ems6g-11vc al'
By:
Name: 1 0
Title.
0
Address: 26415 Summit Circle,
Santa Clarita, CA 91350
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.
01203.0006/568337.1 4-B-88
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF 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 July 22, 2019 before me, Jorge Dario Donapetry, Notary Public
Here insert name and title of the officer)
personally appeared Steven Raymond Seely
who proved to me on the basis of satisfactory evidence to be the person(s) whose
names) is re subscribed to the within instrument and acknowledged to me that
1ij1he/they executed the same inia, er/their authorized capacity(ies), and that by
01D er/their signatures) 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.
JORGE DARIO DOIiIAPETRY
WITNESS m •1d and official seal. Commission No.2121804
4 '`) NOTARY PUBLIC-CALIFORNIA
I At..LOS ANGELES COUNTY
My Coram.ExpresAUGUST 1,2019
1
Notary Pu. '2 ur- Notary Public Seal)
ADDITIONAL OPTIONAL INFORMATION
ThisINSTRUCTIONS
FOR COMPLETING THIS FORM
form complies with current California statutes regarding notary warding and,
DESCRIPTION OF THE ATTACHED DOCUMENT if needed,should be completed and attached to the document.Acknowledgments
from other states mai be completed for documents being sent to that state so long
Amendment No. 3 as the wording does not require the California notary to violate California notary
law.
Title or description of attached document) State and County information must be the State and County where the document
City of Rancho Palos Verdes signer(s)personally appeared before the notary public for acknowledgment.
Date of notarization must be the date that the signer(s)personally appeared which
Title or description of attached document continued) must also be the same date the acknowledgment is completed.
The notary public must print his or her name as it appears within his or her
Number of Pages 4 Document Date 7/22/19
commission followed by a comma and then your title(notary public).
Print the name(s) of document signer(s) who personally appear at the time of
notarization.
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural forms by crossing off incorrect forms(i.e.
he/she/they, is/are)or circling the correct forms.Failure to correctly indicate thisElIndividual (s)information may lead to rejection of document recording.
Corporate Officer The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges,re-seal if a
Title) sufficient area permits,otherwise complete a different acknowledgment form.
Signature of the notary public must match the signature on file with the office ofPartner(s)
the county clerk.
El Attorney-in-Fact Additional information is not required but could help to ensure this
Trustee(s) acknowledgment is not misused or attached to a different document.
Indicate title or type of attached document,number of pages and date.Other Branch Manager
Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer,indicate the title(i.e.CEO,CFO,Secretary).
a;_., z ,} :a Securely attach this document to the signed document with a staple.
B-89
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF 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 July 22, 2019 before me, Jorge Dario Donapetry, Notary Public
Here insert name and title of the officer)
personally appeared Christopher Allan Angelo
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) re subscribed to the within instrument and acknowledged to me that
Jj he/they executed the same in iAlrak er/their authorized capacity(ies), and that by
411D er/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.
JORGE DARIO DONAPETRY
WITNESS d and official seal.t Commission No.2121804 g
V ` :. , ,f NOTARY PUBLIC-CALIFORNIA 2
E ANGELES COUNTY
My Comm.Expires AUGUST 1,2019
Notary 'ubl -t re NotaryPublic Seal)g
ADDITIONAL OPTIONAL INFORMATION
INSTRUCTIONS FOR COMPLETING THIS FORM
Thus form complies with current California statutes regarding notary wording and.
DESCRIPTION OF THE ATTACHED DOCUMENT if needed,should be completed and attached to the document.Acknowledgments
from other states mai be completed for documents being sent to that state so long
Amendment No. 3 as the wording does not require the California notary to violate California notary
law.
Title or description of attached document) State and County information must be the State and County where the document
City of Rancho Palos Verdes signer(s)personally appeared before the notary public for acknowledgment.
Date of notarization must be the date that the signer(s)personally appeared whichTitleordescriptionofattacheddocumentcontinued) must also be the same date the acknowledgment is completed.
The notary public must print his or her name as it appears within his or her
Number of Pages Z 7/22/199DocumentDate commission followed bya comma and thenyour title(notarypublic).P )
Print the name(s) of document signer(s) who personally appear at the time of
notarization.
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural forms by crossing off incorrect forms(i.e.
he/she/they, is/aie)or circling the correct forms.Failure to correctly indicate thisIndividual (s)information may lead to rejection of document recording.
Corporate Officer The notary seal impression must be clear and photographically reproducible.
Chris Angelo, President/CEO Impression must not cover text or lines. If seal impression smudges,re-seal if a
Title) sufficient area permits,otherwise complete a different acknowledgment form.
El Partner(s)Signature of the notary public must match the signature on file with the office of
the county clerk.
Attorney-in-Fact Additional information is not required but could help to ensure this
Trustee(s) acknowledgment is not misused or attached to a different document.
Indicate title or type of attached document,number of pages and date.Other
Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer,indicate the title(i.e.CEO,CFO,Secretary).
2015 r r .; Securely attach this document to the signed document with a staple.
B-90
AMENDMENT NO. 2
TO AGREEMENT FOR CONTRACT SERVICES
THIS SECOND AMENDMENT TO THE AGREEMENT FOR CONTRACT
SERVICES("Amendment No. 2")by and between the CITY OF RANCHO PALOS VERDES,
a California municipal corporation ("City") and STAY GREEN, INC., a California corporation
Contractor")is effective as of the 13 th day of June, 2019.
RECITALS
A. City and Contractor entered into that certain Agreement for Contractual Services
dated February 1, 2017 ("Agreement") whereby Contractor agreed to provide all work, labor,
materials, equipment, and services as set forth in the bid documents for the project entitled
Labor and Equipment for City Landscaping, General Maintenance, and Litter & Trash
Services" (the"Services").
B. The term of the Agreement is from February 1, 2017 to January 31, 2020. The
Agreement also provides for three (3) one-year options to renew, based on Contractor
performance and mutual written consent. The total not-to-exceed amount for the Agreement is
3,224,909.52,with an annual not-to-exceed amount of$1,074,969.84.
C. On October 17, 2017, the City and Contractor entered into Amendment No. 1 to
Agreement to increase the Contractor's level of effort by increasing the landscaping crew and
supplying all necessary materials and funding for the crews. Amendment No. 1 increased the
authorized manning by four full-time employees; increased the authorized equipment level to
include two trucks, two trailers, and various landscaping tools; and increased the authorized
material levels for decomposed granite and communications devices.
D. Amendment No. 1 also increased the total Contract Sum to $3,739,234.52 and
established a not-to-exceed annual amount of$1,332,132.84.
E. The City and Contractor now desire to amend the Agreement, as amended, to
further expand the Contractor's scope of services to include brush clearance for fuel management
services, requiring an accompanying increase in the Contract Sum to $3,838,949.52, and the
annual not-to-exceed amount for FY 2019-20 to $1,431,846.84.
TERMS
1. Contract Changes. The Agreement is amended as provided herein (new text is
identified in bold italics,deleted text in strike-
a) Section 2.1,Contract Sum,is hereby amended to read as follows:
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
B-91
3,838,949.52 (Three Million Eight Hundred
and Thirty-Eight Thousand Nine Hundred and Forty Nine Dollars and Fifty
Two Cents) (the "Contract Sum"), unless additional compensation is approved
pursuant to Section 1.8."
b) Exhibit "A", Scope of Services, is hereby replaced in its entirety with
Exhibit "A", (Second Amended) Scope of Services, attached hereto. Exhibits "A-1",
Schedule of Required Equipment, and "A-2", Contractor Provided Materials, shall remain
unchanged from Amendment No. 1.
e) Exhibit "C", Schedule of Compensation, is hereby replaced in its
entirety with Exhibit"C", (Second Amended) Schedule of Compensation, attached hereto.
2.Continuing Effect of Agreement. Except as amended by this Amendment No. 2,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 2, whenever the term "Agreement" appears in the
Agreement, it shall mean Agreement, as amended, and this Amendment No. 2 to Agreement, as
amended.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Contractor each ratify and reaffirm each and every one of the respective rights and obligations
arising under Agreement, as amended. Each Party represents and warrants to the other that there
have been no written or oral modifications to Agreement, as amended, other than as provided
herein. Each Party represents and warrants to the other that Agreement, as amended, is currently
an effective,valid, and binding obligation.
Contractor represents and warrants to City that, as of the date of this Amendment No. 2,
City is not in default of any material term of Agreement, as amended, and that there have been
no events that, with the passing of time or the giving of notice, or both, would constitute a
material default under Agreement,as amended.
City represents and warrants to Contractor that, as of the date of this Amendment No. 2,
Contractor is not in default of any material term of Agreement, as amended, and that there have
been no events that, with the passing of time or the giving of notice, or both, would constitute a
material default under Agreement, as amended.
4. Adequate Consideration. The Parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 2.
5. Authority. The persons executing this Amendment No. 2 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 Amendment No. 2 on behalf of said party, (iii) by so executing this
Amendment No. 2, such party is formally bound to the provisions of this Agreement,and(iv)the
entering into this Amendment No. 2 does not violate any provision of any other Agreement to
which said party is bound.
01203.0006/559585.1 2-
B-92
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
iv
Ark V. IP ovic, Mayor
ATTEST:
Emily Co , City Clerk
APPROVED AS TO FORM:
ALESHIRE &WYNDER, LLP
William W. der, City Attorney
CONTRACTOR:
STAY GREEN, INC., a California
corporation
V-Z a
By: < k2 Q s
Name: 5-x 5 V Q q.S\
tiv.
k1s6
4,1
Title: pesc
By:
Name:
Title:
Address: 26415 Summit Circle, Santa
Clarita, CA 91350
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.
01203.0006/559585.1 3-B-93
California All-Purpose Certificate of 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
s.s
County of Lose Angeles
On C I [ 1 before me, DONALD VALLECILLO, NOTARY PUBLIC,
personally appeared S+cin See ty
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 Calif* nia that the foregoing paragraph is 3.4•,, DONALD VALLECILLOtrueandcorrects* NotaryPublic-California
1/4 s Los Angeles County
Commission=2211357WITNES / han• _n. off seal. My Comm.Expires Aug 25,2021
Seal
OPTIONAL INFORMATION
Ithough the information in this section is not required by law,it could prevent fraudulent removal and reattachment
of this acknowledgment to an unauthorized document and may prove useful to persons on the attached document.
Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a
document titled/for the purpose of 1Ata <#r.& , .k Afar 2 Ta 143 Y,...&}-
Ca.ycc- S+ro c er '(
C¢rtec, 'L-c t F
Containing 1
1
pages,and dated (1-c-1(7
B-94
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 2019 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 of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:
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 OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED
0 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
01203.0006/559585.1
B-95
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 2019 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 of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:
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 OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED
0 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
01203.0006/559585.1 B-96
EXHIBIT"A"
SECOND AMENDED)
SCOPE OF SERVICES
Contractor shall perform the following services for City 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. Contractor shall provide onsite service labor for Landscape Services, General
Maintenance Services, Trash, Litter& Debris Services, and offsite Administrative
Services for the amounts listed in Exhibit"C", Section I.A.
i. Lease of City Property
1. Contractor and 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.
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
Statement, Section P.2.)
iii. Landscape Services
1. 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.
iv. General Maintenance Services
01203.0006/559585.1
B-97
1. "Contractor shall establish and operate a General Maintenance
Section to maintain buildings, infrastructure, assets, and utilities in
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 P.4.)
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.5.)
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. Contractor shall provide all vehicles and equipment listed in Exhibit "A-1" for
the amounts listed in Exhibit"C", Section I.B.
C. Contractor shall provide materials listed in Exhibit"A-2" for the amounts listed in
Exhibit"C", Section I.C.
D. Contractor shall perform on-call services not covered in Section A above, as
requested in writing by City's Contract Officer, in accordance with the rates
quoted in 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 City's Contractg Officer's letter of authorization.
01203.0006/559585.1 B-98
E. Contractor shall provide and complete brush clearance on regular time up to 77
acres, for the amounts listed in Exhibit"C"(Second Amended) Section(I)(F).
II. As part of the Services, Contractor shall 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,
Contractor shall keep City's Contract Officer appraised of the status of
performance by delivering the following status reports:
A. Weekly Work Order Report (Reference: 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 City's Contract Officer,
and must be revised or corrected by Contractor without additional charge to City
until found satisfactory and accepted City's Contract Officer.
V. Contractor shall utilize the following personnel to accomplish the Services:
A. 1 Each- Service Request Technician
B. 2 Each-Lead Landscape Technician
C. 2 Each- Senior Landscape Technician
D. 1 Each- Irrigation Technician
E. 6 Each—Landscape Laborer
01203.0006/559585.1 B-99
F. 1 Each- Lead Maintenance Worker
G. 1 Each—Senior Maintenance Worker
H. 2 Each—Maintenance Laborer
I. 3 Each—Litter Laborer
01203.0006/559585.1 B-100
EXHIBIT"C"
SECOND AMENDED)
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
Service Request
2080 HRS 22.50 $46,800 140,400
1. Technician, One FTE
Lead Landscape
4160 HRS 32.00 $133,120 $332,800
2. Technician, Two FTEs
Senior Landscaper,
4160 HRS 24.50 $101,920 254, 800
3. Two FTEs
Irrigation Technician,
2080 HRS 33.00 $ 68,640 205,9204. One FTE
Landscape Laborer,
12,480 HRS $19.50 $243,360 $648,960
5. Six 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 $121,680 $365,040
9. FTEs
SUB TOTAL BID CATEGORY 1:
XX 894,400 XX
ANNUAL LABOR COST it(Iems 1-9)
SUB TOTAL BID CATEGORY 1: 3
YEAR BASE TERM LABOR COST XX XX 2,484, 560
Items 1-9)
01203.0006/559585.1 B-101
B. Vehicles and Equipment:
Description Monthly Annual 3 Year Base
Cost Cost Term Cost
SUB TOTAL BID CATEGORY 2 — $19,480 233,760 XX
ANNUAL VEHICLES AND EQUIPMENT
SUB TOTAL BID CATEGORY 2 — 3
YEAR BASE TERM VEHICLES AND XX XX 659,960
EQUIPMENT
C. Contractor Provided Materials:
Description Monthly Annual 3 Year Base
Cost Cost Term Cost
SUB TOTAL BID CATEGORY 3 —
MONTHLY CONTRACTOR PROVIDED $6,339 XX XX
MATERIAL COSTS
SUB TOTAL BID CATEGORY 3 —
ANNUAL CONTRACTOR PROVIDED XX 76,068 XX
MATERIAL COSTS
SUB TOTAL BID CATEGORY 3 — 3
YEAR BASE TERM CONTRACTOR XX XX 211,002
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:
1. Lease. $80,265/year($240,795 over three years) for Lease.
01203.0006/559585.1 B-102
2. Administrative Costs. Approximately $22,639 /year ($67,917 over three years)
for administrative costs, including but not limited to administration of the
Lease, security fencing, taxes, and utilities associated with the Lease. The City
will pay these costs upon submission of valid invoices itemizing such costs.
F. Brush Clearance Services:
1. Contractor shall complete all brush clearance services at the rate of$1295 per
acre (including labor and materials), to a total of 77 acres. Contractor shall not
conduct such services for more than 77 acres, resulting in a total amount for
brush clearance services of$99,715.
II. Retention:
NOT APPLICABLE.
III. Within the budgeted amounts for each Task, and with the approval of City's
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. City will compensate Contractor 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 prorated monthly based on total annual cost
annual cost/ 12=monthly rate).
C. Line items for all materials shall be prorated monthly 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 authorization(s)from Contracting Officer, or his designee.
V. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
VI. Contractors billing rates for all personnel are detailed in Exhibit C, Section I,A and
D.
01203.0006/559585.1 B-103
AMENDMENT NO. i
TO AGREEMENT FOR CONTRACT SERVICES
THIS FIRST AMENDMENT TO THE AGREEMENT FOR CONTRACT
SERVICES ("Amendment") by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation ("City") and Stay Green, Inc., a California corporation
Contractor")is effective as of the 17th day of October,2017.
RECITALS
A. City and Contractor entered into that certain Agreement for Contractual Services
dated February 1, 2017 ("Agreement") whereby Contractor agreed to provide all work, labor,
materials,equipment,and services as set forth in the bid documents for the project entitled Labor
and Equipment for City Landscaping, General Maintenance, and Litter & Trash Services (the
Services").
13. The term of the Agreement is from February 1, 2017, to January 31, 2020. The
Agreement also provides for three(3)one-year options to renew,based on Contractor performance
and mutual written consent. The total not-to-exceed amount for the Agreement is $3,224,909.52,
with an annual not-to-exceed amount$1,074,969.84.
C. City and Contractor now desire to amend the Agreement to increase the
Contractor's level of effort by increasing the landscaping crew and supplying all necessary
materials and funding for the crews.This Amendment would increase the authorized manning by
four full-time employees; increase the authorized equipment level to include two trucks, two
trailers,and various landscaping tools;and increase the authorized material levels for decomposed
granite and communications devices.
D. City and Contractor also desire to increase the total not-to-exceed amount to
3,739,234 and to establish a not-to-exceed amount of$1,332,132 for fiscal years 2017-2018 and
2018-2019.
TERMS
1. Contract Changes. The Agreement is amended as provided herein (new text is
identified in bold italics,deleted text in st f
ke-thro )•
a) Section 2.1,Contract Sum,is hereby amended to read as follows:
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 Seven Hundred and
Thirty-Nine Thousand Two Hundred and Thirty-Four Dollars($3,739,234)(the
Contract Sum"), unless additional compensation is approved pursuant to Section
1.8."
Page 1 of 21
B-104
b) Exhibit "A", Scope of Services, is hereby replaced in its entirety with
Exhibit"A",(First Amended)Scope of Services,attached hereto.
c) Exhibit"A-1",Annex D Schedule of Required Equipment,is hereby
replaced in its entirety with Exhibit"A-1",(First Amended)Annex D—Schedule of Required
Equipment,attached hereto.
d) Exhibit"A-2",Contractor Provided Materials,is hereby replaced in its
entirety with Exhibit "A-2", (First 'tmended) Annex E — Contractor Provided Materials,
attached hereto.
e) Exhibit "C", Schedule of Compensation, is hereby replaced in its
entirety with Exhibit"C",(First Ajmrender°Schedule of Compensation,attached hereto.
2. Continuing Effect of Agreement. Except as amended by this Amendment, all
provisions of the Agreement shall remain unchanged and in full force and effect. From and after
the date of this Amendment, whenever the term"Agreement" appears in the Agreement, it shall
mean the Agreement,as amended by this Amendment to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Contractor each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement.Each Party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each Party
represents and warrants to the other that the Agreement is currently an effective,valid,and binding
obligation.
Contractor represents and warrants to City that, as of the date of this Amendment, City is
not in default of any material term of the Agreement and that there have been no events that,with
the passing of time or the giving of notice, or both, would constitute a material default under the
Agreement.
City represents and warrants to Contractor that, as of the date of this Amendment,
Contractor is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both,would constitute a material
default under the Agreement.
4. Adequate Consideration. The Parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment.
5. Authority.The persons executing this Amendment 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 Amendment on behalf of said party, (iii) by so executing this Amendment, such
party is formally bound to the provisions of this Agreement, and (iv) the entering into this
Amendment does not violate any provision of any other Agreement to which said party is bound.
01203.0006'408608 3
Page 2 of 21
B-105
IN WITNESS WHEREOF,the Parties hereto have executed this Amendment on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
c"----fl-c-e)-., Afreis4...
Mayor
ATTESIllk
11111111M
ili ,
ilai.., ,1 Clerk
APPROVE AS TO FORM:
ALESIIIRE & WYNDER, LLP
City 0 orney
CONTRACTOR:
Stay Green, INC.
By: l/ •
Name: Sffit/ t-L ii
Title: op o v"-4( f fuv'--V_'.
By:
Name:
Title:
Address: 26415 Summit Circle, Santa
Clarita, CA 91350
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.
01203.0006/408608.3 3-
A-3
B-106
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
C .CSC C C C C C C C C C C C C C CCC C!:C C C CCCCC..
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 45 Ar S
a C nOn7/.3i/e?oi before me, err lea-
Date Here Insert Name and Title of the icer
personally appeared te
Nam-KO of Signer)
who proved to me on the basis of satisfactory evidence to be the person(rwhose name( ) is/ace-
subscribed to the within instrument and acknowledged to me that he/ y executed the same in
his/IRERthtsir authorized capacity,and that by his/h.e-/tl eir-signature($-on the instrument the person(ar,
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.
TERESA PR1 AVERA-TAKAOKA
WITNESS my hand and official seal.
Commission#2113492
Notary Public-California z
Z w ,
Vigil' Los Angeles County -•
My Comm.Expires Jun 26,2019 Signatue‘lt Atiate454.
Signature of No ry Public
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document S4-441,0*
Title or Type of Document: /S1hortoi-SefoccumentdDate: iolOr7
Number of Pages: Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
Corporate Officer — Title(s): Corporate Officer — Title(s):
Partner — Limited General Partner — Limited General
Individual Attorney in Fact Individual Attorney in Fact
Trustee Guardian or Conservator Trustee Guardian or Conservator
Other: Other:
Signer Is Representing: Signer Is Representing:
G4S1'G iS ice i\iS ice',iS,S'',iS iS iS%Slt iS.iS i, i`iS ice iS i 4S',i`iS iS iS iSI ice i S',iS iS',ice Ss iS i`iS iS iS iS i iS iS iS iS iS iS i
2014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800- 876-6827) Item#5907
B-107
EXHIBIT"A"
FIRST AMENDED)
SCOPE OF SERVICES
Stay Green, Inc. shall perform the following services for the City of Rancho Palos
Verdes in accordance with the requirements set forth iii 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 for the amounts listed in Exhibit"C",Section I.A.
i. Lease of City Property
I. 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.
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.(Refetence: Performance Work Statement,
Section P.2.)
iii. Landscape Services
I. "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.
iv. General Maintenance Services
01203.0006:408608.3
Page 6 of 21
B-108
I. "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 P.4.)
v. Trash,Litter and Debris Services
I. "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 Fxhibits, 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)IAV'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.S.)
B. Stay Green, Inc. shall provide all vehicles and equipment listed in Exhibit"A-I"
for the amounts listed in Exhibit"C",Section I.B.
C. Stay Green, Inc. shall provide materials listed in Exhibit "A-2" for the amounts
listed in Exhibit"C",Section I.C.
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 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.
If, As part of the Services,Stay Green,Inc.will prepare and deliver the following
tangible work products to the City:
01203 000W48608 3
Page 7 of 21
B-109
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 Order Report (Reference: 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:
A. l Each-Service Request Technician
B. 2 Each-Lead Landscape Technician
C. 2 Each-Senior Landscape Technician
D. 1 Each-Irrigation Technician
E. 6 Each - Landscape Laborer
F. 1 Each - Lead Maintenance Worker
G. 1 Each Senior Maintenance Worker
01203,0006/408608.3
Page 8 of 21
B-110
H. 2 Each Maintenance Laborer
I. 3 Each Litter Laborer
01203 00066108 013.3
Page 9 of 21
B-111
EXHIBIT"A--1"
FIRST AMENDED)
ANNEX D—SCHEDULE OF REQUIRED EQUIPMENT
Functional PWS Horse
area Reference
Nomenclature Name Specification Size Power/Grade Quantity
dls lacement
Tarp,
1
Landscape
equipment. ; 161_20'xLandscapingP.3.8.1. Utility trailer
trailer ramp,48 side
8'deck
N/A Commercial 4
rails&warning
beacon
Landscaping P.3.8.2. Mower
Zero turn
Mulching 60"deck 25Hp Commercial 2
radius,riding
Compact
4WD`PTO, I
30Hp toLandscapingP.3.8.3. Tractor
Utility
loader,& 3-
SOH
Commercial 1
point hitch p
Landscaping P.3.8.3. Box Blade Gannon With scarifier 65" N/A Commercial 1
3-point,lift I I
Landscaping P.3.8.3. Mower Rotary
type,540RPM 72" n/a Commercial 1
cutter
PTS
Landsca in P.3. 8.4. Brush Chipper
Trader 6 +feed 25Hp toLandscapingpp
mounted throat 35H
Commercial 1
ALP.3.8.5. Chain saw Large 30"bar 50cc Professional 4
Landscaping P.3.8.5. Chain saw Medium
20"-24"
50cc Professional 4bar
Personal 1 f
Landscaping P.3.8.5. Protective Chaps 6 Ply 32"to 40''N/A Commercial 8
i
Clothing
Personal Head,face,
Landscaping P.3. 8.5. Protective hearing Adjustable N/A Professional 8
Clothin protection
Landscaping P.3.8.6 Pole Pruner
Gas
Adjustable 18' ole 36.3cc Professional 4
powered
18'p ole
P.3.8.7. Trimmer
Gas
16.5"cut 36.3cc Professional 6
powered
LandscapingP.3.8.8. Blower
Gas
66dB A 64.8cc Professional 6
powered
Landscaping P.3.8.9. Hedge Trimmer
Gas 135 Deg cutting 20"blade l 31.4cc . Professional 6
powered head
Landscaping P.3.8.10. Shovel Digging Commercial 6
Landscaping P.3.8.10. Shovel Trench 1 Commercial 6
Landscaping P.3.8.10. Shovel Scoop Commercial 4
Landscaping P.3.8.10. Shovel Transfer Commercial 4
Landscaping P.3.8.10. Fork Manure Commercial 6
1 Landscaping P.3.8.10. Rake Bow rake 15 tine Commercial 6
01203.0006/401460c 1
Page 10 of 21
B-112
Landscaping P.3.8.10. Rake _ , Leaf Commercial 6
Landscaping P.3.8.10. Rake Cultivator 4 tine Commercial 6
Landscaping P.3.8.10. Mattock Commercial 4
Landscaping P.3.8.10. Axe Single bit Commercial 4
Landscaping P.3.8.10. Hammer Sledge 16 Lbs Commercial 4
Landscaping P.3.8.10. Post Hole Digger IIIIIIIIIIII Non-conductive 4' Commercial 4
Landscaping P.3.8.10. Hoe IIIIIIIII Commercial 4
Landscaping P.3.8.10. Lopper Bypass
1111
32"Commercial_ 4
Landscaping P.3.8.10. Broom Push 24" Commercial 4
Landscaping_ P.3.8.10. Tools other Commercial 2
Landscaping _P.3.8.10. Wheelbarrow 6 Cu.Ft. Commercial 4
High lift gate,
5-6 YardLandscapingP.3.9.1. Dump Truck 5-6 Yard tarp,light bar,
box Commercial 1
hitch,signs
Tarp,light bar,
Landscaping P.3.9.2. Truck Stake bed
lift gate,hitch,
1 ton Commercial 4
tool storage
boxes,signs
Light bar,hitch,
Landscaping P.3.9.3. Truck Utility bed pipe rack(Van 3/4 ton Commercial 1
optional),si:ns
General Telescoping 6K,36'lift
Maintenance
P.4.10.1. Fork lift:boom,all
height 74Hp Commercial 1
terrain
General
P.4 10.2. Backhoe loader
John Deere 310
99Hp Commercial 1MaintenanceSIorequal
General Equipment
Vamps,load
Maintenance
P.4.10.3. Trailer
transport
securement 12 ton Commercial
devices
Light bar,hitch,
ance
P.4.11.1. Truck Utility bed pipe rack(Van 3/4 ton Commercial
optional),signs
Tarp,light bar,
General
P.4.I1.2. Truck Stake bed
lift gate,hitch,
1 ton Commercial 1Maintenancetoolstorage
boxes,signs
Tarp,
equipment
General Landscape161:20'x
MaintenanceP.4.11.3. Utility trailer
trailer ramp,48 side
8,deck
N/A Commercial 1
rails&warning
beacon
General
P.4.13.1. Chain saw Large 30'bar 50cc Professional 2
Maintenance 8
General
P.4.13.1. Chain saw Medium
20"-24"
SOcc Professional 2Maintenancebar
General
Personal
Maintenance
P.4.13.1. Protective Chaps 6 Ply 32"to 40"N/A Commercial 4
Clothing
01203.0006/40H608 3
Page 11 of 21
B-113
General Personal Head,face,
Maintenance
P.4.13.1. Protective hearing Adjustable N/A Professional 1 4
Clothing protection _
General
P.4.13.2. Pole Pruner
Gas
Adjustable 18'pole 36.3cc ProfessionalMaintenancepowered
1
General
Personal Head,face,
Maintenance
P.4.13.2. Protective hearing Adjustable N/A Professional 1
Clothing protection
KIPPERTOOLS
GMTK General
General General
Mechanic's
Maintenance
P.4.13.3. Tool Kit
Mechanic
Tool Kit 5,P/N: Professional 2
KIT GMTK-5-
B LK or
equivalent.
1
KIPPERTOOL,
General Coordless
P/N:KIT CDSK
Maintenance
P.4.13.4. Tool Kit Power Tool
WA_20V-R2 or
Profess'onal 2
Kit
equivalent.
Insulated
KIPPERTOOLS, i---
General
P.4.13.5. Tool Kit Electrical PfN•KIT
Professional 2Maintenance
Tool Kit
ELECTRICAL or
equivalent.
portable
Miller Bobcat
General 250 Welder
Maintenance
P.4.13.6. Welder/Generator welder 250 Amp i Professional 1
generator
907500001 or
I equivalent
General
Personal Helmet,
Maintenance
P.4.13.6. Protective gloves, f Professional 1
Clothing leathers
MILLER
SPECTRUM 625
X-TREME
General PLASMA 1
Maintenance
P.4.13.7. Plasma Cutter
CUTTER WITH
Professional 1
12 FT.XT40
TORCH or
equivalent.
Victor
Professional
General Portable Torch
Maintenance
P•4.13.8. Torch Oxy/Actyl Outfit W/ Professional 1
Cylinders-
Acetylene or
equivalent.
General 7"x12"
Jet model
Maintenance
P.4.13.9. Band Saw
Horizontal
414459 or 3/4 Hp Professional 1
equivalent.
General
P.4.13.10. Drill Press
Floor let model
3/4 HpProfessional 1Maintenancemounted35440,15",
01203,0006140t608 3
Page 12 of 21
B-114
115/230V or 1;---
Jequivalent.
Ingersoll Rand 7
Gas Portable
Air Compressor I
5.5 HP,11.8General
P.4.13.11. , Air Compressor
Gas
CFM At 90 PSI, 5.5 Hp Commercial 1Maintenancepowered
Model#
SS3J5.5GHWB
or equivalent.
General Gas Graco GMAX I
M
aintenanceP.
4.13.12. Paint Sprayer powered, 3900 or Professional (1
Airless equivalent.
Werner,P7404
Step,Type
4 ft Type IAA
General
P.4.13.13. Ladder IAA,
Fiberglass ;
4' Professional 1MaintenancePlatform
fiberglass.
LadderI
or equivalent.
Werner,P7406
Step,Type
6 ft Type IAA
General
Ladder IAA,
Fiberglass
6' Professional 1P.4.13.13.• .13.13.
Platform
fiberglass.
Ladder
or equivalent.
Werner,P7408
8 ft Type IAA
General Step,Type
FiberglassP.4.13.13. 8' Professional 1Maintenance
Ladder IAA,
Platform
fiberglass.
Ladder
or equivalent.
1 Werner,T7410
General Step,Type 10 ft Type IAA
P.4.13.13. Ladder IAA, Fiberglass Twin 10' Professional (1Maintenance
fiberglass. Ladder
or equivalent.I
Werner,T7412 i'
General Step,Type 12 ft Type IAA 1
Maintenance
P.4.13.13. Ladder IAA, Fiberglass Twin 12' Professional 1
fiberglass. Ladder
or equivalent.
Werner,7806
12 ft Type IAA
General Extension,
Fiberglass
Maintenance
P.4.13.14. Ladder Type IAA,
Combination
12' 1
Professional 1
fiberglass.
Ladder
or equivalent.
General
Extension, Werner,7808
Maintenance
P.4.13.14. Ladder Type IAA, 16 ft Type IAA 16' r Professional 1
fiberglass. Fiberglass
01203 0006/40H60113
Page 13 of 21
B-115
Combination
Ladder
or equivalent.
Werner,D7120-
Extension,
2 20 ft Type IAA
General Fiberglass D- I
P.4.13.14. Ladder i Type IAA, 20'i Professional 1MaintenanceIRungfiberglass.
Extension
Ladder or
equivalent.
Werner,D7124•
Extension, 2 24 ft Type IAA
General i Fiberglass D-
P.4.13.14. Ladder Type IAA, 24' Professional 1Maintenance
fiberglass. Rung Extension
Ladder Ladder
or equivalent.
Werner,07128-
Extension,
2 28 ft Type IAA
General Fiberglass U-P.4.13.14. Ladder Type IAA 28'Professional 1MaintenanceRungExtensionfiberglass.
Ladder or
equivalent.
Werner,4101-
Narrow
18 Narrow Span '
General 17 ft6inHx6
Maintenance
P.4.13.15. Scaffold span,
platform
17' Professional 1
aluminium
ft L
Scaffold Tower
or eqiavalent 1
4 pc Soft Grip
AdjustableGeneral
P.4.13.16. I Wrench set Adjustable Wrench Set(6— 6"-12" Commercial 2Maintenance
12")(Blue-
Point')
3 pc Adjustable
GeneralP.4.13.16. Wrench set
AdjustabletWrenchSet
Maintenance 15-24")(Blue-
15 24 Commercial 2
Point°)
TEKTON Tekton
19621 10-pc.
Jumbo
General
P.4.13.17. Wrench set Combination , Combination
1-5/16''to
Commercial 2Maintenance
Wrench Set
2
SAE)or
equivalent.
Craftsman 5- 1
piece Full Polish
General Large
1"to 1-
Maintenance
P•4.13.17. Wrench set Combination Combination
5116„
Commercial 2
Wrench Set,
Inch or
1 equivalent.
01203.0006 401460S 3
Page 14 of 21
B-116
IRidgid Heavy-
General DutyStrai h
Maintenance
P.4.13.18. I Wrench I Pipe
t
12 Commercial 2PipeWrenchor
equivalent
Ridgid Heavy-
General eavyGeneral '
P.4.13.18. Wrench Pipe Duty Straight
18`' Commercial 2MaintenancePipeWrenchor
I E equivalent
Ridgid Heavy- i
General '
P.4.13.18. Wrench Pipe Duty Straight
24`A
Commercial 2MaintenancePipeWrenchor
equivalent
II Ridgid Heavy-
GeneralI Duty Straightht
Maintenance
P.4.13.18. Wrench Pipe 36's Commercial 2
Pipe Wrench or
equivalent
Ridgid Heavy-
General
P 4.13.18. Wrench Pipe Duty Straight
Pipe Wrench or
48„ Commercial 2Maintenance
equivalent
Bosch
BH2770VCD
T_____
General
Maintenance
P.4.13.19. Jack Hammer Electric Demolition 60 Pound Commercial 1
Hammer or
equivalent
Various
General
hammer steels i
Maintenance
P.4.13.19. Jack Hammer Steels for concrete Commercial 1
and asphalt
demolition
Kushlan
Professional
Portable
General
Electric Direct
3.5 Cubic
Maintenance Foot
Mixer
t
Cement Drive Cement
Foot
Professional 1
Mixer 3.5
Cubic Ft.,
Model#350DD
or equivalent.
Nupla 6 ft.
Certified Non-
Conductive
General
P.4.13.21. Digger Post hole
Post Hole ,
6' Professional 2
j Maintenance Digger with
Fiberglass I
Handle or
equivalent.
Everbilt 4 in.x 4
General
P.4.13.22. Driver Fence post
in.x 1 ft.
14 pound I Commercial 2
Maintenance Premium Steel
Fence Post
01203.000G/408608 3
Page 15of21
B-117
Driver or1equivalent.
Hammer,Hand
General General saw,Tape
Maintenance Carpentry1
Tools measure,speed Various Commercial 1Carpentrysquare,level,
etc.
Bosch 10:in
General Table Saw
Maintenance
P.4.13.24. Table Saw Portable Model#:4100- 10"Commercial 1
09 or
equivalent.
Bosch 12-in
Sliding
ComGeneralCompound,
Compound
Maintenance
P--4.13.25. Miter Saw Miter Saw 12" Commercial 1sliding
Model
GCM12SDor
equivalent.
RIDGID 16 Gal.
2-Stage
General
VacuumCommercial
Maintenance
P.4.13.26.Wet/Dry Wet/Dr
16 Gal. Commercial 2
Y
Vacuum or
I equivalent.
Mi-T-M.4,200
PSI Pressure
Washer-3.4
GPM-13 HP
Honda°GX
CHV Engine,
Cast Iron Sleeve
With Low Oil
Shutdown-
Direct Drive
Crankshaft
General
I
Gas Pump With
i
3.4 GPM,P.4.13.27. Pressure Washer powered, Brass Manifold Commercial 1Maintenance
Cold Water -20"Stainless
4200 PSI
Steel Quick-
Connect Wand
With Five Spray
Nozzles And 50'
Hose-Powder-
Coated 16-
Gauge Welded
Steel Frame
With 10"
Pneumatic Tires 'L-- 3-Year Limited
01203.0006 408608.3
Page 16 of 21
B-118
Warranty Or
q neuivale t. i
01203.0006 408608 3
Page 17 of 21
B-119
EXHIBIT"A-2"
FIRST AMENDED)
ANNEX E—CONTRACTOR PROVIDED MATERIALS
Contractor Provided Materials
Functional area PWS Nomenclature _ Name Sp cifkationUnits _ Annual
Lnindsc• ing P23Sand Playground Washe,d plaster sand free of rocks tons annually60
Engineered Wood Fiber media,which meets
Landscaping J.3.24.I. Mood Fiber Metia Playground ADA,ASTM,CPSCand CSAstandards yards 100
Landscaping P.3.27.3
Dccvmrosed '
Trails/Landscaping Trail and landscape replenishment
Yards
400Graniteannually
Bolts,nuts,sneers,nails,banding&clamps,7'1
I ties, flush wives, washers, gaskets, sealant
solvents, lubricants, adhesives, abrasives I
General Maintenance P.4.8. Common Materials Hardware,consumables
es Juni rats. Lump sum l
Windows based,Required frcoiuniunication
General Maintenance P.4.9. Communication Smart honr/tablet with CItystafand CityWorks. 6 ea Ji ;
2000EZ Tie handled dog waste cleanup bags
Bulk packed-20packages nf100,bulk packed
General Maintenance I P.4.14.19. Bags D Waste bags-20 blocks of 100bags,trequivalent Case of2000 70,
General Maintenance I P.4.14.20. Bags Waste Bin Liners __39")08"1.5 Mil Ecu Friendly trash liners Case uf'100 L___ 222
012010006/4086081 Page 18 of 21
B-120
EXHIBIT"C"
FIRST AMENDED)
SCHEDULE OF COMPENSATION
1, Consultant shall perform the following tasks at the following rates:
A.Labor:
ITEM DESCRIPTION, ESTIMATED COST ANNUAL 1 3 YEAR
NO. UNIT ANNUAL PER COST BASE TERM
QUANTITY HOUR COST
BID CATEGORY 1: LABOR COST XX XX XX
Service Request
2080 HRS221. Technician,One FTE
5II 46,800 140,400
Lead Landscape
4160R
2. Technician,Two FTEs
HRS $32.00 $133,120 $332,800
Senior Landscaper,
4160 HRS $24.50101 203. Two FTEs 254,800
Irrigation Technician,
4. One FTE
2080 HRS $33.00 $68,640 205,920
Landscape Laborer,
12,480 1-IR$ $19.50 $243,360 $648, 9605.Six FTEs
Lead Maintenance
20801.185 $24.50 S50,960 152,880G.Worker,One FTE
i Senior Maintenance
7. Worker,One FTE
2080 HRS $22.50 i $46,800 140,400
Maintenance Laborer,
4160 R 5
R. Two FTEs
H S $19.5 0 $81,12?0 243,360
Litter Laborer,Three
6240 HRS $19.50 $121,680 36 0409.FTEs
SUB TOTAL BID CATEGORY 1:
ANNUAL LABOR COST(add items 1- XX $894,400 XX
SUB TOTAL BID CATEGORY 1: 3
YEAR BASE TERM LABOR COST XX XX 2,484, 560
add items 1-9)
01203.0006/408608 3 Page 19 0121
B-121
B.Vehicles and Equipment:
Description Monthly Annual 3 Year Base
Cost Cost Term Cost
SUB TOTAL BID CATEGORY 2—
S19,480 8233,760 XXANNUALVEHICLESANDEQUIPMENT
SUB TOTAL BID CATEGORY 2--3
YEAR BASE TERM VEHICLES AND XX XX S659,960
EQUIPMENT I
C. Contractor Provided Materials:
Description I Monthly Annual 3 Year Buse
Cost Cost Term Cost
SUB TOTAL BID CATEGORY 3-
MONTHLY CONTRACTOR PROVIDED 6,339 XX XX
MATERIAL COSTS
SUB TOTAL BID CATEGORY 3 -.
ANNUAL CONTRACTOR PROVIDED XX 76,068 XX
MATERIAL COSTS
SUB TOTAL BID CATEGORY 3 ---3
YEAR BASE TERM CONTRACTOR XX XX 211,002
PROVIDED MATERIAL COSTS I
D.On-call services not covered in Section A:
Item No.Description Cost Per Flour j
BID CATEGORY 4 BID ALTERNATES XX
1. Service R ec nest TeTechnician Overtime 33.75
2. Lead Landscape Technician Overtime 54$.00
3. Senior•Landsca er Overtime 536.75
4. Irrigation Technician • 49.50
5. Landscape Laborer _vcrtinne 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:
1. Lease. $80,265/year($240,795 over three years)for Lease.
o t2o3.o00w4o8608 3 Page 20 of 21
B-122
2. Administrative Costs. Approximately$22,639/year($67,917 over three
years) for administrative costs,including but not limited to administration of
the Lease,security fencing, taxes,and utilities associated with the Lease. The
City will pay these costs upon submission of valid invoices itemizing such
costs.
Ii. Retention:NOT USED.
HI. 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 prorated monthly based on total annual cost
annual cost/ 12 monthly rate).
C. Line items for all materials shall be prorated monthly based on total annual cost
annual cost/ 12:w 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 authorization(s) from Contracting Officer,or his designee.
V. The total compensation for the Services shall not exceed $3,739, 234 as provided in
Section 2.1 of this Agreement. The total compensation for the Services provided
during Fiscal Years 2017-2018 and 2018-2019 shall not exceed $1,332,132 per fiscal
year.
VI. Stay Green,Inc.billing rates for all personnel are detailed in Exhibit C,Section I,A
and D.
01203.0006/405608 3 Page 21 of 21
B-123
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
STAY GREEN, INC.
B-124
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 1 day of r£ , 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 proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, 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.
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
B-125
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.
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.
1.5 Familiarity with Work.
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.
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01203.0005/331718.1 B-126
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
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01203.0005/331718.1 B-127
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 such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
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
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.
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01203.0005/331718.1 B-128
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(180) 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, except as otherwise provided in the Schedule of Performance
Exhibit"D").
ARTICLE 4. COORDINATION 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 ake all de ' ens in connection therewith:
1111‘.. AA CY-0
e) Title)
Dr-
Name) Title
5 -
01203.0005/331718.1 B-129
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.
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
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01203.0005/331718.1 B-130
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.
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 City:
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
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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.
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01203.0005/331718.1 B-132
to be initialed] S
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.
5.3 Indemnification.
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;
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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
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01203.0005/331718.1 B-134
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 t-ruination 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 Confidentiality 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
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01203.0005/331718.1 B-135
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 Consultant'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. ENFORCEMENT OF AGREEMENT 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
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01203.0005/331718.1 B-136
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
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01203.0005/331718.1 B-137
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 termination without cause pursuant to
this Section, the terminating party need not provide the non-terminating party with the
opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Consultant.
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.
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 party 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.
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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.
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01203.0005/331718.1 B-139
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
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01203.0005/331718.1 B-140
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 5
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]
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01203.0005/331718.1 B-141
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 co 'oration
fialk.Ae
Bnan Campbell, Mayor
ATTEST:
ere( /saoka•Actilng City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Ales ire, City Attorney
CONSULTANT:
By: _ .4401 10
Name: h(--t S A n) 1
Title: Ge
By:
Name:gie L e_ i
Title: b j y
Address: Z t Cf%C e(
Nero ( ua-1r4 LA
113 Co
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.
18 -
01203.0005/331718.1 B-142
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
1,
On Ikfr 201 before me, IQiLxf.VQM t:L, personally appeared Ste I y , proved to me on
the basi of satisfactory evidence to be a 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 of California that the foregoing paragraph is
true and correct.
MAGDALENA VANCE
WITNESS my hand and official s 1.z,,_:_-_,. CommissionUB' o 2t2tRNI fj!
z sfiNOTARY PUB C.Ci ,RNIA'
ISignature: , 1'L° MY Comm Enoires •.•1 t 2019
W a..
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
LI 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
01203.0005/331718.101203.0005/331718.101203.0005/331718.1
B-143
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF 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 January 26, 2017 before me, Magdalena Vance, Notary Public
Here insert name and V e of the officer)
personally appeared Steven Raymond Seely
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) Is re subscribed to the within instrument and acknowledged to me that
0g/she/they executed the same in+l1r er/their authorized capacity(ies), and that by
t er/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.
MAGDALENA VANCE
WITNESS my hand and • cial seal. Commission No 2121835Ur
n
z °NOTARY PUBLIC-CALIFORNIA 2
411k;,,,, LOS ANGELES COUNTYi
n, / I / r / My Comm Expires AUGUST 12019
Notary:is Signature Notary Public Seal)
ADDITIONAL OPTIONAL INFORMATION
INSTRUCTIONS FOR COMPLETING THIS FORM
This form complies with current California statutes regarding notary wording and,
DESCRIPTION OF THE ATTACHED DOCUMENT if needed.should be completed and attached to the document.Acknowledgments
from other states may be completed for documents being sent to that state so long
as the wording does not require the California notary to violate California notaryContractServicesAgreementlaw.
Title or description of attached document) State and County information must be the State and County where the document
City of Rancho Palos Verdes signer(s)personally appeared before the notary public for acknowledgment.
Title or description of attached document continued) •
Date of notarization must be the date that the signer(s)personally appeared which
must also be the same date the acknowledgment is completed.
The notary public must print his or her name as it appears within his or her
Number of Pages 18 Document Date 2/01/17
commission followed by a comma and then your title(notary public).
Print the name(s) of document signer(s) who personally appear at the time of
notarization.
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural forms by crossing off incorrect forms(i.e.
Ile/she/they, is/ace)or circling the correct forms.Failure to correctly indicate this
ID Individual (s) information may lead to rejection of document recording.
Corporate Officer The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges.re-seal if a
Title)sufficient area permits,otherwise complete a different acknowledgment form.
Partner(s)Signature of the notary public must match the signature on file with the office of
the county clerk.
O Attorney-in-Fact Additional information is not required but could help to ensure this
Trustee(s) acknowledgment is not misused or attached to a different document.
Other Operational Manager Indicate title or type of attached document,number of pages and date.
Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer,indicate the title(i.e.CEO.CFO,Secretary).
2015 V€,=1 ,0n www.NotaryGlasses.com MO..s7 iir3F5 Securely attach this document to the signed document with a staple.
B-144
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 I I1,(0 , 201 fore me,t. L CL-, personally appeared 5Cye2iy , proved to me on
the basis of satisfactoryevidence to be he person(s) whose names(s) is/are subscribed to the within instrumentP ( )tared
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.
MAGDALENA VANCE l
WITNESS miy hand and official s 1. 1,:'7-'F:"'', Com to 2121835 i5tt-'e NOTA I IFORNIA C —4,`„
IvLOS
4yIEI
E=S COUNTY
4I
I...'4.-1* My Comm Expires AUGUST 1 2019Signature:
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 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
01203.0005/331718.1
B-145
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF 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 January 26, 2017 before me, Magdalena Vance, Notary Public
Here insert name and title of the officer)
personally appeared Steven Raymond Seely
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) Is re subscribed to the within instrument and acknowledged to me that
e he/they executed the same in 4i r er/their authorized capacity(ies), and that by
ta er/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 . .@ correct.
MAGDALENA VANCE !
WITNESS my hand and o 'cial seal. Y' Commission No 2121835
z.°'fi NOTARY PUBLIC-CALIFORNIA ,,
I Vettki LOS ANGELES
COUNTYt1Ai / I My Comm E AUGUST 1
Y
4ot-. .relicSinatureSignature Notary Public Seal)
ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM
This form complies with current California statutes regarding notarn wording and,
DESCRIPTION OF THE ATTACHED DOCUMENT if needed,should be completed and attached to the document.Acknowledgments
from other slates may be completed for documents being sent to that state so long
as the wording does not require the California notary to violate California notal)'Contract Services Agreement lair.
Title or description of attached document) State and County information must be the State and County where the document
City of Rancho Palos Verdes signer(s)personally appeared before the notary public for acknowledgment.
Date of notarization must be the date that the signer(s)personally appeared whichTitleordescriptionofattacheddocumentcontinued) must also be the same date the acknowledgment is completed.
The notary public must print his or her name as it appears within his or her
Number of Pages 18 Document Date 2/01/17
commission followed by a comma and then your title(notary public).
Print the name(s) of document signer(s) who personally appear at the time of
notarization.
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural forms by crossing off incorrect forms(i.e.
lie/she/t#iey-is/are)or circling the correct forms.Failure to correctly indicate thisElIndividual (s) information may lead to rejection of document recording.
Corporate Officer The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges. re-seal if a
Title) sufficient area permits,otherwise complete a different acknowledgment form.
Partner(s)Signature of the notary public must match the signature on file with the office of
the county clerk.
El Attorney-in-Fact Additional information is not required but could help to ensure this
Trustee(s) acknowledgment is not misused or attached to a different document.
Other Operational Manager Indicate title or type of attached document,number of pages and date.
Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer-indicate the title(i.e.CEO,CFO,Secretary).
SDIon www N tar ClaS,es o., .>;' 3;: 9st,5 Securely attach this document to the signed document with a staple.
B-146
EXHIBIT "A"
SCOPE OF SERVICES
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.
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
Statement, Section P.2.)
iii. Landscape Services
1. "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.
01203.0005/331718.1
B-147
iv. General Maintenance Services
1. "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 P.4.)
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.S.)
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
01203.0005/331718.1 B-148
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 Order Report (Reference: 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:
01203.0005/331718.1
B-149
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 Each—Maintenance Laborer
I. 3 Each—Litter Laborer
01203.0005/331718.1
B-150
EXHIBIT "A-1"
Annex D—Schedule of Required Equipment
Functional PWS Horse
area Reference
Nomenclature Name Specification Size Power/ Grade Quantity
displacement
Tarp,
Landscape
equipment
16'-20'x
Landscaping P.3. 8.1. Utility trailer
trailer ramp,48"side
8'deck
N/A Commercial 2
rails&warning
beacon
Landscaping P.3. 8.2. Mower
Zero turn
radius, riding
Mulching 60"deck 25Hp Commercial 2
Compact
4WD, PTO,
30Hp toLandscapingP.3. 8.3. Tractor
Utility
loader,& 3-
50Hp
Commercial 1
point hitch
Landscaping P.3.8.3. Box Blade Gannon With scarifier 65" N/A Commercial 1
Rotary
3-point, lift
Landscaping P.3.8. 3. Mower type,540RPM 72" n/a Commercial 1
cutter
pTO
Trailer 6"+feed 25Hp toLandscaLandscapingP.3.8. 4. Brush Chipper
mounted throat 35Hp
Commercial 1
Landscaping P.3.8.5. Chain saw Large 30" bar 50cc Professional 2
20"-
Landscaping P.3.8.5. Chain saw Medium
bar
24
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
01203.0005/331718.1
B-151
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,
box
Commercial 1
hitch,signs
Tarp,light bar,
Landscaping P.3.9.2. Truck Stake bed
lift gate,hitch,
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
General Telescoping 6K,36'lift
Maintenance
P.4.10.1. Fork lift boom,all
height 74Hp Commercial 1
terrain
General John Deere 310
Maintenance
P.4.10.2. Backhoe loader
SI or equal
99Hp Commercial 1
General Equipment
ramps,load
Maintenance
P.4.10.3. Trailer
transport
securement 12 ton Commercial 1
devices
General
Light bar,hitch,
Maintenance
P.4.11.1. Truck Utility bed pipe rack(Van 3/4 ton Commercial 2
optional),signs
Tarp,light bar,
General lift gate,hitch,
Maintenance
P.4.11. 2. Truck Stake bed
tool storage
1 ton Commercial 1
boxes,signs
Tarp,
equipment
General Landscape 16'- 20'x
Maintenance
P.4.11.3. Utility trailer
trailer
ramp,48"side
8deck
N/A Commercial 1
rails&warning
beacon
General
P.4.13.1. Chain saw Large 30" bar 50cc Professional 2
Maintenance
General 20"-24"
Maintenance
P.4.13.1. Chain saw Medium
bar
50cc Professional 2
General
Personal
Maintenance
P.4.13.1. Protective Chaps 6 Ply 32"to 40" N/A Commercial 4
Clothing
General
Personal Head,face,
Maintenance
P.4.13.1. Protective hearing Adjustable N/A Professional 4
Clothing protection
General
P.4.13.2. Pole Pruner Gas powered Adjustable 18'pole 36.3cc Professional 1
Maintenance
General
Personal Head,face,
Maintenance
P.4.13.2. Protective hearing Adjustable N/A Professional 1
Clothing protection
01203.0005/331718.1
B-152
KIPPERTOOLS
GMTK General
General General Mechanic's
Professional 2P.4.13.3. Tool Kit
Maintenance Mechanic Tool Kit 5, P/N:
KIT GMTK-5-BLK
or equivalent.
Coordless
KIPPERTOOL,
General P/N:KIT CDSK-
Maintenance
P.4.13.4. Tool Kit Power Tool
WA-20V-R2 or
Professional 2
Kit
equivalent.
Insulated
KI PPERTOOLS,
General P/N:KIT
Maintenance
P.4.13.5. Tool Kit Electrical
ELECTRICAL or
Professional 2
Tool Kit
equivalent.
portable
Miller Bobcat
General 250 Welder
Maintenance
P.4.13.6. Welder/Generator welder
907500001 or
250 Amp Professional 1
generator
equivalent
General
Personal Helmet,
Maintenance
P.4.13.6. Protective gloves, Professional 1
Clothing leathers
MILLER
SPECTRUM 625
X-TREME
General PLASMA
Maintenance
P.4.13.7. Plasma Cutter
CUTTER WITH
Professional 1
12 FT.XT40
TORCH or
equivalent.
Victor
Professional
General
Portable Torch
Maintenance
P.4.13.8. Torch Oxy/Actyl Outfit W/ Professional 1
Cylinders-
Acetylene or
equivalent.
General 7"x12
Jet model
Maintenance
P.4.13. 9. Band Saw
Horizontal
414459 or 3/4 Hp Professional 1
equivalent.
Jet model
General Floor 35440, 15",
P.4.13.10. Drill Press3/4 Hp Professional 1Maintenancemounted115/230V or
equivalent.
Ingersoll Rand
Gas Portable Air
Compressor—
General
5.5 HP, 11.8
Maintenance
P.4.13.11. Air Compressor Gas powered CFM At 90 PSI, 5.5 Hp Commercial 1
Model#
SS3J5.5GHWB
or equivalent.
01203.00051331718.1 B-153
General
Gas Graco GMAX
Maintenance
P.4.13.12. Paint Sprayer powered, 3900 or 120 cc Professional 1
Airless equivalent.
Werner, P7404
General Step,Type 4 ft Type IAA
Maintenance
P.4.13. 13. Ladder IAA, Fiberglass 4'Professional 1
fiberglass. Platform Ladder
or equivalent.
Werner, P7406
General Step,Type 6 ft Type IAA
Maintenance
P.4.13.13. Ladder IAA, Fiberglass 6'Professional 1
fiberglass. Platform Ladder
or equivalent.
Werner, P7408
General Step,Type 8 ft Type IAA
Maintenance
P.4.13.13. Ladder IAA, Fiberglass 8'Professional 1
fiberglass. Platform Ladder
or equivalent.
Werner,T7410
General Step,Type 10 ft Type IAA
Maintenance
P.4.13.13. Ladder IAA, Fiberglass Twin 10' Professional 1
fiberglass. Ladder
or equivalent.
Werner,T7412
General Step,Type 12 ft Type IAA
Maintenance
P.4.13.13. Ladder IAA, Fiberglass Twin 12' Professional 1
fiberglass. Ladder
or equivalent.
Werner,7806
Extension,
12 ft Type IAA
General Fiberglass
Maintenance
P.4.13.14. Ladder Type IAA,
Combination
12 Professional 1
fiberglass.
Ladder
or equivalent.
Werner,7808
Extension,
16 ft Type IAA
General Fiberglass
Maintenance
P.4.13. 14. Ladder Type IAA,
Combination
16' Professional 1
fiberglass.
Ladder
or equivalent.
Werner, D7120-
Extension,
2 20 ft Type IAA
General Fiberglass D-
Maintenance
P.4. 13.14. Ladder Type IAA,
Rung Extension
20' Professional 1
fiberglass.
Ladder or
equivalent.
Werner, D7124-
Extension,
2 24 ft Type IAA
General Fiberglass D-
Maintenance
P.4.13.14. Ladder Type IAA,
Rung Extension
24' Professional 1
fiberglass.
Ladder Ladder
or equivalent.
01203.0005/331718.1
B-154
Werner, D7128-
Extension,
228ftType IAA
General Fiberglass D-
Maintenance
P.4.13.14. Ladder Type IAA,
Rung Extension
28 Professional 1
fiberglass.
Ladder or
equivalent.
Werner,4101-
Narrow
18 Narrow Span
General
P.4.13.15. Scaffold span,
17 ft 6 in H x 6
17' Professional 1MaintenancepftLPlatform
aluminium
Scaffold Tower
or eqiavalent
4 pc Soft Grip
General
Adjustable
Maintenance
P.4.13. 16. Wrench set Adjustable Wrench Set(6— 6"-12" Commercial 2
12")(Blue-
Point®)
3 pc Adjustable
General Wrench Set
Maintenance
P.4.13.16. Wrench set Adjustable 15"-24" Commercial 2
15-24 )(Blue-
Point®)
TEKTON Tekton
19621 10-pc.
Jumbo
General 1-5/16"to
Maintenance
P.4.13. 17. Wrench set Combination Combination
2"
Commercial 2
Wrench Set
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
01203.0005/331718.1
B-155
Ridgid Heavy-
General
P.4.13.18. Wrench Pipe Duty Straight
48" Commercial 2MaintenancePipeWrenchor
equivalent
Bosch
General
BH2770VCD
Maintenance
P.4.13.19. Jack Hammer Electric Demolition 60 Pound Commercial 1
Hammer or
equivalent
Various
General
hammer steels
Maintenance
P.4.13.19. Jack Hammer Steels for concrete Commercial 1
and asphalt
demolition
Kushlan
Professional
Portable
Electric Direct
General 3.5 Cubic
Maintenance
P.4.13.20. Mixer Cement Drive Cement
Foot
Professional 1
Mixer—3. 5
Cubic Ft.,
Model#350DD
or equivalent.
Nupla 6 ft.
Certified Non-
General
Conductive Post
Maintenance
P.4. 13.21. Digger Post hole Hole Digger 6'Professional 2
with Fiberglass
Handle or
equivalent.
Everbilt 4 in.x 4
in.x 1 ft.
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
Maintenance
P.4.13.23. Tools
Carpentry
measure,speed Various Commercial 1
square, level,
etc.
Bosch 10-in
General
Table Saw
Maintenance
P.4.13.24. Table Saw Portable Model#:4100- 10" Commercial 1
09 or
equivalent.
Bosch 12-in
Sliding
General Compound,
Compound
Maintenance
P.4. 13.25. Miter Saw
sliding
Miter Saw 12" Commercial 1
Model
GCM12SD or
equivalent.
01203.0005/331718.1
B-156
RIDGID 16 Gal.
2-Stage
General Commercial
P.4.13.26. Vacuum Wet/Dry 16 Gal. Commercial 2
Maintenance Wet/Dry
Vacuum or
equivalent.
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
P.4.13.27. Pressure Washer powered, 20"Stainless
3.4 GPM,
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.
01203.0005/331718.1
B-157
EXHIBIT "A-2"
Contractor Provided Materials
Contractor Provided Materials
Functional area PWS Reference Nomendature Name Specification Units Annual Quantity
Landscaping P.3.23.4. Sand Playground Washed plaster sand free of rocks tons annually 60
Engineered Wood Fiber media,which meets ADA,ASTM,
Landscaping P.3.24.1. WoodFiberMedia Playground CPSCandCSAstandards Yards annually 100
Landscaping P.3.27.3 Decomposed Granite Trails/Landscaping Trail and landscape replenishment Yards annually 200
Bolts,nuts,screws,nails,banding&damps,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 CItyWorks. 6 each 6
2000 El 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 Dog Waste equivalent Case of 2000 70
General Maintenance P.4.14.20.Bags Waste Bin Liners 39"x 58"15 Mil Eco Friendly trash liners Case of 100 222
01203.0005/331718.101203.0005/331718.101203.0005/331718.1
B-158
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.
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.
II. 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
01203.0005/331718.1
B-159
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.
01203.0005/331718.1
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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.
01203.0005/331718.1
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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'/2) 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 Sp_S
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 strike4hfough):
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
01203.0005/331718.1
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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-threugh):
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. Section 5.5 titled "Performance and Payment Bonds" is added to read as follows:
Concurrently with execution of this Agreement Contractor shall deliver to the City, the
following:
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 furnishing labor
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:
01203.0005/331718.1
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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 II 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.
01203.0005/331718.1
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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
01203.0005/331718.1
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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 $46,800 140,4001. 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 $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 $121,680 365,040
9. FTEs
SUB TOTAL BID CATEGORY 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)
01203.0005/331718.101203.0005/331718.101203.0005/331718.1
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B. Vehicles and Equipment:
Description Monthly Annual 3 Year Base
Cost Cost Term Cost
SUB TOTAL BID CATEGORY 2—
16,036.61 $192,440 XX
ANNUAL VEHICLES AND EQUIPMENT
SUB TOTAL BID CATEGORY 2—3
YEAR BASE TERM VEHICLES AND XX XX 577,320
EQUIPMENT
C. Contractor Provided Materials:
Description Monthly Annual 3 Year Base
Cost Cost Term Cost
SUB TOTAL BID CATEGORY 3 —
MONTHLY CONTRACTOR PROVIDED 4,905.50 XX XX
MATERIAL COSTS
SUB TOTAL BID CATEGORY 3 —
ANNUAL CONTRACTOR PROVIDED XX 58,866 XX
MATERIAL COSTS
SUB TOTAL BID CATEGORY 3 —3
YEAR BASE TERM CONTRACTOR XX XX S176.598
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:
1. Lease. $80,265/year($240,795 over three years) for Lease.
01203.0005/331718.1
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2. Administrative Costs. Approximately$22,638.84/year($67,916.52 over three
years) for administrative costs, including but not limited to administration of
the Lease, security fencing,taxes, and utilities associates with the Lease. The
City will pay these costs upon submission of valid invoices itemizing such
costs.
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 prorated monthly based on total annual cost
annual cost/ 12 =monthly rate).
C. Line items for all materials shall be prorated monthly 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 authorization(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.
01203.0005/331718.1
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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 II
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.
01203.0005/331718.1 4
B-169
EXHIBIT "D-1"
ANNEX C
DPW Service Request/Work Order Criteria
Service Requests and Work Orders are divided into several groups depending on work classification. 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 customers.Examples would include:mowing of a certain park on a fixed day each week
or painting 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 tedriclans or City Maintenance personnel Unscheduled work is
prioritized as Emergency, Urgent, Routine or Command Directed. Examples would include:
sewer overflows,downed trees or kmbs,burnt out light bulbs or any other type of problem which
needs to be repaired in a timely manner.
Project Work Order—Work which will involve more than 48 man hours or cost more than
5000.00 in materials to complete. This work is not sitiject to the work prioritization
classification, but may 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 by the nature of its scope cannot be classified as a work order.
Unscheduled Work Orders are prioritized according to the following classification definitions:
Emergency-Emergency work takes priority over all other work and requires immediate action,
inducing overtime or diverting craftsmen from other jobs,if necessary,to mitigate the
emergency.Usually,work will be classified as emergency when it consists of correcting
failures/problems,which constitute an krimednate danger to life,health,security or critical
infrastructure.Normal response to emergency work is within 1 hour during normal business
hours and 2 hours after normal business hours.Once started,work wiN continue until
completed or until temporary repairs which aleviate the irrrnec tate danger are completed.
Every effort will be made 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 inconvenience 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 not accomplished,would only continue to be an inconvenient or unsightly
condition.Work in this category will 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
work within calendar 14 days.
01203.0005/331718.1 5
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EXHIBIT "E"
LEASE AGREEMENT
01203.0005/331718.1 6 B-171
A This page is part of your document-DO NOT DISCARD
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FEES: 0.00
TAXES:0.00
OTHER:0.00
PAID: 0.00
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THIS FORM IS NOT TO BE DUPLICATED
B-172
02/ 02/2017
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO: 11111111111111111111111,
20170139658x
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
G 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.
01203.0005/331718.1
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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.
I S v Mr Cfrc,
SfA)(,t COLA—1 1 C
9/ 3 c---0
Attn: _S.-A C-0 b
1.7 Security Deposit. None.
2.0 TERM.
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
01203.0005/331718.1 c
B-174
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 (1st)
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.
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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
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a
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
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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
01203.0005/331718.1 40
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r
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
i
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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
01203.0005/331718.1 laii
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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.
7.0 ABANDONMENT AND SURRENDER.
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.
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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.
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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
01203.0005/331718.1 41.
B-186
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.
01203.0005/331718.1 1
B-187
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.
TENANT: LANDLORD:
STAY GREEN, INC, RANCHO PALOS VERDES,
a California corporation a municipal corporation
By: _ 0 40B
Its: R r Al„ r Mayor
Lei
ATTEST
By:
Its: 9f2 / i c T . toi-
Otr-akaoka, Deputy City,Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By-
David J. A eshire, City Attorney
END OF SIGNATURES]
01203.0005/331718.1 @
B-188
EXHIBIT A
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:
THAT PORT I ON OF BLOCK H, AS SHOWN ON MAP OF THE RANCHO LOS PALOSVERDES, IN THE COUNTY OF LOS ANGELES. STATE OF CALIFORNIA, ALLOTTEDTOOOTHAKBIXBY, EY DECREE IN PARTITION TN THE ACTION *BIXBY, ET AL.VS. VEN, ET AL.", CASE NO. 2373, IN TM DISTRICT COURT OF THE 17THJUDICIALDISTRICTOFTHESTATEOFCALIFORNIA. IN AND FOR THE COUNTYOFLOSANGELESANDENTEREDINBOOR4PAGE57OFJUDGMENTS, IN THESUPERIORCOURTorSAIDCOUNTY, DESCRIBED AS FOLLOWS:
CO NC I NG AT A POINT, SAID POINT BEING THE COUNTY OF LCS ANGELES,TRIANGULATION MONUMENT sky PEDRO HILLS D-7, AND HAVING STATECOORDINATESOFNORTH4,019,330.OS, EAST 4, 164,224.94, SAID POINTBEINGLOCATEDONAPOINTOFLANDNORTfOFPAWSVERDESDRIVE,OVERLOOKING POINT V I CEN TE LIGHTHOUSE; THENCE NORTH 53 DEGREES 31INOTESSeSECONDSEAST415.07 FEET TO THE CENTER OF THE NORTHWESTGUNTURRETofBATTERY240; THENCE NORTH 51 DEGREES 59 MINUTES 13SECONDSEAST55.00 FEET; THENCE NORTH 38 DEGREES 00 MINUTES 47SECONDSWEST56.15 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH36DEGREES00MINUTES43SECONDSEAST19.31 FEET TO THE BEGINNING OFATANGENTCURVECONCAVEcOuTHERLY, HAVING A RAD I CS OF 103.00 FEET;THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 60DEGREES58MINUTES07SECONDS, A DISTANCE OF 111.73 FEET; THENCESOUTH83DEGREES01MINUTES10SECONDSEAST69.38 FEET; THENCE SOUTH86DECREES20MINUTES48SECONDSEAST212.34 FEET; THENCE NORTH 01DEGREES46MINUTES52SECONDSWEST109.94 FEET: THENCE NORTH 81DEGREES44MINUTES11SECONDSEAST278. 53 FEET; THENCE SOUTH 88DEGREES50MINUTES35SECONDSEAST60.40 FEET; THENCE SOUTH 71DECREESSSMINUTES48SECONDSCAST57.e3 FEET; THENCE SOUTH 62DEGREES00MINUTES18SECONDSEAST226. 14 FEET; THENCE NORTH 62DEGREES19MINUTES00SECONDS -EAST 64..1: FEET TO A POINT IN THESOUTHRIGHT-OF-WAY LINE OF HAWTHORNE BOULEVARD, SAID POINT BEING ATANGENTCURVECONCAVENORTHEASTERLYHAVINGARADIOSof550.00 FEETITHENCESOUTHEASTERLYALONGSAIDCURVE, THROUGH A CENTRAL ANGLE OFDEGREES18MINUTES26SECONDS, A DISTANCE OF 22.
1502
SOUTH 62 DEGREES 19 MINUTES 0079.981
FEET; THENCE
SECONDS REST 79.9 S 1 THENCE SOUTH 84DEGREES32MINUTES12SECONDSWEST216.25 FEET; THENCE NORTH 02DECREES24MINUTES09SECONDSWEST55.04 FEET-L EGREES =34 minutes 50 SECONDS WEST 31.16 FEET;
THENCE NORTH 87
THENCE SOUTH 02DEGREES23MINUTES42SECONDSEAST78.06 FEET; THENCE NORTHDEG :ES 00 MINUTES 49 SECONDS WEST 166.47 FEET;
83
DEGREES 20 MINUTES 48 SECONDS WEST
THENCE NORTH 86
212.35 FEET`, THENCE NORTH 83DEGREES01MINUTES10SECONDSWEST69.96 FEET TO A POINT BEINGTANGENTCURVECONCAVESOUTHERLY, HAVING A RAD N US O
A
THENCEWESTERLY ALONGSAID CURVE,
THROUGHT
8S;# FEET;
DEGREES 'S$ MINUTES 0 7 ,,Lr
A CENTRAL ANGLE OF 60SOS, A DISTANCE OF 90.54 FEET; THENCESOUTH36DEGREESCOMMUTES43SECONDSWEST25.04 FEET; THENCE NORTH38DEGREES00MINUTES47SECONDSWEST20430FEETTOTHETRUEOFBEGINNING. POINT
01203.0005/331718.1 1
B-189
EXHIBIT B
LEASED PREMISES
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ow.
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r,
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0 i' -
40
lt,
Stay Green Lease area 26,755 SqFt
IF
1111 - - P iii....i.,..,
01203.0005/331718.1 1
B-190
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
ss.
COUNTY OF 1,41, A/4 it )
On I "i,201 j before me, f4tC(&it,'L,uA public,, a notary
persona ly appeared 6,d y 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.
WITNESS my hand and o cial seal.
MAGDALENA VA NCEr ,N E
z?_-
4,4}
21 Commission No 21218 ZIOLtiII' ll NoTARY PUBLIC-CAL FpRNIA niLOSANGELESCpUNT1rlMyCc,R; Expires AUGUST t 20/9No . !laic
SEAL:
attaTC_Ji
01203.0005/331718.1 1
B-191
i
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF 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 January 26, 2017 before me, Magdalena Vance, Notary Public
Here insert name and title of the officer)
personally appeared Steven Raymond Seely
who proved to me on the basis of satisfactory evidence to be the person(s) whose
names-) Is re subscribed to the within instrument and acknowledged to me that
410.he/they executed the same in 4e) er/their authorized capacity0es), and that by
4410, er/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. MAGDALENA VANCE
1:- . Commission No 2121835 f
WITN ESS myhand and fficial seal. Z ti~ ' NOTARY PUBLiC-CALIFORNIA
LOS ANGELES COUNTY
4 t.":- My Comm Expires AUGUST 1.2019
1 Not.*
r
o1
ttkOtee}
ta blic Signature ary Public Seal)
ADDITIONAL OPTIONAL INFORMATION
ThisINSTRUCTIONS
FOR COMPLETING THIS FORM
form complies with current California statutes regarding notary wording and,
DESCRIPTION OF THE ATTACHED DOCUMENT if needed,should be completed and attached to the document.Acknowledgments
from other states may be completed for documents being sent to that state so long
Lease Agreement asNthe wording does not require the California notary to violate California notary
a
Title or description of attached document) State and County information must be the State and County where the document
City of Rancho Palos Verdes signer(s)personally appeared before the notary public for acknowledgment.
Date of notarization must be the date that the signer(s)personally appeared which
Title or description of attached document continued) must also be the same date the acknowledgment is completed.
The notary public must print his or her name as it appears within his or her
Number of Pages 17 Document Date 2/01/17
commission followed by a comma and then your title(notary public).
Print the name(s) of document signer(s) who personally appear at the time of
notarization.
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural forms by crossing off incorrect forms(i.e.
44e/she/they, is/afe)or circling the correct forms.Failure to correctly indicate thisElIndividual (s) information may lead to rejection of document recording.
Corporate Officer The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges.re-seal if a
Title) sufficient area permits,otherwise complete a different acknowledgment form.
Partner(s)Signature of the notary public must match the signature on file with the office of
the county clerk.
Attorney-in-Fact Additional information is not required but could help to ensure this
Trustee(s) acknowledgment is not misused or attached to a different document.
Indicate title or type of attached document,number of pages and date.Other Operational Manager
Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer,indicate the title(i.e.CEO,CFO,Secretary).
20'15 V e.. i ,.;v::v: o=r; ::,,£<: ,:
orn ': .z7,.{..;_kk,M Securely attach this document to the signed document with a staple.
B-192
STATE OF CALIFORNIA
ss.
COUNTY OF 19511€5
On 1 Z 2011before me, i&e v\ a notary public,
persona ly appeared S44/1..441 y 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.
WITNESS my hand and o ffi ci eal.
I juitt OiLut)
Not is
SEAL:
MAGDALENA VANCE
Commission No.µ121835
Z z;'. ' NOTARY PUBLIC-CALIFORNIA
ri L JS aNGE LES
COUNTY My Cc R, Expires AUGUST 1
B-193
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF 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 January 26, 2017 before me, Magdalena Vance, Notary Public
Here insert name and title of the officer)
personally appeared Steven Raymond Seely
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s)aare subscribed to the within instrument and acknowledged to me that
LIC/.he/they executed the same in4,0 er/their authorized capacity(ies), and that by
er/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.
WITNESS myhand a official seal.
MAGDALENA VANCE
x Commission No 2121835 z •
NOTARY PUBLIC-CALIFORNIA
OS ANGELES COUNTYs '"' A 2019fIMYCommExpirespgyresUGUST1
Not--k/B1 blic Signature Notary Public Seal)
ADDITIONAL OPTIONAL INFORMATION
ThisINSTRUCTIONS
FOR COMPLETING THIS FORM
form complies with current California statutes regarding notary wording and,
DESCRIPTION OF THE ATTACHED DOCUMENT if needed,should be completed and attached to the document.Acknowledgments
from other states may be completed for documents being sent to that state so long
Lease Agreement asthewording does not require the California notary to violate California notary
Title or description of attached document) State and County information must be the State and County where the document
City of Rancho Palos Verdes signer(s)personally appeared before the notary public for acknowledgment.
Date of notarization must be the date that the signer(s)personally appeared which
Title or description of attached document continued) must also be the same date the acknowledgment is completed.
The notary public must print his or her name as it appears within his or her
Number of Pages 17 Document Date 2/01/17
commission followed by a comma and then your title(notary public).
Print the name(s) of document signer(s) who personally appear at the time of
notarization.
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural forms by crossing off incorrect forms(i.e.
he/she/ is/aFe)or circling the correct forms.Failure to correctly indicate this
El Individual (s) information may lead to rejection of document recording.
Corporate Officer The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges,re-seal if a
Title) sufficient area permits,otherwise complete a different acknowledgment form.
Partner(s)Signature of the notary public must match the signature on file with the office of
the county clerk.
Attorney-in-Fact Additional information is not required but could help to ensure this
p Trustee(s) acknowledgment is not misused or attached to a different document.
Other Operational Manager Indicate title or type of attached document,number of pages and date.
Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer,indicate the title(i.e.CEO,CFO,Secretary).
201sv"ersiont 300- 873--9865 Securely attach this document to the signed document with a staple.
B-194
Stay Green Inc,.
The Natural Glloiee
For.Professian,zlLandscape 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 Phone Number(800)858-5508
30940 Hawthorne Blvd Fax Number(877)317-8437
Rancho Palos Verdes,CA 90275 Landscape Contractors License#346620
Sean Larvenz Pest Control Operators License#32488
310-544-5221 Pest Control Advisors License#04181
Certified Arborist License#WC-4375
SIGNATURE: SIGNATURE:
DATE: 2 - /-/ DATE: 12/19/2017
Stay Green Inc.
26415 Summit Circle,Santa Clarita,CA 91350 •(800)858-5508 • (661)291-2800 • Fax:(661)705-2089
A-ww.staygreen.com •C-27,C-61 Licen2wse4346620 L
B-195