Stay Green Inc - FY2025-05301203.0006/1021021.2 1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
STAY GREEN, INC.
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
STAY GREEN, INC.
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into on September 17, 2024 by and between the CITY OF RANCHO PALOS VERDES,
a California municipal corporation (“City”) and STAY GREEN, INC, a California corporation
(“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or
“Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal 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”, as stated in the Proposal, attached hereto as
Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the
“services” or “work” hereunder. As a material inducement to the City entering into this Agreement,
Consultant represents and warrants that it has the qualifications, experience, and facilities
necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose intended.
For purposes of this Agreement, the phrase “highest professional standards” shall mean those
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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 Proposal 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 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those terms
are defined in California Labor Code section 1720 et seq. and California Code of Regulations,
Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall
pay prevailing wages for such work and comply with the requirements in California Labor Code
section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following
requirements:
(a) Public Work. The Parties acknowledge that some or all of 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. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant 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, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages,
and Consultant 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. Consultant 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
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar day,
or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for
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the work or craft in which the worker is employed for any public work done pursuant to this
Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant 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. Consultant 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. Consultant
shall be responsible for compliance with these aforementioned Sections for all apprenticeable
occupations. Prior to commencing work under this Agreement, Consultant shall provide City with
a copy of the information submitted to any applicable apprenticeship program. Within 60 (sixty)
days after concluding work pursuant to this Agreement, Consultant 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. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section
1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any subcontractor
for each calendar day during which such worker is required or permitted to work more than 8
(eight) hours in any one calendar day and 40 (forty) 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 Consultant in excess of 8 (eight) hours per
day, and 40 (forty) 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 1½ (one
and one half) 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, Consultant 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.”
Consultant’s Authorized Initials ________
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(i) Consultant’s Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Consultant 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. Consultant 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.
1.5 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.
1.6 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 in the form of a Change Order.
1.7 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.
1.8 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
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of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of
the other.
1.9 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 Change 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 15% (fifteen percent) of the Contract Sum; or, in
the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a
written Change Order. 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 Consultants. 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.
If in the performance of the Services, the Consultant becomes aware of material defects in
the Scope of Work, duration, or span of the Services, or the Consultant becomes aware of
extenuating circumstance that will or could prevent the completion of the Services, on time or on
budget, the Consultant shall inform the City’s Contract Officer of an anticipated Change Order.
This proposed change order will stipulate the facts surrounding the issue, proposed solutions,
proposed costs, and proposed schedule impacts.
1.10 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 $11,295,936 (Eleven Million Two Hundred Ninety Five Thousand
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Nine Hundred Thirty Six Dollars) (the “Contract Sum”), unless additional compensation is
approved pursuant to Section 1.9.
Beginning with FY 2026-27, Consultant may submit annual rate increases based on the
March 1 Consumer Price Index for Los Angeles-Long Beach-Anaheim, as listed in the US Bureau
of Labor Statistics Tables, increase to be effective July 1 of the same year, not to exceed 5%
increase per year. Rate increase requests must be submitted no later than 60 days prior to the
end of the then-current fiscal year. Failure to timely request a rate increase shall waive
Consultant’s right to that year’s increase.
Compensation through June 30, 2025 shall not exceed $1,766,250.
Compensation for FY 2025-26 shall not exceed $2,211,000.
Compensation for FY 2026-27 shall not exceed $2,321,550.
Compensation for FY 2027-28 shall not exceed $2,437,627.50.
Compensation for FY 2028-29 shall not exceed $2,559,509.
2.2 Method of Compensation.
(a) 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; (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, and (b) the Contract Sum is not exceeded; or (iv) such other methods as may be specified
in the Schedule of Compensation.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This retention
shall not apply for on-call agreements for continuous services or for agreements for scheduled
routine maintenance of City property or City facilities.
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.
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2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, 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-Consultant
contracts. Sub-Consultant 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 45 (forty-five) 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.
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 through a Change
Order, but not exceeding 60 (sixty) 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,
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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 10 (ten) 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 (5) five
years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
“D”). The city at its sole discretion may option to extend the agreement for one (1) year after the
base term has been reached.
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 make all decisions in connection therewith:
Martin McKenna Regional Manager
(Name) (Title)
Scott Godfrey Executive VP Operations
(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 the personnel included in the Proposal 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
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such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
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 Juan Hernandez, Public Works Superintendent, or such
person as may be designated by the Director of Public Works. 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 Consultant of City and shall remain at all times as to City a wholly independent
Consultant 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.
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; all subcontractors included in
the Proposal are deemed approved. 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.
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Transfers restricted hereunder shall include the transfer to any person or group of persons acting
in concert of more 25% (twenty five percent) 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.
Without limiting Consultant’s indemnification of City, and prior to commencement of any
services under this Agreement, Consultant 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. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in
an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that has
not been amended. Any endorsement restricting standard ISO “insured contract” language will not
be accepted.
(b) Automobile liability insurance. Consultant 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 Consultant 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. Consultant 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 Consultant 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. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(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”.
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5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City
as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant 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
Consultant, its agents, representatives, employees or subcontractors.
(c) Primary/noncontributing. Coverage provided by Consultant 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 and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant 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
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant 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). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
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Consultant 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 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 Consultant maintains higher limits than the minimums shown above,
the City requires and shall be entitled to coverage for the higher limits maintained by the
Consultant. 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. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) 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.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’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. Consultant agrees to ensure that its subcontractors,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant 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. Consultant 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 Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’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,
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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. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required liability
policies.
(q) Additional insurance. Consultant 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, 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;
(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
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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.
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 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”)
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prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the Contract
Officer or upon the termination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights of
ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted documents
without specific written authorization by the Consultant will be at the City’s sole risk and without
liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
shall have the right to use the concepts embodied therein. All subcontractors shall provide for
assignment to City of any documents or materials prepared by them, and in the event Consultant
fails to secure such assignment, Consultant shall indemnify City for all damages resulting
therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as
“works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby
deemed “works made for hire” for the City.
6.4 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 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 attorney’s 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.
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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 15 (fifteen) 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 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.
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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
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. 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. 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
of termination without cause pursuant to this Section, the City need not provide the Consultant
with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) 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
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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.
(b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
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.
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.
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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. § 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.
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., Rancho Palos Verdes, 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 72 (seventy two)
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.
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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 relating
to this Agreement which may affect his/her financial interest or the financial interest of any
corporation, partnership, or association in which (s)he is directly or indirectly interested, or in
violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration, or
other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s),
or other conduct or collusion that would result in the payment of any money, consideration, or
other thing of value to any third party including, but not limited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is
aware of and understands that any such act(s), omission(s) or other conduct resulting in such
payment of money, consideration, or other thing of value will render this Agreement void and of
no force or effect.
Consultant’s Authorized Initials _______
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
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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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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 L. Bradley, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William Wynder, City Attorney
CONSULTANT:
STAY GREEN, INC., a California corporation
By:
Name: Chris Angelo
Title: President/CEO
By:
Name: Scott Godfrey
Title: Executive Vice President Operations
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 __________, 2024 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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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 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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EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant shall perform citywide landscaping services as follows and shall use the listed
equipment as a minimum and any other equipment that may be necessary. The City
reserves the right to eliminate or modify any of the work at any time.
Routine Operations Detail Equipment Detail
Team Detail
ROW Team A
Trim plants and ground cover detailing, deadheading, and
removing unwanted plants. Shrubs and tree trimming to
keep traffic visibility city municipal code12.08.030.
Hardscape related to medians- keep it weed-free and trash-
free, and use approved chemical and pre-emergent
applications. Keep roads weed-free in an area of six to
eight feet from the edge of the road. Trim any branches or
vehicles blocking road/pedestrian signs, lights, or
roadways- Keeping traffic visibility. Trimming all shrubbery
back away from the road. Drains and drain swales, keeping
them free of trash & debris. Keep the irrigation system
working correctly and hand water as needed. Further
details in Exhibit A-1 Special provisions.
Crew trucks and trailers.
Mobile devices that can access the City work order system: Weed eaters,
hedge trimmers, chain saws, blowers, hand tools, and pole saws. Traffic
safety warning devices. And any other necessary equipment as detailed
in Exhibit A-1 item 7
ROW Team B
Trim plants and ground cover detailing, deadheading, and
removing unwanted plants. Shrubs and tree trimming to
keep traffic visibility city municipal code12.08.030.
Hardscape related to medians- keep it weed-free and trash-
free, and use approved chemical and pre-emergent
applications. Keep roads weed-free in an area of six to
eight feet from the edge of the road. Trim any branches or
vehicles blocking road/pedestrian signs, lights, or
roadways- Keeping traffic visibility. Trimming all shrubbery
back away from the road. Drains and drain swales, keeping
them free of trash & debris. Keep the irrigation system
working correctly and hand water as needed. Further
details in Exhibit A-1 Special provisions.
Crew trucks and trailers.
Mobile devices that can access the City work order system: Weed eaters,
hedge trimmers, chain saws, blowers, hand tools, and pole saws. Traffic
safety warning devices. And any other necessary equipment as detailed
in Exhibit A-1 item 7
Park Team
Parks - Mowing of all turf areas, edging, line trimming,
blowing of grass cuttings. Skirting trees up to eight feet to
keep all walkways free for pedestrians and up to sixteen
feet for other access. Plants, ground cover, shrubs
trimming, and detailing. Blowing down or sweeping all
landscape-related areas.
Keeping all drains clear and free of debris, keeping all DG
pads in good walking condition, and adding DG when
needed. Fertilizing all turf areas every two months or as
needed. Keep the irrigation system working correctly and
hand water as needed. Further details in Exhibit A-1
Special provisions.
Crew trucks, ride-mowers, and trailers.
Mobile devices that can access the City work order system: Weed eaters,
hedge trimmers, chain saws, blowers, hand tools, and pole saws. Traffic
safety warning devices. And any other necessary equipment as detailed
in Exhibit A-1 item 7
Service Request Team
Service Request team -Intake, receive, and close
electronically through the City's work order system any
service requests generated by City staff to make spot
repairs, vegetation trims, debris removal, and city-wide
maintenance and other duties as assigned.
Crew trucks and trailers.
Mobile devices that can access the City work order system: Weed eaters,
hedge trimmers, chain saws, blowers, hand tools, and pole saws. Traffic
safety warning devices. And any other necessary equipment as detailed
in Exhibit A-1 item 7
Trash /Litter Team
(7 days)Replace all trash receptacle bags and refill all
doggy bag receptacles in all parks, ROWs, beaches, and
trails. Trash/litter periodic patrolling is done on the main
thorough fares, scenic points, and bus stops.
Crew trucks and trailers.
Mobile devices that can access the City work order system: Weed eaters,
hedge trimmers, chain saws, blowers, hand tools, and pole saws. Traffic
safety warning devices. And any other necessary equipment as detailed
in Exhibit A-1 item 7
Irrigation Team
City-wide repair, maintenance, and installation of city
irrigation systems, including but not limited to Parks, ROW,
Medians, and parkways.
Crew trucks and trailers.
Mobile devices that can access the City work order system: Weed eaters,
hedge trimmers, chain saws, blowers, hand tools, and pole saws. Traffic
safety warning devices. And any other necessary equipment as detailed
in Exhibit A-1 item 7
Tree Services Team
Tree service Team - trimming and pruning trees in the City
parks, public right of way, roadway, open space areas,
and trails, as directed by City staff and to meet city
municipal code 12.08.030 and ISA standards.
Crew trucks, boom lights, chippers, and trailers.
Mobile devices that can access the City work order system: Weed eaters,
hedge trimmers, chain saws, blowers, hand tools, and pole saws. Traffic
safety warning devices. And any other necessary equipment as detailed
in Exhibit A-1 item 7
In yard /MISC
Yard Maintenance: Keep the city yard in an orderly and
clean state. Dispose of waste in proper receptacles
daily.Further details in Exhibit A-1 Special provisions.
Water Buffalo (300-500 Capacity)
Tractor John Deere 4052M or equal with attachments scoop, mower,
grader, forklift, ball field dragger.
Dump truck, chipper.
****Furnish all equipment and tools required to effectively and safely
complete the work.
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II. Consultant shall perform the services at the following locations:
General service area map
[continued on next page]
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Trash Receptacle Service Area Map
[continued on next page]
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Tree Service Area Map
III. Consultant shall comply with the Special Provisions, attached hereto and incorporated by
reference as Exhibit A-1.
IV. As part of the Services, the Consultant will prepare and deliver the following tangible work
products to the City:
A. Virtual tour work reports
B. Completed paperwork reports associated with City Service requests, Playground
checklists, Landscape Checklists, Pest control management reports, and Integrated
Pest Management Plan (IPM), including monthly tracking of pesticides and
herbicides.
V. In addition to the requirements of Section 6.2, during the performance of the Services, the
Consultant will keep the City appraised of the status of performance by delivering the
following status reports:
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A. Daily Work report in a form approved by the city.
B. Weekly/Monthly Work Reports in a form approved by the City
VI. All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City.
VII. Consultant will utilize the following personnel to accomplish the Services:
A. Martin McKenna, Regional Manager
B. Scott Godfrey, Executive Vice President Operations
C. Oscar Lavenant, Account Manager
D. Arturo Ibarra, Production Manager
E. Carlos Rodarte, Project Manager
F. Other staff as authorized by the contract officer
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EXHIBIT A-1
SPECIAL PROVISIONS
1 - NOTICE TO PROCEED
Upon award of this contract and signing the contract documents, the City
shall issue the Contractor a Notice to Proceed. The contract period shall
commence on the date in the Notice to Proceed. Working days are defined as
Monday through Friday, with the exception that no work may take place on the
following City holidays or designated observed days by the City :
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Day after Thanksgiving Day
Christmas Eve
Christmas Day
In addition, no work will be allowed on any special election day which may be
declared. The City will not authorize any work to be done under these Specifications
before the contract agreement has been fully executed, and any work that is done by the
contractor in advance of such time shall be considered as being done at Contractor's own
risk and responsibility, and as a consequence will be subject to rejection by not having
been done in the presence of the Director of Public Works or Inspector as provided in
Section 2-10 of the Standard Specifications.
In the event that the Director of Public Works shall be of the opinion that the work
is being inadequately or improperly executed in any respect, he/she may demand that the
Contractor improve or change the execution of the work in such manner as to assure
proper and timely completion.
2 - UTILITIES
It is anticipated that existing utilities will not interfere with the Contractor's
operations. However, the Contractor shall exercise due care to ensure that these
utility facilities are not damaged during his operations. The Contractor shall take
steps to ascertain the exact location of all underground facilities prior to doing
new excavation/irrigation work that may damage such facilities or interfere with
their service. If the Contractor discovers underground facilities not indicated on
the Plans or in these Special Provisions, he shall immediately give the Director of
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Public Works written notification of their existence. Such facilities shall be
protected from damage as directed by the Director of Public Works, and the
Contractor will be paid for such work as extra work.
The Contractor may need to notify the following utility companies prior
to the beginning of any excavation work:
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AGENCY TELEPHONE NUMBER
City of Rancho Palos Verdes (310) 544-5252
Southern California Edison Co. (800)655-4555
California Gas Co. (800) 427-2200
Verizon 908-559-2001
California Water Service Co. (888) 598-9824
Cox Communications 1-800-234-3993
County of Los Angeles, Dept. of Public Works (storm drain) (626) 458-4152
County of Los Angeles, Dept. of Public Works (sewer) (626) 458-5100
Sanitation District of Los Angeles County
3 - STREET CLOSURES
(562) 699-7411
No closure of any street shall be allowed unless prior written permission is
obtained from the Director of Public Works. If permission to close a street is
granted then the Contractor is required to notify in writing at least four (4) working
days in advance of street closures, all emergency services, public transportation
services, garbage collections services, and school bus services, and other agencies
as determined by Department of Public Works shall be notified by the contractor
in writing of the locations, time and date of the closures. In case of schedule
changes, the emergency services, etc., shall be notified by telephone at least two
(2) days in advance of the street closure.
For construction in the vicinity of a school, the Contractor shall contact
the Los Angeles School District, obtain a school schedule, and school circulation
plan and incorporate information into the project's schedule and traffic control.
AGENCY TELEPHONE NUMBER
Peninsula Fire Department #106 (310) 377-9523
Los Angeles County Sheriff's Department (310) 539-1661
MTA (bus) (213) 626-4455
LA County Fire Department (323) 881-2411
Los Angeles School District (213) 241-1000
PV Transit (310) 544-7108
Peninsula Dial-A-Ride (310) 544-7108
Postmaster (310) 541-0624
EDCO Waste (310) 540-2977
Palos Verdes Unified School District (310) 378-9966
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4 - PUBLIC CONVENIENCE AND SAFETY
General: Public convenience and traffic control shall conform to applicable sections
of the Standard Specifications for Public Works Construction, the California MUTCD, and
the MUTCD California Supplement, latest edition, except as modified by these Special
Provisions. Warning and Protection Devices: The Contractor will be responsible for
providing, placing, and maintaining approved signs, barricades, pedestals, flashers,
delineators, fences, barriers, flaggers, and related safety equipment in work zones. The
Contractor will supply and post “Temporary No Parking” signs 72 hours before the start
of work in public streets.
Traffic Control: No traffic control plan is needed for residential streets. Traffic
control implementation shall follow the requirements of Section 7-10 of the Standard
Specifications and the referenced Caltrans manual and the California MUTCD, latest
edition.
No street closure shall be allowed without advanced written approval from the
Engineer. The Contractor shall maintain through traffic at all times unless approved by the
Director of Public Works or his representative. Flaggers with hand-held communication
devices, proper safety vests, and signage shall be required at all times wherever the useable
roadway does not allow at least a 20’ width for two-way traffic to ensure the safe passage
of motorists at all times, via alternating one-way traffic at. Continuous driveway access
shall be required at all times, except when specific written permission is provided to do
otherwise.
Allowable working hours in residential streets shall be between the hours of 7:00
a.m. and 4:00 p.m. Variations from these working hours and lane closure restrictions will
only be allowed if specifically provided in writing by the City and MAY allow for the
option of longer working hours.
All necessary traffic control devices shall be in place prior to the start of work. The
Contractor shall field check all temporary traffic control signs, barricades and other devices
to ensure their continuous proper maintenance and conformance to the plans and
specifications (including weekends and holidays). The Contractor shall so conduct his
operations as to offer the least possible obstruction and inconvenience to public traffic.
Contractor shall provide a clear and unobstructed view of all traffic control signs, signals,
or markers. Existing signs shall be covered when necessary to comply Section 7-10 of the
Standard Specifications and the referenced Caltrans manual and the California MUTCD.
When construction signs are not in effect, they shall be removed, covered, or relocated out
of the driver’s view. Traffic control devices shall be in place prior to the beginning of any
workday.
The order of work and phasing requirements, except where otherwise specifically
required by the plans and specifications, shall be determined by the Contractor who shall
be solely responsible for coordinating all subcontract and prime contract work to minimize
delays during construction. The Contractor shall maintain access for emergency vehicles at
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all times on all streets. All traffic control layouts and work sequence instructions shall be
developed to account for continuous emergency vehicle access and driveway access.
No street restrictions shall be allowed without advanced written approval from the
Director of Public Works. Certified flaggers with hand-held communication devices,
proper safety vests and signage shall be required at all times wherever the useable roadway
is restricted, to ensure for the safe passage of motorists at all times. Certified flaggers are
required where travel lanes in each direction cannot be maintained.
The Contractor shall be required to provide and maintain all necessary flaggers,
barricades, delineators, signs, flashers, and any other safety equipment as set forth in the
latest publication of the California MUTCD, or as required by the Director of Public Works
to ensure safe passage of traffic. Impacts to the right of way that remain overnight shall
incorporate appropriate flashers for barricades and reflective delineators.
Flasher-equipped barricades and other barriers left in operation beyond the normal
work hours, as prescribed, shall be solar/battery-powered only.
Failure or refusal by the Contractor to comply with the requirements of this section
shall be sufficient cause for the City to order the work done by others and all costs thereof
to be borne by the Contractor.
If the Contractor is found to be negligent in furnishing warning and protective
measures as detailed above, the City may direct the Contractor’s attention to the hazard and
it shall be the Contractor’s responsibility to furnish and install the necessary warning and
protective measures at his/her expense. Should the City point out the inadequacy of
warning and protective measures, such action on the part of the City shall not relieve the
Contractor from responsibility for public safety or abrogate its obligation to furnish and
pay for these devices.
5 - SANITARY CONVENIENCE
Necessary sanitary facilities for the use of workmen on the job shall be provided,
when necessary, and maintained in an approved manner by the Contractor, properly
secluded from public observation and in compliance with health ordinances and laws, and
their use shall be strictly enforced by the Contractor. Any workman who fails to use the
sanitary facilities as intended shall be removed from the project site permanently at the sole
discretion of the Engineer.
6 – MAINTENANCE YARD
It shall be the Contractor's responsibility to locate any storage sites for materials and
equipment needed, and such sites, either located on public or private property, must be
approved in advance by the Director of Public Works or his authorized representative. The
City requires the Contractor to lease and use a portion of the City's corporate yard as its
main maintenance yard and base of operations. When permission is given to use a city site,
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the Contractor shall repair any damage as a result of its operations, and any repairs will
restore the site to new and non- pre-existing conditions. The City expects the contractor to
remove green waste from work sites daily. The Contractor may bring all green waste to the
designated waste site immediately adjacent to the leased area in the city corporate yard.
Green waste is required to then be disposed of in designated green waste bins either
manually or with equipment. This site's general cleanliness shall be the contractor's
responsibility as determined by the Director of Public Works and/or his representative.
When storage sites are to be located upon private property, the Contractor shall
submit to the Director of Public Works or his authorized representative, written approval
from the record owner authorizing the use of the property by the Contractor. The Contractor
shall contact the appropriate City Planning Department to determine if using the site as a
stockpile area is allowed. After the project is complete, the Contractor shall supply a
written release signed by the owner of the record that said property had been satisfactorily
restored in order to provide assurance to the City that no later property owner claims will be
filed by residents whose property has allegedly damaged by the Contractor and not repaired
to their satisfaction. The City will provide the Contractor with a sample release form upon
request.
7 - EQUIPMENT AND TOOLS REQUIREMENTS
The contractor shall furnish all equipment and tools required to safely complete the
work and avoid, if possible, conducting any on-site maintenance or repair of said
equipment. Necessary minor maintenance may be conducted on-site; however, all
maintenance and/or repairs shall be completed Monday through Friday between the hours
of 7:00 a.m. and 4:00 p.m. All oil changes and fluid exchange of vehicles shall be conducted
away from the City property. Fueling and minor maintenance shall be in compliance with
the City’s NPDES requirements.
All equipment and tools shall be in good repair. Equipment from which leaks of
oil, hydraulic fluids, coolant, etc., are observed shall be removed from service until the
necessary repairs have been completed.
Upon issuance of the Notice to Proceed, the Contractor shall submit a list of
vehicles and equipment used, including license plate numbers for said vehicles, in
completing the work described in the project scope. All equipment shall be newer when
available, and in proper working order. Additionally, assigned vehicles to the city shall be
equipped with global positioning satellite (GPS) tracking software. The City reserves the
right to audit vehicle activity reports and request spot check verification. At no time shall
the contractor allow for insufficient equipment or tools. If assigned equipment is in
disrepair or out of service, the contractor shall provide an alternative piece of equipment
like for like within 24 hours at no additional cost to the city. All equipment used by the
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Contractor in the performance of the work shall be subject to inspection and rejection by
the City.
8 - PRESERVATION OF PROPERTY
Existing improvements in areas adjoining the locations whereon maintenance
activities are being performed shall be protected from injury or damage resulting from
operations of the Contractor. In like manner any building, structure, tree, shrub, or other
item in the vicinity of the Contractor's operation, shall be similarly protected and preserved.
9 - NPDES COMPLIANCE/WATER POLLUTION CONTROL
Water pollution control shall consist of complying with all laws and regulations
related to stormwater and complying with the Contract Documents, and orders of the
Director of Public Works or his authorized representative. Said work is intended to
provided prevention, control and abatement of water pollution to streams, oceans and other
bodies of water. Full compensation for conforming to the requirements in this entire section
shall be considered as included in the prices paid for the various contract items of work, and
no additional compensation will be allowed therefore.
Housekeeping/Cleanup: The Contractor shall prevent pollution of stormwater from
cleanup and disposal operations by using best management practices and good
housekeeping methods. When fluids or dry materials spill, cleanup should be immediate,
thorough, and routine. The Contractor shall never attempt to “wash them away” with water,
or bury them. The Contractor shall report significant spills to the appropriate spill response
agencies immediately. The Contractor shall recognize that different types of materials have
different disposal requirements and follow appropriate practices. The Contractor shall
confine non-hazardous debris to dumpsters, covered at night or during wet weather, and
taken to a landfill for recycling or disposal. The Contractor shall handle hazardous debris
in accordance with specific laws and regulations and dispose of as a hazardous waste. A
separate permit is required. Common hazardous debris found on construction sites are:
(Liquid residues from paints, thinners, solvents, glues, and cleaning fluids. Leaching
agents form lumber such as formaldehyde, arsenic, copper, creosote and chromium, motor
oil, gear oil, antifreeze fluids, brake fluids, etc., unused pesticides.)
Sanitary Waste Management: The Contractor shall prevent the discharge of
sanitary waste to storm water by providing convenient, properly located, well maintained
facilities. The Contractor shall hire a licensed portable sanitary facility leasing company
which will clean the facilities regularly and keep them in good working order. The
Contractor shall make sure that portable sanitary facilities are located on relatively level
ground away from traffic areas, drainage courses, and storm drain courses, and storm drain
inlets. The Contractor shall regularly inspect the facilities for any leaks, and have defective
units replaced.
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Vehicle and Equipment Management: The Contractor shall use and maintain
construction vehicles and equipment in a manner that prevent leaks and spills of fluids,
contains wash waters, and controls off-site tracking. The Contractor shall not allow leaking
vehicles and equipment on- site and shall inspect equipment and vehicles frequently for
leaks and repair them immediately. The Contractor shall clean up spills and leaks promptly
with absorbent materials, and shall not flush with water.The Contractor shall fuel, maintain,
and repair vehicles and equipment off-site whenever possible, and on-site only in
designated areas. The Contractor shall prevent run-on and run-off from designated areas,
provide containment devices and cover if necessary.The Contractor shall wash vehicles
and equipment off-site in designated, contained areas, in accordance with all applicable
laws and regulations. The Contractor shall use phosphate-free, biodegradable soaps, and
steam clean in confined areas only.When not in use, the Contractor shall store equipment
and vehicles in designated contained areas and place drip pans and absorbent material
under stored equipment that is prone to leaking and dripping. All oil changes and fluid
exchange of vehicles shall be conducted away from City property. Fueling and minor
maintenance shall be in compliance with the City’s NPDES requirements. All equipment
shall be in good repair. Equipment from which leaks of oil, hydraulic fluids, coolant, etc.,
are observed shall be removed from service until the necessary repairs have been
completed.If a fluid spill occurs on City property or in the public right of way, the
Contractor must collect the spilled fluid and dispose of it in accordance with all applicable
laws and regulations. The Contractor shall collect all spent fluids, store them in separate
containers, and dispose of them away from City properties in accordance with all
applicable laws and regulations.
Surface and Subsurface Water Control: The Contractor shall prevent the
discharge of pollutants to stormwater from surface and subsurface waters in accordance
with all applicable laws and regulations.
For surface water control operations where the flow is routed to bypass the
construction area, establish stable (erosion-resistant) conveyance routes for the diverted
flow. Trap any significant sediment (e.g., mud) generated by the rerouted flow in a sediment
trap, filtering berm, or basin.
In subsurface pumping or other subsurface water control operations where
significant amounts of sediment (e.g., mud) are present in the removed water, capture the
sediment in a sediment trap, filtering berm, or basin.
If a sediment trap or basin is required for the surface or subsurface water control
operations, the facility should be designed such that the sediment is settled or trapped in
the facility prior to discharging of the water.
In areas suspected of groundwater pollution, sample the groundwater near the
excavation/pumping site and have the water tested for known or suspected pollutants at a
certified laboratory. Any proposed discharge of groundwater may be subject to
requirements of the Regional Water Quality Control Board if water is discharged to
groundwater or land.
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Full compensation for conforming to the requirements in this section shall be
considered as included in the prices paid for the various contract items of work, and no
additional compensation will be allowed therefore.
10 - SAFETY, SANITARY AND MEDICAL REQUIREMENTS
The Contractor, his employees, his subcontractors and their employees shall
promptly and fully comply with all applicable laws and regulations related to safety,
sanitary and medical requirements; and be in compliance with the requirements of any
regulatory bodies with jurisdiction. In case any such regulations and orders are not
observed by the Contractor, they may be enforced by the Director of Public Works at the
Contractor's expense.
11 - ELECTRICAL POWER
For all field operations, unless otherwise provided in these Special Provisions, the
Contractor shall provide, at his own expense, all necessary electrical power required for
his operations under the contract. The contractor shall reimburse the City $100 dollars per
month for electrical costs associated with corporate yard operations.
12 - AIR POLLUTION CONTROL
The Contractor shall comply with all air pollution control rules, regulations,
ordinances and statutes which apply to any work performed pursuant to the contract,
including any air pollution control rules, regulations, ordinances and statutes specified in
Section 11017 of the Government Code.
In the absence of any applicable air pollution control rules, regulations, ordinances
or statutes governing solvents, all solvents including, but not limited to the solvent portions
of paints, thinners, curing compounds, and liquid asphalt used on the project shall comply
with the applicable material requirements of the County Air Pollution Control District. All
containers of paint, thinner, curing compound or liquid asphalt shall be labeled to indicate
that the contents fully comply with said requirements.
13 - PROJECT APPEARANCE
The Contractor shall maintain a neat appearance to the work area. The Contractor
shall clean all areas dirtied by maintenance operations at the end of maintenance activities
or at the end of the workday, whichever occurs first.
In any area visible to the public, the following shall apply: When practicable, debris
and waste developed shall be disposed of concurrently with its removal. If stockpiling is
required, the material shall be placed in an area which does not impact public or private
landscaping or irrigation and the material shall be removed or disposed of daily. Should
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the Contractor appear to be neglectful or negligent in maintaining a clean project site, the
Director of Public Works may direct the Contractor’s attention to the existence of such
condition(s). The Contractor shall provide all necessary measures immediately, at his
expense. Full compensation for conforming to the provisions in this section shall be
considered as included in prices paid for the various contract items of work involved, and
no additional compensation will be allowed therefore.
14 - WORK HOURS
The Contractor's working hours shall start at 7:00 a.m., Monday through Friday,
and shall be a total of 8 hours of work. Deviation from normal working hours will not be
allowed without the prior consent of the Director of Public Works and or his representative.
If work is permitted after sunset, the Contractor shall provide, at its expense, adequate light
for proper prosecution of the work for the safety of the workmen and the public, and for
proper inspection.
15 – CONTROL METHODS
All vegetation control methods shall conform to the California Department of Food
& Agriculture laws and regulations. In addition to spraying operations, the Contractor shall
be responsible for manually trimming or hedging weeds that are 3” or greater in height.
Manual operations shall be included in the cost proposal for routine maintenance. All spray
tanks shall be closed systems. No restricted chemicals, including glyphosate-based
chemicals, shall be permitted for use in the city of Rancho Palso Verdes. The contractor shall
be required to submit a written recommendation (from a State licensed Pest Control
Advisor) prior to the commencement of the application of chemicals. The Contractor shall
be responsible for completing and filing monthly usage reports to the State. All pesticide
and herbicide applicators shall be properly licensed by the State. Herbicides shall not be
used on any surfaces where human or pet contact is likely, including but not limited to
Parks, walking trails, and pedestrian-accessible right of way. All vegetation growing within
the boundaries of the work locations, including the cracks and joints of all hardscapes, shall
be controlled.
16 TREE MAINTENANCE AND TRIMMING
Height: The Contractor is responsible for trimming trees in the City parks and in
the public right of way under routine maintenance. Lower branches of trees shall be
removed to meet height requirements of sixteen (16) feet in the roadway and eight (8) feet
over sidewalks as described under RPV Municipal code 12.08.030. The contractor field
representative may be instructed by a City staff member prior to trimming trees.
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Specifications: All pruning and staking shall conform to the International Society of
Arborists (ISA) standards and specific directions by the City’s staff arborist. The Contractor
shall not top any tree unless specifically directed by the City staff.
Trimming: Trees shall be trimmed at appropriate times of the year based on the
species of the tree and the needs of the City.
Fallen Trees: Discovered fallen trees by any cause shall be re-staked, guy-wired, or
removed within 24 hours. Large trees that are downed are to be reported to City staff
immediately upon discovery.
Staking: Regular inspections of tree stakes, but at least one time per quarter. Tree
stakes that are loose or broken are to be replaced upon discovery. Tree stakes are to be
removed by the contractor when trees can support themselves. Any trees damaged due to
stakes, ties or braces will replaced by the contractor at no additional cost to the City.
Trees will be staked per ISA standard specifications using two (2) stakes per tree,
and the stakes shall be pentachlorophenol-treated lodge pole pine. Stakes shall be placed
vertically 8–10-inches from the tree trunk and shall not rub against any part of the tree
during windy conditions.
Trees shall be tied per industry-standard specifications using materials and methods
approved by the City’s staff. Ties will be checked frequently, retied, or removed to prevent
girdling.
Tree Wells: Maintain a 24-inch tree well around all trees to avoid damage to trees
from weed eaters, etc. Tree wells are to be maintained weed-free; no chemical edging is
permitted in tree wells.
The Contractor shall be required to remove all tree suckers and to skirt trees (lower
16’) to maintain sight clearance for pedestrian and vehicle traffic. Contractor shall also be
required to replace and/or remove damaged, leaning or unnecessary tree stakes. Cost for tree
maintenance shall be included in the agreed price for routine maintenance.
18 – SHRUB MAINTENANCE
Contractor shall maintain shrub heights and growth patterns to within planter and
median confines. Shrub height will be maintained to provide vehicle sight distances and
legibility of traffic signage. All shrubs shall be fertilized in accordance with the minimum
frequency schedules.
19– IRRIGATION SYSTEM MAINTENANCE
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Contractor shall be required to maintain all irrigation system components from the
service meter for the landscape areas. The irrigation system shall be field tested once per
week and all water cycles and start times shall be controlled to provide adequate water for
the needs of the plant material and to minimize overspray onto surrounding pavement. All
damage to the irrigation system shall be reported to the City on a weekly basis and repairs
are to be completed within 24 hours. The contractor shall be responsible for any damage
resulting from their maintenance, and no additional compensation shall be provided. The
City will reimburse the Contractor for all damage due to vandalism, traffic accidents.
Manual irrigation and hand watering shall be required as needed by the Contractor to
maintain the health and vigor of the plant material. Manual irrigation shall be included as
part of the Scope of Work and no additional compensation shall be provided to the
Contractor.
20 – LITTER REMOVAL
The Contractor shall be required to remove all litter, trash, and debris from all work
locations at city parks, right of way, beaches, trails, and city open spaces.
21 – PLANTER MAINTENANCE
The Contractor shall be required to maintain all planters and medians in accordance
with the Minimum Frequency Schedules. At no time shall the Contractor allow the plants
to grow to impede vehicle and/or pedestrian sight clearances. Plants and shrubs shall be
pruned to maintain a natural appearance or be restricted to the size of the planter. All
groundcover plants shall be neatly trimmed along the edge of the curb face. Planters shall
be kept weed-free at all times. Excess leaves and pine needles shall be removed as needed
to provide a neat appearance. At the end of the blooming cycle all flowering plants shall
be “dead headed” to remove spent blossoms and flowers. As needed or directed by the
City, dichotomized shrubs shall be split to reduce them in size. Plants that have been split
may be required to be replanted in a new location. The cost for replanting due to lack of
routine maintenance shall be included in the agreed-upon price for routine maintenance,
and no additional compensation shall be provided to the Contractor.
22 – NATIVE AREAS
All native medians shall be routinely trimmed to maintain grasses and native plants.
Borders shall be cleared a minimum of 20” from the curb or as directed by the City.
23 - MAINTENANCE METHODS
The Contractor shall be knowledgeable with the plants and irrigation systems
specific to the City and geographic areas within the City.
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24 – MEASUREMENT AND PAYMENT
Payment shall be made to the Contractor on a monthly basis for all work performed
to the satisfaction of the Maintenance Superintendent within 45 days of a complete and
accurate invoice by the Contractor. The Contractor shall be required to provide one
monthly invoice for all work performed, with locations and costs for each location listed
separately as shall be shown in the Contractor’s proposed fee schedule. All requests for
payment of Damage/Repair or Extra Work must be accompanied by the City’s written
authorization for such services. All work not billed to the City within thirty (30) days of
completion by the Contractor shall be subject to non- payment by the City.
Payment Withheld/deducted.
The City may withhold and/or deduct payment to such extent as may be necessary
to protect the City from loss due to:
a) Work required in the specifications which is defective, incomplete or not performed.
b) Claims filed or reasonable evidence indicating probable filing of claims for
damages caused by the Contractor to private or public property.
c) Failure of the Contractor to make payments properly to employees,
subcontractors or vendors for materials or services provided.
d) Expenses incurred by the City to perform work required in the specifications
that is defective, incomplete or not performed.
e) Failure to participate in and respond to the scheduled maintenance inspections.
f) Costs incurred by the City due to extra administrative costs for additional
inspection and subsequent correspondence/notifications.
g) Failure to submit weekly /month work status reports in a form approved by the city .
These actions shall not be construed a penalty but as an adjustment of payment to
the Contractor for only the work actually performed, or at the cost of the City for
inspections and other related costs from the failure of the Contractor to complete the work
according to contract documents. $250 per day shall be deducted from monthly payments
for every day that reports and schedules are not submitted to the City.
25 – INSPECTIONS
The inspection and administration of the contract work will be made by the City
staff, such as the City Inspector, Lead Maintenance Worker, Maintenance Workers, and
the Maintenance Superintendent, reporting to the Director of Public Works.
Any and all questions arising regarding the performance of the work shall be
directed to City staff If the question cannot be answered, or if the answer is unacceptable,
it will be referred by to the Maintenance Superintendent.
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The Contractor shall accompany City staff on an inspection tour of all areas of
responsibility as requested by the City, whereupon any maintenance deficiencies will be
noted. All deficiencies noted are required to be corrected immediately.
All deficiency notices and calculations of payment deductions shall originate with
the Inspector and be authorized by the Maintenance Superintendent.
26 – SUPERVISION BY THE CONTRACTOR
The Contractor shall give efficient supervision to the work, using his best skill and
attention and shall provide and keep the work site at all times during its progress a
competent crew leader/foremen and any necessary assistants. All directions of the
Inspector or authorized representative shall be received and obeyed by the crew leader /
foreman in charge of the particular work; and all such directions given shall be as binding
as if given to or by the Contractor in person. The Contractor’s crew leader / foreman shall
be English-speaking and shall report to the Maintenance Superintendent each morning
(Monday through Friday) between the hours of 7:30 a.m. and 8:30 a.m. to receive any
special instruction or to address any maintenance concerns.
27 - SAFETY
The contractor shall be responsible for providing a safe workplace and for
compliance with all applicable laws, standards, and regulations of any agency with
jurisdiction; including but not limited to the California Occupational Safety and Health
Act (Cal OSHA), Federal Occupation and Safety Health Act (OSHA), California Division
of Industrial Safety Orders (CDIS). No work shall be performed without traffic control
devices in place. The City standard is the California Manual for Uniform Traffic Control
Devices and the State of California Department of Transportation (Cal-Trans) Traffic
Manual, commonly referred to as the WATCH Manual. The contractor shall make every
effort to keep driveways open during working hours.
28 - TIMING REQUIREMENTS
The contractor will be required to complete landscape maintenance services as
scheduled. This includes issued service requests tickets via the city's City Works service
request tracking system. The contractor is responsible for entering service request details
electronically and closing out service request tickets daily. At no time shall a vendor fail
to perform their contractual duties. Failure to perform maintenance will constitute a breach
of contract and the contract will be terminated in thirty (30) days with an issuance of
Notice to Terminate.
29 - EMERGENCY NUMBERS AND CALLOUTS
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The contractor shall be able to receive and respond immediately to calls of an
emergency nature during regular working hours. Outside of established working hours,
calls of an emergency nature obtained by the city may be referred to the contractor for
immediate disposition. The Contractor must provide the names and phone numbers of
responsible persons representing the contractor for emergency response. The Contractor
shall also be responsible for responding on-site to emergency calls within two hours.
30 - LICENSE AND PERMIT REQUIREMENTS
Contractor shall possess and maintain the following during the term of the contract:
a. C-27 Landscape Contractors License and C-49 Tree California contractor’s license.
b. Pest Control Applicator’s license (QAL) from the Dept. of Pesticide
Regulations (DPR), State of California. Note: Contractor shall also obtain all local
agency pest control licenses/permits as required.
c. City Business License and a City-issued right-of-way encroachment permit.
Contractor shall also possess and maintain any other licenses and permits required
by law or regulation of any agency with jurisdiction.
31 - DRESS CODE AND APPEARANCE
The contractor shall be required to provide uniforms for personnel assigned to the
City. Sufficient quantities of uniforms shall be provided to present a neat and clean
appearance for the maintenance personnel at all times. Contractor personnel shall wear
uniforms with the Company name at all times. Vehicles will be clean, neat in appearance
and have the company’s logo and information displayed prominently. All of the
contractors’ vehicles while working in the City will display a sign in a prominent location
that states, “Under Contract with the City of Rancho Palos Verdes.”
31 – MINIMUM LANDSCAPING STANDARDS:
All landscaping improvements shall conform to Section 800 and Section 801 of the
Standard Specifications for Public Works Construction. All mowing and trimming in the
Public Right of Way shall conform to Caltrans Maintenance Standards (Chapter 4, Section
20 of Caltrans Construction Manual).
32 – TURF MAINTENANCE
Roundup/Glyphosate-based products shall not be used on any surfaces or planting
area within the city, including but not limited to Parks, walking trails, and pedestrian-
accessible right of way.
Contractor shall:
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• Mow scheduled once weekly.
o Maximum mowing heights (may be modified in the future):
*2-3" during cool season (daytime highs consistently below 75°F)
*3-4" during warm season (daytime highs consistently above 75°F)
• Mow additionally for (3) Special Events or City requests at each park site that
are in addition to the standard weekly mowing. The city will provide the
Contractor at least 1 week in advance of each of these requested additional
mowing days.
• Edge of all turf perimeters shall occur weekly.
o Herbicides shall not be used as a means of providing edging.
• Maintain full turf coverage.
• Keep turf weed free.
• Bare areas shall be scarified, seeded and top dressed when observed.
• Remediate safety hazards, such as holes or ruts in turf areas immediately. Fill
with 50/50 soil, firmly hand tamper, and feather into existing grades. Over seed
with approved seed mix.
• Remove and/or mulch in place all visible grass clippings after each mowing is complete.
• Aerate and fertilize twice annually. First aeration shall occur by the end of May,
and the second aeration shall occur by the end of October.
• Fertilize at the recommendations provided within the agronomic soils test.
• Inspect thatch layer regularly and remove to the satisfaction of
the Maintenance Superintendent.
• Test soil as requested by city.
• Inspect weekly for insects, disease, and stress and respond to outbreaks within 24 hours.
Playfield Maintenance:
• Contractor shall drag all infield surfaces on a minimum monthly basis.
• Infield areas shall be kept free of weeds at all times.
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Playground Maintenance:
• Contractor shall keep play area surfaces walkable and free of weeds and debris.
• Contractor shall rotor till wood fiber chips on a weekly basis or as specified by staff.
• Contractor shall fill in divots with an approved wood play fiber in the
playground areas on an as needed basis.
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EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
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 LaborPayment 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 materialspayment 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 laborspayment 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.
III. 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 the CAR, the
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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 $500 per day the Contractor does
not comply with the Agreement. Cure Notices require the complete and immediate attention of
the Contractor. Failure of the Contractor to resolve the Cure Notice within fifteen (15) days of
notification, or such period as the Contract Officer shall prescribe, may result in suspension or
termination of the contract.
(e) Nothing herein shall be construed as limiting City’s right to terminate the
Agreement for default by Contractor or otherwise limit the City’s enforcement rights or remedies
the Agreement. Furthermore, nothing herein shall be construed as requiring City to impose
liquidated damages prior to terminating or taking other action.”
IV. Section 9.8, Lease of City Property, is hereby added as follows:
9.8. Lease of City Property.
Contractor and City shall enter into the Lease Agreement attached hereto as Exhibit “E”
through which Contractor will lease property at City Hall from which to conduct the services
described herein. The Lease Agreement shall be co-terminus with this Agreement.
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EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the services the following rates, which span a 12-month
period and will be valid through June 30, 2026. The compensation for the remainder of FY
2024-25 will be prorated based thereon.
[materials total breakdown on next page]
Work Force Routine Maintenance Rates
Labor Team Positon/Title REG RATE EST YEARLY HOURS EST YRL COST
ROW A TEAM
ROW A Staff Crew Leader 46.09$ 2080 95,867.20$
ROW A Staff Gardener 35.75$ 2080 74,360.00$
ROW A Staff Gardener 35.75$ 2080 74,360.00$
ROW A Staff Gardener 35.75$ 2080 74,360.00$
ROW A Staff Gardener 35.75$ 2080 74,360.00$
ROW A Staff Gardener 35.75$ 2080 74,360.00$
ROW B TEAM
ROW B Staff Crew Leader 46.09$ 2080 95,867.20$
ROW B Staff Gardener 35.75$ 2080 74,360.00$
ROW B Staff Gardener 35.75$ 2080 74,360.00$
ROW B Staff Gardener 35.75$ 2080 74,360.00$
ROW B Staff Gardener 35.75$ 2080 74,360.00$
ROW B Staff Gardener 35.75$ 2080 74,360.00$
PARKS TEAM
PARK TEAM Staff Crew Leader 46.09$ 2080 95,867.20$
PARK TEAM Staff Gardener 35.75$ 2080 74,360.00$
PARK TEAM Staff Gardener 35.75$ 2080 74,360.00$
PARK TEAM Staff Gardener 35.75$ 2080 74,360.00$
PARK TEAM Staff Gardener 35.75$ 2080 74,360.00$
PARK TEAM Staff Gardener 35.75$ 2080 74,360.00$
SERVICE REQUEST TEAM
SR TEAM Staff Crewleader 46.09$ 2080 95,867.20$
SR TEAM Staff Gardener 35.75$ 2080 74,360.00$
TRASH /LITTER TEAM
TL Staff TL Staff 35.75$ 2912 104,104.00$
TL Staff TL Staff 35.75$ 2912 104,104.00$
IRRIGATION TEAM -$
IRRIGATION TECH IRRIGATION TECH 47.68$ 2080 99,174.40$
TREE SERVICE TEAM
TREE SERVICE Staff TREE SERVICE Staff 80.00$ 240 19,200.00$
TREE SERVICE Staff TREE SERVICE Staff 80.00$ 240 19,200.00$
TREE SERVICE Staff TREE SERVICE Staff 80.00$ 240 19,200.00$
TREE SERVICE Staff TREE SERVICE Staff 80.00$ 240 19,200.00$
*Any team can be reassigned to
work in any location in the city, but
not limited to Parks, ROW, Open
space areas, trails, storm inlets,and
facilities through out the city
Subtotals
Labor Total 1,957,411.20$
Material Total $ 253,588.80
Grand Total 12 months 2,211,000.00$
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Material totals
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II. 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 1.9.
III. The City will compensate Consultant 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, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and
travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V. The Consultant’s billing rates for all Overtime Rates and Extraordinary Equipment
are attached as Exhibit C-1. Overtime rates are applicable after eight (8) hours and Double
time rates are applicable after (12) hours and beyond daily. Consultant shall not incur
overtime or use extraordinary equipment without the express written consent of the City’s
Contract Officer.
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EXHBIT C-1
OVERTIME RATES
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EXTRAORDINARY EQUIPMENT
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EXHIBIT “D
SCHEDULE OF PERFORMANCE AND BUDGETT
I. Consultant shall perform all services timely in accordance with the following
schedule: [see next page]
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01203.0006/1021021.2 D-2
EXPECTED GENERAL SCHEDULE/BDGETT FOR ROUTINE MAINTENANCE
Scope Schedule Equipment Yearly Sub Budget FY 24/25 Yearly Sub Budget FY25/26
Right of Way /Medians 637,894.40$ 935,334.40$
Trim Plants and ground cover detailing,
deadheading, and removing unwanted
plants. Shrubs and tree trimming to
keep traffic visibility. Hardscape
related to Medians- Keep it weed-free
and trash-free, as well as use herbicide
and pre-emergent application. Keep
weed free area of 6 to 8 feet. Trimming
any branches, blocking signs, lights, or
roadways- Keeping traffic visibility.
Trimming of all shrubbery back away
from road. Drains and drain swales,
keeping them free of trash & debris.
Weed control.
Routine Maintenance: Five (5) days a
week on a seven-week rotation for all
main arterials and collectors.Trash
removal is performed daily Seven (7)
days a week—tree clearance as
needed.
Truck(s) and trailer(s), Weed
eater(s),
Hedge Trimmers, Chain Saw (s),
Blower(s).Water Buffalo (300-500
Capacity)
Tractor John Deere 4052M or equal
with attachments Scoop, mower(s),
grader, forklift.
Dump truck(s).
Materials As Needed/Approved 126,794.40$ 126,794.40$
Service Request Team 170,227.20$ 170,227.20$
Service Request team: Intake, receive,
and close electronically through the
City's online work order system any
service requests generated by City staff
to make spot repairs, vegetation trims,
debris removal, city-wide
maintenance, and other duties as
assigned.
Ass assigned Five(5) days a week
throughout the city ROW, Parks, and
Facilities
Truck(s) and trailer(s), Weed eater(s),
Hedge Trimmers, Chain saw(s),
Blower(s)
Parks 212,631.46$ 311,778.13$
Parks - Mowing of all turf areas,
edging, line trimming, blowing of grass
cuttings. Skirting trees up to 8 feet to
keep all walkways free for pedestrians.
Plants, ground cover, shrubs trimming,
and detailing. Clearing/Cleaning all
Hadrscape and landscape-related
areas.
Keeping all drains clear and free of
debris, keeping all DG pads in good
walking condition, and adding DG
when needed. Fertilizing all turf areas
as needed.Ina dtion keeping the city
corp yard clean and clear of all
generated waste.
Routine Maintenance: All city parks
and grounds five (5) days a week.
Trash removal is performed daily
seven (7) days a week, and tree
clearance is done as needed.
Truck(s)and trailer(s), Weed eater(s),
Hedge trimmer(s), Blower(s), Chain
saw(s), Ride on mower(s)
Materials As Needed/Approved 126,794.40$ 126,794.40$
Open Space 106,315.73$ 155,889.06$
Mowing, pruning, tree/limb removal,
and weed removal signage. Maintain
directional, informational, and
permanent signs. Fencing and gates -
Replace damaged access control
devices or minor repairs as needed.
Trail Repair surface damage from
vehicles, erosion, and Drainage
Structures - Clean inlets and keep
storm swales clear of debris. Trash/
Litter Pick-Up: Removal of trash from
receptacles at all trash receptacles.
Weeding and Trail clearance every
quarter. Repairs as needed or
requested.Trash removal is done
seven(7) days a week.
Truck(s)and trailer(s), Weed eater(s),
Hedge trimmer(s), Blower(s), Chain
saw(s), Ride on mower(s)
Trash Removal Team Daily Seven (7)Days a week.Truck(s) and Blowers 208,208.00$ 208,208.00$
Irigation Tech Daily Five (5) Days a week
Irrigation Vehicle(s), tools and
equipment needed.99,174.40$ 99,174.40$
Tree Trimmig Service Crew On Call
Boom truck(s), Chipper truck(s),
Chain saw(s)76,800.00$ 76,800.00$
Yearly Estimated Budget 1,764,839.99$ 2,210,999.99$
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II. Consultant shall deliver the following tangible work products to the City by the
following dates. NOT APPLICABLE.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
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EXHIBIT E
LEASE AGREEMENT
[SEE FOLLOWING PAGE]
Docusign Envelope ID: CB3C956A-88D0-48CB-8930-55F86B4187BD
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, California 90275
Attention: City Clerk
[SPACE ABOVE FOR RECORDER’S USE ONLY]
Exempt from filing/recording fees per Govt. Code §27383
LEASE AGREEMENT
This Lease Agreement (“Lease”) is made and entered into on September 17, 2024
(“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 Services Agreement dated
concurrently with this Lease whereby Tenant is obligated to provide general landscaping
and tree maintenance services 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
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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 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 through June 30, 2029, (“Termination Date”),
subject to extensions as provided in Section 2.1(b), or early termination subject to
Section 2.2.
1.4 Base Rent. The base rent for the Initial Term (as defined in Section
2.1(a)) shall be $120,900 per annum payable in equal monthly installments of $10,075
(“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.
26415 Summit Circle_________
Santa Clarita CA 91350_______
__________________________
Attn: Stay Green Inc__________
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 the option to extend the
Lease (“Option to Extend”) in the event the Services Agreement is extended, subject
to all of the provisions of this Lease, including, but not limited to, the adjustments in
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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) 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 run concurrently with each fiscal year; 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 June 30, 2025; (ii) the second and each succeeding Lease
Year shall commence on the following July 1, 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 to150% 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. Base Rent for the remainder of FY
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2024-25 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.
4.0 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
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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.
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
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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 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 of
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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
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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
injuries to persons in or about the Leased Premises, from any cause arising at any time.
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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 subtenancies,
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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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01203.0006/1021021.2 18
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
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01203.0006/1021021.2 19
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.
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01203.0006/1021021.2 20
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,
a California corporation
By: _________________________
Chris Angelo, President/CEO
By: _________________________
Scott Godfrey, Executive Vice President
Operations
RANCHO PALOS VERDES,
a municipal corporation
By:
David L. Bradley, Mayor
ATTEST
______________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By:
William Wynder, City Attorney
[END OF SIGNATURES]
Docusign Envelope ID: CB3C956A-88D0-48CB-8930-55F86B4187BD
01203.0006/1021021.2 1
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:
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01203.0006/1021021.2 1
EXHIBIT B
LEASED PREMISES
Docusign Envelope ID: CB3C956A-88D0-48CB-8930-55F86B4187BD
01203.0006/1021021.2 1
Docusign Envelope ID: CB3C956A-88D0-48CB-8930-55F86B4187BD
01203.0006/1021021.2 1
Docusign Envelope ID: CB3C956A-88D0-48CB-8930-55F86B4187BD
Certificate Of Completion
Envelope Id: CB3C956A-88D0-48CB-8930-55F86B4187BD Status: Completed
Subject: Complete with Docusign: Updated RPV - Stay Green Landscaping Maintenance Agreement 2024 RJA 01-...
Source Envelope:
Document Pages: 78 Signatures: 10 Envelope Originator:
Certificate Pages: 5 Initials: 2 Leslie Louie
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
llouie@rpvca.gov
IP Address: 72.34.97.146
Record Tracking
Status: Original
2/3/2025 1:18:51 PM
Holder: Leslie Louie
llouie@rpvca.gov
Location: DocuSign
Signer Events Signature Timestamp
Chris Angelo
changelo@staygreen.com
President / CEO
Stay Green Inc.
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 98.153.203.202
Sent: 2/3/2025 1:33:44 PM
Resent: 2/4/2025 9:17:00 AM
Viewed: 2/4/2025 10:12:53 AM
Signed: 2/4/2025 10:13:24 AM
Electronic Record and Signature Disclosure:
Accepted: 2/4/2025 10:12:53 AM
ID: 5ad741ec-a58b-443c-aff2-80c77893e625
David L. Bradley
david.bradley@rpvca.gov
Self
Anthem Blue Cross
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 54.153.105.80
Sent: 2/3/2025 1:33:44 PM
Viewed: 2/3/2025 3:49:55 PM
Signed: 2/3/2025 3:50:43 PM
Electronic Record and Signature Disclosure:
Accepted: 4/6/2022 5:59:34 AM
ID: f0c88f71-e2e8-4736-ab5c-59950463981e
Scott Godfrey
sgodfrey@staygreen.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.91.33.153
Sent: 2/3/2025 1:33:46 PM
Viewed: 2/3/2025 2:14:35 PM
Signed: 2/3/2025 2:14:53 PM
Electronic Record and Signature Disclosure:
Accepted: 2/3/2025 2:14:35 PM
ID: 0884e09e-f254-45d0-b8f3-4c0e28fce7f0
Teresa Takaoka
terit@rpvca.gov
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 72.34.97.146
Sent: 2/3/2025 1:33:45 PM
Viewed: 2/3/2025 1:35:24 PM
Signed: 2/3/2025 1:35:35 PM
Electronic Record and Signature Disclosure:
Accepted: 2/3/2025 1:35:24 PM
ID: 08132cf2-a179-44ed-b5d4-38aa28e642f3
Signer Events Signature Timestamp
William Wynder
wwynder@awattorneys.com
City Attorney
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 50.112.162.3
Sent: 2/3/2025 1:33:46 PM
Viewed: 2/3/2025 1:37:40 PM
Signed: 2/3/2025 1:37:53 PM
Electronic Record and Signature Disclosure:
Accepted: 2/3/2025 1:37:40 PM
ID: 3b9e26ad-5b5d-4ade-90cd-ab112e17811c
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/3/2025 1:33:46 PM
Certified Delivered Security Checked 2/3/2025 1:37:40 PM
Signing Complete Security Checked 2/3/2025 1:37:53 PM
Completed Security Checked 2/4/2025 10:13:24 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to
provide to you certain written notices or disclosures. Described below are the terms and
conditions for providing to you such notices and disclosures electronicall y through the DocuSign
system. Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to this Electronic Record and Signature
Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to
use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign
system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made av ailable
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.00 per-page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM
Parties agreed to: Chris Angelo, David L. Bradley, Scott Godfrey, Teresa Takaoka, William Wynder
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Rancho Palos Verdes:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: terit@rpvca.gov
To advise City of Rancho Palos Verdes of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at terit@rpvca.gov and in the body
of such request you must state: your previous email address, your new email address. We do not
require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from City of Rancho Palos Verdes
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to terit@rpvca.gov and in the body of
such request you must state your email address, full name, mailing address, and telephone
number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Rancho Palos Verdes
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an email to terit@rpvca.gov and in the body of such request you must state your
email, full name, mailing address, and telephone number. We do not need any other information
from you to withdraw consent.. The consequences of your withdrawing consent for online
documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https://support.docusign.com/guides/signer-guide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
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clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm
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You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify City of Rancho Palos Verdes as described above, you consent
to receive exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by City of Rancho Palos Verdes during the course of your relationship
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